SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): July 18, 2005
FLAG
FINANCIAL CORPORATION
(Exact
name of Registrant as Specified in Charter)
|
Georgia
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000-24532
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58-2094179
|
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification
No.)
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3475
Piedmont Road, N.E., Suite 550
(Address
of Principal Executive Offices)
(404)
760-7700
Registrant’s
telephone number, including area code
NOT
APPLICABLE
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
On
July
18, 2005, Flag Financial Corporation (the “Registrant”) completed a trust
preferred securities financing in the amount of $10 million. See Item 2.03
below. In connection with the financing, the Registrant entered into a Junior
Subordinated Indenture, a Guarantee Agreement and an Amended and Restated
Trust
Agreement filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Report
and
incorporated herein by reference.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
On
July
18, 2005, the Registrant completed a trust preferred securities financing
in the
amount of $10 million. In the transaction, the Registrant established Flag
Financial Statutory Trust II, a Delaware statutory trust (the “Trust”). The
Trust issued and sold $10 million of Preferred Securities (the “Preferred
Securities”) in a private placement and issued $310,000 of Trust common
securities (the “Common Securities”) to the Registrant. The Trust used the
proceeds of these issuances to purchase $10,310,000 of the Registrant’s Junior
Subordinated Notes due September 30, 2035 (the
“Notes”). The interest rate on the Notes and the Preferred Securities will bear
interest at the three-month LIBOR rate plus 1.50%, adjusted quarterly. The
Notes
are the sole assets of the Trust and are subordinate to the Registrant’s senior
obligations. Concurrently with the issuance of the Notes and the Preferred
Securities, the Registrant issued a guarantee related to the trust securities
for the benefit of the holders.
The
Notes
may be redeemed after five years, and sooner in certain specific events,
including in the event that the financing is not eligible for treatment as
Tier
1 capital, subject to prior approval by the Federal Reserve Board, if then
required. Interest on the Notes may be deferred at any time or from time
to time
for a period not exceeding 20 consecutive quarterly payments (five years),
provided there is no event of default and the deferral does not extend beyond
September 30, 2035.
Item
9.01 Financial
Statements and Exhibits
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Exhibit
4.1
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-
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Junior
Subordinated Indenture between the Registrant and Wilmington
Trust Company
(the “Trustee”), dated as of July 18, 2005.
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Exhibit
4.2
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-
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Guarantee
Agreement between the Registrant and the Trustee, dated as of
July 18,
2005.
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Exhibit
4.3
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-
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Amended
and Restated Trust Agreement among the Registrant, the Trustee
and certain
Administrative Trustees, dated as of July 18,
2005.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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FLAG
FINANCIAL CORPORATION
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||
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DATE:
July 19, 2005
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By:
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/s/
J. Daniel
Speight
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J.
Daniel Speight
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||
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Vice
Chairman, Chief Financial Officer and
Secretary
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EXHIBIT
INDEX
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Exhibit
4.1
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Junior
Subordinated Indenture between the Registrant and Wilmington Trust
Company
(the “Trustee”), dated as of July 18, 2005.
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|
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Exhibit
4.2
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Guarantee
Agreement between the Registrant and the Trustee, dated as of July
18,
2005.
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Exhibit
4.3
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Amended
and Restated Trust Agreement among the Registrant, the Trustee
and certain
Administrative Trustees, dated as of July 18,
2005.
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