UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K AMENDED
CURRENT REPORT
Pursuant to Section 13 of 15(d) of
the Securities Exchange Act of 1934
August 22, 1996
---------------------------------
(Earliest Event Reported)
Newnan Holdings, Inc.
---------------------------------
(Exact Name of Registrant as
Specified in its Charter)
Georgia 333-4304 58-2232785
- ---------------------------- --------------------- ----------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification Number)
19 Jefferson Street, Newnan, Georgia 30263
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(Address of principal executive offices)
(770) - 253 - 5017
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(Registrant's Telephone Number)
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OF ASSETS.
On August 22, 1996 Newnan Savings Bank, FSB announced that it had completed
its reorganization of the savings bank into a holding company to be named Newnan
Holdings, Inc. ("Company"). Simultaneous with the reorganization, the Company
completed its acquisition of Southside Financial Group, Inc. and its
subsidiary, the Citizens Bank and Trust of Fayette County. Both Newnan Savings
Bank and Citizens Bank and Trust will operate as subsidiaries of the Company
(Southside Financial Group, Inc. will be dissolved).
As a result of the reorganization into the holding company, Newnan Savings
Bank shareholders received one share of stock in the Company in exchange for one
share of stock in the savings bank. Each outstanding share of Southside was
converted into the right to receive merger consideration in an amount equal to
$41.00. The terms of the acquisition also provide that a Southside shareholder
who owned 5,000 or more shares could elect to receive up to 50% of his or her
merger consideration in the form of Newnan Holdings stock; however, no more than
145,000 additional shares of Newnan Holdings will be issued. In completing the
acquisition, the Company issued 136,990 shares of Newnan Holdings, Inc. stock
and paid $13.7 million in cash to Southside shareholders.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The following unaudited condensed consolidated financial statements of
Southside Financial Group, Inc. are filed with this report:
Consolidated Balance Sheet as of June 30, 1996 Page F-1
Consolidated Statement of Income For The Three Months
Ended June 30, 1996 Page F-2
(b) Pro Forma Financial Information.
The following pro forma condensed combined financial statements are
filed with this report.
Pro Forma Condensed Combined Balance Sheet
As of June 30, 1996 Page F-3
Pro Forma Condensed Combined Income Statement
For The Three Months Ended June 30, 1996 Page F-4
Pro Forma Condensed Combined Income Statement
For The Year Ended March 31, 1996 Page F-5
Notes to Pro Forma Condensed Combined Financial Statements Page F-6
2
The unaudited pro forma financial statements have been prepared by the
Company based on assumptions deemed proper by it and should be read in
conjunction with related notes contained herein and with the Company's
Registration Statement on Form S-4 (Registration No. 333-4304) which
is incorporated herein by reference.
(c) Exhibits
99 Registrant's press release, dated August 22, 1996 was included
in the Form 8K dated August 22, 1996 and filed on September 5,
1996 and is incorporated herein by reference.
10.1 Plan of Reorganization, dated December 14, 1995 of Newnan
Savings Bank into a holding company (incorporated by reference
to Appendix A to the Company's Registration Statement on Form S-
4 (Registration No. 333-4304).
10.2 Agreement and Plan of Merger by and among Newnan Savings Bank,
FSB, Newnan Holdings, Inc. and Southside Financial Group, Inc.,
Citizens Bank and Trust of Fayette County, and Interim Citizens
Corporation dated November 2, 1995 (incorporated by reference to
Appendix B to the Company's Registration Statement on Form S-4
(Registration No. 333-4304).
3
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEWNAN HOLDINGS, INC.
Dated: November 5, 1996 By: /s/ Douglas J. Hertha
--------------------------- _______________________
Douglas J. Hertha
Vice President
4
SOUTHSIDE FINANCIAL GROUP, INC. AND SUBSIDIARY
Consolidated Balance Sheet
As of June 30, 1996
(Unaudited)
Cash and due from banks $ 2,819,283
Interest-bearing deposits in other bank 8,729
Securities available for sale 18,874,960
Securities held to maturity 180,000
Federal Funds sold 4,570,000
Mortgage loans held for sale 4,533,107
Loans receivable, net of allowance of $1,141,496 53,772,700
Premises and equipment, net 1,750,684
Other assets 1,085,077
---------------
Total assets $ 87,594,540
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposit accounts
Demand $ 15,943,234
Interest bearing demand 19,157,117
Savings 3,205,649
Certificates of deposit 37,834,809
Total deposits 76,140,809
Other borrowings 856,185
Other liabilities 442,975
---------------
Total liabilities 77,439,969
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Stockholders' equity:
Common stock, $10 par value, 5,000,000 shares authorized;
382,232 shares issued and outstanding 3,822,320
Additional paid-in capital 4,002,039
Retained earnings 2,453,159
Net unrealized loss on securities available for sale (122,947)
---------------
Total stockholders' equity 10,154,571
---------------
Total liabilities and stockholders' equity $ 87,594,540
===============
F-1
SOUTHSIDE FINANCIAL GROUP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Income
For The Three Months Ended June 30, 1996
(Unaudited)
1995
Interest Income:
- ----------------
Interest and fees on loans $1,536,595
Interest on Federal Funds 43,148
Interest-bearing deposits 340
Interest on taxable securities 250,605
Interest on nontaxable securities 39,567
----------
Total Interest Income 1,870,255
----------
Interest Expense:
- -----------------
Interest on deposits 688,181
Interest on borrowed funds 16,022
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Total Interest Expense 704,203
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Net interest income 1,166,052
Provision for loan losses 225,000
----------
Net interest income after provision
for loan loss 941,052
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Other Operating Income:
- -----------------------
Other income 154,906
----------
Other Operating Expenses:
- -------------------------
Salaries and other employee benefits 415,013
Occupancy and equipment expenses 91,219
Other operating expenses 241,314
----------
Total general and administrative expenses 747,546
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Income before income taxes 348,412
Income tax expense 99,943
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Net income $ 248,469
==========
F-2
Newnan Holdings Inc., Newnan Savings Bank, and Southside Financial Group, Inc.
Pro Forma Condensed Consolidated Balance Sheet
June 30, 1996
(Unaudited)
Newnan Pro Forma Pro Forma
Holdings Southside Adjustments Combined
----------- ----------- ----------- -----------
(Dollars in Thousands)
Cash and due from banks $ 6,658 $ 2,819 $ 424 A $ 9,776
(125) E
Interest-bearing deposits in other bank 6,601 9 (5,317) B 1,293
Federal Funds Sold 0 4,570 (3,500) B 1,070
Securities available for sale 3,268 18,875 (18) D 22,125
Securities held to maturity 8,503 180 8,683
Mortgage loans held for sale 2,956 4,533 7,489
Loans receivable, net 126,760 53,773 (164) D 180,369
Premises and equipment, net 2,711 1,751 272 D 4,734
Real estate held for development and sale 3,575 0 3,575
Other assets 1,167 1,085 2,252
Investment in Southside 0 0 13,717 B 0
2,089 C
(15,806) F
Organization cost 0 0 125 E 125
Goodwill 0 0 5,354 D 5,354
----------- ----------- ----------- -----------
Total assets $ 162,199 $ 87,595 $ (2,949) $ 246,845
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposit accounts $ 131,717 $ 76,141 $ 213 D $ 208,071
Other borrowings 8,157 856 4,900 B 13,916
3 D
Other liabilities 1,573 444 2,017
----------- ----------- ----------- -----------
Total liabilities 141,447 77,441 5,116 224,004
----------- ----------- ----------- -----------
Stockholders' equity:
Common stock, $1 par value 1,459 3,822 192 A 1,596
137 C
(4,014) F
Additional paid-in capital 5,866 4,002 232 A 7,818
1,952 C
5,228 D
(9,462) F
Retained earnings 13,430 2,453 (2,453) F 13,430
Net unrealized loss on securities
available for sale (3) (123) 123 F (3)
----------- ----------- ----------- -----------
Total stockholders' equity 20,752 10,154 (8,065) 22,841
----------- ----------- ----------- -----------
Total liabilities and stockholders' equity $ 162,199 $ 87,595 $ (2,949) $ 246,845
=========== =========== =========== ===========
F-3
Newnan Holdings Inc., Newnan Savings Bank, and Southside Financial Group, Inc.
Pro Forma Condensed Consolidated Income Statement
For The Three Months Ended June 30, 1996
(Unaudited)
Newnan Pro Forma Pro Forma
Holdings Southside Adjustments Combined
----------- ---------- ------------- ----------
(Dollars in
Thousands)
Interest income
- ---------------
Loans receivable $ 2,773 $1,537 $ 8 L $ 4,318
Securities available for sale 62 290 1 M 353
Securities held to maturity 128 0 128
Federal funds sold and interest bearing deposits 71 43 (114)G 0
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Total interest income 3,034 1,870 (105) 4,799
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Interest expense
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Deposits 1,392 688 (11)N 2,069
Other borrowings 121 16 70 H 206
(1)O
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Total interest expense 1,513 704 58 2,275
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Net interest income 1,521 1,166 (163) 2,524
Provision for loan losses 0 225 225
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Net interest income after provision for loan loss 1,521 941 (163) 2,299
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Other Operating Income
- ----------------------
Gain on sale of real estate held for development and sale 74 0 74
Other income 576 155 731
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Total other operating income 650 155 0 805
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Other Operating Expenses
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Compensation and benefits 523 415 938
Premises and equipment 203 91 2 I 296
Amortization of goodwill 0 0 67 J 67
Other expense 412 242 6 K 660
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Total other operating expense 1,138 748 75 1,961
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Income before income taxes 1,033 348 (238) 1,143
Income tax expense 397 100 (66) P 431
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Net income $ 636 $ 248 $(172) $ 712
========= ====== ===== =========
Earnings per share of common stock $ 0.40 $ 0.41
========= =========
Weighted average common and common
equivalent shares outstanding 1,582,339 1,719,329
========= =========
F-4
Newnan Holdings Inc., Newnan Savings Bank, and Southside Financial Group, Inc.
Pro Forma Condensed Consolidated Income Statement
For The Year Ended March 31, 1996
(Unaudited)
Newnan Pro Forma Pro Forma
Holdings Southside Adjustments Combined
---------- --------- ----------- ----------
(Dollars in Thousands)
Interest income
- ---------------
Loans receivable $ 11,449 $5,653 $ 33 L $ 17,135
Securities available for sale 275 1,115 4 M 1,394
Securities held to maturity 505 0 505
Federal funds sold and interest bearing deposits 183 201 (464) G (80)
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Total interest income 12,412 6,969 (427) 18,954
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Interest expense
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Deposits 5,517 2,589 (43) N 8,063
Other borrowings 995 72 289 H 1,355
(1) O
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Total interest expense 6,512 2,661 245 9,418
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Net interest income 5,900 4,308 (672) 9,536
Provision for loan losses 10 315 325
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Net interest income after provision for loan loss 5,890 3,993 (672) 9,211
---------- ------ ----- ----------
Other Operating Income
- ----------------------
Gain on sale of real estate held for development and sale 3,215 0 3,215
---------- ------ ----- ----------
Other income 2,033 1,085 3,118
---------- ------ ----- ----------
Total other operating income 5,248 1,085 0 6,333
---------- ------ ----- ----------
Other Operating Expenses
- ------------------------
Compensation and benefits 2,088 1,875 3,963
Premises and equipment 809 371 8 I 1,188
Amortization of goodwill 0 0 268 J 268
Other expense 1,749 894 25 K 2,668
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Total other operating expense 4,646 3,140 301 8,087
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Income before income taxes 6,492 1,938 (973) 7,457
Income tax expense 2,442 665 (269) P 2,838
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Net income $ 4,050 $1,273 $(704) $ 4,619
========== ====== ===== ==========
Earnings per share of common stock $ 2.71 $ 2.83
========== ==========
Weighted average common and common
equivalent shares outstanding 1,495,737 1,632,727
========== ==========
F-5
Newnan Holdings, Inc., Newnan Savings Bank, and Southside Financial Group, Inc.
Notes to Pro Forma Condensed Combined Financial Statements
(Unaudited)
The following pro forma condensed combined balance sheet of Newnan Holdings,
Inc. and subsidiaries as of June 30, 1996 and the related pro forma condensed
combined statements of income for the year ended March 31, 1996 and the three
months ended June 30, 1996 gives effect, to the acquisition by Newnan Holdings,
Inc. of 100% of the issued and outstanding shares of common stock of Newnan
Savings Bank in the Newnan Savings Reorganization through a one for one exchange
of shares, in a manner similar to a pooling of interests, and 100% of the issued
and outstanding shares of common stock of Southside Financial Group, Inc. using
the purchase method of accounting for a combination of cash and Newnan Holdings,
Inc. common stock. The historical condensed statement of income for Newnan
Holdings for the year ended March 31, 1996 represents the results of operations
for Newnan Savings Bank for its year ended March 31, 1996 while the historical
condensed statement of income presented for Southside Financial Group, Inc.
represents its results of operations for the twelve month period ended March 31,
1996 and has been derived from its financial statements for the year ended
December 31, 1995 and the quarters ended March 31, 1995 and 1996.
(A) Reflects the exercise of 19,150 options for common stock of Southside for
approximately $424,000.
(B) Reflects liquidation of $3,500,000 of federal funds sold, proceeds of
$4,900,000 from other borrowings, and use of $5,317,000 of interest bearing
deposits in other banks to acquire 334,558 shares of the common stock of
Southside at $41.00 per share. These funds were provided to the Company
through $13.7 million in Special Dividends paid by the subsidiary banks to
Newnan Holdings, Inc. to provide cash for purchase of Southside shares.
Additionally, approximately $600,000 in cash was held by the acquired
holding company which will be used to provide working capital for Newnan
Holdings and to provide for payment of its organizational costs. The
borrowings were obtained on a short term basis by subsidiary banks from the
Federal Home Loan Bank of Atlanta.
(C) Reflects the issuance of 136,990 shares of common stock of Newnan Holdings,
Inc. stock to acquire 66,824 shares of the common stock of Southside. For
purposes of determining the number of shares of common stock of Newnan
Holdings to be issued for each share of Southside, a market value of $20.00
per share was assumed for Newnan Holdings, Inc. common stock. The issued
stock was recorded at a value of $15.25 per share, the market value of
Newnan Holdings common stock at the date of announcement on November 3,
1995.
(D) Reflects the allocation of the purchase price in excess of the book value of
Southside as follows:
F-6
Cash paid to Southside shareholders $13,717
Stock issued to Southside shareholders 2,089
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Total purchase price (thousands) $15,806
=======
Southside stockholders' equity $10,154
Add: Proceeds from exercise of options 424
-------
Southside stockholders' equity after exercise of options $10,578
=======
Excess of purchase price over stockholders' equity $ 5,228
=======
Allocation of excess of purchase price over stockholders' equity:
-----------------------------------------------------------------
Fixed Assets - Land $ 118
Fixed Assets - Building 154
Loans (164)
Securities (18)
Deposits (213)
Other Borrowings (3)
Goodwill 5,354
-------
Total $ 5,228
=======
The allocation of the excess purchase price to Southside's was based on the
fair market values of the assets and liabilities of Southside as of August
22, 1996, the date of acquisition.
(E) Reflects the payment of estimated organizational costs associated with the
formation of the holding company.
(F) Reflects the elimination of the equity accounts of Southside and the
elimination of the valuation allowance for unrealized losses on investment
securities available for sale.
(G) Reflects the elimination of interest income on Federal Funds sold of
$3,500,000 and interest bearing deposits of $5,317,000 used to fund the
purchase of Southside, based on an average yield for such investments of
5.27% for the year ended March 31, 1996 and 5.17% for the three months ended
June 30, 1996.
(H) Reflects the interest expense on other borrowings incurred to fund the
purchase at an assumed rate of 5.90% for the year ended March 31, 1996 and
5.70% for the three months ended June 30, 1996.
(I) Reflects the depreciation expense on the write-up of the depreciable
building of Southside which will be expensed using the straight line method
over the estimated remaining useful life of twenty years.
F-7
(J) Reflects the amortization of goodwill which will be expensed over a period
of twenty years.
(K) Reflects the amortization of holding company organization costs which will
be expensed over a period of five years.
(L) Reflects the accretion of the fair market value adjustment to loans
receivable over a period of five years using the straight line method.
(M) Reflects the accretion of the fair market value adjustment to securities
over a period of five years using the straight line method.
(N) Reflects the amortization of the fair market value adjustment to deposits
over a period of five years using the straight line method.
(O) Reflects the amortization of the fair market value adjustment to other
borrowings over a period of five years using the straight line method.
(P) Reflects the income tax benefit due to reduced net interest income,
additional depreciation expense and amortization of market value adjustment
to loans, securities, deposits and other borrowings. An effective Federal
and state tax rate of 38% was used.
F-8