SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) APRIL,14, 2003
FIRST SECURITY GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
TENNESSEE 000-49747 58-2461486
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
817 BROAD STREET, CHATTANOOGA, TENNESSEE 37402
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (423) 266-2000
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On March 31, 2003, First Security Group, Inc. acquired Premier National
Bank of Dalton pursuant to a merger agreement the terms of which were previously
reported on a Form 8-K filed with the Securities Exchange Commission on January
10, 2003. At the time of the merger, Premier National had assets of
approximately $85 million. Premier National shareholders received .425 shares
of First Security stock for each issued and outstanding share of Premier stock
in the merger. The total consideration for the acquisition was equal to
$11,487,240 based on the $10 price per share of First Security's stock prior to
the merger.
The consideration for the merger was determined through analysis of
Premier's recent, unaudited financial performance and was arrived at through
negotiations between the respective chairpersons of First Security and Premier.
Premier merged with and into Dalton Whitfield Bank, a Georgia
state-chartered bank and wholly-owned subsidiary of First Security, on March 31,
2003 at 4:59 p.m. EST pursuant to articles of merger filed with the Georgia
Secretary of State. Dalton Whitfield was also a party to the merger agreement.
On April 1, 2003, First Security issued a press release announcing the
completion of this acquisition which is included as Exhibit 99.1 to this Current
Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) and (b) Historical financial statements and proforma financial
information are not included in accordance with Rule 3.05(b)(2)(i) and Rule
11.01(b)(1), respectively, of Regulation S-X.
(c) Exhibits:
2.1 Merger Agreement, dated as of November 19, 2002, by and among
Premier National Bank of Dalton, First Security Group, Inc. and
Dalton Whitfield Bank (incorporated herein by reference to Exhibit 1
to First Security's Registration Statement on Form S-4 (SEC File No.
333-102037) filed on February 6, 2003).
99.1 Press Release, dated April 1, 2003.*
* Previously filed with First Security's 8-K filed with the Commission on April
7, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
FIRST SECURITY GROUP, INC.
By: /s/ Rodger B. Holley
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Rodger B. Holley
President and Chief Executive Officer
Dated: April 14, 2003