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FIRST UNION CORPORATION TO ACQUIRE DECATUR FEDERAL SAVINGS AND LOAN ASSOCIATION

 FIRST UNION CORPORATION TO ACQUIRE
 DECATUR FEDERAL SAVINGS AND LOAN ASSOCIATION
 ATLANTA, Ga., June 29 /PRNewswire/ -- First Union Corporation (NYSE: FTU FTUpr) has entered into an agreement to acquire DFSoutheastern, Inc. (NASDAQ: DFSE) and its subsidiary, Decatur Federal Savings and Loan Association, Georgia's second largest thrift.
 At March 31, 1992, Decatur Federal had $2.7 billion in assets, and First Union Corporation's subsidiary, First Union National Bank of Georgia, had assets of $4.7 billion. The combined company would have had assets of approximately $7.4 billion at that date.
 The acquisition will increase First Union's statewide market share in Georgia, more than double First Union's presence in metro Atlanta, establish a First Union presence in attractive new areas the company has targeted for growth, and provide the financial benefits associated with a strong, in-market combination. Decatur Federal, with headquarters in Decatur, has 33 offices and reported $2.1 billion in deposits at March 31, 1992.
 First Union has agreed to exchange 0.82 shares of its common stock for each share of DFSoutheastern common stock. Based on First Union's closing stock price of $38.75 on June 26, 1992, the transaction is valued at approximately $145.6 million, which represents an exchange value of $31.78 for each DFSoutheastern share based on that closing stock price. The actual exchange value of the DFSoutheastern shares will depend on First Union's stock price at the time of closing. In connection with the merger, DFSoutheastern has granted First Union an option to acquire up to 19.9 percent of its common stock in certain events.
 The acquisition is expected to be completed around year-end, subject to DFSoutheastern stockholder approval, regulatory approvals and other normal conditions of closing.
 First Union reaffirmed its announcement of June 11 that its second quarter earnings are estimated to be in the range of $110 million to $116 million, or 84 to 88 cents per common share. This would compare with earnings of $66 million, or 61 cents per common share, for the second quarter of 1991.
 The earnings estimate assumed that interest rates would not increase materially, that the net interest margin and fee income growth would continue to be strong, that credit quality trends would continue to improve and other factors.
 "The acquisition of Decatur Federal will give us the muscle we need to be a top competitor in the dynamic Atlanta marketplace, and will strengthen our ability to make a lasting contribution to communities across this state," said Harald R. Hansen, chairman and chief executive officer of First Union National Bank of Georgia.
 "We are pleased to be joining First Union because of the commitments we share," said Robert C. McMahan, chairman and chief executive officer of DFSoutheastern. "First Union's commitment to providing quality customer service, to meeting the financial needs of families at all stages of life, and to serving and strengthening our community were strong selling points for our board of directors."
 The acquisition will increase First Union's market share in the 18-county metro Atlanta area from 5 percent to 11 percent, and give First Union entry into new markets such as Clayton, Murray and Rockdale counties. The acquisition is expected to have a positive impact on First Union's book value. First Union expects minor dilution during the first year and positive financial contributions thereafter.
 Of the combined 148 First Union and Decatur Federal branches, First Union expects to consolidate some offices and operations functions in areas where they overlap. As a result, First Union currently estimates it will be able to save up to 40 percent of Decatur Federal's current non interest expenses. The consolidation is expected to be completed within seven months after the closing of the transaction, at which time the signs at Decatur Federal offices will change to First Union.
 "We already have the systems in place to support the needs of our new customers, and we are committed to making the transition a smooth one for the employees of our combined organization," said Benjamin P. Jenkins III, president of First Union National Bank of Georgia.
 First Union will assist Decatur Federal employees through extensive training activities, career counseling and the establishment of a talent pool, to help them find positions within the First Union organization wherever possible.
 At March 31, 1992, First Union National Bank of Georgia had assets of $4.7 billion, deposits of $3.4 billion and operated 115 banking offices statewide. Its parent company, First Union Corporation, reported assets of $48.1 billion at March 31, 1992, and operated 1,018 offices in Georgia, Florida, North Carolina, and South Carolina, one banking office in Tennessee, and 207 nonbanking offices in 36 states.
 INFORMATION
 FIRST UNION AGREEMENT TO ACQUIRE DECATUR FEDERAL Reasons for the Acquisition
 (1) The acquisition moves First Union to 11 percent from 5 percent, a strong fourth place market share position in the Atlanta MSA.
 (2) The acquisition is estimated to have a positive contribution to First Union's earnings per share after 12 months.
 (3) The acquisition offers potential cost savings of 40 percent. Decatur Federal Agreement Accounting Treatment: Pooling of Interests Total Price: $145.6 million(A) Method of Payment: .82 shares of First Union Corporation
 common stock for each share of Decatur Federal Price/Book Value: 1.13X(A) Estimated Closing Date: Around year-end Number of First Union Shares to be Issued: 3.8 million Number of First Union Shares Outstanding as of May 31,
 1992: 132.3 million Estimated Date of Integration: June 30, 1993 Combined Assets (First Union Corporation and Decatur
 Federal): $51.7 billion. Combined Assets in Georgia: $7.4 billion Combined branches: Georgia 148, First Union Corporation
 1,084 (956 after the Southeast and the 1991 and 1992 RTC
 transactions are consolidated). (A) Based on First Union's June 26, 1992, closing price and 4.6 million shares of DFSoutheastern, Inc. Market Share Information:
4-state region: Market share increases to 17 percent from


16 percent in the 4-state region. Ranking increases to first place. Georgia: Market share increases to 10 percent from 6 percent. Ranking moves into a strong fourth place market share position in the state. Atlanta MSA: Market share increases to 11 percent from 5 pecent. Ranking increases to 4th from 8th. Source: Bancpen Marketing Penetration Analysis for 4-state and Georgia market share, banks only (12/31/91) and Decision Resource Sciences for County and MSA market share, banks and S&L's (6/30/90). Decatur Federal Statistics: Headquarters: Decatur, Georgia in Dekalb County Major Markets: Metro Atlanta, North Georgia Assets: $ 2.7 billion Loans:
 Residential Mortgages: $1,398 million
 Commercial Real Estate: $ 338 million
 Commercial: $ 42 million
 Consumer Loans: $ 346 million
 Gross Total Loans: $2,124 million


Deposits: $ 2.1 billion Equity: $128 million
Branches: 33 Employees: 876


Healthy Savings & Loan - capital ratios above current minimums Source: Decatur Federal March 31, 1992
 -0- 06/29/92 R
 /CONTACT: Media Information: First Union and Decatur Federal representatives will hold a news conference for media at 1:00 p.m. today at the Wyndham Hotel in Midtown Atlanta at 125 10th Street Northeast. For additional information, news media should contact Jeep Bryant or Donna Stockton at 404-827-7253, or George Owen or Sandy Deem at 1-800-669-5855, all of First Union. Media contact at Decatur Federal is Susan Paul-Smith at 404-371-4411/
 /Contact: Analyst Information: Investor contacts are Maggie Norris and Sean Fox at 704-374-4353. Decatur Federal investor contact is Jim Wallis at 404-371-4074/
 (FTU DFSE) CO: First Union Corporation; DF Southeastern, Inc.; Decatur
 Federal Savings and Loan ST: North Carolina, Georgia IN: FIN SU: TNM


CM -- CH001 -- 4855 06/29/92 16:03 EDT
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Date:Jun 29, 1992
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