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FIRST UNION CORPORATION TO ACQUIRE GEORGIA FEDERAL BANK FSB

 CHARLOTTE, N.C., Dec. 21 /PRNewswire/ First Union Corporation (NYSE: FTU FTUpr) has entered into an agreement to acquire Georgia Federal Bank FSB, Georgia's largest savings bank with $4.5 billion in assets as of Oct. 31, 1992.
 The definitive agreement calls for First Union to pay $153 million in cash to Georgia Federal's parent company, First Financial Management Corporation, after the payment of $115 million in dividends from Georgia Federal to its parent company. The dividend represents, in part, the remaining proceeds from the sale of First Family Financial Services. First Union's purchase price equates to 85 percent of Georgia Federal's October 31, 1992, book value (adjusted for the dividend) of $180 million. The acquisition is expected to be completed in the second quarter of 1993 subject to regulatory approvals and certain other conditions of closing.
 Based on estimated expense savings of 35 percent of Georgia Federal's current non-interest expenses and various other assumptions, First Union currently estimates no dilution to net income in 1993 from the acquisition and approximately 9 cents per share positive contribution in 1994, with additional increases in the following years.
 Coupled with its pending acquisition of DFSoutheastern, Inc. (NASDAQ: DFSE), parent company of Decatur Federal Savings and Loan (announced on June 29), the transaction will significantly increase First Union's deposit share in Georgia. First Union's Georgia bank will move up to a strong number two in deposit share, both statewide and in the important Atlanta Metropolitan market.
 "Our combination with Georgia Federal will help us accomplish what we set out to do in 1986 -- to be a strong competitor statewide and in the Metropolitan Atlanta marketplace," said Harald R. Hansen, chairman and chief executive officer of First Union National Bank of Georgia.
 "This excellent combination also meets our company's objective of structuring transactions that offer the potential for significant financial benefits for our shareholders," Hansen said.
 With the addition of Georgia Federal's nearly $2.8 billion in deposits, First Union will also reinforce its market presence in Atlanta, Augusta, Macon and Savannah. The acquisition will also move First Union into new markets, including Hinesville, Albany and Dublin.
 The transaction will add $2.2 billion to First Union's mortgage servicing portfolio which will total nearly $40 billion when all pending acquisitions have been completed.
 "As we've grown in Georgia, we've strengthened our management and refined our operations systems to support the needs of Decatur Federal and Georgia Federal customers and all of the communities the combined companies will serve," Hansen said.
 Headquartered in Atlanta, Georgia Federal currently operates 57 banking offices throughout Georgia. Once the transactions with Georgia Federal and Decatur Federal have been completed, First Union's Georgia bank will have a total of 197 bank branches and approximately $12 billion of banking assets throughout the state. The consolidation of systems and branches is expected to be completed by August 1993.
 "We believe that Georgia customers throughout the state will benefit significantly from the enhanced branch network, additional products and financial strength of combining these two leading Georgia organizations," said Robert Stanley ("Stan") Kryder, executive vice president and head of General Banking for First Union National Bank of Georgia.
 "We expect to meet with all Georgia Federal employees to discuss the changes that will occur as we bring these two successful organizations together," Kryder said.
 First Union National Bank of Georgia is a principal subsidiary of Charlotte, N.C.-based First Union Corporation. First Union Corporation is the nation's 12th largest bank holding company, based on assets of $48.3 billion as of Sept. 30, 1992, and operates 898 banking offices in Florida, North Carolina, South Carolina, Georgia and one banking office in Tennessee, and 200 nonbanking offices in 36 states. When First Union's pending mergers have been completed, the corporation will have approximately 1,300 banking offices and assets of approximately $66 billion, making it the nation's eighth largest bank holding company.
 Customers who have questions about the acquisition can call First Union's toll-free customer hotline at 1-800-733-4013.
 First Union and Georgia Federal representatives will hold a news conference at 1:00 p.m. today at The Wyndham Hotel, 125 10th Street NE, Woodruff Room near First Union's Georgia headquarters in Midtown Atlanta. The bank will hold a conference call at 2:00 p.m. for out-of-town media. The number for the conference call is 1-800-697-6380.
 INFORMATION
 FIRST UNION AGREEMENT TO ACQUIRE GEORGIA FEDERAL
 Benefits of the Acquisition
 (1) The acquisition is estimated to have no dilution to earnings per share in 1993, and a positive contribution to earnings per share in 1994 and beyond.
 (2) The acquisition offers large cost savings of about 35 percent because it is an in-market transaction.
 (3) It increases First Union's presence in Georgia and the attractive Atlanta market.
 Georgia Federal Agreement
 Accounting Treatment: Purchase accounting transaction
 Total Price: $153 million, after the payment of a $115 million dividend by Georgia Federal.
 Method of Payment: Cash transaction
 Price/Book Value: 85 percent of book value at October 31, 1992, adjusted for the payment of a $115 million dividend by Georgia Federal.
 Estimated Closing Date: by the second quarter of 1993
 Estimated Date of Integration: August 1993
 Combined Assets (First Union, Georgia Federal and all other pending acquisitions): $66.3 billion. First Union is expected to be the eighth largest banking company.
 Combined Assets in Georgia: $11.9 Billion
 Combined branches: Georgia 197, First Union Corporation approximately 1,300 (includes pending acquisitions)
 Market Share Information:
 Georgia: Market share increases to 12.54 percent from 8.21 percent. Ranking increases to second from fourth.
 Atlanta MSA: Market share increases to 16.35 percent from 9.84 percent. Ranking increases to 2nd from 4th.
 Source: Bancpen 6/92 Marketing Penetration Analysis Sheshenoff Information Services


INFORMATION FIRST UNION AGREEMENT TO ACQUIRE GEORGIA FEDERAL
 Georgia Federal Statistics: Headquarters:Atlanta, Georgia
 Major Markets: Atlanta Metropolitan Area, Augusta, Macon, and Savannah
 Assets: $4.5 billion
 Loans:
 Residential Mortgages: $1,120 million
 Consumer Loans: $ 514 million
 Commercial Mortgage: $ 230 million
 Commercial: $ 120 million
 Real Estate-Construction: $ 48 million
 Nonaccrual loans $ 15 million
 Total Loans: $2,047 million
 Asset Quality:
 Nonperforming Assets (including consumer finance loans 90 days past due) $53.3 million or 2.55 percent of loans and OREO/INSUBSTANCE FORECLOSURES
 Reserve of $27.8 million or 189 percent of nonperforming loans
 Deposits:
 Transaction Deposits $ 666 million
 Savings $ 230 million
 CDs under $100,000 $1,766 million
 CDs greater than $100,000 $ 124 million
 Total Deposits $2,788 million
 Equity: $180 million after the payment of $115 million dividend by Georgia Federal.
 Branches: 57 banking branches
 Employees: 1,062
 Largest Savings & Loan/Savings Bank in Georgia
 Healthy Savings & Loan - Reported earnings of $16 million in 1990, $18 million in 1991. Through October 31, 1992, earnings were $17.3 million.
 Source: Georgia Federal Bank's internal information adjusted for the sale of First Family.
 -0- 12/21/92
 /CONTACT: Media -- Donna Stockton or Jeep Bryant, 404-827-7350, or George Owen or Sandy Deem, 1-800-669-5855; Investors -- Barbara Massa, Maggie Norris and Sean Fox, 704-374-4353, all of First Union Corporation/
 (FTU)


CO: First Union Corporation; Georgia Federal Bank FSB ST: North Carolina, Georgia IN: FIN SU: TNM

DF -- CH001 -- 8611 12/21/92 09:00 EST
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