Bankruptcy Announcement
UNITED STATES
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): May 20, 2011
ATLANTIC SOUTHERN FINANCIAL GROUP, INC.
(Exact name of Registrant as Specified in Charter)
Georgia
000-51112
20-2118147
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
1701 Bass Road, Macon, Georgia 31210
(Address of Principal Executive Offices)
(478) 476-2170
Registrant’s telephone number, including area code
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.03 Bankruptcy or Receivership.
On May 20, 2011, the Georgia Department of Banking and Finance closed Atlantic Southern Bank (the “Bank”), which is a wholly owned banking subsidiary of Atlantic Southern Financial Group, Inc. (the “Company”), and the Federal Deposit Insurance Corporation (“FDIC”) was named as the receiver of the Bank.
In connection with the closure of the Bank, the FDIC issued a press release, dated May 20, 2011, announcing the following:
· The FDIC entered into a purchase and assumption agreement with CertusBank, National Association of Easley, South Carolina (“CertusBank”) to assume all of the deposits of the Bank. Accordingly, all depositors of the Bank, including those with deposits in excess of the FDIC’s insurance limits, will automatically become depositors of CertusBank for the full amount of their deposits, and they will continue to have uninterrupted access to the Bank’s deposits. Depositors will continue to be insured with CertusBank, so there is no need for customers to change their banking relationship to retain their deposit insurance.
· Beginning on Saturday, May 21, 2011, the offices of the Bank will open for business as branches of CertusBank.
· In addition to assuming all of the deposits of the Bank, CertusBank purchased essentially all of the Bank’s assets pursuant to a loss-share transaction of approximately $585.1 million of the Bank’s assets. The loss-share transaction provides for CertusBank and the FDIC to share in the losses on the assets covered under this agreement.
· Customers who have questions about the foregoing matters, or who would like more information about the closure of the Bank, can visit the FDIC’s web site located at http://www.fdic.gov/bank/individual/failed/atlanticsthrn.html, or call the FDIC toll-free at (866) 806-6128.
A complete copy of the FDIC’s press release can be found on the Internet at http://www.fdic.gov/news/news/press/2011/pr11089.html.
In addition, on May 20, 2011, the Company issued a press release related to the events described above. On May 23, 2011, the Company mailed a letter to its shareholders describing those events.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Description
99.1
Press release, dated May 20, 2011.
99.2
Letter to shareholders, dated May 23, 2011.
2
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.
ATLANTIC SOUTHERN FINANCIAL GROUP, INC.
DATE: May 23, 2011
By:
/s/ Carol W. Soto
Carol W. Soto
Secretary and Chief Financial Officer
3
EXHIBIT INDEX
Exhibit
Description
99.1
Press release, dated May 20, 2011.
99.2
Letter to shareholders, dated May 23, 2011.
4
EXHIBIT 99.1
Atlantic Southern Bank Closed by Georgia Department of Banking and Finance
Released: 5/20/11 06:30 PM EDT
MACON, GA — (PR Newswire) — 5/20/11 — Atlantic Southern Financial Group, Inc. announced that the Georgia Department of Banking and Finance closed its subsidiary bank, Atlantic Southern Bank, and appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. Atlantic Southern Financial Group, Inc. is no longer the parent of Atlantic Southern Bank.
In a virtually simultaneous transaction, CertusBank, National Association, acquired the operations and all deposits and purchased essentially all assets of the Bank in a loss-share transaction facilitated by the FDIC and will continue to operate the Bank, according to an FDIC news release.
In a prepared statement, Atlantic Southern Financial Group, Inc. said: “While we ultimately were unable to save the Bank in the face of unyielding market conditions, the Board of Directors worked tirelessly over the past two years on behalf of the Company and its shareholders and attempted every reasonable solution. Our Board and management team pursued various transactions, including capital infusions, mergers with other institutions and sales of the Bank’s assets. Despite our best efforts, the continuing depressed market conditions prevented us from completing these transactions.”
Exhibit 99.2
May 23, 2011
Dear Shareholder:
It is with a deep sense of sadness that your Board of Directors informs you that on Friday, May 20, 2011, Atlantic Southern Bank (the “ Bank ”) was closed by the Georgia Department of Banking and Finance and the FDIC was appointed as receiver.
While we ultimately were unable to save the Bank, in spite of our best efforts and in the face of unyielding market conditions, we greatly appreciate your support and participation in all of our efforts throughout this endeavor. Our employees also gave their best efforts to keep the Bank going and have earned our gratitude for their dedication and hard work. I want to sincerely thank you on behalf of the Board of Directors for the loyalty that you have demonstrated.
The management team of the Bank is working with the FDIC to make the transition as smooth as possible for the Bank’s customers. In connection with the closure of the Bank, the FDIC issued a press release, dated May 20, 2011. This release contains important information for shareholders who were also customers of the Bank. The release is available at www.FDIC.gov.
The Bank’s common stock was the principal asset of Atlantic Southern Financial Group, Inc. As a result of the Bank’s closure, we believe that your investment in the Atlantic Southern Financial Group, Inc. stock no longer has any value. We encourage you to consult with your accountant or other tax consultant to determine if and how you may deduct your investment loss on your tax return.
Again, on behalf of the Board of Directors and executive management, we very much appreciate your support.
Sincerely,
William A. Fickling, III
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