8-K 1 d8k.txt FORM 8-K PERIOD ENDING 22-OCT-2001 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): October 22, 2001 QUITMAN BANCORP, INC. (Exact name of registrant as specified in its charter) Georgia 58-2365866 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) Commission File No. 0-23763 602 East Screven Street Quitman, Georgia 31643 (Address of principal executive offices and zip code0 Registrant's telephone number, including area code: (229) 263-7538 Not Applicable (Former name or former address, if changed since last report) INCLUDED INFORMATION Item 5. Other Events - Execution of Agreement and Plan of Merger On October 22, 2001, Colony Bankcorp, Inc. ("Colony") and Quitman Bancorp, Inc. ("Quitman" or "Registrant") entered into an Agreement and Plan of Merger and Reorganization (the "Agreement") whereby Colony is to acquire 100% of the outstanding shares of Quitman's common stock. Each share of Quitman common stock will receive .683 shares of Colony common stock and $4.41 in cash. This Agreement is subject to a number of conditions, including receipt of appropriate regulatory approvals. A copy of a press release issued jointly on October 23, 2001 by the Registrant and Colony is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Exhibit 2.1 Agreement and Plan of Merger and Reorganization, dated October 22, 2001. Exhibit 99.1 Joint Press Release issued on October 23, 2001 by Colony and Quitman NOTICE TO INVESTORS, OR QUITMAN SHAREHOLDERS In connection with the merger transaction, Colony will file a registration statement on Form S-4 with the Securities and Exchange Commission ("SEC") registering the shares of its own common stock to be offered as a portion of the consideration to Quitman shareholders. Pursuant to SEC rule 165, this Form 8-K does not represent an offer to sell or solicitation of an offer to buy Colony common stock in connection with the merger transaction notwithstanding Section 5(c) of the Securities Act of 1933. Investors, or Quitman Shareholders are urged to read this registration statement to be filed with the SEC because it will contain important information relevant to an investment decision. Investors, or Quitman Shareholders will be able to obtain this registration statement for free at the SEC's website (www.sec.gov) once it is filed. ----------- Also in connection with the merger transaction, Quitman will be filing a proxy statement and other relevant documents concerning the merger transaction with the SEC. This Form 8-K does not represent a proxy solicitation within the meaning of SEC Rule 14a-1, and its contents have also been filed with the SEC under cover Schedule 14A. Investors, or Quitman Shareholders, are urged to read the proxy statement when it becomes available and any other relevant documents filed with the SEC because they will contain important information regarding the merger transaction. Investors, or Quitman shareholders, will be able to obtain these documents free of charge at the SEC's website (www.sec.gov) once filed. ----------- In addition, documents filed with the SEC by Quitman may be obtained free of charge by contacting Quitman directly (phone: 229-263-7538). Quitman and its directors and officers may be deemed to be participants in the solicitation of proxies from Quitman shareholders. The directors and executive officers of Quitman include: Claude R. Butler, Walter B. Holwell, Daniel M. Mitchell, Jr., John W. Romine, Robert L. Cunningham, III, Melvin E. Plair, and Peggy L. Forgione. Collectively, as of October 22, 2001, the directors and executive officers of Quitman beneficially owned approximately 23% of the outstanding shares of Quitman's common stock. Investors, or Quitman shareholders, may obtain additional information regarding the interests of such participants by reading the proxy statement when it becomes available. 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 as of October 23, 2001. QUITMAN BANCORP, INC. By: /s/ Melvin E. Plair Melvin E. Plair President and Chief Executive Officer (Duly Authorized Representative)

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): December 19, 2000

Quitman Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Commission File No. 0-23763

Georgia	58-2365866
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
602 East Screven Street, Quitman, Georgia	31643
(Address of Principal Executive Offices)	(Zip Code)
Issuer's Telephone Number, Including Area Code:	(912) 263-7538

Item 5. Other Events and Regulation FD Disclosure

On December 19, 2000, the Board of Directors of Quitman Bancorp, Inc. (the "Company") declared a $2.92 per share special cash distribution on the Company's outstanding shares of Common Stock. Of this amount, approximately $1.43 per share constitutes a return of capital. The cash dividend is payable to shareholders of record as of December 29, 2000 and will be mailed to stockholders on or about January 11, 2000. The Company is the holding company for Quitman Federal Savings Bank.

It is the current intention of the Board of Directors to continue to pay a dividend once a year. However, due to the size of the special dividend, stockholders should not expect any additional cash dividends during 2001. The payment of future dividends will be subject to a periodic review of the financial condition, earnings, and capital requirements of the Company and the Bank.

It is expected that the regulatory capital of the Bank will continue to exceed required levels immediately after the payment of the special dividend.

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 as of December 20, 2000.

QUITMAN BANCORP, INC. By: /s/ Melvin E. Plair Melvin E. Plair President and Chief Executive Officer (Duly Authorized Representative)

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