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 7, 2007
ATLANTIC COAST FEDERAL CORPORATION
(Exact name of Registrant as specified in its charter)
Federal 000-50962 59-3764686
-------- --------- ----------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
505 Haines Avenue, Waycross, Georgia 31501
(Address of principal executive offices)
(800) 342-2824
Registrant's telephone number, including area code
Not Applicable
(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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
On May 7, 2007, the Boards of Directors of Atlantic Coast Federal Corporation
(the "Company"), Atlantic Coast Federal, MHC, (the "Mutual Holding Company"),
and Atlantic Coast Bank (the "Bank") each adopted the Plan of Conversion and
Reorganization of Atlantic Coast Federal, MHC and Atlantic Coast Federal
Corporation (the "Plan") pursuant to which the Mutual Holding Company will
undertake a "second-step" conversion and cease to exist. The Bank will
reorganize from a two-tier mutual holding company structure to a stock holding
company structure. The Mutual Holding Company currently owns approximately 64%
of the shares of common stock of the Company.
Pursuant to the Plan, (i) the Bank will become a wholly owned subsidiary of a
to-be-formed Maryland corporation ("New Holding Company"), (ii) the shares of
common stock of the Company held by persons other than the Mutual Holding
Company (whose shares will be canceled) will be converted into shares of common
stock of the New Holding Company pursuant to an exchange ratio designed to
preserve the percentage ownership interests of such persons, and (iii) the New
Holding Company will offer and sell shares of commons stock representing the
ownership interest of the Mutual Holding Company to eligible members of the
Mutual Holding Company in a subscription offering.
Shares not subscribed for in the subscription offering are expected to be
available for sale in a community offering to members of the local community and
the general public. The number and price of shares to be sold in the conversion
offering and the exchange ratio for current shareholders of the Company will be
based on an independent appraisal that has yet to be performed. A copy of the
Plan is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Company announced the adoption of the Plan in a press release dated May 7,
2007. A copy of the press release is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
2.1 Plan of Conversion and Reorganization
99.1 Press release dated May 7, 2007
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 COAST FEDERAL CORPORATION
Date: May 10, 2007 By: /s/ Robert J. Larison, Jr.
-------------------------------------------
Robert J. Larison, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)
EXHIBIT INDEX
Exhibit
Number Description of Exhibit(s)
-------- --------------------------
2.1 Plan of Conversion and Reorganization
99.1 Press release dated May 7, 2007