SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Flag Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
33832H107
(CUSIP Number)
Jeffrey L. Gendell
55 Railroad Avenue, Greenwich, Connecticut 06830 (203) 769-2000
(Name, address and telephone number of person
authorized to receive notices and communications)
July 25, 2006
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 33832H107 13D Page 2 of 10 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Financial Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
731,753
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
731,753
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
731,753
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.33%
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(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 33832H107 13D Page 3 of 10 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Management, L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
731,753
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
731,753
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
731,753
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.33%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 33832H107 13D Page 4 of 10 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey L. Gendell
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
731,753
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
731,753
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
731,753
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.33%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 33832H107 13D Page 5 of 10 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, par value $1.00 (the "Common
Stock") of Flag Financial Corporation (the "Company"). The Company's principal
executive offices are located at 3475 Piedmont Road N.E. Suite 550, Atlanta,
Georgia 30305.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Tontine Financial Partners, L.P., a Delaware limited partnership
("TFP"), with respect to the shares of Common Stock directly owned
by it;
(ii) Tontine Management, L.L.C., a Delaware limited liability company
("TM"), with respect to the shares of Common Stock directly owned
by TFP; and
(iii) Mr. Jeffrey L. Gendell ("Mr. Gendell") with respect to the shares
of Common Stock directly owned by TFP.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
(b) The address of the principal business and principal office of TFP
and TM is 55 Railroad Avenue, Greenwich, Connecticut 06830. The
business address of Mr. Gendell is 55 Railroad Avenue, Greenwich,
Connecticut 06830.
(c) The principal business of TFP is serving as a private investment
limited partnership. The principal business of TM is serving as
General Partner to TFP. Mr. Gendell serves as the Managing Member
of TM.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, was,
or is subject to, a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) TFP is a limited partnership organized under the laws of the State
of Delaware. TM is a limited liability company organized under the
laws of the State of Delaware. Mr. Gendell is a United States
citizen.
CUSIP No. 33832H107 13D Page 6 of 10 Pages
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock directly owned by TFP is approximately $6,093,920. Neither Mr.
Gendell nor TM owns directly any shares of Common Stock.
The shares of Common Stock purchased by TFP were purchased with working
capital and on margin. TFP's margin transactions are with UBS Securities LLC, on
such firm's usual terms and conditions. All or part of the shares of Common
Stock directly owned by TFP may from time to time be pledged with one or more
banking institutions or brokerage firms as collateral for loans made by such
bank(s) or brokerage firm(s) to TFP. Such loans bear interest at a rate based
upon the broker's call rate from time to time in effect. Such indebtedness may
be refinanced with other banks or broker-dealers.
Item 4. Purpose of the Transaction.
Each of the Reporting Persons may make purchases of shares of Common Stock
from time to time and may dispose of any or all of the shares of Common Stock
held by him or it at any time. None of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. Each of
the Reporting Persons may, at any time and from time to time, review or
reconsider his or its position and formulate plans or proposals with respect
thereto, but has no present intention of doing so.
CUSIP No. 33832H107 13D Page 7 of 10 Pages
Item 5. Interest in Securities of the Issuer.
A. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: 731,753
Percentage: 4.33% The percentages used herein and in
the rest of Item 5 are calculated based upon the 16,904,223 shares of Common
Stock issued and outstanding as of May 3, 2006 as reported in the Company's 10Q
for the quarterly period ended March 31, 2006.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 731,753
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 731,753
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions by TFP in the Common Stock
within the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) TM, the general partner of TFP, has the power to direct the
affairs of TFP, including decisions respecting the receipt of dividends from,
and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is
the managing member of TM and in that capacity directs its operations.
(e) The Reporting Persons ceased to be the beneficial owners of
more than 5% of the shares of Common Stock as of July 25, 2006.
B. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 731,753
Percentage: 4.33%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 731,753
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 731,753
(c) TM did not enter into any transactions in the Common Stock of
the Company within the last sixty days. The trading dates, number of shares of
Common Stock purchased or sold and the price per share for all transactions in
the Common Stock within the last sixty days on behalf of TFP, which were all in
the open market, are set forth in Schedule A, and are incorporated by reference.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of
more than 5% of the shares of Common Stock as of July 25, 2006.
C. Jeffrey L. Gendell
(a) Aggregate number of shares beneficially owned: 731,753
Percentage: 4.33%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 731,753
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 731,753
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock within the last sixty days on behalf of TFP,
which were all in the open market, are set forth in Schedule A, and are
incorporated by reference.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of
more than 5% of the shares of Common Stock as of July 25, 2006.
CUSIP No. 33832H107 13D Page 8 of 10 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement originally filed with the 13D to
which this amendment relates, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof and between such persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Not applicable
CUSIP No. 33832H107 13D Page 9 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: August 4, 2006
/s/ JEFFREY L. GENDELL
----------------------
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C., and as
general partner of
Tontine Financial Partners, L.P.
CUSIP No. 33832H107 13D Page 10 of 10 Pages
Schedule A
Tontine Financial Partners, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
7/25/06 (4,325.00) $25.00