Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C0fSoHrxyluY8JL5S12+PVx52tzq2LNQXj1CiOuQzZfK5UQOjffJpyj3otsUBoVk FkoabrgDYuscfUGuoaCOzA== 0001193125-06-134911.txt : 20060623 0001193125-06-134911.hdr.sgml : 20060623 20060623150914 ACCESSION NUMBER: 0001193125-06-134911 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060623 DATE AS OF CHANGE: 20060623 GROUP MEMBERS: EDWARD J. HARRELL GROUP MEMBERS: ELAINE DEMAREST GROUP MEMBERS: SPP FINANCIAL SERVICES, INC. GROUP MEMBERS: SPP HOLDING COMPANY, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRIFFITH BENJAMIN W III CENTRAL INDEX KEY: 0001179156 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 4784771000 MAIL ADDRESS: STREET 1: 6304 PEAKE RD CITY: MACON STATE: GA ZIP: 31210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Atlantic Southern Financial Group, Inc. CENTRAL INDEX KEY: 0001313730 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 582596072 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80479 FILM NUMBER: 06922160 BUSINESS ADDRESS: STREET 1: 4077 FORSYTH ROAD CITY: MACON STATE: GA ZIP: 31210 BUSINESS PHONE: 478-757-8181 MAIL ADDRESS: STREET 1: 4077 FORSYTH ROAD CITY: MACON STATE: GA ZIP: 31210 FORMER COMPANY: FORMER CONFORMED NAME: NSB HOLDINGS, INC. DATE OF NAME CHANGE: 20050107 FORMER COMPANY: FORMER CONFORMED NAME: NSB Holdings, Inc. DATE OF NAME CHANGE: 20050107 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

FEDERAL DEPOSIT INSURANCE CORPORATION

Washington, D.C. 20006

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Atlantic Southern Financial Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

648811-10-7

(CUSIP Number)

June 13, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)


1.		Names of Reporting Persons. SPP Holding Company, L.P. (“Partnership”) I.R.S. Identification Nos. of above persons (entities only).

		58-2334570
2.		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) x
3.		SEC Use Only

4.		Citizenship or Place of Organization

		Georgia


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power

		60,000 shares, except that SPP Financial Services, Inc. (“Corporation”), the General Partner of Partnership, may be deemed to have sole power to vote these shares, and Benjamin W. Griffith, III (“Griffith”), Edward J. Harrell (“Harrell”), and Elaine Demarest (“Demarest”), directors of Corporation, may be deemed to have shared power to vote these shares.
		6. Shared Voting Power

		See response to Row 5
		7. Sole Dispositive Power

		60,000 shares, except that Corporation, the General Partner of Partnership, may be deemed to have sole power to vote these shares, and Griffith, Harrell, and Demarest, directors of Corporation, may be deemed to have shared power to vote these shares.
		8. Shared Dispositive Power

		See response to Row 7


9.		Aggregate Amount Beneficially Owned by Each Reporting Person

		60,000
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11.		Percent of Class Represented by Amount in Row (9)

		1.82%
12.		Type of Reporting Person (See Instructions)

		PN

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1.		Names of Reporting Persons. SPP Financial Services, Inc. (“Corporation”) I.R.S. Identification Nos. of above persons (entities only).

		58-2334557
2.		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) x
3.		SEC Use Only

4.		Citizenship or Place of Organization

		Georgia


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power

		60,000 shares all of which are directly owned by Partnership. Corporation, the General Partner of Partnership, may be deemed to have sole power to vote these shares, and Griffith, Harrell, and Demarest, directors of Corporation, may be deemed to have shared power to vote these shares.
		6. Shared Voting Power

		See response to Row 5
		7. Sole Dispositive Power

		60,000 shares, all of which are directly owned by Partnership. Corporation, the General Partner of Partnership, may be deemed to have sole power to dispose of these shares, and Griffith, Harrell, and Demarest, directors of Corporation, may be deemed to have shared power to dispose of these shares.
		8. Shared Dispositive Power

		See response to Row 7


9.		Aggregate Amount Beneficially Owned by Each Reporting Person

		60,000
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11.		Percent of Class Represented by Amount in Row (9)

		1.82%
12.		Type of Reporting Person (See Instructions)

		HC

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1.		Names of Reporting Persons. Benjamin W. Griffith, III (“Griffith”) I.R.S. Identification Nos. of above persons (entities only).

		###-##-####
2.		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) x
3.		SEC Use Only

4.		Citizenship or Place of Organization

		United States Citizen


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power

		103,000
		6. Shared Voting Power

		60,000 shares, all owned directly by Partnership. Griffith is a director of Corporation and may be deemed to have shared power to vote these shares.
		7. Sole Dispositive Power

		103,000
		8. Shared Dispositive Power

		60,000 shares, all owned directly by Partnership. Griffith is a director of Corporation and may be deemed to have shared power to dispose of these shares.


9.		Aggregate Amount Beneficially Owned by Each Reporting Person

		163,000
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11.		Percent of Class Represented by Amount in Row (9)

		4.93%
12.		Type of Reporting Person (See Instructions)

		IN

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1.		Names of Reporting Persons. Edward J. Harrell (“Harrell”) I.R.S. Identification Nos. of above persons (entities only).

		###-##-####
2.		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) x
3.		SEC Use Only

4.		Citizenship or Place of Organization

		United States Citizen


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power

		1,500
		6. Shared Voting Power

		60,000 shares, all owned directly by Partnership. Harrell is a director of Corporation and may be deemed to have shared power to vote these shares.
		7. Sole Dispositive Power

		1,500
		8. Shared Dispositive Power

		60,000 shares, all owned directly by Partnership. Harrell is a director of Corporation and may be deemed to have shared power to dispose of these shares.


9.		Aggregate Amount Beneficially Owned by Each Reporting Person

		61,500
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11.		Percent of Class Represented by Amount in Row (9)

		1.86%
12.		Type of Reporting Person (See Instructions)

		IN

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1.		Names of Reporting Persons. Elaine Demarest (“Demarest”) I.R.S. Identification Nos. of above persons (entities only).

		###-##-####
2.		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) x
3.		SEC Use Only

4.		Citizenship or Place of Organization

		United States Citizen


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power

		0
		6. Shared Voting Power

		60,000 shares, all owned directly by Partnership. Demarest is a director of Corporation and may be deemed to have shared power to vote these shares.
		7. Sole Dispositive Power

		0
		8. Shared Dispositive Power

		60,000 shares, all owned directly by Partnership. Demarest is a director of Corporation and may be deemed to have shared power to dispose of these shares.


9.		Aggregate Amount Beneficially Owned by Each Reporting Person

		60,000
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11.		Percent of Class Represented by Amount in Row (9)

		1.81%
12.		Type of Reporting Person (See Instructions)

		IN

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Item 1.

(a)

Name of Issuer

Atlantic Southern Financial Group, Inc.

(b)

Address of Issuer’s Principal Executive Offices

4077 Forsyth Road, Macon, Georgia 31210

Item 2.

(a)

Name of Person Filing

This Statement is filed by SPP Holding Company, L.P., a Georgia limited partnership (“Partnership”), and the general partner of Partnership, SPP Financial Services, Inc. (“Corporation”), Benjamin W. Griffith, III (“Griffith”), a director of Corporation, Edward J. Harrell (“Harrell”), a director of Corporation, and Elaine Demarest (“Demarest”), a director of Corporation. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

Corporation, the general partner of Partnership, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Partnership. Griffith, Harrell, and Demarest are a directors of Corporation and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by Partnership.

(b)

Address of Principal Business Office or, if none, Residence

SPP Holding Company, L.P.

240 Third Street

P. O. Box 1606

Macon, Georgia 31201

(c)

Citizenship

Partnership is a Georgia limited partnership. Corporation is a Georgia corporation. Griffith, Harrell, and Demarest are United States citizens.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

648811-10-7

Item 3.

Not Applicable

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Item 4.	Ownership. The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of June 14, 2006.

	(a)	Amount beneficially owned: See Row 9 of cover page for each Reporting Person.

	(b)	Percent of class: See Row 11 of cover page for each Reporting Person.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote. See Row 5 of cover page for each Reporting Person.

		(ii)	Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

		(iii)	Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

		(iv)	Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

Item 5.	Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x

Item 6.	Ownership of More than Five Percent on Behalf of Another Person. Under certain circumstances set forth in the partnership agreement of Partnership, the general partners, limited partners, or members as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer, owned by each such entity of which they are a general partner, limited partner, or member.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A

Item 8.	Identification and Classification of Members of the Group If a group has filed this schedule pursuant to §§240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §§240.13d-1(c) or §§240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit “A” attached hereto.

Item 9.	Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A

Item 10.	Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


June 22, 2006
Date

SPP HOLDING COMPANY, L.P.
BY:	SPP FINANCIAL SERVICES, INC.,
	General Partner

	BY:	/s/ Edward J. Harrell
		EDWARD J. HARRELL, President

SPP FINANCIAL SERVICES, INC.,

BY:	/s/ Edward J. Harrell
	EDWARD J. HARRELL, President

/s/ Benjamin W. Griffith, III
BENJAMIN W. GRIFFITH, III, Director

/s/ Edward J. Harrell
EDWARD J. HARRELL, Director

/s/ Elaine Demarest
ELAINE DEMAREST, Director

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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EXHIBIT INDEX

Exhibit

Found on Sequentially

Numbered Page

Exhibit A:

Agreement of Joint Filing

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EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Atlantic Southern Financial Group, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: June 22, 2006


Entities:		SPP Holding Company, L.P.
		SPP Financial Services, Inc.


SPP HOLDING COMPANY, L.P.
BY:	SPP FINANCIAL SERVICES, INC.,
	General Partner

	BY:	/s/ Edward J. Harrell
		EDWARD J. HARRELL, President

SPP FINANCIAL SERVICES, INC.,

BY:	/s/ Edward J. Harrell
	EDWARD J. HARRELL, President


Individuals:		Benjamin W. Griffith, III
		Edward J. Harrell
		Elaine Demarest

/s/ Benjamin W. Griffith, III

BENJAMIN W. GRIFFITH, III

/s/ Edward J. Harrell

EDWARD J. HARRELL

/s/ Elaine Demarest

ELAINE DEMAREST

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