8-K

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) September 30, 2004

SOUTHCREST FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Georgia	333-112845	58-2256460
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

108 South Church Street, Thomaston, Georgia	30286-4104
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (706) 647-5426

UPSON BANKSHARES, INC.

(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 2.01 Completion of Acquisition or Disposition of Assets

     As previously disclosed, Upson Bankshares, Inc. (“Upson”) and First Polk Bankshares, Inc. (“First Polk”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), for a merger of equals whereby First Polk would be merged with and into Upson (the “Merger”), with the combined company to be named SouthCrest Financial Group, Inc (the “Company”). The Merger Agreement, as amended, is incorporated herein by reference into this Item 2.01. The Merger was approved by the shareholders of both Upson and First Polk on September 22, 2004.

     Following the resolution of all conditions set forth in the Merger Agreement, the Merger was completed and effective as of September 30, 2004 and Upson’s name was changed to SouthCrest Financial Group, Inc.

     In consideration for the Merger, each share of First Polk was converted into the right to receive either (i) $16.00 in cash or (ii) one share of Upson’s common stock. In addition, Upson’s shareholders also have the right to redeem their shares of Upson’s common stock for $16.00 per share in cash. Under the terms of the Merger Agreement, elections by the former shareholders of First Polk to receive cash for their shares and the shareholders of Upson to redeem their shares for cash are subject to adjustment so that no more than $1,500,000 in cash is paid to shareholders in connection with the Merger. The Company expects to issue up to 1,484,029 share of its common stock to the former shareholders of First Polk in connection with the merger.

Item 9.01 Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired

     The financial statements of First Polk required by this item will be filed by amendment to this Current Report on Form 8-K not later than December 16, 2004, 71 days after the date that this Report is required to be filed with the SEC.

     (b) Pro Forma Financial Information

     The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K not later than December 16, 2004, 71 days after the date that this Report is required to be filed with the SEC.

     (c) Exhibits

2.1	Agreement and Plan of Merger, dated as of November 24, 2003, by and between the Company and First Polk (incorporated by reference from Exhibit 2.1 to the Company’s Registration Statement on Form S-4 (Registration No. 333-112845)).
2.1.1	Amendment to Agreement and Plan of Merger, dated as of June 30, 2004, by and between the Company and First Polk (incorporated by reference from Exhibit 2.1 to the Company’s Registration Statement on Form S-4 (Registration No. 333-112845)).
99.1	Press Release dated September 23, 2004 regarding approval of the Merger by the shareholders of the Company and First Polk.

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.

	SOUTHCREST FINANCIAL GROUP, INC.
Dated: October 4, 2004	By:	/s/ Larry T. Kuglar
		Larry T. Kuglar
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated September 23, 2004 regarding approval of the Merger by the shareholders of the Company and First Polk

EX-99.1

Exhibit 99.1

News Release
September 23, 2004

Upson Bankshares, Inc. and First Polk Bankshares, Inc. announce today that their planned merger will be complete on September 30, 2004. Shareholders of the two holding companies voted on September 22, 2004 to approve the merger of equals transaction, which created a new holding company, SouthCrest Financial Group, Inc. The new holding company will have approximately $400 million in assets.

“We are very excited about the possibilities that this combination presents. This mutually beneficial agreement gives us a partner, and with our combined assets, will allow us to achieve what neither bank alone could do. Its greater size, geographic diversity, and greater depth of management talent, should provide a solid foundation for our future growth and profitability for shareholders,” said Danny Brinks, President & CEO of Upson Bankshares, Inc. Upson Bankshares Inc. operates five full-service branches under the names Bank of Upson and Meriwether Bank & Trust in Thomaston, Luthersville, Manchester, and Warm Springs, Georgia.

“This combination offers us a rare opportunity. Bank of Upson and First National Bank of Polk County share many similarities and core values. Both are high-performing community banks with a focus on serving our customers and building enduring value for our shareholders,” said Larry Kuglar, President & CEO of First Polk Bankshares, Inc. First Polk Bankshares, Inc. operates three full-service branches under the name First National Bank of Polk County in Cedartown and Rockmart, Georgia.

The combined holding company will operate under the name SouthCrest Financial Group, Inc. Beginning October 1, 2004, Danny Brinks will serve as Chairman and Chief Operating Officer, and Larry Kuglar will serve as its President and Chief Executive Officer.

Customers of the banks won’t notice many, if any, changes. “I want to emphasize that the individual banks (Bank of Upson, Meriwether Bank & Trust, and First National Bank of Polk County) will continue to operate as separate community banks, as they do today. There won’t be any noticeable change for our customers. Our banks will continue to operate with the same names, leadership, staff, and services as always,” Danny said.

Forward-Looking Statements
This news release contains forward-looking statements regarding the merger of Upson Bankshares, First Polk Bankshares, and SouthCrest Financial Group. Forward-looking statements can be identified by the fact that they may include words like “believe”, “expect”, “anticipate”, “estimate”, and “intend” or future or conditional verbs such as “will”, “would”, “could”, or “may”, although some may use other phrasing. These forward-looking statements are based on the current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the companies’ control. Certain factors that could cause actual results to differ materially from expected include delays in completing the merger, difficulties integrating the companies, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, and legislative and regulatory changes that adversely affect the businesses in which the companies are engaged. Upson Bankshares, First Polk Bankshares, and SouthCrest Financial Group disclaims any obligation to publicly release the results of any revision that may be made to any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements.

For press questions or confirmation, please contact Mary Hightower at 706/647-5426 or e-mail mhightower@charter.net