As Filed with the Securities and Exchange Commission on September 30, 1998
Registration No. 333-26641
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------
SOUTHWEST GEORGIA FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Georgia 58-1392259
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
201 First Street S.E.
Moultrie, Georgia
(912) 985-1120
(Address, including zip code, and
including area code, of Registrant's principal executive offices)
George R. Kirkland
201 First Street, S.E.
Moultrie, Georgia 31768
(912) 985-1120
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copies to:
Jan M. Davidson, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street
Atlanta, Georgia 30309
(404) 815-6500
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]
<PAGE>
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]_______
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]____________
<PAGE>
<PAGE>
Dear Shareholder:
We are pleased to send you this brochure outlining our Dividend
Reinvestment and Share Purchase Plan, which has been recently amended to
increase your ability to purchase additional shares of Southwest Georgia
Financial Corporation. The Plan is economical and systematic, making it
convenient for you, our shareholders, to increase your holdings in
Southwest Georgia Financial Corporation stock.
Participation in the Reinvestment Plan is free - there are no
administrative fees or broker commissions paid by investors on stock
purchases. This provides our shareholders with the opportunity to
automatically reinvest cash dividends as well as the option to purchase
additional shares of Southwest Georgia Financial Corporation stock.
You are urged to carefully review this brochure which describes the
Service. Participation is entirely voluntary and you may join or terminate
at any time. If you decide to participate, please complete the enclosed
enrollment card and return it in the addressed envelope to the American
Stock Transfer & Trust Company.
Thank you for your continued support of Southwest Georgia Financial
Corporation.
Sincerely,
John H. Clark Cecil W. Alvis
Vice Chairman and President and Chief
Chief Executive Officer Operating Officer
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THE PLAN HIGHLIGHTS
AUTOMATIC DIVIDEND REINVESTMENT
At your request prior to dividend payment time, you can conveniently
increase your Southwest Georgia Financial Corporation holdings at NO COST
by automatically reinvesting your dividends in additional shares of
Southwest Georgia Financial Corporation stock through THE AMERICAN STOCK
TRANSFER & TRUST COMPANY.
Even if your dividend is not enough to buy a whole share of Southwest
Georgia Financial Corporation stock, you will be credited with a fractional
share computed to three decimal places. Fractional shares start earning
dividends toward the next dividend payment the same way full shares do.
NO ADMINISTRATION FEES OR BROKER COMMISSIONS
You will save on broker commissions. Since there is no extra charge
to you for commissions or trust service charges for purchases, the entire
dollar amount of your dividend will be invested. All costs are paid by
Southwest Georgia Financial Corporation when shares or fractions of shares
are purchased through the Plan.
VOLUNTARY CASH INVESTMENTS
Under the Plan, you have the option of adding to your investment with
voluntary cash payments. After your first dividend has been invested, you
can send amounts from $5 to $5,000 per month. Payments can be made at any
time, as often as you like.
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SIMPLIFIED RECORD KEEPING
You will receive a detailed statement showing your total dividend
received, the number of shares purchased, and total shares held in the Plan
after each investment.
ADMINISTRATOR
The Plan is administered by American Stock Transfer & Trust Company,
Transfer Agent for Southwest Georgia Financial Corporation. Once you have
enrolled in the Plan, you do not need to take any further action unless you
opt to send additional voluntary cash investments. American Stock Transfer
& Trust Company will handle the details of each transaction.
HOW TO PARTICIPATE
If you wish to reinvest your dividends automatically or make
additional cash investments in Southwest Georgia Financial Corporation
stock, simply complete the enclosed enrollment card and mail it to American
Stock Transfer & Trust Company. Send all communications to the following
address:
American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
(Telephone: 1-800-278-4353)
Please retain this brochure for your records. If you join the Plan
now, you may find it a handy reference whenever you have questions. All
correspondence for or questions about the Plan should be sent to American
Stock Transfer & Trust Company at the above address and should include a
reference to Southwest Georgia Financial Corporation.
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ADDITIONAL SERVICES
If you wish, American Stock Transfer & Trust Company will hold for
safekeeping any Southwest Georgia Financial Corporation stock certificates
that you may already have, by depositing them into your Plan account. If
you are interested, please write to or call American Stock Transfer & Trust
Company for details. There is no charge for such deposit, and by making
such deposit, you will be relieved of the responsibility of loss, theft or
destruction of the stock certificate.
Because you bear the risk of loss in sending Common Stock certificates
to American Stock Transfer & Trust Company, it is recommended that
certificates be sent by registered mail, return receipt requested, and
properly insured. Certificates should not be endorsed, but must be
accompanied by written instructions directing American Stock Transfer &
Trust Company to hold the certificates for you. Whenever certificates are
issued to you, either upon request or upon termination of participation,
differently numbered certificates will be transmitted to you.
TERMINATION
No permanent commitment is required. You may withdraw full shares
from your account at any time, and you can terminate your participation in
the Plan by writing to American Stock Transfer & Trust Company. If you
terminate, stock certificates will be issued in your name; if you so
direct, your shares will be sold for you at the current market price, and
the proceeds will be sent to you after deducting any applicable service
charge and a brokerage commission. At the time of termination, any
fractional shares will be converted to cash based upon the current market
price. A check for the proceeds will be sent to you.
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TABLE OF CONTENTS
Page
Letter to Shareholders . . . . . . . . . . . . . . . . . 1
Plan Highlights . . . . . . . . . . . . . . . . . . . . . 2
Available Information . . . . . . . . . . . . . . . . . . 7
Incorporation of Certain Documents by Reference . . . . . 7
The Company . . . . . . . . . . . . . . . . . . . . . . . 8
The Plan . . . . . . . . . . . . . . . . . . . . . . . . 8
Purpose . . . . . . . . . . . . . . . . . . . . . . . 8
Participation . . . . . . . . . . . . . . . . . . . . 8
Administration . . . . . . . . . . . . . . . . . . . . 9
Advantages . . . . . . . . . . . . . . . . . . . . . . 10
Purchases . . . . . . . . . . . . . . . . . . . . . . 10
Voluntary Cash Contributions . . . . . . . . . . . . . 11
Costs . . . . . . . . . . . . . . . . . . . . . . . . 12
Reports to Participants . . . . . . . . . . . . . . . 12
Certificates for Shares . . . . . . . . . . . . . . . 12
Termination of Participation in the Plan and Withdrawal
of Shares . . . . . . . . . . . . . . . . . . . . . 13
Federal Income Tax Consequences to Participants . . . 14
Other Provisions of the Plan . . . . . . . . . . . . . 14
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . 16
Legal Matters . . . . . . . . . . . . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . . . . . . . . . . . . 16
Indemnification . . . . . . . . . . . . . . . . . . . . . 16
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PROSPECTUS
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50,000 Shares of Common Stock, $1.00 par value
SOUTHWEST GEORGIA FINANCIAL CORPORATION
DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN
______________________
Southwest Georgia Financial Corporation (the "Company")
hereby offers to shareholders participation in its Dividend
Reinvestment and Share Purchase Plan (the "Plan"), which is
designed to provide a convenient method of investing cash
dividends and a voluntary cash contribution from a minimum of $5
to a maximum of $5,000 per month in shares of the Company's
Common Stock (the "Common Stock") without payment of brokerage
commissions or other charges. The terms and provisions of the
Plan are summarized in question and answer format in this
Prospectus.
Reinvested cash dividends and voluntary cash contributions
will be used to purchase Common Stock from the Company, in the
open market, in negotiated transactions, or a combination of the
foregoing (the "Participating Stock").
The price of Common Stock purchased under the Plan will be
either (a) if pursuant to open market purchases, at a price equal
to the average price of all shares of stock purchased in the open
market for the Company's shareholders who elect to participate in
the Plan (the "Participants") with respect to a particular
dividend payment date or Cash Contribution Investment Date
(defined as the first business day of a month) with the aggregate
funds used for such purchases or, (b) if pursuant to authorized
but unissued shares or treasury stock obtained from the Company,
or in negotiated transactions, at the average of the high and low
sales price of the Participating Stock on the American Stock
Exchange or any exchange or The Nasdaq Stock Market on which the
Participating Stock is then traded on the date when such shares
are acquired from the Company (or, if no trade occurred on an
exchange or The Nasdaq Stock Market on that date, on the next
preceding day when a trade of the Participating Stock occurred).
The Common Stock is traded on the American Stock Exchange
under the symbol "SGB". This Prospectus relates to 50,000
authorized but unissued shares of Common Stock offered for
purchase under the Plan. This Prospectus should be retained for
future reference.
Shareholders who do not desire to participate in the Plan
will continue to receive cash dividends, as declared, in the
usual manner.
___________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS OR
DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF A
BANK AND ARE NOT INSURED BY THE BANK INSURANCE FUND
OF THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY.
_________________________
The date of this Prospectus is September 30, 1998
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AVAILABLE INFORMATION
The Company is a reporting company subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements, and other information filed with the
Commission can be inspected and copied at the Public Reference Room of
the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549; at its regional offices located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained by mail from the
Public Reference Section of the Commission, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Copies of such material
and other information concerning the Company will be available for inspection
at the offices of The American Stock Exchange, 86 Trinity Place, New York,
New York 10006, (212) 306-1000. The Commission maintains a site on the World
Wide Web (http://www.sec.gov.) that contains reports, proxies, and other
information regarding registrants. This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits thereto that
the Company has filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents filed with the Commission:
(1) Its Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (the "Annual Report"), filed pursuant to Section 13 of the
Exchange Act;
(2) The description of the Common Stock contained in the Company's
Registration Statement under Section 12 of the Exchange Act, and any
amendment or reports filed for the purpose of updating such description;
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act subsequent to the date of the Annual Report
and prior to the termination of the offering made hereby shall be deemed
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. See "Available Information." Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, including any beneficial owner, upon request of
any such person, a copy of any or all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents not specifically
incorporated by reference). Written or telephone requests should be directed
to George Kirkland, Southwest Georgia Financial Corporation, 201 First
Street, S.E., Moultrie, Georgia 31768, (912) 985-1120.
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THE COMPANY
Southwest Georgia Financial Corporation (the "Company") is a
Georgia bank holding company organized in 1980, which acquired
100% of the total outstanding shares of Southwest Georgia Bank
(formerly known as Moultrie National Bank (the "Bank")) in 1981.
The Company's sole business is providing banking services to
individuals and businesses principally in Colquitt County and
surrounding counties of Southwest Georgia through the Bank, its
only subsidiary. The Bank commenced operations in 1928. It is
an FDIC insured, state-chartered commercial bank.
The Company's executive office is located at 201 First
Street, S.E. Moultrie, Georgia 31768, and its telephone number is
(912) 985-1120.
THE PLAN
The following questions and answers explain the Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The Dividend Reinvestment and Share Purchase Plan (the
"Plan") provides holders of Common Stock of the Company with a
convenient and economical way to reinvest cash dividends in and
make voluntary cash contributions to purchase shares of Common
Stock without paying brokerage commissions or other charges. If
shares are acquired from the Company, and not in the open market
or in negotiated transactions, the Company will receive funds to
be used for general corporate purposes.
PARTICIPATION
2. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of Common Stock who have shares registered
in their names are eligible to participate in the Plan. If stock
is registered in someone else's name, such as a broker or
nominee, and you would like to participate, you must either make
appropriate arrangements for that person to participate on your
behalf, or you must become a shareholder of record by having
those shares with respect to which you wish to participate
transferred to your name.
You will not be eligible to participate in the Plan if
you reside in a jurisdiction in which it is unlawful for the
Company to permit your participation.
Your right to participate in the Plan is not
transferable apart from a transfer of your Common Stock to
another person.
Shareholders who do not participate in the Plan will
continue to receive cash dividends, as declared, in the usual
manner.
3. WHAT OPTIONS ARE AVAILABLE TO THOSE ELIGIBLE TO
PARTICIPATE?
You may have dividends on all or some of your shares
automatically reinvested in Common Stock and, if you elect to do
this, you may also make a voluntary cash contribution of not less
than $5 up to a maximum of $5,000 per month, for the purchase of
additional shares of Common Stock. See Question 12 for information
on making voluntary cash contributions.
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ADMINISTRATION
4. WHO WILL ADMINISTER THE PLAN?
The Company has engaged American Stock Transfer & Trust
Company (the "Administrator") to administer the Plan, keep
records, send statements of account to each Participant, and
perform other duties related to the Plan. The Administrator will
act as agent for the Participants by purchasing shares from the
Company or in the open market or in negotiated transactions.
Shares purchased for you under the Plan will be registered in the
name of the Plan or the Administrator's nominee, and will be held
for you in safekeeping by or through the Administrator until you
request, in writing, the issuance of certificates for all or some
of your shares, as more fully explained in Question 17.
The Administrator may at any time resign by giving
written notice to the Company or be removed by the Company. If a
vacancy occurs in this position, the Company will appoint a
successor Administrator.
5. HOW DOES AN ELIGIBLE SHAREHOLDER ENROLL OR CHANGE
OPTIONS UNDER THE PLAN?
As an eligible shareholder, you may enroll by completing
and signing the Enrollment Card for the Plan (the "Enrollment
Card") and returning it to the Administrator. You may change
your reinvestment options at any time by completing and signing a
new Enrollment Card and returning it to the Administrator. If
your shares are registered in more than one name, all registered
holders must sign the Enrollment Card.
You may obtain an Enrollment Card at any time by
contacting:
American Stock Transfer & Trust Company
Attention: Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, New York 10005
1-800-278-4353
The Enrollment Card directs the Administrator to reinvest
cash dividends on all or some of the shares of Common Stock
currently or subsequently registered in your name and on all
whole and fractional shares of Common Stock credited to your Plan
account, in accordance with the Plan. Enrolling also permits you
to make a voluntary cash contribution for the purchase of
additional shares of Common Stock in accordance with the Plan.
An Enrollment Card is enclosed with this Prospectus, and
additional Enrollment Cards may be obtained at any time by
contacting the Administrator at the above address or number, or
by contacting George Kirkland at the Company.
Brokers, banks, or other nominees who wish to
participate in the Plan on behalf of their clients must submit an
Enrollment Card to the Administrator, as any other record holder,
with respect to the shares held by them that are to participate
in the Plan. Any shareholder of record that is a nominee for
others who wish to participate in the Plan must certify to the
Company the name and address of (and number of shares of Common
Stock held for) each beneficial owner on whose behalf such
participation is authorized and agree to advise the Company of
such beneficial owner's underlying ownership of Common Stock
registered in its name from time to time.
6. WHEN MAY AN ELIGIBLE SHAREHOLDER ENROLL?
As an eligible shareholder, you may enroll at any time.
Reinvestment of dividends will start with the dividend payment
occurring after receipt of your Enrollment Card, provided it is
received by the Administrator at least one business day prior to
the record date for that dividend; otherwise, reinvestment of
dividends will be delayed until the next dividend payment date.
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You will remain a Participant in the Plan until you
elect to discontinue the reinvestment of dividends, or sell or
otherwise dispose of all the shares of Common Stock with respect
to which you have elected to participate in the Plan.
ADVANTAGES
7. WHAT ARE THE ADVANTAGES OF THE PLAN?
There are six major advantages for a shareholder
electing to participate in the Plan:
(i) You may reinvest automatically your cash
dividends in additional shares of Common Stock.
(ii) You may invest a voluntary cash contribution
from $5 to a maximum of $5,000 per month in Common Stock.
(iii) You will not pay any brokerage commissions or
other charges in connection with any purchases made under the
Plan.
(iv) Your funds will be fully invested in Common
Stock because the Plan permits fractional shares to be credited
to your Plan account. Dividends on such fractional shares, as
well as on whole shares, will be reinvested in additional
shares, and such shares will be credited to your Plan account.
(v) You will avoid the need for safekeeping of
stock certificates for shares credited to your Plan account, and
you may submit your other Company stock certificates to the
Administrator for safekeeping.
(vi) Periodic statements of your Plan account
reflecting all current activity, including purchases and the
latest balance, will simplify your recordkeeping.
PURCHASES
8. HOW WILL SHARES OF COMMON STOCK BE ACQUIRED UNDER THE
PLAN?
Shares for the Plan will be acquired from the Company to
the extent made available by it and the balance, if needed,
purchased by the Administrator in the open market or in
negotiated transactions, or by a combination of the foregoing, in
the Company's discretion. The Administrator will apply the
available combined funds of all Participants to the purchase of
such shares of Common Stock as soon as practicable on or after
the relevant dividend payment date in the case of the
reinvestment of dividends and as soon as practicable on or after
the first business day of each month in the case of voluntary
cash contributions. Shares purchased from the Company will be
delivered by it, registered in the name of the Plan or the
Administrator's nominee, to the Administrator for safekeeping.
The decision to have shares purchased for the Plan in the open
market will be made by the Company in its sole discretion based
on general market conditions, the relationship between purchase
price and book value per share, regulatory requirements, and
other factors deemed relevant by the Company.
9. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares that will be purchased for a
Participant's account will depend on the amount of dividends
reinvested and voluntary cash contributions and the applicable
purchase price of the Common Stock. Your Plan account will be
credited with the number of shares (including any fractional
share computed to three decimal places) that results from
dividing the amount of any dividends you reinvest plus your
voluntary cash contributions by the applicable purchase price.
Dividends on all shares credited to your Plan account, including
fractional shares, will be automatically reinvested in additional
shares of Common Stock until such shares are sold or withdrawn
from your Plan account.
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The Plan does not represent a change in the Company's
dividend policy or a guarantee of future dividends. The Board of
Directors of the Company will continue to determine whether to
pay dividends based on the Company's earnings, financial
condition, and other factors.
10. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER
THE PLAN?
In the case of dividend reinvestment, shares will be
purchased as soon as practicable on or after the dividend payment
date (the "Investment Date"). In the case of voluntary cash
contributions, shares will be purchased as soon as practicable on
or after the first business day of each month (the "Voluntary
Cash Contribution Investment Date"). A Participant's account
will be credited with fractional shares computed to three decimal
places. The Administrator will make every reasonable effort to
reinvest all dividends and invest cash contributions promptly
after receipt except where, in the opinion of the Administrator
or the Company's legal counsel, such investments are restricted
by any applicable state or Federal securities law. In any event,
all cash dividends paid to the Administrator for the benefit of
Participants will be invested within 30 days of receipt by the
Administrator. All dividends and cash contributions will be held
pending investment in a non-interest bearing account maintained
by the Administrator. Any amount received as a voluntary cash
contribution will be returned by mail to the Participant if the
Administrator receives a written notice requesting such return at
least 48 hours prior to the next Voluntary Cash Contribution
Investment Date following the Administrator's receipt of the
voluntary cash contribution.
No interest will be paid on funds held by the
Administrator.
11. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE
PURCHASED UNDER THE PLAN?
Since it may not be possible or practicable for the
Administrator to acquire sufficient shares for the Plan with
respect to a particular Investment Date or Voluntary Cash
Contribution Date at one time unless they are purchased from the
Company, purchases for the Plan may occur at various times and at
various purchase prices.
Cash dividends and voluntary cash contributions credited
to a Participant's account will be commingled with the cash
dividends and voluntary cash contributions credited to all
accounts under the Plan. Such dividends and cash contributions
will be applied to the purchase of Participating Stock, if
pursuant to open market purchases, at a price equal to the
average price of all shares of Participating Stock purchased in
the open market for Plan Participants with respect to a
particular Investment Date or Voluntary Cash Contribution Date,
as the case may be, with the aggregate funds used for such
purchases and, if pursuant to authorized but unissued shares or
treasury stock obtained from the Company, or in negotiated
transactions, at the average of the high and low sales price of
the Participating Stock on the American Stock Exchange or any
exchange or The Nasdaq Stock Market on which the Participating
Stock is then traded on the date when such shares are acquired
from the Company (or, if no trade occurred on an exchange or The
Nasdaq Stock Market on that date, on the next preceding day when
a trade of the Participating Stock occurred).
VOLUNTARY CASH CONTRIBUTIONS
12. HOW CAN A PARTICIPANT MAKE VOLUNTARY CASH
CONTRIBUTIONS?
A Participant can make voluntary cash purchases by
sending the Administrator a check or money order with the form
provided with the Enrollment Card and each periodic statement.
Do not send cash. Each voluntary cash contribution must be at
least $5 per month, and such payments cannot exceed $5,000 per
month. The same amount of money need not be sent each month.
Voluntary cash contributions from foreign Participants must be
made in U.S. Dollars.
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13. WHEN WILL VOLUNTARY CASH CONTRIBUTIONS BE INVESTED?
Voluntary cash contributions received at least one
business day prior to the last business day of a month will be
applied to the purchase of shares for your account as soon as
practicable on or after the first business day of the following
month. Under no circumstances will interest be paid on voluntary
cash contributions.
14. UNDER WHAT CIRCUMSTANCES WILL A VOLUNTARY CASH
CONTRIBUTION BE RETURNED?
Your uninvested voluntary cash contribution will be
returned to you upon written request received by the
Administrator at least 48 hours prior to a Voluntary Cash
Contribution Investment Date. In addition, any voluntary cash
contribution received less than one business day prior to the
last business day of the month will not be invested on the
following Voluntary Cash Contribution Investment Date and will be
returned if received more than 45 days prior to the next
Voluntary Cash Contribution Investment Date.
COSTS
15. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION
WITH PURCHASES UNDER THE PLAN?
No. There are no brokerage commissions or other charges
to Participants in connection with purchases under the Plan.
Costs of administration of the Plan will be paid by the Company.
REPORTS TO PARTICIPANTS
16. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE
PLAN?
As soon as practical after each purchase of shares of
Common Stock under the Plan for your account, a statement of
account will be mailed to you. These statements are your
continuing record of current activity and the cost of your
purchases, and should be retained for tax purposes. In addition,
you will receive copies of communications sent to all
shareholders of the Company, including the Company's Annual
Report to Shareholders, its Notice of Annual Meeting and Proxy
Statement, and information you will need for reporting your
dividend income for Federal income tax purposes.
CERTIFICATES FOR SHARES
17. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
No. Certificates will not be issued to you for shares
credited to your Plan account unless you make a request to the
Administrator in writing to do so or unless the Plan is
terminated. Shares purchased through the Plan will be credited
to your Plan account, but they will not be registered in your
name. Instead, they will be registered in the name of the Plan or
the Administrator's nominee and credited to your Plan account.
The number of shares credited to your Plan account will be shown
on the periodic statement of your account. This convenience
protects against loss, theft, or destruction of stock
certificates, permits ownership of fractional shares, and reduces
the costs to be borne by the Company. At any time, you may
request in writing that the Administrator send you a certificate
for all or some of the whole shares credited to your Plan
account. The request should be mailed to the Administrator at
the address shown in Question 5. Certificates for fractional
shares will not be issued under any circumstances, but cash
payments will be made as described in Question 20.
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18. MAY A PARTICIPANT DEPOSIT OTHER STOCK CERTIFICATES
INTO HIS OR HER PLAN ACCOUNT?
Yes. The Administrator will deposit into your Plan
account and hold for safekeeping any Company stock certificates
that you may already have. If you are interested in this
service, please write to the Administrator at the address shown
in Question 5 for details. There is no charge for such deposits,
and by making such deposits, you will be relieved of the
responsibility for loss, theft or destruction of the certificate.
Because you bear the risk of loss in sending Company
stock certificates to the Administrator, it is recommended that
certificates be sent to the Administrator by registered mail,
return receipt requested, and properly insured. Certificates
should not be endorsed, but must be accompanied by written
instructions directing the Administrator to hold the certificates
for you. Whenever certificates are issued to you, either upon
request or upon termination of participation, differently
numbered certificates will be transmitted to you.
19. MAY SHARES IN A PLAN ACCOUNT BE PLEDGED?
No. Shares credited to your Plan account may not be
pledged or assigned, and any such purported pledge or assignment
shall be void. If you wish to pledge or assign such shares, you
must withdraw such shares from your Plan account.
TERMINATION OF PARTICIPATION IN THE PLAN AND WITHDRAWAL OF SHARES
20. HOW CAN A PARTICIPANT TERMINATE PARTICIPATION IN THE
PLAN OR WITHDRAW SOME OF THE SHARES CREDITED TO THE PLAN ACCOUNT?
You may direct the Administrator, in writing, at any
time to discontinue the reinvestment of dividends. You may also
withdraw all or some of the shares credited to your Plan account
by notifying the Administrator in writing and specifying the
number of shares to be withdrawn. This notice should be mailed
to the Administrator at the address shown in Question 5. Any
remaining whole and fractional shares will continue to be
credited to your Plan account.
So long as dividends on shares held in your Plan account
are reinvested, you may also make voluntary cash contributions.
If the request to terminate or withdraw shares is not
received at least five business days prior to the record date
for a dividend payment, any amount paid on the payment date will
be reinvested for the Participant's account. The termination or
withdrawal request will be processed as soon after the dividend
payment date as practicable. Under such circumstances, your
termination or withdrawal will not be effective until that
dividend has been reinvested. Thereafter, all dividends as to
which you have terminated participation will be paid to you in
cash unless you elect to enroll in the Plan again, which you may
do at any time.
When a Participant terminates his participation in the
Plan or upon termination of the Plan by the Company, certificates
for full shares of Common Stock credited to a Participant's
account under the Plan will be issued and a cash payment will be
made for any fraction of a share. Upon request, the
Administrator will sell full shares of Common Stock of a
Participant and pay the proceeds of such sale to the Participant
after deducting a nominal service fee and brokerage fees, if any.
The sale will generally be made by the Administrator for the
Participant's account in the open market within five business
days after receipt of the request. Any fractional interests in
shares may be aggregated and sold with those of other terminating
Participants. The proceeds to each Participant will be the
average sales price of all shares so aggregated and sold, less
applicable service fees and brokerage commissions, if any.
Any voluntary cash contribution received by the
Administrator prior to receipt of a notice to discontinue
dividend reinvestment will be invested in accordance with the
Plan unless return of the payment is requested in a written
notice received at least 48 hours prior to Voluntary Cash
Contribution Investment Date or in any circumstance where the
Administrator is otherwise required by law or the Plan to return
your payment.
-13-
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
21. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN?
In general, Participants will have the same federal income
tax consequences relating to dividends on their shares as any
other holder of the Company's Common Stock.
A Participant will be treated for federal income tax
purposes as having received on each dividend payment date the
full amount of the cash dividend payable on that dividend payment
date with respect to shares registered in the Participant's name
and shares held for the Participant's account under the Plan,
increased by the amount of any brokerage commissions and service
charges on open market purchases paid by the Company on the
Participant's behalf, even though that amount or a portion
thereof is not actually received by the Participant in cash, but
instead is applied to the purchase of new shares for the
Participant's account.
A Participant's federal income tax basis for shares
acquired under the Plan with reinvested dividends, or with
voluntary cash contributions, will be the purchase price of such
shares on the date of purchase, or the amount of such voluntary
cash contributions, as applicable, increased by the amount of any
brokerage commissions and service charges on open market
purchases paid by the Company on the Participant's behalf. The
information sent to you and the Internal Revenue Service will
show the amount paid on your behalf.
Participants will not realize any taxable income when
they receive certificates for whole shares credited to their
accounts under the Plan, either upon request for such
certificates or upon withdrawal from or termination of the Plan.
However, Participants who receive, upon withdrawal from or
termination of the Plan, a cash payment for any full share then
sold for them or for a fractional share then held in their
account will realize a gain or loss measured by the difference
between the amount of the cash which they receive and the tax
basis of such share or fraction.
For foreign Participants who elect to have their
dividends reinvested and whose dividends are subject to United
States income tax withholding, an amount equal to the dividends
payable to such Participants, less the amount of tax required to
be withheld, will be applied to the purchase of Common Stock
under the Plan.
Federal tax law imposes certain reporting requirements
upon brokers and certain other parties. As a result, the
Administrator will be required to report to the Internal Revenue
Service and you any sales of Common Stock by the Administrator
for your Plan account. If your dividends become subject to
federal backup withholding tax, dividends reinvested for you
under the Plan will be reduced by the amount of tax required to
be withheld.
The foregoing is only an outline of the Company's
understanding of some of the applicable tax provisions. For
further information on the tax consequences of participation in
the Plan, including any future changes in applicable laws and
regulations, and interpretations thereof, you should consult your
own tax advisor.
OTHER PROVISIONS OF THE PLAN
22. WHAT HAPPENS IF THE COMPANY DECLARES A STOCK
DIVIDEND OR A STOCK SPLIT?
Shares of Common Stock distributed by the Company
pursuant to a stock dividend or a stock split with respect to
shares of Common Stock credited to your Plan account will be
added to your Plan account.
23. HOW WILL A PARTICIPANT'S SHARES CREDITED TO A PLAN
ACCOUNT BE VOTED AT SHAREHOLDERS' MEETINGS?
Shares credited to your Plan account will be voted as
you direct. A proxy card will be sent to you in connection with
any annual or special meeting of shareholders. This proxy will
apply to all shares owned by you, including shares credited to
your Plan account, and, if properly signed, will be voted in
accordance with the instructions that you give on the proxy card.
-14-<PAGE>
24. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE
ADMINISTRATOR UNDER THE PLAN?
The Company and the Administrator will not be liable for
any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out
of the failure to terminate a Participant's Plan account upon
such Participant's death prior to receipt of notice in writing of
such death, or any claim with respect to the timing or the price
of any purchase or sale, or with respect to any loss or
fluctuation in the market value after any purchase of shares.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE
ADMINISTRATOR CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST
A LOSS ON SHARES PURCHASED OR SOLD UNDER THE PLAN.
25. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, amend, or
terminate the Plan at any time, including the period between a
dividend record date and the related dividend payment date. The
Company also reserves the right to make modifications to the Plan
and to appoint a new agent in the place of the Administrator at
any time. Participants will be notified of any such suspension,
amendment, termination, or modification, but any such
suspensions, amendments, terminations, or modifications will be
effective on adoption, even before Participants receive notice
thereof. Upon a termination of the Plan, except in the
circumstances described below, any uninvested voluntary cash
contributions will be returned, a certificate for whole shares
credited to your Plan account will be issued, and a cash payment
will be made for any fractional share credited to your account.
If the Company terminates the Plan for the purpose of
establishing another dividend reinvestment and Common Stock
purchase plan, Participants in the Plan will be enrolled
automatically in such new plan, and shares credited to their Plan
accounts will be credited automatically to such new plan, unless
notice is received to the contrary.
The Company also reserves the right to terminate any
shareholder's participation in the Plan at any time.
26. HOW MAY SHAREHOLDERS OBTAIN ANSWERS TO OTHER
QUESTIONS REGARDING THE PLAN?
Shareholders may obtain answers to other questions
concerning the Plan by writing or calling the Administrator. See
Question 5 for the Administrator's address and telephone number.
27. HOW IS THE PLAN TO BE INTERPRETED?
The Plan, the Enrollment Card signed by Participants,
and the Participants' Plan accounts shall be governed by and
construed in accordance with the laws of the State of Georgia and
applicable state and federal securities laws. Any question of
interpretation arising under the Plan will be determined by the
Company, and any such determination will be final.
The Company may adopt rules and regulations to
facilitate the administration of the Plan.
-15-<PAGE>
28. WHAT ARE SOME OF THE RESPONSIBILITIES OF
PARTICIPANTS?
You have no right to draw checks or drafts against your
Plan account or to give instructions to the Administrator with
respect to any shares of Common Stock or cash held therein except
as expressly provided in the Plan. You should notify the
Administrator promptly in writing of any change of address.
Notices to Participants will be given by letter addressed to them
at their last address of record with the Administrator under the
Plan.
USE OF PROCEEDS
If shares of Common Stock are sold pursuant to the Plan by
the Company, the Company intends to apply the proceeds received
in such sales for its general corporate purposes. The Company
does not know precisely the number of shares of its Common Stock
that it will ultimately sell pursuant to the Plan or the prices
at which those shares will be sold, and therefore cannot
determine the amount of proceeds that will be generated. If
shares of Common Stock are purchased by the Plan in the open
market or in negotiated transactions, the Company will not
receive any proceeds from such purchases.
LEGAL MATTERS
The validity of the shares offered by this Prospectus will
be passed upon for the Company by Kilpatrick Stockton LLP, 1100
Peachtree Street, Suite 2800, Atlanta, Georgia 30309. Partners
and associates of Kilpatrick Stockton owned [20,448] shares of
the Company's Common Stock as of the date of this prospectus.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference from the Company's Annual Report on Form
10-K, have been audited by Draffin & Tucker, Albany, Georgia,
certified public accountants, as stated in their report
incorporated by reference therein and incorporated herein by
reference and have been so included in reliance upon the report
of such firm even upon their authority as experts in accounting
and auditing.
INDEMNIFICATION
Directors, officers, employees, and agents of the Company
are entitled to indemnification as expressly permitted by the
provisions of the Georgia Business Corporation Code, the
Company's Articles of Incorporation and Bylaws, as amended, and
the Company's liability insurance. The Company's Articles of
Incorporation also generally provide that no director of the
Company will be liable for monetary damages for breach of his or
her duty as a director. The Company's Articles eliminate or
limit the liability of a director only to the extent permitted
under Georgia law.
The Bylaws of the Company provide that any person may be
indemnified by the Company for reasonable expenses actually
incurred in connection with any action, suit or proceeding, civil
or criminal, to which he shall be made a party by reason of his
being or having been a director or officer of the Company or of
any corporation which he served in any such capacity at the
request of the Company. The foregoing right of indemnification
or reimbursement is not exclusive of other rights to which such
person may be entitled as a matter of law. In general, the effect
of the above-referenced provisions of the Bylaws of the Company
and the provisions of Georgia law is that the Company will
indemnify its directors and officers for reasonable expenses and
damages actually incurred in connection with any action, suit or
proceeding, civil or criminal, to which they shall be made a
party by reason of their being or having been directors or
officers of the Company, provided that such persons are not
finally adjudged to have been guilty of or liable for gross
negligence, willful misconduct or criminal acts in the
performance of their duties for the Company.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to such provisions,
or otherwise, the Company has been informed that in the opinion
of the Commission, such indemnification is against public policy
as expressed in that Act and is, therefore, unenforceable.
-16-<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF ANY OFFER TO BUY, THE COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF, OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
-17-
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
-------------------------------------------
The registrant will pay the expenses of issuance and
distribution of this Registration Statement and related
prospectus. Estimated expenses in connection with the issuance
and distribution of the securities covered by the Registration
Statement are as follows:
Registration Fee Under Securities Act of 1933 $ 2,970.00
Printing, Engraving and Reproduction $ 500.00
Legal Fees and Expenses $ 8,000.00
Accounting Fees and Expenses $ 500.00
Administrative Fees $ 1,030.00
----------
TOTAL $ 13,000.00
==========
Item 15. Indemnification of Directors and Officers
-----------------------------------------
The Bylaws of the Company provide that any person may be indemnified
by the Company for reasonable expenses actually incurred in connection with
any action, suit or proceeding, civil or criminal, to which he shall be
made a party by reason of his being or having been a director or officer of
the Company or of any corporation which he served in any such capacity at
the request of the Company. The foregoing right of indemnification or
reimbursement is not exclusive of other rights to which such person may be
entitled as a matter of law. In general, the effect of the above-referenced
provisions of the Bylaws of the Company and the provisions of Georgia law,
is that the Company will indemnify its directors and officers for
reasonable expenses and damages actually incurred in connection with any
action, suit or proceeding, civil or criminal, to which they shall be made
a party by reason of their being or having been directors or officers of
the Company, provided that such persons are not finally adjudged to have
been guilty of or liable for gross negligence, willful misconduct or
criminal acts in the performance of their duties for the Company.
The Company's Articles of Incorporation provide that no director of
the Company shall be personally liable to the Company or its shareholders
for monetary damages for breach of his duty of care or other duty as a
director. The Articles eliminate or limit the liability of a director only
to the extent permitted under Georgia law.
Item 16. Exhibits
--------
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number
5 The opinion of Kilpatrick Stockton LLP as to the legality of the
securities being registered.*
23(a) Consent of Kilpatrick Stockton LLP. Consent of Kilpatrick Stockton
LLP is contained in the legal opinion of such firm filed as Exhibit
5 to the Registration Statement.
II-1
<PAGE>
23(b) Consent of Draffin & Tucker
99 Dividend Reinvestment Plan of Southwest Georgia Financial
Corporation, as amended and restated.
___________________________
*previously filed
Item 17. Undertakings
------------
(a) Rule 415 Offering
-----------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be in the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the issuer
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this amendment
to registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Moultrie, State of Georgia, on
this 16th day of September, 1998.
SOUTHWEST GEORGIA FINANCIAL CORPORATION
By: /s/ John H. Clark
John H. Clark, Vice Chairman and Chief
Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints John H. Clark and George R. Kirkland and either of them, their
true and lawful attorneys-in-fact with full power of substitution, for him
or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to
this Registration Statement, and to sign a Registration Statement pursuant
to rule 462(b) under the Securities Act of 1933 and to cause the same to be
filed, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby granting to
said attorneys-in-fact and agent, full power and authority to do and
perform each and every act and thing whatsoever requisite or desirable to
be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact and agents, or
their substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed by the following
persons on the 16th day of September, 1998.
Signature Title
- --------- -----
/s/ John H. Clark
- ----------------------- Vice Chairman and Chief Executive Officer
John H. Clark (Principal Executive Officer)
/s/ Leo T. Barber, Jr.
- ------------------------ Chairman
Leo T. Barber, Jr.
/s/ Albert W. Barber
- ------------------------ Director
Albert W. Barber
/s/ Jack Short
- ------------------------ Vice Chairman
Jack Short
II-3<PAGE>
/s/ Robert M. Duggan
- ------------------------ Director
Robert M. Duggan
/s/ Richard L. Moss
- ------------------------ Director
Richard L. Moss
/s/ E. J. McLean, Jr.
- ------------------------ Director
E.J. McLean, Jr.
/s/ Johnny R. Slocumb
- ------------------------- Director
Johnny R. Slocumb
/s/ Roy Reeves
- ------------------------- Director
Roy Reeves
/s/ Lee C. Redding
- ------------------------- Director
Lee C. Redding
/s/ Cecil W. Alvis
- -------------------------- President; Chief Operating Officer and Director
Cecil W. Alvis
/s/ George R. Kirkland
- -------------------------- Senior Vice President and Treasurer
George R. Kirkland (Principal Financial and Accounting Officer)
II-4
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
5 The opinion of Kilpatrick Stockton LLP, Attorney
at Law, as to the legality of the securities being
registered*
23(a) Consent of Kilpatrick Stockton LLP (Included in
Exhibit 5)
23(b) Consent of Draffin & Tucker
99 Dividend Reinvestment Plan of Southwest Georgia
Financial Corporation, as amended and restated
___________________________
*previously filed
II-5
EXHIBIT 23(b)
DRAFFIN & TUCKER
CERTIFIED PUBLIC ACCOUNTANTS
P.O. BOX 6
2617 GILLIONVILLE ROAD
ALBANY, GEORGIA 31702-0006
(912) 883-7878
FAX (912) 435-3152
September 23, 1998
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference into this
Registration Statement of Southwest Georgia Financial Corporation on
Form S-3 of our report dated January 23, 1998.
We also consent to the filing of this opinion as an exhibit to
the Registration Statement and reference to us under the headings
"Experts" therein.
/s/ Draffin & Tucker
Albany, Georgia
By: /s/ William R. Rambo
William R. Rambo, Partner
DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN OF
SOUTHWEST GEORGIA FINANCIAL CORPORATION,
AS AMENDED AND RESTATED
The purpose of this Dividend Reinvestment and Share Purchase
Plan ("Plan"), of Southwest Georgia Financial Corporation (the
"Company"), as amended and restated, is to provide the holders of
record of the common stock, $1.00 par value (the "Common Stock")
of the Company, and its successors and assigns, with a simple and
convenient method of investing cash dividends and voluntary cash
contributions in shares of the Common Stock of the Company
without payment of any brokerage commission. The shares of
Common Stock purchased pursuant to the Plan (the "Participating
Stock") will be authorized but unissued shares obtained from the
Company, shares obtained in privately negotiated transactions, or
shares purchased on the open market by American Stock Transfer &
Trust Company in its capacity as Administrator of the Plan, or
any successor administrator (for purposes of the Plan, references
to "Administrator" will refer to the American Stock Transfer &
Trust Company or any successor Administrator). The terms and
conditions of the Plan are set forth as follows:
1. ELIGIBILITY. All holders of record of Common Stock are
eligible to participate in the Plan. Beneficial owners of Common
Stock whose shares are held for them in registered names other
than their own, such as in the names of brokers, bank nominees or
trustees, should, if they wish to participate in the Plan,
arrange for the holder of record to participate on their behalf.
2. ENROLLMENT. Any holder of record of Common Stock may
elect to become a participant in the Plan ("Participant") by
returning to the Administrator a properly completed authorization
card (the "Enrollment Card") in the form to be provided. The
completed Enrollment Card appoints the Administrator as agent for
the Participant and:
(i) authorizes the Company to pay to the Administrator for
the Participant's account all cash dividends payable on the
Common Stock which the Participant has enrolled in the Plan;
(ii) authorizes the Administrator, as agent, to retain for
credit to the Participant's account any cash dividends and
any Common Stock that are distributed as a non-cash dividend
or otherwise on the Participating Stock and credited to the
Participant's account, and to distribute to the Participant
any other non-cash dividend paid on such Participating
Stock;
(iii) authorizes the Administrator, as agent, to apply
such cash dividends to the purchase of shares of Common
Stock in accordance with the terms and conditions of the
Plan; and
(iv) authorizes the Administrator, as agent, to apply
voluntary cash contributions to the purchase of
Participating Stock.
The Enrollment Card provides for the purchase of
Participating Stock through the following investment options:
<PAGE>
(i) FULL DIVIDEND REINVESTMENT directs the Agent to invest
in accordance with the Plan all cash dividends on all shares
of Common Stock then or subsequently registered in a
Participant's name; or
(ii) PARTIAL DIVIDEND REINVESTMENT directs the Agent to
invest in accordance with the Plan the cash dividends on all
of the shares held in the Participant's name that are
designated on the Enrollment Card; or
(iii) if participating in dividend reinvestment, voluntary
cash contributions, with a minimum contribution of $5 and a
maximum contribution of $5,000 per month, which directs the
Administrator to invest such contributions in Common Stock
in accordance with the Plan.
Participants may change their investment options under the
Plan at any time by completing a new Enrollment Card and
returning it to the Administrator.
3. ACCOUNT OF PARTICIPANT. After receipt of the properly
completed Enrollment Card, the Administrator will open an account
under the Plan as agent for the Participant and will credit to
such account:
(i) all cash dividends received by the Administrator from
the Company on shares of Common Stock registered in the
Participant's name and enrolled in the Plan by the
Participant and voluntary cash contributions received from
the Participant, commencing with the first such dividends
paid or contributions received by the Administrator after
receipt of the Enrollment Card, provided the Enrollment Card
is received by the Administrator at least one business day
prior to the record date of the dividend in the case of the
reinvestment of dividends and at least one business day
prior to the last business day of a month in the case of
voluntary cash contributions;
(ii) all full or fractional Participating Stock purchased
for the Participant's account;
(iii) all cash dividends received by the Administrator
on any full or fractional Participating Stock credited to
the Participant's account;
(iv) any shares of Common Stock distributed by the Company
as a dividend or otherwise on Participating Stock credited
to the Participant's account;
(v) any Participating Stock transferred by the Participant
pursuant to Paragraph 10 of the Plan; and
(vi) all voluntary cash contributions received by the
Administrator.
4. REINVESTMENT OF DIVIDENDS AND INVESTMENT OF VOLUNTARY
CASH CONTRIBUTIONS.
(a) Cash dividends and voluntary cash contributions
credited to a Participant's account will be commingled with the
cash dividends and voluntary cash contributions credited to all
2
<PAGE>
accounts under the Plan. Such dividends and cash contributions
will be applied to the purchase of Participating Stock, if
pursuant to open market purchases, at a price equal to the
average price of all shares of Common Stock purchased in the open
market for Plan Participants with respect to a particular
dividend payment date or the date the purchases are made with
voluntary cash contributions, as the case may be, with the
aggregate funds used for such purchases and, if pursuant to
authorized but unissued shares or treasury stock obtained from
the Company, or in negotiated transactions, at the average of the
high and low sales price of the Common Stock on the American
Stock Exchange, or any exchange, or The Nasdaq Stock Market, on
which the Common Stock is then traded, on the date when such
shares are acquired from the Company (or, if no trade occurred
on an exchange or The Nasdaq Stock Market on that date, on the
next preceding day when a trade of the Common Stock occurred).
(b) Purchases with reinvested dividends will be made once
per quarter, commencing on the next dividend payment date or the
following business day if the dividend payment date is not a
business day, and being completed as soon thereafter as
practicable.
(c) Purchases with voluntary cash contributions received by
the Administrator within one business day of the last business
day of the month will be made on the first business day of the
following month (the "Cash Contribution Investment Date").
(d) A Participant's account will be credited with
fractional shares computed to three decimal places. The
Administrator will make every reasonable effort to reinvest all
dividends and invest cash contributions promptly on or after each
dividend payment date or Cash Contribution Investment Date except
where, in the opinion of the Administrator or the Company's legal
counsel, such investments are restricted by any applicable state
or federal securities law. In any event, all cash dividends paid
to the Administrator for the benefit of Participants will be
invested within 30 days of each dividend payment date by the
Administrator. Voluntary cash contributions received more than
45 days before a Cash Contribution Investment Date will be
returned to the Participant. All dividends and cash
contributions will be held pending investment in a non-interest
bearing account maintained by the Administrator. Any amount
received as a voluntary cash contribution will be returned by
mail to the Participant if the Administrator receives a written
notice requesting such return at least 48 hours prior to the next
Cash Contribution Investment Date following the Administrator's
receipt of the voluntary cash contribution.
5. REPORTS. The Administrator will promptly mail to each
Participant a statement confirming each purchase of Participating
Stock made for his or her account, which will be based on the
amount of dividends reinvested, the amount of voluntary cash
contributions made, and the purchase price for the Common Stock.
Participants will incur no brokerage commissions or service
charges for purchases made under the Plan. All brokerage
commissions or service charges for purchases made under the Plan
and all other costs of administration of the Plan will be paid by
the Company.
6. NO CERTIFICATES. The Administrator may hold the
Participating Stock of all Participants together in its name or
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in the name of its nominee. No certificates will be delivered to
a Participant for Participating Stock except upon written request
or upon termination of the account. A Participant may request
certificates for any full shares credited to his or her account
at any time. No certificates will be delivered for fractional
shares. If a Participant requests certificates but does not
terminate the shares participating in the Plan, dividends on such
shares will continue to be reinvested in accordance with the
Plan.
7. REGISTRATION ACCOUNT. Accounts under the Plan will be
maintained in the name in which the Participant's certificates
are registered when the Participant enrolls in the Plan, and
certificates for full shares will be similarly registered when
issued to the Participant. Certificates will be registered and
issued in names other than the account name, subject to
compliance with any applicable laws and payment by the
Participant of any applicable fees and taxes, provided that the
Participant makes a written request therefor in accordance with
the usual requirements of the Company for the registration of a
transfer of the Participating Stock.
8. TAXES. The Administrator will comply with all
applicable Internal Revenue Service requirements concerning the
filing of information returns for dividends credited to each
account under the Plan and such information will be provided to
the Participant by a duplicate of that form or in a final
statement of the account for each calendar year. With respect to
foreign Participants whose dividends are subject to United States
income tax withholding and with respect to Participants subject
to the backup withholding requirements, the Administrator will
comply with all applicable Internal Revenue Service requirements
concerning the amount of tax to be withheld from the dividends
prior to reinvestment.
9. PROXY SOLICITATION; VOTING OF COMMON STOCK. The
Administrator will promptly forward any proxy solicitation
materials to the Participant. The Administrator will vote any
Participating Stock that it holds for the Participant's account
in accordance with the Participant's directions. If a
Participant returns a signed proxy to the Administrator without
directing how such shares are to be voted, the Administrator will
vote such shares on any proposal in accordance with the Company
recommendations.
10. TRANSFERS OF PARTICIPATING STOCK TO ADMINISTRATOR. The
Participant may transfer any Participating Stock held of record
in his or her name to the Administrator or the Administrator's
nominee and such shares will be held by the Administrator for the
Participant's account as Participating Stock subject to the terms
and conditions of this Agreement.
11. SAFEKEEPING OF OTHER STOCK CERTIFICATES. Upon request
of a Participant, the Administrator, without charge, will hold
for safekeeping any other Company Common Stock certificates that
the Participant already owns by depositing them in the
Participant's Plan account. A Participant may obtain stock
certificates from the Participant's Plan account pursuant to
Section 6 hereof.
12. TERMINATION OF PLAN ACCOUNT OR WITHDRAWAL OF SHARES. A
Participant may terminate his or her account or withdraw some of
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the shares credited to the Plan account at any time by giving a
written notice of termination or withdrawal of shares to the
Administrator. Any such notice of termination or withdrawal of
shares received by the Administrator less than five business days
prior to a dividend record date will not become effective until
dividends paid in relation to such record date have been
invested. When a Participant terminates his or her participation
in the Plan or upon termination of the Plan by the Company,
certificates for full shares of Common Stock credited to a
Participant's account under the Plan will be issued and a cash
payment will be made for any fraction of a share. Upon request,
the Administrator will sell full shares of Common Stock of a
Participant and pay the proceeds of such sale to the Participant
after deducting a nominal service fee and brokerage fees, if any.
The sale will generally be made by the Administrator for the
Participant's account in the open market within five business
days after receipt of the request. Any fractional interests in
shares may be aggregated and sold with those of other terminating
Participants, less applicable service fees and brokerage
commissions, if any. The proceeds to each Participant will be
the average sales price of all shares so aggregated and sold.
If the request to terminate or withdraw shares is not
received at least five business days prior to the record date for
a dividend payment, any amount paid on the payment date will be
reinvested for the Participant's account. The termination or
withdrawal request will be processed as soon after the dividend
payment date as practicable.
So long as dividends on shares held in the Plan account are
reinvested, the Participant may also make voluntary cash
contributions.
13. NOTICES TO PARTICIPANTS. The Participant shall notify
the Administrator promptly in writing of any change of address.
Notices or statements from the Administrator to the Participant
may be given or made by letter addressed to the Participant at
his last address of record with the Administrator and any such
notice or statement shall be deemed given or made when received
by the Participant or two days after mailing, whichever occurs
earlier.
14. EXPENSES OF ADMINISTRATOR. In addition to any payments
made by the Company to the Administrator to administer the Plan,
the Company will either pay directly or reimburse the
Administrator for the reasonable costs of printing and
distributing Plan literature to record holders of Common Stock,
forwarding proxy solicitation materials to Participants, and
mailing confirmations of account transactions, account
statements, and other notices to Participants, and reasonable
clerical expenses associated therewith.
15. DUTIES AND RESPONSIBILITIES. Neither the Company, the
Administrator, nor its nominee(s) shall be liable hereunder for
any act or omission to act by the Company, the Administrator or
its nominee or for any action taken in good faith or for any good
faith omission to act, including, without limitation, any claims
of liability (i) arising out of failure to terminate the
Participant's account upon the Participant's death prior to
receipt of written notice of such death accompanied by
documentation satisfactory to the Administrator; (ii) with
respect to the prices at which Participating Stock are either
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purchased or sold for the Participant's account or the time of or
terms on which such purchases or sales are made; or (iii) the
market value or fluctuations in market value after purchase of
Participating Stock credited to the Participant's account. The
Company further agrees to indemnify and hold harmless the
Administrator, and its nominee(s) from all taxes, charges,
expenses, assessments, claims, and liabilities, and any costs
incident thereto, arising under federal or state law from the
Company acts or omissions to act in connection with this Plan;
provided that neither the Administrator nor its nominees may be
indemnified against any liability for claims arising out of the
Administrator's or its nominee's own willful misfeasance, bad
faith, gross negligence, or reckless disregard of its duties
under the Plan.
16. RIGHTS OFFERING. If a Participant is entitled to
participate in a rights offering, his or her entitlement will be
based upon the Participant's total holdings, including the shares
of Common Stock credited to him or her under the Plan. Rights
certificates will, however, only be issued for whole shares.
17. AMENDMENT AND TERMINATION OF THE PLAN. Notwithstanding
any other provision of the Plan, the Company reserves the right
to amend, suspend, modify or terminate the Plan at any time. All
Participants will receive notice of any such amendments,
termination, suspensions or modifications, but any such
amendments, termination, suspensions or modifications shall be
effective upon adoption, even prior to the time a Participant is
deemed to have received notice.
18. INTERPRETATION. The Company has the authority to
interpret and regulate the Plan as may be necessary or desirable
in connection with the operation of the Plan. Any such
interpretation or regulation will be final.
19. ROLE OF ADMINISTRATOR. It is understood that all
purchases or sales of Participating Stock pursuant to the Plan
will be made by the Administrator as the independent agent of the
Participant, and the Administrator shall have the sole authority
or power to direct the time and price at which securities may be
purchased or sold pursuant to the Plan or the amount of
securities to be purchased or sold.
20. GOVERNING LAW. The Enrollment Card provided for herein
is made by this reference a part of this Plan, and the Plan and
the accounts of Participants maintained by the Administrator
under this Plan shall be governed by and construed in accordance
with the internal laws of the State of Georgia.
21. LIMITATION OF ACCOUNT REGISTRATIONS. The Company
reserves the right to limit or combine account registrations with
identical tax payer identifications. In addition, the Company
reserves the right to terminate or deny enrollment of any
shareholder who participates in a manner abusive of the purpose
and intent of the Plan as determined by the Company or in a
manner deemed by the Company not to be in the best interests of
shareholders generally.
As amended and restated and approved by the Board of
Directors of Southwest Georgia Financial Corporation on this 16th
day of September, 1998.
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SOUTHWEST GEORGIA FINANCIAL
CORPORATION
By: /s/ John H. Clark
John H. Clark, Vice Chairman
and Chief Executive Officer
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SOUTHWEST GEORGIA FINANCIAL CORPORATION
ENROLLMENT CARD FOR DIVIDEND REINVESTMENT AND SHARE
PURCHASE PLAN
I hereby elect to participate in the Dividend Reinvestment
and Share Purchase Plan of Southwest Georgia Financial
Corporation in accordance with the provisions as outlined in the
Plan prospectus. By checking the box below, I authorize the Plan
Administrator of Southwest Georgia Financial Corporation to
reinvest dividends earned on shares of Common Stock registered in
my name as follows (Please check one):
/ / FULL DIVIDEND REINVESTMENT / / PARTIAL DIVIDEND REINVESTMENT
I wish to reinvest dividends on I wish to have dividends
all shares reinvested on _______ (please
registered in my name. fill in number) shares registered
in my name.
/ / VOLUNTARY CASH CONTRIBUTION
I wish to invest $_____ (a minimum of $5 and
a maximum of $5,000 per month)
in Company Common Stock. I understand that I must
participate in dividend reinvestment to make
voluntary cash payments.
Under each of the options above, Participants may make voluntary
cash payments subject to a minimum of $5 and a maximum of $5,000 per
month.
Please return this card as soon as possible ONLY if you wish to
participate in the Dividend Reinvestment and Share Purchase Plan. If you
do not return this card you will continue to receive your dividend check
as you have in the past.
___________________________ ________________________________
Date Signature
_________________________________
Signature
Return this Enrollment Card to:
American Stock Transfer & Trust Company
Attention: Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, New York 10005
1-800-278-4353
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