<PAGE>
As Filed with the Securities and Exchange Commission on June 13, 1996
Registration No. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
================================================================================
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
================================================================================
CENTURY SOUTH BANKS, INC.
-------------------------
(Exact name of Registrant as specified in its charter)
Georgia 58-1455591
- -------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
455 Jesse Jewell Parkway, Suite 301, Gainesville, Georgia 30501
------------------------------------------------------------ -------
(Address of Principal Executive Offices) (Zip Code)
770/287-3464
- ------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
DIVIDEND REINVESTMENT PLAN OF
-----------------------------
CENTURY SOUTH BANKS, INC.
-------------------------
(Full title of Plan)
Thomas O. Powell, Esquire
Thomas M. Duffy, Esquire
Peterson Dillard Young Asselin & Powell
Suite 1100, 230 Peachtree Street, N.W.
Atlanta, Georgia 30303
--------------------------------------
(Name and address of agent for service)
(404) 523-3300
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of the Registration Statement.
The total number of pages in this document is 33.
<PAGE>
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, please check the following box: /_/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount of maximum maximum Amount of
to be shares to be offering price aggregate registration
registered registered/1/ per share offering price/2/ fee/2/
- ---------------------- -------------- -------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value 400,000 $14.37 $5,748,000 $1,982.07
</TABLE>
/1/ This Registration Statement also covers any additional shares that hereafter
may be awarded as a result of the adjustment and anti-dilution provisions of
the Dividend Reinvestment Plan of Century South Banks, Inc.
/2/ Estimated solely for calculating the amount of the registration fee, in
accordance with Rule 457(g), computed with respect to 400,000 shares at
$14.37 per share (the average of the closing bid and asked price of such
shares on June 10, 1996).
This Registration Statement shall become effective automatically upon the date
of filing, as determined by the Commission acting pursuant to Section 8(a) of
the Securities Act of 1933, as amended.
2
<PAGE>
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Form S-3 Item Number Heading or Subheading in Prospectus
- -------------------------------------------------------------------------------------
<S> <C>
1. Forepart of Registration Statement and COVER PAGE, CROSS-REFERENCE
Outside Front cover Page of Prospectus SHEET AND OUTSIDE FRONT COVER
PAGE OF PROSPECTUS
- -------------------------------------------------------------------------------------
2. Inside Front and Outside Back Cover INSIDE COVER PAGE
Pages of Prospectus
- -------------------------------------------------------------------------------------
3. Summary Information, Risk Factors and INTRODUCTION
Ratio of Earnings to Fixed Charges
- -------------------------------------------------------------------------------------
4. Use of Proceeds DESCRIPTION OF PLAN - USE OF
PROCEEDS
- -------------------------------------------------------------------------------------
5. Determination of Offering Price DESCRIPTION OF PLAN - ACQUISITION
OF PLAN SHARES
- -------------------------------------------------------------------------------------
6. Dilution INAPPLICABLE
- -------------------------------------------------------------------------------------
7. Selling Security Holders INAPPLICABLE
- -------------------------------------------------------------------------------------
8. Plan of Distribution DESCRIPTION OF PLAN - PURPOSE,
DESCRIPTION OF PLAN - ACQUISITION
OF PLAN SHARES
- -------------------------------------------------------------------------------------
9. Description of Securities to be Registered COMMON STOCK
- -------------------------------------------------------------------------------------
10. Interests of Named Experts and Counsel INAPPLICABLE
- -------------------------------------------------------------------------------------
11. Material Changes INAPPLICABLE
- -------------------------------------------------------------------------------------
12. Incorporation of Certain Documents by INFORMATION INCORPORATED BY
Reference REFERENCE
- -------------------------------------------------------------------------------------
13. Disclosure of Commission Position and INDEMNIFICATION OF DIRECTORS AND
Indemnification for Securities Act OFFICERS
Liabilities
- -------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
CENTURY SOUTH BANKS, INC.
500,000 Shares of Common Stock
$1.00 Par Value
Issuable Pursuant to the
Dividend Reinvestment Plan of
Century South Banks, Inc.
Century South Banks, Inc., a Georgia corporation ("CSBI") whose address is 455
Jesse Jewell Parkway, Suite 301, Gainesville, Georgia 30501 and whose
telephone number is (770) 287-3464, adopted the Dividend Reinvestment Plan of
Century South Banks, Inc. (the "Plan") on November 14, 1989 under which
shareholders are provided with a method whereby they may reinvest cash
dividends paid by CSBI on shares of its $1.00 par value common stock ("Common
Stock").
This Prospectus may be used only in connection with offers and sales by CSBI
of 500,000 shares of Common Stock pursuant to the Plan. It is not available
to any person to use for any reoffer or resale of shares of Common Stock
purchased pursuant to the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS, ARE NOT
OBLIGATIONS OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF CSBI
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
Neither the delivery of this Prospectus nor any sales made hereunder shall,
under any circumstances, create an implication that there has been no change
in the affairs of CSBI after the date hereof. No person has been authorized
by CSBI to give any information or to make any representations other than
those contained in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by CSBI.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy the securities covered by this Prospectus in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation.
THE DATE OF THIS PROSPECTUS IS JUNE 20, 1996.
4
<PAGE>
AVAILABLE INFORMATION
CSBI is subject to the information requirements of the Securities Exchange Act
of 1934, as amended ("Act") and in accordance therewith files reports and
other information with the Securities and Exchange Commission ("SEC").
Reports and information statements, and other information filed by CSBI, can
be inspected and copied at the public reference facilities maintained by the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
regional offices of the SEC: Everett McKinley Dirksen Building, Room 1204,
219 South Dearborn Street, Chicago, Illinois 60604, and New York regional
office, 75 Park Place, New York, New York 10007. Copies of such material can
be obtained from the Public Reference Section of the SEC, Washington, D.C.
20549 at prescribed rates.
INCORPORATION BY REFERENCE
Upon written request of a shareholder, a copy of any and all of the documents
referred to under the heading "Information Incorporated by Reference" and
CSBI's latest annual report to shareholders will be provided to the
shareholder. Such request should be made to the Secretary of CSBI, whose
address is 455 Jesse Jewell Parkway, Suite 301, Gainesville, Georgia 30501
and whose telephone number is (770) 287-3464.
INTRODUCTION
CSBI
CSBI was organized in 1981 and is the sole shareholder of six state-chartered
banks in Georgia, three national banking associations in Georgia, and one
state banking association in Tennessee. CSBI's subsidiaries are as follows:
Bank of Dahlonega, Dahlonega, Georgia; The Bank of Ellijay, Ellijay, Georgia;
Georgia First Bank, Gainesville, Georgia; First National Bank of Union County,
Blairsville, Georgia; First Bank of Polk County, Copperhill, Tennessee;
Fannin County Bank, N.A., Blue Ridge, Georgia; First Community Bank of
Dawsonville, Dawsonville, Georgia; Gwinnett National Bank, Duluth, Georgia;
Peoples Bank, Lavonia, Georgia; and Bank of Danielsville, Danielsville,
Georgia. The address of CSBI is 455 Jesse Jewell Parkway, Suite 301,
Gainesville, Georgia 30501, and the telephone number of CSBI is (770) 287-
3464.
ADOPTION OF PLAN
On November 14, 1989, the shareholders of CSBI approved and adopted the Plan.
The Board of Directors of CSBI, as provided by Section 18 of the Plan, has
amended the Plan to appoint Bank of Dahlonega to serve as Plan administrator
("Administrator"). The stockholders of CSBI approved the amendment to the
Plan on April 24, 1996 to provide for voluntary cash contributions to the
Plan.
5
<PAGE>
DESCRIPTION OF PLAN
PURPOSE
The purpose of the Plan is to provide the eligible holders of record of the
Common Stock of CSBI, and its successors and assigns, with a simple and
convenient method of investing cash dividends and voluntary cash payments in
additional shares of the Common Stock of CSBI without payment of any brokerage
commission. The shares of Common Stock purchased pursuant to the Plan ("Plan
Shares") will be acquired in the open market by the Administrator. All
references to the Administrator shall refer to any successor Administrator.
The Plan is primarily for the benefit of long-term investors. Its intended
purpose is meant to preclude any person, organization, or other entity from
establishing a series of related accounts. Multiple shareholder account
registrations are not specifically prohibited under the Plan except in
instances where the Company views the intent of the multiple account
registrations to be abusive of the purpose and intent of the Plan, or to have
been made in a manner deemed by the Company not to be in the best interests of
shareholders generally.
The Company reserves the right to limit or combine account registrations with
identical taxpayer 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.
ELIGIBLE PARTICIPANTS
All holders of record owning at least five shares 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 have the shares
they wish to enroll in the Plan transferred to their own names.
OPTIONAL CASH PAYMENTS
Shareholders can, whenever they wish, make voluntary cash payments from a
monthly minimum of $50.00 per contribution to an annual calendar year maximum
of $25,000 to purchase additional shares of Common Stock. A convenient form
for this purpose is included in each statement shareholders receive. Payment
should be made by check or money order payable to "Bank of Dahlonega,
Administrator CSBI Dividend Reinvestment Plan". It is not necessary to make
regular monthly payments. Voluntary cash payments received during a calendar
quarter will be invested in Common Stock quarterly, concurrently with the
regular quarterly dividend reinvestment. The voluntary cash payment must be
6
<PAGE>
received by the Administrator five business days prior to the record date for
quarterly dividend. If a check is received after the fifth (5th) business day
preceding the record date for quarterly dividend, the voluntary cash payment
will not be invested until the following quarter. No interest will be paid on
voluntary cash payments held by the Administrator prior to investments. A
participant may withdraw his voluntary cash payment by notifying the
Administrator not less that five (5) business days prior to the record date of
such payment.
PARTICIPATION
Any holder of record, holding at least five (5) shares, of Common Stock may
elect to become a participant in the Plan ("Participant") by returning to the
Administrator a properly completed Authorization Card in the form to be
provided. The completed Authorization Card appoints the Administrator as
agent for the Participant and:
(i) authorizes CSBI 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; and all of the voluntary cash payments of $50 minimum
per contribution to an annual (calendar year) maximum of $25,000 by the
participant.
(ii) authorizes the Administrator as agent to retain for credit to
Participant's account any cash dividends and any Common Stock distributed as a
non-cash dividend or otherwise on the Plan Shares and credited to
Participant's account and to distribute to the Participant any other non-cash
dividend paid on such Plan Shares; and
(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.
(iv) In making purchases for the participant's account, the Administrator may
commingle the participant's funds with those of other participants in the
Plan. The price at which the Administrator shall be deemed to have acquired
shares for the participant's account shall be the average price of all shares
purchased by it, as agent for participants in the Plan with the proceeds of a
single cash dividend and any voluntary cash payments received during a
quarter. The Administrator will hold the shares of all participants in the
name of the Administrator's nominee. The Administrator shall have no
responsibility as to the value of such shares after their purchase.
The Authorization Card provides for the purchase of Plan Shares through the
following investment options:
(i) full dividend reinvestment directs CSBI 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
7
<PAGE>
(ii) partial dividend reinvestment directs CSBI to invest in accordance with
the Plan the cash dividends on all shares held in the Participant's name which
are designated on the Authorization Card: and/or
(iii) optional cash payments through voluntary cash contributions of a minimum
of $50.00 per contribution up to an annual maximum of $25,000.
Participants may change their investment options under the Plan at any time by
completing a new Authorization Card and returning it to CSBI.
ACCOUNTS
After receipt of the properly completed Authorization 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 CSBI on shares of
Common Stock registered in the Participant's name and enrolled in the Plan by
the Participant, commencing with the first such dividends paid after receipt
of the Authorization Card, provided the Authorization Card is received at
least five business days prior to the record date of the dividend; and all
voluntary cash payments received by the Administrator from CSBI, commencing
with the first such voluntary cash payment received, provided the voluntary
cash payment was received five business days prior to record date.
(ii) all full or fractional Plan Shares purchased for Participant's account
after making appropriate deduction for the purchase price of such shares;
(iii) all cash dividends received by the Administrator on any full or
fractional Plan Shares credited to the Participant's account;
(iv) any shares of Common Stock distributed by CSBI as a dividend or
otherwise on Plan Shares credited to Participant's account; and
(v) any Plan Shares transferred by the Participant pursuant to the Plan.
ACQUISITION OF PLAN SHARES
Cash dividends and voluntary cash payments credited to a Participant's account
will be commingled with the cash dividends and voluntary cash payments
credited to all accounts under the Plan and will be applied to the purchase of
Plan Shares at a price equal to the arithmetic average of the bid and asked
price per share on the dividend payment date as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), or
such other market quotation deemed appropriate by the Administrator. Purchases
with reinvested dividends will be made on the dividend payment date or the
8
<PAGE>
following business day if the dividend payment date is not a business date. A
Participant's account will be credited with fractional shares computed to four
decimal places. The Administrator will make every reasonable effort to
reinvest all dividends promptly after receipt and in no event later than 30
days after such receipt except where, in the opinion of the Administrator's
legal counsel, such investments are restricted by any applicable state or
Federal securities law. All dividends will be held pending investment in a
non-interest bearing account maintained by the Administrator.
If for any reason the Administrator is precluded from acquiring shares of the
Common Stock for 90 consecutive days, the Administrator is required to remit
all cash in the Participant's account to the Participant promptly after such
90th day.
The Administrator will promptly mail to each Participant an annual statement
confirming each purchase of Plan Shares made for his account. Participants
will incur no brokerage commissions or service charges for purchases made
under the Plan. All costs of administration of the Plan will be paid by CSBI.
CERTIFICATES OF PLAN SHARES
The Administrator may hold the Plan Shares of all Participants together in its
name or in the name of its nominee. No certificates will be delivered to a
Participant for Plan Shares 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 anytime. No certificates will be delivered
for fractional shares. Accounts under the Plan will be maintained in the name
in which the Participant's 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 therefore in
accordance with the usual requirements of CSBI for the registration of a
transfer of the Plan Shares.
FEDERAL INCOME TAX CONSEQUENCES
Reinvested dividends will be treated as having been received by a Participant
in the form of a taxable stock distribution rather than a cash dividend. An
amount equal to the fair market value on the dividend payment date of shares
acquired with reinvested dividends will be treated as a taxable dividend. In
addition, in accordance with Internal Revenue Code of 1986, as amended,
section 243, a corporate shareholder that is a recipient of a dividend
distribution is entitled to a dividend received deduction of 70% of the full
amount of the dividends reinvested.
9
<PAGE>
Participants will not receive taxable income when they receive certificates
for whole shares credited to their account, either on their request or upon
withdrawal from or termination of the Plan. However, Participants who receive
a cash adjustment for a fractional share when they withdraw from the Plan or
if the Plan is terminated will realize a gain or loss with respect to each
fractional share. Participants may also realize a gain or loss when the
Administrator sells shares for them or they sell their own shares.
The holding period of Plan Shares acquired through reinvested dividends begins
on the day after the dividend payment date. However, Participants should be
aware that the sale of any of their shares of CSBI (whether or not acquired
under the Plan) in the period from the record date to one year after the date
of payment of a particular dividend will be treated as a sale of shares, if
any, purchased by the reinvestment of such dividend and any gains realized
will be treated as ordinary income rather than capital gain.
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
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.
VOTING OF PLAN SHARES
The Administrator will promptly forward any proxy solicitation materials to
the Participant. The Administrator will vote any Plan Shares 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 CSBI's recommendations.
TERMINATION OF ACCOUNTS
A Participant may terminate his or her account at any time by giving written
notice of termination to the Administrator. Any such notice of termination
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 that
record date have been invested. The Administrator may terminate a
Participant's account by mailing a 30-day written notice of termination to the
Participant at the last address of record with the Administrator. Upon
termination, the Participant may elect in writing to receive certificates
representing the full Plan Shares credited to the account and cash in lieu of
fractional shares or the Participant may elect in writing to receive cash for
all the full and fractional Plan Shares credited to the account. If no
written election is made at the time the Administrator receives written notice
10
<PAGE>
of termination from the Participant or prior to expiration of the 30-day
notice period when the Administrator terminates a Participant's account,
certificates will be issued for all full Plan Shares and the Participant will
receive cash for any fractional shares.
In the event a Participant elects to receive cash for the Plan Shares credited
to the account, the Administrator, as Participant's agent, will promptly sell
such Plan Shares and deliver to the Participant the proceeds of such sale,
less any termination charges, brokerage commissions and any other costs of
sale. Any full shares and fractional interests in shares may be aggregated
and sold with those of other terminating Participants. The proceeds to each
Participant, in such case, will be the average sales price of all shares so
aggregated and sold, less his or her pro rata share of any brokerage
commissions and other costs of sale. In all terminations, fractional
interests held in the Participant's Account and not otherwise aggregated and
sold will be paid for in cash at a price equivalent to the closing sale price
per share of CSBI's Common Stock as reported by NASDAQ, or other appropriate
market as determined by the Administrator, on which the stock is traded on the
date of receipt by the Administrator of the notice of termination, or if the
stock is not traded on the date of such receipt, the Administrator shall use
the arithmetic average of the bid and asked prices or such other market
quotations as it may deem appropriate on such date.
If at any time a Participant ceases to be a record holder of Common Stock
other than by transfer of shares to the Administrator to be held for the
Participant's account as provided by the Plan, the Administrator, if so
directed by CSBI in writing, may mail a written notice to such Participant
requesting instructions as to the disposition of stock in the Participant's
account under the Plan. If within 30 days after mailing such notice the
Administrator does not receive instructions from the Participant, the
Administrator may, in its discretion, terminate the Participant's account.
TRANSFER OF PLAN SHARES
A Participant may not sell, pledge, hypothecate, assign, or transfer any Plan
Shares held for his account by the Administrator, nor may the Participant have
any right to draw checks or drafts against his account. The Administrator has
no obligation to follow any instructions of the Participant with respect to
the Plan Shares or any cash held in his account except as expressly provided
under the terms and conditions of the Plan. A Participant may transfer any
Plan Shares 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 Plan Shares subject to the terms and conditions
of the Plan.
11
<PAGE>
EXPENSES
The Administrator will pay directly 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.
LIABILITY OF CSBI AND ADMINISTRATOR
The Plan provides that neither CSBI nor the Administrator, nor their nominees
shall be liable thereunder for any act or omission to act by CSBI, the
Administrator or its nominee 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 a 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 Plan Shares are either purchased or sold for
the Participant's account or the timing of or terms on which such purchases or
sales are made; or (iii) the market value or fluctuations in market value
after purchase of Plan Shares credited to the Participant's account. Pursuant
to the Plan, CSBI has agreed to indemnify and hold harmless the Administrator
and its nominees from all taxes, charges, expenses, assessments, claims, and
liabilities, and any costs incident thereto, arising under Federal or state
law from CSBI's acts or omissions to act in connection with this Plan;
provided that neither the Administrator nor its nominees may be indemnified
against any liability or costs incident thereto arising out of the
Administrator's or its nominees' own willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties under the Plan.
TERMINATION AND AMENDMENT
The Administrator or CSBI may terminate or suspend the Plan at any time by
written notice to the Participants. The terms and conditions of the Plan may
be amended by the Administrator, with the concurrence of CSBI, at any time by
the mailing of an appropriate notice at least 30 days prior to the effective
date thereof to the Participants at their last address of record with the
Administrator; provided, however that such amendments as may be required from
time to time due to changes in or new rules and regulations under the Federal
securities laws may be made by the Administrator prior to notice to each
Participant. No waiver or modification of the terms or conditions of the Plan
shall be deemed to be made by the Administrator unless in writing signed by an
authorized representative of the Administrator and CSBI, and any waiver or
modification shall apply only to the specific instance involved.
12
<PAGE>
ABANDONED PROPERTY LAWS
Century South Banks, Inc. should be notified immediately of any change of
address. A number of states have enacted abandoned property laws which
require the Administrator, on behalf of the Company, to remit to the state all
stock and dividends for those accounts for which they cannot locate the owner.
THEREFORE, IT IS IMPORTANT FOR YOU TO KEEP THE ADMINISTRATOR INFORMED OF YOUR
ADDRESS.
USE OF PROCEEDS
CSBI will receive no proceeds from the sale of the Common Stock offered
pursuant to the Plan because the Common Stock offered will be acquired solely
through open market purchases.
OTHER INFORMATION
Participants must notify the Administrator promptly in writing of any change
of address. Notices or statements from the Administrator to Participants 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 five days after mailing,
whichever occurs earlier.
In the event CSBI has a Common Stock rights offering, participation in such
offering will be based upon both the shares of Common Stock registered in
Participants' names and the shares (including fractional shares) credited to
Participants' accounts. CSBI 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.
RESTRICTIONS ON RESALE
The Plan contains no provisions restricting the resale of shares of Common
Stock acquired by Participants under the Plan.
Restrictions on resale are imposed upon all persons who may be deemed to be
"affiliates" (as such term is defined by Rules of the SEC) of CSBI. The most
probable method of resale available to affiliates is an unregistered resale in
a broker's transaction that satisfies all of the applicable conditions of Rule
144 of the SEC. Persons who are not affiliates of CSBI should generally be
able to resell shares of Common Stock acquired pursuant to the Plan without
federal securities laws restrictions pursuant to an exemption from the
registration provisions of the Securities Act of 1933, as amended.
13
<PAGE>
COMMON STOCK
CSBI's Common Stock is traded in the Over-the-Counter Market and is quoted on
NASDAQ under the symbol "CSBI". The transfer agent for the Common Stock is
CSBI.
INDEMNIFICATION OF
DIRECTORS AND OFFICERS
Section 14-2-850 of the Georgia Business Corporation Code authorizes
indemnification of directors and officers of CSBI for liability and expense
incurred by them in connection with any civil, criminal or administrative
claim or proceeding in which they may become involved by reason of their
having been a director or officer of CSBI or having served in a similar
capacity with another entity at CSBI's request. CSBI's By-Laws indemnifies
officers and directors of CSBI to the extent permitted by Georgia law. The
indemnification applies to both civil and criminal actions (including civil
actions brought as a derivative action by or in the right of CSBI) and permits
indemnification if the director or officer acted in a manner which he
reasonably believed to be in or not opposed to the best interests of CSBI and,
in addition, in criminal actions if he had no reasonable cause to believe his
conduct to be unlawful.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of CSBI pursuant to the foregoing provisions, CSBI has been informed
that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable.
INFORMATION INCORPORATED
BY REFERENCE
The following documents are incorporated herein by reference:
(a) CSBI's Annual Report on Form 10-K for the year ended December 31, 1995;
(b) CSBI's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
(c) The description of CSBI's Common Stock contained in its Registration
Statement filed pursuant to the Securities Act of 1933, as amended,
Registration Number 33-98660, as such description may be amended from time to
time; and
(d) All other reports filed by CSBI pursuant to section 13 or 15 (d) of the
Act since the end of the fiscal year covered by the Annual Report referred to
in (a) above.
In addition, all documents subsequently filed by CSBI pursuant to Sections 13,
14 and 15 (d) of the Act, prior to the filing of a post-effective amendment,
which indicates that all
14
<PAGE>
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
EXPERTS
The consolidated financial statements of Century South Banks, Inc. and
subsidiaries as of December 31, 1995 and 1994 and for each of the years in the
three-year period ended December 31, 1995, incorporated by reference herein
and elsewhere in the registration statement have been incorporated by
reference herein and in the registration statement in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein and in the registration statement, and upon
the authority of said firm as experts in accounting and auditing.
The legality of the shares of Common Stock to be issued pursuant to the Plan
is being passed upon by Peterson Dillard Young Asselin & Powell, Atlanta,
Georgia, general counsel to CSBI.
15
<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:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee Under Securities Act of 1933 $ 1,982.07
Expenses and Qualification Under State Blue $ 2,000.00
Sky Law
Printing, Engraving and Reproduction $ 2,000.00
Legal Fees and Expenses $ 2,500.00
Accounting Fees and Expenses $ 2,800.00
Fees of Plan Administration $ 5,000.00
Miscellaneous $ 1,000.00
TOTAL $17,282.07
</TABLE>
Item 15. Indemnification of Directors and Officers
-----------------------------------------
The Bylaws of Century South Banks, Inc, ("CSBI") provide that any person
may be indemnified by CSBI 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 CSBI or of any corporation which he served in any such capacity at
the request of CSBI. 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 CSBI and the provisions of Georgia law, is that CSBI 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 CSBI, 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
CSBI.
16
<PAGE>
Item 16. Exhibits
--------
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number
- ---------
<S> <C>
5 The opinion of Peterson Dillard Young Asselin & Powell ("PDYAP") as
to the legality of the securities being registered.
23 Consent of KPMG Peat Marwick LLP. Consent of PDYAP is contained in
the legal opinion of such firm filed as Exhibit 5 to the Registration
Statement.
28 Additional Exhibits:
(a) Dividend Reinvestment Plan of Century South Banks, Inc.,
as amended.
(b) Authorization Card.
</TABLE>
Item 17. Undertakings
------------
(a) Rule 145 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.
17
<PAGE>
(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.
18
<PAGE>
SIGNATURES
----------
THE REGISTRANT
--------------
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Gainesville, State of Georgia, on this 10th day of
June, 1996.
CENTURY SOUTH BANKS, INC.
By:
-------------------------------------------------------
James A. Faulkner, President and Chief Executive Officer
By:
-------------------------------------------------------
Susan J. Anderson, Senior Vice President and Chief
Financial Officer
19
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title
--------- -----
Chairman of the Board and Director
- ----------------------
J. Russell Ivie
President, Chief Executive Officer, and Director
- ----------------------
James A. Faulkner
Director
- ---------------------
Roger Bennett
Director
- ---------------------
E. H. Chambers
Director
- ---------------------
William L. Chandler
Director
- ---------------------
Clarence B. Denard
Director
- ---------------------
T. T. Folger, Jr.
Director
- ---------------------
Sherman Green
Director
- ---------------------
Dudley K. Owens
Director
- ---------------------
William D. Reeves
Director
- ---------------------
C. J. Sisson
Director
- ---------------------
E. Paul Stringer
Director
- ---------------------
Myron B. Turner
Director
- --------------------
Al J. Wimpy
Director
- ---------------------
George A. Winn
20
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Page
- -------- ----
<S> <C> <C>
5 The opinion of Peterson Dillard Young Asselin & Powell,
Attorneys at Law, as to the legality of the securities being
registered 22
23 Consent of KPMG Peat Marwick LLP 24
28 Additional Exhibits:
(a) Dividend Reinvestment Plan of Century South Banks,
Inc., as amended __
(b) Authorization Card __
</TABLE>
<PAGE>
[LETTERHEAD OF PETERSON DILLARD YOUNG ASSELIN & POWELL GOES HERE]
EXHIBIT 5
June 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Century South Banks, Inc. ("Company")/Amendment No. 1 to Registration
Statement on Form S-3 ("Registration Statement")
Dear Sirs:
We have acted as counsel to the Company, a Georgia corporation, in connection
with the Amendment of the Dividend Reinvestment Plan of the Company ("Plan"),
and with the preparation and filing of the Registration Statement for the
proposed offering of 400,000 additional shares of $1.00 par value common stock
of Company ("Common Stock") pursuant to the Plan. In connection therewith, we
have reviewed and examined the Company's Articles of Incorporation, Bylaws and
such other records as we have deemed relevant and necessary to render our
opinion as expressed herein. In addition, as to certain matters, we have relied
upon certificates and representations of Company's officers and directors.
Based on the foregoing, it is our opinion that:
1. The Company is duly organized and incorporated and exists as a
corporation in good standing under the laws of the State of Georgia;
2. All necessary corporate action has been taken by the Company to authorize
the filing of the Registration Statement with respect to the offering by the
Company of the Common Stock; and
3. The Common Stock to be issued by the Company, as more specifically
described in the Registration Statement, has been duly authorized and, when
issued and delivered against payment therefore, will be duly issued and fully
paid and nonassessable.
<PAGE>
[LETTERHEAD OF PETERSON DILLARD YOUNG ASSELIN & POWELL]
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and further consent to the use of our name under the
heading "Experts" therein.
Sincerely,
PETERSON DILLARD YOUNG
ASSELIN & POWELL
TMD:llt
<PAGE>
EXHIBIT 23
ACCOUNTANTS' CONSENT
The Board of Directors
Century South Banks, Inc.
We consent to the incorporation by reference in the Amendment No. 1 to the
Registration Statement on Form S-3 of century South Banks, Inc. of our report
dated January 19, 1996, relating to the consolidated balance sheets of Century
South Banks, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, shareholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1995, which
report appears in the Century South Banks, Inc.'s 1995 Annual Report and is
incorporated by reference in the 1995 annual report on Form 10-K of Century
South Banks, Inc., and to the reference to our firm under the heading "Experts"
in the prospectus.
Our report dated January 19, 1996 refers to a change in the accounting for
investment securities at December 31, 1993 to adopt the provisions of Statement
of Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities."
KPMG PEAT MARWICK LLP
Atlanta, Georgia
June 12, 1996
<PAGE>
EXHIBIT 28(a)
AMENDED DIVIDEND REINVESTMENT PLAN
for
HOLDERS OF THE COMMON STOCK, $1.00 PAR VALUE
of
CENTURY SOUTH BANKS, INC.
The purpose of this Amended Dividend Reinvestment Plan ("Plan") of
CENTURY SOUTH BANKS, INC. ("CSBI") is to provide the holders of record of the
common stock, $1.00 par value ("Participating Stock") of CSBI, and its
successors and assigns, with a simple and convenient method of investing cash
dividends and voluntary cash payments in shares of the common stock of CSBI
without payment of any brokerage commission. The Plan allows for the issuance of
500,000 shares of CSBI common stock. The shares of common stock purchased
pursuant to the Plan ("Plan Shares") will be purchased on the open market by
Bank of Dahlonega, a Georgia bank and a wholly-owned subsidiary of CSBI in its
capacity as Administrator of the Plan (for purposes of the Plan, references to
"Administrator" will refer to the Bank of Dahlonega or any successor
Administrator). The terms and conditions of the Plan are set forth as follows:
1. All holders of record owning at least five (5) shares of
Participating Stock are eligible to participate in the Plan. Beneficial owners
of Participating 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 have the shares they wish to enroll in the Plan transferred to their
own names.
2. Any holder of record of Participating Stock may elect to become a
participant in the Plan ("Participant") by returning to the Administrator a
properly completed Authorization Card in the form to be provided. The Plan
allows for the issuance of 500,000 shares of common stock of CSBI. The completed
Authorization Card appoints the Administrator as agent for the Participant and:
(i) authorizes CSBI to pay to the Administrator for the Participant's
account all cash dividends payable on the Participating Stock which the
Participant has enrolled in the Plan;
(ii) authorizes the Administrator as agent to retain for credit to
Participant's account any cash dividends and any Participating Stock
distributed as a non-cash dividend or otherwise on the Plan Shares and
credited to Participant's account and to distribute to
1
<PAGE>
the participant and any other non-cash dividend paid on such Plan Shares;
and
(iii) authorizes the Administrator, as agent, to apply such cash
dividends to the purchase of shares of Participating Stock in accordance
with the terms and conditions of the Plan; and
(vi) authorizes the Administrator to apply voluntary cash contributions to
the purchase of Plan Shares.
The Authorization Card provides for the purchase of Plan Shares through the
following investment options:
(i) full dividend reinvestment directs CSBI to invest in accordance with
the Plan all cash dividends on all shares of Participating Stock then or
subsequently registered in a Participant's name; or
(ii) partial dividend reinvestment directs CSBI to invest in accordance
with the Plan the cash dividends on all of the shares held in the
Participant's name which are designated on the Authorization Card; or
(iii) voluntary cash contributions with a minimum of $50.00 per
contribution and with a maximum of $25,000 per calendar year.
Participants may change their investment options under the Plan at any time
by completing a new Authorization Card and returning it to CSBI.
3. After receipt of the properly completed Authorization 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 CSBI on shares of
Participating Stock registered in the Participant's name and enrolled in
the Plan by the Participant and voluntary cash contributions, commencing
with the first such dividends or contributions paid after receipt of the
Authorization Card, provided the Authorization Card is received at least
five business days prior to the record date of the dividend;
2
<PAGE>
(ii) all full or fractional Plan Shares purchased for Participant's
account after making appropriate deduction for the purchase price of such
shares;
(iii) all cash dividends received by the Administrator on any full or
fractional Plan Shares credited to the Participant's account;
(iv) any shares of Participating Stock distributed by CSBI as a dividend or
otherwise on Plan Shares credited to Participant's account;
(v) any Plan Shares transferred by Participant pursuant to Paragraph 10 of
the Plan; and
(vi) all voluntary cash contributions received by the Administrator.
4. 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 and will be applied
to the purchase of Plan Shares from CSBI at the price equal to the arithmetic
average of the bid and asked price per share on the dividend payment date as
reported by the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), or other such market quotation deemed appropriate by the
Administrator. Purchases with reinvested dividends and cash contributions will
be made on the dividend payment date or the following business day if the
dividend payment date is not a business date. A Participant's account will be
credited with fractional shares computed to four decimal places. The
Administrator will make every reasonable effort to reinvest all dividends and
invest cash dividends promptly after receipt and in no event later than 30 days
after such receipt except where, in the opinion of the Administrator's legal
counsel, such investments are restricted by any applicable state or Federal
securities law. All dividends and cash contributions will be held pending
investment in a non-interest bearing account maintained by the Administrator.
5. If for any reason the Administrator is precluded from acquiring shares
of the Participating Stock for 90 consecutive days, the Administrator shall
remit all cash in the Participant's account to the Participant promptly after
such 90th day.
6. The Administrator will promptly mail to each Participant a statement
confirming each purchase of Plan Shares made for his account. Participants will
incur no brokerage commissions or service charges for purchases made under the
Plan. All costs of administration of the Plan will be paid by CSBI.
7. The Administrator may hold the Plan Shares of all participants
together in its name or in the name of its nominee. No certificates will be
delivered to a Participant for Plan Shares 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.
3
<PAGE>
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 CSBI for the registration of a transfer of the Plan Shares.
8. Reinvested dividends will be treated as having been received by a
Participant in the form of a taxable stock distribution rather than a cash
dividend. An amount equal to the fair market value on the dividend payment date
of shares acquired with reinvested dividends will be treated as a taxable
dividend to the extent CSBI has earnings and profits for Federal income tax
purposes. In addition, in accordance with Internal Revenue Code of 1986, as
amended, Section 243, a corporate shareholder that is a recipient of a dividends
distribution is entitled to a dividends received deduction of 70% of the full
amount of the dividends reinvested.
Participants will not receive taxable income when they receive certificates
for whole shares credited to their account, either on their request or upon
withdrawal from or termination of the Plan. However, Participants who receive a
cash adjustment for a fractional share when they withdraw from the Plan or if
the Plan is terminated will realize a gain or loss with respect to each
fractional share. Participants may also realize a gain or loss when the
Administrator sells shares for them or they sell their own shares.
The holding period of Plan Shares acquired through reinvested dividends
begins on the day after the dividend payment date. However, Participants should
be aware that the sale of any of their shares of CSBI (whether or not acquired
under the Plan) in the period from the record date to one year after the date of
payment of a particular dividend will be treated as a sale of shares, if any,
purchased by the reinvestment of such dividend and any gains realized will be
treated as ordinary income rather than capital gain.
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. The Administrator will promptly forward any proxy solicitation
materials to the Participant. The Administrator will vote any Plan Shares 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 CSBI's recommendations.
4
<PAGE>
10. The Participant may transfer any Plan Shares 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 Plan Shares
subject to the terms and conditions of this Agreement.
11. A Participant may terminate his or her account at any time by giving a
written notice of termination to the Administrator. Any such notice of
termination 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. The Administrator may
terminate a Participant's account by mailing a 30-day written notice of
termination to the Participant at the last address of record with the
Administrator. Upon termination, the Participant may elect in writing to
receive certificates representing the full Plan Shares credited to the account
and cash in lieu of fractional shares or the Participant may elect in writing to
receive cash for all the full and fractional Plan Shares credited to the
account. If no written election is made at the time the Administrator receives
written notice of termination from the Participant or prior to expiration of the
30-day notice period when the Administrator terminates a Participant's account,
certificates will be issued for all full Plan Shares and the Participant will
receive cash for any fractional shares.
In the event a Participant elects to receive cash for the Plan Shares
credited to the account, the Administrator, as Participant's agent, will
promptly sell such Plan Shares and deliver to the Participant the proceeds of
such sale, less any termination charges, brokerage commissions and any other
costs of sale. Any full shares and fractional interests in shares may be
aggregated and sold with those of other terminating Participants. The proceeds
to each Participant, in such case, will be the average sales price of all shares
so aggregated and sold, less his or her pro rata share of any brokerage
commissions and other costs of sale. In all terminations, fractional interests
held in the Participant's account and not otherwise aggregated and sold will be
paid for in cash at a price equivalent to the closing sale price per share of
CSBI's Participating Stock as reported by NASDAQ, or other appropriate market as
determined by the Administrator, on which the stock is traded on the date of
receipt by the Administrator of the notice of termination or, if the stock is
not traded on the date of such receipt, the Administrator shall use the
arithmetic average of the bid and asked prices or such other market quotations
as it may deem appropriate on such date.
12. If at any time a participant ceases to be a record holder of
Participating Stock other than by transfer of shares to the Administrator to be
held for the account pursuant to paragraph 10, the Administrator, if so directed
by CSBI, in writing may mail a written notice to such Participant requesting
instructions as to the disposition of stock in the Participant's account under
the Plan. If within 30 days after mailing such notice the Administrator does
not receive instructions from the Participant, the Administrator may, in its
discretion, terminate the Participant's account.
13. 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 five days
after mailing, whichever occurs earlier.
5
<PAGE>
14. In addition to any payments made by CSBI to the Administrator to
administer the Plan, CSBI will either pay directly or reimburse the
Administrator for the reasonable costs of printing and distributing Plan
literature to record holders of Participating 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. Neither CSBI, the Administrator, nor its nominee(s) shall be liable
hereunder for any act or omission to act by CSBI, 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
Plan Shares are either 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 Plan Shares credited to
the Participant's account. CSBI 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 CSBI's 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. In the event CSBI has a common stock rights offering, participation in
such offering will be based upon both the shares of common stock registered in
Participants' names and the shares (including fractional shares) credited to
Participants' accounts.
17. The Administrator or CSBI may terminate or suspend the Plan at any
time by written notice to the Participants. The terms and conditions of this
Plan may be amended by the Administrator, with the concurrence of CSBI, at any
time by the mailing of an appropriate notice at least 30 days prior to the
effective date thereof to the Participant at his last address of record with the
Administrator. No waiver or modification of the terms or conditions of the Plan
shall be deemed to be made by the Administrator unless in writing signed by an
authorized representative of the Administrator and CSBI, and any waiver or
modification shall apply only to the specific instance involved. CSBI has the
authority to amend or change the Plan by mailing an appropriate notice at least
30 days prior to the effective date of such amendment to the Participant at his
last address of record with the Administrator; provided, however that such
amendments as may be required from time to time due to changes in or new rules
and regulations under the Federal securities laws may be made by the
Administrator prior to notice to each Participant.
18. CSBI 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. It is understood that all purchases or sales of Plan Shares 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.
6
<PAGE>
20. This Plan, the Authorization Card provided for herein and made by this
reference a part of this Plan, and the accounts of Participants maintained by
the Administrator under this Plan shall be governed by and construed in
accordance with the laws of the State of Georgia.
21. Participants who own at least five (5) shares of CSBI common stock may
make voluntary cash payments from a minimum of $50.00 per contribution to a
maximum of $25,000 per calendar year to purchase additional shares of common
stock. Voluntary cash payments to the Plan must be received by the Administrator
five (5) business days prior to the record date for the regular quarterly
dividend. A participant may withdraw his voluntary cash payments by notifying
the Administrator five (5) business days prior to the investment date of such
dividend.
22. Purchases of shares with voluntary cash contributions will be made on
a quarterly basis concurrently with the regular quarterly dividend reinvestment.
23. CSBI reserves the right to limit or combine account registrations
with identical tax payer identifications. In addition, CSBI 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 CSBI or in a
manner deemed by CSBI not to be in the best interests of shareholders generally.
7
<PAGE>
CENTURY SOUTH BANKS, INC.
P.O. Box 780, Dahlonega, Georgia 30533
AUTHORIZATION FORM FOR AUTOMATIC DIVIDEND REINVESTMENT PLAN
I hereby elect to participate in the Dividend Reinvestment Plan of Century South
Banks, Inc. in accordance with the provisions as outlined in the Plan
Prospectus. By checking the box below, I authorize Century South Banks, Inc. to
reinvest dividends earned on shares of common stock registered in my name as
follows (please check one):
<TABLE>
<CAPTION>
<S> <C> <C>
1. FULL DIVIDEND REINVESTMENT * 2. PARTIAL DIVIDEND REINVESTMENT* 3. VOLUNTARY CASH PAYMENTS ONLY*
I wish to reinvest I wish to have dividends $ ________________
dividends on all shares reinvested on ___________ (amount)
registered in my name. (please fill in number) $50.00 minimum per contribution
shares registered in my name. $25,000 maximum per year
Attach certificate for
number of shares to be
reinvested.
* Under each of the options above, participants may make voluntary cash payments at any time.
</TABLE>
Please check one of the boxes above and return this card as soon as possible
ONLY if you wish to participate in the Dividend Reinvestment Plan. If you do
not return this card you will continue to receive your divided check as you have
in the past.
- ------------------ ---------------------------------------
Date Signature
--------------------------------------
EXHIBIT 28(B)
