<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1999
Registration No. 333-06377
_________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
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 Identification No.)
of incorporation or organization)
60 Main Street West, Third Floor, Dahlonega, Georgia 30533-2043
- ---------------------------------------------------- ---------------
(Address of Principal Executive Offices) (Zip Code)
(706) 864-1111
----------------------------------------------------
(Registrant's telephone number, including area code)
AMENDED DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
FOR HOLDERS OF COMMON STOCK, $1.00 PAR VALUE, OF
CENTURY SOUTH BANKS, INC.
(Full title of Plan)
Thomas O. Powell, Esquire
TROUTMAN SANDERS LLP
NATIONSBANK PLAZA
600 PEACHTREE STREET, N.E., SUITE 5200
ATLANTA, GEORGIA 30308-2216
(Name and address of agent for service)
(404) 885-3000
-------------------------------------------------------------
(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 THIS POST-EFFECTIVE AMENDMENT TO THE
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, please check the following box: [_]
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>
PROSPECTUS
CENTURY SOUTH BANKS, INC.
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
If you are an eligible shareholder of Century South Banks, Inc. (the
"Company"), this Dividend Reinvestment and Stock Purchase Plan (the "Plan") may
provide you with a convenient and economical method of purchasing the Company's
Common Stock without paying brokerage commissions or service charges. The Plan
Administrator is the Registrar and Transfer Company.
Participants in the Plan may, without payment of any brokerage commissions
or service charges,
. have cash dividends on all or some of their shares of Common Stock
automatically reinvested in additional shares of Common Stock, and/or
. invest additional cash amounts of not less than $50 per payment, up to
$25,000 per calendar year, for the purchase of shares of Common Stock
for their Plan accounts.
Shareholders who do not elect to participate in the Plan will continue to
receive cash dividends, as declared in the usual manner.
We reserve the right to amend, suspend or terminate the Plan at any time.
The Plan does not represent a change in our dividend policy or a guarantee
of future dividends. Dividends will continue to depend on earnings, financial
requirements and other factors.
To enroll in the Plan simply complete and mail the enclosed Authorization
Card in the envelope provided.
This Prospectus relates to 500,000 authorized shares of Common Stock of the
Company registered for sale under the Plan.
You should read this prospectus carefully so you will know how the Plan
works, and you should retain a copy of this prospectus for future reference.
_______________________________________________________________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THE PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED BY THIS PROSPECTUS ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
_______________________________________________________________________
THE DATE OF THIS PROSPECTUS IS MARCH 29, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Century South Banks, Inc..................................... 2
Plan Summary................................................. 2
Description of the Plan...................................... 3
Use of Proceeds.............................................. 9
Experts...................................................... 9
Legal Opinion................................................ 9
Indemnification of Directors and Officers.................... 9
Where You Can Find More Information.......................... 10
</TABLE>
CENTURY SOUTH BANKS, INC.
The Company, headquartered in Dahlonega and Macon, Georgia, is a bank
holding company with over $1 billion in assets and 11 community banking
affiliates in selected markets located in northern, middle and coastal Georgia
as well as Copperhill, Tennessee. In addition, the Company expects to close an
acquisition of a community bank in Oxford, Alabama during the second quarter of
1999.
The Company's principal executive offices are located at 60 Main Street
West, Dahlonega, Georgia and its telephone number is (706) 864-1111.
PLAN SUMMARY
If you hold at least five shares in registered form on the books of the
Company, the Plan provides you with a simple and convenient method of:
. reinvesting cash dividends paid on your Common Stock;
. making additional purchases of Common Stock by sending optional cash
contributions monthly to the Plan Administrator;
. selling shares held by the Plan for you; and
. safekeeping certificates.
Dividends are fully invested, because fractional shares, as well as whole
shares, will be credited to your account. The Company pays all brokerage
commissions relating to the reinvestment of dividends and the purchase of shares
with additional cash contributions. The Company pays the administrative costs of
the Plan. You pay brokerage commissions for the sale of shares.
You can enroll in the Plan by signing the enrollment form enclosed and
returning it to the Plan Administrator. All joint owners must sign.
The Plan is administered by Registrar and Transfer Company. All market
purchases and sales will be conducted on the NASDAQ where the Common Stock is
traded.
2
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DESCRIPTION OF THE PLAN
The following is a description, in question and answer form, of the
provisions of the Plan.
PURPOSE
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide holders of record of shares
of the Common Stock ("Shareholders") with a convenient and simple method of
purchasing shares of Common Stock without paying any service charges or
brokerage commissions. In addition, the Plan will provide the Company with a
means of raising additional capital for general corporate purposes through sales
of Common Stock under the Plan.
ADVANTAGES
2. What are the advantages of the Plan?
If you participate in the Plan, you may:
. Reinvest dividends of the Company's Common Stock without any charges
for brokerage commissions or fees.
. Invest additional cash, up to specified limits (as described in
Question 11), in Common Stock of the Company without any charges for
brokerage commissions or fees.
. Avoid cumbersome safekeeping and recordkeeping costs through the free
custodian service and reporting provisions of the Plan.
PARTICIPATION
3. Who is eligible to participate?
You are eligible to participate in the Plan if you own 5 or more shares of
Common Stock. If your shares are registered in a name other than your own (for
example, in the name of a broker or a nominee) and you want to participate, you
must make appropriate arrangements with your broker or nominee to become a
shareholder of record by having a part or all of your shares transferred to your
own name.
4. How does an eligible shareholder become a Participant?
An eligible shareholder may join the Plan by signing the Authorization Card
enclosed with this Prospectus and returning it to the Plan Administrator. A
postage paid envelope is provided for this purpose. Additional cards and copies
of this Prospectus may be obtained at any time by contacting:
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
(800) 368-5948
3
<PAGE>
5. When may a shareholder join the Plan?
If you are an eligible shareholder, you may join the Plan at any time.
If your Authorization Card specifying reinvestment of dividends is received by
the Plan Administrator five days before the record date established for payment
of a particular dividend, reinvestment will commence with that dividend. If
your Authorization Card is received later than five days before the record date
established for payment of a particular dividend, reinvestment will commence
with the next scheduled dividend. (See Question No. 11 below for information
concerning the investment of optional cash payments.)
ADMINISTRATION
6. Who administers the Plan?
The Administrator of the Plan is Registrar and Transfer Company, Cranford,
New Jersey. It keeps records, sends statements of account to Participants, and
performs other duties relating to the Plan. (See Question No. 4 above for the
Plan Administrator's address.) The Plan Administrator is not affiliated with
the Company.
COSTS
7. Who pays the expenses in connection with purchases under the Plan?
The Company pays these expenses. You will pay no brokerage commissions or
service charges for the purchases made under the Plan. The Company will also
pay all costs of administration of the Plan, but you will pay any brokerage
commissions and any applicable taxes if you elect to receive cash for your
shares upon withdrawal from the Plan. (See Questions 15 and 16.)
PURCHASES
8. How many shares of Common Stock will be purchased for you?
The number of shares to be purchased for you under the Plan depends on the
amount of your dividends, optional cash payments, or both, and the market or
purchase price of the Common Stock. Purchases will either be made directly from
the Company or in the open market, as the Company determines.
9. When and at what price will shares of Common Stock be purchased under the
Plan?
Shares purchased from the Company with optional cash payments will be made
on the first business day of each month and shares purchased from the Company
with reinvested dividends will be purchased on the date the dividend is paid.
Shares purchased on the open market with optional cash payments will be made on
or within 30 days of the first business day of each month. Open market
purchases with reinvested dividends will be made on or within 30 days of the
date the dividend is paid. The Plan Administrator may decide to purchase shares
on the open market over several days within the thirty-day limitation cited
above. Regardless of the actual purchase dates, you will become the owner of
the shares purchased for you under the Plan on the last day the Plan
Administrator purchases the shares on the open market and credits them to your
account; however, for federal income tax purposes, the holding period will
commence on the following day. (See Question No. 18 below.) The Plan
Administrator will advise you of the date when the shares are purchased and
credited to the your account.
4
<PAGE>
The cost of shares of Common Stock purchased from the Company will be the
average of the high and low sales prices of the Company's Common Stock as
reported in The Wall Street Journal NASDAQ National Market Issues, or other
authoritative sources. The cost of shares of Common Stock purchased in the open
market will be the average purchase price of the shares purchased.
10. Will certificates be issued for shares of Common Stock purchased under the
Plan?
Certificates for shares of Common Stock purchased under the Plan ("Plan
Shares") will not be issued unless you request them. Your Plan Shares will be
held by the Plan Administrator for your benefit. The number of Plan Shares
credited to your account will be shown on your statement of account. This
feature protects against loss, theft, or destruction of stock certificates.
If you request them, certificates for part or all of the whole Plan Shares
credited to your account under the Plan will be issued to you without charge
within 30 days after receipt of your written request. Your request should be
sent to the Plan Administrator. (See Question No. 4 above for the Plan
Administrator's address.) Cash dividends with respect to Plan Shares issued
from your account will continue to be reinvested. Dividends on any full or
fractional Plan Shares remaining in your account will also continue to be
reinvested. Under no circumstances will certificates representing fractional
interests be issued. (See Question No. 16 below for instructions on certificate
issuance when you withdraw from the Plan.)
OPTIONAL CASH PAYMENTS
11. Who will be eligible to make optional cash payments?
You are eligible to make optional cash payments at any time you are
enrolled in the Plan. An initial optional cash payment may be made by you when
you enroll by enclosing a check or money order with the Authorization Card.
Checks or money orders should be made payable to "Registrar and Transfer
Company" and returned along with the Authorization Card in the envelope
provided. After your Authorization Card has been received by the Plan
Administrator, optional cash payments may be made at any time by sending them to
Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016,
accompanied by a letter of instructions, or the cash payment form which is
attached to each confirmation of purchase. Please include your Plan Account
Number on your check (or other instrument) and any other correspondence with
respect to the Plan. The Plan Account Number appears on confirmations sent to
you in connection with the Plan. Any optional cash payment you wish to make
must not be less than $50 per payment nor may payments on behalf of any owner
aggregate more than $25,000 in any calendar year.
12. When should optional cash payments be made?
You may make optional cash payments at any time. Each month the Plan
Administrator will invest in Plan Shares only optional cash payments received no
later than the fifth business day before the first business day of that month.
No interest is paid on optional cash payments until they are invested in Plan
Shares. Therefore, you are encouraged to mail your optional cash payments so
they reach the Plan Administrator as close to, but not later than, five business
days before the first business day of each month. Any optional cash payments
received later than the fifth business day before the first business day of any
month will be invested in the next month. For example, if June 26th, July 1st
and August 1st were all business days:
<TABLE>
<CAPTION>
Date Received Date Invested Days Held Without Interest
------------- ------------- --------------------------
<S> <C> <C>
June 26 July 1 5
June 27 August 1 35
</TABLE>
5
<PAGE>
REPORTS TO PARTICIPANTS
13. What kinds of accounts are maintained under the Plan, and what reports will
be furnished?
The Plan Administrator will maintain a separate account for you. All
shares purchased for you under the Plan will be credited to your account. The
Plan Administrator will mail to you a statement confirming purchases of shares
as soon as practicable after the purchases are made. In addition, you will
receive copies of the Company's annual and quarterly reports to shareholders,
proxy statements and dividend income information for tax purposes.
DIVIDENDS
14. Will you be credited with dividends on shares held in your accounts under
the Plan?
Yes. The Plan Administrator will receive dividends for all Plan Shares
held in your account on the dividend Record Date and will credit such dividends
to your account on the basis of full shares and fractional interests credited to
those accounts. Dividends on Plan Shares will be automatically reinvested in
additional shares of Common Stock.
WITHDRAWALS
15. When may you withdraw from the Plan?
You may withdraw from the Plan at any time. If your request to withdraw is
received by the Plan Administrator by the record date for the payment of
dividends, then the dividends paid on the next payment date will not be
reinvested for your account and will be forwarded by check to you as soon as
practicable. All subsequent dividends will be paid in cash unless you rejoin
the Plan. Any notice of withdrawal received after the dividend record date will
not be effective until the next record date.
16. How do you withdraw from the Plan?
To withdraw from the Plan, you must notify the Plan Administrator in
writing that you wish to withdraw. When you withdraw from the Plan, or upon
termination of the Plan by the Company, certificates for full Plan Shares
credited to your account under the Plan will be issued and a cash adjustment
will be made for any fractional share credited to such account.
You may, upon withdrawal from the Plan, request that all full Plan Shares
credited to your account in the Plan be sold. If you request such sale, then
the Plan Administrator, upon receipt of written instructions, will arrange for
the sale of your full shares as soon as practicable thereafter in the open
market.
Following the sale, the Plan Administrator will send you a check
representing the proceeds of sale, less brokerage commissions, and any
applicable taxes.
17. What happens to the fractional shares when you withdraw from the Plan?
When you withdraw from the Plan, a cash adjustment representing any
fractional share then credited to your account will be mailed directly to you.
If you do not request the Plan Administrator to sell any full shares, then the
amount of cash you receive for any fractional share will be based on the Closing
Price of the Company's Common Stock as reported in The Wall Street Journal,
NASDAQ National Market Issues, or other
6
<PAGE>
authoritative sources, on the day prior to the effective date of your
withdrawal. If you do request to sell full shares, then the cash adjustment will
be based on the selling price of the full shares. The Company will pay all
expenses incurred by the Plan in dealing in fractional shares.
FEDERAL TAX CONSEQUENCES
18. What are the federal income tax consequences of participation in the Plan?
DIVIDEND REINVESTMENT FEATURE. When shares are purchased on the open
market, you will have to report the receipt of a dividend equal to the actual
purchase price in the open market by the Plan Administrator plus that portion of
the brokerage fee paid by the Company attributable to the purchase of your
shares. When shares have been purchased from the Company, you will have to
report the receipt of a dividend equal to the average of the high and low sales
prices (i.e., fair market value) on the Dividend Payment Date of the Common
----
Stock purchased with the reinvested dividends.
OPTIONAL CASH PAYMENT FEATURE. Your tax basis for shares which are
purchased on the open market under the Optional Cash Payment Feature will be
equal to the fair market value of the shares purchased plus any brokerage fees
paid by the Company. Your tax basis for shares which are purchased from the
Company will be equal to the average of the high and low sales prices on the
applicable date of purchase.
BASIS AND HOLDING PERIOD. Your tax basis for any shares acquired directly
from the Company through the Plan will be the fair market value as of the date
acquired. Your tax basis for any shares acquired in the open market by the Plan
Administrator will be the actual purchase price to the Plan Administrator, plus
the allocable portion of brokerage fees paid by the Company on your behalf.
Your holding period for shares acquired under the Plan will begin on the day
after the shares are purchased and credited to your account. The Plan
Administrator will advise you of that date.
ADDITIONAL INFORMATION. You will not realize taxable income when you
receive certificates for whole shares credited to your account, either upon your
request for such certificates or upon withdrawal from or termination of the
Plan. However, you will recognize tax gain or loss (which, in most cases, will
be capital gain or loss) when whole shares acquired under the Plan are sold,
either by the Plan Administrator upon withdrawal from the Plan, or when you sell
or exchange the shares. You will also recognize gain or loss when you receive a
cash payment for fractional Plan Shares credited to your account. The amount of
such gain or loss will be the difference between the amount you receive for your
shares or fractional shares and the tax basis thereof.
In the case of foreign participants who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, the Plan Administrator will invest an amount equal to their
dividends after the deduction of withholding taxes.
THE ABOVE TAX DISCUSSION IS ONLY A SUMMARY OF THE FEDERAL TAX CONSEQUENCES
OF PARTICIPATION IN THE PLAN AND DOES NOT CONSTITUTE TAX ADVICE. THE SUMMARY
DOES NOT REFLECT EVERY POSSIBLE OUTCOME THAT COULD RESULT FROM PARTICIPATION IN
THE PLAN AND, THEREFORE, YOU SHOULD CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO
THE TAX CONSEQUENCES APPLICABLE TO YOU.
7
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OTHER INFORMATION
19. What other services are provided by the Plan Administrator under the Plan?
You may send your underlying certificated shares which are not held by Plan
to the Plan Administrator for deposit into the Plan.
20. What happens if you sell all of the shares of Common Stock registered in
your name?
If you sell or otherwise dispose of all of the shares registered in your
name, the Plan Administrator, at its discretion, will continue to reinvest
dividends on the Plan Shares in your Plan account until you otherwise notify the
Plan Administrator in writing.
21. What limitations are imposed on you with regard to assets held under the
Plan?
You have no right to draw checks or drafts against your account or to give
instructions to the Plan Administrator in regard to any shares or cash held
therein except as expressly provided in this Prospectus. In addition, you
cannot pledge or assign the Plan Shares held in your account as collateral, but
must request issuance of a certificate for your full shares as provided in
Question No. 10.
22. What happens if the Company has Common Stock rights offering, issues a
stock dividend, or declares a stock split?
Participation in any rights offering will be based upon both the shares
registered in your name and the Plan Shares (including fractional interests)
credited to your Plan account. Any stock dividend or shares resulting from
stock splits with respect to full shares and fractional interests credited to
your account will be added to your account.
23. How will your Plan Shares be voted at annual or special meetings of
shareholders?
Full and fractional shares held in the Plan for you will be voted as you
direct. You will receive a proxy covering the shares owned by you. All Plan
Shares held in your account will be voted in accordance with the instructions
indicated on the proxy.
24. What is the responsibility of the Plan Administrator?
The Plan Administrator receives your dividend payments and optional cash
payments, invests such amounts in additional shares of the Company's Common
Stock, maintains continuing records of your account, and advises you as to all
transactions in and the status of your account. The Plan Administrator acts in
the capacity of agent for you.
All notices from the Plan Administrator to you will be addressed to you at
your last address of record with the Plan Administrator. The mailing of a
notice to your last address of record will satisfy the Plan Administrator's duty
of giving notice to you. Therefore, you must promptly notify the Plan
Administrator of any change of address.
Neither the Plan Administrator nor the Company have any responsibility
beyond the exercise of ordinary care for any reasonable and prudent actions
taken or omitted pursuant to the Plan including, without limitation, any claim
for liability arising out of failure to terminate your account upon your death
prior to receipt of notice
8
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in writing of such death, nor do they have any duties, responsibilities or
liabilities except such as are expressly set forth in the Plan. This provision
does not apply to the violation of any securities law.
The Plan Administrator had no responsibility with respect to the
preparation or content of this Prospectus.
You should recognize that neither the Company nor the Plan Administrator
can provide any assurance that shares purchased under the Plan will, at any
particular time, be worth more or less than their purchase price.
All transactions in connection with the Plan, including the optional cash
payments feature, are governed by the laws of the State of Georgia.
25. May the Plan be changed or discontinued?
While the Company hopes to continue a dividend reinvestment plan
indefinitely, the Company reserves the right to suspend or terminate the Plan at
any time. It also reserves the right to make modifications to the Plan without
your consent. You will be notified of any such suspension, termination or
modifications.
26. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be determined by
the Company.
USE OF PROCEEDS
Proceeds from the shares purchased from the Company will be available for
general corporate purposes. This could include investments in, or extensions of
credit to, any banking subsidiaries of the Company. The Company has no basis
for estimating either the number of shares that will ultimately be purchased
from the Company, if any, under the Plan or the prices at which such shares will
be sold.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus from the Company's Annual Report have been incorporated herein in
reliance on the report of KPMG LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
LEGAL OPINION
The legality of the Common Stock offered hereby has been passed upon for
the Company by Troutman Sanders LLP, Atlanta, Georgia.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Georgia Business Corporation Code and the Bylaws of the Company provide
for the indemnification of directors and officers under certain conditions. In
addition, the directors and officers of the Company are insured under certain
insurance policies insuring them against claims made during the periods of the
policies and against liabilities arising from such claims for certain wrongful
acts in their capacities as directors and/or officers and for which they are not
indemnified by the Company.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions,
9
<PAGE>
the Company has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and current reports, proxy statements
and other information with the Commission. You may read and copy any reports,
statements or other information that the Company files at the Commission's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. The Commission's Washington, D.C. reference room is located at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference rooms. The
Company's public filings are also available to the public from commercial
document retrieval services and at the Internet World Wide Web site maintained
by the Commission at "http:// www.sec.gov."
The Company has filed the Registration Statement to register with the
Commission the shares of Common Stock to be issued. This document is a part of
the Registration Statement and constitutes a prospectus of the Company.
As allowed by Commission rules, this document does not contain all the
information that shareholders can find in the Registration Statement or the
exhibits to the Registration Statement.
The Commission allows the Company to "incorporate by reference" information
into this document, which means that the Company can disclose important
information to you by referring you to another document filed separately with
the Commission. The information incorporated by reference is deemed to be a
part of this document, except for any information superseded by information
contained directly in this document. This document incorporates by reference
the documents set forth below that the Company has previously filed with the
Commission. These documents contain important business information about the
Company and its financial condition.
COMMISSION FILINGS (FILE NO. _______ PERIOD
------------------------------------ ------
Annual Report on Form 10-K Year ended December 31, 1997
Quarterly Reports on Form 10-Q Quarters ended September 30, 1998,
June 30, 1998 and March 31, 1998
All other reports filed under
Section 13(a) or 15(d) of the
Exchange Act Since December 31, 1997
Registration Statement on Form 8-A Setting forth a description of the
Common Stock (including any
amendments or reports filed for the
purpose of updating such description)
The Company incorporates by reference additional documents that it may file
with the Commission after the date of this Prospectus. These include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference from the
Company or the Commission or the Commission's Internet World Wide Web site
described above. Documents incorporated by reference are available from the
company without charge, including exhibits. Shareholders of the Company may
obtain
10
<PAGE>
documents incorporated by reference in this document by requesting them in
writing or by telephone at the following address:
Century South Banks, Inc.
60 Main Street West
Dahlonega, Georgia 30533
Telephone: (706) 864-1111
Attention: Susan J. Anderson, Chief Financial Officer
You should rely only on the information contained or incorporated by
reference in this Prospectus in deciding whether to participate in the Plan.
The Company has not authorized anyone to provide you with information that is
different from what is contained in this Prospectus. This Prospectus is dated
March 29, 1999. You should not assume that the information contained in this
Prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of this Prospectus, and neither the mailing of this
Prospectus to shareholders nor the issuance of Common Stock under the Plan
creates any implication to the contrary. The Company is not offering to sell
the Common Stock in any state or country where the offering is not permitted.
11
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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>
<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 $ 4,000.00
Legal Fees and Expenses $ 5,000.00
Accounting Fees and Expenses $ 3,500.00
Fees of Plan Administration $ 5,000.00
Miscellaneous $ 1,000.00
TOTAL $ 22,482.07
</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.
Officers and directors of CSBI are presently covered by insurance
which (with certain exceptions and within certain limitations) indemnifies them
against any losses or liabilities arising from any alleged "wrongful act"
including any alleged breach of duty, neglect, error, misstatement, misleading
statement, omissions or other acts done or wrongfully attempted. The cost of
such insurance is borne by CSBI as permitted by the Bylaws of CSBI and the laws
of the State of Georgia.
<PAGE>
Item 16. Exhibits
--------
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number
- ------
5 The opinion of Troutman Sanders LLP, Counsel for Century South Banks,
Inc.
23 Consent of KPMG LLP. Consent of Troutman Sanders LLP is contained in
the legal opinion of such firm filed as Exhibit 5 to the Registration
Statement.
28 Additional Exhibits:
(a) Dividend Reinvestment and Stock Purchase Plan of Century South
Banks, Inc., as amended.
(b) Authorization Card. (Incorporated by reference to Amendment No. 1
to this Form S-3 Registration Statement, File No. 333-06377.)
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
<PAGE>
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.
<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 post-effective
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dahlonega, State of
Georgia, on this 29th day of March, 1999.
CENTURY SOUTH BANKS, INC.
By: /s/ James A. Faulkner
-------------------------
James A. Faulkner
Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the registration statement has been signed below by the
following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ William H. Anderson II Chairman of the Board and Director
- ---------------------------------------------------
William H. Anderson II
/s/James A. Faulkner Vice Chairman, Chief Executive Officer and Director
- ---------------------------------------------------
James A. Faulkner
/s/ Joseph W. Evans President, Chief Operating Officer, Chief Financial
- --------------------------------------------------- Officer and Director
Joseph W. Evans
/s/ Susan J. Anderson Senior Vice President and Controller
- ---------------------------------------------------
Susan J. Anderson
Vice Chairman and Director
- ---------------------------------------------------
J. Russell Ivie
/s/ William L. Chandler Director
- ---------------------------------------------------
William L. Chandler
Director
- ---------------------------------------------------
Frank C. Jones
Director
- ---------------------------------------------------
T. T. Folger, Jr.
/s/ Quill O. Healey Director
- ---------------------------------------------------
Quill O. Healey
/s/ James R. Balkcom, Jr. Director
- ---------------------------------------------------
James R. Balkcom, Jr.
Director
- ---------------------------------------------------
John B. McKibbon, III
/s/ E. Paul Stringer Director
- ---------------------------------------------------
E. Paul Stringer
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
- ------
5 The opinion of Troutman Sanders LLP, Counsel for Century South
Banks, Inc.
23 Consent of KPMG LLP. Consent of Troutman Sanders LLP is contained in
the legal opinion of such firm filed as Exhibit 5 to the Registration
Statement
28 Additional Exhibits:
(a) Dividend Reinvestment and Stock Purchase Plan of Century South
Banks, Inc., as amended
(b) Authorization Card. (Incorporated by reference to Amendment No. 1
to this Form S-3 Registration Statement, File No. 333-063777)
<PAGE>
EXHIBIT 5
March 30, 1999
Century South Banks, Inc.
60 Main Street West
Dahlonega, Georgia 30533
Ladies and Gentlemen:
We have examined a copy of the post-effective Amendment No. 2 to the
registration statement on Form S-3 proposed to be filed by Century South Banks,
Inc., a Georgia corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission"), relating to the registration pursuant to the
provisions of the Securities Act of 1933, as amended (the "Act"), of 500,000
shares (the "Shares") of the Company's Common Stock, par value $1.00 per share
(the "Common Stock"), reserved for issuance in connection with the Company's
Dividend Reinvestment and Stock Purchase Plan, as amended (the "Plan"). In
rendering this opinion, we have reviewed such documents and made such
investigations as we deemed appropriate.
We are of the opinion that, subject to compliance with the pertinent
provisions of the Act and to compliance with such securities or "Blue Sky" laws
of any jurisdiction as may be applicable, when certificates evidencing the
Shares have been duly executed, countersigned, registered, issued and delivered
in accordance with the terms of the Plan, the Shares will be duly and validly
issued and outstanding, fully paid and non-assessable shares of Common Stock of
the Company.
We are members of the Bar of the State of Georgia. In expressing the
opinions set forth above, we are not passing on the laws of any jurisdiction
other than the laws of the State of Georgia and the Federal law of the United
States of America.
We hereby consent to the filing of this opinion or copies thereof as an
exhibit to the registration statement referred to above.
Very truly yours,
TROUTMAN SANDERS LLP
<PAGE>
EXHIBIT 23
Accountants' Consent
The Board of Directors
Century South Banks, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
KPMG LLP
Atlanta, Georgia
March 30,1999
<PAGE>
Exhibit 24(a)
AMENDED DIVIDEND REINVESTMENT AND STOCK PURCHASE 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. (the "Company") is to provide the holders of record of the
common stock, $1.00 par value ("Participating Stock") of the Company, and its
successors and assigns, with a simple and convenient method of investing cash
dividends and optional cash payments in shares of the common stock of the
Company without payment of any brokerage commission. The Plan allows for the
issuance of 500,000 shares of the Company common stock. The shares of common
stock purchased pursuant to the Plan ("Plan Shares") will be purchased from the
Company or on the open market by Registrar and Transfer Company, Cranford, New
Jersey 07016 ("Plan Administrator") in its capacity as Administrator of the
Plan. The terms and conditions of the Plan are set forth as follows:
1. All holders of record owning at least five 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 the Company. The
completed Authorization 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 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 the
<PAGE>
participant and any other non-cash dividend paid on such Plan Shares;
(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 optional 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 the Company 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 the Company 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) optional cash contributions with a minimum of $50 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 the Plan
Administrator.
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 the
Company on shares of Participating Stock registered in the
Participant's name and enrolled in the Plan by the Participant and
optional 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;
(ii) all full or fractional Plan Shares purchased for Participant's
account after making appropriate deduction for the purchase price of
such shares;
2
<PAGE>
(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 the Company 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 optional cash contributions received by the Administrator.
4. Cash dividends and optional cash contributions credited to a
Participant's account will be commingled with the cash dividends and optional
cash contributions credited to all accounts under the Plan and will be applied
to the purchase of Plan Shares. Shares purchased from the Company with optional
cash payments will be made on the First business day of each month and shares
purchased from the Company with reinvested dividends will be purchased on the
Dividend Payment Date. The cost of shares of Common Stock purchased from the
Company will be the average of the high and low sales prices of the Company's
Common Stock on the date of purchase as reported in The Wall Street Journal
NASDAQ National Market Issues, or other authoritative sources. Shares purchased
on the open market will be made on or within thirty days of the first business
day of each month with respect to optional cash payments and on or within thirty
days of the Dividend Payment Date with respect to shares purchased with
reinvested dividends. 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 the Company.
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
3
<PAGE>
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. 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 Plan Administrator 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 the Company 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.
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 the Company'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 on file 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
the Company'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 the Company, 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
5
<PAGE>
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.
14. 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 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 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 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. 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'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 the Company 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 Participant's accounts.
17. The Company 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 Company. 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 Company, and any waiver or
modification shall apply only to the specific instance involved. The Company
has the authority to amend or change the Plan without consent from the
Participant.
18. 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.
6
<PAGE>
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.
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 shares of the Company common stock
may make optional cash payments from a minimum of $50 per contribution to a
maximum of $25,000 per calendar year to purchase additional shares of common
stock. Optional cash payments to the Plan must be received by the Administrator
five business days preceeding the first business day of each month. A
participant may withdraw his optional cash payments by notifying the
Administrator five business days prior to the investment date of such dividend.
22. Purchases of shares with optional cash contributions will be made on
twelve investment dates each year, either on the first business day of each
month with respect to shares being purchased from the Company or on or within 30
days of that date with respect to open market purchases.
23. 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.
7
