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As filed with the Securities and Exchange Commission on August 15, 1997
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
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(Exact name of Registrant as specified in its charter)
GEORGIA 58-1458268
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 NORTH MAIN STREET, STATESBORO, GEORGIA 30458
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(Address of principal executive offices and zip code)
FIRST BANKING COMPANY OF SOUTHEAST GEORGIA DIVIDEND REINVESTMENT PLAN
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(Full Title of the Plan)
WALTER G. MOELING, IV, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
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(Name and address of agent for service)
(404) 572-6600
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(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |_|
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. |_|
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock, 100,000 $22.25 (2) $2,225,000 (3) $675.00
$1.00 par value shares (1)
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(1) Representing shares to be issued and sold by the Registrant under the First
Banking Company of Southeast Georgia Dividend Reinvestment Plan (the "Plan").
This Registration Statement also covers such indeterminable number of additional
shares as may become issuable to prevent dilution in the event of a stock split,
stock dividend, reclassification or other similar transaction pursuant to the
terms of the Plan.
(2) The average of the high and low prices of the Registrant's Common Stock as
reported by the Nasdaq Stock Market for August 13, 1997.
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(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the Securities
Act of 1933, as amended.
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PROSPECTUS
FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
DIVIDEND REINVESTMENT PLAN
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
First Banking Company of Southeast Georgia ("First Banking") is offering
through its Dividend Reinvestment Plan (the "Plan") to all holders of record of
its Common Stock the opportunity to reinvest automatically their cash dividends
in shares of Common Stock. The terms and provisions of the Plan in question and
answer format are set forth in this Prospectus.
The prices to be paid for shares of Common Stock purchased through dividend
reinvestments will be 100% of the market price average, determined as provided
in the Plan. (See "Dividend Reinvestment Plan -- Purchases" and "-- Price").
This Prospectus relates to 100,000 shares of First Banking Common Stock,
par value $1.00 per share, registered for purchase under the Plan. Shares issued
under the Plan will be either newly issued shares, treasury shares or shares
purchased for Plan participants in the open market.
Each share of First Banking Common Stock is entitled to one (1) vote per
share on all matters.
The Plan does not represent a change in First Banking's dividend policy,
which will continue to depend on earnings, financial requirements and other
factors. Shareholders who do not wish to participate in the Plan will continue
to receive cash dividends, when declared, by check in the usual manner.
First Banking's principal office and mailing address are 40 North Main
Street, Statesboro, Georgia 30458 (telephone 912-764-6611).
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.
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The date of this Prospectus is August 15, 1997.
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AVAILABLE INFORMATION
First Banking is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other filings made by First
Banking, including proxy and information statements, can be inspected and copied
at the public reference facilities of the Commission, Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at certain regional
offices: Seven World Trade Center, 13th Floor, New York, New York 10048;
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; 1401 Brickell Avenue, Suite 200, Miami, Florida 33131; 1801
California Street, Suite 4800, Denver, Colorado 80202-2648; 5670 Wilshire
Boulevard, 11th Floor, Los Angeles, California 90036-3648. Copies of such
material can be obtained from the Public Reference Section of the Commission at
prescribed rates.
The Commission also maintains a Web Site (http:\\www.sec.gov) that
contains reports, proxy and information statements and other information
regarding registrants, such as First Banking, that file electronically with the
Commission.
First Banking has filed with the Commission a Registration Statement
under the Securities Act of 1933, as amended, with respect to the First Banking
Common Stock being offered hereby. This Prospectus omits certain information
contained in the Registration Statement and exhibits thereto. Such Registration
Statement, including the exhibits thereto, can be inspected at the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, and copies of such Registration Statement can be obtained at prescribed
rates from the Commission at that address.
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. The documents are available upon request
from the person specified below.
The following documents filed by First Banking with the Commission are
hereby incorporated by reference into this Prospectus:
(1) First Banking's annual report on Form 10-K for the fiscal year
ended December 31, 1996;
(2) First Banking's quarterly report on Form 10-Q for the quarter
ended March 31, 1997;
(3) First Banking's quarterly report on Form 10-Q for the quarter
ended June 30, 1997; and
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(4) The description of First Banking Common Stock set forth in First
Banking's Registration Statement filed pursuant to Section 12 of
the Exchange Act, and any amendment or report filed for the
purpose of updating any such description.
All documents subsequently filed by First Banking pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference in this Prospectus.
First Banking will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents which have
been incorporated herein by reference but not delivered herewith (other than the
exhibits to such documents). Such request, in writing or by telephone, should be
directed to Dwayne E. Rocker, Secretary and Treasurer, First Banking Company of
Southeast Georgia, 40 North Main Street, Statesboro, Georgia 30458 (telephone
912-764-6611).
DIVIDEND REINVESTMENT
PLAN
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide record owners of First Banking
Common Stock with a simple and convenient way to invest cash dividends in shares
of Common Stock without payment of any brokerage commissions, service charges or
other expenses. To the extent such shares are purchased from First Banking,
First Banking will receive additional funds to finance its continuing operations
and those of its subsidiaries.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may:
(a) Reinvest all or part of their dividends in shares of Common Stock
automatically at a price equal to the average market price as more
fully explained in response to Question 12;
(b) Avoid charges for brokerage commissions or fees on all investments
under the Plan;
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(c) Invest the full amount of all dividends since the Plan allows
fractions of a share to be held under the Plan;
(d) Avoid cumbersome safekeeping requirements through the free
custodial service provided under the Plan; and
(e) Avoid the inconvenience and expense of recordkeeping through the
free reporting provisions of the Plan.
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE?
All record owners of Common Stock are eligible to participate in the
Plan. Beneficial owners whose shares are registered in names other than their
own (for example, in the name of a broker or bank nominee) must become owners of
record by having the number of shares as to which they wish to participate
transferred into their names or make arrangements with the nominees or other
holders of record to participate in the Plan on behalf of such beneficial
owners. (See Question 4.) Shareholders can participate with respect to all or
less than all of their shares.
4. HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT?
An eligible shareholder may join the Plan by signing the enclosed
Authorization Card and returning it to SunTrust Bank, Atlanta, Georgia as the
agent for the Plan (the "Agent") as follows:
SunTrust Bank, Atlanta
Mail Code 258
Stock Transfer Department
Post Office Box 4625
Atlanta, Georgia 30302
An Authorization Card is enclosed with this Prospectus and additional
Authorization Cards may be obtained at any time by written request to the Agent
at the above address, or by writing First Banking at First Banking Company of
Southeast Georgia, 40 North Main Street, Statesboro, Georgia 30458, Attention:
Corporate Secretary, or by calling First Banking at (912) 764-6611.
Brokers, banks or other nominees who wish to participate in the Plan on
behalf of their clients must submit an Authorization Card to the Agent, as any
other record holder, with respect to the shares held by them that are to
participate in the Plan. Any shareholder of record that is a nominee for others
who wish to participate in the Plan must certify to First Banking the name and
address of (and number of shares of Common Stock held for) each beneficial owner
on whose behalf such participation is
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authorized and agree to advise First Banking of such beneficial owner's
underlying ownership of First Banking shares registered in its name from time to
time.
5. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
An eligible shareholder may join the Plan at any time. If an
Authorization Card specifying reinvestment of dividends is received by the Agent
before the record date for a dividend payment, reinvestment will commence with
that dividend payment. If the Authorization Card is received on or after a
dividend record date, the reinvestment of dividends through the Plan will begin
with the dividend payment following the next record date. Dividend payment dates
ordinarily are the thirtieth day of March, June, September and December. The
record date for determining shareholders who receive dividends normally precedes
the dividend payment date by 15 days so that the record dates ordinarily are as
of the fifteenth day of March, June, September and December.
6. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
By marking the appropriate spaces of the Authorization Card, you may
choose between the following investment options with respect to dividend
reinvestment:
(a) To automatically reinvest cash dividends on all shares registered
in your name at the current market price average, computed as
described in response to Question 12; or
(b) To automatically reinvest cash dividends on less than all of the
shares registered in your name (a specified number of whole
shares) at the current market price average and continue to
receive cash dividends on the remaining shares. You must indicate
on the Authorization Card the number of shares on which dividends
are to be reinvested rather than paid.
Dividends on all shares purchased for your account under the Plan will
be automatically reinvested in additional shares of Common Stock at the current
market price average.
7. MAY A PARTICIPANT CHANGE HIS OR HER METHOD OF PARTICIPATION AFTER
ENROLLMENT?
Yes. You may change your investment option at any time by signing a new
Authorization Card and returning it to the Agent as provided in response to
Question 4. An Authorization Card indicating a change of options must be
received by the Agent prior to a particular dividend record date in order to
stop any unwanted reinvestment of dividends paid on the related dividend payment
date or otherwise to alter your investment options. If you want to terminate
your participation in the Plan, see Question 16.
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AGENT
8. WHO ADMINISTERS THE PLAN?
SunTrust Bank, Atlanta, Georgia is the Agent that administers the Plan
for participants, keeps records, sends statements of account to participants,
purchases shares of Common Stock in the open market and performs other duties
relating to the Plan. Shares purchased under the Plan will be registered in the
name of the Agent or its nominee as agent for participants in the Plan. The
Agent's mailing address is provided in the response to Question 4 above.
The Agent may at any time (a) resign by giving written notice to First
Banking, or (b) be removed by First Banking. In the event a vacancy occurs in
the office of Agent, First Banking shall appoint a successor Agent, which may be
First Banking or one of its subsidiaries.
COSTS
9. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
No. You will incur no brokerage commissions or service charges for the
purchases made under the Plan. All costs of administration of the Plan,
including fees, commissions and expenses, will be paid by First Banking.
However, if you request the Agent to sell your Plan shares, you will pay certain
charges as explained in response to Question 15. Participants may incur tax
liability as a result of payment by First Banking of expenses in connection with
open market purchases of shares for Plan participants, as explained in response
to Question 17.
PURCHASES
10. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS AND
WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
If you become a participant in the Plan, the number of shares purchased
for you will depend on the amount of your dividends and the market price of the
Common Stock. The number of shares purchased for your account, including
fractions computed to three decimal places, will be equal to the total amount to
be invested by you, divided by the purchase price per share. (See Question 12.)
Shares purchased under the Plan will be shares purchased for Plan
participants in the open market, treasury or newly issued shares or a
combination of the foregoing. Newly issued shares and treasury shares will be
purchased directly from First Bankingand will only be purchased in the event
open market purchases cannot be made or are not desirable.
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11. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
When shares are purchased in the open market, the Agent will use
dividends paid on the dividend payment date to purchase shares in the open
market on the dividend payment date or as soon thereafter as is practicable,
given that open market purchases may not be possible on the dividend payment
date due to market conditions or federal securities laws. Open market purchases
may be made on any securities exchange where the shares of the Common Stock are
traded, in the over-the-counter market or in negotiated transactions and may be
subject to such terms with respect to price, delivery and other matters as the
Agent may agree to. Neither First Banking nor any Plan participant shall have
the authority to direct the time, price or manner of such open market purchases,
or the selection of the broker or dealer through or from whom purchases are to
be made.
When shares are purchased from First Banking, purchases will be made on
or as soon after the dividend payment date as is practicable. Such purchases
will only be made in the event open market purchases cannot be made or are not
desirable.
No dividends will be earned on shares purchased under the Plan until
the dividend payment date following the date of purchase of those shares.
PRICE
12. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
Common Stock will be purchased from First Banking with reinvested
dividends at a price equal to the average of the bid and asked prices of the
First Banking Common Stock reported by the Nasdaq Stock Market ("Nasdaq") for
the five business days immediately preceding the dividend payment date. No
shares will be purchased from First Banking under the Plan at less than their
par value ($1.00 per share).
The price to a Plan participant of shares purchased with reinvested
dividends in the open market under the Plan will be the weighted average of the
total price paid by the Agent for all shares of First Banking Common Stock
purchased in the open market for all Plan participants in respect of a
particular dividend payment date.
REPORTS TO PARTICIPANTS
13. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
On a quarterly basis, First Banking will send you a statement showing
transactions in your account since the preceding purchase made on your behalf.
This statement will provide a record of the
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cost of purchases under the Plan and should be retained for tax purposes. At the
end of the year, First Banking will report to you the dividends credited to your
account for that year on the shares held for you and on the shares registered in
your name. The number of shares credited to your account will also be shown on
the statement. In addition, you will receive copies of the same communications
sent to every other holder of Common Stock, including First Banking's annual and
quarterly reports to shareholders, proxy statements and information for income
tax reporting purposes.
DIVIDENDS
14. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNTS UNDER THE PLAN?
Yes. You will receive dividends on the shares registered in your name
and held in your Plan account.
CERTIFICATES
15. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER
THE PLAN?
Certificates for shares of Common Stock purchased under the Plan will
not be issued to you unless you request them. All shares credited to your
account under the Plan will be issued to the Agent or its nominee, as your
agent. The number of shares credited to your account will be shown on your
statement of account. This convenience protects against loss, theft or
destruction of stock certificates, permits ownership of fractional shares and
reduces the costs to be borne by First Banking.
A certificate for any number of whole shares credited to your account
under the Plan will be issued on your written request, and the shares
represented by that certificate will be withdrawn from your account. Your
written request should be mailed to the Agent. Any remaining full shares and
fractions of a share will continue to be credited to your account. If you have
authorized the reinvestment of dividends on all shares registered in your name,
dividends on shares represented by the certificate issued to you will continue
to be reinvested. Otherwise, dividend reinvestment will continue with respect to
the number of shares registered in your name specified for dividend reinvestment
on your Authorization Card.
Certificates for fractions of a share will not be issued under any
circumstances.
Shares credited to your account may not be pledged. If you wish to
pledge the whole shares credited to your account, you must request that
certificates for those shares be issued in your name.
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Accounts under the Plan are maintained in the name in which your
certificates were registered at the time you entered the Plan. Consequently,
certificates for those shares will be similarly registered when issued to you.
At any time you may request the Agent to sell any or all of the shares
credited to your account under the Plan. The sale will be made for your account
after receipt by the Agent of your request. You will receive the proceeds of the
sale, less any related brokerage commission and transfer tax.
TERMINATION OF PARTICIPATION
16. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
You may terminate your participation in the Plan at any time by
notifying the Agent in writing at the address set forth in Question 4.
If your notice of termination is received on or after the record date
for the next dividend, that dividend will be reinvested for your account, but
all subsequent dividends on those shares will be paid to you.
If you terminate your participation in the Plan or if First Banking
terminates the Plan, certificates for whole shares credited to your account
under the Plan will be issued to you and a cash payment will be made for a
fraction of a share. The cash payment will be equal to the fraction of a share
represented multiplied by the then current market value of a share of First
Banking Common Stock. However, if upon termination you prefer to receive cash
for all your Plan shares, you may request the Agent to sell your shares as
explained in response to Question 15.
OTHER INFORMATION
17. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
Under Internal Revenue Service rulings in connection with similar
plans, dividends that you reinvest in additional shares of Common Stock under
the Plan will be treated for federal income tax purposes either (a) as having
been received by you in the form of cash dividends, if such shares are acquired
in the open market, or (b) as a taxable stock dividend if such shares are
acquired from First Banking.
The Internal Revenue Service has issued a ruling that held that
brokerage commissions and service charges paid by a corporation in connection
with the open market purchase of shares pursuant to a dividend reinvestment plan
are inculpable in the gross income of participants in that plan. If shares are
purchased for your Plan account in the open market, you must include in your
gross income a
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dividend equal to that portion of any brokerage commissions and service charges
paid by First Banking that are attributable to the purchase of such shares.
You will not realize any 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 taxable gain or loss (which, for most participants, will be
capital gain or loss) when whole shares acquired under the Plan are sold or
exchanged -- either by the Agent at your request or by you. (See Questions 15
and 16.) You also will recognize gain or loss when you receive a cash payment
for a fractional share credited to your account. The amount of such gain or loss
will be the difference between the amount that you receive for your shares or
fractional share and the tax basis thereof.
The tax basis of shares acquired from First Banking under the Plan by
reinvestment of dividends will be equal to the purchase price of the shares
acquired. The tax basis of shares acquired by the Agent in the open market with
reinvested dividends will be the purchase price thereof paid by the Agent plus
an allocable share of any brokerage commissions paid by First Banking. The
holding period of shares of Common Stock acquired under the Plan will begin on
the day following the date as of which the shares are purchased for you.
In the case of foreign participants who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, an amount equal to the dividends payable to such participants, less
the amount of tax required to be withheld, will be applied to the purchase of
shares of Common Stock under the Plan.
Federal tax laws impose certain reporting obligations upon brokers and
other middlemen. As a result, the Agent will be required to report to the
Internal Revenue Service and you any sales of Common Stock by the Agent for your
Plan account. If your dividends become subject to the backup withholding tax of
the Interest and Dividends Tax Compliance Act of 1983, dividends reinvested for
you under the Plan will be reduced by the amount of tax required to be withheld.
The foregoing is only a summary of some of the applicable tax
provisions. For further information as to the tax consequences of participation
in the Plan, including any future changes in applicable law or interpretations
thereof, you should consult with your own tax advisor.
18. WHAT HAPPENS IF A PARTICIPANT SELLS A PORTION OF THE SHARES OF COMMON
STOCK REGISTERED IN THE PARTICIPANTS' NAME?
Shares credited to your account under the Plan may not be sold, pledged
or assigned without first requesting and receiving a certificate for such
shares.
If you have authorized the reinvestment of dividends on all shares
registered in your name and then dispose of a portion of those shares, the
dividends on the remaining shares will continue to be reinvested.
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If you have authorized the reinvestment of dividends on part of the
shares registered in your name and then dispose of a portion of those shares,
the dividends on the remainder of the shares up to the number of shares with
respect to which reinvestment of dividends was originally authorized will
continue to be reinvested.
19. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS OR HER NAME?
Shares credited to your account under the Plan may not be sold, pledged
or assigned without first requesting and receiving a certificate for such
shares. If you dispose of all shares registered in your name with respect to
which you participate in the Plan, your participation in the Plan will be
terminated, and the Agent will deliver to you a certificate representing the
number of whole shares credited to you under the Plan and a check for the value
of any fractional share.
20. IF FIRST BANKING HAS A RIGHTS OFFERING, HOW WILL RIGHTS ON PLAN SHARES
BE HANDLED?
If you are entitled to participate in a rights offering, your
entitlement will be based upon your total holdings, including the shares
credited to you pursuant to the Plan. Rights certificates will, however, be
issued only for whole shares.
21. WHAT HAPPENS IF FIRST BANKING ISSUES A STOCK DIVIDEND OR DECLARES A
STOCK SPLIT?
Any stock dividends or split shares distributed by First Banking on
shares of Common Stock credited to your account under the Plan will be added to
your account. Stock dividends or split shares distributed on shares of Common
Stock registered in your name will be distributed to you in the same manner as
they are distributed to shareholders who are not participating in the Plan.
22. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
You will receive a proxy indicating the total number of your shares of
Common Stock, including shares of Common Stock registered in your name and whole
shares of Common Stock credited to your account under the Plan.
If your proxy is returned properly signed and marked for voting, all
the shares covered by the proxy -- those registered in
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your name and those whole shares credited to your account under the Plan -- will
be voted as marked.
If your proxy is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect to
any item thereon, all of your shares -- those registered in your name and those
whole shares credited to your account under the Plan -- will be voted in
accordance with the recommendations made by the board of directors of First
Banking. If your proxy is not returned, or if it is returned unexecuted or
improperly executed, your shares will be voted only if you vote in person.
23. WHAT ARE THE RESPONSIBILITIES OF FIRST BANKING AND THE AGENT UNDER THE
PLAN?
The Agent has had no responsibility with respect to the preparation and
contents of this Prospectus. Neither First Banking nor the Agent, in
administering the Plan, will be liable for any act done in good faith, or for
any good faith omission to act, including, without limitation, any claims of
liability arising out of the time or prices at which shares of First Banking
Common Stock are purchased or sold for participant accounts, any fluctuation in
the market value of the Common Stock after the purchase or sale of shares or
failure to terminate a participant's account upon the participant's death prior
to receipt of a notice in writing of the death.
24. WHO INTERPRETS THE PLAN?
First Banking reserves the right to interpret the Plan as it deems
necessary or desirable.
25. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Yes. First Banking reserves the right to suspend, modify or terminate
the Plan at any time. Notice of any suspension, modification or termination will
be mailed to all participants.
USE OF PROCEEDS
First Banking does not know either the number of shares that will
ultimately be purchased from First Banking under the Plan or the prices at which
the shares will be sold, and therefore cannot determine the amount of proceeds
that will be used. First Banking intends to add the net proceeds of sales under
the Plan of newly issued shares of Common Stock and treasury shares to the
general funds of First Banking to be available for general corporate purposes.
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INDEMNIFICATION
Directors, officers, employees and agents of First Banking and its
subsidiaries are entitled to indemnification as expressly permitted by the
provisions of the Georgia Business Corporation Act, First Banking's articles of
incorporation, the articles of incorporation of First Banking's subsidiaries,
and First Banking's liability insurance. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling First Banking pursuant to the
foregoing provisions, First Banking has been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is therefore unenforceable.
EXPERTS
The consolidated financial statements of First Banking and subsidiaries
that are incorporated by reference herein have been audited by Deloitte & Touche
LLP, independent accountants, whose report thereon is included in the Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, and has been
incorporated herein in reliance upon the report of Deloitte & Touche LLP, given
on the authority of that firm as experts in accounting and auditing.
LEGAL OPINION
Certain issues regarding the shares of Common Stock of First Banking
offered hereby are being passed upon by the law firm of Powell, Goldstein,
Frazer & Murphy LLP, Sixteenth Floor, 191 Peachtree Street, N.E., Atlanta,
Georgia 30303.
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<S> <C>
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THESE SECURITIES IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. FIRST BANKING COMPANY
EXCEPT WHERE OTHERWISE INDICATED, THIS PROSPECTUS SPEAKS OF
AS THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT. SOUTHEAST GEORGIA
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF FIRST BANKING SINCE THE DATE HEREOF.
------------
TABLE OF CONTENTS DIVIDEND REINVESTMENT PLAN
Page
----
AVAILABLE INFORMATION.......................... 2
DOCUMENTS INCORPORATED BY
REFERENCE.................................. 2
DIVIDEND REINVESTMENT PLAN..................... 3
Purpose............................... 3 --------
Advantages............................ 3
Participation......................... 4 PROSPECTUS
Agent................................. 6
Costs................................. 6 --------
Purchases............................. 6
Price................................. 7
Reports to Participants............... 7
Dividends............................. 8
Certificates.......................... 8
Termination of Participation........... 9
Other Information...................... 9
USE OF PROCEEDS................................ 12
INDEMNIFICATION................................ 13 August 15, 1997
EXPERTS........................................ 13
LEGAL OPINION.................................. 13
================================================== ===============================================
</TABLE>
14
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee $ 675
Legal Fees $ 5,000
Accounting Fees $ 1,500
Printing and Postage $ 1,575
Transfer Agent Fees and Expenses $ 150
Miscellaneous $ 100
TOTAL $ 9,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-851 of the Georgia Business Corporation Code provides that
a corporation may indemnify its directors and officers against civil and
criminal liabilities. Directors and officers may be indemnified against expenses
if they acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation, if they have not been adjudged
liable on the basis of the improper receipt of a personal benefit and, with
respect to any criminal action, if they had no reasonable cause to believe their
conduct was unlawful. A director or officer may be indemnified against expenses
incurred in connection with a derivative suit if he or she acted in good faith
and in a manner reasonably believed to be in or not opposed to the best interest
of the corporation, except that no indemnification may be made without court
approval if such person was adjudged liable for negligence or misconduct in the
performance of his or her duty to the corporation. Statutory indemnification is
not exclusive of any rights provided by any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise.
<PAGE> 18
The Registrant's Bylaws provide that directors, officers, employees and
agents of the Registrant shall be indemnified by the Registrant against expenses
and liabilities incurred in connection with or resulting from threatened,
pending or completed actions, whether civil, criminal, administrative or
investigative, in which said person became involved by reason of having been a
director, officer, employee or agent of the Registrant; provided that such
person acted in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Registrant and in addition, with respect to any
criminal action or proceeding, did not have a reasonable cause to believe that
his or her conduct was unlawful. Any person who has been wholly successful on
the merits of or otherwise with respect to any claim, action, suit or proceeding
described above shall be entitled to indemnification against expenses actually
and reasonably incurred by him or her in connection therewith without any
further action or approval by the Board of Directors. In any other situation,
indemnification shall be made at the discretion of the Registrant, but only if
the Board of Directors, acting by a majority vote of a quorum consisting of
directors who are not parties to the claim, find that the person has met the
standard of conduct described above. If no such quorum of the Board exists or if
a quorum of directors who are not parties to the claim so direct, independent
legal counsel may render an opinion as to whether the standards have been met.
Alternatively, the holders of a majority of the stock entitled to vote on the
matter may determine by affirmative vote that such director or officer has met
the standards. However, notwithstanding the foregoing, no officer or director
who has been determined to be liable for negligence or misconduct in the
performance of his duties to the Registrant shall be indemnified unless and
except to the extent that the court in which such action or suit was brought
shall determine that, despite the adjudication of liability and in view of all
the circumstances, such person is fairly and reasonably entitled to be
indemnified for such expenses as the court shall deem proper.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant 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.
ITEM 16. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit
No. Description
--- -----------
3.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.1 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989).
3.1(a) Amendment to Amended and Restated Articles of Incorporation of
the Registrant (incorporated herein by reference to Exhibit
3.1(a) to the Registrant's Registration Statement on Form S-4
as filed with the Securities and Exchange Commission on May
14, 1996 (Reg. No. 333-03679).
-2-
<PAGE> 19
3.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1989).
5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect
to the securities being registered.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (see signature pages to this Registration
Statement).
99 Dividend Reinvestment Plan, dated July 15, 1997.
ITEM 17. UNDERTAKINGS.
(a) 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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 statement is on Form S-3, Form S-8 or Form F-3 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 Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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 the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
-3-
<PAGE> 20
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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.
-4-
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Statesboro, State of Georgia, on August 14,
1997.
FIRST BANKING COMPANY OF
SOUTHEAST GEORGIA
By: /s/ James Eli Hodges
--------------------------
James Eli Hodges
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James Eli Hodges and Dwayne E. Rocker,
and each of them, his attorneys in fact, each with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
amendment to this Registration Statement on Form S-3, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby ratifies and confirms all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement Amendment has been signed by the following persons in the
capacities indicated on August 14, 1997.
SIGNATURE TITLE
--------- -----
/s/ James Eli Hodges President and Director
- ------------------------ (Principal Executive and Financial Officer)
James Eli Hodges
/s/ E. Raybon Anderson Director
- ------------------------
E. Raybon Anderson
/s/ A.M. Braswell, Jr. Director
- ------------------------
A.M. Braswell, Jr.
/s/ W.A. Crider, Jr. Director
- ------------------------
W.A. Crider, Jr.
/s/ C. Arthur Howard Director
- ------------------------
C. Arthur Howard
-5-
<PAGE> 22
/s/ Lanier A. Hunnicutt Director
- ---------------------------
Lanier A. Hunnicutt
/s/ Joe P. Johnston Director
- ---------------------------
Joe P. Johnston
/s/ Julian C. Lane, Jr. Vice President and Director
- ---------------------------
Julian C. Lane, Jr.
/s/ Harry S. Mathews Director
- ---------------------------
Harry S. Mathews
/s/ Dan J. Parrish, Jr. Director
- ---------------------------
Dan J. Parrish, Jr.
Director
- ---------------------------
Charles M. Robbins, Jr.
/s/ Larry D. Weddle Director
- ---------------------------
Larry D. Weddle
/s/ Alvin Williams Director
- ---------------------------
Alvin Williams
/s/ John M. Wilson, Jr. Vice President and Director
- ---------------------------
John M. Wilson, Jr.
/s/ Dwayne E. Rocker Secretary and Treasurer
- --------------------------- (Principal Accounting Officer)
Dwayne E. Rocker
<PAGE> 23
EXHIBIT INDEX
Exhibit Description
No. -----------
----
3.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated herein by reference to Exhibit
3.1 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1989).
3.1(a) Amendment to Amended and Restated Articles of
Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1(a) to the
Registrant's Registration Statement on Form S-4
as filed with the Securities and Exchange
Commission on May 14, 1996 (Reg. No. 333-03679).
3.2 Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1989).
5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP with
respect to the securities being registered, including
consent.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (see signature pages to this
Registration Statement).
99 Dividend Reinvestment Plan, dated July
15, 1997.
<PAGE> 1
EXHIBIT 5.1
POWELL,GOLDSTEIN, FRAZER & MURPHY LLP
191 Peachtree Street N.E.
Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
August 15, 1997
First Banking Company of Southeast Georgia
40 North Main Street
Statesboro, Georgia 30458
Re: Registration Statement on Form S-3
First Banking Company of Southeast Georgia Dividend
Reinvestment Plan
Ladies and Gentlemen:
We have served as counsel for First Banking Company of Southeast
Georgia, a Georgia corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-3 (the "Registration Statement"), of an
aggregate of 100,000 shares (the "Shares") of common stock, $1.00 par value, of
the Company, to be offered and sold by the Company pursuant to the First Banking
Company of Southeast Georgia Dividend Reinvestment Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the shares to be issued pursuant to the Plan as
we have deemed necessary and advisable. In such examinations, we have assumed
the genuineness of all signatures on all originals and copies of documents we
have examined, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all certified, conformed or
photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Georgia.
<PAGE> 2
First Banking Company of Southeast Georgia
August 15, 1997
Page 2
Based upon and subject to the foregoing and having regard for such
legal considerations as we have deemed relevant, it is our opinion that the
Shares have been duly authorized and that upon the issuance and delivery of the
Shares and payment therefor as provided in the Plan and as contemplated by the
Registration Statement, such Shares will be legally and validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
First Banking Company of Southeast Georgia on Form S-3 of our report dated
January 24, 1997, appearing in the Annual Report on Form 10-K of First Banking
Company of Southeast Georgia for the year ended December 31, 1996 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
August 12, 1997
<PAGE> 1
EXHIBIT 99
FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
DIVIDEND REINVESTMENT PLAN
DATED JULY 15, 1997
1. PARTICIPATION.
(a) All record owners of First Banking Company of Southeast Georgia
("First Banking") Common Stock ("Common Stock") may participate in the First
Banking Dividend Reinvestment Plan (the "Plan"). Beneficial owners whose shares
are registered in names other than their own (for example, in the name of a
broker or a bank nominee) must become owners of record by having the number of
shares as to which they wish to participate transferred into their names or make
appropriate arrangements with the nominee or other owner of such shares.
(b) Under the Plan, cash dividends on all or less than all shares of
Common Stock registered in a participant's name may be reinvested in additional
Common Stock.
2. ENROLLMENT.
(a) Any record owner of Common Stock may enroll in the Plan by signing
and returning the Authorization Card at any time prior to the record date for
the next dividend payment. Reinvestment of dividends will begin with the next
dividend payment subsequent to receipt of the Authorization Card.
(b) The Authorization Card appoints First Banking, or its duly
authorized agent, as agent for each participant and directs First Banking to
apply cash dividends as directed by the participant to the purchase of
additional shares of Common Stock in accordance with the terms of the Plan.
3. CASH DIVIDEND REINVESTMENT.
(a) Participants may have cash dividends paid on all shares of Common
Stock registered in their names automatically reinvested in additional shares of
Common Stock at a price equal to 100% of the market price average, as defined in
Section 5 below. Participants may also have dividends on less than all of the
shares registered in their names automatically reinvested at a price equal to
100% of the market price average and continue to receive the remainder of their
cash dividends. No commission, service charge or management fee is paid by a
participant in connection with purchases under the Plan.
<PAGE> 2
4. SHARES SUBJECT TO PLAN.
All reinvestment dividends under the Plan will be used to acquire
shares of Common Stock purchased for Plan participants in the open market, or
shares of Common Stock held by First Banking as treasury stock, or authorized
and previously unissued Common Stock, or a combination of the foregoing.
5. PURCHASES OF STOCK.
(a) The purchase price per share of shares purchased with reinvested
dividends in the open market will be the weighted average of the total price
paid by First Banking's transfer agent, for all open market shares which were
purchased by such transfer agent in respect of a particular dividend payment
date. (The "market price average" will be the appropriate average as described
in this Section and in Section 5(b) depending on whether shares are purchased
from First Banking or in the open market.)
(b) The purchase price per share of shares acquired from First Banking
under the Plan with reinvestment dividends on any dividend payment date will be
100% of the average of the bid and asked prices of First Banking's Common Stock
reported by the Nasdaq Stock Market ("Nasdaq") for the five business days
immediately preceding the dividend payment date. First Banking shall supply such
prices to the transfer agent upon request. No shares will be sold by First
Banking to participants in the Plan at less than the par value of such shares.
(c) Dividend reinvestment amounts will be invested on the date on which
dividends are payable. If the transfer agent is unable to purchase First Banking
Common Stock in the open market on that date, dividend reinvestment amounts may
be invested on the next practicable date.
(d) The number of shares purchased for a participant depends on
the amount of a participant's dividend and the purchase price per share.
(e) The participant's account, maintained by First Banking, or by any
duly appointed agent of First Banking, will be credited with the number of
shares, including fractional shares computed to three decimal places, equal to
the sum of the total amount of dividends to be reinvested divided by 100% of the
applicable purchase price. Shares purchased under the Plan will be credited to
the participant's account but will not be registered in the participant's name
nor will certificates be issued to the participant unless requested in writing
or upon termination or withdrawal from the Plan. Dividends on a fractional
interest in a share will be credited to the participant's account.
-2-
<PAGE> 3
6. COSTS.
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 First Banking.
7. REPORTS TO PARTICIPANTS.
First Banking will furnish quarterly to each participant for whom a
purchase was made a statement showing transactions in the participant's account
since the preceding purchase. At the end of each year, First Banking will report
to each participant the dividends credited to his or her account for that year
on the shares held for him or her and on the shares registered in his or her
name. The number of shares credited to a participant's account will also be
shown on the statement.
8. CERTIFICATES.
Certificates for shares of Common Stock purchased under the Plan will
not be issued to participants unless requested in writing. A participant may,
from time to time, make a written request of First Banking to issue full shares
in his or her name. The shares represented by that certificate will be withdrawn
from the participant's account. Any remaining full shares and fraction of a
share will continue to be credited to the participant's account. Certificates
for fractions of a share will not be issued.
9. VOTING OF SHARES.
First Banking will vote at shareholders' meetings any full shares
credited to a participant's account in accordance with the proxies returned to
First Banking by the participant with respect to shares of Common Stock
registered in the participant's name. Such shares will not be voted if no proxy
is given by the participant.
If a shareholder's proxy is returned properly signed but without
indicating instructions as to the manner in which the shares are to be voted
with respect to any item thereon, all of the shareholder's shares will be voted
in accordance with the recommendations made by the board of directors of First
Banking. If a shareholder's proxy is returned unexecuted or improperly executed,
the shares will only be voted if the shareholder votes in person.
10. STOCK DIVIDENDS AND STOCK SPLITS.
Any stock dividends or stock splits distributed by First Banking on
shares credited to the account of a participant under the Plan will be credited
to the participant's account. Stock dividends or split shares distributed on
shares registered in the name of the participant will be mailed directly to the
shareholder in the same manner as to shareholders who are not participating in
the Plan.
-3-
<PAGE> 4
11. RIGHTS OFFERINGS.
If a participant is entitled to participate in a rights offering, his
or her entitlement will be based upon the participant's total holdings,
including the shares of Common Stock credited to him or her under the Plan.
Rights certificates will, however, only be issued for whole shares.
12. TRANSFER OF RECORD SHARES.
Shares credited to the account of a participant under the Plan may not
be sold, pledged or assigned without first requesting that a certificate for
such shares be issued to the participant. If a participant has disposed of all
shares registered in his or her name but continues to have shares credited to
his or her account under the Plan, the participant's participation in the Plan
will be terminated, and certificates (or cash for fractional shares) will be
distributed in accordance with Section 14 hereof. If a participant disposes of
only a portion of the shares registered in his or her name, First Banking will
continue to reinvest dividends on the remaining shares. If a participant who is
reinvesting cash dividends on a portion of the shares registered in his or her
name disposes of some but not all of those shares, First Banking will continue
to reinvest the dividends on the remainder of the shares up to the number of
shares originally authorized.
13. CHANGING INVESTMENT OPTION.
A participant may change his or her investment option at any time by
signing a new Authorization Card and returning it to First Banking. A change in
investment option will be effective for the next dividend payment date if the
Authorization Card is received prior to the dividend record date.
14. TERMINATION OF ACCOUNT.
(a) A participant may terminate his or her account at any time by
notifying the Agent of such desire in writing. Any such notice received
subsequent to the record date for a dividend shall not be effective until
dividends have been reinvested and credited to his or her account.
(b) Within a reasonable time after termination, a certificate for the
stock purchased and credited to the participant's account under the Plan will be
issued and delivered to the participant for all whole shares. Any fractional
interest in a share will be converted to cash at the then current market value.
Alternatively, the participant may elect to receive a check for the proceeds
from the sale of all shares purchased and credited to the participant's account,
including any fractional share, less any brokerage fees or commissions and any
applicable transfer tax. The sale will be made as soon as possible after receipt
of the notification of termination.
-4-
<PAGE> 5
15. AMENDMENT AND TERMINATION OF THE PLAN.
Notwithstanding any other provision of the Plan, the Board of Directors
of First Banking or any designated committee thereof reserves the right to
amend, suspend, modify or terminate the Plan at any time. All participants will
receive notice of any such amendments, suspensions or modifications. Upon a
termination of the Plan, certificates for full shares credited to a
participant's account under the Plan will be issued to the participant and
payment will be made in cash for any fractional share credited to a
participant's account.
16. TAXES.
The reinvestment of dividends does not relieve the participant of any
taxes which may be payable on such dividends.
17. NOT A BANK ACCOUNT.
The participant shall have no right to draw checks or drafts against
his or her account.
18. DUTIES AND RESPONSIBILITIES.
First Banking shall not have any responsibility beyond the exercise of
ordinary care for any action taken or omitted pursuant to this Plan, nor shall
First Banking have any duties, responsibilities or liabilities except such as
are expressly set forth herein. First Banking shall not be liable hereunder for
any act done in good faith, or any good faith omission to act, including,
without limitation, any claims of liability (a) with respect to the time or
prices at which shares are purchased or sold for a participant's account, or any
inability to purchase or sell shares, for any reason, (b) for any fluctuation in
the market value after purchase or sale of shares, or (c) arising out of failure
to terminate the participant's account upon such participant's death prior to
receipt of a notice in writing of such death.
19. GOVERNING LAW.
This Plan is governed by the laws of the State of Georgia.
FIRST BANKING COMPANY OF
SOUTHEAST GEORGIA
By: /s/ James Eli Hodges
------------------------
James Eli Hodges
President
-5-
