<PAGE>
As filed with the Securities and Exchange Commission on May 1, 1996
Registration No. 33-74080
______________________________________________________________________________
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
__________________________________
PAB BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1473302
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3102 North Oak Street Extension
Valdosta, Georgia 31602
(912) 242-7758
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
R. Bradford Burnette, President
PAB Bankshares, Inc.
3102 North Oak Street Extension
Valdosta, Georgia 31602
(912) 242-7758
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Fred J. Pinckney, Esq.
Parker, Johnson, Cook & Dunlevie
1275 Peachtree Street, N.E., Suite 700
Atlanta, Georgia 30309
______________________________________
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
_________________________________________________________________________________________
Title of each
class of Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price/(1)/ fee/(2)/
_________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 250,000 $20 $5,000,000 $1,725
no par value shares
_________________________________________________________________________________________
</TABLE>
/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
/(2)/ The registration fee was previously paid.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES COVERED BY THIS PROSPECTUS
BY ANYONE IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE FACTS HEREIN SET FORTH SINCE THE DATE HEREOF. HOWEVER, THE COMPANY
WILL AMEND OR SUPPLEMENT THIS PROSPECTUS IF ANY MATERIAL CHANGE OCCURS WHILE
THIS PROSPECTUS IS REQUIRED BY LAW TO BE DELIVERED.
THE SHARES OF COMMON STOCK OF THE COMPANY OFFERED HEREBY ARE NOT DEPOSITS
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER BANK
REGULATORY AGENCY.
TABLE OF CONTENTS
Page
----
THE COMPANY.......................................................... 1
ADDITIONAL INFORMATION............................................... 1
DOCUMENTS INCORPORATED BY REFERENCE.................................. 1
THE DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN............. 2
Purpose.......................................................... 2
Participation.................................................... 2
Administration................................................... 4
Purchases........................................................ 4
Voluntary Cash Payments.......................................... 6
Reports to Participants.......................................... 7
Dividends........................................................ 7
Withdrawals...................................................... 7
Federal Tax Consequences......................................... 8
Other Information................................................ 9
DESCRIPTION OF CAPITAL STOCK......................................... 11
USE OF PROCEEDS...................................................... 11
INDEMNIFICATION...................................................... 11
EXPERTS.............................................................. 12
LEGAL MATTERS........................................................ 12
<PAGE>
Prospectus
PAB BANKSHARES, INC.
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
__________________
PAB Bankshares, Inc. (the "Company") is offering through its Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan") to shareholders of
record of its common stock ("Common Stock") the means to (i) reinvest
automatically cash dividends in shares of Common Stock and (ii) make additional
voluntary cash purchases of Common Stock.
This Prospectus describes the Plan which provides holders of record of
Common Stock with a simple and convenient means of purchasing shares of Common
Stock without the expense of brokerage commissions or other fees and, under
certain circumstances (with respect to reinvested dividends only), at a discount
as described herein. All shareholders of record of Common Stock (other than a
broker, nominee, etc.) are eligible to participate in the Plan with respect to
(i) all of their shares or (ii) not less than 50% of their shares.
Participants in the Plan will have cash dividends automatically reinvested
in shares of Common Stock at a purchase price equal to 95% of the fair market
value determined by the Company's Board of Directors prior to the date of
purchase.
Participants in the Plan may also make additional voluntary cash payments
of not less than $50 nor more than $1,000, in the aggregate, for each calendar
year period; provided, however, the Company's Board of Directors, upon written
notice to Participants, may increase the maximum voluntary cash payments by a
Participant to $5,000, in the aggregate, for each calendar year period, to be
applied to the purchase of shares of Common Stock at a purchase price equal to
100% of the fair market value determined by the Company's Board of Directors
prior to the date of purchase.
This Prospectus relates to 250,000 shares of Common Stock of the Company
registered for sale under the Plan. Shares may also be purchased in the open
market for use by the Plan. Please retain this Prospectus for future use.
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.
The date of this Prospectus is May 1, 1996.
<PAGE>
THE COMPANY
PAB Bankshares, Inc. (the "Company") is a Georgia bank holding company
which owns two state-chartered banks, The Park Avenue Bank in Valdosta, Georgia
and Farmers & Merchants Bank in Adel, Georgia and a federally-chartered savings
bank, First Federal Savings Bank of Bainbridge in Bainbridge and Cairo, Georgia.
The Company's executive offices are located at 3102 North Oak Street
Extension, Valdosta, Georgia 31602, and its telephone number is (912) 242-7758.
ADDITIONAL INFORMATION
The Company has filed a Registration Statement with the Securities and
Exchange Commission (the "Commission") in Washington, D.C., with respect to the
shares of Common Stock offered hereby. This Prospectus, which is part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and such exhibits and schedules
filed as a part thereof. The Registration Statement, including exhibits and
schedules thereto, may be inspected without charge at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
located at 7 World Trade Center, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Northwestern Atrium Center, Chicago, Illinois 60661. Copies
of such materials may also be obtained at prescribed rates from the Public
Reference Section of the Commission, Washington, D.C. 20549. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to are not necessarily complete and in each instance reference
is made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with Commission are
incorporated herein by reference: (i) the Company's Annual Report on Form 10-K
for the year ended December 31, 1995; and (ii) the Company's Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995, and September
30, 1995.
All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to
the date hereof and prior to the termination of the offering are hereby
incorporated by reference into this Prospectus and should
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<PAGE>
be deemed a part hereof from the date of filing of such documents. Any
statement or information contained in the document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement or
information contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement or information. Any such statement or information so
modified or superseded shall be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide, without charge, each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or request
of such person, a copy of any or all documents incorporated herein by reference
(other than exhibits to such documents). Such request should be directed to:
PAB Bankshares, Inc., Attention: R. Bradford Burnette, President, 3102 North Oak
Street Extension, Valdosta, Georgia 31602, telephone (912) 242-7758.
THE DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
The following, in question and answer form, is a summary of the
provisions of the Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan") of the Company. The Plan was approved by the Company's Board of
Directors on December 20, 1993 and amended on October 17, 1994.
PURPOSE
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1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide shareholders of record of the
Company's common stock ("Common Stock") who participate in the Plan
("Participants") with a simple and convenient means to (i) reinvest
automatically cash dividends and (ii) make additional voluntary cash purchases
of shares of Common Stock without the expense of brokerage commissions or other
fees.
Shares which are purchased directly from the Company and not in the
open market will provide the Company with additional funds to be used for
general corporate purposes.
PARTICIPATION
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2. WHO IS ELIGIBLE TO PARTICIPATE?
All shareholders of record of the Common Stock (other than a broker,
nominee, etc.) are eligible to participate in the Plan. Beneficial owners of
Common Stock whose shares are registered in a name other than their own (such as
broker, nominee, etc.) must become shareholders of record by having the shares
transferred into their own names in order to participate in the Plan.
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<PAGE>
Shareholders are eligible to participate in the Plan with respect to
(i) all of their shares or (ii) not less than 50% of their shares.
3. DOES A SHAREHOLDER HAVE TO AUTHORIZE DIVIDEND REINVESTMENT ON A
MINIMUM NUMBER OF SHARES?
Yes. Shareholders are eligible to participate in the Plan with
respect to (i) all of their shares or (ii) not less than 50% of their shares.
If a Participant wishes to change the number of shares subject to the
Plan, such Participant must notify the Administrator in writing.
4. HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT?
An eligible shareholder may participate in the Plan at any time by
completing and signing the authorization card ("Authorization Card") and
returning it to the Company. Authorization Cards for new Participants must be
received prior to a dividend record date (the "Record Date") for eligible
shareholders to reinvest such cash dividend.
5. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
By marking the appropriate spaces on the Authorization Card, a
shareholder may choose among the following options:
(a) To reinvest automatically cash dividends on all shares
registered in a shareholder's name.
(b) To reinvest automatically cash dividends on not less than 50%
of all shares registered in a shareholder's name (a specified number of whole
shares) and continue to receive the cash dividend directly on the remaining
shares.
(c) To invest by making additional voluntary cash payments of not
less than $50 nor more than $1,000, in the aggregate, for each calendar year
period, as further described hereinafter.
Dividends on all shares purchased for a Participant's Account under
the Plan, whether through dividend reinvestment or voluntary cash payments, will
be automatically reinvested in additional shares of Common Stock.
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<PAGE>
ADMINISTRATION
- --------------
6. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Plan is administered by the Company's subsidiary, The Park Avenue
Bank (the "Administrator"). The Administrator keeps records, sends statements
to Participants regarding each Participant's Account, and performs other duties
relating to the Plan. Any questions and correspondence regarding the Plan
should be addressed to:
Dividend Reinvestment and
Common Stock Purchase Plan
The Park Avenue Bank, Administrator
3102 North Oak Street Extension
Valdosta, Georgia 31602
Attention: R. Bradford Burnette,
Chief Executive Officer
Telephone (912) 242-7758.
PURCHASES
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7. BY WHAT METHOD MAY PARTICIPANTS PURCHASE COMMON STOCK UNDER THE
PLAN?
Eligible Participants may purchase Common Stock through: (i)
automatic reinvestment of Common Stock dividends on all of their shares or not
less than 50% of their shares; and (ii) additional voluntary cash payments of
not less than $50 nor more than $1,000, in the aggregate, for each calendar year
period; provided, however, the Company's Board of Directors, upon written notice
to Participants, may increase the maximum voluntary cash payments by a
Participant to $5,000, in the aggregate, for each calendar year period.
Voluntary cash payments may be made only if dividends are automatically
reinvested.
8. HOW MANY SHARES OF COMMON STOCK MAY BE PURCHASED FOR THE
PARTICIPANTS?
The number of shares to be purchased for a Participant's account will
depend on the amount of such Participant's dividends, voluntary cash payments,
or both, and the purchase price of the Common Stock. A Participant's account
will be credited with the number of shares, including fractions, equal to (i)
total amount of dividends invested (less any applicable withholding taxes)
divided by the purchase price per share plus (ii) the amount of voluntary cash
payments divided by the purchase price per share.
At the option of the Company, purchases will be made directly from the
Company's authorized but unissued shares, in the open market, or a combination
thereof. The Company will
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<PAGE>
direct the Administrator with respect to each Investment Date as to the extent
to which shares are to be purchased directly from the Company or in the open
market.
9. WHEN WILL PURCHASES BE MADE?
Purchases will be made for each calendar quarter (the three month
period beginning on January 1, April 1, July 1 and October 1 (the "Quarter") on
the fifteenth day following each Quarter (the "Investment Date"); provided,
however, if the fifteenth day falls on a holiday or weekend, the Investment Date
will be the first business day after such date. No interest will be paid on the
dividends and voluntary cash payments for the period following their receipt and
prior to investment.
All Common Stock purchased by the Administrator may be held in the
name of the Plan or the Administrator.
10. WHAT IS THE PURCHASE PRICE FOR THE SHARES OF COMMON STOCK TO BE
PURCHASED UNDER THE PLAN?
The purchase price for each share of Common Stock purchased under the
Plan will depend upon whether the funds being invested are attributable to
dividends or voluntary cash payments. The purchase price will not be affected
by whether the shares are purchased directly from the Company or in the open
market.
The price of Common Stock purchased with dividends will be equal to
95% of the fair market value determined by the Company's Board of Directors
prior to the date of purchase.
The price of Common Stock purchased with voluntary cash payments will
be 100% of the fair market value determined by the Company's Board of Directors
prior to the date of purchase.
11. WHEN WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK
PURCHASED UNDER THE PLAN?
Upon written request to the Administrator, a stock certificate will be
issued to a Participant for the number of full shares of Common Stock in the
Participant's account (minimum issuance of 10 shares), except that no
certificates will be issued between the Record Date and the Investment Date.
Upon issuance of such certificate, the Participant shall have all rights of
ownership, and neither the Company nor the Administrator will have any
responsibility with respect to such Common Stock.
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<PAGE>
12. MAY PARTICIPANTS REQUEST THE ADMINISTRATOR TO SEEK TO SELL SHARES
OF COMMON STOCK HELD IN THEIR PLAN ACCOUNTS?
The Administrator is not authorized under the Plan to sell shares of
Common Stock held in a Participant's Account.
VOLUNTARY CASH PAYMENTS
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13. WHO WILL BE ELIGIBLE TO MAKE VOLUNTARY CASH PAYMENTS?
Participants who have submitted a signed Authorization Card are
eligible to make additional voluntary cash payments at any time commencing
January 1, 1995. An initial voluntary cash payment may be made by a Participant
when enrolling by enclosing a check or money order with the Authorization Card.
Thereafter, voluntary cash payments may be made at any time by sending them to:
Dividend Reinvestment and
Common Stock Purchase Plan
The Park Avenue Bank, Administrator
3102 North Oak Street Extension
Valdosta, Georgia 31602
Attention: R. Bradford Burnette
Chief Executive Officer
Telephone (912) 242-7758.
All checks or money orders for voluntary cash payments must be made
payable to "PAB Bankshares, Inc." The amounts of voluntary cash payments may
vary so long as they are not less than $50 nor more than $1,000, in the
aggregate, for each calendar year period; provided, however, the Company's Board
of Directors, upon written notice to Participants, may increase the maximum
voluntary cash payments by a Participant to $5,000, in the aggregate, for each
calendar year period.
14. WHEN SHOULD VOLUNTARY CASH PAYMENTS BE MADE?
Voluntary cash payments may be made at any time commencing January 1,
1995. Voluntary cash payments must be received by the Administrator at least
five business days before the Investment Date in order to be used to purchase
shares for your account on that Investment Date. Payments received less than
five business days before an Investment Date will be held until the next
Investment Date. No interest will be paid on voluntary cash payments awaiting
investment, and there will be no refund of payments received but not yet
invested.
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<PAGE>
15. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH
PURCHASES UNDER THE PLAN?
Participants will incur no brokerage commissions or other fees with
respect to purchases made under the Plan.
REPORTS TO PARTICIPANTS
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16. HOW OFTEN WILL ACCOUNT STATEMENTS BE SENT TO PARTICIPANTS IN THE
PLAN?
The Administrator will render a statement of account to each
Participant no later than 45 days after the close of a Quarter. Such statement
shall show the following information for such Quarter: (i) total amount
invested; (ii) shares of Common Stock allocated to the Participant's Account;
(iii) cost per share of allocated Common Stock; (iv) number of shares of Common
Stock for which certificates have been issued; and (v) beginning and ending
balances in the Participant's Account.
DIVIDENDS
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17. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN
THEIR ACCOUNTS UNDER THE PLAN?
Yes. The Administrator will receive dividends for all shares of
Common Stock held under the Plan on the Record Date and will credit such
dividends to Participant's Account on the basis of full and fractional shares
held on the Record Date. Such dividends will be automatically reinvested in
additional shares of Common Stock.
WITHDRAWALS
- -----------
18. WHEN AND HOW MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A Participant may withdraw from the Plan at any time by giving written
notice to the Administrator. The withdrawal date shall be the third business
day of the calendar month immediately following the calendar month during which
the written notice was received (the "Withdrawal Date"). As soon as practicable
after the Withdrawal Date, a certificate for all full shares of Common Stock in
a Participant's Account will be issued to the Participant, except that no
certificate will be issued between the Record Date and the Investment Date.
Notice of death, liquidation or other termination of legal existence
of a Participant shall constitute notice of withdrawal from the Plan.
Settlement will be made with the Participant's legal representative or successor
in interest. Neither the Company nor the Administrator shall in any way be
liable for settlements made with such persons.
-8-
<PAGE>
19. WHAT HAPPENS TO FRACTIONAL SHARES WHEN A PARTICIPANT WITHDRAWS
FROM THE PLAN?
No fractional shares will be issued to the Participant but the cash
value of any fractional shares in its account will be paid to him. Such
fractional shares will be valued in proportion to the fair market value of one
share of Common Stock on the Withdrawal Date, and the fair market value shall be
100% of the fair market value as determined by the Company's Board of Directors
prior to the Withdrawal Date.
20. HOW MAY A PARTICIPANT WHO WITHDRAWS FROM THE PLAN LATER REJOIN
THE PLAN?
A Participant who withdraws from the Plan may at any time rejoin the
Plan by again completing and returning an Authorization Card to the Company.
Such shareholder shall once again become a Participant in the Plan within 30
days following receipt of the Authorization Card.
FEDERAL TAX CONSEQUENCES
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21. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN
THE PLAN?
Under federal income tax law, a Participant in the Plan who acquires
shares purchased directly from the Company with reinvested dividends will be
treated as receiving a dividend in an amount equal to the fair market value of
the additional shares so acquired. A Participant in the Plan who acquires
shares purchased in the open market with reinvested dividends will be treated as
receiving a cash distribution equal to the sum of the purchase price and the pro
rata brokerage fees, if any, paid by the Company in connection with the purchase
of such shares.
A Participant's tax basis in shares purchased directly from the
Company with reinvested dividends will be the fair market value of the shares on
the Investment Date. A Participant's tax basis in shares purchased in the open
market with reinvested dividends would be equal to the purchase price of the
shares plus the pro rata brokerage fees, if any, paid by the Company in
connection with the purchase of such shares.
A Participant's tax basis in shares purchased directly from the
Company with voluntary cash payments will be the purchase price of the shares.
A Participant's tax basis in shares purchased in the open market with voluntary
cash payments would be the purchase price of the shares plus the pro rata
brokerage fees, if any, paid by the Company in connection with the purchase of
such shares.
A Participant's holding period for the shares acquired pursuant to the
Plan will begin on the Investment Date.
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<PAGE>
THE PRECEDING DISCUSSION CONCERNING TAX CONSEQUENCES IS PROVIDED FOR
INFORMATIONAL PURPOSES ONLY. NEITHER THE COMPANY NOR THE ADMINISTRATOR MAKES
ANY REPRESENTATION AS TO THE TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN TO A
PARTICIPANT. EACH PARTICIPANT IS URGED TO SEEK PROFESSIONAL ADVICE WITH RESPECT
TO HIS PERSONAL TAX SITUATION.
OTHER INFORMATION
- -----------------
22. WHAT HAPPENS IF A PARTICIPANT SELLS OR TRANSFERS SHARES OF COMMON
STOCK OR ACQUIRES ADDITIONAL SHARES OF COMMON STOCK?
If a Participant sells or transfers all or any part of the Common
Stock, automatic reinvestment of dividends will continue, to the same extent, as
long as there are shares of Common Stock registered in the name of such
shareholder or held under the Plan for him until termination of enrollment.
Similarly, if a Participant acquires additional shares of Common Stock and such
shares are registered exactly the same as the participating shares, dividends
paid on the acquired Common Stock will automatically be reinvested, to the same
extent, until termination of enrollment.
23. WHAT LIMITATIONS ARE IMPOSED ON PARTICIPANTS WITH REGARD TO
COMMON STOCK HELD UNDER THE PLAN?
Participants have no right to draw checks or drafts against their
accounts or to give instructions to the Administrator to perform any acts not
expressly provided for herein. In addition, Participants cannot sell, assign,
encumber, or otherwise dispose of their rights in their individual accounts.
24. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND, THE CLASS OF
STOCK SPLIT OR HAS A RIGHTS OFFERING WITH RESPECT TO COMMON STOCK?
Any shares resulting from a stock dividend or stock split with respect
to the Common Stock (whole shares and any fractional interest) in a
Participant's Account will be credited to such account. The basis for any
rights offering will include the shares of Common Stock and any fractional
interest credited to the Participant's Account.
25. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT A MEETING OF
SHAREHOLDERS?
A Participant has all the rights of any other shareholder of Common
Stock with respect to the shares of Common Stock purchased under the Plan.
Full and fractional shares held in the Plan for each shareholder will
be voted as the shareholder directs. A proxy card will be sent to each
Participant in connection with any meeting of shareholders. The proxy will
apply to all shares owned by him, including shares held in his Plan Account.
All Plan shares will be voted in accordance with the instructions given by a
Participant on the proxy card, if properly signed and delivered.
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<PAGE>
26. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE
ADMINISTRATOR?
All notices from the Company or the Administrator to a Participant
will be addressed to the Participant at the address shown on his Authorization
Card or such new address as the Participant provides in writing. The mailing of
a notice to a Participant's last address of record will satisfy the Company's or
the Administrator's duty of giving notice to such Participant.
Neither the Company nor the Administrator shall be liable for any acts
done or any omission to act, including, without limitation, any claims of
liability (i) with respect to the price at which the Common Stock is purchased
or valued for a Participant's Account and the times at which such purchases or
valuations are made, (ii) for any fluctuation in the market value before or
after the purchase or sale of Common Stock, or (iii) for continuation of a
Participant's Account until receipt by the Administrator of notice in writing of
such Participant's death, liquidation or other legal dissolution.
The Participant assumes all risks inherent in the ownership of any
Common Stock purchase under the Plan, whether or not the actual stock
certificate has been issued to the Participant. Participant has no guarantee
against a decline in the price or value of the Common Stock, and the Company
assumes no obligation to repurchase any shares of Common Stock purchased under
the Plan.
Participation in the Plan is subject to compliance with securities
laws of the various states in which shareholders and Participants reside. The
Company may refuse to enroll in the Plan, or may require immediate withdrawal
from the Plan, of any shareholders or Participants residing in states where the
securities laws now or hereafter prohibit the operation of the Plan, require
registration procedures that the Company deems overly burdensome, or contain no
exemption from such registration requirements.
27. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to amend or terminate the Plan at any time upon giving 30
days written notice to the Participants and the Administrator setting forth the
effective date of the amendment or termination. The Company, with the consent
of the Administrator, also may terminate or amend the Plan immediately upon
written notice to the Participants in order to correct any noncompliance of the
Plan with any applicable law or to make administrative changes which are not
material.
28. WHAT IS THE EFFECT OF TERMINATION OR AMENDMENT OF THE PLAN?
No amendment or termination will affect any Participant's interest in
the Plan which has accrued prior to the date of the amendment or termination.
In the event of the termination of the Plan, the Administrator will make a
distribution of Common Stock and cash (if any) as if such Participant has
withdrawn from the Plan, as soon as practicable, but not later than 30 days
after termination of the Plan. Participants will incur no service charge or
other fees upon such termination.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company is authorized by its Articles of Incorporation, as
amended, to issue 4,000,000 shares of Common Stock, no par value. There were
1,433,117 shares of Common Stock outstanding on the date of this Prospectus.
Shareholders are entitled to one vote per share on all matters to be
voted on by shareholders and are not entitled to cumulate their votes in the
election of directors, which means that the shareholders of a majority of the
shares voting for the election of directors can elect all of the directors then
standing for election should they choose to do so. Shareholders are entitled to
receive such dividends, if any, as may be declared from time to time by the
Board of Directors, subject to prior regulatory approval, from funds legally
available therefor. Shareholders are entitled to share pro rata in any
distribution to the shareholders of Common Stock in the event of any
liquidation, dissolution or winding-up of the Company.
The Company's shares of Common Stock are not subject to preemptive
rights. The shares offered by this Prospectus, upon payment therefor, will be
fully paid and non-assessable.
Prior to this offering, there has been no public market for the Common
Stock and there can be no assurance that an active trading market will develop
as a result of the offering.
USE OF PROCEEDS
The Company does not know the number of shares of Common Stock that
will be sold pursuant to the Plan, or the prices at which such shares will be
sold. However, the proceeds from the sale of the Common Stock will be added to
the general funds of the Company. Such proceeds will be available for general
corporate purposes. The Company is unable to estimate the amount of proceeds
which will be devoted to any specific purpose.
INDEMNIFICATION
The Company's Articles of Incorporation, as amended, provide, and the
provisions of the Georgia Business Corporation Act permit, the Company to
indemnify a director or officer from liability in certain circumstances.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted for directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and
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<PAGE>
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries as of December 31, 1995, and 1994 and for each of the years in the
two year period ended December 31, 1995, incorporated herein by reference, have
been examined by Stewart, Fowler & Stavley, P.C., independent public
accountants, and have been so included in reliance upon such opinion given upon
the authority of such firm's experts in accounting and auditing. To the extent
that Stewart, Fowler & Stavley, P.C. audits and reports on financial statements
of the Company issued at future dates, and consents the use of their report
therein, such financial statements also will be incorporated by reference in the
Registration Statement in reliance upon their report and said authority.
LEGAL MATTERS
The legality of the securities offered hereby is being passed upon for
the Company by Parker, Johnson, Cook & Dunlevie, 1275 Peachtree Street, N.E.,
Suite 700, Atlanta, Georgia.
-13-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Except as set forth herein, information contained in Part II of the
Registration Statement as previously filed is unchanged and remains a part of
the Registration Statement.
Item 16. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation dated
May 14, 1982
3.2 Amendment to Articles of
Incorporation dated March 3, 1988
3.3 Amendment to Articles of Incor-
poration dated February 13, 1989
3.4 Bylaws
3.5 Articles of Amendment dated
September 20, 1993
3.6 Articles of Amendment dated
November 15, 1993
3.7 Articles of Amendment dated
May 18, 1994
4.1 Specimen Stock Certificate
5.1 Opinion of Parker, Johnson, Cook
and Dunlevie
24.1 Consent of Accountants
-14-
<PAGE>
24.2 Consent of Parker, Johnson, Cook
& Dunlevie (included in opinion
filed as Exhibit 5.1)
25.1 Power of Attorney
28.1 First Restated and Amended Dividend
Reinvestment and Common Stock
Purchase Plan
Item 17. Undertakings
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:
(i) include any prospectus required by Section 10 (a)(3) of the
Securities Act of 1933;
(ii) 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) which, individually or in the
aggregate, represent a fundamental change in the information in the
Registration Statement;
(iii) include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change in such information in the Registration
Statement;
Provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the Registration Statement is on
Form S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs as contained in periodic
reports filed by the Registrant pursuant to Section 13 of Section
15(d) of the Securities and Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
Registration Statement
-15-
<PAGE>
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) 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.
(4) 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 and Exchange Act of 1934
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
-16-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused Amendment No. 2 to this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Valdosta, Georgia, on April 30, 1996.
PAB BANKSHARES, INC.
BY: /s/ R. Bradford Burnette
-----------------------------------
R. Bradford Burnette, President
Pursuant to the requirements of the Securities Act of 1933, Amendment
No. 2 to this Registration Statement has been signed by the following persons in
the capacities indicated on April 30, 1996.
Signature Title
* Chairman of the Board of
- ------------------------------------ Directors
James L. Dewar, Sr.
* President and Director (Principal
- ------------------------------------ Executive Officer)
R. Bradford Burnette
- ------------------------------------ Director
John H. Clark
* Director
- ------------------------------------
Walter W. Carroll, II
* Director
- ------------------------------------
William S. Cowart
* Director
- ------------------------------------
James L. Dewar, Jr.
-17-
<PAGE>
* Director
- ------------------------------------
Thompson Kurrie, Jr.
* Director
- -----------------------------------
F. Ferrell Scruggs
Director
- -----------------------------------
D. Ramsay Simmons, Jr.
* Director
- -----------------------------------
Joe P. Singletary, Jr.
Director
- -----------------------------------
Steve A. Underwood
* Vice President and Director
- ----------------------------------- (Principal Financial Officer)
C. Larry Wilkinson
* by /s/ R. Bradford Burnette
-------------------------------
R. Bradford Burnette,
attorney-in-fact
* by /s/ C. Larry Wilkinson
-------------------------------
C. Larry Wilkinson,
attorney-in-fact
-18-
<PAGE>
PAB BANKSHARES, INC.
EXHIBIT INDEX
Exhibit No. Description Sequential Page
- ----------- ----------- ---------------
3.1 Articles of Incorporation dated
May 14, 1982(aa)
3.2 Amendment to Articles of
Incorporation dated March 3, 1988(aa)
3.3 Amendment to Articles of Incor-
poration dated February 13, 1989(aa)
3.4 Bylaws(aa)
3.5 Articles of Amendment dated
September 20, 1993(cc)
3.6 Articles of Amendment dated
November 15, 1993(cc)
3.7 Articles of Amendment dated
May 18, 1994(cc)
4.1 Specimen Stock Certificate(bb)
5.1 Opinion of Parker, Johnson, Cook
and Dunlevie(ff)
24.1 Consent of Accountants(ff)
24.2 Consent of Parker, Johnson, Cook
& Dunlevie (included in opinion
filed as Exhibit 5.1)
25.1 Power of Attorney (dd)
<PAGE>
28.1 First Restated and Amended Dividend
Reinvestment and Common Stock
Purchase Plan(ee)
- -------------
(aa) Incorporated by reference from Registration Statement on Form S-18 (File
Number 33-27456-A) as filed with the Securities and Exchange Commission on March
8, 1989.
(bb) Incorporated by reference from Amendment No. 1 to Registration Statement on
Form S-18 (File Number 33-27456-A) as filed with the Securities and Exchange
Commission on April 3, 1989.
(cc) Incorporated by reference from Registration Statement on Form 8-A as filed
with the Securities and Exchange Commission on January 26, 1995.
(dd) Incorporated by reference from Registration Statement on Form S-3 (File No.
33-74080) as filed with the Securities and Exchange Commission on January 14,
1994.
(ee) Incorporated by reference from Post-Effective Amendment No. 1 to Form S-3
(File No. 33-74080) as filed with the Securities and Exchange Commission on
March 31, 1995.
(ff) Filed herewith.
<PAGE>
Exhibit No. 5.1
[LETTERHEAD OF PARKER, JOHNSON, COOK & DUNLEVIE]
888-7407 April 30, 1996
PAB Bankshares, Inc.
3102 N. Oak Street Extension
Valdosta, Georgia 31602
Gentlemen:
We are acting as counsel for PAB Bankshares, Inc. (the "Company") in
connection with the offering by the Company of Shares of Common Stock, no par
value, pursuant to a First Restated and Amended Dividend Reinvestment and Common
Stock Purchase Plan as described in Post-Effective Amendment No. 2 to the
Registration Statement filed on Form S-3 (the "Registration Statement") under
the Securities Act of 1933, as amended.
We have examined such documents as we have deemed necessary or
appropriate for the purpose of our opinion. In our examination, we have assumed
the authenticity of all signatures, the authenticity of all documents submitted
to us as original, and the conformity to the originals of all documents
submitted to us as certified, photostatic or conformed copies.
Based upon the foregoing, we are of the opinion that:
(1) The Company is duly incorporated and is validly existing as a
corporation under the laws of Georgia.
(2) After the Registration Statement becomes effective and the
provisions of applicable state securities laws have been complied with, the
Shares of Common Stock, when issued and paid for in accordance with the terms of
the offering as described in the Registration Statement, will be validly issued,
fully paid and non-assessable under the laws of Georgia.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm name under the heading
"Legal Matters" in the Prospectus which is a part of the Registration Statement.
Sincerely,
PARKER, JOHNSON, COOK & DUNLEVIE
By: /s/ Fred J. Pinckney
-----------------------------------
Fred J. Pinckney
<PAGE>
Exhibit No. 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Form S-3 post effective amendment
Number 2, concerning the Dividend Reinvestment and Common Stock Purchase Plan of
PAB Bankshares, Inc., of our report, dated January 25, 1996, relating to the
consolidated financial statements of the company and its subsidiaries as of
December 31, 1995 and 1994 and for each of the years in the two-year period
ended December 31, 1995, and to the reference of our firm under the caption
"Experts" in the Form S-3.
/s/ Stewart, Fowler & Stalvey, P.C.
- --------------------------------------
Stewart, Fowler & Stalvey, P.C.
Valdosta, Georgia
April 24, 1996
