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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 1998
Registration No. 33-74080
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
POST-EFFECTIVE AMENDMENT NO. 4 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) 241-2775
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
R. BRADFORD BURNETTE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PAB BANKSHARES, INC.
3102 NORTH OAK STREET EXTENSION
VALDOSTA, GEORGIA 31602
(912) 241-2775
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________________________
Copies to:
THOMAS O. POWELL, ESQ.
TROUTMAN SANDERS LLP
600 PEACHTREE STREET, N.E., SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 4 to the Registration Statement on Form
S-3 (Registration No. 33-74080), covering shares of common stock, no par value
(the "Shares"), of PAB Bankshares, Inc. (the "Company") offered pursuant to the
Third Amended and Restated Dividend Reinvestment and Common Stock Purchase Plan
of the Company, is filed in accordance with Rule 416(b) under the Securities Act
of 1933, as amended, to reflect an increase in the number of Shares registered,
as well as the amendment and restatement of the Plan. Pursuant to said Rule
416(b), the Registration Statement is deemed to cover an additional 338,655
Shares as the result of a two-for-one stock split effected in the form of a
stock distribution by the Company on March 10, 1998 with respect to Shares held
of record at the close of business on February 17, 1998. This Amendment is
filed prior to the offering of such additional Shares.
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PROSPECTUS
PAB BANKSHARES, INC.
THIRD AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
__________________
PAB Bankshares, Inc. (the "Company") is offering through its Third Amended
and Restated Dividend Reinvestment and Common Stock Purchase Plan (the "Plan")
to shareholders of record of its common stock, no par value (the "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. All shareholders of record of Common Stock are eligible to participate in
the Plan with respect to all or any portion of the shares of Common Stock
registered in his or her name. A broker or nominee that is a record owner of
Common Stock may participate in the Plan on behalf of one or more beneficial
owners of Common Stock in accordance with the rules and regulations established
by the Company.
Participants in the Plan (the "Participants") will have cash dividends
automatically reinvested in shares of Common Stock at a purchase price equal to
the weighted average price incurred to purchase all shares acquired in the 30
day period prior to the Investment Date (as defined herein). No brokerage
commissions will be payable with respect to shares of Common Stock purchased
pursuant to the Plan.
Participants in the Plan may also make additional voluntary cash payments
of not less than $50 nor more than $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 the weighted average price incurred to purchase all
shares acquired in the 30 day period prior to the Investment Date. No brokerage
commissions will be payable with respect to shares of Common Stock purchased
pursuant to the Plan.
This Prospectus relates to the 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 SEPTEMBER 1, 1998.
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TABLE OF CONTENTS
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PAGE
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ADDITIONAL INFORMATION........................................... 1
INCORPORATION BY REFERENCE....................................... 1
THE COMPANY...................................................... 3
DESCRIPTION OF THE PLAN.......................................... 3
PURPOSE......................................................... 3
PARTICIPATION................................................... 3
ADMINISTRATION.................................................. 4
PURCHASES....................................................... 4
VOLUNTARY CASH PAYMENTS......................................... 5
REPORTS TO PARTICIPANTS......................................... 6
DIVIDENDS....................................................... 6
WITHDRAWALS..................................................... 6
FEDERAL INCOME TAX CONSEQUENCES................................. 7
OTHER INFORMATION............................................... 7
USE OF PROCEEDS.................................................. 9
INDEMNIFICATION.................................................. 9
EXPERTS.......................................................... 9
LEGAL MATTERS.................................................... 9
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ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the offices of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at its regional offices located at 7
World Trade Center, 13th Floor, New York, New York, 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials can be
obtained at prescribed rates from the Public Reference Section of the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports,
proxy statements and other information can also be obtained from the web site
that the Commission maintains at http://www.sec.gov. In addition, reports, proxy
statements and other information concerning the Company (Symbol: PAB) can be
inspected and copied at the offices of the American Stock Exchange, 86 Trinity
Place, New York, New York 10006-1881, on which the Common Stock is listed.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the shares of Common Stock offered hereby. This Prospectus omits certain of the
information contained in the Registration Statement as permitted by the rules
and regulations of the Commission, and reference is hereby made to the
Registration Statement and related exhibits for further information with respect
to the Company and the securities offered hereby. Any statements contained
herein concerning the provisions of any document are not necessarily complete,
and in each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997;
(ii) the Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998;
(iii) the Company's Current Reports on Form 8-K filed January 16, 1998, May
21, 1998, and July 2, 1998; and
(iv) the description of PAB Common Stock contained in the Company's
Registration Statement on Form 8-A/A, as filed on July 3, 1996.
All documents filed by the Company pursuant to Sections 13, 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, subsequent to the date hereof
and prior to the termination of the offering are hereby incorporated by
reference into this Prospectus and should be deemed a part hereof from the date
of filing of such documents. Any statement or information contained herein, in
any supplement hereto or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of the Registration Statement and this Prospectus to the extent that a
statement or information contained herein, in any supplement hereto 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 the Registration Statement
and this Prospectus, or any supplement hereto.
This Prospectus incorporates by reference certain documents that are not
presented herein or delivered herewith. Such documents are available, without
charge, upon request from: PAB Bankshares, Inc., 3102 North Oak Street
Extension, Valdosta, Georgia 31602, Attention: Denise P. Mckenzie, Corporate
Secretary, (912) 241-2775.
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,
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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 SAVINGS
ACCOUNTS OR BANK DEPOSITS AND ARE NOT DEPOSITS INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER BANK REGULATORY AGENCY.
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THE COMPANY
The Company is a Georgia bank holding company which owns three state-
chartered banks, The Park Avenue Bank in Valdosta, Georgia, Farmers & Merchants
Bank in Adel, Georgia, and First Community Bank of Southwest Georgia in
Bainbridge, Georgia.
The Company's executive offices are located at 3102 North Oak Street
Extension, Valdosta, Georgia 31602, and its telephone number is (912) 241-2775.
DESCRIPTION OF THE PLAN
The following, in question and answer form, is a summary of the material
provisions of the Plan. The Plan was approved by the Company's Board of
Directors on December 20, 1993. The Plan was amended on October 17, 1994,
January 25, 1997, and January 1, 1998.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide shareholders of record of the Common
Stock who participate in the Plan with a simple and convenient means to (i)
reinvest automatically cash dividends and (ii) make additional voluntary cash
purchases of shares of Common Stock.
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
2. WHO IS ELIGIBLE TO PARTICIPATE?
All shareholders of record of the Common Stock are eligible to participate
in the Plan. A broker or nominee that is a record owner of shares of Common
Stock may participate in the Plan on behalf of one or more beneficial owners of
shares of Common Stock in accordance with the rules and regulations established
by the Company.
Shareholders are eligible to participate in the Plan with respect to all or
any portion of the shares of Common Stock registered in their names.
3. DOES A SHAREHOLDER HAVE TO AUTHORIZE DIVIDEND REINVESTMENT ON A MINIMUM
NUMBER OF SHARES?
No, there is no minimum number of shares required to participate. If a
Participant wishes to change the number of shares of Common Stock 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 (the "Authorization Card") and
returning it to the Company's transfer agent. 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.
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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 less than 100% of all
shares registered in a shareholder's name (a specified number of whole shares)
and continue to receive cash dividends directly on the remaining shares; and
(c) to invest by making additional voluntary cash payments of not less than
$50 nor more than $5,000, 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.
ADMINISTRATION
6. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Plan is administered by Registrar and Transfer Co. (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:
PAB Bankshares, Inc. Dividend Reinvestment and Common Stock Purchase Plan
Registrar and Transfer Co., Administrator
10 Commerce Drive
Cranford, New Jersey 07016-3572
Telephone: 1 (800) 368-5948
PURCHASES
7. BY WHAT METHODS MAY PARTICIPANTS PURCHASE COMMON STOCK UNDER THE PLAN?
Eligible Participants may purchase Common Stock through (i) automatic
reinvestment of Common Stock dividends on all or any portion of their shares and
(ii) additional voluntary cash payments of not less than $50 nor more than
$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 A PARTICIPANT'S
ACCOUNT?
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)
the total amount of dividends invested on an Investment Date (less any
applicable withholding taxes) divided by the purchase price per share plus (ii)
the amount of voluntary cash payments invested on an Investment Date 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 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.
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9. WHEN WILL PURCHASES BE MADE?
Purchases will be made for each quarter (the three-month period beginning
on January 1, April 1, July 1 and October 1, herein called the "Quarter") during
the 30 day period prior to the sixteenth day following each Quarter (the
"Investment Date"); provided, however, that if the sixteenth day falls on a
holiday or weekend, the Investment Date will be the first business day after
such date. The shares of Common Stock so purchased shall be allocated to each
Participant's account on the Investment Date.
All shares of Common Stock so purchased may be purchased and 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 (the "Purchase Price")
will be equal to the weighted average price incurred to purchase all shares
acquired in the 30 day period prior to the Investment Date.
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 shares of Common Stock.
12. MAY PARTICIPANTS REQUEST THE ADMINISTRATOR TO SEEK TO SELL SHARES OF
COMMON STOCK HELD IN THEIR PLAN ACCOUNTS?
Yes. Upon withdrawal from the Plan (as set forth in Question 18), the
Participant may elect in writing to receive cash for all the full and fractional
shares of Common Stock in the Participant's account. In the event a Participant
elects to receive cash for the shares of Common Stock in the Participant's
account, the Administrator, as the Participant's agent, will promptly sell such
shares of Common Stock and deliver to the Participant the proceeds of such sale,
less any termination charges, brokerage commissions and any other costs of sale.
Any full and fractional interests in shares of Common Stock may be aggregated
and sold with those of other withdrawing Participants. The proceeds to each
Participant, in such case, will be the average sales price of all shares so
aggregated and sold, less his or her pro rata share of any brokerage commissions
and other costs of sale.
VOLUNTARY CASH PAYMENTS
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; provided, however, that they
must be received by the Administrator at least five business days, but not more
than 30 business days, before an Investment Date in order to be used to allocate
shares of Common Stock to a Participant's account on that Investment Date, by
sending them to:
PAB Bankshares, Inc. Dividend Reinvestment and Common Stock Purchase Plan
Registrar and Transfer Co., Administrator
10 Commerce Drive
Cranford, New Jersey 07016-3572
Telephone: 1 (800) 368-5948
All checks or money orders for voluntary cash payments must be made payable
to "Registrar and Transfer Co." The amounts of voluntary cash payments may vary
so long as they are not less than $50 nor more than $5,000, in the aggregate,
for each calendar year period.
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14. WHEN SHOULD VOLUNTARY CASH PAYMENTS BE MADE?
Voluntary cash payments must be received by the Administrator at least five
business days, but not more than 30 business days, before the Investment Date in
order to be used to allocate shares of Common Stock to a Participant's account
on that Investment Date. The Administrator will remit all payments received less
than five business days before an Investment Date and more than 30 days before
the next Investment Date to the Participant. No interest will be paid on
voluntary cash payments awaiting investment, and there will be no refund of
payments received but not yet invested.
15. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
No, Participants will incur no brokerage commissions, service charges or
other fees with respect to purchases made under the Plan.
REPORTS TO PARTICIPANTS
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 each Quarter. Such statement shall show
the following information for such Quarter: (i) the total amount invested by
the Administrator (dividends and voluntary cash payments less any applicable tax
withheld), (ii) the shares of Common Stock allocated to a Participant's account,
(iii) the cost per share of allocated Common Stock, (iv) the number of shares of
Common Stock for which certificates have been issued, and (v) the beginning and
ending balances in each Participant's account.
DIVIDENDS
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 a
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. Upon withdrawal, the Participant may elect in
writing (i) to receive certificates representing the full shares of Common Stock
in the Participant's account and cash in lieu of fractional shares (except that
no certificate will be issued between the Record Date and the Investment Date)
or (ii) to receive cash for all the full and fractional shares of Common Stock
in the Participant's account. If no written election is made at the time the
Administrator receives written notice of withdrawal from the Participant,
certificates will be issued for all full shares of Common Stock in the
Participant's account, and the Participant will receive cash for any fractional
shares.
In the event a Participant elects to receive cash for the shares of Common
Stock in the Participant's account, the Administrator, as the Participant's
agent, will promptly sell such shares of Common Stock and deliver to the
Participant the proceeds of such sale, less any termination charges, brokerage
commissions and any other costs of sale. Any full and fractional interests in
shares of Common Stock may be aggregated and sold with those of other
withdrawing Participants. The proceeds to each Participant, in such case, will
be the average sales price of all shares so aggregated and sold, less his or her
pro rata share of any brokerage commissions and other costs of sale.
Notice of the 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
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in interest. Neither the Company nor the Administrator shall in any way be
liable for settlements made with such persons.
19. WHAT HAPPENS TO FRACTIONAL SHARES WHEN A PARTICIPANT WITHDRAWS FROM THE
PLAN?
In all withdrawals, fractional interests held in the Participant's account
and not otherwise aggregated and sold will be paid for in cash at a price in
proportion to the arithmetic average of the high and low sales prices of the
Common Stock on the Withdrawal Date as reported on the American Stock Exchange
or other appropriate market, as determined by the Administrator, on which the
Common Stock is traded.
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's
transfer agent. Such shareholder shall once again become a Participant in the
Plan within 30 days following the receipt of the Authorization Card.
FEDERAL INCOME TAX CONSEQUENCES
21. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
Under current 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 amount treated as a dividend (i.e., the
fair market value of the shares acquired). 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 date following the day on which the shares are credited to the
Participant's account.
THE PRECEDING DISCUSSION CONCERNING FEDERAL INCOME 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 Participant
or held under the Plan for him or her until termination of enrollment in the
Plan. Similarly, if a
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Participant acquires additional shares of Common Stock and such shares are
registered in exactly the same name as the participating shares, dividends paid
on the acquired Common Stock will automatically be reinvested, to the same
extent, until termination of enrollment in the Plan.
23. WHAT LIMITATIONS ARE IMPOSED ON PARTICIPANTS WITH REGARD TO THE 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 in the Plan. 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, HAS A STOCK SPLIT
OR HAS A RIGHTS OFFERING WITH RESPECT TO THE COMMON STOCK?
Any shares resulting from a stock dividend or stock split received by the
Administrator with respect to the Common Stock (whole shares and any fractional
interest) in a Participant's account will be immediately credited to such
Participant's account. Participation in any rights offering will be based upon
both the shares of Common Stock registered in each Participant's name and the
Plan shares and any fractional interests credited to each Participant's account.
The Administrator shall sell any stock rights or warrants applicable to any
shares of Common Stock held in each Participant's account and reinvest the
proceeds in shares of Common Stock as of the next Investment Date. If such
rights or warrants have no market value, the Administrator may allow them to
expire.
25. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT A MEETING OF SHAREHOLDERS?
A Participant has all of the rights of any other holder of shares 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 Participant will be
voted as the Participant directs. A proxy card will be sent to each Participant
of record in connection with any meeting of shareholders. The proxy will apply
to all shares owned by him or her, including shares held in his or her 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.
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 or her 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.
Each Participant assumes all risks inherent in the ownership of any Common
Stock purchased under the Plan, whether or not the actual stock certificate has
been issued to the Participant. A 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 the 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, any shareholders or Participants residing in states where the
securities laws now or
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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 non-compliance 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 the shares of Common Stock and cash (if any) as if such
Participant had withdrawn from the Plan electing not to sell his or her Common
Stock as soon as practicable, but not later than 30 days after termination of
the Plan. Participants will incur no service charges or other fees upon such
termination.
USE OF PROCEEDS
The Company does not know either the number of shares of Common Stock that
will be purchased under the Plan or the prices at which such shares will be
purchased. When shares are purchased directly from the Company under the Plan,
the proceeds 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 provide for, and the provisions of
the Georgia Business Corporation Code permit, the Company to indemnify a
director or officer from liability in certain circumstances. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted for directors, officers or controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and 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, 1997 and 1996 and for each of the years in the two-year
period ended December 31, 1997, incorporated herein by reference, have been
examined by Stewart, Fowler & Stalvey, P.C., independent public accountants, and
have been so included in reliance upon such opinion given upon the authority of
such firm as experts in accounting and auditing. To the extent that Stewart,
Fowler & Stalvey, 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 Troutman Sanders LLP, Atlanta, Georgia.
11
<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
----------- -----------
24.1 Consent of Accountants
28.1 PAB Bankshares, Inc. Third Amended and Restated Dividend
Reinvestment and Common Stock Purchase Plan
II-1
<PAGE>
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 Post-Effective Amendment
No. 4 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Valdosta, State of
Georgia, on September 1, 1998.
PAB BANKSHARES, INC.
By: /s/ R. Bradford Burnette
-----------------------------------
R. Bradford Burnette, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, Post-Effective
Amendment No. 4 to this Registration Statement has been signed by the following
persons in the capacities indicated on September 1, 1998.
Signature Title
* Chairman of the Board and Director
----------------------------
James L. Dewar, Sr.
* President, Chief Executive Officer
---------------------------- and Directors
R. Bradford Burnette
* Director
----------------------------
Walter W. Carroll, II
Director
----------------------------
William S. Cowart
* Director
----------------------------
James L. Dewar, Jr.
Director
----------------------------
Tracy a. Dixon
Director
----------------------------
Bill J. Jones
* Director
----------------------------
Thompson Kurrie, Jr.
* Director
----------------------------
F. Ferrell Scruggs
* Director
----------------------------
D. Ramsay Simmons, Jr.
Director
----------------------------
John M. Simmons
Director
----------------------------
Joe P. Singletary
II-2
<PAGE>
* Executive Vice President and
---------------------------- Director
C. Larry Wilkinson (Principal Financial Officer)
*by /s/ R. Bradford Burnette
----------------------------
R. Bradford Burnette,
attorney-in-fact
*by /s/ C. Larry Wilkinson
----------------------------
C. Larry Wilkinson,
attorney-in-fact
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. Description Page
----------- ----------- ----
24.1 Consent of Accountants
28.1 PAB Bankshares, Inc. Third Amended and Restated
Dividend Reinvestment and Common Stock Purchase
Plan
II-4
<PAGE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Post-Effective Amendment No. 4 to Form
S-3 relating to the Third Amended and Restated Dividend Reinvestment and Common
Stock Purchase Plan of PAB Bankshares, Inc., of our report, dated January 23,
1998, relating to the consolidated financial statements of the Company and its
subsidiaries as of December 31, 1997 and 1996 and for each of the years in the
two-year period ended December 31, 1997, and to the reference to our firm under
the caption "Experts" in the Form S-3.
/s/ Stewart, Fowler & Stalvey, P.C.
- -----------------------------------
Stewart, Fowler & Stalvey, P.C.
Valdosta, Georgia
September 1, 1998
<PAGE>
EXHIBIT 28.1
PAB BANKSHARES, INC.
THIRD AMENDED AND RESTATED
DIVIDEND REINVESTMENT
AND COMMON STOCK PURCHASE PLAN
1. Establishment of Plan. PAB Bankshares, Inc. (the "Company") hereby
---------------------
adopts this Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") to
be effective January 1, 1994, or as soon thereafter as the Company can
reasonably complete registration under federal and state securities laws of
shares of its common stock, no par value (the "Common Stock"), for offer and
sale under the Plan.
2. Purpose. The purpose of the Plan is to provide the holders of the
-------
Common Stock with a simple and convenient means of (i) automatically reinvesting
cash dividends and (ii) making additional voluntary cash payments to purchase
shares of Common Stock.
3. Eligibility and Participation. Any holder of Common Stock (a
-----------------------------
"Shareholder") may participate in the Plan by completing and returning to the
Company's transfer agent an authorization card or form in a format approved from
time to time by the Company (the "Authorization Card"). A broker or nominee
that is a record owner of Common Stock may participate in the Plan on behalf of
one or more beneficial owners of Common Stock in accordance with the rules and
regulations established by the Company. Within 30 days following the receipt of
the Authorization Card by the Company's transfer agent, the Shareholder will
become a participant in the Plan (a "Participant"). Authorization Cards will be
available from the Company and the Company's transfer agent. A Shareholder will
not be charged any fee to become a Participant. A Shareholder is eligible to
participate in the Plan with respect to all or any portion of the shares of
Common Stock registered in his or her name, as specified on the Authorization
Card by each Participant. If a Participant withdraws from the Plan pursuant to
the provisions hereof, such Shareholder may rejoin the Plan by again completing
and returning an Authorization Card to the Company's transfer agent, thereafter
becoming a Participant once again within 30 days following the receipt of the
Authorization Card by the Company's transfer agent.
4. Restrictions on Participation. Anything herein to the contrary
-----------------------------
notwithstanding, participation in the Plan is subject to compliance with the
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 which the Company deems overly burdensome or
contain no exemption from such registration requirements.
5. The Administrator. All purchases under the Plan will be made on behalf
-----------------
of the Participants by Registrar and Transfer Co. (the "Administrator"). The
Administrator hereby agrees to receive and hold funds and shares of Common Stock
in the Plan and to administer the Plan. The Administrator will establish an
individual account for each Participant (the "Participant's Account") which will
reflect the number of shares of Common Stock in said account, including
fractions computed to three decimal places, and cash to be invested. The
Administrator shall arrange for the custody of stock certificates, maintain
ongoing records, send statements of accounts to Participants as hereinafter
specified and perform other administrative duties relating to the Plan. The
Administrator, with the consent of the Company, will have the power and
authority to establish such procedures as the Administrator deems necessary to
administer the Plan.
6. Stock Purchases. Participants may purchase shares of Common Stock
---------------
pursuant to the Plan in one of two ways as of the next Investment Date (as
defined hereinafter). First, the Administrator will automatically apply cash
dividends received, subsequent to the dividend record date (the "Record Date"),
on the shares of Common Stock (less any applicable withholding taxes) registered
under the Plan as specified on the Authorization Card by each Participant
towards the purchase of full and fractional shares of Common Stock. Second,
commencing January 1, 1995, the Administrator will apply all voluntary cash
payments, as more particularly
<PAGE>
described below, made by Participants towards the purchase of full and
fractional shares of Common Stock, but only if dividends are being automatically
reinvested.
In addition, the Administrator will receive dividends on the shares of
Common Stock held under the Plan and will apply all such dividends towards the
purchase of full and fractional shares of Common Stock. 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 as of the next Investment Date (as defined
hereinafter).
(a) Investment Date. Purchases will be made for each quarter (the
---------------
three- month period beginning on January 1, April 1, July 1 and October 1,
herein called the "Quarter") during the 30 day period prior to the sixteenth day
following each Quarter (the "Investment Date"); provided, however, that if the
sixteenth day falls on a holiday or weekend, the Investment Date will be the
first business day after such date. The shares of Common Stock so purchased
shall be allocated to each Participant's Account on the Investment Date. All
shares of Common Stock so purchased may be purchased and held in the name of the
Plan or the Administrator.
(b) Purchase of Authorized but Unissued Shares/Open Market Purchases.
----------------------------------------------------------------
At the option of the Company, purchases of Common Stock will either be made
directly from the Company from authorized but unissued shares, in the open
market or a combination thereof. The Company will direct the Administrator with
respect to each Investment Date as to the extent to which Common Stock is to be
purchased directly from the Company or in the open market. The proceeds of any
purchase from authorized but unissued shares will be used by the Company for
general corporate purposes.
(c) Number of Shares Purchased. The number of shares purchased for a
--------------------------
Participant's Account shall be equal to the number of shares, including
fractions computed to three decimal places, equal to (i) the amount of dividends
invested on an Investment Date (dividends less any applicable withholding taxes)
divided by the purchase price per share plus (ii) the amount of voluntary cash
payments invested on an Investment Date divided by the purchase price per share.
(d) Purchase Price. The purchase price for each share of Common Stock
--------------
(the "Purchase Price") will be equal to the weighted average price incurred to
purchase all shares acquired in the 30 day period prior to the Investment Date.
(e) Voluntary Cash Payments. Participants who have submitted valid
-----------------------
Authorization Cards are eligible to make voluntary cash payments at any time
commencing January 1, 1995. Voluntary cash payments shall be accompanied by
such authorization forms or cash payment forms as specified by the Company from
time to time. Any voluntary cash payment by a Participant must not be less than
$50 per payment nor more than $5,000, in the aggregate, for each annual calendar
period. Voluntary cash payments must be received by the Administrator at least
five business days, but no more than 30 business days, before the Investment
Date in order to be used to allocate shares of Common Stock to a Participant's
Account on that Investment Date. The Administrator shall remit all payments
received less than five business days before an Investment Date and more than 30
days before the next Investment Date to the Participant.
(f) Miscellaneous Considerations. No interest will be paid on any
----------------------------
dividends and voluntary cash payments for the period following their receipt and
prior to investment on an Investment Date.
7. Custody of Stock. A Participant becomes the owner of the shares of
----------------
Common Stock purchased under the Plan and allocated to his or her Participant's
Account as of the Investment Date on which it is purchased. Participation in
any rights offering will be based upon both the shares of Common Stock
registered in each Participant's name and the Plan shares (including fractional
interests) credited to each Participant's Account. Any stock dividends or
shares issued pursuant to any stock split received by the Administrator with
respect to Common Stock held in a Participant's Account will be immediately
credited to such Participant's Account. The Administrator shall sell any stock
rights or warrants applicable to any shares of Common Stock held in a
Participant's Account and reinvest the proceeds in shares of Common Stock as of
the next Investment Date. If such rights or warrants have no market value, the
Administrator may allow them to expire.
<PAGE>
8. Certificate Issuance. 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 such Participant's Account (minimum issuance of 10 shares),
except that no certificate will be issued between the Record Date and the
Investment Date. Upon issuance of such certificate, a Participant shall have all
rights of ownership, and neither the Administrator nor the Company shall have
any responsibility with respect to such shares of Common Stock.
Automatic reinvestments of dividends will continue as long as there are any
shares of Common Stock registered in the name of a Participant or held for him
or her by the Administrator or until termination of enrollment in the Plan.
Similarly, if a Participant acquires additional shares of Common Stock
registered in his or her name, dividends paid on the acquired shares of Common
Stock will automatically be reinvested until termination of enrollment in the
Plan.
9. Voting Rights. The Administrator will not vote the shares of Common
-------------
Stock held for a Participant's Account. A Participant will have all rights of a
Shareholder as soon as there are shares of Common Stock (whole or fractional)
credited to such Participant's Account. Whole and fractional shares credited to
a Participant's Account will be voted by such Participant. Proxy materials will
be forwarded to each Participant of record to be voted at his or her discretion,
and all other communications from the Company to its Shareholders will be
forwarded to each Participant of record.
10. Expenses. The Company will bear the expense of administering the Plan
--------
and having the Administrator purchase shares of Common Stock and hold them until
certificates are issued to the Participants, including transfer taxes and costs
of transferring the shares of Common Stock from the Plan to the Participants.
11. Reports to Participants. The Administrator will render a statement of
-----------------------
account to each Participant no later than 45 days after the close of each
Quarter. Such statement will show the following information for the Quarter:
(a) the total amount invested by the Administrator (dividends and
voluntary cash payments less any applicable tax withheld);
(b) the shares of Common Stock allocated to a Participant's Account;
(c) the cost per share of allocated Common Stock;
(d) the number of shares of Common Stock for which certificates have
been issued; and
(e) the beginning and ending balances in each Participant's Account.
12. Withdrawal from Plan. A Participant may withdraw from the Plan at any
--------------------
time by giving written notice to the Administrator. Upon withdrawal, the
Participant may elect in writing (a) to receive certificates representing the
full shares of Common Stock in the Participant's Account and cash in lieu of
fractional shares (except than no certificate will be issued between the Record
Date and the Investment Date), or (b) to receive cash for all of the full and
fractional shares of Common Stock in the Participant's Account. If no written
election is made at the time the Administrator receives written notice of
withdrawal from the Participant, certificates will be issued for all full shares
of Common Stock in the Participant's Account, and the Participant will receive
cash for any fractional shares.
In the event a Participant elects to receive cash for the shares of Common
Stock in the Participant's Account, the Administrator, as the Participant's
agent, will promptly sell such shares of Common Stock and deliver to the
Participant the proceeds of such sale, less any termination charges, brokerage
commissions and any other costs of sale. Any full and fractional interests in
shares of Common Stock may be aggregated and sold with those of other
withdrawing Participants. The proceeds to each Participant, in such case, will
be the average sales price of all shares of Common Stock so aggregated and sold,
less his or her pro rata share of any brokerage commissions and other costs of
sale. In all withdrawals, fractional interests held in the Participant's
Account and not otherwise aggregated and sold will be paid for in cash at a
price in proportion to the arithmetic average of the high and low sales prices
of the Common Stock on the Withdrawal Date as reported on the American Stock
Exchange or other appropriate market, as determined by the Administrator, on
which the Common Stock is traded.
Notice of the death, liquidation or other termination of legal existence of
a Participant shall constitute notice of withdrawal from the Plan. Settlement
will be made with such Participant's legal representative or
<PAGE>
successor in interest, and neither the Administrator nor the Company shall be in
any way liable for settlements made with such persons.
13. Amendment and Termination of the Plan. 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, may also terminate or amend the Plan immediately upon written
notice to the Participants in order to correct any non-compliance of the Plan
with any applicable law or to make administrative changes which are not
material. 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 the shares of Common Stock and cash as if each Participant had
withdrawn from the Plan electing not to sell his or her shares of Common Stock
as soon is practicable, but not later than 30 days after the termination of the
Plan. Participants will incur no service charges or other fees upon such
termination.
14. Risk of Stock Ownership. Each Participant assumes all risks inherent
-----------------------
in the ownership of any shares of Common Stock purchased under the Plan, whether
or not the actual stock certificate has been issued to a Participant. A
Participant has no guarantee against a decline in the price or value of the
Common Stock, and the Company assumes no obligation for repurchase of a
Participant's Common Stock purchased under the Plan. A Participant has all the
rights of any holder of Common Stock with respect to the shares of Common Stock
issued to him or her under the Plan.
15. Liability of the Company and the Administrator. 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 (a) with respect to the
prices at which Common Stock is purchased or valued for a Participant's Account
and the times which such purchases or valuations are made, (b) for any
fluctuation in the market value before or after the purchase or sale of Common
Stock, or (c) 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.
16. Administration of the Plan. The Plan will be administered and
--------------------------
coordinated by the Administrator, and all purchases will be made by the
Administrator in accordance with the terms hereof. Any question of
interpretation arising under the Plan will be determined by the Company.
17. Federal Income Taxes. Neither the Company nor the Administrator makes
--------------------
any representation as to the income or other tax consequences of participation
in the Plan. Nevertheless, it is the Company's understanding that 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, and 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. The federal income tax basis of
the Common Stock received by a Participant under the Plan that was purchased
from the Company will be the amount treated as a dividend. The federal income
tax basis of the Common Stock received by a Participant under the Plan that was
purchased in an open-market transaction will be equal to the purchase price
thereof, plus the pro-rata brokerage fees, if any, paid by the Company in
connection therewith. The holding period for shares of Common Stock acquired
under the Plan will begin on the date following the day on which the shares are
credited to the Participant's Account, and a whole share resulting from the
acquisition of two or more fractional shares will have a split holding period.
Upon the sale or exchange of Common Stock purchased pursuant to the Plan,
capital gain or loss treatment may be applicable.
18. Correspondence. All correspondence and notices to the Company shall
--------------
be sent to:
PAB Bankshares, Inc.
3102 North Oak Street Extension
Valdosta, Georgia 31602
Attention: Denise P. McKenzie, Assistant Vice President and Corporate
Secretary
<PAGE>
All correspondence and notices to the Administrator shall be sent to:
Registrar and Transfer Co.
10 Commerce Drive
Cranford, New Jersey 07016-3572
Attention: Dividend Reinvestment Department
All correspondence and notices to Participants shall be sent to the address
shown on each Participant's Authorization Card or such new address as a
Participant provides in writing to the Company.
Notice to the Company or the Administrator shall be effective when it is
actually received. Notice to a Participant is effective when mailed, postage
pre-paid, to the address indicated above.
19. Miscellaneous. Except as expressly provided herein, a Participant
-------------
shall have no right to sell, assign, encumber or otherwise dispose of his or her
rights in such Participant's Account. A Participant shall have no right to
draw checks or drafts against such Participant's Account or to instruct the
Administrator to perform any acts not expressly provided for herein. This Plan
shall be governed by the laws of the State of Georgia except to the extent
superseded by federal law.
