As filed with the Securities and Exchange Commission on September 23, 1997.
Registration No. 33-73186
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ANCHOR FINANCIAL CORPORATION
(Exact Name of Registrant as specified in its charter)
SOUTH CAROLINA 57-0778015
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2002 Oak Street, Myrtle Beach, South Carolina 29577
(803) 448-1411
(Address, including zip code and telephone number, including area
code, of registrant's principal executive offices)
Tommy E. Looper
Anchor Financial Corporation
2002 Oak Street
Myrtle Beach, SC 29577
(803) 448-1411
(Name, address, including zip code and telephone number, includ-
ing area code, of agent for service)
Copy to:
Ann W. Langston
Gerrish & McCreary, P.C.
700 Colonial, Suite 200
Memphis, TN 38117
(901) 767-0900
Approximate date of commencement of proposed sale to the public: As soon as
possible after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. X
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Title of
each Class Proposed Proposed
of Offering Maximum Maximum
Securities Amount to Aggregate Aggregate Amount of
to be be Price Per Offering Registration
Registered Registered Unit (1) Price (1) Fee (2)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock,
$6.00 par
value per 50,000
share shares $26.00 $1,300,000 $449
===============================================================================================================================
</TABLE>
(1) Initial offering price based on market value as set forth in the Plan.
(2) Calculated as applicable and paid with original filing.
<PAGE>
CROSS REFERENCE SHEET
(Pursuant to Item 501(b) of Regulation S-K showing the location in the
Prospectus of the information required by Form S-3.)
Item No. and Caption Heading in Prospectus
1. Forepart of the Registration Facing Page, Cross
Statement and Outside Front Reference Sheet,
Cover Page of Prospectus.......... Outside Front Cover
2. Inside Front and Outside Inside Front Cover;
Back Cover Pages of Prospectus.... Outside Back Cover
3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges.................. *
4. Use of Proceeds................... Use of Proceeds
5. Determination of Offering Price... Purchases
6. Dilution.......................... *
7. Selling Security Holders.......... *
8. Plan of Distribution.............. Purpose
9. Description of Securities Incorporation of
to be Registered.................. Certain Documents
by Reference
10. Interests of Named Experts
and Counsel....................... Experts
11. Material Changes.................. *
Incorporation of
12. Incorporation of Certain Certain Documents by
Information by Reference.......... Reference
13. Disclosure of Commission
Position on Indemnification for
Securities Act Liabilities........ *
- --------------------------
*Omitted since item is not applicable or answer is negative.
<PAGE>
PROSPECTUS
ANCHOR FINANCIAL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN, AS AMENDED
--------------------
150,000 shares of Common Stock
$6.00 par value per share
TO THE SHAREHOLDERS OF ANCHOR FINANCIAL CORPORATION:
We are pleased to provide you this Prospectus describing the Anchor Financial
Corporation Dividend Reinvestment and Stock Purchase Plan, as amended (the
"Plan") for the Shareholders of Anchor Financial Corporation. The Plan offers
our Shareholders who own a minimum of one hundred (100) Common Shares the
opportunity to automatically reinvest the cash dividends from your Anchor
Financial Corporation Common Stock [if you own a minimum of one hundred (100)
shares] in the purchase of additional shares of the Common Stock. No brokerage
commissions, fees or service charges will be paid by Shareholders participating
in the Plan for purchases made under the Plan.
Shareholders participating in the Plan also may purchase shares with optional
cash payments made by the shareholder to the Plan. Such optional cash payments
(which may not be less than $100 or more than $2,000 per calendar quarter) will
be used to purchase shares for the Participant's account in the Plan.
Dividends will be reinvested on a quarterly basis as paid. The Plan may purchase
shares of Common Stock in the open market for the accounts of Participants under
the Plan, or Shares of Common Stock may be purchased from the Company, as
described herein.
You may enroll for the first time in the Plan by completing the enclosed
Authorization Form and returning it to Anchor Financial Corporation, Dividend
Reinvestment and Stock Purchase Plan Administrator.
SHAREHOLDERS CURRENTLY ENROLLED IN THE DIVIDEND REINVESTMENT PLAN DO NOT NEED TO
ENROLL AGAIN.
THE AUTHORIZATION FORM MUST BE RECEIVED BY THE PLAN ADMINISTRATOR BY OCTOBER 20,
1997 IN ORDER FOR A SHAREHOLDER TO PARTICIPATE IN THE PLAN WITH THE OCTOBER 31,
1997 DIVIDEND.
SHAREHOLDERS PARTICIPATING IN THE PLAN AT THE TIME OF THE OCTOBER 31, 1997
DIVIDEND MAY MAKE OPTIONAL CASH PAYMENTS TO THE PLAN WHEN THEY RECEIVE THEIR
STATEMENT REGARDING REINVESTMENT OF THAT DIVIDEND. THE FORM TO COMPLETE AND
INSTRUCTIONS REGARDING AN OPTIONAL CASH PAYMENT WILL ACCOMPANY THAT STATEMENT.
<PAGE>
If you do not wish to participate in the Plan, you do not need to take any
action. You will continue to receive your dividends if and when declared.
Additional information about the Plan is provided in question and answer form in
this Prospectus. Should additional questions arise, please contact us.
Sincerely,
/s/ Stephen L. Chryst
Stephen L. Chryst
President and Chief Executive Officer
---------------------------------
This Prospectus relates to 150,000 shares of Common Stock, $6 par value per
share, of the Company registered for sale under the Plan. Please retain this
Prospectus for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY NOR HAS THE COMMISSION OR
ANY STATE SECURITIES AUTHORITY 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 23, 1997.
<PAGE>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION..................................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 2
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN, AS AMENDED................. 3
PURPOSE ........................................................ 3
ADVANTAGES....................................................... 3
PARTICIPATION.................................................... 4
OPTIONAL CASH PAYMENTS........................................... 5
ADMINISTRATION................................................... 6
COSTS ........................................................ 6
PURCHASES........................................................ 6
REPORTS TO PARTICIPANTS.......................................... 8
DIVIDENDS........................................................ 9
DISCONTINUATION OF DIVIDEND REINVESTMENT......................... 9
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS............................ 9
OTHER INFORMATION................................................ 11
USE OF PROCEEDS........................................................... 13
EXPERTS ................................................................. 13
INDEMNIFICATION OF OFFICERS AND DIRECTORS................................. 14
APPENDIX I - Amended Dividend Reinvestment and Stock Purchase Plan
APPENDIX II - Authorization Form
<PAGE>
AVAILABLE INFORMATION
Anchor Financial Corporation's principal executive offices are located at 2002
Oak Street, Myrtle Beach, South Carolina 29577 and its telephone number is (803)
448-1411.
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"). These reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, NW, Judiciary Plaza, Washington, DC 20549, and at certain regional
offices of the Commission located at 7 World Trade Center, Suite 1300, New York,
NY 10048; and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, IL
60661. Copies of such material may also be obtained at prescribed rates by
writing to the Securities and Exchange Commission, Public Reference Section,
Washington, DC 20549.
The Company has filed with the Commission a Registration Statement under the
Securities Act of 1933, as amended(the "Securities Act"), relating to the shares
of Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits thereto,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission. The Registration Statement may be inspected and
copied, at prescribed rates, at the public reference facilities maintained by
the Commission at the principal or regional offices of the Commission at the
addresses listed above.
-1-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company filed with the Commission are hereby
incorporated by reference, as of their respective dates, into this Prospectus
and made a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1996;
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997
and June 30, 1997; and Current Reports on Form 8-K dated August 14,
1997; and
2. The description of the Common Stock contained in the Company's
Registration Statement under Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
Offering shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference 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. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not contained
herein or delivered herewith. The Company will provide without charge to each
person, including any beneficial owner, to whom this Prospectus has been
delivered, upon the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated into
this Prospectus and deemed to be part hereof (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference).
These documents are available upon request from Tommy E. Looper, Anchor
Financial Corporation, 2002 Oak Street, Myrtle Beach, South Carolina 29577,
telephone (803) 448-1411.
-2-
<PAGE>
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN, AS AMENDED
The provisions of the Anchor Financial Corporation Dividend Reinvestment and
Stock Purchase Plan, as amended, (the "Plan") are discussed in question and
answer form below. Holders of a minimum of one hundred (100) shares of the
Common Stock of Anchor Financial Corporation (the "Company") Common Stock (the
"Common Stock") who do not wish to participate in the Plan will continue to
receive cash dividends, if and when declared, as in the past, as will
Shareholders of the Company who own less than one hundred (100) shares.
Shareholders owning at least one hundred (100) shares of the Company's Common
Stock who do wish to participate in the Plan, as amended, will need to provide
the Company an Authorization Form as discussed below. Shareholders currently
enrolled in the Dividend Reinvestment Plan do not need to re-enroll in the Plan.
The following description does not purport to be complete and is qualified in
its entirety by reference to the terms and conditions of the Plan, a copy of
which is attached as Appendix I to this Prospectus and is incorporated herein by
reference. All recipients of this Prospectus are urged to read the Plan in its
entirety.
PURPOSE
1. What is the purpose of the Plan? The purpose of the Plan is to provide
owners of at least 100 shares of the Company's Common Stock with a
convenient way to invest cash dividends and optional cash payments in
shares of Common Stock at a price equal to the market value without any
deduction for brokerage commissions, service charges or other expenses.
The Plan provides that shares of Common Stock may be purchased in the
open market or from the Company for the accounts of Participants. If
such shares are not purchased in the open market for the Plan, the Plan
provides that the Company may decide to sell treasury shares and/or
original issue shares of the Common Stock to Participants, whereby the
Company would receive additional funds for general corporate purposes.
ADVANTAGES
2. What are the advantages of the Plan? The participants in the Plan may:
. Reinvest dividends on all [ownership of a minimum of one
hundred (100) shares is required to be a Participant] shares
of the Company's Common Stock registered in their names
automatically without specifically having to take action at
each dividend payment date.
. Invest optional cash payments in the Company's Common
Stock.
-3-
<PAGE>
. Invest the full amount of dividends since the Plan permits
fractional interests in the shares of Common Stock held in
the Plan. . The individual shareholders will not incur any
brokerage fees and commissions for purchases under the Plan.
. Avoid cumbersome safekeeping requirements through the free
custodial service for shares purchased through the Plan.
. Avoid recordkeeping costs and inconvenience through the free
reporting provisions of the Plan.
PARTICIPATION
3. Who is eligible to participate? All record holders of a minimum of one
hundred (100) shares of the Company's Common Stock are eligible to
participate in the Plan.
4. Who will be eligible to make optional cash payments? All record holders
of a minimum of one hundred (100) shares of the Company's Common Stock
who are enrolled as Participants in the Plan may voluntarily make
optional cash payments to the Plan.
5. How does an eligible shareholder become a Participant? An eligible
shareholder may join in the Plan by signing the Authorization Form and
returning it to the Plan Administrator. A return envelope is provided
for this purpose. An Authorization Form is enclosed with this
Prospectus and additional forms may be obtained at any time by written
request to Anchor Bank, 2002 Oak Street, Myrtle Beach, South Carolina
29577.
6. When may a shareholder join the Plan? An eligible shareholder may join
the Plan at any time.
If an Authorization Form specifying reinvestment of dividends is
received by the Plan Administrator five (5) days before the record date
is established for payment of a particular dividend, reinvestment will
commence with that dividend payment. If the Authorization Form is
received after that date, the reinvestment of dividends through the
Plan will begin with the next succeeding dividend.
Dividend payment dates for the Company's Common Stock currently are
January 31, April 30, July 31, and October 31. The Dividend Record Date
for determining shareholders who are entitled to receive dividends
normally precedes the Dividend Payment Date by one or two weeks.
-4-
<PAGE>
7. What does the Authorization Form provide? The Authorization Form allows
the shareholder to indicate if he or she desires to participate in the
Plan by checking the appropriate box.
Dividends on all Shares of Common Stock purchased for each
Participant's Account under the Plan will be automatically reinvested
in additional shares of Common Stock.
8. May a Participant invest dividends received with respect to less than
all of the shares of Common Stock held in his or her name? No, a
Participant must invest all dividends received with respect to all the
shares of Common Stock held in his or her name.
9. What if a Participant ceases to be an eligible shareholder or
Participant in the Plan due to share ownership falling below the
minimum requirement of one hundred (100) shares enrolled in the Plan?
The Plan Administrator will notify the Participant shareholder if he
has less than one hundred (100) shares held of record in his name and
enrolled in the Plan. The Participant shareholder will receive any
full shares held in his account in the Plan plus cash in lieu of any
fractional shares in his account in the Plan, unless the Participant
shareholder increases the shares held of record in his name and
enrolled in the Plan no less than thirty (30) days prior to the next
Dividend Record Date. See Number 25 below regarding the calculation of
the cash payment for any fractional share interest.
OPTIONAL CASH PAYMENTS
10. What are the limitations on optional cash payments? Optional cash
payments may be made at any time within fourteen (14) calendar days
after the date of the statement that Participant shareholders receive
from the Company reporting on dividends paid and reinvested (the
"Reinvestment Statement"), which statements are mailed approximately
ten (10) days after each Dividend Payment Date. An optional cash
payment must be received by the Plan Administrator no later than the
fourteenth (14th) calendar day after the date of the Reinvestment
Statement (the "Optional Cash Deadline") in order to be invested with
the optional cash payments for that quarter. If an optional cash
payment is received after the Optional Cash Deadline, the optional
cash payment will not be invested in Common Stock of the Company until
optional cash payments are invested after the next quarterly dividend.
NO INTEREST WILL BE PAID ON CASH PAYMENTS HELD. Optional cash payments
may not be less than $100 and may not aggregate more than $2,000 per
quarter.
-5-
<PAGE>
11. How does the voluntary cash payment option work? An optional cash
payment may voluntarily be made by enclosing a check or money order
with the Optional Cash Payment Coupon Form to be sent to Participants
with their Reinvestment Statements and forwarding the funds and the
form to be received by the Plan Administrator by the Optional Cash
Deadline. See Number 10 above. Checks and money orders should be made
payable to the Plan Administrator and should include the Participants'
account number. Additional payment forms may be obtained from the Plan
Administrator. The Plan Administrator will apply any optional cash
payment received from a Participant to the purchase of Common Stock
for the account of the Participant.
ADMINISTRATION
12. Who administers the Plan for Participants? The Stock Transfer
Department of The Anchor Bank (the "Plan Administrator") administers
the Plan for Participants, arranges for the custody of share
certificates, keeps records, sends statements of account to
Participants and performs other duties relating to the Plan. Shares of
Common Stock purchased under the Plan will be held by the Plan
Administrator and registered in the name of a nominee as agent for the
Participants in the Plan.
COSTS
13. Are there any expenses to the Participants in connection with purchases
under the Plan? No. All brokerage commissions or service charges will
be paid by the Company for open market purchases of shares. No
brokerage commissions or fees will be charged for purchases of shares
made through the Plan directly from the Company. In addition, all costs
of administration of the Plan will be paid by the Company.
PURCHASES
14. What will be the price of shares of Common Stock purchased under the
Plan? If shares are purchased through the Plan in the market, the
purchases will be made at prevailing market prices and the price to
each Participant's Account will be based upon the average price of all
shares of Common Stock so purchased. (See number 18 below).
If treasury shares and/or original issue shares are purchased through
the Plan from the Company, the price per share at which the shares of
the Company's Common Stock will be purchased based on a price which is
the mean between the lowest ask and highest bid prices for the
Company's Common Stock as reported on NASDAQ on the last business day
prior to the date shares are purchased with reinvested dividends or
-6-
<PAGE>
optional cash payments (the "Formula Price"). (See Number 17 below).
Only the shares that may be sold by the Company to Participants under
the Plan are the subject of this Prospectus.
15. How many shares of Common Stock will be purchased for Participants?
If you become a Participant in the Plan, the number of shares to be
purchased depends on the amount of your dividends and optional cash
payments, and the prevailing market price or the Formula Price, as
applicable, of the Common Stock. Your account will be credited with
that number of shares, including fractions computed to four (4)
decimal places, equal to the total amount invested by you, divided by
the average purchase price per share paid for all shares purchased for
the Plan resulting from a specific dividend on the Company's Common
Stock and optional cash payments, if any.
16. How many shares of Common Stock purchased under the Plan will be
original issue shares? The dividends to be reinvested and optional
cash payments will first purchase shares of Common Stock available in
the open market. In the event an insufficient amount or no shares of
the Common Stock are available in the open market, the Company then
plans to sell as many original issue shares of its Common Stock as the
dividends to be reinvested and optional cash payments will purchase.
17. If the Company elects to sell original issue shares to Participants,
when will shares of Common Stock be purchased under the Plan?
Reinvested cash dividends on shares of Common Stock will be applied to
the purchase of additional shares of Common Stock in the open market
as soon as practicable after the Dividend Payment Dates. (See Number
18 below). If all reinvested dividends are not used in the open market
purchase of shares, the Company will then sell shares to the Plan for
the accounts of Participants as soon as practicable, usually within a
day or two. Participants will become owners of the shares purchased
for them under the Plan at the Purchase Date on which such shares are
purchased; however, for federal income tax purposes the holding period
will commence on the following day.
The Plan Administrator will apply any optional cash payment received
from a Participant for the account of the Participant when it is
received. (See Number 10 above). INTEREST WILL NOT BE PAID BY THE
COMPANY OR THE PLAN ADMINISTRATOR ON CASH PAYMENTS HELD PENDING
INVESTMENT. If all optional cash payments are not used in open market
purchases, the Company will then sell shares to the Plan for the
accounts of
-7-
<PAGE>
Participants as soon as practicable, but in no event more than thirty
(30) days after the date of the Participants' Reinvestment Statements.
(See Number 10 above).
18. If the Company elects to make market purchases for the Plan, when will
shares of Common Stock be purchased? Shares will usually be purchased
with reinvested dividends in the market within ten (10) business days
of the Dividend Payment Date, subject to availability of shares in the
market and to applicable regulatory restrictions on such purchases.
Shares will usually be purchased with optional cash payments in the
market within ten (10) business days of the Optional Cash Deadline,
subject to availability of shares in the market and to applicable
regulatory restrictions on such purchases. Participants will become
owners of shares purchased for their account under the Plan upon
settlement of such purchases.
The Company will make every reasonable effort to reinvest all
dividends promptly after receipt. NO INTEREST WILL BE PAID ON
DIVIDENDS PENDING REINVESTMENT.
19. Will certificates be issued for shares of Common Stock under the Plan?
Unless requested by a Participant, certificates for shares of Common
Stock purchased under the Plan will not be issued. All shares
purchased will be held by a nominee of and for the benefit of Plan
Participants. The number of shares purchased for each Participant's
Account under the Plan will be shown on a statement of account. This
feature protects against loss, theft or destruction of stock
certificates.
Certificates for any number of full shares credited to each
Participant's Account under the Plan will be issued without charge upon
each Participant's written request. (See number 24 below for
instructions on certificate issuance). If a Participant remains in the
Plan, any remaining full shares and fractional interests will continue
to be credited to each Participant's Account.
The shares credited to the account of a Participant under the Plan may
not be pledged as collateral security for a loan or other obligation of
a Participant. A Participant who wishes to pledge such shares must
request that certificates for such shares be issued in the
Participant's name. Certificates representing fractional interest will
not be issued under any circumstances.
REPORTS TO PARTICIPANTS
20. What kind of reports will be sent to Participants in the Plan? As soon
as practical after each purchase each Participant will receive a
statement of account showing the total number of
-8-
<PAGE>
shares held in his account, the amount of dividends received on the
shares held in his account, the amount invested on his behalf, the
number of shares purchased, the price per share and the date of
acquisition of the shares. In addition, each Participant will continue
to receive copies of the Company's annual and other periodic reports to
shareholders, proxy statements and information for income tax reporting
purposes.
DIVIDENDS
21. Will Participants be credited with dividends on shares held in their
accounts under the Plan? Yes. The Plan Administrator will receive
dividends for all shares held in the Plan on the Dividend Record Date
and will credit such dividends to Participants' Accounts on the basis
of full shares and fractional interests credited to those accounts.
Such dividends will be automatically reinvested in additional shares
of Common Stock, credited on the payable date of the dividend.
DISCONTINUATION OF DIVIDEND REINVESTMENT
22. How does a Participant discontinue the reinvestment of dividends under
the Plan? A Participant may discontinue the reinvestment of dividends
under the Plan on all or part of the shares with respect to which he
originally elected to participate in the Plan by notifying the Plan
Administrator in writing to that effect. To be effective for any given
Dividend Payment Date, notice of withdrawal must be received fifteen
(15) days before the Dividend Record Date. Any notice of withdrawal
received less than fifteen (15) days prior to a Dividend Record Date
will not be effective until dividends paid for such record date have
been reinvested and the shares credited to the Participant's Plan
account.
23. What happens to a Participant's Shares in the Plan in the event of
death or legal incompetency? Upon receipt by the Plan Administrator of
notice of death or adjudication of incompetency of a Participant, no
further purchases of shares of Common Stock will be made for the
account of such Participant. The shares and any cash held by the Plan
for the Participant will be delivered to the appropriate designated
person upon receipt of evidence satisfactory to the Plan Administrator
of the appointment of a legal representative and instructions from
such representative regarding delivery.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
24. How may a Participant withdraw shares purchased under the Plan? A
shareholder who has purchased shares of the Company's Common Stock
under the Plan may withdraw all or a portion of
-9-
<PAGE>
such shares from his Plan Account by notifying the Plan Administrator
in writing to that effect and specifying in the notice the number of
shares to be withdrawn. This notice should be mailed to:
ANCHOR FINANCIAL CORPORATION STOCK TRANSFER
Stock Transfer Department
The Anchor Bank
2002 Oak Street
Myrtle Beach, SC 29577
Certificates for whole shares of Common Stock so withdrawn will be
registered in the name of and issued to the Participant. In no case
will certificates representing fractional interests be issued. Any
notice of withdrawal received less than fifteen (15) days prior to a
Dividend Record Date will not be effective until dividends paid for
such record date have been reinvested and the shares credited to the
Participant's Plan Account.
25. What happens to any fractional interest when a Participant withdraws
all shares from the Plan? In all terminations or withdrawals,
fractional interests held in a Participant's account and not otherwise
aggregated and sold will be paid for in cash to the Participant in an
amount based on a price per share of Common Stock which is the mean
between the lowest ask and highest bid prices of the Company's Common
Stock as reported on the NASDAQ on the last business day prior to the
effective date of the withdrawal or termination, multiplied by the
fractional interest.
26. How may a Participant transfer shares held in his account under the
Plan? A Participant who wishes to transfer his shares held in his
account under the Plan must first withdraw those shares from the Plan,
following the procedure set out in number 24 above. Upon receipt of
certificates for such shares, the Participant may transfer such shares
exactly as he or she would any other securities.
Shares credited to the account of a Participant may not be assigned or
pledged. If a Participant desires to assign or pledge the full shares
credited to the Participant's Account, a request for those shares to be
issued in the Participant's name must be delivered to the Plan
Administrator as discussed above.
27. What happens when a Participant who is reinvesting the cash dividends
on all the shares registered in the Participant's name sells or
transfers a portion of such shares? If a Participant who has reinvested
the cash dividends on all the shares of Common Stock in his or her name
disposes of a
-10-
<PAGE>
portion of those shares with respect to which he or she is
participating in the Plan, the Company will continue to reinvest the
dividends on the remainder of such shares, unless the number of shares
falls below the minimum requirement of one hundred (100) shares. See
paragraph 9 above regarding discontinuation of participation if such an
event occurs. If a Participant disposes of all shares of the Company's
Common Stock registered in his or her name, the Plan Administrator
will, unless the Participant also withdraws all shares in his or her
account under the Plan, continue to reinvest the dividends on the
shares held in his or her Plan Account.
OTHER INFORMATION
28. What happens if the Company has a Common Stock rights offering,
issues a stock dividend or declares a stock split? Participation in
any rights offering will be based upon both the shares registered in
Participants' name and the shares (including fractional interests)
credited to Participant Plan Accounts. Any stock dividend or shares
resulting from stock splits with respect to full shares and fractional
interests credited to Participants' Accounts will be credited to such
account.
29. How will a Participant's Plan shares be voted at a meeting of
shareholders? All shares of Common Stock credited to a Participant's
Account under the Plan will be voted as the Participant directs. If on
the record date for a meeting of shareholders there are shares
credited to the Participant's Account under the Plan, the Participant
will be sent the proxy material for such meeting. When the Participant
returns in a timely fashion an executed proxy it will be voted in
respect to all shares credited to the Participant. All such shares may
be voted in person at the Shareholders' Meeting.
30. What are the Federal Income Tax consequences of participation in the
Plan? To the extent distributions by the Company to its shareholders
are treated as being made from the Company's earnings and profits, the
distributions will be dividends taxable as ordinary income for federal
income tax purposes. The Company has sufficient earnings and profits
that Participants can expect that the full amount of any distribu-
tion under the Plan will be currently taxable to the Participants as
dividends.
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<PAGE>
The full amount of dividends reinvested will, in the case of corporate
shareholders, be eligible for the dividends received deduction
available under the Internal Revenue Code, which will allow corporate
shareholders to exclude seventy percent (70%) of their dividends for
federal income tax purposes. The dividends received deduction is
increased to eighty percent (80%) if a corporate shareholder owns
twenty percent (20%) or more of the Company's Common Stock.
In the case of foreign or other shareholders, whose taxable income
under the Plan is subject to federal income tax withholding, the
Company will make the reinvestment net of the amount of tax required to
be withheld. Regular statements of accounts confirming purchases made
for such Participants will indicate the amount of tax withheld.
The basis, for federal income tax purposes, of any shares acquired
through the Plan will be the average price at which all shares with
respect to a specific Dividend Payment Date were acquired. The holding
period for shares acquired through the Plan will begin on the day after
the last shares with respect to a specific Dividend Payment Date are
acquired by the Plan.
NO RULING OF ANY SORT HAS BEEN OBTAINED FROM THE INTERNAL REVENUE
SERVICE WITH RESPECT TO THE PLAN. PARTICIPANTS SHOULD CONSULT THEIR OWN
TAX ADVISORS FOR FURTHER INFORMATION WITH REGARD TO THE TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN.
31. What is the responsibility of the Plan Administrator? The Trust
Department of Anchor Bank is the Plan Administrator. All communications
regarding the Plan should be addressed to Anchor Bank, Stock Transfer
Department, 2002 Oak Street, Myrtle Beach, South Carolina 29577. The
telephone number of the Plan Administrator is (803) 448-1411.
The Plan Administrator receives the Participant's dividend payments and
optional cash payments, invests such amounts in additional shares of
the Company's Common Stock, maintains continuing records of each
Participant's Account, and advises Participants as to all transactions
in and the status of their accounts. The Plan Administrator acts in the
capacity of agent for the Participants.
All notices from the Plan Administrator to a Participant will be
addressed to the Participant at his last address of record with the
Plan Administrator. The mailing of a notice to the Participant's last
address of record will satisfy the Plan Administrator's duty of giving
notice to such Participant. Therefore, Participants must promptly
notify the Plan Administrator in writing of any change of address.
-12-
<PAGE>
Neither the Plan Administrator, Participants' nominee or nominees nor
the Company shall have any liability for actions taken or omitted in
good faith pursuant to the Plan, including, without limitation, any
claim for liability arising out of failure to terminate a Participant's
Account upon such Participant's death or adjudicated incompetency prior
to receipt of notice in writing of such death or adjudicated
incompetency, nor shall they have any duties, responsibilities or
liabilities except as are expressly set forth in the Plan.
The Participant should recognize that neither the Company nor the Plan
Administrator can provide any assurance that shares of Common Stock
purchased under the Plan, will, at any particular time, be worth more
or less than their purchase price.
All transactions in connection with the Plan shall be governed by the
laws of the State of South Carolina.
32. When will the Plan become effective and may it be changed or
discontinued? The original Plan became effective for the dividend paid
on January 31, 1992, and the amended Plan became effective for the
dividend paid on January 31, 1994. The Plan as amended to provide for
optional cash payments as described herein will be effective for the
dividend to be paid on October 31, 1997, and for subsequent dividends
until such time as the Plan is suspended or terminated by the Company.
While the Company currently expects to continue a Dividend Reinvestment
and Stock Purchase Plan indefinitely, the Company reserves the right to
suspend or terminate the Plan at any time. It also reserves the right
to modify and interpret the Plan. Participants will be notified of any
such suspension, termination or any modification which materially
affects their rights under the Plan.
USE OF PROCEEDS
The net proceeds from the sale of any Common Stock by the Company to the Plan
will be used for the Company's general corporate purposes, including investment
in, extensions of credit or advances to, the Company's banking subsidiaries.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1996, have been so incorporated in reliance on the report of Price Waterhouse,
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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<PAGE>
The validity of the Common Stock offered hereby has been passed upon for the
Company by Gerrish & McCreary, P.C., Attorneys, 700 Colonial, Suite 200,
Memphis, Tennessee 38117.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The South Carolina Business Corporation Act (the "ACT") empowers a corporation
to indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if: (i) he conducted
himself in good faith; and (ii) he reasonably believed: (a) in the case of
conduct in his official capacity with the corporation, that his conduct was in
its best interest; (b) in all other cases, that his conduct was at least not
opposed to its best interest; and (c) in the case of any criminal proceeding, he
had no reasonable cause to believe his conduct was unlawful. A director's
conduct with respect to an employee benefit plan for a purpose he reasonably
believed to be in the interests of the participants in and beneficiaries of the
plan is conduct that satisfies the requirement in (ii)(b) of this paragraph that
he reasonably believed his conduct was at least not opposed to the corporation's
best interest.
The termination of a proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that the director did not meet the required standard of conduct.
A corporation may not indemnify a director in connection with: (i) a proceeding
by or in the right of the corporation in which the director was adjudged liable
to the corporation ; or (ii) any other proceeding charging improper personal
benefit to him, whether or not involving action in his official capacity, in
which he was adjudged liable on the basis that personal benefit was improperly
received by him.
Indemnification is limited to reasonable expenses incurred in connection with
the proceeding.
The Act further provides that unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a party because
he is or was a director of the corporation against reasonable expenses incurred
by him in connection with the proceeding (hereinafter referred to as "Mandatory
Indemnification").
The Act also provides that a corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if: (i) the director furnishes the
corporation a written affirmation of his good faith belief that he has met the
required standard of
-14-
<PAGE>
conduct; (ii) the director furnishes the corporation a written undertaking,
executed personally or on his behalf, to repay the advance if it is ultimately
determined that he did not meet the standard of conduct; and (iii) a
determination is made that the facts then known to those making the
determination would not preclude indemnification. The written undertaking
required in (ii) of this paragraph must be an unlimited general obligation of
the director but need not be secured and may be accepted without reference to
financial ability to make repayment.
Unless the articles of incorporation of a corporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. The court after giving any notice the court considers
necessary may order indemnification if it determines (i) the director is
entitled to Mandatory Indemnification, in which case the court also shall order
the corporation to pay the director's reasonable expenses incurred to obtain
court-ordered indemnification; or (ii) the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not he met the required standard of conduct or was adjudged liable for
improperly receiving a personal benefit or liable to the corporation, but in
such instances his indemnification is limited to reasonable expenses incurred.
A corporation may not indemnify a director unless authorized in the specific
case after the proper determination has been made by the board of directors, by
special legal counsel or by the shareholders owning a requisite number of
shares.
Unless a corporation's articles of incorporation provide otherwise, a
corporation may also indemnify and advance expenses to an officer, employee or
agent of the corporation who is not a director to the same extent as a director.
The Charter of Anchor Financial Corporation contains the following
indemnification provisions:
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, provided, however, that the liability of
a director shall not be limited (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders; (ii) for acts
of omissions not in good faith or which involve gross negligence,
intentional misconduct, or a knowing violation of law; (iii) for any
unlawful distributions under 33-8-330 of the South Carolina Business
Corporation Act; or (iv) for any transaction from which the director
derived an improper personal benefit. This provision shall in no way
eliminate or limit the
-15-
<PAGE>
liability of a director for any act or omission occurring prior to the
date when this provision becomes effective.
The Bylaws of Anchor Financial Corporation contain the following indemnification
provisions:
Indemnification. Any person, his heirs, executors, or administrators,
may be indemnified or reimbursed by the Corporation for reasonable
expenses actually incurred in connection with any action, suit or
proceeding, civil or criminal, in which he or they shall be made a
party by reason of his being or having been a director, officer, or
employee of the Corporation or of any firm, corporation, or
organization which he served in any such capacity at the request of the
Corporation; provided, however, that no person shall be so indemnified
or reimbursed in relation to any matter in such action, suit, or
proceeding as to which he shall finally be adjudged to have been guilty
or liable for gross negligence, willful misconduct or criminal acts in
the performance of his duties to the Corporation; and, provided,
further, that no such person shall be so indemnified or reimbursed in
relation to any matter in such action, suit, or proceeding which has
been made the subject of a compromise settlement except with the
approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of the Corporation, or the
board of directors, acting by vote of directors not parties to the same
or substantially the same action, suit, or proceeding, constituting a
majority of the whole number of directors. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights
to which such persons, his heirs, executors, or administrators, may be
entitled as a matter of law.
The Corporation may, upon the affirmative vote of a majority of its
board of directors, purchase insurance for the purpose of indemnifying
its directors, officers, and other employees to the extent that such
indemnifications are allowed in the preceding paragraph. Such insurance
may, but need not, be for the benefit of all directors, officers, or
employees.
The directors and officers of the Company are covered by an insurance policy in
the amount of $3,000,000, by Reliance Insurance Company.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. NEITHER THE DELIVERY OF
-16-
<PAGE>
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENT, CERTAIN PORTIONS OF WHICH HAVE BEEN OMITTED PURSUANT TO
THE RULES AND REGULATIONS OF THE COMMISSION, AND TO WHICH PORTIONS REFERENCE IS
HEREBY MADE FOR FURTHER INFORMATION WITH RESPECT TO THE COMPANY AND THE
SECURITIES OFFERED HEREBY. THE REGISTRATION STATEMENT MAY BE INSPECTED WITHOUT
CHARGE AT THE OFFICES OF THE COMMISSION, 450 FIFTH STREET, NW, WASHINGTON, DC
20549, AND COPIES OF ALL OR ANY PART OF IT MAY BE OBTAINED PROM THE COMMISSION
UPON PAYMENT OF THE PRESCRIBED FEES.
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<PAGE>
APPENDIX I
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN, AS AMENDED
The purpose of this Dividend Reinvestment and Stock Purchase Plan ("Plan") of
Anchor Financial Corporation, as amended, is to provide the holders of record of
a minimum of one hundred (100) shares of the Common Stock of Anchor Financial
Corporation ("Company") with a simple and convenient method of investing cash
dividends and optional cash payments in shares of the Common Stock of the
Company. The Plan is set forth upon the following terms and conditions:
1. All holders of record of a minimum of one hundred (100) shares of the
Common Stock of the Company are eligible to participate in the Plan.
Beneficial owners of Common Stock whose shares are held for them in
registered names other than their own, such as in the names of
brokers, bank nominees or trustees, should, if they wish to
participate in the Plan, either arrange for the holder of record to
join the Plan or have the shares they wish to enroll for participation
in the Plan transferred to their own names.
2. Any holder of record of a minimum of one hundred (100) shares of the
Common Stock of the Company may elect to become a participant in the
Plan with all shares held of record ("Participant") by returning to
ANCHOR BANK STOCK TRANSFER DEPARTMENT ("Plan Administrator") a
properly completed Authorization Form as attached hereto. The
completed Authorization Form appoints the Anchor Bank Trust Department
as agent in the capacity of Plan Administrator for the Participant
and:
(a) authorizes the Company to pay to the Plan Administrator for
the Participant's account all cash dividends payable on the
Common Stock which the Participant has enrolled in the Plan;
(b) authorizes the Plan Administrator as agent to retain for
credit to the Participant's account any cash dividends and
any shares of Common Stock distributed as a non-cash
dividend or otherwise on the shares of Common Stock
purchased pursuant to the Plan ("Plan Shares") and credited
to the Participant's account and to distribute to the
Participant any other non-cash dividend paid on such Plan
Shares; and
(c) authorizes the Plan Administrator as agent to apply cash
dividends and optional cash payments to the purchase of
shares of Common Stock in accordance with the terms and
conditions of the Plan.
1
<PAGE>
3. After receipt of a properly completed Authorization Form, the Plan
Administrator will open a non-interest bearing account under the Plan
as Plan Administrator and agent for the Participant and will credit to
such account:
(a) all cash dividends received by the Plan Administrator from
the Company on shares of Common Stock registered in the
Participant's name and enrolled in the Plan by the
Participant, commencing with the first such dividends paid
after receipt of the Authorization Form by the Plan
Administrator, provided that the Authorization Form is
received at least five (5) days prior to the record date of
the dividend;
(b) all optional cash payments received by the Plan Administrator
from the Participant;
(c) all full or fractional Plan Shares purchased for the
Participant's account after making appropriate deduction for
the purchase price of such shares;
(d) all cash dividends received by the Plan Administrator on any
full or fractional Plan Shares credited to Participant's
account; and
(e) any shares of Common Stock distributed by the Company as a
dividend or otherwise on Plan Shares credited to the
Participant's account.
4. Cash dividends credited to a Participant's account will be commingled
with the cash dividends credited to all accounts under the Plan and
will be applied to the purchase of shares of Common Stock of the
Company. The price at which the Plan Administrator shall be deemed to
have acquired shares for the Participant's account shall be the
average price of all shares purchased by it as agent for all
Participants with the proceeds of a single cash dividend. The Plan
Administrator may purchase shares for the Plan in the open market. Or,
if the Plan Administrator purchases newly issued shares or treasury
shares directly from the Company, the purchase price at which the Plan
Administrator shall acquire the shares shall be based on a price which
is the mean between the lowest ask and highest bid prices of the
Company's Common Stock as reported on NASDAQ on the last business day
prior to the date shares are purchased with reinvested dividends or
optional cash payments, as applicable. A Participant's account will be
credited with fractional shares computed to four decimal places. The
Plan Administrator will make every reasonable effort to reinvest all
dividends and optional cash payments promptly after receipt. All
dividends will be held pending investment in a non-interest bearing
account maintained by the Plan Administrator.
2
<PAGE>
5. The Plan Administrator will mail to each Participant as soon as
practicable a statement or confirmation regarding purchases of Common
Stock made for his account.
6. The Plan Administrator may hold the Plan Shares of all Participants
together in its name or in the name of its nominee. No certificates
will be delivered to a Participant for Plan Shares except upon written
request or upon termination of the account. A Participant may request
certificates for any full shares credited to his account at any time.
A Participant may also make a blanket request that all certificates
for full shares be delivered to him at regular intervals although the
Plan Administrator reserves the right to suspend the policy of
delivering certificates upon blanket instructions if such policy leads
to a proliferation of certificates and becomes unduly burdensome. No
certificates will be delivered for fractional shares. Accounts under
the Plan will be maintained in the name in which the Participant's
certificates are registered when the Participant enrolls in the Plan,
and certificates for full shares will be similarly registered when
issued to the Participants. In order to transfer shares of a
Participant held in the Plan, a Participant must first withdraw those
shares from the Plan in accordance with the procedures set forth in
this Plan.
7. It is understood that the automatic reinvestment of dividends does not
relieve the Participant of any income tax which may be payable on such
dividends. The Plan Administrator will comply with all applicable
Internal Revenue Service requirements concerning the filing of
information returns for dividends credited to each account under the
Plan and such information will be provided to the Participants by a
duplicate of that form or in a final statement of account for each
calendar year. With respect to foreign Participants whose dividends
are subject to United States income tax withholding, the Plan
Administrator will comply with all applicable Internal Revenue Service
requirements concerning the amount of tax to be withheld, which will
be deducted from the dividends prior to investment.
8. The Plan Administrator will forward, as soon as practicable, any proxy
solicitation materials to the Participants. The Plan Administrator will
vote any full and/or fractional Plan Shares that it holds for the
Participant's account in accordance with the Participant's directions.
If a Participant does not return a signed proxy, the Plan Administrator
will not vote such shares.
9. A Participant may terminate his account at any time by giving a written
notice of termination to the Plan Administrator. Any such notice of
withdrawal received by the Plan
3
<PAGE>
Administrator less than fifteen (15) days prior to a dividend record
date will not become effective until dividends paid on the dividend
payment date have been invested. The Company may terminate the Plan at
any time. Participants will be notified of any suspension, termination
or any modification which materially affects their rights under the
Plan.
In all terminations or withdrawals, fractional interests held in the
Participant's account and not otherwise aggregated and sold will be
paid for in cash to the Participant in an amount based on a price per
share of Common Stock which is the mean between the lowest ask and
highest bid prices of the Company's Common Stock as reported on the
NASDAQ on the last business day prior to the effective date of the
withdrawal or termination, multiplied by the fractional interest.
10. If at any time a Participant ceases to be a record holder of a minimum
of one hundred (100) shares of Common Stock, the Plan Administrator
will notify the Participant that he has less than one hundred (100)
shares held of record in his name. Unless the Participant increases
the shares held of record in his name and enrolled in the Plan to no
less than one hundred (100) shares of Common Stock no less than thirty
(30) days prior to the next Dividend Record Date, the Plan
Administrator will terminate the Participant's account and distribute
any full shares held in his account in the Plan plus cash in lieu of
any fractional share in his account in the Plan.
11. The Participant shall notify the Plan Administrator promptly in
writing of any change in address. Notices or statements from the Plan
Administrator to the Participant may be given or made by letter
addressed to the Participant at his last address of record with the
Plan Administrator, and any such notice or statement shall be deemed
given or made when received by the Participant or five days after
mailing whichever occurs first.
12. The Participant shall not sell, pledge, hypothecate, assign or
transfer any Plan Shares held for his account by the Plan
Administrator, nor shall the Participant have any right to draw checks
or drafts against his account. The Plan Administrator has no
obligation to follow any instructions of the Participant with respect
to the Plan Shares or any cash held in his account except as expressly
provided under the terms and provisions of this Plan.
13. The Company will either pay directly or reimburse the Plan
Administrator for the cost of administering the Plan, including but not
limited to the cost of printing and distributing Plan literature to
record holders of a minimum of one hundred (100) shares of the Common
Stock of the Company, forwarding proxy solicitation materials to
Participants, and
4
<PAGE>
mailing confirmations of account transactions, account statements and
other notices to Participants and reasonable clerical expenses
associated therewith.
14. Neither the Plan Administrator nor its nominee(s) shall be liable
hereunder for any act or omission to act by the Company or for any
action taken in good faith or for any good faith omission to act,
including, without limitation, any claims of liability (a) arising out
of failure to terminate the Participant's account upon the
Participant's death prior to receipt of written notice of such death
accompanied by documentation satisfactory to the Plan Administrator;
or (b) with respect to the prices at which Plan Shares are either
purchased or sold for the Participant's account or the timing of, or
terms on which, such purchases or sales are made; or (c) for the
market value or fluctuations in market value after purchase of Plan
Shares credited to the Participant's account. The Company further
agrees to indemnify and hold harmless the Plan Administrator and its
nominee(s) from all taxes, charges, expenses, assessments, claims and
liabilities, and any cost incident thereto, arising under federal or
state law from the Plan Administrator's or the Company's acts or
omissions to act in connection with this Plan; provided that neither
the Plan Administrator nor its nominee(s) shall be indemnified against
any liabilities or costs incident thereto arising out of the Plan
Administrator's or its nominee's own willful misfeasance, bad faith,
gross negligence or reckless disregard of its duty under this Plan.
15. It is understood that all purchases of Common Stock pursuant to the
Plan will be made by the Plan Administrator as the agent of the
Participant and that neither the Company nor any of its affiliates
shall have any authority or power to direct the time and price at
which securities may be purchased pursuant to the Plan, the amount of
securities to be purchased, or to direct the selection of any broker
or dealer through whom purchases are to be made.
16. The Plan Administrator or the Company may terminate the Plan at any
time by written notice to the Participant. The terms and conditions of
this Plan may be amended by the Company at any time by mailing of an
appropriate notice at least thirty days prior to the effective date
thereof to the Participant at his last address of record with the Plan
Administrator. No waiver or modification of the terms or conditions of
the Plan shall be deemed to be made by the Company unless in writing
signed by an authorized representative of the Company, and any waiver
or modification shall apply only to the specific instance involved.
17. This Plan, the Authorization Form incorporated herein and made a part
hereof, and the accounts of Participants maintained by the Plan
Administrator under this Plan shall be governed by and construed in
accordance with the laws of the State of South Carolina.
Dated: August 11, 1997
5
<PAGE>
APPENDIX II
AUTHORIZATION FORM
(FRONT)
Addressed to: Shareholders of a minimum of one hundred (100)
shares of Common Stock of Anchor Financial
Corporation
By signing the authorization on the other side of this form and returning it to
us, you may participate in the Anchor Financial Corporation Dividend
Reinvestment and Stock Purchase Plan as described in the accompanying
Prospectus. If you own at least one hundred (100) shares of the Common Stock of
the Company, you may elect by checking the appropriate box to reinvest all the
cash dividends on your shares of Common Stock in more shares of Common Stock of
the Company and, if you elect to reinvest cash dividends, you also may elect to
make optional cash payments to purchase more shares.
[ ] I wish to enroll in the Dividend Reinvestment and Stock Purchase
Plan, as amended, and to reinvest my cash dividends on all my shares of
Common Stock.
(THIS IS NOT A PROXY. PLEASE SIGN THE AUTHORIZATION FORM ON
REVERSE SIDE.)
1
<PAGE>
APPENDIX II (cont.)
AUTHORIZATION FORM
(BACK)
AUTHORIZATION ___________
(Taxpayer ID No., if any)
TO: ANCHOR FINANCIAL CORPORATION
and ANCHOR BANK, STOCK TRANSFER DEPARTMENT
AS PLAN ADMINISTRATOR, OR
ITS DULY APPOINTED SUCCESSOR:
Upon my election to reinvest all of my cash dividends, I hereby authorize and
direct Anchor Financial Corporation (the "Company") to pay to the Stock Transfer
Department of Anchor Bank (the "Plan Administrator") for my account, cash
dividends payable to me on Common Stock of the Company registered in my name.
I hereby appoint the Plan Administrator, or its duly appointed successor, as my
agent subject to the terms and conditions set forth in the Anchor Financial
Corporation Dividend Reinvestment and Stock Purchase Plan (a copy of which I
have received and read). I hereby authorize it, to the extent I have indicated
on the reverse side or may properly indicate hereafter, to take all acts
necessary to apply cash dividends payable on shares of Common Stock of the
Company registered in my name and all my optional cash payments made in
accordance with the Plan to the purchase of full and fractional shares of Common
Stock of the Company.
In the event that the certificates representing shares purchased by me are held
by the Plan Administrator or its nominee, I hereby authorize the Plan
Administrator or its nominee to merge such certificates into one or more
certificates of larger denominations.
This authorization and appointment is given with the understanding that I may
terminate it at any time by notifying the Plan Administrator in writing at least
fifteen (15) days before the record date of any dividend payment.
------------------------------
------------------------------
PLEASE SIGN EXACTLY AS YOUR NAME(S)
APPEARS ON YOUR STOCK CERTIFICATE.
THIS AUTHORIZATION IS INVALID
UNLESS SIGNED BY ALL PERSONS WHOSE
NAMES APPEAR ON YOUR STOCK
CERTIFICATE.
Date: _______________.
2
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses incurred in connection with the issuance and distribution of the
securities registered hereon are:
<TABLE>
<S> <C>
Filing Fee......................... $ 449
*Blue Sky Fees and Expenses........ 1,000
*Accounting Fees and Expenses...... 200
*Legal Fees and Expenses........... 3,500
*Printing.......................... 1,000
*Miscellaneous..................... 500
-------
Total......................... $ 6,649
=======
</TABLE>
*Estimated
Item 15. Indemnification of Directors and Officers.
The South Carolina Business Corporation Act (the "ACT") empowers a corporation
to indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if: (i) he conducted
himself in good faith; and (ii) he reasonably believed: (a) in the case of
conduct in his official capacity with the corporation, that his conduct was in
its best interest; (b) in all other cases, that his conduct was at least not
opposed to its best interest; and (c) in the case of any criminal proceeding, he
had no reasonable cause to believe his conduct was unlawful.
The termination of a proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that the director did not meet the required standard of conduct.
A corporation may not indemnify a director in connection with: (i) a proceeding
by or in the right of the corporation in which the director was adjudged liable
to the corporation ; or (ii) any other proceeding charging improper personal
benefit to him, whether or not involving action in his official capacity, in
which he was adjudged liable on the basis that personal benefit was improperly
received by him.
Indemnification is limited to reasonable expenses incurred in connection with
the proceeding.
The Act further provides that unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a party because
he is or was a director of the corporation against reasonable expenses incurred
by him in connection with the proceeding.
<PAGE>
The Act also provides that a corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if the director furnishes the corporation a
written: (i) undertaking, executed personally or on his behalf, to repay the
advance if it is ultimately determined that he did not meet the standard of
conduct; and (ii) affirmation of his good faith belief that he has met the
required standard of conduct. In addition, a corporation may pay for or
reimburse the reasonable expenses incurred if a determination is made that the
facts then known to those making the determination would not preclude
indemnification.
A corporation may not indemnify a director unless authorized in the specific
case after the proper determination has been made by the board of directors, by
special legal counsel or by the shareholders owning a requisite number of
shares.
A corporation may also indemnify and advance expenses to an officer, employee or
agent of the corporation who is not a director to the same extent as a director.
The Bylaws of Anchor Financial Corporation contain the following indemnification
provisions:
* * * * *
Indemnification. Any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the Corporation for reasonable expenses actually
incurred in connection with any action, suit or proceeding, civil or criminal,
in which he or they shall be made a party by reason of his being or having been
a director, officer, or employee of the Corporation or of any firm, corporation,
or organization which he served in any such capacity at the request of the
Corporation; provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding as to
which he shall finally be adjudged to have been guilty or liable for gross
negligence, willful misconduct or criminal acts in the performance of his duties
to the Corporation; and, provided, further, that no such person shall be so
indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of the Corporation, or the board of
directors, acting by vote of directors not parties to the same or substantially
the same action, suit, or proceeding, constituting a majority of the whole
number of directors. The foregoing right of indemnification or reimbursement
shall not be exclusive of other rights to which such persons, his heirs,
executors, or administrators, may be entitled as a matter of law.
The Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying its directors,
officers, and other employees to the extent
<PAGE>
that such indemnifications are allowed in the preceding paragraph. Such
insurance may, but need not, be for the benefit of all directors, officers, or
employees.
* * * * *
The directors and officers of the Registrant are covered by an insurance policy
in the amount of $3,000,000 by the Reliance Insurance Company.
Item 16. Exhibits
Exhibit Number Exhibit Description
4 Dividend Reinvestment and
Stock Purchase Plan, as amended
5 * Opinion re legality
24(a) Consent of Price Waterhouse LLP
24(b) * Consent of counsel
(included in Exhibit 5)
25 * Power of Attorney
* Previously filed as part of this registration statement.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10 (a)(3) of the
Securities Act of 1933;
(b) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(c) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to
<PAGE>
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
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 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.
5. To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide
such interim financial information.
<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 the
requirements for filing on Form S-3 and has duly caused this amendment to this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Myrtle Beach, State of South Carolina on
September 23, 1997.
ANCHOR FINANCIAL CORPORATION
By: /S/ Stephen L. Chryst
Stephen L. Chryst
President and Chief Executive Officer
By: /s/ Tommy E. Looper
Tommy E. Looper
Executive Vice President and
Chief Financial Officer
By: /s/ John J. Moran
John J. Moran, Senior Vice President
and Comptroller
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
4 Dividend Reinvestment and
Stock Purchase Plan, as amended
5 * Opinion re legality
24(a) Consent of Price Waterhouse LLP
24(b) * Consent of counsel
(included in Exhibit 5)
25 * Power of Attorney
* Previously filed as part of this registration statement.
<PAGE>
Exhibit 4
See Appendix I to Prospectus.
<PAGE>
Exhibit 24(a)
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of Amendment No. 1 of the Registration Statement on Form S-3
(No. 33-73186) of our report dated February 5, 1997 which appears on page 34 of
the 1996 Annual Report to Shareholders of Anchor Financial Corporation which is
incorporated by reference in Anchor Financial Corporation's Annual Report on
Form 10-K for the year ended December 31, 1996. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Columbia, South Carolina
September 22, 1997
<PAGE>
