As filed with the Securities and Exchange Commission on December 29, 1998.
Registration No. 33-73186
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2
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
(843) 448-1411
(Name, address, including zip code and telephone number,
including 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>
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
No 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 10 common shares the opportunity to
automatically reinvest the cash dividends from your Anchor Financial Corporation
common stock [if you own a minimum of 10 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 a $25 minimum or more than a cumulative $5,000
maximum per month per participant) will be used to purchase shares for the
participant's account in the Plan.
The Plan is administered by Registrar and Transfer Company (the "Agent"), who
will purchase shares of common stock in the open market for the accounts of
participants under the Plan or, under certain circumstances, shares of common
stock may be purchased from Anchor Financial Corporation, as described herein.
You may enroll for the first time in the Plan by completing the enclosed
Authorization Form and returning it to the Agent.
The price at which the Agent will be deemed to have acquired shares of the
common stock through dividend reinvestment or with optional cash payments for
the accounts of participants under the Plan will be the average price of all
shares purchased by the Agent in the open market as agent for all participants.
Alternatively, if the Agent purchases the common stock directly from Anchor
Financial Corporation, the purchase price at which the Agent will be deemed to
have acquired the shares of the common stock will be 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 optional cash payments.
SHAREHOLDERS CURRENTLY ENROLLED IN THE DIVIDEND REINVESTMENT PLAN DO NOT NEED TO
ENROLL AGAIN.
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THE AUTHORIZATION FORM MUST BE RECEIVED BY THE AGENT BY JANUARY 15, 1999 IN
ORDER FOR A SHAREHOLDER TO PARTICIPATE IN THE PLAN WITH THE JANUARY 31, 1999
DIVIDEND.
SHAREHOLDERS PARTICIPATING IN THE PLAN AT THE TIME OF THE JANUARY 31, 1999
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.
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,
Stephen L. Chryst
President and Chief Executive Officer
-------------------
This Prospectus relates to 150,000 shares of Common Stock, no par value per
share, of Anchor Financial Corporation 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, AS AMENDED, IS DECEMBER 29, 1998.
<PAGE>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION..................................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 1
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN, AS AMENDED................. 3
PURPOSE ......................................................... 3
ADVANTAGES....................................................... 3
PARTICIPATION.................................................... 4
OPTIONAL CASH PAYMENTS........................................... 6
PURCHASES........................................................ 7
ADMINISTRATION................................................... 9
COSTS ........................................................... 9
REPORTS TO PARTICIPANTS........................................... 9
DIVIDENDS........................................................ 9
DISCONTINUATION OF DIVIDEND REINVESTMENT......................... 10
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS............................ 10
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 (843)
448-1411.
Anchor Financial Corporation 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 Northwestern Atrium Center, 500 W. Madison Street, Suite 1400,
Chicago, IL 60661. Copies of such material may also be obtained, at prescribed
rates, at the Securities and Exchange Commission, Public Reference Section, 450
Fifth Street, N.W., Room 1024, Washington, DC 20549. The Commission also
maintains a site on the World Wide Web regarding issuers that file
electronically with the Commission that contains reports, proxy and information
statements and other information, and the address of that Web site is
http://www.sec.gov.
Anchor Financial Corporation has filed with the Commission a registration
statement and amendments to that 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 amendments and 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Anchor Financial Corporation 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, 1997;
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998, and September 30, 1998; and Current Reports on Form 8-K
dated April 16, 1998, May 5, 1998, and September 10, 1998; 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.
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All documents subsequently filed by Anchor Financial Corporation 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. Anchor Financial Corporation 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 (843) 448-1411.
2
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DESCRIPTION OF THE
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 10 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 10 shares. Shareholders owning at least 10 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 10 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, certain 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 10 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 from a $25 minimum to a cumulative $5,000
maximum per month per participant in the Company's Common Stock.
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- 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 record keeping 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 10
shares of the Company's Common Stock are eligible to participate in the
Plan. Once enrolled, a participant may continue to participate in the
Plan even though his or her record ownership of shares of Common Stock
may fall below 10, subject to the right of the Agent to terminate any
participant's Plan account upon appropriate notice as provided in the
Plan and described in Number 9 below. Participants enrolled in the Plan
prior to its amendment, effective December 29, 1998, may continue to
participate in the Plan subject to all of its terms and conditions as
described in this Prospectus.
Beneficial owners whose shares are registered in names other than their
own (for example, in the name of a broker, bank, or other nominee) and
who wish to participate in the Plan must become owners of record by
having the number of shares they wish to enroll in the Plan (subject to
the 10 share minimum) transferred into their names. Alternatively, they
can make arrangements with the nominees or other holders of record to
participate in the Plan on behalf of such beneficial owners.
4. Who will be eligible to make optional cash payments? All record holders
of a minimum of 10 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 Agent. 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:
Registrar and Transfer Company
Dividend Reinvestment Plans
10 Commerce Drive
Cranford, New Jersey 07016
(800) 368-5948
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<PAGE>
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 Agent five 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.
7. What does the Authorization Form provide? The Authorization Form allows
the shareholder to indicate how the shareholder desires to participate
in the Plan by checking the appropriate box to indicate a desire to:
(a) Reinvest automatically the cash dividends on all shares of Common
Stock that the participant owns of record.
(b) Reinvest automatically the cash dividends on all shares of Common
Stock that the participant owns of record and also make optional
cash payments in amounts ranging from a $25 minimum to a
cumulative $5,000 maximum per month per participant.
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. However, if a
shareholder has shares of Common Stock registered in more than one
name, then such shareholder may elect to have the cash dividends on
shares registered in one name reinvested under the Plan but decline to
have the cash dividends on shares registered in the other name
reinvested under the Plan.
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 10 shares enrolled in the Plan? The Agent has
the right to notify the participant shareholder if he has less than a
total of 10 shares held of record in his name, including shares that
the participant has a certificate for and shares held for the
participant 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
5
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of record in his name and enrolled in the Plan no less than 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.
10. What does a participant do with stock certificates for shares enrolled
in the Plan? Participants may, but are not required to, deposit with
the Agent their certificates for shares of Common Stock enrolled for
dividend reinvestment under the Plan at no cost. These shares will then
be held in the name of one of the Agent's nominees and will be credited
to and maintained in the participant's Plan account. This feature
allows a participant to avoid the risk and cost associated with the
loss, theft or destruction of stock certificates deposited with the
Agent. To deposit certificates, a participant must send the
certificates representing shares enrolled for dividend reinvestment to
the Agent by registered mail with written instructions to deposit them
in the participant's Plan account. Participants should not endorse the
certificates or complete the assignment section.
OPTIONAL CASH PAYMENTS
11. What are the limitations on optional cash payments? Optional cash
payments may be made by personal check, official bank check, or money
order or by automatic bank draft. Any optional cash payments you wish
to make must be not less than a $25 minimum per month nor more than a
cumulative $5,000 maximum per month. If you elect to make optional cash
payments by automatic bank draft, you may also make additional optional
cash payments by personal check, official bank check, or money order,
subject to the foregoing limitations. Any number of optional cash
payments may be made, subject to the foregoing limitations, and there
is no obligation to make any optional cash payment at any time.
Optional cash payments made by personal check, official bank check, or
money order need not be in the same amount of money each time. However,
should you elect to make optional cash payments through automatic bank
draft, the draft must be in the same amount each month and will
continue until you notify the Agent in writing that you wish to change
the amount or terminate the automatic bank draft.
12. How does the voluntary cash payment option work? Optional cash payments
will be invested at least once monthly. Optional cash payments should
be received from a participant at least five business days prior to an
investment date. The payments will be applied to the purchase of shares
for the account of the participant on that investment date. See Number
16 for explanation of when the investment date will be for dividend
reinvestment and purchases with optional cash payments.
No interest will be paid on optional cash payments pending investment.
Optional cash payments received later than five business days prior to
the regular monthly investment date will be returned to you by the
Agent. The Company recommends that optional cash payments be sent so
they are received by the Agent shortly before the fifth business day
prior to an investment date. You may obtain the return of any
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optional cash payment by written request received by the Agent not less
than two business days before it is to be invested.
An initial optional cash payment may be made when you join the Plan. A
personal check, official bank check, or money order should be made
payable to Registrar and Transfer Company and returned along with the
Authorization Form. Thereafter, optional cash payments may be made
through the use of cash payment forms sent to you as part of your
account statement.
You may also authorize the Agent to draft your checking account
automatically for monthly optional cash payments by completing a draft
authorization and returning it to the Agent at least 30 days prior to
the monthly investment date. Draft authorization forms may be obtained
by request to the Company or the Agent.
PURCHASES
13. 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 16 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 will be 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 The NASDAQ National Market on the
last business day prior to the date shares are purchased with
reinvested dividends or optional cash payments. See Number 16 below.
Only the shares that may be sold by the Company to participants under
the Plan are the subject of this Prospectus.
14. 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 of the Common Stock. Your
account will be credited with that number of shares, including
fractions computed to four 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.
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15. 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.
16. When will shares of Common Stock be purchased under the Plan?
Reinvested cash dividends on shares of Common Stock and optional cash
payments generally will be applied to the purchase of additional shares
of Common Stock in the open market on the regular quarterly investment
date, which is the last day of the month in which the quarterly
dividend is paid. If the last day of the month is not a business day,
shares will generally be purchased on the next business day. If you
elect to make optional cash payments by automatic bank draft, your
account will be drafted 5 business days before the regular quarterly
investment date. See Number 12.
If all reinvested dividends and optional cash payments 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 Agent will apply any optional cash payment received from a
participant for the account of the participant when it is received. See
Number 12 above. INTEREST WILL NOT BE PAID BY THE COMPANY OR THE AGENT
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 participants as soon as
practicable and in no event later than 30 days after receipt, unless
such investments are restricted by any applicable state or federal
securities laws. See Number 12 above.
17. 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.
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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.
ADMINISTRATION
18. Who administers the Plan for participants? The Company's stock transfer
agent, Registrar and Transfer Company (the "Agent") 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 Agent and registered in the name of
a nominee as agent for the participants in the Plan.
COSTS
19. Are there any expenses to the participants in connection with purchases
under the Plan? All brokerage commissions 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.
All costs of administration of the Plan will be paid by the Company,
but the Company may charge you for certain non-routine service charges
or fees that the Company incurs for services provided to you. Any
service charges or fees charged to you for this type of service will be
deducted from cash received for your account in the Plan.
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 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 Agent 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.
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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 by notifying the Agent in writing to that effect. To be
effective for any given dividend payment date, notice of withdrawal
must be received by the Agent 15 days before the dividend record date.
Any notice of withdrawal received less than 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 Agent 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 Agent 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 such shares from his
Plan account by notifying the Agent in writing to that effect and
specifying in the notice the number of shares to be withdrawn. This
notice should be mailed to:
REGISTRAR AND TRANSFER COMPANY
Dividend Reinvestment Plans
10 Commerce Drive
Cranford, New Jersey 07016
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 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 received for such fractional interest in a sale on the open
market less brokerage commission and other costs of sale.
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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 Agent 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 the
participant's name disposes of a 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 10
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 Agent 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 a
participant's 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
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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 distribution under the Plan will be currently
taxable to the participants as dividends. All commissions and fees
which are paid by the Company incident to the purchase of shares will
be taxable to shareholders.
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 70% of their dividends for federal income tax
purposes. The dividends received deduction is increased to 80% if a
corporate shareholder owns 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 Agent? The Registrar and Transfer
Company is the Agent. All communications regarding the Plan should be
addressed to Registrar and Transfer Company, Dividend Reinvestment
Plans, 10 Commerce Drive, Cranford, New Jersey 07016. The telephone
number of the Agent is (800) 368-5948.
The Agent 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 Agent acts in the capacity of
agent for the participants.
All notices from the Agent to a participant will be addressed to the
participant at his or her last address of record with the Agent. The
mailing of a notice to the participant's last address of record will
satisfy the Agent's duty of giving notice to such participant.
Therefore, participants must promptly notify the Agent in writing of
any change of address.
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Neither the Agent, 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 Agent
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 a
wider range of optional cash payments became effective for the dividend
paid on January 31, 1999, 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,
1997, have been so incorporated in reliance on the report of Pricewaterhouse
Coopers LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
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.
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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 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
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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 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
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<PAGE>
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 $5,000,000, by St. Paul 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 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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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 ten (10) shares of the Common Stock of Anchor Financial Corporation
("Company") with a simple and convenient method of investing cash dividends and
optional cash payments from a $25 minimum to a cumulative $5,000 maximum per
month per participant 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 ten (10) 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 ten (10) shares of the Common
Stock of the Company may elect to become a participant in the Plan with
all shares held of record by sending to REGISTRAR AND TRANSFER COMPANY
("Agent") a properly completed Authorization Form as attached hereto.
The completed Authorization Form appoints the Registrar and Transfer
Company as agent in the capacity of Agent for the participant and:
(a) authorizes the Company to pay to the Agent for the
participant's account all cash dividends payable on the Common
Stock which the participant has enrolled in the Plan;
(b) authorizes the Agent 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 Agent 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.
3. After receipt of a properly completed Authorization Form, the Agent
will open a non-interest bearing account under the Plan as Agent and
agent for the participant and will credit to such account:
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(a) all cash dividends received by the Agent 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 Agent, 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 Agent 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 Agent 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 Agent 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 Agent may purchase shares for the Plan
in the open market. Or, if the Agent purchases newly issued shares or
treasury shares directly from the Company, the purchase price at which
the Agent 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 The NASDAQ National Market 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 Agent 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 Agent.
5. The Agent will mail to each participant as soon as practicable a
statement or confirmation regarding purchases of Common Stock made for
his account.
6. The Agent 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. No certificates
will be delivered for fractional shares. Accounts under the Plan will
be maintained in the name in
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<PAGE>
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 Agent 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 Agent 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 Agent will forward, as soon as practicable, any proxy solicitation
materials to the participants. The Agent 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 Agent will not vote such shares.
9. A participant may terminate his account at any time by giving a written
notice of termination to the Agent. Any such notice of withdrawal
received by the Agent 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 ten (10) shares of Common Stock, including certificated shares and
shares held in the Plan for the participant, the Agent may notify the
participant that he has less than ten (10) shares held of record in his
name. If so notified, unless the participant increases the shares held
of record in his name and enrolled in the Plan to no less than ten (10)
shares of Common Stock no less than thirty (30) days prior to the next
dividend record date, the Agent 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.
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<PAGE>
11. The participant shall notify the Agent promptly in writing of any
change in address. Notices or statements from the Agent to the
participant may be given or made by letter addressed to the participant
at his last address of record with the Agent, 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 Agent, nor shall the
participant have any right to draw checks or drafts against his
account. The Agent 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 Agent 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 ten (10) shares of the Common Stock of the Company,
forwarding proxy solicitation materials to participants, and mailing
confirmations of account transactions, account statements and other
notices to participants and reasonable clerical expenses associated
therewith. The Company has the right to assess the Plan account of any
participant for non-routine service charges or fees that the Company
incurs for services provided to a participant.
14. Neither the Agent 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 Agent; 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 Agent 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 Agent's or the Company's acts or omissions to act in
connection with this Plan; provided that neither the Agent nor its
nominee(s) shall be indemnified against any liabilities or costs
incident thereto arising out of the Agent'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 Agent 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.
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16. The Agent 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 Agent. 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 Agent under
this Plan shall be governed by and construed in accordance with the
laws of the State of South Carolina.
Dated: December 14, 1998
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APPENDIX II
AUTHORIZATION FORM
(FRONT)
Addressed to: Shareholders of a minimum of ten (10)
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 10 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.
[ ] 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 and to make optional cash payments in amounts ranging from
a $25 minimum to a cumulative $5,000 maximum per month.
(THIS IS NOT A PROXY. PLEASE SIGN THE AUTHORIZATION FORM ON REVERSE SIDE.)
<PAGE>
APPENDIX II (cont.)
AUTHORIZATION FORM
(BACK)
AUTHORIZATION ___________
(Taxpayer ID No., if any)
TO: ANCHOR FINANCIAL CORPORATION
and ANCHOR BANK, STOCK TRANSFER DEPARTMENT
AS AGENT, 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 Registrar and
Transfer Company(the "Agent") for my account, cash dividends payable to me on
Common Stock of the Company registered in my name.
I hereby appoint the Agent, 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 Agent or its nominee, I hereby authorize the Agent 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 Agent in writing at least 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: _______________.
<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:
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
=======
*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.
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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.
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,
II-2
<PAGE>
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 Registrant are covered by an insurance policy
in the amount of $5,000,000 by the St. Paul 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 accountant
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:
II-3
<PAGE>
(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 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.
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<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
December 21, 1998.
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
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
4 Dividend Reinvestment and
Stock Purchase Plan, as amended
5 * Opinion re legality
24(a) Consent of accountant
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.
Exhibit 24(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of Amendment No. 2 of the Registration Statement on Form S-3
(No.33-73186) of our report dated February 12, 1998 which appears on page 25 of
the 1997 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, 1997. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
PricewaterhouseCoopers LLP
Columbia South Carolina
December 29, 1998
