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As Filed With the Securities And Exchange Commission on March 7, 1995;
Registration No. 33-57915
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HABERSHAM BANCORP
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(Exact name of registrant as specified in its charter)
Georgia 6025 58-1563165
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(State of other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classi- Identification No.)
incorporation) fication Code No.)
Highway 441 North
P. O. Box 1980
Cornelia, Georgia 30531
(706) 778-1000
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(Address, including ZIP Code, and telephone number, including
area code, of registrant's principal executive offices)
Kathryn L. Knudson, Esq.
Powell, Goldstein, Frazer & Murphy
Sixteenth Floor, 191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
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(Name, address, including ZIP Code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of the proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G check the following box.
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
Page 1 of 5 pages.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each class maximum maximum Amount of
of securities Amount to be offering aggregate Registration
to be registered registered price per unit offering price Fee
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<S> <C> <C> <C> <C>
Common stock 828,975(1) shares $10.25(2) $8,496,994(2) $2,930(2)(3)
</TABLE>
(1) The number of shares being registered assumes that: (i) each holder of
Security Bancorp, Inc. common stock elects to receive shares of the
Registrant's common stock in the merger described herein, and (ii) the
consummation of a five-for-one stock split (in the form of a 400% stock
dividend) with respect to the Registrant's outstanding shares of common stock
that will be effected following shareholder approval of an increase in the
number of authorized shares of the Registrant's common stock at its April 15,
1995 Annual Meeting of Shareholders and prior to the consummation of the
merger. The Registrant will deregister any shares that are not issued in the
merger, whether as a result of elections by Security shareholders to receive
cash in lieu of stock in the merger or the failure of the Registrant's
shareholders to approve the increase in the number of authorized shares
described above.
(2) In accordance with Rule 457(f)(2), the registration fee is based upon the
book value ($10.25) at December 31, 1994 of the shares of Security common stock
to be received by the Registrant in connection with the merger.
(3) Previously paid.
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This Amendment No. 1 to the Registration Statememt on Form S-4 (Registration
No. 33-57915) is being filed solely to add the delaying amendment set forth on
the cover page. All other information on the Registration Statement as filed
on March 2, 1995 (except for the exhibit list and signature page attached
hereto) remains unchanged and has therefore been omitted.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits (See exhibit index immediately preceding the exhibits for
the page number where each exhibit can be found)
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
2(a) -- Agreement and Plan of Merger, dated as of January 16, 1995, by and
between Habersham and Security (included in Appendix A to the Proxy
Statement/Prospectus and incorporated by reference herein)
2(b) -- Form of Letter Agreement Regarding Stock Options, dated as of
January 16, 1995, among Habersham, Security and the Security Option
Holders named therein (included in Appendix B to the Proxy
Statement/Prospectus and incorporated by reference herein)
3(a) -- Amended and Restated Articles of Incorporation (included as Exhibit
3.1 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1988, previously filed with the Commission and
incorporated by reference herein) (Commission File No. 0-13153)
3(b) -- Bylaws (included as Exhibit 3.2 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1989, previously filed with the
Commission and incorporated by reference herein), together with an
amendment thereto (included as Exhibit 3.2 to the Registrant's Form
10-K for the fiscal year ended December 31, 1990, previously filed
with the Commission and incorporated by reference herein)
(Commission File No. 0-13153)
4(a) -- See Exhibits 3(a) and 3(b) for provisions of the Articles of
Incorporation and Bylaws of the Registrant defining rights of
holders of Common Stock of the Registrant
5 -- Opinion of Powell, Goldstein, Frazer & Murphy, including consent*
8 -- Opinion of Powell, Goldstein, Frazer & Murphy, including consent*
11 -- Statement Regarding Computation of Per Share Earnings**
23(a) -- Consent of Powell, Goldstein, Frazer & Murphy*
23(b) -- Consent of Deloitte & Touche LLP**
23(c) -- Consent of Joseph Decosimo and Company**
23(d) -- Consent of Alex Sheshunoff & Co. Investment Banking**
24 -- Power of Attorney (see signature page to the Registration
Statement)**
27 -- Financial Data Schedule**
99 -- Form of Proxy (included in Appendix E to the Proxy
Statement/Prospectus and incorporated by reference herein)
___________________
*To be filed by amendment.
**Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Cornelia, State of Georgia, on March 7, 1995.
HABERSHAM BANCORP
By: /s/ David D. Stovall
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David D. Stovall
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities indicated on March 7, 1995.
<TABLE>
<S> <C>
SIGNATURE TITLE
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* Chairman of the Board and Director
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Thomas A. Arrendale, Jr.
* Vice Chairman of the Board and Director
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Thomas A. Arrendale, III
/s/ David D. Stovall President, Chief Executive Officer and Director
------------------------------- (Principal Executive, Financial and Accounting Officer)
David D. Stovall
* Director
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James Holcomb
* Director
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James A. Stapleton, Jr.
* Director
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Calvin R. Wilbanks
</TABLE>
_______________________________________
* By: /s/ David D. Stovall
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David D. Stovall
Attorney-in-fact
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