<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HABERSHAM BANCORP
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
GEORGIA 58-1563166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
HIGHWAY 441 NORTH, P.O. BOX 1980, CORNELIA, GEORGIA 30531
(Address of principal executive offices and zip code)
HABERSHAM BANCORP DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
(Full Title of the Plan)
KATHRYN L. KNUDSON, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
(Name and address of agent for service)
(404) 572-6952
(Telephone number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement becomes effective.
If the only securities being registered on this form are to be 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. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
---------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
---------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value..... 500,000 shares(1) $15.60(2) $7,800,000(3) $2,364
========================================================================================================
</TABLE>
(1) Representing shares to be issued and sold by the Registrant under the
Habersham Bancorp Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan"). This Registration Statement also covers such indeterminable number
of additional shares as may become issuable to prevent dilution in the
event of a stock split, stock dividend, reclassification or other similar
transaction pursuant to the terms of the Plan.
(2) The average of the high and low prices of the Registrant's Common Stock as
reported by the Nasdaq Stock Market for December 3, 1996.
(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the
Securities Act of 1933, as amended.
================================================================================
<PAGE> 2
PROSPECTUS
(LOGO) HABERSHAM BANCORP
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
---------------------
Habersham Bancorp ("Habersham") is offering through its Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan") to all holders of
record of its Common Stock the opportunity to reinvest automatically their cash
dividends in shares of Common Stock and to make optional cash purchases of
Common Stock from $10 to $3,000 per quarter. The terms and provisions of the
Plan in question and answer format are set forth in this Prospectus.
The prices to be paid for shares of Common Stock purchased through dividend
reinvestments and with optional cash payments will be 100% of the market price
average, determined as provided in the Plan. (See "Dividend Reinvestment and
Common Stock Purchase Plan -- Purchases," "-- Price" and "-- Optional Cash
Payments.")
This Prospectus relates to 500,000 shares of Common Stock of the par value
of $1.00 per share of Habersham registered for purchase under the Plan. Shares
issued under the Plan will be either newly issued shares, treasury shares or
shares purchased for Plan participants in the open market.
Each share of Habersham Common Stock is entitled to one (1) vote per share
on all matters.
The Plan does not represent a change in the dividend policy of Habersham
which will continue to depend on earnings, financial requirements and other
factors. Shareholders who do not wish to participate in the Plan will continue
to receive cash dividends when declared, by check in the usual manner.
The principal office and mailing address of Habersham are Highway 441
North, Post Office Box 1980, Cornelia, Georgia 30531 (telephone 706-778-1000).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is December 17, 1996.
<PAGE> 3
AVAILABLE INFORMATION
Habersham is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other filings made by Habersham, including proxy
and information statements, can be inspected and copied at the public reference
facilities of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at certain regional offices: Seven World Trade
Center, 13th Floor, New York, New York 10048; Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; 1401 Brickell Avenue, Suite
200, Miami, Florida 33131; 1801 California Street, Suite 4800, Denver, Colorado
80202-2648; 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California
90036-3648. Copies of such material can be obtained from the Public Reference
Section of the Commission at prescribed rates.
The Commission also maintains a Web Site (http:/www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants, such as Habersham, that file electronically with the Commission.
Habersham has filed with the Commission a Registration Statement under the
Securities Act of 1933, as amended, with respect to the Habersham Common Stock
being offered hereby. This Prospectus omits certain information contained in the
Registration Statement and exhibits thereto. Such Registration Statement,
including the exhibits thereto, can be inspected at the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of
such Registration Statement can be obtained at prescribed rates from the
Commission at that address.
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. The documents are available upon request from the
person specified below.
The following documents filed by Habersham with the Commission are hereby
incorporated by reference into this Prospectus:
(1) Habersham's annual report on Form 10-KSB for the fiscal year ended
December 31, 1995;
(2) Habersham's quarterly report on Form 10-QSB for the quarter ended
March 31, 1996;
(3) Habersham's quarterly report on Form 10-QSB for the quarter ended
June 30, 1996;
(4) Habersham's quarterly report on Form 10-QSB for the quarter ended
September 30, 1996; and
(5) The description of Habersham Common Stock set forth in Habersham's
Registration Statement filed pursuant to Section 12 of the Exchange Act,
and any amendment or report filed for the purpose of updating any such
description.
All documents subsequently filed by Habersham 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 in this Prospectus.
Habersham will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents which have
been incorporated herein by reference but not delivered herewith (other than the
exhibits to such documents). Such request, in writing or by telephone, should be
directed to Edward D. Ariail, Vice President and Corporate Secretary, Habersham
Bancorp, Highway 441 North, Post Office Box 1980, Cornelia, Georgia 30531
(telephone 706-778-1000).
2
<PAGE> 4
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide record owners of Habersham Common
Stock with a simple and convenient way to invest cash dividends in shares of
Common Stock and to invest in Common Stock through optional cash payments, all
without payment of any brokerage commissions, service charges or other expenses.
To the extent such shares are purchased from Habersham, Habersham will receive
additional funds to finance the continuing operations of Habersham and its
subsidiaries.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may:
(a) Reinvest all or part of their dividends in shares of Common Stock
automatically at a price equal to the average market price as more fully
explained in response to Question 12;
(b) Invest additional cash, up to $3,000 per quarter, in Common Stock
as more fully explained in responses to Questions 11, 12, 13 and 14;
(c) Avoid charges for brokerage commissions or fees on all investments
under the Plan;
(d) Invest the full amount of all dividends and optional cash payments
since the Plan allows fractions of a share to be held under the Plan;
(e) Avoid cumbersome safekeeping requirements through the free
custodial service under the Plan; and
(f) Avoid inconvenience and expense of recordkeeping through the free
reporting provisions of the Plan.
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE?
All record owners of Common Stock are eligible to participate in the Plan.
Beneficial owners whose shares are registered in names other than their own (for
example, in the name of a broker or bank nominee) must become owners of record
by having the number of shares as to which they wish to participate transferred
into their names or make arrangements with the nominees or other holders of
record to participate in the Plan on behalf of such beneficial owners. (See
Question 4.) Shareholders can participate with respect to all or less than all
of their shares, but shareholders may only make optional cash payments if
shareholders also participate in the dividend reinvestment portion of the Plan.
4. HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT?
An eligible shareholder may join the Plan by signing the enclosed
Authorization Card and returning it to SunTrust Bank, Atlanta, Georgia as the
agent for the Plan (the "Agent") as follows:
SunTrust Bank, Atlanta
Mail Code 258
Stock Transfer Department
Post Office Box 4625
Atlanta, Georgia 30302
3
<PAGE> 5
An Authorization Card is enclosed with this Prospectus and additional
Authorization Cards may be obtained at any time by written request to the Agent
at the above address, or by writing Habersham at Habersham Bancorp, Post Office
Box 1980, Cornelia, Georgia 30521, Attention: Corporate Secretary, or by calling
Habersham at (706) 778-1000.
Brokers, banks or other nominees who wish to participate in the Plan on
behalf of their clients must submit an Authorization Card to the Agent, as any
other record holder, with respect to the shares held by them that are to
participate in the Plan. Any shareholder of record that is a nominee for others
who wish to participate in the Plan must certify to Habersham the name and
address of (and number of shares of Common Stock held for) each beneficial owner
on whose behalf such participation is authorized and agree to advise Habersham
of such beneficial owner's underlying ownership of Habersham shares registered
in its name from time to time.
5. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
An eligible shareholder may join the Plan at any time. If an Authorization
Card specifying reinvestment of dividends is received by the Agent before the
record date for a dividend payment, reinvestment will commence with that
dividend payment. If the Authorization Card is received on or after a dividend
record date, the reinvestment of dividends through the Plan will begin with the
dividend payment following the next record date. Dividend payment dates
ordinarily are the fifteenth day of March, June, September and December. The
record date for determining shareholders who receive dividends normally precedes
the dividend payment date by fifteen days so that the record dates ordinarily
are as of the first day of March, June, September and December. (See Questions
11, 12, 13 and 14 for information concerning the investment of optional cash
payments.)
6. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
By marking the appropriate spaces of the Authorization Card you may choose
between the following investment options with respect to dividend reinvestment:
(a) To automatically reinvest cash dividends on all shares registered
in your name at the current market price average, computed as described in
response to Question 12; or
(b) To automatically reinvest cash dividends on less than all of the
shares registered in your name (a specified number of whole shares) at the
current market price average and continue to receive cash dividends on the
remaining shares. You must indicate on the Authorization Card the number of
shares on which dividends are to be reinvested rather than paid.
You may also make optional cash payments in any amount from $10 up to a
total of $3,000 per quarter, assuming dividends are also being reinvested under
either subparagraph (a) or (b) above, at the current market price average.
Optional cash payments will be invested quarterly as explained in response to
Question 11.
Dividends on all shares purchased for your account under the Plan, whether
through dividend reinvestment or optional cash payments, will be automatically
reinvested in additional shares of Common Stock at the current market price
average.
7. MAY A PARTICIPANT CHANGE HIS OR HER METHOD OF PARTICIPATION AFTER ENROLLMENT?
Yes. You may change your investment option at any time by signing a new
Authorization Card and returning it to the Agent as provided in response to
Question 4. An Authorization Card indicating a change of options must be
received by the Agent prior to a particular dividend record date in order to
stop any unwanted reinvestment of dividends paid on the related dividend payment
date or otherwise to alter your investment options. If you want to terminate
your participation in the Plan, see Question 18.
4
<PAGE> 6
AGENT
8. WHO ADMINISTERS THE PLAN?
The Agent administers the Plan for participants, keeps records, sends
statements of account to participants, purchases shares of Common Stock which
are purchased in the open market, and performs other duties relating to the
Plan. Shares purchased under the Plan will be registered in the name of the
Agent or its nominee as agent for participants in the Plan. The Agent's mailing
address is provided in the response to Question 4 above.
The Agent may at any time (a) resign by giving written notice to Habersham,
or (b) be removed by Habersham. In the event a vacancy occurs in the office of
Agent, Habersham shall appoint a successor Agent, which may be Habersham or one
of its subsidiaries.
COSTS
9. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER THE
PLAN?
No. You will incur no brokerage commissions or service charges for the
purchases made under the Plan. All costs of administration of the Plan,
including fees, commissions and expenses, will be paid by Habersham. However, if
you request the Agent to sell your Plan shares, you will pay certain charges as
explained in response to Question 17. Participants may incur tax liability as a
result of payment by Habersham of expenses in connection with open market
purchases of shares for Plan participants, as explained in response to Question
19.
PURCHASES
10. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS AND WHAT
IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
If you become a participant in the Plan, the number of shares purchased for
you will depend on the amount of your dividends, optional cash payments, or
both, and market prices of the Common Stock. The number of shares purchased for
your account, including fractions computed to three decimal places, will be
equal to the total amount to be invested by you, divided by the purchase price
per share. (See Question 12.)
Shares purchased under the Plan will be, at Habersham's discretion, either
newly issued shares, shares of treasury stock held by Habersham or shares
purchased for Plan participants in the open market, or a combination of the
foregoing. Newly issued shares and treasury shares will be purchased directly
from Habersham. The decision to have shares purchased for Plan participants in
the open market will be made by Habersham based upon general market conditions,
the relationship between purchase price and book value per share, regulatory
requirements and other factors.
11. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
When shares are purchased from Habersham, purchases will be made on the
dividend payment date with dividends paid on that date, or with optional cash
payments received by the Agent no later than the dividend record date for that
dividend payment date.
When shares are purchased in the open market, the Agent will use dividends
paid on (and optional cash payments received no later than the dividend record
date for) the dividend payment date to purchase shares in the open market as
soon as practical and within 30 days after the applicable dividend payment date,
unless a longer period is necessary or advisable because of federal securities
laws or market conditions. Such open market purchases may be made on any
securities exchange where the shares of the Common Stock are traded, in the
over-the-counter market or in negotiated transactions and may be subject to such
terms with respect to price, delivery and other matters as the Agent may agree
to. Neither Habersham nor any Plan participant shall
5
<PAGE> 7
have the authority to direct the time, price or manner of such open market
purchases, or the selection of the broker or dealer through or from whom
purchases are to be made.
No dividends will be earned on shares purchased under the Plan until the
dividend payment date following the date of purchase of those shares.
PRICE
12. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
Common Stock will be purchased from Habersham with reinvested dividends at
a price equal to the average of the daily closing prices of the Common Stock
reported by the Nasdaq Stock Market ("Nasdaq"), for the five trading days (on
which the Common Stock was traded) immediately preceding the dividend payment
date. The price of Common Stock purchased from Habersham with optional cash
payments will be the same average. The purchase price of shares purchased from
Habersham shall be determined by Habersham on the basis of such market
quotations as it shall deem appropriate in the event that there is no trading in
the Common Stock on Nasdaq (or if trading is halted or suspended) for a
substantial amount of time or if publication of the sales prices of the Common
Stock does not take place or contains a reporting error. No shares will be
purchased from Habersham under the Plan at less than their par value ($1.00 per
share).
The price to a Plan participant of shares purchased with reinvested
dividends in the open market under the Plan will be the weighted average price
of Common Stock purchased in the open market for all Plan participants in
respect of a particular dividend payment date. The price to Plan participants of
shares purchased with optional cash payments in the open market under the Plan
will be the same average.
OPTIONAL CASH PAYMENTS
13. WHO IS ELIGIBLE TO MAKE OPTIONAL CASH PAYMENTS?
Record owners of Common Stock who are participating in the dividend
reinvestment portion of the Plan and who have submitted a signed Authorization
Card are eligible to make optional cash payments. The Agent will apply any
optional cash payment received from a participant on or prior to a dividend
record date to the purchase of Common Stock for the account of the participant
on the applicable dividend payment date if such Common Stock is purchased from
Habersham and as soon as practical (as explained in response to Question 11)
after that dividend payment date if such Common Stock is purchased in the open
market. OPTIONAL CASH PAYMENTS RECEIVED MORE THAN 30 DAYS PRIOR TO THE NEXT
DIVIDEND PAYMENT DATE WILL BE RETURNED TO THE PARTICIPANT.
An initial optional cash payment may be made by you when you join the Plan
by enclosing a check or money order with the Authorization Card. Your check,
payable to SunTrust Bank, Atlanta, should be returned along with the
Authorization Card to SunTrust Bank, Atlanta, at the address provided in
response to Question 4. Thereafter, optional cash payments may be made through
the use of cash payment forms sent to you with statements of your account.
Habersham recommends that optional cash payments be sent so that they are
received shortly before a dividend record date but in any case not more than 30
days prior to a dividend payment date. No interest will be paid on these
payments. You may request the return of any optional cash payments by sending a
written request which is received by the Agent at least 48 hours before the next
dividend payment date.
14. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH PAYMENTS?
Optional cash payments must be received by the Agent no later than a
dividend record date. The same amount of money need not be sent each time, and
you are under no obligation to make an optional cash
6
<PAGE> 8
payment at any time. Any optional cash payments you wish to make must not be
less than $10 per payment nor may your payments aggregate more than $3,000 in
any calendar quarter.
REPORTS TO PARTICIPANTS
15. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practicable after each purchase you will receive a statement of
your account showing amounts invested, purchase prices, shares purchased and
other information for the year to date. This statement will provide a record of
the cost of purchases under the Plan and should be retained for tax purposes. In
addition, you will receive copies of the same communications sent to every other
holder of Common Stock, including Habersham's annual and quarterly reports to
shareholders, proxy statements and information for income tax reporting
purposes.
DIVIDENDS
16. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNTS UNDER THE PLAN?
Yes. The Agent will receive dividends (less the amount of any tax withheld)
for all Plan shares held on the dividend record date and credit them to
participants' accounts on the basis of full shares and fractions of a share
credited to those accounts on that record date. Such dividends received will be
automatically reinvested in additional shares of Common Stock as a dividend
reinvestment. (See Question 12.)
CERTIFICATES
17. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Certificates for shares of Common Stock purchased under the Plan will not
be issued to you unless you request them. All shares credited to your account
under the Plan will be issued to the Agent or its nominee, as your agent. The
number of shares credited to your account will be shown on your statement of
account. This convenience protects against loss, theft or destruction of stock
certificates, permits ownership of fractional shares and reduces the costs to be
borne by Habersham.
A certificate for any number of whole shares credited to your account under
the Plan will be issued on your written request, and the shares represented by
that certificate will be withdrawn from your account. Your written request
should be mailed to the Agent. Any remaining full shares and fractions of a
share will continue to be credited to your account. If you have authorized the
reinvestment of dividends on all shares registered in your name, dividends on
shares represented by the certificate issued to you will continue to be
reinvested. Otherwise, dividend reinvestment will continue with respect to the
number of shares registered in your name specified for dividend reinvestment on
your Authorization Card.
Certificates for fractions of a share will not be issued under any
circumstances.
Shares credited to your account may not be pledged. If you wish to pledge
the whole shares credited to your account, you must request that certificates
for those shares be issued in your name.
Accounts under the Plan are maintained in the name in which your
certificates were registered at the time you entered the Plan. Consequently,
certificates for those shares will be similarly registered when issued to you.
At any time you may request the Agent to sell any or all of the shares
credited to your account under the Plan. The sale will be made for your account
after receipt by the Agent of your request. You will receive the proceeds of the
sale, less any related brokerage commission and transfer tax.
7
<PAGE> 9
TERMINATION OF PARTICIPATION
18. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
You may terminate your participation in the Plan at any time by notifying
the Agent in writing.
If your notice of termination is received on or after the record date for
the next dividend, that dividend will be reinvested for your account, but all
subsequent dividends on those shares will be paid to you. If you elect to
terminate your participation in the Plan, any optional cash payments received by
the Agent before it receives your notice of termination will be invested for
your account unless you specifically request return of the payment by sending a
written request which is received by the Agent at least 48 hours prior to the
next dividend payment date.
If you terminate your participation in the Plan or if Habersham terminates
the Plan, certificates for whole shares credited to your account under the Plan
will be issued to you and a cash payment will be made for a fraction of a share.
The cash payment will be based on the closing price of Habersham's Common Stock
reported on Nasdaq on the day the notice of termination is received by the Agent
or on the next day on which Nasdaq is open if it is closed when the notice is
received. However, if upon termination you prefer to receive cash for all your
Plan shares, you may request the Agent to sell your shares as explained in
response to Question 17.
OTHER INFORMATION
19. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Under Internal Revenue Service rulings in connection with similar plans,
dividends which you reinvest in additional shares of Common Stock under the Plan
will be treated for federal income tax purposes either (a) as having been
received by you in the form of cash dividends, if such shares are acquired in
the open market, or (b) as a taxable stock dividend if such shares are acquired
from Habersham. You will not realize any taxable income upon purchase of shares
with optional cash payments.
The Internal Revenue Service has issued a ruling which held that brokerage
commissions and service charges paid by a corporation in connection with the
open market purchase of shares pursuant to a dividend reinvestment plan are
includable in the gross income of participants in that plan. If shares are
purchased for your Plan account in the open market, you must include in your
gross income a dividend equal to that portion of any brokerage commissions and
service charges paid by Habersham which are attributable to the purchase of such
shares.
You will not realize any taxable income when you receive certificates for
whole shares credited to your account, either upon your request for such
certificates or upon withdrawal from or termination of the Plan. However, you
will recognize taxable gain or loss (which, for most participants, will be
capital gain or loss) when whole shares acquired under the Plan are sold or
exchanged -- either by the Agent at your request or by you. (See Questions 17
and 18.) You also will recognize gain or loss when you receive a cash payment
for a fractional share credited to your account. The amount of such gain or loss
will be the difference between the amount which you receive for your shares or
fractional share and the tax basis thereof.
The tax basis of shares acquired from Habersham under the Plan by
reinvestment of dividends will be equal to the purchase price of the shares
acquired. The tax basis of shares acquired by the Agent in the open market with
reinvested dividends will be the purchase price thereof paid by the Agent plus
an allocable share of any brokerage commissions paid by Habersham. The tax basis
of shares purchased with an optional cash payment will be the amount of such
optional cash payment plus allocable brokerage commissions. The holding period
of shares of Common Stock acquired under the Plan, whether purchased with
dividends or optional cash payments, will begin on the day following the date as
of which the shares are purchased for you.
In the case of foreign participants who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, an amount equal to the dividends payable to such
8
<PAGE> 10
participants, less the amount of tax required to be withheld, will be applied to
the purchase of shares of Common Stock under the Plan.
Federal tax laws impose certain reporting obligations upon brokers and
other middlemen. As a result, the Agent will be required to report to the
Internal Revenue Service and you any sales of Common Stock by the Agent for your
Plan account. If your dividends become subject to the backup withholding tax of
the Interest and Dividends Tax Compliance Act of 1983, dividends reinvested for
you under the Plan will be reduced by the amount of tax required to be withheld.
The foregoing in only a summary of some of the applicable tax provisions.
For further information as to the tax consequences of participation in the Plan,
including any future changes in applicable law or interpretations thereof, you
should consult with your own tax advisor.
20. WHAT HAPPENS IF A PARTICIPANT SELLS A PORTION OF THE SHARES OF COMMON STOCK
REGISTERED IN THE PARTICIPANTS' NAME?
If you have authorized the reinvestment of dividends on all shares
registered in your name and then dispose of a portion of those shares, the
dividends on the remaining shares will continue to be reinvested.
If you have authorized the reinvestment of dividends on part of the shares
registered in your name and then dispose of a portion of those shares, the
dividends on the remainder on the shares up to the number of shares with respect
to which reinvestment of dividends was originally authorized will continue to be
reinvested.
21. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS OR HER NAME?
Shares credited to your account under the Plan may not be sold, pledged or
assigned without first requesting and receiving a certificate for such shares.
If you dispose of all shares registered in your name with respect to which you
participate in the Plan, your participation in the Plan will be terminated, and
the Agent will deliver to you a certificate representing the number of whole
shares credited to you under the Plan and a check for the value of any
fractional share.
22. IF HABERSHAM HAS A RIGHTS OFFERING, HOW WILL RIGHTS ON PLAN SHARES BE
HANDLED?
If a participant is entitled to participate in a rights offering, the
participant's entitlement will be based upon the participant's total holdings
including the shares credited to him or her pursuant to the Plan. Rights
certificates will, however, be issued only for whole shares.
23. WHAT HAPPENS IF HABERSHAM ISSUES A STOCK DIVIDEND OR DECLARES A STOCK SPLIT?
Any stock dividends or split shares distributed by Habersham on shares of
Common Stock credited to your account under the Plan will be added to your
account. Stock dividends or split shares distributed on shares of Common Stock
registered in your name will be distributed to you in the same manner as they
are distributed to shareholders who are not participating in the Plan.
24. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
You will receive a proxy indicating the total number of your shares of
Common Stock, including shares of Common Stock registered in your name and whole
shares of Common Stock credited to your account under the Plan.
If your proxy is returned properly signed and marked for voting, all the
shares covered by the proxy -- those registered in your name and those whole
shares credited to your account under the Plan -- will be voted as marked.
If your proxy is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect to
any item thereon, all of your shares -- those registered in your name and those
whole shares credited to your account under the Plan -- will be voted in
accordance with the
9
<PAGE> 11
recommendations made by the board of directors of Habersham. If your proxy is
not returned, or if it is returned unexecuted or improperly executed, your
shares will be voted only if you vote in person.
25. WHAT ARE THE RESPONSIBILITIES OF HABERSHAM AND THE AGENT UNDER THE PLAN?
The Agent has had no responsibility with respect to the preparation and
contents of this Prospectus. Neither Habersham nor the Agent, in administering
the Plan, will be liable for any act done in good faith, or for any good faith
omission to act, including, without limitation, any claims of liability arising
out of failure to terminate a participant's account upon the participant's death
prior to receipt of a notice in writing of the death.
26. WHO INTERPRETS THE PLAN?
Habersham reserves the right to interpret the Plan as it deems necessary or
desirable.
27. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Yes. Habersham reserves the right to suspend, modify or terminate the Plan
at any time. Notice of any suspension, modification or termination will be
mailed to all participants.
USE OF PROCEEDS
Habersham does not know either the number of shares that will ultimately be
purchased from Habersham under the Plan or the prices at which the shares will
be sold, and therefore cannot determine the amount of proceeds that will be
used. Habersham intends to add the net proceeds of sales under the Plan of newly
issued shares of Common Stock and treasury shares to the general funds of
Habersham to be available for general corporate purposes.
INDEMNIFICATION
Directors, officers, employees and agents of Habersham and its subsidiaries
are entitled to indemnification as expressly permitted by the provisions of the
Georgia Business Corporation Code, Habersham's articles of incorporation, the
articles of incorporation of Habersham's subsidiaries, and Habersham's liability
insurance. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Habersham pursuant to the foregoing provisions, Habersham has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
EXPERTS
The consolidated financial statements of Habersham and subsidiaries,
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1995, have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference and have been so incorporated in reliance upon
the report of such firm, given upon their authority as experts in accounting and
auditing.
LEGAL OPINION
Certain issues regarding the shares of Common Stock of Habersham offered
hereby are being passed upon by the law firm of Powell, Goldstein, Frazer &
Murphy, Sixteenth Floor, 191 Peachtree Street, N.E., Atlanta, Georgia 30303.
10
<PAGE> 12
======================================================
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THESE SECURITIES IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. EXCEPT WHERE OTHERWISE
INDICATED, THIS PROSPECTUS SPEAKS AS THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF HABERSHAM SINCE THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION................. 2
DOCUMENTS INCORPORATED BY REFERENCE... 2
DIVIDEND REINVESTMENT AND COMMON STOCK
PURCHASE PLAN....................... 3
Purpose............................. 3
Advantages.......................... 3
Participation....................... 3
Agent............................... 5
Costs............................... 5
Purchases........................... 5
Price............................... 6
Optional Cash Payments.............. 6
Reports to Participants............. 7
Dividends........................... 7
Certificates........................ 7
Termination of Participation........ 8
Other Information................... 8
USE OF PROCEEDS....................... 10
INDEMNIFICATION....................... 10
EXPERTS............................... 10
LEGAL OPINION......................... 10
</TABLE>
======================================================
======================================================
(LOGO) Habersham Bancorp
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
-----------------
PROSPECTUS
-----------------
December 17, 1996
======================================================
<PAGE> 13
AUTHORIZATION FOR HABERSHAM BANCORP DIVIDEND REINVESTMENT
AND
COMMON STOCK PURCHASE PLAN
I (we) hereby elect to participate in the Dividend Reinvestment and Common Stock
Purchase Plan (the "Plan") in accordance with the provisions of the Prospectus
of Habersham Bancorp relating to the Plan, dated October 22, 1996 (the
"Prospectus"). I (we) hereby authorize Habersham Bancorp (the "Company") to pay
to SunTrust Bank, Atlanta (the "Agent") cash dividends on shares indicated below
hereafter payable to me (us) on the shares of common stock of the Company
registered in my (our) name or acquired under the Plan. Such cash dividends, and
voluntary cash investment (if any), are to be applied by the Agent as my (our)
agent, to the purchase of additional shares of common stock of the Company in
accordance with the Prospectus.
(Continued on back of card)
(Continued from front of card)
CHECK ONE BOX ONLY
- - -----------------
<TABLE>
<CAPTION>
<S> <C>
[ ] A. FULL DIVIDEND REINVESTMENT -- I wish to [ ] B. PARTIAL DIVIDEND REINVESTMENT -- I wish
invest all cash dividends on all shares to reinvest dividends on ________ shares of
of Common Stock now or hereafter Common Stock and receive cash dividends
registered in my name in additional on all other shares registered in my
shares of such stock. name.
This authorization is given with the understanding that the purchases will be made in accordance with
the terms and provisions set forth in the Prospectus, and that my (our) participation in the Plan may
be terminated at any time by my (our) written notification to the Agent.
Please sign your name to this Authorization in -------------------------------------------------
exactly the manner as your shares of stock of Name (Please Print)
Habersham Bancorp are registered. -------------------------------------------------
THIS IS NOT A PROXY. Signature
-------------------------------------------------
Name -- if shares held jointly (Please Print)
-------------------------------------------------
Signature
</TABLE>
<PAGE> 14
CASH INVESTMENT TRANSMITTAL
Enclosed is a check in the amount of $________ payable to SunTrust Bank, Atlanta
which represents a cash investment by me (us) under the terms of the Dividend
Reinvestment and Common Stock Purchase Plan for investment in shares of common
stock of Habersham Bancorp.
<TABLE>
<S> <C> <C>
MAIL SunTrust Bank, Atlanta
TO: Mail Code 258 --------------------------------------------
Stock Transfer Department Stockholder
Post Office Box 4625
Atlanta, Georgia 30302 --------------------------------------------
Stockholder
--------------------------------------------
Date
</TABLE>
NOTICE: Please sign your name in exactly the manner as your shares of stock of
Habersham Bancorp are registered.
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Registration Fee....................................................... $ 2,364
Legal Fees................................................................. $ 7,500
Accounting Fees............................................................ $ 1,500
Printing and Postage....................................................... $ 1,575
Transfer Agent Fees and Expenses........................................... $ 150
Miscellaneous.............................................................. $ 411
Total............................................................ $13,500
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14-2-851 of the Georgia Business Corporation Code provides that a
corporation may indemnify its directors and officers against civil and criminal
liabilities. Directors and officers may be indemnified against expenses if they
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interest of the corporation, if they have not been adjudged liable
on the basis of the improper receipt of a personal benefit and, with respect to
any criminal action, if they had no reasonable cause to believe their conduct
was unlawful. A director or officer may be indemnified against expenses incurred
in connection with a derivative suit if he or she acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interest of the
corporation, except that no indemnification may be made without court approval
if such person was adjudged liable for negligence or misconduct in the
performance of his or her duty to the corporation. Statutory indemnification is
not exclusive of any rights provided by any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise.
The Registrant's Bylaws provide that directors and officers of the
Registrant shall be indemnified by the Registrant against expenses and
liabilities incurred in connection with or resulting from threatened, pending or
completed actions, whether civil, criminal, administrative or investigative, in
which said person became involved by reason of having been a director or officer
of the Registrant; provided that such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Registrant and in addition, with respect to any criminal action or proceeding,
did not have a reasonable cause to believe that his conduct was unlawful. Any
person who has been wholly successful on the merits of or otherwise with respect
to any claim, action, suit or proceeding described above shall be entitled to
indemnification without any further action or approval by the Board of
Directors. In any other situation, indemnification shall be made at the
discretion of the Registrant, but only if the Board of Directors, acting by a
majority vote of a quorum consisting of directors who are not parties to the
claim, find that the person has met the standard of conduct described above. If
no such quorum of the Board exists, then independent legal counsel may render
such opinion as to whether the standards have been met or the holders of a
majority of the stock entitled to vote for the election of directors shall
determine by affirmative vote that such director or officer has met the
standards. However, notwithstanding the foregoing, no officer or director who
has been determined to be liable for negligence or misconduct in the performance
of his duties to the Registrant shall be indemnified unless and except to the
extent that the court in which such action or suit was brought shall determine
that, despite the adjudication of liability and in view of all the
circumstances, such person is fairly and reasonably entitled to be indemnified
for such expenses as the court shall deem proper.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
II-1
<PAGE> 16
ITEM 16. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- - ------- ------------------------------------------------------------------------------------
<S> <C> <C>
4.1 -- Instruments defining rights of shareholders: Articles of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.1 in Amendment No. 1 to
the Registrant's Registration Statement on Form S-4 as filed with the Securities and
Exchange Commission on March 2, 1995 (Reg. No. 33-57915)).
4.2 -- Instruments defining rights of shareholders: Bylaws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1989.
5 -- Opinion of Powell, Goldstein, Frazer & Murphy with respect to the securities being
registered including consent.
23.1 -- Consent of counsel (included in Exhibit 5).
23.2 -- Consent of Deloitte & Touch, LLP.
24 -- Power of Attorney (see signature pages to this Registration Statement).
99 -- Dividend Reinvestment and Common Stock Purchase Plan, dated October 22, 1996.
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
II-2
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cornelia, State of Georgia, on October 22, 1996.
HABERSHAM BANCORP
By: /s/ DAVID D. STOVALL
--------------------------------------
David D. Stovall
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas A. Arrendale, Jr. and David D. Stovall,
and each of them, his attorneys in fact, each with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
amendment to this Registration Statement on Form S-3, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby ratifies and confirms all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement Amendment has been signed by the following persons in the
capacities indicated on October 22, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- - --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ THOMAS A. ARRENDALE, JR. Chairman of the Board and Director
- - ---------------------------------------------
Thomas A. Arrendale, Jr.
/s/ THOMAS A. ARRENDALE, III Vice Chairman of the Board and Director
- - ---------------------------------------------
Thomas A. Arrendale, III
/s/ DAVID D. STOVALL President, Chief Executive Officer and
- - --------------------------------------------- Director (Principal Executive, Financial and
David D. Stovall Accounting Officer)
/s/ JAMES HOLCOMB Director
- - ---------------------------------------------
James Holcomb
/s/ JAMES A. STAPLETON, JR. Director
- - ---------------------------------------------
James A. Stapleton, Jr.
/s/ CALVIN R. WILBANKS Director
- - ---------------------------------------------
Calvin R. Wilbanks
</TABLE>
II-3
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
- - ------- -------------------------------------------------------------------------- ----------
<C> <C> <S> <C>
4.1 -- Instruments defining rights of shareholders: Articles of Incorporation of
the Registrant (incorporated herein by reference to Exhibit 3.1 in
Amendment No. 1 to the Registrant's Registration Statement on Form S-4 as
filed with the Securities and Exchange Commission on March 2, 1995 (Reg.
No. 33-57915))............................................................ N/A
4.2 -- Instruments defining rights of shareholders: Bylaws of the Registrant
(incorporated herein by reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1989........... N/A
5 -- Opinion of Powell, Goldstein, Frazer & Murphy with respect to the
securities being registered, including consent............................
23.1 -- Consent of counsel (included in Exhibit 5)................................
23.2 -- Consent of Deloitte & Touche, LLP.........................................
24 -- Power of Attorney (see signature pages to this Registration Statement)....
99 -- Dividend Reinvestment and Common Stock Purchase Plan, dated October 22,
1996......................................................................
</TABLE>
<PAGE> 1
EXHIBIT 5
POWELL, GOLDSTEIN, FRAZER & MURPHY
191 PEACHTREE STREET N.E.
SUITE 1600
ATLANTA, GEORGIA 30303
DECEMBER 16, 1996
Habersham Bancorp
Highway 441 North, P.O. Box 1980
Cornelia, Georgia 30531
Re: Registration Statement on Form S-3
Habersham Bancorp
Habersham Bancorp Dividend Reinvestment and Common Stock Purchase
Plan
Ladies and Gentlemen:
We have served as counsel for Habersham Bancorp, a Georgia corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-3 (the
"Registration Statement"), of an aggregate of 500,000 shares (the "Shares") of
common stock, $1.00 par value, of the Company, to be offered and sold by the
Company pursuant to the Habersham Bancorp Dividend Reinvestment and Common Stock
Purchase Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the shares to be issued pursuant to the Plan as
we have deemed necessary and advisable. In such examinations, we have assumed
the genuineness of all signatures on all originals and copies of documents we
have examined, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all certified, conformed or
photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Georgia.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
(a) The Shares have been duly authorized; and
(b) Upon the issuance and delivery of the Shares and payment therefor
as provided in the Plan and as contemplated by the Registration Statement,
such Shares will be legally and validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER &
MURPHY
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Habersham Bancorp on Form S-3 of our report dated January 26, 1996, appearing
in the Annual Report on Form 10-KSB of Habersham Bancorp for the year ended
December 31, 1995 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
December 16, 1996
<PAGE> 1
EXHIBIT 99
HABERSHAM BANCORP
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
DATED OCTOBER 22, 1996
1. PARTICIPATION.
(a) All record owners of Habersham Bancorp ("Habersham") Common Stock
("Common Stock") may participate in the Habersham Dividend Reinvestment and
Common Stock Purchase Plan (the "Plan"). Beneficial owners whose shares are
registered in names other than their own (for example, in the name of a broker
or a bank nominee) must become owners of record by having the number of shares
as to which they wish to participate transferred into their names or make
appropriate arrangements with the nominee or other owner of such shares.
(b) Under the Plan, cash dividends on all or less than all shares of Common
Stock registered in a participant's name may be reinvested in additional Common
Stock. Participants also may make optional cash payments from $10.00 to
$3,000.00 per quarter at any time after the first reinvestment of dividends with
respect to all or less than all of their shares, provided that participants are
also participating in the dividend reinvestment portion of the Plan.
2. ENROLLMENT.
(a) Any record owner of Common Stock may enroll in the Plan by signing and
returning the Authorization Card at any time prior to the record date for the
next dividend payment. Reinvestment of dividends will begin with the next
dividend payment subsequent to receipt of the Authorization Card.
(b) The Authorization Card appoints Habersham, or its duly authorized
agent, as agent for each participant and directs Habersham to apply cash
dividends as directed by the participant, and any optional cash payment the
participant might make, to the purchase of additional shares of Common Stock in
accordance with the terms of the Plan.
3. CASH DIVIDEND REINVESTMENT.
(a) Participants may have cash dividends paid on all shares of Common Stock
registered in their names automatically reinvested in additional shares of
Common Stock at a price equal to 100% of the market price average, as defined in
Section 6 below. Participants may also have dividends on less than all of the
shares registered in their names automatically reinvested at a price equal to
100% of the market price average and continue to receive the remainder of their
cash dividends. In either case, participants may make optional cash payments for
investment in additional shares of Common Stock at a price equal to 100% of the
market price average. No commission, service charge or management fee is paid by
a participant in connection with purchases under the Plan.
4. OPTIONAL CASH PAYMENTS.
(a) Record owners of Common Stock who have chosen to participate in the
dividend reinvestment aspect of the Plan may also make optional cash payments in
the amounts specified in Section 1 above. Optional cash payments received from a
participant not later than a dividend record date will be applied to the
purchase of additional shares of Common Stock on the dividend payment date
applicable to such record date.
(b) Such purchases will be made at 100% of the market price average.
Optional cash payments will be invested once each quarter on the dividend
payment date for that quarter. Interest will not be paid on optional cash
payments. Any optional cash payment received more than thirty (30) days prior to
a dividend payment date will be returned.
(c) Optional cash payments must be mailed so that they are received by
Habersham not later than a dividend record date. Any amount received as an
optional cash payment will be returned by mail to the
<PAGE> 2
participant if Habersham receives a written notice requesting such return at
least 48 hours prior to the next dividend reinvestment date.
5. SHARES SUBJECT TO PLAN.
All reinvestment dividends and optional cash payments under the Plan will
be used to acquire authorized and previously unissued Common Stock, or shares of
Common Stock held by Habersham as treasury stock, or shares of Common Stock
purchased for Plan participants in the open market, or a combination of the
foregoing.
6. PURCHASES OF STOCK.
(a) The purchase price per share of shares acquired from Habersham under
the Plan with reinvestment dividends on any dividend payment date will be 100%
of the average of the daily closing prices of Habersham's Common Stock reported
by the Nasdaq Stock Market ("Nasdaq") for the period of five (5) trading days
(on which the Common Stock was traded) immediately preceding the dividend
payment date. The purchase price per share of shares purchased from Habersham
with optional cash payments will also be 100% of such average. The purchase
price of shares purchased from Habersham shall be determined by Habersham on the
basis of such market quotations as it shall deem appropriate in the event that
there is no trading in the Common Stock on Nasdaq (or if trading is halted or
suspended) for a substantial amount of time or if publication of the sales
prices of the Common Stock does not take place or contains a reporting error. No
shares will be sold by Habersham to participants in the Plan at less than the
par value of such shares.
(b) The purchase price per share of shares purchased with reinvested
dividends in the open market will be the weighted average price of the Common
Stock purchased in the open market for all Plan participants in respect of a
particular dividend payment date. The price to Plan participants of shares
purchased with optional cash payments in the open market will be the same
average. (The "market price average" will be the appropriate average as
described in this Section and in Section 6(a) depending on whether shares are
purchased from Habersham or in the open market.)
(c) Dividend reinvestment amounts will be invested once each quarter on the
dividend payment date for that quarter. Optional cash payments will be invested
once each quarter on the dividend payment date for that quarter.
(d) The number of shares purchased for a participant depends on the amount
of a participant's dividend and the amounts of optional cash payments, if any,
and the purchase price per share.
(e) The participant's account, maintained by Habersham, or by any duly
appointed agent of Habersham, will be credited with the number of shares,
including fractional shares computed to three decimal places, equal to the sum
of (i) the total amount of dividends to be reinvested divided by 100% of the
applicable purchase price and (ii) the total amount of any optional cash
payments to be invested divided by 100% of the applicable purchase price. Shares
purchased under the plan will be credited to the participant's account but will
not be registered in the participant's name nor will certificates be issued to
the participant unless requested in writing or upon termination or withdrawal
from the Plan. Dividends on a fractional interest in a share will be credited to
the participant's account.
7. COSTS.
Participants will incur no brokerage commissions or service charges for
purchases made under the Plan. All costs of administration of the Plan will be
paid by Habersham.
8. REPORTS TO PARTICIPANTS.
Habersham will furnish quarterly to each participant for whom a purchase
was made a statement showing transactions in the participant's account since the
preceding purchase. At the end of each year, Habersham will report to each
participant the dividends credited to his or her account for that year on the
shares held for
2
<PAGE> 3
him or her and on the shares registered in his or her name. The number of shares
credited to a participant's account will also be shown on the statement.
9. CERTIFICATES.
Certificates for shares of Common Stock purchased under the Plan will not
be issued to participants unless requested in writing. A participant may, from
time to time, make a written request of Habersham to issue full shares in his or
her name. The shares represented by that certificate will be withdrawn from the
participant's account. Any remaining full shares and fraction of a share will
continue to be credited to the participant's account. Certificates for fractions
of a share will not be issued.
10. VOTING OF SHARES.
Habersham will vote at shareholders' meetings any full shares credited to a
participant's account in accordance with the proxies returned to Habersham by
the participant with respect to shares of Common Stock registered in the
participant's name. Such shares will not be voted if no proxy is given by the
participant.
If a shareholder's proxy is returned properly signed but without indicating
instructions as to the manner in which the shares are to be voted with respect
to any item thereon, all of the shareholder's shares will be voted in accordance
with the recommendations made by the board of directors of Habersham. If a
shareholder's proxy is returned unexecuted or improperly executed, the shares
will only be voted if the shareholder votes in person.
11. STOCK DIVIDENDS AND STOCK SPLITS.
Any stock dividends or stock splits distributed by Habersham on shares
credited to the account of a participant under the Plan will be credited to the
participant's account. Stock dividends or split shares distributed on shares
registered in the name of the participant will be mailed directly to the
shareholder in the same manner as to shareholders who are not participating in
the Plan.
12. RIGHTS OFFERINGS.
If a participant is entitled to participant in a rights offering, his or
her entitlement will be based upon the participant's total holdings, including
the shares of Common Stock credited to him or her under the Plan. Rights
certificates will, however, only be issued for whole shares.
13. TRANSFER OF RECORD SHARES.
Shares credited to the account of a participant under the Plan may not be
sold, pledged or assigned without first requesting that a certificate for such
shares be issued to the participant. If a participant has disposed of all shares
registered in his or her name but continues to have shares credited to his or
her account under the Plan, the participant's participation in the Plan will be
terminated, and certificates (or cash for fractional shares) will be distributed
in accordance with Section 15 hereof. If a participant disposes of only a
portion of the shares registered in his or her name, Habersham will continue to
reinvest dividends on the remaining shares. If a participant who is reinvesting
cash dividends on a portion of the shares registered in his or her name disposes
of some but not all of those shares, Habersham will continue to reinvest the
dividends on the remainder of the shares up to the number of shares originally
authorized.
14. CHANGING INVESTMENT OPTION.
A participant may change his or her investment option at any time by
signing a new Authorization Card and returning it to Habersham. A change in
investment option will be effective for the next dividend payment date if the
Authorization Card is received prior to the dividend record date.
3
<PAGE> 4
15. TERMINATION OF ACCOUNT.
(a) A participant may terminate his or her account at any time by notifying
Habersham of such desire in writing. Any such notice received subsequent to the
record date for a dividend shall not be effective until dividends have been
reinvested and credited to his or her account. Optional cash payments sent to
Habersham may be withdrawn if a written notice of withdrawal is received by
Habersham at least 48 hours prior to the dividend payment date.
(b) Within a reasonable time after termination, a certificate for the stock
purchased and credited to the participant's account under the Plan will be
issued and delivered to the participant for all whole shares. Any fractional
interest in a share will be converted to cash at the then current market value.
Alternatively, the participant may elect to receive a check for the proceeds
from the sale of all shares purchased and credited to the participant's account,
including any fractional share, less any brokerage fees or commissions and any
applicable transfer tax. The sale will be made as soon as possible after receipt
of the notification of termination.
16. AMENDMENT AND TERMINATION OF THE PLAN.
Notwithstanding any other provision of the Plan, the Board of Directors of
Habersham or any designated committee thereof reserves the right to amend,
suspend, modify or terminate the Plan at any time. All participants will receive
notice of any such amendments, suspensions or modifications. Upon a termination
of the Plan, any uninvested optional cash payments will be returned,
certificates for full shares credited to a participant's account under the Plan
will be issued to the participant, and payment will be made in cash for any
fractional share credited to a participant's account.
17. TAXES.
The reinvestment of dividends does not relieve the participant of any taxes
which may be payable on such dividends.
18. NOT A BANK ACCOUNT.
The participant shall have no right to draw checks or drafts against his or
her account.
19. DUTIES AND RESPONSIBILITIES.
Habersham shall not have any responsibility beyond the exercise of ordinary
care for any action taken or omitted pursuant to this Plan, nor shall Habersham
have any duties, responsibilities or liabilities except such as are expressly
set forth herein. Habersham shall not be liable hereunder for any act done in
good faith, or any good faith omission to act, including, without limitation,
any claims of liability (a) with respect to the time or prices at which shares
are purchased or sold for a participant's account, or any inability to purchase
or sell shares, for any reason, (b) for any fluctuation in the market value
after purchase or sale of shares, or (c) arising out of failure to terminate the
participant's account upon such participant's death prior to receipt of a notice
in writing of such death.
20. GOVERNING LAW.
This Plan is governed by the laws of the State of Georgia.
HABERSHAM BANCORP
By: /s/ David D. Stovall
------------------------------------
David D. Stovall
President
4
