<PAGE> 1
As filed with the Securities and Exchange Commission, March 28, 1996
Registration No. 333-926
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
FORM S-2
Registration Statement
Under the
Securities Act of 1933
GREENE COUNTY BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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TENNESSEE 62-1222567
<S> <C>
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
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MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
423/639-5111
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
R. STAN PUCKETT, PRESIDENT
MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
423/639-5111
(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 practicable after the Effective Date of this Registration Statement.
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, check the following box. /X/
If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, 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, 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
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=========================================================================================================
Title of Each Class of Proposed Maximum
Securities to be Amount to be Proposed Maximum Offering Aggregate Offering Amount of
Registered Registered Price Per Share Price Registration Fee (1)
- ---------------------------------------------------------------------------------------------------------
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Common Stock,
$10 par value 5,009 shares $170.00 $851,530 $351.72
=========================================================================================================
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(1) Calculated pursuant to Rule 457(a).
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.
Exhibit Index on sequentially numbered page .
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<PAGE> 2
CROSS REFERENCE SHEET
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Items in Part I of Form S-2 Prospectus Caption or Location
- --------------------------- ------------------------------
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Item 1. Forepart of the Registration Facing Page, Cross
Statement and Outside Front Reference Sheet and
Cover Page of Prospectus Outside Front Cover Page
Item 2. Inside Front and Outside Inside Front Cover and
Back Cover Pages of Prospectus Table of Contents
Item 3. Summary Information, Risk Summary and Risk Factors
Factors and Ratio of Earnings
to Fixed Charges
Item 4. Use of Proceeds Use of Proceeds
Item 5. Determination of Offering Price Determination of Offering
Price
Item 6. Dilution *
Item 7. Selling Security Holders *
Item 8. Plan of Distribution Plan of Distribution
Item 9. Description of Securities Description of Common
to be Registered Stock
Item 10. Interests of Named Experts Legal Matters and Experts
and Counsel
Item 11. Information with Respect Information Regarding the
to the Registrant Company
Item 12. Incorporation of Certain Incorporation of Certain
Information by Reference Information by Reference
Item 13. Disclosure of Commission Indemnification
Position on Indemnification
for Securities Act Liabilities
</TABLE>
* Omitted because answer is negative or the Item is inapplicable
<PAGE> 3
5,009 SHARES
GREENE COUNTY BANCSHARES, INC.
----------
Common Stock
THIS PROSPECTUS ALSO RELATES TO A SIMULTANEOUS RESCISSION OFFER
----------
Greene County Bancshares, Inc. (the "Company"), a Tennessee
corporation, hereby offers for sale 5,009 shares of its Common Stock, par value
$10 per share ("Common Stock"). Prior to this offering, there has been a limited
public market for the Common Stock of the Company. The 5,009 shares of Common
Stock are offered at a price of $170.00 per share. See "Determination of
Offering Price."
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE INFORMATION
DISCUSSED UNDER "RISK FACTORS," AT PAGE 10.
This Prospectus also includes a simultaneous rescission offer by the
Company to 192 shareholders (the "New Shareholders") who previously purchased
the 5,009 shares of Common Stock (the "Shares") offered hereby (the "Rescission
Offer"). The Shares sold to the New Shareholders were neither registered nor
exempt from registration under applicable federal and state securities laws;
therefore, the offer and sale of the Shares were made in violation of such laws.
The Company is offering to rescind the sale of the 5,009 Shares to the New
Shareholders and refund to them, upon tender of the stock certificates for the
Shares, the price of $170 per share paid for the Shares, plus interest at the
rate of 10% per annum from the date of payment through the date the Company
receives notice of election to rescind, less any amount of income received on
the Shares by a New Shareholder. This Rescission Offer will remain open for 30
days from the date a New Shareholder receives the Notice of Rescission Offer.
Payment by the Company for Shares tendered pursuant to the Rescission Offer will
be made from available operating funds of the Company.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS AND LOAN ASSOCIATION
INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
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Underwriting Proceeds to
Price to Public Commissions Company (1)
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Per Share.............................. $ 170.00 Not applicable $ 170.00
- ---------------------------------------------------------------------------------------
Total (2).............................. $851,530 Not applicable $851,530
=======================================================================================
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(1) Before deducting offering expenses payable by the Company estimated at
$49,790.
(2) Assumes the sale of all 5,009 shares of Common Stock offered hereby and
no acceptances of the simultaneous rescission offer.
THE DATE OF THIS PROSPECTUS IS , 1996.
---------
<PAGE> 4
AVAILABLE INFORMATION
Greene County Bancshares, Inc. is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder, and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission" or the "SEC"). Such reports
and other information filed by the Company with the Commission may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, NW, Washington, DC 20549 and its regional offices located at 7
World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained at prescribed rates from the public reference
facilities maintained by the Commission at its Washington, DC address.
The Company has filed with the Commission, Washington, DC, a
Registration Statement on Form S-2 ("Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Common Shares offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the schedules and
exhibits thereto, certain parts of which have been omitted pursuant to the rules
of the Commission. Statements herein concerning the contents of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed with the Commission as
an exhibit to the Registration Statement or otherwise, each such statement being
qualified in all respects by such reference. For further information about the
Company and such securities, reference is made to the Registration Statement and
the schedules and exhibits filed as part thereof. The Registration Statement,
together with schedules and exhibits, may be inspected without charge, and
copied at the principal or regional offices of the Commission at the addresses
indicated above. Copies also may be obtained at prescribed rates from the public
reference facilities maintained by the Commission at its Washington, DC address.
The Company will furnish annual reports to its stockholders which will
contain audited financial statements certified by its independent public
accountants. The Company may distribute unaudited quarterly reports and other
interim reports to its stockholders as it deems appropriate.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents previously filed by the Company with the
Commission (Commission File No. 0-14289) pursuant to the Exchange Act are hereby
incorporated by reference in this Prospectus:
2
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1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
2. The Company's Current Report on Form 8-K dated January 1,
1996.
The Company's Annual Report on Form 10-K for the year ended December
31, 1995 incorporates by reference specific portions of the Company's Proxy
Statement to be dated and mailed to stockholders of the Company on or before May
4, 1996 ("1996 Proxy Statement"), but does not incorporate other portions of the
1996 Proxy Statement. The portions of the 1996 Proxy Statement not specifically
incorporated into the Annual Report on Form 10-K are NOT incorporated herein and
are not a part of the Registration Statement.
Any statement contained herein or in a document incorporated herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is 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.
ON THE WRITTEN OR ORAL REQUEST OF EACH PERSON TO WHOM THIS PROSPECTUS
IS DELIVERED, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF ANY OR ALL OF
THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH
DOCUMENTS. WRITTEN OR TELEPHONE REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO
ALEX JOHNSON, GREENE COUNTY BANCSHARES, INC., MAIN AND DEPOT STREETS,
GREENEVILLE, TENNESSEE 37743, (423) 639-5111.
3
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS DOCUMENT NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
Prospectus Summary ........................................................ 5
The Company ...................................................... 5
The Offering ..................................................... 7
Summary Financial Information .................................... 8
Risk Factors .............................................................. 10
The Rescission Offer ...................................................... 14
Use of Proceeds ........................................................... 16
Determination of Offering Price ........................................... 17
Plan of Distribution ...................................................... 18
Description of Common Stock ............................................... 18
Transactions with Management .............................................. 19
Information with Respect to the Company ................................... 19
Legal Matters ............................................................. 19
Experts ................................................................... 19
Appendix:
Annual Report of the Company on Form 10-K for the Year Ended
December 31 1995
4
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus or incorporated herein by reference.
THE COMPANY
Greene County Bancshares, Inc. (the "Company"), a Tennessee corporation
incorporated January 18, 1985, is a registered bank holding company under the
Bank Holding Company Act of 1956, as amended ("BHCA"), and is the bank holding
company for Greene County Bank, Greeneville, Tennessee, American Fidelity Bank,
Alcoa, Tennessee, and Premier Bancshares, Inc., Niota, Tennessee ("Premier"),
which is itself the one bank holding company for Premier Bank of East Tennessee,
Niota, Tennessee ("Premier Bank"). The Company, through its ownership of Greene
County Bank, American Fidelity Bank and Premier Bancshares, Inc. (the "Banks"),
is engaged in a general commercial banking business and its primary source of
earnings is derived from income generated by its subsidiary banks. As of
December 31, 1995, the Company had total assets of $420,580,878 and
shareholders' equity of $41,074,260, which was prior to the Company's
acquisition of Premier. As of December 31, 1995, Premier had total assets of
$24,228,184 and shareholders' equity of $1,676,420. Unless the context otherwise
requires, references herein to the Company include the Company and its
wholly-owned subsidiaries, Greene County Bank and American Fidelity Bank, on a
consolidated basis.
Greene County Bank was established in 1890 as a Tennessee state
chartered bank. As a commercial bank, Greene County Bank provides complete
banking services which include checking and savings accounts for individuals,
partnerships, corporations, municipalities, banks and others; business, real
estate, interim construction, personal and installment loans; collection
services, safe deposit box facilities; and a number of special services. At
December 31, 1995, Greene County Bank had seven full service banking offices
located in Greene County, Tennessee, with two full service banking offices
located in Washington County, Tennessee, one full service banking office located
in Hamblen County, Tennessee, one full service banking office located in
Sullivan County, Tennessee, and one full service banking office located in
Hawkins County, Tennessee. On November 17, 1995, Greene County Bank opened its
full service branch in Hawkins County after acquiring approximately $14.2
million of deposits, the facilities and fixed assets of an existing branch of
another bank with funds available from the Company's working capital. The
Company owns 100% of the stock of Greene County Bank.
American Fidelity Bank is a Tennessee state chartered banking
corporation organized in 1977. American Fidelity Bank also offers the customary
banking services provided by most full service banks. It conducts its business
from a main office located in Alcoa, Tennessee and two branch offices, one
located in Maryville and another in Knoxville, Tennessee. The Company also owns
100% of the stock of American Fidelity Bank.
5
<PAGE> 8
Premier Bancshares, Inc. is a Tennessee corporation and a registered
bank holding company under the Bank Holding Company Act of 1956, as amended.
Premier owns 100% of the stock of Premier Bank. The Company acquired all the
stock of Premier (and, thereby, indirectly all the shares of Premier Bank) on
January 1, 1996. The Company has accounted for this acquisition as a purchase
under generally accepted accounting principles. The Company is taking the
necessary steps to merge Premier Bancshares, Inc. into the Company since Premier
now has no assets other than the stock of Premier Bank; and, the Company expects
to complete that transaction on or before March 31, 1996. The result of this
transaction will be that the stock of Premier Bank will then be 100% owned by
the Company. Premier Bank conducts its business from its main office in Niota,
Tennessee and from its full service branch in Athens, Tennessee. See "Use of
Proceeds."
Management responsibility for the Banks resides with the Board of
Directors and officers of each respective bank. Management services rendered to
each of the Banks by the Company are intended to supplement the internal
management of each of the Banks and to expand the scope of banking services
normally offered by each of the Banks.
The banking industry in which the Company competes through its
subsidiaries is highly competitive with other banks for both loans and deposits.
Other financial institutions, including savings and loans associations and
credit unions, also compete with the Banks for depository accounts and loans.
On December 31, 1995, Greene County Bank had total deposits of
$296,990,975 and total assets of $342,096,000. Greene County Bank ranks as the
largest financial institution in its market area, which is generally considered
to be Greene County, Tennessee. In the Greene County area, there are six
commercial banks, operating 22 branches and holding an aggregate of
approximately $605,563,000 in deposits as of December 31, 1994.
On December 31, 1995, American Fidelity Bank had total deposits of
$70,919,384 and total assets of $78,790,000. The primary market area of American
Fidelity Bank is the cities of Alcoa and Maryville and Blount and Southern Knox
Counties, Tennessee. American Fidelity Bank competes primarily with five
commercial banks, two of which are subsidiaries of the largest bank holding
companies located in Tennessee.
On January 1, 1996, the date of its acquisition by the Company, Premier
Bancshares, Inc. had total deposits of approximately $22 million and total
assets of approximately $24.2 million. The primary market area of Premier Bank
of East Tennessee is McMinn County, Tennessee which includes the cities of Niota
and Athens, Tennessee. Premier Bank competes primarily with four commercial
banks and one savings and loan association in its market area.
The income of the Banks, and thus the Company, is derived primarily
from the interest and fees earned in connection with the Banks' lending
activities, interest and dividends from investment securities and short-term
investments. The main expenses of the Bank are the interest paid on deposits and
operating expenses. The Banks' deposits are insured up to the applicable limits
by the Federal Deposit Insurance Corporation ("FDIC").
The Company has its principal executive offices at Main and Depot
Streets, Greeneville, Tennessee 37743, Telephone (423) 639-5111.
6
<PAGE> 9
THE OFFERING
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Common Shares Offered .......................... 5,009 Shares
Common Shares Outstanding after the Offering ... 447,453 (1)
Estimated Net Proceeds ......................... $851,530 (1)(2)
Use of Proceeds ................................ Working capital and
general corporate
purposes, including
investments in the Banks.
See "Use of Proceeds."
Risk Factors ................................... Prospective investors in the
Common Stock should
consider the information
discussed under the
heading "Risk Factors."
</TABLE>
(1) Assumes that all 5,009 Shares offered hereby are sold, and that none of
the 5,009 Shares issued to the New Shareholders whose Shares are
subject to the Rescission Offer are tendered back to the Company. See
"Simultaneous Rescission Offer."
(2) Before deducting expenses of this offering.
7
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GREENE COUNTY BANCSHARES, INC.
SUMMARY FINANCIAL INFORMATION (1)
(Dollars in thousands, except per share data)
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YEARS ENDED
DECEMBER 31,
---------------------
1995 1994
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SUMMARY OF INCOME STATEMENT DATA:
Interest income $31,491 $23,625
Interest expense 13,444 8,497
------- -------
Net interest income 18,047 15,128
Provision for loan losses 1,424 994
------- -------
Net interest income after provision
for loan losses 16,623 14,134
Non-interest income 2,959 2,538
Non-interest expense 11,722 9,660
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Income before income taxes 7,860 7,012
Income tax expense 2,752 2,510
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Net income $ 5,108 $ 4,501
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AS OF AND FOR
YEARS ENDED
DECEMBER 31,
---------------------
1995 1994
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PER COMMON SHARE DATA:
Net income per share $11.45 $10.16
Book value per share at period end (2) $92.83 $84.06
SELECTED BALANCE SHEET DATA:
Total assets $420,581 $345,525
Cash and cash equivalents $ 13,723 $ 15,086
Loans receivable, net $293,834 $241,253
Investment securities and other interest
earning assets $ 70,275 $ 70,374
Deposits $365,951 $298,162
Long-term debt $ 3,448 $ 3,688
Retained earnings $ 33,499 $ 30,442
Total shareholders' equity $ 41,074 $ 37,190
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8
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AS OF AND FOR
YEARS ENDED
DECEMBER 31,
---------------------
1995 1994
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Selected Financial Ratios and Other Data:
Return on average assets 1.35% 1.38%
Return on average equity 13.17% 12.32%
Allowance for loan losses to total loans 1.55% 1.39%
Allowance for loan losses as a percentage
of non-performing loans(5) 239.16% 264.14%
Average interest-earning assets to average
interest-bearing liabilities 1.13% 1.14%
Net yield on average earnings assets (4) 8.93% 7.75%
Asset quality ratio (non-performing loans
and other real estate owned to average
total assets)(5) .55% .42%
Non-interest expense to average total assets 3.09% 2.95%
Net interest income to non-interest expense 154.00% 157.00%
Risk-based capital ratios (fully phased-in guidelines):
Tier I capital 13.06% 15.45%
Total capital 14.31% 16.89%
Leverage ratio (6) 10.80% 10.76%
Period-end equity
to period-end total assets 9.77% 10.76%
</TABLE>
(1) Excludes any financial data regarding Premier Bancshares, Inc. and its
subsidiary, Premier Bank of East Tennessee, which the Company acquired on
January 1, 1996. The Company has accounted for this acquisition as a
purchase under generally accepted accounting principles.
(2) Common shareholders' equity divided by the number of outstanding shares of
common stock at period end.
(3) Annualized.
(4) Represents net interest income as a percent of average total
interest-earning assets.
(5) Non-performing loans consist of non-accrual loans and accruing loans
contractually past due 90 days or more.
(6) The leverage ratio is defined as the ratio of Tier I capital to average
total assets.
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RISK FACTORS
A prospective investor should review and consider carefully the following
factors, together with the other information contained in this Prospectus, in
evaluating an investment in the Common Stock.
SIMULTANEOUS RESCISSION OFFER
On May 31, 1995, the Company forwarded a letter to several hundred
potential subscribers for common stock of the Company. The response to the
letter resulted in a sale of 5,009 shares of the Company's common stock to 192
new shareholders (the "New Shareholders"). The Company received approximately
$851,530 in payment for the newly issued common shares. No commissions or other
fees were paid or received by the Company or any other person in connection with
the sale of such Shares. The Company, simultaneously with this offering, is
making a rescission offer to the New Shareholders (the "Rescission Offer"). The
need for the Rescission Offer arises from the sale of the Shares to the New
Shareholders without registration with the Securities and Exchange Commission
and the necessary state securities divisions or the availability of an exemption
from registration.
In the Rescission Offer the Company is offering to rescind the sale of the
Shares issued to the New Shareholders and to refund the consideration paid for
such Shares, plus interest at a rate of 10% per annum from the date of payment
through the date the Company receives notice of a New Shareholder's election to
rescind, less any amount of income received on such Shares by the New
Shareholders. The Rescission Offer is being made pursuant to and in compliance
with the applicable securities laws in the states in which the New Shareholders
reside, which states include Tennessee, Georgia, South Carolina, North Carolina,
California, New York and Virginia. See "The Rescission Offer."
POTENTIAL IMPACT OF ASSET/LIABILITY MANAGEMENT ON OPERATIONS AND PROFITABILITY
The operations and profitability of the Banks are largely impacted by
changes in interest rates and their managements' ability to control interest
rate sensitivity of the Banks' assets and liabilities. Management believes that
their asset/liability strategy of striving to be neither asset sensitive nor
liability sensitive by using both fixed rate and variable rate products reduces
the risk of the Banks' exposure due to fluctuation in interest rates. However,
there can be no assurance that the Banks' asset/liability strategies will be
successful. Despite the implementation of strategies to achieve such matching
objectives and to reduce the exposure of the Banks to fluctuating interest
rates, the results of operations of the Banks will remain subject to the level
and movement of interest rates. Management believes the Banks are somewhat asset
sensitive; therefore, in a falling rate environment, earnings will tend to
decrease, while in a rising rate
10
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environment, earnings will tend to increase. Since the profitability of the
Company is primarily dependent on the profitability of its subsidiary Banks,
increases in interest rates could have a negative impact on the Company's
profits if the asset/liability management strategies of the Banks are not
successful. See Form 10-K for year ended December 31, 1995 ("1995 10-K") -
"Management's Discussion and Analysis - Asset/Liability Management."
NO ASSURANCE AS TO ADEQUACY OF ALLOWANCE FOR LOAN LOSSES
The success of a bank depends to a significant extent upon the quality of
its assets, particularly its loans. In originating loans, there is a substantial
likelihood that credit losses will be experienced. The risk of loss will vary
with, among other things, general economic conditions, the types of loans being
made, the creditworthiness of the borrower over the term of the loan and, in the
case of a collateralized loan, the quality of the collateral for the loan.
Management maintains an allowance for loan losses based on, among other things,
industry standards, managements' experience, historical experience with
borrowers and the loan portfolio, an evaluation of economic conditions, and
regular reviews of delinquencies and loan portfolio quality. Based upon such
factors, management makes various assumptions and judgments about the ultimate
collectability of the loan portfolio and provides an allowance for potential
loan losses based upon a percentage of the outstanding balances and for specific
loans when their ultimate collectability is considered questionable. Since
certain lending activities involve greater risks, the percentage applied to
specific loan type may vary.
The Banks actively manage their past due and non-performing loans in an
effort to minimize credit losses and monitor their asset quality to maintain an
adequate loan loss allowance. Although management of each Bank believes that its
allowance for loan losses is adequate, there can be no assurance that the
allowance will prove sufficient to cover future loan losses. Further, although
management uses the best information available to make determinations with
respect to the allowance for loan losses, future adjustments may be necessary if
economic conditions differ substantially from the assumptions used or adverse
developments arise with respect to the non-performing or performing loans of any
of the Banks. Accordingly, there can be no assurance that the allowance for loan
losses will be adequate to cover loan losses or that significant increases to
the allowance will not be required in the future if economic conditions should
worsen. Material additions to the allowance for loan losses of the Banks would
result in a decrease of the net income and capital of the Company and the Banks
and could result in the inability of the Banks to pay dividends to the Company,
and impact the payment of dividends by the Company to its shareholders, among
other adverse consequences. See 1995 10-K - "Management's Discussion and
Analysis - Provision and Allowance for Loan Losses."
11
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NO ESTABLISHED TRADING MARKET FOR COMMON STOCK
There has been a limited public market for the Company's Common Stock. The
offering price of the shares of the Common Stock has been determined by the
Board of Directors of the Company based upon the price paid by the New
Shareholders for the Shares, which price was based upon information available to
the Board at the time regarding recent trades of the Company's common stock at
$170 per share. See "Determination of Offering Price." This does not necessarily
bear any relationship to the Company's assets, book value, results of
operations, net worth, or any other generally accepted criteria of value and
should not be considered as indicative of the actual value of the Company. See
1995 10-K - "Market for the Registrant's Common Stock and Related Stockholder
Matters."
HIGHLY COMPETITIVE BANKING INDUSTRY
The banking business is highly competitive, the Banks compete with other
commercial banks, savings and loan associations, credit unions, finance
companies and other financial entities operating locally and elsewhere. Some of
these competitors have substantially greater resources and lending limits than
the Banks and may offer certain services that the Banks do not provide at this
time. The profitability of the Company depends upon the Banks' ability to
compete in their market areas to retain and attract customers. Greene County
Bank is the largest of seven commercial banks in Greene County, Tennessee,
holding approximately 45% of deposits in that county. Deposits of Greene County
Bank's offices in Washington, Sullivan, Hamblen and Hawkins Counties, Tennessee
do not exceed 5% of total deposits. American Fidelity Bank primarily competes
with five commercial banks in its market area, of which American Fidelity Bank
is ranked fourth with approximately 5% of deposits in its market. See Form 10-K
- - "Business - Competition."
RESTRICTIONS IMPOSED BY SUPERVISION AND REGULATION OF COMPANY AND BANKS
Bank holding companies and banks operate in a highly regulated environment
and are subject to the supervision and examination by several federal and state
regulatory agencies. The Company is subject to the Bank Holding Company Act of
1956, as amended, and to regulation and supervision by the Federal Reserve, and
the Banks are subject to the regulation and supervision of the Tennessee
Department of Financial Institutions (the "Department") and the FDIC. These laws
and regulations govern matters ranging from the regulation of certain debt
obligations, changes in the control of bank holding companies, and the
maintenance of adequate capital to the general business operations and financial
condition of the Banks, including permissible types, amounts and terms of loans
and investments, the amount of reserves against deposits, restrictions on
dividends, establishment of branch offices, and the maximum rate of interest
that may be charged by law. The Federal Reserve and the FDIC and the Department
also possess cease and desist powers over bank holding companies and
12
<PAGE> 15
banks, respectively, to prevent or remedy unsafe or unsound practices or
violations of law. These and other restrictions limit the manner in which the
Company and the Banks may conduct their business and obtain financing.
Furthermore, the commercial banking business is affected not only by general
economic conditions, but also by the monetary policies of the Federal Reserve.
These monetary policies have had and are expected to continue to have
significant effects on the operating results of commercial banks. Changes in
monetary or legislative policies may affect the ability of the Banks to attract
deposits and make loans, which in turn may affect the profitability of the
Company. See 1995 10-K - "Business - Supervision and Regulation."
LACK OF DIVERSIFICATION - SOLE BUSINESS IN BANKING
The sole business activity of the Company consists of its ownership of the
common stock of the Banks. As a result, the Company lacks diversification as to
business activities and market areas, and any event affecting the Banks will
have a direct impact on the Company. See 1995 10-K - "Business."
NO ASSURANCE AS TO PAYMENT OF DIVIDENDS
The payment of dividends by the Banks to the Company is regulated by
various state and federal laws which restrict the payment of dividends under
certain circumstances. In addition, such laws also impose certain minimum
capital requirements which affect the amount of cash available for the payment
of dividends by a regulated banking institution such as the Banks. Even if the
Banks are able to generate sufficient earnings to satisfy the currently
established capital requirements, there is no assurance that the Boards of
Directors of the Banks might not decide or be required to retain a greater
portion of the earnings of the Banks in order to maintain or achieve the capital
necessary because of any (i) increase in the capital requirements established by
the FDIC or the Department, (ii) significant increase in the total of
risk-weighted assets held by either of the Banks, (iii) significant decreases in
the income of either of the Banks, or (iv) compliance with new unforeseen
federal or state regulations. In addition, in some cases, the FDIC or the
Department could take the position that it has the power to prohibit the Banks
from paying dividends if, in its view, such payments would constitute unsafe or
unsound banking practices. Further, the determination of whether dividends are
paid and their frequency and amount will depend on the financial condition and
performance of the Banks and other factors deemed appropriate by the Boards of
Directors of the Banks. Accordingly, there can be no assurance that any
dividends will be paid in the future by the Banks or the Company. See 1995 10-K
- - "Market for Registrant's Common Stock and Related Stockholder Matters."
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISION OF THE COMPANY'S CHARTER
The Charter of the Company contains a provision which requires an 80%
affirmative vote of the holders of the common stock of the Company to approve a
business
13
<PAGE> 16
combination which previously has not been approved by a majority of
disinterested directors of the Company or as to which all of the conditions
specified in this charter provision have not been met, including requirements
related to fair price and form of consideration. This provision in the Charter
also provides that it cannot be amended or repealed without the affirmative vote
of at least 80% of the holders of the stock of the Company. This provision in
the Company's Charter may deter or frustrate or render it more difficult to
accomplish a merger or change in control of the Company by a principal
stockholder, and thus may make the removal of management more difficult. This
anti-takeover provision could result in the Company's being less attractive to a
potential acquiror.
THE RESCISSION OFFER
BACKGROUND AND REASONS FOR THE RESCISSION OFFER
In May, 1995 the Board of Directors of the Company approved the issuance of
up to 6,000 shares of the Company's common stock to be offered to individuals
not currently shareholders of the Company. The Board approved offering the
common shares in blocks of 25 shares, priced at $170 per share. On May 31, 1995,
a letter from the Company was mailed to several hundred potential subscribers
for the common stock. The response to the letter resulted in the sale of 5,009
shares of the Company's common stock to the New Shareholders. The Company
received $851,530 in payment for the newly issued common shares from the New
Shareholders. No commissions or other fees were paid or received by the Company
or any other person in connection with the sale of the shares. Certificates were
mailed to the New Shareholders in late June, 1995.
Pursuant to federal and state securities laws, its is unlawful to sell any
security unless the security is registered or exempt from the registration
requirements of such laws. The Shares sold to the New Shareholders were neither
registered nor exempt from registration; therefore, the offer and sale of the
Shares were made in violation of federal and state securities laws. Therefore,
the Company is offering to rescind the sale of its common stock to the New
Shareholders.
EFFECT OF THE SALE OF THE SHARES AND THE RESCISSION OFFER
A registration statement for the Shares offered pursuant to this prospectus
has been filed with and declared effective by the Securities and Exchange
Commission and the necessary state securities divisions, excluding California
and New York in which the offer of the Shares subject to the Rescission Offer
which are held by one New Shareholder in each of these states will not be
subject to registration requirements. The Rescission Offer being made hereby,
along with a registration of the Shares, are to mitigate, and hopefully
eliminate, any liability of the Company as a result of the unregistered offer
and sale of the common stock to the New Shareholders. Pursuant to the
provisions of applicable state laws, if the Rescission Offer is made prior to a
shareholder bringing suit against the Company for the unregistered offer and
sale of the common shares, no purchaser shall be able to maintain a suit who
refused or failed to accept the Rescission Offer within 30 days of its receipt.
The Rescission Offer is an
14
<PAGE> 17
effort to eliminate damages, if any, to a New Shareholder as a result of
acquiring the unregistered common shares. Compliance by the Company with the
laws and regulations governing the Rescission Offer may not eliminate other
rights and remedies of New Shareholders that may exist in law or in equity.
TERMS OF THE RESCISSION OFFER
The Company is offering to rescind the sale of the Shares to the New
Shareholders and refund to such shareholders upon their tender of the stock
certificates for the Shares, the consideration paid for the Shares, plus
interest at a rate of 10% per annum from the date of payment for the Shares
through the date the Company receives notice of the New Shareholder's election
to rescind, less any amount of income the New Shareholder has received on the
stock. If a New Shareholder desires to accept the Rescission Offer but no longer
owns the Shares, such New Shareholder will receive an amount equal to the amount
that would be recoverable upon a tender of the Shares less the amount received
by the New Shareholder upon his or her disposition of the Shares.
The Company has sufficient working capital to fund the Rescission Offer,
regardless of the number of Shares, if any, tendered to the Company in response
to the Rescission Offer. If all or any portion of the New Shareholders accept
the Rescission Offer, then proceeds of this offering will be reduced by $170 per
share tendered to the Company. Based on the prices of recent trades of the
Company's common stock and the year end 1995 results of operations, management
of the Company anticipates that few, if any, New Shareholders will elect to
accept the Rescission Offer. Management has received no indications from any New
Shareholder of a desire to dispose of the Shares.
The Rescission Offer will remain open for 30 days from the date the New
Shareholder receives this prospectus and the Notice of Rescission Offer. If a
New Shareholder elects to rescind, he or she must respond within 30 days to the
Company, Attention: Bill Richmond, Chief Financial Officer of the Company, by
forwarding the "Election Form" attached to the Notice of Rescission Offer and by
tendering the original stock certificates for the Shares. The "Election Form"
must be returned to the Company by certified mail, return receipt requested. The
Company will promptly tender the amount owed to the New Shareholder under the
terms of this Rescission Offer.
This Prospectus regarding the offer of the Shares pursuant to a
registration statement that has been filed with and declared effective by the
Securities and Exchange Commission will accompany each Notice of Rescission
Offer to each New Shareholder.
If a New Shareholder elects to retain his or her Shares, such election must
be reflected on the "Election Form." In this case, the New Shareholder should
sign the Rejection of Rescission, along with the Acknowledgement of receipt of
and opportunity to review this Prospectus, and the Conformation of the decision
to purchase the Shares, and return the "Election Form" to the Company,
Attention: Bill Richmond, Chief
15
<PAGE> 18
Financial Officer of the Company. The "Election Form" must be returned to the
Company by certified mail, return receipt requested.
If upon the expiration of 30 days from a New Shareholder's receipt of this
letter, the Company has not received a response requesting rescission, the
Rescission Offer will be deemed to have been rejected, and the Company will be
entitled to assume that the New Shareholder has received this Prospectus
regarding the Shares, has had the opportunity to review it and has elected to
retain the Shares.
NEW SHAREHOLDERS ARE URGED TO CONSULT WITH INDEPENDENT COUNSEL BEFORE
DECIDING WHETHER TO ACCEPT OR REJECT THE RESCISSION OFFER IN ORDER TO BE FULLY
INFORMED ABOUT THE TAX AND LEGAL CONSEQUENCES RELATED TO EITHER CHOICE.
FEDERAL INCOME TAX CONSEQUENCES OF THE RESCISSION OFFER
If a New Shareholder accepts the Rescission Offer, such shareholder will
have income to the extent he or she receives payment from the Company in excess
of the amount initially paid for the Shares, which would be the amount of
interest to be paid. Interest will be paid at the rate of 10% per annum from the
date of payment for the Shares through the date the Company receives notice of
the New Shareholder's election to rescind, less any amount of income the New
Shareholder has received on the stock. For federal income tax purposes, such
income will be taxable as ordinary income. NEW SHAREHOLDERS ARE URGED TO CONSULT
THEIR TAX ADVISORS IN REGARD TO THE SPECIFIC FEDERAL AND STATE TAX CONSEQUENCES
TO THEM OF ACCEPTING THE RESCISSION OFFER.
CURRENT MARKET PRICES OF THE COMMON STOCK
Based on information available to the Company, during the twelve months
ended December 31, 1995, 95 stock transactions involving 7,514 shares of the
Company's common stock occurred in which the stock traded for prices ranging
from $170 to $190 per share, excluding the purchases of the 5,009 Shares by the
New Shareholders which are subject to the Rescission Offer. During the period
from January 1, 1996 to March 22, 1996, 65 stock transactions involving 3,278
shares of the common stock of the Company have occurred, at a price of $190 per
share.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Stock offered
hereby is estimated to be $801,740, after deducting the estimated offering
expenses.
The Company has sufficient working capital to fund the Rescission Offer,
regardless of the number of Shares, if any, tendered to the Company in response
to the Rescission Offer. If all or any portion of the New Shareholders accept
the Rescission Offer, then proceeds of this offering will be reduced by $170 per
share tendered to the Company.
16
<PAGE> 19
The net proceeds of the offering will be used for general corporate
purposes, including capital contributions to the Banks, the financing of
possible future acquisitions of other financial institutions, the possible
repayment of borrowings, and additional working capital.
On September 11, 1995, the Company entered into a Stock Purchase Agreement
with William C. Adams, Sr., Ann S. Adams and William C. Adams, Jr. (the
"Sellers"), the sole shareholders of Premier Bancshares, Inc., the one bank
holding company for Premier Bank of East Tennessee, Niota, Tennessee. This
Agreement provided for the Company's acquisition from the Sellers of 100% of the
outstanding shares of Premier Bancshares, Inc. for a purchase price of
$3,140,000. This acquisition was consummated on January 1, 1996 with the Company
delivering cash to the Sellers of $708,582 and the Company's promissory notes to
the Sellers in the aggregate principal amounts of $2,431,418. To the extent that
the working capital of the Company serves as the source of funds in the future
to repay the promissory notes to the Sellers, proceeds of this offering may be
included in such working capital.
The Company currently has no plans, understandings, arrangements or
agreements, written or oral, with respect to any specific acquisition prospect,
and is not presently negotiating with any other party with respect thereto.
After the consummation of this offering, the net proceeds may be invested
by the Company in short-term interest-bearing securities or certificates of
deposits. Although the Company does not currently anticipate significant changes
in the allocation of net proceeds described above, the allocation may vary as
necessary to respond to changing circumstances.
DETERMINATION OF OFFERING PRICE
In May 1995, the Board of Directors of the Company approved offering the
Common Stock of the Company at a price of $170 a share, with such price being
based solely on recent trading prices in the Common Stock. In determining the
offering price of $170 per share, the Board considered that from January 2, 1995
to the date of commencement of the initial offering in May 1995, based on
information available to the Company, there were fifteen stock transactions
involving 645 shares of the Common Stock of the Company. Each of these
transactions was at $170 per share. The Company obtains information regarding
the number of stock transactions, the number of shares traded and the trading
price per share based solely on information, if any, provided by shareholders to
Greene County Bank, which serves as the transfer agent for Greene County
Bancshares, Inc. Based on information available to the Company, during the
period from January 1, 1996 to March 22, 1996, 65 stock transactions involving
3,278 shares of the common stock of the Company have occurred, at a price of
$190 per share.
17
<PAGE> 20
PLAN OF DISTRIBUTION
On May 31, 1995, the Company forwarded a letter to several hundred
potential subscribers for common stock of the Company. The response to the
letter resulted in the sale of 5,009 shares of the Company's common stock to New
Shareholders. The Company received approximately $851,530 in payment for the
newly issued common shares. No commissions or other fees were paid or received
by the Company or any other person in connection with the sale of such shares.
The Company, simultaneously with this offering, is making a rescission offer to
the New Shareholders. The need for the Rescission Offer arises from the sale of
the common stock to the New Shareholders without registration with the
Securities and Exchange Commission and the necessary state securities divisions
or the availability of an exemption from registration. See "Risk Factors -
Simultaneous Rescission Offer."
The New Shareholders will receive the Rescission Offer along with a copy of
this Prospectus. No commissions or other fees have been or will be paid or
received by the Company or any other person in connection with the sale of the
Common Stock. Any Shares tendered pursuant to the Rescission Offer will not be
offered for sale by the Company but will become authorized, unissued shares.
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 1,000,000 shares of Common Stock, par
value $10 per share. As of December 31, 1995, 442,444 shares of Common Stock of
the Company were issued and outstanding, not including the 5,009 Shares issued
to New Shareholders and subject to the Rescission Offer. See "Risk Factors -
Simultaneous Rescission Offer."
The holders of Common Stock are entitled to one vote per share and do not
have any preemptive rights to purchase any securities subsequently issued by the
Company. The absence of preemptive rights could cause the dilution of the
shareholder's interest in the Company without the specific authority of the
shareholders.
The holders of Common Stock are entitled to receive dividends as may be
declared by the Board of Directors of the Company with respect to the Common
Stock out of funds legally available therefore. In the event of liquidation,
dissolution or winding-up of the affairs of the Company, the holders of
outstanding shares of Common Stock will be entitled to share pro rata according
to their respective interests in the Company's assets and funds remaining after
payment or provision for payment of all debts and other liabilities of the
Company.
18
<PAGE> 21
The shareholders of the Company have no cumulative voting rights. The
absence of cumulative voting rights means that Company shareholders representing
a plurality of the Company's shares will be able to elect the entire Board of
Directors and the remaining shareholders representing a minority of the
Company's shares will not be able to elect any directors.
The outstanding shares of Common Stock are, and those shares to be issued
by the Company in connection with this offering will be, when issued, fully paid
and nonassessable.
TRANSACTIONS WITH MANAGEMENT
The Company's directors and officers, as well as business organizations
and individuals associated with them, are customers of the subsidiary Banks and
had normal banking transactions with the Banks during 1995. All loan
transactions are made in the ordinary course of business, on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with unrelated borrowers and do not involve
more than the normal risk of collectibility or present other unfavorable
features. All future transactions with such persons will be on terms no less
favorable than could be approved by a majority of the directors including the
majority of disinterested directors.
INFORMATION WITH RESPECT TO THE COMPANY
ANNUAL REPORT FOR YEAR ENDED DECEMBER 31, 1995
This Prospectus is accompanied by a copy of the Company's latest report on
Form 10-K to the Securities and Exchange Commission.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Gerrish & McCreary, P.C, Memphis, Tennessee.
EXPERTS
The balance sheets as of December 31, 1995 and 1994 and the statements of
income, shareholders' equity, and cash flows for the years ended December 31,
1995 and 1994, incorporated by reference and delivered with this Prospectus,
have been included herein in reliance on the report, which includes an
explanatory paragraph regarding the Company's change in methods of accounting
for investment securities and income taxes effective January 1, 1994 and 1993,
respectively, of Coopers & Lybrand L.L.P., independent accountants, given on
the authority of that firm as experts in accounting and auditing.
The statement of income, changes in shareholders' equity, and cash flows
for the year ended December 31, 1993, incorporated by reference and delivered
with this Prospectus, have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in accounting and auditing.
19
<PAGE> 22
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses of this offering include:
SEC Registration Fees $ 351.72
Accounting Fees and Expenses* 25,000.00
Costs of Printing and Engraving* 3,500.00
Legal Fees and Expenses* 30,000.00
Blue Sky Fees and Expenses 2,438.33
Miscellaneous Expenses* 1,000.00
----------
Total $62,290.05
(*) Indicates estimated amount
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Tennessee Business Corporation Act (the "Tennessee 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 interests; (b) in all other cases, that his conduct was at least
not opposed to its best interests; 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 a 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 Tennessee Act further provides that unless limited by its charter, 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.
II - 1
<PAGE> 23
The Tennessee 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) affirmation of his good faith belief that he has met
the required standard of conduct; and (ii) undertaking, executed personally or
on his behalf, to repay the advance if it is ultimately determined that he is
not entitled to indemnification. 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 the requisite number of
shares.
A corporation also may 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 Greene County Bancshares, Inc. contains the following
indemnification provision:
The corporation from time to time may provide either directly, or indirectly
through the purchase of insurance, for the indemnification of directors,
officers, employees and agents of the corporation and of any of its
subsidiaries to the fullest extent permitted by law.
The directors and officers of the Company are covered by an insurance policy in
the amount of $5,000,000 by the CNA insurance company.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
<S> <C>
3.1 Charter of the Company, as amended***
3.2 Bylaws of the Company, as amended***
4.1 See Exhibits 3.1 and 3.2 for provisions of the Charter, as
amended, and the Bylaws, as amended, of the Company
defining rights of holders of the Company's Common Stock***
4.2(a) Tennessee Form of Notice of Rescission Offer and Election Form
(b) Georgia Form of Notice of Rescission Offer and Election Form
(c) South Carolina Form of Notice of Rescission Offer and Election Form
(d) North Carolina Form of Notice of Rescission Offer and Election Form
(e) California Form of Notice of Rescission Offer and Election Form
(f) New York Form of Notice of Rescission Offer and Election Form
(g) Virginia Form of Notice of Rescission Offer and Election Form
5 Opinion of Gerrish and McCreary, P.C. re: legality***
10.1 Employment Agreement between Company and R. Stan Puckett*
10.2 Employment Agreement between Company and Davis Stroud**
</TABLE>
II - 2
<PAGE> 24
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
<S> <C>
10.3 Employment Agreement between Company, Premier Bank of East
Tennessee and William C. Adams, Jr., dated January 1, 1996.***
10.4 Noncompetition Agreement between Company and William C. Adams,
Sr., dated January 1, 1996.***
10.5 Noncompetition Agreement between Company and William C. Adams,
Jr., dated January 1, 1996.***
21 Subsidiaries of the Company***
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Gerrish and McCreary, P.C. (contained in Exhibit 5 to the
Registration Statement)***
24 Power of Attorney (contained in the Signature section of the Registration
Statement)***
</TABLE>
* Incorporated herein by reference to exhibits filed with Form 10-K
Annual Report for year ended December 31, 1994.
** Incorporated herein by reference to exhibits filed with Form S-14
Registration Statement under the Securities Act of 1933,
Registration No. 2-96273.
*** Previously filed with this Registration Statement.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company, will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The Company hereby undertakes that for purposes of determining any liability
under the Securities Act, the Company will treat the information omitted from
the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in the form of prospectus filed by the Company
under Rule 434(b)(1), or (4), or 497(h) under the Securities Act as part of this
registration statement as of the time the Commission declared it effective.
II - 3
<PAGE> 25
The Company hereby undertakes that for purposes of determining any liability
under the Securities Act, the Company will treat each post-effective amendment
that contains a form of prospectus as a new registration statement for the
securities offered in the registration statement, and the offering of the
securities at that time as the initial bona fide offering of those securities.
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 of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (in the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table to the effective 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, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.
II - 4
<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Greene
County Bancshares, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-2 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greeneville, State of Tennessee, on
March 28, 1996.
GREENE COUNTY BANCSHARES, INC.
By: /s/ R. Stan Puckett
---------------------------------
R. Stan Puckett
President (Principal Executive Officer)
By: /s/ Bill Richmond
---------------------------------
Bill Richmond
Senior Vice President (Chief Financial Officer)
II - 5
<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
<S> <C>
3.1 Charter of the Company, as amended***
3.2 Bylaws of the Company, as amended***
4.1 See Exhibits 3.1 and 3.2 for provisions of the Charter, as amended, and
the Bylaws, as amended, of the Company defining rights of holders of the
Company's Common Stock***
4.2(a) Tennessee Form of Notice of Rescission Offer and Election Form
(b) Georgia Form of Notice of Rescission Offer and Election Form
(c) South Carolina Form of Notice of Rescission Offer and Election Form
(d) North Carolina Form of Notice of Rescission Offer and Election Form
(e) California Form of Notice of Rescission Offer and Election Form
(f) New York Form of Notice of Rescission Offer and Election Form
(g) Virginia Form of Notice of Rescission Offer and Election Form
5 Opinion of Gerrish and McCreary, P.C. re: legality***
10.1 Employment Agreement between Company and R. Stan Puckett*
10.2 Employment Agreement between Company and Davis Stroud**
10.3 Employment Agreement between Company, Premier Bank of East
Tennessee and William C. Adams, Jr., dated January 1, 1996.***
10.4 Noncompetition Agreement between Company and William C. Adams,
Sr., dated January 1, 1996.***
10.5 Noncompetition Agreement between Company and William C. Adams,
Jr., dated January 1, 1996.***
21 Subsidiaries of the Company***
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Gerrish and McCreary, P.C. (contained in Exhibit 5 to the
Registration Statement)***
24 Power of Attorney (contained in the Signature section of the Registration
Statement)***
</TABLE>
* Incorporated herein by reference to exhibits filed with Form 10-K
Annual Report for year ended December 31, 1995.
** Incorporated herein by reference to exhibits filed with Form S-14
Registration Statement under the Securities Act of 1933,
Registration No. 2-96273.
*** Previously filed.
<PAGE> 1
EXHIBIT 4.2(A)
<PAGE> 2
TENNESSEE FORM OF NOTICE OF RESCISSION OFFER
GREENE COUNTY BANCSHARES, INC.
MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
BY CERTIFIED MAIL
RETURN RECEIPT REQUESTED
[Name and Address of New Shareholder]
Re: Offer of Rescission
Dear :
On , 1995, Greene County Bancshares, Inc. (the
"Company") sold to you shares of its Common Stock, par
value $10 per share (the "Shares"), at a price of $170 per share.
The Tennessee Securities Act of 1980, as amended (the "Act"), provides in
Section 48-2-104 that it is unlawful for any person to sell any security in
Tennessee unless the security is registered or exempt from the registration
requirements under the Act. The Shares sold to you were neither registered nor
exempt from registration; therefore, the offer and sale of these Shares were
made in violation of Sections 48-2-104 and 48-2-107 of the Act.
Pursuant to Section 48-2-122 of the Act and the November 14, 1986 Policy
Statement of the Tennessee Securities Division on rescission offers, the Company
is offering to rescind the sale of its common stock to you and refund to you,
upon tender of the stock certificate for the Shares, the consideration you paid
for the stock, plus interest at a rate of 10% per annum from the date of payment
through the date the Company receives notice of your election to rescind, less
any amount of income you have received on the stock.
This rescission offer will remain open for 30 days from the date you receive
this letter.
Should you elect to rescind, you must respond within 30 days to the Company,
Attention: Bill Richmond, Chief Financial Officer of the Company, by so
indicating on the enclosed "Election Form" and by tendering your original stock
certificates. The "Election Form" must be returned to the Company by certified
mail, return receipt requested. The Company will promptly tender the amount owed
to you under the terms of this rescission offer.
A Prospectus is enclosed regarding the offer of the Shares pursuant
to a registration statement that has been filed with and declared
effective by the Securities and Exchange Commission. The
<PAGE> 3
registration statement also has been filed with the Tennessee Securities
Division and its effectiveness with that Division is conditioned upon the
concurrent delivery of this rescission offer with the enclosed Prospectus. The
Prospectus describes the offer, the Shares and the Company. You should review
the Prospectus carefully before you decide if you want to elect to retain your
Shares.
Should you elect to retain your shares, please record your election on the
enclosed "Election Form," sign the Rejection of Rescission, along with the
Acknowledgement that you received and have had the opportunity to review the
Prospectus, and the Confirmation of your decision to purchase the Shares, and
return the "Election Form" to the Company, Attention: Bill Richmond, Chief
Financial Officer of the Company. The "Election Form" must be returned to the
Company by certified mail, return receipt requested.
If upon the expiration of 30 days from your receipt of this letter, the Company
has not received a response requesting rescission, this offer of rescission will
be deemed to have been rejected, and the Company will be entitled to assume that
you have received the Prospectus regarding the shares, have had the opportunity
to review it and have elected to retain your shares.
You may wish to consult with independent counsel before deciding whether to
accept or reject this rescission offer in order to be fully informed about the
tax and legal consequences related to either choice.
Very truly yours,
GREENE COUNTY BANCSHARES, INC.
<PAGE> 4
ELECTION FORM
GREENE COUNTY BANCSHARES, INC.
BOX 1120
GREENEVILLE, TENNESSEE 37744
PLEASE EXECUTE EITHER THE
DEMAND FOR RESCISSION
OR
REJECTION OF RESCISSION AND ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
*******************************************************************************
DEMAND FOR RESCISSION
The undersigned elects to rescind my investment in the common stock of
Greene County Bancshares, Inc. (the "Company") of $ made by me
on , and hereby accepts the rescission offer of the Company to
repurchase all my shares in accordance with the Notice of Rescission Offer.
- ------------------------------------
Name of Investor (Please Print)
- ------------------------------------ -------------------------
Signature Date
Please provide the address to which your check should be sent in the event of
your rescission.
-----------------------------------
-----------------------------------
-----------------------------------
*******************************************************************************
REJECTION OF RESCISSION, ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
The undersigned elects not to rescind my investment in the common stock of
Greene County Bancshares, Inc. of $ made by me on , and
hereby rejects such rescission in accordance with the Notice of Rescission
Offer dated ; and acknowledges that I have received and had the
opportunity to review the Prospectus for Common Stock of the Company
dated , 1995; and confirms my decision to purchase shares of Common
Stock of the Company.
- ---------------------------------------
Name of Investor (Please Print)
- --------------------------------------- ----------------------------
Signature Date
RETURN BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO:
Greene County Bancshares, Inc.
Attention: Bill Richmond
Box 1120
Greeneville, Tennessee 37744
IF NO CHOICE IS MADE PRIOR TO THE EXPIRATION OF 30 DAYS FROM YOUR RECEIPT OF
THIS RESCISSION OFFER, THIS RESCISSION OFFER WILL BE DEEMED TO HAVE BEEN
REJECTED, AND THE COMPANY WILL BE ENTITLED TO ASSUME THAT YOU HAVE RECEIVED AND
HAD THE OPPORTUNITY TO REVIEW THE PROSPECTUS AND HAVE ELECTED TO RETAIN YOUR
SHARES.
<PAGE> 1
EXHIBIT 4.2(B)
<PAGE> 2
GEORGIA FORM OF NOTICE OF RESCISSION OFFER
GREENE COUNTY BANCSHARES, INC.
MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
BY CERTIFIED MAIL
RETURN RECEIPT REQUESTED
[Name and Address of New Shareholder]
Re: Offer of Rescission
Dear :
On , 1995, Greene County Bancshares, Inc. (the
"Company") sold to you shares of its Common Stock, par
value $10 per share (the "Shares"), at a price of $170 per share.
The Georgia Uniform Securities Act of 1973, as amended (the "Act"), provides in
Section 10-5-5 that it is unlawful for any person to sell any security in
Georgia unless the security is registered or exempt from the registration
requirements under the Act. The Shares sold to you were neither registered nor
exempt from registration; therefore, the offer and sale of these Shares were
made in violation of Sections 10-5-5 and 10-5-6 of the Act.
Pursuant to Section 10-5-14 of the Act, the Company is offering to rescind the
sale of its common stock to you and refund to you, upon tender of the stock
certificate for the Shares, the consideration you paid for the stock, plus
interest at a rate of 10% per annum from the date of payment through the date
the Company receives notice of your election to rescind, less any amount of
income you have received on the stock.
This rescission offer will remain open for 30 days from the date you receive
this letter.
Should you elect to rescind, you must respond within 30 days to the Company,
Attention: Bill Richmond, Chief Financial Officer of the Company, by so
indicating on the enclosed "Election Form" and by tendering your original stock
certificates. The "Election Form" must be returned to the Company by certified
mail, return receipt requested. The Company will promptly tender the amount owed
to you under the terms of this rescission offer.
A Prospectus is enclosed regarding the offer of the Shares pursuant
to a registration statement that has been filed with and declared
effective by the Securities and Exchange Commission. The
registration statement also has been filed with and become
effective with the Georgia Commissioner of Securities. The
<PAGE> 3
Prospectus describes the offer, the Shares and the Company. You should review
the Prospectus carefully before you decide if you want to elect to retain your
Shares.
Should you elect to retain your shares, please record your election on the
enclosed "Election Form," sign the Rejection of Rescission, along with the
Acknowledgement that you received and have had the opportunity to review the
Prospectus, and the Confirmation of your decision to purchase the Shares, and
return the "Election Form" to the Company, Attention: Bill Richmond, Chief
Financial Officer of the Company. The "Election Form" must be returned to the
Company by certified mail, return receipt requested.
If upon the expiration of 30 days from your receipt of this letter, the Company
has not received a response requesting rescission, this offer of rescission will
be deemed to have been rejected, and the Company will be entitled to assume that
you have received the Prospectus regarding the shares, have had the opportunity
to review it and have elected to retain your shares.
You may wish to consult with independent counsel before deciding whether to
accept or reject this rescission offer in order to be fully informed about the
tax and legal consequences related to either choice.
Very truly yours,
GREENE COUNTY BANCSHARES, INC.
Stan Puckett, President
<PAGE> 4
ELECTION FORM
GREENE COUNTY BANCSHARES, INC.
BOX 1120
GREENEVILLE, TENNESSEE 37744
PLEASE EXECUTE EITHER THE
DEMAND FOR RESCISSION
OR
REJECTION OF RESCISSION AND ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
*******************************************************************************
DEMAND FOR RESCISSION
The undersigned elects to rescind my investment in the common stock of
Greene County Bancshares, Inc. (the "Company") of $ made by me
on , and hereby accepts the rescission offer of the Company to
repurchase all my shares in accordance with the Notice of Rescission Offer.
- -----------------------------------------
Name of Investor (Please Print)
- ----------------------------------------- --------------------------
Signature Date
Please provide the address to which your check should be sent in the event of
your rescission.
-----------------------------------
-----------------------------------
-----------------------------------
*******************************************************************************
REJECTION OF RESCISSION, ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
The undersigned elects not to rescind my investment in the common stock of
Greene County Bancshares, Inc. of $ made by me on , and hereby
rejects such rescission in accordance with the Notice of Rescission Offer
dated ; and acknowledges that I have received and had the opportunity
to review the Prospectus for Common Stock of the Company dated ,
1995; and confirms my decision to purchase shares of Common Stock of the
Company.
- ----------------------------------------
Name of Investor (Please Print)
- ---------------------------------------- ---------------------------
Signature Date
RETURN BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO:
Greene County Bancshares, Inc.
Attention: Bill Richmond
Box 1120
Greeneville, Tennessee 37744
IF NO CHOICE IS MADE PRIOR TO THE EXPIRATION OF 30 DAYS FROM YOUR RECEIPT OF
THIS RESCISSION OFFER, THIS RESCISSION OFFER WILL BE DEEMED TO HAVE BEEN
REJECTED, AND THE COMPANY WILL BE ENTITLED TO ASSUME THAT YOU HAVE RECEIVED AND
HAD THE OPPORTUNITY TO REVIEW THE PROSPECTUS AND HAVE ELECTED TO RETAIN YOUR
SHARES.
<PAGE> 1
EXHIBIT 4.2(C)
<PAGE> 2
SOUTH CAROLINA FORM OF NOTICE OF RESCISSION OFFER
GREENE COUNTY BANCSHARES, INC.
MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
BY CERTIFIED MAIL
RETURN RECEIPT REQUESTED
[Name and Address of New Shareholder]
Re: Offer of Rescission
Dear :
On , 1995, Greene County Bancshares, Inc. (the
"Company") sold to you shares of its Common Stock, par
value $10 per share (the "Shares"), at a price of $170 per share.
The South Carolina Uniform Securities Act, as amended (the "Act"), provides in
Section 35-1-810 that it is unlawful for any person to sell any security in
South Carolina unless the security is registered or exempt from the registration
requirements under the Act. The Shares sold to you were neither registered nor
exempt from registration; therefore, the offer and sale of these Shares were
made in violation of Sections 35-1-810 and 38-1-890 of the Act.
Pursuant to Section 35-1-1530 of the Act on rescission offers, the Company is
offering to rescind the sale of its common stock to you and refund to you, upon
tender of the stock certificate for the Shares, the consideration you paid for
the stock, plus interest at a rate of 10% per annum from the date of payment
through the date the Company receives notice of your election to rescind, less
any amount of income you have received on the stock.
This rescission offer will remain open for 30 days from the date you receive
this letter.
Should you elect to rescind, you must respond within 30 days to the Company,
Attention: Bill Richmond, Chief Financial Officer of the Company, by so
indicating on the enclosed "Election Form" and by tendering your original stock
certificates. The "Election Form" must be returned to the Company by certified
mail, return receipt requested. The Company will promptly tender the amount owed
to you under the terms of this rescission offer.
A Prospectus is enclosed regarding the offer of the Shares pursuant to a
registration statement that has been filed with and declared effective by the
Securities and Exchange Commission. The registration statement also has been
filed with and become
<PAGE> 3
effective with the South Carolina Securities Commissioner. The Prospectus
describes the offer, the Shares and the Company. You should review the
Prospectus carefully before you decide if you want to elect to retain your
Shares.
Should you elect to retain your shares, please record your election on the
enclosed "Election Form," sign the Rejection of Rescission, along with the
Acknowledgement that you received and have had the opportunity to review the
Prospectus, and the Confirmation of your decision to purchase the Shares, and
return the "Election Form" to the Company, Attention: Bill Richmond, Chief
Financial Officer of the Company. The "Election Form" must be returned to the
Company by certified mail, return receipt requested.
If upon the expiration of 30 days from your receipt of this letter, the Company
has not received a response requesting rescission, this offer of rescission will
be deemed to have been rejected, and the Company will be entitled to assume that
you have received the Prospectus regarding the shares, have had the opportunity
to review it and have elected to retain your shares.
You may wish to consult with independent counsel before deciding whether to
accept or reject this rescission offer in order to be fully informed about the
tax and legal consequences related to either choice.
Very truly yours,
GREENE COUNTY BANCSHARES, INC.
Stan Puckett, President
<PAGE> 4
ELECTION FORM
GREENE COUNTY BANCSHARES, INC.
BOX 1120
GREENEVILLE, TENNESSEE 37744
PLEASE EXECUTE EITHER THE
DEMAND FOR RESCISSION
OR
REJECTION OF RESCISSION AND ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
*******************************************************************************
DEMAND FOR RESCISSION
The undersigned elects to rescind my investment in the common stock of
Greene County Bancshares, Inc. (the "Company") of $ made by me
on , and hereby accepts the rescission offer of the Company to
repurchase all my shares in accordance with the Notice of Rescission Offer.
- ----------------------------------------
Name of Investor (Please Print)
- ---------------------------------------- ----------------------
Signature Date
Please provide the address to which your check should be sent in the event of
your rescission.
-----------------------------------
-----------------------------------
-----------------------------------
*******************************************************************************
REJECTION OF RESCISSION, ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
The undersigned elects not to rescind my investment in the common stock of
Greene County Bancshares, Inc. of $ made by me on , and hereby
rejects such rescission in accordance with the Notice of Rescission Offer
dated ; and acknowledges that I have received and had the opportunity
to review the Prospectus for Common Stock of the Company dated , 1995;
and confirms my decision to purchase shares of Common Stock of the Company.
- -----------------------------------------
Name of Investor (Please Print)
- ----------------------------------------- -------------------------
Signature Date
RETURN BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO:
Greene County Bancshares, Inc.
Attention: Bill Richmond
Box 1120
Greeneville, Tennessee 37744
IF NO CHOICE IS MADE PRIOR TO THE EXPIRATION OF 30 DAYS FROM YOUR RECEIPT OF
THIS RESCISSION OFFER, THIS RESCISSION OFFER WILL BE DEEMED TO HAVE BEEN
REJECTED, AND THE COMPANY WILL BE ENTITLED TO ASSUME THAT YOU HAVE RECEIVED AND
HAD THE OPPORTUNITY TO REVIEW THE PROSPECTUS AND HAVE ELECTED TO RETAIN YOUR
SHARES.
<PAGE> 1
EXHIBIT 4.2(D)
<PAGE> 2
NORTH CAROLINA FORM OF NOTICE OF RESCISSION OFFER
GREENE COUNTY BANCSHARES, INC.
MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
BY CERTIFIED MAIL
RETURN RECEIPT REQUESTED
[Name and Address of New Shareholder]
Re: RESCISSION OFFER FOR GREENE COUNTY BANCSHARES, INC. COMMON
STOCK ISSUED _________________, 1995
Dear :
On , 1995, Greene County Bancshares, Inc. (the
"Company") sold to you shares of its Common Stock, par
value $10 per share (the "Shares"), at a price of $170 per share.
The North Carolina Securities Act, as amended (the "Act"), provides in Section
78A-24 that it is unlawful for any person to sell any security in North Carolina
unless the security is registered or exempt from the registration requirements
under the Act. The Shares sold to you were neither registered nor exempt from
registration; therefore, the offer and sale of these Shares were made in
violation of Sections 78A-24 and 78A-28 of the Act.
Pursuant to Section 78A-56 of the Act and Rule .1501 of the North Carolina
Administrative Code, Title 18, Ch. 6, on rescission offers, the Company is
offering to rescind the sale of its common stock to you and refund to you, upon
tender of the stock certificate for the Shares, the consideration you paid for
the stock, plus interest at a rate of 10% per annum from the date of payment
through the date the Company receives notice of your election to rescind, less
any amount of income you have received on the stock.
This rescission offer will remain open for 30 days from the date you receive
this letter.
Should you elect to rescind, you must respond within 30 days to the Company,
Attention: Bill Richmond, Chief Financial Officer of the Company, by so
indicating on the enclosed "Election Form" and by tendering your original stock
certificates. The "Election Form" must be returned to the Company by certified
mail, return receipt requested. The Company will promptly tender the amount owed
to you under the terms of this rescission offer.
<PAGE> 3
A Prospectus is enclosed regarding the offer of the Shares pursuant to a
registration statement that has been filed with and declared effective by the
Securities and Exchange Commission. The registration statement also has been
filed and become effective with the North Carolina Secretary of State. The
Prospectus describes the offer, the Shares and the Company. You should review
the Prospectus carefully before you decide if you want to elect to retain your
Shares.
Should you elect to retain your shares, please record your election on the
enclosed "Election Form," sign the Rejection of Rescission, along with the
Acknowledgement that you received and have had the opportunity to review the
Prospectus, and the Confirmation of your decision to purchase the Shares, and
return the "Election Form" to the Company, Attention: Bill Richmond, Chief
Financial Officer of the Company. The "Election Form" must be returned to the
Company by certified mail, return receipt requested.
If upon the expiration of 30 days from your receipt of this letter, the Company
has not received a response requesting rescission, this offer of rescission will
be deemed to have been rejected, and the Company will be entitled to assume that
you have received the Prospectus regarding the shares, have had the opportunity
to review it and have elected to retain your shares.
You may wish to consult with independent counsel before deciding whether to
accept or reject this rescission offer in order to be fully informed about the
tax and legal consequences related to either choice.
Very truly yours,
GREENE COUNTY BANCSHARES, INC.
Stan Puckett, President
<PAGE> 4
ELECTION FORM
GREENE COUNTY BANCSHARES, INC.
BOX 1120
GREENEVILLE, TENNESSEE 37744
PLEASE EXECUTE EITHER THE
DEMAND FOR RESCISSION
OR
REJECTION OF RESCISSION AND ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
*******************************************************************************
DEMAND FOR RESCISSION
The undersigned elects to rescind my investment in the common stock of
Greene County Bancshares, Inc. (the "Company") of $ made by me
on , and hereby accepts the rescission offer of the Company to
repurchase all my shares in accordance with the Notice of Rescission Offer.
- ---------------------------------------
Name of Investor (Please Print)
- --------------------------------------- -----------------------
Signature Date
Please provide the address to which your check should be sent in the event of
your rescission.
-----------------------------------
-----------------------------------
-----------------------------------
*******************************************************************************
REJECTION OF RESCISSION, ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
The undersigned elects not to rescind my investment in the common stock of
Greene County Bancshares, Inc. of $ made by me on , and hereby
rejects such rescission in accordance with the Notice of Rescission Offer
dated ; and acknowledges that I have received and had the opportunity
to review the Prospectus for Common Stock of the Company dated , 1995;
and confirms my decision to purchase shares of Common Stock of the Company.
- ---------------------------------------
Name of Investor (Please Print)
- --------------------------------------- --------------------------
Signature Date
RETURN BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO:
Greene County Bancshares, Inc.
Attention: Bill Richmond
Box 1120
Greeneville, Tennessee 37744
IF NO CHOICE IS MADE PRIOR TO THE EXPIRATION OF 30 DAYS FROM YOUR RECEIPT OF
THIS RESCISSION OFFER, THIS RESCISSION OFFER WILL BE DEEMED TO HAVE BEEN
REJECTED, AND THE COMPANY WILL BE ENTITLED TO ASSUME THAT YOU HAVE RECEIVED AND
HAD THE OPPORTUNITY TO REVIEW THE PROSPECTUS AND HAVE ELECTED TO RETAIN YOUR
SHARES.
<PAGE> 1
EXHIBIT 4.2(E)
<PAGE> 2
CALIFORNIA FORM OF NOTICE OF RESCISSION OFFER
THIS OFFER OF REPURCHASE HAS BEEN APPROVED BY THE COMMISSIONER OF CORPORATIONS
IN ACCORDANCE WITH SECTION 25507(b) OF THE CORPORATE SECURITIES LAW OF 1968 ONLY
AS TO ITS FORM. SUCH APPROVAL DOES NOT IMPLY A FINDING BY THE COMMISSIONER THAT
ANY STATEMENTS MADE HEREIN OR IN ANY ACCOMPANYING DOCUMENTS ARE TRUE OR
COMPLETE; NOR DOES IT IMPLY A FINDING THAT THE AMOUNT OFFERED BY THE SELLER IS
EQUAL TO THE AMOUNT RECOVERABLE BY THE BUYER OF THIS SECURITY IN ACCORDANCE WITH
SECTION 25503 IN A SUIT AGAINST THE SELLER, AND THE COMMISSIONER DOES NOT
ENDORSE THE OFFER AND MAKES NO RECOMMENDATION AS TO ITS ACCEPTANCE OR REJECTION.
GREENE COUNTY BANCSHARES, INC.
MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
BY CERTIFIED MAIL
RETURN RECEIPT REQUESTED
[Name and Address of New Shareholder]
Re: Offer of Rescission
Dear :
On , 1995, Greene County Bancshares, Inc. (the
"Company") sold to you shares of its Common Stock, par
value $10 per share (the "Shares"), at a price of $170 per share.
The California Corporate Securities Law of 1968, as amended (the "Act"),
provides in Section 25110 that it is unlawful for any person to sell any
security in California unless the security is qualified or exempt from the
qualification requirements under the Act. The Shares sold to you were neither
registered nor exempt from qualification; therefore, the offer and sale of these
Shares may have been made in violation of Section 25110 of the Act.
Pursuant to Section 25503, you are entitled to maintain an action to recover the
consideration paid for the shares with interest at the legal rate of 7% less the
amount of any income received from the shares.
Pursuant to Section 25507 of the Act on rescission offers, the Company is
offering to rescind the sale of its common stock to you and refund to you, upon
tender of the stock certificate for the Shares, the consideration you paid for
the stock, plus interest at a rate of 10% per annum from the date of payment
through the date the Company receives notice of your election to rescind, less
any amount of income you have received on the stock. The making of this
rescission terminates your rights under Section 25503 to
<PAGE> 3
maintain a suit. However, the rescission offer does not foreclose your rights
under Section 25500, 25501, 25502 of the Act or under the common law. The
Commissioner of Corporations for California has the authority to impose a legend
condition restricting transferability of the security under Section 25534 of the
Act.
This rescission offer will remain open for 30 days from the date you receive
this letter.
Should you elect to rescind, you must respond within 30 days to the Company,
Attention: Bill Richmond, Chief Financial Officer of the Company, by so
indicating on the enclosed "Election Form" and by tendering your original stock
certificates. The "Election Form" must be returned to the Company by certified
mail, return receipt requested. The Company will promptly tender the amount owed
to you under the terms of this rescission offer.
A Prospectus is enclosed regarding the offer of the Shares pursuant to a
registration statement that has been filed with and declared effective by the
Securities and Exchange Commission. The registration statement also has been
filed with the California Department of Corporations and its effectiveness with
that Department is conditioned upon the concurrent delivery of this rescission
offer with the enclosed Prospectus. The Prospectus describes the offer, the
Shares and the Company. You should review the Prospectus carefully before you
decide if you want to elect to retain your Shares.
Should you elect to retain your shares, please record your election on the
enclosed "Election Form," sign the Rejection of Rescission, along with the
Acknowledgement that you received and have had the opportunity to review the
Prospectus, and the Confirmation of your decision to purchase the Shares, and
return the "Election Form" to the Company, Attention: Bill Richmond, Chief
Financial Officer of the Company. The "Election Form" must be returned to the
Company by certified mail, return receipt requested.
If upon the expiration of 30 days from your receipt of this letter, the Company
has not received a response requesting rescission, this offer of rescission will
be deemed to have been rejected, and the Company will be entitled to assume that
you have received the Prospectus regarding the shares, have had the opportunity
to review it and have elected to retain your shares.
You may wish to consult with independent counsel before deciding whether to
accept or reject this rescission offer in order to be fully informed about the
tax and legal consequences related to either choice.
Very truly yours,
GREENE COUNTY BANCSHARES, INC.
<PAGE> 4
ELECTION FORM
GREENE COUNTY BANCSHARES, INC.
BOX 1120
GREENEVILLE, TENNESSEE 37744
PLEASE EXECUTE EITHER THE
DEMAND FOR RESCISSION
OR
REJECTION OF RESCISSION AND ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
*******************************************************************************
DEMAND FOR RESCISSION
The undersigned elects to rescind my investment in the common stock of
Greene County Bancshares, Inc. (the "Company") of $ made by me
on , and hereby accepts the rescission offer of the Company to
repurchase all my shares in accordance with the Notice of Rescission Offer.
- ---------------------------------------
Name of Investor (Please Print)
- --------------------------------------- ----------------------
Signature Date
Please provide the address to which your check should be sent in the event of
your rescission.
-----------------------------------
-----------------------------------
-----------------------------------
*******************************************************************************
REJECTION OF RESCISSION, ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
The undersigned elects not to rescind my investment in the common stock of
Greene County Bancshares, Inc. of $ made by me on , and hereby
rejects such rescission in accordance with the Notice of Rescission Offer
dated ; and acknowledges that I have received and had the opportunity
to review the Prospectus for Common Stock of the Company dated , 1995;
and confirms my decision to purchase shares of Common Stock of the Company.
- ---------------------------------------
Name of Investor (Please Print)
- --------------------------------------- -----------------------
Signature Date
RETURN BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO:
Greene County Bancshares, Inc.
Attention: Bill Richmond
Box 1120
Greeneville, Tennessee 37744
IF NO CHOICE IS MADE PRIOR TO THE EXPIRATION OF 30 DAYS FROM YOUR RECEIPT OF
THIS RESCISSION OFFER, THIS RESCISSION OFFER WILL BE DEEMED TO HAVE BEEN
REJECTED, AND THE COMPANY WILL BE ENTITLED TO ASSUME THAT YOU HAVE RECEIVED AND
HAD THE OPPORTUNITY TO REVIEW THE PROSPECTUS AND HAVE ELECTED TO RETAIN YOUR
SHARES.
<PAGE> 1
EXHIBIT 4.2(F)
<PAGE> 2
NEW YORK FORM OF NOTICE OF RESCISSION OFFER
GREENE COUNTY BANCSHARES, INC.
MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
BY CERTIFIED MAIL
RETURN RECEIPT REQUESTED
[Name and Address of New Shareholder]
Re: Offer of Rescission
Dear :
On , 1995, Greene County Bancshares, Inc. (the
"Company") sold to you shares of its Common Stock, par
value $10 per share (the "Shares"), at a price of $170 per share.
The New York Fraudulent Practices Act, as amended (the "Act"), provides in
Section 359-e that it is unlawful for any dealer, as defined in the Act, to sell
any security in New York unless the security is registered or exempt from the
registration requirements under the Act. The Shares sold to you were neither
registered nor exempt from registration; therefore, the offer and sale of these
Shares may have been made in violation of Section 359-e of the Act.
The Company is offering to rescind the sale of its common stock to you and
refund to you, upon tender of the stock certificate for the Shares, the
consideration you paid for the stock, plus interest at a rate of 10% per annum
from the date of payment through the date the Company receives notice of your
election to rescind, less any amount of income you have received on the stock.
This rescission offer will remain open for 30 days from the date you receive
this letter.
Should you elect to rescind, you must respond within 30 days to the Company,
Attention: Bill Richmond, Chief Financial Officer of the Company, by so
indicating on the enclosed "Election Form" and by tendering your original stock
certificates. The "Election Form" must be returned to the Company by certified
mail, return receipt requested. The Company will promptly tender the amount owed
to you under the terms of this rescission offer.
A Prospectus is enclosed regarding the offer of the Shares pursuant to a
registration statement that has been filed with and declared effective by the
Securities and Exchange Commission. The registration statement also has been
filed with the New York Attorney General and its effectiveness with that office
is conditioned upon the concurrent delivery of this rescission offer
<PAGE> 3
with the enclosed Prospectus. The Prospectus describes the offer, the Shares and
the Company. You should review the Prospectus carefully before you decide if you
want to elect to retain your Shares.
Should you elect to retain your shares, please record your election on the
enclosed "Election Form," sign the Rejection of Rescission, along with the
Acknowledgement that you received and have had the opportunity to review the
Prospectus, and the Confirmation of your decision to purchase the Shares, and
return the "Election Form" to the Company, Attention: Bill Richmond, Chief
Financial Officer of the Company. The "Election Form" must be returned to the
Company by certified mail, return receipt requested.
If upon the expiration of 30 days from your receipt of this letter, the Company
has not received a response requesting rescission, this offer of rescission will
be deemed to have been rejected, and the Company will be entitled to assume that
you have received the Prospectus regarding the shares, have had the opportunity
to review it and have elected to retain your shares.
You may wish to consult with independent counsel before deciding whether to
accept or reject this rescission offer in order to be fully informed about the
tax and legal consequences related to either choice.
Very truly yours,
GREENE COUNTY BANCSHARES, INC.
<PAGE> 4
ELECTION FORM
GREENE COUNTY BANCSHARES, INC.
BOX 1120
GREENEVILLE, TENNESSEE 37744
PLEASE EXECUTE EITHER THE
DEMAND FOR RESCISSION
OR
REJECTION OF RESCISSION AND ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
*******************************************************************************
DEMAND FOR RESCISSION
The undersigned elects to rescind my investment in the common stock of
Greene County Bancshares, Inc. (the "Company") of $ made by me
on , and hereby accepts the rescission offer of the Company to
repurchase all my shares in accordance with the Notice of Rescission Offer.
- --------------------------------------
Name of Investor (Please Print)
- -------------------------------------- -----------------------
Signature Date
Please provide the address to which your check should be sent in the event of
your rescission.
-----------------------------------
-----------------------------------
-----------------------------------
*******************************************************************************
REJECTION OF RESCISSION, ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
The undersigned elects not to rescind my investment in the common stock of
Greene County Bancshares, Inc. of $ made by me on , and hereby
rejects such rescission in accordance with the Notice of Rescission Offer
dated ; and acknowledges that I have received and had the opportunity
to review the Prospectus for Common Stock of the Company dated , 1995;
and confirms my decision to purchase shares of Common Stock of the Company.
- -----------------------------------------
Name of Investor (Please Print)
- ----------------------------------------- ----------------------
Signature Date
RETURN BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO:
Greene County Bancshares, Inc.
Attention: Bill Richmond
Box 1120
Greeneville, Tennessee 37744
IF NO CHOICE IS MADE PRIOR TO THE EXPIRATION OF 30 DAYS FROM YOUR RECEIPT OF
THIS RESCISSION OFFER, THIS RESCISSION OFFER WILL BE DEEMED TO HAVE BEEN
REJECTED, AND THE COMPANY WILL BE ENTITLED TO ASSUME THAT YOU HAVE RECEIVED AND
HAD THE OPPORTUNITY TO REVIEW THE PROSPECTUS AND HAVE ELECTED TO RETAIN YOUR
SHARES.
<PAGE> 1
EXHIBIT 4.2(G)
<PAGE> 2
VIRGINIA FORM OF NOTICE OF RESCISSION OFFER
GREENE COUNTY BANCSHARES, INC.
MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
BY CERTIFIED MAIL
RETURN RECEIPT REQUESTED
[Name and Address of New Shareholder]
Re: Offer of Rescission
Dear :
On , 1995, Greene County Bancshares, Inc. (the
"Company") sold to you shares of its Common Stock, par
value $10 per share (the "Shares"), at a price of $170 per share.
The Virginia Securities Act, as amended (the "Act"), provides in Section
13.1-507 that it is unlawful for any person to sell any security in Virginia
unless the security is registered or exempt from the registration requirements
under the Act. The Shares sold to you were neither registered nor exempt from
registration; therefore, the offer and sale of these Shares were made in
violation of Sections 13.1-507 and 13.1-511 of the Act.
Pursuant to Section 13.1-522 of the Act on rescission offers, the Company is
offering to rescind the sale of its common stock to you and refund to you, upon
tender of the stock certificate for the Shares, the consideration you paid for
the stock, plus interest at a rate of 10% per annum from the date of payment
through the date the Company receives notice of your election to rescind, less
any amount of income you have received on the stock.
This rescission offer will remain open for 30 days from the date you receive
this letter.
Should you elect to rescind, you must respond within 30 days to the Company,
Attention: Bill Richmond, Chief Financial Officer of the Company, by so
indicating on the enclosed "Election Form" and by tendering your original stock
certificates. The "Election Form" must be returned to the Company by certified
mail, return receipt requested. The Company will promptly tender the amount owed
to you under the terms of this rescission offer.
A Prospectus is enclosed regarding the offer of the Shares pursuant
to a registration statement that has been filed with and declared
effective by the Securities and Exchange Commission. The
registration statement also has been filed with and become
effective with the Virginia State Corporation Commission. The
<PAGE> 3
Prospectus describes the offer, the Shares and the Company. You should review
the Prospectus carefully before you decide if you want to elect to retain your
Shares.
Should you elect to retain your shares, please record your election on the
enclosed "Election Form," sign the Rejection of Rescission, along with the
Acknowledgement that you received and have had the opportunity to review the
Prospectus, and the Confirmation of your decision to purchase the Shares, and
return the "Election Form" to the Company, Attention: Bill Richmond, Chief
Financial Officer of the Company. The "Election Form" must be returned to the
Company by certified mail, return receipt requested.
If upon the expiration of 30 days from your receipt of this letter, the Company
has not received a response requesting rescission, this offer of rescission will
be deemed to have been rejected, and the Company will be entitled to assume that
you have received the Prospectus regarding the shares, have had the opportunity
to review it and have elected to retain your shares.
You may wish to consult with independent counsel before deciding whether to
accept or reject this rescission offer in order to be fully informed about the
tax and legal consequences related to either choice.
Very truly yours,
GREENE COUNTY BANCSHARES, INC.
Stan Puckett, President
<PAGE> 4
ELECTION FORM
GREENE COUNTY BANCSHARES, INC.
BOX 1120
GREENEVILLE, TENNESSEE 37744
PLEASE EXECUTE EITHER THE
DEMAND FOR RESCISSION
OR
REJECTION OF RESCISSION AND ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
*******************************************************************************
DEMAND FOR RESCISSION
The undersigned elects to rescind my investment in the common stock of
Greene County Bancshares, Inc. (the "Company") of $ made by me
on , and hereby accepts the rescission offer of the Company to
repurchase all my shares in accordance with the Notice of Rescission Offer.
- --------------------------------------
Name of Investor (Please Print)
- -------------------------------------- -----------------------
Signature Date
Please provide the address to which your check should be sent in the event of
your rescission.
-----------------------------------
-----------------------------------
-----------------------------------
*******************************************************************************
REJECTION OF RESCISSION, ACKNOWLEDGEMENT OF RECEIPT OF PROSPECTUS
AND CONFIRMATION OF PURCHASE
The undersigned elects not to rescind my investment in the common stock of
Greene County Bancshares, Inc. of $ made by me on , and hereby
rejects such rescission in accordance with the Notice of Rescission Offer
dated ; and acknowledges that I have received and had the opportunity
to review the Prospectus for Common Stock of the Company dated , 1995;
and confirms my decision to purchase shares of Common Stock of the Company.
- --------------------------------------
Name of Investor (Please Print)
- -------------------------------------- -----------------------
Signature Date
RETURN BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO:
Greene County Bancshares, Inc.
Attention: Bill Richmond
Box 1120
Greeneville, Tennessee 37744
IF NO CHOICE IS MADE PRIOR TO THE EXPIRATION OF 30 DAYS FROM YOUR RECEIPT OF
THIS RESCISSION OFFER, THIS RESCISSION OFFER WILL BE DEEMED TO HAVE BEEN
REJECTED, AND THE COMPANY WILL BE ENTITLED TO ASSUME THAT YOU HAVE RECEIVED AND
HAD THE OPPORTUNITY TO REVIEW THE PROSPECTUS AND HAVE ELECTED TO RETAIN YOUR
SHARES.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Greene County Bancshares, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-2 of our report dated February 2, 1996, on our audits of the
consolidated financial statements of Greene County Bancshares, Inc. ("the
Company") as of December 31, 1995 and 1994, and for the years then ended, which
includes an explanatory paragraph regarding the Company's change in methods of
accounting for investment securities and income taxes effective January 1, 1994
and 1993, respectively, and which report is included in the Company's 1995
Annual Report on Form 10-K. We also consent to the reference to us under the
heading "Experts" in the Prospectus.
COOPERS & LYBRAND L.L.P.
Knoxville, Tennessee
March 27, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Amendment No. 1 to
Form S-2 of our report dated February 8, 1994, which appears on page F-1(a) of
Greene County Bancshares, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Charlotte, North Carolina
March 27, 1996
