<PAGE> 1
As filed with the Securities and Exchange Commission on October 24, 1996
Registration No. 333-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
EAGLE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1640222
(State of (I.R.S. Employer
Incorporation) Identification Number)
4305 LYNBURN DRIVE, TUCKER, GEORGIA 30084-4441
(770) 908-6690
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------
RICHARD B. INMAN, JR.
SECRETARY AND TREASURER
EAGLE BANCSHARES, INC.
4305 LYNBURN DRIVE
TUCKER, GEORGIA 30084-4441
(770) 908-6690
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
COPY TO:
WILLIAM L. FLOYD
LONG, ALDRIDGE & NORMAN
ONE PEACHTREE CENTER
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308
(404) 527-4010
---------------
<PAGE> 2
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement.
------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [x]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Title of each class Proposed Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit price (1) registration fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share 220,000 shares $15.00 $3,300,000.00 $1,000.00
=========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee and
calculated pursuant to Rule 457(c) on the basis of the average of the
high and low last sale price of the Common Stock of the Company on the
NASDAQ National Market on October 22, 1996.
ii
<PAGE> 3
PROSPECTUS
[LOGO]
EAGLE BANCSHARES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK
Eagle Bancshares, Inc. (the "Company") hereby offers to the holders of
shares of its Common Stock, par value $1 per share (the "Common Stock"), the
opportunity to participate in the Company's Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). The Company's Common Stock is traded on the NASDAQ
National Market (the "National Market") under the symbol "EBSI." A total of
220,000 shares of Common Stock have been registered for sale under the Plan.
The Plan provides a convenient way for shareholders to reinvest their cash
dividends and make optional cash payments to purchase additional shares of
Common Stock of the Company. No brokerage commissions, fees or service charges
will be paid by participants in the Plan in connection with such participant's
purchase of shares under the Plan.
Each participant in the Plan may obtain additional shares of Common
Stock by:
1. Reinvesting dividends on all shares of Common Stock held by
the participant;
2. Reinvesting dividends on part of the shares of Common Stock
(while continuing to receive cash dividends on the remainder
of the shares); or
3. Making optional cash payments in any amount from a minimum of
$25 up to a maximum of $5,000 per quarter, whether or not any
of the participant's dividends are being reinvested.
To enroll in the Plan, a shareholder of record of Common Stock need
only complete the Authorization Form which accompanies this Prospectus and
return it to SunTrust Bank, Atlanta, the administrator of the Plan
(the"Administrator"). (See "The Plan -- Administration.")
Dividends will be reinvested for participants in the Plan on the date
a cash dividend is paid on the Common Stock. Optional cash payments will be
invested quarterly, generally on the dividend payment date. For shares
purchased from the Company, the purchase price will be the last sale price for
the Common Stock as reported on the National Market on the dividend payment
date (or the next preceding day on which a sale occurred). The Company
reserves the right to direct the Administrator to purchase shares of Common
Stock for the Plan in the open market. Open market purchases must be made as
soon as practicable on or after the dividend payment date, but in no
circumstances more than 30 days after such date. The purchase price to the
participants for shares purchased in the open market will be the cost
(including any brokerage commissions) to the Administrator, and the shares will
be allocated to participants' accounts after sufficient shares have been
purchased in the open market to cover the quarterly purchases for all
participants. The purchase price to all participants shall be the weighted
average of the prices of all shares purchased in the open market. On October
22, 1996, the reported last sale price of the Company's Common Stock was $15.00
per share. All dividends on shares credited to a participant's account under
the Plan will automatically be applied to the purchase of additional shares on
the relevant dividend payment date.
RETAIN THIS PROSPECTUS WHICH SETS FORTH
THE TERMS OF THE PLAN AND HOW IT OPERATES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PRO-
SPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is October 24, 1996.
<PAGE> 4
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED IN THIS PROSPECTUS
IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
SUCH PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
Additional information regarding the Company and the Common Stock to
be offered by the Company is contained in the Registration Statement on Form
S-3 and the exhibits thereto (of which this Prospectus forms a part) which the
Company has filed with the Securities and Exchange (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). The Company is subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and in accordance therewith files reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at CitiCorp
Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511 and
13th Floor, 7 World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
reports, proxy statements and other information also may be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under
the 1934 Act (File No. 0-14379) are incorporated in this Prospectus by
reference as of their respective dates of filing and shall be deemed to be a
part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1996;
(2) The Company's Quarterly Report on Form 10-Q dated for the
quarter ended June 30, 1996;
(3) The description of the Company's Common Stock as contained in
the Company's Registration Statement on Form 8-A (Registration
No. 0-14379) as filed with the Commission on April 4, 1986;
and
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents; provided that all documents so filed in
each year during which the offering made by this Prospectus is in effect shall
not be incorporated herein by reference or be a part hereof from and after the
date of filing of the Company's Annual Report on Form 10-K for such year. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be modified or superseded, for purposes of this
Prospectus, to the extent that a statement contained herein or in any
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY
OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY
SUCH PERSON, A COPY OF ANY OR ALL OF THE INFORMATION INCORPORATED BY REFERENCE
IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH INFORMATION UNLESS THEY ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH INFORMATION. REQUEST FOR SUCH
COPIES SHOULD BE DIRECTED TO:
OFFICE OF CORPORATE SECRETARY
EAGLE BANCSHARES, INC.
4305 LYNBURN DRIVE
TUCKER, GEORGIA 30084-4441
(770) 908-6690
-2-
<PAGE> 5
THE COMPANY
The Company is a unitary savings and loan holding company that owns
and operates the Bank, Eagle Real Estate Advisors, Inc. ("EREA") and the
subsidiaries of the Bank, Eagle Service Corp. ("Eagle Service") and PrimeEagle.
The Company is based in metropolitan Atlanta with 26 locations in the
Southeast. The Company's principal subsidiary, the Bank, is involved in two
core businesses: retail banking and loan production, which includes
construction and permanent mortgage lending. Based on total assets at June 30,
1996, the Bank is the second largest financial institution headquartered in
metropolitan Atlanta with 11 full service branch offices, located in Cherokee,
DeKalb, Fulton and Gwinnett counties, Georgia. Through PrimeEagle, the Company
operates 15 loan production offices located in Georgia, Florida, North
Carolina, South Carolina and Tennessee. The Company and EREA also engage in
real estate brokerage and development in metropolitan Atlanta.
The Company's near-term strategy is to continue to capitalize on
certain opportunities which have been presented by recent consolidations.
First, staff reductions and branch closings at other institutions have enabled
the Company to hire experienced banking executives. Second, the Company has
acquired a multi-office mortgage banking company, acquired additional retail
deposits and attracted new customers. Third, the Company is now in a position
to acquire smaller financial institutions in the metropolitan Atlanta area,
which will enable the Company to further expand its franchise. Fourth,
operating under a federal thrift charter, the Bank can open or acquire new
branches throughout the State of Georgia and across state lines, including
markets in which the Company currently operates loan production offices. The
Company's long-term strategy is to increase stockholder value by building
franchise value, creating competitive advantages in targeted business niches,
developing additional long-term, customer driven relationships, and
compensating employees based upon bottom line performance.
The Company's executive offices are located at 4305 Lynburn Drive,
Tucker, Georgia 30084-4441, and its telephone number at this address is (770)
908-6690.
THE PLAN
The following questions and answers constitute the Eagle Bancshares,
Inc. Dividend Reinvestment and Stock Purchase Plan.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of shares of
Common Stock of the Company with a simple and convenient method of investing
their cash dividends and/or optional cash payments to purchase additional
shares of Common Stock at the current market value, without payment of any
brokerage commission or service charge.
ADVANTAGES
2. What are the options available to shareholders?
A participant in the Plan may (a) have cash dividends on all of such
participant's shares of Common Stock automatically reinvested, or (b) have cash
dividends on a portion of such participant's shares of Common Stock
automatically reinvested, or (c) regardless of whether or not any such
dividends automatically are being reinvested, invest in additional shares of
Common Stock by making optional cash purchases in any amount from a minimum of
$25 up to a maximum of $5,000 per calendar quarter.
3. What are the advantages of the Plan?
No commission or service charge is paid by a participant in connection
with purchases under the Plan. Full investment of funds is possible under the
Plan because the Plan permits fractions of shares, as well as whole shares, to
be reinvested in additional shares of Common Stock with such shares credited to
a participant's account to four (4) decimal places. Regular statements of
account provide simplified record keeping.
ADMINISTRATION
4. Who administers the Plan for participants?
SunTrust Bank, Atlanta acts as designated agent for each participant
and has been designated by the Company as its agent to administer the Plan for
participants, maintain records, send regular statements of account to
participants and perform other duties relating to the Plan. Shares of Common
Stock purchased under the Plan will be held for safekeeping by the
Administrator for participants and will
-3-
<PAGE> 6
be registered in the name of the Administrator or its nominee as the
participant's agent, until such time as the participant terminates
participation in the Plan (see Question 20, "How does a participant terminate
participation in the Plan?") or the Administrator receives a participant's
written request for a certificate for all or part of the participant's shares
(see Question 18, "Will certificates be issued for shares of Common Stock
purchased under the Plan?"). The Administrator also serves as Transfer Agent
for the Common Stock.
All communications regarding the Plan should be directed to the
Administrator as follows:
SunTrust Bank, Atlanta
P.O. Box 4625
Atlanta, GA 30302
ATTN: Dividend Reinvestment Dept.
(404) 588-7822
(800) 568-3476
PARTICIPATION
5. Who is eligible to participate?
All holders of record of shares of Common Stock are eligible to
participate in the Plan. In order to be eligible to participate, beneficial
owners of shares of Common Stock of the Company whose shares are registered in
names other than their own (for example, shares registered in the name of a
broker or Administrator nominee) must either arrange for the holder of record
to join the Plan or have the shares they wish to enroll in the Plan transferred
into their own name.
6. How does an eligible shareholder participate?
An eligible shareholder may enroll in the Plan by completing and
signing an Authorization Form and returning it to the Administrator.
Additional Authorization Forms may be obtained at any time by written request
to the Administrator at the address indicated above. See Question 8, "What
does the Authorization Form provide?"
7. When may a shareholder join the Plan?
An eligible shareholder may join the Plan at any time. For
shareholders electing to participate in the Plan by having cash dividends
reinvested, participation commences as follows. If an Authorization Form
directing that cash dividends be reinvested is received by the Administrator
prior to a dividend record date, then participation in the Plan will commence
on the date that the related dividend is paid. As to all eligible shareholders
electing to reinvest cash dividends, the dividend paid on the date
participation commences will not be sent to the shareholder but, instead, will
be reinvested under the Plan. For example, if the Company declares a cash
dividend on its Common Stock payable on January 21 to holders of record on
January 3, the Authorization Form must be received by the Administrator prior
to the dividend record date in order for the dividend paid on January 21 to be
reinvested. If the Authorization Form is received on or after the dividend
record date, the dividend paid on January 3 will be sent to the shareholder as
usual and such shareholder's participation in the Plan will commence on the
date the next cash dividend on Common Stock is paid.
Optional cash payments will be invested quarterly on the dividend
payment date. For shareholders electing to participate in the Plan through the
investment of optional cash payments, optional cash payments must be received
on or prior to a dividend record date. See Question 13, "How are optional cash
payments made?"
8. What does the Authorization Form provide?
The Authorization Form allows a shareholder to enroll in the Plan and
to indicate how such shareholder wishes to participate in the Plan. By
checking the appropriate box on the Authorization Form, a shareholder may
indicate whether such shareholder wishes to reinvest cash dividends paid on all
or a designated number of the shares of the Common Stock registered in the name
of such shareholder and/or invest optional cash payments.
9. How may participants change investment options?
A participant may change investment options at any time by signing a
new Authorization Form and returning it to the Administrator. A change in
investment option will be effective on the dividend payment date if the
Authorization Form is received by the Administrator prior to the related
dividend record date. If the Authorization Form is received by the
Administrator on or after the related dividend record date, the change will be
effective on the dividend payment date for the following quarter.
-4-
<PAGE> 7
PURCHASES
10. How many shares of Common Stock will be purchased for each
participant?
The number of shares to be purchased for a participant's account under
the Plan will depend on the amount of a participant's dividends being
reinvested, the amount of any optional cash payments and the price of the
shares of Common Stock. Each participant's account will be credited with that
number of shares, including fractions computed to four (4) decimal places,
equal to the total amount to be reinvested, divided by the purchase price per
share. THERE IS NO PROVISION IN THE PLAN FOR PARTICIPANTS TO PURCHASE A
SPECIFIC NUMBER OF SHARES.
11. What will be the price of shares of Common Stock purchased under
the Plan?
On each dividend payment date, the Company will pay to the
Administrator the total amount of dividends payable on a participant's Common
Stock and the Administrator will use that amount to purchase Common Stock from
the Company for the account of the Participant. The purchase price of the
Common Stock purchased from the Company will be the last sale price for the
Common Stock of the Company as reported on the National Market on the dividend
payment date (or the next preceding day on which a sale occurred). The Company
reserves the right to direct the Administrator, from time to time, to purchase
Common Stock of the Company in the open market. Open market purchases will be
made as soon as possible after the applicable dividend payment date, but not
more than 30 days after such date. The purchase price to a participant for
shares of Common Stock purchased in the open market will be the cost (including
brokerage commissions) to the Administrator of such purchases, and no shares
will be allocated to a participant's account until the date on which the
Administrator has purchased sufficient shares to cover the quarterly purchases
for all participants in the Plan. In such event, the purchase price per share
to all participants will be based upon the weighted average of the prices of
all shares purchased. See Question 14, "Are there any out-of-pocket expenses
of participation in connection with purchases under the Plan?" with regard to
purchases of shares on the open market for the Plan.
12. What is the source of shares purchased under the Plan?
It is anticipated that all of the shares under the Plan will be issued
out of the authorized but unissued shares of the Company's Common Stock. The
Plan, however, does provide the Company the flexibility of directing the
purchase of shares of Common Stock of the Company on the open market.
13. How are optional cash payments made?
Optional cash payments may be made at any time and in varying amounts
from a minimum of $25 up to a maximum of $5,000 per calendar quarter. A
shareholder may make an optional cash payment when enrolling in the Plan by
enclosing a check (made payable to SunTrust Bank, Atlanta) with the
Authorization Form. Thereafter, optional cash payments may be made through the
use of optional cash payment forms which will be sent to participants by the
Administrator.
Optional cash payments will be invested quarterly on the dividend
payment date. However, only payments received on or prior to a dividend record
date will be invested on the related dividend payment date. Optional cash
payments received after such date will be invested on the following quarterly
dividend payment date. NO INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS. IT
THEREFORE IS SUGGESTED THAT ANY OPTIONAL CASH PAYMENTS A PARTICIPANT WISHES TO
MAKE BE SENT SO AS TO REACH THE ADMINISTRATOR AS CLOSE AS POSSIBLE TO A
DIVIDEND RECORD DATE. The same amount of money need not be sent each quarter,
and there is no obligation to make an optional cash payment each quarter.
A shareholder may participate through the investment of optional cash
payments without the necessity of reinvesting cash dividends by checking the
"Optional Cash Payments Only" box on the Authorization Form. However, even if
the "Optional Cash Payments Only" box is checked, all dividends payable on
shares purchased with optional cash payments and retained in the participant's
Plan account will be reinvested automatically in additional shares of Common
Stock.
COSTS
14. Are there any out-of-pocket expenses of participation in
connection with purchases under the Plan?
There will be no brokerage commissions or service charges to
participants for purchases under the Plan, when shares are purchased from the
Company. Participants will be charged the actual cost (including brokerage
commission) for Common Stock purchased on the open market. The Company,
however, reserves the right to direct the Administrator to purchase shares for
the Plan in the open market. Open market purchases must be made as soon as
practicable on or after the dividend payment date but in no circumstances more
than 30 days after such date. The purchase price to the participants for
shares purchased in the open market will be the cost (including brokerage
commissions,
-5-
<PAGE> 8
if any) to the Administrator, and shares will be allocated to participants'
accounts after sufficient shares have been purchased in the open market to
cover the quarterly purchases for all participants. The purchase price to all
participants shall be the weighted average of the prices of all shares
purchased.
Participants may be charged a service fee on the termination of a
participant's account and upon each issuance of stock certificates as requested
by the participant. The service fee shall not exceed $10 per transaction All
other costs of administration of the Plan are to be paid by the Company. See
Question 20, "How does a participant terminate participation in the Plan?" and
Question 21, "May a portion of a participant's Plan shares be sold?" for a
discussion of payment by participants of brokerage costs and transfer taxes
associated with such termination of participation and sale of shares under the
Plan. In addition, see Question 28, "What are the federal income tax
consequences of participation in the Plan?" for a discussion of the tax
consequences to participants should any open market purchases of shares of
Company Common Stock be made for use in connection with the Plan.
REPORTS TO PARTICIPANTS
15. What kind of reports will be sent to participants in the Plan?
Shareholders who participate in the Plan through the reinvestment of
dividends will be sent a quarterly statement of their accounts and shareholders
who participate through the investment of optional cash payments will be sent a
quarterly statement for any quarter in which an optional cash payment is
invested. These statements of account will show any cash dividends and
optional cash payments received, the number of shares purchased, the purchase
price per share, the number of Plan shares held for the participant by the
Administrator, the number of shares registered in the name of the participant,
and an accumulation of the transactions for the current calendar year to date.
Quarterly statements will be mailed as soon as practicable after each dividend
payment date. These statements are a participant's continuing record of the
cost of a participant's purchases and should be retained for income tax
purposes.
In addition, upon joining the Plan, each participant will receive the
most recent Prospectus constituting the Plan and thereafter will receive copies
of the same communications sent to every other holder of shares of Common
Stock, including the Company's Annual Report, Notice of Annual Meeting and
Proxy Statement, a proxy card and income tax information for reporting
distributions (including dividends) paid by the Company. See Question 28,
"What are the federal income tax consequences of participation in the Plan?"
DIVIDENDS
16. How are dividends credited to participants' accounts under the
Plan?
On shares of Common Stock for which a participant has directed that
dividends be reinvested, cash dividends will automatically be credited to a
participant's account and reinvested in additional shares of Common Stock.
Cash dividends also will be automatically reinvested on all shares which have
been purchased under the Plan and credited to a participant's account;
provided, however, that no dividends will be earned on such shares purchased
under the Plan until the dividend payment for the first dividend record date
which follows the date of purchase of such shares. On shares of Common Stock
for which a participant has not directed that dividends be reinvested and on
shares owned by shareholders who are not participating in the Plan, cash
dividends, as declared, will be received by them by check as usual.
Stock dividends or stock splits distributed by the Company on the
shares purchased for and credited to the account of a participant under the
Plan will be added to the participant's account. Stock dividends or stock
splits distributed on shares owned and held outside the Plan by a participant
(including shares for which a participant has directed that cash dividends be
reinvested) will be mailed directly to such participant. See Question 22,
"What happens if the Company issues a stock dividend or declares a stock
split?"
17. Will participants be credited with dividends on fractions of
shares?
Account balances will be computed to four (4) decimal places and
dividends will be paid on the fractional shares.
CERTIFICATES FOR SHARES
18. Will certificates be issued for shares of Common Stock purchased
under the Plan?
Unless requested by a participant, certificates for shares of Common
Stock purchased under the Plan will not be issued. The number of shares
credited to a participant's account under the Plan will be shown on the
participant's statement of account. This service protects against loss, theft
or destruction of stock certificates.
-6-
<PAGE> 9
Certificates for any number of whole shares credited to a
participant's account under the Plan will be issued upon the written request of
a participant. See Question 14, "Are there any out-of-pocket expenses of
participation in connection with purchases under the Plan?" This request
should be mailed to SunTrust Bank, Atlanta, P.O. Box 4625, Atlanta, Georgia
30302, Attention: Dividend Reinvestment Department. The remaining whole
shares and fractions of shares, if any, will continue to be credited to the
participant's account. A request for issuance of Plan shares, including
issuance of all of the shares in a participant's account, will not constitute a
termination of participation in the Plan by the participant. Termination may
be effected only through the delivery to the Administrator of a notice of
termination as outlined in Question 20, "How does a participant terminate
participation in the Plan?"
Shares held by the Administrator for the account of a participant may
not be pledged. A participant who wishes to pledge such shares must request
that a certificate for such shares be issued in the participant's name.
Certificates for fractions of shares will not be issued under any
circumstances.
19. In whose name will certificates be issued?
A participant's account under the Plan will be maintained in the name
in which the participant's shares of Common Stock were registered at the time
the participant enrolled in the Plan. Consequently, if and when certificates
for shares held under the Plan are issued, such certificates will be issued
only in that name. Certificates will be issued for whole shares only. A cash
payment will be made for any fractional share.
TERMINATION OF PARTICIPATION
20. How does a participant terminate participation in the Plan?
A participant may terminate participation in the Plan at any time by
making written notification to the Administrator. Such notice should be sent
to SunTrust Bank, Atlanta, P.O. Box 4625, Atlanta, Georgia 30302, Attention:
Dividend Reinvestment Department. A participant's notice of termination takes
effect when such written notice is received by the Administrator; provided,
however, if the notice of termination is received on or after a record date for
a dividend payment date, the dividend will be reinvested for that participant's
account. The account then will be terminated and all subsequent dividends will
be paid to the participant. When a participant terminates participation in the
Plan, or upon termination of the Plan by the Company, certificates for whole
shares credited to a participant's account under the Plan will be issued to the
participant and a cash payment will be made for any fractional share within 30
days after termination of participation. However, in the participant's notice
of termination of participation in the Plan, the participant may, if the
participant desires, direct that all of the shares credited to the
participant's account in the Plan, whether whole or fractional, be sold. Such
sales will be made through an independent brokerage organization at the "fair
market value" at the time of sale which shall be the closing sale price of such
shares reported on the National Market on the date of sale. Any brokerage fees
and transfer taxes in connection with effecting such sales will be paid by the
withdrawing participant. The proceeds of the sale, net of such expenses, will
be sent to the participant.
Without terminating participation in the Plan, a participant may
discontinue the reinvestment of dividends on shares owned and held outside the
Plan by notifying the Administrator in writing. Notices received by the
Administrator prior to a dividend record date will be effective to discontinue
dividend reinvestment as of the related dividend payment date. Dividends on
such shares held by the participant outside the Plan will be paid to the
participant by check. Dividends on shares held in a participant's Plan account
will continue to be reinvested (i) until termination of participation in the
Plan by a participant; (ii) until a participant requests that all or a portion
of such shares be sold; or (iii) until a participant requests that certificates
be issued for all or a portion of such shares.
SALES OF PLAN SHARES
21. May a portion of a participant's Plan shares be sold?
A participant may provide written instructions to the Administrator to
transfer shares of Common Stock of the Company constituting any portion or all
of a participant's shares held under the Plan or to sell on behalf of the
participant all or any portion of the whole number of shares credited to the
participant's account; provided, however, the participant's account must
maintain not less than 10 shares following the sale or transfer. A sale
effected through the Administrator, shall be made in a manner deemed
appropriate by the Administrator through a brokerage organization chosen by the
Administrator, or the Administrator may purchase shares from the participant on
behalf of other Plan accounts. Any sale by the Administrator to the Company,
or purchase by the Administrator on behalf of Plan accounts, shall be made at
the "fair market value" at the time of sale, which shall be the last sale price
of the Common Stock of the Company as reported on the National Market on the
date of sale. In the event there is no sale reported on the National Market on
the date of the sale, the price will be the average of the last sale price
immediately preceding such sale and the last sale price immediately after such
sale. As soon after a sale
-7-
<PAGE> 10
as practicable, the Administrator will forward to the participant a check
representing the net proceeds of such sale (net of any brokerage commissions or
other sales cost incurred by the Administrator).
OTHER INFORMATION
22. What happens if the Company issues a stock dividend or declares a
stock split?
Any stock dividends or stock splits distributed by the Company on the
shares purchased for and credited to the account of a participant under the
Plan will be added to the participant's account. Stock dividends or stock
splits distributed on shares owned and held outside the Plan by a participant
(including shares for which a participant has directed that cash dividends be
reinvested) will be mailed directly to such participant in the same manner as
to shareholders who are not participating in the Plan.
For example, a participant who owns 100 shares of Common Stock has
directed that dividends be reinvested on 50 of those shares. Ten (10) shares
have been purchased and credited to the participant's account from the
dividends reinvested on the 50 "participating shares." In the event of a
declaration of a two-for-one stock split paid in the form of a 100% Common
Stock dividend, the participant's shares and dividend reinvestment would be
effected as follows. In payment of the stock dividend on the original 100
shares owned by the participant, a share certificate would be received by the
participant for an additional 100 shares. Dividends would continue to be
reinvested on the 50 "participating shares." In payment of the stock dividend
on the 10 shares credited to the participant's Plan account, the number of
shares credited to the participant's account would be increased to 20 and
dividends would continue to be reinvested on those 20 shares.
23. How will a participant's shares be voted at meetings of
shareholders?
All shares credited to a participant's account under the Plan will be
voted as the participant directs. If on the record date for a meeting of
shareholders there are shares of Common Stock credited to the account of a
participant in the Plan, such participant will be sent the proxy material being
sent to all holders of Common Stock for that meeting. The proxy card sent to a
participant will cover all shares of Common Stock registered in the
participant's own name and those held by the Administrator for the
participant's account under the Plan. If such participant timely returns a
properly completed proxy and it is not revoked, it will be voted in the manner
specified thereon with respect to all shares credited to the account of such
participant (including any fraction), as well as all shares registered in the
participant's name. If the proxy is properly executed and timely returned but
without instructions for voting, such shares will be voted in accordance with
the recommendations of the Company's management. If the proxy is not returned,
or if it is returned unexecuted or improperly executed, none of such shares
will be voted. Any participant who executes and delivers a proxy card may
revoke it at any time prior to its use by giving written notice to the
Corporate Secretary of the Company at the following address: Eagle Bancshares,
Inc., 4305 Lynburn Drive, Tucker, Georgia 30084-4441.
24. What is the responsibility of the Company under the Plan?
The Company or the Administrator in administering the Plan will not be
liable for any act done in good faith or as required by applicable securities
laws or for any omission to act in good faith, including without limitation,
any claim of liability arising out of failure to terminate a participant's
account upon such participant's death or adjudicated incompetency prior to the
receipt of notice in writing of such death or adjudicated incompetency.
THE PARTICIPANT SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE
ADMINISTRATOR CAN ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON THE SHARES
PURCHASED BY A PARTICIPANT UNDER THE PLAN.
25. May the Plan be amended or terminated?
The Company reserves the right to suspend, modify or terminate the
Plan at any time. Notice of such suspension, modification or termination will
be sent to all participants.
26. What happens if a participant in the Plan dies or becomes legally
incapacitated?
Upon receipt by the Administrator of notice of death or adjudicated
incompetency of a participant, no further purchases of shares of Common Stock
will be made for the account of such participant. The shares and cash held by
the Plan for the participant will be delivered to the appropriate person upon
receipt of evidence satisfactory to the Administrator of the appointment of a
legal representative and instructions from the representative regarding
delivery.
-8-
<PAGE> 11
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
27. Is the Company required under federal tax laws to withhold any
amount of dividends that would otherwise be reinvested under the
Plan?
In general, the Company is required under section 3406 of the Internal
Revenue Code of 1986, as amended (the "Code") to withhold 31% of the amount of
dividends paid on the Common Stock of any participant who has (i) failed to
furnish a valid taxpayer identification number; (ii) failed to report properly
interest or dividends; or (iii) failed, when required, to certify that said
participant is not subject to such withholding.
Regardless of participation in the Plan, any participant who first
acquired stock in the Company after December 31, 1983, must certify under
penalty of perjury that said participant is not subject to withholding under
Code section 3406 or the Company will be required to withhold 31% of dividends
paid to said participant. The acquisition after December 31, 1983, of
additional shares of stock in the Company by a participant who was a Company
shareholder prior to January 1, 1984, whether through the Plan or otherwise,
should not trigger the certification requirement. Any foreign participant will
be subject to withholding at rates up to 30% of the amount of dividends paid on
the Common Stock unless such foreign participant has furnished the
Administrator with appropriate verification that such participant is not
subject to United States withholding.
Should withholding be required as to any dividends to be reinvested
under the Plan, the Administrator will notify the participant of such
requirement when withholding begins. The amounts withheld will be deducted
from the amount of the dividend and only the remaining amount will be invested.
28. What are the federal income tax consequences of participation in
the Plan?
In general, participants in the Plan have the same federal income tax
obligations with respect to their dividends as do shareholders who do not
participate in the Plan. Cash dividends reinvested by a participant under the
Plan will be treated for federal income tax purposes as having been received in
cash even though the participant directs that they be used to purchase
additional shares under the Plan and does not receive them in cash.
Accordingly, the amount of any dividend reinvested through the Plan must be
included in the participant's gross income in the year the dividend would have
been paid to the participant had the participant not elected to participate in
the Plan. In addition, the tax basis of shares acquired under the Plan will be
equal to their purchase price under the Plan.
Just as with any corporate distribution, however, any amount
reinvested that is not a dividend for federal income tax purposes because it is
not paid out of current or accumulated earnings and profits of the Company will
be considered a return of capital and will not be required to be included in
gross income but will be subtracted from the participant's basis in the shares
on which the distribution is paid. Any such amount paid and reinvested after
the participant's basis in such shares reaches zero (0) will be considered
capital gain and will be taxed as such. Participants should be advised,
however, that the Company does not anticipate declaring any dividend other than
from its current or accumulated earnings and profits.
To assist participants in preparing their income tax returns, the
Administrator is required to inform each participant of the amount of
distributions (including dividends) made by the Company and credited to the
participant's account for reinvestment under the Plan, as well as the portion
of that amount that should be treated as capital gain. The Administrator will
provide this information for each calendar year by mailing or otherwise
furnishing Form 1099-DIV to each participant on or before January 31 of the
following year.
The federal income tax treatment of any transaction involving shares
acquired under the Plan such as a sale or exchange, redemption, stock (or other
property) distribution or stock split, generally is the same as the tax
treatment of similar transactions involving shares purchased with cash and not
acquired under the Plan. For any transaction involving the sale of shares
credited to a participant's Plan account, the Administrator will provide the
participant with a Form 1099-B setting forth information provided to the
Internal Revenue Service with respect to the transaction. For purposes of
determining whether capital gains (if any) from the disposition of shares
acquired under the Plan qualify for long-term capital gains treatment, the
holding period of the shares begins the day after the date on which the shares
are purchased for a participant's account under the Plan, as reflected on the
participant's statement of account.
Participants will not realize any taxable income when they receive
certificates for Plan shares held in their accounts under the Plan, whether
upon withdrawal from the Plan or otherwise. However, participants should note
that upon withdrawal they will receive cash payments for the fractional shares
credited to their accounts and may realize a gain or loss. The amount of such
gain or loss will be the difference between the amount the participant receives
for the fractional shares and the participant's tax basis for such shares.
It is anticipated that shares purchased under the Plan will be issued
out of authorized but unissued shares of the Company's Common Stock. However,
if at any time shares should be purchased on the open market, each participant
will be required to include in gross income such participant's pro rata share
of any brokerage fees paid by the Company in connection with such purchase.
-9-
<PAGE> 12
BECAUSE THE FOREGOING DISCUSSION ONLY SUMMARIZES THE GENERAL FEDERAL
INCOME CONSEQUENCES OF PARTICIPATION, PARTICIPANTS SHOULD CONSULT THEIR TAX
ADVISOR FOR SPECIFIC TAX ADVICE REGARDING THE FEDERAL, STATE, LOCAL OR FOREIGN
TAX CONSEQUENCES OF THEIR PARTICIPATION.
USE OF PROCEEDS
The proceeds to be received by the Company from sales of shares of
Common Stock pursuant to the Plan will be used for general corporate purposes.
The Company has no basis for estimating either the number of shares of Common
Stock that ultimately will be sold pursuant to the Plan or the prices at which
such shares will be sold.
LEGAL MATTERS
Certain legal matters related to the Common Stock offered hereby will
be passed upon for the Company by Long, Aldridge & Norman, counsel for the
Company, Atlanta, Georgia.
EXPERTS
The audited consolidated financial statements of the Company
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto and are
incorporated herein in reliance upon the authority of such firm as experts in
giving such reports.
-10-
<PAGE> 13
<TABLE>
<CAPTION>
=========================================================== ===========================================================
TABLE OF CONTENTS
Page EAGLE BANCSHARES, INC.
----
<S> <C> <C>
Available Information . . . . . . . . . . . . . . . . 2 DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . 3
The Plan . . . . . . . . . . . . . . . . . . . . . . 3
Purpose . . . . . . . . . . . . . . . . . . . . . 3 COMMON STOCK
Advantages . . . . . . . . . . . . . . . . . . . 3
Administration . . . . . . . . . . . . . . . . . 3
Participation . . . . . . . . . . . . . . . . . . 4
Purchases . . . . . . . . . . . . . . . . . . . . 5
Costs . . . . . . . . . . . . . . . . . . . . . . 5
Reports to Participants . . . . . . . . . . . . . 6
Dividends . . . . . . . . . . . . . . . . . . . . 6
----------------------
Certificates for Shares . . . . . . . . . . . . . 6
Termination of Participation . . . . . . . . . . 7 PROSPECTUS
Sales of Plan Shares . . . . . . . . . . . . . . 7
Other Information . . . . . . . . . . . . . . . . 8 -----------------------
Tax Consequences of Participation
in the Plan . . . . . . . . . . . . . . . . . . 9
Use of Proceeds . . . . . . . . . . . . . . . . . . . 10
Legal Matters . . . . . . . . . . . . . . . . . . . . 10 OCTOBER 24, 1996
Experts . . . . . . . . . . . . . . . . . . . . . . . 10
[LOGO]
=========================================================== ===========================================================
</TABLE>
-11-
<PAGE> 14
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses of the offering are estimated as follows:
<TABLE>
<S> <C> <C>
Registration Fee - Securities and Exchange Commission . . . . . . . . . . . . . $ 1,000.00
Nasdaq National Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,400.00
Printing Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,437.00
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,500.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000.00
-----------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,837.00
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code
provides that a corporation's articles of incorporation may include a provision
that eliminates or limits the personal liability of directors for monetary
damages for breach of their fiduciary duties as directors. The Section does
not, however, authorize a corporation to eliminate or limit the liability of a
director for appropriating, in violation of his or her duties, any business
opportunity of the corporation, engaging in intentional misconduct or a knowing
violation of law, obtaining an improper personal benefit, or authorizing a
dividend, stock repurchase or redemption, distribution of assets or other
distribution in violation of Section 14-2-640 of the Georgia Business
Corporation Code or the articles of incorporation of the corporation. Section
14-2-202(b)(4) also does not eliminate or limit the right of a corporation or
any shareholder to seek an injunction, a rescission or any other equitable
(non-monetary) relief in the event of a breach of a director's fiduciary duty.
In addition, Section 14-2-202(b)(4) applies only to claims against a director
arising out of his or her role as a director and does not relieve a director
from liability arising from his or her role as an officer or in any other
capacity. Article XVIII of the Company's Articles of Incorporation eliminates
the personal monetary liability of directors of the Company to the full extent
allowed by Section 14-2-202(b)(4).
As permitted by the Georgia Business Corporation Code, the Company's
Articles of Incorporation provide that the Company shall indemnify its
directors and officers for liability incurred by them in connection with any
civil, criminal, administrative or investigative action, suit or proceeding
(other than actions brought as derivative actions by or in the right of a
corporation) in which they may become involved by reason of being a director,
officer, employee or agent of the Company. The Articles also provide such
indemnity for directors and officers who, at the request of the Company, act as
directors, officers, employees or agents of another corporation, partnership,
joint venture, trust, or other enterprise. The Articles permit indemnification
if a director or officer acted in a manner which he or she reasonably believed
to be in or not opposed to the best interest of the Company and, in addition,
in criminal actions, if he or she had no reasonable cause to believe his or her
conduct to be unlawful. If the required standard of conduct is met,
indemnification may include judgments, settlements, penalties, fines or
reasonable expenses (including attorney's fees) incurred with respect to a
proceeding; provided, however, that indemnification of a director or officer in
connection with a proceeding by or in the right of the Company is limited to
reasonable expenses incurred in connection with the derivative proceeding; and
provided, further, that if a director or officer is adjudged liable on the
basis that a personal benefit was improperly received, the director or officer
will only be entitled to such indemnification for reasonable expenses as a
court finds to be proper in accordance with the provisions of Section 14-2-854
of the Georgia Business Corporation Code.
II-1
<PAGE> 15
Section 14-2-852 of the Georgia Business Corporation Code provides
that directors and officers who are successful with respect to any claim
against them are entitled to indemnification against reasonable expenses as of
right. On the other hand, if the charges made in any action are sustained, the
determination of whether the required standard of conduct has been met will be
made, in accordance with the provisions of Georgia Business Corporation Code
Section 14-2-855, by either the Board of Directors or a committee thereof,
acting by disinterested members, by special legal counsel or by the
shareholders, but shares owned by or voted under the control of directors
seeking indemnification may not be voted.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 Opinion of Long, Aldridge & Norman
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Long, Aldridge & Norman (included in Exhibit 5)
99.1 Eagle Bancshares, Inc. Dividend Reinvestment and Stock Purchase Plan Enrollment Card
99.2 Eagle Bancshares, Inc. Dividend Reinvestment and Stock Purchase Plan Brochure
</TABLE>
ITEM 17. UNDERTAKINGS.
A. RULE 415 OFFERING.
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;
and (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) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 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-2
<PAGE> 16
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia on October 23, 1996.
EAGLE BANCSHARES, INC.
By:/s/ Conrad J. Sechler, Jr.
----------------------------------------
Conrad J. Sechler, Jr.
Chairman of the Board, President and
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on October 23, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Conrad J. Sechler, Jr. Chairman of the Board and President
- --------------------------
Conrad J. Sechler, Jr.
/s/ Walter C. Alford Director
- --------------------------
Walter C. Alford
/s/ Richard J. Burrell Director
- --------------------------
Richard J. Burrell
/s/ Richard B. Inman, Jr. Director, Secretary and Treasurer
- --------------------------
Richard B. Inman, Jr.
/s/ Weldon A. Nash, Jr. Director
- --------------------------
Weldon A. Nash, Jr.
/s/ George G. Thompson Director
- --------------------------
George G. Thompson
/s/ Lu Ann Durden Chief Financial Officer
- -------------------------- (Principal Financial and
Lu Ann Durden Accounting Officer)
</TABLE>
II-4
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
5 Opinion of Long, Aldridge & Norman
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Long, Aldridge & Norman (included in Exhibit 5)
99.1 Eagle Bancshares, Inc. Dividend Reinvestment and Stock Purchase Plan Enrollment Card
99.2 Eagle Bancshares, Inc. Dividend Reinvestment and Stock Purchase Plan Brochure
</TABLE>
<PAGE> 1
EXHIBIT 5
OPINION OF LONG, ALDRIDGE & NORMAN
<PAGE> 2
[LONG ALDRIDGE & NORMAN LETTERHEAD]
October 23, 1996
Board of Directors
Eagle Bancshares, Inc.
4305 Lynburn Drive
Tucker, Georgia 30084
Re: EAGLE BANCSHARES, INC. (FILE NO. 0-14379)
REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to Eagle Bancshares, Inc., a Georgia
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") and the
filing thereof with the Securities and Exchange Commission. Pursuant to the
Registration Statement, the Company intends to register under the Securities
Act of 1933, as amended, a total of 220,000 shares (the "Shares") of common
stock, par value $1.00 per share, of the Company which are issuable in
connection with the Eagle Bancshares, Inc. Dividend Reinvestment and Stock
Purchase Plan (the "DRIP").
The opinion hereinafter set forth is given pursuant to Item 16 of Form
S-3 and Item 601(b)(5) of Regulation S-K. The only opinion rendered by this
firm consists of the matters set forth in numbered paragraph (1) below (our
"Opinion"), and no opinion is implied or to be inferred beyond such matter.
Additionally, our Opinion is based upon and subject to the qualifications,
limitations and exceptions set forth in this letter.
In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including without limitation the
DRIP. In making all of our examinations, we assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as
copies, and the due execution and delivery of all documents by any persons or
entities other than the Company where due execution and delivery by such
persons or entities is a prerequisite to the effectiveness of such documents.
As to various factual matters that are material to our Opinion, we
have relied upon the factual statements set forth in a certificate of officers
of the Company and a certificate of a public official. We have not
independently verified or investigated, nor do we assume any responsibility
for, the factual accuracy or completeness of such factual statements.
<PAGE> 3
Board of Directors
Eagle Bancshares, Inc.
October 23, 1996
Page Two
Members of this firm are admitted to the Bar of the State of Georgia
and are duly qualified to practice law in that state. We do not herein express
any opinion concerning any matter respecting or affected by any laws other than
the laws of the State of Georgia that are now in effect and that, in the
exercise of reasonable professional judgment, are normally considered in
transactions such as those contemplated by the issuance of the Shares. The
Opinion hereinafter set forth is based upon pertinent laws and facts in
existence as of the date hereof, and we expressly disclaim any obligation to
advise you of changes to such pertinent laws or facts that hereafter may come
to our attention.
Based upon and subject to the foregoing, we are of the Opinion that:
(1) the Shares, when issued in accordance with the terms of the
DRIP against payment in full of the purchase price therefor,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to the firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
LONG, ALDRIDGE & NORMAN, LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 17, 1996
included or incorporated by reference in Eagle Bancshares, Inc.'s Form 10-K for
the year ended March 31, 1996 and to all references to our Firm included in
this registration statement.
Arthur Andersen LLP
Atlanta, Georgia
October 23, 1996
<PAGE> 1
EXHIBIT 99.1
EAGLE BANCSHARES, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ENROLLMENT
CARD
<PAGE> 2
CASH INVESTMENT TRANSMITTAL
<TABLE>
<CAPTION>
Enclosed is a check in the amount of $___________payable to SunTrust Bank, Atlanta which represents a cash investment by me
(us) under the terms of the Prospectus describing the Plan for investment in shares of Common Stock of Eagle Bancshares, Inc.
<S> <C>
- ------------------------------------------------- -----------------------------------------------------------------
Print name as stock is registered Signature SOCIAL SECURITY NUMBER
- ------------------------------------------------- -----------------------------------------------------------------
Print name as stock is registered Signature SOCIAL SECURITY NUMBER
, 19
- --------------------------------------------------------------------------------------------------- ---------------
Date
NOTICE: Please sign exactly as your account is registered. If shares are held jointly, each shareholder must sign.
Executors, Administrators, Trustees, Guardians, and other signing in a representative capacity, please give full titles.
</TABLE>
(PLEASE REMOVE THE ABOVE FORM BEFORE MAILING ENROLLMENT CARD.)
REGISTERED OWNER(S)
[ ]
[ ]
EAGLE BANCSHARES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ENROLLMENT CARD
Completion of this form appoints SunTrust Bank, Atlanta, Atlanta,
Georgia, your agent and directs them to apply your cash dividends in accordance
with the option you have selected.
Your participation is subject to the terms of the Prospectus describing
the Plan. You may withdraw or change your election by notifying SunTrust Bank,
Atlanta in writing.
Please address all inquiries concerning the Plan to SunTrust Bank,
Atlanta, Dividend Reinvestment Department, P.O. Box 4625, Atlanta,
Georgia 30302.
Please enroll me in the Dividend Reinvestment and Stock Purchase Plan
of Eagle Bancshares, Inc. as indicated on this Enrollment Card.
[Do not return this form unless you wish to participate in the Plan.]
All registered holders must sign their name exactly as their stock is
registered.
THIS IS NOT A PROXY
CHECK ONE CHOICE ONLY - SIGN NAME(S) EXACTLY AS STOCK IS REGISTERED.
<TABLE>
<CAPTION>
/ / FULL DIVIDEND REINVESTMENT - I wish to reinvest all cash dividends on all shares of Common Stock now or hereafter
registered in my name in additional shares of such stock.
/ / PARTIAL DIVIDEND REINVESTMENT - I wish to reinvest dividends on _________shares of Common Stock and receive cash
dividends on all other shares registered in my name.
<S> <C>
- ------------------------------------------------- -----------------------------------------------------------------
Print name as stock is registered Signature SOCIAL SECURITY NUMBER
- ------------------------------------------------- -----------------------------------------------------------------
Print name as stock is registered Signature SOCIAL SECURITY NUMBER
, 19
- --------------------------------------------------------------------------------------------------- ---------------
Date
PLEASE CHECK TO SEE THAT THIS FORM HAS BEEN PROPERLY SIGNED BEFORE MAILING FOLD OVER, MOISTEN AND SEAL
</TABLE>
<PAGE> 1
EXHIBIT 99.2
EAGLE BANCSHARES, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN BROCHURE
<PAGE> 2
INVEST IN
EAGLE BANCSHARES STOCK
WITH NO COMMISSIONS,
NO FEES, NO HASSLES.
[LOGO] EAGLE BANCSHARES, INC.
DIVIDEND REINVESTMENT
& STOCK PURCHASE PLAN
<PAGE> 3
EAGLE BANCSHARES, INC.
DIVIDEND REINVESTMENT PLAN
The Eagle Bancshares' Dividend Reinvestment Plan was established to provide
shareholders with an easy way to purchase additional shares of EBSI stock. The
Plan allows shareholders to reinvest their quarterly dividends and make cash
investments in EBSI stock for a minimum of $25 and up to $5,000 per quarter,
with no brokerage commissions or administrative charges.
All holders of record of shares of Common Stock are eligible to
participate in the Plan. In order to be eligible to participate, beneficial
owners of shares of Common Stock of the Company whose shares are registered in
names other than their own, such as shares held in street name, must either
arrange for the holder of record to join the Plan or have the shares they wish
to enroll in the Plan transferred into their own name.
BENEFITS TO SHAREHOLDERS
- - No commission or service charge is paid by a participant in connection with
purchases under the Plan.
- - Full investment of funds is possible under the Plan because the Plan permits
fractions of shares computed to four decimal places, as well as whole shares,
to be reinvested in additional shares of Common Stock with such shares credited
to a participant's account.
- - Your personal records maintenance is simplified by the detailed cumulative
statement which is mailed after each investment.
- - The Plan is entirely voluntary. You may join or terminate your participation
at any time.
HOW THE PLAN WORKS
Once you have enrolled by returning the enclosed authorization card, the
service under the Plan is automatic. SunTrust Bank, Atlanta (the "Bank") as
your agent, will administer the Plan for participants, maintain records, send
regular statements of account to participants and perform other duties relating
to the Plan.
RETENTION OF SHARES
For your convenience, the Bank will hold in safekeeping the shares it has
purchased for you. However, upon your written request, the Bank will issue to
you certificates for any full shares you acquired through the Plan.
STATEMENT OF ACCOUNT
You will receive a detailed statement of your dividend reinvestment account
from the Bank soon after each quarterly dividend has been invested.
COSTS
There are no charges to participants in connection with purchases under the
Plan. You will be allocated shares based upon the Company's cost to issue or
purchase the shares.
OPTIONS
A participant in the Plan may:
(a) have cash dividends on all of such participant's shares of Common Stock
automatically reinvested, or
(b) have cash dividends on a portion of such participant's shares of Common
Stock automatically reinvested, or
(c) invest in additional shares of Common Stock by making optional cash
purchases in any amount from the minimum of $25 up to a maximum of $5,000 per
calendar quarter, regardless of whether or not any such dividends automatically
are being reinvested.
INCOME TAXES
Under applicable provisions of the Internal Revenue Code, dividends, even though
automatically reinvested, continue to be taxable as ordinary income to the
shareholder.
HOW TO JOIN
Just complete and mail the enclosed application form for the Dividend
Reinvestment Plan to:
SunTrust Bank,Atlanta
Attn: Dividend Reinvestment Department
P.O. Box 4625
Atlanta, GA 30302
1-800-568-3476 and 404-588-7822
Direct all questions to SunTrust Bank. Be sure to include a reference to Eagle
Bancshares, Inc. in your correspondence.
