As filed with the Securities and Exchange Commission on September 10, 1997
Registration No. _____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
UNION FINANCIAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 57-1001177
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(State or other jurisdiction of incorporation (IRS. Employer
or organization) Identification No.)
203 West Main Street
Union, South Carolina 29379
(864) 427-9000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Paul M. Aguggia, Esq.
Aaron M. Kaslow, Esq.
Breyer & Aguggia
Suite 470 East
1300 I Street, N.W.
Washington, D.C. 20005
(202) 737-7900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of 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 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
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Shares Amount to be Price Offering Registration
to be Registered Registered(1) Per Unit(2) Price(2) Fee
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Common Stock,
par value
$0.01 per
share 150,000 $22.38 $3,357,000 $1,017
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(1) Pursuant to Rule 416, this Registration Statement also covers an
indeterminate number of shares of Common Stock as may become issuable as
a result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee.
Based on the average of bid and asked price as of September 5, 1997
pursuant to Rule 457(c).
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[Union Financial letterhead]
Dear Stockholder:
I am pleased to send you this prospectus describing the Dividend
Reinvestment and Stock Purchase Plan (the "Plan") of Union Financial
Bancshares, Inc. ("Union Financial" or the "Corporation"). The Board of
Directors of Union Financial has voted to establish the Plan under which
shares of the Corporation's common stock ("Common Stock") are available for
sale to the stockholders of the Corporation at a 5% discount from the average
of the bid and ask trading prices on the Investment Date. You pay no service
charges or brokerage commissions for Common Stock purchased under the Plan.
Participants in the Plan may:
. automatically reinvest all of the dividends on their Common Stock in
additional shares of Common Stock of the Corporation and, if they
wish, make monthly optional cash payments of as little as $25 per
investment and as much as $50,000 per year to purchase additional
shares of Common Stock of the Corporation;
or
. continue to receive cash dividends on all shares and make monthly
optional cash payments of as little as $25 per investment or as much
as $50,000 per year to purchase additional shares of Common Stock of
the Corporation.
The Plan is completely voluntary. You may terminate your participation
at any time. If you wish to participate in the Plan, return the enclosed
Authorization Form. If you decide not to participate in the Plan, you will
continue to receive your dividends, if and when declared, by check from the
Corporation.
The accompanying material presents the details of the Plan in a simple
question-and-answer format. Also set forth is important information regarding
Union Financial. Please read this material carefully. It should answer most
questions you may have about the Plan. If you have additional questions,
please address them to Investor Relations, Union Financial Bancshares, Inc.,
203 West Main Street, Union, South Carolina 29379 (telephone number (864)
427-9000) or to Registrar and Transfer Company, Dividend Reinvestment Plans,
10 Commerce Drive, Cranford, New Jersey 07016 (telephone number (800)
368-5948).
Sincerely,
Dwight V. Neese
President and Chief Executive Officer
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PROSPECTUS
Union Financial Bancshares, Inc.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
_______________________
Common Stock
(Par Value $0.01 Per Share)
_______________________
The Dividend Reinvestment and Stock Purchase Plan ("the Plan") of Union
Financial Bancshares, Inc. ("Corporation") provides holders of record of
shares of the Corporation's common stock, par value $0.01 per share ("Common
Stock"), with a convenient and economical way to purchase shares of the
Corporation's Common Stock and to reinvest at no cost their cash dividends in
additional shares of Common Stock. Any holder of record of shares of Common
Stock is eligible to participate in the Plan. Beneficial owners of Common
Stock whose only shares are registered in names other than their own (e.g.
held in street name in a brokerage account) are not eligible until they become
stockholders of record by withdrawing the shares from their brokerage account
and registering the shares in their own name.
Participants in the Plan may elect to have the cash dividends paid on
their shares of Common Stock automatically reinvested in additional shares of
Common Stock. Participants may also purchase additional shares of Common
Stock by making optional cash investments in accordance with the provisions of
the Plan. Holders of Common Stock who choose not to participate in the Plan
will continue to receive cash dividends on shares of Common Stock registered
in their name, as declared.
Shares of Common Stock purchased under the Plan will be purchased either
directly from the Corporation or in the open market. The purchase price for
each share of Common Stock purchased with reinvested dividends and optional
cash payments will be 95% of the market price for the relevant date of
investment. See Question 14.
This Prospectus relates to 150,000 shares of Common Stock registered for
sale under the Plan. Such shares may be either authorized but unissued shares
or shares reacquired and held in the Corporation's treasury. This Prospectus
also covers an indeterminate number of shares of Common Stock as may become
issuable as a result of stock splits, stock dividends or similar transactions.
Participants should retain this Prospectus for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE SHARES OF THE CORPORATION'S COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
The date of this Prospectus is September 10, 1997.
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AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "SEC" or the "Commission").
Such reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at the following regional offices of the Commission: 7 World Trade Center,
Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60621. Copies of such material also can be obtained at
prescribed rates from the Commission's Public Reference Section at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Reports, proxy
statements and other information filed by the Corporation are also available
on the Internet at the Commission's World Wide Web site at http://www.sec.gov.
This Prospectus constitutes part of a Registration Statement on Form S-3
filed by the Corporation with the Commission under the Securities Act of 1933,
as amended. This Prospectus omits certain of the information contained in the
Registration Statement in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and
related exhibits for further information with respect to the Corporation and
the Common Stock. Statements contained herein concerning the provisions of
any document are not necessarily complete and, in each instance, where a copy
of such document has been filed as an exhibit to the Registration Statement or
otherwise has been filed with the Commission, reference is made to the copy so
filed. Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Corporation with the SEC are hereby
incorporated by reference: (i) the Corporation's Annual Report on Form 10-KSB
for its fiscal year ended September 30, 1996, (ii) the Corporation's Quarterly
Reports on Form 10-QSB for the quarters ended December 31, 1996, March 31,
1997 and June 30, 1997; and (iii) the Corporation's Current Reports on Form
8-K dated October 8, 1996.
All documents subsequently filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to termination of this offering shall be deemed to be
incorporated by reference from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this material to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
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The Corporation will provide without charge to each person to whom this
Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated by reference herein
(other than certain exhibits to such documents). Written or oral request
should be directed to the Corporate Secretary, Union Financial Bancshares,
Inc., 203 West Main Street, Union, South Carolina 29379 (telephone number
is(864) 427-9000).
THE CORPORATION
The Corporation was formed in 1994 for the purpose of becoming a savings
and loan holding company for Provident Community Bank, formerly Union Federal
Savings Bank (the "Bank"). Subsequent to the completion of the holding
company reorganization, the Corporation has engaged in no significant activity
other than holding the stock of the Bank and certain passive investment
activities.
The Bank is a federally-chartered, capital stock savings bank
headquartered in Union, South Carolina. The Bank, which was originally
chartered in 1934 as a mutual savings and loan association, converted from
mutual to stock form in 1987. The Bank conducts its operations through its
main office, which is located at 203 West Main Street, Union, South Carolina,
and three full service branch offices located in Union, Jonesville and
Laurens, South Carolina. The Bank is a member of the Federal Home Loan Bank
and its deposits are insured up to applicable limits by the Savings
Association Insurance Fund of the Federal Deposit Insurance Corporation.
The business of the Bank consists primarily of attracting deposits from
the general public and originating mortgage loans on residential properties
located in South Carolina. The Bank also makes commercial real estate,
construction and consumer loans and invests in obligations of the federal
government and its agencies and of state and local municipalities. The
principal sources of funds for the Bank's lending activities include deposits
received from the general public, interest and principal repayments on loans
and, to a lesser extent, borrowings. The Bank's primary source of income is
interest earned on loans and investments. The Bank's principal expense is
interest paid on deposit accounts and borrowings and expenses incurred in
operating the Bank.
UNION FINANCIAL BANCSHARES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
On May 20, 1997, the Board of Directors of the Corporation voted to adopt
this Plan under which shares of the Corporation's authorized but unissued
Common Stock, par value $.01 per share, are available for issuance and sale to
the stockholders of the Corporation. The Plan will be in effect until
amended, altered or terminated. The Corporation has reserved 150,000 shares
of its Common Stock for issuance and sale under the Plan pursuant to this
Prospectus. The Plan is set forth below as a series of questions and answers
explaining its significant aspects.
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PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a simple and
convenient method of reinvesting cash dividends paid on shares of Common Stock
of the Corporation and investing optional cash payments in shares of Common
Stock without payment of any brokerage commission or service charge. Shares
of Common Stock purchased under the Plan by participants will be issued by the
Corporation. To the extent that such additional shares are purchased directly
from the Corporation, the Corporation will receive additional funds to be used
for general corporate purposes. The Corporation expects that generally all
Plan purchases will be directly from the Corporation.
The Plan offers participants the following options: (a) to have all the
cash dividends on their shares of Common Stock automatically reinvested in
Common Stock of the Corporation and to make optional cash payments of not less
than $25 per investment nor more than $50,000 per year for the purchase of
additional shares, or (b) to continue to receive cash dividends on all shares
and to make optional cash payments of not less than $25 per investment nor
more than $50,000 per year for the purchase of additional shares.
2. What are the advantages of the Plan?
(a) The Plan provides participants with the opportunity to reinvest cash
dividends paid on all of their shares of Common Stock in additional shares of
Common Stock at a discount of 5% from the average of the bid and ask prices of
such shares on the Investment Date (see Question 14).
(b) The Plan provides participants with the opportunity to make monthly
investments of optional cash deposits, subject to minimum and maximum amounts,
for the purchase of additional shares of Common Stock at a discount of 5% from
the average of the bid and ask prices of such shares on the Investment Date
(see Question 14).
(c) No brokerage commissions or service charges are paid by participants
in connection with any purchase of shares made under the Plan.
(d) All cash dividends paid on participants' shares can be fully
invested in additional shares of Common Stock because the Plan permits
fractional shares to be credited to Plan accounts. Dividends on such
fractional shares, as well as on whole shares, will also be reinvested in
additional shares which will be credited to Plan accounts.
(e) Periodic statements reflecting all current activity, including share
purchases and latest Plan account balance, simplify participants' record
keeping.
(f) The Plan Administrator provides for the safekeeping of stock
certificates for shares credited to each Plan account.
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ADMINISTRATION
3. Who administers the Plan for participants?
Registrar and Transfer Company, the Corporation's stock transfer agent,
(the "Plan Administrator") administers the Plan for participants by
maintaining records, sending statements of account to participants and
performing other duties relating to the Plan. Shares of Common Stock
purchased under the Plan are registered in the name of the Plan
Administrator's nominee, as agent for participants in the Plan, and are
credited to the accounts of the participants in the Plan. The Corporation may
replace the Plan Administrator at any time within its sole discretion.
The Plan Administrator may be contacted by mail at:
Registrar and Transfer Company
Dividend Reinvestment Plans
10 Commerce Drive
Cranford, New Jersey 07016
(800) 368-5948
PARTICIPATION
4. Who is eligible to participate?
All holders of record of Common Stock are eligible to participate in the
Plan. If the shares you hold are in your own name, you may participate
directly in the Plan. If your stock is registered in another party's name
(e.g., in a broker's "street name" or in the name of a bank nominee), you must
become a stockholder of record by having the shares transferred into your
name. Stockholders who reside in jurisdictions in which it is unlawful for
the Corporation to permit their participation are not eligible to participate
in the Plan.
5. How does an eligible stockholder participate?
To participate in the Plan, a stockholder must complete an Authorization
Form and return it to the Plan Administrator. An Authorization Form is
enclosed with this Prospectus. Additional copies of the Authorization Form
will be provided from time to time to the holders of the Corporation's Common
Stock, and may be obtained at any time by written request to Union Financial
Bancshares, Inc., 203 West Main Street, Union South Carolina 29379, or to the
Plan Administrator at the address set forth in Question 3.
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6. When may an eligible stockholder join the Plan?
An eligible stockholder may join the Plan at any time. If the
Authorization Form is received by the Plan Administrator on or before the
record date for a dividend payment, and the participant elects to reinvest the
dividends in shares of Common Stock, such reinvestment of dividends will begin
with that dividend payment.
See Question 11 below for information concerning the investment of
optional cash payments.
7. What does the Authorization Form provide?
The Authorization Form allows you to indicate how you wish to participate
in the Plan by checking the appropriate box. You may indicate which of the
following investment options you choose:
(a) Full Dividend Reinvestment directs the Corporation to pay the Plan
Administrator for reinvestment in accordance with the Plan all the cash
dividends on all of the shares of Common Stock then or subsequently owned by
participants, and also permits participants to make optional cash payments
for the purchase of additional shares of Common Stock in accordance with the
Plan; or
(b) Additional Cash Purchase Only permits participants to make optional
cash payments for the purchase of additional shares of Common Stock in
accordance with the Plan, without participation in dividend reinvestment.
Participants may select either of the two options. If the dividend
reinvestment option is chosen, dividends will be reinvested on a cumulative
basis on all the shares held of record by the participant and on all Plan
shares held in the Plan account, until the participant specifies otherwise or
withdraws from the Plan altogether, or until the Plan is terminated.
The Authorization Form also appoints the Plan Administrator as agent for
each participant and directs the Plan Administrator to apply cash dividends
and any optional cash payments a participant might make to the purchase of
shares of Common Stock in accordance with the terms of the Plan.
8. May a stockholder have dividends reinvested under the Plan with respect
to less than all of the shares of Common Stock registered in that
stockholder's name?
No. Participants may only have dividends reinvested with respect to all
of the shares of Common Stock registered in that stockholder's name.
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OPTIONAL CASH PAYMENTS
9. How do optional cash payments work?
If a stockholder participant chooses to participate by optional cash
payments, the Plan Administrator will apply any optional cash payment received
by the Plan Administrator from the participant to the purchase of shares of
Common Stock for the participant's account. If the participant has elected
the dividend reinvestment option, dividends payable on shares of Common Stock
purchased with optional cash payments will be automatically reinvested in
shares of Common Stock.
The intended purpose of the Plan is meant to preclude any person,
organization, or other entity from establishing a series of related accounts
for the purpose of conducting arbitrage operations and/or exceeding the
optional cash payment limit.
10. How are optional cash payments made?
An initial optional cash payment may be made by participants when
enrolling by enclosing a check for not less than $25 nor more than $50,000
with the Authorization Form. Checks should be made payable to Registrar and
Transfer Company and returned along with the Authorization Form in the
envelope provided. Thereafter, optional cash payments may be made each month
by sending to the Plan Administrator the participant's check for not less than
$25 nor more than $50,000, together with the account identification stub
furnished by the Plan Administrator.
The election to make optional cash payments is available to each
participant at any time. Optional cash payments by participants must be at
least $25 per calendar month and cannot exceed a total of $50,000 in any year.
The same amount of money need not be sent each month and there is no
obligation to make an optional cash payment at any time.
11. When will optional cash payments received by the Plan Administrator be
invested?
Optional cash payments will be invested on the Investment Date as defined
in Question 12 below. Optional cash payments received by the Plan
Administrator less than two business days before a given Investment Date will
be returned to the participant by the Plan Administrator. Since no interest
will be paid by the Corporation or the Plan Administrator on optional cash
payments, participants are urged to make optional cash payments shortly before
the Investment Date. However, participants should allow sufficient time to
insure that an optional cash payment will be received at least two business
days before the Investment Date. Participants may request in writing that the
Plan Administrator return all or a portion of their uninvested optional cash
payments at any time up to two business days before the Investment Date. Any
optional cash payment received more than 30 days before an Investment Date
will be returned. OPTIONAL
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CASH PAYMENTS DO NOT CONSTITUTE DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE FDIC OR ANY GOVERNMENT AGENCY.
PURCHASES
12. When will purchases be made?
In a month in which a regular dividend is paid on the Common Stock, the
investment date for the regular dividend on the Common Stock and any optional
cash payments is the dividend payment date; but in a month in which a dividend
payment date for Common Stock does not occur, the investment date for optional
cash payments is the 10th day of such month (each, an "Investment Date").
Dividends, when declared, are generally paid on or about the 1st day of each
May, August, November and February. The corresponding record dates are
generally about the middle of the calendar month prior to the month in which
the dividend is paid. In any case, if an Investment Date falls on a day that
is not a trading day, the Investment Date will be the prior trading day.
13. How many shares of Common Stock will be purchased for participants?
The number of shares purchased for participants shall be determined by
dividing the amount of dividends and/or optional cash payments in the account
of each participant available for investment on the Investment Date by the
purchase price per share on such date. If the funds available from
participants are not sufficient to purchase an exact number of shares,
participants' plan accounts will be credited with fractional shares computed
to four decimal places, which will earn proportionate dividends as declared.
Participants may not specify the number of shares to be purchased on a given
Investment Date.
14. What will be the price of shares of Common Stock purchased under the
Plan?
The price of shares of Common Stock purchased by the Plan Administrator
from the Corporation for participants will be 95% of the average of the bid
and ask prices on the OTC Bulletin Board on the Investment Date, computed to
three decimal places. The Corporation may amend the Plan in the future to
eliminate or reduce the discount. The Corporation will bear all costs of
administering the Plan, except as described under Question 17 below.
15. May dividends on shares purchased through the Plan be sent directly to
the beneficial owner?
No. The purpose of the Plan is to provide participants with a convenient
method of purchasing shares of Common Stock and to have the dividends on those
shares reinvested. Accordingly, dividends paid on shares held in the Plan
will be automatically reinvested in additional shares of Common Stock unless
and until the participant elects to terminate participation in the Plan as to
any or all shares in the Plan as described
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below. See Questions 22 and 25. In the event a shareholder withdraws a
portion of his or her shares from the Plan, dividends will continue to be
reinvested in shares of Common Stock for the Common Stock remaining in the
Plan.
16. Will the Plan have a dilutive effect on the Corporation's book value per
share?
Possibly. The issuance of Common Stock purchased with reinvested
quarterly cash dividends and optional cash payments will have a dilutive
effect on the book value per share of the Corporation's Common Stock if such
shares are issued at a price below the then prevailing book value of the
Common Stock. The exact amount of such dilution will depend upon the number
of shares issued under the Plan and the issue price of such shares. All
stockholders have the right to participate in the Plan and reinvest cash
dividends in Common Stock of the Corporation and make limited optional cash
payments under the Plan.
COSTS
17. Are there any expenses to participants in connection with purchases of
Common Stock from the Corporation under the Plan?
All costs or expenses arising out of the purchase of shares pursuant to
the Plan, including the Plan Administrator's fees, will be paid by the
Corporation. There will be no brokerage fees for shares purchased under the
Plan. All administrative costs of the Plan will be paid by the Corporation.
REPORTS TO PARTICIPANTS
18. How will participants be advised of their purchases of stock?
As soon as practicable after each purchase, participants will receive a
statement of his or her account from the Plan Administrator. These statements
are participants' continuing record of the cost of shares purchased and the
number of shares acquired, and should be retained for tax purposes.
CASH DIVIDENDS
19. Will participants be credited with dividends on shares held in their
account under the Plan?
Yes. Participants' accounts will be credited with dividends on shares
held in their accounts. The Plan Administrator will reinvest the dividends in
additional shares of Common Stock.
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STOCK SPLITS, STOCK DIVIDENDS, AND RIGHTS OFFERINGS
20. What is the effect of a stock split, stock dividend or rights offering by
the Corporation under the Plan?
Any stock dividend or stock split declared by the Corporation on shares
held by the Plan Administrator for participants will be credited to
participants' accounts without charge. In the event that the Corporation
makes available to its shareholders the right to purchase additional shares,
debentures or other securities, such rights accruing on the shares held by the
Plan Administrator for participants will be sold and the proceeds of the sale
will be promptly applied to the purchase of additional shares of the
Corporation for participants' accounts. If, however, participants wish to
exercise such rights, they may, by written request received by the Plan
Administrator prior to the record date for such rights, obtain a certificate
for the full shares in their accounts so that such rights to purchase
additional shares accruing to those certificates will flow directly to the
participants.
STOCK CERTIFICATES
21. Will stock certificates be issued for shares of Common Stock purchased?
No. Certificates for Common Stock purchased under the Plan will not be
issued to participants. This service protects against the loss, theft and
destruction of stock certificates evidencing shares of the Corporation's
Common Stock. However, stock certificates will be issued to participants upon
specific written request. See Question 22. The number of shares credited to
an account under the Plan will be shown on the participant's statement of
account.
Participants' rights under the Plan and shares credited to the accounts
of participants under the Plan may not be pledged. Participants who wish to
pledge such shares must request that certificates for such shares be issued in
their name.
Accounts under the Plan are maintained in the names in which the
certificates of participants were registered at the time they entered the
Plan. Consequently, certificates for whole shares will be similarly
registered when issued.
WITHDRAWAL OF SHARES FROM THE PLAN
22. How may participants withdraw shares previously purchased under the Plan?
A shareholder who has previously purchased shares under the Plan may
withdraw all or a portion of such shares from their Plan account by notifying
the Plan Administrator in writing to that effect and specifying in the notice
the number of shares to be withdrawn. Certificates for whole shares so
withdrawn will be registered in the name of
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and issued to the participant. Certificates representing fractional interests
will not be issued.
If a notice of withdrawal is received less than 15 days before a dividend
record date, the previously purchased shares will be withdrawn from the
participant's account but dividends paid for that record date will be
reinvested and the shares credited to the participant's account. Provided
that notice of withdrawal is received no later than 15 days before a dividend
record date, the previously purchased shares will be withdrawn from the
participant's account and all future dividends on such shares will be paid in
cash and sent directly to the participant if the participant has elected only
the optional cash payment feature. Whether or not shares have been withdrawn,
dividends will continue to be reinvested and shares will be credited to the
participant's account if the participant has elected and not discontinued the
dividend reinvestment feature.
23. What happens to any fractional interest when participants withdraw from
the Plan?
Any fractional interest withdrawn will be liquidated at the then current
market value and a cash payment made promptly from the proceeds less brokerage
commissions and transfer taxes, if any. The current market value will be
determined in the same manner as the price for shares purchased through the
Plan. See Question 14. The net sales proceeds for any fractional interest
together with certificates for whole shares will be mailed to the withdrawing
participant by the Plan Administrator.
24. What happens to participants' Plan accounts if all shares held in the
Plan by the participant are transferred or sold?
If you cease to be a record shareholder, you cease to be eligible to
participate in the Plan. Periodically, the Plan Administrator will review
nonrecord-shareholder Plan accounts and may issue a certificate for whole
shares and a cash payment for any fractional share (as described above) to
close each such account.
TERMINATION OF PARTICIPATION
25. How may participation in the Plan be terminated?
Participants may terminate participation in the Plan at any time by
notifying the Plan Administrator in writing. Any notice of termination
received by the Plan Administrator less than five business days before the
next dividend record date will not be effective until dividends paid for such
record date have been reinvested and the shares credited to the participant's
account.
Upon termination of participation in the Plan, the Plan Administrator
will send the participant a stock certificate for the number of whole shares
in the participant's account and a check in the amount equal to the value of
any fractional share, based upon the market price of the Common Stock. See
Question 14.
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ADDITIONAL SERVICES
26. Safekeeping of Shares
As an additional service to the Plan participants, you may deposit
certificates for shares of Common Stock of the Corporation held by you with
the Plan Administrator for safekeeping. If you wish to use this service, you
should send to the Plan Administrator the certificate or certificates to the
address set forth in Question 3. Delivery of certificates is at the risk of
the shareholder and, for delivery by mail, insured registered mail with return
receipt requested is recommended. The receipt of any shares delivered for
safekeeping will be shown on your account statement. Participating
shareholders may withdraw their shares from the Plan Administrator's custody
at any time by requesting in writing that a certificate be issued for some or
all of the full shares held by it.
OTHER INFORMATION
27. What happens when participants sell or transfer all of the shares
registered in their name?
If participants dispose of all shares of Common Stock registered in their
name (other than shares credited to their account under the Plan), the Plan
Administrator will continue to reinvest the dividends on the shares credited
to their account under the Plan until the participant withdraws from the Plan;
provided, however, that if following such a disposition of stock the
participant's account under the Plan contains less than five shares of Common
Stock, then at the Corporation's election, a certificate will be issued for
the full shares in the account, any fractional shares in the account will be
sold and the proceeds paid to the participant, and the account will be
terminated.
28. How will participants' shares held under the Plan be voted at meetings of
stockholders?
Shares credited to the account of participants under the Plan (other
than fractional shares) will be automatically added to the shares covered by
the proxy sent to the stockholder with respect to their other shares in the
Corporation and may be voted by such holder pursuant to such proxy.
29. What are the income tax consequences of participation in the Plan?
In general, participants in the Plan have the same federal and state
income tax obligations with respect to dividends credited to their accounts
under the Plan as other holders of shares of Common Stock who elect to receive
cash dividends directly. Participants are treated for income tax purposes as
having received, on the dividend payment date, a dividend in an amount equal
to the fair market value of the Common Stock credited to their account under
the Plan, even though that amount was not actually received by the participant
in cash but, instead, was applied to the purchase of additional shares for
their account.
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The basis of each share credited to participants' accounts pursuant to
the dividend reinvestment aspect of the Plan is the fair market value of the
Common Stock, and the holding period for such shares begins on the day
following the dividend payment date. The difference between the fair market
value of the Common Stock and the cash payment therefore, will be taxable to
the shareholder as ordinary income. The basis of the shares credited to
participants' accounts pursuant to the optional cash investment aspect of the
Plan is the amount paid by the participant to acquire the shares. The holding
period for such shares begins on the day following the Investment Date.
The receipt by participants of certificates representing whole shares
previously credited to their account under the Plan upon withdrawal from the
Plan or pursuant to the request of the participant will not result in the
recognition of taxable income. Participants will recognize a gain or loss
when fractional shares are sold on behalf of the participant upon withdrawal
from the Plan or when the participant sells shares after the participant's
withdrawal from the Plan.
Each shareholder should consult his or her own tax adviser regarding the
income tax effect of participation in the Plan.
30. What are the responsibilities of the Corporation under the Plan?
The Corporation and the Plan Administrator in administering the Plan will
not be liable for any act done in good faith or for the good faith omission to
act, including, without limitation, any claim of liability arising out of
failure to terminate participants' accounts upon the participant's death or
judicially declared incompetency prior to receipt by the Plan Administrator of
notice in writing of such death or incompetency or with respect to the prices
at which shares are purchased for the participant's account, and the times
when such purchases are made, or with respect to any loss or fluctuation in
the market value after purchase of shares.
31. Who bears the risk of market price fluctuations in the Common Stock?
Participants' investments in shares acquired under the Plan are no
different from direct investments in shares of the Corporation. The
participant bears the risk of loss and realizes the benefits of any gain from
market price changes with respect to all such shares held in the Plan, or
otherwise.
32. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified or terminated at any time by
the Board of Directors of the Corporation without the approval of the
participants. Notice of any such suspension or termination or material
amendment or modification will be sent to all participants, who shall at all
times have the right to withdraw from the Plan.
The Corporation or the Plan Administrator may terminate a stockholder's
individual participation in the Plan at any time by written notice to the
stockholder. In
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such event, the Plan Administrator will request instructions from the
participant for disposition of the shares in the account. If the Plan
Administrator does not receive instructions from the participant, it will send
the participant a certificate for the number of full shares held for the
participant under the Plan and a check for any fractional share.
DESCRIPTION OF CAPITAL STOCK
The Corporation is authorized to issue 2,500,000 shares of Common Stock
and 500,000 shares of preferred stock, par value $0.01 per share. Each share
of Common Stock has the same relative rights and is identical in all respects
with every other share of Common Stock. The following summary does not
purport to be a complete description of the applicable provisions of the
Corporation's Certificate of Incorporation and Bylaws or of applicable
statutory or other law, and is qualified in its entirety by reference thereto.
See "AVAILABLE INFORMATION."
Common Stock
Voting Rights. The holders of Common Stock possess exclusive voting
rights in the Corporation. Each holder of Common Stock is entitled to one
vote for each share held of record on all matters submitted to a vote of
holders of Common Stock. Holders of shares of Common Stock are not entitled
to cumulate votes for the election of directors.
Dividends. The holders of Common Stock are entitled to such dividends as
the Board of Directors may declare from time to time out of funds legally
available therefor. Dividends from the Corporation depend upon the receipt by
the Corporation of dividends from the Bank because the Corporation generally
has no source of income other than dividends from the Bank.
Liquidation. In the event of liquidation, dissolution or winding up of
the Corporation, the holders of shares of Common Stock are entitled to share
ratably in all assets remaining after payment of all debts and other
liabilities of the Corporation.
Other Characteristics. Holders of Common Stock do not have any
preemptive, conversion or other subscription rights with respect to any
additional shares of Common Stock which may be issued. Therefore, the Board
of Directors may authorize the issuance and sale of shares of capital stock of
the Corporation without first offering them to existing shareholders of the
Corporation. The Common Stock is not subject to any redemption or sinking
fund provisions.
Preferred Stock
The Corporation's Certificate of Incorporation authorizes the Board of
Directors to issue from time to time one or more series of preferred stock
with such designations and preferences, relative, participating, optional and
other special rights and qualifications,
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<PAGE>
limitations and restrictions thereon, as permitted by law and as fixed from
time to time by resolution of the Board of Directors. Because of its broad
discretion with respect to the creation and issuance of any series of
preferred stock without stockholder approval, the Board of Directors could
adversely affect the voting power of the holders of common stock, and by
issuing shares of preferred stock with certain voting, conversion and/or
redemption rights, could discourage any attempt to obtain control of the
Corporation in any transaction not approved by the Board of Directors.
USE OF PROCEEDS
The Corporation does not know the number of shares of Common Stock that
ultimately will be sold under the Plan, or the prices thereof, but the
Corporation intends to use the net proceeds from the sale of Common Stock
offered pursuant to the Plan for general corporate purposes, including
increased lending.
LEGAL OPINIONS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Breyer & Aguggia, special counsel for the Corporation.
EXPERTS
The consolidated financial statements of the Corporation as of September
30, 1996, and the related consolidated statements of income, shareholders'
equity and cash flows for the year then ended, incorporated in this Prospectus
by reference to the Corporation's Annual Report on Form 10-KSB for the year
ended September 30, 1996, have been so incorporated in reliance upon the
report of Elliott, Davis & Company, LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The consolidated financial statements of the Corporation as of September
30, 1995 and for each of the two years in the period ended September 30, 1995
included in the Corporation's Annual Report of Form 10-KSB for the year ended
September 30, 1996 and incorporated by reference herein, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated herein by reference, and has been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers or persons
controlling the Corporation
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<PAGE>
pursuant to the foregoing provisions, the Corporation has been informed that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is therefore
unenforceable.
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<PAGE>
No person has been authorized to give
any information or make any
representations not contained in this
Prospectus in connection with the offer
made hereby, and, if given or made, any
such information or representation must
not be relied upon as having been
authorized by the Corporation.
This Prospectus does not constitute an
offer to sell or a solicitation of an offer
to buy any of the securities offered
hereby in any jurisdiction in which, or
to any person to whom, such offer or
solicitation would be unlawful. Neither
the delivery of this Prospectus nor any
sale hereunder shall under any
circumstances create any implication
that there has been no change in the
affairs of the Corporation since any of
the dates as of which information is
furnished herein or since the date
hereof.
Table of Contents Page
----
Available Information . . . . . . . . . . 3
Incorporation of Certain
Information by Reference. . . . . . . . 3
The Corporation . . . . . . . . . . . . . 4
Union Financial Bancshares,
Inc. Dividend Reinvestment
and Stock Purchase Plan . . . . . . . . 4
Description of Capital Stock. . . . . . . 15
Use of Proceeds . . . . . . . . . . . . . 16
Legal Opinions. . . . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . . . . 16
Indemnification . . . . . . . . . . . . . 16
<PAGE>
<PAGE>
UNION FINANCIAL
BANCSHARES, INC.
Common Stock
($0.01 Par Value)
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
PROSPECTUS
September 10, 1997
<PAGE>
<PAGE>
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of Issuance and Distribution.
Estimated expenses are expected to be minimal and will be paid by the
Corporation.
Item 15. Indemnification of Directors and Officers.
Article XVI of the Holding Company's Certificate of Incorporation
provides for indemnification of the directors, officers, employees and agents
of the Holding Company for expenses (including attorney's fees) actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed action or suit if such director is successful
on the merits or otherwise, or acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interest of the
Holding Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities:
145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.-- (a) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him
or her in connection with the defense or settlement of such action or suit if
he or she acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in
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defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him or her in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made (1)
by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him or her or incurred by him or her any such capacity, or arising out
of his or her status as such, whether or not the corporation would have the
power to indemnify him or her against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers, and employees or agents,
so that any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under this section with respect to the resulting or
surviving corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to
in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director,
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officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Item 16. Exhibits
5. Opinion of Breyer & Aguggia
23.1 Consent of Breyer & Aguggia (contained in its opinion)
23.2 Consent of Elliott, Davis & Company, LLP
23.3 Consent of Deloitte & Touche LLP
24. Power of attorney (contained in signature page)
99. Authorization card
Item 17. Undertakings.
The undersigned hereby undertakes that, for the purpose of determining
any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Union, State of South Carolina, on
the 10th day of September, 1997.
UNION FINANCIAL BANCSHARES, INC.
By: /s/ Dwight V. Neese
-----------------------------------
Dwight V. Neese
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Union Financial Bancshares,
Inc. (the "Corporation") do hereby severally constitute and appoint Dwight V.
Neese and Richard H. Flake true and lawful attorneys and agents to do any and
all things and acts in our names in the capacities indicated below and to
execute any and all instruments for us and in our names in the capacities
indicated below which said Dwight V. Neese and Richard H. Flake may deem
necessary or advisable to enable the Corporation to comply with the Securities
Act of 1933 in connection with the Registration Statement on Form S-3 relating
to the offering of the Corporation's Common Stock, including specifically, but
not limited to, power and authority to sign for us or any of us in our names
in the capacities indicated below the Registration Statement and any and all
amendments (including post-effective amendments) thereto; and we hereby ratify
and confirm all that said Dwight V. Neese and Richard H. Flake shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
By: /s/ Dwight V. Neese Date: September 10, 1997
------------------------------------------
Dwight V. Neese
President, Chief Executive Officer
and Director (Principal Executive Officer)
By: /s/ Richard H. Flake Date: September 10, 1997
------------------------------------------
Richard H. Flake
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
By: /s/ Carl L. Mason Date: September 10, 1997
------------------------------------------
Carl L. Mason
Chairman of the Board
<PAGE>
<PAGE>
By: /s/ William M. Graham Date: September 10, 1997
------------------------------------------
William M. Graham
Vice Chairman of the Board
By: /s/ Mason G. Alexander Date: September 10, 1997
------------------------------------------
Mason G. Alexander
Director
By: /s/ James W. Edwards Date: September 10, 1997
------------------------------------------
James W. Edwards
Director
By: /s/ Louis M. Jordan Date: September 10, 1997
------------------------------------------
Louis M. Jordan
Director
By: /s/ David G. Russell Date: September 10, 1997
------------------------------------------
David G. Russell
Director
<PAGE>
<PAGE>
Exhibit 5
Opinion of Breyer & Aguggia
<PAGE>
<PAGE>
1300 I Street, N.W.
Suite 470 East
Washington, D.C. 20005
Telephone (202) 737-7900
Breyer & Aguggia Facsimile (202) 737-7979
==============================================================================
September 10, 1997
Board of Directors
Union Financial Bancshares, Inc.
203 W. Main Street
Union, South Carolina 29379
RE: Union Financial Bancshares, Inc.
Registration Statement on Form S-3
Gentlemen:
You have requested our opinion as special counsel for Union Financial
Bancshares, Inc. (the "Corporation"), a Delaware corporation, in connection
with the above-referenced registration statement filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
In rendering this opinion, we understand that the common stock of the
Corporation will be offered and sold in the manner described in the
Prospectus, which is part of the Registration Statement. We have examined
such records and documents and made such examination as we have deemed
relevant in connection with this opinion.
Based upon the foregoing, it is our opinion that the shares of common
stock of the Corporation will upon issuance be legally issued, fully paid and
nonassessable.
This opinion is furnished for use as an exhibit to the Registration
Statement. We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us under the heading "Legal
Opinions."
Very truly yours,
/s/ Breyer & Aguggia
BREYER & AGUGGIA
Washington, D.C.
<PAGE>
<PAGE>
Exhibit 23.2
Consent of Elliott, Davis & Company, LLP
<PAGE>
<PAGE>
E
D
ELLIOTT, DAVIS & COMPANY, L.L.P.
Certified Public Accountants
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference, in the Registration Statement on
Form S-3 pertaining to the Dividend Reinvestment and Stock Purchase Plan of
Union Financial Bancshares, Inc., of our report dated November 14, 1996, with
respect to the consolidated financial statements of Union Financial Bancshares
and subsidiary incorporated by reference in the Annual Report on Form 10-KSB
for the year ended September 30, 1996.
/s/ Elliott, Davis & Company, LLP
September 10, 1997
Greenville, South Carolina
Internationally -- Moore Stephens Elliott Davis, L.L.C.
870 S. PLEASANTSBURG DRIVE POST OFFICE BOX 6286
GREENVILLE, SOUTH CAROLINA 29606-6286
TELEPHONE (864) 242-3370 TELEFAX (864) 232-7161
<PAGE>
<PAGE>
Exhibit 23.3
Consent of Deloitte & Touche LLP
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Union Financial Bancshares, Inc. on Form S-3 of our report dated November 21,
1995, appearing in and incorporated by reference in the Annual Report on Form
10-KSB of Union Financial Bancshares, Inc. for the year ended September 30,
1996 and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Greenville, SC
September 8, 1997
<PAGE>
<PAGE>
Exhibit 99
Authorization Card
<PAGE>
<PAGE>
Stock Purchase and Dividend
Reinvestment Plan
Authorization Form
Union Financial Bancshares, Inc.
- ----------------------------------
203 West Main Street
Union, South Carolina 29379
Please sign the authorization located on the reverse
side of this form and complete the information below
only if it has changed.
Name 1
- ----------------------------------
Name 2
- ----------------------------------
Street Address
- ----------------------------------
City/State/Zip Code
- ----------------------------------
Home Telephone Number
( )
- ----------------------------------
Business Telephone Number
( )
- ----------------------------------
<PAGE>
<PAGE>
NOTE: This Is Not A Proxy
Completion and return of this Authorization Form authorizes your enrollment in
the Union Financial Bancshares, Inc. Dividend Reinvestment and Stock Purchase
Plan. Do not return this form unless you wish to participate in the Plan.
Full Common Stock Dividend Reinvestment - If you check this option, you
authorize the purchase of additional shares of Common Stock with the cash
dividends on all shares of Common Stock currently or subsequently registered
in your name, as well as on the shares of Common Stock credited to your Plan
account.
You may also make optional cash payments at any time under the above option in
amounts of not less than $25.00 per payment, up to a total of $50,000.00 per
calendar year.
Optional Cash Purchases Only - If you check this option, a Plan account will
be established to receive your optional cash payments of not less than $25.00
per payment, up to a total of $50,000.00 per calendar year. Such cash
payments will be used to purchase additional shares of Common Stock.
If you choose to make an optional cash purchase, a check for your initial
optional cash purchase must accompany this Authorization Form. Your
participation is subject to the terms of the Plan set forth in the Prospectus.
Please return this Authorization Form in the envelope provided to: Registrar
and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016.
If you wish to reinvest dividends on your Common Stock, check the following:
[ ] Full Common Stock Dividend Reinvestment.
(The above option permits you to make optional cash purchases;
if you so choose, a check must accompany this form.)
If you wish to make optional cash purchases only, check the following:
[ ] Optional Cash Purchases Only.
(Check must accompany this card.)
A check in the amount of $_______________ payable to Registrar and
Transfer Company is enclosed.
Sign here exactly as name(s) appear on stock certificate(s). If shares are
held jointly, all holders must sign.
Stockholder X Date
------------------------------------- -------------------
Stockholder X Date
------------------------------------- -------------------
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