EXHIBIT 99.3
LETTER OF TRANSMITTAL
To Accompany Certificates Representing
Shares of Common Stock
of
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
Surrendered in connection with the Merger of
Golden Isles Financial Holdings, Inc. with and into ABC Bancorp
To: _____________
Exchange Agent
Attention: _________________
By Mail: By Hand:
____________________ _________________________
____________________ _________________________
____________________ _________________________
DO NOT SEND CERTIFICATES OR THIS LETTER OF TRANSMITTAL
TO GOLDIEN ISLES FINANCIAL HOLDINGS, INC. OR ABC BANCORP.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
In connection with the merger (the "Merger") of Golden Isles Financial
Holdings, Inc., a Georgia corporation (the "Company"), with and into ABC
Bancorp, a Georgia corporation ("ABC"), the undersigned registered holder(s) of
the stock certificate(s) (the "Certificates") formerly representing shares of
common stock, no par value per share, of the Company ("Company Common Stock"),
or the transferee or assignee of such registered holder(s), hereby surrenders
the Certificates in exchange for cash and certificates representing shares of
common stock, $1.00 par value per share, of ABC (the "ABC Common Stock")
pursuant to the terms of the Merger Agreement. (Unless otherwise provided
herein, all capitalized terms used herein are defined in the Instructions).
COMPANY SHARES TO WHICH THIS
LETTER OF TRANSMITTAL RELATES
Important: Shareholders must list below the Company Shares to which this Letter
of Transmittal relates.
Certificate No. Shares Represented by Each Certificate
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_________________ ________________________________________
_________________ ________________________________________
_________________ ________________________________________
_________________ ________________________________________
_________________ ________________________________________
Total Shares:
________________________________________________________________________________
(Name(s) of Registered Holder(s) -- Please Print)
________________________________________________________________________________
(Address)
________________________________________________________________________________
(Tax Identification or Social Security Numbers)
YOU MUST ENCLOSE CERTIFICATES FOR YOUR COMPANY SHARES WITH THIS LETTER OF
TRANSMITTAL (DULY ENDORSED IN BLANK OR OTHERWISE IF REQUIRED -- SEE INSTRUCTIONS
3 AND 4) IN A FORM ACCEPTABLE FOR TRANSFER ON THE BOOKS OF THE COMPANY.
SPECIAL PAYMENT INSTRUCTIONS
(See Instruction 4)
To be completed ONLY if the certificate(s) for ABC Common Stock to be issued
are to be registered in the name of someone other than the registered holder(s)
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of the Company Shares.
Certificate(s) for ABC Common Stock to be made issued to:*
Name: __________________________________________________
(Please Print)
Address: __________________________________________________
_________________________________________________
_________________________________________________
(Including Zip Code)
_________________________________________________________________
(Tax Identification or Social Security Number)**
*Only one recipient may be designated. Please attach additional sheets if
necessary.
**Section 6109 of the Internal Revenue Code of 1986, as amended (the "Code"),
requires recipients of dividends, interest and other payments to furnish
identifying numbers to the persons making such payments, who must report such
payments to the Internal Revenue Service. Recipients of such payments must
provide identification numbers whether or not they are required to file a tax
return or are covered by social security. The Code provides a penalty for
failure to provide such a number when required to do so.
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 6)
To be completed ONLY if the certificate(s) for ABC Common Stock to be issued
are to be registered in the name of the registered holder(s) of the Company
Shares but are to be sent to another person or to an address other than the
person or address to which this Letter of Transmittal was mailed.
Certificate(s) for ABC Common Stock to be delivered to:*
Name: ___________________________________________________
(Please Print)
Address: ___________________________________________________
___________________________________________________
(Including Zip Code)
*Please attach additional sheets if necessary.
ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND
AUTHORIZATIONS OF THE UNDERSIGNED
1. I, the undersigned, hereby acknowledge receipt of the Proxy
Statement/Prospectus dated ______________, 2001 relating to the Merger (the
"Proxy Statement") and agree that all actions, instructions and orders in this
Letter of Transmittal are subject to the terms and conditions of the Agreement
and Plan of Merger relating to the merger (the "Merger Agreement"), the Proxy
Statement and the Instructions applicable to this Letter of Transmittal. I also
represent and warrant that I have full authority to give the representations,
certifications and instructions contained in this Letter of Transmittal and to
surrender the Company Shares pursuant to the Merger, and I will, upon receipt,
execute any additional documents necessary or desirable to complete the exchange
of Company Shares for cash and shares of ABC Common Stock. My signature below
authorizes the Exchange Agent to follow and to rely upon all representations,
certifications and instructions contained in this Letter of Transmittal. This
Letter of Transmittal shall survive my death or incapacity and shall be binding
upon my heirs, personal representatives and assigns.
2. I hereby authorize and instruct the Exchange Agent to deliver the
certificates covered hereby, and to receive on my behalf, in exchange for the
Company Shares represented by such certificates, any cash and certificate(s) for
ABC Common Stock issuable to me.
3. I acknowledge that for each share of Company Common Stock I own I will
receive consideration payable in cash and shares of ABC Common Stock according
to the terms of the Merger Agreement.
4. Unless otherwise indicated above, please issue certificate(s) representing
the ABC Common Stock to which the undersigned is entitled in the name, and mail
them, together with the cash that the undersigned is entitled to receive, to the
address indicated below. The undersigned agrees to pay transfer taxes, if any,
due where ABC Common Stock is issued to a name different from that in which the
Company Shares surrendered are registered. The undersigned certifies that any
tax identification or social security number provided herein is true, correct
and complete.
5. I understand that the definitive terms pursuant to which the Merger will
be effected, including the amount and form of consideration to be received by
holders of Company Shares, the effect of this Letter of Transmittal, and certain
conditions to the consummation of the transaction, are summarized in the Proxy
Statement, and all of such definitive terms and conditions are set forth in full
in the Merger Agreement, which is appended to the Proxy Statement.
6. I understand and agree that the acceptance and delivery of any Letter of
Transmittal or certificates representing Company Shares will not of itself
create any right to receive the consideration above and that such right will
arise only if the Merger is approved by the Company shareholders and is
consummated and only to the extent provided in the Merger Agreement.
SHAREHOLDERS MUST SIGN BELOW
FOR THIS LETTER OF TRANSMITTAL
TO BE VALID
(See Instruction 2)
Please sign exactly as your name(s) appear(s) on your certificate(s). If the
Company Shares with respect to which this Letter of Transmittal applies are
registered in the name of two or more owners, all such owners must sign
personally. Executors, administrators, trustees and persons signing for
corporations or partnerships should so indicate. By signing this form persons
signing as executors, administrators or trustees and persons signing for
corporations or partnerships represent and warrant that they have requisite
legal authority to sign in the capacity indicated. Certificate(s) for ABC
Common Stock will be issued only in the name of the person(s) submitting this
Letter of Transmittal and will be mailed unless the Special Delivery or Special
Payment Instructions are completed. If any of your certificate(s) is registered
in your name or if you are signing in a representative capacity, see
Instructions 4 and 5, respectively.
Name of Owner (Please Print):_________________________________________________
Address:______________________________________________________________________
Signature: _________________________________________ Date:___________________
Name of Owner (Please Print):_________________________________________________
Address:______________________________________________________________________
Signature: _________________________________________ Date:___________________
________________________________________________________________________________
SIGNATURE GUARANTEE
(See Instructions 3 and 4)
Signature(s)
Guaranteed: ____________________________________________________________
(Name of Firm Providing Signature Guarantee; Please Print)
(Authorized Signature) __________________________________________________
Note: In the event that the certificates representing the ABC Common Stock
are to be issued in the name of the registered holder as inscribed on the
surrendered Company Share certificates, the surrendered certificate need
not be endorsed, and no guarantee of the signature on the Letter of
Transmittal is required.
(ALSO COMPLETE SUBSTITUTE FORM W-9 ON NEXT PAGE)
INSTRUCTIONS
FOR THE
LETTER OF TRANSMITTAL
IN CONNECTION WITH THE MERGER OF
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
WITH AND INTO
ABC BANCORP
TO GOLDEN ISLES FINANCIAL HOLDINGS, INC. SHAREHOLDERS:
Golden Isles Financial Holdings, Inc. (the "Company") has mailed a Proxy
Statement/Prospectus dated ________________, 2001 (the "Proxy Statement"), to
each Company shareholder. The Proxy Statement describes the proposed merger
(the "Merger") of the Company with and into ABC Bancorp ("ABC") approved by the
Company shareholders at the Special Meeting held on _______________, 2001. In
accordance with the terms of the Agreement and Plan of Merger dated as of
February 20, 2001 between the Company and ABC (the "Merger Agreement"), upon the
completion of all conditions under the Merger Agreement and the filing of
appropriate articles of merger in the office of the Georgia Secretary of State
(the "Effective Time"), each share of the common stock of the Company
outstanding immediately prior to the consummation of the Merger (other than
shares held by shareholders who dissent from the Merger) and each outstanding
option to purchase shares of the common stock of the Company outstanding
immediately prior to the consummation of the Merger after giving effect to a
hypothetical cashless exercise of such options (the "Company Shares") will be
converted into the right to receive cash and whole shares of the common stock,
$1.00 par value per share, of ABC ("ABC Common Stock") having a value equal to
$________ in cash and ________ of a share of ABC Common Stock.
Questions and requests for information, additional copies of the Letter of
Transmittal or assistance relating to the Letter of Transmittal should be
directed to customer service at the Exchange Agent (telephone: ____________).
INSTRUCTIONS
1. Deadline for Letter of Transmittal. To be effective, the Letter of
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Transmittal (or a facsimile thereof) properly executed, and accompanied by the
certificates representing the Company Shares covered thereby, must be received
by the Exchange Agent, at one of its two addresses set forth on the first page
of the Letter of Transmittal. Company shareholders are requested to send in
their Letters of Transmittal and certificates for Company Shares no later than
____________, 2001. Any Company shareholder who did not vote in favor of and
objects to the Merger in strict compliance with Article 13 of the Georgia
Business Corporation Code ("GBCC") in order to exercise his or her right of
dissent should not complete the Letter of Transmittal. Such dissenting Company
shareholder should comply with the provisions of Article 13 of the GBCC, a copy
of which is attached to the Proxy Statement as Appendix B.
2. Signatures. The Letter of Transmittal must be signed by or on behalf of
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the registered holder(s) of the certificate(s) transmitted. If the Company
Shares covered by the Letter of Transmittal are registered in the names of two
or more owners, all such owners must sign. The signature(s) on the Letter of
Transmittal should correspond exactly to the name(s) written on the face of the
certificate(s) transmitted unless the Company Shares covered by the Letter of
Transmittal have been assigned by the registered holder, in which event the
Letter of Transmittal should be signed in exactly the same form as the name of
the last assignee appears in the transfers attached to or endorsed on the
certificate(s). See Instructions 4(a) and 4(b).
If the Letter of Transmittal is signed by an agent, attorney, administrator,
executor, guardian, trustee, or any person in any other fiduciary or
representative capacity, or by an officer of a corporation on behalf of the
corporation, the person signing must give such person's full title in such
capacity. In addition, see Instruction 5.
3. Issuance of Check and New Certificates in Same Name. IF ANY CHECK OR
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CERTIFICATE REPRESENTING ABC COMMON STOCK IS TO BE MADE PAYABLE TO OR ISSUED IN
THE NAME OF THE REGISTERED HOLDER AS INSCRIBED ON THE SURRENDERED COMPANY SHARE
CERTIFICATE(S), THE SURRENDERED CERTIFICATE(S) NEED NOT BE ENDORSED AND NO
GUARANTEE OF THE SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED. For
corrections in name or changes in name not involving changes in ownership, see
Instruction 4(d).
4. Issuance of Check or New Certificate in Different Names. If any check is
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to be made payable in the name of a person other than the registered holder of
-----
the surrendered certificate(s) or if any certificate representing ABC Common
Stock is to be issued in the name of someone other than the registered holder of
-----
the surrendered certificate(s), you must follow the guidelines listed below:
(a) Endorsement and Guarantee. The certificate(s) surrendered must be
-------------------------
properly endorsed (or accompanied by appropriate stock powers properly executed
by the registered holder of such certificate(s)) to the person who is to receive
the cash and ABC Common Stock. The signature of the registered holder to the
endorsement or stock powers must correspond with the name as written upon the
face of the certificate(s) in every particular and must be guaranteed by a
commercial bank or trust company in the United States or by a member firm of any
national securities exchange or of the National Association of Securities
Dealers, Inc.
(b) Transferee's Signature. The Letter of Transmittal must be signed by the
----------------------
transferee or assignee or by his agent and should not be signed by the
transferor or assignor. The signature of such transferee or assignee must be
guaranteed by a commercial bank or trust company or by a member firm of any
national securities exchange or of the National Association of Securities
Dealers, Inc.
(c) Transfer Taxes. In the event that any transfer or other taxes become
--------------
payable by reason of the issuance of ABC Common Stock or a check in any name
other than that of the registered holder, the Letter of Transmittal must be
accompanied by a check in payment of any transfer or other taxes required by
reason of such issuance in such different name or proper evidence that such tax
has been paid or is not payable.
(d) Correction of or Change in Name. For a correction of name or for a
-------------------------------
change in name which does not involve a change in ownership, proceed as follows:
for a change in name by marriage, etc., the surrendered certificate(s) should be
endorsed, e.g., "Mary Doe, now by marriage Mrs. Mary Jones," with the signature
guaranteed by a commercial bank or trust company or by a member firm of any
national securities exchange or of the National Association of Securities
Dealers, Inc. For a correction in name, the surrendered certificate(s) should
be endorsed, e.g., "James E. Brown, incorrectly inscribed as J. E. Brown," with
the signature guaranteed as aforesaid.
YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO ANY POSSIBLE TAX CONSEQUENCES
RESULTING FROM THE ISSUANCE OF ANY CHECK OR ANY CERTIFICATE REPRESENTING ABC
COMMON STOCK IN A NAME DIFFERENT FROM THAT OF THE REGISTERED HOLDER OF THE
SURRENDERED CERTIFICATE(S).
5. Supporting Evidence. In case the Letter of Transmittal, certificate
-------------------
endorsement or stock power is executed by an agent, attorney, administrator,
executor, guardian, trustee, or any other person acting in a fiduciary or
representative capacity, or by an officer of a corporation on behalf of the
corporation, there must be submitted with the Letter of Transmittal, surrendered
certificate(s), and/or stock powers documentary evidence of appointment and
authority to act in such capacity (including court orders and corporate
resolutions where necessary), as well as evidence of the authority of the person
making such execution to assign, sell or transfer shares. Such documentary
evidence of authority must be in form satisfactory to the Exchange Agent and the
Company.
6. Special Instructions for Deliveries by the Exchange Agent. Unless
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instructions to the contrary are given in the Special Delivery Instructions Box
or Special Payment Instructions Box, any check or certificate representing ABC
Common Stock to be distributed upon the surrender of Company Shares will be
mailed to the address set forth above the owner's signature.
7. Inadequate Space. If there is insufficient space to complete any box or
----------------
sign the Letter of Transmittal, please attach additional sheets.
8. Indication of Certificate Numbers. The Letter of Transmittal must
---------------------------------
indicate the certificate number(s) of the certificate(s) representing the
Company Shares covered thereby. If the space provided on the Letter of
Transmittal is inadequate, such information should be listed separately on
additional sheets and attached to the Letter of Transmittal.
9. Method of Delivery. The method of delivery of all documents is at the
------------------
option and risk of the holder of Company Shares, but, if delivery is by mail,
registered mail, with return receipt requested, properly insured is recommended.
It is suggested that you mail as early as possible.
10. Payment Will Be Made by ABC Certificate. Normally, a single certificate
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representing ABC Common Stock will be issued; however, if for tax purposes or
otherwise you wish to have the stock certificates issued in particular
denominations, explicit written instructions to the Exchange Agent should be
provided.
11. Lost Certificates. If any of your certificates representing Company
-----------------
Shares has been lost, stolen or destroyed, you should notify Michael D. Hodges
(telephone: (912) 634-1270) for instructions as to how to proceed. The Letter
of Transmittal and related documents cannot be processed until the lost, stolen
or destroyed certificate has been replaced. Replacement takes a minimum of
seven days.
12. Signature on Substitute Form W-9. Each shareholder is required to
--------------------------------
provide ABC with a correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9, which is in the Letter of Transmittal, and to indicate that such
holder is not subject to backup withholding by checking the box in Part 2 of the
form. Failure to provide the information on the form may subject the
shareholder to 31% backup withholding on the cash consideration paid. The box
on the form may be checked if the holder of Company Shares has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future. If the box is checked and ABC is not provided with a TIN within 60
days, ABC will withhold 31% of the consideration paid thereafter until the TIN
is provided to ABC.
13. Failure to Consummate the Merger. If the Merger Agreement is terminated,
--------------------------------
certificates submitted to the Exchange Agent will be returned as soon as
practicable to the persons submitting them.
14. Voting Rights and Dividends. Holders of Company Shares shall continue to
---------------------------
have the same voting rights to which they were previously entitled, and the
right to receive all dividends paid on Company Shares deposited by them with the
Exchange Agent, until such time as the Merger becomes effective.
15. Construction. All questions with respect to the Letter of Transmittal
------------
will be determined by the Company, which determination shall be final and
binding. With the consent of the Company, the Exchange Agent may (but is not
required to) waive any material defects or variances in the manner in which the
Letter of Transmittal has been completed and submitted so long as the intent of
the holder of Company Shares submitting the Letter of Transmittal is reasonably
clear.
16. Miscellaneous. Neither the Company nor the Exchange Agent shall be under
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any duty to give notification of defects in the Letter of Transmittal, and they
shall not incur any liability for failure to give such notice.
All Letters of Transmittal shall be construed in accordance with the terms and
conditions of the Merger Agreement.
* * * * *