EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Accompany Certificates Representing
Shares of Common Stock
of
IRWIN BANKCORP, INC.
Surrendered in connection with the Merger of
Irwin Bankcorp, Inc. with and into ABC Bancorp
To: SunTrust Bank
Exchange Agent
Attention: Corporate Trust Department
By Mail: By Hand:
P.O. Box 4625 58 Edgewood Avenue, NE
Atlanta, Georgia 30302 Room 225A
Atlanta, Georgia 30303
DO NOT SEND CERTIFICATES OR THIS LETTER OF TRANSMITTAL
TO IRWIN BANKCORP, INC. OR ABC BANCORP
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
In connection with the merger (the "Merger") of Irwin Bankcorp, 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, $50.00 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 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.
2
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
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holder(s) of the Company Shares.
Certificate(s) for ABC Common Stock to be made issued to:*
Name:
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(Please Print)
Address:
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(Including Zip Code)
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(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:
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(Please Print)
Address:
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(Including Zip Code)
*Please attach additional sheets if necessary.
3
ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND
AUTHORIZATIONS OF THE UNDERSIGNED
1. I, the undersigned, hereby acknowledge receipt of 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 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 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 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 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 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 elected 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.
4
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):
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Address:
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Signature: Date:
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Name of Owner (Please Print):
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Address:
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Signature: Date:
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SIGNATURE GUARANTEE
(See Instructions 3 and 4)
Signature(s)
Guaranteed:
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(Name of Firm Providing Signature Guarantee; Please Print)
(Authorized Signature)
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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)
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IMPORTANT TAX INFORMATION
PLEASE COMPLETE AND SIGN IF YOU ARE AN INDIVIDUAL
SUBJECT TO THESE REPORTING REQUIREMENTS
Under federal income tax law, a holder of Company Shares must provide ABC
with such holder's correct taxpayer identification number on Substitute Form W-9
set forth below. If such holder is an individual, the taxpayer identification
number is his or her Social Security number. If the Exchange Agent is not
provided with the correct taxpayer identification number, the holder of
surrendered Company Shares may be subject to a $50 penalty imposed by the
Internal Revenue Service.
Certain holders of Company Shares (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, that holder of Company Shares must submit a
statement (Form W-8), signed under penalties of perjury, attesting to that
individual's exempt status. Such Form W-8 can be obtained form ABC.
If backup withholding applies, ABC is required to withhold 31% of any
payments made to the holder of previously outstanding Company Shares. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained.
Purpose of Substitute Form W-9.
To prevent backup withholding on payments that are made to a holder of
Company Shares with respect to Company Shares surrendered, the holder of Company
Shares is required to notify ABC of his or her correct taxpayer identification
number by completing the form below certifying that the taxpayer identification
number provided on Substitute Form W-9 is correct (or that such holder of
Company Shares is awaiting a taxpayer identification number).
What Number to Give the Exchange Agent.
The holder of Company Shares is required to give ABC the Social Security
Number or Employer Identification Number of the record owner of the Company
Shares. If the Company Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report.
SUBSTITUTE FORM W-9
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PAYEE'S NAME:
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Part 1-PLEASE PROVIDE YOUR TIN IN THE BOX Social Security Number
AT RIGHT AND CERTIFY BY SIGNING AND OR
DATING BELOW ---------------------------------
Employer Identification Number
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Department of the Treasury Part 2 - Check the box if you are not subject to backup withholding under the provisions
Internal Revenue Service of section 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been
notified that you are subject to backup withholding as a result of failure to report all
interest or dividends or (2) the Internal Revenue Service has notified you that you are
no longer subject to withholding. [ ]
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Payer's Request for Taxpayer CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE
Identification Number (TIN) INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. Part 3
SIGNATURE DATE Awaiting Tin [_]
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 20% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
EXCHANGE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer.
- -- Social Security numbers have nine digits separated by two hyphens: i.e. 000-
00-0000. Employer identification numbers have nine digits separated by only one
hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
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For this type of account: Give the SOCIAL SECURITY For this type of account: Give the EMPLOYER
number of -- IDENTIFICATION number of --
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1. An individual's account The individual 8. Sole proprietorship account The owner/4/
2. Two or more individuals The actual owner of the account 9. A valid trust, estate or Legal entity (Do not furnish
(joint account) or, if combined funds, any one pension trust the identifying number of
of the individuals/1/ personal representative or
trustee unless the legal
entity itself is not
designated in the account
title)./5/
3. Husband and wife The actual owner of the account 10. Corporate account The corporation
(joint account) or, if joint funds, either
person/1/
4. Custodian account of a The minor/2/ 11. Religious, charitable or The organization
minor (Uniform Gift to educational organization
Minors Act) account
5. Adult and minor (joint The adult or, if the minor is 12. Partnership account held The partnership
account) the only contributor, the in the name of the business
minor/1/
6. Account in the name of The ward, minor or incompetent 13. Association, club or other The organization
guardian or committee for person/3/ tax-exempt organization
a designated ward, minor,
or incompetent person
7. a. The usual revocable The grantor-trustee/1/
savings trust account 14. A broker or registered The broker or nominee
(grantor is also nominee
trustee)
b. So-called trust The actual owner/1/ 15. Account with the The public entity
account that is not a Department of Agriculture
legal or valid trust in the name of a public
under State law entity (such as a State or
local government, school
district or prison) that
receives agricultural
program payments
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/1/List first and circle the name of the person whose number you furnish.
/2/Circle the minor's name and furnish the minor's social security number.
/3/Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
/4/Show the name of the owner.
/5/List first and circle the name of the legal trust, estate or pension trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES, FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include the
following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), or an individual
retirement plan.
. The United States or any agency or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An exempt charitable remainder trust, or a non-exempt trust described in
section 4987(a)(1).
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER, IF THE PAYMENTS ARE INTEREST, DIVIDENDS OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under section 6041, 6041A(a), 6045
and 6050A.
Privacy Act Notice -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Beginning January 1, 1984, payers must generally
withhold 20% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number --If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) Failure to Report Certain Dividend and Interest Payments -- If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an under-
payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) Civil Penalty for False Information with Respect to Withholding -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) Criminal Penalty for Falsifying Information --Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
INSTRUCTIONS
FOR THE
LETTER OF TRANSMITTAL
IN CONNECTION WITH THE MERGER OF
IRWIN BANKCORP, INC.
WITH AND INTO
ABC BANCORP
TO IRWIN BANKCORP, INC. SHAREHOLDERS:
Irwin Bankcorp, Inc. (the "Company") has mailed a Proxy
Statement/Prospectus dated July 31, 1997 (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") to be voted upon by
the Company shareholders at the Special Meeting to be held August 29, 1997. The
Merger, if approved by the Company shareholders at the Special Meeting, is
expected to be consummated as soon as practicable following the Special Meeting.
In accordance with the terms of the Agreement and Plan of Merger dated as of May
15, 1997, 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 (the "Company
Shares"), other than shares held by shareholders who dissent from the Merger,
will be converted into the right to receive that number of whole shares of the
common stock, $1.00 par value per share, of ABC ("ABC Common Stock") having a
value equal to (i) 500,000, divided by (ii) the aggregate number of then-
outstanding Irwin Shares (the "Exchange Ratio"). The Exchange Ratio is subject
to adjustment (i) in the event of certain changes in the number of outstanding
shares of ABC Common Stock or (ii) upon the exercise, prior to the Effective
Time, of certain options to purchase Irwin Shares. Cash will be paid in lieu of
issuing fractional shares 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 Tom Donaldson at the Exchange Agent (telephone: (800) 568-3476).
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
September 19, 1997. Any Company shareholder who does 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
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is to be made payable in the name of a person other than the registered holder
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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
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the surrendered certificate(s), you must follow the guidelines listed below:
(a) Endorsement and Guarantee. The certificate(s) surrendered must
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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 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
2
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
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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.
3
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
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certificate 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 Ms. Ruby Nell
Courson (telephone: (912) 468-9411) 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 7 days.
12. Signature on Substitute Form W-9. Each shareholder is required to
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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.
4
16. Miscellaneous. Neither the Company nor the Exchange Agent shall be
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under 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.
5