EXHIBIT (a)(2)(A)
LETTER OF TRANSMITTAL
To Accompany Shares of Class A Common Stock (the "Common Stock")
of
UNITED BANCORPORATION OF ALABAMA, INC.
Tendered Pursuant to the Offer to Purchase
Dated April 12, 2002
TO: UNITED BANCORPORATION OF ALABAMA, INC.
BY HAND DELIVERY OR COURIER BY MAIL
United Bancorporation of Alabama, United Bancorporation of Alabama,
Inc. Inc.
200 East Nashville Avenue Post Office Box 8
Atmore, Alabama 36502 Atmore, Alabama 36504
Telephone: (251) 368-2525 Facsimile: (251) 368-9777
<Table>
<Caption>
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) CERTIFICATE(S) TENDERED
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACHED SIGNED LIST IF NECESSARY)
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NUMBER OF SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S) CERTIFICATE(S) TENDERED*
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TOTAL SHARES
TENDERED**
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</Table>
* If you desire to tender fewer than all shares evidenced by any certificates
listed above, please indicate in this column the number of shares you wish to
tender. Otherwise all shares evidenced by such certificates will be deemed to
have been tendered.
** Stockholders owning fewer than 100 shares and who tender ALL shares will be
given preference if the Offer to Purchase is oversubscribed.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE
FOR UNITED BANCORPORATION OF ALABAMA, INC. DOES NOT CONSTITUTE A VALID DELIVERY.
IMPORTANT
This Letter of Transmittal (or a manually signed facsimile of it) together with
share certificates and all other required documents must be received by United
Bancorporation of Alabama, Inc., prior to the expiration date of the Offer. Any
questions, requests for assistance or requests for additional copies of the
Offer to Purchase and Letter of Transmittal may be directed to United
Bancorporation of Alabama, Inc.
To: United Bancorporation of Alabama, Inc.
The undersigned is the registered owner of certificate(s) representing
shares (the "Shares") of outstanding Class A Common Stock (the "Common Stock")
of United Bancorporation of Alabama, Inc. (the "Company"). The undersigned
hereby tenders to the Company the Shares as described herein of the Company's
Common Stock by exchanging each Share for $31.00 (the "Share Price") as set
forth in the Company's offer dated April 12, 2002 (the "Offer to Purchase"),
upon the terms and subject to the conditions set forth in the Offer to Purchase,
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which, together with the Offer to Purchase, constitute the "Company Offer").
Subject to, and effective upon, acceptance for exchange and purchase of
the Shares tendered herewith in accordance with the terms of the Company Offer,
the undersigned hereby sells, assigns and transfers to the Company all right,
title and interest in and to all of the Shares that are being tendered here and
understands that, in accordance with the Company Offer, the Company will mail to
the undersigned a check in an amount equal to the Share Price for each one share
of Company Common Stock delivered.
The undersigned hereby represents and warrants the following:
1. The undersigned is the record owner of the certificate(s)
hereby delivered, and the shares represented by such
certificate(s) constitute shares of the Company held by the
undersigned;
2. The undersigned has full right, power, legal capacity and
authority to transfer and deliver such certificate(s); and
3. The undersigned is delivering the certificate(s) for Shares in
exchange for the right to receive cash in an amount equal to
the Share Price for each one (1) share of the Company
delivered.
The undersigned will, upon request, execute any additional documents
necessary or desirable to complete the surrender of the certificate(s).
[If applicable:] I am tendering fewer than 100 Shares, and do not
beneficially own 100 or more Shares. _______ [initials]
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STOCKHOLDER(S) SIGN HERE
(Please Complete Substitute Form W-9)
Must be signed by the registered owner(s) exactly as name(s) appear(s) on
certificates or by person(s) authorized to become registered owner(s) by
certificate(s) and documents transmitted with this Letter of Transmittal. If
signature is by attorney-in-fact, executor, administrator, trustee, guardian,
officer of corporation or another acting in a fiduciary or representative
capacity, please set forth full title.
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(Signature(s) of Owner(s))
Names:
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(Please Print)
Capacity (full title):
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Address:
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Area Code and Telephone Number:
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Dated: , 200
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GUARANTEE OF SIGNATURE(S)
[see instructions 3 and 4]
Authorized Signature:
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Name:
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(Please Print)
Title:
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Name and Firm:
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Address:
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(Including Zip Code)
Area Code and Telephone Number:
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Dated: , 200
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2
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER
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PART 1 - PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION Social Security Number
NUMBER IN THE BOX AT RIGHT. FOR MOST INDIVIDUALS,
THIS IS YOUR SOCIAL SECURITY NUMBER. IF YOU DO NOT or
HAVE A NUMBER, OR THE ACCOUNT IS IN MORE THAN ONE
SUBSTITUTE NAME, SEE THE ENCLOSED GUIDELINES. YOU MUST SIGN AND Employer Identification Number
DATE THE CERTIFICATION BELOW.
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FORM W-9 PART 2 - Check the box if you are NOT subject to backup withholding under the provisions of Section
DEPARTMENT OF THE 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that you are
TREASURY INTERNAL subject to backup withholding as a result of failure to report all interest or dividends, (2) the
REVENUE SERVICE Internal Revenue Service has notified you that you are no longer subject to backup withholding, or
(3) you are exempt from backup withholding. [ ]
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PAYER'S REQUEST FOR CERTIFICATION - UNDER PENALTIES OF PERJURY, I PART 3 - Check the box if you are awaiting
TAXPAYER IDENTIFICATION CERTIFY THAT: (1) THE NUMBER SHOWN ON THIS FORM IS a Taxpayer Identification Number. [ ]
NUMBER (TIN) MY CORRECT TAXPAYER IDENTIFICATION NUMBER (OR I AM
WAITING FOR A NUMBER TO BE ISSUED TO ME), AND
(2) ANY OTHER INFORMATION PROVIDED ON THIS FORM
IS TRUE, CORRECT AND COMPLETE.
SIGNATURE DATE
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</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER TO PURCHASE. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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PLEASE READ CAREFULLY ALL INSTRUCTIONS CONTAINED HEREIN.
INSTRUCTIONS
[FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER]
1. DELIVERY OF CERTIFICATES. This Letter of Transmittal, or a facsimile copy
thereof, completed and signed, together with the certificate(s) described
herein, should be delivered or mailed to the Company at the address specified at
the top of the first page of this Letter of Transmittal. The method of delivery
of the Letter of Transmittal and the accompanying Company stock certificate(s)
is at the election and risk of the stockholder and at the stockholder's expense.
If delivery is to be by mail, insured, registered mail, return receipt requested
is recommended. Upon receipt of your Letter of Transmittal and Company stock
certificate(s), Company employees will review such documents to ensure that no
other signatures or documentation is required. If your documents are properly
completed, the Company will mail directly to you at the address you have
indicated on the top of the second page of this Letter of Transmittal (unless
you have indicated a change of address herein) a check in an amount equal to the
Share Price for each one (1) share of Company delivered. You must return the
Company stock certificate(s) representing the shares of Company Common Stock
registered in your name that are to be sold along with the Letter of Transmittal
before it will be processed. For information on what to do if you have lost your
certificate(s), please refer to Instruction 8 below.
2. CONSEQUENCES OF FAILURE TO RETURN LETTER OF TRANSMITTAL OR FAILURE TO
SURRENDER STOCK CERTIFICATES. A check representing the payment for Shares of
Company Common Stock will only be delivered to those persons who furnish this
Letter of Transmittal, or a facsimile copy thereof, completed and signed, to
Company, together with the stock certificate(s) representing shares of Company
Common Stock.
3. SIGNATURES. This Letter of Transmittal must be signed in the "Stockholder(s)
Sign Here" box and the "Request for Taxpayer Identification Number" box. See
Instruction 5 below.
If this Letter of Transmittal is signed by the registered owner(s) of
the certificate(s) transmitted herewith, the signature MUST CORRESPOND with the
name(s) as written on the face of the certificate(s) transmitted without
alteration, enlargement or any change whatsoever.
If any shares of Company Common Stock are registered in the name of
joint owners, all joint owners must sign this Letter of Transmittal.
3
If the registered owner of the certificate(s) transmitted herewith has
sold, donated or otherwise transferred ownership of his/her shares of Company
Common Stock, this Letter of Transmittal shall be signed by the last transferee.
If the registered owner is deceased, this Letter of Transmittal should
be signed by the administrator or executor of his or her estate. If the
registered owner is incapacitated or otherwise unable to sign, this Letter of
Transmittal should be signed by his or her trustee, attorney or legal
representative.
IF ANYONE OTHER THAN A REGISTERED OWNER SIGNS THIS LETTER OF
TRANSMITTAL, HIS SIGNATURE MUST BE GUARANTEED IN THE MANNER SPECIFIED IN
INSTRUCTION 4. IF, AS A RESULT OF A SALE, GIFT OR OTHER TRANSFER OF OWNERSHIP OF
SHARES OF COMPANY COMMON STOCK, ANY CHECK FOR THE PAYMENT IS TO BE ISSUED IN A
NAME OR DELIVERED TO AN ADDRESS OTHER THAN THAT OF THE RECORD HOLDER ON THE
BOOKS OF COMPANY, THE CERTIFICATE(S) BEING TRANSMITTED MUST BE ENDORSED OR
ACCOMPANIED BY APPROPRIATE SIGNED STOCK POWERS, THE SIGNATURES OF WHICH MUST BE
GUARANTEED IN THE MANNER SPECIFIED IN INSTRUCTION 4.
If any check for the payment is to be issued in the name of an heir of
a decedent's estate, this Letter of Transmittal must be accompanied by an
instrument documenting the transfer of title of the shares of Company Common
Stock from the decedent's estate.
Any Letter of Transmittal, endorsement of a Company Common Stock
certificate, or stock power executed by an agent, attorney, administrator,
executor, guardian, trustee or other fiduciary or legal representative, or by an
officer of a corporation on its behalf, must also be accompanied by such
documentary evidence of appointment and authority to act (including court
orders) as the Company deems necessary or advisable.
4. GUARANTEE OF SIGNATURES. If required pursuant to Instruction 3, your
signature(s) on this Letter of Transmittal must be guaranteed by a commercial
bank or trust company or by a member of a national securities exchange or the
National Association of Securities Dealers, Inc. If you hand deliver the Letter
of Transmittal together with your stock certificate(s) to the offices of the
Company, an officer of the Company's subsidiary, United Bank, will guarantee
your signature(s). All persons whose signatures are required must be present and
you should not sign prior to your delivery of the documents.
5. TAX IDENTIFICATION NUMBER. Federal income tax law requires that all
stockholders who surrender their certificates representing shares provide the
Company with a correct taxpayer identification number (TIN), which, in the case
of a stockholder who is an individual, is his or her social security number.
Failure to provide the correct TIN may subject the stockholder to a penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such stockholder pursuant to the Company Offer may be subject to backup
withholding. Backup withholding is not an additional tax. If withholding results
in an overpayment of taxes, a refund may be obtained.
Exempt stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup and reporting
requirements and should indicate their exempt status by writing exempt across
the face of the Substitute Form W-9. See enclosed Guidelines for Request for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
To prevent backup withholding you must provide your correct TIN by
completing and signing the Substitute Form W-9 set forth below, certifying that
the TIN provided is correct (or that you are awaiting a TIN) and that you have
not been notified by the Internal Revenue Service that you are subject to backup
withholding as a result of failure to report all interest or dividends, or the
Internal Revenue Service has notified you that you are no longer subject to
backup withholding.
6. NOTICE OF CHANGE OF ADDRESS. If a stockholder changes his or her address
following the submission of this Letter of Transmittal, the Company must be
notified in writing of such change of address.
7. SINGLE CHECK. Unless specific instructions to the contrary are transmitted
along with this Letter of Transmittal and accepted by the Company, a single
check for the Share Price will be issued.
8. MISSING CERTIFICATES; NO CERTIFICATES. If you are unable to locate your
certificate(s) representing shares, you will be required to furnish the Company
with an affidavit to that effect, an agreement to indemnify Company against
liability for issuance of a new certificate and, if Company requests, an
indemnity bond. Please contact the Company for more details.
9. QUESTIONS. All questions concerning this Letter of Transmittal should be made
directly to Company at the address at the top of the first page of this Letter
of Transmittal. The telephone number is (251) 368-2525.
4
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) 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 type of
number to give the payer.
<Table>
<Caption>
GIVE THE GIVE THE EMPLOYER
SOCIAL SECURITY IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF - FOR THIS TYPE OF ACCOUNT: NUMBER OF -
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1. Individual The individual 6. A valid trust, estate, The legal entity(5)
or pension trust
2. Two or more The actual owner of
individuals(1) (joint the account or, if 7. Corporate account The corporation
account) combined funds, the
first individual on 8. Association, club, The organization
the account(2) religious, charitable,
educational or other
3. Custodian account of a The minor(3) tax-exempt organization
minor (Uniform Gift to
Minors Act) 9. Partnership account The partnership
4. a. The usual revocable The grantor-trustee(2) 10. A broker or The broker or nominee
savings trust (grantor is registered nominee
also trustee)
b. So-called trust The actual owner(2) 11. Account with the The public entity
account that is not a Department of Agriculture
legal or valid trust under in the name of a public
state law entity (such as a state
or local government,
5. Sole proprietorship The owner(4) school district, or
prison) that receives
agricultural program
payments
</Table>
(1) Includes husband and wife, and adult minor. If adult and minor, give
Social Security number of the adult or, if the minor is the only
contributor, the minor.
(2) List first and circle the name of the person whose number you furnish.
(3) Circle the minor's name and furnish the minor's social security number.
(4) Show your individual name. You may also enter you business name. You
may use either your SSN or EIN.
(5) List first and circle the name of the valid trust, estate or pension
fund. (Do not furnish the identifying number of the personal
representative or trustee unless the legal entity is not designated in
the account title.)
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 (TIN) ON SUBSTITUTE FORM W-9
(SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE)
NAME
If you are an individual, you must generally provide the name shown on your
social security card. However, if you have changed your last name, for instance,
due to marriage, without informing the Social Security Administration of the
name change, please enter your FIRST name, the last name shown on your social
security card, and your new last name.
OBTAINING A NUMBER
If you don't have a taxpayer identification number ("TIN"), apply for one
immediately. To apply, obtain Form SS-5, Application for a Social Security Card,
from our local office of the Social Security Administration, or Form SS-4,
Application for Employer Identification Number, from you local Internal Revenue
Service (the "IRS") office.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees generally exempt from backup withholding and
or which no information reporting is required. For interest and dividends, all
listed payees are exempt except item (9). For broker transactions, payees listed
in (1) through (13) and a person registered under the Investment Advisers Act of
1940 who regularly acts as a broker are exempt. Payments subject to reporting
under sections 6041 and 6041A are generally exempt from backup withholding only
if made to payees described in items (1) through (7), except that a corporation
(except certain hospitals described in Regulations section 1.6041-3(a)) that
provides medical and health care services or bills and collects payments for
such services is not exempt from backup withholding or information reporting.
(1) A corporation.
(2) An organization exempt from tax under section 501 (a), or an
individual retirement plan ("IRA"), or a custodial account
under section 403 (b) (7) if the account satisfies the
requirements of section 401(f) (2)
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United
States, or any of their political subdivision or
instrumentalities.
(5) A foreign government or any of its political subdivisions,
agencies or instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in
the U.S., the District of Columbia or a possession of the U.S.
(9) A futures commission merchant registered with the commodity
Futures Trading Commission.
(10) A real estate investment trust
(11) An entity registered at all times during the tax year under
the Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584 (a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or
listed in the most recent publication of the American Society
of Corporate Secretaries, Inc, Nominee List.
(15) A trust exempt from tax under section 664(c) or described in
section 4947 (a)(1).
Payments of dividends generally not subject to backup withholding include the
following:
o Payments to nonresident aliens subject to withholding under section
1441.
o Payments to partnerships not engaged in a trade or business in the U.S.
and that have a least one nonresident alien partner.
o Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding include the
following:
o 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 payor's trade or business and you have
not provided your correct TIN to the payor.
o Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
o Payments described in section 6049(b) (5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage interest paid by you.
Payments that are not subject to information reporting are generally also not
subject to backup withholding. For details, see sections 6041, 6041A(a), 6042,
6044, 6045, 6049, 6050A, and 6050N, and the regulations under those sections.
PRIVACY ACT NOTICE. - Section 6109 requires you to furnish your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. You must provide
your TIN whether or not you are required to file a tax return. Payors must
generally withhold 31% of taxable interest, dividend, and certain other payments
to a payee who does not furnish a TIN to a payor. Certain penalties may also
apply.
PENALTIES
(1) FAILURE TO FURNISH TIN. - If you fail to furnish your correct TIN to a
requester (the person asking you to furnish your TIN), 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) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. - If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. - Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR
TAX CONSULTANT OR THE IRS
2