EXHIBIT 99.4
RP FINANCIAL, LC.
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Financial Services Industry Consultants
March 5, 2004
Boards of Directors
Atlantic Coast Federal Mutual Holding Company
Atlantic Coast Federal Corporation
Atlantic Coast Federal
505 Haines Avenue
Waycross, Georgia 31501
Re: Plan of Stock Issuance
Atlantic Coast Federal Mutual Holding Company
Atlantic Coast Federal Corporation
Atlantic Coast Federal
Members of the Board:
All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Plan of Stock Issuance (the "Plan") adopted by
the Board of Directors of Atlantic Coast Federal Mutual Holding Company (the
"MHC"), Atlantic Coast Federal Corporation (the "Company"), and Atlantic Coast
Federal (the "Bank"). Pursuant to the Plan, the Company will sell a minority
interest in its common stock to the public while the MHC will retain a majority
ownership interest.
We understand that in accordance with the Plan, subscription rights to
purchase shares of common stock in the Company are to be issued to: (1) Eligible
Account Holders; (2) the Tax-Qualified Employee Stock Benefit Plans; (3)
Supplemental Eligible Account Holders; and (4) Other Members. If the above
persons do not subscribe for all of the shares offered, the Company will offer
the remaining shares to the general public.
Based solely upon our observation that the subscription rights will be
available to such parties without cost, will be legally non-transferable and of
short duration, and will afford such parties the right only to purchase shares
of common stock at the same price as will be paid by members of the general
public in the community offering, but without undertaking any independent
investigation of state or federal law or the position of the Internal Revenue
Service with respect to this issue, we are of the belief that, as a factual
matter:
(1) the subscription rights will have no ascertainable market value;
and,
(2) the price at which the subscription rights are exercisable will
not be more or less than the pro forma market value of the
shares upon issuance.
Changes in the local and national economy, the legislative and
regulatory environment, the stock market, interest rates, and other external
forces (such as natural disasters or significant world events) may occur from
time to time, often with great unpredictability and may materially impact the
value of thrift stocks as a whole or the Company's value alone. Accordingly, no
assurance can be given that persons who subscribe to shares of common stock in
the subscription offering will thereafter be able to buy or sell such shares at
the same price paid in the subscription offering.
Sincerely,
/s/ RP FINANCIAL, LC.
RP(R)FINANCIAL, LC.
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www.rpfinancial.com E-Mail: mail@rpfinancial.com