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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
May 17, 1998
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(Date of earliest event reported)
HFNC Financial Corp.
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(Exact name of registrant as specified in its charter)
North Carolina 0-27388 56-1937349
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
139 South Tryon Street, Charlotte, North Carolina 28202
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(Address of principal executive offices) (Zip Code)
(704) 373-0400
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
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Item 5. Other Events
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On May 17, 1998 First Charter Corporation ("FCC") and HFNC Financial Corp.
("HFNC") entered into an Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which HFNC will be merged with and into FCC. The Boards of
Directors of FCC and HFNC approved the Merger Agreement and the transactions
contemplated thereby at separate meetings held on May 17, 1998.
In accordance with the terms of the Merger Agreement, FCC will acquire HFNC
pursuant to the merger (the "Merger") of HFNC with and into FCC, with FCC as
the surviving entity resulting from the Merger.
Upon consummation of the Merger, each share of the $.01 par value common
stock of HFNC ("HFNC Common Stock") (excluding shares held by any HFNC company
or any FCC company, in each case other than in a fiduciary capacity or as a
result of debts previously contracted) issued and outstanding at the effective
time of the Merger ("Effective Time") shall be converted into .57 (subject to
possible adjustment as described below, the "Exchange Ratio") of a share of
the no par value common stock of FCC ("FCC Common Stock").
In addition, at the Effective Time, each award, option or other right to
purchase or acquire shares of HFNC Common Stock pursuant to stock options,
stock appreciation rights, or stock awards granted by HFNC under the HFNC stock
plans, which are outstanding at the Effective Time, whether or not exercisable,
shall be converted into and become rights with respect to FCC Common Stock on
a basis that reflects the Exchange Ratio.
The Merger is intended to constitute a tax free transaction under the
Internal Revenue Code of 1986, as amended, and be accounted for a as a pooling
of interests.
Consummation of the Merger is subject to various conditions including:
(i) receipt of the approval by the stockholders of HFNC and FCC; (ii) receipt
of certain federal and state regulatory approvals; (iii) receipt of opinions
of counsel to each of HFNC and FCC as to the tax free nature of certain aspects
of the Merger; (iv) receipt of letters from the respective independent
accountants of FCC and HFNC to the effect that the Merger will qualify for
pooling of interests accounting treatment; and (v) satisfaction of certain
other conditions.
Under the Merger Agreement, HFNC has the right to terminate the Merger
Agreement if the Average Closing Price (as defined below) of FCC Common Stock
(i) is less than 0.80 times the Starting Price (as defined below) and (ii)
reflects a decline, on the Determination Date (as defined below) of more than
15% below a weighted index of the stock prices of a group of 21 bank holding
companies designated in the Merger Agreement. In the event that HFNC gives
notice of its intention to terminate the Merger Agreement based on such
provision, FCC has the right, within five days of FCC's receipt of such notice,
to elect to adjust the Exchange Ratio in accordance with the terms of the
Merger Agreement, and, thereby remove HFNC's right to terminate.
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For purposes of the Merger Agreement, the Average Closing Price means the
average of the daily last sales prices of FCC Common Stock as reported on the
Nasdaq NMS (as reported by The Wall Street Journal or, if not reported thereby,
another authoritative source as chosen by FCC) for the ten consecutive full
trading days in which such shares are traded on the Nasdaq NMS ending at the
close of trading on the Determination Date. The Determination Date means the
later of (i) the date on which is received the consent of the federal
regulatory authority having jurisdiction over the Merger and the Bank Merger
(without regard to any waiting period thereof) to the Merger the Bank Merger
and (ii) the date of approval by the stockholders of HFNC and FCC of the Merger.
For purposes of the Merger Agreement, the Starting Price means the last
sale price of FCC Common Stock as reported on the Nasdaq NMS (as reported by
The Wall Street Journal or, if not reported thereby, another authoritative
source as chosen by FCC) on May 15, 1998, the last full trading day preceding
the announcement by press release of the Merger.
In connection with executing the Merger Agreement, FCC and HFNC entered
into reciprocal stock option agreements (the "Stock Option Agreements")
pursuant to which (i) HFNC granted to FCC an option to purchase up to 3,421,300
shares of HFNC Common Stock (representing 19.9% of the outstanding shares of
HFNC Common Stock without giving effect to the exercise of the option), at a
purchase price of $13.625 per share and (ii) FCC granted to HFNC an option
to purchase up to 1,859,970 shares of FCC Common Stock (representing 19.9% of
the outstanding shares of FCC Common Stock without giving effect to the
exercise of the option), at a purchase price of $28.00 per share, in each case,
upon certain terms and in accordance with certain conditions. Under the terms
of each of the Stock Option Agreements, the Total Profit (as defined in the
Stock Option Agreements) and the Notional Total Profit (as defined in the Stock
Option Agreements) that a holder may realize under each option agreement, as a
result of exercising the option may not exceed $7.5 million.
FCC has offered to elect all members of HFNC's Board of Directors to FCC's
Board of Directors to serve until the 1999 annual meeting of stockholders (the
"1999 Annual Meeting"). At the 1999 Annual Meeting, FCC will nominate H. Joe
King, Jr., John H. McCaskill, and Lewis H. Parham, Jr. for election to the
Board of Directors of FCC. In addition, at the first regularly scheduled
meeting of the Board of Directors of FCC following the Effective Time, H. Joe
King, Jr. will be elected Chairman of the Board of FCC and J. Roy Davis will be
elected Vice Chairman of the Board of Directors of FCC. Messrs. King and Davis
shall continue in such positions until the 1999 Annual Meeting, at which time
Mr. King will be elected Chairman Emeritus and Mr. Davis will be elected
Chairman of the Board of Directors of FCC.
The Merger Agreement and the Merger will be submitted for approval at
separate meetings of the stockholders of HFNC and FCC. As soon as reasonably
practicable after execution of the Merger Agreement, FCC will file a
Registration Statement with the Securities and Exchange Commission ("SEC") in
connection with the issuance of shares of FCC Common Stock upon consummation of
the Merger. In connection with the stockholder meetings, FCC and HFNC will
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prepare and file with the SEC a joint proxy statement and mail such joint
proxy statement to their respective stockholders.
A copy of the joint news release (the "News Release") relating to the
Merger is being filed as Exhibit 99.1 to this report and is incorporated herein
by reference. The News Release contains, among other things, forward-looking
statements regarding each of FCC, HFNC, and the combined company following the
Merger, including statements relating to cost savings, enhanced revenues, and
accretion to reported earnings that may be realized from the Merger. Such
forward looking statements involve certain risks and uncertainties, including
a variety of factors that may cause FCC's actual results to differ materially
from the anticipated results or other expectations expressed in such
forward-looking statements. Factors that might cause such a difference
include, but are not limited to: (i) expected cost savings from the Merger may
not be fully realized within the expected time frame; (ii) revenues following
the Merger may be lower than expected, or deposit attrition, operating costs or
customer loss and business disruption following the Merger may be greater than
expected; (iii) competitive pressures among depository and other financial
institutions may be increased significantly; (iv) costs or difficulties related
to the integration of the business of FCC and HFNC may be greater than
expected; (v) changes in the interest rate environment may reduce margins; (vi)
general economic or business conditions, either nationally or in the states
where FCC does business, may be less favorable than expected, resulting in,
among other things, a deterioration in credit quality or a reduced demand for
credit; (vii) legislative or regulatory changes may adversely affect the
business in which FCC is engaged; and (viii) changes may occur in the
securities markets.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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The following exhibits are filed with this report:
Exhibit Number Description
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99.1 Press Release issued on May 18,
1998 with respect to the Merger
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HFNC FINANCIAL CORP.
Date: May 29, 1998 By: /s/ H. Joe King, Jr.
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H. Joe King, Jr., President and
Chief Executive Officer
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Exhibit 99.1
Press Release issued
on May 18, 1998
with respect to the Agreement
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FIRST CHARTER CORPORATION AND HFNC FINANCIAL ANNOUNCE DEFINITIVE MERGER
AGREEMENT
CONCORD, N.C., May 18 - First Charter Corporation ("First Charter")
(Nasdaq:FCTR) and HFNC Financial Corporation ("HFNC") (Nasdaq:HFNC) announced
today that they have entered into a definitive agreement to merge. Under the
terms of the agreement, HFNC will be merged into First Charter. The
transaction is a stock-for-stock exchange of 0.57 shares of First Charter
common stock for each share of HFNC common stock, is intended to be tax-free
to the shareholders of HFNC, and will be accounted for as a pooling of
interests. Based on First Charter's closing price of $24.50 per share on May
15, 1998, the transaction amounts to approximately $13.97 per share, or $241
million in aggregate value for HFNC's shareholders.
HFNC, through its subsidiary, Home Federal Savings and Loan Association,
operates 10 banking locations in metropolitan Charlotte. As of March 31, 1998,
HFNC had assets of $980 million, deposits of $432 million and shareholders'
equity of $169 million. First Charter, a $776 million bank holding company
headquartered in Concord, North Carolina, operates First Charter National Bank
and the Bank of Union, and has 23 financial services offices in the Greater
Charlotte market.
"The combination of First Charter and HFNC creates Charlotte's only
large-scale community bank. With over $1.7 billion in assets, we will have
the presence to better compete for a greater share of Charlotte's small
business and consumer dollar," said Lawrence M. Kimbrough, President and Chief
Executive Officer of First Charter. "This transaction truly enhances our
franchise, positions us for further growth and underscores First Charter's
commitment to the creation of value for our customers and shareholders."
Based on current trading prices, the combined company will have a market
value of approximately $500 million. With more than $900 million in deposits
in the Charlotte MSA, First Charter will have the largest share of deposits of
any community bank in that market with 5.2%, ranking sixth among all banking
companies.
The pro forma company will capitalize on the strengths of both parties.
First Charter intends to take advantage of HFNC's strong capital base and
bring its expertise in commercial and consumer lending to bear across its
expanded franchise while utilizing HFNC's talent and infrastructure to enhance
its retail and mortgage banking operations. First Charter's management expects
the transaction to begin adding to its earnings per share during 1999.
H. Joe King, Jr., Chairman, President and Chief Executive Officer of HFNC,
added, "We are pleased to have affiliated with one of the area's premier banks
in First Charter. Our shareholders will benefit from the expertise of a
management team that has consistently produced some of the strongest
performance numbers of any bank in the nation, while our customers can look
forward to an expanded array of both retail and commercial financial services
products, combined with high-quality customer service they have come to expect
from HFNC."
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Upon the closing of the transaction, Mr. King will be named Chairman of
the Board of Directors of First Charter Corporation, and each member of HFNC's
Board of Directors will join First Charter's Board. J. Roy Davis, First
Charter's current Chairman, will serve as Vice Chairman of the Board until the
1999 annual meeting, when Mr. Davis will be named Chairman and Mr. King will be
named Chairman Emeritus. Mr. Kimbrough will continue to serve as President and
Chief Executive Officer of First Charter.
The merger is subject to approval by the shareholders of both First
Charter and HFNC and applicable regulatory authorities. HFNC and First Charter
have also entered into reciprocal 19.9% option agreements, exercisable under
certain conditions.
The common stock of First Charter and HFNC are traded on the Nasdaq
National Market under the symbols "FCTR" and "HFNC," respectively.
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