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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
Date of Report (date of earliest event reported): August 17, 1999
Coddle Creek Financial Corp.
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(Exact name of registrant as specified in its charter)
North Carolina 000-23465 56-2045998
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
347 North Main Street
Post Office Box 1117 (28115-1117)
Mooresville, North Carolina 28115-2453
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(Address of principal executive offices)
Registrant's telephone number, including area code: (704) 664-4888
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On August 17, 1999, the Board of Directors of Coddle Creek Financial Corp.
declared dividends totalling $17.18 for each share of the Corporation's issued
and outstanding common stock payable on September 8, 1999 to shareholders of
record on August 30, 1999. A portion of the dividends will represent a regular
dividend for the period ending December 31, 1999 and the remainder will be a
special dividend. A copy of the press release regarding the dividend payment is
attached as Exhibit 99(a) hereto and incorporated herein by reference. A copy
of the letter to shareholders notifying them of the dividend payment is attached
as Exhibit (99)(b) hereto and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(99)(a) Press Release dated August 18, 1999.
(99)(b) Letter to Shareholders of Coddle Creek Financial Corp. dated August
18, 1999.
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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 hereunto duly authorized.
CODDLE CREEK FINANCIAL CORP.
Date: August 18, 1999 By: /s/ George W. Brawley
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George W. Brawley, President
and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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(99)(a) Press Release dated
August 18, 1999
(99)(b) Letter to Shareholders of
Coddle Creek Financial
Corp. dated August 18, 1999
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Exhibit 99(a)
News Release
For immediate release Contact: George W. Brawley, Jr.
President
(704) 664-4888
Coddle Creek Financial Corp. Announces Special Cash Distribution
MOORESVILLE, N.C. -- (August 18, 1999) -- Coddle Creek Financial Corp. ("CDLC")
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announced today that its Board of Directors has declared a special cash
distribution in the amount of $ 17.18 per share, payable on September 8, 1999 to
shareholders of record as of the close of business on August 30, 1999. The
Company expects that the greater part of the distribution will be a non-taxable
return of capital, although the exact amount of the distribution that could be
considered non-taxable cannot be confirmed until the Company determines its
operating results for the tax year ending December 31, 1999. The amount of the
special cash distribution that would be treated as a return of capital will be
treated as a reduction in the cost basis of each share and will not be subject
to income tax as a dividend to shareholders. Shareholders are advised to
consult their tax advisors concerning the tax treatment of this one-time cash
dividend.
Because of the magnitude of the cash distribution in relation to the Company's
share price, rules of the National Association of Securities Dealers require
that the stock trade ex-dividend on the day after payment, which will be
September 9, 1999. Shareholders who sell their shares before the ex-dividend
date transfer the right to receive the cash distribution to the buyers of the
shares. On the ex-dividend date, the price of the Company's shares is expected
to decrease by the amount of the distribution.
The Company's Employee Stock Ownership Plan ("ESOP"), a qualified retirement
benefit plan covering all full-time employees, holds approximately 48,273 shares
of Company stock. The trustees of the ESOP expect to purchase additional shares
in open market transactions beginning September 10, 1999 with the $829,000 it
will receive from the distribution.
The Company expects that it will be required to record a charge to compensation
expense related to payment of the distribution on shares of stock in its
restricted stock plan for directors and officers of Mooresville Savings Bank.
The amount of the charge is estimated to be approximately $210,000(after the
related income tax benefits).
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George Brawley, President of the Company, said: "We believe that this payment
shows our commitment to manage our capital prudently and for the best interests
of our shareholders. In the future, we will continue to monitor our
circumstances and our opportunities and to act consistently with our commitments
to shareholders and regulatory agencies."
Coddle Creek is the parent holding company of Mooresville Savings Bank, a North
Carolina state-chartered savings bank which operates 3 full service offices in
Iredell and Mecklenburg Counties, North Carolina. At June 30, 1999, the Company
had total assets of $138.2 million and stockholders equity of $45.7 million or
33% of total assets.
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Exhibit 99(b)
August 18, 1999
Dear Coddle Creek Financial Corp. Shareholder:
The Board of Directors of Coddle Creek Financial Corp. has declared a dividend
totaling $17.18 for each share of the Corporation's issued and outstanding
common stock. The special distribution is payable on September 8, 1999 to
shareholders of record on August 30, 1999. A portion of the dividend will
represent a regular dividend for the period ending December 31, 1999. The
remainder will be a special dividend. Further information about this will be
provided in the future.
We appreciate your support. Please let us know your questions.
Sincerely yours,
CODDLE CREEK FINANCIAL CORP.
/s/ George W. Brawley, Jr.
George W. Brawley, Jr.
President
