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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S) 240.14a-12
SouthBanc Shares, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
N/A
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
N/A
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(4) Date Filed:
N/A
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Notes:
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On February 14, 2000, Heritage Bancorp, Inc. ("Heritage") and SouthBanc
Shares, Inc. ("SouthBanc") issued a joint press release which reported that
Heritage and SouthBanc had entered into an Agreement and Plan of Merger,
pursuant to which Heritage will be merged with and into SouthBanc, with
SouthBanc being the surviving entity.
SouthBanc and Heritage will be filing a joint proxy statement-prospectus
and other relevant documents concerning the merger with the Securities and
Exchange Commission ("SEC"). WE URGE INVESTORS TO READ THE JOINT PROXY
STATEMENT-PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by SouthBanc will be available free of charge from
the Corporate Secretary of SouthBanc at 907 North Main Street, Anderson, South
Carolina 29622, telephone (864) 225-0241. Documents filed with the SEC by
Heritage will be available free of charge from the Corporate Secretary of
Heritage at 201 West Main Street, Laurens, South Carolina 29360, telephone (864)
984-4581. INVESTORS SHOULD READ THE JOINT PROXY STATEMENT-PROSPECTUS CAREFULLY
BEFORE MAKING A DECISION CONCERNING THE MERGER.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
SouthBanc and its directors and executive officers may be deemed to be
participants in the solicitation of proxies of SouthBanc stockholders to approve
the merger. SouthBanc's board of directors is composed of Robert W. Orr, F.
Stevon Kay, Richard C. Ballenger, Jim Gray Watson, Harold A. Pickens, Jr., and
Martha S. Clamp. Other participants in the solicitation may include Thomas C.
Hall (Senior Vice President and Treasurer of Perpetual Bank) and Barry C.
Visioli (Senior Vice President Perpetual Bank). These directors and executive
officers may be deemed to be beneficial owners of shares of SouthBanc common
stock as follows: Robert W. Orr, 135,124 shares (4.5%); Thomas C. Hall, 127,877
shares (4.2%); Barry C. Visioli, 122,987 shares (4.1%); F. Stevon Kay, 66,029
shares (2.2%); Harold A. Pickens, Jr., 63,819 shares (2.2%); Cordes G. Seabrook,
Jr., 46,846 shares (1.6%); Martha S. Clamp, 42,923 shares (1.4%); and Jack F.
McIntosh, 32,238 shares (1.1%). Jim Gray Watson and Richard C. Ballenger each
own less than one percent of common stock. Collectively, these directors and
executive officers may be deemed to beneficially own 21.2% of SouthBanc's
outstanding shares of common stock. This ownership information is as of December
31, 1999. As a result of consummation of the merger, all stock options and
shares of restricted stock awarded under SouthBanc's stock benefit plans will
vest.
