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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SOUTHBANC SHARES, INC.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
840901102
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(CUSIP Number)
Robert W. Orr
c/o SouthBanc Shares, Inc.
907 North Main Street
Anderson, South Carolina 29622 (864) 225-0241
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 1, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13(d)-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.
SEC 300 (07-98)
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SCHEDULE 13D
CUSIP No. 840901102 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert W. Orr
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF; OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 98,978 (not including 69,152 shares subject to options)
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 62,064 (not including 69,152 shares subject to options,
WITH 32,823 unvested restricted stock awards and 4,091
shares allocated under the Perpetual Bank Employee
Stock Ownership Plan)
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10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,130 Shares (including 69,152 shares subject to options)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
5.5%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer.
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This Schedule 13D relates to the shares of common stock, par value $0.01
per share, of SouthBanc Shares, Inc., ("SouthBanc Shares"), a corporation
organized under the laws of the State of Delaware and the holding company for
Perpetual Bank, A Federal Savings Bank, Anderson, South Carolina ("Perpetual
Bank"). The principal executive offices of SouthBanc Shares are located at 907
North Main Street, Anderson, South Carolina 29622.
Item 2. Identity and Background.
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This Schedule 13D is being filed by Robert W. Orr, President and Chief
Executive Officer of SouthBanc Shares. Mr. Orr's business address is 907 North
Main Street, Anderson, South Carolina 29622. Mr. Orr is a United States citizen.
During the past five years Mr. Orr has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has he
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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1,513 shares were acquired by Mr. Orr at $19.25 per share ($29,125) on
April 18, 1998 with personal funds.
37,029 shares were acquired by Mr. Orr on April 18, 1998 in exchange for
common shares of Perpetual Bank. These shares were acquired by Mr. Orr without
payment.
4,091 shares were acquired by Mr. Orr as a result of periodic allocations
under the Perpetual Bank Employee Stock Ownership Plan. These shares were
acquired by Mr. Orr without payment.
45,941 shares were acquired by Mr. Orr as a result of periodic awards
under various restricted stock plans sponsored by SouthBanc Shares. These shares
were acquired by Mr. Orr without payment.
69,152 shares may be acquired by Mr. Orr upon exercise of stock options
granted under various stock option plans sponsored by SouthBanc Shares. These
options are exercisable within 60 days of April 7, 2000.
1,975 shares were acquired by Mr. Orr under the Perpetual Bank 401(k) and
Profit Sharing Plan.
8,429 shares were acquired by Mr. Orr as a result of the exercise of stock
options.
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Item 4. Purpose of Transaction.
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The shares covered by this Schedule 13D are being held for investment
purposes. Depending upon a continuing assessment and upon future developments,
the reporting person may periodically purchase additional shares of SouthBanc
Shares or sell or otherwise dispose of some of the shares. Other than in his
capacity as the President and Chief Executive Officer of SouthBanc Shares and as
a member of SouthBanc Shares's Board of Directors, Mr. Orr has no plans which
relate to or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving SouthBanc Shares or any of
its subsidiaries;
(b) a sale or transfer of a material amount of assets of SouthBanc
Shares or any of its subsidiaries;
(c) any change in the present Board of Directors or management of
SouthBanc Shares, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board;
(d) any material change in the present capitalization or dividend policy
of SouthBanc Shares;
(e) any other material change in SouthBanc Shares's business or
corporate structure;
(f) changes in SouthBanc Shares's charter or bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of SouthBanc Shares by any person;
(g) causing a class of securities of SouthBanc Shares to be delisted
from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(h) a class of equity securities of SouthBanc Shares becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(i) any action similar to any of these enumerated above.
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Item 5. Interest in Securities of the Issuer.
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(a) 168,130 shares are beneficially owned by the reporting person as of
the date of this Schedule 13D, including 69,152 shares that Mr. Orr
has the right to acquire pursuant to exercisable options,
representing 5.5% of the total shares issued and outstanding of
SouthBanc Shares's common stock. The aggregate amount reported as
beneficially owned in Row 11 does not include shares held in trust
by the Perpetual Bank Employee Stock Ownership Plan of which Mr. Orr
is a trustee. Mr. Orr disclaims beneficial ownership of the shares
held in trust by the Perpetual Bank Employee Stock Ownership Plan
(other than such shares that have been allocated to him under such
plan).
(b) The reporting person has sole voting power over 98,978 shares, not
including 69,152 shares that Mr. Orr has the right to acquire
pursuant to exercisable options. The reporting person has sole
dispositive power over 62,064 shares, not including 69,152 shares
that Mr. Orr has the right to acquire pursuant to exercisable
options, 32,823 unvested restricted stock awards and 4,091 shares
allocated under the Perpetual Bank Employee Stock Ownership Plan.
The reporting person has no shared voting and dispositive power over
any shares.
(c) Transactions in the Common Stock of SouthBanc Shares effected during
the past sixty (60) days:
January 1, 2000 - 19,961 options vested, exercise price of $20.31
per share
April 7, 2000 - 3,336 options vested, exercise price of $8.85
per share
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
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to Securities of the Issuer.
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There are no contracts, arrangements, understandings or relationships
between Mr. Orr and any person with respect to any securities of
SouthBanc Shares.
Item 7. Material to be Filed as Exhibits.
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None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: /s/ Robert W. Orr
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Robert W. Orr (in his individual capacity)
Date: April 7, 2000
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