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As filed with the Securities and Exchange Commission on April 10, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 4, 2000
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FIRST CHARTER CORPORATION
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(Exact name of registrant as specified in its charter)
North Carolina 0-15829 56-1355866
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
22 Union Street, North, Concord, North Carolina 28026-0228
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(Addresses, including zip codes, of principal executive offices)
(704) 786-3300
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(Registrant's telephone number, including area code)
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ITEM 2 ACQUISITION OF ASSETS
On April 4, 2000, First Charter Corporation ("FCC"), the holding
company for First Charter National Bank, announced that its acquisition of
Carolina First BancShares, Inc. ("CFBI"), the holding company for Lincoln Bank
of North Carolina, Cabarrus Bank of North Carolina and Community Bank and Trust
Co., became effective.
Pursuant to the terms of the definitive merger agreement which was
filed with the Commission on January 20, 2000 as an appendix to FCC's
Registration Statement No. 333-95003 on Form S-4 and is hereby incorporated by
reference, CFBI shareholders will receive 2.267 shares of common stock of FCC
for each share of CFBI common stock in connection with the merger.
A copy of the news release (the "News Release") relating to the
acquisition closure is being filed as Exhibit 99.1 to this report and is
incorporated herein by reference.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBIT
(a) Financial Statements of Business Acquired
1. The audited consolidated financial statements of CFBI
as of December 31, 1999 and 1998 and for each of the
years in the three-year period ended on December 31,
1999, and the independent auditors' report thereon
dated January 18, 2000, previously included in CFBI's
Annual Report on Form 10-K for the year ended
December 31, 1999, are hereby incorporated by
reference (Commission File No. 0-17939).
(b) Pro Forma Financial Information
1. The Unaudited Pro Forma Combined Financial
Information as of September 30, 1999 is hereby
incorporated by reference from FCC's Registration
Statement on Form S-4 (Registration Number 333-95003)
filed with the Commission on January 20, 2000.
2. The Unaudited Pro Forma Combined Financial
Information as of December 31, 1999 is not included
in this filing and will be filed by amendment to this
Form 8-K within 60 days of April 19, 2000.
(c) The following exhibits are filed herewith or incorporated by
reference as part of this report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger By and Between
Carolina First BancShares, Inc. and First
Charter Corporation, dated as of November 7,
1999 (incorporated by reference to the
Registrant's
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Registration No. 333-95003 on Form S-4 filed
with the Commission on January 20, 2000)
23.1 Consent of KPMG LLP
99.1 News release disseminated on April 4, 2000
by First Charter Corporation.
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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.
FIRST CHARTER CORPORATION
By: /s/ Robert O. Bratton
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Robert O. Bratton
Chief Financial Officer
Dated: April 10, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Sequential Page
- ----------- ----------- No.
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<S> <C> <C>
2.1 Agreement and Plan of Merger By and Between Carolina
First BancShares, Inc. and First Charter Corporation,
dated as of November 7, 1999 (incorporated by
reference to the Registrant's Registration No.
333-95003 on Form S-4 filed with the Commission on
January 20, 2000)
23.1 Consent of KPMG LLP
99.1 News release disseminated on April 4, 2000 by
First Charter Corporation.
</TABLE>
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
First Charter Corporation:
We consent to incorporation by reference in the registration statements of First
Charter Corporation (the Corporation) on Forms S-3 (Nos. 333-60641 and
333-71495) and the registration statements on Forms S-8 (Nos. 333-43617,
333-54019, 333-54021, 333-54023, 333-60949, and 333-71497), of our report dated
January 18, 2000, relating to the consolidated balance sheets of Carolina First
BancShares, Inc. and subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of income, changes in shareholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1999, included in the December 31, 1999 Annual Report
on Form 10-K of Carolina First BancShares, Inc.
KPMG LLP
Charlotte, North Carolina
April 10, 2000
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Exhibit 99.1
For Additional Information,
Contact Robert O. Bratton,
Chief Financial Officer
(704) 721-4473
or
David E. Keul, Controller
(704) 721-4482
FOR IMMEDIATE RELEASE
April 4, 2000
FIRST CHARTER ANNOUNCES CONSUMMATION OF
CAROLINA FIRST BANCSHARES ACQUISITION
Concord, North Carolina -- First Charter Corporation (NASDAQ: FCTR), the holding
company for First Charter National Bank, announced today that its acquisition of
Carolina First BancShares, Inc. (NASDAQ: CFBI), the holding company for Lincoln
Bank of North Carolina, Cabarrus Bank of North Carolina and Community Bank and
Trust Co., became effective today.
Lawrence M. Kimbrough, President and Chief Executive Officer, commented that
"The acquisition of Carolina First BancShares strengthens our presence in
Mecklenburg and Cabarrus counties, and provides a springboard for our growth
into several key markets, such as Lincolnton and Mooresville. Following the
merger of the Carolina First subsidiary banks into First Charter National Bank,
their customers will have access to several new products and services,
including: personal and commercial insurance, financial management services and
full-service banking by telephone. The deep commitment by the Carolina First
BancShares team to community involvement and local market management is a
natural fit with the First Charter tradition of "Expect More From Us."
As previously announced, the acquisition involved the merger of Carolina First
into First Charter in a tax-free transaction. Carolina First shareholders will
receive 2.267 shares of First Charter common stock for each share of Carolina
First common stock in connection with the merger.
First Charter anticipates one-time merger related charges of $15.1 million
($11.5 million, net of tax effects) in connection with the merger.
Employee-related and professional fees associated with the transaction
(including fixed financial advisor fees as well as attorneys' and accountants'
fees) are expected to represent the largest portion of the expenses and charges.
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Following the consummation, First Charter has $2.7 billion in assets and through
its subsidiaries operates 50 financial centers in 14 counties throughout the
Charlotte metropolitan region. First Charter provides businesses and individuals
with a broad range of financial services, including banking, comprehensive
financial planning, funds management, investments, insurance, mortgages and a
full array of employee benefit programs.
This news release contains forward-looking statements. Such statements are
subject to certain factors which may cause the company's results to vary from
those expected, including the risks set forth from time to time in the company's
filings with the Securities and Exchange Commission. Readers are cautioned not
to place undue reliance on these forward-looking statements, which reflect
management's judgment only as of the date hereof. The company undertakes no
obligation to publicly revise these forward-looking statements to reflect events
and circumstances that arise after the date hereof.
