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EXHIBIT 99.2
FORM OF PRESS RELEASE
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Press Release Dated July 21, 2000
For Additional Information,
Contact Robert O. Bratton,
Chief Financial Officer
(704) 721-4473
or
Jan H. Hollar,
Director of Finance
(704) 721-4467
FOR IMMEDIATE RELEASE
July 21, 2000
FIRST CHARTER ADOPTS
SHAREHOLDERS RIGHTS PLAN
Concord, North Carolina - First Charter Corporation ("First Charter"), a North
Carolina corporation, (NASDAQ: FCTR) announced that its Board of Directors
adopted a stockholder rights plan at its meeting on July 19, 2000 and issued
share purchase Rights in connection with the rights plan.
Lawrence M. Kimbrough, President and Chief Executive Officer, stated "The Rights
are designed to assure that all of First Charter's stockholders receive fair and
equal treatment in the event of any proposed takeover of the Company and to
guard against partial tender offers, squeeze-outs, open market accumulations and
other abusive tactics to gain control of First Charter without paying all
stockholders a control premium. The plan is not being adopted in response to any
unsolicited takeover proposals."
The stockholder rights plan is intended to enable all stockholders to realize
the long-term value of their investment in First Charter. The plan will not
prevent a takeover, but should encourage anyone seeking to acquire First Charter
to negotiate with the Board prior to attempting a takeover.
In connection with the adoption of the plan, the Board declared a dividend of
one share purchase Right on each outstanding share of common stock. Future
issuances of First Charter's common stock will include share purchase Rights.
Generally, the Rights will be exercisable only if a person or group acquires 15%
or more of First Charter's common stock or announces a tender offer. Each Right
will entitle stockholders to buy 1/1000 of a share of a new series of junior
participating preferred stock of the Company at an exercise price of $80. Prior
to the time they become exercisable, the Rights are redeemable for one cent per
Right at the option of the Board.
If First Charter is acquired after a person has acquired 15% or more of its
common stock, each Right will entitle its holder to purchase, at the Right's
then-current exercise price, a number of shares of the acquiring company's
common stock having a market value of twice such price.
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Additionally, if First Charter is not acquired, a Rights holder (other than the
person or group acquiring 15% or more) will be entitled to purchase, at the
Right's then-current exercise price, a number of shares of First Charter's
common stock having a market value of twice such price.
Following the acquisition of 15% or more of the common stock, but less than 50%
by any Person or Group, the Board may exchange the Rights (other than Rights
owned by such person or group) at an exchange ratio of one share of common stock
for each Right.
The Rights will be distributed on August 9, 2000, to stockholders of record as
of the close of business on such date. The Rights will expire on July 19, 2010.
Stockholders will receive additional information from First Charter on the plan
within the near future and do not need to take any action to receive the Rights.
CORPORATE PROFILE
First Charter Corporation is the holding company for First Charter National
Bank. First Charter is a regional financial services company with assets of $2.8
billion that operates 50 financial centers and 85 ATMs located in 14 counties
throughout North Carolina. 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. Additional information about First
Charter can be found at www.FirstCharter.com or by calling 1-800-601-8471.
Common stock for First Charter is traded under the symbol "FCTR" on The Nasdaq
National Market.
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.
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