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As filed with the Securities and Exchange Commission on March 22, 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):
March 21, 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 5 OTHER EVENTS
On March 21, 2000, First Charter Corporation ("FCC") and Carolina
First BancShares, Inc. ("CFBI") jointly announced that the shareholders of each
company have approved the merger transaction between the two companies, at
separate meetings held March 21, 2000. The merger transaction, which has
received applicable regulatory approval, is expected to close in April. Actual
consummation of the transaction is subject to the expiration of all waiting
periods imposed in connection with such regulatory approval and certain other
standard conditions.
CFBI shareholders will receive 2.267 shares of common stock of FCC for
each share of CFBI common stock in connection with the merger.
FCC also announced that it has rescinded its previously announced
1,000,000 share stock repurchase program having repurchased a total of 994,148
shares.
A copy of the joint news release (the "News Release") relating to the
merger approval is being filed as Exhibit 99.1 to this report and is
incorporated herein by reference.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBIT
(c) The following exhibit is filed herewith:
Exhibit No. Description
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99.1 News release disseminated on March 21, 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/ Lawrence M. Kimbrough
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Lawrence M. Kimbrough
President and Chief Executive Officer
Dated: March 22, 2000
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EXHIBIT INDEX
<TABLE>
<S> <C> <C>
Exhibit No. Description Sequential Page
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No.
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99.1 News Release disseminated on March
21, 2000 by First Charter Corporation.
</TABLE>
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EXHIBIT 99.1
For Additional Information,
Contact Robert O. Bratton,
Chief Financial Officer
First Charter Corporation
(704) 721-4473
or
Jan H. Hollar,
Chief Financial Officer
Carolina First BancShares, Inc.
(704) 732-6208
For Immediate Release
March 21, 2000
FIRST CHARTER CORPORATION AND
CAROLINA FIRST BANCSHARES, INC. ANNOUNCE FAVORABLE
SHAREHOLDER VOTES FOR MERGER
Concord, North Carolina - First Charter Corporation (Nasdaq: FCTR) and Carolina
First BancShares, Inc. (Nasdaq: CFBI) jointly announced today that the
shareholders of each company have approved the merger transaction between the
two companies, at separate meetings held today. The merger transaction, which
has received applicable regulatory approval, is expected to close in April.
Actual consummation of the transaction is subject to the expiration of all
waiting periods imposed in connection with such regulatory approval and certain
other standard conditions.
Carolina First shareholders will receive 2.267 shares of common stock of First
Charter for each share of Carolina First common stock in connection with the
merger.
First Charter also announced that it has rescinded its previously announced
1,000,000 share stock repurchase program having repurchased a total of 994,148
shares.
