As filed with the Securities and Exchange Commission on November 1, 2000.
Registration File No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE SOUTH FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0824914
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601
(864) 255-7900 (TELEPHONE) (864) 235-6403 (FACSIMILE)
(Address, including zip code, and telephone number,
including area code,
of registrant's principal executive offices)
WILLIAM S. HUMMERS III, EXECUTIVE VICE PRESIDENT
THE SOUTH FINANCIAL GROUP, INC.
102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601
(864) 255-7913
------------------------------------
(Name, address, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to divided or interest reinvestment plans, please check the following
box: |X|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class Amount to Offering Price Aggregate Amount of
of Securities to be Registered be Registered Per Security Offering Price (1) Registration Fee
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock........ 150,000 shares $10.1875(1) $1,528,125 $403.43
-------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 457(h), the average of the high and low prices as reported
by the Nasdaq National Market of $10.1875 on October 30, 2000 is used for
purposes of calculating the registration fee.
</FN>
</TABLE>
<PAGE>
PROSPECTUS
[LOGO]
[THE SOUTH FINANCIAL GROUP, INC.]
COMMON STOCK
DIVIDEND REINVESTMENT PLAN
<TABLE>
<CAPTION>
THE SOUTH FINANCIAL GROUP:
<S> <C>
o We are a financial services
holding company headquartered in THE PLAN
Greenville, South Carolina,
offering general banking services and o 450,000 shares are currently authorized for
financial products through our issuance under the Plan.
operating subsidiaries.
o Plan participants can purchase additional
o Our address and phone number are: shares of our common stock with their cash
102 South Main Street dividends and optional cash payments.
Greenville, South Carolina 29601
(864) 255-7900 o The Plan Administrator is:
SYMBOL AND MARKET: Registrar and Transfer Company
10 Commerce Drive
o Our common stock is traded on The Nasdaq Cranford, New Jersey 07016-3572
National Market under the trading symbol 1-800-368-5948
"TSFG". E-mail: [email protected]
o On June 1, 2000, the closing sales price of
our common stock, as reported by Nasdaq,
was $12.6875.
</TABLE>
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 2.
Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
The date of this Prospectus is June 8, 2000.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC
under the Securities Exchange Act. You may read and copy this information at the
following locations of the SEC:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison St.
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661-2511
</TABLE>
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. The SEC also maintains an Internet World Wide
Web site that contains reports, proxy statements and other information about
issuers, like us, who file electronically with the SEC. The address of the site
is http://www.sec.gov.
You should also be able to inspect reports, proxy statements and other
information about us at the offices of the NASD, 20 Broad Street, New York, New
York 10005. Also, the Company maintains a website at www.thesouthgroup.com.
We have filed with the SEC a registration statement under the
Securities Act that registers the distribution of our common stock under the
Plan. The registration statement, including the attached exhibits and schedules,
contains additional relevant information about us and our common stock. The
rules and regulations of the SEC allow us to omit certain information included
in the registration statement from this document.
The SEC allows us to "incorporate by reference" information into this
Prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this Prospectus, except
for any information that is superseded by information that is included directly
in this Prospectus.
This Prospectus incorporates by reference the documents listed below
that we previously filed with the SEC. They contain important information about
the Company and its financial condition.
SEC Filings Period/Filing Date
----------- ------------------
Annual Report on Form 10-K Year ended December 31, 1999
Quarterly Report on Form 10-Q Quarter ended March 31, 2000
Current Reports on Form 8-K January 18, 2000 and April 24, 2000
The registration statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act that contains descriptions of our common stock and other rights,
including all amendments or reports that we filed with the SEC to update these
descriptions.
Every document that we file with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after June 8, 2000 and before the
termination of the offering of shares under the Plan will be incorporated by
reference into this Prospectus without any further action by us. If any future
document that is incorporated by reference into this Prospectus modifies
anything in this Prospectus (including any document that has been incorporated
by reference), then the modified statement will be replaced by the modifying
statement without any further action by us.
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<PAGE>
We will provide, without charge, copies of documents incorporated by
reference (other than exhibits) to each person, including any beneficial owner,
to whom this Prospectus is delivered. You should direct any request for these
documents to
The South Financial Group, Inc.
Mary M. Gentry, Treasurer
102 S. Main Street
Greenville, South Carolina 29601
Phone: (864) 255-4919
SUMMARY
We are a financial services company headquartered in Greenville, South
Carolina, and we offer general banking services and financial products through
our five principal operating subsidiaries:
o Carolina First Bank, a South Carolina-chartered bank
headquartered in Greenville, South Carolina,
o Citrus Bank, a Florida-chartered bank headquartered in Orlando,
Florida,
o Carolina First Mortgage Company, a mortgage loan origination and
servicing company headquartered in Columbia, South Carolina,
o Carolina First Bank, F.S.B., a federal savings bank that offers
Bank CaroLine, an Internet banking service, and
o The Anchor Bank, a South Carolina-chartered bank headquartered in
Myrtle Beach, South Carolina, which we plan to merge into
Carolina First Bank at some point in the future.
Through our subsidiaries, we provide a full range of banking services,
including mortgage, trust and investment services, designed to meet
substantially all of the financial needs of our customers. At March 31, 2000, we
also had bank technology investments that included two public companies: a 16%
ownership interest in Affinity Technology Group, Inc. and an 8.4% ownership
interest in Net.B@nk, Inc.
We commenced operations in December 1986, and, at March 31, 2000, we
conducted business in 90 locations in South Carolina, 13 locations in Florida
and 5 locations in North Carolina. We are currently the largest independent
South Carolina-headquartered financial institution. At March 31, 2000, we had
total assets of approximately $4.9 billion, total loans of approximately $3.4
billion, total deposits of approximately $3.6 billion and approximately $486.2
million in shareholders' equity. In April 2000, we changed our name from
Carolina First Corporation to The South Financial Group, Inc. All prior period
information included above reflects (on a pro forma basis) our June 2000 merger
with Anchor Financial Corporation, which we accounted for as a
pooling-of-interests.
Our principal executive offices are located at: 102 S. Main Street,
Greenville, South Carolina 29601, and our telephone number is 864-255-7900.
RISK FACTORS
WE HAVE EXPERIENCED SIGNIFICANT GROWTH THROUGH ACQUISITIONS, WHICH
COULD, IN SOME CIRCUMSTANCES, ADVERSELY AFFECT NET INCOME. We have experienced
significant growth in assets as a result of acquisitions. Moreover, we
anticipate engaging in selected acquisitions of financial institutions and
assets in the future. There are risks associated with our acquisition strategy
that could adversely impact net income. These risks include, among others,
incorrectly assessing the asset quality of a particular institution being
2
<PAGE>
acquired, encountering greater than anticipated costs of incorporating acquired
businesses into our company and being unable to profitably deploy funds acquired
in an acquisition. Furthermore, we can give you no assurance about the extent
that we can continue to grow through acquisitions.
In the past, we have engaged in acquisitions accounted for by the
purchase method of accounting. Acquisitions accounted for by the purchase method
of accounting may lower the capital ratios of the entities involved.
Consequently, in the event that we engage in significant acquisitions accounted
for by the purchase method of accounting in the future, we may be required to
raise additional capital in order to maintain capital levels required by the
Federal Reserve Board.
In the future, we may issue capital stock in connection with additional
acquisitions. These acquisitions and related issuances of stock may have a
dilutive effect on earnings per share and ownership. We do not currently have
any definitive understandings or agreements for any acquisitions material to us.
However, as noted above, we anticipate that we will continue to expand by
acquisition in the future.
WE HAVE VARIOUS ANTITAKEOVER MEASURES WHICH COULD IMPEDE THE TAKEOVER
OF THE COMPANY. We have various antitakeover measures in place, some of which
are listed below. Any one or more of these measures may impede the takeover of
the Company without the approval of our Board of Directors and may prevent you
from taking part in a transaction in which you could realize a premium over the
current market price of our common stock.
The antitakeover measures include:
o a Shareholders' Rights Plan which, among other things, provides
for the dilution of our common stock holdings of shareholders who
acquire 20% or more of our common stock and attempt to acquire
the Company without the consent of management;
o management contracts which provide for additional management
compensation in the event that executive officers who are a party
thereto are terminated after a change in control of the Company,
and
o various charter provisions providing for, among other things, a
"staggered" board of directors and supermajority voting
requirements in connection with the removal of directors without
cause and some business combinations involving the Company.
WE HAVE EXPERIENCED SIGNIFICANT GROWTH IN COMMERCIAL LENDING
ACTIVITIES, WHICH ENTAILS SPECIAL RISKS NOT ASSOCIATED WITH OTHER TYPES OF
LOANS. Over the past several years, we have experienced significant growth in
commercial and commercial mortgage loans. These loans are generally more risky
than one-to-four family or consumer loans because they are unique in character,
generally larger in amount and dependent upon the borrower's ability to generate
cash to service the loan. There are risks inherent in making all loans,
including risks with respect to the period of time over which loans may be
repaid, risks resulting from uncertainties as to the future value of collateral,
risks resulting from changes in economic and industry conditions and risks
inherent in dealing with individual borrowers. While our nonperforming loans as
a percentage of total loans is comparable to its peer group average, there is a
risk that the quality of our loan portfolio could decline, particularly in
connection with the rapid growth in loans we have experienced over the past
several years.
3
<PAGE>
DESCRIPTION OF THE PLAN
PURPOSE
1. What is the purpose of the Plan?
The primary purpose of the Common Stock Dividend Reinvestment Plan (the
"Plan") is to provide holders of record of shares of the $1 par value Common
Stock ("Common Stock") of The South Financial Group, Inc. (the "Company") the
opportunity to invest cash dividends and optional cash payments in shares of
Common Stock. Shares purchased under the Plan will be original issue shares and
have the same rights with respect to dividends and voting as all shares of
Common Stock. (See Questions 10, 12 and 13.) The Company anticipates utilizing
the reinvested dividends and optional cash payments for its general corporate
purpose, including investments in the Company's subsidiaries.
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan ("Participants") may:
o Automatically reinvest all or a portion of their Common Stock
cash dividends, without payment of a service charge or brokerage
commission, in Common Stock at 95% of the fair market value of
the Common Stock.
o Invest additional cash, up to $10,000 per month, without the
payment of a service charge or brokerage commission, in
additional shares of Common Stock. (See Questions 10, 12 and 13.)
o Invest the full amount of all dividends and optional cash
payments, since fractional share interests may be held under the
Plan.
o Avoid safekeeping and recordkeeping requirements and costs
through the free custodial service and reporting provisions of
the Plan.
ADMINISTRATION
3. Who administers the Plan for Participants?
Registrar and Transfer Company (the "Administrator") will administer
the Plan, purchase and hold shares of Common Stock acquired from the Company
under the Plan, keep records, send statements of account activity to
Participants, and perform other duties related to the Plan. Participants may
contact the Administrator by writing to:
The South Financial Group Dividend Reinvestment Plan
c/o Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016-3572
Participants may also contact the Administrator by telephoning toll free at
1-800-368-5948 or by e-mailing to [email protected].
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<PAGE>
PARTICIPATION
4. Who is eligible to participate in the Plan?
All holders of record of shares of Common Stock are eligible to
participate in the Plan; provided, however, if any Participants have the same
social security or federal tax identification number, the maximum amount which
all such Participants may invest as optional cash payments each month is limited
to the maximum amount that one Participant may so voluntarily invest each month.
(See Question 13.) In order to be able to participate in the Plan in their own
names, beneficial owners of shares of Common Stock whose shares are registered
in names other than their own must become holders of record by having their
shares transferred into their own names. All nominees or brokers wishing to
participate in the Plan should contact the Administrator toll free at
1-800-368-5948.
5. How does an eligible shareholder become a Participant?
An eligible shareholder may join the Plan by signing an Authorization
Card and returning it to the Administrator. Authorization Cards may be obtained
at any time by written request to Registrar and Transfer Company, 10 Commerce
Drive, Cranford, New Jersey 07016-3572, by telephoning toll free at
1-800-368-5948 or by e-mailing to [email protected].
6. What are a shareholder's participation options?
Participants may elect full reinvestment or partial reinvestment of
cash dividends. If a shareholder chooses partial reinvestment, the shareholder
must designate on the Authorization Card the number of whole shares for which he
wishes to reinvest dividends. Dividends paid on all other shares registered in
the Participant's name will be paid in cash.
7. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If an
Authorization Card is received by the Administrator on or before the record date
established for payment of a particular dividend, reinvestment of dividends
under the Plan will commence with that dividend. If an Authorization Card is
received after the record date established for a particular dividend, the
reinvestment of dividends under the Plan will begin with the next succeeding
dividend. The Company anticipates that the quarterly dividend record and payment
dates will ordinarily occur on or about the following dates:
Record Date Payment Date
----------- ------------
January 15 February 1
April 15 May 1
July 15 August 1
October 15 November 1
If an Authorization Card accompanied by an optional cash payment is
received by the Administrator more than two business days prior to the next
purchase date, the optional cash payment will be used to purchase shares of
Common Stock on that purchase date. If an Authorization Card accompanied by an
optional cash payment is received by the Administrator less than two business
days prior to a purchase date, the optional cash payment will be used to
purchase shares of Common Stock on the next purchase date.
5
<PAGE>
COSTS
8. Are there any expenses to Participants in connection with purchases
under the Plan?
Because the Common Stock purchased under the Plan are original issue
shares purchased directly from the Company, Participants will incur no brokerage
commissions or service charges for purchases made under the Plan.
PURCHASES
9. How many shares of Common Stock will be purchased for Participants?
The number of shares purchased under the Plan for each Participant will
depend on the amount of each Participant's dividends and optional cash payments,
and the market price of the Common Stock. Each Participant's account will be
credited with the number of shares, including fractions computed to four decimal
places, equal to the total amount invested under the Plan by the Participant,
divided by the applicable purchase price per share of the Common Stock.
10. When and at what price will shares of Common Stock be purchased under
the Plan?
Purchases of shares with reinvested dividends will be made as of each
dividend payment date. Purchases of shares made with optional cash payments will
be made on the first business day of every month. Optional cash payments must be
received at least two business days prior to a purchase date to be used to
purchase shares on that purchase date. Participants may obtain the return of any
optional cash payment at any time up to two business days before a purchase
date. No interest will be paid on any funds received under the Plan. The
Company's quarterly dividend payment dates will ordinarily occur on the first
day of February, May, August, and November.
The prices of Common Stock purchased under the Plan with reinvested
dividends will be 95% of the average of the high and low sale prices of the
Common Stock on The Nasdaq National Market on the five business days preceding
the dividend payment date, as reported in The Wall Street Journal, or other
authoritative source; provided, that no purchases shall be made in the event
that this price is less than the par value of the Common Stock (presently $1.00
per share); and provided, however, that the Company may alter the discount at
which shares may be purchased hereunder so as to range from 95% to 100% of the
average of the high and low sale prices of the Common Stock on The Nasdaq
National Market upon giving Participants not less than 30 days prior written
notice thereof.
The prices of Common Stock purchased under the Plan with optional cash
payments will be 100% of the average of the high and low sale prices of the
Common Stock on The Nasdaq National Market on the five business days preceding
the monthly purchase date, as reported in The Wall Street Journal, or other
authoritative source, provided that no purchases shall be made in the event that
this price is less than the par value of the Common Stock (presently $1.00 per
share); provided, however, that the Company may, upon 30 days prior written
notice to Participants, amend the Plan to permit a discount on shares purchased
with optional cash payments or to eliminate optional cash payments.
6
<PAGE>
11. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Unless requested by a Participant, certificates for shares of Common
Stock purchased under the Plan on behalf of a Participant will not be issued in
a Participant's name. Certificates for any number of whole shares credited to a
Participant's account under the Plan will be issued in the Participant's name
without charge upon receipt by the Administrator of a written request therefor
from the Participant. Certificates representing fractional share interests will
not be issued under any circumstances. (See Question 17.)
OPTIONAL CASH PAYMENTS
12. How may optional cash payments be made?
Optional cash payments may be made only by Common Shareholders who are
having dividends reinvested under the Plan. An optional cash payment may be made
by enclosing a check or money order payable to "Registrar and Transfer Company,
Agent" together with an Authorization Card or with an Optional Cash Payment Form
provided at the bottom of a Plan account statement referred to in Question 14
below and mailing them to the Administrator. The deadline for receiving optional
cash payments to be invested is 5:00 p.m., eastern time, on the second business
day prior to each monthly purchase date.
13. What are the limitations on making optional cash payments?
The same amount of money does not need to be sent each month, and a
Participant is under no obligation to make an optional cash payment in any
month. Any optional cash payments, however, must not be less than $25.00 per
payment nor may such payments by any Participant aggregate more than $10,000.00
in any calendar month, subject to the right of the Company from time to time to
change such amounts or to eliminate optional cash payments upon giving
Participants in the Plan not less than 30 days prior written notice of the
effective date of such change; provided, however, any such change shall not
occur more often than once every three months.
REPORTS TO PARTICIPANTS
14. What reports will be sent to Participants?
As soon as practicable after each purchase made under the Plan on
behalf of a Participant, the Participant will receive a statement showing the
amount invested, the purchase price, the number of shares purchased, and other
information regarding the status of the Participant's account as of the date of
such statement. Each Participant is responsible for retaining these statements
in order to establish the cost basis of his shares purchased under the Plan for
tax purposes.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
15. How may a Participant withdraw shares purchased under the Plan?
A Participant may withdraw all or any portion of the whole shares of
Common Stock held in the Participant's account under the Plan by notifying the
Administrator in writing to that effect. The notice should be sent to Registrar
and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016-3572. A
certificate for the whole shares so withdrawn will be issued in the name of and
mailed to the Participant. In no case will certificates for fractional share
interests be issued. (See Question 17.)
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<PAGE>
TERMINATION OF PARTICIPATION
16. How may a Participant's participation in the Plan be terminated?
A Participant may terminate participation in the Plan at any time by
notifying the Administrator in writing to that effect; however, any notice of
termination received by the Administrator between a dividend record date and
payment date will not be effective insofar as that dividend is concerned. Any
such termination notice should be sent to Registrar and Transfer Company, 10
Commerce Drive, Cranford, New Jersey 07016-3572. The Company may also terminate
a Participant's participation in the Plan by giving written notice to that
effect to a Participant at any time; however, if such notice is given between a
dividend record date and payment date, such termination shall not be effective
insofar as that dividend is concerned.
17. What happens to the whole shares and any fractional share interest in a
Participant's account when a Participant's participation in the Plan is
terminated?
Upon termination of a Participant's participation in the Plan, a
certificate for the number of whole shares in the Participant's account will be
issued in the name of and mailed to the Participant. In lieu of issuing a
certificate for any fractional share interest remaining in a terminated
Participant's account, the fractional share interest will be liquidated, and a
check for the net proceeds resulting from such liquidation will be mailed to the
Participant.
Upon termination of participation in the Plan, a Participant may send a
written request to the Administrator that the whole shares in a Participant's
account be sold. The Administrator will make such a sale for the Participant's
account as soon as possible after processing the request for termination. The
Participant will receive the proceeds, less any brokerage fees, from the sale of
the whole shares, as well as the cash value of any fractional shares.
OTHER INFORMATION
18. How does the Plan's share safekeeping feature work?
At the time of enrollment in the Plan, or at any later time,
Participants may use the Plan's share safekeeping service to deposit any Common
Stock certificates in their possession with the Administrator. Shares deposited
will be transferred into the name of the Administrator or its nominee and
credited to the Participant's account under the Plan. Thereafter, such shares
will be treated in the same manner as shares purchased through the Plan. By
using the Plan's share safekeeping service, Participants no longer bear the risk
associated with loss, theft or destruction of share certificates.
Participants who wish to deposit their Common Stock certificates with
the Administrator must mail their request and their certificates to the
Administrator. The certificates should not be endorsed. It is recommended that
Participants use registered, insured mail when mailing certificates to the
Administrator.
19. What happens to a Participant's Plan account if all shares registered
in the Participant's name are transferred or sold?
If a Participant disposes of all shares of Common Stock registered in
the Participant's name on the shareholder records of the Company without
terminating participation in the Plan, the Administrator will continue to
reinvest dividends payable on the shares of Common Stock held in the
Participant's Plan account until such time as the Participant's participation in
the Plan is terminated. (See Question 16.)
8
<PAGE>
20. What happens if the Company has a Common Stock rights offering, stock
dividend or stock split?
If the Company effects a Common Stock dividend or stock split, it will
credit each Participant's account with additional shares based on the number of
shares that the Participant holds in the account on the record date for the
dividend or split. If the Company grants its shareholders rights or warrants to
purchase additional shares of Common Stock or other securities, then it will
grant these rights or warrants to Participants based on the number of shares
held in their accounts on the record date for the grant.
21. How will a Participant's Plan shares be voted at a meeting of
shareholders?
If on the record date for a meeting of shareholders there are any whole
shares credited to a Participant's account under the Plan, such whole shares
will be added to the shares registered in the Participant's name on the
shareholder records of the Company. The Participant will receive one proxy
covering the total of such shares, which proxy will be voted as the Participant
directs; or, if a Participant so elects, the Participant may vote all of such
shares in person at the shareholders' meeting.
22. May a Participant transfer the ownership of the Shares in his Plan
account?
If a Participant wishes to transfer the ownership of all or part of the
Participant's shares held under the Plan to another person, whether by gift,
private sale, or otherwise, the Participant may effect such transfer by mailing
an executed stock power to the Administrator. Transfers must be made in whole
share amounts. Requests for transfer are subject to the same requirements as for
transfer of Common Stock certificates generally, including the requirement of a
medallion stamp guarantee on the stock power. Stock Power Forms are available
from the Administrator.
Once shares in a Plan account are transferred, the transferee must
obtain an Authorization Card from the Administrator to enroll the shares in the
Plan. Transferred shares will not be automatically enrolled in the Plan. The
transferee may send the Authorization Card to the Administrator at the same time
as the transferor submits the Stock Power Form to effectuate the transfer.
23. What are the federal income tax consequences of participation in the
Plan?
Under the current provisions of the Internal Revenue Code of 1986, as
amended, (the "Code") the purchase of shares of Common Stock under the Plan will
generally result in the following federal income tax consequences:
REINVESTED DIVIDENDS. In the case of reinvested dividends, because the
Administrator will acquire shares for a Participant's Plan account directly from
the Company, the Participant must include in gross income a dividend amount
equal to the number of shares purchased with the Participant's reinvested
dividends multiplied by the fair market value of the Common Stock on the
relevant dividend payment date. The Participant's basis in those shares will
also equal the fair market value of the shares on the relevant dividend payment
date.
OPTIONAL CASH PAYMENTS. The Participant's basis in shares acquired with
optional cash payments will be the price actually paid by the Participant for
such shares. If, however, the Company were to modify the Plan to permit a
discount on the purchase price of shares purchased with optional cash payments,
the amount of the discount, as determined by the difference between the fair
market value of the Common Stock received and the amount of cash paid for it,
will be treated as a dividend for tax purposes.
ADDITIONAL INFORMATION. The holding period for the Plan Shares will
begin the day after the date the shares are acquired. A Participant will not
realize any taxable income when he or she receives certificates for whole shares
9
<PAGE>
credited to his or her account under the Plan, either upon a request for such
certificates or upon termination of the Plan. However, a Participant who
receives, upon withdrawal from or termination of the Plan, a cash payment for
the sale of Plan Shares held for such Participant's account under the Plan or
for a fractional share then held in his or her Plan account will realize gain or
loss measured by the difference between the amount of the cash received and the
Participant's basis in such shares or fractional share. If, as usually is the
case, the Common Stock is a capital asset in the hands of a Participant, such
gain will be short-term or long-term capital gain, depending upon whether the
holding period for such shares is more or less than one year.
In general, the corporate dividends-received deduction has been reduced
to 70% and may be further reduced. Corporate shareholders also should be aware
that the Internal Revenue Code of 1986, as amended, limits the availability of
the dividends-received deduction under various special rules, including the
situation where a holder of stock incurs indebtedness directly attributable to
such stock or fails to satisfy certain holding period requirements. Corporate
shareholders who participate in the Plan should consult their own tax advisers
to determine their eligibility for the dividends-received deduction.
The above is intended only as a general discussion of the current
federal income tax consequences of participation in the Plan. Participants
should consult their own tax advisers regarding the federal and state income tax
consequences (including the effects of any changes in law) of their individual
participation in the Plan.
24. Will the shares purchased under the Plan be listed on The Nasdaq
National Market?
The Company will take all steps necessary to seek approval of the
shares for quotation on The Nasdaq National Market, subject to official notice
of issuance. The Company shall give such notice to Nasdaq as may be required to
permit the listing of the Common Stock issued in connection with the Plan.
25. What are the responsibilities of the Company and the Administrator
under the Plan?
Neither the Company nor the Administrator shall be liable for any act
done in good faith or for any good faith omission to act, including, without
limitation, any claims of liability (i) arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt by the
Administrator of notice in writing of such death, (ii) with respect to the price
at, or terms upon which, shares of Common Stock may be purchased under the Plan
or the times such purchases may be made, or (iii) with respect to any
fluctuation in the market value of the Common Stock before, at or after the time
any such purchases may be made, nor shall they have any duties, responsibilities
or liabilities except such as are expressly set forth hereunder. The terms and
conditions of the Plan shall be governed by the laws of the State of South
Carolina.
26. Who bears the risk of market fluctuations in the price of the Common
Stock?
A Participant's investment in shares held in a Plan account is no
different than an investment in shares not held in a Plan account. Each
Participant bears the risk of loss and the benefits of gain from market price
changes with respect to all shares.
Neither the Company nor the Administrator can guarantee that shares
purchased under the Plan will, at any particular time, be worth more or less
than their purchase price. Each Participant should recognize that neither the
Company nor the Administrator can provide any assurance of a profit or
protection against loss on any shares purchased under the Plan.
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<PAGE>
27. May the Plan be changed or discontinued?
The Company reserves the right to modify, suspend or terminate the Plan
at any time. Participants will be notified of any such modification, suspension
or termination.
28. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be
determined by the Company, and such determination shall be final.
29. Who should be contacted with questions about the Plan?
The Administrator:
The South Financial Group Dividend Reinvestment Plan
c/o Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016-3572
1-800-368-5948 (between 9:00 a.m. and 5:00 p.m. eastern time)
Email: [email protected]
The Company:
The South Financial Group, Inc.
Investor Relations Department
P.O. Box 1029
Greenville, SC 29602
1-800-951-2699 ext. 54919
(between 9:00 a.m. and 5:00 p.m. eastern time)
USE OF PROCEEDS
We are unable to predict either the number of shares of Common Stock
that will be sold pursuant to the Plan or the prices at which such shares will
be sold. We will use the proceeds of this offering for general corporate
purposes. The proceeds may either be used at the holding company level or
contributed to our subsidiaries. Pending such use we will invest the proceeds in
high-quality, short-term investments.
INDEMNIFICATION
We refer you to Chapter 8, Articles 5 of Title 33 of the 1976 Code of
Laws of South Carolina, as amended, respecting indemnification of officers and
directors of South Carolina corporations in connection with legal proceedings
involving any of these persons because of being or having been an officer or
director. These provisions generally set forth the instances and requirements
with respect to indemnification of directors and officers by the corporation,
provide for the advancement of expenses to be incurred in legal proceedings upon
compliance with certain requirements, provide for mandatory indemnification by
the corporation of directors and officers who are wholly successful in the
defense of legal proceedings, and permit a corporation to purchase and maintain
insurance on behalf of persons who are or were officers or directors. We
maintain directors' and officers' liability insurance.
We also refer you to Chapter 2 of Title 33 of the 1976 Code of Laws of
South Carolina, as amended, respecting the limitation in a corporation's
articles or incorporation of the personal liability of a director for breach of
the director's fiduciary duty. In accordance with these provisions, the Articles
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<PAGE>
of Amendment of the Company adopted on April 5, 1989 and filed with the South
Carolina Secretary of State provide as follows:
A director of the corporation shall not be personally liable to the corporation
or any of its shareholders for monetary damages for breach of fiduciary duty as
a director, provided that this provision shall not be deemed to eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders; (ii) for acts or omissions not
in good faith or which involve gross negligence, intentional misconduct, or a
knowing violation of laws; (iii) imposed under Section 33-8-330 of the Act
(improper distribution to shareholder); or (iv) for any transaction from which
the director derived an improper personal benefit.
To the extent that indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the provisions described above, we have been informed
that in the SEC's opinion this indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
FINANCIAL STATEMENTS
The financial statements incorporated in this Prospectus and elsewhere
in the related registration statement by reference to the Annual Report on Form
10-K for the year ended December 31, 1999, have been audited by KPMG LLP,
independent certified public accountants, as indicated in their reports with
respect thereto.
VALIDITY OF COMMON STOCK
The validity of the shares of our common stock to be issued under the
Plan has been passed upon by Wyche, Burgess, Freeman & Parham, P.A., Greenville,
South Carolina. As of May 31, 2000, attorneys of Wyche, Burgess, Freeman &
Parham, P.A., beneficially owned in the aggregate approximately 29,000 of the
outstanding shares of common stock of the Company.
12
<PAGE>
<TABLE>
<S> <C>
No person has been authorized to give
any information or to make any
representation in connection with this
offering other than those contained in
this Prospectus and, if given or
made, such other information or representations [LOGO]
must not be relied upon as having been authorized
by the Company. Neither the delivery of this [THE SOUTH FINANCIAL GROUP, INC.]
Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication
that there has been no change in the affairs of
the Company since the date hereof or that the COMMON STOCK DIVIDEND REINVESTMENT
information contained herein is correct as of any PLAN
time subsequent to its date. This Prospectus does
not constitute an offer to sell, or a solicitation
of an offer to buy any securities other than the
registered securities to which it relates or in 450,000 Shares
any circumstances in which such offer or Common Stock
solicitation is unlawful.
TABLE OF CONTENTS -----------------
PROSPECTUS
WHERE YOU CAN FIND -----------------
MORE INFORMATION...................inside cover
SUMMARY.......................................1
RISK FACTORS..................................2
Growth through acquisitions................2
Antitakeover measures......................2 June 8, 2000
Growth in commercial lending activities....3
DESCRIPTION OF THE PLAN.......................4
USE OF PROCEEDS..............................15
INDEMNIFICATION..............................15
FINANCIAL STATEMENTS.........................16
VALIDITY OF COMMON STOCK.....................16
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee...........$ xx.xx
Printing expenses (estimated).....................................xx.xx
Legal fees and expenses (estimated)...............................xx.xx
Miscellaneous (estimated)........................................ xx.xx
------
TOTAL....................................................xx.xx
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Chapter 8, Article 5 of Title 33 of the 1976 Code
of Laws of South Carolina, as amended, which provides for indemnification of
officers and directors of South Carolina corporations in certain instances in
connection with legal proceedings involving any such persons because of being or
having been an officer or director. The Company's Bylaws provide (i) that the
Corporation shall indemnify any individual made a party to a proceeding because
he is or was a Director of the Corporation against liability incurred in the
proceeding to the fullest extent permitted by law, and (ii) that the Corporation
shall pay for or reimburse the reasonable expenses incurred by a Director who is
a party to a proceeding in advance of final disposition of the proceeding to the
fullest extent permitted by law. The Company has entered into indemnification
agreements with each of its Directors, which generally make the above-referenced
Bylaws provisions the basis of a contract between the Company and each director.
Chapter 8, Article 5 of Title 33 of the 1976 Code of Laws of South
Carolina, as amended, also permits a corporation to purchase and maintain
insurance on behalf of a person who is or was an officer or director. The
Company maintains directors' and officers' liability insurance.
Reference is made to Chapter 2 of Title 33 of the 1976 Code of Laws of
South Carolina, as amended, respecting the limitation in a corporation's
articles of incorporation of the personal liability of a director for breach of
the director's fiduciary duty. Reference is made to the Company's Articles of
Amendment filed with the South Carolina Secretary of State on April 18, 1989
which state: "A director of the corporation shall not be personally liable to
the corporation or any of its shareholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision shall not be deemed
to eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involved gross negligence, intentional
misconduct, or a knowing violation of law, (iii) imposed under Section 33-8-330
of the South Carolina Business Corporation Act of 1988 (improper distribution to
shareholder), or (iv) for any transaction from which the director derived an
improper personal benefit."
ITEM 16. EXHIBITS
Exhibit
-------
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of
shares of The South Financial Group, Inc.
II-1
<PAGE>
23.1 Consent of KPMG LLP.
23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit
5.1.
24.1 The Power of Attorney: Contained on the signature page of this Registration
Statement.
99.1 Summary Fact Sheet with respect to Common Stock Dividend Reinvestment Plan
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual reports pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenville, State of
South Carolina, on November 1, 2000.
THE SOUTH FINANCIAL GROUP, INC.
By: /s/ William S. Hummers III
-------------------------
William S. Hummers III,
Executive Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mack I. Whittle, Jr. and William S.
Hummers III, and each of them, as true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all annexes thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do, or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ William R. Timmons, Jr. Chairman of the Board November 1, 2000
------------------------------------
William R. Timmons, Jr.
/s/ Mack I. Whittle, Jr. President, Chief Executive Officer November 1, 2000
------------------------------------ and Director (Principal Executive Officer)
Mack I. Whittle, Jr.
/s/ William S. Hummers III Executive Vice President, Director November 1, 2000
------------------------------------ (Principal Accounting and Financial Officer)
William S. Hummers III
/s/ M. Dexter Hagy Director November 1, 2000
------------------------------------
M. Dexter Hagy
II-3
<PAGE>
Director
------------------------------------
Eugene E. Stone IV
/s/ H. Earle Russell, Jr. Director November 1, 2000
------------------------------------
H. Earle Russell, Jr.
/s/ Judd B. Farr Director November 1, 2000
------------------------------------
Judd B. Farr
/s/ Charles B. Schooler Director November 1, 2000
------------------------------------
Charles B. Schooler
Director
------------------------------------
David C. Wakefield III
/s/ C. Claymon Grimes, Jr. Director November 1, 2000
------------------------------------
C. Claymon Grimes, Jr.
Director
------------------------------------
Samuel H. Vickers
Director
------------------------------------
Mason R, Chrisman
/s/ Stephen L. Chryst Director November 1, 2000
------------------------------------
Stephen L. Chryst
Director
------------------------------------
W. Gairy Nichols III
Director
------------------------------------
Thomas J. Rogers
Director
------------------------------------
Albert A. Springs III
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS CONTAINED HEREIN
Exhibit
-------
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of
shares of The South Financial Group, Inc.
23.1 Consent of KPMG LLP.
23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit
5.1.
24.1 The Power of Attorney: Contained on the signature page of this Registration
Statement.
99.1 Summary Fact Sheet with respect to Common Stock Dividend Reinvestment Plan
II-5
