UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report: June 6, 2000
THE SOUTH FINANCIAL GROUP, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
South Carolina 0-15083 57-0824914
------------------------ ----------- ------------------
(State of other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number)
102 South Main Street, Greenville, South Carolina 29601
(Address of principal executive office (Zip Code)
Registrant's telephone number, including area code: (864) 255-7900
The Exhibit Index appears on page 4 hereof.
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On June 6, 2000, The South Financial Group's merger with Anchor Financial
Corporation became effective, and The South Financial Group and Anchor Financial
Corporation filed articles of merger with the South Carolina Secretary of State
to that effect. The South Financial Group acquired all the outstanding common
shares of Anchor Financial Corporation in exchange for approximately 17,655,000
shares of The South Financial Group common stock, valued at approximately $223
million. Each share of Anchor Financial stock was exchanged for 2.175 shares of
The South Financial Group common stock.
See attached Press Release.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) Financial Statements of the Businesses Acquired. Anchor Financial
Corporation's audited financial statements are incorporated by reference to its
Annual Report on Form 10-K for its fiscal year ended December 31, 1999. Anchor
Financial Corporation's financial statements for the quarter ended March 31,
2000 are incorporated by reference to its Form 10-Q for that quarter.
(b) Pro Forma Financial Information. The pro forma balance sheet at December 31,
1999 and the pro forma income statement for the three years ended December 31,
1999 are incorporated by reference to The South Financial Group's (under its
former name, Carolina First Corporation) registration statement filed on March
16, 2000 on Form S-4, File No. 333-32590. The pro forma balance sheet at March
31, 2000 and the pro forma statement of income for the quarter ended March 31,
2000 follow.
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<PAGE>
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The unaudited pro forma condensed consolidated balance sheet is based on
combining the historical consolidated balance sheet for The South Financial
Group at March 31, 2000 with the historical consolidated balance sheet of Anchor
Financial Corporation at March 31, 2000, adjusting for the issuance of
additional shares expected to be issued in the merger.
The unaudited pro forma condensed consolidated statement of income are
presented combining the historical consolidated statement of income of The
South Financial Group for the three months ended March 31, 2000 with the
historical consolidated statement of income of Anchor Financial Corporation for
the three months ended March 31, 2000.
The pro forma information has been presented using the pooling-of-interests
method of accounting. This pro forma information, while helpful in illustrating
the financial characteristics of the combined company under one set of
assumptions, does not attempt to predict or suggest future results. It also does
not necessarily reflect what the historical results of the combined company
would have been had our companies been combined. In addition, the pro forma
information does not reflect any potential benefits from potential cost savings
or synergies expected to be achieved following the merger, given the operational
overlap between The South Financial Group and Anchor Financial Corporation.
The information in the following tables should be read together with the
historical financial information that we have presented in our prior filings
with the SEC.
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<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
At March 31, 2000
(Dollars in thousands)
The South Anchor Pro
Financial Financial Forma
Group Corporation Adjustments Combined
----- ----------- ----------- --------
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks......................... $ 107,118 $ 45,555 $ - $ 152,673
Interest-bearing bank balances.................. 15,637 605 - 16,242
Fed funds sold and resale agreements............ 547 17,700 - 18,247
Investment securities........................... 673,495 258,116 - 931,611
Loans held for sale............................. 38,727 775 - 39,502
Loans held for investment....................... 2,500,748 871,912 - 3,372,660
Less unearned income........................ (4,230) (161) - (4,391)
Less allowance for loan losses.............. (25,616) (10,246) - (35,862)
--------- --------- ------- ---------
Net loans................................. 2,470,902 861,505 - 3,332,407
Premises and equipment.......................... 67,773 26,990 - 94,763
Intangible assets............................... 111,869 468 - 112,337
Other assets.................................... 142,242 28,976 4,000 175,218
--------- --------- ------- ---------
Total assets............................ $ 3,628,310 $ 1,240,690 $ 4,000 $ 4,873,000
============= ============= ============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Noninterest-bearing......................... $ 340,894 $ 173,232 $ - $ 514,126
Interest-bearing............................ 2,266,724 826,903 - 3,093,627
--------- ------- ------ ---------
Total deposits........................... 2,607,618 1,000,135 - 3,607,753
Borrowed funds.................................. 580,801 138,306 - 719,107
Other liabilities............................... 44,589 11,342 25,000 80,931
--------- --------- ------ ---------
Total liabilities........................ 3,233,008 1,149,783 25,000 4,407,791
--------- --------- ------ ---------
Total shareholders' equity...................... 395,302 90,907 (21,000) 465,209
--------- --------- ------- ---------
Total liabilities and shareholders' equity...... $ 3,628,310 $ 1,240,690 $ 4,000 $ 4,873,000
============= ============= ============ =============
</TABLE>
See notes to the unaudited pro forma condensed consolidated financial
information.
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<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
Three Months Ended March 31, 2000
(Dollars in thousands, except share data)
The South Anchor
Financial Financial Pro Forma
Group Corporation Adjustments Combined
----- ----------- ----------- --------
<S> <C> <C> <C> <C>
Interest income.................................... $ 66,761 $ 23,949 $ - $ 90,710
Interest expense................................... 35,256 11,035 - 46,291
------ ------ ------ ------
Net interest income............................. 31,505 12,914 - 44,419
Provision for loan losses.......................... 3,395 550 - 3,945
------ ------ ------ ------
Net interest income after
provision for loan losses................... 28,110 12,364 - 40,474
Noninterest income.............................. 9,743 3,001 - 12,744
Noninterest expenses............................ 28,194 9,505 - 37,699
------ ------ ------ ------
Income before income taxes.................. 9,659 5,860 - 15,519
Income taxes.................................... 3,091 2,026 - 5,117
------ ------ ------ ------
Net income.................................. $ 6,568 $ 3,834 $ - $ 10,402
============= ============= ============ =============
Net income per common share:
Basic....................................... $ 0.26 $ 0.48 $ - $ 0.24
Diluted..................................... 0.26 0.46 - 0.24
Average shares outstanding:
Basic....................................... 25,412,082 8,061,040 - 42,944,844
Diluted..................................... 25,598,243 8,290,015 - 43,629,026
</TABLE>
See notes to the unaudited pro forma condensed consolidated financial
information.
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<PAGE>
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The unaudited The South Financial Group and Anchor Financial Corporation pro
forma condensed consolidated financial information is based upon the following
adjustments, using the pooling of interests method of accounting. Actual amounts
may differ from those reflected in the unaudited pro forma condensed
consolidated financial information.
NOTE 1
The South Financial Group exchanged 2.175 shares of The South Financial Group
common stock for each share of Anchor Financial Corporation common stock
outstanding immediately prior to the effective time of the merger. At March 31,
shares expected to be issued in connection with the merger were as follows:
<TABLE>
<S> <C>
Shares of Anchor Financial Corporation stock.................. 8,117,346
Exchange ratio................................................ 2.175
Shares of The South Financial Group common stock to be
issued........................................................ 17,655,228
The following entry was made to the unaudited pro forma condensed consolidated
balance sheet to reflect this transaction:
Common stock - Anchor Financial Corporation.............. $ 54,315,000
Common stock - The South Financial Group........... 17,655,000
Additional paid in capital - The South Financial
Group.............................................. 36,660,000
</TABLE>
NOTE 2
The South Financial Group anticipates one time merger-related charges of
approximately $25 million ($21 million, net of tax effects) in connection with
the merger. Employee-related and professional fees associated with the
transaction (including fixed financial advisory fees as well as attorneys' and
accountants' fees) are expected to represent the largest portion of the expenses
and charges. The impact of these adjustments, net of tax effects, has been
reflected in the unaudited pro forma condensed consolidated balance sheet as of
March 31, 2000, but has not been reflected in the unaudited pro forma condensed
consolidated statements of income. The following adjusting entry was made to the
unaudited pro forma condensed consolidated balance sheet to reflect this
transaction.
Retained earnings................................ $ 21,000,000
Other assets (deferred taxes).................... 4,000,000
Other liabilities........................... 25,000,000
(c) Exhibits.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of J.W. Hunt and Company, LLP
23.4 Consent of Tourville, Simpson & Henderson, L.L.P.
99.1 Press Release
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<PAGE>
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 hereunto duly authorized.
CAROLINA FIRST CORPORATION
June 20, 2000 By: /s/ William S. Hummers III
-----------------------------------
William S. Hummers III
Executive Vice President
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<PAGE>
EXHIBIT INDEX
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EXHIBIT
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of J.W. Hunt and Company, LLP
23.4 Consent of Tourville, Simpson & Henderson, L.L.P.
99.1 Press Release
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