SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 7, 1997
Community Capital Corporation
(Exact Name of Registrant as Specified in Its Charter)
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South Carolina 0-18460 57-0866395
<S> <C> <C>
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification)
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109 Montague Avenue, Greenwood, South Carolina 29646
(Address, Including Zip Code of Principal Executive Offices)
(864) 941-8200
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective April 7, 1997, the Registrant's wholly-owned subsidiary, The
Bank of Barnwell County (the "Bank"), consummated its previously announced
acquisition from Carolina First Bank ("Carolina First") of certain assets and
the assumption of certain deposits and other liabilities associated with
Carolina First's Barnwell, Williston, Blackville, Springfield, and Salley, South
Carolina bank branches (collectively the "Branches"). The transaction was
carried out pursuant to the terms of the Purchase and Assumption Agreement dated
January 21, 1997, by and among the Registrant, the Bank, and Carolina First (the
"Agreement"). The Bank intends to continue to operate the Branches as full
service retail banking offices.
As part of the transaction, the Bank assumed the lease of one of the
Branches. The Bank also acquired the building, real property and other
structural improvements comprising four of the Branches and certain equipment
and personal property associated with all of the Branches for a purchase price
of approximately $1,616,000, acquired loans plus accrued interest at the
Branches for a purchase price of approximately $15,110,000, and acquired other
assets at the Branches for a net purchase price of approximately $16,970,000
(collectively, the "Assets"). Also, the Bank acquired deposits at the Branches
totaling approximately $55,051,000, which included the payment of a premium, and
assumed other liabilities totaling approximately $2,578,000 (collectively, the
"Liabilities"). The aggregate funds due to Carolina First from the Bank for the
acquisition of the Assets by the Bank were credited against the aggregate funds
due to the Bank from Carolina First for the assumption of the Liabilities by the
Bank. Consequently, upon the closing of the transaction, the Bank received a net
cash payment of approximately $35,523,000 from Carolina First for the difference
in the amount of Liabilities assumed and the purchase price of the Assets.
A copy of the Agreement as executed on January 21, 1997 was filed as
Exhibit 10.18 to the Registrant's Registration Statement on Form S-2 originally
filed on December 20, 1996 and amended on January 24, 1997, and is incorporated
herein by reference. On April 22, 1997, the Registrant issued a press release
announcing the consummation of the transaction, a copy of which is filed
herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) - (b) Not applicable. The acquisition described above was not the
acquisition of a business as defined in Rule 11.01(d) of Regulation
S-X.
(c) Exhibits.
Exhibit 10.18 - Purchase and Assumption Agreement dated January 21,
1997, by and among the Registrant, the Bank and Carolina First
(Incorporated herein by reference to Exhibit 10.18 of the Registrant's
Registration Statement on Form S-2 originally filed on December 20,
1996 as amended.)
Exhibit 99.1 - Press Release of Registrant.
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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 hereunto duly authorized.
COMMUNITY CAPITAL CORPORATION
Date: April 22, 1997 By: /S/ JAMES H. STARK
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James H. Stark
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
10.18 Purchase and Assumption Agreement dated January 21,
1997 by and among Community Capital Corporation,
The Bank of Barnwell County, and Carolina First Bank
(Incorporated by reference to the Exhibit of same number
to Registrant's Registration Statement on Form S-2,
originally filed on December 20, 1996 and amended on
January 24, 1997.)
99.1 Press Release of The Bank of Barnwell County
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EXHIBIT 99.1
THE BANK OF BARNWELL COUNTY NEWS RELEASE
For Further Information:
Marshall L. Martin, Jr.
President/CEO
803-259-BANK
April 22, 1997
FOR IMMEDIATE RELEASE
THE BANK OF BARNWELL COUNTY ACQUIRES 5 CAROLINA FIRST BRANCHES
BARNWELL, SC - The Bank of Barnwell County, the area's first community bank to
be established in several decades, which opened its doors as a new bank on
February 28, 1997, acquired five branches of Carolina First Bank on
April 7, 1997.
Marshall L. Martin, Jr., President and Chief Executive Officer of The Bank of
Barnwell County stated, "It is extremely unusual for a new bank to have the
opportunity to expand its operation so significantly in such a short period of
time. With this acquisition, the bank has grown from approximately $10 million
to over $65 million in assets, and our employees have increased from 9 to 30.
There are many talented and veteran bankers in these offices who are
enthusiastic about bringing hometown banking back to their market areas."
The Bank of Barnwell County now offers full service banking in Barnwell,
Blackville, Salley, Springfield and Williston. Duncan, Steve, Richard, June,
Kathleen and Harley extend a warm welcome and invite everyone to experience
banking where personal service is the rule rather than the exception.
The Bank of Barnwell County is a wholly-owned subsidiary of Community Capital
Corporation.
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