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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 30, 1998
CAROLINA FIRST BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Charter)
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NORTH CAROLINA 0-17939 56-1655882
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
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402 East Main Street, Lincolnton, N.C. 28093
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(Address of Principal Executive Offices, including Zip Code)
(704) 732-2222
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(Registrant's Telephone Number, including Area Code)
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ITEM 5. OTHER EVENTS.
On November 30, 1998, the Board of Directors of Carolina First BancShares,
Inc. ("Carolina First" or the "Company") announced the resignation of D. Mark
Boyd, III as Chairman and Chief Executive Officer of the Company, and as
Chairman of the Board of Lincoln Bank of North Carolina, and the election of
James E. Burt, III as Chief Executive Officer of the Company, effective
December 1, 1998.
On December 1, 1998, Carolina First and Community Bank & Trust Company
("CB&T") announced that they have extended their Merger Agreement through
December 31, 1998, pursuant to the terms of Amendment No. 1, dated as of
November 30, 1998, to the Agreement and Plan of Merger dated as of June 4,
1998, by and between Carolina First and CB&T.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
2.1 Amendment No. 1, dated as of November 30, 1998, to the
Agreement and Plan of Merger dated as of June 4, 1998, by
and between Carolina First BancShares, Inc. and Community
Bank & Trust Company
99.1 Press Release
99.2 Press Release
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SIGNATURE
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 BANCSHARES, INC.
(REGISTRANT)
/s/ James E. Burt, III
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James E. Burt, III
President and Chief Executive Officer
Date: December 7, 1998
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INDEX TO EXHIBITS
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Exhibit
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2.1 Amendment No. 1 dated as of November 30, 1998, to the Agreement and
Plan of Merger dated as of June 4, 1998, by and between Carolina
First BancShares, Inc. and Community Bank & Trust Company
99.1 Press Release
99.2 Press Release
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EXHIBIT 2.1
CAROLINA FIRST BANCSHARES, INC.
and
COMMUNITY BANK & TRUST COMPANY
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AMENDMENT NO. 1
Dated as of November 30, 1998
to the
AGREEMENT AND PLAN OF MERGER
dated as of June 4, 1998
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THIS AMENDMENT NO. 1 ("Amendment") dated as of November 30, 1998, to the
Agreement and Plan of Merger dated as of June 4, 1998 (the "Merger
Agreement"), is by and among Carolina First BancShares, Inc. ("Carolina
First"), and Community Bank & Trust Company ("CB&T"). Capitalized terms used
and not otherwise defined herein shall have the meanings ascribed to them in
the Merger Agreement.
W I T N E S S E T H
WHEREAS, the parties hereto are authorized by Section 11.5 of the Merger
Agreement to enter into this Amendment.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
in the Merger Agreement and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENT TO THE MERGER AGREEMENT Section 10.1(e) is hereby
amended to read in its entirety as follows:
"(e) By either Party in the event that the Merger shall not have been
consummated by December 31, 1998, if the failure to consummate the transactions
contemplated hereby on or before such date is not caused by any breach of this
Agreement by the Party electing to terminate pursuant to this Section 10.1(e);
or"
SECTION 2. MISCELLANEOUS
(a) Ratification of the Merger Agreement
In all respects not inconsistent with the terms and provisions of this
Amendment, the provisions of the Merger Agreement are hereby ratified, approved
and confirmed, and the Merger Agreement, as so amended by this Amendment, shall
be read, taken and construed as one and the same instrument.
(b) Headings
The captions in this Amendment are for convenience of reference only and
shall not define or limit the provisions hereof.
(c) Counterparts
This Amendment may be executed in counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute
but one and the same instrument.
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(d) Governing Law
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.
CAROLINA FIRST BANCSHARES, INC.
By: /s/ James E. Burt, III
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Name: James E. Burt, III
Title: President
COMMUNITY BANK & TRUST COMPANY
By: /s/ Ronnie D. Blanton
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Name: Ronnie D. Blanton
Title: President & Chief Executive Officer
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EXHIBIT 99.1
PRESS RELEASE
FOR RELEASE: November 30, 1998
CONTACT: JAMES E. BURT, III
(704) 732-2222
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BURT NAMED CEO AT CAROLINA FIRST BANCSHARES, INC.
D. Mark Boyd, III resigned his position as Chairman of the Board and Chief
Executive Officer of Carolina First BancShares, Inc. and as Chairman of the
Board of Lincoln Bank effective November 27, 1998 in an announcement issued
today by James E. Burt, III, President of Carolina First. The Board moved
swiftly to fill the vacated CEO position by electing Burt President and CEO of
the Company.
Burt is a 38 year banking veteran and has held the position of President and
Chief Operating Officer since June, 1990. He has served as Acting Chairman
since October 2, 1998. Prior to joining Carolina First, Burt was President and
CEO of Commercial National Bank in Shreveport, Louisiana, a $1.1 billion
regional bank in Northwest Louisiana. He is a graduate of Louisiana State
University and of the Stonier Graduate School of Banking at Rutgers University.
Since early October Boyd has been on a voluntary suspension from his duties
at Carolina First and Lincoln Bank while addressing charges brought against him
for alleged securities violations in connection with purchases of stock in
Community Bank & Trust Company, Marion, NC. Carolina First has agreed to acquire
Community Bank & Trust, and this acquisition has been approved by the Federal
Reserve, the North Carolina Banking Commission and the FDIC. The Federal
Reserve has stayed its approval order while it further examines the allegations
surrounding Boyd's purchases of Community Bank & Trust stock.
In submitting his resignation Boyd stated, "It has been an honor and a
great personal pleasure for me to serve with you in this fine institution, and
to be associated with such talented and committed employees. Because of our
history of sound management and high performance, I look forward to remaining a
shareholder in Carolina First BancShares and following its continued success."
Carolina First is the parent company of Lincoln Bank of North Carolina and
Cabarrus Bank of North Carolina with 23 offices serving the heart of Carolina.
Its stock is listed in The Charlotte Observer under the Interdealer stock
section and carries the symbol CAFP in the over-the-counter market (pink
sheets).
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EXHIBIT 99.2
CAROLINA FIRST BANCSHARES, INC. COMMUNITY BANK & TRUST CO.
JOINT PRESS RELEASE
FOR RELEASE: December 1, 1998 CONTACT: Carolina First BancShares, Inc.
Lincolnton, N.C.
James E. Burt, III
(704) 732-2222
Community Bank & Trust Co.
Marion, NC
Ronnie D. Blanton
(828) 652-1112
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Carolina First BancShares, Inc., Lincolnton, North Carolina and Community
Bank & Trust Co., Marion, North Carolina today announced that they have
extended their Merger Agreement through December 31, 1998 in a joint statement
released by James E. Burt, III, President of Carolina First, and Ronnie D.
Blanton, President of Community Bank. Burt and Blanton stated: "Our merger
remains in the best interest of our respective shareholders, customers,
communities and employees. This extension will enable us to respond to
questions raised by the Federal Reserve as a result of charges made against a
former Carolina First officer."
Carolina First BancShares, Inc. is the parent Company of Lincoln Bank of
North Carolina and Cabarrus Bank of North Carolina. Its stock is listed in The
Charlotte Observer under the Interdealer stock section and carries the symbol
CAFP in the over-the-counter market (pink sheets).
