<PAGE>
As filed with the Securities and Exchange Commission on November 8, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8 - K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 8, 1999
CAROLINA FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
North Carolina 0-17939 56-165582
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
236 EAST MAIN STREET, LINCOLNTON, NORTH CAROLINA 28092 (Addresses,
including zip codes, of principal executive offices)
(704) 732-2222
(Registrant's telephone number, including area code)
<PAGE>
Item 5 Other Events
On November 7, 1999, First Charter Corporation ("FCC") and Carolina
First Bancshares, Inc. ("Carolina First") entered into an Agreement and Plan of
Merger ("Merger Agreement"), pursuant to which Carolina First will be merged
(the "Merger") into FCC. The Board of Directors of FCC and the Board of
Directors of Carolina First approved the Merger Agreement and the transactions
related thereto at separate meetings held on November 7, 1999.
In accordance with the terms of the Merger Agreement, (i) each share of
the $2.50 par value common stock of Carolina First ("Carolina First Common
Stock") (excluding shares held by Carolina First or FCC or their respective
companies, in each case other than in a fiduciary capacity or as a result of
debts previously contracted) will be converted into 2.267 shares (the "Exchange
Ratio") of the no par value common stock of FCC ("FCC Common Stock").
At the effective time of the Merger, all rights with respect to
Carolina First Common Stock pursuant to stock option, stock appreciation rights,
stock awards or other rights, shall be converted into and shall become rights
with respect to FCC Common Stock, adjusted to reflect the Exchange Ratio.
The Merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended, and to be accounted for as a
pooling of interests.
Consummation of the Merger is subject to various conditions, including:
(i) approval of the Merger Agreement and the Merger by the stockholders of each
of the parties thereto; (ii) receipt of requisite federal and state regulatory
approvals; (iii) receipt of opinions of counsel to each of FCC and Carolina
First as to the tax-free nature of certain aspects of the Merger; (iv) receipt
of letters from the independent accountants of FCC and Carolina First to the
effect that the Merger will qualify for pooling of interests accounting
treatment; and (v) satisfaction or waiver of certain other conditions.
Under the Merger Agreement, Carolina First has the right to terminate
the Merger Agreement if the Average Closing Price (as defined below) of FCC
Common Stock (i) is less than .80 times the Starting Price (as defined below)
and (ii) reflects a decline, on the Determination Date (as defined below) of
more than 15% below a weighted index of the stock prices of 11 banks or bank
holding companies designated in the Merger Agreement. In the event that Carolina
First gives notice of its intention to terminate the Merger Agreement based on
such provision, FCC has the right, within five days of FCC's receipt of such
notice, to elect to adjust the Exchange Ratio in accordance with the terms of
the Merger Agreement, and, thereby remove Carolina First's right to terminate.
For purposes of the Merger Agreement, the Average Closing Price means
the average of the daily last sales price of FCC Common Stock as reported on the
Nasdaq Stock Market (as reported in The Wall Street Journal or, if not reported
therein, in another mutually agreed upon authoritative source) for the 20
consecutive trading days on the Nasdaq Stock Market ending on the at the close
of business on the Determination Date. The Determination Date means the date on
which the approval of the Federal Reserve Board required for consummation of the
Merger shall be received by FCC, without regard to any requisite holding
periods. For purposes of the Merger Agreement, the Starting Price means the last
sale price of FCC Common Stock as reported by The Nasdaq Stock Market (as
reported by The Wall Street Journal or, if not reported therein, in another
mutually agreed upon authoritative source) on November 8, 1999, the day of the
announcement by press release of the Merger.
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In connection with the Merger Agreement, Carolina First and FCC entered
into a stock option agreement (the "Stock Option Agreement") pursuant to which
Carolina First granted to FCC an option to purchase up to 1,040,838 shares of
Carolina First Common Stock (representing 19.9% of the shares of Carolina First
Common Stock currently outstanding less the number of share of Carolina First
Common Stock owned by FCC), at a purchase price of $36 per share, upon certain
terms and in accordance with certain conditions. Under the terms of the Stock
Option Agreement, the Total Profit and the Notional Total Profit (each as
defined in the Stock Option Agreement) that a holder may realize under the Stock
Option Agreement, as a result of exercising the option may not exceed
$10,000,000.
In the Merger Agreement, FCC has agreed to elect 6 Carolina First
designees to the FCC Board of Directors. Following the Merger, Lawrence M.
Kimbrough will continue in his role as President and Chief Executive Officer of
FCC and First Charter National Bank. James E. Burt, III will become Chairman of
the First Charter National Bank Board of Directors and an Executive Vice
President of FCC.
A copy of the joint news release (the "News Release") relating to the
Merger is being filed as Exhibit 99.1 to this report and is incorporated herein
by reference. The news release contain, among other things, forward-looking
statements, including estimates of future operating results and other
forward-looking financial information for First Charter Corporation and Carolina
First BancShares, Inc. These estimates constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. As
such, the estimates involve significant risks and uncertainties. Actual results
may differ materially due to such factors as: (1) expected cost savings from the
merger not materializing within the expected time frame; (2) revenues following
the merger not meeting expectations; (3) competitive pressures among financial
institutions increasing significantly; (4) costs or difficulties related to the
integration of the businesses of First Charter Corporation and Carolina First
BancShares, Inc. being greater than anticipated; (5) general economic conditions
being less favorable than anticipated; (6) legislation or regulatory changes
adversely affecting the business in which the combined company will be engaged;
and (7) the timing of the completion of the transactions.
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Item 7 Financial Statements and Exhibits
(c) The following exhibits are filed herewith:
Exhibit No. Description
99.1 News release disseminated on November 8, 1999
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.
CAROLINA FIRST BANCSHARES, INC.
By: /s/ Jan H. Hollar
Jan H. Hollar
Chief Financial Officer
Dated: November 8, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Sequential Page
No.
99.1 News Release disseminated on November 8,
1999 by Carolina First BancShares, Inc.
<PAGE>
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
November 8, 1999
First Charter Corporation and
Carolina First BancShares, Inc. Agree to Merge
Concord, North Carolina - First Charter Corporation (Nasdaq: FCTR) and Carolina
First BancShares, Inc. (Nasdaq: CFBI) jointly announced today that they have
entered into a definitive merger agreement for First Charter to acquire Carolina
First. Under the terms of the agreement, Carolina First BancShares, Inc. will be
merged into First Charter Corporation and each Carolina First shareholder will
receive 2.267 shares of First Charter common stock for each share of Carolina
First common stock. Based on First Charter's closing price on November 5, 1999,
the transaction is valued at approximately $260 million or $42.50 per share.
"The combination of First Charter and Carolina First is a key move in our
company's strategic plan in that it will strengthen our presence in several
attractive, high growth markets in the Charlotte Metropolitan area," said
Lawrence M. Kimbrough, Chief Executive Officer of First Charter Corporation.
"Merging with Carolina First will enable us to deliver our products and services
to an expanded customer base, continue strong earnings growth and create greater
value for our customers and shareholders."
When the merger is completed, First Charter will have $2.6 billion in assets,
$1.8 billion in deposits and 64 financial centers in North Carolina. The new
company will have the eighth largest deposit market share in North Carolina and
the fifth largest in Charlotte, which was recently recognized as the second
fastest growing city in the U.S. The pro-forma market capitalization will be
$583 million or 91st among all banks in the country.
Carolina First Chief Executive Officer James E. Burt, III stated, "The merger
with First Charter will give our customers a variety of benefits, including a
more extensive network of branches and ATMs, full service telephone banking, and
a broader array of financial services to meet their needs. We are excited about
the opportunities that will result from the merger of our two companies and
confident that our employees and shareholders will recognize the advantages
brought by First Charter's depth of management, commitment to exceptional
service quality and marketplace momentum."
Following the merger, Lawrence M. Kimbrough will continue in his role as
President and Chief Executive Officer of First Charter. James E. Burt, III will
become Chairman of the First Charter National Bank Board of Directors and a
member of the executive leadership team. Other members of the Carolina First
management team are expected to serve in key customer contact positions in
strategic markets.
Subject to certain conditions, including the approval of both companies'
shareholders and applicable regulatory authorities, the merger is expected to
close no later than the second quarter of 2000. The transaction is intended to
be tax-free to the shareholders of Carolina First and will be accounted for as a
pooling of interests.
First Charter Corporation is a regional bank holding company headquartered in
Concord, North Carolina, with $1.8 billion in assets. Through its banking
subsidiary, First Charter operates 33 financial centers, a full service
telephone banking center, and a network of 71 automated teller machines in North
Carolina. First Charter provides businesses and individuals with a broad range
of financial services, including banking, financial planning, funds management,
investments, insurance, mortgages and a full array of employee benefit programs.
Carolina First BancShares, Inc. is a bank holding company headquartered in
Lincolnton, North Carolina, with $774 million in assets. Through its three bank
subsidiaries, Lincoln Bank of North Carolina, Cabarrus Bank of North Carolina,
and Community Bank and Trust Company, it operates 31 full service offices in 12
counties. Carolina First maintains a number one deposit share in the South
Iredell and Lincoln County areas.
This news release contains forward-looking statements, including estimates of
future operating results and other forward-looking financial information for
First Charter Corporation and Carolina First BancShares, Inc. These estimates
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. As such, the estimates involve
significant risks and uncertainties. Actual results may differ materially due to
such factors as: (1) expected cost savings from the merger not materializing
within the expected time frame; (2) revenues following the merger not meeting
expectations; (3) competitive pressures among financial institutions increasing
significantly; (4) costs or difficulties related to the integration of the
businesses of First Charter Corporation and Carolina First BancShares, Inc.
being greater than anticipated; (5) general economic conditions being less
favorable than anticipated; (6) legislation or regulatory changes adversely
affecting the business in which the combined company will be engaged; and (7)
the timing of the completion of the transactions.
