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 (Date of earliest event reported): August 29,
2007
SCBT
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
South
Carolina
(State
or other jurisdiction of
incorporation)
|
001-12669
(Commission
File Number)
|
57-0799315
(IRS
Employer
Identification
No.)
|
|
520
Gervais Street
Columbia,
South Carolina
(Address
of principal executive offices)
|
29201
(Zip
Code)
|
(800)
277-2175
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
ý Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
On
August
29, 2007, SCBT Financial Corporation (“SCBT”) entered into an Agreement and Plan
of Merger (the “Agreement”) with TSB Financial Corporation (“TSB”), the
Charlotte, North Carolina headquartered bank holding company for The Scottish
Bank. Pursuant to the Agreement, TSB will be merged with and into
SCBT. The Scottish Bank will join SCBT as its third subsidiary
bank. A copy of the Agreement is attached hereto as Exhibit 2.1 to
this Current Report on Form 8-K. The description of the Agreement is not
complete and is qualified in its entirety by reference to the
Agreement.
Under
the
terms of the Agreement, TSB shareholders will receive aggregate consideration
of
939,372 shares of SCBT common stock and $9.4 million in cash, including the
cash-out value of TSB’s stock options. The stock portion of the
consideration is based upon a fixed exchange ratio of 0.993 shares of SCBT
common stock for each of the outstanding shares of TSB common stock, which
as of
June 30, 2007 totaled 1,113,037 shares. Based on SCBT’s ten-day
average closing stock price of $36.25, as of August 29, 2007, the transaction
is
valued at approximately $43.4 million in the aggregate or $35.74 per fully
diluted TSB share. Holders of the issued and outstanding common stock
of TSB will have the right to receive either $35.00 in cash per share, or SCBT
common stock, or a combination thereof subject to the overall limits set forth
above. This equates to a consideration mix of approximately 85% stock
/ 15% cash for the outstanding shares of TSB at the time of the
Agreement.
The
Agreement contains customary representations, warranties and covenants of
SCBT
and TSB. TSB has also agreed not to (i) solicit proposals relating to
alternative business combination transactions or (ii) subject to certain
exceptions, enter into discussions or an agreement concerning or provide
confidential information in connection with any proposals for alternative
business combination transactions.
If
TSB
terminates the Agreement to accept an alternative acquisition proposal or
if
either party terminates this Agreement because the merger has not been
consummated prior to June 30, 2008 and after the signing of the Agreement
and
before the termination a third party makes an acquisition proposal and TSB
enters into an agreement to effect that alternative acquisition transaction,
then TSB will owe SCBT a termination fee of $1.75 million. If SCBT
terminates the Agreement if TSB’s shareholders fail to approve the merger and
(i) TSB’s board of directors shall have failed to reaffirm its approval of the
Agreement and the merger within five business days after SCBT’s written request
for such reaffirmation or shall have resolved not to reaffirm the merger,
or
(ii) TSB’s board of directors shall have failed to include in TSB’s proxy
statement soliciting proxies from its shareholders to be voted to approve
the
merger its recommendation, without modification or qualification, that TSB’s
shareholders approve the merger, or (iii) TSB’s board of directors shall have
withdrawn, qualified or modified, or shall have proposed publicly to withdraw,
qualify or modify, in a manner adverse to SCBT, the board of directors’
recommendation, or (iv) TSB’s board of directors shall have affirmed,
recommended, or authorized entering into any alternative acquisition
transaction, or, (v) within ten business days after commencement of any tender
or exchange offer for any shares of TSB’s common stock, TSB’s board of directors
shall have made any recommendation other than against acceptance of such
tender
or exchange offer by its shareholders, and if within 12 months thereafter
TSB
enters into an agreement to effect an alternative acquisition transaction
with a
third party, TSB will owe SCBT a termination fee of $1.5 million.
The
consummation of the merger is subject to regulatory approval and the approval
of
TSB’s shareholders, along with other customary closing conditions.
Item
8.01 Other Events
On
August
30, 2007, SCBT issued a press release announcing that SCBT and TSB have
entered
into the Agreement, as described in this Current Report under Item
1.01. The complete text of the press release is attached hereto as
Exhibit 99.1. In addition, a copy of a presentation on the overview
of the merger transaction is attached hereto as Exhibit 99.2. Also, a
copy of questions and answers describing the history of SCBT and the impact
of
the merger on TSB employees/customers is attached as Exhibit 99.3 to this
Current Report on Form 8-K. The press release, overview presentation
and the question and answer presentation are filed herewith pursuant to
Rule 425
under the Securities Act of 1933.
1
Additional
Information about the Merger and Where to Find It
SCBT
will
file a registration statement, a proxy statement/prospectus and other relevant
documents concerning the proposed transaction with the Securities and Exchange
Commission (the “SEC”). TSB shareholders are urged to read the
registration statement and the proxy statement/prospectus when they become
available and any other relevant documents filed with the SEC, as well as
any
amendments or supplements to those documents, because they will contain
important information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
SCBT
and TSB, at the SEC’s Internet site (http://www.sec.gov). Copies of
the proxy statement/prospectus to be filed by SCBT and the other filings,
also
can be obtained, when available and without charge, by directing a request
to
TSB Financial Corporation, 1057 Providence Road, Charlotte, North Carolina
28207, Attention: Janet H. Hollar, Chief Financial Officer, or to
SCBT Financial Corporation, 520 Gervais Street, Columbia, South Carolina
29201,
Attention: Richard C. Mathis, Executive Vice President and Chief Risk
Officer.
Participants
in the Plan of Merger
SCBT,
TSB
and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of TSB
in
connection with the merger. Information about the directors and
executive officers of TSB and their ownership of TSB common stock is set
forth
in TSB’s most recent proxy statement as filed with the SEC, which is available
at the SEC’s Internet site (http://www.sec.gov) and at TSB’s address in the
preceding paragraph. Information about the directors and executive
officers of SCBT is set forth in SCBT’s most recent proxy statement filed with
the SEC and available at the SEC’s Internet site and from SCBT at the address
set forth in the preceding paragraph. Additional information
regarding the interests of these participants may be obtained by reading
the
proxy statement/prospectus regarding the proposed transaction when it becomes
available.
2
Cautionary
Note Regarding Any Forward-Looking Statements
This
Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including, without limitation, statements
about
the benefits of the merger between SCBT Financial Corporation and TSB Financial
Corporation including future financial and operating results, cost savings,
enhanced revenues, and accretion to reported earnings that may be realized
from
the merger, as well as statements with respect to SCBT's and TSB’s plans,
objectives, expectations and intentions and other statements that are not
historical facts. Actual results may differ from those set forth in
the forward-looking statements.
Forward-looking
statements include statements with respect to our beliefs, plans, objectives,
goals, expectations, anticipations, estimates and intentions, and involve known
and unknown risks, uncertainties and other factors, which may be beyond our
control, and which may cause our actual results, performance or achievements
to
be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. You should
not expect us to update any forward-looking statements.
You
can
identify these forward-looking statements through our use of words such as
"may," "will," "anticipate," "assume," "should," "indicate," "would," "believe,"
"contemplate," "expect," "estimate," "continue," "point to," "project," "could,"
"intend" or other similar words and expressions of the future. These
forward-looking statements may not be realized due to a variety of factors,
including, without limitation: the effects of future economic conditions;
governmental monetary and fiscal policies, as well as legislative and regulatory
changes; the risks of changes in interest rates on the level and composition
of
deposits, loan demand, and the values of loan collateral, securities, and
interest sensitive assets and liabilities; interest rate risks and
sensitivities; the effects of competition from other commercial banks, thrifts,
mortgage banking firms, consumer finance companies, credit unions, securities
brokerage firms, insurance companies, money market and other mutual funds and
other financial institutions operating in our market areas and elsewhere,
including institutions operating regionally, nationally and internationally,
together with such competitors offering banking products and services by mail,
telephone, computer and the Internet; and the failure of assumptions underlying
the establishment of reserves for possible loan losses. The risks of mergers
and
acquisitions, include, without limitation: unexpected transaction costs,
including the costs of integrating operations; the risks that the businesses
of
SCBT and TSB will not be integrated successfully or that such integration may
be
more difficult, time-consuming or costly than expected; the potential failure
to
fully or timely realize expected revenues and revenue synergies, including
as
the result of revenues following the merger being lower than expected; the
risk
of deposit and customer attrition; changes in deposit mix; unexpected operating
and other costs, which may differ or change from expectations; the risks of
customer and employee loss and business disruption, difficulties in maintaining
relationships with employees; the risk of obtaining necessary governmental
approvals of the merger on the proposed terms and schedule; and the risk that
TSB’s shareholders will not approve the merger; increased competitive pressures
and solicitations of TSB’s customers by competitors in the highly competitive
Charlotte, North Carolina market.
All
written or oral forward-looking statements attributable to SCBT and TSB are
expressly qualified in their entirety by this cautionary notice, including,
without limitation, those risks and uncertainties described in SCBT's annual
report on Form 10-K for the year ended December 31, 2006 under "Forward-Looking
Statements," and otherwise in SCBT's SEC reports and filings. Such
reports are available upon request from SCBT or from the Securities and Exchange
Commission, including through the SEC's Internet website at
http://www.sec.gov.
3
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit No. | Description |
|
2.1
|
Agreement
and Plan of Merger between SCBT Financial Corporation and TSB Financial
Corporation, dated August 29, 2007
|
|
99.1
|
Press
Release dated August 30, 2007
|
|
99.2
|
Transaction
Overview Presentation dated August 30,
2007
|
|
99.3
|
Questions
and Answers Describing History of
SCBT
|
4
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.
| SCBT FINANCIAL CORPORATION | ||
| (Registrant) | ||
| Date: August 30, 2007 | /s/ John C. Pollok | |
| Senior Executive Vice President and | ||
| Chief Financial Officer |
5
Exhibit
Index
| Exhibit No. | Description |
|
2.1
|
Agreement
and Plan of Merger between SCBT Financial Corporation and TSB Financial
Corporation, dated August 29, 2007
|
|
99.1
|
Press
Release Dated August 30, 2007
|
|
99.2
|
Transaction
Overview Presentation dated August 30,
2007
|
|
99.3
|
Questions
and Answers Describing History of
SCBT
|
6