South Financial (TSFG) 425 Business combination disclosure

Filed by The South Financial Group, Inc.
Pursuant to Rule 425 under the Securities Act
      of 1933
And Deemed Filed Pursuant to Rule 14a-12
      under the Securities Exchange Act of
      1934
Subject Company:
Gulf West Banks, Inc.
Commission File No. 000-23713

The following is the text of an earnings release issued by The South Financial Group, Inc. on April 17, 2002.

102 South Main Street
Greenville, SC 29601
864.255.4919

NEWS RELEASE

Date:	April 17, 2002
Release Time:	Immediate

THE SOUTH FINANCIAL GROUP REPORTS RECORD EARNINGS;
1st QUARTER EARNINGS PER SHARE UP 70% FROM A YEAR AGO

     GREENVILLE, SC – The South Financial Group, Inc. (Nasdaq: TSFG) today reported record earnings per diluted share for the first quarter 2002 of $.34, a 70% increase from reported earnings of $.20 per diluted share in the first quarter 2001. First quarter 2002 net income totaled $14.1 million, up 64% compared with $8.6 million for the first quarter 2001. Excluding nonrecurring items for both periods, earnings per diluted share increased 89% to $.34 for the first quarter 2002, compared with $.18 for the first quarter 2001. Net income and earnings per diluted share increased each quarter in 2001 and in the first quarter of 2002.

     Mack I. Whittle, Jr., President and Chief Executive Officer of The South Financial Group, said, “Our first quarter earnings demonstrate the ongoing strength of executing our strategies. This is the fourth consecutive quarter of earnings growth. This quarter’s earnings of $.34 per share are 13% higher than last quarter and 70% higher than the first quarter of last year. We are pleased to report efficiency gains and a successful rollout of our Elevate sales process. We are on track to reach our goals of a 14.5% return on equity and a 1.25% return on assets by the end of 2003.”

     Net Interest Income Increases 24%

     For the first quarter of 2002, fully tax equivalent net interest income totaled $54.0 million, an increase of $10.5 million, or 24%, compared with the first quarter of 2001. The net interest margin was 3.90% for the first quarter 2002, consistent with 3.90% for the fourth quarter 2001 and up from 3.77% for the first quarter 2001. During 2001, with the significant decline in interest rates, The South Financial Group’s net interest margin improved, primarily from repricing of maturing certificates of deposits at significantly

lower rates. Net interest income also rose due to a 20% increase in average earning assets over the prior year’s first quarter.

     Efficiency Gains Continue

     The South Financial Group’s efficiency ratio for the first quarter of 2002 was 57.1%, an improvement from 69.2% for the first quarter 2001. The South Financial Group has consistently improved its efficiencies by increasing net interest income and managing noninterest expenses. Additions to noninterest expenses over the last few quarters have been in areas that are intended to increase noninterest income. The South Financial Group has controlled noninterest expenses by decreasing other overhead expenses. The South Financial Group expects to begin realizing the impact of these revenue contributions in the second half of 2002. Full-time equivalent employees declined to 1,332 at March 31, 2002 from 1,346 as of December 31, 2001 and 1,361 as of March 31, 2001.

     Noninterest income, excluding gains on asset sales, was $11.7 million for the first quarter 2002, down $233,000 from $11.9 million in the first quarter 2001. Increases in service charges on deposit accounts and fees for investment services of 12% and 15%, respectively, partially offset the decline in mortgage banking income. Mortgage banking income declined $1.2 million, as net gains of $1.3 million related to the securitization of mortgage loans and sale of mortgage servicing rights were realized during the first quarter 2001.

     The South Financial Group reduced noninterest expenses in the first quarter 2002. Noninterest expenses of $37.5 million for the first quarter 2002 were down $832,000, compared with $38.4 million (excluding nonrecurring items) in the first quarter 2001. The South Financial Group achieved these decreases by effectively managing overhead expenses and ceasing goodwill amortization. During the first quarter 2002, under a new accounting rule, amortization of other intangible assets was reduced $1.0 million (pre-tax), or $0.02 per diluted share, due to ceasing goodwill amortization.

Manageable Credit Quality

     Net loan charge-offs in the first quarter 2002 were $5.6 million or 0.60% of average loans, consistent with 0.60% for the fourth quarter 2001. Nonperforming assets totaled $50.6 million or 1.34% of loans and other real estate owned at March 31, 2002, compared with $43.9 million or 1.17%, respectively, at December 31, 2001. The allowance for loan losses was 1.20% of loans held for investment, unchanged from December 31, 2001.

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     Michael W. Sperry, Executive Vice President and Chief Credit Officer, said, “Despite this quarter’s increase in nonperforming assets, our loss potential in these assets declined. The growth occurred in commercial nonaccruals, where our loss estimate declined from $5.4 million at December 31, 2001 to $4.4 million at March 31, 2002, and in other real estate owned. We record losses, if any, on other real estate owned before the properties are acquired. Until the economy improves, nonperforming asset levels may continue to fluctuate. The loss potential, not the level of nonperforming assets, is what really matters. We are confident that our reserves are adequate given known facts and circumstances.”

     Sales Process Focused on Customer Relationships

     In February 2002, The South Financial Group completed the rollout training for the Elevate sales process, a customer-centered sales process, using Cohen Brown materials and training. Cohen Brown Management Group, Inc. is an internationally recognized firm known for its ability to help financial institutions build a more effective sales culture and increase revenue. With the rollout of Elevate, The South Financial Group has experienced a significant increase in referrals from branch employees to other lines of business, such as mortgage and brokerage. In addition, daily products sold per sales associate nearly doubled during the first quarter 2002.

     Whittle commented, “Elevate is off to a promising start. It is building upon our tradition of exceptional customer service. We are developing a consultative sales process that enables our employees to help our customers identify products and services that meet their individual needs. The process also benefits The South Financial Group by giving us a significant opportunity to increase fee income, core deposits, and loan balances.”

     Third Quarter Gulf West Merger Enhances Plan to Meet Profitability Goals

     On March 21, 2002, The South Financial Group announced plans to acquire Gulf West Banks, Inc. Gulf West has approximately $525 million in assets at March 31, 2002 and 15 branches in the greater Tampa Bay area. On April 16th, Gulf West released record first quarter 2002 earnings of $1.6 million, or $.20 per diluted share. The merger, which is planned for completion in the third quarter, will add the high growth markets of Tampa and St. Petersburg to The South Financial Group’s Florida franchise. Following completion of the merger, The South Financial Group’s Florida banking subsidiary will have approximately $1.3 billion in assets and 31 branches, principally in Jacksonville, Orlando, and the greater Tampa Bay area. The South Financial Group expects the merger to be immediately accretive to earnings and to enhance its existing plan to improve overall profitability.

3

     Stock Repurchase Activity

     During the quarter, The South Financial Group repurchased approximately 1.1 million shares in connection with its ongoing stock repurchase program. Average common shares outstanding on a diluted basis were 42.1 million in the first quarter 2002, down 2.5% from 43.1 million for the prior year period.

     The South Financial Group, headquartered in Greenville, South Carolina, is a financial services company with $6.1 billion in total assets and 90 branch offices in South Carolina, Florida, and North Carolina. It operates two subsidiary banks: Carolina First Bank and Citrus Bank. Carolina First Bank, the largest South Carolina-based commercial bank, operates in South Carolina, North Carolina, and on the Internet under the brand name, Bank CaroLine. Citrus Bank operates in Florida, principally in the Jacksonville and Orlando markets. The South Financial Group’s common stock trades on the Nasdaq National Market under the symbol TSFG. Press releases along with additional information may be found at The South Financial Group’s web site: www.thesouthgroup.com.

Conference Call/Webcast Information

     The South Financial Group will conduct a conference call today at 10:00 a.m. (ET) to discuss the earnings results, as well as update the outlook for 2002, and answer analyst questions. It will also provide a live webcast of the call, which may be accessed through The South Financial Group’s Internet site at www.thesouthgroup.com under the Investor Relations tab. To participate in the conference call, please call 1-888-405-5393 or 1-630-395-0041 using the access code “The South.” A 7-day rebroadcast of the call will be available via 1-800-342-8820 or 1-402-220-9673.

     Certain matters set forth in this news release may contain forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. These statements, as well as other statements that may be made by management in the conference call, include, but are not limited to, projected earnings, expected financial results for the Gulf West merger, estimates of merger synergies and merger-related charges, and credit quality assessment. However, such performance involves risks and uncertainties, such as market deterioration, that may cause actual results to differ materially from those in such statements. For a discussion of certain factors that may cause such forward-looking statements to differ materially from The South Financial Group’s actual results, see The South Financial Group’s Annual Report on Form 10-K for the year ended December 31, 2001. The South Financial Group undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release.

CONTACTS:

     William S. Hummers III, Executive Vice President, (864) 255-7913

     Mary M. Gentry, Treasurer, (864) 255-4919

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The South Financial Group and Subsidiaries
Financial Highlights
($ in thousands, except share data) (Unaudited)

				For the Three Months Ended
				March 31,						%
				2002			2001			Change
Income Statement
Interest income				$	88,007		$	100,521			(12.4	)%
Interest expense					34,601			57,575			(39.9	)
Net interest income					53,406			42,946			24.4
Net interest income (fully tax equivalent)					53,994			43,490			24.2
Provision for loan losses					6,238			4,508			38.4
Noninterest income:
	Service charges on deposit accounts				4,907			4,368			12.3
	Mortgage banking income				1,190			2,419			(50.8	)
	Fees for investment services				1,427			1,243			14.8
	Gain on sale of securities				59			482			(87.8	)
	Loss on disposition of assets and liabilities				—			(262	)		(100.0	)
	Gain on equity investments				11			821			(98.7	)
	Other				4,166			3,844			8.4
		Total noninterest income			11,760			12,915			(8.9	)
Noninterest expenses:
	Personnel expense				20,602			18,694			10.2
	Occupancy				3,545			3,663			(3.2	)
	Furniture and equipment				3,596			3,398			5.8
	Amortization of other intangible assets				71			1,195			(94.1	)
	Amortization of core deposit intangibles				240			375			(36.0	)
	Restructuring and merger-related recoveries				—			(413	)		(100.0	)
	Impairment loss from write-down of assets				—			215			(100.0	)
	Other				9,470			11,031			(14.2	)
		Total noninterest expenses			37,524			38,158			(1.7	)
Income tax expense					6,850			4,750			44.2
Minority interest in consolidated subsidiary, net of tax					(428	)		(95	)		350.5
Cumulative effect of change in accounting principle, net of tax					—			282			(100.0	)
Net income				$	14,126		$	8,632			63.6	%
Net income per common share:
	Basic			$	0.34		$	0.20			70.0
	Diluted				0.34			0.20			70.0
Cash dividends declared per common share					0.12			0.11			9.1
Average common shares outstanding:
	Basic				41,180,460			42,424,190			(2.9	)
	Diluted				42,059,462			43,117,270			(2.5	)
Net Income Excluding Nonrecurring Items
Nonrecurring items, (income)/expense:
	Gain on sale of available for sale securities			$	(29	)	$	(403	)
	Loss on disposition of assets and liabilities				��			262
	Gain on equity investments				(11	)		(821	)
	Restructuring and merger-related recoveries				—			(413	)
	Impairment loss from write-down of assets				—			215
	Related income taxes				13			418
	Cumulative effect of change in accounting principle, net of tax				—			(282	)
			Nonrecurring items (after-tax)		(27	)		(1,024	)
Excluding nonrecurring items:
	Net income			$	14,099		$	7,608			85.3	%
	Net income per common share — diluted				0.34			0.18			88.9

The South Financial Group and Subsidiaries
Financial Highlights
($ in thousands, except share data)(Unaudited)

		For the Three Months Ended
		March 31,						%
		2002			2001			Change
Performance Ratios (Annualized)
Calculated using net income:
	Return on average assets		0.92	%		0.66	%		39.4	%
	Return on average equity		12.14			7.17			69.3
Calculated using net income excluding nonrecurring items:
	Return on average assets		0.92	%		0.58	%		58.6	%
	Return on average equity		12.12			6.32			91.8
	Efficiency ratio (fully tax equivalent) (A)		57.10			69.18			(17.5	)
Net interest margin (fully tax equivalent)			3.90			3.77			3.4
Cash Basis Performance (B)
Excluding nonrecurring items:
	Net income	$	14,310		$	9,011			58.8	%
	Net income per common share — diluted		0.34			0.21			61.9
	Return on average tangible assets		0.95	%		0.71	%		33.8
	Return on average tangible equity		15.54			9.61			61.7
	Efficiency ratio (fully tax equivalent) (A)		56.63			66.35			(14.6	)
Selected Average Balances
Total assets		$	6,134,240		$	5,217,482			17.6	%
Loans-net of unearned income			3,774,882			3,749,320			0.7
Securities			1,735,452			893,525			94.2
Total earning assets			5,621,076			4,682,596			20.0
Interest-bearing liabilities			5,070,077			4,222,974			20.1
Total deposits			3,615,594			3,802,461			(4.9	)
Shareholders’ equity			465,268			481,327			(3.3	)

(A)	Calculated as noninterest expenses, excluding nonrecurring items, divided by the sum of net interest income (fully tax equivalent) and noninterest income, excluding nonrecurring items.
(B)	Excludes the amortization of intangibles from earnings and goodwill and acquisition intangibles from assets and equity.

THE SOUTH FINANCIAL GROUP AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS

($ in thousands, except share data) (Unaudited)

											%Change
		March 31,			December 31,			March 31,			1st Quarter
		2002			2001			2001			2002/2001
Balance Sheet (Period End)
Total assets		$	6,057,998		$	6,029,442		$	5,277,752			14.8	%
Loans held for sale			29,900			6,513			17,974			66.4
Loans held for investment — net of unearned income			3,779,923			3,730,250			3,716,450			1.7
Allowance for loan losses			45,208			44,587			43,741			3.4
Securities			1,655,186			1,643,395			964,538			71.6
Total earning assets			5,554,860			5,479,252			4,710,399			17.9
Goodwill and acquisition intangibles			96,835			97,145			105,501			(8.2	)
Total deposits			3,641,504			3,605,255			3,816,380			(4.6	)
Shareholders’ equity			435,004			458,174			477,992			(9.0	)
Tier 1 capital to total assets (leverage ratio)			6.56			7.17	%		6.96	%
Risk-based capital ratios:
	Tier 1 capital		8.87			9.36			8.58
	Total capital		10.90			11.43			10.61
Book value per common share		$	10.80		$	11.11		$	11.24			(3.9	)%
Shares outstanding at quarter end			40,261,842		��	41,228,976			42,526,005			(5.3	)
Credit Quality
Nonaccrual loans — commercial		$	40,521		$	35,245		$	18,453			119.6	%
Nonaccrual loans — consumer			2,965			3,643			1,703			74.1
Restructured loans			—			—			—			—
	Nonperforming loans		43,486			38,888			20,156			115.7
Other real estate owned			7,143			4,969			4,421			61.6
	Nonperforming assets		50,629			43,857			24,577			106.0
Nonperforming loans as a % of loans held for investment			1.15	%		1.04	%		0.54	%
Nonperforming assets as a % of loans and other real estate owned			1.34			1.17			0.66
Allowance for loan losses as a % loans held for investment			1.20			1.20			1.18
Allowance for loan losses as a % nonperforming loans			104			115			217
Specific allowance for impaired loans		$	4,409		$	5,397		$	5,111			(13.7	)
Loans past due 90 days still accruing interest			12,496			14,125			11,780			6.1
Net loan charge-offs:
	QTR ended	$	5,617		$	5,751		$	3,690			52.2
Net loan charge-offs as a % of avg. loans (annualized):
	QTR ended		0.60	%		0.60	%		0.39	%
Operations Data
Branch offices			90			90			94			(4.3	)%
ATMs			79			77			78			1.3
Employees (full-time equivalent)			1,332			1,346			1,361			(2.1	)
Internet banking customers			29,533			24,965			20,153			46.5
Bank CaroLine (Internet Bank) only:
	Number of accounts		1,928			2,563			7,598			(74.6	)
	Total deposits	$	45,640		$	55,348		$	191,779			(76.2	)
Stock Performance (At Quarter End)
Market price per share of common stock		$	20.35		$	17.75		$	14.25			42.8	%
Indicated annual dividend			0.48			0.48			0.44			9.1
Dividend yield			2.36	%		2.70	%		3.09	%
Price/book ratio			1.88	x		1.60	x		1.27	x
Market capitalization		$	819,328		$	731,814		$	605,996			35.2

The South Financial Group and Subsidiaries
Financial Highlights
($ in thousands, except share data) (Unaudited)

		Quarter Ended				1st Qtr 2002
		March 31,		December 31,		vs.
		2002		2001		4th Qtr 2001
Earnings and Dividends
Net interest income		$	53,406	$	51,457		3.8	%
Provision for loan losses			6,238		6,461		(3.5	)
Noninterest income			11,720		11,658		0.5
Gains on asset sales			40		3,465		(98.8	)
Noninterest expenses			37,453		37,630		(0.5	)
Amortization of goodwill			71		1,099		(93.5	)
Net income			14,126		12,616		12.0
Net income, excluding nonrecurring items (C)			14,099		11,954		17.9
Net income, cash basis (C)			14,310		13,186		8.5
Per share — basic:
	Net income	$	0.34	$	0.31		9.7
	Net income, excluding nonrecurring items (C)		0.34		0.29		17.2
	Net income, cash basis (C)		0.35		0.32		9.4
Per share — diluted:
	Net income	$	0.34	$	0.30		13.3
	Net income, excluding nonrecurring items (C)		0.34		0.29		17.2
	Net income, cash basis (C)		0.34		0.31		9.7
Cash dividends declared per share			0.12		0.12		—
Return on average assets (C)			0.92		0.82		12.2
Return on average equity (C)			12.12		9.98		21.4
Net interest margin (fully tax equivalent)			3.90		3.90		—
Balance Sheet (Period End)
Total assets		$	6,057,998	$	6,029,442		0.5	%
Loans held for investment, net of unearned income			3,779,923		3,730,250		1.3
Securities			1,655,186		1,643,395		0.7
Goodwill and acquisition intangibles			96,835		97,145		(0.3	)
Total deposits			3,641,504		3,605,255		1.0
Shareholders’ equity			435,004		458,174		(5.1	)
Total market capitalization			819,328		731,814		12.0
Book value per common share			10.80		11.11		(2.8	)
Market price per share of common stock			20.35		17.75		14.6
Asset Quality Summary
Nonperforming assets		$	50,629	$	43,857		15.4	%
Allowance for loan losses			45,208		44,587		1.4
Nonperforming assets as a % of loans and other real estate owned			1.34		1.17
Net charge-offs as a % of average loans (annualized)			0.60		0.60
Allowance for loan losses as a % of loans held for investment			1.20		1.20
Operations Data
Branch offices			90		90		—	%
ATMs			79		77		2.6
Employees (full-time equivalent)			1,332		1,346		(1.0	)

(C) Calculated using net income excluding gains on asset sales, restructuring and merger-related costs, and other nonrecurring items. For details, see The South Financial Group’s earnings news release for the quarter indicated.

The South Financial Group and Subsidiaries
Financial Highlights
($ in thousands, except share data)(Unaudited)

				Quarter Ended
		September 30,		June 30,			March 31,
		2001		2001			2001
Earnings and Dividends
Net interest income		$	46,860	$	43,961		$	42,946
Provision for loan losses			5,476		5,600			4,508
Noninterest income			11,532		13,914			11,953
Gains (losses) on asset sales			1,132		(789	)		962
Noninterest expenses			34,227		35,199			36,963
Amortization of goodwill			1,097		1,094			1,195
Net income			11,000		9,644			8,632
Net income, excluding nonrecurring items (C)			11,005		10,161			7,608
Net income, cash basis (C)			12,283		11,445			9,011
Per share — basic:
	Net income	$	0.26	$	0.23		$	0.20
	Net income, excluding nonrecurring items (C)		0.26		0.24			0.18
	Net income, cash basis (C)		0.29		0.27			0.21
Per share — diluted:
	Net income	$	0.26	$	0.22		$	0.20
	Net income, excluding nonrecurring items (C)		0.26		0.24			0.18
	Net income, cash basis (C)		0.29		0.27			0.21
Cash dividends declared per share			0.11		0.11			0.11
Return on average assets (C)			0.81		0.76			0.58
Return on average equity (C)			8.96		8.42			6.32
Net interest margin (fully tax equivalent)			3.83		3.69			3.77
Balance Sheet (Period End)
Total assets		$	5,492,879	$	5,493,567		$	5,277,752
Loans held for investment, net of unearned income			3,739,620		3,717,029			3,716,450
Securities			1,170,995		1,118,993			964,538
Goodwill and acquisition intangibles			98,485		104,455			105,501
Total deposits			3,634,657		3,656,416			3,816,380
Shareholders’ equity			476,064		485,788			477,992
Total market capitalization			654,196		804,268			605,996
Book value per common share			11.53		11.40			11.24
Market price per share of common stock			15.84		18.88			14.25
Asset Quality Summary
Nonperforming assets		$	40,068	$	40,116		$	24,611
Allowance for loan losses			43,944		43,765			43,741
Nonperforming assets as a % of loans and other real estate owned			1.07		1.08			0.66
Net charge-offs as a % of average loans (annualized)			0.56		0.59			0.39
Allowance for loan losses as a % of loans held for investment			1.18		1.18			1.18
Operations Data
Branch offices			89		94			94
ATMs			72		78			78
Employees (full-time equivalent)			1,357		1,381			1,361

(C) Calculated using net income excluding gains (losses) on asset sales, restructuring and merger-related costs, and other nonrecurring items. For details, see The South Financial Group’s earnings news release for the quarter indicated.

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This filing relates to a planned merger between Gulf West Banks, Inc. (“Gulf West”) and The South Financial Group, Inc. (“TSFG”) pursuant to the terms of an Agreement and Plan of Merger, dated as of March 21, 2002, by and between Gulf West and TSFG.

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     FORWARD-LOOKING STATEMENTS. This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, (i) statements about the benefits of a merger between Gulf West and TSFG, including future financial and operating results, cost savings and accretion to reported and cash earnings that may be realized from such merger; (ii) statements with respect to Gulf West’s and TSFG’s plans, objectives, expectations and intentions and other statements that are not historical facts; and (iii) other statements identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” and “projects,” as well as similar expressions. These statements are based upon the current beliefs and expectations of Gulf West’s and TSFG’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

     The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Gulf West and TSFG may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the merger; (5) the regulatory approvals required for the merger may not be obtained on the proposed terms or on the anticipated schedule; (6) the failure of Gulf West’s stockholders to approve the merger; (7) competitive pressures among depository and other financial institutions may increase significantly and may have an effect on pricing, spending, third-party relationships and revenues; (8) the strength of the United States economy in general and the strength of the local economies in which the combined company will conduct operations may be different than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on the combined company’s loan portfolio and allowance for loan losses; (9) changes in the U.S. and foreign legal and regulatory framework; and (10) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) and the impact of such conditions on the combined company’s capital markets and asset management activities. Additional factors that could cause Gulf West’s results to differ materially from those described in the forward-looking statements can be found in Gulf West’s and TSFG’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available at the SEC’s Internet site (http://www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Gulf West or TSFG or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Gulf West and TSFG do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT. Gulf West and TSFG intend to file with the SEC a proxy statement/prospectus and other relevant materials in connection with the merger. The proxy statement/prospectus will be mailed to the stockholders of Gulf West. Investors and security holders of Gulf West and TSFG are urged to read the proxy statement/prospectus and the other relevant materials when they become available because they will contain important information about Gulf West, TSFG, and the merger. The proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by Gulf West or TSFG with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Gulf West by contacting Barry K. Miller, Secretary, Gulf West Banks, Inc., 425 22nd Avenue North, St. Petersburg, Florida 33704, telephone: 727-894-5696. Investors and security holders may obtain free copies of the documents filed with the SEC by TSFG by directing a request by mail to Mary M. Gentry, Treasurer, The South Financial Group, P.O. Box 1029, Greenville, South Carolina, 29602, telephone: 1-800-951-2699 ext. 54919, through the Investor Relations portion of TSFG’s web site at http://www.thesouthgroup.com, or by e-mail to Mary M. Gentry at mary.gentry@thesouthgroup.com. Investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the merger.