SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 15, 1997
FIRST CHARTER CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 0-15829 56-1355866
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
22 Union Street, North, Concord, North Carolina 28026-0228
(Addresses, including zip codes, of principal executive offices)
(704)786-3300
(Registrant's telephone number, including area code)
Item 5 Other Events.
On August 15, 1997, First Charter Corporation ("FCC") and
Carolina State Bank ("CSB") entered into an Agreement and Plan of
Merger (the "Merger Agreement") providing for the acquisition of
CSB by FCC through the merger of CSB with and into First Charter
National Bank, a wholly owned subsidiary of FCC (the "Merger").
Pursuant to the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each share of common stock, $4.50
par value per share, of CSB (the "CSB Common Stock"), other than
shares as to which dissenters' rights have been perfected and
shares owned by FCC directly or indirectly for its own account,
shall be converted into 1.023 shares of common stock, $5.00 par
value per share, of FCC (the "Exchange Ratio"), with cash
(without interest) to be paid in lieu of the issuance of
fractional shares of common stock of FCC. The transaction is
structured to qualify as a tax-free reorganization and is
anticipated to be accounted for as a pooling of interests.
Consummation of the Merger is subject to certain conditions,
including but not limited to (i) the approval of the shareholders
of FCC and CSB; (ii) the approvals of the Office of the
Comptroller of the Currency and any other applicable federal and
state regulatory authorities; (iii) the receipt of fairness
opinions and opinions of counsel and accountants; and (iv) the
continued effectiveness of a registration statement related to
the Common Stock of FCC to be issued in the Merger.
A copy of the joint news release issued by FCC and CSB on
August 15, 1997 with respect to the Merger Agreement is filed as
Exhibit 99.1 hereto and incorporated by reference herein. The
news release contained, among other things, information with
respect to merger and related costs anticipated to be incurred in
connection with the Merger.
As previously reported, in connection with the execution of
a letter of intent prior to negotiation of the Merger Agreement,
FCC and CSB entered into a Stock Option Agreement dated June 30,
1997 (the "Stock Option Agreement"), pursuant to which CSB
granted FCC an irrevocable option to purchase up to 330,776
shares of CSB Common Stock (19.9% of the CSB Common Stock
outstanding, before giving effect to the exercise of the option)
at a price of $13.25 per share, which option is exercisable only
upon the occurrence of certain events generally related to a
change in control of or a material business combination by CSB.
The descriptions of the Merger Agreement and the Stock
Option Agreement are qualified in their entirety to the copies of
such agreements filed as Exhibits 99.2 and 99.3 hereto,
respectively, and which are incorporated herein by reference.
This Current Report on Form 8-K, including the news release,
contains forward-looking statements regarding the merger-related
expenses that involve risk and uncertainty. FCC notes that a
variety of factors could cause the merger-related expenses to
differ materially from the anticipated costs, such as the
inability of FCC to consummate the Merger by the end of fiscal
year 1997 or the inability of FCC to consolidate the operations
of CSB with FCC or to achieve technological efficiencies as soon
as anticipated. Readers are cautioned not to place undue
reliance on this information, which reflects management's
judgment only as of the date thereof. FCC undertakes no
obligation to publicly revise this information to reflect events
and circumstances that arise after the date thereof.
Item 7 Financial Statements and Exhibits.
(c) The following exhibits are filed herewith:
Exhibit No. Description
99.1 Joint news release disseminated on August 15,
1997 by First Charter Corporation and Carolina
State Bank
99.2 Agreement and Plan of Merger between First
Charter Corporation and Carolina State Bank,
dated August 15, 1997
99.3 Stock Option Agreement between First Charter
Corporation, as grantee, and Carolina State Bank,
as issuer, dated June 30, 1997 (incorporated herein
by reference to Exhibit 99.2 of the Registrant's
Form 8-K, dated June 30, 1997)
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.
FIRST CHARTER CORPORATION
By: /s/ ROBERT O. BRATTON
Robert O. Bratton
Executive Vice President and
Chief Financial Officer
Dated: August 18, 1997