1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|_| Definitive proxy statement
|X| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SouthBanc Shares, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
SouthBanc Shares, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
N/A
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
N/A
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
N/A
- --------------------------------------------------------------------------------
(3) Filing party:
N/A
- --------------------------------------------------------------------------------
(4) Date filed:
N/A
- --------------------------------------------------------------------------------
2
[SOUTHBANC SHARES, INC. LETTERHEAD]
Dear Perpetual Bank ESOP Participant:
In connection with the Annual Meeting of Stockholders of SouthBanc Shares,
Inc. (the "Company"), the holding company for Perpetual Bank, A Federal Savings
Bank and Heritage Federal Bank, you may direct the voting of the shares of
SouthBanc Shares, Inc. common stock ("Common Stock") held by the Perpetual Bank,
A Federal Savings Bank Employee Stock Ownership Plan ("ESOP") Trust allocated to
your account in the ESOP.
On behalf of the Board of Directors, I am forwarding to you a green voting
instruction form provided for the purpose of conveying your voting instructions
to the trustees of the ESOP. Also enclosed is an Annual Report to Stockholders
and a Notice and Proxy Statement for the Company's Annual Meeting of
Stockholders on January 17, 2001.
As of December 14, 2000, the record date for the Annual Meeting of
Stockholders, the ESOP Trust held 184,148 shares of Common Stock, 38,967 shares
of which have been allocated to participants' accounts in the ESOP. These shares
of Common Stock will be voted as directed by the participants; provided timely
instructions from the participants are received by the ESOP trustees. The
unallocated shares in the ESOP Trust and the allocated shares for which no
instructions are provided, or for which no timely instructions are received by
the ESOP trustees, will be voted by the committee administering the ESOP, so
long as such vote is in accordance with the Employee Retirement Income Security
Act of 1974, as amended.
At this time, in order to direct the voting of the shares allocated to
your account under the ESOP, please complete and sign the enclosed green voting
instruction form and return it in the enclosed postage-paid envelope no later
than January 10, 2001. Your vote will not be revealed, directly or indirectly,
to any other officer or employee or director of the Company, Perpetual Bank or
Heritage Federal Bank. The votes will be tallied and the ESOP trustees will use
the voting instructions received to vote the number of shares in the ESOP Trust.
Sincerely,
3
Name:
Shares:
VOTE AUTHORIZATION FORM
-----------------------
I, the undersigned, understand that the ESOP trustees are the holders of
record and custodian of all shares of SouthBanc Shares, Inc. (the "Company")
common stock attributable to me under the Perpetual Bank Employee Stock
Ownership Plan and Trust. Further, I understand that my voting instructions are
solicited on behalf of the Company's Board of Directors for the Annual Meeting
of Shareholders to be held on January 17, 2001.
Accordingly, you are to vote my shares as follows:
VOTE VOTE
FOR WITHHELD
--- --------
1. The election as director of the nominees |_| |_|
listed below (except as marked to the
contrary below).
F. Stevon Kay
Robert W. "Lujack" Orr
John C. Owings, II
INSTRUCTIONS: TO WITHHOLD YOUR VOTE
FOR ANY INDIVIDUAL NOMINEE, WRITE THE
NOMINEE'S NAME ON THE LINE BELOW.
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the SouthBanc Shares, Inc. |_| |_| |_|
2001 Stock Option Plan
FOR AGAINST ABSTAIN
--- ------- -------
3. The ratification of Elliot, Davis & Company |_| |_| |_|
LLP as independent auditors for the fiscal
year ending September 30, 2001.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.
The ESOP Trustees are hereby authorized to vote any shares attributable to
me as indicated above. I understand that if I sign this form without indicating
specific instructions, shares attributable to me will be voted FOR the listed
proposals presented and FOR other matters as recommended by the Board of
Directors.
- ---------------------------- -------------------------------
Date Signature
Please date, sign and return this form in the enclosed envelope no later than
January 10, 2001.
4
[SOUTHBANC SHARES, INC. LETTERHEAD]
Dear Heritage Federal Bank ESOP Participant:
In connection with the Annual Meeting of Stockholders of SouthBanc Shares,
Inc. (the "Company"), the holding company for Perpetual Bank, A Federal Savings
Bank and Heritage Federal Bank, you may direct the voting of the shares of
SouthBanc Shares, Inc. common stock ("Common Stock") held by the Heritage
Federal Bank Employee Stock Ownership Plan ("ESOP") Trust allocated to your
account in the ESOP.
On behalf of the Board of Directors, I am forwarding to you a yellow
voting instruction form provided for the purpose of conveying your voting
instructions to the trustees of the ESOP. Also enclosed is an Annual Report to
Stockholders and a Notice and Proxy Statement for the Company's Annual Meeting
of Stockholders on January 17, 2001.
As of December 14, 2000, the record date for the Annual Meeting of
Stockholders, the ESOP Trust held 31,667 shares of Common Stock, 31,667 shares
of which have been allocated to participants' accounts in the ESOP. These shares
will be voted as directed by the participants; provided timely instructions from
the participants are received by the ESOP trustees. The unallocated shares in
the ESOP Trust and the allocated shares for which no instructions are provided,
or for which no timely instructions are received by the ESOP Trustee, will be
voted by the committee administering the ESOP, so long as such vote is in
accordance with the Employee Retirement Income Security Act of 1974, as amended.
At this time, in order to direct the voting of the shares of Common Stock
allocated to your account under the ESOP, please complete and sign the enclosed
yellow voting instruction form and return it in the enclosed postage-paid
envelope no later than January 10, 2001. Your vote will not be revealed,
directly or indirectly, to any other officer or employee or director of the
Company, Perpetual Bank or Heritage Federal Bank. The votes will be tallied and
then the ESOP trustees will use the voting instructions received to vote the
number of shares in the ESOP Trust.
Sincerely,
5
Name:
Shares:
VOTE AUTHORIZATION FORM
-----------------------
I, the undersigned, understand that the ESOP trustees are the holders of
record and custodian of all shares of SouthBanc Shares, Inc. (the "Company")
common stock attributable to me under the Heritage Federal Bank Employee Stock
Ownership Plan and Trust. Further, I understand that my voting instructions are
solicited on behalf of the Company's Board of Directors for the Annual Meeting
of Shareholders to be held on January 17, 2001.
Accordingly, you are to vote my shares as follows:
VOTE VOTE
FOR WITHHELD
--- --------
1. The election as director of the nominees |_| |_|
listed below (except as marked to the
contrary below).
F. Stevon Kay
Robert W. "Lujack" Orr
John C. Owings, II
INSTRUCTIONS: TO WITHHOLD YOUR VOTE
FOR ANY INDIVIDUAL NOMINEE, WRITE THE
NOMINEE'S NAME ON THE LINE BELOW.
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the SouthBanc Shares, Inc. |_| |_| |_|
2001 Stock Option Plan
FOR AGAINST ABSTAIN
--- ------- -------
3. The ratification of Elliot, Davis & Company LLP |_| |_| |_|
as independent auditors for the fiscal
year ending September 30, 2001.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.
The ESOP Trustees are hereby authorized to vote any shares attributable to
me as indicated above. I understand that if I sign this form without indicating
specific instructions, shares attributable to me will be voted FOR the listed
proposals presented and FOR other matters as recommended by the Board of
Directors.
- ---------------------------- -------------------------------
Date Signature
Please date, sign and return this form in the enclosed envelope no later than
January 10, 2001.