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): July 12, 2007
GREAT PEE DEE BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-23521 562050592
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
515 Market Street, Cheraw, South Carolina 29520
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (843) 537-7656
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Not Applicable
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(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):
[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements, including statements
about future operating results and other forward-looking information for First
Bancorp and Great Pee Dee Bancorp, Inc. These statements constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. As such, the statements 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)
failure to retain the customer bases of the two institutions following the
merger; (4) competitive pressures among financial institutions increasing
significantly; (5) costs or difficulties related to the integration of the
businesses of First Bancorp and Great Pee Dee Bancorp, Inc. being greater than
anticipated; (6) general economic conditions being less favorable than
anticipated; (7) legislation or regulatory changes adversely affecting the
business in which the combined company will be engaged; and (8) the timing of
the completion of the transactions.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 12, 2007, Great Pee Dee Bancorp, Inc. ("Great Pee Dee"), the
parent holding company for Sentry Bank & Trust, entered into a merger agreement
with First Bancorp, the parent holding company for First Bank. Pursuant to the
agreement, Great Pee Dee will be merged with and into First Bancorp. A copy of
this agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Capitalized terms not defined herein shall have the meaning set forth in the
merger agreement.
Under the terms of the merger agreement, each share of Great Pee Dee
common stock issued and outstanding at the Effective Time of the merger will be
converted into and exchanged for the right to receive 1.15 shares of First
Bancorp common stock; provided, if the Average Closing Price of First Bancorp
common stock as of the Measurement Date is less than $16.50 per share, Great Pee
Dee may elect to terminate the transaction by providing written notice within
five Business Days of the Measurement Date. In that event, First Bancorp may
agree to increase the Exchange Ratio and/or pay cash to the Great Pee Dee
shareholders, such that the sum of the increased Exchange Ratio multiplied by
the Average Closing Price of First Bancorp common stock, plus any cash paid per
share, is at least $18.975 ($16.50 X 1.15). If First Bancorp so provides timely
written notice that it agrees to increase the Merger Consideration as described
above, Great Pee Dee's notice of termination shall be void and of no further
force and effect. Cash will be paid in lieu of fractional shares.
Closing of the merger, which is expected to occur in the fourth
quarter of 2007 or first quarter of 2008, is subject to certain conditions. The
merger agreement and the transactions contemplated thereby are subject to the
approval of the shareholders of Great Pee Dee, regulatory approvals, and other
customary closing conditions.
The merger agreement contains customary representations, warranties and
covenants of First Bancorp and Great Pee Dee. Great Pee Dee has 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 the Merger fails to be consummated because of a breach of one
party's representations, warranties, or covenants, the other party is entitled
to recover all of its expenses. If Great Pee Dee terminates to accept a Superior
Proposal or receives an Acquisition Proposal and fails to recommend the Merger
to its shareholders, Great Pee Dee will owe First Bancorp a termination fee of
$1.2 million.
The foregoing description of the merger agreement does not purport to
be complete and is qualified in its entirety by reference to the complete text
of the merger agreement, which is filed Exhibit 10.1 hereto and is incorporated
herein by reference.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
First Bancorp 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").
Shareholders are urged to read the registration statement and the proxy
statement/prospectus when it becomes 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 joint proxy statement/prospectus, as well as other filings
containing information about First Bancorp and Great Pee Dee, at the SEC's
Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus to
be filed by First Bancorp also can be obtained, when available and without
charge, by directing a request to First Bancorp, Attention: Anna Hollers,
Investor Relations, P.O. Box 508, Troy, North Carolina, 27371, (910) 576-6171,
or to Great Pee Dee Bancorp, Inc., Attention: John Digby, Chief Financial
Officer, 901 Chesterfield Highway, Cheraw, South Carolina 29520, (843) 537-7656.
Great Pee Dee, First Bancorp and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Great Pee Dee in connection with the
acquisition. Information about the directors and executive officers of Great Pee
Dee and their ownership of Great Pee Dee common stock is set forth in Great Pee
Dee'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 Great Pee Dee's address in
the preceding paragraph. Information about the directors and executive officers
of First Bancorp is set forth in First Bancorp's most recent proxy statement
filed with the SEC and available at the SEC's Internet site and from First
Bancorp at the address set forth in the preceding paragraph. Additional
information regarding the interests of these participants may be obtained by
reading the joint proxy statement/prospectus regarding the proposed transaction
when it becomes available.
ITEM 8.01 OTHER EVENTS
On July 12, 2007, First Bancorp and Great Pee Dee issued a press
release announcing the execution of the merger agreement. The press release is
filed as Exhibit 99.1 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The following exhibits are filed as part of this report:
Exhibit
Number Description
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10.1 Merger Agreement between First Bancorp and Great Pee Dee Bancorp,
Inc., dated July 12, 2007 (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K of First Bancorp (Commission
File No. 0-15572), filed July 12, 2007).
99.1 Press Release dated July 12, 2007 (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K of First Bancorp
(Commission File No. 0-15572), filed July 12, 2007).
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.
GREAT PEE DEE BANCORP, INC.
DATE: July 17, 2007 By: /s/ John M. Digby
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John M. Digby
Chief Financial Officer
EXHIBIT INDEX
The following exhibits are filed as part of this report:
Exhibit
Number Description
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10.1 Merger Agreement between First Bancorp and Great Pee Dee Bancorp,
Inc., dated July 12, 2007 (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K of First Bancorp (Commission
File No. 0-15572), filed July 12, 2007).
99.1 Press Release dated July 12, 2007 (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K of First Bancorp
(Commission File No. 0-15572), filed July 12, 2007).