1 As filed with the Securities and Exchange Commission on March 22, 2000 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): March 21, 2000 -------------- 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) 2 ITEM 5 OTHER EVENTS On March 21, 2000, First Charter Corporation ("FCC") and Carolina First BancShares, Inc. ("CFBI") jointly announced that the shareholders of each company have approved the merger transaction between the two companies, at separate meetings held March 21, 2000. The merger transaction, which has received applicable regulatory approval, is expected to close in April. Actual consummation of the transaction is subject to the expiration of all waiting periods imposed in connection with such regulatory approval and certain other standard conditions. CFBI shareholders will receive 2.267 shares of common stock of FCC for each share of CFBI common stock in connection with the merger. FCC also announced that it has rescinded its previously announced 1,000,000 share stock repurchase program having repurchased a total of 994,148 shares. A copy of the joint news release (the "News Release") relating to the merger approval is being filed as Exhibit 99.1 to this report and is incorporated herein by reference. ITEM 7 FINANCIAL STATEMENTS AND EXHIBIT (c) The following exhibit is filed herewith: Exhibit No. Description ----------- ----------- 99.1 News release disseminated on March 21, 2000 by First Charter Corporation. 3 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/ Lawrence M. Kimbrough ------------------------------------ Lawrence M. Kimbrough President and Chief Executive Officer Dated: March 22, 2000 4 EXHIBIT INDEX Exhibit No. Description Sequential Page - ----------- ----------- --------------- No. --- 99.1 News Release disseminated on March 21, 2000 by First Charter Corporation.