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As filed with the Securities and Exchange Commission on April 10, 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):
April 4, 2000
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FIRST CHARTER CORPORATION
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(Exact name of registrant as specified in its charter)
North Carolina 0-15829 56-1355866
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
22 Union Street, North, Concord, North Carolina 28026-0228
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(Addresses, including zip codes, of principal executive offices)
(704) 786-3300
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(Registrant's telephone number, including area code)
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ITEM 2 ACQUISITION OF ASSETS
On April 4, 2000, First Charter Corporation ("FCC"), the holding
company for First Charter National Bank, announced that its acquisition of
Carolina First BancShares, Inc. ("CFBI"), the holding company for Lincoln Bank
of North Carolina, Cabarrus Bank of North Carolina and Community Bank and Trust
Co., became effective.
Pursuant to the terms of the definitive merger agreement which was
filed with the Commission on January 20, 2000 as an appendix to FCC's
Registration Statement No. 333-95003 on Form S-4 and is hereby incorporated by
reference, CFBI shareholders will receive 2.267 shares of common stock of FCC
for each share of CFBI common stock in connection with the merger.
A copy of the news release (the "News Release") relating to the
acquisition closure is being filed as Exhibit 99.1 to this report and is
incorporated herein by reference.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBIT
(a) Financial Statements of Business Acquired
1. The audited consolidated financial statements of CFBI
as of December 31, 1999 and 1998 and for each of the
years in the three-year period ended on December 31,
1999, and the independent auditors' report thereon
dated January 18, 2000, previously included in CFBI's
Annual Report on Form 10-K for the year ended
December 31, 1999, are hereby incorporated by
reference (Commission File No. 0-17939).
(b) Pro Forma Financial Information
1. The Unaudited Pro Forma Combined Financial
Information as of September 30, 1999 is hereby
incorporated by reference from FCC's Registration
Statement on Form S-4 (Registration Number 333-95003)
filed with the Commission on January 20, 2000.
2. The Unaudited Pro Forma Combined Financial
Information as of December 31, 1999 is not included
in this filing and will be filed by amendment to this
Form 8-K within 60 days of April 19, 2000.
(c) The following exhibits are filed herewith or incorporated by
reference as part of this report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger By and Between
Carolina First BancShares, Inc. and First
Charter Corporation, dated as of November 7,
1999 (incorporated by reference to the
Registrant's
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Registration No. 333-95003 on Form S-4 filed
with the Commission on January 20, 2000)
23.1 Consent of KPMG LLP
99.1 News release disseminated on April 4, 2000
by First Charter Corporation.
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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
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Robert O. Bratton
Chief Financial Officer
Dated: April 10, 2000
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EXHIBIT INDEX
Exhibit No. Description Sequential Page
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2.1 Agreement and Plan of Merger By and Between Carolina
First BancShares, Inc. and First Charter Corporation,
dated as of November 7, 1999 (incorporated by
reference to the Registrant's Registration No.
333-95003 on Form S-4 filed with the Commission on
January 20, 2000)
23.1 Consent of KPMG LLP
99.1 News release disseminated on April 4, 2000 by
First Charter Corporation.