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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
[ ] TRANSACTION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
____________ TO ____________
COMMISSION FILE NUMBER: 0-15083
THE SOUTH FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 57-0824914
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
102 SOUTH MAIN STREET, GREENVILLE, SOUTH CAROLINA 29601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (864)
255-7900
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE NONE
(Title of Class) (Name of each exchange on which
registered)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $1.00 PAR VALUE
COMMON STOCK PURCHASE RIGHTS
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates
(shareholders holding less than 5% of an outstanding class of stock, excluding
directors and executive officers), computed by reference to the closing price of
such stock, as of March 1, 2001 was $588,017,000.
The number of shares outstanding of the Registrant's common stock, $1.00
par value was 42,554,668 at March 1, 2001.
DOCUMENTS INCORPORATED BY REFERENCE
INCORPORATED DOCUMENT LOCATION IN FORM
Portions of Proxy Statement dated March 15, 2001 10-K
Part III
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements See Item 8 for reference.
(a)(2) Financial Statement Schedules
Financial statement schedules normally required on Form 10-K are omitted
since they are not applicable or because the required information is included in
the Consolidated Financial Statements or related Notes to Consolidated Financial
Statements.
(a)(3) Listing of Exhibits
2.1 -- Agreement and Plan of Reorganization entered into as of
January 10, 2000 by and among the Company, Carolina First
Bank, Anchor Financial Corporation, and The Anchor Bank:
Incorporated by reference to Exhibit 2.1 of the Company's
Registration Statement on Form S-4, Commission File No.
333-32590.
3.1 -- Articles of Incorporation: Incorporated by reference to
Exhibit 3.1 of the Company's Registration Statement on Form
S-4, Commission File No. 57389
3.1.1 -- Articles of Amendment dated June 1, 1997: Incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-4, Commission File No. 333-32459.
3.1.2 -- Amendment to the Company's Articles of Incorporation as
filed with the State of South Carolina Secretary of State:
Incorporated by reference to Exhibit 10.3 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 2000, Commission File No. 15083.
3.2 -- Amended and Restated Bylaws of the Company, as amended and
restated as of December 18, 1996: Incorporated by reference
to Exhibit 3.1 of the Company's Current Report on Form 8-K
dated December 18, 1996, Commission File No. 0-15083.
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4.1 -- Specimen TSFG Common Stock certificate: Incorporated by
reference to Exhibit 4.1 of the Company's Registration
Statement on Form S-1, Commission File No. 33-7470.
4.2 -- Articles of Incorporation: Included as Exhibit 3.1.
4.3 -- Bylaws: Included as Exhibit 3.2.
4.4 -- The South Financial Group Amended and Restated Common Stock
Dividend Reinvestment Plan: Incorporated by reference to the
Prospectus in the Company's Registration Statement on Form
S-3, Commission File No. 333-06975.
4.4.1 -- Amendment 1 to the The South Financial Group Amended and
Restated Common Stock Dividend Reinvestment Plan:
Incorporated by reference to Exhibit 4.4.1 of the Company's
Registration Statement on Form S-4, Commission File No.
333-32590.
4.5 -- Amended and Restated Shareholder Rights Agreement:
Incorporated by reference to Exhibit 4.1 of the Company's
Current Report on Form 8-K dated December 18, 1996,
Commission File No. 0-15083.
4.6 -- Form of Indenture between the Company and First American
Trust Company, N.A., as Trustee: Incorporated by reference
to Exhibit 4.11 of the Company's Registration Statement on
Form S-3, Commission File No. 22-58879.
10.1 -- The South Financial Group Amended and Restated Restricted
Stock Plan: Incorporated by reference to Exhibit 99.1 from
the Company's Registration Statement on Form S-8, Commission
File No. 33-82668/82670.
10.2 -- The South Financial Group Employee Stock Ownership Plan:
Incorporated by reference to Exhibit 10.2 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1991, Commission File No. 0-15083.
10.3 -- The South Financial Group Amended and Restated Stock Option
Plan: Incorporated by reference to Exhibit 99.1 from the
Company's Registration Statement on Form S-8, Commission
File No. 33-80822.
10.3.1 -- Amendment 1 to The South Financial Group Amended and
Restated Stock Option Plan: Incorporated by reference to
Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q
for the quarter ended March 30, 1998, Commission File No.
0-15083.
10.3.2 -- Amendment 2 to The South Financial Group Amended and
Restated Stock Option Plan: Incorporated by reference to
Exhibit 10.3.2 of the Company's Registration Statement on
Form S-4, Commission File No. 333-32590.
*10.3.3 -- Amendment 3 to The South Financial Group Amended and
Restated Stock Option Plan.
10.4 -- The South Financial Group Salary Reduction Plan:
Incorporated by reference to Exhibit 28.1 of the Company's
Registration Statement on Form S-8, Commission File No.
33-25424.
*10.5 -- Noncompetition, Severance and Employment Agreement dated
October 13, 2000, by and between the Company and Mack I.
Whittle, Jr.
*10.6 -- Noncompetition, Severance and Employment Agreement dated
October 13, 2000, by and between the Company and William S.
Hummers III.
10.7 -- Noncompetition and Severance Agreement dated February 21,
1996, between the Company and James W. Terry, Jr.:
Incorporated by reference to Exhibit 10.7 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1995, Commission File No. 0-15083.
10.8 -- Noncompetition, Severance and Employment Agreement dated as
of October 5, 1999, by and between the Company and John
DuBose: Incorporated by reference to Exhibit 10.3 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, Commission File No. 0-15053.
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10.9 -- Change in Control Agreement dated as of November 2, 1998, by
and between the Company and Michael W. Sperry: Incorporated
by reference to Exhibit 10.4 of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999, Commission File No. 0-15053.
10.10 -- Employment Agreement dated as of July 15, 2000, by and among
William J. Moore, Carolina First Bank and The South
Financial Group: Incorporated by reference to Exhibit 10.1
of The South Financial Group's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000.
10.11 -- Noncompetition, Severance and Employment Agreement dated
January 10, 2000, between Carolina First Bank, the Company
and Stephen L. Chryst: Incorporated by reference to Appendix
C of Exhibit 99.1 of the Company's Registration Statement on
Form 8-K, Commission File No. 0-15083.
10.12 -- Noncompetition, Severance and Employment Agreement dated
January 10, 2000, between Carolina First Bank, the Company
and Tommy E. Looper: Incorporated by reference to Appendix D
of Exhibit 99.1 of the Company's Registration Statement on
Form 8-K, Commission File No. 0-15083.
10.13 -- Short-Term Performance Plan: Incorporated by reference to
Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993, Commission File
No. 0-15083.
10.14 -- The South Financial Group Long-Term Management Performance
Plan: Incorporated by reference to Exhibit 10.11 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994, Commission File No. 0-15083.
10.15 -- Amended and Restated The South Financial Group Employee
Stock Purchase Plan. Incorporated by reference to Exhibit
10.1 of The South Financial Group's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000, Commission File
No. 15083.
10.16 -- The South Financial Group Directors Stock Option Plan:
Incorporated by reference to Exhibit 99.1 from the Company's
Registration Statement on Form S-8, Commission File No.
33-82668/82670.
10.17 -- Warrant to Purchase Common Stock of Affinity Financial
Group, Inc. and Amendment No. 1 with respect to Warrant to
Purchase Common Stock of Affinity Financial Group, Inc.:
Incorporated by reference to Exhibit 10.16 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1995, Commission File No. 0-15083.
10.18 -- Letter Agreement between the Company and the Board of
Governors of the Federal Reserve Board regarding warrant to
purchase shares of Affinity Technology Group, Inc. common
stock: Incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, Commission File No. 0-15083.
10.19 -- The South Financial Group Amended and Restated Fortune 50
Plan: Incorporated by reference to the Prospectus in the
Company's Registration Statement on Form S-8, Commission
File No. 333-31948.
*10.20 -- Carolina First Bank Supplemental Executive Retirement Plan.
10.21 -- Anchor Financial Corporation and The Anchor Bank
Non-Qualified Stock Option Plan of 1988: Incorporated by
reference to Exhibit 10.12 of Anchor Financial Corporation's
Registration Statement on Form S-4 filed on June 17, 1998,
Commission File No. 333-57053.
10.22 -- Anchor Financial Corporation, the Anchor Bank and The Anchor
Bank of North Carolina Incentive Stock Option Plan of 1994:
Incorporated by reference to Exhibit 10.11 of Anchor
Financial Corporation's Registration Statement on Form S-4
filed on June 17, 1998, Commission File No. 333-57053.
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10.23 -- Anchor Financial Corporation, The Anchor Bank, and The
Anchor Bank of North Carolina Incentive Stock Option Plan of
1996: Incorporated by reference to Exhibit 10.10 of Anchor
Financial Corporation's Registration Statement on Form S-4
filed on June 17, 1998, Commission File No. 333-57053.
*13.1 -- 2000 Annual Report to Shareholders.
*21.1 -- Subsidiaries of the Registrant.
**23.1 -- Consent of KPMG LLP.
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* Previously filed
** Filed herewith
COPIES OF EXHIBITS ARE AVAILABLE UPON WRITTEN REQUEST TO WILLIAM S.
HUMMERS III, EXECUTIVE VICE PRESIDENT OF THE SOUTH FINANCIAL GROUP
(b) Current Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) 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.
THE SOUTH FINANCIAL GROUP, INC.
SIGNATURE TITLE DATE
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/s/ MACK I. WHITTLE, JR. President, Chief Executive March 16, 2001
- ----------------------------------------------------- Officer and Director
Mack I. Whittle, Jr.
/s/ WILLIAM S. HUMMERS III Executive Vice President and March 16, 2001
- ----------------------------------------------------- Secretary
William S. Hummers III (Principal Accounting and
Principal Financial
Officer)
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons behalf of the registrant
and in the capacities on the date indicated:
SIGNATURE TITLE DATE
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/s/ WILLIAM R. TIMMONS, JR. Chairman of the Board March 16, 2001
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William R. Timmons, Jr.
/s/ MACK I. WHITTLE, JR. Director March 16, 2001
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Mack I. Whittle, Jr.
/s/ WILLIAM S. HUMMERS III Director March 16, 2001
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William S. Hummers III
/s/ MASON R. CHRISMAN Director March 16, 2001
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Mason R. Chrisman
/s/ STEPHEN L. CHRYST Director March 16, 2001
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Stephen L. Chryst
/s/ JUDD B. FARR Director March 16, 2001
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Judd B. Farr
/s/ C. CLAYMON GRIMES, JR. Director March 16, 2001
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C. Claymon Grimes, Jr.
/s/ M. DEXTER HAGY Director March 16, 2001
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M. Dexter Hagy
/s/ W. GAIRY NICHOLS III Director March 16, 2001
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W. Gairy Nichols III
/s/ THOMAS J. ROGERS Director March 16, 2001
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Thomas J. Rogers
/s/ H. EARLE RUSSELL, JR. Director March 16, 2001
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H. Earle Russell, Jr.
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SIGNATURE TITLE DATE
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/s/ CHARLES B. SCHOOLER Director March 16, 2001
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Charles B. Schooler
/s/ ALBERT A. SPRINGS III Director March 16, 2001
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Albert A. Springs III
/s/ EUGENE E. STONE IV Director March 16, 2001
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Eugene E. Stone IV
/s/ SAMUEL H. VICKERS Director March 16, 2001
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Samuel H. Vickers
/s/ DAVID C. WAKEFIELD III Director March 16, 2001
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David C. Wakefield III
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.3.3* -- Amendment 3 to The South Financial Group Amended and
Restated Stock Option Plan
10.5* -- Noncompetition, Severance and Employment Agreement dated
October 13, 2000, by and between the Company and Mack I.
Whittle, Jr.
10.6* -- Noncompetition, Severance and Employment Agreement dated
October 13, 2000, by and between the Company and William S.
Hummers III.
10.20* -- Carolina First Bank Supplemental Executive Retirement Plan
13.1* -- 2000 Annual Report to Shareholders
21.1* -- Subsidiaries of the Registrant
23.1** -- Consent of KPMG LLP
* Previously filed.
** Filed herewith.