SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
Darlington County Bancshares, Inc.
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(Name of Issuer)
Darlington County Bancshares, Inc.
Henry M. Funderburk, III
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(Names of Person(s) Filing Statement)
Common Stock
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(Title of Class of Securities)
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(CUSIP Number of Class of Securities)
Henry M. Funderburk, III
President and Chief Executive Officer
Darlington County Bancshares, Inc.
202 Cashua Street
Darlington, South Carolina 29532
(843) 395-1956
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Name, address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copy To:
Katherine M. Koops, Esq.
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act
of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [_]
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
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$ 161,355 $ 32.27
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* For purposes of calculating the fee only. This amount assumes the
acquisition of 5,205 shares of common stock of the subject company for
$15.00 per share in cash. The amount of the filing fee equals one-fiftieth
of one percent of the aggregate transaction value.
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registra-tion statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $ Filing Party:
Form or Registration No.: Date Filed:
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule") is
filed by the filing persons listed on the cover of this Schedule in connection
with an Agreement and Plan of Reorganization (the "Plan") that is designed to
take Darlington County Bancshares, Inc. ("Darlington" or the "Company") private
by reducing its number of shareholders of record below 300. A copy of the Plan
is attached as Appendix A to the Preliminary Proxy Statement filed by the
Company concurrently with this Schedule (the "Proxy Statement"). The Proxy
Statement is also being filed concurrently under cover of Schedule 14A pursuant
to Regulation 14A of the Securities Exchange Act of 1934, as amended. The Proxy
Statement relates to a special meeting of shareholders at which Darlington's
shareholders will consider and vote upon the Plan.
All information contained in this Schedule concerning the Company has been
supplied by the Company. The information contained in the Proxy Statement,
including all appendices, is hereby incorporated by reference. The Proxy
Statement is currently in preliminary form and is subject to further revision.
This Schedule will be amended to reflect such revisions. Capitalized terms but
not otherwise defined herein shall have the meaning given to them in the Proxy
Statement.
ITEM 1. Summary Term Sheet
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "SUMMARY TERM SHEET."
ITEM 2. Subject Company Information
The required information is incorporated herein by reference to the
caption to the Notice of Special Meeting of Shareholders contained in
Exhibit 1 and to the sections of Exhibit 1 entitled "INFORMATION ABOUT
DARLINGTON AND ITS AFFILIATES-Market for Common Stock and -Dividend
Policy" and "INFORMATION REGARDING THE SPECIAL MEETING OF
SHAREHOLDERS-Number of Shares Outstanding."
ITEM 3. Identity and Background of Filing Person
The business address and telephone number of each filing person listed
on the cover of this Schedule is 202 Cashua Street, Darlington, South
Carolina 29532, telephone (843) 395-1956. The other required
information regarding the filing persons and persons specified in
Instruction C to the Schedule is incorporated herein by reference to
the section of Exhibit 1 entitled "INFORMATION ABOUT DARLINGTON AND
ITS AFFILIATES-Directors and Executive Officers."
ITEM 4. Terms of the Transaction
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "INFORMATION REGARDING THE SPECIAL
MEETING OF SHAREHOLDERS-Requirements for Shareholder Approval,"
"SPECIAL FACTORS-Purpose of the Reorganization, -Reasons for the
Reorganization, -Recommendation of the Board of Directors; Fairness of
the Reorganization, -Effects of the Reorganization on Affiliates and
-Federal Income Tax Consequences of the Reorganization," and
"DESCRIPTION OF THE PLAN-The Reorganization and -Dissenters' Rights."
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ITEM 5. Past Contacts, Transactions, Negotiations and Agreements
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "INFORMATION ABOUT DARLINGTON AND ITS
AFFILIATES-Directors and Executive Officers and -Related Party
Transactions" and "SPECIAL FACTORS-Recommendation of the Board of
Directors; Fairness of the Reorganization."
ITEM 6. Purposes of the Transaction and Plans or Proposals
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "DESCRIPTION OF THE PLAN-The
Reorganization," "INFORMATION ABOUT DARLINGTON AND ITS
AFFILIATES-Market for Common Stock and -Dividend Policy," "SPECIAL
FACTORS-Purpose of the Reorganization, -Effects of the Reorganization
on Darlington and -Effects of the Reorganization on Affiliates," and
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION."
ITEM 7. Purposes, Alternatives, Reasons and Effects
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "SPECIAL FACTORS-Purpose of the
Reorganization, -Alternatives Considered, -Reasons for the
Reorganization, -Potential Disadvantages of the Reorganization, -Pro
Forma Effect of the Reorganization, -Effects of the Reorganization on
Darlington, -Effects of the Reorganization on Affiliates and -Federal
Income Tax Consequences of the Reorganization," and "PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION."
ITEM 8. Fairness of the Transaction
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "SPECIAL FACTORS-Recommendation of the
Board of Directors; Fairness of the Reorganization and -Affiliates'
Determination of Fairness of the Reorganization."
ITEM 9. Reports, Opinions, Appraisals and Negotiations
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "SPECIAL FACTORS-Opinion of Independent
Financial Advisor."
ITEM 10. Source and Amount of Funds or Other Consideration
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "DESCRIPTION OF THE PLAN-Source of Funds
and Expenses."
ITEM 11. Interest in Securities of the Subject Company
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "INFORMATION ABOUT DARLINGTON AND ITS
AFFILIATES-Stock Ownership by Affiliates and -Recent Affiliate
Transactions in Darlington Stock."
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ITEM 12. The Solicitation or Recommendation
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "SPECIAL FACTORS-Recommendation of the
Board of Directors; Fairness of the Reorganization."
ITEM 13. Financial Statements
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "SELECTED HISTORICAL CONSOLIDATED
FINANCIAL DATA" and "PRO FORMA CONSOLIDATED FINANCIAL DATA." The full
historical financial statements covering the information that is
presented in summary form are incorporated herein and in the Proxy
Statement by reference to Darlington's Annual Report on 10-KSB for the
year ended December 31, 2003 and its Quarterly Report on Form 10-QSB
for the quarter ended June 30, 2004.
ITEM 14. Persons/Assets Retained, Employed, Compensated or Used
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "INFORMATION REGARDING THE SPECIAL
MEETING OF SHAREHOLDERS-Solicitation of Proxies."
ITEM 15. Additional Information
Not applicable.
ITEM 16. Exhibits.
1. Preliminary Proxy Statement, Notice of Special Meeting of
Shareholders and related cover letter, dated ____________, 2004,
including Appendix A-Plan of Reorganization; Appendix B-Section
33-13 of the South Carolina Business Corporation Act (relating to
dissenters' rights); and Appendix C-Opinion of Independent
Financial Advisor.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: August 30, 2004
DARLINGTON COUNTY BANCSHARES, INC.
By:/s/ Henry M. Funderburk, III
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Henry M. Funderburk, III
President and Chief Executive Officer
HENRY M. FUNDERBURK, III:
/s/ Henry M. Funderburk, III
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Henry M. Funderburk, III
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EXHIBIT INDEX
1. Preliminary Proxy Statement, Notice of Special Meeting of Shareholders and
related cover letter, dated ____________, 2004, including Appendix A-Plan
of Reorganization; Appendix B-Section 33-13 of the South Carolina Business
Corporation Act (relating to dissenters' rights); and Appendix C-Opinion of
Independent Financial Advisor.
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