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. 1)
Darlington County Bancshares, Inc.
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(Name of Issuer)
Darlington County Bancshares, Inc.
Darlington Interim Corporation
Henry M. Funderburk, III
G. Clyde Scott
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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 and was paid with the
initial filing of this Schedule 13E-3.
[_] 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 registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $ Filing Party:
Form or Registration No.: Date Filed:
AMENDMENT NO. 1 TO TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
This Amendment No. 1 to 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."
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."
Other than the Reorganization described in response to Item 4, there
are no plans, proposals or negotiations relating to or that would
result in:
(1) Any extraordinary transaction, such as a merger, reorganization
or liquidation, involving Darlington or any subsidiary;
(2) Any purchase, sale or transfer of a material amount of assets of
Darlington or any subsidiary;
(3) Any material change in Darlington's present dividend rate or
policy or in its indebtedness or capitalization;
(4) Any change in Darlington's present board of directors or
management, including but not limited to plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board or to change any material term of any
executive officer's employment contract;
(5) Any other material change in Darlington's corporate structure or
business;
(6) Any class of Darlington's equity securities to be delisted from a
national securities exchange or cease to be authorized to be
quoted in an automated quotation system operated by a national
securities association;
(7) Except as disclosed in response to Item 7 relating to the
prospective termination of registration of the Darlington common
stock under the Exchange Act, any class of Darlington's equity
securities becoming eligible for termination of registration
under Section 12(g)(4) of the Exchange Act; or
(8) Except as described in response to Item 7, the suspension of
Darlington's obligation to file reports under Section 15(d) of
the Exchange Act.
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, "Federal
Income Tax Consequences of the Reorganization," "-Determinations by
Interim and Other Filing Persons" 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," "-Affiliates'
Determination of Fairness of the Reorganization," "-Determinations by
Interim and Other Filing Persons".
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."
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" and to
Appendices D and E thereto.
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); Appendix C-Opinion of Independent Financial
Advisor; Appendix D-Financial Statements and Management's
Discussion and Analysis for the Six Months Ended June 30, 2004;
and Appendix E-Financial Statements and Management's Discussion
and Analysis for the Year ended December 31, 2003.
2. Presentation dated May 10, 2004 by Triangle Capital Partners.
3. Presentation dated July 12, 2004 by Triangle Capital Partners.
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: October 22, 2004
DARLINGTON COUNTY BANCSHARES, INC.
By: /s/ Henry M. Funderburk, III
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Henry M. Funderburk, III
President and Chief Executive Officer
DARLINGTON INTERIM CORPORATION
By: /s/ Henry M. Funderburk, III
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Henry M. Funderburk, III
President
HENRY M. FUNDERBURK, III:
/s/ Henry M. Funderburk, III
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Henry M. Funderburk, III
G. CLYDE SCOTT:
/s/ G. Clyde Scott
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G. Clyde Scott
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); Appendix C-Opinion of
Independent Financial Advisor; Appendix D-Financial Statements and
Management's Discussion and Analysis for the Six Months Ended June 30,
2004; and Appendix E-Financial Statements and Management's Discussion and
Analysis for the Year ended December 31, 2003.
2. Presentation dated May 10, 2004 by Triangle Capital Partners.
3. Presentation dated July 12, 2004 by Triangle Capital Partners.