UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: June 6, 2000 THE SOUTH FINANCIAL GROUP, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) South Carolina 0-15083 57-0824914 - ------------------------ ----------- ------------------ (State of other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification Number) 102 South Main Street, Greenville, South Carolina 29601 (Address of principal executive office (Zip Code) Registrant's telephone number, including area code: (864) 255-7900 The Exhibit Index appears on page 4 hereof. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS ------------------------------------ On June 6, 2000, The South Financial Group's merger with Anchor Financial Corporation became effective, and The South Financial Group and Anchor Financial Corporation filed articles of merger with the South Carolina Secretary of State to that effect. The South Financial Group acquired all the outstanding common shares of Anchor Financial Corporation in exchange for approximately 17,655,000 shares of The South Financial Group common stock, valued at approximately $223 million. Each share of Anchor Financial stock was exchanged for 2.175 shares of The South Financial Group common stock. See attached Press Release. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (a) Financial Statements of the Businesses Acquired. Anchor Financial Corporation's audited financial statements are incorporated by reference to its Annual Report on Form 10-K for its fiscal year ended December 31, 1999. Anchor Financial Corporation's financial statements for the quarter ended March 31, 2000 are incorporated by reference to its Form 10-Q for that quarter. (b) Pro Forma Financial Information. The pro forma balance sheet at December 31, 1999 and the pro forma income statement for the three years ended December 31, 1999 are incorporated by reference to The South Financial Group's (under its former name, Carolina First Corporation) registration statement filed on March 16, 2000 on Form S-4, File No. 333-32590. The pro forma balance sheet at March 31, 2000 and the pro forma statement of income for the quarter ended March 31, 2000 follow. 2 PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The unaudited pro forma condensed consolidated balance sheet is based on combining the historical consolidated balance sheet for The South Financial Group at March 31, 2000 with the historical consolidated balance sheet of Anchor Financial Corporation at March 31, 2000, adjusting for the issuance of additional shares expected to be issued in the merger. The unaudited pro forma condensed consolidated statement of income are presented combining the historical consolidated statement of income of The South Financial Group for the three months ended March 31, 2000 with the historical consolidated statement of income of Anchor Financial Corporation for the three months ended March 31, 2000. The pro forma information has been presented using the pooling-of-interests method of accounting. This pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined. In addition, the pro forma information does not reflect any potential benefits from potential cost savings or synergies expected to be achieved following the merger, given the operational overlap between The South Financial Group and Anchor Financial Corporation. The information in the following tables should be read together with the historical financial information that we have presented in our prior filings with the SEC. 3 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET At March 31, 2000 (Dollars in thousands) The South Anchor Pro Financial Financial Forma Group Corporation Adjustments Combined ----- ----------- ----------- -------- ASSETS Cash and due from banks......................... $ 107,118 $ 45,555 $ - $ 152,673 Interest-bearing bank balances.................. 15,637 605 - 16,242 Fed funds sold and resale agreements............ 547 17,700 - 18,247 Investment securities........................... 673,495 258,116 - 931,611 Loans held for sale............................. 38,727 775 - 39,502 Loans held for investment....................... 2,500,748 871,912 - 3,372,660 Less unearned income........................ (4,230) (161) - (4,391) Less allowance for loan losses.............. (25,616) (10,246) - (35,862) --------- --------- ------- --------- Net loans................................. 2,470,902 861,505 - 3,332,407 Premises and equipment.......................... 67,773 26,990 - 94,763 Intangible assets............................... 111,869 468 - 112,337 Other assets.................................... 142,242 28,976 4,000 175,218 --------- --------- ------- --------- Total assets............................ $ 3,628,310 $ 1,240,690 $ 4,000 $ 4,873,000 ============= ============= ============ ============= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing......................... $ 340,894 $ 173,232 $ - $ 514,126 Interest-bearing............................ 2,266,724 826,903 - 3,093,627 --------- ------- ------ --------- Total deposits........................... 2,607,618 1,000,135 - 3,607,753 Borrowed funds.................................. 580,801 138,306 - 719,107 Other liabilities............................... 44,589 11,342 25,000 80,931 --------- --------- ------ --------- Total liabilities........................ 3,233,008 1,149,783 25,000 4,407,791 --------- --------- ------ --------- Total shareholders' equity...................... 395,302 90,907 (21,000) 465,209 --------- --------- ------- --------- Total liabilities and shareholders' equity...... $ 3,628,310 $ 1,240,690 $ 4,000 $ 4,873,000 ============= ============= ============ ============= See notes to the unaudited pro forma condensed consolidated financial information. 4 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME Three Months Ended March 31, 2000 (Dollars in thousands, except share data) The South Anchor Financial Financial Pro Forma Group Corporation Adjustments Combined ----- ----------- ----------- -------- Interest income.................................... $ 66,761 $ 23,949 $ - $ 90,710 Interest expense................................... 35,256 11,035 - 46,291 ------ ------ ------ ------ Net interest income............................. 31,505 12,914 - 44,419 Provision for loan losses.......................... 3,395 550 - 3,945 ------ ------ ------ ------ Net interest income after provision for loan losses................... 28,110 12,364 - 40,474 Noninterest income.............................. 9,743 3,001 - 12,744 Noninterest expenses............................ 28,194 9,505 - 37,699 ------ ------ ------ ------ Income before income taxes.................. 9,659 5,860 - 15,519 Income taxes.................................... 3,091 2,026 - 5,117 ------ ------ ------ ------ Net income.................................. $ 6,568 $ 3,834 $ - $ 10,402 ============= ============= ============ ============= Net income per common share: Basic....................................... $ 0.26 $ 0.48 $ - $ 0.24 Diluted..................................... 0.26 0.46 - 0.24 Average shares outstanding: Basic....................................... 25,412,082 8,061,040 - 42,944,844 Diluted..................................... 25,598,243 8,290,015 - 43,629,026 See notes to the unaudited pro forma condensed consolidated financial information. 5 NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The unaudited The South Financial Group and Anchor Financial Corporation pro forma condensed consolidated financial information is based upon the following adjustments, using the pooling of interests method of accounting. Actual amounts may differ from those reflected in the unaudited pro forma condensed consolidated financial information. NOTE 1 The South Financial Group exchanged 2.175 shares of The South Financial Group common stock for each share of Anchor Financial Corporation common stock outstanding immediately prior to the effective time of the merger. At March 31, shares expected to be issued in connection with the merger were as follows: Shares of Anchor Financial Corporation stock.................. 8,117,346 Exchange ratio................................................ 2.175 Shares of The South Financial Group common stock to be issued........................................................ 17,655,228 The following entry was made to the unaudited pro forma condensed consolidated balance sheet to reflect this transaction: Common stock - Anchor Financial Corporation.............. $ 54,315,000 Common stock - The South Financial Group........... 17,655,000 Additional paid in capital - The South Financial Group.............................................. 36,660,000 NOTE 2 The South Financial Group anticipates one time merger-related charges of approximately $25 million ($21 million, net of tax effects) in connection with the merger. Employee-related and professional fees associated with the transaction (including fixed financial advisory fees as well as attorneys' and accountants' fees) are expected to represent the largest portion of the expenses and charges. The impact of these adjustments, net of tax effects, has been reflected in the unaudited pro forma condensed consolidated balance sheet as of March 31, 2000, but has not been reflected in the unaudited pro forma condensed consolidated statements of income. The following adjusting entry was made to the unaudited pro forma condensed consolidated balance sheet to reflect this transaction. Retained earnings................................ $ 21,000,000 Other assets (deferred taxes).................... 4,000,000 Other liabilities........................... 25,000,000 (c) Exhibits. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of J.W. Hunt and Company, LLP 23.4 Consent of Tourville, Simpson & Henderson, L.L.P. 99.1 Press Release 6 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 hereunto duly authorized. CAROLINA FIRST CORPORATION June 20, 2000 By: /s/ William S. Hummers III ----------------------------------- William S. Hummers III Executive Vice President 7 EXHIBIT INDEX ------------- EXHIBIT 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of J.W. Hunt and Company, LLP 23.4 Consent of Tourville, Simpson & Henderson, L.L.P. 99.1 Press Release 8