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: May 11, 2001
THE SOUTH FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
South Carolina 0-15083 57-0824914
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(State of other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number)
102 South Main Street, Greenville, South Carolina 29601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 255-7900
The Exhibit Index appears on page 2 hereof.
ITEM 5. OTHER EVENTS
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The Company has amended and restated its Common Stock Dividend
Reinvestment Plan in certain respects, principally to provide for open market
purchases, in addition to purchases from the Company out of its authorized but
unissued shares. A copy of the amended and restated plan is included as an
exhibit to this filing.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits
4.1 Amended and Restated Common Stock Dividend Reinvestment Plan for The South
Financial Group, Inc.
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.
THE SOUTH FINANCIAL GROUP, INC.
May 11, 2001 By: /s/ William S. Hummers III
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William S. Hummers III
Executive Vice President
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Exhibit Index
EXHIBIT
4.1 Amended and Restated Common Stock Dividend Reinvestment Plan
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THE SOUTH FINANCIAL GROUP, INC.
102 South Main Street
Greenville, South Carolina 29601
(864) 255-7913
AMENDED AND RESTATED COMMON STOCK DIVIDEND REINVESTMENT PLAN
PURPOSE
1. What is the purpose of the Plan?
The primary purpose of the Common Stock Dividend Reinvestment Plan (the
"Plan") is to provide holders of record of shares of the $1 par value Common
Stock ("Common Stock") of The South Financial Group, Inc. (the "Company") the
opportunity to invest cash dividends and optional cash payments in shares of
Common Stock. Shares purchased under the Plan will be either original issue
shares or shares purchased on the open market, and have the same rights with
respect to dividends and voting as all shares of Common Stock. (See Questions
10, 12 and 13.) The Company anticipates utilizing the reinvested dividends and
optional cash payments for its general corporate purpose, including investments
in the Company's subsidiaries.
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan ("Participants") may:
o Automatically reinvest all or a portion of their Common Stock cash
dividends, without payment of a service charge or brokerage commission, in
Common Stock at 95% of the fair market value of the Common Stock.
o Invest additional cash, up to $10,000 per month, without the payment of a
service charge or brokerage commission, in additional shares of Common
Stock. (See Questions 10, 12 and 13.)
o Invest the full amount of all dividends and optional cash payments, since
fractional share interests may be held under the Plan.
o Avoid safekeeping and recordkeeping requirements and costs through the free
custodial service and reporting provisions of the Plan.
ADMINISTRATION
3. Who administers the Plan for Participants?
Registrar and Transfer Company (the "Administrator") will administer the
Plan, purchase and hold shares of Common Stock acquired from the Company under
the Plan, keep records, send statements of account activity to Participants, and
perform other duties related to the Plan. Participants may contact the
Administrator by writing to:
The South Financial Group Dividend Reinvestment Plan
c/o Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016-3572
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Participants may also contact the Administrator by telephoning toll free at
1-800-368-5948 or by e-mailing to invrelations@rtco.com.
PARTICIPATION
4. Who is eligible to participate in the Plan?
All holders of record of shares of Common Stock are eligible to participate
in the Plan; provided, however, if any Participants have the same social
security or federal tax identification number, the maximum amount which all such
Participants may invest as optional cash payments each month is limited to the
maximum amount that one Participant may so voluntarily invest each month. (See
Question 13.) In order to be able to participate in the Plan in their own names,
beneficial owners of shares of Common Stock whose shares are registered in names
other than their own must become holders of record by having their shares
transferred into their own names. All nominees or brokers wishing to participate
in the Plan should contact the Administrator toll free at 1-800-368-5948.
5. How does an eligible shareholder become a Participant?
An eligible shareholder may join the Plan by signing an Authorization Card
and returning it to the Administrator. Authorization Cards may be obtained at
any time by written request to Registrar and Transfer Company, 10 Commerce
Drive, Cranford, New Jersey 07016-3572, by telephoning toll free at
1-800-368-5948 or by e-mailing to invrelations@rtco.com.
6. What are a shareholder's participation options?
Participants may elect full reinvestment or partial reinvestment of cash
dividends. If a shareholder chooses partial reinvestment, the shareholder must
designate on the Authorization Card the number of whole shares for which he
wishes to reinvest dividends. Dividends paid on all other shares registered in
the Participant's name will be paid in cash.
7. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If an Authorization
Card is received by the Administrator on or before the record date established
for payment of a particular dividend, reinvestment of dividends under the Plan
will commence with that dividend. If an Authorization Card is received after the
record date established for a particular dividend, the reinvestment of dividends
under the Plan will begin with the next succeeding dividend. The Company
anticipates that the quarterly dividend record and payment dates will ordinarily
occur on or about the following dates:
Record Date Payment Date
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January 15 February 1
April 15 May 1
July 15 August 1
October 15 November 1
If an Authorization Card accompanied by an optional cash payment is
received by the Administrator more than two business days prior to the next
purchase date, the optional cash payment will be used to purchase shares of
Common Stock on that purchase date. If an Authorization Card accompanied by an
optional cash payment is received by the Administrator less than two business
days prior to a purchase date, the optional cash payment will be used to
purchase shares of Common Stock on the next purchase date.
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COSTS
8. Are there any expenses to Participants in connection with purchases under
the Plan?
Participants will incur no brokerage commissions or service charges for
purchases made under the Plan.
PURCHASES
9. How many shares of Common Stock will be purchased for Participants?
The number of shares purchased under the Plan for each Participant will
depend on the amount of each Participant's dividends and optional cash payments,
and the market price of the Common Stock. Each Participant's account will be
credited with the number of shares, including fractions computed to four decimal
places, equal to the total amount invested under the Plan by the Participant,
divided by the applicable purchase price per share of the Common Stock.
10. When and at what price will shares of Common Stock be purchased under the
Plan?
Purchases of shares with reinvested dividends will be made as of each
dividend payment date. Purchases of shares made with optional cash payments will
be made on the first business day of every month. Optional cash payments must be
received at least two business days prior to a purchase date to be used to
purchase shares on that purchase date. Participants may obtain the return of any
optional cash payment at any time up to two business days before a purchase
date. No interest will be paid on any funds received under the Plan. The
Company's quarterly dividend payment dates will ordinarily occur on the first
day of February, May, August, and November.
The prices of Common Stock purchased under the Plan with reinvested
dividends will be 95% of the average of the high and low sale prices of the
Common Stock on The Nasdaq National Market on the five business days preceding
the dividend payment date, as reported in The Wall Street Journal, or other
authoritative source; provided, that no purchases shall be made in the event
that this price is less than the par value of the Common Stock (presently $1.00
per share); and provided, however, that the Company may alter the discount at
which shares may be purchased hereunder so as to range from 95% to 100% of the
average of the high and low sale prices of the Common Stock on The Nasdaq
National Market upon giving Participants not less than 30 days prior written
notice thereof.
The prices of Common Stock purchased under the Plan with optional cash
payments will be 100% of the average of the high and low sale prices of the
Common Stock on The Nasdaq National Market on the five business days preceding
the monthly purchase date, as reported in The Wall Street Journal, or other
authoritative source, provided that no purchases shall be made in the event that
this price is less than the par value of the Common Stock (presently $1.00 per
share); provided, however, that the Company may, upon 30 days prior written
notice to Participants, amend the Plan to permit a discount on shares purchased
with optional cash payments or to eliminate optional cash payments.
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11. Will certificates be issued for shares of Common Stock purchased under the
Plan?
Unless requested by a Participant, certificates for shares of Common Stock
purchased under the Plan on behalf of a Participant will not be issued in a
Participant's name. Certificates for any number of whole shares credited to a
Participant's account under the Plan will be issued in the Participant's name
without charge upon receipt by the Administrator of a written request therefor
from the Participant. Certificates representing fractional share interests will
not be issued under any circumstances. (See Question 17.)
OPTIONAL CASH PAYMENTS
12. How may optional cash payments be made?
Only Common Shareholders who are having dividends reinvested under the Plan
may make optional cash payments. An optional cash payment may be made by
enclosing a check or money order payable to "Registrar and Transfer Company,
Agent" together with an Authorization Card or with an Optional Cash Payment Form
provided at the bottom of a Plan account statement referred to in Question 14
below and mailing them to the Administrator. The deadline for receiving optional
cash payments to be invested is 5:00 p.m., Eastern Time, on the second business
day prior to each monthly purchase date.
13. What are the limitations on making optional cash payments?
The same amount of money does not need to be sent each month, and a
Participant is under no obligation to make an optional cash payment in any
month. Any optional cash payments, however, must not be less than $25.00 per
payment nor may such payments by any Participant aggregate more than $10,000.00
in any calendar month, subject to the right of the Company from time to time to
change such amounts or to eliminate optional cash payments upon giving
Participants in the Plan not less than 30 days prior written notice of the
effective date of such change; provided, however, any such change shall not
occur more often than once every three months.
REPORTS TO PARTICIPANTS
14. What reports will be sent to Participants?
As soon as practicable after each purchase made under the Plan on behalf of
a Participant, the Participant will receive a statement showing the amount
invested, the purchase price, the number of shares purchased, and other
information regarding the status of the Participant's account as of the date of
such statement. Each Participant is responsible for retaining these statements
in order to establish the cost basis of his shares purchased under the Plan for
tax purposes.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
15. How may a Participant withdraw shares purchased under the Plan?
A Participant may withdraw all or any portion of the whole shares of Common
Stock held in the Participant's account under the Plan by notifying the
Administrator in writing to that effect. The notice should be sent to Registrar
and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016-3572. A
certificate for the whole shares so withdrawn will be issued in the name of and
mailed to the Participant. In no case will certificates for fractional share
interests be issued. (See Question 17.)
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TERMINATION OF PARTICIPATION
16. How may a Participant's participation in the Plan be terminated?
A Participant may terminate participation in the Plan at any time by
notifying the Administrator in writing to that effect; however, any notice of
termination received by the Administrator between a dividend record date and
payment date will not be effective insofar as that dividend is concerned. Any
such termination notice should be sent to Registrar and Transfer Company, 10
Commerce Drive, Cranford, New Jersey 07016-3572. The Company may also terminate
a Participant's participation in the Plan by giving written notice to that
effect to a Participant at any time; however, if such notice is given between a
dividend record date and payment date, such termination shall not be effective
insofar as that dividend is concerned.
17. What happens to the whole shares and any fractional share interest in a
Participant's account when a Participant's participation in the Plan is
terminated?
Upon termination of a Participant's participation in the Plan, a
certificate for the number of whole shares in the Participant's account will be
issued in the name of and mailed to the Participant. In lieu of issuing a
certificate for any fractional share interest remaining in a terminated
Participant's account, the fractional share interest will be liquidated, and a
check for the net proceeds resulting from such liquidation will be mailed to the
Participant.
Upon termination of participation in the Plan, a Participant may send a
written request to the Administrator that the whole shares in a Participant's
account be sold. The Administrator will make such a sale for the Participant's
account as soon as possible after processing the request for termination. The
Participant will receive the proceeds, less any brokerage fees, from the sale of
the whole shares, as well as the cash value of any fractional shares.
OTHER INFORMATION
18. How does the Plan's share safekeeping feature work?
At the time of enrollment in the Plan, or at any later time, Participants
may use the Plan's share safekeeping service to deposit any Common Stock
certificates in their possession with the Administrator. Shares deposited will
be transferred into the name of the Administrator or its nominee and credited to
the Participant's account under the Plan. Thereafter, such shares will be
treated in the same manner as shares purchased through the Plan. By using the
Plan's share safekeeping service, Participants no longer bear the risk
associated with loss, theft or destruction of share certificates. Participants
who wish to deposit their Common Stock certificates with the Administrator must
mail their request and their certificates to the Administrator. The certificates
should not be endorsed. It is recommended that Participants use registered,
insured mail when mailing certificates to the Administrator.
19. What happens to a Participant's Plan account if all shares registered in
the Participant's name are transferred or sold?
If a Participant disposes of all shares of Common Stock registered in the
Participant's name on the shareholder records of the Company without terminating
participation in the Plan, the Administrator will continue to reinvest dividends
payable on the shares of Common Stock held in the Participant's Plan account
until such time as the Participant's participation in the Plan is terminated.
(See Question 16.)
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20. What happens if the Company has a Common Stock rights offering, stock
dividend or stock split?
If the Company effects a Common Stock dividend or stock split, it will
credit each Participant's account with additional shares based on the number of
shares that the Participant holds in the account on the record date for the
dividend or split. If the Company grants its shareholders rights or warrants to
purchase additional shares of Common Stock or other securities, then it will
grant these rights or warrants to Participants based on the number of shares
held in their accounts on the record date for the grant.
21. How will a Participant's Plan shares be voted at a meeting of shareholders?
If on the record date for a meeting of shareholders there are any whole
shares credited to a Participant's account under the Plan, such whole shares
will be added to the shares registered in the Participant's name on the
shareholder records of the Company. The Participant will receive one proxy
covering the total of such shares, which proxy will be voted as the Participant
directs; or, if a Participant so elects, the Participant may vote all of such
shares in person at the shareholders' meeting.
22. May a Participant transfer the ownership of the Shares in his Plan account?
If a Participant wishes to transfer the ownership of all or part of the
Participant's shares held under the Plan to another person, whether by gift,
private sale, or otherwise, the Participant may effect such transfer by mailing
an executed stock power to the Administrator. Transfers must be made in whole
share amounts. Requests for transfer are subject to the same requirements as for
transfer of Common Stock certificates generally, including the requirement of a
medallion stamp guarantee on the stock power. Stock Power Forms are available
from the Administrator.
Once shares in a Plan account are transferred, the transferee must obtain
an Authorization Card from the Administrator to enroll the shares in the Plan.
Transferred shares will not be automatically enrolled in the Plan. The
transferee may send the Authorization Card to the Administrator at the same time
as the transferor submits the Stock Power Form to effectuate the transfer.
23. What are the federal income tax consequences of participation in the Plan?
Under the current provisions of the Internal Revenue Code of 1986, as amended,
(the "Code") the purchase of shares of Common Stock under the Plan will
generally result in the following federal income tax consequences:
REINVESTED DIVIDENDS. In the case of reinvested dividends, because the
Administrator will acquire shares for a Participant's Plan account directly from
the Company, the Participant must include in gross income a dividend amount
equal to the number of shares purchased with the Participant's reinvested
dividends multiplied by the fair market value of the Common Stock on the
relevant dividend payment date. The Participant's basis in those shares will
also equal the fair market value of the shares on the relevant dividend payment
date.
OPTIONAL CASH PAYMENTS. The Participant's basis in shares acquired with
optional cash payments will be the price actually paid by the Participant for
such shares. If, however, the Company were to modify the Plan to permit a
discount on the purchase price of shares purchased with optional cash payments,
the amount of the discount, as determined by the difference between the fair
market value of the Common Stock received and the amount of cash paid for it,
will be treated as a dividend for tax purposes.
ADDITIONAL INFORMATION. The holding period for the Plan Shares will begin
the day after the date the shares are acquired. A Participant will not realize
any taxable income when he or she receives certificates for whole shares
credited to his or her account under the Plan, either upon a request for such
certificates or upon termination of the Plan. However, a Participant who
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receives, upon withdrawal from or termination of the Plan, a cash payment for
the sale of Plan Shares held for such Participant's account under the Plan or
for a fractional share then held in his or her Plan account will realize gain or
loss measured by the difference between the amount of the cash received and the
Participant's basis in such shares or fractional share. If, as usually is the
case, the Common Stock is a capital asset in the hands of a Participant, such
gain will be short-term or long-term capital gain, depending upon whether the
holding period for such shares is more or less than one year.
In general, the corporate dividends-received deduction has been reduced to
70% and may be further reduced. Corporate shareholders also should be aware that
the Internal Revenue Code of 1986, as amended, limits the availability of the
dividends-received deduction under various special rules, including the
situation where a holder of stock incurs indebtedness directly attributable to
such stock or fails to satisfy certain holding period requirements. Corporate
shareholders who participate in the Plan should consult their own tax advisers
to determine their eligibility for the dividends-received deduction. The above
is intended only as a general discussion of the current federal income tax
consequences of participation in the Plan. Participants should consult their own
tax advisers regarding the federal and state income tax consequences (including
the effects of any changes in law) of their individual participation in the
Plan.
24. Will the shares purchased under the Plan be listed on The Nasdaq National
Market?
The Company will take all steps necessary to seek approval of the shares
for quotation on The Nasdaq National Market, subject to official notice of
issuance. (Shares purchased on the open market will already be listed on the
Nasdaq National Market.) The Company shall give such notice to Nasdaq as may be
required to permit the listing of the Common Stock issued in connection with the
Plan.
25. What are the responsibilities of the Company and the Administrator under
the Plan?
Neither the Company nor the Administrator shall be liable for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claims of liability (i) arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt by the
Administrator of notice in writing of such death, (ii) with respect to the price
at, or terms upon which, shares of Common Stock may be purchased under the Plan
or the times such purchases may be made, or (iii) with respect to any
fluctuation in the market value of the Common Stock before, at or after the time
any such purchases may be made, nor shall they have any duties, responsibilities
or liabilities except such as are expressly set forth hereunder. The terms and
conditions of the Plan shall be governed by the laws of the State of South
Carolina.
26. Who bears the risk of market fluctuations in the price of the Common Stock?
A Participant's investment in shares held in a Plan account is no different
than an investment in shares not held in a Plan account. Each Participant bears
the risk of loss and the benefits of gain from market price changes with respect
to all shares.
Neither the Company nor the Administrator can guarantee that shares
purchased under the Plan will, at any particular time, be worth more or less
than their purchase price. Each Participant should recognize that neither the
Company nor the Administrator can provide any assurance of a profit or
protection against loss on any shares purchased under the Plan.
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27. May the Plan be changed or discontinued?
The Company reserves the right to modify, suspend or terminate the Plan at
any time. Participants will be notified of any such modification, suspension or
termination.
28. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be determined by
the Company, and such determination shall be final.
29. Who should be contacted with questions about the Plan?
The Administrator:
The South Financial Group Dividend Reinvestment Plan
c/o Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016-3572
1-800-368-5948 (between 9:00 a.m. and 5:00 p.m. eastern time)
Email: invrelations@rtco.com
The Company:
The South Financial Group, Inc.
Investor Relations Department
P.O. Box 1029
Greenville, SC 29602
1-800-951-2699 ext. 54919 (between 9:00 a.m. and 5:00 p.m. eastern time)
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AMENDMENT TO
THE SOUTH FINANCIAL GROUP, INC.
AMENDED AND RESTATED COMMON STOCK DIVIDEND REINVESTMENT PLAN
This Amendment (this "Amendment") to The South Financial Group, Inc.'s Amended
and Restated Common Stock Dividend Reinvestment Plan, amended as of May 1, 2001
(the "Plan") is made by The South Financial Group, Inc., to be effective as of
May 1, 2001. The Plan is hereby amended to increase the shares of common stock
of The South Financial Group, Inc. issuable thereunder from 450,000 to 750,000.
Except as amended by this Amendment, the Plan is ratified and affirmed in its
entirety. IN WITNESS WHEREOF, this Amendment is entered into as of May 1, 2001.
THE SOUTH FINANCIAL GROUP, INC.
By: /s/ William S. Hummers III
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Name: William S. Hummers, III
Title: Executive Vice President
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