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: August 31, 2002
The South Financial Group, Inc.
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(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
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective August 31, 2002, The South Financial Group, Inc. ("TSFG")
completed its acquisition of Gulf West Banks, Inc. ("Gulf West"). This was
accomplished through the merger of Gulf West with and into TSFG, all as provided
in the Agreement and Plan of Merger dated March 21, 2002 between TSFG and Gulf
West (the "merger agreement"). As a result of the merger, each share of Gulf
West common stock was converted into the right to receive $13.7942 in either
cash, TSFG common stock, or a combination of both. This per share merger
consideration assumes a market value of $19.93 per share of the TSFG common
stock, which was average of the closing prices for the TSFG stock for the ten
consecutive trading days ending August 28, 2002 (which is the method mandated by
the merger agreement).
Pursuant to the merger agreement, TSFG issued 4,465,141 shares and
paid $32,400,178 (both fixed numbers) for all outstanding Gulf West shares
calculated on a fully diluted basis. Gulf West shareholders had the option to
elect to receive their merger consideration in the form of either TSFG common
stock, cash, or a combination of cash and TSFG common stock. The merger
agreement further provided that in the event the aggregate elections resulted in
an oversubscription of cash, shareholders electing all cash would receive a
portion of their merger consideration in the form of TSFG stock (and conversely,
if cash was undersubscribed, shareholders electing all stock would receive a
portion of their merger consideration in the form of cash). The deadline for
making an election was August 29, 2002. Although the final analysis of the
elections has not been completed, it appears that cash was modestly
oversubscribed.
Subject to the allocation mechanism described in the election materials
delivered to Gulf West shareholders:
o the per share stock consideration is 0.6921 shares of TSFG common
stock for each Gulf West share and
o the per share cash consideration is $13.7942 for each Gulf West
share.
Shareholders who elected to receive a combination of stock and cash
will receive stock consideration for 70.7% of their Gulf West shares and cash
consideration for the remaining 29.3%. Assuming that the initial projection of a
modest cash oversubscription is correct, shareholders who elected to receive all
stock and shareholders making no election will receive stock consideration for
100% of their shares. Shareholders electing all cash will receive approximately
85% - 90% of the merger consideration in cash and 10% - 15% in stock.
Effective upon the consummation of the merger, Gordon W. Campbell
(GWBK's chairman) became a director of TSFG.
On September 3, 2002, TSFG issued a press release announcing the
consummation of the merger as contemplated by the merger agreement.
The merger agreement and the press release are attached hereto as
Exhibits 2 and 99, respectively, and are incorporated herein by reference in
their entirety. The foregoing description of the merger agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of such agreement.
ITEM 7. EXHIBITS.
(a) The financial statements of TSFG required to be reported as a
result of the transaction described in Item 2 have not been completed as of the
date of this report and will be filed as an amendment to this report as soon as
practicable in accordance with Item 7(a)(4) of Form 8-K.
(b) The pro forma financial information required to be reported as a
result of the transaction described in Item 2 has not been completed as of the
date of this report, and will be filed as an amendment to this report as soon as
practicable in accordance with Item 7(a)(4) of Form 8-K.
(c) Exhibits.
Exhibit
Number
2.1 Agreement and Plan of Merger dated March 21, 2002 between TSFG
and Gulf West. Incorporated by reference to Exhibit 2.1 of
TSFG's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002.
99.1 Press Release of TSFG issued September 3, 2002.
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.
September 4, 2002 By: /s/ William S. Hummers III
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William S. Hummers III
Executive Vice President