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: NOVEMBER 5, 2003
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
THE EXHIBIT INDEX APPEARS ON PAGE 4 HEREOF.
ITEM 5. OTHER EVENTS
This Current Report on Form 8-K files certain exhibits to the shelf
registration statement (the "Shelf Registration Statement") of The South
Financial Group, Inc. (the "Company") on Form S-3 (Registration No. 333-106578).
On November 5, 2003, the Company entered into an underwriting agreement
among J.P. Morgan Securities Inc., Sandler O'Neill and Partners, L.P., UBS
Securities LLC, Keefe, Bruyette & Woods, Inc., Kelton International Limited and
SunTrust Capital Markets, Inc. as representatives of the underwriters named
therein (the "Underwriting Agreement"), in connection with the public offering
of 5,500,000 shares of common stock of the Company at a public offering price of
$27.00 per share. The Company granted the underwriters a 30-day option to
purchase up to an additional 825,000 shares of Common Stock pursuant to the
Underwriting Agreement to cover over-allotments, if any. The offering is being
made in connection with a prospectus and prospectus supplement filed pursuant to
Rule 424(b) of the Securities Act of 1933, as amended.
The Underwriting Agreement is being filed as Exhibit 1.1 to this Current
Report on Form 8-K. The opinion of the Company's counsel as to the legality of
the common stock is being filed as Exhibit 5.1. Exhibits 1.1, 5.1 and 23.1 filed
herewith are incorporated by reference into the Shelf Registration Statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
1.1 Underwriting Agreement dated November 5, 2003 among the Company and J.P.
Morgan Securities Inc., Sandler O'Neill & Partners, L.P., UBS Securities
LLC, Keefe, Bruyette & Woods, Inc., Kelton International Limited and
SunTrust Capital Markets, Inc. as representatives of the underwriters named
therein.
5.1 Opinion of Wyche Burgess Freeman & Parham, P.A. as to the legality of the
common stock.
23.1 Consent of Wyche Burgess Freeman & Parham, P.A. (included in Exhibit 5.1).
ITEM 9. REGULATION FD DISCLOSURE
On November 5, 2003 the Company issued a press release announcing that it
entered into the Underwriting Agreement. A copy of such press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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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.
November 6, 2003 By: /s/ William S. Hummers III
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William S. Hummers III
Executive Vice President
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EXHIBIT INDEX
EXHIBIT
1.1 Underwriting Agreement dated November 5, 2003 among the Company and J.P.
Morgan Securities Inc., Sandler O'Neill & Partners, L.P., UBS Securities
LLC, Keefe, Bruyette & Woods, Inc., Kelton International Limited and
SunTrust Capital Markets, Inc. as representatives of the underwriters named
therein.
5.1 Opinion of Wyche Burgess Freeman & Parham, P.A. as to the legality of the
common stock.
23.1 Consent of Wyche Burgess Freeman & Parham, P.A. (included in Exhibit 5.1).
99.1 Press release dated November 5, 2003.
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