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 (Date of earliest event reported): July 15, 2001
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SOUTHBANC SHARES, INC
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(Exact name of registrant as specified in its charter)
Delaware 0-23751 58-2361245
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
907 North Main Street, Anderson, South Carolina 29621
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Address of principal executive offices Zip Code
Registrant's telephone number, including area code: (864) 225-0241
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
On July 15, 2001, SouthBanc Shares, Inc. ("SouthBanc") and National
Commerce Financial Corporation ("NCF") entered into an Agreement and Plan of
Reorganization (the "Agreement") pursuant to which SouthBanc will merge with and
into NCF. The Agreement is filed as Exhibit 2.1 hereto and is incorporated
herein by reference.
Pursuant to the terms of the Agreement, each share of SouthBanc common
stock, $0.01 par value per share, issued and outstanding at the effective time
of the merger will become and be converted into the right to receive, at the
election of the holder, either 1.1142 shares of NCF common stock, par value
$2.00 per share, $28.00 in cash, or .5571 of a share of NCF common stock and
$14.00 in cash.
The merger will be structured as a tax-free reorganization and will be
accounted for under the purchase method of accounting. Consummation of the
merger is subject to various conditions, including the approval of the
stockholders of SouthBanc and the receipt of all requisite regulatory approvals.
The summary of the Agreement is not complete and is qualified in its
entirety by reference to the complete text of such documents filed as exhibits
herewith and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(C) Exhibits.
Exhibit 2.1 Agreement and Plan of Reorganization, dated as of July 16, 2001,
by and between National Commerce Financial Corporation and
SouthBanc Shares, 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.
SouthBanc Shares, Inc.
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(Registrant)
July 17, 2001 /S/ Robert W. Orr
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Date Robert W. Orr
President and Chief Executive Officer