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 (Date of earliest event reported): November 29,
2007
SCBT
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
South
Carolina
|
001-12669
|
57-0799315
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
520
Gervais Street
Columbia,
South Carolina
|
29201
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(800)
277-2175
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
ý Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Events
On
November 29, 2007, SCBT Financial Corporation (“SCBT”) issued a press release
announcing that TSB Financial Corporation’s shareholders have approved the
merger of TSB with SCBT at a meeting held earlier today. A copy of SCBT
Financial Corporation's press release is attached as Exhibit 99.1 to this report
and incorporated herein by reference.
Cautionary
Notice Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including, without limitation, statements
about
the benefits of the merger between SCBT Financial Corporation and TSB Financial
Corporation including future financial and operating results, cost savings,
enhanced revenues, and accretion to reported earnings that may be realized
from
the merger, as well as statements with respect to SCBT's and TSB’s plans,
objectives, expectations and intentions and other statements that are not
historical facts. Actual results may differ from those set forth in
the forward-looking statements.
Forward-looking
statements include statements with respect to our beliefs, plans, objectives,
goals, expectations, anticipations, estimates and intentions, and involve known
and unknown risks, uncertainties and other factors, which may be beyond our
control, and which may cause our actual results, performance or achievements
to
be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. You should
not expect us to update any forward-looking statements.
You
can
identify these forward-looking statements through our use of words such as
"may," "will," "anticipate," "assume," "should," "indicate," "would," "believe,"
"contemplate," "expect," "estimate," "continue," "point to," "project," "could,"
"intend" or other similar words and expressions of the future. These
forward-looking statements may not be realized due to a variety of factors,
including, without limitation: the effects of future economic conditions;
governmental monetary and fiscal policies, as well as legislative and regulatory
changes; the risks of changes in interest rates on the level and composition
of
deposits, loan demand, and the values of loan collateral, securities, and
interest sensitive assets and liabilities; interest rate risks and
sensitivities; the effects of competition from other commercial banks, thrifts,
mortgage banking firms, consumer finance companies, credit unions, securities
brokerage firms, insurance companies, money market and other mutual funds and
other financial institutions operating in our market areas and elsewhere,
including institutions operating regionally, nationally and internationally,
together with such competitors offering banking products and services by mail,
telephone, computer and the Internet; and the failure of assumptions underlying
the establishment of reserves for possible loan losses. The risks of mergers
and
acquisitions, include, without limitation: unexpected transaction costs,
including the costs of integrating operations; the risks that the businesses
of
SCBT and TSB will not be integrated successfully or that such integration may
be
more difficult, time-consuming or costly than expected; the potential failure
to
fully or timely realize expected revenues and revenue synergies, including
as
the result of revenues following the merger being lower than expected; the
risk
of deposit and customer attrition; changes in deposit mix; unexpected operating
and other costs, which may differ or change from expectations; the risks of
customer and employee loss and business disruption, difficulties in maintaining
relationships with employees; the risk of obtaining necessary governmental
approvals of the merger on the proposed terms and schedule; and the risk that
TSB’s shareholders will not approve the merger; increased competitive pressures
and solicitations of TSB’s customers by competitors in the highly competitive
Charlotte, North Carolina market.
All
written or oral forward-looking statements attributable to SCBT and TSB are
expressly qualified in their entirety by this cautionary notice, including,
without limitation, those risks and uncertainties described in SCBT's annual
report on Form 10-K for the year ended December 31, 2006 under "Forward-Looking
Statements," and otherwise in SCBT's SEC reports and filings. Such
reports are available upon request from SCBT or from the Securities and Exchange
Commission, including through the SEC's Internet website at
http://www.sec.gov.
2
In
connection with the proposed transaction, SCBT filed with the SEC a registration
statement on Form S-4 containing a joint proxy statement/prospectus and other
relevant documents that were mailed to security holders of TSB. We urge you
to
read the joint proxy statement/prospectus, including all documents incorporated
therein, and any other relevant documents because they contain important
information about SCBT, TSB and the transaction. You may obtain a free copy
of
the proxy statement/prospectus, as well as other filings containing information
about SCBT and TSB, at the SEC’s Internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus and
the other filings also can be obtained without charge by directing a request
to
SCBT Financial Corporation, 520 Gervais Street, Columbia, South Carolina 29201,
Attention: Richard C. Mathis, Executive Vice President and Chief Risk
Officer.
This
press
release does not constitute an offer to buy, or a solicitation of an offer
to
sell, shares of TSB common stock, or the solicitation of any proxies from TSB
shareholders, nor does it constitute an offer to sell SCBT common
stock.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release issued by the Corporation in connection with announcement |
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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.
| SCBT FINANCIAL CORPORATION | ||
| (Registrant) | ||
| Date: November 29, 2007 | /s/ John C. Pollok | |
| John C. Pollok | ||
| Senior Executive Vice President and Chief Financial Officer |
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Exhibit
Index
| Exhibit No. | Description | |
| 99.1 | Press release issued by the Corporation in connection with announcement |
5