SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 9, 2010
The South Financial Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
(Registrants Telephone Number, Including Area Code)
(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:
Item 8.01. Other Events.
On August 9, 2010, The South Financial Group, Inc. (TSFG) mailed a letter to its shareholders relating to its intention to issue shares of preferred stock to The Toronto-Dominion Bank (TD) in connection with the merger agreement and share purchase agreement entered into by TSFG and TD on May 16, 2010 (the Shareholder Letter). As detailed in the Shareholder Letter, the shares of preferred stock are being issued to TD without seeking the approval of TSFGs shareholders. A copy of the Shareholder Letter is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
This Current Report on Form 8-K contains forward-looking statements about TSFG and the proposed transaction between the TSFG and TD. There are several factors many beyond TSFGs control that could cause actual results to differ significantly from expectations described in the forward-looking statements. Among these factors are the receipt of necessary regulatory approvals and the approval of TSFGs shareholders. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them to reflect changes that occur after that date. For a discussion of factors that may cause actual results to differ from expectations, refer to TSFGs Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and Annual Report on Form 10-K for the year ended December 31, 2009, including information incorporated into TSFGs Form 10-K from its 2009 annual report, filed with the Securities and Exchange Commission (the SEC) and available on the SECs website at www.sec.gov.
MORE INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
The proposed merger will be submitted to TSFG shareholders for their consideration. TD has filed with the SEC a registration statement on Form F-4 that includes a proxy statement of TSFG that also constitutes a prospectus of TD. TSFG will mail the proxy statement-prospectus to its shareholders. You may obtain copies of all documents filed with the SEC regarding the proposed merger, free of charge, at the SECs website (www.sec.gov). You may also obtain free copies of these documents by contacting TSFG, as follows: Investor Relations, Attn: Brian Wildrick, 104 South Main Street, Poinsett Plaza - 6th Floor, Greenville, SC 29601.
TSFG shareholders and other investors are urged to read the final proxy statement-prospectus when it becomes available because it will describe the proposed merger and contain other important information.
The South Financial Group, Inc., The Toronto-Dominion Bank, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about TSFGs directors and executive officers and their ownership of TSFG common stock is contained in the definitive proxy statement for TSFGs 2010 annual meeting of shareholders, as filed by TSFG with the SEC on Schedule 14A on April 7, 2010. Information regarding TDs directors and executive officers is available in its Annual Report on Form 40-F for the year ended October 31, 2009, which was filed with the SEC on December 3, 2009 and its notice of annual meeting and proxy circular for its most recent annual meeting, which was filed with the SEC on February 25, 2010. The proxy statement-prospectus for the proposed merger will provide more information about participants in the solicitation of proxies from TSFG shareholders.
Item 9.01. Financial Statements and Exhibits.
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.