Attached files
| file | filename |
|---|---|
| EX-99.2 - BLACKOUT NOTICE ALL PARTICIPANTS - SOUTH FINANCIAL GROUP INC | blackoutnoticeall.htm |
| EX-99.1 - BLACKOUT NOTICE DIRECTORS & OFFICERS - SOUTH FINANCIAL GROUP INC | blackoutnoticed-o.htm |
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): August 25, 2010
|
The
South Financial Group, Inc
|
|
(Exact name of registrant as specified in
its charter)
|
|
South
Carolina
|
0-15083
|
57-0824914
|
|
(State
or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification Number)
|
|
102 South Main
Street,
Greenville, South Carolina
|
29601
|
|
(Address
of principal executive offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code: (864) 255-7900
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):
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
- -
Item
5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit
Plans
On May
16, 2010, The South Financial Group, Inc. (“TSFG”) entered into an
Agreement and Plan of Merger (the “Merger Agreement”),
which provides for The Toronto-Dominion Bank (“TD”) to acquire TSFG
by merging a wholly-owned subsidiary of TD with and into TSFG (the “Merger”).
Pursuant
to the Merger Agreement, at the effective time of the Merger, holders of shares
of TSFG common stock in The South Financial Group, Inc 401(k) Plan (the “Plan”) will be
entitled to receive as merger consideration, in exchange for each share of TSFG
common stock owned immediately prior to the merger, either $0.28 in cash, if a
cash election is effectively made with respect to such share; or 0.004 TD
common shares, plus cash in lieu of any fractional share interests (the “Exchange”).
As a
result of the Exchange, participants and beneficiaries of the Plan will be
temporarily unable to effect certain transactions under the Plan for a period
that will begin at 4:00 p.m. Eastern time on September 24, 2010 and is expected
to end on October 4, 2010, but could be delayed until later that week (the
“Blackout
Period”).
On August
25, 2010, TSFG provided notices to its directors and executive officers and to
all participants, alternate payees and beneficiaries in the Plan informing them
of the Blackout Period pursuant to Section 306 of the Sarbanes-Oxley Act of 2002
and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934. The
notices advise TSFG’s directors and executive officers and other participants of
the trading restrictions that will apply to them during the Blackout
Period. A copy of the notices are attached hereto as Exhibit 99.1 and
99.2 and are incorporated herein by reference. During the blackout
period and for a period of two years after the ending date of the blackout
period, security holders or other interested persons may obtain, without charge,
information about the actual beginning and ending dates of the blackout period
by contacting David Bell, Human Resources, 104 South Main Street, Greenville,
SC 29601 to whom all inquiries regarding the blackout period should be
directed.
FORWARD-LOOKING
STATEMENTS
This Current Report on Form 8-K contains forward-looking statements about TSFG
and the proposed transaction between TSFG and TD. There are several factors –
many beyond TSFG’s 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 TSFG’s 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 TSFG’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and Annual
Report on Form 10-K for the year ended December 31, 2009, including
information incorporated into TSFG’s Form 10-K from its 2009 annual report,
filed with the Securities and Exchange Commission (the “SEC”) and available
on the SEC’s 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 SEC’s
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.
TSFG., TD,
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 TSFG’s directors and executive
officers and their ownership of TSFG common stock is contained in the definitive
proxy statement for TSFG’s 2010 annual meeting of shareholders, as filed by TSFG
with the SEC on Schedule 14A on April 7, 2010. Information regarding TD’s
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
(d) The
following exhibits are being filed herewith:
Exhibit
No. Description
|
99.1
|
Blackout
Notice to Directors and Executive
Officers
|
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99.2
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Blackout
Notice to Plan Participants, Alternate Payees and
Beneficiaries
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- -
Signature
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. | |
| August 25, 2010 |
By:
/s/
William P. Crawford, Jr.
William
P. Crawford, Jr.
Executive
Vice President and General Counsel
|
- -
EXHIBIT
INDEX
Exhibit
No. Description
|
99.1
|
Blackout
Notice to Directors and Executive
Officers
|
|
99.2
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Blackout
Notice to Plan Participants, Alternate Payees and
Beneficiaries
|