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): September 28,
2007
SCBT
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
South
Carolina
(State
or other jurisdiction of
incorporation)
|
001-12669
(Commission
File
Number)
|
57-0799315
(IRS
Employer
Identification
No.)
|
|
520
Gervais Street
Columbia,
South Carolina
(Address
of principal executive offices)
|
29201
(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
1.01 Entry into a Material Definitive Agreement
On
September 28, 2007, SCBT Financial Corporation ("SCBT") entered into an
amendment to its merger agreement with TSB Financial Corporation ("TSB") dated
as of August 29, 2007. The amendment resolves an internal inconsistency in
the
merger agreement by correcting the definition of a term used in the provision
governing the allocation of merger consideration between SCBT common stock
and
cash. This correction reflected the parties' original intention for this
provision and the parties' respective prior public disclosures describing the
merger agreement. The foregoing description of the amendment does not purport
to
be complete and is qualified in its entirety by reference to the complete text
of the amendment, which is filed as Exhibit 2.1 hereto and is incorporated
herein by reference.
Additional
Information about the Merger and Where to Find It
SCBT
will
file a registration statement, a proxy statement/prospectus and other relevant
documents concerning the proposed transaction with the Securities and Exchange
Commission (the "SEC"). Shareholders are urged to read the registration
statement and the proxy statement/prospectus when it becomes available and
any
other relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important information.
You will be able to obtain a free copy of the joint 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
to
be filed by SCBT also can be obtained, when available and without charge, by
directing a request to SCBT Financial Corporation, Post Office Box 1030,
Columbia, South Carolina 29202, Attention: Richard C. Mathis, Executive Vice
President and Chief Risk Officer, (803) 765-4629, or to TSB Financial
Corporation, 1057 Providence Road, Charlotte, North Carolina 28207, Attention:
Jan H. Hollar, Chief Financial Officer, (704) 331-8686.
SCBT,
TSB
and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of TSB in
connection with the merger. Information about the directors and executive
officers of TSB and their ownership of TSB's common stock is set forth in TSB's
most recent proxy statement as filed with the SEC, which is available at the
SEC's Internet site (http://www.sec.gov) and at TSB's address in the preceding
paragraph. Information about the directors and executive officers of SCBT is
set
forth in the SCBT's most recent proxy statement filed with the SEC and available
at the SEC's Internet site and from SCBT at the address set forth in the
preceding paragraph. Additional information regarding the interests of these
participants may be obtained by reading the joint proxy statement/prospectus
regarding the proposed transaction when it becomes available.
2
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
|
Exhibit
No.
|
Description
|
|
2.1
|
Amendment
to Agreement and Plan of Merger between SCBT Financial Corporation
and TSB
Financial Corporation, dated as of September 28,
2007
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3
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.
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SCBT
FINANCIAL CORPORATION
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||
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(Registrant)
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||
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Date:
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October
2, 2007
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/s/
John C. Pollok
|
|
Senior
Executive Vice President and
|
||
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Chief
Financial Officer
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4
Exhibit
Index
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Exhibit
No.
|
Description
|
|
2.1
|
Amendment
to Agreement and Plan of Merger between SCBT Financial Corporation
and TSB
Financial Corporation, dated as of September 28,
2007
|
5