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 2, 2007
FIRST CHARTER CORPORATION
(Exact name of registrant as specified in its charter)
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| North Carolina
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0-15829
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56-1355866 |
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| (State or other
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(Commission
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File Number)
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Identification No.) |
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10200 David Taylor Drive, Charlotte, North Carolina 28262-2373
(Address, including zip code, of principal executive offices)
(704) 688-4300
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On November 2, 2007,
First Charter Corporation announced its financial results for the
three and nine month periods ended September 30, 2007. A copy of the news release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The
information included herein, as well as Exhibit 99.1 referenced herein,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 8.01 Other Events.
For purposes of Rule 425 of the Securities Act of 1933, as amended, the information in the
press release included herewith as Exhibit 99.1 relating solely to the strategic merger between
First Charter and Fifth Third is being filed under this Item 8.01.
Additional Information
First Charter Corporation (“First Charter”), Fifth Third Bancorp (“Fifth Third”) and Fifth
Third Financial Corporation (“Fifth Third Financial”) have entered into an Amended and Restated
Agreement and Plan of Merger, pursuant to which First Charter will merge with and into Fifth Third
Financial (the “Merger”). The proposed Merger will be submitted to First Charter’s shareholders for
consideration. Fifth Third will file a Form S-4 Registration Statement, First Charter will file a
Proxy Statement and both companies will file other relevant documents regarding the Merger with the
Securities and Exchange Commission (the “SEC”). First Charter will mail the Proxy
Statement/Prospectus to its shareholders. These documents, and any applicable amendments or
supplements, will contain important information about the Merger, and Fifth Third and First Charter
urge you to read these documents when they become available.
You may obtain copies of all documents filed with the SEC regarding the Merger, free of charge, at
the SEC’s website (www.sec.gov). You may also obtain these documents free of charge from Fifth
Third’s website (www.53.com) under the heading “About Fifth Third” and then under the heading
“Media and Investors-Investor Relations” and then under the item “SEC Filings.” You may also obtain
these documents, free of charge, from First Charter’s website (www.First Charter.com) under
the section “About First Charter” and then under the heading “Investor Relations” and then under
the item “Financial Reports / SEC Filings.”
Participants in The Merger
Fifth Third and First Charter and their respective directors and executive officers may be deemed
participants in the solicitation of proxies from First Charter’s shareholders in connection with
the Merger. Information about the directors and executive officers of Fifth Third and First Charter
and information about other persons who may be deemed participants in the Merger will be included
in the Proxy Statement/Prospectus. You can find information about Fifth Third’s executive officers
and directors in its definitive proxy statement filed with the SEC on March 9, 2007. You can find
information about First Charter’s executive officers and directors in its definitive proxy
statement filed with the SEC on April 25, 2007. You can obtain free copies of these documents from
the websites of Fifth Third, First Charter or the SEC.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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News Release disseminated on
November 2, 2007 by First Charter Corporation. |
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