Attached files
| file | filename |
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| 8-K - REPORT DATED AUGUST 25, 2010 - SOUTH FINANCIAL GROUP INC | form8k-08252010.htm |
| EX-99.2 - BLACKOUT NOTICE ALL PARTICIPANTS - SOUTH FINANCIAL GROUP INC | blackoutnoticeall.htm |
The South Financial
Group
401(k) Plan Blackout
Period
August 25,
2010
To: Directors and
Executive Officers of The South Financial Group (“TSFG”)
From: Retirement
Plan Administrative Committee
Re: The South Financial Group Unitized
Stock Fund Blackout Period
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1.
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Please
be advised that a “blackout period” for the TSFG 401(k) Plan (the “401(k)
Plan”) will be imposed on transactions involving the TSFG Unitized Stock
Account (“TSFGU”) and the subsequent TD Unitized Stock Account (“TDBU”)
under the 401(k) Plan. This blackout period, described in more
detail below, is necessary to permit the exchange of shares of TSFG common
stock for TD common stock in connection with the proposed merger (the
“Merger”) between TSFG and an affiliate of The Toronto-Dominion Bank
(“TD”).
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Under Sarbanes-Oxley enacted in 2002,
the directors and executive officers of TSFG will generally be prohibited from
engaging in transactions involving TSFG equity securities (including stock
options and other derivatives based on TSFG stock) during this blackout period
in addition to otherwise complying with TSFG’s insider trading
policy. Dispositions of equity securities of TSFG in
connection with the Merger, including your election of transaction
consideration, are exempt under Sarbanes-Oxley from the blackout period trading
restrictions.
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2.
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The
blackout period for the 401(k) Plan is expected to begin at 4:00 p.m.,
eastern time, on September 24, 2010 and, assuming the Merger is completed
on September 30, 2010 is currently expected to end on October 4,
2010. The blackout period will also be lifted promptly if the
Merger is not completed or could be extended if necessary. We
will notify you of any changes that affect the dates of the blackout
period. In addition, you can confirm the status of the blackout
period by contacting Andrea Stegall at
864.421.1048.
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3.
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As
a result of the need to process the exchange of shares in connection with
the Merger, during the blackout period, participants in the 401(k) Plan
will be temporarily unable to (1) engage in transactions involving the
participant’s TSFGU or TDBU account balances (i.e., transfers into or
out of, or changing allocation percentages to these accounts), (2) make
withdrawals or distributions of money invested in the TSFGU and TDBU
accounts under the 401(k) Plan, and (3) take loans of money invested in
the TSFGU and TDBU accounts under the 401(k)
Plan.
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4.
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Generally,
during the blackout period, you are prohibited from, directly or
indirectly, purchasing, selling or otherwise transferring any equity
security of TSFG that you acquired in connection with your service as a
director or an executive officer. “Equity securities” are
defined broadly to include stock options and other
derivatives. Covered transactions are not limited to those
involving your direct ownership, but include any transaction in which you
have a direct or indirect pecuniary interest. You may be deemed to have an
interest in transactions in equity securities of TSFG by your family
members, if such securities were originally acquired in connection with
your service or employment as a TSFG executive officer or
director. As indicated above, however, dispositions of equity
securities of TSFG in connection with the Merger are excluded from the
trading restrictions.
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5.
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The
prohibition covers securities acquired “in connection with service as a
director or employment as an executive officer.” This includes,
among other things, securities acquired under a compensatory plan or
contract (such as under a stock option, or a restricted stock grant), as a
direct or indirect inducement to employment or joining the board of
directors, in transactions between you and TSFG and as shares necessary to
qualify as a director or to satisfy minimum ownership requirements or
guidelines. Securities acquired outside of your service as a
director or executive officer (such as shares acquired when you were an
employee but not yet an executive officer) are not
covered. However, if you hold both covered shares and
non-covered shares, any shares that you sell will be presumed to come
first from the covered shares, unless you can identify the source of the
sold shares and show that you use the same identification for all related
purposes (such as tax reporting and disclosure
requirements).
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6.
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The
following are examples of transactions that you may not engage in during
the blackout period:
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Ø
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Exercising
stock options granted to you in connection with your service as a director
or executive officer
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Ø
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Selling
TSFG stock that you acquired by exercising
options
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Ø
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Selling
TSFG stock that you originally received as a restricted stock
grant
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7.
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There
are certain exemptions, including:
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Ø
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Purchases
or sales under 10b5-1(c) trading plans (so long as you do not make or
modify your election during the blackout period or at a time when you are
aware of the actual or approximate dates of the
blackout)
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Ø
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Bona
fide gifts, bequests and transfers pursuant to domestic relations
orders
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Ø
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Acquisitions
and dispositions of equity securities in connection with the merger,
acquisition, divestiture or similar
transaction
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8.
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If
you engage in a transaction that violates these rules, you can be required
to disgorge your profits from the transaction, and you are subject to
civil and criminal penalties.
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The rules
summarized above are complex, and the criminal and civil penalties that could be
imposed upon directors and executive officers who violate them could be
severe. We therefore request that you contact William Crawford of
TSFG at 864.255.4777 before engaging in any transaction involving TSFG stock or
derivatives based on TSFG stock during the blackout period, or if you believe
that any such transaction in which you have a pecuniary interest may occur
during the blackout period.