8-K

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): June 10, 2011

FIRST CAROLINA INVESTORS, INC

(Exact Name of Registrant as Specified in its Charter)

Delaware	811-08942	56-1005066
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9347 A Founders Street, Fort Mill, South Carolina	29708
(Address of Principal Executive Office)	(Zip Code)

803-802-0890

(Registrant Telephone number, including area code)

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):

o 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))

Section 1 — Registrant’s Business and Operations

Item 8.01 Other Events

On June 10, 2011, the Board of Directors of First Carolina Investors, Inc. (“the Company”) issued the attached statement.

Item 9.01 Exhibit

(d) Exhibit

     99.1 Statement of the Board of Directors of First Carolina Investors, Inc.

             June 10, 2011

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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.

	First Carolina Investors, Inc. Registrant
Date: June 10, 2011	By:	/s/ Brent D. Baird
		President

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Exhibit Index

Exhibit No.	Description
99.1	Statement of the Board of Directors of First Carolina Investors, Inc. Dated: June 10, 2011

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EX-99.1

Exhibit 99.1

Statement of the Board of Directors of First Carolina Investors, Inc.

Dated: June 10, 2011

In a meeting of the Board of Directors of First Carolina Investors, Inc. (the “Company”) on June 9, 2011, the Board of Directors considered the proposal of the management of the Company to liquidate and dissolve the Company (the “Liquidation”), pursuant to a Plan of Distribution and Liquidation (the “Plan”). The Board of Directors approved and declared advisable the Liquidation and the Plan, and directed that the Liquidation be submitted to stockholders for approval at a Special Meeting of Stockholders (the “Meeting”) to be held on September 21, 2011. Based on their understanding of all of the prevailing facts and circumstances, the Board of Directors determined that the Liquidation was in the best interest of the Company and its stockholders.

Each stockholder of record of the Company as of the close of business on August 15, 2011, (the “Record Date”) will be entitled to vote on the Liquidation at the Meeting and any adjournment or postponement of the Meeting.

If the Liquidation is approved by the stockholders, the Company immediately thereafter will not engage in any further business activities including the declaration of dividends to the stockholders, except to wind up its business and transfer its assets to the stockholders and to a liquidating trust (the “Trust”). If the stockholders approve the Liquidation, the Company expects to make an initial liquidating distribution of cash to the stockholders and to the Trust as soon as practicable after the Trust is established or earlier. The Company anticipates that such distributions will be made simultaneously.