FORM 11-K
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1995
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
First Financial Holdings, Inc. Sharing Thrift Plan
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive
office:
First Financial Holdings, Inc.
34 Broad Street
Charleston, SC 29401
THE PLAN IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"). IN ACCORDANCE
WITH ITEM NO. 4 OF REQUIRED INFORMATION, THE PLAN FINANCIAL
STATEMENTS AND SCHEDULES ATTACHED HERETO WERE PREPARED IN
ACCORDANCE WITH THE FINANCIAL REPORTING REQUIREMENTS OF
ERISA.
<PAGE>
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Financial Statements
December 31, 1995 and 1994
(With Independent Auditors' Report Thereon)
CONTENTS
Independent Auditors' Report
Financial Statements for 1995 and 1994
Statements of Net Assets Available for Benefits,
With Fund Information
Statement of Changes in Net Assets Available for
Benefits, With Fund Information
Notes to Financial Statements
Schedules Supporting 1995 Financial Statements
Schedule I - Assets Held for Investment Purposes -
Item 27a
Schedule II - Summary of Reportable Transactions -
Item 27d
<PAGE>
Independent Auditors' Report
The Plan Trustees
First Financial Holdings, Inc. Sharing Thrift Plan
We have audited the accompanying statements of net assets
available for benefits, with fund information of First
Financial Holdings, Inc. Sharing Thrift Plan (the "Plan")
as of December 31, 1995 and 1994 and the related statement
of changes in net assets available for benefits, with fund
information for the years then ended. These financial
statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits as of December 31, 1995 and 1994,
and the changes in net assets available for benefits for
the years then ended in conformity with generally accepted
accounting principles.
Our audit for the year ended December 31, 1995 was made for
the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary information
included in Schedules I and II are presented for purposes
of additional analysis and are not a required part of the
basic financial statements, but are supplementary
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The Fund
Information in the statements of net assets available for
benefits and statements of changes in net assets available
for benefits is presented for purposes of additional
analysis rather than to present the net assets available
for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a
whole.
MCLAIN, MOISE & ASSOCIATES, PC
July 10, 1996
<PAGE>
<TABLE>
<CAPTION>
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Statements of Net Assets Available for Benefits, With Fund Information
December 31, 1995 and 1994
December 31, 1995
<S> <C> <C> <C> <C> <C> <C> <S> <C>
Equity Fixed Stock Growth Bond Loan
Fund Fund Fund Fund Fund Fund Total
Assets:
Investments, at
fair value $5,183,969 $3,277,179 $7,116,482 $2,252,317 $ 312,887 $ - $18,142,834
Employer contributions
receivable 91,054 66,821 249,202 57,239 14,463 - 478,779
Due(to)from other funds (371,185) 348,583 70,198 (33,592) (14,004) - -
Loans receivable from
participants - - - - - 210,421 210,421
Liabilities:
Accounts payable (4,298) (3,184) (6,644) (1,838) (249) - (16,213)
Net assets available for
benefits $4,899,540 $3,689,399 $7,429,238 $2,274,126 $ 313,097 $ 210,421 $18,815,821
December 31, 1994
<S> <C> <C> <C> <C> <C> <C> <C>
Equity Fixed Stock Growth Bond Loan
Fund Fund Fund Fund Fund Fund Total
Assets:
Investments, at
fair value $4,217,146 $3,799,696 $5,623,117 $1,601,331 $ 263,496 $ - $15,504,786
Employer contributions
receivable 42,630 30,323 110,295 25,215 7,017 - 215,480
Due(to)from other funds (150,868) 67,512 119,190 (26,465) (9,369) - -
Loans receivable from
participants - - - - - 151,072 151,072
Net assets available for
benefits $4,108,908 $3,897,531 $5,852,602 $1,600,081 $ 261,144 $ 151,072 $15,871,338
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits, With Fund
Information
Year Ended December 31, 1995
<S> <C> <C> <C> <C> <C> <C> <C>
Equity Fixed Stock Growth Bond Loan
Fund Fund Fund Fund Fund Fund Total
Additions to net assets
attributable to:
Investment income:
Net appreciation
(depreciation) in fair
value of investments $ 775,673 $ - $ 800,172 $ 445,960 $ 17,861 $ - $2,039,666
Interest - 218,572 6,973 - 17,552 19,489 262,586
Dividends 145,143 - 209,212 20,971 - - 375,326
Total investment income 920,816 218,572 1,016,357 466,931 35,413 19,489 2,677,578
Contributions:
Participants 292,012 185,577 207,988 183,318 33,681 - 902,576
Cafeteria credits - 64,283 - - - - 64,283
Employer match - - 355,904 - - - 355,904
Employer profit sharing 169,340 126,167 101,477 105,566 28,004 - 530,554
Total contributions 461,352 376,027 665,369 288,884 61,685 - 1,853,317
Total additions 1,382,168 594,599 1,681,726 755,815 97,098 19,489 4,530,895
Deductions from net assets
attributable to:
Benefits and withdrawals
paid to participants 553,423 504,004 316,559 143,919 17,502 - 1,535,407
Administrative fees 16,279 13,394 15,170 5,267 895 - 51,005
Total deductions 569,702 517,398 331,729 149,186 18,397 - 1,586,412
Net increase (decrease) prior to
transfers 812,466 77,201 1,349,997 606,629 78,701 19,489 2,944,483
Transfers:
Interfund transfers (21,834) (285,333) 226,639 67,416 (26,748) 39,860 -
Net increase (decrease) 790,632 (208,132) 1,576,636 674,045 51,953 59,349 2,944,483
Net assets available for benefits:
Beginning of year 4,108,908 3,897,531 5,852,602 1,600,081 261,144 151,072 15,871,338
End of year $4,899,540 $3,689,399 $7,429,238 $2,274,126 $ 313,097 $ 210,421 $18,815,821
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits, With Fund Information
Year Ended December 31, 1994
<S> <C> <C> <C> <C> <C> <C> <C>
Equity Fixed Stock Growth Bond Loan
Fund Fund Fund Fund Fund Fund Total
Additions to net assets
attributable to:
Investment income:
Net appreciation
(depreciation) in fair
value of investments $ (200,864) $ - $ (126,236) $ (70,743) $ (47,724) $ - $ (445,567)
Interest - 189,402 1,667 - 24,592 12,124 227,785
Dividends 189,853 - 119,414 47,650 - - 356,917
Total investment income (11,011) 189,402 (5,155) (23,093) (23,132) 12,124 139,135
Contributions:
Participants 305,719 171,555 134,463 181,578 43,430 - 836,745
Cafeteria credits - 60,332 - - - - 60,332
Employer match - - 351,458 - - - 351,458
Employer profit sharing 183,069 119,676 76,395 104,813 34,599 - 518,552
Total contributions 488,788 351,563 562,316 286,391 78,029 - 1,767,087
Total additions 477,777 540,965 557,161 263,298 54,897 12,124 1,906,222
Deductions from net assets
attributable to:
Benefits and withdrawals
paid to participants 82,999 194,783 33,890 29,367 11,536 - 352,575
Administrative fees 16,065 13,904 19,091 5,788 1,226 - 56,074
Total deductions 99,064 208,687 52,981 35,155 12,762 - 408,649
Net increase (decrease) prior to
transfers 378,713 332,278 504,180 228,143 42,135 12,124 1,497,573
Transfers:
Rollover contributions 757 - 2,270 2,849 - - 5,876
Interfund transfers (354,086) (17,932) 558,653 (5,159) (196,303) 14,827 -
Total transfers (353,329) (17,932) 560,923 (2,310) (196,303) 14,827 5,876
Net increase (decrease) 25,384 314,346 1,065,103 225,833 (154,168) 26,951 1,503,449
Net assets available for benefits:
Beginning of year 4,083,524 3,583,185 4,787,499 1,374,248 415,312 124,121 14,367,889
End of year $4,108,908 $3,897,531 $5,852,602 $1,600,081 $ 261,144 $ 151,072 $15,871,338
See accompanying notes to financial statements.
</TABLE>
<PAGE>
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Notes to Financial Statements
December 31, 1995 and 1994
1. Description of Plan
The following description of First Financial Holdings, Inc.
(the "Company") Sharing Thrift Plan (the "Plan") provides
only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's
provisions. The Company is the holding company for First
Federal Savings and Loan Association of Charleston, South
Carolina and subsidiaries (First Federal) and Peoples
Federal Savings and Loan Association in Conway, South
Carolina and subsidiaries (Peoples Federal) (together the
"Thrifts").
A. General
The Plan is a defined contribution plan consisting of both
a tax-deferred 401(k) program and a tax-deferred profit
sharing program. The Plan covers all eligible hourly and
salaried employees of the Company and its subsidiaries.
Employees who have completed six months of service and who
are expected to complete a year of service are eligible to
make tax-deferred contributions. Employees, 21 years of
age and older, who have completed a year of service are
eligible to receive profit sharing contributions. The
Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
B. Contributions
The Plan permits eligible participants to contribute 2% to
15% of their annual compensation (as defined and not to
exceed limitations prescribed by law).
The Company matches part or all of the participant's tax-
deferred contributions up to 5% of the participant's base
compensation and makes profit sharing contributions up to
6% of the participant's base compensation. The percentage
for the Company's matching contribution and profit sharing
contribution is determined for each of the Thrifts based
on the individual Thrift's annualized return on equity for
each quarter as follows:
Match and
Profit Sharing
Return on Equity Percentages
Less than 4% 0%
4% to less than 8% 25%
8% to less than 12% 50%
12% to less than 16% 75%
16% or more 100%
C. Participant Accounts
Each participant's account is credited with the
participant's contributions and allocations of (a) the
Company's contributions and (b) Plan earnings and charged
with an allocation of administrative expenses.
Allocations are based on participant earnings or account
balances, as defined. Forfeited balances of terminated
participants' nonvested accounts are in addition to
Company contributions. The benefit to which a participant
is entitled is the benefit that can be provided from the
participant's vested account.
D. Vesting
The participant contributions and Company-match
contributions are immediately vested. The participants
vest in the profit sharing contributions at 10% per year
for the first four years and at 20% per year thereafter,
until fully vested at seven years.
E. Investment Options
Upon enrollment in the Plan, participating employees may
elect for their contributions and allocated employer
profit sharing contributions to be invested in any of five
investment funds as follows:
Participant-directed funds:
- The Equity Fund is an unsegregated diversified managed
fund invested in equity investments selected by the
Trustees. During 1994 the Equity Fund was invested in
the Vanguard Wellington mutual fund. Effective January 3,
1995, all Equity Fund investments were transferred
to the Fidelity Puritan Fund.
- The Fixed Fund consists of investments in certificates
of deposit and/or interest-bearing deposit accounts of
the Thrifts.
- The Stock Fund invests in common stock of First
Financial Holdings, Inc.
- The Growth Fund is an unsegregated diversified managed
balanced fund that seeks to provide long-term growth of
capital. During 1994, the Growth Fund was invested in
the Vanguard Morgan Growth mutual fund. Effective
January 3, 1995, all Growth Fund investments were
transferred to the Fidelity Value Fund.
- The Bond Fund is an unsegregated diversified managed
fixed income fund that invests primarily in investment
grade bonds and seeks to provide a high level of
current income consistent with the maintenance of
principal and liquidity. During 1994, the Bond Fund
was invested in the Vanguard Fixed Income Securities-
Long-Term Corporate Portfolio mutual fund. Effective
January 3, 1995, all Bond Fund investments were
transferred to the Fidelity Intermediate Bond Fund.
Participant-directed and nonparticipant-directed funds:
The Companies' matching contributions are invested in
common stock of First Financial Holdings, Inc.
Information is not available to report the participant-
directed and nonparticipant-directed stock investments
separately.
During 1995, participants could change their investment
options quarterly.
F. Loans Receivable from Participants
Participants may borrow from the Plan after one year of
participation. A participant must borrow at least $2,500
with the maximum amount being the lesser of (1) $50,000
less any outstanding balance on Plan loans over the last
12 months, or (2) the greater of $10,000 or one-half of
the participant's Plan account balance. Generally, Plan
loans are limited to one-half of the participant's Plan
account balance. In addition, the amounts invested in the
Stock Fund are not available for borrowing.
G. Payment of Benefits
On termination of service due to death, disability or
retirement, a participant will receive the value of the
participant's vested interest in his or her account. A
participant is no longer eligible to participate in the
Plan after retirement or termination.
A participant may also receive a hardship distribution
upon meeting certain immediate financial need requirements
and receiving management approval.
2. Summary of Accounting Policies
A. Basis of Accounting
The financial statements of the Plan are prepared under
the accrual method of accounting.
B. Investment Valuation and Income Recognition
Plan investments are stated at fair value. Shares of
registered investment companies are valued at quoted
market prices which represent the net asset value of
shares held by the Plan at year end. The First Financial
Holdings, Inc. stock in the Stock Fund is valued at the
average of the bid and asked quoted market price. Loans
receivable from participants are valued at cost which
approximates fair value.
Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the
accrual basis. Dividends are recorded on the ex-dividend
date.
C. Payment of Benefits and Withdrawals
Benefits are recorded when paid. Benefits attributable to
terminated employees at December 31, 1995 and 1994, which
were paid in the subsequent year, were $89,123 and
$163,963, respectively.
Amounts allocated to withdrawing participants may be
recorded on the Form 5500 for benefit claims that have
been processed and approved for payment prior to December
31 but not yet paid as of that date.
D. Use of Estimates
In conforming to generally accepted accounting principles,
preparation of the financial statements requires the use
of estimates made by management.
3. Investments
Plan assets are held in a trust established pursuant to an
agreement between the Company and the Trustees, who are
officers of the Company or Thrifts. The Trustees direct the
investment activities of the trust and have full
discretionary authority for the purchase and sale of
investments, subject to the participants' investment
elections and certain other specified limitations. The fair
values of the investments of the trust at December 31, 1995
and 1994, were as follows:
<TABLE>
<S> <C> <C>
1995 1994
Cash demand deposits held by:
Vanguard Wellington Fund $ - $ 4,217,146
Vanguard Fixed Income Securities -
Long-Term Corporate Portfolio Fund - 263,496
Vanguard Morgan Growth Fund - 1,601,331
First Financial Holdings, Inc. 198,323 257,545
Mutual Funds:
Fidelity Puritan Fund 5,183,969 -
Fidelity Intermediate Bond Fund 312,887 -
Fidelity Value Fund 2,252,317 -
Certificates of deposit accounts:
First Federal or Peoples Federal 3,217,624 3,570,833
Equity securities:
First Financial Holdings, Inc.
common stock 6,977,714 5,594,435
Total investments $18,142,834 $15,504,786
</TABLE>
On December 30, 1994, the Plan sold all units in the
Vanguard mutual funds. The Vanguard funds held the cash at
year end and transferred the funds, at the Trustees'
direction, to Fidelity mutual funds on January 3, 1995.
Certificates of deposit at December 31, 1995, consisted of
amounts on deposit with the Thrifts with interest rates
ranging from 3.67% to 8.30%, and maturities of three months
to five years. During 1995 and 1994, the Plan's mutual
funds appreciated (depreciated) in value in the amounts of
$1,239,494 and $(319,331), respectively. During 1995 and
1994, the Plan's equity securities appreciated (depreciated)
in value in the amounts of $800,172 and $(126,236),
respectively. These amounts represent the total of the net
realized gain or loss from investment transactions and the
net unrealized appreciation or depreciation of investments.
The method used in calculating realized gains and losses is
based on average net cost.
The investments of the Stock Fund on the Statements of Net
Assets Available for Benefits, include certain invested cash
to be used for future purchases of equity securities.
4. Contributions
The Thrift's quarterly return on equity resulted in the
following estimated average employer matching contributions
(for those participants contributing at least 5%) and
employer profit sharing contributions.
1995 1994
Employer matching contributions:
First Federal 2.81% 2.50%
Peoples Federal 3.75% 4.69%
Employer profit sharing contributions:
First Federal 3.38% 3.00%
Peoples Federal 4.50% 5.63%
These estimates represent the multiplication of the average
return on equity percentages (in accordance with the
schedule in Note 1.B.) times the 5% maximum matching
percentage and 6% profit sharing percentage, respectively.
5. Related Party Transactions
The Plan is administered by a committee consisting of three
or more persons who are officers of the Company or the
Thrifts. Members are appointed by the Company's Board of
Directors.
Expenses incurred in connection with the administration of
the Plan are paid by the Plan. Administrative expenses paid
by the Plan during 1995 and 1994 amounted to $51,005 and
$56,074, respectively.
6. Tax Status
The Internal Revenue Service has previously informed the
Plan's administrators that the Plan is qualified under
Sections 401(a) and 401(k) of the Internal Revenue Code and
of the exempt status of the trust under Section 501(a) of
the Code.
The Plan obtained its latest determination letter on May 20,
1996, in which the IRS stated that the Plan, as then
designed, was in compliance with the applicable requirements
of the Internal Revenue Code. Further, the continued
qualification of the Plan is dependant on its effect in
operations. The Plan administrator and the Plan's legal
counsel believe that the Plan is currently designed and
being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, they
believe that the Plan was qualified and that the related
trust was tax exempt as of the financial statement date.
7. Amendments to the Plan
The Plan was amended during 1993 through 1995 for certain
technical requirements of the Unemployment Compensation
Amendment Act of 1992, Omnibus Budget Reconciliation Act of
1993 and Tax Reform Act of 1986, as well as resolutions of
the Trustees. The more significant amendments were as
follows:
A. Effective October 1994 and in certain cases earlier
dates:
1. Limit compensation for purposes of determining tax-
deferred contributions.
2. Refine the definition of the highly compensated
employee group and compliance tests.
B. Effective January 1, 1995: Established use of next
Valuation Date for determination of the amount of
benefits payable, lump sum payments and payments within
a reasonable time.
8. Plan Termination
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject
to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in
their accounts.
<PAGE>
<TABLE>
<CAPTION>
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Schedule I
Assets Held for Investment Purposes - Item 27a
December 31, 1995
<S> <C> <C>
Identity of Issue, Borrower, Current
Lessor or Similar Party Description of Investment Cost Value
Cash on deposit with:
First Federal or
Peoples Federal* Interest-bearing deposits $ 198,323 $ 198,323
Mutual Funds:
Fidelity Puritan Fund 5,183,969 5,183,969
Fidelity Intermediate Bond Fund 312,887 312,887
Fidelity Value Fund 2,252,317 2,252,317
Certificates of deposit:
First Federal or
Peoples Federal* Maturing 1996 - 2000 3,217,624 3,217,624
Common Stock:
First Financial
Holdings, Inc.* 362,279 shares of common stock 4,060,626 6,977,714
Total investments on balance sheet 15,225,746 18,142,834
Loans due from participants Bearing various interest
rates and maturities 210,421 210,421
Total investments $15,436,167 $18,353,255
*Parties-in-interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Schedule II
Schedule of Reportable Transaction - Item 27d
Year Ended December 31, 1995
Sales
<S> <S> <C> <C> <C> <C> <S>
Identity of Party Involved Description of Assets Purchases Proceeds Cost Net Gain (Loss)
First Federal or
Peoples Federal* Certificates of deposit $1,134,400 $1,484,400 $1,484,400 $ -
First Financial Holdings* Common Stock $ 871,806 $ 288,718 $ 183,162 $ 105,556
*Parties-in-interest
See accompanying independent auditors' report
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
First Financial Holdings, Inc.
Sharing Thrift Plan
Date: July 15, 1996 By: /s/ A. Thomas Hood
A. Thomas Hood
Member of The First Financial
Holdings, Inc. Sharing Thrift
Plan Committee
<PAGE>
MCLAIN, MOISE & ASSOCIATES, PC
Certified Public Accountants Maritime Bldg. Suite 101
215 East Bay Street
Charleston, S.C. 29401
Tel: (803) 577-0414
Fax: (803) 577-0428
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
First Financial Holdings, Inc.
We consent to the inclusion of our report dated July 10, 1996,
with respect to the Statement of Net Assets Available for
Benefits, With Fund Information as of December 31, 1995 and 1994,
and the related Statement of Changes in Net Assets for Benefits,
With Fund Information for the years ended December 31, 1995 and
1994, which report appears in the Form 11-K of First Financial
Holdings, Inc. dated July 15, 1996.
Charleston, South Carolina
July 12, 1996
