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, 1996
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. 1994 Employee Stock Purchase 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
<PAGE>
FIRST FINANCIAL HOLDINGS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
Financial Statements
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
Index
Independent Auditors' Report
Financial Statements for 1996 and 1995:
Statements of Net Assets Available for Plan Benefits
Statements of Changes in Net Assets Available for Plan Benefits
Notes to Financial Statements
Independent Auditors' Consent
Signature
<PAGE>
Independent Auditors' Report
The Trustees
First Financial Holdings, Inc.
1994 Employee Stock Purchase Plan:
We have audited the accompanying statements of net assets available for
plan benefits of First Financial Holdings, Inc. 1994 Employee Stock
Purchase Plan as of December 31, 1996 and 1995, and the related
statements of changes in net assets available for plan benefits for the
years then ended. These financial statements are the responsibility of
the Plan's Trustees. 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 audit
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 the Trustees, 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 plan
benefits of First Financial Holdings, Inc. 1994 Employee Stock Purchase
Plan at December 31, 1996 and 1995, and the changes in net assets
available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles.
KPMG Peat Marwick LLP
March 7, 1997
<PAGE>
FIRST FINANCIAL HOLDINGS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1996 and 1995
1996 1995
Assets:
Cash and cash equivalents $ 20,080 $ 319
Liabilities:
Due to First Financial Holdings, Inc. 19,802 -
Net assets available for plan benefits $ 278 $ 319
The accompanying notes are an integral part of these financial
statements.
FIRST FINANCIAL HOLDINGS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1996 and 1995
1996 1995
Additions to net assets attributed to:
Contributions from employees $ 83,583 $ 58,705
Deductions from net assets attributed to:
Common stock distributions to
participants 79,827 54,356
Withdrawal by participants from plan 3,797 4,030
Net increase (decrease) (41) 319
Net assets available for plan benefits
at beginning of year 319 -
Net assets available for plan benefits
at end of year $ 278 $ 319
The accompanying notes are an integral part of these financial
statements.
<PAGE>
Notes to Financial Statements
December 31, 1996 and 1995
1. Description of Plan
The following brief description of First Financial Holdings, Inc.
1994 Employee Stock Purchase Plan ("the Plan") is provided for
general informational purposes only. Participants should refer to
the Plan Agreement for a more complete description of the Plan's
provisions.
General
On July 28, 1994, the Board of Directors of First Financial
Holdings, Inc. ("the Corporation"), approved the establishment of
the Plan to enable the eligible employees of the Corporation and its
designated Subsidiaries with an opportunity to purchase common stock
of the Corporation through accumulated payroll deductions at a
discounted price of 90% of the fair market value. At the annual
meeting in January 1995, the stockholders of the Corporation
approved the Plan.
Participation in Plan
The Plan is a defined contribution employee stock purchase plan
sponsored by the Corporation. An employee who has been continuously
employed by the Corporation for at least six consecutive months, who
is employed by the Corporation on a given enrollment date and who is
scheduled to work at least 1,000 hours as an employee during each
calendar year shall be eligible to participate in the Plan for the
offering period commencing with such enrollment date (the first day
of each offering period). An offering period is a period of
approximately three months, beginning on the first trading day on or
after January 1, April 1, July 1, and October 1 of each year and
terminating on the last trading day on or before the end of the
period.
Contributions
Employees may contribute to the Plan through payroll deductions.
Eligible employees may elect to have payroll deductions made on each
payday during an offering period in an amount not exceeding ten
percent of their gross compensation.
Plan Administration
During the years ended December 31, 1996 and 1995, the Corporation
absorbed all costs of the Plan's administration.
Income Tax Status
It is the intention of the Corporation to have the Plan qualify as
an "Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the
accrual basis and present the net assets available for plan benefits
and changes in those net assets using fair values, based on quoted
market prices.
3. Grant and Exercise of an Option
On the enrollment date of each offering period, each eligible
employee participating in the Plan will be granted an option to
purchase, on each exercise date of such offering period, a certain
number of shares of the Corporation's common stock. The number of
shares is determined by dividing the employee's applicable payroll
deductions accumulated prior to the exercise date and retained in
the participant's account as of the exercise date by the applicable
purchase price. The purchase price is an amount equal to 90% of the
fair market value of a share of common stock on the enrollment date
or on the exercise date, whichever is lower.
Unless a participant withdraws from the Plan, his or her option will
be automatically exercised on the exercise date, and the maximum
number of full shares subject to option shall be purchased for the
participant at the applicable purchase price with the accumulated
payroll deductions in his or her account. No fractional shares will
be purchased; any payroll deductions accumulated in a participant's
account which are not sufficient to purchase a full share shall be
retained in the participant's account and applied toward the
purchase of shares in a subsequent offering period.
4. Withdrawal or Termination of Employment
A participant may withdraw all, but no less than all, of the
applicable payroll deductions credited to his or her account and not
yet used to exercise his or her option under the Plan at any time by
giving written notice to the Corporation.
When a participant ceases to be an employee for any reason, the
participant's option will be automatically terminated. Upon
termination of a participant's employment relationship, the payroll
deductions credited to the participant's account during the offering
period but not yet used to exercise the option will be returned to
such participant or, in the case of his or her death, to the
designated beneficiary.
5. Plan Termination
Although it has not expressed any intent to do so, the Corporation
has the right to terminate the Plan at any time. The termination
cannot affect options previously granted, provided that the Board of
Directors may terminate an offering period on any exercise date if
the Board determines that the termination of the Plan is in the best
interest of the Corporation and its stockholders.
6. Related Party Transactions
In 1996 and 1995, the Plan purchased 4,715 and 3,395 shares of First
Financial Holdings, Inc. common stock, respectively, on behalf of
the participants in the Plan.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Trustees
First Financial Holdings, Inc.
1994 Employee Stock Purchase Plan:
We consent to the incorporation by reference in the registration
statement (No. 33-57855) on Form S-8 of First Financial Holdings, Inc.
of our report dated March 17, 1997 relating to the statement of net
assets available for plan benefits of the First Financial Holdings, Inc.
1994 Employee Stock Purchase Plan as of December 31, 1996 and 1995,
and the related statement of changes in net assets available for plan
benefits for the years then ended, which report appears in the December 31,
1996 annual report on Form 11-K of the First Financial Holdings, Inc., 1994
Employee Stock Purchase Plan.
Greenville, South Carolina KPMG Peat Marwick LLP
March 17, 1997
<PAGE>
SIGNATURE
The Plan. 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.
1994 Employee Stock Purchase Plan
Date: March 27, 1997 By: /s/ Susan Baham
Susan Baham
Senior Vice President
Chief Financial Officer
Duly Authorized Representative
