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: March 15, 1995
CAROLINA FIRST CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina 0-15083 57-0824914
(State of other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number)
102 South Main Street, Greenville, South Carolina 29601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 255-7900
The Exhibit Index appears on page 4 hereof.
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Item 4. Changes in Registrant's Certifying Accountant
At its Board meeting on March 15, 1995, the Company's Board of Directors
determined to dismiss Elliott Davis & Company, LLP ("ED&C") and to engage
KPMG Peat Marwick LLP ("KPMG") as the Company's auditors for the 1995 fiscal
year. ED&C has served as the Company's principal accountants since its
inception in 1986. The change in auditors resulted from the Board's decision
that it was in the Company's best interest to utilize a national accounting
firm, with its attendant size, experience and expertise.
ED&C's report on the financial statements for the past two years has not
contained an adverse opinion or a disclaimer of opinion, nor was it qualified
or modified as to uncertainty, audit scope, or accounting principles.
The determination to change the Company's principal accounting firm was
recommended to the Board of Directors by the Company's Audit Committee.
The determination to change the Company's principal accounting firm
was recommended to the Board of Directors by the Company's Audit Committee.
During the past two years and subsequent interim periods, there was
one matter which may be construed to be a "reportable event" within the
meaning of Item 304(a)(1)(v)(A) through (D)(1) of Regulation S-K.
After the 1993 fiscal year audit, ED&C expressed concerns over the future
value of certain intangible assets and the amortizable lives and amortization
methods used for certain other intangible assets.
This matter was fully discussed with the Company's Audit Committee. This
issue was resolved to the satisfaction of the Company and ED&C during 1994,
with the items being accounted for as recommended by ED&C.
The Company has authorized ED&C to respond fully to inquiries of KPMG
Peat Marwick regarding these issues.
Except for the matter discussed above, during the past two years and
subsequent interim periods, there were no other "reportable events" within
the meaning of Item 304(a)(1)(v)(A) through (D)(1) of Regulation S-K.
During 1994, KPMG provided accounting research to assist in evaluating
certain policies and procedures related to: (1) intangibles - capitalization,
cost allocation and amortization (premium for credit card purchases, branch
acquisitions, mortgage banking acquisitions and acquisition related conversion
costs and other deferred costs), (2) FAS 109 calculations and disclosure
and 3) a possible sale or securitization of Carolina First Bank's credit
card portfolio. (A securitization of the credit card portfolio was
consummated on January 24, 1995.) The presentation consisted primarily of
a summary of current accounting practices prescribed by the FASB, EITF,
SEC or other relevant sources. This accounting research was presented jointly
to the Company's management, the Audit Committee and ED&C. There was no
disagreement by ED&C with the research by KPMG.
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SIGNATURES
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.
CAROLINA FIRST CORPORATION
March 21, 1995 By: /s/ William S. Hummers III
William S. Hummers III
Executive Vice President
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Exhibit Index
16.1 Letter of Elliott, Davis & Company, LLP
4
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EXHIBIT 16.1
Elliott, Davis & Company, LLP
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen/Ladies:
This letter is provided by Elliott, Davis & Company, LLP in connection
with that certain Current Report on Form 8-K of Carolina First Corporation
dated March 15, 1995, which Current Report concerns Carolina First
Corporation's selection of KPMG Peat Marwick as the Company's independent
auditors for the 1995 fiscal year.
Elliott, Davis & Company, LLP hereby confirms that it agrees with the
contents and disclosure set forth in the above-referenced Current Report.
Elliott, Davis & Company, LLP
