UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Affinity Technology Group, Inc.
(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
(Title of Class of Securities)
00826M 10 3
(CUSIP Number)
William S. Hummers III
Post Office Box 1029
Greenville, South Carolina 29602
(864) 255-7913
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 1996 (Registration under Section 12 of the Securities Exchange
Act of 1934 in connection with initial public offering)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ( ).
Check the following box if a fee is being paid with the statement ( ).
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 00826M 10 3 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carolina First Corporation
57-0824914
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( )
(b)( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Carolina
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,999,706
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
5,999,706
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,999,706
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 20.3% (after consummation of expected initial
public offering)
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 3 of 5
Item 1. Security and Issuer
This Statement on Schedule 13D (this "Statement") relates to the
Common Stock, par value $.0001 per share ("Common Stock"), of Affinity
Technology Group, Inc. (the "Company"). The Company's principal
executive offices are located at 1333 Main Street, Suite 101, Columbia,
South Carolina 29201-3201.
Item 2. Identity and Background
(a)-(c) The person filing this Statement is Carolina First
Corporation ("CFC"), which is a South Carolina corporation headquartered
in Greenville South Carolina, on behalf of Blue Ridge Finance Company,
Inc. ("BRFC"), its wholly-owned subsidiary which owns the securities
disclosed herein. The principal business address of CFC is 102 South
Main Street, Greenville, South Carolina 29601. BRFC and CFC are
financial institutions.
(d)-(e) During the last five years, neither BRFC nor CFC has been
convicted in a criminal proceeding or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgement, decree or final
order enjoining future violations of, or prohibiting or maintaining
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
BRFC owns 128,366 shares of Common Stock (the "Shares") and has a
warrant (the "Warrant") to purchase an additional 5,871,340 shares of
Common Stock. The Shares and the Warrant were acquired by CFC on
November 8, 1995 and transferred to BRFC on April 15, 1996. The source
of funds to purchase the shares and the warrant was the working capital
of CFC. The Shares and Warrant were acquired in connection with lending
arrangements between CFC and the Company and services performed by CFC
on behalf of the Company and only a nominal amount of funds were paid
(the "Purchase Price") in connection with the acquisition of the Shares
and the Warrant. No part of the Purchase Price is or will be represented
by funds or other consideration borrowed or otherwise obtained for the
purpose of acquiring, holding, trading or voting the Shares or the
Warrant.
Item 4. Purpose of Transaction.
(a)-(j) The purpose of the acquisition of the Shares and the
Warrant was to acquire an equity interest in the Company. Neither CFC
nor BRFC have any plans or proposals with respect to the Company which
relate to any of the items set forth in Item 4 (a) through (j) of
Schedule 13D. This filing is being made in connection with the Company's
registration of its Common Stock under Section 12(g) of the Securities
Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer.
(a) BRFC owns the Shares (128,366 shares of Common Stock) and the
Warrant (the right purchase an additional 5,871,340 shares of Common
Stock). The Warrant is currently exercisable. However, unless prior
written approval of the Board of Governors of the Federal Reserve Board
(the "Federal Reserve Board") is received, the Warrant may not be
exercised in whole or in part if, after such exercise, the holder of the
Warrant will beneficially own 5% or more of the Common Stock of the
Company then outstanding.
After consummation of the Company's initial public offering, the
Shares and the shares represented by the Warrant are expected to
constitute approximately 20.2% of the Company's total outstanding shares
of Common Stock. BRFC has sole voting and power of disposition with
respect to the Shares and the Warrant.
(b) BRFC retains sole power with respect to voting and disposition
of the Shares and the Warrant.
(c) None.
<PAGE>
Page 4 of 5
(d)-(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The Warrant is currently exercisable. However, unless prior written
approval of the Federal Reserve Board is received, the Warrant may not
be exercised in whole or in part if, after such exercise, the holder of
the Warrant will beneficially own 5% or more of the Common Stock of the
Company then outstanding. The Warrant will terminate (to the extent not
exercised) on December 31, 2015. The Warrant is included as an exhibit
to this filing.
CFC has a letter agreement with the Federal Reserve Board which, in
substance, provides that CFC will not take certain actions which would
result in its controlling the Company. This letter agreement is
attached hereto as an exhibit.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1: Warrant to Purchase Common Stock of Affinity
Financial Group, Inc. dated as of November 8, 1995.
Exhibit 2: Amendment No. 1 with Respect to Warrant to Purchase
Common Stock of Affinity Financial Group, Inc. dated
as of December 28, 1995.
Exhibit 3: Letter Agreement between Carolina First Corporation
and the Board of Governors of the Federal Reserve
Board.
Exhibit 4: Assignment of Warrant between Carolina First
Corporation and Blue Ridge Finance Company, Inc.
dated April 15, 1996.
<PAGE>
Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned officer, on behalf of CFC, certifies that the
information set forth in this statement is true, complete and correct.
April 2, 1996
(Date)
CAROLINA FIRST CORPORATION
On its own behalf and on behalf of
Blue Ridge Finance Company, Inc., its
wholly-owned subsidiary
By: /s/ William S. Hummers III
Executive Vice President
<PAGE>
EXHIBIT 1 TO SCHEDULE 13D
THIS WARRANT AND THE SHARES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES
ACT") OR ANY APPLICABLE STATE SECURITIES LAW. THIS WARRANT AND THE
UNDERLYING SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO OR FOR RESALE IN CONNECTION WITH THE DISTRIBUTION THEREOF. NO
DISPOSITION OF THE WARRANT OR THE UNDERLYING SHARES MAY BE MADE IN THE
ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAW OR (II) AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH DISPOSITION WITHOUT
REGISTRATION IS IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAW.
WARRANT
TO PURCHASE COMMON STOCK OF AFFINITY FINANCIAL GROUP, INC.
FOR GOOD AND VALUABLE CONSIDERATION RECEIVED, Carolina First
Corporation, a South Carolina corporation ("Warrant Holder" or, with its
successors and assigns, "holder"), is hereby entitled to purchase from
Affinity Financial Group, Inc., a Delaware corporation (the "Company"),
at any time and from time to time (subject to Section 2.5 hereof), at a
purchase price of $.01 per share, 62,890 shares of duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock (as
defined below), subject to adjustment as provided in Article IV.
ARTICLE I
CERTAIN DEFINITIONS
For all purposes of this Warrant, unless the context otherwise
requires, the following terms shall have the following respective
meanings:
"Act": the Securities Act of 1933, as amended, or any similar
federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the time.
"Beneficially Own": the term Beneficially Own shall have the
meaning ascribed to such term in Rule 13d-3 of the Securities Exchange
Act of 1934, as amended, or any successor rule.
"Commission": the Securities and Exchange Commission, or any other
federal agency then administering the Act.
"Common Stock": the Company's authorized Common Stock, no par
value per share, as such class existed on the date of issuance of this
Warrant and any other securities as to which this Warrant becomes
exercisable pursuant to Article IV.
"Company": Affinity Financial Group, Inc., a Delaware corporation,
and any other corporation assuming or required to assume the Warrant
pursuant to Section 4.3.
"Federal Reserve Board": the Board of Governors of the Federal
Reserve System.
"Person": any individual, corporation, partnership, trust,
unincorporated organization, government, or any political subdivision,
instrumentality or agency of any government.
"Warrant Office": see Section 3.1.
"Warrant Shares": the shares of Common Stock purchasable from time
to time or purchased by the holder of the Warrant upon the exercise
thereof pursuant to Article II.
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"Warrant": this warrant and all warrants issued in substitution,
combination or subdivision therefor.
ARTICLE II
EXERCISE OF WARRANT
2.1 Method of Exercise. To exercise this Warrant in whole or in
part, the holder hereof shall deliver to the Company, at the Warrant
Office designated pursuant to Section 3.1: (a) a written notice, in
substantially the form of the subscription notice attached hereto as
Exhibit A, modified as appropriate to reflect any conditional exercise
or change in the terms of exercise hereinbelow described, of such
holder's election to exercise this Warrant, which notice shall specify
the number of shares of Common Stock to be purchased, (b) this Warrant
and (c) a check payable to the order of the Company in an amount equal
to the aggregate Warrant price for the number of shares of Common Stock
being purchased. Such election may be conditional if the holder so
desires, as in the case of an election to exercise this Warrant
contingent upon the occurrence of a change of control or other event
and, in such case, the holder may require such exercise to be effected
immediately before, simultaneous with, or immediately after such event
or at any other time, as requested by the holder, and the holder may
further change its instructions and withdraw or modify its election to
exercise the Warrant at any time prior to the requested date upon which
such exercise would otherwise be effected. The Company shall, as
promptly as practicable, and in any event within 14 days thereafter,
execute and deliver or cause to be executed and delivered, in accordance
with said notice, a certificate or certificates representing the
aggregate number of shares of Common Stock specified in said notice. The
stock certificate or certificates so delivered shall be in such
denominations as may be specified in said notice and shall be registered
in the name of such holder or such other name or names as shall be
designated in said notice; provided, however, the Company shall have no
obligation to issue such shares in any manner which would result in a
violation of the registration requirements of the Act or any applicable
Blue Sky laws. Such certificate or certificates shall be deemed to have
been issued and such holder or any other person so designated to be
named therein shall be deemed for all purposes to have become a holder
of record of such shares as of the date the notice and payment is
received by the Company as aforesaid. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of
the certificate or certificates, deliver to the holder a new Warrant
evidencing the rights to purchase the remaining shares of Common Stock
called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant, or, at the request of the
holder, appropriate notation may be made on this Warrant which shall
then be returned to the holder. The Company shall pay all expenses,
transfer (but not income) taxes and other charges payable in connection
with the preparation, issuance and delivery of stock certificates and
new Warrants, except that, in case stock certificates or new Warrants
shall be registered in a name or names other than the name of the holder
of this Warrant, funds sufficient to pay all transfer taxes which shall
be payable upon the issuance of stock certificates or new Warrants shall
be paid by the holder hereof promptly upon receipt of a written request
of the Company for payment.
2.2 Warrant Shares to be Fully Paid and Nonassessable. All shares
of Common Stock issued upon the exercise of this Warrant shall be duly
authorized, validly issued, fully paid and nonassessable and, if the
Common Stock is then listed on one or more national securities exchanges
or quoted on any automated quotation system, shall be duly listed or
quoted thereon.
2.3 Legend on Warrant Shares. The certificates or other
instruments which evidence any shares of Common Stock issued upon
exercise hereof shall, unless no longer required in the judgment of the
Company or as set forth in an opinion of counsel reasonably acceptable
to the Company, bear a legend substantially to the following effect in
conspicuous print:
These Shares were issued pursuant to that certain Warrant dated
November 8, 1995 granted to Carolina First Corporation by Affinity
Financial Group, Inc. (the "Warrant") and are subject to the terms
thereof, including the provision that, notwithstanding anything to
the contrary therein, Warrant Holder (as defined therein) may not
transfer any shares of Common Stock to a third party if, after such
transfer, such third party transferee will beneficially own 5% or
more of the Affinity Financial Group, Inc. Common Stock. A copy of
the Warrant will be provided upon request made to the principal
executive offices of Affinity Financial Group, Inc., a Delaware
corporation.
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2.4 Acknowledgment of Continuing Obligation. The Company will, at
the time of any exercise of this Warrant in whole or in part, upon
request of the holder hereof, acknowledge in writing its continuing
obligation to such holder in respect of any rights to which the holder
shall continue to be entitled after exercise in accordance with this
Warrant; provided, however, that the failure of the holder to make any
such request shall not affect the continuing obligation of the Company
to the holder in respect of such rights.
2.5 Limitations on Exercise. Notwithstanding anything to the
contrary herein, unless prior written approval of the Federal Reserve
Board is received, this Warrant may not be exercised in whole or in part
if, after such exercise, Warrant Holder will Beneficially Own 5% or more
of the Common Stock then outstanding.
2.6 Limitations on Transfer of Common Stock. Notwithstanding
anything to the contrary herein, unless prior written approval of the
Federal Reserve Board is received, Warrant Holder may not transfer any
shares of Common Stock to any Person (or Persons in a series of
transactions) if, after such transfer, such Persons will Beneficially
Own 5% or more of the Common Stock.
ARTICLE III
WARRANT OFFICE; TRANSFER OF WARRANT
3.1 Warrant Office. The Company shall maintain an office for
certain purposes specified herein (the "Warrant Office"), which office
shall initially be the Company's office at 1333 Main Street, Suite 101,
Columbia, South Carolina 29201 and may subsequently be such other office
of the Company or of any transfer agent of the Common Stock as to which
written notice has previously been given to the holder.
3.2 Transfer of Warrant. This Warrant may not be transferred, in
whole or in part, to any Person unless the Warrant Holder has received
the approval of the Federal Reserve Board. If such transfer is
approved, the Warrant may be transferred to any Person by presentation
to the Company of the Warrant and a written assignment, in a form
reasonably acceptable to the Company, duly executed by the holder hereof
along with written instructions for such transfer; provided, however,
the holder of this Warrant, by acceptance hereof, agrees not to transfer
the Warrant or the related Warrant Shares in any manner which would
result in a violation of the registration provisions of the Act or any
applicable Blue Sky Laws, and the Company shall not be required to take
any action hereunder which would result in a violation of such
provisions. Upon presentation for transfer in compliance with the terms
hereof, the Company shall promptly execute and deliver a new Warrant or
Warrants identical to this Warrant in the name or names of the
transferee or transferees and in the denominations specified in such
instructions. The Company shall pay all expenses, taxes (other than
income taxes) and other charges payable in connection with the
preparation, issuance and delivery of Warrants under this Section 3.2,
except that funds sufficient to pay all transfer taxes pertaining to the
transfer which shall be payable upon the issuance of such new Warrants
shall be paid by the holder hereof promptly upon receipt of written
request of the Company for payment.
ARTICLE IV
ANTI-DILUTION PROVISIONS
4.1 Number of Shares Subject to Adjustment. The number of shares
of Common Stock purchasable at any time hereunder (and/or other
securities and property which may become issuable hereunder) shall be
subject to adjustment from time to time as provided in this Article IV.
4.2 Effect of "Split-ups", "Split-downs" and Stock Dividends. In
case at any time or from time to time while the Warrant remains
outstanding the Company shall subdivide as a whole, by reclassification,
by the issuance of a stock dividend on the Common Stock payable in
Common Stock, or otherwise, the number of shares of Common Stock then
outstanding into a greater number of shares of Common Stock, with or
without par value, the number of shares of Common Stock which may be
purchased hereunder shall be increased proportionately. In case at any
time or from time to time while the Warrant remains outstanding the
Company shall consolidate as a whole, by reclassification or otherwise,
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the number of shares of Common Stock then outstanding into a lesser
number of shares of Common Stock, with or without par value, the number
of shares of Common Stock which may be purchased hereunder shall be
reduced proportionately.
4.3 Effect of Merger or Consolidation. In case the Company shall,
while this Warrant remains outstanding, enter into any consolidation
with or merge into any other corporation wherein the Company is not the
surviving corporation, or wherein securities of a corporation other than
the Company are distributable to holders of Common Stock, or sell or
convey 50% or more of its assets, and in connection with such
consolidation, merger, sale or conveyance, shares of stock or other
securities shall be issuable or deliverable in exchange for the Common
Stock, then, as a condition of such consolidation, merger, sale or
conveyance, lawful and adequate provision shall be made whereby the
holder of this Warrant shall thereafter be entitled to purchase pursuant
to this Warrant (in lieu of the number of shares of Common Stock which
such holder would have been entitled to purchase immediately prior to
such consolidation, merger, sale or conveyance) the shares of stock or
other securities to which such number of shares of Common Stock would
have been entitled at the time of such consolidation, merger, sale or
conveyance, at an aggregate purchase price equal to that which would
have been payable if such number of shares of Common Stock had been
purchased by exercise of this Warrant immediately prior thereto. In
case of any such consolidation, merger, sale or conveyance, appropriate
provision shall be made with respect to the rights and interests
thereafter of the holder of this Warrant, to the end that all the
provisions of this Warrant (including the provisions of this Article IV)
shall thereafter be applicable, as nearly as practicable, to such stock
or other securities thereafter deliverable upon the exercise of this
Warrant. The Company shall not effect any such consolidation, merger,
sale or conveyance unless prior to or simultaneously with the
consummation thereof the successor corporation (if other than the
Company) resulting from such consolidation or merger or purchasing or
acquiring such assets shall assume by written instrument, executed and
mailed or delivered to the holder of this Warrant, the obligation to
deliver to such holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be entitled to
receive, which instrument shall contain the express assumption by such
successor corporation of the due and punctual performance and observance
of every provision of this Warrant to be performed and observed by the
Company and of all liabilities and obligations of the Company hereunder.
4.4 Reorganization or Reclassification. In case of any capital
reorganization or any reclassification of the capital stock of the
Company (except as provided in Section 4.2) while this Warrant remains
outstanding, then as a condition of such capital reorganization or
reclassification, lawful and adequate provision shall be made whereby
the holder of this Warrant shall thereafter be entitled to purchase
pursuant to this Warrant (in lieu of the number of shares of Common
Stock specified in the first paragraph of this Warrant which such holder
would have been entitled to purchase immediately prior to such
reorganization or reclassification) the shares of stock of any class or
other securities or property to which such number of shares of Common
Stock would have been entitled at the time of such reorganization or
reclassification, at an aggregate purchase price equal to that which
would have been payable if such number of shares of Common Stock
specified in the first paragraph of this Warrant had been purchased
immediately prior to such reorganization or reclassification. In case
of any such capital reorganization or reclassification, appropriate
provision shall be made with respect to the rights and interests
thereafter of the holder of this Warrant, to the end that all the
provisions of this Warrant (including the provisions of this Article IV)
shall thereafter be applicable, as nearly as practicable, to such stock
or other securities or property thereafter deliverable upon the exercise
of this Warrant.
4.5 Statement of Adjustment: Accountants' Opinion. Upon each
adjustment of the number of shares of Common Stock, and in the event of
any change in the rights of the holder of this Warrant by reason of
other events herein set forth, then and in each case, the Company will
promptly (a) prepare a schedule setting forth the adjusted number of
shares entitled to be purchased hereunder, or specifying the other
shares of stock, securities or assets and the amount thereof receivable
as a result of such change in rights, and setting forth in reasonable
detail the method of calculation and the facts upon which such
calculation is based, and (b) if requested by a holder of the Warrant,
obtain an opinion of a firm of independent certified public accountants
of recognized national or regional standing selected by the Company's
Board of Directors (who may be the regular auditors of the Company)
that, based upon the Warrant and a review of the aforementioned
schedules prepared by the Company, such computations were made in
accordance with the provisions of the Warrant. The Company will
promptly mail a copy of such schedule and of such accountants' opinion
to the registered holder of this Warrant.
4.6 Determinations by the Company. All determinations by the
Company under the provisions of this Warrant
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shall be made in good faith with due regard to the interests of the
holder of this Warrant and in accordance with good financial practice.
4.7 Notification by the Company. If the Company proposes:
(a) to declare any dividend upon its Common Stock
payable in cash or stock or make any other distribution to the
holders of its Common Stock;
(b) to make an offer for subscription pro rata to the
holders of its Common Stock of any additional shares of stock of
any class or other rights;
(c) to effect any capital reorganization or
reclassification of the capital stock of the Company, or
consolidation or merger of the Company with, or sale or transfer
of all or substantially all its assets to, another corporation;
or
(d) to effect a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;
then, in any one or more of said cases, the Company shall give, by first
class mail, postage prepaid, addressed to the holder at the address of
such holder as shown on the books of the Company, (A) at least ten (10)
days' prior written notice of the date on which the books of the Company
shall close or a record shall be taken for such dividend, distribution
or subscription rights or for determining rights to vote in respect of
any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, or (B) in the case of any such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, at least ten (10) days' prior
written notice of the date when the same shall take place. Such notice
in accordance with the foregoing clause (A) shall also specify, in the
case of any such dividend, distribution or subscription rights, the date
on which the holders of Common Stock shall be entitled thereto, and such
notice in accordance with the foregoing clause (B) shall also specify
the date on which the holders of Common Stock shall be entitled to
exchange their Common Stock for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, as the case may be. In each case
ten (10) days' prior written notice shall mean notice received by the
holders at least ten (10) days before the applicable event or
circumstance.
ARTICLE V
CERTAIN COVENANTS OF THE COMPANY
The Company covenants and agrees that:
(a) it will authorize, reserve and set apart and have at all
times, free from preemptive rights, a number of shares of authorized but
unissued Common Stock or other securities or property deliverable upon
the exercise of this Warrant sufficient to enable it at any time to
fulfill all its obligations hereunder;
(b) this Warrant shall be binding upon any corporation succeeding
to the Company by merger or consolidation;
(c) the Company will from time to time take all such action as may
be requisite to assure that the par value per share of the Common Stock
is at all times equal to or less than the per share exercise price
provided hereunder;
(d) if any shares of Common Stock to be reserved for the purpose
of exercise of this Warrant require registration or listing with, or
approval of, any governmental authority, stock exchange or other
regulatory body under any federal or state law or regulation or
otherwise (except that no registration under the Securities Act of 1933
shall be required) in order for such shares to be validly issued and
delivered upon exercise of this Warrant, the Company will in good faith
and as expeditiously as possible endeavor to secure such registration,
listing or approval, as the case may be; and
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(e) it will not repurchase outstanding shares or otherwise take any
action which would cause Warrant Holders to Beneficially Own 5% or more
of the Common Stock then outstanding; and
(f) the capitalization of the Company on October 27, 1994 and on
November 1, 1995 was and is as set forth in Exhibit B attached hereto.
ARTICLE VI
MISCELLANEOUS
6.1 Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware.
6.2 Waiver and Amendment. Any term or provision of this Warrant
may be waived at any time by the party which is entitled to the benefits
thereof and any term or provision of this Warrant may be amended or
supplemented at any time by agreement of the holder and the Company,
except that any waiver of any term or condition, or any amendment or
supplementation, of this Warrant must be in writing. A waiver of any
breach or failure to enforce any of the terms or conditions of this
Warrant shall not in any way affect, limit or waive a party's rights
hereunder at any time to enforce strict compliance thereafter with any
term or condition of this Warrant.
6.3 Illegality. In the event that any one or more of the
provisions contained in this Warrant shall be determined to be invalid,
illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in any other respect
and the remaining provisions of this Warrant shall not, at the election
of the party for whom the benefit of the provision exists, be in any way
impaired.
6.4 Filing of Warrant. A copy of this Warrant shall be filed in
the records of the Company.
6.5 Notice. Any notice or other document required or permitted to
be given or delivered to the holder shall be delivered personally, or
sent by certified or registered mail, to such holder at the last address
shown on the books of the Company maintained at the Warrant Office for
the registration of, and the registration of transfer of, the Warrant or
at any more recent address of which the holder shall have notified the
Company in writing. Any notice or other document required or permitted
to be given or delivered to the Company, other than such notice or
documents required to be delivered to the Warrant Office, shall be
delivered at, or sent by certified or registered mail to, the office of
the Company described above or such other address within the United
States of America as shall have been furnished by the Company to the
holder in accordance herewith.
6.6 Loss, Destruction, Etc. of Warrant. Upon receipt of evidence
satisfactory to the Company of the loss, theft, mutilation or
destruction of the Warrant, and in the case of any such loss, theft or
destruction, upon delivery of a bond of indemnity in such form and
amount as shall be reasonably satisfactory to the Company, or in the
event of such mutilation, upon surrender and cancellation of the
Warrant, the Company will make and deliver a new Warrant, of like tenor,
in lieu of such lost, stolen, destroyed or mutilated Warrant. Any
Warrant issued under the provisions of this Section 6.6 in lieu of any
Warrant alleged to be lost, destroyed or stolen, or in lieu of any
mutilated Warrant, shall constitute an original contractual obligation
on the part of the Company.
6.7 Limitation of Liability; Not Stockholders. No provision of
this Warrant shall be construed as conferring upon the holder hereof the
right to vote, consent, receive dividends or receive notice, other than
as herein expressly provided, in respect of meetings of stockholders for
the election of directors of the Company or any other matter whatsoever
as a stockholder of the Company. No provision hereof, in the absence of
affirmative action by the holder hereof to purchase shares of Common
Stock, and no mere enumeration herein of the rights or privileges of the
holder hereof, shall give rise to any liability of such holder for the
purchase price of any Warrant Shares or as a stockholder of the Company,
whether such liability is asserted by the Company or by creditors of the
Company.
6.8 Termination of Warrant. This Warrant will terminate (to the
extent not exercised) on December 31, 2015.
6
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed in its name by its President and its corporate seal to be
impressed hereon and attested by its Secretary.
AFFINITY FINANCIAL GROUP, INC.
November 8, 1995 By: /s/
Jeff A. Norris, Chief Executive Officer
[CORPORATE SEAL]
Attest:
/s/
Secretary
7
<PAGE>
EXHIBIT A
FORM OF SUBSCRIPTION NOTICE
Affinity Financial Group, Inc.
The undersigned, the holder of the foregoing Warrant, hereby elects
to exercise purchase rights represented by said Warrant for, and to
purchase thereunder, shares of the Common Stock covered
by said Warrant and herewith makes payment in full therefor of $ by
check payable to the order of the Company, and requests (a) that
certificates for such shares (and any securities or other property
issuable upon such exercise) be issued in the name of and delivered
to whose address is
and whose taxpayer identification number is and (b)
if such shares shall not include all of the shares issuable as provided
in said Warrant, that a new Warrant of like tenor and date for the
balance of the shares issuable thereunder be delivered to the
undersigned.
Warrant Holder
By:
, President
Dated:
EXHIBIT B
Capitalization at October 27, 1994 and Capitalization at November 1, 1995
<PAGE>
EXHIBIT 2 TO SCHEDULE 13D
AMENDMENT No. 1
with respect to
WARRANT
TO PURCHASE COMMON STOCK OF AFFINITY FINANCIAL GROUP, INC.
This Amendment No. 1 is executed with respect to that certain
Warrant to Purchase Common Stock of Affinity Financial Group, Inc. (now
known as Affinity Technology Group, Inc.) (the "Warrant") held by
Carolina First Corporation, a South Carolina corporation ("Warrant
Holder" or, with its successors and assigns, "holder"), which Warrant
entitled Warrant Holder to purchase 62,890 shares of Common Stock of
Affinity Technology Group, Inc., a Delaware corporation (the "Company")
in accordance with the terms thereof.
WHEREAS, Warrant Holder has exercised its rights to receive 7,500
shares of the total 62,890 shares issuable pursuant to the Warrant;
WHEREAS the Company has issued to Warrant Holder such 7,500 shares;
WHEREAS the Company and Warrant Holder desire to amend the Warrant
to reflect that it currently represents the right to receive 55,390
shares of Company Common Stock;
NOW, THEREFORE, the Warrant Holder hereby amends the Warrant as
follows:
As a result of the partial exercise of the Warrant with respect to
7,500 shares, the Warrant is hereby amended to state that the shares of
Company Common Stock issuable thereunder is changed from 62,890 shares
to 55,390 shares. The Warrant is otherwise unchanged and remains in full
force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to
be signed in its name by its President and its corporate seal to be
impressed hereon and attested by its Secretary.
AFFINITY TECHNOLOGY GROUP, INC.
December 28, 1995 By: /s/
Jeff A. Norris, Chief Executive Officer
[CORPORATE SEAL]
Attest:
/s/
Secretary
CONSENT AND AGREE:
/s/
Carolina First Corporation
William S. Hummers III
1
<PAGE>
EXHIBIT 3 TO SCHEDULE 13D
FEDERAL RESERVE BANK OF RICHMOND
POST OFFICE BOX 27622
RICHMOND, VIRGINIA 23261
(804) 697-8000
November 22, 1995
William S. Hummers, III
Executive Vice President
Carolina First Corporation
P.O. Box 1029
Greenville, South Carolina 29602
Re: Investment of Carolina First Corporation in Affinity Financial Group, Inc.
Dear Mr. Hummers:
This is in response to your letter of October 26, 1995 regarding the
investment by Carolina First Corporation ("CFC"), a bank holding company,
in Affinity Financial Group, Inc. ("Affinity").
Affinity is a privately held corporation which has developed an automatic
loan machine ("ALM"). CFC assisted in the development of the ALM in a
consultative capacity but was not paid a fee. Affinity is currently negotiating
to engage in an Initial Public Offering of its stock and is not in a position
to pay CFC in cash. Instead, CFC and Affinity entered into an agreement on
February 27, 1995 (the "Agreement") whereby CFC was granted stock options
amounting to 29.5% of the total amount of Affinity's stock issued and
outstanding on October 24, 1994, or cash compensation having substantially
equivalent value.
CFC has represented that the proposed investment in Affinity would be
permissible if made by a Small Business Investment Company ("SBIC") owned
by CFC. CFC has further represented that no violations of the Securities
Act of 1933 or the Securities Exchange Act of 1934 would occur in connection
with the exercise of CFC's options and no filings would be required to be
made to the Securities and Exchange Commission. Finally, CFC and its
personnel and affiliates will never own, control, or hold power to vote 5%
or more of any class of voting stock of Affinity at any time or to influence
Affinity's management or policies.
CFC wishes to invest in the stock of Affinity and to exercise its options
and has agreed to abide by certain conditions, in particular, CFC will not,
without the prior approval of the Federal Reserve Bank of Richmond:
<PAGE>
Letter to William S. Hummers, III
November 22, 1995
Page 2
(1) exercise or attempt to exercise a controlling influence
over the management of policies of Affinity;
(2) have or seek to have any employee or representative
of CFC serve as an officer, agent or employee of Affinity;
(3) take any action causing Affinity to become a
subsidiary of CFC;
(4) acquire or retain shares that would cause the
combined interest of CFC and its officers, directors and
affiliates to equal or exceed 5% of any class of outstanding
voting shares of Affinity at any time;
(5) propose a director or slate of directors in opposition
to a nominee or slate of nominees proposed by
management or board of directors of Affinity;
(6) attempt to influence the dividend policies of Affinity;
(7) solicit or participate in soliciting proxies with respect
to any matter presented to the shareholders of Affinity;
(8) attempt to influence the decisions or policies of
Affinity, the pricing of services, any personnel decision, the
location of any offices, or similar activities of Affinity;
(9) use the disposition of, exercise rights to acquire, or
use any threat to dispose of or acquire shares of Affinity in
any manner to induce or encourage specific actions or
nonaction by Affinity;
(10) seek or accept representation on the board of
directors of Affinity; or
(11) sell any Affinity shares to any person that would
cause that person's aggregate interest in Affinity to equal
or exceed 5% of the outstanding shares of Affinity.
<PAGE>
Letter to William S. Hummers, III
November 22, 1995
Page 3
The Agreement referenced above has been cancelled and a Warrant to Purchase
Common Stock of Affinity Financial Group, Inc. (the "Warrant"), a copy of which
was attached to your letter of October 26, 1995 and which is hereby incorporated
by reference, will be executed by Affinity and CFC.
Based upon all the facts of record, including the representations, conditions
and commitments made by CFC referenced in this letter, the Federal Reserve Bank
of Richmond does not believe that CFC is required under the Bank Holding Company
Act or the Change in Bank Control Act to file any further notice or application
for the series of investments it may make in Affinity in accordance with its
Warrant. This view, which has not been reviewed by the Board of Governors of the
Federal Reserve System, is expressly contingent upon the understanding that
CFC will comply fully with all representations, conditions and commitments
contained in this letter or made in connection with this proposed investment.
Very truly yours,
(Signature of Fred L. Bagwell appears here)
Fred L. Bagwell
Vice President
cc: James McAfee
Lloyd W. Bostian, Jr.
P. A. L. Nunley
<PAGE>
EXHIBIT 4 TO SCHEDULE 13D
ASSIGNMENT OF WARRANT
This ASSIGNMENT OF WARRANT is entered into as of this 15th day of
April, 1996 by and between Carolina First Corporation ("Assignor") and
Blue Ridge Finance Company, Inc. ("Assignee").
W I T N E S S E T H :
WHEREAS Assignor is the record holder of that certain Warrant dated
as of November 8, 1995, granted to Assignor by Affinity Technology
Group, Inc. ("Affinity") as such Warrant has been amended by Amendment
No. 1 to Warrant dated as of December 28, 1995 (the Warrant, as amended,
being hereinafter referred to as the "Warrant");
WHEREAS the Warrant currently represents the right to purchase
55,390 shares of Affinity Common Stock;
WHEREAS Assignor wishes to assign and convey the Warrant to
Assignee; and
WHEREAS the Assignee is willing to accept such assignment and
conveyance;
NOW, THEREFORE, Assignor hereby assigns, conveys and sells all of
its right title and interest in and to the Warrant to Assignee.
IN WITNESS WHEREOF, the parties have executed this Assignment of
Warrant as of the date first written above.
CAROLINA FIRST CORPORATION
/s/
William S. Hummers III, Executive Vice President
BLUE RIDGE FINANCE COMPANY, INC.
/s/
Mack I. Whittle, Jr., Chief Executive Officer
<PAGE>
