As filed with the Securities and Exchange Commission on June 27, 1996.
Registration No. 33-______
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAROLINA FIRST CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina 57-0824914
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
102 South Main Street
Greenville, South Carolina 29601
(864) 255-7913
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive
offices)
William S. Hummers III, Executive Vice President
Carolina First Corporation
102 South Main Street
Greenville, South Carolina 29601
(864) 255-7913
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
William P. Crawford, Jr., Esq.
Wyche, Burgess, Freeman & Parham, P.A.
Post Office Box 728
Greenville, South Carolina 29602-0728
(864) 242-8200 (telephone)
(864) 235-8900 (facsimile)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Proposed Maximum Proposed Maximum Amount
Title of Each Class Amount to Offering Price Aggregate of Registration
of Securities to be Registered be Registered Per Unit(1) Offering Price(1) Fee(1)
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock....................... 250,000 $17.25 $4,312,500 $1,487.07
==============================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h), the average of the high and low prices of the
Company's Common Stock on The Nasdaq Stock Market on June 24, 1996 (as
reported in the Wall Street Journal) is used for purposes of calculating the
registration fee.
<PAGE>
PART-I
INFORMATION REQUIRED IN THE PROSPECTUS
The cross reference sheet below is being supplied pursuant to Item 501(b) of
Regulation S-K, as incorporated by Item 1 of Form S-3, and shows the location in
the Prospectus relating to the Carolina First Corporation Common Stock Dividend
Reinvestment Plan contained herein (the "Prospectus") of the information
required to be included in response to the items of this Registration Statement.
CROSS REFERENCE SHEET
ITEM IN WHERE LOCATED
FORM S-3 IN PROSPECTUS
Item 1 .................................................Front cover
Item 2 .................................................Inside front cover
and outside back
cover
Item 3 .................................................See "Summary--The
Company" and "Risk
Factors"
Item 4 .................................................See "Use of
Proceeds"
Item 5 ................................................Not Applicable
Item 6 .................................................Not Applicable
Item 7 ................................................Not Applicable
Item 8 ................................................See "Description of
the Plan"
Item 9 ................................................Front cover
Item 10.................................................See "Legal Matters"
Item 11(a) .............................................Not Applicable
Item 11(b) .............................................See "Incorporation of
Certain Information
by Reference"
Item 12.................................................See "Incorporation of
Certain Information
by Reference"
Item 13.................................................See "Indemni-
fication"
ii
<PAGE>
[Letter to Shareholders Who Are Not Plan Participants]
CAROLINA FIRST CORPORATION
[LOGO]
Dear Common Shareholder,
We are pleased to announce the continuation of the Carolina First Corporation
Common Stock Dividend Reinvestment Plan for holders of the Company's Common
Stock, which has been amended to provide enhanced benefits and services for our
Common Shareholders. The Common Stock Dividend Reinvestment Plan continues to
provide you with the opportunity to receive Common Stock, purchased at a 5%
discount, in lieu of quarterly Common Stock cash dividends and to purchase
Common Stock at 100% of its fair market value through optional cash payments.
Under the Plan, shareholders may make monthly purchases of Common Stock through
optional cash payments up to a limit of $10,000 per month. There are no service
charges or commissions in connection with either the reinvestment of dividends
or the purchase of Common Stock through optional cash payments.
We have enclosed a Summary Fact Sheet and a Prospectus for the Common Stock
Dividend Reinvestment Plan which describe the Plan in greater detail. If you
have previously enrolled in the Common Stock Dividend Reinvestment Plan, you
will continue to be enrolled in the Plan, as amended. If you have not previously
enrolled and would like to enroll in the Plan, simply complete the enclosed
Authorization Card and return it in the postage-paid envelope provided. Common
Shareholders who have not previously enrolled and do not wish to participate in
the Plan need not do anything.
We are excited about this new opportunity for our Common Shareholders. If you
have any questions, please call our Shareholder Relations Department at (864)
255-4919 or the Plan Administrator at (800) 241-5568. We appreciate your
interest and support.
Sincerely,
Mack I. Whittle, Jr.
President and Chief Executive Officer
<PAGE>
[Letter to Plan Participants]
CAROLINA FIRST CORPORATION
[LOGO]
Dear Dividend Reinvestment Plan Participant,
We are pleased to announce the continuation of the Carolina First Corporation
Common Stock Dividend Reinvestment Plan for holders of the Company's Common
Stock, which has been amended to provide enhanced benefits for our Common
Shareholders. The following features have been added to the Plan.
- Optional Cash Payments may be made monthly up to a maximum of $10,000 per
month.
- Partial reinvestment of Common Stock dividends is now offered.
- Shareholders may send shares of Common Stock purchased outside of the Plan
to the Administrator for safekeeping.
- Upon termination of participation, a shareholder may elect to
receive the value of his Plan account in cash, less applicable
brokerage fees, rather than in shares.
We have enclosed a Summary Fact Sheet and a Prospectus for the Common Stock
Dividend Reinvestment Plan which describe the Plan, as amended, in greater
detail. If you have previously enrolled in the Common Stock Dividend
Reinvestment Plan, you will automatically be enrolled in the Plan, as amended.
We are excited about these new opportunities for our Common Shareholders. If you
have any questions, please call our Shareholder Relations Department at (864)
255-4919 or the Plan Administrator at (800) 241-5568. We appreciate your
interest and support.
Sincerely,
Mack I. Whittle, Jr.
President and Chief Executive Officer
<PAGE>
CAROLINA FIRST CORPORATION
COMMON STOCK DIVIDEND REINVESTMENT PLAN
SUMMARY FACT SHEET
- - ------------------------------------------------------------------------------
The following is a summary of the Common Stock Dividend Reinvestment Plan and is
qualified in its entirety by reference to the Common Stock Dividend Reinvestment
Plan itself, a copy of which is contained in the enclosed Prospectus.
- - -------------------------------------------------------------------------------
What is the purpose of the Plan?
The primary purpose of the Plan is to provide holders of shares of the Company's
Common Stock with the opportunity to invest Common Stock cash dividends and
optional cash payments in shares of Common Stock of the Company.
Who is eligible to participate in the Plan?
All holders of record of shares of Common Stock are eligible to participate in
the Plan.
What are some of the advantages of the Plan?
Participants in the Plan may:
o Automatically reinvest all or a portion of their Common Stock
cash dividends, without payment of a service charge or
brokerage commission, in Common Stock at 95% of the fair
market value of the Common Stock.
o Invest additional cash, up to $10,000 per month, without
payment of a service charge or brokerage commission, in shares
of Common Stock at 100% of the fair market value of the Common
Stock.
o Avoid safekeeping and recordkeeping requirements and costs
through the free custodial service and reporting provisions of
the Plan.
In what ways has the Plan been amended?
The Plan has been amended as follows:
o Optional cash payments may be made monthly rather than
quarterly, up to an aggregate of $10,000 per month.
<PAGE>
o Shareholders may elect partial reinvestment of Common Stock
dividends. This election permits a shareholder to specify a
number of whole shares for which he wishes to reinvest cash
dividends.
o Shareholders may send shares of Common Stock on which the
dividends are reinvested through the Plan to the Administrator
for safekeeping. Under the prior plan, only shares purchased
through the Plan were eligible for the safekeeping service.
o Upon termination of participation in the Plan, a shareholder
may elect to receive the value of his Plan account in cash,
less applicable brokerage fees, rather than in shares.
o Reliance Trust Company is now the Company's Dividend
Disbursing Agent and Stock Transfer Agent and the
administrator of the Plan (the "Administrator").
How does an eligible shareholder become a Participant?
An eligible shareholder may join the Plan by signing an Authorization Card and
returning it to the Administrator. Authorization Cards may be obtained at any
time by written request to Reliance Trust Company, P.O. Box 48449, Atlanta, GA
30340-4099, or by telephoning toll free at 1-800-241-5568. Eligible shareholders
who are currently enrolled in the dividend reinvestment plan do not need to
submit new Authorization Cards. Such shareholders will automatically be enrolled
in the Plan, as amended.
When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If the Authorization Card
is received by the Administrator on or before the record date established for
payment of a particular dividend, reinvestment of dividends under the Plan will
commence with that dividend. Otherwise, the reinvestment of dividends under the
Plan will begin with the next succeeding dividend. An eligible shareholder may,
at the time of enrollment, send an optional cash payment with the Authorization
Card.
When and at what price will shares of Common Stock be purchased under the Plan?
Purchases of shares with reinvested dividends will be made as of each dividend
payment date and will include the dividends to be reinvested. Purchase of shares
with optional cash payments will be made on the first of each month (or if the
first is not a business day, on the next business day). Participants may obtain
the return of any optional cash payment at any time up to 48 hours before each
such purchase date.
<PAGE>
The prices of Common Stock purchased under the Plan with reinvested dividends
will be 95% of the average of the high and low sale prices of the Common Stock
on The Nasdaq Stock Market on the five business days preceding the dividend
payment date, as reported in The Wall Street Journal or other authoritative
source. The prices of Common Stock purchased under the Plan with optional cash
payments will be 100% of the average of the high and low sale prices of the
Common Stock on The Nasdaq Stock Market on the five business days preceding the
purchase date.
How may optional cash payments be made?
Optional cash payments may be made only by Common Shareholders who are having
dividends reinvested under the Plan. An optional cash payment may be made by
enclosing a check or money order payable to "Reliance Trust Company, Agent"
together with an Authorization Card or with an Optional Cash Payment Form and
mailing them to the address set forth in the Plan.
What are the limitations on making optional cash payments?
The same amount of money does not need to be sent each month, and a Participant
is under no obligation to make an optional cash payment in any month. Any
optional cash payments, however, must not be less than $25 per payment nor may
such payments by any Participant aggregate more than $10,000 in any calendar
month.
How may a Participant's participation in the Plan be terminated?
A Participant may terminate participation in the Plan at any time by notifying
the Administrator in writing. However, any notice of termination received
between a dividend record date and payment date will not be effective insofar as
that dividend is concerned.
May the Plan be changed or discontinued?
The Company reserves the right to modify, suspend or terminate the Plan at any
time. Participants will be notified of any such modification, suspension or
termination.
<PAGE>
CAROLINA FIRST CORPORATION
COMMON STOCK DIVIDEND REINVESTMENT PLAN
AUTHORIZATION CARD
OPTIONAL CASH PAYMENT ENCLOSED $________________
(An optional cash payment may be made at the time of
enrollment)
Social Security or Tax Identification Number
Print name exactly as it appears on certificate:
- - -----------------------------------------------
Print address:
- - -----------------------------------------------
- - -----------------------------------------------
Please enroll me in the Carolina First Corporation Common Stock Dividend
Reinvestment Plan as indicated below:
Check one block only:
[ ]FULL DIVIDEND REINVESTMENT
I wish to apply dividends on all shares of Carolina First Corporation Common
Stock registered in my name and any optional cash payments I may make to the
purchase of additional shares.
[ ]PARTIAL DIVIDEND REINVESTMENT
I wish to apply the dividends on ___________ whole shares registered in my
name and any optional cash payments I may make to the purchase of additional
shares.
I acknowledge receipt of the Carolina First Corporation Common Stock Dividend
Reinvestment Plan prospectus and agree to the terms and conditions of the Plan
as stated therein.
Date: _____________, 19__
- - --------------------------------------------------------------
Signature
- - ----------------------------------------------------------------
Signature
This authorization card must be signed by all registered owners of the shares to
which it applies.
THIS IS NOT A PROXY
RETURN THIS CARD ONLY IF YOU WISH TO PARTICIPATE IN THE PLAN
<PAGE>
CAROLINA FIRST CORPORATION
COMMON STOCK DIVIDEND REINVESTMENT PLAN
COMMON STOCK
This Prospectus relates to shares of $1 par value Common Stock (the
"Common Stock") of Carolina First Corporation (the "Company") that may be
purchased under the Carolina First Corporation Common Stock Dividend
Reinvestment Plan (the "Plan"). The primary purpose of the Plan is to make
available to the holders (the "Common Shareholders") of shares of the Company's
$1 par value Common Stock (the "Common Stock"), the opportunity to purchase
additional shares of Common Stock through the investment of their Common Stock
cash dividends and optional cash payments. Optional cash payments received at
least two business days prior to the first business day of each month will be
invested on such first business day. As of the date hereof, the Company has
authorized the issuance of 250,000 shares of Common Stock pursuant to the Plan.
Common Shareholders may become participants in the Plan at any time by
completing an Authorization Card and returning it to Reliance Trust Company,
P.O. Box 48449, Atlanta, GA 30340-4099 (the "Administrator"). Common
Shareholders who are currently enrolled in the dividend reinvestment plan will
automatically be enrolled in the Plan, as amended. Common Shareholders who do
not want to become participants need not do anything and will continue to
receive their usual cash dividends, when, as and if declared. Common
Shareholders who have elected to participate in the Plan may terminate their
participation in the Plan at any time by informing the Administrator in writing
of their desire to terminate their participation in the Plan.
The Common Stock is traded on The Nasdaq Stock Market under the Nasdaq
market symbol "CAFC." On June 24,1996, the closing sales price of the Common
Stock, as reported by Nasdaq, was $17.50 per share.
See "Risk Factors" for information that should be considered by
prospective investors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is June 27, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy and information
statements filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois
60621-2511 and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the Company's Common Stock is traded on The Nasdaq Stock
Market, and reports, proxy statements and other information concerning the
Company also can be inspected at the offices of the National Association of
Securities Dealers, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement," which term shall encompass any
amendments thereto) under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and in the exhibits to the Registration Statement, and reference to
the Registration Statement and exhibits is hereby made. Each statement made in
this Prospectus referring to a document filed as an exhibit to the Registration
Statement is qualified by reference to the exhibit for a complete statement of
its terms and conditions. Any interested party may inspect the Registration
Statement without charge at the public reference facilities of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549 and may obtain copies of all or
any part of it from the Commission upon payment of the fees prescribed by the
Commission.
<PAGE>
SUMMARY
The Company
Carolina First Corporation is a bank holding company headquartered in
Greenville, South Carolina which operates through three principal subsidiaries:
Carolina First Bank, a state-chartered commercial bank; Carolina First Mortgage
Company, a mortgage banking operation; and Blue Ridge Finance Company, an
automobile finance company. Through its subsidiaries, the Company provides a
full range of banking services, including mortgage, trust and investment
services, designed to meet substantially all of the financial needs of its
customers. The Company, which commenced operations in December 1986, currently
conducts business through 55 locations in South Carolina. At March 31, 1996, the
Company had approximately $1.4 billion in assets, $1.0 billion in loans, $1.2
billion in deposits and $97 million in shareholders' equity.
The Company was formed principally in response to perceived
opportunities resulting from the takeovers of several South Carolina-based banks
by large southeastern regional bank holding companies. A significant number of
the Company's executive officers and management personnel were previously
employed by certain of the larger South Carolina-based banks that were acquired
by these southeastern regional institutions. Consequently, these officers and
management personnel have significant customer relationships and commercial
banking experience that have contributed to the Company's loan and deposit
growth.
The Company's objective is to become the leading South Carolina-based
banking institution. It believes that it can accomplish this goal by pursuing a
"super-community bank" strategy, offering the personalized service and local
decision-making authority that characterize community banks, as well as the
sophisticated banking products offered by regional and super-regional
institutions. The Company targets individuals and small to medium-sized
businesses in South Carolina that require a full range of quality banking
services.
The Company's principal executive offices are located at 102 South Main
Street, Greenville, South Carolina 29601, and its telephone number is (864) 255-
7900.
1
<PAGE>
RISK FACTORS
Prospective investors should consider carefully the following
investment considerations and risk factors, as well as the other information
contained in this Prospectus.
Growth Through Acquisitions
The Company has experienced significant growth in assets as a result of
acquisitions. Moreover, the Company anticipates engaging in selected acquisition
of financial institutions and branch locations in the future. There are certain
risks associated with the Company's acquisition strategy that could adversely
impact net income. Such risks include, among others, incorrectly assessing the
asset quality of a particular institution being acquired, encountering greater
than anticipated costs of incorporating an acquired business into the Company
and being unable to profitably deploy funds acquired in an acquisition.
Commercial Lending Activities
Over the past several years, the Company has experienced significant
growth in commercial and commercial mortgage loans. These loans are generally
more risky than one-to-four family or consumer loans because they are unique in
character, generally larger in amount and dependent upon the borrower's ability
to generate cash to service the loan. There are certain risks inherent in making
all loans, including risks with respect to the period of time over which loans
may be repaid, risks resulting from uncertainties as to the future value of
collateral, risks resulting from changes in economic and industry conditions and
risks inherent in dealing with individual borrowers.
While the Company's nonperforming loans as a percentage of total loans
is below its peer group average, there is a risk that the quality of the
Company's loan portfolio could decline, particularly in connection with the
rapid growth in loans the Company has experienced over the past several years.
2
<PAGE>
Industry Developments
The financial institutions industry is highly regulated. Certain
recently-enacted or proposed legislation could have an effect on both the costs
of doing business and the competitive factors facing the financial institutions
industry. The Company is unable to determine as of this date what effect, if
any, such proposals would have on its financial condition or operations.
Dependence on Senior Management
The Company is dependent upon the services of certain of the senior
executive officers of the Company and its subsidiaries. The loss of the services
of one or more of such individuals could have an adverse effect on the Company.
No assurance can be given that replacements for any of these officers could be
employed if these officers' services were no longer available. The Company
maintains key employee insurance on Mack I. Whittle, Jr., the Company's Chief
Executive Officer.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference, except
as superseded or modified herein:
(i) the Company's Annual Report on Form 10-K filed pursuant to Section
13(a) or 15(d) of the Exchange Act for the year ended December 31,
1995;
(ii) the Company's Quarterly Report on Form 10-Q filed pursuant to Section
13(a) or 15(d) of the Exchange Act for the fiscal quarter ended March
31, 1996;
(iii) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in clause (i) above; and
3
<PAGE>
(iv) the description of the Common Stock contained in the Company's Form 8-A
filed with the Securities and Exchange Commission on or about October
20, 1986.
Each document filed subsequent to the date of this Prospectus pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this offering shall be deemed to be incorporated by reference in this
Prospectus and shall be part hereof from the date of filing of such document.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement and this Prospectus to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any document incorporated
by reference herein (other than exhibits). Requests for such copies should be
directed to: Carolina First Corporation, 102 South Main Street, Greenville,
South Carolina 29601, Attn: Chief Financial Officer (864) 255-7913.
4
<PAGE>
CAROLINA FIRST CORPORATION
102 South Main Street
Greenville, South Carolina 29601
(864) 255-7913
DESCRIPTION OF THE PLAN
The provisions of the Carolina First Corporation Common Stock Dividend
Reinvestment Plan (the "Plan"), in question and answer form, are set forth
below.
Purpose
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide holders of record of
shares of the Company's $1 par value Common Stock ("Common Stock") the
opportunity to invest cash dividends and optional cash payments in shares of
Common Stock. Shares purchased under the Plan will be original issue shares and
have the same rights with respect to dividends and voting as all shares of
Common Stock. (See Questions 10, 12 and 13.) The Company anticipates utilizing
the reinvested dividends and optional cash payments for its general corporate
purpose, including investments in the Company's subsidiaries.
Advantages
2. What are the advantages of the Plan?
Participants in the Plan ("Participants") may:
o Automatically reinvest all or a portion of their Common Stock
cash dividends, without payment of a service charge or
brokerage commission, in Common Stock at 95% of the fair
market value of the Common Stock.
5
<PAGE>
o Invest additional cash, up to $10,000 per month, without the
payment of a service charge or brokerage commission, in
addition al shares of Common Stock. (See Questions 10, 12 and
13.)
o Invest the full amount of all dividends and optional cash
payments, since fractional share interests may be held under
the Plan.
o Avoid safekeeping and recordkeeping requirements and costs
through the free custodial service and reporting provisions of
the Plan.
Administration
3. Who administers the Plan for Participants?
Reliance Trust Company (the "Administrator") will administer the Plan,
purchase and hold shares of Common Stock acquired from the Company under the
Plan, keep records, send statements of account activity to Participants, and
perform other duties related to the Plan. Participants may contact the
Administrator by writing to:
Carolina First Dividend Reinvestment Plan
c/o Reliance Trust Company
P.O. Box 48449
Atlanta, GA 30340-4099
or by telephoning the Administrator toll free at 1-800-241-5568.
Participation
4. Who is eligible to participate in the Plan?
All holders of record of shares of Common Stock are eligible to
participate in the Plan; provided, however, if any Participants have the same
social security or federal tax identification number, the maximum amount which
all such Participants may invest as optional cash payments each month is limited
to the
6
<PAGE>
maximum amount that one Participant may so voluntarily invest each month. (See
Question 13.) In order to be able to participate in the Plan in their own names,
beneficial owners of shares of Common Stock whose shares are registered in names
other than their own must become holders of record by having their shares
transferred into their own names. All nominees or brokers wishing to participate
in the Plan should contact the Administrator toll free at 1-800-241- 5568.
5. How does an eligible shareholder become a Participant?
An eligible shareholder may join the Plan by signing an Authorization
Card and returning it to the Administrator. Authorization Cards may be obtained
at any time by written request to Reliance Trust Company, P.O. Box 48449,
Atlanta, GA 30340-4099, or by telephoning toll free at 1-800-241-5568.
6. What are a shareholder's participation options?
Participants may elect full reinvestment or partial reinvestment of
cash dividends. If a shareholder chooses partial reinvestment, the shareholder
must designate on the Authorization Card the number of whole shares for which he
wishes to reinvest dividends. Dividends paid on all other shares registered in
the Participant's name will be paid in cash.
7. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If an
Authorization Card is received by the Administrator on or before the record date
established for payment of a particular dividend, reinvestment of dividends
under the Plan will commence with that dividend. If an Authorization Card is
received after the record date established for a particular dividend, the
reinvestment of dividends under the Plan will begin with the next succeeding
dividend. The Company anticipates that the quarterly dividend record and payment
dates will ordinarily occur on or about the following dates:
7
<PAGE>
Record Date Payment Date
January 15 February 1
April 15 May 1
July 15 August 1
October 15 November 1
If an Authorization Card accompanied by an optional cash payment is received by
the Administrator more than two business days prior to the next purchase date,
the optional cash payment will be used to purchase shares of Common Stock on
that purchase date. If an Authorization Card accompanied by an optional cash
payment is received by the Administrator less than two business days prior to a
purchase date, the optional cash payment will be used to purchase shares of
Common Stock on the next purchase date.
Costs
8. Are there any expenses to Participants in connection with purchases
under the Plan?
Because the Common Stock purchased under the Plan are original issue
shares purchased directly from the Company, Participants will incur no brokerage
commissions or service charges for purchases made under the Plan.
Purchases
9. How many shares of Common Stock will be purchased for Participants?
The number of shares purchased under the Plan for each Participant will
depend on the amount of each Participant's dividends and optional cash payments,
and the market price of the Common Stock. Each Participant's account will be
credited with the number of shares, including fractions computed to four decimal
places, equal to the total amount invested under the Plan by the Participant,
divided by the applicable purchase price per share of the Common Stock.
8
<PAGE>
10. When and at what price will shares of Common Stock be purchased under
the Plan?
Purchases of shares with reinvested dividends will be made as of each
dividend payment date. Purchases of shares made with optional cash payments will
be made on the first business day of every month. Optional cash payments must be
received at least two business days prior to a purchase date to be used to
purchase shares on that purchase date. Participants may obtain the return of any
optional cash payment at any time up to two business days before a purchase
date. No interest will be paid on any funds received under the Plan. The
Company's quarterly dividend payment dates will ordinarily occur on the first
day of February, May, August, and November.
The prices of Common Stock purchased under the Plan with reinvested
dividends will be 95% of the average of the high and low sale prices of the
Common Stock on The Nasdaq Stock Market on the five business days preceding the
dividend payment date, as reported in The Wall Street Journal, or other
authoritative source; provided, that no purchases shall be made in the event
that this price is less than the par value of the Common Stock (presently $1.00
per share); and provided, however, that the Company may alter the discount at
which shares may be purchased hereunder so as to range from 95% to 100% of the
average of the high and low sale prices of the Common Stock on The Nasdaq Stock
Market upon giving Participants not less than 30 days prior written notice
thereof.
The prices of Common Stock purchased under the Plan with optional cash
payments will be 100% of the average of the high and low sale prices of the
Common Stock on The Nasdaq Stock Market on the five business days preceding the
monthly purchase date, as reported in The Wall Street Journal, or other
authoritative source, provided that no purchases shall be made in the event that
this price is less than the par value of the Common Stock (presently $1.00 per
share); provided, however, that the Company may, upon 30 days prior written
notice to Participants, amend the Plan to permit a discount on shares purchased
with optional cash payments.
9
<PAGE>
11. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Unless requested by a Participant, certificates for shares of Common
Stock purchased under the Plan on behalf of a Participant will not be issued in
a Participant's name. Certificates for any number of whole shares credited to a
Participant's account under the Plan will be issued in the Participant's name
without charge upon receipt by the Administrator of a written request therefor
from the Participant. Certificates representing fractional share interests will
not be issued under any circumstances. (See Question 17.)
Optional Cash Payments
12. How may optional cash payments be made?
Optional cash payments may be made only by Common Shareholders who are
having dividends reinvested under the Plan. An optional cash payment may be made
by enclosing a check or money order payable to "Reliance Trust Company, Agent"
together with an Authorization Card or with an Optional Cash Payment Form
provided at the bottom of a Plan account statement referred to in Question 14
below and mailing them to the Administrator. The deadline for receiving optional
cash payments to be invested is 5:00 p.m., Greenville, South Carolina time, on
the second business day prior to each monthly purchase date.
13. What are the limitations on making optional cash payments?
The same amount of money does not need to be sent each month, and a
Participant is under no obligation to make an optional cash payment in any
month. Any optional cash payments, however, must not be less than $25.00 per
payment nor may such payments by any Participant aggregate more than $10,000.00
in any calendar month, subject to the right of the Company from time to time to
change such amounts or to eliminate optional cash payments upon giving
Participants in the Plan not less than 30 days prior written notice of the
effective date of such change; provided, however, any such change shall not
occur more often than once every three months.
10
<PAGE>
Reports to Participants
14. What reports will be sent to Participants?
As soon as practicable after each purchase made under the Plan on
behalf of a Participant, the Participant will receive a statement showing the
amount invested, the purchase price, the number of shares purchased, and other
information regarding the status of the Participant's account as of the date of
such statement. Each Participant is responsible for retaining these statements
in order to establish the cost basis of his shares purchased under the Plan for
tax purposes.
Withdrawal of Shares in Plan Accounts
15. How may a Participant withdraw shares purchased under the Plan?
A Participant may withdraw all or any portion of the whole shares of
Common Stock held in the Participant's account under the Plan by notifying the
Administrator in writing to that effect. The notice should be sent to Reliance
Trust Company, P.O. Box 49449, Atlanta, GA 30340-4099. A certificate for the
whole shares so withdrawn will be issued in the name of and mailed to the
Participant. In no case will certificates for fractional share interests be
issued.
(See Question 17.)
Termination of Participation
16. How may a Participant's participation in the Plan be terminated?
A Participant may terminate participation in the Plan at any time by
notifying the Administrator in writing to that effect; however, any notice of
termination received by the Administrator between a dividend record date and
payment date will not be effective insofar as that dividend is concerned. Any
such termination notice should be sent to Reliance Trust Company, P.O. Box
49449, Atlanta, GA 30340-4099. The Company may also terminate a Partici pant's
participation in the Plan by giving written notice to that effect to a
Participant at any time; however, if such notice is given between a dividend
11
<PAGE>
record date and payment date, such termination shall not be effective insofar as
that dividend is concerned.
17. What happens to the whole shares and any fractional share interest in a
Participant's account when a Participant's participation in the Plan is
terminated?
Upon termination of a Participant's participation in the Plan, a
certificate for the number of whole shares in the Participant's account will be
issued in the name of and mailed to the Participant. In lieu of issuing a
certificate for any fractional share interest remaining in a terminated
Participant's account, the fractional share interest will be liquidated, and a
check for the net proceeds resulting from such liquidation will be mailed to the
Participant.
Upon termination of participation in the Plan, a Participant may send a
written request to the Administrator that the whole shares in a Participant's
account be sold. The Administrator will make such a sale for the Participant's
account as soon as possible after processing the request for termination. The
Participant will receive the proceeds, less any brokerage fees, from the sale of
the whole shares, as well as the cash value of any fractional shares.
Other Information
18. How does the Plan's share safekeeping feature work?
At the time of enrollment in the Plan, or at any later time,
Participants may use the Plan's share safekeeping service to deposit any Common
Stock certificates in their possession with the Administrator. Shares deposited
will be transferred into the name of the Administrator or its nominee and
credited to the Participant's account under the Plan. Thereafter, such shares
will be treated in the same manner as shares purchased through the Plan. By
using the Plan's share safekeeping service, Participants no longer bear the risk
associated with loss, theft or destruction of share certificates.
Participants who wish to deposit their Common Stock certificates with
the Administrator must mail their request and their certificates to the
Administrator.
12
<PAGE>
The certificates should not be endorsed. It is recommended that Participants use
registered, insured mail when mailing certificates to the Administrator.
19. What happens to a Participant's Plan account if all shares registered
in the Participant's name are transferred or sold?
If a Participant disposes of all shares of Common Stock registered in
the Participant's name on the shareholder records of the Company without
terminating participation in the Plan, the Administrator will continue to
reinvest dividends payable on the shares of Common Stock held in the
Participant's Plan account until such time as the Participant's participation in
the Plan is terminated.
(See Question 16.)
20. What happens if the Company has a Common Stock rights offering, stock
dividend or stock split?
Any Common Stock dividend or stock split issued by the Company will be
credited to the accounts of Participants based on the number of shares
(including fractional share interests) held in such accounts on the record date
for such dividend or split. In the event the Company makes available to holders
of Common Stock, rights or warrants to purchase additional shares of Common
Stock or other securities, such rights or warrants will be made available to
Participants based on the number of shares (including fractional share interests
to the extent practicable) held in their accounts on the record date established
for determining the holders of Common Stock entitled to such rights or warrants.
21. How will a Participant's Plan shares be voted at a meeting of
shareholders?
If on the record date for a meeting of shareholders there are any whole
shares credited to a Participant's account under the Plan, such whole shares
will be added to the shares registered in the Participant's name on the
shareholder records of the Company and the Participant will receive one proxy
covering the total of such shares, which proxy will be voted as the Participant
directs; or, if
13
<PAGE>
a Participant so elects, the Participant may vote all of such shares in person
at the shareholders' meeting.
22. May a Participant transfer the ownership of the Shares in his Plan
account?
If a Participant wishes to transfer the ownership of all or part of the
Participant's shares held under the Plan to another person, whether by gift,
private sale, or otherwise, the Participant may effect such transfer by mailing
a properly completed Share Transfer Form shown on the reverse side of the Plan
account statement or an executed stock power to the Administrator. Transfers
must be made in whole share amounts. Requests for transfer are subject to the
same requirements as for transfer of Common Stock certificates generally,
including the requirement of a medallion stamp guarantee on the stock power.
Share Transfer Forms and Stock Power Forms are available from the Administrator.
Once shares in a Plan account are transferred, the transferee must
obtain an Authorization Card from the Administrator to enroll the shares in the
Plan. Transferred shares will not be automatically enrolled in the Plan. The
transferee may send the Authorization Card to the Administrator at the same time
as the transferor submits the Share Transfer Form and the Stock Power Form to
effectuate the transfer.
23. What are the federal income tax consequences of participation in the
Plan?
Under the current provisions of the Internal Revenue Code of 1986, as
amended, (the "Code") the purchase of shares of Common Stock under the Plan will
generally result in the following federal income tax consequences:
REINVESTED DIVIDENDS. In the case of reinvested dividends, because the
Administrator will acquire shares for a Participant's Plan account directly from
the Company, the Participant must include in gross income a dividend amount
equal to the number of shares purchased with the Participant's reinvested
dividends multiplied by the fair market value of the Common Stock on the
relevant dividend payment date. The Participant's basis in those shares will
14
<PAGE>
also equal the fair market value of the shares on the relevant dividend payment
date.
OPTIONAL CASH PAYMENTS. The Participant's basis in shares acquired with
optional cash payments will be the price actually paid by the Participant for
such shares. If, however, the Company were to modify the Plan to permit a
discount on the purchase price of shares purchased with optional cash payments,
the amount of the discount, as determined by the difference between the fair
market value of the Common Stock received and the amount of cash paid for it,
will be treated as a dividend for tax purposes.
ADDITIONAL INFORMATION. The holding period for the Plan Shares will
begin the day after the date the shares are acquired. In general, the corporate
dividends-received deduction has been reduced to 70% and may be further reduced.
Corporate shareholders also should be aware that the Internal Revenue Code of
1986, as amended, limits the availability of the dividends-received deduction
under various special rules, including the situation where a holder of stock
incurs indebtedness directly attributable to such stock. Corporate shareholders
who participate in the Plan should consult their own tax advisers to determine
their eligibility for the dividends-received deduction.
A Participant will not realize any taxable income when he or she
receives certificates for whole shares credited to his or her account under the
Plan, either upon a request for such certificates or upon termination of the
Plan. However, a Participant who receives, upon withdrawal from or termination
of the Plan, a cash payment for the sale of Plan Shares held for such
Participant's account under the Plan or for a fractional share then held in his
or her Plan account will realize gain or loss measured by the difference between
the amount of the cash received and the Participant's basis in such shares or
fractional share. If, as usually is the case, the Common Stock is a capital
asset in the hands of a Participant, such gain will be short-term or long-term
capital gain, depending upon whether the holding period for such shares is more
or less than one year.
The above is intended only as a general discussion of the current
federal income tax consequences of participation in the Plan. Participants
should consult their own tax advisers regarding the federal and state income tax
consequences (including the effects of any changes in law) of their individual
participation in the Plan.
15
<PAGE>
24. Will the shares purchased under the Plan be listed on The Nasdaq Stock
Market?
The Company will take all steps necessary to seek approval of the
shares for quotation on The Nasdaq Stock Market, subject to official notice of
issuance. The Company shall give such notice to Nasdaq as may be required to
permit the listing of the Common Stock issued in connection with the Plan.
25. What are the responsibilities of the Company and the Administrator
under the Plan?
Neither the Company nor the Administrator shall be liable for any act
done in good faith or for any good faith omission to act, including, without
limitation, any claims of liability (i) arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt by the
Administrator of notice in writing of such death, (ii) with respect to the price
at, or terms upon which, shares of Common Stock may be purchased under the Plan
or the times such purchases may be made, or (iii) with respect to any
fluctuation in the market value of the Common Stock before, at or after the time
any such purchases may be made, nor shall they have any duties, responsibilities
or liabilities except such as are expressly set forth hereunder. The terms and
conditions of the Plan shall be governed by the laws of the State of South
Carolina.
26. Who bears the risk of market fluctuations in the price of the Common
Stock?
A Participant's investment in shares held in a Plan account is no
different than an investment in shares not held in a Plan account. Each
Participant bears the risk of loss and the benefits of gain from market price
changes with respect to all shares.
Neither the Company nor the Administrator can guarantee that shares
purchased under the Plan will, at any particular time, be worth more or less
than their purchase price. Each Participant should recognize that neither the
Company
16
<PAGE>
nor the Administrator can provide any assurance of a profit or protection
against loss on any shares purchased under the Plan.
27. May the Plan be changed or discontinued?
The Company reserves the right to modify, suspend or terminate the Plan
at any time. Participants will be notified of any such modification, suspension
or termination.
28. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be
determined by the Company, and such determination shall be final.
29. Who should be contacted with questions about the Plan?
The Administrator:
Carolina First Dividend Reinvestment Plan
c/o Reliance Trust Company
P.O. Box 48449
Atlanta, GA 30340-4099
1-800-241-5568 (between 9:00 a.m. and 5:00 p.m. eastern time)
The Company:
Carolina First Corporation
Shareholder Relations Department
P.O. Box 1029
Greenville, SC 29602
1-864-255-4919 (between 9:00 a.m. and 5:00 p.m. eastern time)
17
<PAGE>
USE OF PROCEEDS
The Company is unable to predict either the number of shares of Common
Stock that will be sold pursuant to the Plan or the prices at which such shares
will be sold. The Company will use the proceeds of this offering for general
corporate purposes. The proceeds may either be used at the holding company level
or contributed to the Company's subsidiaries. Pending such use the proceeds will
be invested in high-quality, short-term investments.
INDEMNIFICATION
Reference is made to Chapter 8, Article 5 of Title 33 of the 1976 Code
of Laws of South Carolina, as amended, respecting indemnification of officers
and directors of South Carolina corporations in connection with legal
proceedings involving any such persons because of being or having been an
officer or director. Such provisions generally set forth the instances and
requirements with respect to indemnification of directors and officers by the
corporation, provide for the advancement of expenses to be incurred in legal
proceedings upon compliance with certain requirements, provide for mandatory
indemnification by the corporation of directors and officers who are wholly
successful in the defense of legal proceedings, and permit a corporation to
purchase and maintain insurance on behalf of a person who is or was an officer
or director. The Company maintains directors' and officers' liability insurance.
Reference is made to Chapter 2 of Title 33 of the 1976 Code of Laws of
South Carolina, as amended, respecting the limitation in a corporation's
articles of incorporation of the personal liability of a director for breach of
the director's fiduciary duty. In accordance with Chapter 2 of Title 33 of the
1976 Code of Laws of South Carolina, as amended, the Articles of Amendment of
the Company adopted on April 5, 1989 and filed with the South Carolina Secretary
of State on April 18, 1989 provide as follows: A director of the corporation
shall not be personally liable to the corporation or any of its shareholders for
monetary damages for breach of fiduciary duty as a director, provided that this
provision shall not be deemed to eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the corporation or its
shareholders; (ii) for acts or omissions not in good faith or which involve
gross negligence, intentional misconduct, or a knowing violation of laws; (iii)
imposed under
18
<PAGE>
Section 33-8-330 of the Act (improper distribution to shareholders); or (iv) for
any transaction from which the director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference herein as of December 31, 1995 and for the one year period ended
December 1995 have been so incorporated by reference in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants, given an
authority of said firm as experts in auditing and accounting. The consolidated
financial statements of the Company incorporated by reference herein as of
December 31, 1994 and for each of the years in the two year period ended
December 1994 have been so incorporated by reference in reliance upon the
reports of Elliott, Davis & Company, independent certified public accountants,
given an authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
Certain legal matters, including, among other things, the validity of
the shares of Common Stock offered hereby, has been passed upon by Wyche,
Burgess, Freeman & Parham, P.A., counsel to the Company. At June 24, 1996,
members of Wyche, Burgess, Freeman & Parham, P.A. beneficially owned in the
aggregate approximately 18,347 shares of Company Common Stock.
19
<PAGE>
No person has been authorized to give any information or to make any
representation in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information or representations
must not be relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy any
securities other than the registered securities to which it relates. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy such securities, in any circumstances in which such offer or solicitation is
unlawful.
TABLE OF CONTENTS
SUMMARY............................................................ 1
RISK FACTORS .......................................................2
INCORPORATION OF
CERTAIN INFORMATION...............................................3
DESCRIPTION OF THE PLAN............................................ 5
USE OF PROCEEDS................................................... 18
INDEMNIFICATION................................................... 18
EXPERTS .......................................................... 19
LEGAL MATTERS .................................................... 19
[LOGO]
CAROLINA FIRST CORPORATION
COMMON STOCK DIVIDEND
REINVESTMENT PLAN
250,000 Shares
Common Stock
PROSPECTUS
June 27, 1996
<PAGE>
PART-II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14: Other Expenses of Issuance and Distribution
Securities and Exchange Commission registration fee.......... $ 1,487.07
Printing and engraving (estimated)........................... 10,000.00
Legal fees and expenses (estimated).......................... 5,000.00
Miscellaneous (estimated).................................... 1,000.00
--------
TOTAL................................................... 17,487.07
Item 15: Indemnification of Directors and Officers
Reference is made to Chapter 8, Article 5 of Title 33 of the 1976 Code of
Laws of South Carolina, as amended, respecting indemnification of officers and
directors of South Carolina corporations in connection with legal proceedings
involving any such persons because of being or having been an officer or
director. Such provisions generally set forth the instances and requirements
with respect to indemnification of directors and officers by the corporation,
provide for the advancement of expenses to be incurred in legal proceedings upon
compliance with certain requirements, provide for mandatory indemnification by
the corporation of directors and officers who are wholly successful in the
defense of legal proceedings, and permit a corporation to purchase and maintain
insurance on behalf of a person who is or was an officer or director. The
Company maintains directors' and officers' liability insurance.
Reference is made to Chapter 2 of Title 33 of the 1976 Code of Laws of
South Carolina, as amended, respecting the limitation in a corporation's
articles of incorporation of the personal liability of a director for breach of
the director's fiduciary duty. In accordance with Chapter 2 of Title 33 of the
1976 Code of Laws of South Carolina, as amended, the Articles of Amendment of
the Company adopted on April 5, 1989 and filed with the South Carolina Secretary
of State on April 18, 1989 provide as follows: A director of the corporation
shall not be personally liable to the corporation or any if its shareholders for
monetary damages for breach of fiduciary duty as a director, provided that this
provision shall not be deemed to eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the corporation or its
shareholders; (ii) for acts or omissions not in good faith or which involve
gross negligence, intentional misconduct, or a knowing violation of laws; (iii)
imposed under Section 33-8-330 of the Act (improper distribution to
shareholders); or (iv) for any transaction from which the director derived an
improper personal benefit.
II-1
<PAGE>
Item 16: Exhibits
Exhibit
4.1 Specimen Common Stock certificate: Incorporated by reference to Exhibit
4.1 of Carolina First Corporation's Registration Statement on Form S-1,
Commission File No. 33-7470.
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of
shares of the Company.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Elliott, Davis & Company, L.L.P.
23.3 Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit
5.1.
24.1 Power of Attorney: Contained on the signature page of this filing.
99.1 The Common Stock Dividend Reinvestment Plan, as amended, is contained
in its entirety in the Prospectus.
II-2
<PAGE>
Item 17: Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenville, State of South Carolina, as of June 19,
1996.
CAROLINA FIRST CORPORATION
By: /s/ Mack I. Whittle, Jr.
Mack I. Whittle, Jr., President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mack I. Whittle, Jr. and William S.
Hummers III, and each of them, as true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including pre-effective and post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the National Association of Securities Dealers, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do, or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ William R. Timmons Jr.
William R. Timmons, Jr. Chairman of the Board June 19, 1996
/s/ Mack I. Whittle, Jr. President, Chief Executive Officer June 19, 1996
- - -------------------------
Mack I. Whittle, Jr. (Principal Executive Officer)
/s/ William S. Hummers III Executive Vice President and Chief Financial Officer June 19, 1996
- - ---------------------------
William S. Hummers III (Principal Accounting and Principal Financial Officer)
/s/ Judd B. Farr Director June 19, 1996
- - --------------------------
Judd B. Farr
/s/ C. Claymon Grimes, Jr. Director June 19, 1996
- - ---------------------------
C. Claymon Grimes, Jr.
/s/ M. Dexter Hagy Director June 19, 1996
- - -----------------------------
M. Dexter Hagy
/s/ Robert E. Hamby, Jr. Director June 19, 1996
- - ----------------------------
Robert E. Hamby, Jr.
Director June __, 1996
- - ----------------------------
R. Glenn Hilliard
Director June __, 1996
- - ----------------------------
Richard E. Ingram
/s/ Charles B. Schooler Director June 19, 1996
- - -----------------------------
Charles B. Schooler
Director June __, 1996
- - ----------------------------
Edward J. Sebastian
/s/ Elizabeth P. Stall Director June 19, 1996
- - --------------------------------
Elizabeth P. Stall
/s/ Eugene E. Stone IV Director June 19, 1996
- - ----------------------------
Eugene E. Stone IV
</TABLE>
EXHIBIT 5.1
[Letterhead of Wyche, Burgess, Freeman & Parham, P.A.]
(864) 242-8265
June 27, 1996
Carolina First Corporation
102 South Main Street
Greenville, South Carolina 29601
RE: Issuance of Common Stock pursuant to the Carolina First
Corporation Common Stock Dividend Reinvestment Plan
Ladies and Gentlemen:
The opinion set forth below is rendered with respect to the 250,000
shares (the "Shares") of common stock, $1.00 par value per share, of Carolina
First Corporation, a South Carolina corporation (the "Company") which may be
issued in connection with the Carolina First Corporation Common Stock Dividend
Reinvestment Plan (the "Plan"), which Shares have been registered with the
Securities and Exchange Commission (the "Commission") by the Company's
Registration Statement on Form S-3 (the "Registration Statement") filed pursuant
to the Securities Act of 1933 (the "Securities Act").
We have examined the Company's Articles of Incorporation and Bylaws and
reviewed the records of the Company's corporate proceedings. We have made such
investigations of law as we have deemed necessary in order to enable us to
render this opinion. With respect to matters of fact, we have relied upon
information and certificates provided to us by the Company without further
investigation. With respect to examined documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to authentic originals of all documents submitted
to us as certified, conformed or photostatic copies and the accuracy and
completeness of the information contained therein.
<PAGE>
Carolina First Corporation
June 25, 1996
Page 2
Based on and subject to the foregoing, we are of the opinion that the
Shares being registered, when sold pursuant to the terms of the Plan, as the
Plan may be amended from time to time upon proper corporate authorization, will
be legally issued, fully paid and non-assessable.
The foregoing opinion is limited to matters governed by the laws of the
State of South Carolina in force on the date of this letter. We express no
opinion with regard to any matter which may be (or which purports to be)
governed by the laws of any other state or jurisdiction. In addition, we express
no opinion with respect to any matter arising under or governed by the South
Carolina Uniform Securities Act.
This opinion is rendered as of the date of this letter and applies only
to the matters specifically covered by this opinion, and we disclaim any
continuing responsibility for matters occurring after the date of this letter.
This opinion is rendered solely in connection with the Plan and the Registration
Statement and may not be relied upon, quoted or used by any other person or
entity or for any other purpose without our prior written consent.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Sincerely,
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
By: /s/ William P. Crawford, Jr.
William P. Crawford, Jr.
<PAGE>
EXHIBIT 23.1
The Board of Directors
Carolina First Corporation:
We consent to incorporation by reference in the registration statement
on Form S-3 of our report dated January 26, 1996, relating to the consolidated
balance sheet of Carolina First Corporation and subsidiaries as of December 31,
1995, and the related consolidated statement of income, changes in stockholders'
equity and cash flows for the year then ended, which report appears in the
December 31, 1995 annual report on Form 10-K of Carolina First Corporation.
KPMG PEAT MARWICK LLP
Greenville, South Carolina
June 26, 1996
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EXHIBIT 23.2
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Carolina First Corporation of our report dated February 3, 1995
relating to the consolidated balance sheet of Carolina First Corporation and
subsidiaries as of December 31, 1994, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for the years ended
December 31, 1994 and 1993, appearing in the Annual Report on Form 10-K of
Carolina First Corporation.
Elliott, Davis & Company, L.L.P.
Greenville, SC
June 26, 1996
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