SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(X ) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-b(e)(2))
(X ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
Carolina First Corporation
(Name of Registrant as Specified In Its Charter)
Carolina First Corporation
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
(X ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: *
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
( ) Fee previously paid with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CAROLINA FIRST CORPORATION
102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601
March 12, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of Carolina First Corporation (the "Annual Meeting") to be held in the Peace
Concert Hall, Peace Center for the Performing Arts, 300 South Main Street,
Greenville, South Carolina, on Thursday, April 18, 1996 at 10:30 a.m.
The attached Notice of the Annual Meeting and Proxy Statement describe
the formal business to be transacted at the Annual Meeting. During the Annual
Meeting, we will report on the operations of Carolina First Corporation.
Directors and officers of Carolina First Corporation, as well as representatives
of KPMG Peat Marwick LLP, our independent auditors, will be present to respond
to any questions shareholders may have.
To ensure proper representation of your shares at the Annual Meeting,
please sign, date and return the enclosed proxy card as soon as possible, even
if you currently plan to attend the Annual Meeting. This will not prevent you
from voting in person, but will ensure that your vote will be counted if you are
unable to attend.
Sincerely,
(Signature of Mack I. Whittle, Jr.)
Mack I. Whittle, Jr.
President and Chief Executive Officer
<PAGE>
CAROLINA FIRST CORPORATION
102 South Main Street
Greenville, South Carolina 29601
(864) 255-7900
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 1996
To the Shareholders of Carolina First Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Carolina First Corporation (the "Company") will be held on
April 18, 1996 at 10:30 a.m., Greenville time, in the Peace Concert Hall, Peace
Center for the Performing Arts, 300 South Main Street, Greenville, South
Carolina for the following purposes:
1. To set the number of Directors at thirteen and to elect five
Directors to hold office until their respective terms expire or
until their successors are duly elected and qualified;
2. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Shareholders of record at the close of business on March 1, 1996 will
be entitled to vote at the Annual Meeting.
By Order of the Board of Directors
(Signature of William S. Hummers III)
William S. Hummers III
Secretary
Greenville, South Carolina
March 12, 1996
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF
YOU WISH, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON AT THE
ANNUAL MEETING.
<PAGE>
CAROLINA FIRST CORPORATION
102 South Main Street
Greenville, South Carolina 29601
--------------------
PROXY STATEMENT
--------------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 18, 1996
This Notice of Annual Meeting, Proxy Statement and Proxy (these "Proxy
Materials") are being furnished to shareholders in connection with a
solicitation of proxies by the Board of Directors of Carolina First Corporation
(the "Company"). This solicitation is being made in connection with the Annual
Meeting of Shareholders (the "Annual Meeting") to be held in the Peace Concert
Hall, Peace Center for the Performing Arts, 300 South Main Street, Greenville,
South Carolina at 10:30 a.m. on April 18, 1996. These Proxy Materials are being
mailed on approximately March 12, 1996.
Voting Matters
Shareholders of record as of the close of business on March 1, 1996
will be entitled to vote at the Annual Meeting. At the close of business on that
day, 9,213,563 shares of the Company's $1.00 par value common stock ("Common
Stock") were outstanding and 52,097 shares of the Company's Noncumulative
Convertible Preferred Stock Series 1993B ("Series 1993B Preferred Stock") were
outstanding. Holders of Common Stock are entitled to one vote per share on each
matter presented at the Annual Meeting or any adjournments thereof. Holders of
Series 1993B Preferred Stock are entitled to 1.8375 votes per share on each
matter presented at the Annual Meeting or any adjournments thereof. Shareholders
do not have cumulative voting rights. Shares may be voted in person or by proxy.
The presence, either in person or by proxy, of holders of shares representing a
majority of the outstanding votes of the Company outstanding at March 1, 1996 is
necessary to constitute a quorum at the Annual Meeting.
Revocability of Proxy
Shares represented by a properly executed proxy in the accompanying
form and given by a shareholder, and not revoked, will be voted in accordance
with such instructions. As stated in the Proxy, if a returned Proxy does not
specify otherwise, the shares represented thereby will be voted in favor of all
proposals set forth herein. Proxies may be revoked at any time prior to their
being voted at the Annual Meeting by oral or written notice to William S.
Hummers III at Carolina First Corporation, 102 South Main Street, Greenville,
South Carolina 29601, (864) 255- 7913 or by execution and delivery of a
subsequent proxy or by attendance and voting in person at the Annual Meeting.
Solicitation of Proxies
This solicitation of proxies is made by the Company, and the Company
will bear the cost of this proxy solicitation, including the cost of preparing,
handling, printing and mailing these Proxy Materials. Proxies will be solicited
principally through these Proxy Materials. Proxies may also be solicited by
telephone or through personal solicitation conducted by regular employees of the
Company. Employees and officers will be reimbursed for the actual out-of-pocket
expenses incurred in connection with such solicitation. Banks, brokers and other
custodians are requested to forward these Proxy Materials to their customers
where appropriate, and the Company will reimburse such banks, brokers and
custodians for their reasonable out-of-pocket expenses in sending these Proxy
Materials to beneficial owners of the shares.
1
<PAGE>
ELECTION OF DIRECTORS
Item 1 on the Proxy
Nominations for Election of Directors
The Company's Board of Directors is currently comprised of thirteen
persons. The Company's Articles of Incorporation provide that in the event that
the Board of Directors is comprised of nine or more persons, the Board of
Directors shall be divided into three classes of Directors with each class being
elected for staggered three-year terms. Directors will be elected by a plurality
of votes cast at the Annual Meeting. Abstentions and broker non-votes with
respect to Nominees will not be considered to be either affirmative or negative
votes.
Identification of Nominees
Management proposes to nominate to the Board of Directors the five
persons listed as Nominees in the table below. Each of the Nominees except Mr.
Stone are currently serving as a Director. Each Nominee, if elected, will serve
until the expiration of his respective term and until his successor is duly
qualified. Unless authority to vote with respect to the election of one or more
Nominees is "WITHHELD," it is the intention of the persons named in the
accompanying Proxy to vote such Proxy for the election of these Nominees.
Management believes that all such Nominees will be available and able to serve
as Directors. However, should any Nominee become unable to accept election, it
is the intention of the person named in the Proxy, unless otherwise specifically
instructed in the Proxy, to vote for the election of such other persons as
management may recommend. The following table sets forth the names and ages of
the Nominees for Directors and the Directors continuing in office, the positions
and offices with the Company held by each such person, and the period that each
such person has served as a Director.
<TABLE>
<CAPTION>
Name Age Position or Office with the Company Director Since
<S> <C> <C>
Nominees For Directors
(For terms expiring in 1999)
Robert E. Hamby, Jr. 49 Director 1993
William S. Hummers III 50 Director, Executive Vice President, Secretary 1990
Charles B. Schooler 67 Director 1990
Edward J. Sebastian 49 Director 1995
Eugene E. Stone IV 57 Director --
Directors Continuing In Office
(For terms expiring in 1997)
R. Glenn Hilliard 53 Director 1986
Richard E. Ingram 54 Director 1986
William R. Timmons, Jr. 72 Chairman of the Board of Directors 1986
M. Dexter Hagy 51 Director 1993
(For terms expiring in 1998)
C. Claymon Grimes, Jr. 73 Director 1990
Judd B. Farr 70 Director 1994
Elizabeth P. Stall 64 Director 1986
Mack I. Whittle, Jr. 47 Director, President, Chief Executive Officer 1986
</TABLE>
Meetings and Committees of the Board of Directors
The Board held twelve meetings in 1995. No Director attended less than
75% of such meetings.
The Board and Audit Committee which reviews the audit plan, the results
of the audit engagement of the Company's accountants, the scope and results of
the Company's procedures for internal auditing and internal control, and the
internal audit reports of the Company's subsidiaries. The Audit Committee is
currently comprised of Messrs. Grimes, Schooler, Hamby and Ingram. The Audit
Committee met five times during 1995. All current members were present at each
of the meetings.
The Board has a Compensation Committee which reviews the Company's
compensation policies and makes recommendations regarding senior management
compensation. Its report is set forth herein. The Compensation Committee is
currently comprised of Mr. Hamby, Mr. Hilliard and Ms. Stall. The Compensation
Committee met two times during 1995. All current members were present at both
meetings. No members of the Compensation Committee are officers or employees of
the Company or its subsidiaries.
The Board has a Nominating Committee comprised of Mr. Whittle, Mr.
Timmons, Ms. Stall and Mr. Hagy. The Nominating Committee met one time with
respect to the Annual Meeting. The Nominating Committee will consider nominees
recommended by security holders. Any such recommendations should be made in
writing and delivered to the Company's principal offices before December 1 of
each year.
2
<PAGE>
EXECUTIVE OFFICERS
The Company's executive officers are appointed by the Board of Directors
and serve at the pleasure of the Board. The following persons serve as executive
officers of the Company.
<TABLE>
<CAPTION>
Company Offices Company
Name Age Currently Held Officer Since
- ------------------ --- ------------------------------------ -------------
<S> <C> <C> <C>
Mack I. Whittle, Jr. 47 President and Chief Executive Officer 1986
William S. Hummers III 50 Executive Vice President, Secretary 1988
James W. Terry, Jr. 48 President of Carolina First Bank 1991
David L. Morrow 46 Executive Vice President of Carolina First Bank 1992
Joseph C. Reynolds 50 President of Carolina First Mortgage Company 1993
</TABLE>
Business Experience of Directors and Executive Officers
Mr. Farr is the owner and President of Greenco Beverage, Inc., a
distributorship headquartered in Greenville, South Carolina. Mr. Farr has served
as President since the opening of Greenco Beverage, Inc. in 1965.
Mr. Grimes is an attorney in private practice in Georgetown, South
Carolina. From 1987 until 1992, Mr. Grimes was of counsel with The McNair Law
Firm in its Georgetown, South Carolina office.
Mr. Hamby is a private investor in Greenville, South Carolina. Prior to
January 1996, Mr. Hamby served as Senior Vice President - Finance and
Administration and Chief Financial Officer of Multimedia, Inc., a diversified
media company headquartered in Greenville, South Carolina, which was acquired by
Gannett Co., Inc. in December 1995. Mr. Hamby became Multimedia, Inc.'s Chief
Financial Officer in 1987 and Senior Vice President in 1993. Prior to 1985, when
Mr. Hamby first became affiliated with Multimedia, Inc., Mr. Hamby was a partner
in the accounting firm of KPMG Peat Marwick LLP.
Mr. Hagy is President of Vaxa Corporation, an investment holding
company located in Greenville, South Carolina, formed in 1987. From 1991 through
1993, Mr. Hagy (through Vaxa Corporation) owned and operated Siteguard Security
Holding Company, a security alarm business headquartered in Greenville, South
Carolina.
Mr. Hilliard is Chairman, President and CEO of ING North America
Insurance and a member of the Executive Committee of ING Financial Services
International, one of the management centers of the ING Group, a diversified
financial services company. From 1989 until 1992, Mr. Hilliard served as
President and CEO of Security Life of Denver, a subsidiary of ING Group. Prior
to 1989, he was Chairman and CEO of Liberty Life Insurance Company, Greenville,
South Carolina.
Mr. Hummers joined the Company in June 1988 in his present capacity.
From 1986 to 1988, he was Vice President - Management Reporting with First Union
Corporation, Charlotte, North Carolina. From 1982 to 1986, he was Senior Vice
President and Controller with Southern Bank and Trust which was acquired by
First Union National Bank of South Carolina in 1986. He is also a director of
World Acceptance Corporation.
Mr. Ingram is Chairman of Builder Marts of America, Inc., a company
engaged in the wholesale distribution of building materials ("Builder Marts").
From 1988 until 1993, Mr. Ingram served as CEO of Builder Marts. From 1993 until
1995, Mr. Ingram also served as CEO of Snyder's Auto Sales, Inc., a company
which operates a car dealership in Greenville, South Carolina. Mr. Ingram is
also a director of Synalloy Corporation.
Mr. Morrow currently serves as Executive Vice President and a Director of
Carolina First Bank. From 1992 until the merger of Carolina First Savings Bank,
F.S.B. into Carolina First Bank in February 1995, Mr. Morrow served as the
President of Carolina First Savings Bank, F.S.B. From 1988 to 1992, Mr. Morrow
was Vice President/City Executive for First Union National Bank of South
Carolina in Hilton Head, South Carolina.
Mr. Reynolds has served as President of Carolina First Mortgage Company
since 1993. From 1984 until 1993, Mr. Reynolds was Senior Vice President and
Chief Mortgage Banking Officer at South Carolina Federal Savings Bank, F.S.B. in
Columbia, South Carolina.
Dr. Schooler is an optometrist in Georgetown, South Carolina.
Mr. Sebastian has served as Chairman and CEO of Resource Bancshares
Corporation, a financial services company, since 1986, and Chairman and CEO of
Resource Bancshares Mortgage Group, Inc., a company engaged
3
<PAGE>
in mortgage banking operations ("RBMG"), since 1993. Mr. Sebastian is a director
of RBMG.
Ms. Stall is a private investor in Greenville, South Carolina.
Mr. Stone has served as the CEO of Stone Manufacturing Company, a
company which owns Umbro International, a world-wide soccer company, and Stone
Apparel, an apparel company, since 1977.
Mr. Terry has served as the President and a Director of Carolina First
Bank since 1991. From 1986 to 1991, Mr. Terry was Senior Vice President and
Regional Executive for First Union National Bank of South Carolina in
Greenville, South Carolina.
Mr. Timmons is Chairman of Canal Insurance Company, a nationwide insurer
of commercial motor vehicles ("Canal"). From 1947 until 1993, Mr. Timmons served
as Canal's First Vice President and Secretary.
Mr. Whittle has been President and CEO of the Company since its
organization in 1986. From 1986 until 1991, Mr. Whittle also served as President
of Carolina First Bank. Mr. Whittle previously served as Senior Vice President
and Regional Officer for Bankers Trust of South Carolina (currently NationsBank
of South Carolina) from 1982 until May 1986, when he resigned his position in
order to organize the Company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Compensation Of Directors
During 1995 non-officer Directors received an annual fee of $10,800,
plus $500 for each Board of Director's meeting attended. Directors who attended
committee meetings received $250 per meeting. Pursuant to the Directors' Stock
Option Plan (the "DSOP"), all non-employee Directors received options to
purchase 1,000 shares on May 3, 1995 (except Mr. Sebastian who was not a
director on the grant date), which options had an exercise price equal to the
fair market value of the Common Stock on the date of grant.
Summary of Cash and Certain Other Compensation
The following table sets forth information concerning all compensation
paid by the Company and its subsidiaries during the fiscal years ended December
31, 1993, 1994 and 1995, to the Company's CEO and to each of the four most
highly compensated executive officers other than the CEO (collectively the
"Named Executive Officers") for services rendered in all capacities to the
Company and its subsidiaries.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
Other Restricted Securities All
Annual Stock Underlying LTIP Other
Name and Salary Bonus Compen- Awards Options/ Payouts Compensation
Principal Position Year ($) ($) sation ($) SARs (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mack I. Whittle, Jr. 1995 264,340 40,320 (1) 87,413 (2) 9,889 87,404 33,877 (3)
President, Chief 1994 244,989 125,875 (1) 150,000 (2) -- -- 30,324
Executive Officer 1993 205,607 131,017 (1) 122,500 (2) -- -- 35,492
William S. Hummers III 1995 163,485 24,360 (1) 52,815 (4) 6,035 52,807 30,437 (5)
Executive Vice President 1994 152,450 75,525 (1) 90,000 (4) -- -- 29,724
1993 138,000 82,748 (1) 60,000 (4) -- -- 28,952
James W. Terry , Jr. 1995 174,515 55,874 (1) 41,055 (6) 4,692 41,059 26,612 (7)
President 1994 161,350 71,050 (1) 60,000 (6) -- -- 25,761
Carolina First Bank 1993 147,400 42,985 (1) 49,000 (6) -- -- 24,902
David L. Morrow 1995 133,700 36,085 (1) 30,205 (8) 3,451 30,198 14,369 (9)
Executive Vice President 1994 126,450 44,686 (1) 60,000 (8) -- -- 15,324
Carolina First Bank 1993 118,910 26,415 (1) 36,750 (8) -- -- 12,021
Joseph C. Reynolds 1995 136,500 111,282 (1) 31,780 (10) 3,633 31,788 14,825 (11)
President, Carolina First 1994 128,200 13,382 (1) 60,000 (10) -- -- 13,824
Mortgage Company 1993 125,800 56,295 (1) 61,250 (10) -- -- 12,718
</TABLE>
4
<PAGE>
(Footnotes to previous table)
(1) Certain amounts may have been expended by the Company which may have had
value as a personal benefit to the executive officer. However, the total
value of such benefits did not exceed the lesser of $50,000 or 10% of the
annual salary and bonus of such executive officer.
(2) Pursuant to the Company's Restricted Stock Agreement Plan (the
"Restricted Stock Plan"), Mr. Whittle was awarded 11,025 shares, 10,500
shares and 4,995 shares in 1993, 1994 and 1995, respectively (as adjusted
for stock dividends). Each of these awards was granted for nominal
consideration and vest 20% per year over a period of 5 years from the
date of the award. At December 31, 1995, Mr. Whittle held a total of
27,072 shares of restricted stock awarded pursuant to the Restricted
Stock Plan having a market value as of December 31, 1995 of $473,760.
Dividends are payable on the restricted stock to the extent paid on the
Company's Common Stock generally.
(3) This amount is comprised of (i) $9,240 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Whittle to match fiscal 1995
pre-tax deferral contributions, all of which is vested, (ii) $9,637
contributed to the Company's Employee Stock Ownership Plan (the "ESOP"),
and (iii) $15,000 in premiums paid by the Company on behalf of Mr.
Whittle with respect to insurance not generally available to all Company
employees.
(4) Pursuant to the Restricted Stock Plan, Mr. Hummers was awarded 6,613
shares, 6,300 shares and 3,018 shares in 1993, 1994 and 1995,
respectively (as adjusted for stock dividends). Each of these awards was
granted for nominal consideration and vest 20% per year over a period of
5 years from the date of the award. At December 31, 1995, Mr. Hummers
held a total of 15,555 shares of restricted stock awarded pursuant to the
Restricted Stock Plan having a market value as of December 31, 1995 of
$272,212. Dividends are payable on the restricted stock to the extent
paid on the Company's Common Stock generally.
(5) This amount is comprised of (i) $5,800 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Hummers to match fiscal 1995
pre-tax deferral contributions, all of which was vested, (ii) $9,637
contributed to the ESOP, and (iii) $15,000 in premiums paid by the
Company on behalf of Mr. Hummers with respect to insurance not generally
available to all Company employees.
(6) Pursuant to the Restricted Stock Plan, Mr. Terry was awarded 4,410
shares, 4,200 shares and 2,346 shares in 1993, 1994 and 1995,
respectively (as adjusted for stock dividends). Each of these awards was
granted for nominal consideration and vest 20% per year over a period of
5 years from the date of the award. At December 31, 1995, Mr. Terry held
a total of 10,227 shares of restricted stock awarded pursuant to the
Restricted Stock Plan having a market value at December 31, 1995 of
$178,972. Dividends are payable on the restricted stock to the extent
paid on the Company's Common Stock generally.
(7) This amount is comprised of (i) $6,975 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Terry to match fiscal 1995
pre-tax deferral contributions, of which all was vested, (ii) $9,637
contributed to the ESOP, and (iii) $10,000 in premiums paid by the
Company on behalf of Mr. Terry with respect to insurance not generally
available to all Company employees.
(8) Pursuant to the Restricted Stock Plan, Mr. Morrow was awarded 3,307
shares, 4,200 shares and 1,726 shares in 1993, 1994 and 1995,
respectively (as adjusted for stock dividends). Each of these awards was
granted for nominal consideration and vest 20% per year over a period of
5 years from the date of the award. At December 31, 1995, Mr. Morrow held
a total of 7,533 shares of restricted stock awarded pursuant to the
Restricted Stock Plan having a market value at December 31, 1995 of
$131,827. Dividends are payable on the restricted stock to the extent
paid on the Company's Common Stock generally.
(9) This amount is comprised of (i) $4,712 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Morrow to match fiscal 1995
pre-tax deferral contributions, of which 60% was vested and (ii) $9,637
contributed to the ESOP.
(10) Pursuant to the Restricted Stock Plan, Mr. Reynolds was awarded 5,512
shares, 4,200 shares, and 1,816 shares in 1993, 1994 and 1995,
respectively (as adjusted for stock dividends). This award was granted
for nominal consideration and vest 20% per year over a period of 5 years
from the date of the award. At December 31, 1995, Mr. Reynolds held a
total of 8,484 shares of restricted stock awarded pursuant to the
Restricted Stock Plan having a market value at December 31, 1995 of
$148,470. Dividends are payable on the restricted stock to the extent
paid on the Company's Common Stock generally.
(11) This amount is comprised of (i) $5,255 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Reynolds to match fiscal 1995
pre-tax deferral contributions, of which 40% was vested and (ii) $9,570
contributed to the ESOP.
5
<PAGE>
Board Compensation Committee Report on Executive Compensation
Decisions with respect to the compensation of the Company's Named
Executive Officers are made by the Compensation Committee of the Board. Each
member of the Compensation Committee is a non-employee director. All decisions
of the Compensation Committee relating to compensation are reviewed by the full
Board of Directors. Set forth below is a report submitted by the Compensation
Committee which addresses the Company's compensation policies for 1995 with
respect to Mr. Whittle as CEO, as well as the Named Executive Officers as a
group.
Compensation Committee Report
General Compensation Policies and Specific Guidelines. The Compensation
Committee believes that compensation arrangements should be structured so
as to provide competitive levels of compensation that integrate pay with
the Company's short-term and long-term performance goals, reward
above-average corporate performance and recognize individual initiative,
responsibility and achievements. The Compensation Committee also endorses
the position that equity ownership by management and equity-based
performance compensation arrangements are beneficial in aligning
managements' and shareholders' interest. It is the Company's policy not
to pay compensation in excess of the amounts referenced in Section
162(m)(4) of the Internal Revenue Code of 1986, as amended.
In determining 1995 compensation, the Compensation Committee utilized,
among other things, guidelines set forth in the Company's Short-Term
Management Performance Plan (the "Short-Term Plan") and the Company's
Long-Term Management Performance Plan (the "Long-Term Plan"). The
Short-Term Plan is designed to aid the Board of Directors and the
Compensation Committee in determining appropriate levels of bonus
compensation for key employees based on the Company's short-term
performance. The purpose of such short-term bonus compensation is to
recognize and reward those key employees of the Company who contribute
substantially to the Company's achievement of short-term, strategic
objectives. The Long-Term Plan is designed to reward key employees based
on the Company's long-term performance. Compensation payable under the
Long-Term Plan is comprised principally of equity. Base salaries were set
by the Board, after recommendation by the Compensation Committee, and
were intended to reflect individual performance and responsibility and to
represent compensation believed by the Compensation Committee to be
appropriate if the Named Executive Officers performed adequately.
Consideration was given to compensation levels paid to executives of
financial institutions similar in size and character to the Company. The
Company does not have "executive officers" other than the Named Executive
Officers. However, compensation under the Short-Term Plan and Long-Term
Plan is payable to both executive and non-executive officers.
Relationship of Performance to Executive Compensation. Company
performance is an integral part in determining the compensation of Named
Executive Officers. A significant portion of the Named Executive
Officers' total compensation is incentive compensation as determined
under the Short-Term Plan and the Long-Term Plan.
The Short-Term Plan establishes a point system which determines cash
bonus awards based on the extent to which the Company met certain
performance goals. These performance goals, which were recommended by the
Compensation Committee and adopted by the Board, were set at the
beginning of 1995 and designed to represent what the Compensation
Committee considered to be outstanding levels of Company performance. The
Short-Term Plan provides that the Named Executive Officers will receive
from 35% to 50% of their base salary in incentive cash compensation if
100% of the performance goals were met. Incentive compensation generally
becomes payable on a graduated scale when the Company (or in certain
cases a Company subsidiary) achieves 85% of the established performance
goals. The performance goals under the Short-Term Plan for 1995 related
to (i) earnings per share, (ii) return on average assets, (iii) return on
average equity, (iv) nonperforming assets as a percentage of total loans,
and (v) noninterest expense less noninterest income as a percentage of
average assets.
6
<PAGE>
The Long-Term Plan is structured with three year "performance cycles"
with compensation payable at the end of such cycles. The first
performance cycle ended December 1995 and compensation was paid to the
Named Executive Officers with respect to this cycle in January 1996. In
1994, the Board of Directors adopted goals for the second cycle, which
covers 1995 through 1997. The performance goals under the Long-Term Plan
for both cycles relate to (i) earnings per share, (ii) deposit market
share, (iii) nonperforming assets as a percentage of total loans, and
(iv) noninterest expense less noninterest income as a percentage of
average assets.
Compensation Paid during 1995. Compensation paid the Named Executive
Officers in 1995 consisted of the following elements: base salary, bonus,
options, restricted stock, matching contributions paid with respect to
the Company's 401(k) Plan and payments made pursuant to the Company's
ESOP. Payments under the Company's 401(k) Plan and ESOP are made to all
employees on a non-discriminatory basis. The Company also has certain
broad-based employee benefit plans in which Named Executive Officers
participate, as well as certain executive officer retirement, life and
health insurance plans. The value of these items is set forth in the
Summary Compensation Table above under "All Other Compensation." Named
Executive Officers also may have received perquisites in connection with
their employment. However, such perquisites totaled less than 10% of
their cash compensation in 1995. Except for bonuses, options and
restricted stock, the foregoing benefits and compensation are not
directly or indirectly tied to Company performance.
During 1995, under the Short-Term Plan, the Company failed to achieve the
earnings per share, return on average assets, and return on average
equity goals, but achieved the nonperforming assets goal and the
noninterest expenses goal. Based on Company performance, the Named
Executive Officers received bonuses equal to 17% to 93% of their base
salary (excluding automobile allowances). All bonuses were determined in
accordance with the terms of the Short-Term Plan. For the Long-Term Plan
cycle ended December 31, 1995, the Company exceeded the goals relating to
earnings per share, nonperforming assets, and noninterest expenses, and
met approximately 85% of the deposit market share goal. Accordingly,
under the Long-Term Plan, long-term incentive compensation for the Named
Executive Officers consisted of grants of an aggregate of 13,901 shares
of restricted stock, options to purchase 27,700 shares of Common Stock
and $243,256 payable in cash. All of these stock options have an exercise
price equal to the fair market value of the Common Stock at the date of
grant and, with certain limited exceptions, expire at the earlier of the
grantee's termination of employment with the Company or ten years from
the grant date.
Mr. Whittle's 1995 Compensation. Mr. Whittle's 1995 compensation
consisted of a base salary, cash bonus, restricted stock, the value of
previously-granted restricted stock which became transferable, certain
perquisites (which did not exceed 10% of his base salary and bonus) and
the various forms of other compensation set forth in the preceding
paragraph which was available generally to all employees. Mr. Whittle's
base salary of $264,340 (which includes an automobile allowance of
$24,340) was determined by the Compensation Committee at the beginning of
1995. It was based in part on compensation levels of other chief
executive officers and is believed to be comparable thereto. Mr.
Whittle's cash bonus was determined in accordance with the Short-Term
Plan. Mr. Whittle's bonus, if all applicable Company performance goals
were met exactly 100%, would have been 50% of his base salary (excluding
his automobile allowance) (or $120,000). As weighted for Mr. Whittle, the
performance results resulted in a cash bonus of $40,320. Under the
Long-Term Plan, Mr. Whittle was awarded $87,404 in cash, 4,995 shares of
restricted stock and options to acquire 9,989 shares of Common Stock. The
Committee believes that the Company's strong performance during 1995 was
directly related to Mr. Whittle's leadership and believes that all
compensation paid was warranted.
Compensation Committee:
R. Glenn Hilliard; Robert E. Hamby, Jr.; Elizabeth P. Stall
7
<PAGE>
Stock Options
The following table sets forth information regarding option grants with
respect to Common Stock made by the Company to the Named Executive Officers
during 1995.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
-------------------------------------------------------------------------
Fair
Market Potential Realizable
Value Value at Assumed
Number of % of per Annual Rates of
Securities Total Share of Stock Price
Underlying Options Common Appreciation for
Options Granted to Stock at Exercise Option Term
Granted Employees Time of Price Expiration 5% 10%
Name (#) in 1995 Grant(1) ($/Sh) Date(2) ($) ($)
- ---------------------------- ----- --------- ---------- -------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Mack I. Whittle, Jr. 9,989 13.56% $ 17.50 $ 17.50 12-31-05 $109,978 $278,593
William S. Hummers III 6,035 8.20% $ 17.50 $ 17.50 12-31-05 $ 66,445 $168,316
James W. Terry, Jr. 4,692 6.37% $ 17.50 $ 17.50 12-31-05 $ 51,659 $130,860
David L. Morrow 3,451 4.69% $ 17.50 $ 17.50 12-31-05 $ 37,995 $ 96,248
Joseph C. Reynolds 3,633 4.93% $ 17.50 $ 17.50 12-31-05 $ 39,999 $101,324
</TABLE>
- --------------------
(1) The number shown is the average of the bid and ask price of a share of
Common Stock as quoted on the Nasdaq National Market on the date of
grant.
(2) The plan pursuant to which the options were granted sets forth certain
earlier expiration dates upon the option holder's termination of
employment.
Long-Term Incentive Plan
The following table sets forth information concerning awards made under
the Long-Term Plan.
<TABLE>
<CAPTION>
Long-Term Incentive Plan Awards
Estimated Future Payouts under
Non-Stock Price-Based Plans (1)
Number of Performance
Shares, Period Threshold Target Maximum
Units or Until Estimated Estimated Estimated
Other Maturation Dollar Dollar Dollar
Name Rights (2) or Payout Value (3) (4) Value (3) Value (3) (5)
- ------------------------- ----------- ----------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Mack I. Whittle, Jr. 250,000 1/1/95 to $ 31,250 $ 125,000 $ 156,250
12/31/97
Wm. S. Hummers III 150,000 1/1/95 to $ 19,375 $ 75,000 $ 93,750
12/31/97
James W. Terry, Jr. 155,000 1/1/95 to $ 15,500 $ 62,000 $ 77,500
12/31/97
David L. Morrow 124,000 1/1/95 to $ 12,400 $ 49,600 $ 62,000
12/31/97
Joseph C. Reynolds 130,000 1/1/95 to $ 13,000 $ 52,000 $ 65,000
12/31/97
</TABLE>
8
<PAGE>
(Footnotes to previous table)
- --------------
(1) For the Named Executive Officers, awards under the Long-Term Plan will be
paid 50% in nonqualified stock options, 25% in restricted stock, and 25%
in cash. For purposes of the Long-Term Plan, the "value" of stock options
will be their aggregate exercise price (i.e., the fair market value of the
Common Stock on the date of grant). Payments are made after the end of the
performance cycle (December 31, 1997) and are based on the Company's
achievement of certain goals for earnings per share (50% weighting), asset
growth (15% weighting), nonperforming assets as a percentage of total
loans (15% weighting), and noninterest expenses minus noninterest income
divided by average assets (20% weighting). The performance goals may be
modified at any time by the Compensation Committee as deemed appropriate
and equitable to take into account any extraordinary and material change
that has occurred in the business, operations, corporate or capital
structure of the Company. Generally, restricted stock is granted pursuant
to the Restricted Stock Plan for nominal consideration and vests one-third
on each of the first three anniversaries of the date of grant. Generally,
nonqualified stock options are granted pursuant to the Stock Option Plan,
have a term of ten years from the date of grant, and become exercisable
one-third on each of the first three anniversaries of the date of grant.
(2) The amounts set forth in this column constitute the named executive's
"base number," which will ultimately be equal to the named executive's
base salary in year three of the performance cycle (fiscal 1997). The
amount actually set forth equals the named executive's base salary in
fiscal 1996 because the 1997 base salary amount has not been determined.
If the target goals are achieved exactly, the named executive will receive
an award equal to 80% to 100% of his base number, which award will be
payable as set forth in footnote (1) immediately above.
(3) The Estimated Dollar Values represent the cash and the fair market value
of the restricted stock. No value is assigned to the stock options because
the exercise price of the options is equal to the fair market value of the
Common Stock on the date of grant. However, because awards are payable 50%
in the form of stock options, in each of the Threshold, Target and Maximum
categories, options having an aggregate exercise price on the date of
grant (December 31, 1997) equal to the amount set forth in each category,
are granted to the named executive.
(4) The Threshold amount will be earned if a weighted average of 85% of the
performance goals are met. However, no amount is payable unless 85% of the
earnings per share goal is met.
(5) This amount is calculated assuming approximately 125% of the target was
met. However, the Long-Term Plan does not limit the award payable.
Employment Contracts
Noncompetition, Severance and Employment Agreements
The Company has entered into substantially similar Noncompetition,
Severance and Employment Agreements (individually, the "Agreement") with Mack I.
Whittle, Jr., William S. Hummers III, James W. Terry, Jr. and David L. Morrow
(each an "Executive"). The Agreement is summarized below. However, this summary
is qualified in its entirety by reference to the Agreement itself, a copy of
which may be obtained, without charge, by written request to the Company at its
principal executive offices, Attn: William S. Hummers III. The Agreement has a
rolling term of three years (the "Term") and extends automatically unless either
party causes the Term to be a fixed three year term. Under the Agreement, the
Executive is given duties and authority typical of similar executives and the
Company is obligated to pay the Executive an annual salary determined by the
Board, such incentive compensation as may become payable to the Executive under
the Company's Short-Term Plan and Long-Term Plan, and certain other typical
executive benefits.
The Executive may terminate the Agreement if (i) the Company breaches the
Agreement, (ii) there is a Voluntary Termination, or (iii) there is an
Involuntary Termination (clauses (i), (ii) and (iii) being hereinafter referred
to as "Legitimate Executive Reasons"). If an Executive terminates his employment
other than for Legitimate Executive Reasons, the Company's obligations under the
Agreement cease as of the date of such termination and the Executive becomes
subject to the noncompetition provisions described below. If an Executive
terminates his employment as a result of clauses (i) or (iii) of the Legitimate
Executive Reasons, the Executive is entitled to receive an amount generally
equal to three years compensation. If an Executive terminates his employment
pursuant to clause (ii) of the Legitimate Executive Reasons, the Executive is
entitled to receive an amount generally equal to one years compensation.
"Involuntary Termination" is defined as the Executive's termination of his
employment following a change in control (as defined in the Agreement) due to
(i) a change in the Executive's responsibilities, position or authority, (ii) a
change in the Term, (iii) a reduction in the Executive's compensation, (iv) a
forced relocation of the Executive outside the Executive's area, (v) a
significant increase in the Executive's travel requirements, (vi) an attempted
termination for "cause" that violates the Agreement, (vii) the Company's
insolvency, or (viii) the Company's breach of the Agreement. "Voluntary
Termination" is defined as the Executive's termination of his employment
following a change in control which is not the result of any of clauses (i)
through (viii) set forth in the definition of Involuntary Termination above. The
Company may terminate the Agreement at any time during its Term (i) for "cause"
(as defined in the Agreement), (ii) if the Executive becomes disabled (generally
unable to perform Company
9
<PAGE>
duties on a full-time basis for six months), or (iii) upon the Executive's death
(clauses (i), (ii) and (iii) being hereinafter referred to as "Legitimate
Company Reasons"). If the Company terminates an Executive's employment for
Legitimate Company Reasons, the Company's obligations under the Agreement cease
as of the date of termination, except that if the Executive is terminated for
cause after a change in control, then such termination shall be treated as a
Voluntary Termination. If the Company terminates an Executive other than for
Legitimate Company Reasons after a change in control, the Executive is entitled
to receive as severance upon such termination, such amounts as would be payable
in the event of an Involuntary Termination. If the Company terminates the
Executive other than for Legitimate Company Reasons but in the absence of a
change in control, the Executive shall be entitled to receive as severance upon
such termination, the aggregate compensation and benefits that would have been
payable under the Agreement for the remaining Term of this Agreement. In the
event of termination pursuant to clauses (i) or (iii) of the Legitimate
Executive Reasons, or in the event of termination other than for Legitimate
Company Reasons, (A) all rights of Executive pursuant to awards of share grants
or options granted by the Company generally become vested and released from all
conditions and restrictions, and (B) the Executive is credited with Company
service for the remaining Term of the Agreement for the purposes of the
Company's benefit plans.
In the event that an Executive's employment is terminated before a change
in control voluntarily by the Executive or by the Company for cause, then the
Executive may not, for a period of one year following such termination of
employment, become employed by any insured depository institution which conducts
certain business activities in South Carolina or interfere with or otherwise
compete against the Company or its operations in violation of the provisions set
forth in the Agreement. The Agreement also imposes certain confidentiality
obligations on the Executive.
Stock Transfer Agreement
On January 24, 1996, the Board transferred 6,289 shares (the "Shares") of
Affinity Technology Group, Inc. common stock ("Affinity Stock") held by it to
three Company officers (including Mr. Whittle and Mr. Hummers) to reward their
efforts in obtaining the Company's Affinity Stock. The Shares were made subject
to certain restrictions set forth in an agreement between the Company and the
three Company officers.
Performance Graph
The following graph sets forth the performance of the Company's Common
Stock for the five year period from December 31, 1989 through December 31, 1995
as compared to the Nasdaq Market Composite Index and an index comprised of all
NASDAQ commercial banks and bank holding companies. All stock prices reflect the
reinvestment of cash dividends.
(PERFORMANCE GRAPH APPEARS HERE)
90 91 92 93 94 95
CFC 100.000 96.452 151.905 163.371 186.728 244.908
Nasdaq Market 100.000 160.564 186.866 214.511 209.686 296.304
Nasdaq Bank Stocks 100.000 164.092 238.854 272.395 271.410 404.353
10
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Common Stock. The following table sets forth as of March 1, 1996
information with respect to the Common Stock owned beneficially or of record by
each of the Directors and Nominees individually, by the Named Executive Officers
and by all Directors and executive officers of the Company as a group. Unless
otherwise noted, each person has sole voting power and sole investment power
with respect to shares listed. There are no persons known to the Company to own
beneficially 5% or more of the Common Stock.
<TABLE>
<CAPTION>
Amount and Nature Percent
Name of Beneficial Owner of Beneficial Ownership of Class (1)
- ------------------------ ----------------------- ------------
<S> <C> <C>
C. Claymon Grimes, Jr. 48,621 (2) *
Judd B. Farr 89,783 (3) *
M. Dexter Hagy 7,886 (4) *
Robert E. Hamby, Jr. 11,309 (5) *
R. Glenn Hilliard 24,201 (6) *
William S. Hummers III 50,543 (7) *
Richard E. Ingram 36,335 (8) *
David L. Morrow 16,435 (9) *
Joseph C. Reynolds 21,727 (10) *
Charles B. Schooler 28,186 (11) *
Edward J. Sebastian 19,233 (12) *
Elizabeth P. Stall 39,772 (13) *
Eugene E. Stone IV -- *
James W. Terry, Jr. 18,416 (14) *
William R. Timmons, Jr. 244,350 (15) 2.65%
Mack I. Whittle, Jr. 138,129 (16) 1.50%
All Directors/Executive Officers as a Group (16 persons) 794,946 8.62%
</TABLE>
(1) The calculation is based on 9,213,563 shares of Common Stock outstanding.
Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended, percentages of total outstanding shares have been
computed on the assumption that shares of Common Stock that can be
acquired within 60 days upon the exercise of options by a given person are
outstanding, but no other shares similarly subject to acquisition by other
persons are outstanding.
(2) This includes 2,100 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(3) This includes 2,100 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(4) This includes 2,100 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(5) This includes 2,100 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(6) This includes 2,100 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(7) This includes 14,547 shares of Common Stock owned by Mr. Hummers through
the Restricted Stock Plan and 6,735 shares of Common Stock issuable to Mr.
Hummers under outstanding options.
(8) This includes 2,100 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(9) This includes 7,183 shares of Common Stock owned by Mr. Morrow through the
Restricted Stock Plan and 3,451 shares of Common Stock issuable to Mr.
Morrow under outstanding options.
(10) This includes 7,878 shares of Common Stock owned by Mr. Reynolds through
the Restricted Stock Plan and 3,633 shares of Common Stock issuable to Mr.
Reynolds under outstanding options.
(11) This includes 1,575 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(12) This includes 19,233 shares of Common Stock issuable upon conversion of
his Series 1993B Preferred Stock.
(13) This includes 1,575 shares of Common Stock owned by the estate of Ms.
Stall's spouse and includes 2,100 shares of Common Stock issuable to Ms.
Stall pursuant to an option granted under the DSOP.
(14) This includes 9,445 shares of Common Stock owned by Mr. Terry through the
Restricted Stock Plan and 4,692 shares of Common Stock issuable to Mr.
Terry under outstanding options.
(15) This includes 153,792 shares of Common Stock owned by Canal, of which Mr.
Timmons is an officer, and 2,100 shares of Common Stock issuable to Mr.
Timmons pursuant to an option granted under the DSOP.
(16) This includes 25,407 shares of Common Stock owned by Mr. Whittle through
the Restricted Stock Plan, 9,989 shares of Common Stock issuable to Mr.
Whittle under outstanding options, and 904 shares of Common Stock issuable
upon conversion of 492 shares of Series 1993B Preferred Stock held by Mr.
Whittle.
11
<PAGE>
Series 1993B Preferred Stock. The following table sets forth certain
information regarding the ownership of the Series 1993B Preferred Stock by
shareholders holding more than 5% of the Series 1993B Preferred Stock. Each of
the 5% shareholders listed below acquired such shares in connection the
Company's acquisition of First Sun Mortgage Corporation (subsequently renamed
Carolina First Mortgage Company) on September 30, 1993. These share amounts are
based on oral communications with the shareholders. No Director, Nominee or
Executive Officer holds any shares of Series 1993B Preferred Stock except for
Mack I.
Whittle, Jr., who holds 492 shares.
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class (1)
- ------------------------ -------------------- ---------
Edward J. Sebastian (1) 10,467 20.09%
Michael T. Smith (2) 6,282 12.05%
R. Frederick Taylor (3) 9,805 18.82%
(1) Mr. Sebastian's business address is Suite 650, 1901 Main Street, Columbia,
South Carolina 29201. Mr. Sebastian's share ownership includes 2,720
shares of Series 1993B Preferred Stock owned by Mr. Sebastian's spouse.
(2) Mr. Smith's business address is Post Office Box 51, Columbia, South
Carolina 29202.
(3) Mr. Taylor's address is 4412 Ackerly Farm Road, New Albany, Ohio 43054.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Carolina First Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with the Company's Directors and
officers and their associates, on the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unrelated third parties. Such loans have not involved more than normal risks of
collectability nor have they presented any other unfavorable features. Under
banking regulations applicable to state banks, any loan made by such a bank to
any of its officers or Directors must be collaterally secured. The aggregate
dollar amount of these loans was approximately $13,405,000 at December 31, 1995.
During 1995, approximately $6,923,000 in new loans were made and payments
totaled approximately $10,813,000.
Carolina First Bank is a party to a servicing agreement with Republic
Services Company ("Republic"), pursuant to which Republic services Carolina
First Bank's credit card portfolio. The servicing agreement may be terminated at
any time upon 180 day's notice and upon payment of certain amounts. Under the
terms of this servicing agreement, Republic receives a monthly servicing fee
equal to approximately 3.56% per annum of the average daily balance on the
credit card accounts, plus certain other expenses. Such fee is subject to
adjustment in certain cases. In 1995, Carolina First Bank paid approximately
$1,429,000 in servicing fees to Republic under this servicing agreement. Mr.
Sebastian is Chairman and CEO of Resources Bancshares Corporation, which is the
parent corporation of Republic.
In August 1995, Carolina First Bank purchased approximately $33 million
in lease contracts from Republic Leasing Company, Inc. ("Republic Leasing"), a
subsidiary of Resource Bancshares Corporation. In connection with such
transaction, Carolina First Bank paid a premium of 6% of the principal amount of
lease contracts acquired. Republic Leasing continues to service the lease
contracts on Carolina First Bank's behalf for a servicing fee which totaled
approximately $270,000 in 1995.
In 1995, Republic mailed five million applications in a credit card
solicitation on behalf of Carolina First Bank. From such solicitation,
approximately 55,000 credit card accounts were opened. In connection with such
solicitation, Carolina First Bank paid Republic $9 per new account, for an
aggregate of approximately $495,000.
In 1995, Carolina First Corporation sold its half interest in a
condominium located in Litchfield Beach, South Carolina to Mr. Hilliiard, a
director, who owned the other half interest in the condominium. The sales price
was $312,500, which was derived from an independent appraisal of the property.
12
<PAGE>
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's Directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Executive officers, Directors and greater than ten-percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms filed. To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written representations that
no other reports were required, during 1995, all required Section 16(a) filings
applicable to its executive officers, Directors and greater than 10% beneficial
owners were made.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG Peat Marwick LLP ("KPMG") as the
independent public accountants for the Company for its current fiscal year. KPMG
has indicated that it plans to have a representative present at the Annual
Meeting. Such representative will have the opportunity to make a statement and
will be available to respond to appropriate questions from shareholders.
From inception through the 1994 fiscal year, the Company had engaged
Elliott, Davis & Company, LLP ("ED&C") as its independent public accountants. In
March 1995, the Board of Directors determined to dismiss ED&C and engage KPMG.
The change in auditors resulted from the Board's decision that it was in the
Company's best interest to utilize a national accounting firm, with its
attendant size, experience and expertise. ED&C's report on the financial
statements for the past two years has not contained an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope, or accounting principles. The determination to change the Company's
principal accounting firm was recommended to the Board of Directors by the
Company's Audit Committee. During the past two years and subsequent interim
periods, there were no "reportable events" within the meaning of Item 304 of
Regulation S-K promulgated by the SEC.
During 1994, KPMG provided accounting research to assist in evaluating
certain policies and procedures related to: (1) intangibles - capitalization,
cost allocation and amortization (premium for credit card purchases, branch
acquisitions, mortgage banking acquisitions and acquisition related conversion
costs and other deferred costs), (2) FAS 109 calculations and disclosure and 3)
a possible sale or securitization of Carolina First Bank's credit card
portfolio. (A securitization of the credit card portfolio was consummated on
January 24, 1995.) The presentation consisted primarily of a summary of current
accounting practices prescribed by the FASB, EITF, SEC or other relevant
sources. This accounting research was presented jointly to the Company's
management, the Audit Committee and ED&C. There was no disagreement by ED&C with
the research by KPMG.
SHAREHOLDER PROPOSALS
Proposals by shareholders for consideration at the 1997 Annual Meeting of
Shareholders must be received at the Company's offices at 102 South Main Street,
Greenville, South Carolina 29601 no later than November 15, 1996, if any such
proposal is to be eligible for inclusion in the Company's proxy materials for
its 1997 Annual Meeting. Under the regulations of the SEC, the Company is not
required to include shareholder proposals in its proxy materials unless certain
other conditions specified in those regulations are satisfied.
FINANCIAL INFORMATION
The Company's 1995 Annual Report is being mailed to shareholders
contemporaneously with these Proxy Materials. The Company will provide without
charge to any shareholder of record as of March 1, 1996, who requests in
writing, a copy of the Company's Annual Report on Form 10-K (without exhibits)
for the year ended December 31, 1995 filed with the SEC. Any such request should
be directed to Carolina
13
<PAGE>
First Corporation, Post Office Box 1029, Greenville, South Carolina 29602
Attention: William S. Hummers III.
OTHER MATTERS
Management is not aware of any other matter to be brought before the
Annual Meeting. If other matters are duly presented for action, it is the
intention of the persons named in the enclosed proxy to vote on such matters in
accordance with their judgment.
By order of the Board of Directors,
(Signature of William S. Hummers III)
William S. Hummers III
Secretary
March 12, 1996
Greenville, South Carolina
14
<PAGE>
*******************************************************************************
APPENDIX
CAROLINA FIRST CORPORATION
PROXY
ANNUAL MEETING, APRIL 18, 1996
The undersigned shareholder of Carolina First Corporation, hereby revoking
all previous proxies, hereby appoints William R. Timmons, Jr. and Mack I.
Whittle, Jr. and each of them, the attorneys of the undersigned, with power of
substitution, to vote all stock of Carolina First Corporation standing in the
name of the undersigned upon all matters at the Company's Annual Meeting to be
held in the Peace Concert Hall, Peace Center for the Performing Arts, 300 South
Main Street, Greenville, South Carolina on Thursday, April 18, 1996 at 10:30
a.m. and at any adjournments thereof, with all powers the undersigned would
possess if personally present, and without limiting the general authorization
and power hereby given, directs said attorneys or either of them to cast the
undersigned's vote as specified below.
1. ELECTION OF DIRECTORS.
<TABLE>
<S> <C>
[ ] FOR ALL NOMINEES set forth below [ ] WITHHOLD AUTHORITY to vote for all
and to set the number of Directors nominees below and to set the number of
at thirteen (except as marked to the Directors at thirteen
contrary below [ ])
</TABLE>
Robert E. Hamby, Jr. William S. Hummers III Charles B. Schooler Edward J.
Sebastian Eugene E. Stone IV
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.
2. At their discretion upon such other matters as may properly come before
the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CAROLINA
FIRST CORPORATION. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR
APPROVAL OF THE PROPOSAL ABOVE.
(Please date and sign on reverse side and return in the enclosed envelope.)
(This proxy is continued on the other side.)
<PAGE>
Please sign this Proxy as your name or names appear hereon. If stock is held
jointly, signature should appear for both names. When signing as attorney,
administrator, trustee, guardian or agent, please indicate the capacity in which
you are acting. If stock is held by a corporation, please sign in full corporate
name by authorized officer and give title of office.
Dated this day of , 1996
Print Name (and title if
appropriate)
Signature
Print Name (and title if
appropriate)
Signature
PLEASE COMPLETE, DATE, SIGN AND
MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
