UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report: December 1, 1997
CAROLINA FIRST CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina 0-15083 57-0824914
(State of other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number)
102 South Main Street, Greenville, South Carolina 29601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 255-7900
The Exhibit Index appears on page 4 hereof.
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Item 5. Other Events
See attached Press Release.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of the Businesses Acquired. Not Applicable
(b) Pro Forma Financial Information. Not Applicable
(c) Exhibits.
99.1 Press Release
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAROLINA FIRST CORPORATION
December 10, 1997 By: /s/ William S. Hummers III
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William S. Hummers III
Executive Vice President
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Exhibit Index
EXHIBIT
99.1 Press Release
4
EXHIBIT 99.1
Carolina First Corporation
P.O. Box 1029
Greenville, SC 29602
864/255-4919
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NEWS RELEASE
DATE: December 3, 1997
CONTACT: William S. Hummers III
Mary M. Gentry
TO: News Media
RELEASE DATE: Immediate
CAROLINA FIRST ANNOUNCES DISMISSAL OF LAWSUITS
GREENVILLE, SC - Carolina First Corporation (Nasdaq/NM:CAFC) today announced
that an action brought in state court in Greenville County by minority
shareholders of Carolina First Corporation against Carolina First Corporation,
Carolina First Bank and certain of their officers and directors was dismissed in
its entirety without leave to amend by an order of court filed December 1, 1997.
The action was brought as a suit for the benefit of the Company challenging
actions by the Board in a number of transactions, including bonuses to certain
of its officers. In dismissing the complaint, the Court held that the plaintiffs
failed to make a sufficient pre-suit demand on the Company's board of directors
and also failed to allege that the Board's refusal to take action was wrongful.
The Court noted the absence of necessary allegations that such refusal was the
result of bad faith, fraud, self-dealing or unconscionable conduct, and the
concession of the plaintiffs that they could not make any such allegation in
good faith. The Court stated that the vast majority of the board was
disinterested with respect to the actions in question, saying that "the
plaintiffs have failed to plead any facts that call into question those
directors' abilities to evaluate the plaintiffs' claims fairly."
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The court order further noted that a separate class action suit by other
shareholders of Carolina First Corporation, which related to the acquisition by
Carolina First Corporation of Midlands National Bank, would voluntarily be
dismissed by plaintiffs' counsel.
Mack I. Whittle, Jr., President and CEO of Carolina First Corporation, stated,
"We are very pleased with this outcome. We believed all along that we were
right."
Carolina First Corporation, headquartered in Greenville, South Carolina, is the
largest independent bank holding company in South Carolina with assets of $2.1
billion and 65 banking offices throughout the state. Its four subsidiaries are
Carolina First Bank (CFB), a state-chartered commercial bank; Carolina First
Mortgage Company (CFMC), a mortgage banking operation; Blue Ridge Finance
Company, an automobile finance company; and CF Investment Company, a small
business investment company. CFB is the largest South Carolina-based commercial
bank, and CFMC is the second largest mortgage loan servicer in South Carolina.
Through its subsidiaries, Carolina First 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. Carolina First's
common stock trades on the Nasdaq National Market under the symbol CAFC.
Additional information about Carolina First is available on its web site at
www.carolinafirst.com.
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