As filed with the Securities and Exchange Commission on September 16, 1998.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4MEF
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAROLINA FIRST CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
SOUTH CAROLINA 6711 57-0824914
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(State or other jurisdiction Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number Identification No.)
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102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601
(864) 255-7900
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(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
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(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 securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, 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, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[X] No. 333-61773
CALCULATION OF REGISTRATION FEE
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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 (2)
- ------------------------------ ------------- ------------ ------------------ -------
Common Stock 100,000 $7.25 $5,312,292 $1,567.83
(par value $1.00 per share)
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(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(f). Pursuant to Rule 457(f)(2), the Proposed
Maximum Aggregate Offering Price has been determined based upon
$5,312,292, which is the book value of the Colonial Bank of South
Carolina, Inc. common stock to be received by Carolina First Corporation
in the Merger as of June 30, 1998 (the latest practicable date). The
original registration statement to which this registration statement
relates registered 642,571 shares. This registration statement registers
an additional 100,000 shares. Consequently, the Proposed Maximum Offering
Price Per Unit is the $5,312,292 divided by the aggregate shares of
742,571.
(2) Calculated pursuant to Rule 457(f).
(3) Previously paid. The registration fee does not change because it was
calculated on the book value of Colonial Bank of South Carolina, Inc.
which has not changed. The increased number of shares registered is,
accordingly, of no consequence.
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ITEM 21: EXHIBITS
This registration statement is being filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act of 1933. The
contents of the registrant's registration statement on Form S-4 (Registration
Statement No. 333-61773) declared effective on or about August 25, 1998 are
incorporated herein by reference.
5.1 -- Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality
of shares of Carolina First Corporation.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Elliott, Davis & Company, L.L.P.
23.3 -- Consent of Capital Resources Group, Inc.
23.4 -- Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in
Exhibit 5.1.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant 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, on September 14, 1998.
Carolina First Corporation
By: /s/ William S. Hummers III
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William S. Hummers III, Executive Vice President
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:
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Signature Title Date
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/s/ William R. Timmons, Jr.
____________________________ Chairman of the Board September 14, 1998
William R. Timmons, Jr.
/s/ Mack I. Whittle, Jr.
____________________________ President, Chief Executive Officer September 14, 1998
Mack I. Whittle, Jr. and Director (Principal Executive Officer)
/s/ William S. Hummers III
____________________________ Executive Vice President, Director September 14, 1998
William S. Hummers III (Principal Accounting and Financial Officer)
/s/ M. Dexter Hagy
____________________________ Director September 14, 1998
M. Dexter Hagy
/s/ Eugene E. Stone IV
____________________________ Director September 14, 1998
Eugene E. Stone IV
/s/ H. Earle Russell, Jr.
____________________________ Director September 14, 1998
H. Earle Russell, Jr.
/s/ Judd B. Farr
____________________________ Director September 14, 1998
Judd B. Farr
/s/ Charles B. Schooler
____________________________ Director September 14, 1998
Charles B. Schooler
/s/ Elizabeth P. Stall
____________________________ Director September 14, 1998
Elizabeth P. Stall
/s/ David C. Wakefield III
____________________________ Director September 14, 1998
David C. Wakefield III
/s/ Vernon E. Merchant, Jr.
____________________________ Director September 14, 1998
Vernon E. Merchant, Jr.
/s/ William R. Phillips
____________________________ Director September 14, 1998
William R. Phillips
/s/ C. Claymon Grimes, Jr.
____________________________ Director September 14, 1998
C. Claymon Grimes, Jr.
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EXHIBIT INDEX
5.1 -- Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of
shares of the Carolina First Corporation.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Elliott, Davis & Company, L.L.P.
23.3 -- Consent of Capital Resources, Inc.
23.4 -- Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in
Exhibit 5.1.
EXHIBIT 5.1
September 14, 1998
[WYCHE, BURGESS, FREEMAN & PARHAM, P.A. LETTERHEAD]
Carolina First Corporation
102 South Main Street
Greenville, South Carolina 29601
Colonial Bank of South Carolina, Inc.
1111 Broad Street
Camden, South Carolina 29202
RE: Registration Statement on Form S-4 with respect to 100,000 shares of
Carolina First Corporation Common Stock
Gentlemen/Ladies:
The opinions set forth herein are rendered with respect to the 100,000 shares,
$1.00 par value per share, of the Common Stock (the "Common Stock") of Carolina
First Corporation, a South Carolina corporation (the "Company"), which may be
issued by the Company in connection with its acquisition of Colonial Bank of
South Carolina, Inc. ("Colonial Bank"), all as set forth in that certain
Reorganization Agreement entered into as of July 1, 1998 by and among the
Company, Carolina First Bank and Colonial Bank. The Common Stock is being
registered with the Securities and Exchange Commission by the Company's
Registration Statement on Form S-4 (the "Registration Statement") filed on or
about September 16, 1998, pursuant to the Securities Act of 1933, as amended.
We have examined the Company's Articles of Incorporation, as amended, and the
Company's Bylaws, as amended, and reviewed the records of the Company's
corporate proceedings. We have made such investigation 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 provided to us by the Company and no
further investigation. With respect to all 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.
Based on and subject to the foregoing and subject to the comments, limitations
and qualifications set forth below, we are of the opinion that the shares of
Common Stock to be sold pursuant to the Registration Statement will, when issued
to the Colonial Bank shareholders in accordance with the Reorganization
Agreement, be legally and validly issued and 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 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, as amended, any law respecting disclosure, or any law respecting any
environmental matter. 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.
Except as noted below, this opinion is rendered solely for your benefit in
connection with 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.
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We consent to the use of this opinion as an exhibit to the Registration
Statement.
Yours truly,
/s/
Wyche, Burgess, Freeman & Parham, P.A.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Carolina First Corporation
We consent to the use of our report dated January 22, 1998 included in Carolina
First Corporation's Annual Report on Form 10-K for the year ended December 31,
1997, incorporated herein by reference and to the reference to our firm under
the heading "Experts" in the Proxy Statement/Prospectus for the acquisition of
Colonial Bank of South Carolina, Inc.
KPMG PEAT MARWICK LLP
Greenville, South Carolina
September 17, 1998
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Colonial Bank of South Carolina, Inc.
We consent to the use of our reports dated February 5, 1998 at and for the
periods ended December 31, 1997 and March 31, 1997 and May 8, 1996 at and for
the years ended March 31, 1996 and 1995, with respect to the financial
statements of Colonial Bank of South Carolina, Inc. included in registration
statement (Form S-4) for Carolina First Corporation and to the reference to our
firm under the heading "Experts" in the Proxy Statement/Prospectus for the
acquisition of Colonial Bank of South Carolina, Inc.
ELLIOTT, DAVIS & COMPANY, LLP
Greenville, South Carolina
September 14, 1998
Exhibit 23.3
CONSENT OF FINANCIAL ADVISOR
We consent to the incorporation by reference of our opinion into the
Registration Statement on Form S-4 being filed with the Securities and Exchange
Commission on or about September 14, 1998 by Carolina First Corporation in
connection with the proposed merger of Colonial Bank of South Carolina, Inc.
with and into Carolina First Corporation.
September 14, 1998
/s/ Capital Resources Group, Inc.
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Capital Resources Group, Inc.
[EXHIBIT TO COME]
