As filed with the Securities and Exchange Commission on September 16, 1998.
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4 MEF
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAROLINA FIRST CORPORATION
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(Exact name of registrant as specified in its charter)
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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. 333-60433
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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(1) Per Unit (1) Offering Price (1) Fee (2)
- ------------------------------ ---------------- ---------------- ------------------ -------
Common Stock 400,000 $3.96 $16,350,170 $4,823.25 (3)
(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
$16,350,170, which is the book value of the First National Bank of Pickens
County 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 2,727,564 shares. This registration statement registers an
additional 400,000 shares. Consequently, the Proposed Maximum Offering Price
Per Unit is the $16,350,170 divided by the aggregate shares of 3,127,564.
(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 First National Bank of Pickens County, 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. 333-60433) declared effective on or about August 11, 1998 are
incorporated herein by reference.
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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 Orr Management Company.
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 11, 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
/s/ William R. Timmons, Jr. Chairman of the Board September 11, 1998
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William R. Timmons, Jr.
/s/ Mack I. Whittle, Jr. President, Chief Executive Officer September 11, 1998
- ----------------------- and Director (Principal Executive Officer)
Mack I. Whittle, Jr.
/s/ William S. Hummers III Executive Vice President, Director September 11, 1998
- -------------------------- (Principal Accounting and Financial Officer)
William S. Hummers III
/s/ M. Dexter Hagy Director September 11, 1998
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M. Dexter Hagy
/s/ Eugene E. Stone IV Director September 11, 1998
- ----------------------
Eugene E. Stone IV
/s/ H. Earle Russell, Jr. Director September 11, 1998
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H. Earle Russell, Jr.
/s/ Judd B. Farr Director September 11, 1998
- ----------------
Judd B. Farr
- ------------------- Director September 11, 1998
Charles B. Schooler
/s/ Elizabeth P. Stall Director September 11, 1998
- ----------------------
Elizabeth P. Stall
/s/ David C. Wakefield III Director September 11, 1998
- --------------------------
David C. Wakefield III
- ----------------------- Director September 11, 1998
Vernon E. Merchant, Jr.
- ------------------- Director September 11, 1998
William R. Phillips
- ---------------------- Director September 11, 1998
C. Claymon Grimes, Jr.
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EXHIBIT INDEX
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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 Orr Management Company.
23.4 -- Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit 5.1.
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EXHIBIT 5.1
SEPTEMBER 11, 1998
[WYCHE, BURGESS, FREEMAN & PARHAM, P.A. LETTERHEAD]
Carolina First Corporation
102 South Main Street
Greenville, South Carolina 29601
First National Bank of Pickens County
200 South Pendleton Street
Easley, South Carolina 29640
RE: Registration Statement on Form S-4 with respect to 400,000
shares of Carolina First Corporation Common Stock
Gentlemen/Ladies:
The opinions set forth herein are rendered with respect to the 400,000 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 First National Bank
of Pickens County ("First National"), all as set forth in that certain
Reorganization Agreement entered into as of June 22, 1998 by and among the
Company, Carolina First Bank and First National. 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 14, 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 First National 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.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Yours truly,
Wyche, Burgess, Freeman & Parham, P.A.
By: /s/ William P. Crawford, Jr.
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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
First National Bank of Pickens County.
KPMG PEAT MARWICK LLP
Greenville, South Carolina
September 17, 1998
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
First National Bank of Pickens County
We consent to the use of our reports dated August 1, 1997 at and for the
years ended June 30, 1997 and 1996 and July 21, 1995 at and for the year ended
June 30, 1995, with respect to the financial statements of First National Bank
of Pickens County included in the 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 First National Bank of
Pickens County.
/s/ Elliott, Davis & Company, LLP
ELLIOTT, DAVIS & COMPANY, LLP
Greenville, South Carolina
September 14, 1998
EXHIBIT 23.3
CONSENT OF FINANCIAL ADVISOR
We consent to the references to our firm under the caption "Opinion of First
National's Financial Advisor" in the Registration Statement on Form S-4 being
filed with the Securities and Exchange Commission by Carolina First Corporation
in connection with the proposed merger of First National Bank of Pickens County
with and into Carolina First Corporation, pursuant to an Agreement and Plan of
Merger dated June 22, 1998.
ORR MANAGEMENT COMPANY
/s/ Laney Orr
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By: Laney Orr
September 16, 1998
