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: February 17, 1999
CAROLINA FIRST CORPORATION
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(Exact name of registrant as specified in its charter)
South Carolina 0-15083 57-0824914
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(State of other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number)
102 South Main Street, Greenville, South Carolina 29601
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(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
In January 1999, Carolina First Corporation formed Carolina First
Foundation, a non-profit corporation organized for charitable purposes, and
contributed 290,000 shares of Net.B@nk, Inc. common stock to Carolina First
Foundation.
In February 1999, Carolina First Corporation contributed capital in the
form of 30,000 shares of Net.B@nk, Inc. to Carolina First Guaranty Reinsurance,
Ltd., a company which will be engaged in the reinsurance of credit insurance
offered to customers of Carolina First Corporation's banking subsidiaries.
On February 10, 1999, Carolina First Corporation and its wholly-owned
subsidiary, Carolina First Guaranty Reinsurance, Ltd., sold 50,000 shares and
30,000 shares, respectively, of Net.B@nk, Inc common stock at a net price of
$43.47 per share in connection with Net.B@nk's secondary public offering. In
addition, Carolina First Foundation sold 290,000 shares of Net.B@nk, Inc. common
stock at a net price of $43.47 per share in connection with Net.B@nk's secondary
public offering.
See attached Press Release from Net.B@nk, Inc. issued on February 5, 1999.
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 from Net.B@nk, Inc. Issued on February 5, 1999
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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
February 17, 1999 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 from Net.B@nk, Inc. Issued on February 5, 1999
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Exhibit 99.1
Net.B@nk (ticker: NTBK, exchange: NASDAQ) News Release
NET.B@NK, INC. PRICES COMMON STOCK OFFERING
ATLANTA, Feb. 5 /PRNewswire/ -- Net.B@nk, Inc. (Nasdaq: NTBK) reported today
that it has priced its previously announced public offering of common stock at a
price of $46.00 per share. The offering was increased in size from a previously
announced 2,370,000 shares to 2,800,000 shares, which includes 370,000 shares to
be sold by Carolina First Corporation and two of its affiliates. The offering is
being managed by Bear, Stearns & Co., Inc., Morgan Keegan & Company, Inc.,
Raymond James & Associates, Inc. and Kelton International Ltd. The Company has
granted the underwriters a 30-day option to purchase up to an additional 420,000
shares to cover over-allotments. The net proceeds of the offering will be used
to launch new marketing initiatives and to provide additional capital to support
asset growth.
Net.B@nk (http://www.netbank.com) is the largest federally insured
bank operating exclusively on the Internet. The Company's mission is to
profitably provide a broad range of banking and financial services to the
growing number of Internet users. Its low-cost, branchless business model
allowed Net.B@nk to attain profitability within a year of acquiring its bank
charter while continuing to pass along operating cost savings to customers in
the form of attractive interest rates and low fees.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sales of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities law of any such state. Copies of a
prospectus relating to the offering are available from Bear, Stearns & Co.,
Inc., 245 Park Avenue, New York, NY 10167; Morgan, Keegan & Company, Inc., 50 N.
Front St., 20th Floor, Memphis, TN 38103; Raymond Jaymes & Associates, Inc., 880
Carillon Parkway, St. Petersburg, FL 33716; or Kelton International Ltd., 35
Kurzon St., London, England W1Y 7AE.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: STATEMENTS IN THIS PRESS RELEASE REGARDING NET.B@NK'S BUSINESS WHICH ARE
NOT HISTORICAL FACTS ARE "FORWARD-LOOKING STATEMENTS" THAT INVOLVE RISKS AND
UNCERTAINTIES. FOR A DISCUSSION OF SUCH RISKS AND UNCERTAINTIES, WHICH COULD
CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE CONTAINED IN THE FORWARD-LOOKING
STATEMENTS, SEE "RISK FACTORS" IN THE COMPANY'S ANNUAL REPORT OR FORM 10-K FOR
THE MOST RECENTLY ENDED FISCAL YEAR.
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