FORM 11-K
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
First Financial Holdings, Inc. 1994 Employee Stock Purchase Plan
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
First Financial Holdings, Inc.
34 Broad Street
Charleston, SC 29401
FIRST FINANCIAL HOLDINGS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
Financial Statements
December 31, 1995
(With Independent Auditors' Report Thereon)
Index
Independent Auditors' Report
Financial Statements for 1995:
Statements of Net Assets Available for Plan Benefits
Statements of Changes in Net Assets Available for Plan
Benefits
Notes to Financial Statements
Independent Auditors' Consent
Signature
Independent Auditors' Report
The Board of Directors
First Financial Holdings, Inc.
1994 Employee Stock Purchase Plan:
We have audited the accompanying statement of net assets
available for plan benefits of First Financial Holdings, Inc.
1994 Employee Stock Purchase Plan as of December 31, 1995, and
the related statement of changes in net assets available for plan
benefits for the year then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility
is to express an opinion of these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the First Financial Holdings, Inc.
1994 Employee Stock Purchase Plan as of December 31, 1995, and
the changes in net assets available for plan benefits for the
year then ended in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
March 14, 1996
FIRST FINANCIAL HOLDINGS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1995
Assets:
Cash and cash equivalents $ 319
Net assets available for plan benefits $ 319
The accompanying notes are an integral part of these financial statements.
FIRST FINANCIAL HOLDINGS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1995
Additions to net assets attributed to:
Contributions from participants $ 58,705
Deductions from net assets attributed to:
Common stock distributions to participants 54,356
Withdrawal by participants from plan 4,030
58,386
Net increase in net assets available for
plan benefits 319
Net assets available for plan benefits at
beginning of year -
Net assets available for plan benefits at
end of year $ 319
The accompanying notes are an integral part of these financial statements.
FIRST FINANCIAL HOLDINGS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1995
1. Description of Plan
The following brief description of the First Financial
Holdings, Inc. 1994 Employee Stock Purchase Plan ("Plan") is
provided for general informational purposes only.
Participants should refer to the Plan Agreement for a more
complete description of the Plan's provisions.
General
On July 28th, 1994, the Board of Directors of First Financial
Holdings, Inc. ("Corporation"), approved the establishment of
the Plan to enable the eligible employees of the Corporation
and its designated subsidiaries with an opportunity to
purchase common stock of the Corporation through accumulated
payroll deductions at a discounted price of 90% of the fair
market value. At the annual meeting in January 1995, the
stockholders of the Corporation approved the Plan.
Participation in Plan
The Plan is a defined contribution employee stock purchase
plan sponsored by the Corporation. An employee who has been
continuously employed by the Corporation for at least six
consecutive months, who is employed by the Corporation on a
given enrollment date and who is scheduled to work at least
1,000 hours as an employee during each calendar year shall be
eligible to participate in the Plan for the offering period
commencing with such enrollment date (the first day of each
offering period). An offering period is a period of
approximately three months, beginning on the first trading
day on or after January 1, April 1, July 1, and October 1 of
each year and terminating on the last trading day on or
before the end of the period.
Contributions
Employees may contribute to the Plan through payroll
deductions. Eligible employees may elect to have payroll
deductions made on each pay day during an offering period in
an amount not exceeding ten percent of their gross
compensation.
Plan Administration
During the year ended December 31, 1995, the Corporation
absorbed all costs of the Plan's administration.
Tax Status
It is the intention of the Corporation to have the Plan
qualify as an "Employee Stock Purchase Plan" under Section
423 of the Internal Revenue Code of 1986, as amended.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on
the accrual basis and present the net assets available for
plan benefits and changes in those net assets using fair
values, based on quoted market prices.
3. Grant and Exercise of an Option
On the enrollment date of each offering period, each eligible
employee participating in the Plan will be granted an option
to purchase, on each exercise date of such offering period,
up to a number of shares of the Corporation's common stock.
The number of shares is determined by dividing the employee's
applicable payroll deductions accumulated prior to the
exercise date and retained in the participant's account as of
the exercise date by the applicable purchase price. The
purchase price is an amount equal to 90% of the fair market
value of a share of common stock on the enrollment date or on
the exercise date, whichever is lower.
Unless a participant withdraws from the Plan, his or her
option will be automatically exercised on the exercise date,
and the maximum number of full shares subject to option shall
be purchased for the participant at the applicable purchase
price with the accumulated payroll deductions in his or her
account. No fractional shares will be purchased; any payroll
deductions accumulated in a participant's account which are
not sufficient to purchase a full share shall be retained in
the participant's account and applied toward the purchase of
shares in a subsequent offering period.
4. Withdrawal or Termination of Employment
A participant may withdraw all, but no less than all, of the
applicable payroll deductions credited to his or her account
and not yet used to exercise his or her option under the Plan
at any time by giving written notice to the Corporation.
When a participant ceases to be an employee for any reason,
the participant's option will be automatically terminated.
Upon termination of a participant's employment relationship
the payroll deductions credited to the participant's account
during the offering period but not yet used to exercise the
option will be returned to such participant or, in the case
of his or her death, to the designated beneficiary.
5. Plan Termination
Although it has not expressed any intent to do so, the
Corporation has the right to terminate the Plan at anytime.
The termination cannot affect options previously granted,
provided that the Board of Directors may terminate an
offering period on any exercise date if the Board determines
that the termination of the Plan is in the best interest of
the Corporation and its stockholders.
6. Related Party Transactions
In the current year, the Plan purchased 3,395 shares of First
Financial Holdings, Inc. common stock, on behalf of the
participants in the Plan.
INDEPENDENT AUDITORS' CONSENT
The Plan Trustees
First Financial Holdings, Inc. 1994 Employee Stock Purchase Plan:
We consent to the incorporation by reference in the registration
statement (No. 33-57855) on Form S-8 of First Financial Holdings,
Inc. of our report dated March 14, 1996 relating to the statement
of net assets available for plan benefits of the First Financial
Holdings, Inc. 1994 Employee Stock Purchase Plan as of December
31, 1995, and the related statement of changes in net assets
available for plan benefits for the year then ended, which report
appears in the December 31, 1995 annual report on Form 11-K of
the First Financial Holdings, Inc. 1994 Employee Stock Purchase
Plan.
KPMG Peat Marwick LLP
Greenville, South Carolina
March 22, 1996
SIGNATURE
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
First Financial Holdings, Inc.
1994 Employee Stock Purchase Plan
Date: March 22, 1996 By: /s/ A. Thomas Hood
A. Thomas Hood
Executive Vice President
Treasurer
Principal Financial Officer
Duly Authorized Representative