FORM 11-K
UNITED STATES
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, 1998
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
THE FIRST FINANCIAL HOLDINGS, INC. SHARING THRIFT 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
THE PLAN IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"). IN ACCORDANCE WITH ITEM NO. 4 OF REQUIRED
INFORMATION, THE PLAN FINANCIAL STATEMENTS AND SCHEDULES ATTACHED HERETO
WERE PREPARED IN ACCORDANCE WITH THE FINANCIAL REPORTING REQUIREMENTS OF
ERISA.
FIRST FINANCIAL HOLDINGS,
INC.
SHARING THRIFT PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1998 and 1997
CONTENTS
Page(s)
Report of Independent Auditors 1
Financial Statements for 1998 and 1997:
Statements of Net Assets Available for Benefits, With Fund 2
Information
Statements of Changes in Net Assets Available for Benefits, 3-4
With Fund Information
Notes to Financial Statements 5-11
Schedules Supporting 1998 Financial Statements:
Schedule I - Assets Held for Investment Purposes - Item 27a 12
Schedule II - Summary of Reportable Transactions - Item 27d 13
Signature 14
Consent of Independent Auditors 15
REPORT OF INDEPENDENT AUDITORS
The Plan Trustees
First Financial Holdings, Inc. Sharing Thrift Plan
We have audited the accompanying statements of net assets available for
benefits, with fund information, of First Financial Holdings, Inc. Sharing
Thrift Plan (the "Plan") as of December 31, 1998 and 1997 and the related
statements of changes in net assets available for benefits, with fund
information, for the years then ended. These financial statements are the
responsibility of the Trustees of the Plan. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits
provide 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 benefits, with fund
information, of the Plan as of December 31, 1998 and 1997, and the changes
in net assets available for benefits, with fund information, for the years
then ended in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying
supplementary information included in Schedules I and II is presented for
purposes of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Trustees of the Plan.
The Fund Information in the statements of net assets available for benefits
and the statements of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the
net assets available for plan benefits and changes in net assets available
for benefits of each fund. The supplemental schedules and Fund Information
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ MCLAIN, MOISE & ASSOCIATES, PC
June 25, 1999
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Statements of Net Assets Available for Benefits, With Fund Information
December 31, 1998 and 1997
December 31, 1998
Balanced Fixed Growth
Equity Income Stock Equity Bond Loan
Fund Fund Fund Fund Fund Fund Total
Assets:
Investments, at fair value $ 8,790,518 $ 3,003,925 $15,787,444 $ 5,049,409 $ 324,429 $ - $32,955,725
Employer contributions
receivable 77,099 30,524 251,980 81,881 7,838 - 449,322
Loans receivable from
participants - - - - - 430,887 430,887
Net assets available for
benefits $ 8,867,617 $ 3,034,449 $16,039,424 $ 5,131,290 $ 332,267 $ 430,887 $33,835,934
December 31, 1997
Balanced Fixed Growth
Equity Income Stock Equity Bond Loan
Fund Fund Fund Fund Fund Fund Total
Assets:
Investments, at fair value $ 7,541,278 $ 3,269,673 $21,102,703 $ 4,349,696 $ 301,845 $ - $36,565,195
Employer contributions
receivable 75,547 33,896 222,854 74,102 8,302 - 414,701
Loans receivable from
participants - - - - - 254,140 254,140
Net assets available for
benefits $ 7,616,825 $ 3,303,569 $21,325,557 $ 4,423,798 $ 310,147 $ 254,140 $37,234,036
See accompanying notes to financial statements.
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits, With Fund Information
Year Ended December 31, 1998
Balanced Fixed Growth
Equity Income Stock Equity Bond Loan
Fund Fund Fund Fund Fund Fund Total
Additions to net assets
attributable to:
Investment income:
Net appreciation
(depreciation) in fair
value of investments $ 985,243 $ - $(6,046,621) $ (66,312) $ 2,908 $ - $(5,124,782)
Interest - 174,271 6,023 - 18,714 48,828 247,836
Dividends 271,650 - 349,942 51,663 - - 673,255
Total investment
income (loss) 1,256,893 174,271 (5,690,656) (14,649) 21,622 48,828 (4,203,691)
Contributions:
Participants 404,662 147,640 286,304 420,786 26,042 - 1,285,434
Cafeteria credits - 55,796 - - - - 55,796
Employer match - - 719,281 - - - 719,281
Employer profit sharing 294,323 126,141 220,270 318,133 29,869 - 988,736
Total contributions 698,985 329,577 1,225,855 738,919 55,911 - 3,049,247
Total additions 1,955,878 503,848 (4,464,801) 724,270 77,533 48,828 (1,154,444)
Deductions from net assets
attributable to:
Benefits and withdrawals
paid to participants 560,331 434,426 983,549 256,978 29,545 - 2,264,829
Administrative fees 20,744 7,996 33,903 12,667 802 - 76,112
Total deductions 581,075 442,422 1,017,452 269,645 30,347 - 2,340,941
Net increase (decrease) before
transfers 1,374,803 61,426 (5,482,253) 454,625 47,186 48,828 (3,495,385)
Transfers:
Rollover contributions 20,693 - 63,523 11,020 2,047 - 97,283
Interfund transfers (144,704) (330,546) 132,597 241,847 (27,113) 127,919 -
Total transfers (124,011) (330,546) 196,120 252,867 (25,066) 127,919 97,283
Net increase (decrease) 1,250,792 (269,120) (5,286,133) 707,492 22,120 176,747 (3,398,102)
Net assets available for benefits:
Beginning of year 7,616,825 3,303,569 21,325,557 4,423,798 310,147 254,140 $37,234,036
End of year $ 8,867,617 $ 3,034,449 $16,039,424 $ 5,131,290 $ 332,267 $ 430,887 $33,835,934
See accompanying notes to financial statements.
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits, With Fund Information
Year Ended December 31, 1997
Balanced Fixed Growth
Equity Income Stock Equity Bond Loan
Fund Fund Fund Fund Fund Fund Total
Additions to net assets
attributable to:
Investment income:
Net appreciation in fair
value of investments $ 1,083,850 $ - $11,839,631 $ 640,073 $ 2,905 $ - $13,566,459
Interest - 188,681 5,533 - 20,746 26,717 241,677
Dividends 242,007 - 284,457 32,983 - - 559,447
Total investment income 1,325,857 188,681 12,129,621 673,056 23,651 26,717 14,367,583
Contributions :
Participants 387,501 163,381 208,847 330,816 28,188 - 1,118,733
Cafeteria credits - 47,044 - - - - 47,044
Employer match - - 582,831 - - - 582,831
Employer profit sharing 267,480 134,268 145,602 238,579 31,607 - 817,536
Total contributions 654,981 344,693 937,280 569,395 59,795 - 2,566,144
Total additions 1,980,838 533,374 13,066,901 1,242,451 83,446 26,717 16,933,727
Deductions from net assets
attributable to:
Benefits and withdrawals paid
to participants 226,158 226,790 423,151 149,039 7,872 - 1,033,010
Administrative fees 19,513 10,090 11,616 10,899 858 - 52,976
Total deductions 245,671 236,880 434,767 159,938 8,730 - 1,085,986
Net increase before transfers 1,735,167 296,494 12,632,134 1,082,513 74,716 26,717 15,847,741
Transfers:
Rollover contributions 2,064 - 1,022 12 2,048 - 5,146
Interfund transfers 77,351 (383,271) 192,971 209,865 (100,173) 3,257 -
Total transfers 79,415 (383,271) 193,993 209,877 (98,125) 3,257 5,146
Net increase (decrease) 1,814,582 (86,777) 12,826,127 1,292,390 (23,409) 29,974 15,852,887
Net assets available for benefits:
Beginning of year 5,802,243 3,390,346 8,499,430 3,131,408 333,556 224,166 21,381,149
End of year $ 7,616,825 $ 3,303,569 $21,325,557 $ 4,423,798 $ 310,147 $ 254,140 $37,234,036
See accompanying notes to financial statements.
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Notes to Financial Statements
Years Ended December 31, 1998 and 1997
1. Description of Plan
The following description of First Financial Holdings, Inc. (the
"Company") Sharing Thrift Plan (the "Plan") provides only general
information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions. The Company is the
holding company for First Federal Savings and Loan Association of
Charleston, South Carolina and subsidiaries (First Federal) and Peoples
Federal Savings and Loan Association in Conway, South Carolina and
subsidiaries (Peoples Federal) (together the "Thrifts").
The Plan is administered by a Committee of Trustees appointed by the
Company s Board of Directors. The Committee contracts with an outside
service organization for certain participant account record-keeping and
administrative services.
A. General
The Plan is a defined contribution plan consisting of both a tax-
deferred 401(k) program and a tax-deferred profit sharing program.
The Plan covers all eligible hourly and salaried employees of the
Company and its subsidiaries. Employees who have completed six
months of service and who are expected to complete a year of
service are eligible to make tax-deferred contributions.
Employees, 21 years of age and older, who have completed a year of
service in which they worked at least 1,000 hours are eligible to
receive profit sharing contributions. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
B. Contributions
The Plan permits eligible participants to contribute a maximum of
15% of their annual compensation (as defined and not to exceed
limitations prescribed by law).
The Company matches part or all of the participant s tax-deferred
contributions up to 5% of the participant's base compensation, and
makes a profit sharing contribution up to 6% of the participant's
base compensation. Company contributions are made quarterly. The
percentage for the Company's matching and profit sharing
contributions is determined for each of the Thrifts based on the
individual Thrift's annualized return on equity as of the beginning
of the quarter as follows:
Match and
Profit Sharing
Return on Equity Percentages
Less than 4% 0%
4% to less than 8% 25%
8% to less than 12% 50%
12% to less than 16% 75%
16% or more 100%
The Plan currently provides that regardless of the return on
equity, each eligible employee will receive a profit sharing
contribution equal to at least 1% of their base compensation on an
annual basis. However, profit sharing contributions can be changed
in amount or suspended at any time.
C. Participant Accounts
Each participant's account is credited with the participant's
contribution and allocations of (a) the Company's contributions
and, (b) Plan earnings, and charged with an allocation of
administrative expenses. Allocations are based on participant
earnings or account balances, as defined. Forfeited balances of
terminated participants' nonvested accounts are in addition to
Company contributions. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
vested account.
D. Vesting
The participant contributions and Company-match contributions are
immediately vested. The participants vest in the profit sharing
contributions at 10% per year for the first four years and at 20%
per year thereafter, until fully vested at seven years, or upon
their earlier death, disability or retirement at age 65 or older.
E. Investment Options
Upon enrollment in the Plan, participating employees may elect for
their contributions and allocated employer profit sharing
contributions to be invested in any of five investment funds as
follows:
Participant-directed funds:
- The Balanced Equity Fund is a managed mutual fund invested in a
combination of equity, debt and money market issues. During
1997 the Balanced Equity Fund represented interests in the
Fidelity Puritan Fund. During 1998, five Fidelity Freedom Funds
were also included in the Balanced Equity Fund.
- The Fixed Income Fund consists of investments in certificates of
deposit and/or interest-bearing deposit accounts of the Thrifts.
- The Stock Fund invests in common stock of First Financial
Holdings, Inc. Investments in the Stock Fund are generally not
available for transfer to other investment options. Effective
July 1, 1997 any participant, who had attained 10 years of
service and 50 years of age, may make a one-time transfer of
amounts held in their Stock Fund to other investment funds
options. In the event of this transfer, a twelve month waiting
period applies for further investments in the Stock Fund.
- The Growth Equity Fund is an unsegregated diversified managed
balanced fund that seeks to provide long-term growth of capital.
During 1998 and 1997 the Growth Equity Fund was invested in the
Fidelity Value Fund.
- The Bond Fund is an unsegregated diversified managed fixed
income fund that invests primarily in investment grade bonds and
seeks to provide a high level of current income consistent with
the maintenance of principal and liquidity. During 1998 and 1997
the Bond Fund was invested in the Fidelity Intermediate Bond
Fund.
During 1998 and 1997, participants could change their investment
options quarterly.
Nonparticipant-directed funds: The Company's matching contributions
are invested in common stock of First Financial Holdings, Inc.
Information is not available to report all changes in the Stock
Fund separately for participant-directed and nonparticipant
directed amounts. As of December 31, 1998, 70% of the investments
in the Stock Fund had been funded by employer contributions.
F. Loans Receivable from Participants
Participants may borrow from the Plan after one year of
participation. A participant must borrow at least $2,500 with the
maximum amount being the lesser of (1) $50,000 less any outstanding
balance on Plan loans over the last 12 months, or (2) the greater
of $10,000 or one-half of the participant's Plan account balance.
Generally, Plan loans are limited to one-half of the Participant's
Plan account balance. In addition, the amounts invested in the
Stock Fund are not available for borrowing.
G. Benefits and Withdrawals
On termination of service due to death, disability or retirement, a
participant will receive the value of the participant's vested
interest in his or her account. A participant is no longer
eligible to participate in the Plan after retirement or
termination.
A participant may also receive a hardship withdrawal upon meeting
certain immediate financial need requirements and receiving
approval of the Plan's Trustees. Funds derived from matching and
profit sharing contributions are not available for hardship
withdrawals.
2. Summary of Accounting Policies
A. Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting. The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.
B. Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of
registered investment companies are valued at quoted market prices
which represent the net asset value of shares held by the Plan at
year end. The First Financial Holdings, Inc. stock in the Stock
Fund is valued at the average of the bid and asked quoted market
price. Loans receivable from participants are valued at cost which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
C. Payment of Benefits and Withdrawals
Benefits are recorded when paid. Vested account balances
attributable to terminated employees at December 31, 1998 and 1997,
which were paid in the subsequent year, were $3,057,000 and
$400,000, respectively. Certain of these amounts represent benefit
claims that had been processed and approved for payment prior to
year end, but were disbursed in 1999 subsequent to allocating the
fourth quarter employer profit sharing and matching contribution.
Amounts allocated to withdrawing participants may be recorded on
the Form 5500 for benefit claims that have been processed and
approved for payment prior to December 31 but not yet paid as of
that date.
3. Investments
Plan assets are held in a trust established pursuant to an agreement
between the Company and the Trustees, who are officers of the Company
or Thrifts. The Trustees direct the investment activities of the trust
and have full discretionary authority for the purchase and sale of
investments, subject to the participants' investment elections and
certain other specified limitations. The fair values of the
investments of the trust at December 31, 1998 and 1997, were as
follows:
1998 1997
Cash demand deposits held by:
First Financial Holdings, Inc. $ 112,302 $ 90,758
Mutual Funds:
Fidelity Puritan Fund 8,604,513 7,541,278
Fidelity Intermediate Bond Fund 324,429 301,845
Fidelity Value Fund 5,049,409 4,349,696
Fidelity Freedom Fund 766 -
Fidelity Freedom 2000 959 -
Fidelity Freedom 2010 14,663 -
Fidelity Freedom 2020 81,661 -
Fidelity Freedom 2030 87,956 -
Certificates of deposit accounts:
First Federal or Peoples Federal 2,938,776 3,178,915
Equity securities:
First Financial Holdings, Inc.,
common stock 15,740,291 21,102,703
Total investments $ 32,955,725 $ 36,565,195
Certificates of deposit at December 31, 1998 consisted of amounts on
deposit with the Thrifts with interest rates ranging from 4.5% to
8.35%, with original maturities of fourteen months to five years.
During 1998 and 1997, the Plan's mutual funds appreciated in value in
the amounts of $921,839 and $1,726,828, respectively. During 1998 and
1997, the Plan's stock fund appreciated (depreciated) in value in the
amounts of $(6,046,621) and $11,839,631, respectively. These amounts
represent the total of the net realized gains or losses from
investment transactions and the net unrealized appreciation or
depreciation of investments. The method used in calculating realized
gains and losses is based on average net cost.
The investments of the Stock Fund on the Statements of Net Assets
Available for Benefits, include certain invested cash to be used for
future purchases of equity securities.
4. Contributions
The Thrifts quarterly return on equity resulted in the following
estimated average employer matching contributions (for those
participants contributing at least 5%) and employer profit sharing
contributions.
1998 1997
Employer matching contributions:
First Federal 5.00% 4.38%
Peoples Federal 3.75% 3.75%
Employer profit sharing contributions:
First Federal 6.00% 5.25%
Peoples Federal 4.50% 4.50%
These estimates represent the multiplication of the average return on
beginning equity percentages (in accordance with the schedule in Note
1.B.) times the 5% maximum matching percentage and 6% profit sharing
percentage, respectively.
Contributions receivable at December 31, 1998 and 1997 represent the
employer s matching and profit sharing contributions for the previous
fourth quarter.
5. Related Party Transactions
The Trustees select the investment options available to the
participants. Officers of the Company initiate transactions to
purchase and sell common stock of the Company and purchase and redeem
certificates of deposit for the Plan. Common stock transactions are at
market value by registered investment brokers.
Expenses incurred in connection with the administration of the Plan are
paid by the Plan. Administrative expenses paid by the Plan during 1998
and 1997 amounted to $76,112 and $52,976, respectively.
6. Tax Status
The Internal Revenue Service has previously informed the Plan's
administrators that the Plan is qualified under Sections 401(a) and
401(k) of the Internal Revenue Code, and of the exempt status of the
trust under Section 501(a) of the Code.
The Plan obtained its latest determination letter on May 20, 1996 in
which the IRS stated that the Plan, as then designed, was in compliance
with the applicable requirements of the Internal Revenue Code. The IRS
has extended until the last day of the first year beginning on or after
January 1, 2000, the remedial amendment period for amending plans that
are qualified under Section 401(a) for changes made by the Small
Business Job Protection Act of 1996 and for other recent changes in the
law. Prior to the expiration of the remedial period, the Company
intends to amend the Plan so that the form of the Plan will comply with
the applicable requirements of the Internal Revenue Code. Further, the
continued qualification of the Plan is dependent on its effect in
operations. The Plan administrator and the Plan s legal counsel
believe that the Plan is being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, they
believe that the Plan was qualified and that related trust was tax
exempt as of the financial statement date.
7. Amendments to the Plan
In connection with the Company s acquisition of Investors Savings Bank
of S.C. (Investors) on November 7, 1997, the Plan was amended effective
January 1, 1998, to admit as participants on January 1, 1998 any
Investors employees as of October 15, 1997, who were employed by the
Company on December 31, 1997. All previous qualifying service with
Investors qualified as service under the Plan for vesting purposes.
Also effective July 1, 1997 special eligibility provisions permitted
certain part-time employees to participate in the Plan.
8. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of Plan termination, participants will become 100 percent vested in
their accounts.
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Schedule I
Assets Held for Investment Purposes - Item 27a
December 31, 1998
Identity of issue, borrower, Current
lessor, or similar party Description of investment Cost Value
Cash on deposit with:
First Federal or Peoples Federal(1) 4.3% Interest-bearing deposits $ 112,302 $ 112,302
Mutual Funds (2):
Fidelity Puritan Fund 428,732 Units 7,541,278 8,604,513
Fidelity Intermediate Bond Fund 31,605 Units 301,845 324,429
Fidelity Value Fund 108,942 Units 4,349,696 5,049,409
Fidelity Freedom 69 Units - 766
Fidelity Freedom 2000 77 Units - 959
Fidelity Freedom 2010 1,096 Units - 14,663
Fidelity Freedom 2020 5,850 Units - 81,661
Fidelity Freedom 2030 6,319 Units - 87,956
Certificates of deposit:
First Federal or Peoples Federal(1) 2,938,776 2,938,776
Common stock:
First Financial Holdings, Inc.(1) 828,436 Shares of common stock 7,276,306 15,740,291
Total investments on balance sheet 22,520,203 32,955,725
Loans due from participants Bearing various interest rates
and maturities 430,887 430,887
Total investments $22,951,090 $33,386,612
(1) Parties-in-interest to the Plan.
(2) For purpose of this schedule, cost data for mutual funds is defined as the market value at the
beginning of the year. Original cost information is not available for mutual funds.
See accompanying report of independent auditors.
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Schedule II
Schedule of Reportable Transactions - Item 27d
Year Ended December 31, 1998
Sales
Net Gain
Identity of Party Involved Description of Assets Purchases Proceeds Cost (Loss)
First Federal or
Peoples Federal(1) Certificates of deposits $ 705,000 $ 945,139 $ 945,139 -
First Financial Holdings(1) Common Stock $ 1,396,598 $ 267,489 $ 81,421 $ 186,068
(1)Parties-in-interest to the Plan
See accompanying report of independent auditors.
SIGNATURE
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.
Sharing Thrift Plan
Date: June 28, 1999 By: /s/ Susan Baham
Susan Baham
Member of The First Financial Holdings, Inc.
Sharing Thrift Plan Trustees
CONSENT OF INDEPENDENT AUDITORS
The Plan Trustees
First Financial Holdings, Inc. Sharing Thrift Plan
We consent to the incorporation by reference in the Registration Statement
No. 33-22837 on Form S-8 pertaining to the First Financial Holdings, Inc.
Sharing Thrift Plan of our report dated June 25, 1999 with respect to the
financial statements of the First Financial Holdings, Inc. Sharing Thrift
Plan included on this Annual Report (Form 11-k) for the year ended December
31, 1998.
/s/ MCLAIN, MOISE & ASSOCIATES, PC
Charleston, South Carolina
June 28, 1999