SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
( x ) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
( ) Preliminary Proxy Statement
( x ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
Carolina First Corporation
(Name of Registrant as Specified In Its Charter)
Carolina First Corporation
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: *
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
( ) Filing Fee of $ was previously paid on , 199 ,
the date the Preliminary Proxy Statement was filed.
CAROLINA FIRST CORPORATION
102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601
March 8, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Carolina First Corporation (the "Annual Meeting") to be held
in the Cabaret Room, Roe Coach Factory, Peace Center for the Performing
Arts, 101 West Broad Street, Greenville, South Carolina, on Thursday, April
20, 1995 at 10:30 a.m.
The attached Notice of the Annual Meeting and Proxy Statement
describe the formal business to be transacted at the Annual Meeting. During
the Annual Meeting, we will report on the operations of Carolina First
Corporation. Directors and officers of Carolina First Corporation, as well
as representatives of Elliott, Davis & Company, our independent auditors,
will be present to respond to any questions stockholders may have.
To ensure proper representation of your shares at the Annual
Meeting, please sign, date and return the enclosed proxy card as soon as
possible, even if you currently plan to attend the Annual Meeting. This
will not prevent you from voting in person, but will ensure that your vote
will be counted if you are unable to attend.
Sincerely,
Mack I. Whittle, Jr.
President and Chief Executive Officer
CAROLINA FIRST CORPORATION
102 South Main Street
Greenville, South Carolina 29601
(803) 255-7900
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 20, 1995
To the Stockholders of Carolina First Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Carolina First Corporation (the "Company") will be held
on April 20, 1995 at 10:30 a.m., Greenville time, in the Cabaret Room, Roe
Coach Factory, Peace Center for the Performing Arts, 101 West Broad Street,
Greenville, South Carolina for the following purposes:
1. To set the number of Directors at twelve and to elect four
Directors to hold office until their respective terms
expire or until their successors are duly elected and
qualified;
2. To approve certain amendments to the Company's Employee
Stock Purchase Plan; and
3. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Stockholders of record at the close of business on February 21,
1995 will be entitled to vote at the Annual Meeting.
By Order of the Board of Directors
William S. Hummers III
Secretary
Greenville, South Carolina
March 8, 1995
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
IF YOU WISH, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON AT
THE ANNUAL MEETING.
CAROLINA FIRST CORPORATION
102 South Main Street
Greenville, South Carolina 29601
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 20, 1995
This Notice of Annual Meeting, Proxy Statement and Proxy (these
"Proxy Materials") are being furnished to shareholders in connection with a
solicitation of proxies by the Board of Directors of Carolina First
Corporation (the "Company"). This solicitation is being made in connection
with the Annual Meeting of Stockholders (the "Annual Meeting") to be held in
the Cabaret Room, Roe Coach Factory, Peace Center for the Performing Arts,
101 West Broad Street, Greenville, South Carolina at 10:30 a.m. on April 20,
1995. These Proxy Materials are being mailed on approximately March 8,
1995.
Voting Matters
Stockholders of record as of the close of business on February 21, 1995
will be entitled to vote at the Annual Meeting. At the close of business on
that day, there were 4,613,256 shares of the Company's $1.00 par value
common stock ("Common Stock") outstanding, 616,000 shares of the Company's
N o ncumulative Convertible Preferred Stock Series 1993 ("Series 1993
Preferred Stock") outstanding, 56,038 shares of the Company's Noncumulative
Convertible Preferred Stock Series 1993B ("Series 1993B Preferred Stock")
outstanding, and 918,700 shares of the Company's Noncumulative Convertible
Preferred Stock Series 1994 ("Series 1994 Preferred Stock") outstanding.
Holders of Common Stock are entitled to one vote per share on each of the
matters presented at the Annual Meeting or any adjournments thereof.
Holders of Series 1993 Preferred Stock, Series 1993B Preferred Stock and
Series 1994 Preferred Stock are entitled to 1.9173 votes per share, 1.75
votes per share and 1.7931 votes per share, respectively, on each of the
matters presented at the Annual Meeting or any adjournments thereof.
Stockholders do not have cumulative voting rights. Shares may be voted in
person or by proxy. The presence, either in person or by proxy, of holders
of shares representing a majority of the outstanding votes of the Company
outstanding at February 21, 1995 is necessary to constitute a quorum at the
Annual Meeting.
Revocability of Proxy
Shares represented by a properly executed proxy in the accompanying
form and given by a stockholder, and not revoked, will be voted in
accordance with such instructions. As stated in the Proxy, if a returned
Proxy does not specify otherwise, the shares represented thereby will be
voted in favor of all proposals set forth herein. Proxies may be revoked at
any time prior to their being voted at the Annual Meeting by oral or written
notice to William S. Hummers III at Carolina First Corporation, 102 South
Main Street, Greenville, South Carolina 29601, (803) 255-7913 or by
execution and delivery of a subsequent proxy or by attendance and voting in
person at the Annual Meeting.
Solicitation of Proxies
This solicitation of proxies is made by the Company, and the Company
will bear the cost of this proxy solicitation, including the cost of
preparing, handling, printing and mailing these Proxy Materials. Proxies
will be solicited principally through these Proxy Materials. Proxies may
also be solicited by telephone or through personal solicitation conducted by
regular employees of the Company. Employees and officers will be reimbursed
for the actual out-of-pocket expenses incurred in connection with such
solicitation. Banks, brokers and other custodians are requested to forward
proxy solicitation material to their customers where appropriate, and the
Company will reimburse such banks, brokers and custodians for their
reasonable out-of-pocket expenses in sending the proxy material to be
beneficial owners of the shares.
1
ELECTION OF DIRECTORS
Item 1 on the Proxy
Nominations for Election of Directors
The Company's Board of Directors is currently comprised of twelve
persons, which number was set at the Company's 1994 Annual Meeting of
Stockholders. The Company's Articles of Incorporation provide that in the
event that the Board of Directors is comprised of nine or more persons, the
Board of Directors shall be divided into three classes of Directors with
each class being elected for staggered three-year terms. Directors will be
elected by a plurality of votes cast at the Annual Meeting. Abstentions and
broker non-votes with respect to Nominees will not be considered to be
either affirmative or negative votes.
Identification of Nominees
Management proposes to nominate to the Board of Directors the four
persons listed as Nominees in the table below. Each of the Nominees are
currently serving as Company Directors. Each Nominee, if elected, will
serve until the expiration of his/her respective term and until such
Nominee's successor is duly qualified. Unless authority to vote with
respect to the election of one or more Nominees is "WITHHELD," it is the
intention of the persons named in the accompanying Proxy to vote such Proxy
for the election of these Nominees. Management believes that all such
Nominees will be available and able to serve as Directors. However, should
any Nominee become unable to accept nomination or election, it is the
intention of the person named in the Proxy, unless otherwise specifically
instructed in the Proxy, to vote for the election of such other persons as
management may recommend.
The following table sets forth the names and ages of the four
Nominees for Directors and the Directors continuing in office, the positions
and offices with the Company held by each such person, and the period that
each such person has served as a Director of the Company.
Position or Director
Name Age Office with the Company Since
Nominees For Directors
Terms expiring in 1998
C. Claymon Grimes, Jr. 71 Director 1990
Judd B. Farr 67 Director 1994
Elizabeth P. Stall 62 Director 1986
Mack I. Whittle, Jr. 46 President, Chief Executive Officer 1986
Directors Continuing In Office
Terms expiring in 1996
Robert E. Hamby, Jr. 47 Director 1993
William S. Hummers III 49 Executive Vice President, Secretary/Treasurer 1990
Charles B. Schooler 65 Director 1990
William M. Webster III 60 Director 1986
Terms expiring in 1997
R. Glenn Hilliard 51 Director 1986
Richard E. Ingram 52 Director 1986
William R. Timmons, Jr. 69 Chairman of the Board of Directors 1986
M. Dexter Hagy 49 Director 1993
2
Business Experience of Nominees and Directors
Mr. Farr is the owner and President of Greenco Beverage, Inc., a
distributorship headquartered in Greenville, South Carolina. Mr. Farr has
served as President since the opening of Greenco Beverage, Inc. in 1965.
Mr. Grimes is an attorney in private practice in Georgetown, South
Carolina. From 1987 until 1992 Mr. Grimes was of counsel with The McNair
Law Firm in its Georgetown, South Carolina office.
Mr. Hamby is Senior Vice President-Finance and Administration and
Chief Financial Officer of Multimedia, Inc., a diversified media company
headquartered in Greenville, South Carolina which owns and operates
newspapers, television and radio stations, cable television systems and
media productions. Mr. Hamby became Multimedia, Inc.'s Chief Financial
Officer in 1987 and Senior Vice President in 1993. Prior to 1985, when Mr.
Hamby first became affiliated with Multimedia, Inc., Mr. Hamby was a partner
in the accounting firm of KPMG Peat Marwick. Mr. Hamby is a director of
Multimedia, Inc.
Mr. Hagy is President of Vaxa Corporation, an investment holding
company located in Greenville, South Carolina which was formed in 1988.
From 1991 through 1993, Mr. Hagy (through Vaxa Corporation) owned and
operated Siteguard Security Holding Company, a security alarm business
headquartered in Greenville, South Carolina. Mr. Hagy is a director of
Multimedia, Inc.
Mr. Hilliard is President and Chief Executive Officer of ING Life
Companies, a company which is engaged in insurance related operations. From
1989 until 1992, Mr. Hilliard served as President and Chief Executive
Officer of Security Life of Denver. Prior to 1989, he was Chairman and
Chief Executive Officer of Liberty Life Insurance Company, Greenville, South
Carolina.
Mr. Hummers joined the Company in June 1988 in his present capacity.
From 1986 to 1988, he was Vice President - Management Reporting with First
Union Corporation, Charlotte, North Carolina. From 1982 to 1986, he was
Senior Vice President and Controller with Southern Bank and Trust which was
acquired by First Union National Bank of South Carolina in 1986. He is also
a director of World Acceptance Corporation.
Mr. Ingram is Chairman of Builder Marts of America, Inc., a company
engaged in the wholesale distribution of building materials ("Builder
Marts"). From 1988 until 1993, Mr. Ingram served as Chief Executive Officer
of Builder Marts. Since 1993, Mr. Ingram has also served as Chief Executive
Officer of Snyder's Auto Sales, Inc., a company which operates a car
dealership in Greenville, South Carolina. Mr. Ingram is also a director of
Synalloy Corporation.
Mr. Schooler is a Doctor of Optometry in Georgetown, South Carolina.
Ms. Stall is a private investor in Greenville, South Carolina. She
is a director of Multimedia, Inc.
Mr. Timmons is Chairman of Canal Insurance Company, an insurer of
commercial motor vehicles ("Canal"). From 1947 until 1993, Mr. Timmons
served as Canal's First Vice President and Secretary.
Mr. Webster has been a partner in Carabo Capital, a company which
owns real property, since 1978. During the past five years until 1992, Mr.
Webster has also served as an executive officer of Litchfield Enterprises,
Inc., a resort development company.
Mr. Whittle has been President and Chief Executive Officer of the
Company since its organization in 1986. From 1986 until 1991, Mr. Whittle
also served as President of Carolina First Bank. Mr. Whittle previously
served as Senior Vice President and Regional Officer for Bankers Trust of
South Carolina (currently NationsBank of South Carolina) from 1982 until May
1986, when he resigned his position in order to organize the Company.
3
Meetings and Committees of the Board of Directors
The Board of Directors held ten meetings in 1994. No Director
attended less than 75% of such meetings, except Mr. Hilliard, who had
previous commitments.
The Board of Directors has an Audit Committee which reviews the audit
plan, the results of the audit engagement of the Company's accountants, the
scope and results of the Company's procedures for internal auditing and
i n ternal control, and the internal audit reports of the Company's
subsidiaries. The Audit Committee is currently comprised of Messrs. Grimes,
Schooler, Hamby, Webster and Ingram. The Audit Committee met three times
during 1994. All members were present at each of these meetings.
The Board of Directors has a Compensation Committee which reviews the
Company's compensation policies and benefit plans and makes recommendations
regarding senior management compensation. Its report is set forth herein.
The Compensation Committee is currently comprised of Mr. Hamby, Mr.
Hilliard, Mr. Webster and Ms. Stall. The Compensation Committee met three
times during 1994. All members were present at 75% of the meetings, except
Mr. Hamby and Mr. Webster, who had previous commitments. No members of the
Compensation Committee are officers or employees of the Company or its
subsidiaries.
The Board of Directors has an Executive Committee comprised of
Messrs. Ingram, Timmons, Webster, and Whittle. The Executive Committee
performs such duties as are specifically delegated to it by a majority of
the Board of Directors in accordance with the Bylaws of the Company. The
Executive Committee did not meet during 1994.
The Company does not have a nominating committee. The functions
typically performed by a nominating committee were performed by the entire
Board of Directors.
4
AMENDMENT OF THE EMPLOYEE STOCK PURCHASE PLAN
(Item 2)
The Board of Directors is submitting for shareholder approval certain
amendments to the Employee Stock Purchase Plan (the "Plan"). The Plan
provides employees of the Company and its subsidiaries with the opportunity
to acquire Common Stock through a payroll deduction plan. The Plan was
approved by the Company's shareholders at the 1994 Annual Meeting. However,
the Company has determined that it is appropriate to amend the Plan to
qualify it under Section 423 ("Section 423") of the Internal Revenue Code of
1986, as amended (the "Code"), all as described in greater detail below.
Holders of a majority of the votes represented by outstanding shares of
voting stock of the Company must approve any material amendments to the
Plan. This shareholder approval is required under Section 423, as well as
under the Bylaws of the NASD, to which the Company is subject because its
Common Stock is traded on the Nasdaq National Market. Abstentions and
broker non-votes will not be considered to be affirmative votes. At March
1, 1995, the closing price of the Common Stock, as reported by NASDAQ, was
$15.125.
The Board believes that proposed amendments to the Plan are
appropriate and will facilitate the Plan's purpose of furthering employee
stock ownership in the Company. For the reasons set forth below, the Board
unanimously recommends a vote FOR the adoption of the Plan.
Reasons for Approval. Section 423 of the Code provides that unless a
plan is qualified under such section and certain other conditions are met,
employees will recognize income on the difference between the fair market
value of the stock purchased and the actual purchase price of the stock
(which is at a 5% discount). However, if a plan is qualified under Section
423, participants will not recognize income at the time of purchase, but
instead, will recognize such income at the time of disposition of the
underlying shares. The Company believes that qualifying the Plan under
Section 423 is a desirable step which will increase employee participation
in the Plan and employee ownership of the Company. The Company believes
that the equity ownership by employees will serve as a significant incentive
to the Company employees to improve the long-term performance of the
Company, thereby improving the long-term return to all of the Company's
shareholders. Accordingly, the Board believes that the proposed amendments
are in the best interests of the Company and its shareholders.
Proposed Amendments to the Plan
The Plan is being amended to incorporate by reference any provisions
from Section 423 which are necessary to its qualification thereunder. These
provisions, among other things, (a) prohibit the participation in the Plan
b y 5% shareholders, (b) prohibit the exclusion of employees from
participation, except for limited exceptions, (c) require uniform treatment
of all participants under the plan, (d) prohibit the transfer of the right
to purchase stock except by will or the laws of descent and distribution,
and (e) limit participants to purchases not in excess of $25,000 per year.
If the Plan is qualified under Section 423, the portion of base
compensation withheld pending purchase of Common Stock pursuant to the Plan
will be taxed as ordinary income and will be subject to withholding
requirements and payroll taxes. Participants will not recognize income upon
the purchase of the Common Stock under the Plan to the extent of the
difference between the purchase price of such Common Stock and its fair
market value on the date of purchase (the "Spread"), unless a "disqualifying
disposition" occurs. Furthermore, unless a "disqualifying disposition"
occurs, participants will recognize income or loss upon the sale of Common
Stock purchased pursuant to the Plan to the extent that the sales price
exceeds or is less than the purchase price of the Common Stock. To the
extent that proceeds from the sale of the shares exceed the purchase price,
the portion of the proceeds equal to the Spread is ordinary income and any
proceeds in excess of the sum of the purchase price and the Spread will be
characterized as capital gain income. A "disqualifying disposition" will
occur if the participant transfers shares purchased under the Plan within 24
months after the date of purchase. If such transfer occurs, then any gain
will be ordinary income and any losses will be capital losses. A
disposition is deemed to occur upon the death of a participant. The Company
does not receive any deductions in connection with shares
5
qualified under Section 423 if no disqualifying dispositions occur.
The Company may receive a deduction for the Spread (if the Company elects
to pursue such deduction) if a disqualifying disposition occurs.
If the Plan is not qualified, the portion of base compensation
withheld pending purchase of Common Stock pursuant to the Plan will be taxed
as ordinary income and will be subject to withholding requirements and
payroll taxes. In addition, participants will recognize ordinary income
upon the purchase of the Common Stock under the Plan to the extent of the
Spread. The Spread will also be subject to withholding requirements and
payroll taxes. Participants will recognize income or loss upon the sale of
such Common Stock to the extent that the sales price exceeds or is less than
the Fair Market Value of the Common Stock on the date it was purchased.
Upon the purchase of Common Stock under the Plan, the Company will receive a
deduction to the extent of the difference between the purchase price of such
Common Stock and its Fair Market Value on the date of purchase.
Material Features of the Plan
The Plan is summarized below. However, this summary is qualified in
its entirety by reference to the text of the Plan, a copy of which may be
obtained, without charge, by written request to the Company, Post Office Box
1029, Greenville, South Carolina 29602 Attention: William S. Hummers III.
In general, all employees of the Company and any subsidiary (except
certain executive officers who are reporting persons under Section 16 of the
Exchange Act, as amended) who work 20 hours or more per week for more than
five months per calendar year and who have completed one year of continuous
service with the Company or a subsidiary are eligible to participate. As of
the date hereof, approximately 378 employees are eligible to participate in
the Plan. None of the executive officers set forth in the Summary
Compensation Table on page 9 hereof are eligible to participate in the Plan.
Under the terms of the Plan, an eligible employee may authorize the
Company to withhold up to 10% of his or her base compensation to be used to
purchase Common Stock. These payroll deductions will be accumulated for
quarterly periods and used to purchase Common Stock on quarterly purchase
dates as set forth in the Plan. Common Stock purchased pursuant to the Plan
shall be acquired at 95% of its "fair market value" on the date of purchase.
Fair market value is defined as the high and low sale prices of the Common
Stock on the Nasdaq National Market on the five business days preceding the
date in question. Common Stock purchased pursuant to the Plan shall be
issued by the Company from its authorized but unissued Common Stock. The
total number of shares which may be issued under the Plan is limited to
250,000 shares (subject to equitable adjustments in certain circumstances,
such as stock splits and stock dividends).
The Plan is administered by a committee comprised of non-employee
Board members appointed from time to time by the Board (the "Plan
Administrators"). The Plan Administrators have full authority to administer
the Plan, including, without limitation, authority to interpret and construe
provisions of the Plan and to adopt such rules and regulations for the Plan
as they deem necessary.
Plan participants are subject to certain limitations when increasing
the amount of their payroll deductions. Participants may terminate or
reduce their level of participation at any time. Upon termination of
participation, participants may elect to have any uninvested payroll
deductions returned to them.
The Board may, in certain instances and subject to applicable law,
amend the Plan. However, no material amendments may be made without
requisite shareholder approval. The Plan will terminate upon the earlier of
May 1, 2004 or the date on which all shares available for issuance under the
Plan shall have been sold pursuant to the Plan. In the event the proposed
amendments are not approved by the shareholders, the Plan will continue in
effect as approved by the Company's shareholders at the 1994 Annual Meeting
of Shareholders and will not be qualified under Section 423.
The Board unanimously recommends that shareholders approve the
amendments to the Employee Stock Purchase Plan.
6
Performance Graph
The following graph sets forth the performance of the Company's
Common Stock for the five year period from December 31, 1989 through
December 31, 1994 as compared to the NASDAQ Market Composite Index and an
index comprised of all NASDAQ commercial banks and bank holding companies.
All stock prices reflect the reinvestment of cash dividends.
1994 PROXY
PERFORMANCE GRAPH
(Graph appears here plot points are as follows)
12/89 12/90 12/91 12/92 12/93 12/94
CFC 100.000 62.685 60.461 95.222 101.977 116.969
Nasdaq Market 100.000 84.918 136.277 158.579 180.933 176.916
Nasdaq Bank Stocks 100.000 73.232 120.168 174.869 199.334 198.692
7
EXECUTIVE OFFICERS
The Company's executive officers are appointed by the Board of
Directors and serve at the pleasure of the Board. The following persons
serve as executive officers of the Company.
Company Offices Company
Name Age Currently Held Officer Since
Mack I. Whittle, Jr. 46 President and CEO 1986
William S. Hummers III 49 Executive Vice President 1988
and Secretary/Treasurer
James W. Terry, Jr. 47 President and Director of 1991
Carolina First Bank
David L. Morrow 45 Executive Vice President and Director 1992
of Carolina First Bank
Joseph C. Reynolds 49 President and Director of 1993
Carolina First Mortgage Company
Business Experience of Executive Officers
Mr. Whittle's business experience is set forth above under
"Business Experience of Nominees and Directors."
Mr. Hummers' business experience is set forth above under "Business
Experience of Nominees and Directors."
Mr. Terry has served as the President and a Director of Carolina
First Bank since 1991. From 1986 to 1991, Mr. Terry was Senior Vice
President and Regional Executive for First Union National Bank of South
Carolina in Greenville, South Carolina.
Mr. Morrow currently serves as Executive Vice President and a
Director of Carolina First Bank. From 1992 until the merger of Carolina
First Savings Bank, F.S.B. into Carolina First Bank in February 1995, Mr.
Morrow served as the President of Carolina First Savings Bank, F.S.B.. From
1988 to 1992, Mr. Morrow was Vice President/City Executive for First Union
National Bank of South Carolina in Hilton Head, South Carolina.
Mr. Reynolds has served as President of Carolina First Mortgage
Company since 1993. From 1984 until 1993, Mr. Reynolds was Senior Vice
President and Chief Mortgage Banking Officer at South Carolina Federal
Savings Bank, F.S.B. in Columbia, South Carolina.
8
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Compensation of Directors
During 1994 non-officer Directors received an annual fee of $7,200
plus $500 for each Board of Director's meeting attended. Directors who are
members of committees which met on the same day as a meeting of the Board of
Directors received $100 for each committee meeting attended. Directors on
committees which met on other days received $200.
Summary of Cash and Certain Other Compensation
The following table shows the cash compensation paid by the
Company, as well as certain other compensation paid or accrued, to the
Company's Chief Executive Officer and to the executive officers of the
Company who earned in excess of $100,000 per year in compensation (in all
capacities) for the years ending December 31, 1994, 1993 and 1992.
Long Term Compensation
Annual Compensation Awards Payouts
Other Securities
Annual Restricted underlying All
Name and Compen- Stock options/ LTIP Other
Principal Position Year Salary Bonus sation Awards SARs (#) Payouts Compensation
Mack I. Whittle, Jr. 1994 $ 244,989 $ 125,875 (1) $ 150,000 (2) -- -- $ 30,324 (3)
President, Chief Executive 1993 $ 205,607 $ 131,017 (1) $ 122,500 (2) -- -- $ 35,492
Officer 1992 $ 180,150 $ 54,142 (1) $ 100,000 (2) -- -- $ 33,224
William S. Hummers III 1994 $ 152,450 $ 75,525 (1) $ 90,000 (4) -- -- $ 29,724 (5)
Executive Vice President 1993 $ 138,000 $ 82,748 (1) $ 60,000 (4) -- -- $ 28,952
1992 $ 119,500 $ 27,071 (1) $ 50,000 (4) -- -- $ 26,645
James W. Terry , Jr. 1994 $ 161,350 $ 71,050 (1) $ 60,000 (6) -- -- $ 25,761 (7)
President 1993 $ 147,400 $ 42,985 (1) $ 49,000 (6) -- -- $ 24,902
Carolina First Bank 1992 $ 138,219 $ 21,657 (1) $ 30,000 (6) -- -- $ 23,605
David L. Morrow 1994 $ 126,450 $ 44,686 (1) $ 60,000 (8) -- -- $ 15,324 (9)
Executive Vice President 1993 $ 118,910 $ 26,415 (1) $ 36,750 (8) -- -- $ 12,021
Carolina First Bank 1992 $ 113,660 $ 6,000 (1) $ 10,000 (8) -- -- $ 11,491
Joseph C. Reynolds 1994 $ 128,200 $ 13,382 (1) $ 60,000 (10) -- -- $ 13,824(11)
President, Carolina First 1993 $ 125,800 $ 56,295 (1) $ 61,250 (10) -- -- $ 12,718
Mortgage Company 1992 $ -- $ -- -- $ -- -- -- $ --
- - -------------------------------------------
(Footnotes on following page)
9
- - -----------------------------------------
(1) Certain amounts may have been expended by the Company which may have
had value as a personal benefit to the executive officer. However, the
total value of such benefits did not exceed the lesser of $50,000 or
10% of the annual salary and bonus of such executive officer.
(2) Pursuant to the Company's Restricted Stock Plan, Mr. Whittle was
awarded 11,025 shares, 10,500 shares and 10,000 shares in 1992, 1993
and 1994, respectively (as adjusted for stock dividends). Each of
these awards was granted for nominal consideration and vest 20% per
year over a period of 5 years from the date of the award. At December
31, 1994, Mr. Whittle held a total of 29,646 shares of restricted stock
awarded pursuant to the Restricted Stock Plan having a market value as
of December 31, 1994 of $415,044. Dividends are payable on the
restricted stock to the extent paid on the Company's Common Stock
generally.
(3) This amount is comprised of (i) $6,000 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Whittle to match fiscal
1994 pre-tax deferral contributions, all of which is vested, (ii)
$9,324 contributed to the Company's Employee Stock Ownership Plan (the
"ESOP"), and (iii) $15,000 in premiums paid by the Company on behalf of
Mr. Whittle with respect to insurance not generally available to all
Company employees.
(4) Pursuant to the Company's Restricted Stock Plan, Mr. Hummers was
awarded 5,512 shares, 6,300 shares and 6,000 shares in 1992, 1993 and
1994, respectively (as adjusted for stock dividends). Each of these
awards was granted for nominal consideration and vest 20% per year over
a period of 5 years from the date of the award. At December 31, 1994,
Mr. Hummers held a total of 17,427 shares of restricted stock awarded
pursuant to the Restricted Stock Plan having a market value as of
December 31, 1994 of $243,978. Dividends are payable on the restricted
stock to the extent paid on the Company's Common Stock generally.
(5) This amount is comprised of (i) $5,400 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Hummers to match fiscal
1994 pre-tax deferral contributions, all of which was vested, (ii)
$9,324 contributed to the ESOP, and (iii) $15,000 in premiums paid by
the Company on behalf of Mr. Hummers with respect to insurance not
generally available to all Company employees.
(6) Pursuant to the Company's Restricted Stock Plan, Mr. Terry was awarded
3,307 shares, 4,200 shares and 4,000 shares in 1992, 1993 and 1994,
respectively (as adjusted for stock dividends). Each of these awards
was granted for nominal consideration and vest 20% per year over a
period of 5 years from the date of the award. At December 31, 1994,
Mr. Terry held a total of 10,780 shares of restricted stock awarded
pursuant to the Restricted Stock Plan having a market value at December
31, 1994 of $150,920. Dividends are payable on the restricted stock to
the extent paid on the Company's Common Stock generally.
(7) This amount is comprised of (i) $4,250 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Terry to match fiscal 1994
pre-tax deferral contributions, of which all was vested, (ii) $11,511
contributed to the ESOP, and (iii) $10,000 in premiums paid by the
Company on behalf of Mr. Terry with respect to insurance not generally
available to all Company employees.
(8) Pursuant to the Company's Restricted Stock Plan, Mr. Morrow was awarded
1,103 shares, 3,150 shares and 4,000 shares in 1992, 1993 and 1994,
respectively (as adjusted for stock dividends). Each of these awards
was granted for nominal consideration and vest 20% per year over a
period of 5 years from the date of the award. At December 31, 1994,
Mr. Morrow held a total of 7,183 shares of restricted stock awarded
pursuant to the Restricted Stock Plan having a market value at December
31, 1994 of $100,562. Dividends are payable on the restricted stock to
the extent paid on the Company's Common Stock generally.
(9) This amount is comprised of (i) $6,000 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Morrow to match fiscal 1994
pre-tax deferral contributions, of which 60% was vested and (ii) $9,324
contributed to the ESOP.
(10) Pursuant to the Company's Restricted Stock Plan, Mr. Reynolds was
awarded 5,250 shares and 4,000 shares in 1993 and 1994, respectively (as
adjusted for stock dividends). This award was granted for nominal
consideration and vest 20% per year over a period of 5 years from the
date of the award. At December 31, 1994, Mr. Reynolds held a total of
8,000 shares of restricted stock awarded pursuant to the Restricted
Stock Plan having a market value at December 31, 1994 of $114,800.
Dividends are payable on the restricted stock to the extent paid on the
Company's Common Stock generally.
(11) This amount is comprised of (i) $4,500 contributed to the Company's 401(k)
Plan by the Company on behalf of Mr. Reynolds to match fiscal 1994 pre-tax
deferral contributions, of which 40% was vested, and (ii) $9,324
contributed to the ESOP.
10
Board Compensation Committee Report on Executive Compensation
Decisions with respect to the compensation of the Company's executive
officers are made by the Compensation Committee of the Board. Each member
of the Compensation Committee is a non-employee director. All decisions of
the Compensation Committee relating to the compensation matters are reviewed
by the full Board of Directors. Set forth below is a report submitted by
the Compensation Committee which addresses the Company's compensation
policies for 1994 with respect to Mr. Whittle as CEO, and Messrs. Hummers,
Terry, Morrow and Reynolds, who represent all executive officers of the
Company or any Company subsidiary (other than Mr. Whittle) who earned in
excess of $100,000 during 1994 (collectively with Mr. Whittle, the "Senior
Executives").
Compensation Committee Report
General Compensation Policies and Specific Guidelines.
The Compensation Committee believes that compensation
arrangements should be structured so as to provide
competitive levels of compensation that integrate pay
with the Company's short-term and long-term performance
goals, reward above-average corporate performance and
recognize individual initiative, responsibility and
achievements. In determining 1994 compensation, the
Compensation Committee utilized, among other things,
guidelines set forth in the Company's Short-Term
Management Performance Plan (the "Short-Term Plan"). The
Short-Term Plan and the performance goals thereunder were
adopted by the Board of Directors at the beginning of
1994. The Short-Term Plan is designed to aid the Board
of Directors and the Compensation Committee in
determining appropriate levels of bonus compensation for
key employees based on the Company's short-term
performance. The purpose of such short-term incentive
bonus compensation is to recognize and reward those key
employees of the Company who contribute substantially to
the Company's achievement of short-term, strategic
objectives.
The Compensation Committee also endorses the position
that equity ownership by management and equity-based
performance compensation arrangements are beneficial in
aligning managements' and shareholders' interest.
Accordingly, in 1993 the Board of Directors adopted the
Carolina First Corporation Long-Term Management
Performance Plan (the "Long-Term Plan"), which is
designed reward key employees based on the Company's
long-term performance. Compensation payable under the
Long-Term Plan is comprised principally of equity.
Because the Long-Term Plan is structured with three year
"performance cycles" with compensation payable only at
the end of such cycles, and because the first performance
cycle will not end until December 1995, no long-term
compensation was paid to the Senior Executives during
1994 pursuant to the Long-Term Plan.
The Short-Term Plan establishes a point system which
determines incentive cash awards based on the extent to
which the Company met certain performance goals adopted
by the Board. These performance goals, which were
recommended by the Compensation Committee and adopted by
the Board, were set at the beginning of 1994 and were
designed to represent what the Compensation Committee
would consider to be outstanding levels of Company
performance. The Short-Term Plan provides that the
S e nior Executives will receive from 35% to 50%
(depending on their group assignment) of their base
salary in incentive cash compensation if 100% of the
performance goals were met. Incentive compensation
generally becomes payable on a graduated scale when the
Company (or in certain cases a Company subsidiary)
achieves 85% of the established performance goals.
Certain performance goals established by the Board and
the Company results are set forth in the following table.
In addition, certain goals other than those set forth
below were used in computing incentive payments.
Percentage of
Performance Criteria Goal Actual Goal Obtained
Earnings Per Share $ 1.19 $1.13 95%
Return on Average Assets - Fourth Quarter 0.85% 0.85% 100%
Return on Average Equity - Fourth Quarter 10.00% 10.52% 105%
Nonperforming Assets as a percentage of total loans 0.75% 0.34% 220%
Noninterest expense less noninterest 2.61% 3.07% 85%
income as a percentage of average assets
Based salaries were set by the Board, after recommendation by the
Compensation Committee. They were intended to reflect individual
performance and responsibility and to represent compensation believed by the
Compensation Committee to be appropriate if the Senior Executives performed
adequately. Consideration was given to
11
compensation levels paid to executives of financial institutions similar in
size and character to the Company.
Relationship of Performance to Executive Compensation. As described above,
Company performance was an integral part in determining the compensation of
Senior Executives. Assuming that 100% of the performance goals are met each
year, approximately 23% to 33% of a Senior Executive's total compensation
will consist of incentive payments (excluding amounts payable under the
Long-Term Plan). Except for restricted stock awards discussed below,
all incentive compensation paid in 1994 was paid pursuant to the Short-Term
Plan.
Compensation Paid during 1994. Compensation paid the Company's executive
officers in 1994 consisted of the following elements: base salary, bonus,
restricted stock matching contributions paid with respect to the Company's
401(k) Plan and payments made pursuant to the Company's ESOP. Payments
under the Company's 401(k) Plan and ESOP are made to all employees on a non-
discriminatory basis.
As noted above, the Company achieved 95% of the EPS goal, 100% of the Asset
Return goal, 105% of the Return on Average Equity goal, 220% of the
Nonperforming Assets goal and 85% of the Noninterest Expenses goal. There
were also other performance goals which were applicable to certain of the
Senior Executives. Based on Company performance, executive officers,
including the Senior Executives, received bonuses (depending upon on their
Group assignment) equal to 25% to 61% of their base salary. All bonuses
were determined in accordance with the terms of the Short-Term Plan.
Because the first performance cycle of the Long-Term Plan has not been
completed, long-term incentive compensation awards were determined by the
Compensation Committee based on its general assessment of past Company
performance and future potential. Long-term incentive compensation for the
Senior Executives consisted of grants of an aggregate of 28,000 shares of
restricted stock. In 1994, the Compensation Committee granted 26,950 stock
options to various executives who were not Senior Executives. These stock
options have an exercise price equal to the fair market value of the Common
Stock at the date of grant and, with certain limited exceptions expire at
the earlier of the grantee's termination of employment with the Company or
ten years from the grant date.
Other Compensation Plans and Compensation. The Company has adopted certain
broad-based employee benefit plans in which Senior Executives participate,
as well as certain executive officer retirement, life and health insurance
plans. The value of these items are set forth in the Summary Compensation
Table above under the "All Other Compensation" heading. Executive officers
also may have received perquisites in connection with their employment.
However, such perquisites totaled less than 10% of their cash compensation
in 1994. The foregoing benefits and compensation are not directly or
indirectly tied to Company performance.
Mr. Whittle's 1994 Compensation. Mr. Whittle's 1994 compensation consisted
of a base salary, cash bonus, restricted stock, the value of previously-
granted restricted stock which became transferable, certain prerequisites
(which did not exceed 10% of his base salary and bonus) and the various
forms of other compensation set forth in the preceding paragraph which was
available generally to all employees. Mr. Whittle's base salary of $244,979
(which includes an automobile allowance of $19,989) was determined by the
Compensation Committee at the beginning of 1994. It was based in part on
compensation levels of other chief executive officers and is believed to be
comparable thereto. Mr. Whittle's cash bonus was determined in accordance
with the Short-Term Plan. Mr. Whittle's bonus, if all applicable Company
performance goals were met exactly 100%, would have been 50% of his base
salary (excluding his automobile allowance) (or $112,500). As noted above,
the Company achieved 95% of the EPS goal, 100% of the Asset Return goal,
220% of the Nonperforming Assets goal and 85% of the Noninterest Expenses
goal. As weighted for Mr. Whittle, these performance results resulted in a
bonus of $125,875. The Compensation Committee also awarded Mr. Whittle
10,000 shares of restricted stock which vests over a five year period. This
award was considered appropriate in view of the Company's exceptional
performance in 1994. Also, this stock award was considered appropriate
because continued employment is a condition to the stock's transferability.
In 1994, 6,620 shares of restricted stock which had been granted to Mr.
Whittle prior to 1994 became transferable. The Committee believes that the
Company's strong performance during 1994 was directly related to Mr.
Whittle's leadership and believes that all compensation paid (including the
bonus paid under the Short-Term Plan) was warranted.
Compensation Committee:
R. Glenn Hilliard; Robert E. Hamby, Jr.; Elizabeth P. Stall; William
M. Webster III
12
Employment Contracts
On November 9, 1993, the Company entered into substantially similar
Noncompetition, Severance and Employment Agreements (individually, the
"Agreement") with Mack I. Whittle, Jr., William S. Hummers III and James W.
Terry, Jr. (each an "Executive"). The Agreement is summarized below.
However, this summary is qualified in its entirety by reference to the
Agreement itself, a copy of which may be obtained, without charge, by
written request to the Company, Post Office Box 1029, Greenville, South
Carolina 29602 Attention: William S. Hummers III.
Term and Compensation. The Agreement has a rolling term of three
years (the "Term") and extends automatically unless either party causes the
Term to be a fixed three year term. Under the Agreement, the Executive
shall have such duties and authority as are typical of similar executives.
The Executive agrees that during the Term thereof, he will devote full time
to Company duties and will not engage in any activity which the Board
considers to interfere with Executive's performance of his duties. Pursuant
to the Agreement, the Company shall pay to the Executive an annual salary as
determined by the Board, such incentive compensation as may become payable
to the Executive under the Company's Short-Term Plan and the Long-Term Plan,
and certain other typical executive benefits. The Agreement also provides
that the Company shall be obligated to pay to the Executive compensation
substantially equivalent in value to that which would have been issuable
under the Long-Term Plan.
Termination by the Executive. The Executive may terminate the
Agreement if (i) the Company materially breaches the Agreement, (ii) there
is a Voluntary Termination (as defined below), or (iii) there is an
Involuntary Termination (as defined below) (clauses (i), (ii) and (iii)
being hereinafter referred to as "Legitimate Executive Reasons"). If
Executive terminates his employment other than for Legitimate Executive
Reasons, the Company's obligations under this Agreement cease as of the date
of such termination and Executive becomes subject to the noncompetition
provisions described below. If Executive terminates his employment
hereunder as a result of clauses (i) or (iii) of the Legitimate Executive
Reasons, the Executive is entitled to receive an amount generally equal to
three year's compensation (including average incentive compensation). If
Executive terminates his employment pursuant to clause (ii) of the
Legitimate Executive Reasons, the Executive is entitled to receive an amount
generally equal to one year's compensation. "Involuntary Termination" is
defined as the Executive's termination of his employment following a Change
in Control (as defined below) due to (i) a change in the Executive's
responsibilities, position or authority, (ii) a change in the Term of the
Agreement, (iii) a reduction in the Executive's compensation, or (iv) a
forced relocation of the Executive outside the Greenville area, or (v) a
significant increase in the Executive's travel requirements. "Voluntary
Termination" is defined as the Executive's termination of his employment
following a Change in Control which is not the result of any of clauses (i)
through (v) set forth in the definition of Involuntary Termination above.
"Change in Control" is generally defined to mean (i) the acquisition by any
person of Company securities representing an aggregate of 20% or more of the
combined voting power of the Company's outstanding securities, (ii) the
change in control of the Board of Directors (except in certain instances as
set forth in the Agreement), (iii) the consummation of certain business
combinations or transactions involving the Company in which holders of
Company stock do not hold at least 67% of the outstanding common stock of
the Company or the surviving entity, or the occurrence of any other event
not covered by (i) through (iii) above but which the Board determines
affects control of the Company and which it determines constitutes a Change
in Control.
Termination by the Company. The Agreement may be terminated by the
Company at any time during its Term (i) for "Cause," (ii) if the Executive
becomes disabled (generally unable to perform Company duties on a full-time
basis for six months), (iii) upon the Executive's death (clauses (i), (ii)
and (iii) being hereinafter
13
referred to as "Legitimate Company Reasons"). "Cause" is defined as (i)
fraud, gross negligence, dereliction of duties, intentional material damage
to the Company's property or business, or the commission of a felony, or (ii)
the ineligibility of the Executive to perform his duties because of a ruling,
directive or other action by any applicable regulatory authority. If the
Company terminates Executive's employment for Legitimate Company Reasons, the
Company's obligations under the Agreement cease as of the date of termination,
except that if the Executive is terminated for Cause after a Change in Control,
then such termination shall be treated as a Voluntary Termination. If the
Company terminates Executive other than for Legitimate Company Reasons after a
Change in Control, the Executive is entitled to receive as severance upon
such termination, such amounts as would be payable in the event of an
Involuntary Termination. If the Company terminates the Executive other than
for Legitimate Company Reasons but in the absence of a Change in Control,
the Executive shall be entitled to receive as severance upon such
termination, the aggregate compensation and benefits that would have been
payable under the Agreement for the remaining Term of this Agreement. In
the event of termination pursuant to clauses (i) or (iii) of the Legitimate
Executive Reasons, or in the event of termination other than for Legitimate
Company Reasons, (A) all rights of Executive pursuant to awards of share
grants or options granted by the Company generally become vested and
released from all conditions and restrictions, and (B) the Executive is
credited with Company service for the remaining Term of the Agreement for
the purposes of the Company's benefit plans.
Noncompetition and Confidentiality. In the event that Executive's
employment is terminated before a Change in Control voluntarily by the
Executive or by the Company for Cause, then Executive may not, for a period
of one year following such termination of employment become employed by any
insured depository institution which conducts business activities in South
Carolina, attempt to interfere with any business relationship of the
Company, or otherwise compete against the Company. The Agreement provides
that the Executive shall not disclose to any person, or otherwise use,
except in connection with Company duties, any confidential information (as
defined in the Agreement) of the Company.
14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information below is furnished as of February 21, 1995 as to each
class of the Company's equity securities owned beneficially or of record by
each of the Directors and Nominees individually, by certain named executive
officers and by all Directors and executive officers of the Company as a
group. Unless otherwise noted, each person has sole voting power and sole
investment power with respect to shares listed.
Common Stock. The following table sets forth information regarding
the ownership of the Company's Common Stock. There are no persons known to
the Company to own beneficially 5% or more of the Company's Common Stock.
Amount and Percent Percent
Nature of Bene- of of
Name of Beneficial Owner ficial Ownership Class (1) Class (2)
Directors and Nominees
C. Claymon Grimes, Jr. 42,637 (3) * *
Judd B. Farr 54,410 (4) 1.18% *
M. Dexter Hagy 6,476 (5) * *
Robert E. Hamby, Jr. 9,763 (6) * *
R. Glenn Hilliard 22,049 (7) * *
William S. Hummers III 36,836 (8) * *
Richard E. Ingram 53,668 (9) 1.16% *
Charles B. Schooler 25,868 (10) * *
Elizabeth P. Stall 36,880 (11) * *
William R. Timmons, Jr. 226,888 (12) 4.86% (2.99%)
William M. Webster III 71,387 (13) 1.55% *
Mack I. Whittle, Jr. 110,888 (14) 2.40% 1.47%
Executive Officers
David L. Morrow 7,803 (15) * *
Joseph C. Reynolds 11,210 (16) * *
James W. Terry, Jr. 18,416 (17) * *
All Directors and Executive Officers
as a Group (15 persons) 735,179 5.66% 9.65%
- - -----------------------------------------------
(Footnotes on following page)
15
- - -----------------------------------------------
(1) The calculation assumes no conversion of any shares of Series 1993
Preferred Stock, Series 1993B Preferred Stock or Series 1994
Preferred Stock. It is based on a total of 4,613,256 shares of
outstanding Common Stock.
(2) The calculation assumes conversion of all shares of Series 1993
Preferred Stock, Series 1993B Preferred Stock and Series 1994
Preferred Stock. It is based on 4,613,256 shares of Common Stock
outstanding, 1,181,056 shares of Common Stock issuable upon
conversion of the Series 1993 Preferred Stock, 98,066 shares of
Common Stock issuable upon conversion of the Series 1993B Preferred
Stock, and 1,647,321 shares of Common Stock issuable upon conversion
of the Series 1994 Preferred Stock.
(3) This includes 1,000 shares of Common Stock issuable pursuant to an
option granted under the Directors' Stock Option Plan.
(4) This includes 1,000 shares of Common Stock issuable pursuant to
option granted under the Directors' Stock Option Plan.
(5) This assumes conversion of 400 shares of Series 1994 Preferred
Stock owned by Mr. Hagy and includes 1,000 shares of Common Stock
issuable to Mr. Hagy pursuant to an option granted under the
Directors' Stock Option Plan.
(6) This assumes conversion of 2,000 shares of Series 1993 Preferred
Stock and 2,000 shares of Series 1994 Preferred Stock and includes
1,000 shares of Common Stock issuable pursuant to an option granted
under the Directors' Stock Option Plan.
(7) This includes 1,000 shares of Common Stock issuable pursuant to an
option granted under the Directors' Stock Option Plan.
(8) This includes 17,427 shares of Common Stock owned by Mr. Hummers
through the Restricted Stock Plan.
(9) This includes 1,000 shares of Common Stock issuable pursuant to an
option granted under the Directors' Stock Option Plan.
(10) This includes 1,000 shares of Common Stock issuable pursuant to
option granted under the Directors' Stock Option Plan.
(11) This includes 1,575 shares of Common Stock owned by the estate of
Ms. Stall's spouse, assumes conversion of 1,950 shares of Series
1994 Preferred Stock owned by the estate of Ms. Stall's spouse and
1,000 shares of Common Stock of Series 1994 Preferred Stock owned
by Ms. Stall, and includes 1,000 shares of Common Stock issuable to
Ms. Stall pursuant to an option granted under the Directors' Stock
Option Plan.
(12) This includes 88,023 shares of Common Stock owned by Canal
Insurance Company ("Canal"), of which Mr. Timmons is an officer and
assumes conversion of 3,000 shares of Series 1994 Preferred Stock
owned by Mr. Timmons and 30,000 shares of Series 1994 Preferred
Stock owned by Canal. It includes 1,000 shares of Common Stock
issuable to Mr. Timmons pursuant to an option granted under the
Directors' Stock Option Plan.
(13) This assumes conversion of 4,000 shares of Series 1994 Preferred
Stock owned by Mr. Webster and includes 5,197 shares of Common
Stock owned by Mr. Webster's spouse and 1,000 shares of Common
Stock issuable to Mr. Webster pursuant to an option granted under
the Directors' Stock Option Plan.
(14) This includes 29,646 shares of Common Stock owned by Mr. Whittle
through the Restricted Stock Plan, assumes conversion of 492 shares
of Series 1993B Preferred Stock and 300 shares of Series 1994
Preferred Stock owned by Mr. Whittle.
(15) This includes 10,780 shares of Common Stock owned by Mr. Terry
through the Restricted Stock Plan.
(16) This includes 7,183 shares of Common Stock owned by Mr. Morrow
through the Restricted Stock Plan.
(17) This includes 8,200 shares of Common Stock owned by Mr. Reynolds
through the Restricted Stock Plan, assumes conversion of 700 shares
of Series 1993 Preferred Stock owned by Mr. Reynolds.
16
Series 1993 Preferred Stock. The following table sets forth
information regarding the ownership of the Company's Series 1993 Preferred
Stock.
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class (1)
5% Shareholders
IDS Financial Corporation 44,000 (2) 7.14%
IDS Tower
Minneapolis, Minnesota 55440
Directors and Nominees
C. Claymon Grimes, Jr. --- *
Judd B. Farr --- *
M. Dexter Hagy --- *
Robert E. Hamby, Jr. 2,000 *
R. Glenn Hilliard --- *
William S. Hummers III --- *
Richard E. Ingram --- *
Charles B. Schooler --- *
Elizabeth P. Stall --- *
William R. Timmons, Jr. --- *
William M. Webster III --- *
Mack I. Whittle, Jr. --- *
Executive Officers
David L. Morrow --- *
Joseph C. Reynolds 700 *
James W. Terry, Jr. --- *
All Directors and Executive 2,700 *
Officers as a Group (15 persons)
- - ---------------------------------
(1) At February 21, 1995, there were 616,000 shares of Series 1993
Preferred Stock outstanding.
(2) Information regarding IDS Financial Corporation is based on filings
made with the Securities and Exchange Commission.
Series 1993B Preferred Stock. The following table sets forth
information regarding the ownership of the Company's Series 1993B Preferred
Stock. Each of the 5% shareholders listed below acquired such shares in
connection the Company's acquisition of First Sun Mortgage Corporation
(subsequently renamed Carolina First Mortgage Company) on September 30,
1993. These share amounts are based on oral communications with the
shareholders. No Director, Nominee or Executive Officer holds any shares of
Series 1993B Preferred Stock except for Mack I. Whittle, Jr., who holds 492
shares.
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class (1)
5% Shareholders
Edward J. Sebastian 10,467(2) 18.68%
Suite 650, 1901 Main Street
Columbia, South Carolina 29201
Michael T. Smith 6,282 11.21%
Post Office Box 51
Columbia, South Carolina 29202
R. Frederick Taylor 9,805 17.50%
121 Hurlingham Drive
Columbia, South Carolina 29223
- - --------------------------------------
(1) At February 21, 1995, there were 56,038 shares of Series 1993B
Preferred Stock outstanding.
(2) Includes 2,720 shares of Series 1993B Preferred Stock owned by
Mr. Sebastian's spouse.
17
Series 1994 Preferred Stock. The following table sets forth information
regarding the ownership of the Company's Series 1994 Preferred Stock. There
are no persons known to the Company to own beneficially 5% or more of the
Series 1994 Preferred Stock.
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class (1)
Directors and Nominees
C. Claymon Grimes, Jr. --- *
Judd B. Farr --- *
M. Dexter Hagy 400 *
Robert E. Hamby, Jr. 2,000 *
R. Glenn Hilliard --- *
William S. Hummers III --- *
Richard E. Ingram --- *
Charles B. Schooler --- *
Elizabeth P. Stall 1,950 *
William R. Timmons, Jr. 33,000(2) 3.59%
William M. Webster III 4,000 *
Mack I. Whittle, Jr. 300 *
Executive Officers
David L. Morrow --- *
Joseph C. Reynolds --- *
James W. Terry, Jr. --- *
All Directors and Executive 41,650 4.53%
Officers as a Group (15 persons)
- - -------------------------------
(1) At February 21, 1995, there were 918,700 shares of Series 1994 Preferred
Stock outstanding.
(2) This amount includes 30,000 shares owned by Canal.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Carolina First Bank has had, and expects to have in the
future, banking transactions in the ordinary course of
business with the Company's Directors and officers and their
associates, on the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with unrelated third parties. Such loans have
not involved more than normal risks of collectability nor have
they presented any other unfavorable features. Under banking
regulations applicable to state banks, any loan made by such a
bank to any of its officers or Directors must be collaterally
secured. The aggregate dollar amount of these loans was
approximately $8,477,000 at December 31, 1994. During 1994,
approximately $2,865,000 in new loans were made and payments
totaled approximately $3,749,000.
On November 8, 1993, Carolina First Bank and Carolina
First Savings Bank, F.S.B. (the "Banks") entered into
agreements with Republic National Bank ("Republic"), which
provided for the acquisition of certain assets and the
assumption of certain liabilities associated with the seven
branches of Republic. These transactions were consummated on
May 2, 1994. In connection with this acquisition, the Banks
acquired approximately $37,000,000 in selected loans,
$1,600,000 in branch facilities and property, and $91,000,000
in cash, and assumed approximately $135,000,000 in deposit
liabilities, on which a premium of $5,400,000 was paid. The
Company continued to employ the tellers and branch management
associated with the branches, except for the
18
employees associated with the headquarters branch. None of
Republic's executive officers, senior lending officers,
investment management personnel or other employees were hired.
Edward J. Sebastian, who, since September 30, 1993, has
beneficially owned 17.45% of the Series 1993B Preferred Stock,
is the Chairman and CEO of Resources Bancshares Corporation, the
parent company of Republic.
From 1990 to 1993, Carolina First Bank purchased
approximately $35,000,000 in credit card accounts from
Republic in a series of transactions. In connection with
these credit card transactions, Carolina First Bank entered
into a servicing agreement with Republic pursuant to which
Republic services the purchased credit card accounts. This
servicing agreement may be terminated at any time after June
1, 1995 upon 180 day's notice. Under the terms of this
servicing agreement, Republic receives a monthly servicing fee
equal to 2% per annum of the average daily balance on the
credit card accounts. Such fee is subject to adjustment in
certain limited cases. In 1994, Carolina First Bank paid
approximately $1,506,000 in servicing fees to Republic under
this servicing agreement. Mr. Sebastian was Chairman and CEO
of Resources Bancshares Corporation during this entire period.
In April 1994, Republic mailed 3 million pre-approved
applications in a credit card solicitation on behalf of
Carolina First Bank. From such solicitation, 50,000 credit
card accounts were opened. In connection with such
solicitation, Carolina First Bank paid Republic $75 to $90 per
new account, for an aggregate of approximately $3,500,000.
The Company expects that it may engage in similar
solicitations in the future. Mr. Sebastian is Chairman and
CEO of Resources Bancshares Corporation, Republic's parent
corporation.
William M. Webster III is a partner and 50% owner of a
business which owns property that Carolina First Bank leases
for its Haywood Road branch. The term of the lease is 15
years and commenced on July 2, 1986, with options to renew for
three consecutive five-year periods. The lease contains
provisions for adjustment of the rent after the first five
years of the lease term. Management believes that the terms
of the lease are as favorable as would have been obtainable on
an arm's length basis. The Company made payments under the
lease of approximately $82,000 in 1994. Mr. Webster is also
chairman and president of a company which leases to Carolina
First Bank the land on which Carolina First Bank's Litchfield
Beach branch is located. The lease is for a 20-year period
and commenced October 1, 1989, with options to renew for two
consecutive five-year periods. The rent due under the lease
is $55,000 annually for the first five years of the lease
term. The lease provides for adjustments of the rent after
the first five years. Management believes that the terms of
the lease are as favorable as would have been obtainable on an
arm's length basis. The Company made payments under the lease
of approximately $55,000 in 1994.
Harriet P. Grimes, spouse of C. Claymon Grimes, Jr.
leases land to Carolina First Bank on which its North Fraser
branch is located. The lease originally expired on December
31, 1994; however, Carolina First Bank extended the lease for
an additional three year period and has the option to extend
the lease for seven additional three-year periods. The
current rental rate is approximately $26,000 annually. The
Company made payments under the lease of approximately $26,000
in 1994. Monthly rental is adjusted for changes in the
Consumer Price Index. Management believes that the terms of
the lease are as favorable as would have been obtainable in an
arm's length transaction.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's
Directors and executive officers, and persons who own more
than ten percent of a registered class of the Company's equity
securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes
in ownership of Common Stock and other equity securities of
the Company. Executive officers, Directors and greater than
ten-percent
19
shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms filed. To the
Company's knowledge, based solely on review of
the copies of such reports furnished to the Company and
written representations that no other reports were required,
during 1994, all required Section 16(a) filings applicable to
its executive officers, Directors and greater than 10%
beneficial owners were made.
INDEPENDENT PUBLIC ACCOUNTANTS
Elliott, Davis & Company has served as the independent
public accountants for the Company since the Company's
organization. Elliott, Davis & Company has indicated that it
plans to have a representative present at the Annual Meeting.
Such representative will have the opportunity to make a
statement and will be available to respond to appropriate
questions from stockholders. The Company has not selected
accountants for the 1995 fiscal year and anticipates that such
determination will be made at the March 1995 meeting of its
Board of Directors. The Company has not selected accountants
because it is still in the process of ascertaining which of
the potential accounting firms is best suited to meet the
needs of the Company.
STOCKHOLDER PROPOSALS
Proposals by stockholders for consideration at the 1996
Annual Meeting of Stockholders must be received at the
Company's offices at 102 South Main Street, Greenville, South
Carolina 29601 no later than November 15, 1995, if any such
proposal is to be eligible for inclusion in the Company's
proxy materials for its 1996 Annual Meeting. Under the
regulations of the Securities and Exchange Commission, the
Company is not required to include stockholder proposals in
its proxy materials unless certain other conditions specified
in those regulations are satisfied.
FINANCIAL INFORMATION
The Company's 1994 Annual Report is being mailed to
stockholders contemporaneously with these Proxy Materials.
The Company will provide without charge to any stockholder of
record as of February 21, 1995, who so requests in writing, a
copy of the Company's Annual Report on Form 10-K (without
exhibits) for the year ended December 31, 1994 filed with the
Securities and Exchange Commission. Any such request should
be directed to Carolina First Corporation, Post Office Box
1029, Greenville, South Carolina 29602 Attention: William S.
Hummers III.
OTHER MATTERS
Management is not aware of any other matter to be
brought before the Annual Meeting. If other matters are duly
presented for action, it is the intention of the persons named
in the enclosed proxy to vote on such matters in accordance
with their judgment.
By order of the Board of Directors,
William S. Hummers III
Secretary
March 8, 1995
Greenville, South Carolina
20
CAROLINA FIRST CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
I. PURPOSE
The purpose of the Employee Stock Purchase Plan is to provide
employees of the Company and its Subsidiaries with the opportunity to
acquire proprietary interest in the Company through the purchase of
Common Stock through a payroll deduction plan. The Plan is designed to
qualify as a employee stock purchase plan under Section 423 of the Code
and shall be deemed to incorporate by reference any provisions from
Section 423 which are necessary to its qualification thereunder.
II. DEFINITIONS
For purposes of the Plan and its administration, the following
terms shall have the meanings indicated:
Administrator shall have the meaning set forth in Section III.
Base Compensation means the regular base earnings and commissions
paid to an Eligible Employee by the Company during such individual's
period of participation in the Plan, plus any salary deferral
contributions made by such individual to the Company's 401(k) Plan
during such period, but excluding all overtime payments, bonuses and
other incentive-type payments and all contributions (other than Code
Section 125 or Section 401(k) contributions) made by the Company for
such individual's benefit under any employee benefit or welfare plan
now or hereafter established.
Board means the Board of Directors of the Company.
Code means the Internal Revenue Code of 1986, as amended.
Company means Carolina First Corporation, a South Carolina
corporation, and where the context so permits, each of its
Subsidiaries.
Common Stock means shares of the common stock of the Company, $1
par value per share.
Effective Date means July 1, 1994.
Eligible Employee means any person who is regularly engaged for a
period of 20 hours or more per week and more than five months per
calendar year in the rendition of personal services to the Company or
one or more of its Subsidiaries for earnings considered wages under
Section 3121(a) of the Code. Notwithstanding the foregoing or anything
to the contrary herein and as contemplated in Section 423(b)(3) of the
Code, no person may be an Eligible Employee if such person, immediately
after purchase of any shares of Common Stock hereunder, owns stock
1
possessing 5% or more of the total combined voting power or value of
all classes of stock of the Company.
Fair Market Value for a share of Common Stock on any date means
the average of the high and low sale prices of the Common Stock on the
Nasdaq National Market (or principal exchange on which the Common Stock
is listed) on the five business days preceding the date in question, as
reported in The Wall Street Journal or other authoritative source.
Participant means any Eligible Employee who is actively
participating in the Plan.
Plan means this Carolina First Corporation Employee Stock Purchase
Plan.
Purchase Period means the three month period beginning on February
1, May 1, August 1 and November 1 of each year during which the Plan is
in effect.
Quarterly Purchase Date means January 31, April 30, July 31 and
October 31, if business days, or if not business days, the next
preceding business day.
Subsidiary means a subsidiary corporation of the Company, as
determined in accordance with Section 422 of the Code.
III. EFFECTIVENESS OF THE PLAN AND ISSUANCE OF COMMON STOCK
A. The Plan shall become effective on the Effective Date,
provided that no shares of Common Stock shall be issued hereunder,
until (i) the Plan shall have been approved by the Company's
stockholders and (ii) the Company shall have complied with all
applicable requirements of the Securities Act of 1933 (as amended), all
applicable listing requirements of any securities exchange on which the
Common Stock is listed and all other applicable requirements
established by law or regulation.
B. Common Stock shall be offered for purchase under the Plan
until such time as (i) the maximum number of shares of Common Stock
available for issuance under the Plan shall have been issued pursuant
to the Plan or (ii) the Plan shall have been sooner terminated in
accordance with Section X hereof.
IV. ADMINISTRATION
The Plan shall be administered by a committee (the
"Administrator") comprised of two or more non-employee Board members
appointed from time to time by the Board. The Administrator shall have
full authority to administer the Plan, including, without limitation,
authority to interpret and construe any provision of the Plan, to adopt
such rules and regulations for administering the Plan as it may deem
necessary, and to appoint such other employees of the Company as it
deems appropriate to aid in the administration of the Plan. In
2
addition to the foregoing, the Administrator shall have full authority
to administer the Plan, including authority to interpret and construe
any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with
the requirements of Section 423 of the Code. Decisions of the
Administrator shall be final and binding on all parties who have an
interest in the Plan. All costs and expenses incurred in the
administration of the Plan shall be paid by the Company.
V. ELIGIBILITY AND PARTICIPATION
A. Each Eligible Employee may begin participation in the Plan on
the first day of any Purchase Period following his/her completion of
one year of continuous service with the Company or a Subsidiary or an
aggregate of two years of service with the Company or a Subsidiary even
if such service is not continuous.
B. In order to participate in the Plan, an Eligible Employee must
complete the enrollment forms prescribed by the Administrator
(including a purchase agreement and a payroll deduction authorization)
and file such forms with the Administrator (or its designee) prior to
the commencement of a Purchase Period. Such election to participate in
the Plan shall become effective on the first day of the next subsequent
Purchase Period.
C. The payroll deduction authorized by a Participant for purposes
of acquiring Common Stock under the Plan may be any whole percentage
not in excess of 10% of the Base Compensation paid to the Participant
during the period of participation. The deduction rate so authorized
shall continue in effect, unless the Participant shall change the rate
by filing the appropriate form with the Administrator (or its
designate). An authorization to increase the payroll deduction rate
shall not be effective until the first day of the next subsequent
Purchase Period. A reduction in the payroll deduction rate may be made
at any time during a Purchase Period and shall become effective as soon
as practicable following the filing of such form.
D. Notwithstanding anything to the contrary herein and as
contemplated in Section 423(b)(8) of the Code, no participant may
acquire more than $25,000 of Common Stock in any calendar year.
E. The acquisition of Common Stock through participation in the
Plan shall neither limit nor require the acquisition of Common Stock by
the Participant under the Plan in any subsequent Purchase Period.
VI. COMMON STOCK SUBJECT TO PLAN
A. The Common Stock purchasable by Participants under the Plan
shall be authorized but unissued Common Stock. The total number of
shares which may be issued under the Plan shall not exceed 250,000
shares (subject to adjustment under Section VI.B. below).
3
B. In the event any change is made to the Common Stock
purchasable under the Plan by reason of any stock dividend, stock
split, combination of shares, recapitalization or other change
affecting the outstanding Common Stock as a class without receipt of
consideration, appropriate equitable adjustments shall be made by the
Administrator to the class and maximum number of shares issuable
pursuant to and over the term of the Plan.
VII. PURCHASE OF COMMON STOCK
A. Each Eligible Employee who participates in the Plan for a
particular Purchase Period shall have the right to purchase Common
Stock upon the terms and conditions set forth herein and shall execute
a purchase agreement embodying such terms and conditions and such other
provisions (not inconsistent with the Plan) as the Administrator may
deem advisable. The Purchase Price per share of Common Stock shall be
95% of the Fair Market Value of a share of Common Stock on the
Quarterly Purchase Date.
B. The Company will maintain on its books a "plan account" in the
name of each Participant on which amounts collected from the
Participant through payroll deductions will be credited. As of the
close of business of the Quarterly Purchase Date, the amount then in
the Participant's plan account will be divided by the Purchase Price
and the Participant's plan account will be credited with the number of
whole and fractional shares which results. The Company may, in its
discretion, pay interest on funds held in plan accounts pending
purchase of Common Stock. Interest, if paid, will be credited to the
Participant's plan account and utilized to purchase Common Stock.
C. Share certificates will be issued and given to the
Participants once a year on January 31, unless a Participant
specifically request certificates be issued earlier, or unless a
Participant's employment with the Company is terminated, in which case,
shares shall be issued as of the date of such termination.
D. In the event the number of shares subscribed for at the end of
any Purchase Period exceeds the number of shares available for sale
under the Plan, the available shares shall be allocated among the
Participants in proportion to their plan account balances, exclusive of
any amounts carried forward pursuant to the preceding sentence and the
remaining amounts will be refunded in cash.
VIII. TERMINATION OF EMPLOYMENT/CHANGE OF STATUS
A. A Participant may, at any time, terminate his/her
participation under the Plan by filing the prescribed notification form
with the Administrator. No further payroll deductions shall be
collected from the Participant during such Purchase Period, and the
Participant shall have the following elections with respect to any
payroll deductions collected prior to such termination date: (a) have
the Company refund the payroll deductions which the Participant made
4
prior to such termination or (b) have such payroll deductions held for
the purchase of shares at the end of the Purchase Period. If no such
election is made, then such payroll deductions shall automatically be
refunded promptly after the last day of such Purchase Period (without
interest).
B. A termination of participation in the Plan shall be
irrevocable during the Purchase Period during which it was effected,
and, accordingly, a Participant may not subsequently elect to
participate in the Plan during the Purchase Period in which such
termination was effected. In order to resume participation in any
subsequent Purchase Period, such individual must re-enroll in the Plan
(by filing a new purchase agreement and payroll deduction
authorization).
C. Should a Participant's employment with Company or a Subsidiary
terminate or a change occur in a Participant's employee status so that
he/she is no longer an Eligible Employee, then his/her participation
shall immediately terminate upon such termination or change in status
and all sums held in such person's plan account shall be promptly
refunded to the Participant.
IX. RIGHTS AS STOCKHOLDERS
A. A Participant shall have no rights as a stockholder with
respect to shares covered under the Plan until the shares are actually
purchased on the Participant's behalf in accordance with Section VII.
No adjustments shall be made for dividends, distributions or other
rights for which the record date is prior to the relevant Quarterly
Purchase Date.
B. The Administrator may, in its discretion, implement a
designated broker program and direct the Company to issue a single
stock certificate representing all of the shares of Common Stock
purchased during a Purchase Period on behalf of all Participants to a
broker designated by the Administrator. Such designated broker shall
establish an account for each Participant in the Plan and shall effect
transfers and sales from each such account at the direction of the
specified Participant. To facilitate the designated broker program,
the Administrator may require, as a condition to participation in the
Plan, that a Participant agree to the issuance of his or her stock
certificate directly to the designated broker.
X. AMENDMENT AND TERMINATION OF THE PLAN
A. The Board may from time to time alter, amend, suspend or
discontinue the Plan; provided, however, that no such action of the
Board may, without the approval of the Company's stockholders, (i)
increase the number of shares issuable under the Plan or the maximum
level of participation by an Eligible Employee (provided, that the
Administrator shall have the authority to effect adjustments pursuant
to Sections VI.B. without stockholder approval), (ii) alter the
5
purchase price formula so as to reduce the purchase price specified in
the Plan, (iii) otherwise materially increase the benefits accruing to
Participants under the Plan, or (iv) materially modify the requirements
for eligibility to participate in the Plan.
B. The Plan shall terminate upon the earlier of (i) May 1, 2004
or (ii) the date on which all shares available for issuance under the
Plan shall have been sold pursuant to the Plan.
XI. MISCELLANEOUS PROVISIONS
A. No rights under the Plan shall be assignable or transferable
by the Participant.
B. Neither the action of the Company in establishing the Plan,
nor any action taken under the Plan by the Board or the Administrator,
nor any provision of the Plan itself shall be construed so as to grant
any person the right to remain in the employ of the Company or any of
its subsidiaries for any period of specific duration, and such person's
employment may be terminated at any time, with or without cause.
C. The provisions of the Plan shall be governed by the laws of
the State of South Carolina.
6
CAROLINA FIRST CORPORATION
EMPLOYEE STOCK PURCHASE AGREEMENT
I hereby elect to participate in the Employee Stock Purchase Plan (the
"Plan") beginning with the Purchase Period immediately following the
date of this Agreement and I accordingly subscribe to purchase shares
of Carolina First Corporation Common Stock in accordance with this
Agreement and the Plan. I hereby authorize payroll deductions from
each of my paychecks during the Purchase Period in the 1% multiple of
compensation up to a maximum of 10% specified in my attached Enrollment
and Change Form.
I understand that my payroll deductions will be accumulated for the
purchase of Common Stock on the Quarterly Purchase Date (as defined in
the Plan). The purchase price will be 95% of the Fair Market Value (as
defined in the Plan) of the Common Stock on the such date.
I understand that this enrollment will be effective beginning with the
Purchase Period immediately following the date of this Agreement. I
understand that my participation will automatically remain in effect
for subsequent Purchase Periods in accordance with my payroll deduction
authorization unless I withdraw from the Plan, change the rate of my
payroll deduction or terminate my employment.
I acknowledge that I have a copy of, and am familiar with, the
prospectus filed by the Company with respect to the Plan.
I understand that I will receive a stock certificate for the shares
purchased on my behalf each January 31, unless I request otherwise.
I understand that the Company has the right, exercisable in its sole
discretion, to amend or terminate the Plan at any time. Should the
Company elect to terminate the Plan, I will have no further rights to
purchase shares of Common Stock pursuant to this Agreement.
I have read this Agreement and the Plan and agree to be bound by the
terms of both this Agreement and the Plan. The effectiveness of this
Agreement is dependent upon my eligibility to participate in the Plan.
Date:
Signature of Employee
Printed Name
7
CAROLINA FIRST CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Enrollment and Change Form
I have a copy of, and am familiar with, the prospectus for the EMPLOYEE
STOCK PURCHASE PLAN for CAROLINA FIRST CORPORATION. I understand that
the terms and conditions, as outlined in the prospectus and Plan,
govern all transactions in my account.
_____ New Enrollment ______ Change in Amount _____ Terminate Participation
(Amount must be an even percentage of your salary, between 1 and 10%)
_______ I wish to terminate my participation in the Plan. For
payroll deductions collected prior to my termination date, I
elect to have the payroll deductions: (check only one)
______ Refunded to me (without interest).
______ Held for the purchase of shares at the end of the
Purchase Period.
I understand that an election to participate in the Plan is effective
on the first day of the next purchase period and will continue in
effect, so long as I am eligible to participate, until changed by a
subsequent election filed by me. I understand that an election to
terminate participation in the Plan or reduce my deferral amount will
be effective immediately. Such elections are accepted as set out in
the CAROLINA FIRST EMPLOYEE STOCK PURCHASE PLAN and its prospectus.
__________________________________________________ ___________________
Signature Date
__________________________________________________
Please Print Name
APPENDIX
[THE FOLLOWING DOCUMENT IS APPENDED
HERETO PURSUANT TO RULES 14A-4 AND 14A-6.]
P
R
O CAROLINA FIRST CORPORATION
X Annual Meeting, April 20, 1995
Y
The undersigned stockholder of Carolina First Corporation, hereby
revoking all previous proxies, hereby appoints William R. Timmons, Jr. and
William S. Hummers III and each of them, the attorneys of the undersigned,
with power of substitution, to vote all stock of Carolina First Corporation
standing in the name of the undersigned upon all matters at the Company's
Annual Meeting to be held in the Cabaret Room, Roe Coach Factory, Peace
Center for the Performing Arts, 101 West Broad Street, Greenville, South
Carolina on Thursday, April 20, 1995 at 10:30 a.m. and at any adjournments
thereof, with all powers the undersigned would possess if personally
present, and without limiting the general authorization and power hereby
given, directs said attorneys or either of them to cast the undersigned's
vote as specified below.
1. ELECTION OF DIRECTORS.
[ ] FOR ALL NOMINEES set forth below [ ] WITHHOLD AUTHORITY
and to set the number of Directors to vote for all Nominees below and
at twelve persons (except as marked to set the number of Directors
to the contrary below [ ]) at twelve persons
C. Claymon Grimes, Jr. Judd B. Farr Elizabeth P. Stall Mack I.Whittle, Jr.
INSTRUCTION: To withhold authority to vote for any individual Nominee, strike
a line through the Nominee's name in the list above.
2. APPROVAL OF THE AMENDMENTS TO THE CAROLINA FIRST CORPORATION EMPLOYEE
STOCK PURCHASE PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. At their discretion upon such other matters as may properly come
before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CAROLINA
FIRST CORPORATION. IF NOT OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED FOR APPROVAL OF EACH OF THE PROPOSALS ABOVE.
(Please date and sign on reverse side and return in the enclosed envelope.)
(This proxy is continued on the other side.)
Please sign this Proxy as your name or names appear hereon. If stock is
held jointly, signature should appear for both names. When signing as
attorney, administrator, trustee, guardian or agent, please indicate the
capacity in which you are acting. If stock is held by a corporation, please
sign in full corporate name by authorized officer and give title of office.
Dated this ____ day of , 1995
Print Name (and title if appropriate)
Signature
Print Name (and title if appropriate)
Signature
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.