SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CAROLINA FIRST CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) 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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) 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:
CAROLINA FIRST CORPORATION
102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601
March 21, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of Carolina First Corporation (the "Annual Meeting") to be held in the Gunter
Theatre, Peace Center for the Performing Arts, 300 South Main Street,
Greenville, South Carolina, on Thursday, May 8, 1997 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 KPMG Peat Marwick LLP, our independent auditors, will be present to respond
to any questions shareholders 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,
/s/ Mack I. Whittle, Jr.
Mack I. Whittle, Jr.
President and Chief Executive Officer
CAROLINA FIRST CORPORATION
102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601
(864) 255-7900
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 8, 1997
To the Shareholders of Carolina First Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Carolina First Corporation (the "Company") will be held on
May 8, 1997 at 10:30 a.m., Greenville time, in the Gunter Theatre, Peace Center
for the Performing Arts, 300 South Main Street, Greenville, South Carolina for
the following purposes:
1. To set the number of Directors at ten and to elect three
Directors to hold office until their respective terms expire
or until their successors are duly elected and qualified;
2. To consider and act upon a recommendation by the Board of
Directors to amend the Articles of Incorporation to increase
the Company's authorized common stock;
3. To consider and act upon a recommendation by the Board of
Directors to amend the Articles of Incorporation to increase
the Company's authorized preferred stock; and
4. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Shareholders of record at the close of business on March 14, 1997 will
be entitled to vote at the Annual Meeting.
By Order of the Board of Directors,
/s/ William S. Hummers III
William S. Hummers III
Secretary
Greenville, South Carolina
March 21, 1997
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 SHAREHOLDERS TO BE HELD MAY 8, 1997
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 Shareholders (the "Annual Meeting") to be held in the Gunter Theatre,
Peace Center for the Performing Arts, 300 South Main Street, Greenville, South
Carolina at 10:30 a.m. on May 8, 1997. These Proxy Materials are being mailed on
approximately March 25, 1997.
VOTING MATTERS
Holders of record as of the close of business on March 14, 1997 of the
Company's $1.00 par value common stock ("Common Stock") will be entitled to vote
at the Annual Meeting. At the close of business on that day, 11,355,445 shares
of Common Stock were outstanding. Holders of Common Stock are entitled to one
vote per share on each matter presented at the Annual Meeting or any
adjournments thereof. Shareholders do not have cumulative voting rights. Shares
of Common Stock 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 Common Stock of the Company on March 14, 1997 is necessary to
constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are
each included in the determination of the number of shares present and voting.
Abstentions and broker non-votes have the same practical effect as a vote
against with respect to the proposals to increase the number of authorized
shares of common and preferred stock (described below), but have no effect on
the votes respecting the other matter(s) to be voted upon at the meeting.
REVOCABILITY OF PROXY
Shares represented by a properly executed proxy in the accompanying
form and given by a shareholder, 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, (864) 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. However, the Company has also engaged
the firm of Shareholder Communications Corporation ("SCC") as proxy solicitors
to assist the Company in this proxy solicitation. Employees of SCC may contact
shareholders by mail, by telephone or through personal solicitation. The Company
expects to pay SCC approximately $12,000 in connection with such solicitation.
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
these Proxy Materials to their customers where appropriate, and the Company will
reimburse such banks, brokers and custodians for their reasonable out-of-pocket
expenses in sending these Proxy Materials to beneficial owners of the shares.
ELECTION OF DIRECTORS
ITEM 1 ON THE PROXY
NOMINATIONS FOR ELECTION OF DIRECTORS
The Company's Board of Directors is currently comprised of ten persons.
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 three
persons listed as Nominees in the table below. Each of the Nominees is currently
serving as a Director. Each Nominee, if elected, will serve until the expiration
of his respective term and until his 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 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 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.
NAME AGE POSITION OR OFFICE WITH THE COMPANY DIRECTOR SINCE
NOMINEES FOR DIRECTORS
(FOR TERMS EXPIRING IN 2000)
M. Dexter Hagy 53 Director 1993
H. Earle Russell, Jr. 55 Director 1997
William R. Timmons, Jr. 73 Chairman of the Board of Directors 1986
DIRECTORS CONTINUING IN OFFICE
(FOR TERMS EXPIRING IN 1998)
Judd B. Farr 71 Director 1994
C. Claymon Grimes, Jr. 74 Director 1990
Elizabeth P. Stall 65 Director 1986
Mack I. Whittle, Jr. 48 President, Chief Executive Officer 1986
(FOR TERMS EXPIRING IN 1999)
William S. Hummers III 51 Executive Vice President, Secretary 1990
Charles B. Schooler 68 Director 1990
Eugene E. Stone IV 58 Director 1996
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board held eight meetings in 1996. No Director attended less than 75%
of such meetings.
The Board 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 internal control,
and the internal audit reports of the Company's subsidiaries. The Audit
Committee is currently comprised of Messrs. Grimes, Schooler and Russell. The
Audit Committee met twice during 1996. All current members were present at
each of the meetings.
The Board has a Compensation Committee which reviews the Company's
compensation policies and makes recommendations regarding senior management
compensation. Its report is set forth herein. The Compensation Committee is
currently comprised of Mr. Stone and Ms. Stall. The Compensation Committee met
twice during 1996. All current members were present at both meetings. No members
of the Compensation Committee are officers or employees of the Company or its
subsidiaries.
The Board has a Nominating Committee comprised of Mr. Whittle, Mr.
Timmons, Ms. Stall and Mr. Hagy. The Nominating Committee did not meet during
1996. The Nominating Committee will consider nominees recommended by security
holders. Any such recommendations should be made in writing and delivered to the
Company's principal offices before December 1 of each year.
2
INCREASE IN AUTHORIZED COMMON STOCK
ITEM 2 ON THE PROXY
The Board has determined that the Company's Articles of Incorporation
should be amended to increase the authorized Common Stock of the Company from
20,000,000 shares to 100,000,000 shares. At the close of business on March 14,
1997, there were 11,355,445 shares of Common Stock outstanding. The Company
intends to issue approximately 500,000 shares of Common Stock to the
shareholders of Lowcountry Savings Bank, Inc., which is being acquired by the
Company in a pending acquisition. The Company may also issue shares in
connection with its Common Stock Dividend Reinvestment Plan, Directors' Stock
Option Plan, Employee Stock Purchase Plan, Restricted Stock Plan and Stock
Option Plan (as provided by their respective terms). The Company is also
obligated to issue approximately 71,000 shares pursuant to outstanding warrants
assumed by the Company in connection with its acquisition of Midlands National
Bank. The Company may be obligated to issue an undetermined, but potentially
large, number of shares of Common Stock under the Shareholder Rights Agreement
(the "Rights Plan") if certain triggering events occur. The Rights Plan was
adopted in November 1993 to enhance the ability of the Board of Directors to
protect the shareholders against attempts to acquire the Company by means of
unfair or abusive tactics.
If approved, the increased number of authorized shares of Common Stock
will be available for issuance from time to time for such purposes and
consideration as the Board may approve. No further vote of the shareholders of
the Company will be required, except as provided under South Carolina law or the
rules of the National Association of Securities Dealers. The availability of
additional shares for issuance, without the delay and expense of obtaining the
approval of shareholders at a special meeting, will afford the Company the means
of raising additional capital. It will also facilitate acquisitions of financial
institutions that the Company may seek to acquire using Company Common Stock
rather than cash. Furthermore, additional common shares could be used by the
Board in the implementation of the Rights Plan. The Rights Plan could be used to
impede attempts by third parties, which are deemed unsuitable by the Board, from
gaining control of the Company.
The additional shares of Common Stock for which authorization is sought
would be identical to the shares of Common Stock currently authorized. Holders
of Common Stock do not have preemptive rights to subscribe to additional shares
of Common Stock which may be issued by the Company. If the proposal is approved,
an amendment to the Company's Articles of Incorporation substantially in the
form of the common stock amendment set forth on Exhibit A hereto would be filed
with the South Carolina Secretary of State.
The Board has no present intention of issuing any additional shares of
Common Stock, other than as described above. No executive officer or Director of
the Company has any financial or other personal interest in this proposal.
ADOPTION OF INCREASED COMMON SHARES
The adoption of this proposed amendment authorizing additional shares of
Common Stock requires the affirmative vote of holders of two-thirds of the
Common Stock outstanding on March 14, 1997. Abstentions and broker non-votes
will count as a vote against the proposal.
RECOMMENDATION
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE
COMPANY'S ARTICLES OF INCORPORATION INCREASING THE AUTHORIZED COMMON STOCK OF
THE COMPANY TO 100,000,000 SHARES.
3
INCREASE IN AUTHORIZED PREFERRED STOCK
ITEM 3 ON THE PROXY
The Board has determined that the Company's Articles of Incorporation
should be amended to increase the authorized preferred stock of the Company from
10,000,000 shares to 25,000,000 shares. At the close of business on March 14,
1997, no shares of preferred stock were outstanding. In the past, the Company
has issued shares of preferred stock to raise capital. All of these
previously-issued shares of preferred stock have been converted into Common
Stock.
If approved, the increased number of authorized shares of preferred stock
will be available for issuance from time to time for such purposes and
consideration as the Board may approve. No further vote of the shareholders of
the Company will be required, except as provided under South Carolina law or the
rules of the National Association of Securities Dealers. The availability of
additional shares for issuance, without the delay and expense of obtaining the
approval of shareholders at a special meeting, will afford the Company the means
of raising additional capital. Furthermore, additional preferred shares could be
utilized by the Board for purposes of defending against any hostile or abusive
takeover threats.
The Company's preferred stock is "blank check" preferred stock and may
have such terms, including dividend or interest rates, conversion prices, voting
rights, redemption prices, maturity dates, and other rights, preferences and
limitations, as determined by the Board in its sole discretion. The Board also
has the sole authority to issue such shares of preferred stock to whomever and
for whatever purposes it deemed appropriate. If the proposal is approved, an
amendment to the Company's Articles of Incorporation substantially in the form
of the preferred stock amendment set forth on Exhibit A hereto would be filed
with the South Carolina Secretary of State.
The Board has no present intention of issuing any additional shares of
preferred stock. No executive officer or Director of the Company has any
financial or other personal interest in this proposal.
ADOPTION OF INCREASED PREFERRED SHARES
The adoption of this proposed amendment authorizing additional shares of
preferred stock requires the affirmative vote of holders of two-thirds of the
Common Stock outstanding on March 14, 1997. Abstentions and broker non-votes
count as a vote against the proposal.
RECOMMENDATION
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE
COMPANY'S ARTICLES OF INCORPORATION INCREASING THE AUTHORIZED PREFERRED STOCK OF
THE COMPANY TO 25,000,000 SHARES.
4
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. 48 President and Chief Executive Officer 1986
William S. Hummers III 51 Executive Vice President, Secretary 1988
James W. Terry, Jr. 49 President of Carolina First Bank 1991
David L. Morrow 47 Executive Vice President of Carolina First Bank 1992
Joseph C. Reynolds 51 President of Carolina First Mortgage Company 1993
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
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.
Mr. Hagy is a principal of Vaxa Capital Management, LLC, an investment
management firm formed in 1995, and President of Vaxa Corporation, an investment
holding company formed in 1987, located in Greenville, South Carolina. Since
January 1996, Mr. Hagy has been Chairman and Chief Executive Officer of BPM
Technology, Inc., a development stage producer of printing equipment used in
engineering design offices.
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. 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.
Dr. Russell is a surgeon in Greenville, South Carolina.
Dr. Schooler is an optometrist in Georgetown, South Carolina.
Ms. Stall is a private investor in Greenville, South Carolina.
Mr. Stone has served as the CEO of Stone Manufacturing Company, a
company which owns Umbro International, a world-wide soccer company, and Stone
Apparel, an apparel company, since 1977. Mr. Stone is a director of the Liberty
Corporation.
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. Timmons is Chairman of Canal Insurance Company, a nationwide insurer
of commercial motor vehicles ("Canal"). From 1947 until 1993, Mr. Timmons served
as Canal's First Vice President and Secretary.
Mr. Whittle has been President and CEO 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)
from 1982 until May 1986, when he resigned his position in order to organize the
Company.
5
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS
During 1996, non-officer Directors received an annual fee of $13,200,
plus $500 for each Board of Directors' meeting attended. Directors who attended
committee meetings received $250 per meeting. Pursuant to the Directors' Stock
Option Plan (the "DSOP"), all non-employee Directors received options to
purchase 1,200 shares (adjusted for a six-for-five stock split) on May 3, 1996,
which options had an exercise price equal to the fair market value of the Common
Stock on the date of grant.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth information concerning all compensation
paid by the Company and its subsidiaries during the fiscal years ended December
31, 1994, 1995 and 1996, to the Company's CEO and to each of the four most
highly compensated executive officers other than the CEO (collectively the
"Named Executive Officers") for services rendered in all capacities to the
Company and its subsidiaries.
Long Term Compensation
Annual Compensation Awards Payouts
Other Restricted Securities All
Annual Stock Underlying LTIP Other
Name and Salary Bonus Compen- Awards Options/ Payouts Compensation
Principal Position Year ($) ($) sation ($) SARs (#) ($) ($)
------------------ ---- ----- ----- -------- ----- -------- ----- ----
Mack I. Whittle, Jr. 1996 274,520 28,342 (1) -- -- -- 408,559 (3)
President, Chief Executive 1995 264,340 40,320 (1) 87,413 (2) 11,867 87,404 33,877
Officer 1994 244,989 125,875 (1) 150,000 (2) -- -- 30,324
William S. Hummers III 1996 171,145 17,006 (1) -- -- -- 127,459 (5)
Executive Vice President 1995 163,485 24,360 (1) 52,815 (4) 7,242 52,807 30,437
1994 152,450 75,525 (1) 90,000 (4) -- -- 29,724
James W. Terry, Jr. 1996 175,920 18,530 (1) -- -- -- 25,806 (7)
President 1995 174,515 55,874 (1) 41,055 (6) 5,630 41,059 26,612
Carolina First Bank 1994 161,350 71,050 (1) 60,000 (6) -- -- 25,761
David L. Morrow 1996 144,790 12,754 (1) -- -- -- 23,177 (9)
Executive Vice President 1995 133,700 36,085 (1) 30,205 (8) 4,141 30,198 14,369
Carolina First Bank 1994 126,450 44,686 (1) 60,000 (8) -- -- 15,324
Joseph C. Reynolds 1996 148,110 22,788 (1) -- -- -- 12,115 (11)
President, Carolina First 1995 136,500 111,282 (1) 31,780 (10) 4,360 31,788 14,825
Mortgage Company 1994 128,200 13,382 (1) 60,000 (10) -- -- 13,824
(Footnotes to table)
(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.
6
(2) Pursuant to the Company's Restricted Stock Agreement Plan (the
"Restricted Stock Plan"), Mr. Whittle was awarded 12,600 shares and 5,994
shares in 1994 and 1995, respectively (as adjusted for stock dividends
and stock split). Each of these awards was granted for nominal
consideration and vests 20% per year over a period of 5 years from the
date of the award. At December 31, 1996, Mr. Whittle held a total of
17,636 shares of restricted stock awarded pursuant to the Restricted
Stock Plan having a market value as of December 31, 1996 of $284,670.
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) $9,200 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Whittle to match fiscal 1996
pre-tax deferral contributions, all of which was vested, (ii) $2,937
contributed to the Company's Employee Stock Ownership Plan (the "ESOP"),
(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, and (iv) 433,434 shares of common stock of Affinity Technology
Group, Inc. ("Affinity") awarded to Mr. Whittle by the Company. The value
of the Affinity award was determined by an independent third-party
appraisal to be $.88 per share as of the date of grant. Mr. Whittle
received this special one-time grant to reward his efforts in obtaining
the Company's ownership position in Affinity.
(4) Pursuant to the Restricted Stock Plan, Mr. Hummers was awarded 7,560
shares and 3,622 shares in 1994 and 1995, respectively (as adjusted for
stock dividends and stock split). Each of these awards was granted for
nominal consideration and vests 20% per year over a period of 5 years
from the date of the award. At December 31, 1996, Mr. Hummers held a
total of 10,306 shares of restricted stock awarded pursuant to the
Restricted Stock Plan having a market value as of December 31, 1996 of
$166,414. 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) $6,914 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Hummers to match fiscal 1996
pre-tax deferral contributions, all of which was vested, (ii) $2,937
contributed to the ESOP, (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, and (iv) 116,600 shares of Affinity common
stock awarded to Mr. Hummers by the Company. The value of the Affinity
award was determined by an independent third-party appraisal to be $.88
per share as of the date of grant. Mr. Hummers received this special
one-time grant to reward his efforts in obtaining the Company's ownership
position in Affinity.
(6) Pursuant to the Restricted Stock Plan, Mr. Terry was awarded 5,040 shares
and 2,815 shares in 1994 and 1995, respectively (as adjusted for stock
dividends and stock split). Each of these awards was granted for nominal
consideration and vests 20% per year over a period of 5 years from the
date of the award. At December 31, 1996, Mr. Terry held a total of 6,912
shares of restricted stock awarded pursuant to the Restricted Stock Plan
having a market value at December 31, 1996 of $111,601. 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) $7,869 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Terry to match fiscal 1996
pre-tax deferral contributions, of which all was vested, (ii) $2,937
contributed to the ESOP, and (iii) $15,000 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 Restricted Stock Plan, Mr. Morrow was awarded 5,040
shares and 2,071 shares in 1994 and 1995, respectively (as adjusted for
stock dividends and stock split). Each of these awards was granted for
nominal consideration and vests 20% per year over a period of 5 years
from the date of the award. At December 31, 1996, Mr. Morrow held a total
of 5,580 shares of restricted stock awarded pursuant to the Restricted
Stock Plan having a market value at December 31, 1996 of $90,095.
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) $5,240 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Morrow to match fiscal 1996
pre-tax deferral contributions, of which 80% was vested, (ii) $2,937
contributed to the ESOP, and (iii) $15,000 in premiums paid by the
Company on behalf of Mr. Morrow with respect to insurance not generally
available to all Company employees.
(10) Pursuant to the Restricted Stock Plan, Mr. Reynolds was awarded 5,040
shares and 2,179 shares in 1994 and 1995, respectively (as adjusted for
stock dividends and stock split). This award was granted for nominal
consideration and vests 20% per year over a period of 5 years from the
date of the award. At December 31, 1996, Mr. Reynolds held a total of
6,398 shares of restricted stock awarded pursuant to the Restricted Stock
Plan having a market value at December 31, 1996 of $103,308. 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) $6,178 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Reynolds to match fiscal 1996
pre-tax deferral contributions, of which 60% was vested, and (ii) $2,937
contributed to the ESOP.
7
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions with respect to the compensation of the Company's Named
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 compensation 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 1996 with
respect to Mr. Whittle as CEO, as well as the Named Executive Officers as a
group.
COMPENSATION COMMITTEE REPORT
GENERAL COMPENSATION POLICIES AND SPECIFIC GUIDELINES. The Compensation
Committee believes that compensation programs and practices should reflect and
reinforce the basic mission and nature of the Company, its management and
operating philosophies, and its business strategies. Accordingly, the Company's
compensation programs and actual pay practices should be consistent with and
supportive of executives who are entrepreneurial, innovative, visionary, and
profit and growth driven. The Company's compensation programs and practices also
are designed to compensate executives for actions deemed to promote long-term
shareholder value. These beliefs require that compensation arrangements be
structured to: (1) provide competitive levels of compensation opportunity which
are reflective of the degree of risk inherent in the Company's business plan and
the contributions expected from senior executives; (2) integrate pay with the
Company's business strategies, short-term and long-term performance goals, and
results; (3) reward corporate and business unit performance achievements; and
(4) recognize and reward individual initiative, responsibility and achievements.
These beliefs also require that the Compensation Committee pay specific
attention to the facts and circumstances associated with corporate, business
unit and individual performance achievements and take such actions as necessary
to ensure that appropriate compensation is provided through the Company's
regular compensation programs or through special arrangements as may be
required.
The Compensation Committee endorses the position that equity ownership by
management, and equity-based performance compensation arrangements, are
beneficial in aligning managements' and shareholders' interest. It is the
Company's policy not to pay compensation in excess of the amounts referenced in
Section 162(m)(4) of the Internal Revenue Code of 1986, as amended.
In determining 1996 compensation, the Compensation Committee utilized, among
other things, guidelines set forth in the Company's Short-Term Management
Performance Plan (the "Short-Term Plan") and the Company's Long-Term Management
Performance Plan (the "Long-Term Plan"). 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 short-term
performance achieved by the Company, the business unit and the individual. The
purpose of such short-term bonus compensation is to recognize and reward those
key employees of the Company who contribute substantially to the Company's
achievement of short-term objectives which may be financial, operational and/or
strategic in nature. The Long-Term Plan is designed so that it can be used by
the Compensation Committee in the manner which best supports the Company's
long-term strategies and provides rewards to senior executives which are
commensurate with the degree of performance risk inherent in the business
strategy and the actual performance achieved. Compensation payable under the
Long-Term Plan is comprised principally of equity.
Base salaries are set by the Board, after recommendation by the Compensation
Committee, and are intended to reflect individual performance and responsibility
and to represent compensation believed by the Compensation Committee to be
appropriate if the Named Executive Officers perform in a fully acceptable
manner. Consideration is given to compensation paid to executives of financial
institutions similar in size and character to the Company.
The Company does not have "executive officers" other than the Named Executive
Officers. However, compensation under the Short-Term Plan and Long-Term Plan is
payable to both executive and non-executive officers.
RELATIONSHIP OF PERFORMANCE TO EXECUTIVE COMPENSATION. Company performance is an
integral part in determining the compensation of Named Executive Officers. A
significant portion of the Named Executive Officers' total compensation is
incentive compensation as determined under the Short-Term Plan and the Long-Term
Plan.
The Short-Term Plan establishes a point system which determines cash bonus
awards based on the extent to which the Company met certain performance goals.
These performance goals, which were recommended by the Compensation Committee
and adopted by the Board, were set at the beginning of 1996 and were designed to
represent what the Compensation Committee considered to be outstanding levels of
Company performance. The Short-Term Plan provides that the Named Executive
Officers will receive from 35% to 50% of their base salary
8
in incentive cash compensation if 100% of the performance goals are 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. The performance goals under the Short-Term Plan
for 1996 related to (i) earnings per share, (ii) return on average equity, (iii)
development of retail banking alternative delivery systems, (iv) nonperforming
assets as a percentage of total loans (asset quality goal), and (v) noninterest
expense as a percentage of net interest income plus noninterest income
(efficiency goal).
The Long-Term Plan is structured with three-year "performance cycles" with
compensation payable at the end of such cycles. The first performance cycle
ended December 1995 and compensation was paid to the Named Executive Officers
with respect to this cycle in January 1996. In 1994, the Board of Directors
adopted goals for the second cycle, which covers 1995 through 1997. The
performance goals under the Long-Term Plan for the 1995-1997 cycle relate to (i)
earnings growth, (ii) presence in certain markets in the state, (iii)
nonperforming assets as a percentage of total loans, and (iv) noninterest
expense as a percentage of net interest income plus noninterest income.
COMPENSATION PAID DURING 1996. Compensation paid the Named Executive Officers in
1996 consisted of the following elements: base salary, bonus, options,
restricted stock, matching contributions paid with respect to the Company's
401(k) Plan, payments made pursuant to the Company's ESOP and, for certain
officers, special Affinity stock awards. Payments under the Company's 401(k)
Plan and ESOP are made to all employees on a non-discriminatory basis. The
Company also has certain broad based employee benefit plans in which Named
Executive Officers participate, as well as certain executive officer retirement,
life and health insurance plans. The value of these items is set forth in the
Summary Compensation Table above under "All Other Compensation." Named Executive
Officers also may have received perquisites in connection with their employment.
However, such perquisites totaled less than 10% of their cash compensation in
1996. Except for bonuses, options and restricted stock, the foregoing benefits
and compensation are not directly or indirectly tied to Company performance.
During 1996, under the Short-Term Plan, the Company achieved 88% of its earnings
per share goal, 96% of its return on average equity goal, 100% of its retail
banking alternative delivery systems goal, 114% of its asset quality goal, and
99% of its efficiency goal. Based on Company performance, the Named Executive
Officers received bonuses ranging from 10.25% to 17.54% of their annual base
salaries (excluding automobile allowances). All bonuses were determined in
accordance with the terms of the Short-Term Plan.
MR. WHITTLE'S 1996 COMPENSATION. Mr. Whittle's 1996 compensation consisted of a
base salary, cash bonus, the value of previously-granted restricted stock which
became transferrable, certain perquisites (which did not exceed 10% of his base
salary and bonus), a special Affinity stock award, and the various forms of
other compensation set forth in the preceding paragraph which were available
generally to all employees. Mr. Whittle's base salary of $274,250 (which
includes an automobile allowance of $24,250) was determined by the Compensation
Committee at the beginning of 1996. 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 fully
achieved, would have been 50% of his base salary (excluding his automobile
allowance), or $125,000. As weighted for Mr. Whittle, the performance results
resulted in a cash bonus of $28,342.
SPECIAL AFFINITY STOCK AWARDS. On January 24, 1996, the Board of Directors
awarded 6,289 shares (before a 106- for-1 stock split) of common stock of
Affinity Technology Group, Inc. ("Affinity") to Mr. Whittle, Mr. Hummers, and
one non-executive officer of the Company, who were deemed to be most responsible
for the Company's investment in Affinity. The value of the Affinity award was
determined by an independent third-party appraisal to be $.88 per share as of
the date of grant, for an aggregate award of approximately $587,000. The Board
determined that the Affinity stock awards were appropriate to reward
entrepreneurial behavior, to keep quality officers from leaving the Company for
greater personal reward when presented with entrepreneurial opportunities like
the Affinity investment, and to encourage officers to continue to locate
Affinity-type investments. The Committee believes that granting Affinity stock
to these officers instead of cash or other consideration was appropriate insofar
as it caused the value of this one-time bonus to track the value that the
officers had created for the Company.
The Committee believes that the Company's strong performance during 1996 was
directly related to Mr. Whittle's and the other Named Executive Officers'
leadership and believes that all compensation paid to Mr. Whittle and the other
Named Executive Officers was warranted.
Compensation Committee: Elizabeth P. Stall, Eugene E. Stone IV
9
STOCK OPTIONS AND LONG-TERM INCENTIVE PLAN AWARDS
The Company did not grant any stock options under any stock option plan
or award any amounts under the Long-Term Plan to any executive officer in 1996.
EMPLOYMENT CONTRACTS
NONCOMPETITION, SEVERANCE AND EMPLOYMENT AGREEMENTS
The Company has entered into substantially similar Noncompetition,
Severance and Employment Agreements (individually, the "Agreement") with Mack I.
Whittle, Jr., William S. Hummers III, James W. Terry, Jr. and David L. Morrow
(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 at its
principal executive offices, Attn: William S. Hummers III. 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 is given duties and authority typical of similar executives and the
Company is obligated to pay the Executive an annual salary determined by the
Board, such incentive compensation as may become payable to the Executive under
the Company's Short-Term Plan and Long-Term Plan, and certain other typical
executive benefits.
The Executive may terminate the Agreement if (i) the Company breaches the
Agreement, (ii) there is a VOLUNTARY TERMINATION, or (iii) there is an
INVOLUNTARY TERMINATION (clauses (i), (ii) and (iii) being hereinafter referred
to as "Legitimate Executive Reasons"). If an Executive terminates his employment
other than for Legitimate Executive Reasons, the Company's obligations under the
Agreement cease as of the date of such termination and the Executive becomes
subject to the noncompetition provisions described below. If an Executive
terminates his employment 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 years compensation. If an 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 in the Agreement) due to
(i) a change in the Executive's responsibilities, position or authority, (ii) a
change in the Term, (iii) a reduction in the Executive's compensation, (iv) a
forced relocation of the Executive outside the Executive's area, (v) a
significant increase in the Executive's travel requirements, (vi) an attempted
termination for "cause" that violates the Agreement, (vii) the Company's
insolvency, or (viii) the Company's breach of the Agreement. "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 (viii) set forth in the definition of Involuntary Termination above. The
Company may terminate the Agreement at any time during its Term (i) for "cause"
(as defined in the Agreement), (ii) if the Executive becomes disabled (generally
unable to perform Company duties on a full-time basis for six months), or (iii)
upon the Executive's death (clauses (i), (ii) and (iii) being hereinafter
referred to as "Legitimate Company Reasons"). If the Company terminates an
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 an 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.
10
In the event that an Executive's employment is terminated before a change
in control voluntarily by the Executive or by the Company for cause, then the
Executive may not, for a period of one year following such termination of
employment, become employed by any insured depository institution which conducts
certain business activities in South Carolina or interfere with or otherwise
compete against the Company or its operations in violation of the provisions set
forth in the Agreement. The Agreement also imposes certain confidentiality
obligations on the Executive.
PERFORMANCE GRAPH
The following graph sets forth the performance of the Company's Common
Stock for the five year period from December 31, 1991 through December 31, 1996
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.
(Performance Chart appears here. Plot points are below.)
12/91 12/92 12/93 12/94 12/95 12/96
CFC 100.000 157.461 168.611 193.482 253.516 280.961
Nasdaq Market 100.000 116.378 133.595 130.587 184.674 227.164
Nasdaq Bank 100.000 145.551 165.989 165.385 246.319 325.600
Stocks
11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK. The following table sets forth as of March 14, 1997
information with respect to the Common Stock owned beneficially or of record by
each of the Directors and Nominees individually, by the 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. There are no persons known to the Company to own
beneficially 5% or more of the Common Stock.
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS (1)
- ------------------------ ----------------------- ------------
Judd B. Farr 111,045 (2) *
C. Claymon Grimes, Jr. 59,969 (3) *
M. Dexter Hagy 10,731 (4) *
William S. Hummers III 58,979 (5) *
David L. Morrow 21,448 (6) *
Joseph C. Reynolds 22,970 (7) *
H. Earle Russell, Jr. 4,696 (8) *
Charles B. Schooler 35,053 (9) *
Elizabeth P. Stall 44,856 (10) *
Eugene E. Stone IV 1,920 (11) *
James W. Terry, Jr. 33,635 (12) *
William R. Timmons, Jr. 297,480 (13) 2.62%
Mack I. Whittle, Jr. 168,853 (14) 1.49%
ALL DIRECTORS/EXECUTIVE OFFICERS AS A GROUP (13 persons) 871,635 7.68%
* Less than 1%.
(1) The calculation is based on 11,355,445 shares of Common Stock outstanding.
Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended, percentages of total outstanding shares have been
computed on the assumption that shares of Common Stock that can be
acquired within 60 days upon the exercise of options by a given person are
outstanding, but no other shares similarly subject to acquisition by other
persons are outstanding.
(2) This includes 3,720 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(3) This includes 3,720 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(4) This includes 3,720 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(5) This includes 10,306 shares of Common Stock owned by Mr. Hummers through
the Restricted Stock Plan and 7,242 shares of Common Stock issuable to
Mr. Hummers under outstanding options.
(6) This includes 5,580 shares of Common Stock owned by Mr. Morrow through the
Restricted Stock Plan and 4,141 shares of Common Stock issuable to Mr.
Morrow under outstanding options.
(7) This includes 6,398 shares of Common Stock owned by Mr. Reynolds through
the Restricted Stock Plan and 4,360 shares of Common Stock issuable to Mr.
Reynolds under outstanding options.
(8) This includes 3,720 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(9) This includes 3,090 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(10) This includes 3,720 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(11) This includes 1,200 shares of Common Stock issuable pursuant to an option
granted under the DSOP.
(12) This includes 6,912 shares of Common Stock owned by Mr. Terry through the
Restricted Stock Plan and 5,630 shares of Common Stock issuable to Mr.
Terry under outstanding options.
(13) This includes 186,799 shares of Common Stock owned by Canal, of which Mr.
Timmons is an officer, and 3,720 shares of Common Stock issuable to Mr.
Timmons pursuant to an option granted under the DSOP.
(14) This includes 17,636 shares of Common Stock owned by Mr. Whittle through
the Restricted Stock Plan and 11,867 shares of Common Stock issuable to
Mr. Whittle under outstanding options.
12
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
collectibility 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 $14,796,000 at December 31, 1996.
During 1996, approximately $14,955,000 in new loans were made and payments
totaled approximately $12,664,000.
Carolina First Bank is a party to a servicing agreement with Resource
Processing Group, Inc. ("Resource"), pursuant to which Resource services
Carolina First Bank's credit card portfolio. The servicing agreement may be
terminated at any time upon 180 day's notice and upon payment of certain
amounts. Under the terms of this servicing agreement, Resource receives a
monthly servicing fee equal to approximately 3.56% per annum of the average
daily balance on the credit card accounts, plus certain other expenses. Such fee
is subject to adjustment in certain cases. In 1996, Carolina First Bank paid
approximately $3,957,000 in servicing fees to Resource under this servicing
agreement. Edward J. Sebastian is Chairman and CEO of Resources Bancshares
Corporation, which was the parent corporation of Resource in 1996. Mr. Sebastian
was a director of the Company during a portion of 1996, but resigned as a part
of the Company's agreement with the Board of Governors of the Federal Reserve
Board ("Reserve Board") which permitted the Company to retain its ownership in
Affinity. The Company has an application pending seeking Reserve Board approval
to permit Mr. Sebastian to serve on both the Company's and Affinity's Boards.
In 1996, Carolina First Bank purchased approximately $64 million in lease
contracts from Republic Leasing Company, Inc. ("Republic Leasing"), a subsidiary
of Resource Bancshares Corporation. In connection with such transaction,
Carolina First Bank paid a premium of 6% of the principal amount of lease
contracts acquired. Republic Leasing continues to service the lease contracts on
Carolina First Bank's behalf for a servicing fee which totaled approximately
$1,066,000 in 1996.
In 1996, Resource mailed four million applications in a credit card
solicitation on behalf of Carolina First Bank. From such solicitation,
approximately 25,000 credit card accounts were opened. In connection with such
solicitation, Carolina First Bank paid Republic $10 per new account, for an
aggregate of approximately $170,000.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 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 (the "SEC") 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
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 1996, all required
Section 16(a) filings applicable to its executive officers, Directors and
greater than 10% beneficial owners were made.
13
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP ("KPMG") served as the Company's independent public
accountants for the 1996 current fiscal year. KPMG 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 shareholders. The Board of Directors has selected
KPMG as the independent public accountants for the Company for the 1997 fiscal
year.
SHAREHOLDER PROPOSALS
Proposals by shareholders for consideration at the 1998 Annual Meeting of
Shareholders must be received at the Company's offices at 102 South Main Street,
Greenville, South Carolina 29601 no later than November 21, 1997, if any such
proposal is to be eligible for inclusion in the Company's proxy materials for
its 1998 Annual Meeting. Under the regulations of the SEC, the Company is not
required to include shareholder proposals in its proxy materials unless certain
other conditions specified in those regulations are satisfied.
FINANCIAL INFORMATION
THE COMPANY'S 1996 ANNUAL REPORT IS BEING MAILED TO SHAREHOLDERS
CONTEMPORANEOUSLY WITH THESE PROXY MATERIALS. THE COMPANY WILL PROVIDE WITHOUT
CHARGE TO ANY SHAREHOLDER OF RECORD AS OF MARCH 14, 1997, WHO REQUESTS IN
WRITING, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS)
FOR THE YEAR ENDED DECEMBER 31, 1996 FILED WITH THE SEC. 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,
/s/ William S. Hummers III
William S. Hummers III
Secretary
March 21, 1997
Greenville, South Carolina
14
EXHIBIT A
Common Stock Amendment
The Articles of Incorporation are hereby amended to increase the
authorized Common Stock of the Company from twenty million (20,000,000) to one
hundred million (100,000,000) shares.
Preferred Stock Amendment
The Articles of Incorporation are hereby amended to authorize for issuance
twenty-five million (25,000,000) shares of preferred stock. The relative rights,
preferences and limitations of such preferred stock shall be determined by the
Company's Board of Directors in its sole discretion. The Company's Board of
Directors shall have the sole authority to issue shares of such preferred stock
to whomever and for whatever purposes it, in its sole discretion, deems
appropriate. The Board is expressly authorized to divide such preferred shares
into separate series, with each series separately designated so as to
distinguish the shares thereof from the shares of all other series. Each share
of each series of serial preferred stock shall have the same relative rights as,
and be identical in all respects with, all the other shares of the same series.
Among other things, the Board may designate the following variations among any
of the various series of preferred stock without further action of the
shareholders of the Company:
(a) the distinctive serial designation and the number of shares
constituting such series; (b) the dividend rate or the amount of dividends to be
paid on the shares of such series, whether dividends shall be cumulative and, if
so, from which date(s) the payment date(s) for dividends, and the participating
or other special rights, if any, with respect to dividends; (c) the voting
powers, full or limited, if any, of shares of such series; (d) whether the
shares of such series shall be redeemable and, if so, the price(s) at which, and
the terms and conditions on which, such shares may be redeemed; (e) the
amount(s) payable upon the shares of such series in the event of voluntary or
involuntary liquidation, dissolution, or winding up of the association; (f)
whether the shares of such series shall be entitled to the benefit of a sinking
or retirement fund to be applied to the purchase or redemption of such shares,
and if so entitled, the amount of such fund and the manner of its application,
including the price(s) at which such shares may be redeemed or purchased through
the application of such fund; (g) whether the shares of such series shall be
convertible into, or exchangeable for, shares of any other class or classes of
stock of the association and, if so, the conversion price(s) or the rate(s) of
exchange, and the adjustments thereof, if any, at which such conversion or
exchange may be made, and any other terms and conditions of such conversion or
exchange; (h) the price or other consideration for which the shares of such
series shall be issued; and (i) whether the shares of such series which are
redeemed or converted shall have the status of authorized but unissued shares of
serial preferred stock and whether such shares may be reissued as shares of the
same or any other series of serial preferred stock.
A-1
********************************************************************************
APPENDIX
CAROLINA FIRST CORPORATION
PROXY
ANNUAL MEETING, MAY 8, 1997
The undersigned shareholder 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 Gunter Theatre, Peace Center for the Performing Arts, 300 South Main
Street, Greenville, South Carolina on Thursday, May 8, 1997 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 to vote for all
and to set the number of Directors nominees below and to set the number of
at ten persons (except as marked to Directors at ten persons
the contrary below [ ])
M. Dexter Hagy H. Earle Russell, Jr. William R. Timmons, Jr.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.
2. PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO INCREASE AUTHORIZED PREFERRED STOCK.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. 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 , 1997
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.