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FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: The First Financial Holdings, Inc. Sharing Thrift Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: First Financial Holdings, Inc. 34 Broad Street Charleston, SC 29401 THE PLAN IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"). IN ACCORDANCE WITH ITEM NO. 4 OF REQUIRED INFORMATION, THE PLAN FINANCIAL STATEMENTS AND SCHEDULES ATTACHED HERETO WERE PREPARED IN
ACCORDANCE WITH THE FINANCIAL REPORTING REQUIREMENTS OF ERISA. FIRST FINANCIAL HOLDINGS, INC. SHARING THRIFT PLAN FINANCIAL STATEMENTS Years Ended December 31, 1999 and 1998 with Report of Independent Auditors FIRST FINANCIAL HOLDINGS, INC. SHARING THRIFT PLAN FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 CONTENTS Page(s) Report of Independent Auditors 1 Financial Statements for 1999 and 1998: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4-12 Supplemental Schedules Supporting 1999 Financial Statements: Schedule I - Assets Held for Investment Purposes 13 Schedule II - Reportable Transactions 14 Signature 15 Consent of Independent Auditors 16 MCLAIN, MOISE & ASSOCIATES, PC Certified Public Accountants 409 King Street, First Floor Report of Independent Auditors The Plan Trustees First Financial Holdings, Inc. Sharing Thrift Plan We have audited the accompanying statements of net assets available for benefits of First Financial Holdings, Inc. Sharing Thrift Plan (the "Plan") as of December 31, 1999 and 1998 and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are the responsibility of the Trustees of the Plan. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules, Assets Held for Investment Purposes and Reportable Transactions, together
referred to as supplemental information, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplemental information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental information is the responsibility of the Trustees of the Plan. The supplemental information has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ MCLAIN, MOISE & ASSOCIATES, PC July 10, 2000 FIRST FINANCIAL HOLDINGS, INC. SHARING THRIFT PLAN Notes to Financial Statements Years Ended December 31, 1999 and 1998 1. Description of Plan The following description of First Financial Holdings, Inc. (the "Company") Sharing Thrift Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the
Plan's provisions. The Company is the holding company for First Federal Savings and Loan Association of Charleston, South Carolina (First Federal), Peoples Federal Savings and Loan Association in Conway, South Carolina (Peoples Federal) and First
Southeast Investor Services, Inc. (FSIS) (together the "Subsidiaries"). The Plan is administered by a Committee of Trustees appointed by the Company=s Board of Directors. The Committee contracts with an outside service organization for certain participant account
record-keeping and administrative services. A. General The Plan is a defined contribution plan consisting of both a tax-deferred 401(k) program and a tax-deferred profit sharing program. The Plan covers all eligible hourly and salaried employees of the Company and its subsidiaries.
Employees who have completed six months of service and who are expected to complete a year of service are eligible to make tax-deferred contributions. Employees, 21 years of age and older, who have completed a year of service in which they worked at
least 1,000 hours are eligible to receive profit sharing contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). B. Contributions The Plan permits eligible participants to contribute a maximum of 15% of their annual compensation (as defined and not to exceed limitations prescribed by law). The Company matches part or all of the participant's tax-deferred contributions up to 5% of the participant's base compensation and makes a profit sharing contribution up to 6% of the participant's base compensation. Company
contributions are made quarterly. The percentage for the Company's matching and profit sharing contributions is determined for (1) First Federal and FSIS and (2) Peoples Federal based on their annualized return on equity as of the beginning of the
quarter as follows: Match and Profit Sharing Return on Equity Percentages Less than 4% 0% 4% to less than 8% 25% 8% to less than 12% 50% 12% to less than 16% 75% 16% or more 100% The Plan currently provides that regardless of the return on equity, each eligible employee will receive a profit sharing contribution equal to at least 1% of their base compensation on an annual basis. However, profit sharing
contributions can be changed in amount or suspended at any time. C. Participant Accounts Each participant's account is credited with the participant's contribution and allocations of the Company's contributions, Plan earnings, and administrative expenses. Allocations are based on participant earnings or account balances,
as defined. Forfeited balances of terminated participants' nonvested accounts are in addition to Company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. D. Vesting The participant contributions and Company-match contributions are immediately vested. The participants vest in the profit sharing contributions at 10% per year for the first four years and at 20% per year thereafter, until fully vested
at seven years, or upon their earlier death, disability or retirement at age 65 or older. E. Investment Options Upon enrollment in the Plan, participating employees may elect for their contributions and allocated employer profit sharing contributions to be invested in the following funds: Participant-directed funds: - The Balanced Equity Fund is a managed mutual fund invested in a combination of equity, debt and money market issues. Five Fidelity Freedom Funds were also included in the Balanced Equity Fund. - The Fixed Income Fund consists of investments in certificates of deposit and/or interest-bearing deposit accounts of the Subsidiaries. - The Stock Fund invests in common stock of First Financial Holdings, Inc. Contributions may be temporarily held in cash or other fixed income funds, if stock is not immediately available for purchase by the Plan. Investments in the
Stock Fund are generally not available for transfer to other investment options. Effective July 1, 1997, any participant, who had attained 10 years of service and 50 years of age, may make a one-time transfer of amounts held in their Stock Fund to other
investment funds options. In the event of this transfer, a twelve month waiting period applies for further investments in the Stock Fund. - The Growth Equity Fund is an unsegregated diversified managed balanced fund that seeks to provide long-term growth of capital. During 1999 and 1998 the Growth Equity Fund was invested in the Fidelity Value Fund. - The Bond Fund is an unsegregated diversified managed fixed income fund that invests primarily in investment grade bonds and seeks to provide a high level of current income consistent with the maintenance of principal and liquidity.
During 1999 and 1998 the Bond Fund was invested in the Fidelity Intermediate Bond Fund. - The Spartan U.S. Equity Index Fund invests at least 90% of its assets in stocks of companies that compose the Standard & Poor 500 Index (S&P 500 Index). The fund seeks to match the total return of the S&P 500 Index. This
fund was added during 1999. Participants may change their investment options quarterly. Nonparticipant-directed funds: The Company's matching contributions are invested in common stock of First Financial Holdings, Inc. Prior to 1987, matching contributions were participant directed. F. Loans Receivable from Participants Participants may borrow from the Plan after one year of participation. A participant must borrow at least $2,500 with the maximum amount being the lesser of (1) $50,000 less any outstanding balance on Plan loans over the last 12
months, or (2) the greater of $10,000 or one-half of the participant's Plan account balance. Generally, Plan loans are limited to one-half of the Participant's Plan account balance. In addition, the amounts invested in the Stock Fund are not available
for borrowing. G. Benefits and Withdrawals On termination of service due to death, disability or retirement, a participant will receive the value of the participant's vested interest in his or her account. A participant is no longer eligible to participate in the Plan after
retirement or termination. A participant may also receive a hardship withdrawal upon meeting certain immediate financial need requirements and receiving approval of the Plan's Trustees. Funds derived from matching and profit sharing contributions are not
available for hardship withdrawals. 2. Summary of Accounting Policies A. Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. B. Investment Valuation and Income Recognition The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. The First Financial Holdings,
Inc. common stock in the Stock Fund is valued at the average of the bid and asked quoted market price. Loans receivable from participants are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. C. Payment of Benefits and Withdrawals Benefits are recorded when paid. Amounts allocated to withdrawing participants may be recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date.
3. Investments Plan assets are held in a trust established pursuant to an agreement between the Company and the Trustees, who are officers of the Company or Subsidiaries. The Trustees direct the investment activities of the trust and have full
discretionary authority for the purchase and sale of investments, subject to the participants' investment elections and certain other specified limitations. The fair values of the investments of the trust at December 31, 1999 and 1998, were as follows: December 31, 1999 1998 Cash demand deposits held by: First Financial Holdings, Inc. $ 133,082 $ 112,302 Mutual Funds: Fidelity Puritan Fund 8,180,453 8,604,513 Fidelity Intermediate Bond Fund 460,231 324,429 Fidelity Value Fund 5,508,661 5,049,409 Fidelity Freedom Fund 12,887 766 Fidelity Freedom 2000 16,702 959 Fidelity Freedom 2010 100,871 14,663 Fidelity Freedom 2020 211,180 81,661 Fidelity Freedom 2030 248,935 87,956 Spartan U.S. Equity Index Fund 98,477 - Certificates of deposit accounts: First Federal or Peoples Federal 2,630,172 2,938,776 Equity securities: First Financial Holdings, Inc., common stock 13,634,130 * 15,740,291 * Total investments $ 31,235,781 $ 32,955,725 * Includes nonparticipant-directed Certificates of deposit at December 31, 1999 consisted of amounts on deposit with the Subsidiaries with interest rates ranging from 4.9% to 8.35%, with original maturities of five months to five years. During 1999 and 1998, the Plan's
mutual funds appreciated
(depreciated) in value approximately $340,000 and $920,000, respectively.
During 1999 and 1998, the Plan's stock fund appreciated (depreciated) in value approximately $(2,500,000) and $(6,040,000). These amounts represent the total of the net realized gains or losses from investment transactions and the net unrealized
appreciation or depreciation of investments. The method used in calculating realized gains and losses is based on average net cost. The investments of the Stock Fund on the Statements of Net Assets Available for Benefits, include certain invested cash to be used for future purchases of equity securities. 4. Nonparticipant-Directed Investments Information about significant net assets and components of the changes in net assets relating to the nonparticipant-directed investments is as follows: December 31, 1999 1998 Net Assets: Investments: Common stock $ 6,196,600 $ 7,156,000 Cash 89,407 44,951 Contributions receivable 208,474 251,980 $ 6,494,481 $ 7,452,931
Charleston, SC 29403
Tel. (843) 577-0414
Fax (843) 577-0428
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31,
1999
1998
Assets:
Investments, at fair value
$ 31,235,781
$ 32,955,725
Employer contributions receivable
480,360
449,322
Loans receivable from participants
396,448
430,887
Net assets available for benefits
$ 32,112,589
$ 33,835,934
FIRST FINANCIAL HOLDINGS, INC.
SHARING THRIFT PLAN
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31,
1999
1998
Additions to net assets
attributable to:
Investment income:
Net depreciation in fair value of investments
$ (2,162,419)
$ (5,124,782)
Interest
234,316
247,836
Dividends
758,682
673,255
Total investment income (loss)
(1,169,421)
(4,203,691)
Contributions:
Participants
1,372,456
1,438,513
Employer match
778,666
719,281
Employer profit sharing
1,042,693
988,736
Total contributions
3,193,815
3,146,530
Total additions
2,024,394
(1,057,161)
Deductions from net assets
attributable to:
Benefits and withdrawals
paid to participants
3,700,297
2,264,829
Administrative fees
47,442
76,112
Total deductions
3,747,739
2,340,941
Net decrease
(1,723,345)
(3,398,102)
Net assets available for benefits:
Beginning of year
33,835,934
37,234,036
End of year
$ 32,112,589
$ 33,835,934
Year Ended December 31, |
|||||||
1999 |
1998 |
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Changes in Net Assets: |
|||||||
Contributions |
717,901 |
$ 719,281 |
|||||
Dividends |
385,622 |
354,956 |
|||||
Net appreciation (depreciation) |
(1,371,837) |
(2,938,130) |
|||||
Benefits and withdrawals paid to participants |
(629,359) |
(562,139) |
|||||
$ (897,673) |
$ (2,426,032) |
5. |
Contributions |
The Subsidiaries' quarterly return on equity resulted in the following estimated average employer matching contributions (for those participants contributing at least 5%) and employer profit sharing contributions. |
1999
1998
Employer matching contributions:
First Federal and FSIS
5.00%
5.00%
Peoples Federal
3.75%
3.75%
Employer profit sharing contributions:
First Federal and FSIS
6.00%
6.00%
Peoples Federal
4.50%
4.50%
These estimates represent the multiplication of the average return on beginning equity percentages (in accordance with the schedule in Note 1.B.) times the 5% maximum matching percentage and 6% profit sharing percentage, respectively. |
|
Contributions receivable at December 31, 1999 and 1998 represent the employer's matching and profit sharing contributions for the previous fourth quarter. |
|
6. |
Reconciliation of Financial Statements to 5500 |
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 1999 and 1998 to Form 5500: |
December 31
1999
1998
Net assets available for benefits per the financial
statements
$ 32,112,589
$ 33,835,934
Amounts allocated to withdrawing participants
(447,029)
-
Net assets available for benefits per the Form 5500
$ 31,665,560
$ 33,835,934
The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 1999, to Form 5500: |
Benefits paid to participants per the financial statements
$ 3,700,297
Add: Amounts allocated to withdrawing participants at December 31, 1999
447,029
Less: Amounts allocated to withdrawing participants at December 31, 1998
-
Benefits paid to participants per Form 5500
$ 4,147,326
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1999, but not yet paid as of that date, due to third party Plan administrator's software conversion. |
|
7. |
Related Party Transactions |
The Trustees select the investment options available to the participants. Officers of the Company initiate transactions to purchase and sell common stock of the Company and purchase and redeem certificates of deposit for the Plan. Common stock transactions are at market value by registered investment brokers. |
|
Expenses incurred in connection with the administration of the Plan are paid by the Plan. Administrative expenses paid by the Plan during 1999 and 1998 were $47,442 and $76,112, respectively. |
|
8. |
Tax Status |
The Internal Revenue Service has previously informed the Plan's administrators that the Plan is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code, and of the exempt status of the trust under Section 501(a) of the Code. |
|
The Plan obtained its latest determination letter on May 20, 1996 in which the IRS stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The IRS has extended until the last day of the first year beginning on or after January 1, 2000, the remedial amendment period for amending plans that are qualified under Section 401(a) for changes made by the Small Business Job Protection Act of 1996 and for other recent changes in the law. Prior to the expiration of the remedial period, the Company intends to amend the Plan so that the form of the Plan will comply with the applicable requirements of the Internal Revenue Code. Further, the continued qualification of the Plan is dependent on its effect in operations. The Plan administrator and the Plan's legal counsel believe that the Plan is being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and that related trust was tax exempt as of the financial statement date. |
|
9. |
Amendments to the Plan |
In connection with the Company's acquisition of Investors Savings Bank of S.C. (Investors) on November 7, 1997, the Plan was amended effective January 1, 1998, to admit as participants on January 1, 1998 any Investors= employees as of October 15, 1997, who were employed by the Company on December 31, 1997. All previous qualifying service with Investors qualified as service under the Plan for vesting purposes. |
|
10. |
Plan Termination |
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. |
FIRST FINANCIAL HOLDINGS, INC. SHARING THRIFT PLAN Schedule I Assets Held for Investment Purposes December 31, 1999 Identity or Issue, Borrower, Current Lessor, or Similar Party Description of Investment Cost Value Cash on deposit with: First Federal or Peoples Federal1 Interest-bearing deposits $ 133,082 $ 133,082 Mutual Funds2: Fidelity Puritan Fund 429,354 Units 8,604,513 8,180,453 Fidelity Intermediate Bond Fund 47,155 Units 324,429 460,231 Fidelity Value Fund 125,740 Units 5,049,409 5,508,661 Fidelity Freedom Income 1,138 Units 766 12,887 Fidelity Freedom 2000 1,286 Units 959 16,702 Fidelity Freedom 2010 6,784 Units 14,663 100,871 Fidelity Freedom 2020 12,893 Units 81,661 211,180 Fidelity Freedom 2030 14,747 Units 87,956 248,935 Spartan U.S. Equity Index Fund 1,891 Units - 98,477 Certificates of deposit: First Federal or Peoples Federal1 2,630,172 2,630,172 Common stock: First Financial Holdings, Inc.1 852,133 Shares of common stock 7,602,510 13,634,130 Total investments on balance sheet 24,530,120 31,235,781 Loans due from participants Bearing various interest rates and maturities 396,448 396,448 Total assets held for investment purposes $ 24,926,568 $ 31,632,229 1 Parties-in-interest to the Plan. 2 For purpose of this schedule, cost data for mutual funds is defined as the current value at the beginning of the year. Original cost information is not available for mutual funds. See accompanying report of independent auditors.
FIRST FINANCIAL HOLDINGS, INC. | ||||||||||||
SHARING THRIFT PLAN | ||||||||||||
Schedule II | ||||||||||||
Reportable Transactions | ||||||||||||
Year Ended December 31, 1999 | ||||||||||||
Sales | Net Gain | |||||||||||
Identity of Party Involved | Description of Assets | Purchases | Proceeds | Cost | (Loss) | |||||||
First Federal or | ||||||||||||
Peoples Federal1 | Certificates of deposit | $964,249 | $ 1,272,853 | $ 1,272,853 | - | |||||||
First Financial Holdings1 | Common Stock | $782,874 | $ 47,662 | $ 24,529 | $ 23,133 | |||||||
1Parties-in-interest to the Plan | ||||||||||||
See accompanying report of independent auditors. | ||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
First Financial Holdings, Inc. |
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Sharing Thrift Plan |
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Date: July 13, 2000 |
By: |
/s/ Susan Baham |
Susan Baham |
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Member of The First Financial Holdings, Inc. |
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Sharing Thrift Plan Trustees |
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Certified Public Accountants
409 King Street, First Floor
Charleston, SC 29403
Tel. (843) 577-0414
Fax (843) 577-0428
CONSENT OF INDEPENDENT AUDITORS
The Plan Trustees
First Financial Holdings, Inc. Sharing Thrift Plan
We consent to the incorporation by reference in the Registration Statement No. 33-22837 on Form S-8 pertaining to the First Financial Holdings, Inc. Sharing Thrift Plan of our report dated July 10, 2000 with respect to the financial statements of the First Financial Holdings, Inc. Sharing Thrift Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999.
/s/ MCLAIN, MOISE & ASSOCIATES, PC
Charleston, South Carolina
July 12, 2000