-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UJYdLue6Cf7FzymS5/aCAj+tS4zdxrcg/xK0+i5hFuudPPo7pyxDxl7N1qepuemO +01w7W3tNQbNqTwfj71q2g== 0000950168-98-003027.txt : 19980921 0000950168-98-003027.hdr.sgml : 19980921 ACCESSION NUMBER: 0000950168-98-003027 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 6 333-61773 FILED AS OF DATE: 19980918 EFFECTIVENESS DATE: 19980918 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAROLINA FIRST CORP CENTRAL INDEX KEY: 0000797871 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 570824914 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4MEF SEC ACT: SEC FILE NUMBER: 333-63749 FILM NUMBER: 98711820 BUSINESS ADDRESS: STREET 1: 102 S MAIN ST CITY: GREENVILLE STATE: SC ZIP: 29601 BUSINESS PHONE: 8032557900 S-4MEF 1 CAROLINA FIRST CORPORATION S-4MEF As filed with the Securities and Exchange Commission on September 16, 1998. Registration No. 333-______ ---------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4MEF REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FIRST CORPORATION (Exact name of registrant as specified in its charter)
SOUTH CAROLINA 6711 57-0824914 -------------- ---- ---------- (State or other jurisdiction Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number Identification No.)
102 SOUTH MAIN STREET GREENVILLE, SOUTH CAROLINA 29601 (864) 255-7900 - -------------------------------------------------------------------------------- (Address, including ZIP code, and telephone number, including area code, of registrant's principal executive offices) WILLIAM S. HUMMERS III, EXECUTIVE VICE PRESIDENT CAROLINA FIRST CORPORATION 102 SOUTH MAIN STREET GREENVILLE, SOUTH CAROLINA 29601 (864) 255-7913 - -------------------------------------------------------------------------------- (Name, address, including ZIP code, and telephone number, including area code, of agent for service) Copies to: WILLIAM P. CRAWFORD, JR., ESQ. WYCHE, BURGESS, FREEMAN & PARHAM, P.A. POST OFFICE BOX 728 GREENVILLE, SOUTH CAROLINA 29602-0728 (864) 242-8200 (TELEPHONE) (864) 235-8900 (FACSIMILE) Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.|_| If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[X] No. 333-61773 CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount Title of Each Class Amount to Offering Price Aggregate of Registration of Securities to be Registered be Registered Per Unit (1) Offering Price (1) Fee (2) - ------------------------------ ------------- ------------ ------------------ ------- Common Stock 100,000 $7.25 $5,312,292 $1,567.83 (par value $1.00 per share)
(1) Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(f). Pursuant to Rule 457(f)(2), the Proposed Maximum Aggregate Offering Price has been determined based upon $5,312,292, which is the book value of the Colonial Bank of South Carolina, Inc. common stock to be received by Carolina First Corporation in the Merger as of June 30, 1998 (the latest practicable date). The original registration statement to which this registration statement relates registered 642,571 shares. This registration statement registers an additional 100,000 shares. Consequently, the Proposed Maximum Offering Price Per Unit is the $5,312,292 divided by the aggregate shares of 742,571. (2) Calculated pursuant to Rule 457(f). (3) Previously paid. The registration fee does not change because it was calculated on the book value of Colonial Bank of South Carolina, Inc. which has not changed. The increased number of shares registered is, accordingly, of no consequence. ITEM 21: EXHIBITS This registration statement is being filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933. The contents of the registrant's registration statement on Form S-4 (Registration Statement No. 333-61773) declared effective on or about August 25, 1998 are incorporated herein by reference. 5.1 -- Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of shares of Carolina First Corporation. 23.1 -- Consent of KPMG Peat Marwick LLP. 23.2 -- Consent of Elliott, Davis & Company, L.L.P. 23.3 -- Consent of Capital Resources Group, Inc. 23.4 -- Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit 5.1. SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenville, State of South Carolina, on September 14, 1998. Carolina First Corporation By: /s/ William S. Hummers III ------------------------------------------------ William S. Hummers III, Executive Vice President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated:
Signature Title Date - --------- ----- ---- /s/ William R. Timmons, Jr. ____________________________ Chairman of the Board September 14, 1998 William R. Timmons, Jr. /s/ Mack I. Whittle, Jr. ____________________________ President, Chief Executive Officer September 14, 1998 Mack I. Whittle, Jr. and Director (Principal Executive Officer) /s/ William S. Hummers III ____________________________ Executive Vice President, Director September 14, 1998 William S. Hummers III (Principal Accounting and Financial Officer) /s/ M. Dexter Hagy ____________________________ Director September 14, 1998 M. Dexter Hagy /s/ Eugene E. Stone IV ____________________________ Director September 14, 1998 Eugene E. Stone IV /s/ H. Earle Russell, Jr. ____________________________ Director September 14, 1998 H. Earle Russell, Jr. /s/ Judd B. Farr ____________________________ Director September 14, 1998 Judd B. Farr /s/ Charles B. Schooler ____________________________ Director September 14, 1998 Charles B. Schooler /s/ Elizabeth P. Stall ____________________________ Director September 14, 1998 Elizabeth P. Stall /s/ David C. Wakefield III ____________________________ Director September 14, 1998 David C. Wakefield III /s/ Vernon E. Merchant, Jr. ____________________________ Director September 14, 1998 Vernon E. Merchant, Jr. /s/ William R. Phillips ____________________________ Director September 14, 1998 William R. Phillips /s/ C. Claymon Grimes, Jr. ____________________________ Director September 14, 1998 C. Claymon Grimes, Jr.
EXHIBIT INDEX 5.1 -- Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of shares of the Carolina First Corporation. 23.1 -- Consent of KPMG Peat Marwick LLP. 23.2 -- Consent of Elliott, Davis & Company, L.L.P. 23.3 -- Consent of Capital Resources, Inc. 23.4 -- Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit 5.1. EX-5 2 EXHIBIT 5.1 EXHIBIT 5.1 September 14, 1998 [WYCHE, BURGESS, FREEMAN & PARHAM, P.A. LETTERHEAD] Carolina First Corporation 102 South Main Street Greenville, South Carolina 29601 Colonial Bank of South Carolina, Inc. 1111 Broad Street Camden, South Carolina 29202 RE: Registration Statement on Form S-4 with respect to 100,000 shares of Carolina First Corporation Common Stock Gentlemen/Ladies: The opinions set forth herein are rendered with respect to the 100,000 shares, $1.00 par value per share, of the Common Stock (the "Common Stock") of Carolina First Corporation, a South Carolina corporation (the "Company"), which may be issued by the Company in connection with its acquisition of Colonial Bank of South Carolina, Inc. ("Colonial Bank"), all as set forth in that certain Reorganization Agreement entered into as of July 1, 1998 by and among the Company, Carolina First Bank and Colonial Bank. The Common Stock is being registered with the Securities and Exchange Commission by the Company's Registration Statement on Form S-4 (the "Registration Statement") filed on or about September 16, 1998, pursuant to the Securities Act of 1933, as amended. We have examined the Company's Articles of Incorporation, as amended, and the Company's Bylaws, as amended, and reviewed the records of the Company's corporate proceedings. We have made such investigation of law as we have deemed necessary in order to enable us to render this opinion. With respect to matters of fact, we have relied upon information provided to us by the Company and no further investigation. With respect to all examined documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as certified, conformed or photostatic copies and the accuracy and completeness of the information contained therein. Based on and subject to the foregoing and subject to the comments, limitations and qualifications set forth below, we are of the opinion that the shares of Common Stock to be sold pursuant to the Registration Statement will, when issued to the Colonial Bank shareholders in accordance with the Reorganization Agreement, be legally and validly issued and fully paid and non-assessable. The foregoing opinion is limited to matters governed by the laws of the State of South Carolina in force on the date of this letter. We express no opinion with regard to any matter which may be (or purports to be) governed by the laws of any other state or jurisdiction. In addition, we express no opinion with respect to any matter arising under or governed by the South Carolina Uniform Securities Act, as amended, any law respecting disclosure, or any law respecting any environmental matter. This opinion is rendered as of the date of this letter and applies only to the matters specifically covered by this opinion, and we disclaim any continuing responsibility for matters occurring after the date of this letter. Except as noted below, this opinion is rendered solely for your benefit in connection with the Registration Statement and may not be relied upon, quoted or used by any other person or entity or for any other purpose without our prior written consent. We consent to the use of this opinion as an exhibit to the Registration Statement. Yours truly, /s/ Wyche, Burgess, Freeman & Parham, P.A. EX-23 3 EXHIBIT 23.1 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Carolina First Corporation We consent to the use of our report dated January 22, 1998 included in Carolina First Corporation's Annual Report on Form 10-K for the year ended December 31, 1997, incorporated herein by reference and to the reference to our firm under the heading "Experts" in the Proxy Statement/Prospectus for the acquisition of Colonial Bank of South Carolina, Inc. KPMG PEAT MARWICK LLP Greenville, South Carolina September 17, 1998 EX-23 4 EXHIBIT 23.2 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors Colonial Bank of South Carolina, Inc. We consent to the use of our reports dated February 5, 1998 at and for the periods ended December 31, 1997 and March 31, 1997 and May 8, 1996 at and for the years ended March 31, 1996 and 1995, with respect to the financial statements of Colonial Bank of South Carolina, Inc. included in registration statement (Form S-4) for Carolina First Corporation and to the reference to our firm under the heading "Experts" in the Proxy Statement/Prospectus for the acquisition of Colonial Bank of South Carolina, Inc. ELLIOTT, DAVIS & COMPANY, LLP Greenville, South Carolina September 14, 1998 EX-23 5 EXHIBIT 23.3 Exhibit 23.3 CONSENT OF FINANCIAL ADVISOR We consent to the incorporation by reference of our opinion into the Registration Statement on Form S-4 being filed with the Securities and Exchange Commission on or about September 14, 1998 by Carolina First Corporation in connection with the proposed merger of Colonial Bank of South Carolina, Inc. with and into Carolina First Corporation. September 14, 1998 /s/ Capital Resources Group, Inc. --------------------------------- Capital Resources Group, Inc. EX-23 6 EXHIBIT 23.4 [EXHIBIT TO COME] -----END PRIVACY-ENHANCED MESSAGE-----