South Financial Group Inc · S-4 · On 8/5/98

Filed On 8/5/98   ·   SEC File 333-60753   ·   Accession Number 950168-98-2496

Registration of Securities Issued in a Business-Combination Transaction   ·   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Carolina First Corporation S-4                       175    899K 
 2: EX-5        Exhibit 5.1                                            2±    11K 
 3: EX-23       Exhibit 23.1                                           1      5K 
 4: EX-23       Exhibit 23.2                                           1      6K 
 5: EX-99       Exhibit 99.1                                           2±     9K 

S-4   ·   Carolina First Corporation S-4
Document Table of Contents

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 As filed with the Securities and Exchange Commission on August 5, 1998.
                                                     Registration No. 333-______
----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933
CAROLINA FIRST CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)

                                                                · Download Table
                                                                                   
         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.                                         

 CALCULATION OF REGISTRATION FEE

                                                        · Enlarge/Download Table
                                                                                                                   
===================================================================================================================
                                                           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                               807,040             $6.12             $4,937,185         $1,456.47      
(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)(1), the Proposed   
   Maximum Aggregate Offering Price has been determined based upon $4,937,185,
which is the book value as of June 30, 1998 of the Poinsett Financial   
    Corporation common stock to be received by Carolina First Corporation in the
Merger.                                                                 
(2) Calculated pursuant to Rule 457(f)(2).                                      

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES  
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE 
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT   
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE        
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME         
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), 
MAY DETERMINE.                                                                  

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POINSETT FINANCIAL CORPORATION
6514-B State Park Road
Travelers Rest, South Carolina 29690

                                                                 August 12, 1998

Dear Shareholder:                                                               

      You are cordially invited to attend the Special Meeting of Shareholders of
Poinsett Financial Corporation ("Poinsett Special Meeting") to be held at the   
main office of Poinsett Financial Corporation ("Poinsett") located at 6514-B    
State Park Road, Travelers Rest, South Carolina 29690, on Tuesday, September 15,
1998, at 10:00 a.m., local time.                                                

  At the Poinsett Special Meeting you will be asked to consider and vote
upon the Reorganization Agreement ("Reorganization Agreement") by and among     
Poinsett and Carolina First Corporation, Greenville, South Carolina, dated as of
June 26, 1998. If the Reorganization Agreement is approved by the holders of at 
least two-thirds of the outstanding shares of common stock of Poinsett (and     
certain other conditions are met), Poinsett will be merged with and into        
Carolina First Corporation (the "Merger"). In connection with the Merger,       
Poinsett shareholders will receive shares of Carolina First Corporation common  
stock having a fair market value (as defined in the Reorganization Agreement) of
$82.00 for each share of Poinsett common stock held by them. On August __, 1998,
the last reported sale price of Carolina First Corporation common stock on the  
Nasdaq National Market was $________ per share. In connection with the          
Reorganization Agreement, Poinsett's wholly-owned thrift subsidiary, The        
Poinsett Bank, a federal savings bank , would continue to operate as a          
wholly-owned subsidiary of Carolina First Corporation (except that after the    
Merger, Poinsett Bank's name may be changed to "Carolina First Savings Bank" and
certain branch locations of Poinsett Bank may be transferred to Carolina First  
Corporation's wholly-owned bank subsidiary, Carolina First Bank). The           
Reorganization Agreement is described in detail in the accompanying Proxy       
Statement/Prospectus and is attached as Annex A thereto.                        

  Enclosed herewith are the Notice of Special Meeting of Shareholders, a
Proxy Statement/Prospectus and a Proxy for use in connection with the Poinsett  
Special Meeting. The Proxy Statement/Prospectus includes a description of the   
terms and conditions of the Merger and related agreements, financial and other  
information about Carolina First Corporation and Poinsett, and other            
information. You are urged to consider carefully the entire Proxy               
Statement/Prospectus, including the annexes thereto.                            

THE BOARD OF DIRECTORS OF POINSETT BELIEVES THAT THE REORGANIZATION   
AGREEMENT IS IN THE BEST INTERESTS OF POINSETT AND ITS SHAREHOLDERS AND         
RECOMMENDS A VOTE FOR THE APPROVAL OF THE REORGANIZATION AGREEMENT.             

     Because the affirmative vote of the holders of at least two-thirds of the
issued and outstanding shares of Poinsett common stock is required to approve   
the Reorganization Agreement, it is important that your shares of Poinsett      
common stock be represented at the Poinsett Special Meeting, whether or not you 
are personally able to attend. A failure to vote, either by not returning the   
enclosed Proxy or by checking the "Abstain" box thereon, will have the same     
effect as a vote against the Reorganization Agreement. You are therefore urged  
to complete, date and sign the enclosed Proxy, and return it promptly in the    
enclosed return envelope, which does not require any postage if mailed in the   
United States. If you attend the Poinsett Special Meeting, you may vote shares  
of Poinsett common stock of which you are the record owner in person, even if   
you have already returned your Proxy.                                           

                Sincerely,

                        James D. King, Sr.
                                           President and Chief Executive Officer

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POINSETT FINANCIAL CORPORATION
6514-B State Park Road
Travelers Rest, South Carolina 29690

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 15, 1998

TO THE SHAREHOLDERS OF POINSETT FINANCIAL CORPORATION:                          

     NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Poinsett
Financial Corporation ("Poinsett Special Meeting") is to be held at the main    
office of Poinsett Financial Corporation ("Poinsett") located at 6514-B State   
Park Road, Travelers Rest, South Carolina 29690, on Tuesday, September 15, 1998,
at 10:00 a.m., local time, for the following purposes:                          

  1. Consideration of the Reorganization Agreement. To consider and vote
upon a proposal to adopt the Reorganization Agreement ("Reorganization          
Agreement") dated as of June 26, 1998, between Carolina First Corporation and   
Poinsett, pursuant to which Poinsett will be merged into Carolina First         
Corporation and Poinsett shareholders will receive Carolina First Corporation   
common stock in exchange for their shares of Poinsett common stock ("Merger"),  
all on and subject to the terms and conditions contained therein.               

   2. Other Business. To transact such other business as may properly come
before the Poinsett Special Meeting or any adjournments thereof.                

   Only shareholders of record at the close of business on August 1, 1998,
are entitled to notice of and to vote at the Poinsett Special Meeting or any    
adjournments thereof. The affirmative vote of the holders of at least two-thirds
of the issued and outstanding shares of Poinsett common stock is required to    
approve the Reorganization Agreement. All shareholders, whether or not they     
expect to attend the Poinsett Special Meeting in person, are requested to       
complete, date, sign and return the enclosed Proxy in the accompanying envelope.
The Proxy may be revoked by the record shareholder (i) by giving written notice 
to the Secretary of Poinsett at any time before it is voted, (ii) by submitting 
a proxy having a later date, or (iii) by such person appearing at the Poinsett  
Special Meeting and giving notice of revocation to the corporate officers       
responsible for maintaining the list of shareholders.                           

                                         By Order of the Board of Directors,

August 12, 1998                            James D. King, Sr.                   
                                           President and Chief Executive Officer

 YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.
 WHETHER OR NOT YOU PLAN TO ATTEND THE POINSETT SPECIAL MEETING,
 PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD.

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Proxy Statement/Prospectus                                                      
CAROLINA FIRST CORPORATION Prospectus for 
807,040 Shares of Common Stock, $1.00 Par Value Per Share 

POINSETT FINANCIAL CORPORATION
 Proxy Statement for Special Meeting of Shareholders

     This Proxy Statement/Prospectus relates to the issuance by Carolina First
Corporation of up to 807,040 shares (the "Carolina First Corporation Shares") of
its $1.00 par value common stock ("Carolina First Corporation common stock") in 
connection with the proposed merger ("Merger") of Poinsett Financial Corporation
("Poinsett") with and into Carolina First Corporation. Upon consummation of the 
Merger, each outstanding share of Poinsett common stock will be converted into  
shares of Carolina First Corporation common stock having a fair market value (as
defined in the Reorganization Agreement) of $82.00. The Carolina First          
Corporation Shares are offered to the Poinsett shareholders subject to the terms
and conditions specified in the Reorganization Agreement, dated as of June 26,  
1998 ("Reorganization Agreement") and entered into by and between Carolina First
Corporation and Poinsett. The Reorganization Agreement provides that as a result
of the transactions specified in the Reorganization Agreement, the Poinsett     
common stock will be canceled and Carolina First Corporation will be the        
surviving parent corporation. Upon consummation of the transactions specified in
the Reorganization Agreement, Poinsett's wholly-owned thrift subsidiary, The    
Poinsett Bank, a federal savings bank, would continue to operate as a           
wholly-owned subsidiary of Carolina First Corporation (except that after the    
Merger, Poinsett Bank's name may be changed to "Carolina First Savings Bank" and
certain branch locations of Poinsett Bank may be transferred to Carolina First  
Corporation's wholly-owned bank subsidiary, Carolina First Bank). Cash will be  
paid in lieu of fractional shares to which a Poinsett shareholder becomes       
entitled. See "THE PROPOSED TRANSACTION -- General Description of the Terms of  
the Reorganization Agreement."                                                  

     This Proxy Statement/Prospectus serves as the Proxy Statement of Poinsett
in connection with the solicitation of proxies to be used at the Special Meeting
of Shareholders of Poinsett ("Poinsett Special Meeting") to be held on September
15, 1998 for the purposes described herein. This Proxy Statement/Prospectus is  
first being sent to Poinsett shareholders on or about August 12, 1998.          

Consummation of the transactions contemplated in the Reorganization 
Agreement is subject to certain conditions, including, among others, approval by
the respective shareholders of Poinsett at the Poinsett Special Meeting and     
approval by applicable regulatory authorities.                                  

   Any Poinsett shareholder who, at or prior to the Special Meeting, gives
written notice that he dissents from the Merger and does not vote in favor of   
the Merger shall be entitled, upon strict compliance with certain statutory     
procedures, to receive the value of the Poinsett common stock owned by such     
shareholder at the time and in the manner set forth herein. See "THE PROPOSED   
TRANSACTION -- Rights of Dissenting Shareholders of Poinsett."                  

 SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY SHAREHOLDERS OF POINSETT.                                         

 POINSETT'S BOARD OF DIRECTORS RECOMMENDS THAT THE POINSETT SHAREHOLDERS
VOTE TO APPROVE THE REORGANIZATION AGREEMENT.                                   

The Carolina First Corporation common stock is traded on the Nasdaq 
National Market under the Nasdaq market symbol "CAFC." On June 26, 1998 (the    
last business day prior to the announcement of the execution of the             
Reorganization Agreement), the closing bid price of the Carolina First          
Corporation common stock, as reported by Nasdaq, was $26.625 per share. The     
Poinsett common stock is not traded on any established market. Poinsett does not
have information regarding recent sales of Poinsett common stock in 1998.       

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE          
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR       
ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY 
IS A CRIMINAL OFFENSE.                                                          

THE CAROLINA FIRST CORPORATION SHARES OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS AND LOAN           
ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR 
OTHER GOVERNMENTAL AGENCY.                                                      

 The date of this Proxy Statement/Prospectus is August 12, 1998.

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 TABLE OF CONTENTS

AVAILABLE INFORMATION......................................................... 1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ............................ 1
OTHER INFORMATION............................................................. 2
SUMMARY....................................................................... 3
         Introduction ........................................................ 3
         Time, Place and Purposes of the Poinsett Special Meeting............. 3
         Parties to the Reorganization Agreement.............................. 3
         General Terms of the Proposed Transaction............................ 3
         Vote Required and Record Date........................................ 4
         Recommendation of Poinsett's Board of Directors...................... 4
         Rights of Dissenting Shareholders.................................... 4
         Certain Differences in Shareholders' Rights.......................... 4
         Conditions and Regulatory Approvals.................................. 4
         Termination of the Reorganization Agreement.......................... 5
         Effective Time of the Merger......................................... 5
         Opinion of Financial Advisor......................................... 5
         Certain Federal Income Tax Consequences.............................. 5
         Interests of Certain Persons......................................... 5
         Restrictions on Resales by Affiliates................................ 6
         Accounting Treatment................................................. 6
         Market Prices and Dividends.......................................... 6
               Selected Consolidated Financial Data........................... 8
               Comparative Per Share Data.................................... 11
RISK FACTORS................................................................. 12
         Dependence on Senior Management..................................... 12
         Growth Through Acquisitions......................................... 12
         Antitakeover Measures............................................... 12
         Commerical Lending Activities ...................................... 12
INFORMATION CONCERNING THE POINSETT SPECIAL MEETING.......................... 14
         Poinsett Special Meeting............................................ 14
               Purpose of the Poinsett Special Meeting....................... 14
               Poinsett Record Date and Voting Rights........................ 14
               Proxies....................................................... 14
               Recommendation................................................ 15
THE PROPOSED TRANSACTION..................................................... 16
         General Description of the Terms of the Reorganization Agreement.... 16
         Background of and Reasons for the Reorganization Agreement.......... 17
               Poinsett's Background of the Merger .......................... 17
               Carolina First Corporation Reasons............................ 19
         Opinion of Poinsett's Financial Advisor............................. 19
         Exchange of Poinsett Stock Certificates............................. 23
         Conditions to Consummation of the Merger............................ 24
         Termination......................................................... 24
         Amendment........................................................... 24
 Conduct of Poinsett's and Carolina First Corporation's Business
               Prior to the Effective Time................................... 24
         Required Regulatory Approvals....................................... 25
         Operations After the Merger......................................... 26
         Interests of Certain Persons in the Merger.......................... 26
      Indemnification; Advancement of Expenses; Directors' and
               Officers' Insurance........................................... 26
               Employment Agreements; Consulting Agreements.................. 26
               Stock Options................................................. 27
Other Matters Related to Employees and            
                  Employee Benefit Plans..................................... 27
         Accounting Treatment................................................ 27

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         Certain Federal Income Tax Consequences............................. 28
Cash Received by Holders of Poinsett Common Stock 
                    Who Dissent.............................................. 28
               Fractional Share Interests.................................... 28
         Restrictions on Resales by Affiliates............................... 29
         Rights of Dissenting Shareholders of Poinsett....................... 30
         Recommendations of Board of Directors............................... 31
PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION........................... 33
INFORMATION ABOUT CAROLINA FIRST CORPORATION................................. 38
         Capital Adequacy.................................................... 39
         Recent Developments................................................. 41
INFORMATION ABOUT POINSETT................................................... 43
         Monetary Policies................................................... 55
         Legal Proceedings................................................... 56
MANAGEMENT INFORMATION....................................................... 57
         Management and Principal Shareholders of Poinsett................... 57
         Certain Transactions................................................ 57
COMPARATIVE RIGHTS OF SHAREHOLDERS........................................... 59
         General............................................................. 59
         Authorized Capital.................................................. 59
         Amendment of Articles of Incorporation or Bylaws.................... 59
         Size and Classification of Board of Directors....................... 60
         Shareholder Nomination of Directors................................. 61
         Removal of Directors by Shareholders................................ 61
         Director Exculpation................................................ 61
         Director and Officer Indemnification................................ 62
         Shareholder Meetings................................................ 62
         Shareholder Voting in General....................................... 63
         Shareholder Voting in Certain Business Combinations................. 63
Change in Control, Business Combinations and Anti-Takeover    
               Provisions.................................................... 64
         Action by Shareholders Without a Meeting............................ 66
CAROLINA FIRST CORPORATION CAPITAL STOCK..................................... 66
         Common Stock........................................................ 66
         Preferred Stock..................................................... 67
         Certain Matters..................................................... 67
               Shareholders' Rights Agreement................................ 67
               Management Contracts.......................................... 68
               Board of Directors............................................ 69
               Voting ....................................................... 70
               Control Share Acquisition/Business Combination Statutes....... 71
               Transfer Agent................................................ 71
               Dividend Reinvestment Plan.................................... 71
LEGAL MATTERS................................................................ 70
EXPERTS...................................................................... 71
OTHER MATTERS................................................................ 71
INDEX TO FINANCIAL STATEMENTS OF POINSETT....................................F-1
ANNEXES                                                                         
      Reorganization Agreement.......................................... Annex A
      Opinion of Capital Resources Group, Inc........................... Annex B
      South Carolina Dissenter's Rights Statute......................... Annex C
      Financial Statements of Carolina First Corporation ............... Annex D

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     AVAILABLE INFORMATION

      Carolina First Corporation is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in       
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission ("Commission"). Such reports, proxy      
statements and other information filed with the Commission may be inspected and 
copied at the public reference facilities maintained by the Commission at Room  
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at   
the following Regional Offices of the Commission: New York Regional Office, 7   
World Trade Center, Suite 1300, New York, New York 10048 and Chicago Regional   
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of 
such material may also be obtained from the Public Reference Section of the     
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, upon the payment  
of fees at prescribed rates. The Commission maintains a Web site                
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants (including Carolina First Corporation)  
that file electronically with the Commission.                                   

   Carolina First Corporation has filed with the Commission a Registration
Statement (which shall include any amendments thereto) on Form S-4              
("Registration Statement") under the Securities Act of 1933, as amended         
("Securities Act"), with respect to the Carolina First Corporation Shares       
offered hereby. This Proxy Statement/Prospectus does not contain all the        
information set forth in the Registration Statement, certain parts of which are 
omitted in accordance with the rules and regulations of the Commission. The     
Registration Statement and the annexes and schedules thereto are available for  
inspection and copying as set forth in the preceding paragraph. For further     
information with respect to Carolina First Corporation, Poinsett and the        
Carolina First Corporation Shares offered hereby, reference is hereby made to   
the Registration Statement, including the annexes and schedules thereto.        

All information contained or incorporated by reference in this Proxy
Statement/Prospectus with respect to Carolina First Corporation has been        
supplied by Carolina First Corporation, and all information contained or        
incorporated by reference in this Proxy Statement/Prospectus with respect to    
Poinsett has been supplied by Poinsett.                                         

 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

    THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WITH
RESPECT TO CAROLINA FIRST CORPORATION WHICH ARE NOT PRESENTED HEREIN OR         
DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS (OTHER THAN ANNEXES TO SUCH A  
DOCUMENT UNLESS SUCH EXHIBIT IS SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH
DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM THIS PROXY        
STATEMENT/PROSPECTUS IS DELIVERED UPON ORAL OR WRITTEN REQUEST TO WILLIAM S.    
HUMMERS III, EXECUTIVE VICE PRESIDENT, CAROLINA FIRST CORPORATION, 102 SOUTH    
MAIN STREET, GREENVILLE, SC 29601, TELEPHONE NUMBER (864) 255-7900. IN ORDER TO 
ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY SEPTEMBER
3, 1998.                                                                        

The following documents filed with the Commission by Carolina First 
Corporation pursuant to Section 13(a) or 15(d) of the Exchange Act are          
incorporated herein by reference:                                               

(i)   Carolina First Corporation's Annual Report on Form 10-K for the fiscal    
year ended December 31, 1997;                                       
(ii)  Carolina First Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;                                               
(iii) Carolina First Corporation's Current Reports on Form 8-K dated            
February 13, 1998; and                                              
(iv)  The description of the Carolina First Corporation common stock which is   
contained in Carolina First Corporation's Form 8-A filed with the   
Commission on or about October 20, 1986, including any amendment or 
report filed for the purpose of updating such description.          

  All documents filed by Carolina First Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the Poinsett Special Meeting shall be deemed to be incorporated by reference in 
this Proxy Statement/Prospectus and to be a part hereof from the respective     
dates of filing of such                                                         

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documents. Any statement contained herein or in a document incorporated herein  
shall be deemed to be modified or superseded for purposes of this Proxy         
Statement/Prospectus to the extent that a statement contained herein or in any  
other subsequently-filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or        
superseded shall not be deemed, except as so modified or superseded, to         
constitute a part of this Proxy Statement/Prospectus.                           

 OTHER INFORMATION

      This Proxy Statement/Prospectus does not cover any resales of the Carolina
First Corporation common stock offered hereby to be received by shareholders    
deemed to be "affiliates" of Carolina First Corporation or Poinsett upon        
consummation of the Merger. No person is authorized to make use of this Proxy   
Statement/Prospectus in connection with such resales, although such securities  
may be traded without the use of this Proxy Statement/Prospectus by those       
shareholders of Carolina First Corporation not deemed to be "affiliates" of     
Carolina First Corporation or Poinsett.                                         

No person is authorized to give any information or to make any      
representation not contained in or incorporated by reference in this Proxy      
Statement/Prospectus, and, if given or made, such information or representation 
must not be relied upon as having been authorized by Carolina First Corporation 
or Poinsett. This Proxy Statement/Prospectus does not constitute an offer to    
sell, or a solicitation of an offer to buy, any of the securities offered hereby
to any person or in any jurisdiction in which such offer or solicitation is not 
authorized or in which the person making such offer or solicitation is not      
qualified to do so, or to any person to whom it is unlawful to make such offer  
or solicitation in such jurisdiction. Neither the delivery of this Proxy        
Statement/Prospectus nor any sale hereunder shall under any circumstances create
any implication that the information contained herein is correct as of any date 
subsequent to the date hereof or that there has been no change in the affairs of
Carolina First Corporation or Poinsett since such date.                         

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 SUMMARY

    THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN
THIS PROXY STATEMENT/PROSPECTUS. THIS SUMMARY IS NOT INTENDED TO BE A COMPLETE  
STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO MORE DETAILED        
INFORMATION CONTAINED ELSEWHERE IN THIS PROXY STATEMENT/PROSPECTUS, THE         
ACCOMPANYING ANNEXES, AND THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE AND    
INCLUDED HEREWITH. A COPY OF THE REORGANIZATION AGREEMENT (EXCLUDING THE        
SCHEDULES ATTACHED THERETO) IS ATTACHED HERETO AS ANNEX A AND IS INCORPORATED   
HEREIN BY REFERENCE. AS USED HEREIN, THE TERMS "CAROLINA FIRST CORPORATION" AND 
"POINSETT" REFER TO CAROLINA FIRST CORPORATION AND POINSETT FINANCIAL           
CORPORATION, RESPECTIVELY, AND UNLESS THE CONTEXT OTHERWISE REQUIRES, TO THEIR  
RESPECTIVE CONSOLIDATED SUBSIDIARIES.                                           

     INTRODUCTION . This Proxy Statement/Prospectus is furnished in connection
with (i) the issuance by Carolina First Corporation of the Carolina First       
Corporation Shares and (ii) the solicitation of proxies by the Poinsett Board of
Directors with respect to the Poinsett Special Meeting to be held on September  
15, 1998 and at any adjournment thereof. The Poinsett Special Meeting is being  
held for the purpose of considering and voting upon the Reorganization          
Agreement. This Proxy Statement/Prospectus is first being mailed to Poinsett    
shareholders on or about August 12, 1998.                                       

   TIME, PLACE AND PURPOSES OF THE POINSETT SPECIAL MEETING . The Poinsett
Special Meeting will be held on September 15, 1998 at 10:00 a.m., local time, at
Poinsett's main office, located at 6514-B State Park Road, Travelers Rest, South
Carolina. At the Poinsett Special Meeting, shareholders of Poinsett will        
consider and vote on the proposal to approve the Reorganization Agreement, which
provides for the Merger of Poinsett into Carolina First Corporation and the     
exchange of Poinsett common stock for Carolina First Corporation common stock.  
See "INFORMATION CONCERNING THE POINSETT SPECIAL MEETING."                      

 PARTIES TO THE REORGANIZATION AGREEMENT . CAROLINA FIRST CORPORATION.
Carolina First Corporation is a bank holding company headquartered in           
Greenville, South Carolina which engages in a general banking business through  
its four principal operating subsidiaries: (1) Carolina First Bank, a South     
Carolina-chartered commercial bank headquartered in Greenville, South Carolina, 
(2) Carolina First Mortgage Company, a mortgage loan origination and servicing  
company headquartered in Columbia, South Carolina, (3) Blue Ridge Finance       
Company, Inc., an automobile finance company headquartered in Greenville, South 
Carolina, and (4) Resource Processing Group, Inc., a credit card origination and
servicing operation headquartered in Columbia, South Carolina. Carolina First   
Corporation is a South Carolina corporation which was organized in 1986. At     
March 31, 1998, it had total consolidated assets of approximately $2.3 billion. 
Its principal executive offices are located at 102 South Main Street,           
Greenville, South Carolina 29601, and its telephone number is (864) 255-7900.   
See "INFORMATION ABOUT CAROLINA FIRST CORPORATION."                             

     POINSETT. Poinsett is a thrift holding company headquartered in Travelers
Rest, South Carolina which conducts business primarily through its sole direct  
subsidiary, The Poinsett Bank, a federal savings bank ("Poinsett Bank") which   
converted from the mutual to stock form of organization in August 1988. Poinsett
is a South Carolina corporation organized in June 1990 and became the holding   
company for Poinsett Bank in February 1991. At March 31, 1998, Poinsett had     
total assets of approximately $88.9 million. Its principal executive offices are
located at 6514-B State Park Road, Travelers Rest, South Carolina 29690, and its
telephone number is (864) 834-4135. See "INFORMATION ABOUT POINSETT" and the    
documents that accompany this Proxy Statement/Prospectus.                       

    GENERAL TERMS OF THE PROPOSED TRANSACTION . Pursuant to the terms of the
Reorganization Agreement, upon consummation of the Merger, holders of Poinsett  
common stock will be entitled to receive shares of Carolina First Corporation   
common stock having a "fair market value" (as defined in the Reorganization     
Agreement) of $82.00 for each outstanding share of Poinsett common stock held by
them. The "fair market value" is defined in the Reorganization Agreement as the 
average of the closing prices as quoted on the Nasdaq National Market for       
Carolina First Corporation common stock for the 20 days in which Carolina First 
Corporation common stock was traded immediately prior to the date of closing of 
the transactions contemplated in the Reorganization Agreement (the "Closing" and
the "Closing Date"), except that if prior to the effective time of the Merger,  
any other person or entity shall have publicly announced an intention to acquire
control of Carolina First Corporation by merger or otherwise or Carolina First  
Corporation shall have publicly acknowledged that it is seeking to be acquired  
by another person or entity or is discussing being acquired by another person or
entity, then the average of the closing prices as quoted on the Nasdaq National 
Market for Carolina First Corporation common stock for the 20 days for which the
Carolina First Corporation common stock was traded                              

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immediately prior to such announcement or acknowledgment shall be determined    
and, if such average is less than the average derived from the 20 trading days  
immediately prior to the Closing Date, then the smaller average shall be the    
fair market value. All of the stock prices set forth above are subject to       
equitable adjustment for stock splits, stock dividends, reverse stock splits and
similar items. See "THE PROPOSED TRANSACTION -- General Description of the Terms
of the Reorganization Agreement."                                               

Assuming a fair market value of $26.00 per share, this results in a 
conversion ratio of 3.1538 shares of Carolina First Corporation common stock for
each share of Poinsett common stock. The number of shares of Carolina First     
Corporation common stock issuable in the Merger for each share of Poinsett      
common stock is hereinafter referred to as the ("Conversion Ratio") .           

   VOTE REQUIRED AND RECORD DATE . Only Poinsett shareholders of record at
the close of business on August 1, 1998 ("Record Date") will be entitled to     
notice of and to vote at the Poinsett Special Meeting. The Merger must be       
approved by the affirmative vote of the holders of at least two-thirds of the   
outstanding shares of Poinsett common stock eligible to vote at the Poinsett    
Special Meeting. As of the Record Date, there were 193,365 shares of Poinsett   
common stock entitled to vote. As of the date hereof, the directors and         
executive officers of Poinsett and their affiliates beneficially owned 78,328   
shares, or approximately 40.5% of Poinsett common stock. Upon consummation of   
the transactions contemplated hereby (and assuming no adjustment of the         
Conversion Ratio), such persons will beneficially own 247,031 shares of Carolina
First Corporation common stock, or 1.3% of the outstanding Carolina First       
Corporation common stock.                                                       

RECOMMENDATION OF POINSETT'S BOARD OF DIRECTORS .                   

THE BOARD OF DIRECTORS OF POINSETT HAS APPROVED THE REORGANIZATION  
AGREEMENT AND BELIEVES THAT THE REORGANIZATION AGREEMENT IS IN THE BEST         
INTERESTS OF POINSETT AND ITS SHAREHOLDERS. THE BOARD OF DIRECTORS RECOMMEND    
THAT POINSETT'S SHAREHOLDERS VOTE FOR THE REORGANIZATION AGREEMENT. SEE "THE    
PROPOSED TRANSACTION -- RECOMMENDATION OF BOARD OF DIRECTORS."                  

 RIGHTS OF DISSENTING SHAREHOLDERS . Shareholders of Poinsett who give
written notice at or prior to the Special Meeting that they dissent to the      
proposed Merger and who do not vote in favor of the proposed Merger, will be    
entitled to obtain payment of the value of their shares of Poinsett common stock
under South Carolina law. Failure to comply strictly with certain statutory     
procedures may result in the forfeiture of such rights. See "THE PROPOSED       
TRANSACTION -- Rights of Dissenting Shareholders of Poinsett."                  

   CERTAIN DIFFERENCES IN SHAREHOLDERS' RIGHTS . Upon effectiveness of the
Merger, the former Poinsett shareholders will become shareholders of Carolina   
First Corporation, and their rights as shareholders will be determined by       
Carolina First Corporation's Articles of Incorporation and Bylaws. The rights of
shareholders of Carolina First Corporation differ from the rights of            
shareholders of Poinsett in several important respects, including, among other  
things, the existence of certain antitakeover provisions. See "COMPARATIVE      
RIGHTS OF SHAREHOLDERS."                                                        

  CONDITIONS AND REGULATORY APPROVALS . Consummation of the transactions
contemplated by the Reorganization Agreement is subject to various conditions,  
including receipt of the necessary regulatory approvals (including the approval 
by the Board of Governors of the Federal Reserve System (the "Federal Reserve") 
and the                                                                         

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South Carolina State Board of Financial Institutions (the "State Board")), and  
the requisite shareholder approval of Poinsett. Applications to the necessary   
regulatory authorities seeking approval of the proposed transaction have been   
filed and the parties expect that such applications will be approved. Carolina  
First Corporation and Poinsett may waive certain of the conditions to their     
respective obligations to consummate the Merger, other than conditions required 
by law. See "THE PROPOSED TRANSACTION -- Conditions to Consummation of the      
Merger" and "THE PROPOSED TRANSACTION -- Required Regulatory Approvals."        

      TERMINATION OF THE REORGANIZATION AGREEMENT . The Reorganization Agreement
may be terminated at any time prior to the Closing Date: (a) by mutual consent  
of the parties; (b) by either Carolina First Corporation or Poinsett, at that   
party's option, (i) if a permanent injunction or other order (including any     
order denying any required regulatory consent or approval) shall have been      
issued by any Federal or state court of competent jurisdiction in the United    
States or by any United States Federal or state governmental or regulatory body,
which order prevents the consummation of the transactions contemplated herein,  
or (ii) if the requisite Poinsett shareholder approval is not received at the   
Poinsett Special Meeting; (c) by either Carolina First Corporation or Poinsett  
if the other party has failed to comply with the agreements or failed to fulfill
the conditions contained in the Reorganization Agreement (except that any such  
failure of compliance or fulfillment must result in a "material adverse event"  
(as defined in the Reorganization Agreement) and the breaching party must be    
given notice of the failure to comply and a reasonable period of time to cure); 
or (d) by either Carolina First Corporation or Poinsett in the event that       
closing has not occurred by March 31, 1999. The Reorganization Agreement may be 
amended by mutual written consent of both parties.                              

   EFFECTIVE TIME OF THE MERGER . The effective time of the Merger will be
the time and date specified in the Articles of Merger ("Effective Time") that   
are delivered for filing to the Secretary of State of South Carolina. The       
Effective Time will occur after all conditions specified in the Reorganization  
Agreement have been satisfied or waived, on such date as Carolina First         
Corporation shall notify Poinsett in writing not less than five days prior      
thereto, which date shall not be more than 30 days after all conditions have    
been satisfied or waived in writing. The Effective Time currently is anticipated
to be approximately September 30, 1998, although delays in the satisfaction of  
the conditions to consummation of the Merger could result in a later Effective  
Time. See "THE PROPOSED TRANSACTION -- Conditions to Consummation of the        
Merger."                                                                        

  OPINION OF FINANCIAL ADVISOR . Capital Resources Group, Inc. ("Capital
Resources") has served as financial advisor to Poinsett in connection with the  
Reorganization Agreement and has rendered an opinion to the Poinsett Board of   
Directors that the consideration to be received by shareholders of Poinsett is  
fair from a financial point of view to the Poinsett shareholders. For additional
information concerning Capital Resources and its opinion, see "THE PROPOSED     
TRANSACTION -- Opinion of Poinsett's Financial Advisor" and the opinion of      
Capital Resources attached as Annex B to this Proxy Statement/Prospectus.       

      CERTAIN FEDERAL INCOME TAX CONSEQUENCES . Poinsett will receive an opinion
of counsel to Carolina First Corporation stating that the Merger will constitute
a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the     
Internal Revenue Code of 1986, as amended ("Code"), subject to certain          
conditions. However, this opinion of counsel is not binding on the Internal     
Revenue Service ("IRS"). In such opinion, counsel will opine that if certain    
conditions are met, no taxable gain or loss for federal income tax purposes will
be recognized by Poinsett shareholders upon the exchange of Poinsett common     
stock solely for Carolina First Corporation common stock. To the extent that    
shareholders receive cash consideration for fractional shares, such shareholders
will be taxed to the extent that the cash exceeds such shareholder's allocated  
basis in such Poinsett common stock. See "THE PROPOSED TRANSACTION -- Certain   
Federal Income Tax Consequences." Because of the complexities of the federal    
income tax laws and because the tax consequences may vary depending upon a      
holder's individual circumstances or tax status, it is recommended that each    
shareholder of Poinsett consult his or her tax adviser concerning the Federal   
(and any applicable state, local or other) tax consequences of the Merger.      

     INTERESTS OF CERTAIN PERSONS . The Reorganization Agreement provides that
Carolina First Corporation will                                                 

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indemnify Poinsett directors and executive officers against certain liabilities 
and will maintain such directors' and officers' insurance for these persons     
after the Closing Date as shall be obtainable for annual premiums of $50,000.   

James D. King, Sr., James D. King, Jr., Edward R. Blakemore, Jr. and
Louise P. Ellenburg (each of whom are officers of Poinsett) will receive certain
payments and benefits provided for in their employment agreements with Poinsett 
Bank because the Merger constitutes a change of control giving rise to a right  
to those payments and benefits under those employment contracts. The aggregate  
amount payable under such contracts is $817,954.                                

The Reorganization Agreement provides that, at closing, Carolina First
Corporation shall enter into consulting agreements with James D. King, Jr. and  
James D. King, Sr. which have terms of twelve months and six months,            
respectively, and provide for compensation substantially the same as is         
currently being paid by Poinsett to such individuals. Copies of forms of these  
consulting agreements are attached to the Reorganization Agreement as annexes   
thereto.                                                                        

     The Reorganization Agreement provides that holders of options to purchase
Poinsett common stock outstanding at the Effective Time of the Merger will be   
converted into an option to acquire Carolina First Corporation common stock     
based on the Conversion Ratio. These options will continue to have the same     
terms and conditions as were in effect with respect to such options prior to the
Merger. The Reorganization Agreement also provides that an option holder may    
elect immediately prior to the Effective Time (in lieu of having such options   
converted into the right to receive Carolina First Corporation common stock as  
provided above), to surrender such options in exchange for a cash payment per   
share equal to the difference between $82.00 and the exercise price per share of
each option.                                                                    

    Pursuant to the Reorganization Agreement, Carolina First Corporation and
Poinsett will cooperate to develop staffing plans which will result in the      
retention of as many Poinsett and Poinsett Bank managers and employees as is    
practical. Carolina First Corporation has also specifically agreed to honor or  
assume (as applicable) Poinsett's obligations under its various existing benefit
plans. See "THE PROPOSED TRANSACTION -- Interests of Certain Persons in the     
Merger."                                                                        

      RESTRICTIONS ON RESALES BY AFFILIATES . Poinsett has agreed that, prior to
closing, it will use its best efforts to cause certain affiliates of Poinsett to
deliver written agreements to Carolina First Corporation that they will not     
dispose of any shares of Carolina First Corporation common stock received upon  
consummation of the Merger except in compliance with the Securities Act and     
rules and regulations promulgated thereunder. See "THE PROPOSED TRANSACTION --  
Restrictions on Resales by Affiliates."                                         

    ACCOUNTING TREATMENT . The Merger will be accounted for as a "purchase" of
Poinsett by Carolina First Corporation under generally accepted accounting      
principles. See "THE PROPOSED TRANSACTION -- Accounting Treatment."             

    MARKET PRICES AND DIVIDENDS . Carolina First Corporation common stock is
traded on the Nasdaq National Market. Carolina First Corporation currently pays 
a regular quarterly dividend of $.08 per share. Although Carolina First         
Corporation currently expects to continue payment of its regular cash dividend  
on the Carolina First Corporation common stock, there can be no assurance that  
Carolina First Corporation's current dividend policy will continue unchanged    
after consummation of the Merger. The declaration and payment of dividends on   
Carolina First Corporation common stock is subject to legal restrictions and    
further depends upon business conditions, operating results, capital and reserve
requirements and the Carolina First Corporation Board of Directors'             
consideration of other relevant factors.                                        

   Poinsett common stock is not traded on any established market. Poinsett
management is aware of a trade of Poinsett common stock at $25.00 per share     
in October 1997 and is not aware of any trades since that time. Poinsett has    
paid dividends of $0.60, $0.60 and $0 per share in each of the three fiscal     
years ended September 30, 1995, 1996 and 1997. Poinsett has not declared or     
paid any dividends since September 30, 1997.                                    

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South Carolina and federal banking regulations restrict the amount of 
dividends that Carolina First Corporation and Poinsett can pay to shareholders. 
See "COMPARATIVE RIGHTS OF SHAREHOLDERS -- Dividends."                          

The information presented in the following table reflects the last  
reported sales prices for Carolina First Corporation common stock on June 26,   
1998, the last trading day prior to the public announcement of the proposed     
Merger, and the Poinsett common stock on an equivalent per share basis,         
calculated by dividing $82.00 by an assumed fair market value of Carolina First 
Corporation common stock of $26.00 per share (for an assumed Conversion Ratio of
3.1538). As noted above, the Conversion Ratio is subject to adjustment based on 
the "fair market value" of the Carolina First Corporation common stock on the   
Closing Date. The table also reflects the last reported sales price for Carolina
First Corporation common stock on August ____, 1998:                            

                                                                · Download Table
                                                                               

                                Market Values Per Share                        
                  ------------------------------------------------------       
                  Carolina First Corporation               Poinsett            
                  --------------------------          -------------------------
                          Historical                  Historical     Equivalent
                          ----------                  ----------     ----------
June 26, 1998            $27.00                        $ 25.00         $85.15  
August ___, 1998         $__.__                        $ __.__         $__.__  


     Poinsett shareholders are advised to obtain current market quotations for
the Carolina First Corporation common stock. The market price of Carolina First 
Corporation common stock at the Effective Time may be higher or lower than the  
market price at the time the Reorganization Agreement was executed, at the date 
of mailing this Proxy Statement/Prospectus, or at the time of the Special       
Meeting.                                                                        

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SELECTED CONSOLIDATED FINANCIAL DATA. The following tables present  
selected unaudited historical financial information and selected unaudited      
combined pro forma financial information of Carolina First Corporation          
(consolidated) and Poinsett (consolidated). This information is derived from the
historical financial statements of Carolina First Corporation (consolidated) and
Poinsett (consolidated), and should be read in conjunction with such historical 
financial statements and the notes thereto either contained elsewhere in this   
Proxy Statement/Prospectus, the documents that accompany this Proxy             
Statement/Prospectus or incorporated herein by reference. The pro forma         
financial data are presented using the purchase method of accounting. The       
selected pro forma combined unaudited financial information showing the combined
results of Carolina First Corporation (consolidated) and Poinsett (consolidated)
is provided for informational purposes only. It is not necessarily indicative of
actual results that would have been achieved had the Reorganization Agreement   
been consummated on the dates or at the beginning of the periods presented, nor 
is it necessarily indicative of future results. For additional pro forma        
information, see "PRO FORMA COMBINED FINANCIAL INFORMATION."                    

CAROLINA FIRST CORPORATION
 (Dollars in thousands, except per share data)

                                                        · Enlarge/Download Table
                                                                                                                  
                                                                                                 Three Months     
                                                    Years Ended December 31,                    Ended March 31,   
                                           -----------------------------------------           -----------------  
                                          1993       1994       1995       1996      1997       1997       1998   
                                          ----       ----       ----       ----      ----       ----       ----   
                                                                                                  (unaudited)     
STATEMENT OF INCOME DATA                                                                                          
Net interest income                     $29,358    $43,260    $50,772    $57,070    $66,706    $15,452    $20,227 
Provision for loan losses                 1,106      1,197      6,846     10,263     11,646      2,952      2,136 
Noninterest income, excluding                                                                                     
  securities transactions                 6,085      8,151     16,557     20,368     16,604      3,008      4,473 
Securities transactions                     680         75        769        973      3,011         84        140 
Noninterest income                        6,765      8,226     17,326     21,341     19,615      3,092      4,613 
Noninterest expenses (1)                 27,294     51,839     46,882     51,675     52,243     12,866     15,259 
Net income (loss) (1)                     5,418     (1,740)     9,414     10,474     14,340      1,717      4,694 
Dividends on preferred stock              1,930      2,433      2,752         63         --         --         -- 
Net income (loss) applicable                                                                                      
  to common shareholders (1)              3,488     (4,173)     6,662     10,411     14,340      1,717      4,694 

BALANCE SHEET DATA (Period End)                                                                                   
Total assets                           $904,474 $1,204,350 $1,414,922 $1,574,204 $2,156,346 $1,613,906 $2,250,747 
Securities and temporary                                                                                          
  investments                           190,683    137,091    187,029    271,396    333,236    278,185    542,180 
Loans, net of unearned income           623,646    923,068  1,062,660  1,124,775  1,602,415  1,183,443  1,494,590 
Allowance for loan losses                 6,679      6,002      8,661     11,290     16,211     12,039     15,349 
Nonperforming assets                      5,366      4,722      4,868      5,880      3,767      5,109      3,164 
Total earning assets                    814,579  1,059,455  1,249,689  1,396,171  1,935,651  1,461,628  2,036,770 
Total deposits                          804,549  1,001,748  1,095,491  1,281,050  1,746,542  1,257,005  1,826,029 
Borrowed funds                           16,779    106,074    186,789    145,189    139,739    171,379    110,390 
Long-term debt                            1,274      1,162     26,347     26,442     39,119     26,476     39,395 
Total liabilities                       834,059  1,117,868  1,319,955  1,469,240  1,954,687  1,508,567  2,007,364 
Preferred stock                          15,662     37,014     32,909        943         --         --         -- 
Shareholders' equity                     70,415     86,482     94,967    104,964    201,659    105,339    243,383 

PER SHARE DATA (2) Net income (loss)                                                                              
  per common share:                                                                                               
     Basic(1)                             $0.63     $(0.59)     $0.89      $0.97      $1.19      $0.15      $0.28 
     Diluted(1)                            0.63      (0.59)      0.84       0.92       1.18       0.15       0.28 
Cash dividends declared                    0.04       0.17       0.21       0.25       0.29       0.07       0.08 
Book value per common                                                                                             
  share (period end)                       7.70       6.61       7.61       9.26      12.88       9.28      13.74 
Common shares outstanding:                                                                                        
 Weighted average - basic             5,505,461  7,004,214  7,516,620 10,705,107 11,989,517 11,304,437 16,588,163 
 Weighted average - diluted           8,208,935 10,114,812 11,183,726 11,368,035 12,175,561 11,478,383 16,922,202 
Period end                            6,969,484  7,079,866  7,820,839 11,225,568 15,659,338 11,355,443 17,709,935 

FINANCIAL RATIOS                                                                                                  
Return on average assets                   0.69%     (0.16)%     0.74%      0.71%      0.84%      0.44%      0.86%
Return on average equity                   8.27      (1.99)     10.43      10.56      11.62       6.50       8.42 
Net interest margin                        4.16       4.65       4.54       4.35       4.36       4.52       4.17 

-------------------------------------------                                     
(1) Includes 1996 Savings Association Insurance Fund special assessment of      
$1,184 (pre-tax) and 1994 restructuring charges of $12,214 (pre-tax).   
(2) Adjusted for stock dividends and stock split.                               

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POINSETT FINANCIAL CORPORATION
 (Dollars in thousands, except per share data)

                                                        · Enlarge/Download Table

                                                                                                            

                                                                                         Three Months Ended 
                                              Years Ended September 30,                        March 31,    
                                   -----------------------------------------------      ------------------  
                                   1993        1994      1995       1996      1997       1997         1998  
                                   ----        ----      ----       ----      ----       ----         ----  
                                                                                            (unaudited)     
STATEMENT OF INCOME DATA                                                                                    
Net interest income               $1,553      $1,724    $1,872     $2,209    $2,975      $643         $727  
Provision for loan losses             32          36        53         84       142        42          326  
Noninterest income, excluding                                                                               
    securities transactions          479         492       753        426       578       141          284  
Securities transactions               --          --        --          7        37         -               
Noninterest income                   479         492       753        433       615       141          284  
Noninterest expenses               1,531       1,562     1,713      2,709     2,885       645          828  
Net income                           300         381       532        (98)      337        57          (98) 

BALANCE SHEET DATA (Period End)                                                                             
Total assets                     $43,525     $50,071   $59,534    $65,701   $78,672   $69,958      $88,869  
Securities and temporary                                                                                    
    investments                      181       3,232     4,479      3,730       456       474        1,483  
Loans, net of unearned income     36,485      39,421    47,482     55,298    69,319    61,441       68,601  
Allowance for loan losses            153         169       190        222       343       316          561  
Nonperforming assets                 529         548       307      1,224       611     1,371        2,086  
Total earning assets              39,250      45,336    53,404     61,666    74,741    71,719       69,586  
Total deposits                    32,850      43,589    42,562     58,131    72,821    63,798       81,684  
Borrowed funds                     4,650          --     8,850      1,500        --     1,500        2,044  
Long-term debt                     2,020       1,796     2,221        958       614       785           --  
Total liabilities                 39,743      45,970    54,862     61,271    73,822    65,328       83,965  
Shareholders' equity               3,782       4,101     4,672      4,430     4,850     4,630        4,904  

PER SHARE DATA                                                                                              
Net income per common share:                                                                                
  Basic                            $1.84       $2.29     $2.89     ($0.53)    $1.79    $ 0.30       ($0.52) 
  Diluted                           1.84        2.29      2.89      (0.53)     1.79      0.30        (0.52) 
Cash dividends declared               --        0.60      0.60       0.60        --        --           --  
Book value per common share                                                                                 
    (period end)                   23.11       24.39     25.36      23.74     25.58     24.74        25.54  
Common shares outstanding:                                                                                  
  Weighted average-basic                                                                                    
     and diluted                 163,639     166,295   184,229    185,422   188,488   187,115      189,615  
  Period end                     163,639     168,139   184,229    186,615   189,615   189,615      190,365  

FINANCIAL RATIOS                                                                                            
Return on average assets            0.76%       0.82%     0.97%     (0.15)%    0.47%     0.08%       (0.11)%
Return on average equity            8.32        9.68     12.13      (2.16)     7.26      1.22        (2.00) 
Net interest margin                 3.96        3.80      3.81       3.85      4.38      3.91         4.15  

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      UNAUDITED PRO FORMA COMBINED SELECTED FINANCIAL DATA
       CAROLINA FIRST CORPORATION AND POINSETT FINANCIAL CORPORATION

                                                        · Enlarge/Download Table

                                              YEAR ENDED             THREE MONTHS ENDED
                                         DECEMBER 31, 1997(1)          MARCH 31, 1998  
                                         --------------------        ------------------
                                        (Dollars in thousands, except per share data)  
                                                                                       
STATEMENT OF INCOME DATA                                                               
Net interest income                    $      69,681                $      20,954      
Provision for loan losses                     11,788                        2,462      
Noninterest income                            20,230                        4,897      
Noninterest expenses                          55,864                       16,271      
Net income                                    14,026                        4,433      

PER SHARE DATA                                                                         
Net income per common share:                                                           
  Basic                                        $1.11                        $0.26      
  Diluted                                       1.10                         0.25      
Cash dividends declared                         0.29                         0.08      
Book value per common share (period end)       13.50                        14.26      
Common shares outstanding:                                                             
  Weighted average - basic                12,583,970                   17,188,536      
  Weighted average - diluted              12,778,274                   17,522,575      
   Period end                             16,257,346                   18,310,308      

BALANCE SHEET DATA                                                 MARCH 31, 1998      
                                                                   --------------      
Total assets                                                       $    2,353,676      
Securities and temporary investments                                      543,663      
Loans, net of unearned income                                           1,563,191      
Allowance for loan losses                                                  15,910      
Total earning assets                                                    2,106,854      
Total deposits                                                          1,907,713      
Borrowed funds                                                            112,434      
Long-term debt                                                             39,395      
Total liabilities