<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
First Citizens Corporation
---------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------
(Title of Class of Securities)
319 588 10 9
---------------------------------------------
(CUSIP Number)
(Name, Address, and Telephone Number of person Authorized to Receive
Notices and Communications)
Douglas Hertha, Vice President
First Citizens Corporation
P.O. Box 400
Newnan, Georgia 30264
770-253-5017
April 10, 1997
---------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-I(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement. [ ]
<PAGE>
Page 1 of 4
SCHEDULE 13D
CUSIP No. 319 588 10 9
1. Name of Reporting Person
Don A. Barnette
2. Check the appropriate box if a member of a Group. (a)___ (b)___
N/A
3. SEC Use Only.
4. Source of Funds
OO
5. Check box if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e) ___
6. Citizenship or place of organization.
USA
7. Sole Voting Power.
174,189
8. Shared Voting Power.
None.
9. Sole Dispositive Power.
174,189
10. Shared Dispositive Power.
None.
11. Aggregate amount beneficially owned by each reporting person.
174,189
12. Check the box if the aggregate amount in Row (11) excludes certain
shares. ___
13. Percent of Class represented by amount in Row (11).
9.6%
14. Type of reporting person.
IN
<PAGE>
Page 2 of 4
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock of First Citizens Corporation. The
name and address of the principal executive officer of the issuer of such
securities is as follows:
Mr. Thomas J. Moat, President
First Citizens Corporation
P.O. Box 400
Newnan, Georgia 30264
ITEM 2. IDENTIFY AND BACKGROUND.
(A) The reporting person is Don A. Barnette.
(B) Mr. Barnette's address is:
P.O. Box 397
Forest Park, GA 30051
(C) Mr. Barnette is a private businessman engaged in the wholesale grocery
business. On April 18, 1997 he also became a director of the Issuer.
(D) During the last five years Mr. Barnette has not been convicted in a
criminal proceeding.
(E) During the last five years, Mr. Barnette has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction,
the results of which subjects or subjected him to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(F) Citizenship.
Mr. Barnette is a citizen of the United States of America.
ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION.
Mr. Barnette obtained his shares as merger consideration in accordance
with the plan of merger between Tara Bankshares Corporation and First Citizens
Corporation. In accordance with this plan, Mr. Barnette received 174,189 shares
of First Citizens Corporation in exchange for 280,542 shares of Tara Bankshares,
for an exchange ratio of .6209. The merger was consummated on April 10, 1997.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person obtained his shares for investment purposes.
Depending on market conditions, economic conditions and any other relevant
factors, the Reporting Person may alter his holdings in the Common Stock through
open market purchases or sales, or through privately negotiated transactions.
The Reporting Person intends to evaluate his holdings in the Issuer on a
continual basis.
The Reporting Person has no present plans or proposals which relate to
or would result in:
(A) the acquisition by any persons of additional securities of the Issuer or
the disposition of securities of the Issuer;
<PAGE>
Page 3 of 4
(B) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(C) a sale or transfer of a material amount of assets of the issuer or any of
its subsidiaries;
(D) any change in the present board of directors (other than his election to the
Board on April 18, 1997) or management of the issuer, including any plans or
proposals to change the number of term of directors or to fill any existing
vacancies on the board;
(E) any material change in the present capitalization or dividend policy of the
issuer;
(F) any other material change in the issuer's business or corporate structure
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act
of 1940;
(G) Changes in the issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the issuer by
any person;
(H) causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(I) a class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or
(J) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) The Reporting Person owns 174,189 shares or 9.6% of the outstanding shares
of Common Stock of the Issuer. The Reporting Person is not a member of a
group within the meaning of Section 13(d)(3) of the 1934 Act.
(B) The Reporting Person has sole power to vote, dispose, or direct the
disposition of the shares.
(C) The Reporting Person received all of his shares as merger consideration in
connection with the acquisition of Tara Bankshares Corporation by First
Citizens Corporation consummated on April 10, 1997. Mr. Barnette exchanged
280,542 shares in Tara Bankshares for 174,189 shares in First Citizens at
an exchange ratio of .6209 shares of Citizens for each share of Tara.
(D) The Reporting Person has no shared power with respect to his securities.
(E) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Reporting Person has no contracts, arrangements, understandings or
relationships with any other person with respect to the Securities of the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ Don Barnette
April 22, 1997 ---------------------------
(Signature)
Director, First Citizens Corporation
------------------------------------
Name/Title
