As filed with the Securities and Exchange Commission on May 8, 1998
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST CITIZENS CORPORATION
--------------------------
(Exact name of Registrant as specified in its charter)
GEORGIA 58-2232785
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
19 JEFFERSON STREET, NEWNAN, GEORGIA 30263
------------------------------------------
(Address of principal executive offices and zip code)
FIRST CITIZENS CORPORATION
--------------------------
(Full Title of the Plan)
BETH LANIER, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
----------------------
(Name and address of agent for service)
(404) 572-4571
--------------
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]________________
If this form is a post-effective amendment filed pursuant to Rule
462(c) 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. [ ]_________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 220,221 $33.25 (1) $7.322.350 (1) $2,530
$1.00 PAR VALUE SHARES (1)
- -----------------------------------------------------------------------------------------
</TABLE>
(1) The average of the high and low prices of the Registrant's Common Stock as
reported by the Nasdaq Stock Market for May 4, 1998.
THIS REGISTRANT HEREBY AMENDS THIS REGISTRATION ON SUCH DATE OR DATES AS MAY
BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS
THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
P R O S P E C T U S
220,221 SHARES
FIRST CITIZENS CORPORATION
COMMON STOCK
--------------------
This Prospectus relates to 220,221 shares (the "Shares") of common
stock, $1.00 par value ("Common Stock"), of First Citizens Corporation (the
"Company"). The Shares may be offered by certain shareholders of the Company
from time to time in transactions in the open market, in negotiated transactions
or a combination of such methods of sale, at fixed prices which may be changed,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Shareholders may
effect such transactions by selling the Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agents or to whom they
sell as principals, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). See "Sale of Shares."
The Selling Shareholders acquired the Shares from the Company as of
March 31, 1997 in connection with the Company's acquisition of a company of
which the Selling Shareholders (as defined herein) owned shares of common stock.
The Selling Shareholders may be deemed to be an "underwriter" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"). See "Selling
Shareholders" and "Sale of the Shares."
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has agreed to bear all
expenses (other than selling commissions) in connection with the registration
and sale of the Shares being offered by the Selling Shareholders.
The Common Stock is listed on the Nasdaq Stock Market. On May 4,
1998, the last reported sale price of the Common Stock of the Company reported
on the Nasdaq Stock Market was $33.25 per share.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is May 8, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement"), of which this Prospectus forms a part, covering the Shares to be
sold pursuant to this offering.
As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information, exhibits and undertakings contained in the
Registration Statement. Such additional information, exhibits and undertakings
can be inspected at and obtained from the Commission as set forth below. For
additional information regarding the Company, the Common Stock and related
matters and documents, reference is made to the Registration Statement and
exhibits thereto.
CERTAIN DOCUMENTS PREVIOUSLY FILED BY THE COMPANY WITH THE COMMISSION
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"), ARE INCORPORATED BY REFERENCE IN THIS PROSPECTUS. SEE "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE." COPIES OF ANY DOCUMENTS INCORPORATED HEREIN BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS THEY ARE SPECIFICALLY
INCORPORATED BY REFERENCE THEREIN, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO
WHOM A PROSPECTUS IS DELIVERED UPON REQUEST TO DOUGLAS J. HERTHA, FIRST CITIZENS
CORPORATION, 19 JEFFERSON STREET, NEWNAN, GEORGIA 30263(TELEPHONE: (770)
253-5017).
The Company is subject to the informational and reporting requirements
of the Exchange Act, and accordingly files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed with the Commission, as well as the Registration Statement,
are available for inspection and copying at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549 and at certain regional offices of the Commission
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7
World Trade Center, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed rates. The
Commission also maintains a site on the World Wide Web at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
2
<PAGE>
THE COMPANY
The Company is a Georgia corporation and a bank/thrift holding company
located on the southside of the Metropolitan Atlanta area. The Company provides
financial services through its three subsidiary financial institutions (the
"Banks") which offer a variety of banking and other financial services to
individuals and businesses. Its market area includes Coweta, Fayette, Henry,
Clayton and Troup Counties, Georgia.
The Company was formed on August 21, 1996 when Newnan Savings Bank, FSB
(now known as First Citizens Bank) reorganized itself into a holding company,
Newnan Holdings, Inc. (now known as First Citizens Corporation). In this
reorganization, each shareholder of Newnan Savings Bank received stock in the
new parent company on a one-for-one basis. At the same time, Newnan Holdings
merged with Southside Financial Group, Inc., the parent company of Citizens Bank
and Trust of Fayette County (now known as First Citizens Bank of Fayette
County). As of March 31, 1997, the Company acquired all the outstanding stock of
Tara Bankshares Corporation ("Tara"), the parent company of Tara State Bank (now
known as First Citizens Bank of Clayton County), issuing 221,773 shares of its
stock to Tara shareholders.
SELLING SHAREHOLDERS
In conjunction with the acquisition of Tara, the Company issued 221,773
shares of its stock to 18 Tara shareholders (the "Selling Shareholders"). In
March 1998, the Company repurchased 1,552 of these shares. One of the Selling
Shareholders, Don A. Barnette, received 174,186 Shares as a result of the
Company's acquisition of Tara. Mr. Barnette then sold 12,417 of the Shares in a
negotiated transaction to Charles M. Barnes.
The Selling Shareholders and the number of shares being offered by each
are set forth below:
James L. Askew 15,891
Ann Louise Askew 217
Julie Askew 1,552
Don A. Barnette 161,769
Charles M. Barnes 12,417
Jimmy W. Benefield 1,086
Naomi Daniel 1,988
Gruskin and Lucas, P.C. Profit Sharing Plan 2,138
Sanford E. Gruskin 4,946
Helen F. Sams 1,738
J.E. Sutherland 1,691
Michael M. Vuocolo 3,573
South Atlanta Radiology Association
Profit Sharing Plan 646
William C. Land, Jr. 434
Kirby Glaze 1,672
George E. Glaze 6,533
A. Gene Lee 1,632
Gail O. Lee 298
3
<PAGE>
Prior to the offering, the Selling Shareholders beneficially owned, in
the aggregate, 11.82% of the number of shares of Common Stock of the Company
outstanding on the date of this Prospectus. Upon the sale by the Selling
Shareholders of all of the Shares and completion of the offering, assuming all
of the Shares being offered hereby are sold and that no other changes in the
Selling Shareholders' beneficial ownership occur prior to completion of this
offering, the Selling Shareholders will beneficially own, in the aggregate,
3.94% of the shares of Common Stock of the Company. None of the Selling
Shareholders individually owns over 1% of the issued and outstanding shares of
Common Stock except for Mr. Barnette, who currently owns 8.68%. Upon sale by Mr.
Barnette of all of his Shares being offered, and assuming no other changes in
his beneficial ownership of Common Stock, Mr. Barnette will own 3.12% of the
issued and outstanding Common stock of the Company.
Two of the Selling Shareholders hold positions with the Company: Mr.
Barnette is a director of the Company and Mr. Barnes is a vice president of the
Company.
SALE OF THE SHARES
The sale of the Shares by the Selling Shareholders may be effected from
time to time in transactions in the open market, in negotiated transactions or
through a combination of such methods of sale, at fixed prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling Shareholders
may effect such transactions by selling the Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for which such broker-dealers may act as agents or to whom they
sell as principals, or both (which compensation as to a particular broker-dealer
may be in excess of customary compensation).
The Selling Shareholders and any broker-dealers who act in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and profit on any resale of the Shares as principals might be deemed to
be underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
A legal opinion to the effect that the Shares are legally issued, fully
paid and nonassessable has been rendered by Powell, Goldstein, Frazer & Murphy,
LLP, Sixteenth Floor, 191 Peachtree Street, N.E., Atlanta, Georgia 30303.
EXPERTS
The consolidated financial statements of the Company appearing or
incorporated by reference in the Company's Annual Report on Form 10-KSB for the
year ended March 31, 1997 have been audited by Mauldin & Jenkins LLC,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
4
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by this
reference:
(1) The Company's Annual Report on Form 10-KSB for the year
ended March 31, 1997;
(2) The Company's Quarterly Report on Form 10-QSB for the
period ended June 30, 1997;
(3) The Company's Quarterly Report on Form 10-QSB for the
period ended September 30, 1997;
(4) The Company's Quarterly Report on Form 10-QSB for the
period ended December 31, 1997; and
(5) The description of the Company's Common Stock contained in
the Company's Registration Statement filed pursuant to Section 12 of the
Exchange Act and any amendment or report filed for the purpose of updating any
such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon which this offering is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is filed.
Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded. All information appearing in this Prospectus is qualified in its
entirety by the information and financial statements (including notes thereto)
appearing in the documents incorporated herein by reference, except to the
extent set forth in this paragraph.
5
<PAGE>
---------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, THE SHARES OF COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE
FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF.
---------------------------------
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 1. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee to the Securities
and Exchange Commission $ 2,530.00
Accounting fees and expenses $ 500.00
Legal fees and expenses $ 3,000.00
Miscellaneous expenses $ 200.00
-----------
Total $ 16,230.00
The foregoing items, except for the SEC registration fee, are
estimated. The Registrant has agreed to bear all expenses (other than selling
commissions) in connection with the registration and sale of the Shares.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-851 of the Georgia Business Corporation Code provides that
a corporation may indemnify its directors and officers against civil and
criminal liabilities. Directors and officers may be indemnified against expenses
if they acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation, if they have not been adjudged
liable on the basis of the improper receipt of a personal benefit and, with
respect to any criminal action, if they had no reasonable cause to believe their
conduct was unlawful. A director or officer may be indemnified against expenses
incurred in connection with a derivative suit if he or she acted in good faith
and in a manner reasonably believed to be in or not opposed to the best interest
of the corporation, except that no indemnification may be made without court
approval if such person was adjudged liable for negligence or misconduct in the
performance of his or her duty to the corporation. Statutory indemnification is
not exclusive of any rights provided by any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise.
The Registrant's Bylaws provide that directors and officers of the
Registrant shall be indemnified by the Registrant against expenses and
liabilities incurred in connection with or resulting from threatened, pending or
completed actions, whether civil, criminal, administrative or investigative, in
which said person became involved by reason of having been a director or officer
of the Registrant; provided that such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Registrant and in addition, with respect to any criminal action or proceeding,
did not have a reasonable cause to believe that his conduct was unlawful. Any
person who has been wholly successful on the merits of or otherwise with respect
to any claim, action, suit or proceeding described above shall be entitled to
indemnification without any further action or approval by the Board of
Directors. In any other situation, indemnification shall be made at the
discretion of the Registrant, but only if the Board of Directors, acting by a
majority vote of a quorum consisting of directors who are not parties to the
claim, find that the person has met the standard of conduct described above. If
no such quorum of the Board exists, then independent legal counsel may render
such opinion as to whether the standards have been met or the holders of a
majority of the stock entitled to vote for the election of directors shall
determine by affirmative vote that such director or officer has met the
standards. However, notwithstanding the foregoing, no officer or director who
has been determined to be liable for negligence or misconduct in the performance
of his duties to the Registrant shall be indemnified unless and except to the
extent that the court in which such action or suit was brought shall determine
that, despite the adjudication of liability and in view of all the
circumstances, such person is fairly and reasonably entitled to be indemnified
for such expenses as the court shall deem proper.
II-1
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 16. EXHIBITS.
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP, as to the legality
of the securities being registered.
23(a) Consent of Mauldin & Jenkins LLC (see page immediately preceding
signature page to this Registration Statement).
23(b) Consent of Powell, Goldstein, Frazer & Murphy LLP, is contained in its
opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration Statement).
99 Merger Agreement dated November 21, 1996 between First Citizens
Corporation (formerly Newnan Holdings, Inc.) and Tara Bankshares
Corporation.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction to the questions whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the May 8, 1998
Registration Statement on Form S-3 of our report, dated April 25, 1997, except
for Note 16, as to which the date is June 3, 1997, relating to the consolidated
financial statements of First Citizens Corporation and subsidiaries, contained
in the annual report on Form 10-KSB for the year ended March 31, 1997, and to
the reference to our Firm under the caption "Experts" in the Prospectus.
/s/ Mauldin & Jenkins LLC
Atlanta, Georgia
May 8, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newnan, State of Georgia, on [__________], 1998.
FIRST CITIZENS CORPORATION
By: s/ Tom Moat
-------------------------------------
Tom Moat
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints TOM MOAT and DOUGLAS J. HERTHA, and each of them,
as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE
--------- -----
Chairman of the Board and Director
J. Littleton Glover, Jr.
President, Chief Executive Officer and Director
Tom Moat (Principal Executive Officer)
Director
Ellis Mansour
Director
Don A. Barnette
Director
Thomas B. Chandler
Vice President
Douglas J. Hertha (Principal Financial and Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4(a) Instruments defining rights of shareholders: Articles of
Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 in the Registrant's Registration
Statement on Form S-4 as filed with the Securities and
Exchange Commission on April 26, 1996 (Reg.
No. 333-4304)).
4(b) Instruments defining rights of shareholders: Bylaws of the
Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4 as filed with
the Securities and Exchange Commission on April 26, 1996 (Reg.
No. 333-4304)).
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP, as to the
legality of the securities being registered.
23(a) Consent of Mauldin & Jenkins LLC (see page immediately
preceding signature page to this Registration Statement).
23(b) Consent of Powell, Goldstein, Frazer & Murphy LLP, is
contained in its opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration
Statement).
99 Merger Agreement dated November 21, 1996 between First
Citizens Corporation (formerly Newnan Holdings, Inc.) and Tara
Bankshares Corporation.
204620
EXHIBIT 5
May 8, 1998
First Citizens Corporation
19 Jefferson Street
Newnan, Georgia 30263
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have served as counsel for First Citizens Corporation, a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-3 (the "Registration Statement"), of an aggregate of 220,221 shares
(the "Shares") of common stock, $1.00 par value per share, of the Company to
be sold by the Selling Shareholders named in the Registration Statement.
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and to the authorization for issuance of the Shares as we have
deemed it necessary and advisable.
In all such examinations, we have assumed the genuineness of all
signatures on all originals and copies of documents we have examined, the
authenticity of all documents submitted to us as originals and the conformity
to original documents of all certified, conformed or photostatic copies. As
to questions of fact material and relevant to our opinion, we have relied
upon certificates or representations of Company officials and of appropriate
state, local and federal officals.
We express no opinion as to matters under or involving laws other than
the laws of the State of Georgia.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the Shares
have been duly authorized and, when sold as described in the Registration
Statement and upon receipt of consideration therefor as contemplated therein
will be, validly issued, fully paid and non-assessable.
<PAGE>
First Citizens Corporation
May 8, 1998
Page 2
We hereby consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement and to the
filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Powell, Goldstein, Frazer & Murphy
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
EXHIBIT 99 GOES HERE
