SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. N/A)
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FIRST CITIZENS CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[FIRST CITIZENS CORPORATION LOGO APPEARS HERE]
June 30, 1998
To Our Stockholders:
We are pleased to invite you to attend the Annual Meeting of
Stockholders of First Citizens Corporation, to be held at the Municipal
Auditorium of the City of Newnan, 25 Jefferson Street, Newnan, Georgia,
on Wednesday, July 22, 1998 at 2:00 p.m. Eastern Time.
The attached Notice of Annual Meeting of Stockholders and Proxy
Statement describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the
Corporation. Directors and officers of the Corporation, as well as a
representative from the Corporation's independent accounting firm,
Mauldin & Jenkins, will be present to respond to appropriate questions
of stockholders.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
On behalf of the Board of Directors, we urge you to sign, date and
return the enclosed proxy card in the enclosed postage-paid envelope as
soon as possible even if you currently plan to attend the annual
meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the
meeting.
Your continued interest and support of First Citizens Corporation are
sincerely appreciated.
Sincerely,
/s/ Tom Moat
--------------------------
TOM MOAT
President
<PAGE>
FIRST CITIZENS CORPORATION
19 Jefferson Street
P.O. Box 400
Newnan, Georgia 30264
(770) 253-5017
------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on July 22, 1998
------------------------------------------------
The Annual Meeting of Stockholders ("Meeting") of First Citizens
Corporation will be held at the Municipal Auditorium of the City of Newnan,
25 Jefferson Street, Newnan, Georgia, on July 22, 1998, at 2:00 p.m.,
Eastern Time.
The Meeting is for the following purposes, all of which are more
completely described in the accompanying Proxy Statement.
1. The election of two directors of the Corporation;
2. Such other matters as may properly come before the Meeting or any
adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on any one of the foregoing proposals at the
Meeting or any adjournment thereof. Stockholders of record at the close of
business on June 15, 1998 are the stockholders entitled to vote at the
Meeting and any adjournment thereof.
You are requested to fill in and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend the Meeting and vote in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Douglas J. Hertha
---------------------------
DOUGLAS J. HERTHA
Secretary
Newnan, Georgia
June 30, 1998
--------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
--------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
OF
FIRST CITIZENS CORPORATION
19 Jefferson Street
P.O. Box 400
Newnan, Georgia 30264
(770) 253-5017
Annual Meeting of Stockholders
July 22, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Citizens Corporation ("FCC" or the
"Corporation") to be used at the 1998 Annual Meeting of Stockholders of the
Corporation ("Meeting") which will be held at the Municipal Auditorium of the
City of Newnan, 25 Jefferson Street, Newnan, Georgia, on July 22, 1998, at 2:00
p.m., Eastern Time. The accompanying Notice of Annual Meeting of Stockholders
and this Proxy Statement are being first mailed to stockholders on or about
June 30, 1998.
REVOCATION OF PROXIES
Stockholders who execute proxies retain the right to revoke them at any
time. Unless revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Corporation at 19 Jefferson Street, P.O. Box
400, Newnan, Georgia 30264 or by filing a later proxy prior to a vote being
taken on a particular proposal at the Meeting. A proxy will not be voted if a
stockholder attends the Meeting and votes in person. Proxies solicited by the
Board of Directors of the Corporation will be voted in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted for the nominees for directors set forth in Proposal I.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on June 15, 1998 are
entitled to one vote for each share then held. At June 15, 1998, the
Corporation had 2,797,454 shares of common stock ("Common Stock") issued and
outstanding. The presence, in person or by proxy, of at least a majority of the
total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Meeting. Abstentions and broker
"non-votes,"which occur when a broker submits a proxy card without exercising
discretionary voting authority on a non-routine matter, will be counted for the
purpose of determining the presence or absence of a quorum.
Directors are elected by a plurality of the votes cast by the shares
entitled to be voted in an election. If authority to vote for one or more
director nominees is withheld by the stockholder represented by proxy, no vote
will be cast and the outcome of the election will not be affected. Broker
non-votes do not exist in an election of directors, and accordingly, will not
affect the outcome of the election.
All other proposals which may be considered and acted upon by the
stockholders at the Meeting require that the number of shares voted in favor of
the proposal exceed the number of shares voted against the proposal. Only those
shares actually voted will be counted for the purpose of determining whether a
proposal is approved by the shareholders. Abstentions and broker non-votes are
treated as true abstentions under Georgia law and not as negative votes.
Accordingly, abstentions and broker non-votes will have no effect on the
outcome of the vote on other proposals.
The following table sets forth, as of June 15, 1998, the shares of Common
Stock beneficially owned by 5% stockholders, all executive officers and
directors as a group, and by all executive officers, directors and 5%
stockholders of the Corporation as a group. Individual beneficial ownership of
shares by the Corporation's directors is set forth under "Proposal I --
Election of Directors." Persons and groups owning in excess of 5% of the
Corporation's Common Stock are required to file certain reports with the
Securities and Exchange Commission regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended ("1934 Act"). All Common Stock
amounts have been adjusted to reflect the three-for-two Common Stock split
issued by the Corporation in November, 1997.
1
<PAGE>
<TABLE>
<CAPTION>
Percent of Shares
Name and Address of Amount and Nature of Common Stock
Beneficial Owner of Beneficial Ownership(a) Outstanding
- ------------------------------------ ---------------------------- ------------------
<S> <C> <C>
Donald A. Barnette
Building K
Atlanta State Farmers Market
Forest Park, Georgia 30051 ......... 242,252 8.66%
J.L. Glover, Jr.
10 Brown Street
Newnan, Georgia 30263 .............. 167,849 5.94%
Ellis A. Mansour
6 East Court Square
Newnan, Georgia 30263 .............. 157,127 5.54%
All Executive Officers
and Directors as a
Group (8 persons) .................. 705,713(b)(c) 24.05%
Dennis H. McDowell
P.O. Box 858
Carrollton, Georgia 30117 .......... 202,042(d) 7.22%
All Executive Officers,
Directors and 5%
stockholders as a
Group (9 persons) .................. 907,755 30.93%
</TABLE>
- ---------
(a) Includes certain shares owned by spouses, or as custodian or trustee for
minor children, over which shares officers and directors effectively
exercise sole or shared voting and investment power, unless otherwise
indicated.
(b) Includes 71,250 options for shares of the Corporation's stock exercisable
within 60 days as of June 15, 1998 under the Corporation's 1986 Stock
Option Plan.
(c) Includes 65,914 options for shares of the Corporation's stock exercisable
within 60 days of June 15, 1998 of the Corporation's 1992 Nonqualified
Stock Option Plan for Outside Directors.
(d) Based on records maintained by the Corporation and information from a
Schedule 13D filed by Mr. McDowell on November 15, 1991. There have been
no amended filings received by the Corporation. According to the Schedule
13D, Mr. McDowell exercises sole voting and investment authority over
these shares.
PROPOSAL I -- ELECTION OF DIRECTORS
The Corporation's Board of Directors is composed of five members. The
Corporation's Bylaws provide that directors will be elected for three year
staggered terms with approximately one-third of the directors standing for
election each year. The Board of Directors has nominated for election as
directors Thomas B. Chandler and Thomas J. Moat each of whom is a current
member of the Board.
Unless otherwise specified on the proxy, it is intended that the persons
named in the proxies solicited by the Board of Directors will vote for the
nominees named below. Section 11 of the Corporation's Charter provides that
stockholders may not cumulate their votes for the election of directors.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board knows no reason why any
nominee might be unable to serve.
All Common Stock amounts have been adjusted to reflect the three-for-two
Common Stock split issued by the Corporation in November, 1997.
The following table sets forth certain information regarding each nominee
and each Director continuing in office.
2
<PAGE>
Board Nominees
<TABLE>
<CAPTION>
Year Shares of
First Common Stock
Elected Beneficially
or Term Owned at Percent
Appointed to June 15, of
Name Age(a) Principal Occupation(b) Director Expire 1998(c) Class
- -------------------- -------- ------------------------------------- ----------- -------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Thomas B. Chandler 60 President, Chandler and 1996 2001 9,394 0.34%
Waldrop (real estate developers),
Fayetteville, Georgia
Thomas J. Moat 50 President and Chief 1996 2001 84,160 2.96%
Executive Officer of
the Corporation, President
and Chief Executive
Officer of First Citizens
Bank, Newnan
Directors Continuing In Office
J.L. Glover, Jr 55 Chairman of the Board 1996 1999 167,849 5.94%
of the Corporation;
Chairman of the Board,
First Citizens Bank,
Newnan; President,
Glover & Davis, P.A. (attorneys),
Newnan, Georgia
Ellis A. Mansour 59 President, Treasurer and 1996 2000 157,127 5.54%
majority stockholder of
Brothers Limited (retail
apparel store), Newnan,
Georgia
Don A. Barnette 43 Owner, Market Grocery 1997 2000 242,252 8.66%
Company (a Clayton County
supplier of wholesale grocery
items to restaurants and convenience
stores), Forest Park, Georgia
</TABLE>
- ---------
(a) At March 31, 1998.
(b) Nominees and directors have held these positions (other than those with
the Corporation) for at least five years.
(c) In accordance with Rule 13d-3 under the 1934 Act, a person is deemed to be
the beneficial owner, for purposes of this table, of any shares of the
Corporation's Common Stock if he or she has sole or shared voting or
investment power with respect to such security, or has a right to acquire
beneficial ownership at any time within 60 days from June 30, 1998. The
table includes shares owned by spouses, other immediate family members in
trust and other forms of ownership, over which the persons named in the
table possess sole or shared voting and investment power. None of the
Directors has exercised his or her right to disclaim beneficial ownership
over shares in which he or she possesses a beneficial interest.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation held fourteen meetings during
the fiscal year ended March 31, 1998. The non-employee Directors of the
Corporation receive $500 per month for their services as Directors of the
Corporation, while the Chairman receives $750 per month. No Director attended
fewer than 75 percent of the aggregate number of meetings of the Board of
Directors and Committees of which the Director is a member and which were held
during the time that the person served as a Director.
The Board of Directors of the Corporation does not have standing Audit or
Compensation Committees. All non-employee Directors serve as the Audit and
Compensation Committees. The subsidiary Banks have standing Audit and
Compensation Committees (as well as a number of other committees which meet
periodically to consider business not requiring the consideration of the entire
Board).
The entire Board of Directors serves as a nominating committee.
3
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following information is furnished for the President and Chief
Executive Officer of the Corporation, Thomas J. Moat; and the Vice Presidents;
Charles M. Barnes and Douglas J. Hertha. Even though Mr. Barnes was employed by
Tara State Bank prior to the merger of Tara Bankshares with the Corporation as
of March 31, 1997, Mr. Barnes' compensation for the years ended March 31, 1997
and 1996 are reported here. No other executive officers of the Corporation
received salaries and bonuses in excess of $100,000 during the year ended March
31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------------------------- Long-term
Compensation
Other Annual Awards All Other
Name and Principal Position Year Salary ($) Bonus ($) Compensation ($)(1) Options (#) Compensation ($)(2)
- ----------------------------- ------ ------------ ----------- --------------------- ------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas J. Moat, 1998 166,000 36,891 -- -- 3,297
President and Chief 1997 156,000 49,723 -- -- 2,490
Executive Officer 1996 126,376 25,101 -- 22,500 3,198
Charles M. Barnes, 1998 139,825 26,142 -- -- 4,415
Vice President(3) 1997 125,400 12,000 -- -- 5,740
1996 125,400 5,202 -- -- 570
Douglas J. Hertha 1998 92,000 24,710 -- -- 3,249
Vice President and 1997 81,146 17,574 -- -- 1,667
Secretary 1996 69,300 15,060 -- 7,500 1,509
</TABLE>
- ---------
(1) Does not include perquisites which did not exceed the lesser of $50,000 or
10% of salary and bonus.
(2) Represents premiums paid by the Corporation on a disability insurance
policy and contributions made to the Corporation's 401(k) plan.
(3) Also president of First Citizens Bank of Fayette County and First Citizens
Bank of Clayton County.
Option Exercise Table
The following table sets forth all option exercises for the fiscal year
ended March 31, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised Options In-the-Money Options
Shares Acquired Value at FY-End (#) at FY-End ($)(1)
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------------- ----------------- -------------- --------------------------- --------------------------
<S> <C> <C> <C> <C>
Thomas J. Moat ............ 24,750 $745,470 47,250/-0- $1,209,000/-0-
Douglas J. Hertha ......... -- -- 24,000/-0- $ 641,460/-0-
</TABLE>
- ---------
(1) Assuming market price per share of $33.00 at March 31, 1998.
Employment Agreement
As of January 1, 1998, the Corporation and First Citizens Bank entered
into an employment agreement with Thomas J. Moat with respect to Mr. Moat's
continued service as President and Chief Executive Officer of First Citizens
Corporation and as President and Chief Executive Officer of First Citizens
Bank. The agreement has a three-year term which is automatically extended for
successive two year, eleven month periods at the end of each calendar month
unless 90 days' prior notice is given by any of the parties. During the term of
the agreement, the Corporation and the subsidiary banks have agreed to provide
Mr. Moat with (a) an annual base salary of $160,000, (b) an automobile
allowance in the amount of $500 per month, (c) participation in such bonus,
incentive and other executive compensation programs as are made available to
senior management of the Corporation from time to time. If the employment
agreement is terminated prior to the end of its term, the Corporation may be
required to provide Mr. Moat with continued compensation and certain benefits
for a one- to two- year period depending on the circumstances. If termination
is effected (a) by Mr. Moat within thirteen months of a
4
<PAGE>
change in control or for cause, then the Corporation will continue to provide
compensation and certain benefits to Mr. Moat for a period of three years
following termination, or (b) by the Corporation without cause, then the
Corporation will continue to provide compensation and certain benefits to Mr.
Moat for a period of three years following the termination. If termination is
effected for any other reason, the Corporation will be required to pay Mr. Moat
his earned but unpaid salary through the date of the termination. If Mr. Moat's
employment is terminated prior to the expiration of the agreement other than by
Mr. Moat by cause or as a result of a change in control, he will be subject to
certain restrictive covenants for a period of two years following the
termination.
As of April 9, 1997, the Corporation, First Citizens Bank of Clayton
County (formerly Tara State Bank), and First Citizens Bank of Fayette County
entered into an employment agreement with Charles M. Barnes with respect to Mr.
Barnes' continued service as President and Chief Executive Officer of First
Citizens Bank of Clayton County and as President and Chief Executive Officer of
First Citizens Bank of Fayette County, and as Vice President of the
Corporation. The agreement has a three-year term which is automatically
extended for successive one-year periods at the end of each calendar year
unless 90 days' prior notice is given by any of the parties. During the term of
the agreement, the Corporation and the two subsidiary banks have agreed to
provide Mr. Barnes with (a) a annual base salary of $135,000, (b) the benefits
under the executive salary continuation plan originally entered into by Mr.
Barnes and Tara State Bank as of August 7, 1995, (c) an automobile allowance in
the amount of $500 per month, (d) participation in such bonus, incentive and
other executive compensation programs as are made available to senior
management of the Corporation from time to time, and (e) relocation expenses of
up to $30,000. If the employment agreement is terminated prior to the end of
its term, the Corporation may be required to provide Mr. Barnes with continued
compensation and certain benefits for a one- to two- year period depending on
the circumstances. If termination is effected (a) by Mr. Barnes within six
months of a change in control or for cause, then the Corporation will continue
to provide compensation and certain benefits to Mr. Barnes for a period of one
year following termination, or (b) by the Corporation without cause, then the
Corporation will continue to provide compensation and certain benefits to Mr.
Barnes for a period of two years following the termination. If termination is
effected for any other reason, the Corporation will be required to pay Mr.
Barnes his earned but unpaid salary through the date of the termination. If Mr.
Barnes' employment is terminated prior to the expiration of the agreement other
than by Mr. Barnes for cause or as a result of a change in control, he will be
subject to certain restrictive covenants for a period of two years following
the termination.
SECTON 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Corporations knowledge, based solely on a review of copies of
Reports of Beneficial Ownership and Changes in Beneficial Ownership furnished
to it and representations that no other reports were required, its directors,
executive officers and greater than 10% stockholders complied with all
applicable Section 16(a) filing requirements during the fiscal year ended March
31, 1998.
TRANSACTIONS WITH THE CORPORATION
The Corporation's directors and officers and certain business
organizations and individuals associated with them have been customers of and
have had banking transactions with the Corporation's subsidiary banks and are
expected to continue such relationships in the future. Pursuant to such banking
transactions, from time to time these individuals and organizations have
borrowed funds from the Corporation's subsidiary banks for various business and
personal reasons. These extensions of credit were approved by the Board of
Directors, were made in the ordinary course of business and on substantially
the same terms, including interest rates and collateral, as those of comparable
transactions with unrelated parties prevailing at the time and do not involve
more than the normal risk of collectibility or present other unfavorable
features.
J.L. Glover, Jr., Chairman of the Board and a director of the Corporation,
is an attorney and President of the law firm of Glover & Davis, P.A. which firm
serves as legal counsel for the Corporation and its subsidiaries. The firm
furnishes title opinions on parcels of land and improvements thereon in Coweta
County and adjacent counties which collateralize certain loans granted by the
Corporation. The Corporation accepts title opinions on properties located in
Coweta County from all local practicing attorneys provided they furnish the
Corporation with evidence of a $1 million lawyers' title insurance errors and
omissions policy or in lieu of such coverage, furnish the Corporation with a
title policy with each title opinion. Title examination fees are paid by the
Corporation from the loan proceeds of the borrower or paid directly by the
borrower. The fee charged for this opinion is negotiable between the borrower
and his attorney. Fees paid by the Corporation to Glover & Davis, P.A. for all
services rendered by Glover & Davis, P.A. to the Corporation are comparable to
those paid by the Corporation in similar transactions with nonaffiliates.
5
<PAGE>
ACCOUNTING MATTERS
Mauldin & Jenkins, LLC, certified public accountants, audited the
financial statements of the Corporation and provided various other services to
the Corporation for the fiscal year ended March 31, 1998. A representative of
Mauldin & Jenkins, LLC is expected to be present at the Meeting to respond to
any appropriate questions and to make a statement if the representative desires
to do so.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy materials
for next year's Annual Meeting of Stockholders any stockholder proposal to take
action at such meeting must be addressed to the Secretary of the Corporation
and received at the Corporation's main offices at 19 Jefferson Street, P.O. Box
400, Newnan, Georgia 30264 no later than December 1, 1998. Any such proposal
shall be subject to the requirements of the proxy solicitation rules adopted
under the 1934 Act.
MISCELLANEOUS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the person or persons voting the proxies,
including matters relating to the conduct of the Meeting.
The cost of solicitation of proxies will be paid by the Corporation. The
Corporation will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy material
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Corporation may solicit
proxies personally, by telephone without additional compensation.
The Corporation's Annual report to Stockholders, including financial
statements, is being mailed to all stockholders of record as of the close of
business on June 15, 1998. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of the Corporation.
Such Annual Report is not to be treated as part of the proxy solicitation
materials nor as having been incorporated herein by reference.
A COPY OF THE CORPORATION'S FORM 10-KSB AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, FIRST CITIZENS CORPORATION,
19 JEFFERSON STREET, P.O. BOX 400, NEWNAN, GEORGIA 30264.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Douglas J. Hertha
---------------------------
DOUGLAS J. HERTHA
SECRETARY
Newnan, Georgia
June 30, 1998
6
<PAGE>
*******************************************************************************
APPENDIX
<TABLE>
<CAPTION>
<S> <C>
A [X] Please mark your votes as in this example.
For Withhold Authority Nominees: Thomas B. Chandler THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
1. To elect two [ ] [ ] Thomas J. Moat THE NOMINEES.
directors for
three-year THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN
terms. THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL
BE VOTED FOR THE PROPOSAL.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.
Please mark, date and sign this Proxy, and return it
in the enclosed return-addressed envelope. No postage
is necessary.
Date: , 1998
- ------------------------------------------- ---------------------------------------- ----------
Name(s) of Shareholder(s) Signature(s) of Shareholder(s)
IMPORTANT: If stock is held in the name of more than one person, all holders should sign. Signatures should correspond exactly
with the name or names appearing on the stock certificate(s). When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
</TABLE>
<PAGE>
FIRST CITIZENS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
HELD JULY 22, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles M. Barnes and Douglas Hertha as
Proxies, each with the power to appoint his substitute and hereby authorizes
them, and each of them, to represent and vote, as designated on the reverse, all
the shares of common stock of First Citizens Corporation ("Company") held of
record by the undersigned on June 15, 1998 at the Annual Meeting of Stockholders
to be held on July 22, 1998 or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE.)
