FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 12/31/94 Commission File Number 0-11172
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
(Exact name of registrant as specified in its charter)
State of South Carolina 57-0738665
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1230 Main Street
Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (803) 733-3456
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12 (g) of the Act:
Common Stock, $5.00 per value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [ X ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
Regulation S-K is not contained herein, and will not be contained, to be the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
YES [ X ] NO [ ]
The aggregate market value of the Registrant's Common Stock held by non-
affiliates as of February 3, 1995 was $38,287,945. The Registrant's voting
Preferred Stock is not regularly traded and has no quoted prices and therefore
has no readily ascertainable market value.
As of February 3, 1995, there were 892,813 outstanding shares of the
Registrant's Common Stock, $5.00 par value per share and 50,720 outstanding
shares of its Non-Voting Common Stock, $5.00 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of Registrant's Annual
Report to Shareholders for the fiscal year ended December 31, 1994 are
incorporated by reference into Parts I and II.
(2) Portions of Registrant's
definitive Proxy Statement dated March 24, 1995 for the Annual Meeting of
Shareholders to be held April 26, 1995 are incorporated by reference into Part
III.
<PAGE>
PART I.
Item 1. BUSINESS
First Citizens Bancorporation of South Carolina, Inc. ("Bancorporation"),
a South Carolina corporation, is a one bank holding company organized in 1982
which owns all the outstanding stock of First-Citizens Bank and Trust Company
of South Carolina ("Bank"). The Bank, which is the principal asset and source
of income of Bancorporation, is engaged in the general banking business
throughout South Carolina and offers complete retail, commercial banking and
trust services. The net income of the Bank constituted approximately 103% of
the consolidated net income of Bancorporation for the year ended December 31,
1994, and the assets of the Bank constituted approximately 99% of the
consolidated assets of Bancorporation at December 31, 1994. First Citizens
Mortgage Corporation of South Carolina, a wholly-owned subsidiary of the Bank,
is engaged in mortgage banking. Another wholly-owned subsidiary of the Bank
is Wateree Enterprises, Inc., which through its wholly-owned subsidiary,
Wateree Life Insurance Company, a South Carolina corporation, issues credit
life, accident and health insurance on borrowers from the Bank. Another
wholly-owned subsidiary of Wateree Enterprises, Inc. is Wateree Agency, Inc.,
a South Carolina corporation, which acts as agent for the sale of insurance to
the Bank's customers.
Supervision and Regulation
As a bank holding company, Bancorporation is subject to regulation by the
Federal Reserve Board under the Bank Holding Company Act of 1956, as amended
(BHC Act), and its examination and reporting requirements. Bancorporation is
likewise subject to the requirements of the BHC Act which imposes certain
limitations and restrictions on the degree to which Bancorporation may conduct
non-banking related activities and the extent to which Bancorporation may
engage in merger and acquisition activities. In addition to the provisions of
the BHC Act, state banking commissions serve in a supervisory and regulatory
capacity with respect to bank holding company activities.
Federal law regulates transactions among Bancorporation and its
affiliates, including the amount of banking affiliate's loans to, or
investment in, non-banking affiliates. In addition, various requirements and
restrictions under federal and state laws regulate the operations of
Bancorporation's banking affiliates, requiring the maintenance of reserves
against deposits, limiting the nature of loans and interest that may be
charged thereon, restricting investments and other activities, and subjecting
the banking affiliates to regulation and examination by the state banking
authorities and the FDIC.
There are various legal and regulatory limits on the extent to which
Bancorporation's subsidiary bank may pay dividends or otherwise supply funds
to Bancorporation. In addition, federal and state regulatory agencies also
have the authority to prevent a bank or bank holding company from paying a
dividend or engaging in any activity that, in the opinion of the agency, would
constitute an unsafe or unsound practice.
Under FRB policy, Bancorporation is expected to act as a source of
financial strength to, and commit resources to support, its subsidiary bank.
In addition, Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) provides that a depository institution insured by the FDIC can be
held liable for any loss incurred by, or reasonably expected to be incurred
by, the FDIC in connection with the default of a commonly controlled FDIC
insured depository institution. Under the Federal Deposit Insurance
Corporation Improvement Act of 1991 (FDICIA) federal banking regulators are
required to take prompt corrective action in respect of depository
institutions that do not meet minimum capital requirements. FDICIA generally
prohibits a depository institution from making any capital distribution or
paying management fees to its holding company if the depository institution
would thereafter be undercapitalized. In addition, undercapitalized
institutions will be subject to restrictions on borrowing from the Federal
Reserve System, to growth limitations and to obligations to submit capital
restoration plans. In order for a capital restoration to be acceptable, the
depository institution's parent holding company must guarantee the
institution's compliance with the capital restoration plan up to an amount not
exceeding 5% of the depository institution's total assets. Significantly
undercapitalized institutions are subject to greater restrictions, and
critically undercapitalized institutions are subject to appointment of a
receiver.
FDICIA also substantially revises the bank regulatory insurance coverage
and funding provisions of the Federal Deposit Insurance Act and makes
revisions to several other federal banking statues. FDICIA imposes
substantial new examination, audit and reporting requirements on insured
depository institutions. Under FDICIA, each federal banking agency must
prescribe standards for depository institutions and depository institution
holding companies relating to internal controls, information systems, internal
audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation, a maximum ratio of classified assets to
capital, minimum earnings sufficient to absorb losses, a minimum ratio of
market value to book value for publicly traded shares, and other standards as
the agency deems appropriate.
2
<PAGE>
PART 1 (CONTINUED)
Item 1. BUSINESS (CONTINUED)
The FDIC has adopted or currently proposes to adopt rules pursuant to
FDICIA that include: (a) real estate lending standards for banks, (b) revision
to the risk-based capital rules; (c) rules requiring depository institutions
to develop and implement internal procedures to evaluate and control credit
and settlement exposure to their correspondent banks; (d) a rule restricting
the ability of depository institutions that are not well capitalized from
accepting brokered deposits; (e) rules addressing various "safety and
soundness" issues, including operations and managerial standards for asset
quality, earnings and stock valuations, and compensation standards for the
officers, directors, employees and principal shareholders of the depository
institution; and (f) rules mandating enhanced financial reporting and audit
requirements.
Uncertainties surrounding the health and solvency of the banking and
thrift industries, as well as continued concerns relating to the viability of
the FDIC, will likely result in additional legislation aimed at banking
industry reform.
First-Citizens Bank and Trust Company of South Carolina
The Bank was organized as a state bank in 1964. Its predecessor, Anderson
Brothers Bank, was organized in 1936. As measured by deposits, the Bank is
the fourth largest commercial bank in South Carolina and has 114 offices
throughout South Carolina.
The Bank is an insured bank, and is supervised, examined and regulated by
the Federal Deposit Insurance Corporation and the South Carolina State Board
of Financial Institutions.
For the year ended December 31, 1994, approximately 64% of the revenues of
the Bank were derived from interest and fees on loans, 20% from income on
investment securities, .4% from income on temporary investments, .7% from
trust fees, 9% from service charges on deposit accounts and 6.2% from other
sources.
On June 3, 1994, the Bank purchased the assets and assumed the liabilities
of four South Carolina branches of Cooper River Federal Savings Association.
Further information concerning this transaction is contained in the section
entitled "Management's Discussion and Analysis" of the Registrant's 1994
Annual Report to Shareholders which is incorporated herein by reference.
Commercial Banking Services. The Bank provides a wide range of
traditional commercial banking and related financial services to customers
engaged in manufacturing, wholesaling, retailing, providing services, buying
and selling real estate, and agriculture; and to institutions and agencies of
state government. It makes commercial loans for various purposes, including
working capital, real estate financing, equipment financing and floor plan
loans for automobile dealers. As of December 31, 1994, commercial and real
estate loans accounted for approximately 71% of the Bank's total loans.
Interest and fees on commercial and real estate loans constituted 44% of the
Bank's operating revenues for the year ended December 31, 1994.
Consumer Services. The Bank provides a full range of consumer banking
services, including checking accounts, savings programs, installment lending
services, real estate loans, trust accounts, travelers' cheques and safe
deposit facilities through its branch offices in South Carolina. The Bank
provides automated teller machines in over 97 locations and participates in an
electronic transfer network which presently gives customers access to their
accounts through over 52,000 automated teller machines worldwide. The Bank
issues MasterCard and VISA cards. As of December 31, 1994, consumer loans
accounted for approximately 29% of the Bank's total loan portfolio. Interest
and fees for consumer loans and services contributed 20% of the Bank's
operating revenues for the year ended December 31, 1994.
Trust Services. Through its trust department, the Bank offers a full
range of trust services. To individuals, the services offered include acting
as executor and administrator of decedents' estates, trustee of various types
of trusts, guardian of estates of minors and incompetents, portfolio
management service, investment counseling and assistance in estate planning.
For corporations, offered services include acting as registrar, transfer
agent, dividend paying agent for stock issues, and as trustee for bond and
debenture issues and pension and profit sharing plans. Fees for trust
services contributed .7% of the Bank's operating revenues for the year ended
December 31, 1994.
3
<PAGE>
PART I (CONTINUED)
Item 1. BUSINESS (CONTINUED)
Statistical Data
Certain statistical disclosures for bank holding companies required by
Guide 3 are included in the section entitled "Management's Discussion and
Analysis" on pages 3 through 15 of the Registrant's 1994 Annual Report to
Shareholders which is incorporated herein by reference.
Non-Banking Subsidiaries
First Citizens Mortgage Corporation of South Carolina is engaged in the
business of originating, selling and servicing residential mortgage loans and
performing other incidental activities necessary to conduct a mortgage banking
business. As of December 31, 1994, First Citizens Mortgage Corporation of
South Carolina was servicing mortgage loans amounting to $480.3 million for
independent investors and $29.6 million for the Bank. Interest and fees
earned by First Citizens Mortgage Corporation of South Carolina constituted 1%
of Bancorporation's consolidated operating revenues for 1994.
Wateree Life Insurance Company issues credit life insurance on borrowers
from the Bank. All policies in excess of $30,000 and individual accident and
health policies are insured by another insurance company. The company had
earned premiums of $321,337 or .3% of Bancorporation's consolidated operating
revenues for the year ended December 31, 1994. Net income for the year ended
December 31, 1994 was $169,795, or 1% of Bancorporation's consolidated net
income. Total insurance in force amounted to $67,205,000 at December 31,
1994.
Wateree Agency, Inc. acts as agent for the sale of insurance to the Bank's
customers. Net income for the year ended December 31, 1994 was not material.
Employees of Bancorporation
Bancorporation has no salaried employees. As of December 31, 1994, the
Bank and its subsidiaries had 984 full-time equivalent employees.
Bancorporation and its subsidiaries are not parties to any collective
bargaining agreement and relations with employees are considered to be good.
Competition
Because South Carolina allows statewide branch banking, the Bank must
compete in local markets throughout the state with other depository
institutions. The Bank is subject to intense competition from various
financial institutions and other companies or firms that engage in similar
activities, both for local business in individual communities and for business
in the national market. The Bank competes for deposits with other commercial
banks, savings and loan associations, credit unions and with the issuers of
commercial paper and other securities, such as shares in money market funds.
In making loans, the Bank competes with other commercial banks, savings and
loan associations, consumer finance companies, credit unions, leasing
companies and other lenders. In addition, competition for personal and
corporate trust services is offered by insurance companies and other
businesses, and firms and individuals.
A factor which has also increased competition in the Bank's local markets
is reciprocal interstate banking legislation. South Carolina law allows bank
holding companies in 12 other Southeastern states and the District of Columbia
to acquire banks and bank holding companies in South Carolina, provided that
reciprocal legislation has been passed in such other state or district. As a
result, a number of large bank holding companies located in other states and
having consolidated resources greater than those of Bancorporation (among them
four of the largest in the Southeastern United States) have acquired banks
located in South Carolina with which the Bank competes in its local markets.
The Bank is the fourth largest bank in South Carolina in terms of assets, but
is the largest bank owned by a South Carolina based holding company.
During September 1994, Congress adopted new legislation which, one year
after enactment and subject to certain limitations, will permit adequately
capitalized and managed bank holding companies to acquire control of a bank in
any state (the "Interstate Banking Law"). Also, beginning June 1, 1997 and
subject to certain limitations, the Interstate Banking Law permits banks to
merge with one another across state lines. Each state can authorize mergers
earlier than that date and also can choose to permit out-of-state banks to
open branch offices within that state's borders. Alternatively, a state can
opt out of interstate branching by adopting legislation before June 1, 1997.
As of March 1995, South Carolina has not adopted any such legislation in
response to the Interstate Banking Law.
4
<PAGE>
PART I (CONTINUED)
Item 2. PROPERTIES
Bancorporation owns in fee simple 1 piece of property having a book value
at December 31, 1994 of $83,293. To the limited extent necessary, it occupies
space owned by the Bank. Bancorporation's and the Bank's principal office is
located at 1230 Main Street in Columbia, South Carolina.
The Bank owns in fee simple 132 properties having a book value at December
31, 1994 of $32,180,343 which are used for its main office, branch office
locations, associated parking lots for customers and employees, or housing
other operational units of the Bank. In addition, the Bank leases 31
properties, substantially all of which are used for branch office locations
and associated parking lots for customers and employees. All these leases are
for relatively long terms or include renewal options considered by management
of the Bank to be adequate. Rental expense paid for these properties in 1994
was approximately $378,000, which was offset by $570,000 in rental income.
The properties leased and owned are all generally considered adequate for
the Bank's purposes; however, there is a continuing program of modernization,
expansion, and the occasional replacement of facilities. Maintenance and
repairs are not significant items of expense in the Bank's operations. Items
of a capital nature are added to the property accounts, and, at such time as
they are retired or otherwise disposed of, the cost and accumulated
depreciation are removed from the related accounts and the resulting gains or
losses are reflected in income.
For information concerning Bancorporation's commitments under current
leasing arrangements, see Note 12 to Bancorporation's Consolidated Financial
Statements.
Item 3. LEGAL PROCEEDINGS
Neither Bancorporation nor its subsidiary, the Bank, nor its subsidiaries,
are a party to, nor is any of their property the subject of, any material or
other pending legal proceeding, other than ordinary routine proceedings
incidental to their business.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information required by this item is incorporated herein by reference
to the section entitled "Market and Dividend Information Regarding Common and
Preferred Stock" on the inside cover of the Registrant's 1994 Annual Report to
Shareholders.
Item 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by reference
to the section entitled "Financial Highlights" on Page 1 of the Registrant's
1994 Annual Report to Shareholders.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information required by this item is incorporated herein by reference
to the section entitled "Management's Discussion and Analysis" on pages 3
through 15 of the Registrant's 1994 Annual Report to Shareholders. The
statistical disclosures for bank holding companies required by Guide 3 are
included therein.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference
to the financial statements and supplementary data set forth on pages 16
through 30 of the Registrant's 1994 Annual Report to Shareholders.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
5
<PAGE>
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information under the captions "PROPOSAL 2: ELECTION OF DIRECTORS"
and "Executive Officers" on Pages 6 through 9 and Page 11 of Bancorporation's
definitive Proxy Statement dated March 24, 1995, is incorporated herein by
reference.
Item 11. EXECUTIVE COMPENSATION
The information under the captions "Directors' Fees", "Compensation
Committee Interlocks and Insider Participation", "Executive Compensation" and
"Pension Plan" on Pages 9 through 12 of Bancorporation's definitive Proxy
Statement dated March 24, 1995, is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the captions "PRINCIPAL HOLDERS OF VOTING
SECURITIES" and "OWNERSHIP OF SECURITIES BY MANAGEMENT" on Pages 2 through 6
of Bancorporation's definitive Proxy Statement dated March 24, 1995, is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information in Footnote (4) on Page 9 and under the captions
"Compensation Committee Interlocks and Insider Participation" and
"Transactions with Management" on Pages 10 and 13 of Bancorporation's
definitive Proxy Statement dated March 24, 1995, is incorporated herein by
reference.
6
<PAGE>
PART IV
Item 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements:
The following consolidated financial statements of First Citizens
Bancorporation of South Carolina, Inc. and subsidiary included in the
Registrant's 1994 Annual Report to Shareholders are incorporated by
reference in Item 8 from pages 16 through 30 of the Annual Report:
Report of Independent Accountants
Consolidated Balance Sheet
Consolidated Statement of Income
Consolidated Statement of Changes in Stockholder's Equity
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
All schedules are omitted as the required information is either
inapplicable or is presented in the consolidated financial statements of
the Registrant and its subsidiary or Notes thereto incorporated herein by
reference.
(3) The following exhibits are either attached hereto or incorporated by
reference:
3.1 Articles of Incorporation of Registrant as amended
3.3 Bylaws of Registrant as amended
10.1 Term Loan Agreement (incorporated herein by reference to Exhibit
10. in the Registrant's 1987 Annual Report on Form 10-K).
10.2* Retirement Agreement between T. E. Brogdon and the Bank
(incorporated herein by reference to Exhibit 10.2 in the Registrant's
1988 Annual Report on Form 10-K).
10.3* Employment Contract between E. Hite Miller, Sr. and the Bank
(incorporated herein by reference to Exhibit 10.3 in the Registrant's
1988 Annual Report on Form 10-K)
13. Registrant's 1994 Annual Report to Shareholders
21. Subsidiaries of Registrant (incorporated herein by reference to
Exhibit 22 in the Registrant's 1990 Annual Report on Form 10-K)
99.** Registrant's Definitive Proxy Statement for the Annual Meeting
dated March 24, 1995.*
*Denotes a management contract or compensatory plan or arrangement in
which an executive officer or director of Registrant participates.
**Pursuant to Rule 12b-23(a)(3), this exhibit is not being refiled.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three month period ended
December 31, 1994.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: March 3, 1995 FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
(Registrant)
By: /s/ Jay C. Case
Jay C. Case, Treasurer and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signatures Title Date
/s/ E. Hite Miller, Sr. Chairman and Director 02/13/95
E. Hite Miller, Sr.
/s/ Frank B. Holding Vice Chairman and 02/01/95
Frank B. Holding Director
/s/ Jim B. Apple President and Director 02/13/95
Jim B. Apple
/s/ Jay C. Case Treasurer and Chief 03/02/95
Jay C. Case Financial Officer
/s/ Richard W. Blackmon Director 02/10/95
Richard W. Blackmon
Director
George H. Broadrick
/s/ T. E. Brogdon Director 02/10/95
T. E. Brogdon
/s/ William M. Faulkner, Jr. Director 02/10/95
William M. Faulkner, Jr.
/s/ Laurens W. Floyd Director 02/10/95
Laurens W. Floyd
/s/ Charles S. Haltiwanger Director 02/09/95
Charles S. Haltiwanger
/s/ William E. Hancock, III Director 02/09/95
William E. Hancock, III
/s/ T. J. Harrelson Director 02/09/95
T. J. Harrelson
/s/ Robert B. Haynes Director 02/09/95
Robert B. Haynes
8
<PAGE>
Signatures Title Date
/s/ Wycliffe E. Haynes Director 02/08/95
Wycliffe E. Haynes
/s/ Albert R. Heyward, II Director 02/09/95
Albert R. Heyward, II
Director
Carmen P. Holding
/s/ Dan H. Jordan Director 02/10/95
Dan H. Jordan
Director
Thomas W. Lane
/s/ Russell A. McCoy, Jr. Director 02/09/95
Russell A. McCoy, Jr.
/s/ N. Welch Morrisette, Jr. Director 02/09/95
N. Welch Morrisette, Jr.
/s/ E. Perry Palmer Director 02/09/95
E. Perry Palmer
/s/ Dr. J. William Pitts, Sr. Director 02/09/95
Dr. J. William Pitts, Sr.
/s/ Bruce L. Plyler Director 02/10/95
Bruce L. Plyler
/s/ Lloyd H. Rowell Director 02/10/95
Lloyd H. Rowell
Director
William E. Sellers
/s/ Henry F. Sherrill Director 02/09/95
Henry F. Sherrill
/s/ Jack S. Stanley Director 02/10/95
Jack S. Stanley
9
<PAGE>
FORM 10-K
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number
in
Sequential
Exhibit Number Exhibit Numbering System
<S> <C> <C>
3.1 Articles of Incorporation of Registrant
as amended 11 through 17
3.3 Bylaws of Registrant as amended 18 through 26
10.1 Term Loan Agreement between
(incorporated herein by reference to
Exhibit 10. of the Registrant's 1987
Annual Report on Form 10-K)
10.2 Retirement Agreement between T. E. Brogdon
and the Bank (incorporated herein by reference
to Exhibit 10.2 of the Registrant's 1988 Annual
Report on Form 10-K)
10.3 Employment Contract between E. Hite Miller, Sr.
and the Bank (incorporated herein by reference
to Exhibit 10.3 of the Registrant's 1988 Annual
Report on Form 10-K)
13. Registrant's 1994 Annual Report to Shareholders 27 through 66
22. Subsidiaries of Registrant (incorporated herein by
reference to Exhibit 22 of the Registrant's
1990 Annual Report on Form 10-K)
28. Registrant's Definitive Proxy Statement for
the Annual Meeting dated March 24, 1995*
*Pursuant to Rule 12b-23(a) (3), this exhibit is
not being filed.
</TABLE>
10
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
The undersigned incorporates, each being more than eighteen years of age
and desiring to form a corporation under the laws of the State of South
Carolina, declare that:
1. The name of the proposed corporation is First Citizens
Bancorporation of South Carolina, Inc.
2. The initial registered office of the corporation is 1230 Main Street
located in the City of Columbia, County of Richland, and the State of
South Carolina; and the name of its initial registered agent at such
address is R. W. Braswell.
3. The period of duration of the corporation shall be perpetual.
NOTE: PARAGRAPHS 4. THROUGH 5.e. BELOW WERE CHANGED 12/28/84 AND
PARAGRAPHS 4. AND 5.e. WERE LATER CHANGED ON APRIL 28. 1993. THESE
CHANGES ARE INCLUDED AT THE END OF THIS DOCUMENT.
4. The corporation is authorized to issue 936,704 shares of common
stock (par value $5.00 each); 77,045 shares of preferred stock,
consisting of 10,000 shares of Series A Cumulative Preferred Stock
(par value $50.00 each); 15,000 shares of Series "B" Cumulative
Preferred Stock (par value $50.00 each); 8,077 shares of Series "C"
Cumulative Preferred Stock (par value $20.00 each); 8,000 shares of
Series "D" Cumulative Preferred Stock (par value $50.00 each); and
35,968 shares of Series "F" Cumulative Preferred Stock (par value $50.00
each).
5. The relative rights, preferences and limitations of such classes and
of the several series into which the preferred stock is divided are as
follows:
a. Common
Holders of common shares shall have one vote for each share on all
matters on which shareholders are entitled to vote. They shall have no
preemptive rights to buy or acquire from the corporation any shares of
the corporation, or any options or rights to purchase such shares.
Their rights in respect of dividends and liquidation are subject to the
rights and preferences of the holders of preferred shares as herein set
forth.
b. Preferred
(i) Series "A" Cumulative Preferred Stock - Holders of Series "A"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time on or after
July 1, 1984, upon twenty days written notice, redeem for cash all or
any part (by lot if in part) of the then outstanding Series "A" shares
at the rate of $50.00 per share, plus accrued and unpaid dividends.
(ii) Series "B" Cumulative Preferred Stock - Holders of Series "B"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time, upon twenty
days written notice, redeem for cash all or any part (by lot if in part)
of the then outstanding Series "B" shares at the rate of $50.00 per
share, plus accrued and unpaid dividends.
<PAGE>
(iii) Series "C" Cumulative Preferred Stock - Holders of Series "C"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends (the "regular dividend") at the rate of $2.00 per share
annually, payable quarterly. In addition to such regular dividends,
holders of Series "C" shares are entitled to be paid when declared by
the Board of Directors, a special dividend (the "special dividend") in
December of each year in which the regular dividend per share paid on
Series "C" shares is less than twice the amount per share paid by the
corporation on its common shares. The special dividend shall be that
amount per share which equals the difference between the regular
dividend paid per share on the Series "C" shares during such year and
twice the amount of cash dividends per share paid on the common stock
during such year. Upon any increase in the number of common shares
outstanding as a result of a stock split or stock dividend, the amount
of the special dividend shall be adjusted to the extent necessary to
avoid dilution of rights of holders of Series "C" shares to such
dividend. The corporation may, at its option, at any time, upon twenty
days written notice, redeem for cash all or any part (by lot if in part)
of the then outstanding shares of Series "C" at the rate of $100.00 per
share, plus accrued and unpaid dividends.
(iv) Series "D" Cumulative Preferred Stock - Holders of Series "D"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time on or after
February 1, 1985, upon twenty days written notice, redeem for cash all
or any part (by lot if in part) of the then outstanding shares of Series
D at the rate of $100 per share, plus accrued and unpaid dividends.
(v) Series "F" Cumulative Stock - Holders of Series "F" shares are
entitled to be paid, when declared by the Board of Directors, cash
dividends at the rate of $2.50 per share annually, payable quarterly.
The corporation may, at its option, at any time upon twenty days written
notice, redeem for cash all or any part (by lot if in part) of the then
outstanding shares of Series "F" at the rate of $50.00 per share, plus
accrued and unpaid dividends.
c. Before any dividend shall be declared or paid in respect of the
Common Stock, the holders of Preferred Stock, without preference or
priority as between series, shall be entitled, when declared by the
Board of Directors, to receive dividends at the rates hereinabove set
forth. Such preference as to dividends shall be cumulative.<PAGE>
d. In the event of any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, before any amount shall
be paid in respect of the Common Stock, the holders of Preferred Stock,
without preference or priority as between series, shall be entitled to
receive from assets available for distribution to shareholders for each
such share held an amount equal to the par value thereof and to all
dividends accrued but unpaid as of the date of liquidation.
e. Holders of preferred shares of each series of preferred stock
shall have one vote for each share on all matters on which shareholders
are entitled to vote. Neither holders of common shares nor holders of
preferred shares shall have any right to vote as a class except in such
cases as class voting may be required by law. There shall be no right
of cumulative voting in the election of directors.
5. The total amount of authorized capital stock is $8,293,460.00.
6. The existence of the corporation shall begin as of the filing date
with the Secretary of State.
<PAGE>
7. The number of directors constituting the initial board of directors
of the corporation is seven, and the name and address of the persons who
are to serve as directors until the first annual meeting of shareholders
or until their successors are elected and qualify are:
Name Address
Frank B. Holding 519 Rosewood Drive
Smithfield, North Carolina 27577
Paul D. Sloan 500 S. Fourteenth Avenue
Dillon, South Carolina 29536
J. Bonner Baxter 747 Cross Hill Road
Columbia, South Carolina 29205
William E. Sellars 4721 Lockewood Lane
Columbia, South Carolina 29206
Henry F. Sherrill 1718 Rosyln Drive
Columbia, South Carolina 29206
C. M. Tucker, Jr. 610 North Pearl Street
Pageland, South Carolina 29728
J. William Wakefield, Jr. 1425 Thornwood Drive
Spartanburg, South Carolina 29302
8. The purpose for which the corporation is organized are: to engage
in business as a one-bank holding company or as a multi-bank holding
company; to buy, sell and lease, develop and deal in real property and
personal property of every type and kind; to conduct manufacturing and
mining operations of every type and kind; to engage in the business of
providing services of all types; and to engage in such other lawful
types of business as the board of directors of the corporation may, from
time to time, deem advisable.
9. The name and address of each incorporator is:
Name Address
R. W. Braswell Route 1, Box 216
Chapin, South Carolina 29036
Marie M. Savage 240 Jamil Road
Columbia, South Carolina 29210
Dated: August 9, 1982
STATE OF SOUTH CAROLINA ) COUNTY OF RICHLAND )
The undersigned R. W. Braswell and Marie M. Savage do hereby certify
that they are the incorporators of First Citizens Bancorporation of
South Carolina, Inc. and are authorized to execute this verification;
that each of the undersigned for himself does hereby further certify
that he has read the foregoing document, understands the meaning and
purport of the statements therein contained and the same are true to the
best of his information and belief.
R. W. Braswell Marie M. Savage
NOTE: PARAGRAPHS 9.1 AND 9.2 WERE ADDED APRIL 5, 1989 AND ARE INCLUDED
AT THE END OF THIS DOCUMENT.
10. I, the undersigned, an attorney licensed to practice in the State
of South Carolina, certify that the corporation, to whose articles of
incorporation this certificate is attached, has complied with the
requirements of chapter 7 of Title 33 of the South Carolina code of
1976, relating to the organization of corporations, and that in my
opinion, the corporation is organized for a lawful purpose.
A. L. Moses
Lumpkin & Sherrill
Post Office Drawer 447, 1340 Bull Street
Columbia, South Carolina 29202
Dated: August 9, 1982
<PAGE>
AMENDMENTS TO ARTICLES OF INCORPORATION
The following are true and correct copies of changes to the Articles of
Incorporation of First citizens Bancorporation of South Carolina, Inc.
which were duly authorized by the Shareholders, under Articles of Merger
between First Citizens Bancorporation of South Carolina, Inc. and Twin
States Financial Corporation, at a shareholders meeting held on December
28, 1984. The changes involved paragraphs 4 and 5 which now read:
"4. The corporation is authorized to issue 2,000,000 shares of Common
Stock having a par value of $5.00 each; 1,000,000 shares of Non-Voting
Common Stock having a par value of $5.00 each; 68,968 shares of
preferred stock having a par value of $50.00 each, and consisting of
10,000 shares of Series "A" Cumulative Preferred Stock, 15,000 shares of
Series "B" Cumulative Preferred Stock, 8,000 shares of Series "D"
Cumulative Preferred Stock, and 35,968 shares of Series "F" Cumulative
Preferred Stock; 8,077 shares of preferred stock having a par value of
$20.00 each and consisting of 8,077 shares of Series "C" Cumulative
Preferred Stock; and 500,000 shares of preferred stock without par
value, designated as No-Par Preferred Stock and consisting of 590 shares
of Series "E" Cumulative Preferred Stock, 11,659 shares of Series "G"
Cumulative Preferred Stock, and 487,751 shares of such No-Par Cumulative
Preferred Stock not presently established as one or more series. The
board of directors of the corporation shall have the authority to
establish from such No Par shares one or more series and to fix and
determine the relative rights and preferences of the shares of any
series so established.
5. The relative rights, preferences and limitations of such classes and
of the several series into which the preferred stock is divided are as
follows:
a. Common Stock
Holders of shares of Common Stock shall have one vote for each share
on all matters on which shareholders are entitled to vote and may vote
cumulatively for the election of the corporation's directors. They
shall have no preemptive rights to buy or acquire from the corporation
any shares of the corporation, or any options or rights to purchase such
shares. Their rights in respect of dividends and liquidation are
subject to the rights and preferences of the holders of preferred shares
as herein set forth.
Holders of shares of Non-Voting Common Stock shall have no right to
vote on any matter on which shareholders are entitled to vote except in
such instances as South Carolina law may require that they vote as a
class, in which event holders of such shares shall have one vote for
each share. In all other respects, holders of Non-Voting Common Stock
shall have the same rights, privileges and limitations (including lack
of preemptive rights) that holders of Common Stock have.
b. Preferred
(i) Series "A" Cumulative Preferred Stock - Holders of Series "A"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time upon twenty
days written notice, redeem for cash all or any part (by lot if in part)
of the then outstanding Series "A" shares at the rate of $50.00 per
share, plus accrued and unpaid dividends.
<PAGE>
(ii) Series "B" Cumulative Preferred Stock - Holders of Series "B"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time, upon twenty
days written notice, redeem for cash all or any part (by lot if in part)
of the then outstanding Series "B" shares at the rate of $50.00 per
share, plus accrued and unpaid dividends.
(iii) Series "D" Cumulative Preferred Stock - Holders of Series "D"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time on or after
February 1, 1985, upon twenty days written notice, redeem for cash all
or any part (by lot if in part) of the then outstanding shares of Series
"D" at the rate of $100 per share, plus accrued and unpaid dividends.<PAGE>
(iv) Series "E" Cumulative Preferred Stock - Holders of Series "E"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $10.00 per share annually, payable semi-
annually. The corporation may, at its option, at any time upon twenty
days written notice, call for redemption in cash all or any part (by lot
if in part) of the then outstanding shares of Series "E" at the rate of
$200.00 per share, plus accrued and unpaid dividends.
(v) Series "F" Cumulative Preferred Stock - Holders of Series "F"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time upon twenty
days written notice, redeem for cash all or any part (by lot if in part)
of the then outstanding shares of Series "F" at the rate of $50.00 per
share, plus accrued and unpaid dividends.
(vi) "C" Cumulative Preferred Stock - Holders of Series "C" shares
are entitled to be paid, when declared by the Board of Directors, cash
dividends (the "regular dividend") at the rate of $2.00 per share
annually, payable quarterly. In addition to such regular dividends,
holders of Class "C" shares are entitled to be paid when declared by the
Board of Directors, a special dividend (the "special dividend") in
December of each year in which the regular dividend per share paid on
Class "C" shares is less than twice the amount per share paid by the
corporation on its common shares. The special dividend shall be that
amount per share which equals the difference between the regular
dividend paid per share on the Class "C" shares during such year and
twice the amount of cash dividends per share paid on the common stock
during such year. Upon any increase in the number of common shares
outstanding as a result of a stock split or stock dividend, the amount
of the special dividend shall be adjusted to the extent necessary to
avoid dilution of rights of holders of Class "C" shares to such
dividend. The corporation may, at its option, at any time, upon twenty
days written notice, redeem for cash all or any part (by lot if in part)
of the then outstanding shares of Class "C" at the rate of $100.00 per
share, plus accrued and unpaid dividends.
(vii) Series "G" Cumulative Preferred Stock - Holders of Series "G"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time after
January 1, 1990, upon twenty days written notice, redeem for cash all or
any part (by lot if in part) of the then outstanding shares of Series
"G" at the rate of $50.00 per share, plus accrued and unpaid dividends.
<PAGE>
c. Before any dividend shall be declared or paid in respect of the
Common Stock, or the Non-Voting Common Stock the holders of preferred
stock, without preference or priority as between classes or series,
shall be entitled, when declared by the Board of Directors, to receive
dividends at the rates hereinabove set forth. Such preference as to
dividends shall be cumulative.
d. In the event of any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, before any amount shall
be paid in respect of the Common Stock, or the Non-Voting Common Stock
the holders of preferred stock, without preference or priority as
between class or series, shall be entitled to receive from assets
available for distribution to shareholders all dividends accrued but
unpaid as of the date of liquidation and for each such share having a
par value an amount equal to the par value thereof and for each share of
Series G, the sum of $50.00, and for each share of Series E the sum of
$200.00.
e. Holders of shares of Series "A", "B", "C", "D", "F" and "G" stock
shall have one vote for each share on all matters on which shareholders
are entitled to vote, and may vote cumulatively for the election of the
corporation s directors. Holders of shares of Series "E" stock shall
have no right to vote on any matter on which shareholders are entitled
to vote, except as required by law and except that if at any time the
dividend is in arrears on such series, the holders thereof may, in the
election of the directors, cast one vote per share. Neither holders of
common shares nor holders of preferred shares shall have any right to
vote as a class except in such cases as class voting may be required by
law."
E. W. Wells, Secretary
The following are true and correct copies of changes to the Articles of
Incorporation of First Citizens Bancorporation of South Carolina, Inc.
which were duly authorized by the shareholders at a shareholders meeting
held on April 5, 1989. The changes involved additions of paragraphs 9.1
and 9.2 which read:
"9.1 Pursuant to Section 35-2-221 of the South Carolina Code, as
amended, the provisions of Sections 35-2-201 through 35-2-226 of the
1976 South Carolina Code, enacted as part of Section 8 of Act 444 of
1988 (R.490) shall not apply to this corporation.
9.2 A director of the corporation shall not be personally liable for
monetary damages for breach of fiduciary duty as a director, except for:
(i) act of omissions not in good faith or which involve gross
negligence, intentional misconduct, or a knowing violation of law; (ii)
any breach of the director's duty of loyalty to the corporation or its
stockholders; (iii) any transaction from which the director derived an
improper personal benefit; or (iv) liability for unlawful distributions
imposed under Section 33-8-330 of the 1976 South Carolina Code, as
amended."
E. W. Wells, Corporate Secretary<PAGE>
<PAGE>
On April 28, 1993, the corporation adopted the following Amendment(s) to
its Articles of Incorporation:
Resolved, that Paragraph 4 of the Articles of Incorporation of the
Corporation is hereby amended to read as follows:
"4. The corporation is authorized to issue 2,000,000 shares of Common
Stock having a par value of $5.00 each; 1,000,000 shares of Non-Voting
Common Stock having a par value of $5.00 each; 68,968 shares of
preferred stock having a par value of $50.00 each, and consisting of
10,000 shares of Series "A" Cumulative Preferred Stock, 15,000 shares of
Series "B" Cumulative Preferred Stock, 8,000 shares of Series "D"
Cumulative Preferred Stock, and 35,968 shares of Series "F" Cumulative
Preferred Stock; 8,077 shares of preferred stock having a par value of
$20.00 each and consisting of 8,077 shares of Series "C" Cumulative
Preferred Stock; and 5,000,000 shares of preferred stock without par
value, designated as No-Par Preferred Stock and consisting of 590 shares
of Series "E" Cumulative Preferred Stock, 11,659 shares of Series "G"
Cumulative Preferred Stock, and 4,987,751 shares of such No-Par
Cumulative Preferred Stock not presently established as one or more
series. The board of directors of the corporation shall have the
authority to establish from such No Par shares one or more series and to
fix and determine the relative rights and preferences of the shares of
any series so established."
Resolved, that Paragraph 5 of the Articles of Incorporation of the
Corporation is hereby amended to add sub-paragraph "e" thereto, which
shall read as follows:
"5. e. The corporation elects not to have preemptive rights with
respect to any class or series of its shares."<PAGE>
EXHIBIT 3.3
BY-LAWS OF
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
ARTICLE I - OFFICES
1. Principal office. The principal office of the corporation shall be
located in Columbia, South Carolina.
2. Other offices. The corporation may have offices at such other places,
either within or without the State of South Carolina, as the Board of
Directors may from time to time determine, or as the business of the
corporation may require.
ARTICLE II - MEETINGS OF SHAREHOLDERS
1. Place of meetings. All meetings of the shareholders shall be held at the
principal office of the corporation, or at such other place, either within or
without the State of South Carolina, as shall be designated in the notice of
the meeting.
NOTE: PARAGRAPH 2 BELOW WAS CHANGED ON MARCH 3, 1993, AND THE CHANGES ARE
INCLUDED AT THE END OF THIS DOCUMENT.
2. Annual Meeting. An annual meeting of shareholders shall be held on the
first Wednesday in April of each year, if not a legal holiday, but if a legal
holiday, then on the next ensuing day not a legal holiday, for the purpose of
electing directors of the corporation and for the transaction of such other
business as may be properly brought before the meeting.
3. Substitute annual meetings. If the annual meeting be not held on the date
herein specified or within thirty (30) days thereafter, a substitute annual
meeting may be called in the manner provided in Section 4 of this Article.
Such substitute meeting shall for all purposes be deemed to be and treated as
the annual meeting.
4. Special meetings. Special meetings may be called at any time by any one
of the following: (1) the President; (b) the Chairman of the Board of
Directors; (c) a majority of the Board of Directors; or (d) the holders of not
less than ten (10%) percent of the shares entitled to vote at the meeting.
5. Notice of meetings. Written or printed notice stating the time and place
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor
more than fifty (50) days before the date thereof, either personally or by
mail, by or at the direction of the President, the Secretary, or the officer
or persons calling the meeting, to each shareholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited with postage prepaid in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation.
In the case of an annual or substitute annual meeting, the notice
thereof need not specifically state the business to be transacted thereat
unless it is a matter, other than election of directors, on which a vote of
shareholders is expressly required by the provisions of the South Carolina
Business Corporation Act.
When a meeting is adjourned for thirty (30) days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. When
a meeting is adjourned for less than thirty (30) days, notice of the adjourned
meeting need not be given if the time and place of the adjournment are
announced at the meeting at which the adjournment is taken.
<PAGE>
6. Quorum. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at meetings of
shareholders. If there is no quorum at the opening of a meeting of
shareholders, such meeting may be adjourned from time to time by a vote of
majority of the shares voting on the motion to adjourn. At any adjourned
meeting at which a quorum is present, any business may be transacted which
might have been transacted at the original meeting.
The shareholders at a meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
7. Voting of shares. The vote of a majority of the shares voted on any
matter at a meeting of shareholders at which a quorum is present shall be the
act of the shareholders on that matter, unless the vote of a greater number is
required by law or by the Articles of Incorporation of the corporation.
Voting on all matters shall be by voice vote or by show of hands unless the
holders of one-tenth of the shares represented at the meeting shall, prior to
the voting on any matter, demand a ballot vote on that particular matter.
8. Informal or irregular action by shareholders. Action taken at any meeting
of shareholders, however called and with whatever notice, if any, shall be
deemed action of the shareholders taken at a meeting duly called and held on
proper notice if: (a) all shareholders entitled to vote at the meeting are
present in person or by proxy, and no shareholder objects to holding the
meeting; or (b) a quorum is present either in person or by proxy, no one
present objects to holding the meeting, and each absent person entitled to
vote at the meeting signs, either before or after the meeting, a written
waiver of notice, or consent to the holding of the meeting, or approval of the
action taken as shown by the minutes thereof.
Any action which may be taken at a meeting of shareholders may be taken
without a meeting if a written consent, setting forth the action so taken, is
signed by the holders of all outstanding shares entitled to vote on such
action, or their attorneys-in-fact or a proxy holder thereof, and is filed
with the Secretary of the corporation as part of the corporation records.
ARTICLE III - DIRECTORS
1. General powers. The business and affairs of the corporation shall be
managed under the direction of the Board of Directors.
NOTE: PARAGRAPH 2 BELOW WAS CHANGED ON APRIL 28, 1993, AND THE CHANGES ARE
INCLUDED AT THE END OF THIS DOCUMENT.
2. Number, term and qualifications. The number of the directors of the
corporation shall not be less than seven (7) nor more than thirty-four (34).
Each director shall hold office until the expiration of the term for which he
is elected, and until his successor shall have been elected and qualify. At
each annual meeting the shareholders shall, within the limits herein set
forth, fix the number of directors which will constitute the Board of
Directors for the ensuing year. The Board of Directors may, at any time, if
fixed at fewer than the maximum number, provide for the addition of one or
more directors, but not exceeding such maximum number and the vacancies so
created may be filled by majority vote of the Board of Directors. Directors
so elected shall serve until the next annual meeting of shareholders and until
their successors are elected and quality.
3. Election of directors. Except as provided in Section 5 of this Article,
the directors shall be elected at the annual meeting of shareholders; and
those persons who receive the highest number of votes shall be deemed to have
been elected. If any shareholder so demands, election of directors shall be
by ballot.
<PAGE>
4. Removal. Any or all directors may be removed, with or without cause, by a
vote of the holders of a majority of the shares then entitled to vote at an
election of directors, subject to the provisions of the South Carolina
Business Corporation Act pertaining to removal of directors.
5. Vacancies. Any vacancy occurring in the Board of Directors may be filled
by a majority of the remaining directors, even though less than a quorum, or
by the sole remaining director; Directors so elected shall serve until the
next annual meeting of shareholders and until their successors are elected and
qualify.
NOTE: PARAGRAPH 6 BELOW WAS CHANGED ON JANUARY 22, 1987 AND LATER ON JANUARY
26, 1994 AND THE CHANGES ARE INCLUDED AT THE END OF THIS DOCUMENT.
6. Chairman. There may be a Chairman of the Board of Directors elected by
the directors from among their number at any meeting of the Board. The
Chairman shall preside at all meetings of the Board of Directors and shall
perform such other duties as may be directed by the Board.
There may be a Co-Chairman of the Board of Directors elected by the directors
from among their members at any meeting of the Board. The Co-Chairman, in the
absence of the Chairman, shall perform the duties of the Chairman, and perform
such other duties as may be directed by the Board.
7. Compensation. The Board of Directors may compensate directors for their
services as such and may provide for the payment of all expenses incurred by
directors in attending regular and special meetings of the Board.
8. Executive Committee. The Board of Directors may, by a resolution of the
full Board, designate from among its members an Executive Committee and other
committees, each consisting of one or more directors, and may delegate to such
committee or committees all the authority of the Board of Directors except
such authority as is expressly denied a committee by the South Carolina
Business Corporation Act.
ARTICLE IV - MEETINGS OF DIRECTORS
1. Regular Meetings. The annual meeting of the Board of Directors shall be
held immediately after, and at the same place as the annual meeting of
shareholders. In addition, the Board of Directors may provide, by resolution,
the time and place, either within or without the State of South Carolina, for
the holding of additional regular meetings.
2. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President or a majority of the
directors. Such meetings shall be held either within or without the State of
South Carolina.
3. Notice of Meetings. Regular meetings of the Board of Directors may be
held without notice.
Special meetings of the Board of Directors shall be held upon at least two (2)
days notice by any usual means of communication. The purpose of such meeting
need not be specified in the notice.
Except as otherwise expressly provided by the South Carolina Business
Corporation Act, neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice.
4. Quorum. A majority of the total number of directors then in office shall
constitute a quorum for the transaction of business, unless the vote of a
greater proportion is required by the South Carolina Business Corporation Act.
<PAGE>
Except as otherwise provided in this section or Section 8 of Article III of
these By-Laws, the vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
5. Informal or irregular action by Directors. Action taken by a majority of
the directors or members of a committee without a meeting shall be valid if
written consent to the action taken is executed, either before or after the
action so taken, by all the directors or committee members and is filed with
the minutes of the proceedings of the Board or Committee.
NOTE: ARTICLE V BELOW WAS CHANGED ON JANUARY 26, 1994 AND THE CHANGES ARE
INCLUDED AT THE END OF THIS DOCUMENT.
ARTICLE V - OFFICERS
1. Number. The officers of the corporation shall consist of a President, a
Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries,
Assistant Treasurers and other officers as the Board of Directors may from
time to time elect. Any two or more offices may be held by the same person,
except the offices of President and Secretary.
2. Election and term. The officers of the corporation shall be elected by
the Board of Directors at its annual meeting, and such officer shall hold his
office for one year and until his successor shall be elected and qualify, or
until his earlier death, resignation, retirement, removal or disqualification.
Any vacancy, however occurring, in any office may be filled by the Board of
Directors at any regular or special meeting of the Board; and the Board may,
at any regular or special meeting of the Board, elect a person to an office
created in the interim between annual meetings of the Board.
3. Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board whenever in its judgment the best
interests of the corporation will be served thereby.
4. Compensation. The compensation of all officers of the corporation shall
be fixed by the Board of Directors.
5. President. The President shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors, shall
supervise and control the management of the corporation according to these By-
Laws.
The President shall sign, with any other proper officer, any deeds, mortgages,
bonds, contracts or other instruments which may lawfully be executed on behalf
of the corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall
be delegated by the Board of Directors to some other officer or agent; and, in
general, he shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors from time to
time.
6. Vice President. The Vice Presidents in the order of their election,
unless otherwise determined by the Board of Directors, shall, in the absence
or disability of the President, perform the duties and exercise the powers of
that office. In addition, they shall perform such other duties and shall have
such other powers as the Board of Directors shall prescribe.
<PAGE>
7. Secretary. The Secretary shall keep accurate records of the acts and
proceedings of all meetings of shareholders and directors. He shall give all
notices required by the law and by these By-Laws. He shall have general
charge of the corporate records and books and of the corporate seal, and he
shall affix the corporate seal to any lawfully executed instruments requiring
it. He shall have general charge of the stock transfer books of the
corporation and shall keep, at the registered or principal office of the
corporation, a record of shareholders showing the name and address of each
shareholder and the number and class of the shares held by each, and the date
or dates when each respectively became the owner of record of such shares or
cause the same to be kept at the office of the corporation's transfer agent
or registrar. He shall sign such instruments as may require his signature,
and, in general, shall perform all duties as may be assigned to him from time
to time by the Board of Directors.
8. Treasurer. The Treasurer shall have custody of all funds and securities
belonging to the corporation and shall receive, deposit or disburse the same
under the direction of the Board of Directors. He shall keep full and
accurate accounts of the finances of the corporation in books especially
provided for that purpose; and shall cause a true statement of the assets and
liabilities as of the close of each fiscal year and of the results of its
operations and of changes in surplus for such fiscal year, all in reasonable
detail, including particulars as to convertible securities then outstanding,
to be made and filed in the registered office of the corporation within five
(5) months after the end of such fiscal year. The statement so filed shall be
kept available for inspection by any shareholders for a period of ten years;
and the Treasurer shall mail or otherwise deliver a copy of the latest such
statement to any shareholder upon his written request thereof. The Treasurer
shall, in general, perform all duties incident to his office and such other
duties as may be assigned to him from time to time by the President or by the
Board of Directors.
9. Assistant Secretaries and Treasurers. The Assistant Secretaries and
Assistant Treasurers shall, in the absence or disability of the Secretary or
the Treasurer, respectively, perform the duties and exercise the powers of
those offices and shall, in general, perform such other duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.
10. Bonds. The Board of Directors may, by resolution, require any or all
officers, agents or employees of the corporation to give bond in such sum and
with such sureties as the resolution may specify for the faithful discharge of
their duties; and to comply with such other conditions as may from time to
time be required by the Board.
ARTICLE VI - CONTRACTS, CHECKS AND DEPOSITS
1. Contracts. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument on behalf of the corporation, and such authority may be general or
confined to specific instances.
2. Checks and Drafts. All checks, drafts or other orders for the payment of
money issued in the name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.
3. Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such
depositories as the Board of Directors shall direct.
<PAGE>
ARTICLE VII - CERTIFICATES FOR SHARES AND TRANSFER THEREOF
1. Certificates for shares. Certificates representing shares of the
corporation shall be issued, in such form as the Board of Directors shall
determine, to every shareholder for the fully paid shares owned by him, by
law. These certificates shall be signed by the President or any Vice
President, and the Secretary or any Assistant Secretary and may be sealed with
the seal of the corporation or a facsimile thereof. They shall be
consecutively numbered or otherwise identified; and the name and address of
the persons to whom they are issued, with the number of shares and date
issued, shall be entered on the stock transfer books of the corporation.
2. Transfer of shares. Transfer of shares shall be made on the stock
transfer books of the corporation only upon surrender of the certificates for
the shares sought to be transferred by the record holder thereof or by his
duly authorized agent, transferee or legal representative. All certificates
surrendered for transfer shall be canceled before new certificates for the
transferred shares shall be issued.
3. Closing transfer books and fixing record date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of a
dividend or other distribution, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may fix in
advance a record date for any such determination of shareholders. Such date
shall not in any case be more than fifty (50) days and, in case of a meeting
of shareholders, not less than ten (10) full days prior to the date on which
the particular action, requiring such determination of shareholders, is to be
taken.
In lieu of fixing a record date as hereinabove provided, the Board of
Directors may order the stock transfer books to be closed for a stated period.
Such shall not in any case exceed fifty (50) days and, in case of a meeting of
shareholders, the books shall be closed for at least ten (10) full days
immediately preceding the date of such meeting.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed, or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders.
4. Lost Certificates. A shareholder whose certificate has been lost or
destroyed may have it replaced upon complying with the requirements of the
Uniform Commercial Code in effect in South Carolina.
ARTICLE VIII - GENERAL PROVISIONS
1. Dividends. The Board of Directors may, from time to time declare, and the
corporation may pay dividends on its outstanding shares in cash or property
(including its own shares or those of other corporations) subject to
limitations and restrictions imposed by law or continued in the Articles of
Incorporation.
2. Waiver of Notice. Whenever any notice is required to be given to any
shareholder or director under the provisions of the South Carolina Business
Corporation Act or under the provisions of the Articles of Incorporation or
By-Laws of the corporation, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the date of the
meeting or other event requiring notice, shall be equivalent to the giving of
such notice.
<PAGE>
3. Fiscal Year. Unless otherwise ordered by the Board of Directors, the
fiscal year of the corporation shall commence on January 1 and end on December
31.
4. Amendments. The Board of Directors may adopt, amend, or repeal these By-
Laws or adopt new By-Laws, subject to the right of shareholders to alter,
amend, repeal By-Laws or adopt new By-Laws in accordance with applicable
provisions of the South Carolina Business Corporation Act. Any such action
taken by directors shall require the vote of a majority of directors then in
office; and any such action taken by shareholders shall require the vote of a
majority of all shares entitled to elect directors.
Any notice of a meeting of shareholders or of directors at which By-Laws are
to be adopted, amended, or repealed shall include notice of such proposed
action.
Adopted as and for the By-Laws of First Citizens Bancorporation of South
Carolina, Inc. as of August 26, 1982.
J. Bonner Baxter, President
Marie M. Savage
AMENDMENTS TO BY-LAWS:
ARTICLE II
Section 2. Annual Meeting. An annual meeting of shareholders shall be held
in April of each year on a date to be set annually by the board of Directors
for the purpose of electing directors of the corporation and for the
transactions of such other business as may be properly before the meeting.
Duly amended March 3, 1993
E. Hite Miller, Sr., President
E. W. Wells, Senior Vice President/Secretary
ARTICLE III
Section 2. Number, term and qualifications. The number of the directors of
the corporation shall not be less than seven (7) nor more than twenty-eight
(28). Each director shall hold office until the expiration of the term for
which he is elected, and until his successor shall have been elected and
qualify. At each annual meeting the shareholders shall, within the limits
herein set forth, fix the number of directors which will constitute the Board
of Directors for the ensuing year. The Board of Directors may, at any time,
if fixed at fewer than the maximum number, provide for the addition of one or
more directors, but not exceeding such maximum number and the vacancies so
created may be filled by majority vote of the Board of Directors. Directors
so elected shall serve until the next annual meeting of shareholders and until
their successors are elected and quality. No person who has attained the age
of seventy-five (75) years shall be eligible for election or re-election as a
director; provided however, such condition of eligibility shall not apply to
any person who was a director of the corporation on January 1, 1993.
Duly Amended April 28, 1993
E. Hite Miller, Sr., President
E. W. Wells, Senior Vice President/Secretary
RESOLVED, that Section 6 of Article III of the By-laws of the corporation is
hereby deleted.
<PAGE>
RESOLVED, that Article V. of the By-laws of the corporation is hereby amended
to read as follows:
ARTICLE V - OFFICERS
1. Election and term. The officers of the corporation shall be elected by
the Board of Directors at its annual meeting, and such officer shall hold his
office for one year and until his successor shall be elected and qualify, or
until the earlier of his death, resignation, retirement, removal or
disqualification.
Any vacancy, however, occurring, in any office may be filled by the Board of
Directors at any regular or special meeting of the Board; and the Board may,
at any regular or special meeting of the Board, elect a person to an office
created in the interim between annual meetings of the Board.
2. Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board whenever in its judgment the best
interests of the corporation will be served thereby.
3. Compensation. The compensation of all officers of the corporation shall
be fixed by the Board of Directors.
4. Bonds. The Board of Directors may, by resolution, require any or all
officers, agents or employees of the corporation to give bond in such sum and
with such sureties as the resolution may specify for the faithful discharge of
their duties.
5. Number, Duties and Powers. The officers of the Corporation shall consist
of Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer,
Chief Operating Officer, President, Secretary, and Controller; and may also
consist of one or more Executive Vice Presidents, one or more Senior Vice
Presidents, one or more Vice Presidents, and such other or additional officers
as, in the opinion of the Board, are necessary for the conduct of the business
of the corporation. Each officer shall have such duties as may be assigned
and such powers as may be granted to him by the Board of Directors and these
By-Laws. Any two or more offices may be held by the same person, except that
no officer may act in more than one capacity where action of two or more
officers is required. The duties and powers of the offices are as follows:
(a) Chairman of the Board: The Chairman of the Board shall preside at all
meetings of the Board of Directors and all meetings of the shareholders. He
may sign, execute, and deliver in the name of the corporation powers of
attorney, contracts, bonds, certificates of stock and other obligations or
documents. He shall perform such other duties as the Board of Directors may
direct.
(b) Vice-Chairman of the Board: The Vice-Chairman of the Board shall, in the
absence of the Chairman, preside at all meetings of the Board of Directors and
all meetings of the shareholders. He shall perform such other duties as the
Board of Directors may direct.
(c) Chief Executive Officer: The Chief Executive Officer shall be either the
Chairman of the Board or President. He shall have general supervision of all
affairs of the corporation, and shall carry into effect all directives of the
Board of Directors or the Executive Committee thereof.
(d) President: The President shall have such powers and perform such duties
as the Board of Directors, Chairman of the Board, or Chief Executive Officer
may direct. He may sign, execute and deliver in the name of the corporation
powers of attorney, contracts, bonds, certificates of stock, and other
obligations or documents.
<PAGE>
(e) Chief Operating Officer: The Chief Operating Officer shall administer
and supervise the operations of the corporation in accordance with these By-
Laws, and shall perform such other duties as the Board of Directors, Chairman
of the Board, Chief Executive Officer, or President may direct.
(f) Executive Vice President(s), Senior Vice Presidents and other Vice
Presidents: The duties of the Executive Vice President(s), the Senior Vice
Presidents and other Vice Presidents shall be to perform such duties as the
Board of Directors, Chairman of the Board, Chief Executive Officer, President,
or Chief Operating Officer may direct.
(g) Secretary: The Secretary shall attend and keep accurate record of the
acts and proceedings of all meetings of shareholders and directors. He shall
give or cause to be given all notices required by the law and by these By-
Laws. He shall have general charge of the corporate books and records,
excluding financial books and records, and of the corporate seal; and he shall
affix the corporate seal to any lawfully executed instrument requiring it. He
shall have general charge of the stock transfer books of the corporation and
shall keep, at the registered or principal office of the corporation, a record
of shareholders showing the name and address of each shareholder and the
number and class of the shares held by each. He shall sign such instruments
as may require his signature and shall perform such other duties as the Board
of Directors, Chairman of the Board, Chief Executive Officer, President, or
Chief Operating Officer may direct. The Secretary shall sign, with the
President or other authorized officer, certificates for shares of the
corporation.
(h) Controller: The Controller shall be the Chief Financial Officer of
the corporation, and shall have custody of all funds and securities belonging
to the corporation. He shall receive, deposit or disburse the same under the
direction of the Board of Directors, Chairman of the Board, Chief Executive
Officer, President, or Chief Operating Officer. He shall keep full and
accurate accounts of the finances of the corporation in books especially
provided for that purpose; and shall cause a true statement of the assets and
liabilities as of the close of each fiscal year and of the results of its
operations and of changes in surplus for such fiscal year, all in reasonable
detail. He shall perform such other duties as the Board of Directors,
Chairman of the Board, Chief Executive Officer, or President may direct.
Adopted the 26th day of January, 1994, by the directors of First Citizens
Bancorporation of South Carolina, Inc. at a regular meeting, of which notice
was properly given.
Duly amended January 26, 1994
E. Hite Miller, Sr., President
E. W. Wells, Senior Vice President/Corporate Secretary
The following is a true and correct copy of a change to the By-Laws of First
Citizens Bancorporation of South Carolina, Inc. which was duly authorized by
the directors at a directors meeting held on January 22, 1987. The change
involved Article III, Section 6, Chairman which now reads:
6. Chairman. There may be a Chairman of the Board of Directors elected by
the directors from among their number at any meeting of the Board. The
Chairman shall preside at all meetings of the Board of Directors and shall
perform such other duties as may be directed by the Board.
There may be a Vice Chairman of the Board of Directors elected by the
directors from among their members at any meeting of the Board. The Vice
Chairman, in the absence of the Chairman, shall perform the duties of the
Chairman, and perform such other duties as may be directed by the Board.
E. W. Wells, Secretary
<PAGE>
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
(Picture of a Palm Tree)
Annual Report 1994
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
COV1
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NATURE OF BUSINESS
First Citizens Bancorporation of South Carolina, Inc. ("Bancorporation"),
is a one-bank holding company headquartered in Columbia, South Carolina, with
assets of $1.6 billion at December 31, 1994. Its wholly-owned subsidiary is
First-Citizens Bank and Trust Company of South Carolina ("Bank"), which
provides a broad range of banking services through 114 offices in 71 communi-
ties throughout the state. The Bank's subsidiaries are First Citizens
Mortgage Corporation of South Carolina, a mortgage banking company, and
Wateree Life Insurance Company of South Carolina, a credit life insurance
company.
Throughout this report "Bancorporation" refers to First Citizens
Bancorporation of South Carolina, Inc., and its wholly-owned subsidiary,
First-Citizens Bank and Trust Company of South Carolina. The "Bank"
refers only to First-Citizens Bank and Trust Company of South Carolina.
"First Citizens Bank" is used in marketing the Bank.
First Citizens Bancorporation of South Carolina, Inc.
P. O. Box 29
1230 Main Street
Columbia, South Carolina 29202
ANNUAL MEETING
The Annual Meeting of Stockholders of First Citizens Bancorporation
of South Carolina, Inc. will be held at 2:00 p.m. on
Wednesday, April 26, 1995 at 1314 Park Street, Columbia, South Carolina.
CONTENTS
Market and Dividend Information Regarding Common and Preferred Stock . .IFC
Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . 1
To Our Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Management's Discussion and Analysis . . . . . . . . . . . . . . . . . . 3
Report of Management . . . . . . . . . . . . . . . . . . . . . . . . . .16
Report of Independent Accountants . . . . . . . . . . . . . . . . . . .16
Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . 17
Official Organization Section . . . . . . . . . . . . . . . . . . . . .31
MARKET AND DIVIDEND INFORMATION
REGARDING COMMON AND PREFERRED STOCK
There is a limited over-the-counter market for Bancorporation's voting
common stock. The stock is not listed on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"). Quotations are
published in South Carolina newspapers circulated in Bancorporation's major
metropolitan markets and may be obtained through securities brokers having
offices in South Carolina. Local broker-dealers affect agency transactions
in Bancorporation's voting common stock from time to time, and to management's
knowledge there are two broker-dealers who make a market in Bancorporation's
voting common stock.
There is no trading market for any class of Bancorporation's preferred
stock or for its non-voting common stock. Any trading activity for the classes
of Bancorporation's preferred stock and non-voting common stock is in privately
negotiated transactions and Bancorporation is unaware of any prices at which
any such trades have occurred.
The following ranges of high and low bid prices for Bancorporation's voting
common stock were supplied by one of the broker dealers making a market in such
security. The prices represent quotations between broker-dealers and do not
include markups, markdowns or commissions and may not represent actual
transactions.
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
High/Low Bid Price of Voting Common Stock
1st quarter.......................... $85.50/83.00 $71.00/62.00
2nd quarter.......................... 90.00/86.50 73.00/70.00
3rd quarter.......................... 92.50/90.00 80.00/75.00
4th quarter.......................... 95.38/92.50 83.00/80.00
</TABLE>
The approximate number of record holders of Bancorporation's voting common
stock and non-voting common stock at December 31, 1994 was 1,268 and 5,
respectively.
Holders of the voting and non-voting common stock of Bancorporation are
entitled to such dividends as may be declared from time to time by the Board of
Directors out of funds legally available. However, Bancorporation has adopted
a policy of paying no cash dividends on its voting and non-voting common stock.
This policy reflects the desire of the Board of Directors to maintain the
capital to assets ratio through the retention of earnings. Certain regulatory
requirements restrict the payment of dividends and extensions of credit from
banking subsidiaries to bank holding companies. As Bancorporation has a policy
of paying no cash dividends on common stock, these restrictions have not
historically impacted Bancorporation's ability to meet its obligations.
Additional restrictions relating to capital requirements and dividends are
discussed on page 12 of "Management's Discussion and Analysis" and in Note 10
of "Notes to Consolidated Financial Statements."
THIS STATMENT HAS NOT BEEN REVIEWED OR CONFIRMED FOR ACCURACY OR RELEVANCE
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
FINANCIAL HIGHLIGHTS
(Dollars in thousands - except per share data, employees, branches, and ATMs)
<TABLE>
<CAPTION>
Change
in One
1994 1993 Year
<S> <C> <C> <C>
FOR THE YEAR:
Net income $ 9,849 $ 13,004 (24.26)%
Net income per common share 10.24 13.57 (24.54)
FINANCIAL RATIOS:
Net interest margin 4.27% 4.75% (10.11)%
Return on average assets .63 .88 (28.41)
Return on average stockholders' equity 10.69 16.57 (35.49)
Reserve for loan losses to year -end loans 2.05 2.05
Reserve for loan losses to year -end
nonperforming loans (coverage ratio) 459.62 408.90 12.40
Net loan losses to average loans .15 .30 (50.00)
Equity to assets at year end 6.17 5.55 11.17
AT YEAR END:
Assets $1,589,181 $1,518,978 4.62%
Earning assets 1,437,656 1,363,930 5.41
Net loans 917,776 862,942 6.35
Core deposits 1,314,714 1,266,715 3.79
Total deposits 1,386,518 1,336,366 3.75
Total stockholders' equity 98,025 84,237 16.37
Book value per common share 100.41 85.62 17.27
AVERAGES:
Assets $1,551,997 $1,472,592 5.39%
Earning assets 1,414,375 1,331,670 6.21
Investment securities 485,745 474,136 2.45
Net loans 902,889 831,335 8.61
Deposits 1,373,612 1,310,207 4.84
Interest-bearing liabilities 1,237,617 1,185,603 4.39
Total stockholders' equity 92,161 78,469 17.45
RISK-BASED CAPITAL RATIOS:
Tier 1 8.95% 8.49% 5.42%
Total 11.04 10.85 1.75
NUMBER OF (AT YEAR END):
Common shares outstanding 943,533 945,533 (.21)%
Preferred shares outstanding 68,132 68,132
Banking offices 114 111 2.70
ATMs 95 97 (2.06)
Full-time equivalent employees 984 1,029 (4.37)
</TABLE>
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TO OUR STOCKHOLDERS:
First Citizens Bank continued to grow its South Carolina franchise during
1994 while experiencing a decline in earnings primarily due to the interest rate
environment. The Bank was the successful bidder in June, 1994, for the offices
of the Cooper River Federal Savings Association which were held by the
Resolution Trust Corporation. This acquisition comprised over $60 million in
deposits and expanded the Bank's presence in the Low Country region of the
state.
Net Income for 1994 was $9.8 million, down 24.26% from the $13 million
reported for 1993. Declining interest margins, higher noninterest expenses due
to systems conversions, and fewer mortgage originations impacted earnings
unfavorably. Our Net Interest Margin declined from 4.75% in 1993 to 4.27% in
1994, which caused a $2.8 million decrease in Net Interest Income on a fully
taxable basis.
Deposits increased by 3.75% to $1.4 billion while Net Loans grew by 6.35% to
$918 million. Our loan quality remained strong with net losses to average loans
of .15%, down from .30% for 1993.
We invite you to review the section entitled "Management's Discussion and
Analysis" for more information on our financial performance.
In addition to the Cooper River Federal acquisition, the Bank opened a de
novo office during January, 1995, in Rock Hill to establish a presence in that
high-growth market. Furthermore, the Bank consolidated five Charleston area
offices during 1994 due to overlapping service areas as a result of the Cooper
River Federal transaction.
We achieved an important goal in 1994 by receiving an "Outstanding" rating
from the Federal Deposit Insurance Corporation for our first public rating under
the Community Reinvestment Act. This rating is a reflection of our commitment
to serve the banking needs of all South Carolinians, including those with low
and moderate incomes.
Another important accomplishment in 1994 was the converting of our major
data processing systems to an outsourcing arrangement. By completing this
transition, we can begin to achieve economies in processing and to take
advantage of newer technologies. Our dedicated employees made tremendous
efforts to insure the success of this project, and we are very grateful for a
job well done.
During 1994, E. Hite Miller, Sr., was elected Chairman, while retaining the
position of Chief Executive Officer. Jim B. Apple was elected President and
Chief Operating Officer. In addition, Jay C. Case was elected Chief Financial
Officer.
As we look ahead to 1995, we expect continuing pressure on our interest
margins. To improve profitability, management has initiated measures to
identify opportunities for enhancing revenue, efficiency, and customer service
throughout the Bank. Our employees are participating in this endeavor by
submitting their ideas and suggestions.
While interest rate movements and economic conditions remain uncertain, we
expect continued growth and profitability during 1995 consistent with our
longstanding commitment to safety and soundness.
Finally, let us express our sincere gratitude to our employees for their
willingness to meet the challenges of a changing industry; to our directors and
advisory board members for their valued and wise counsel; to you, our
stockholders, for your ongoing support; and to our customers for their
confidence in First Citizens Bank.
(Signature - E. Hite Miller, Sr.)
E. Hite Miller, Sr.
Chairman of the Board
(Signature - Frank B. Holding)
Frank B. Holding
Vice Chairman of the Board
(Signature - Jim B. Apple)
Jim B. Apple
President
2
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
INTRODUCTION:
First Citizens Bancorporation of South Carolina, Inc. ("Bancorporation"), is
a one-bank holding company headquartered in Columbia, South Carolina.
Bancorporation's wholly-owned subsidiary, First-Citizens Bank and Trust Company
of South Carolina ("Bank"), provides commercial banking and related financial
products and services throughout South Carolina.
The Bank's deposits are insured by the Federal Deposit Insurance Corporation
("FDIC") to the maximum of $100,000 for each depositor. The FDIC and the South
Carolina State Board of Financial Institutions have regulatory responsibilities
for the Bank. Bancorporation is subject to regulation as a bank holding company
by the Board of Governors of the Federal Reserve System and its voting common
stock is registered with the Securities and Exchange Commission.
Management's Discussion and Analysis should be read in conjunction with the
consolidated financial statements and the supplementary financial data beginning
on page17. Reference should also be made to the accompanying detailed
historical information presented elsewhere in this report. All dollar amounts
in tables and schedules, except for per share amounts, throughout this report
are stated in thousands. Average balances are based on average daily balances.
PERFORMANCE SUMMARY: (Dollars in thousands)
Bancorporation earned $9,849 for 1994, which represents a decrease of $3,155
or 24.26% from 1993 earnings of $13,004. This decrease was primarily due to
rapidly rising interest rates resulting in a declining net interest margin and
an increase in noninterest expense associated with outsourcing of the data
processing operation.
Earnings per share for 1994 was $10.24, a decrease of $3.33 as compared to
$13.57 in 1993. Return on average equity and return on average assets was
10.69% and .63%, respectively, as compared to 16.57% and .88% in 1993. Book
value of common stock at year end 1994 reached a new milestone of $100.41 per
share, up from $85.62 a year ago. Whereas most of this increase can be
attributed to earnings, a portion is due to implementation of Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" (see Note 3 "Investment Securities"
for additional information).
Average assets grew 5.39% to $1,551,997 in 1994 complimented by average loan
growth of 8.61% to $902,889. Likewise, average deposits grew 4.84% to
$1,373,612.
During 1994, the Bank acquired Cooper River Federal Savings Association from
the Resolution Trust Corporation with deposits of $61,632 and loans of $85. The
premium paid in connection with this transaction was $4,500.
BOOK VALUE PER COMMON SHARE AT YEAR END RETURN ON AVERAGE ASSETS
(in dollars) (in percentage)
(Book Value chart appears here (Return on average assets chart
plot points are as followed) appears here plot points are as
followed)
1990 1991 1992 1993 1994 1990 1991 1992 1993 1994
52.68 59.35 72.04 85.62 100.41 0.58 0.56 0.88 0.88 0.63
RETURN ON AVERAGE STOCKHOLDERS' EQUITY
(in percentage)
(Return on average stockholders' equity chart appears here
plot points are as followed)
1990 1991 1992 1993 1994
11.65 11.37 18.6 16.57 10.69
3
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
TABLE 1: SIX-YEAR SUMMARY OF SELECTED FINANCIAL DATA (Dollars in thousands - except per share data)
Five-Year
Compound
Growth Rate
1994 1993 1992 1991 1990 1989 1994-1989
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS:
Interest income.................. $ 99,773 $100,139 $104,424 $101,320 $ 94,165 $ 83,311 3.67%
Interest expense................. 40,821 38,426 47,267 56,913 54,803 49,421 (3.75)
Net interest income.............. 58,952 61,713 57,157 44,407 39,362 33,890 11.71
Provision for loan losses........ 2,558 3,927 4,161 4,066 2,695 2,554 3.13
Net interest income after
provision for loan losses....... 56,394 57,786 52,996 40,341 36,667 31,336 12.47
Noninterest income............... 18,676 18,724 18,066 15,361 14,241 11,967 9.31
Investment securities
gains (losses).................. 1,332 42 (297)
Total noninterest income........ 18,676 18,724 19,398 15,361 14,283 11,670 9.86
Salaries and employee benefits... 27,592 26,542 24,720 21,902 20,259 18,485 8.34
Other expense.................... 32,660 30,899 29,788 24,623 22,010 18,880 11.58
Total noninterest expense....... 60,252 57,441 54,508 46,525 42,269 37,365 10.03
Income before income taxes and
cumulative effect of change in
accounting principle............ 14,818 19,069 17,886 9,177 8,681 5,641 21.31
Applicable income taxes.......... 4,969 6,286 5,785 2,725 2 ,812 1,620 25.13
Income before cumulative
effect of a change in
accounting principle............ 9,849 12,783 12,101 6,452 5,869 4,021 19.62
Cumulative effect on prior years
(to 12/31/92) of changing to a
different method of accounting
for income taxes................ 221
NET INCOME....................... $ 9,849 $ 13,004 $ 12,101 $ 6,452 $ 5,869 $ 4,021 19.62
EARNINGS PER COMMON SHARE:
Income before cumulative
effect of a change in
accounting principle............ $ 10.24 $ 13.34 $ 12.61 $ 6.63 $ 5.97 $ 3.99 20.74
Cumulative effect on prior years
(to 12/31/92) of changing to a
different method of accounting
for income taxes................ .23
NET INCOME....................... $ 10.24 $ 13.57 $ 12.61 $ 6.63 $ 5.97 $ 3.99 20.74
BOOK VALUE PER COMMON SHARE...... $ 100.41 $ 85.62 $ 72.04 $ 59.35 $ 52.68 $ 46.57 16.61
Weighted average common
shares outstanding............. 944,799 945,533 945,914 946,225 951,668 960,691 (3.33)
RATIOS (AVERAGES):
Loans to deposits................ 65.73% 63.45% 63.18% 67.76% 68.39% 69.68%
Net loan losses to loans......... .15 .30 .38 .46 .29 .29
Net interest margin.............. 4.27 4.75 4.71 4.37 4.47 4.39
Stockholders' equity to:
Total assets................... 5.94 5.33 4.74 4.91 5.00 5.22
Deposits........................ 6.71 5.99 5.31 5.53 5.66 5.95
Return on assets................. .63 .88 .88 .56 .58 .45
Return on stockholders' equity... 10.69 16.57 18.60 11.37 11.65 8.71
SELECTED AVERAGE BALANCES:
Assets.......................... $1,551,997 $1,472,592 $1,373,117 $1,154,209 $1,008,791 $884,849 11.89
Earning assets.................. 1,414,375 1,331,670 1,240,236 1,041,939 905,497 792,475 12.28
Investment securities........... 485,745 474,136 439,121 312,475 266,609 208,356 18.45
Loans, net of unearned income... 902,889 831,335 773,722 694,452 609,159 540,409 10.81
Deposits........................ 1,373,612 1,310,207 1,224,535 1,024,934 890,771 775,528 12.11
</TABLE>
4
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NET INTEREST INCOME: (Dollars in thousands)
Net interest income, the Bank's primary source of recurring income, is the
amount by which interest and fees generated by earning assets exceed the total
cost of the resources used to fund them. The level of net interest income is
impacted by volume of earning assets outstanding, interest rates and other
factors. Taxable equivalent interest income represented 84.43% of the Bank's
total taxable equivalent revenues for year end 1994, as compared to 84.44% for
1993.
Net interest income on a fully tax equivalent basis decreased $2,775 or
4.39% from 1993 levels. This follows gains of $4,872 or 8.35% in 1993.
The following table analyzes net interest income in terms of the "interest
spread" (difference between interest rates earned on earning assets and interest
rates paid on interest-bearing liabilities) and "net interest margin" which
adjusts the interest spread to consider that portion of Bancorporation's
interest-earning assets which are funded from noninterest-bearing sources
(primarily stockholders' equity and demand deposits). Interest spread in 1994
decreased by 53 basis points to 3.86% from 4.39% in 1993. Likewise, net interest
margin decreased 48 basis points to 4.27% from 4.75% in 1993.
AVERAGE ASSETS AVERAGE DEPOSITS
(in millions of dollars) (in millions of dollars)
(Average Assets chart appears here (Average Deposits chart appears here
plot points are as followed) plot points are as followed)
1990 1991 1992 1993 1994 1990 1991 1992 1993 1994
1008.8 1154.2 1373.1 1472.6 1551.9 890.8 1024.9 1224.5 1310.2 1373.6
AVERAGE DEPOSITS AVERAGE LOANS (Net of Unearned income)
(in millions of dollars) (in millions of dollars)
(Average Deposits chart appears here (Average Loans chart appears here
plot points are as followed) plot points are as followed)
1990 1991 1992 1993 1994 1990 1991 1992 1993 1994
890.8 1024.9 1224.5 1310.2 1373.6 609.2 694.5 773.7 831.3 902.9
5
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
TABLE 2: COMPARATIVE AVERAGE BALANCE SHEETS - YIELDS AND COSTS (Dollars in thousands)
YEAR ENDED DECEMBER 31,
1994 1993 1992
AVERAGE INTEREST YIELD Average Interest Yield Average Interest Yield
BALANCE REV/EXP (%)* Balance Rev/Exp (%)* Balance Rev/Exp (%)*
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST-EARNING ASSETS:
Loans, net of unearned
interest**..................... $ 902,889 $ 76,077 8.43 $ 831,335 $ 74,260 8.93 $ 773,722 $ 75,521 9.76
Taxable investment
securities..................... 439,888 20,290 4.61 434,003 22,870 5.27 413,365 26,258 6.35
Non-taxable investment
securities..................... 45,857 3,602 7.85 40,133 3,335 8.31 25,756 2,515 9.76
Federal funds sold.............. 11,369 464 4.08 10,922 331 3.03 11,423 421 3.69
Other earning assets............ 14,372 832 5.79 15,277 849 5.56 15,970 899 5.63
Total interest-earning
assets........................ 1,414,375 101,265 7.16 1,331,670 101,645 7.63 1,240,236 105,614 8.52
NONINTEREST-EARNING ASSETS:
Cash and due from banks......... 77,251 80,079 74,280
Premises and equipment.......... 37,973 37,869 35,676
Other, less reserve for
loan losses.................... 22,398 22,974 22,925
Total noninterest-earning
assets........................ 137,622 140,922 132,881
TOTAL ASSETS................... $1,551,997 $1,472,592 $1,373,117
INTEREST-BEARING LIABILITIES:
Deposits........................ $1,167,826 37,505 3.21 $1,116,377 35,760 3.20 $1,061,751 44,364 4.18
Federal funds purchased
and securities sold
under agreements to
repur chase.................... 55,982 2,291 4.09 54,409 1,591 2.92 47,326 1,580 3.34
Short-term debt................. 2,525 66 2.61
Long-term debt.................. 13,809 1,025 7.42 14,817 1,075 7.26 17,198 1,257 7.31
Total interest-bearing
liabilities.................. 1,237,617 40,821 3.30 1,185,603 38,426 3.24 1,128,800 47,267 4.19
Net interest spread............. 3.86 4.39 4.33
NONINTEREST-BEARING LIABILITIES:
Demand deposits................. 205,786 193,830 162,784
Other liabilities............... 16,433 14,690 16,474
Total noninterest-bearing
liabilities................... 222,219 208,520 179,258
Stockholders' equity............ 92,161 78,469 65,059
TOT AL LIABILITIES AND
STOCKHOLDERS' EQUITY............ $1,551,997 $1,472,592 $1,373,117
Net interest income............. $ 60,444 $ 63,219 $ 58,347
Interest income to
earning assets....... 7.16 7.63 8.52
Interest expense to
earning assets....... 2.89 2.88 3.81
Net interest income to
earning assets....... 4.27 4.75 4.71
</TABLE>
*Taxable equivalent yield was calculated using the incremental statutory
federal income tax rate of 35% for 1994 and 1993 and 34% for 1992.
**Nonaccrual loans are included in the respective average loan balances.
Income on such loans is generally recognized on a cash basis.
6
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Decreases in net interest income, interest spread and net interest margin
are largely attributable to lower yields on earning assets invested at the
bottom of the interest rate cycle. Loan yield declined 50 basis points from
8.93% in 1993 to 8.43% in 1994. Likewise, the yield on the investment portfolio
(taxable and non-taxable) decreased 61 basis points from 5.53% in 1993 to 4.92%
in 1994. This reduction of yields on earning assets, coupled with a slight
increase in rates paid on interest-bearing liabilities, accounts for the
majority of the decline in net income and net interest margin.
<TABLE>
<CAPTION>
TABLE 3: TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS (Dollars in thousands)
1994 Compared to 1993 1993 Compared to 1992
Net Net
Interest Change Due To Increase Change Due To Increase
1994 1993 1992 Rate Volume* (Decrease) Rate Volume* (Decrease)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST INCOME
Loans.................................... $ 76,077 $ 74,260 $ 75,521 $ (4,573) $ 6,390 $ 1,817 $ (6,884) $5,623 $ (1,261)
Investment securities:
Taxable................................ 20,290 22,870 26,258 (2,890) 310 (2,580) (4,699) 1,311 (3,388)
Non-taxable............................. 3,602 3,335 2,515 (209) 476 267 (584) 1,404 820
Total investment securities.......... 23,892 26,205 28,773 (3,099) 786 (2,313) (5,283) 2,715 (2,568)
Federal funds sold....................... 464 331 421 119 14 133 (72) (18) (90)
Other earning assets..................... 832 849 899 33 (50) (17) (11) (39) (50)
Total interest earning assets**...... 101,265 101,645 105,614 (7,520) 7,140 (380) (12,250) 8,281 (3,969)
INTEREST EXPENSE
Deposits................................. 37,505 35,760 44,364 99 1,646 1,745 (10,887) 2,283 (8,604)
Federal funds purchased and
securities sold under agreements
to repurchase.......................... 2,291 1,591 1,580 654 46 700 (225) 236 11
Short-term debt.......................... 66 (66) (66)
Long-term debt........................... 1,025 1,075 1,257 23 (73) (50) (8) (174) (182)
Total interest-bearing liabilities... 40,821 38,426 47,267 776 1,619 2,395 (11,120) 2,279 (8,841)
Net interest income...................... $ 60,444 $ 63,219 $ 58,347 $ (8,296) $ 5,521 $ (2,775) $ (1,130) $6,002 $ 4,872
</TABLE>
*Volume-rate changes have been allocated to each category based on the
percentage of each to the total change.
**Interest income includes a taxable equivalent adjustment of $1,492, $1,506
and $1,190 for 1994, 1993 and 1992, respectively, using the incremental
statutory federal income tax rate of 35% for 1994 and 1993 and 34% for 1992.
INVESTMENT SECURITIES: (Dollars in thousands)
At December 31, 1994, the investment portfolio was $486,681 compared to
$467,977 in 1993. Bancorporation continues to invest primarily in short-term
U.S. Government obligations thereby minimizing credit, interest rate and
liquidity risk. The portfolio was comprised of 89.57% U.S. Government
obligations at year end 1994 as compared to 87.90% at year end 1993.
The increase in investment securities was primarily the result of increased
availability of funds due to the Cooper River Federal acquisition. However,
investment securities as a percentage of average earning assets actually
decreased from 35.60% in 1993 to 34.34% in 1994 due in part the Bank's ability
to employ the Cooper River Federal funds in growth of the loan portfolio.
Investment securities remain the second largest component of interest-earning
assets.
The average maturity of U.S. Government obligations held in the portfolio
was 9.2 months at December 31, 1994 as compared to 9.8 months at December 31,
1993. At year end, the market value of the held-to-maturity portfolio was
$5,908 below book value, consisting of unrealized gains of $688 and unrealized
losses of $6,596.
7
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
TABLE 4: INVESTMENT SECURITIES ANALYSIS (Dollars in thousands)
1994 1993 1992
TAXABLE
BOOK MARKET EQUIVALENT Book Market Book Market
VALUE VALUE YIELD* Value Value Value Value
<S> <C> <C> <C> <C> <C> <C> <C>
U. S. Government obligations:
Within one year...................... $268,991 $265,835 4.38% $256,052 $257,533 $158,809 $161,264
One to five years.................... 166,935 163,513 5.86 155,321 155,635 272,282 275,492
Five to ten years.................... 1 1
Total.............................. 435,926 429,348 4.98 411,373 413,188 431,092 436,757
States and political subdivisions:
Within one year...................... 3,870 3,878 6.81 8,003 8,017 1,302 1,312
One to five years.................... 16,111 16,243 6.94 18,833 19,148 6,489 6,677
Five to ten years.................... 14,467 14,702 8.44 16,077 16,525 6,196 6,563
Over ten years....................... 5,537 5,841 10.81 9,639 10,569 9,862 10,557
Total.............................. 39,985 40,664 8.01 52,552 54,259 23,849 25,109
Other interest-earning investments:
One to five years.................... 100 96 6.38 100 101 100 100
Five to ten years.................... 60 55 5.95 60 60 60 60
Over ten years....................... 50 50 9.02 50 54 50 50
Total.............................. 210 201 6.89 210 215 210 210
Total interest-earning investments... 476,121 470,213 5.24 464,135 467,662 455,151 462,076
Stock and other investments........... 10,560 10,560 3,842 11,222 3,781 12,268
Total portfolio................... $486,681 $480,773 5.24 $467,977 $478,884 $458,932 $474,344
</TABLE>
*Taxable equivalent yield was calculated using the incremental statutory
federal income tax rate of 35% for 1994 and 1993 and 34% for 1992.
As of January 1, 1994, Bancorporation implemented SFAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities" which classifies
securities as either held-to-maturity or available-for-sale. Securities that
Bancorporation has the positive intent and ability to hold to maturity are
classified as held-to-maturity and carried on the books at amortized cost. All
other securities are classified as available-for-sale and carried at estimated
fair value with unrealized gains and losses included in stockholders' equity on
an after tax basis.
After careful review by management, the majority of the investment
securities were classified as held-to-maturity with the exception of equity
securities which have no defined maturity. During 1994, Bancorporation recorded
a $4,260 increase in stockholders' equity ($6,555, net of tax effect of $2,295)
on equity securities classified as available-for-sale and carried at estimated
fair value.
LOANS: (Dollars in thousands)
Gross loans increased $56,002 or 6.36% to $937,025 in 1994, up from
$881,003 in 1993. Management views this positively considering the decrease in
loan demand in a rising interest rate environment and increased competition from
banks and other financial institutions. Gross loans as a percentage of year-end
earning assets increased from 64.59% in 1993 to 65.18% in 1994. The portfolio
mix did not change significantly in 1994 and no major change is expected in
1995.
During 1994, the Bank implemented a credit scoring system on consumer loans
to ensure consistency statewide in our credit policies. Approval rates under
this system remain high for industry standards and continued refinement will
lead to controlled volume in the future.
Included in loans for 1994 were mortgage loans held for resale of $2,529, as
compared to $4,436 in 1993. This decrease was due primarily to a decrease in
volume of mortgage refinance activity as interest rates turned upward.
TABLE 5: DISTRIBUTION OF LOANS (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
T YPES OF LOANS
Real estate loans:
Construction and land development..................... $ 7,888 $ 18,952 $ 23,136 $ 23,741 $ 24,855
Secured by 1-4 family residential properties.......... 388,997 345,624 286,372 253,799 182,616
Other real estate loans............................... 173,690 163,690 161,959 148,648 133,374
Loans for purchasing and carrying securities........... 484 469 237 2,143 3,309
Loans to farmers....................................... 5,843 5,271 5,175 6,375 5,636
Commercial and industrial loans........................ 84,900 86,039 84,392 78,220 75,568
Loans to individuals for household, family ,
and other personal expenditures....................... 269,693 253,874 240,635 232,002 219,545
Other loans, all attributable to domestic operations... 5,530 7,084 5,969 3,748 3,524
Total loans......................................... $937,025 $881,003 $807,875 $748,676 $648,427
</TABLE>
8
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
TABLE 6: MATURITIES AND RATE SENSITIVITY OF SELECTED LOANS - DECEMBER 31, 1994 (Dollars in thousands)
Over 1 Over
1 Year through 5
TOTAL or less 5 Years Years
<S> <C> <C> <C> <C>
TYPES OF LOANS:
Construction and land development.................. $ 7,888 $ 7,099 $ 631 $ 158
Commercial, financial and agricultural............. 96,757 70,633 21,287 4,837
Total............................................. $104,645 $77,732 $21,918 $4,995
RATE SENSITIVITY FOR SELECTED LOANS (OVER ONE YEAR):
Predetermined rate................................. $ 16,686 $13,370 $3,316
Floating or adjustable rate........................ 10,227 8,548 1,679
Total............................................. $ 26,913 $21,918 $4,995
</TABLE>
RESERVE FOR LOAN LOSSES: (Dollars in thousands)
In determining the adequacy of the reserve for loan losses, the Bank
utilizes a methodology that considers, among other factors, historic losses
within specific industries, current and anticipated economic conditions, loan
portfolio trends, specific credit reviews, and estimates based on subjective
factors. Management also considers loans classified by regulatory examiners as
loss, doubtful, substandard or special mention. Such classified loans were not
considered to be material in relation to the current level of the reserve for
loan losses.
Each credit on the watchlist is reviewed monthly to confirm the risk rating.
Estimated potential loss allocations are assigned for significant credits. In
addition to these specific allocations, reserve allocations based on percentage
guidelines for each pool of watchlist credits, as defined by industry
classification and risk rating, are provided based on management's judgment,
which includes considerations of historic losses, economic conditions, and other
subjective factors. Additionally, allocations are made for nonwatchlist
credits, loans classified by regulatory examiners, residential mortgages, and
consumer loans based on historic loss experience adjusted for portfolio activity
and current economic trends. Allocated reserves are supplemented by an
unallocated portion based on judgments regarding risk of error, economic
conditions and other relevant factors.
Table 8 is presented for informational purposes. Because the allocation is
based on estimates and subjective judgment, it is not necessarily indicative of
the specific amounts or loan categories in which losses may ultimately occur.
The total allowance is available to absorb losses from any portion of the
portfolio. The adequacy of the overall allowance is ultimately one of
management judgment. Total nonperforming assets declined slightly by $369 from
$4,827 at December 31, 1993 to $4,458 at December 31, 1994. During 1994, the
provision for loan losses was $2,558 which was a 34.86% decrease when compared
to $3,927 for 1993. The provision was made to reflect potential losses inherent
in the loan portfolio and was not attributable to individual loans for which
management believed specific loss accruals were necessary at December 31, 1994.
As of December 31, 1994 and 1993, the reserve for loan losses was 2.05% of
outstanding loans and 4.32 and 3.74, respectively, times the level of
nonperforming loans. Management considers the year-end reserve adequate to
cover possible losses in the loan portfolio.
TABLE 7: ANALYSIS OF RESERVE FOR LOAN LOSSES (Dollars in thousands)
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Beginning loan loss reserve............... $18,061 $16,589 $15,361 $13,301 $12,392
Charge-offs:
Commercial, financial and agricultural... 22 12
Real estate - construction............... 14
Real estate - mortgage................... 607 1,587 1,524 976 380
Commercial loans to individuals.......... 362 356 578 1,106 636
Installment loans to individuals......... 1,181 1,259 1,391 1,727 1,348
Total charge-offs..................... 2,150 3,202 3,493 3,831 2,390
Recoveries:
Commercial, financial and agricultural... 10 5 12 66 39
Real estate - construction............... 10 1
Real estate - mortgage................... 265 238 80 130 130
Commercial loans to individuals.......... 167 195 86 155 78
Installment loans to individuals......... 338 309 372 309 356
Total recoveries...................... 780 747 560 660 604
Total net charge-offs................. 1,370 2,455 2,933 3,171 1,786
Provision for loan losses................. 2,558 3,927 4,161 4,066 2,695
Reserves related to acquisitions.......... 1,165
Ending loan loss reserve.................. $19,249 $18,061 $16,589 $15,361 $13,301
</TABLE>
9
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 8: ALLOCATION OF RESERVE FOR LOAN LOSSES (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1994 1993 1992 1991
% OF % of % of % of
TOTAL Total Total Total
RESERVE LOANS Reserve Loans Reserve Loans Reserve Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Real Estate - construction... $ 16 .84 $ 9 2.15 $ 45 2.86 $ 94 3.17
Real Estate - mortgage....... 3,719 60.05 5,096 57.81 4,043 55.50 2,683 53.75
Installment loans to
individuals................. 1,792 28.78 1,855 28.82 1,602 29.79 1,596 30.99
Commercial, financial
and agricultural............ 1,015 10.33 1,257 11.22 1,077 11.85 823 12.09
Unallocated.................. 12,707 9,844 9,822 10,165
Total...................... $19,249 100.00 $18,061 100.00 $16,589 100.00 $15,361 100.00
</TABLE>
A five year presentation of the allocation of the reserve for loan losses is
not provided because the information for 1990 is not
available. An additional year will be added in 1995 such that five years
are presented.
TABLE 9: ANALYSIS OF ASSET QUALITY (Dollars in thousands)
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
% OF % of % of % of % of
TOTAL Total Total Total Total
BALANCE LOANS Balance Loans Balance Loans Balance Loans Balance Loans
<S> <C> <C> <C> <C> <C>
RISK ELEMENTS:
Nonaccrual loans................... $2,865 .31 $2,323 .26 $3,540 .44 $4,131 .55 $1,820 .28
Restructured loans................. 1,323 .14 2,094 .24 1,166 .14 1,037 .14 1,128 .18
Total nonperforming loans....... 4,188 .45 4,417 .50 4,706 .58 5,168 .69 2,948 .46
Loans past due 90 days............. 827 .09 1,016 .12 812 .10 525 .07 615 .09
Total............................ $5,015 .54 $5,433 .62 $5,518 .68 $5,693 .76 $3,563 .55
NONPERFORMING ASSETS:
Commercial, financial and
agricultural...................... $ 238 .03 $ 305 .03 $ 157 .02 $ 207 .03 $ 176 03
Consumer........................... 106 .01 85 .01 54 .01 68 .01 49 .01
Real estate........................ 3,844 .41 4,027 .46 4,495 .55 4,893 .65 2,723 .42
Total nonperforming loans....... 4,188 .45 4,417 .50 4,706 .58 5,168 .69 2,948 .46
Other real estate owned............ 270 .03 410 .05 315 .04 190 .03 63 .01
Total nonperforming assets...... $4,458 .48 $4,827 .55 $5,021 .62 $5,358 .72 $3,011 .47
ASSET QUALITY RATIOS:
Reserve to year -end loans......... 2.05% 2.05% 2.05% 2.05% 2.05%
Net loan losses to average loans... .15 .30 .38 .46 .29
Nonperforming assets to total loans
and other real estate owned....... .48 .55 .62 .72 .46
Coverage ratio..................... 459.62 408.90 352.51 297.23 451.19
</TABLE>
Any loans classified by the Bank or regulatory examiners as loss, doubtful,
substandard or special mention that have not been disclosed hereunder, or under
the "Loans" or "Asset Quality" narrative discussions do not (i) represent or
result from trends or uncertainties that management expects will materially
impact future operating results, liquidity or capital resources, or (ii)
represent material credits about which management is aware of any information
that causes management to have serious doubts as to the ability of such
borrowers to comply with the loan repayment terms.
FUNDING SOURCES: (Dollars in thousands)
Bancorporation's primary source of funding continues to be its deposit
base. Average deposits increased 4.84% to $1,373,612 in 1994 from $1,310,207 in
1993. At year end 1994, deposits had increased $50,152 or 3.75%. The
acquisition of Cooper River Federal accounted for $61,632 or 123% of total year-
end growth.
Core deposits, which historically cost less than purchased funds, financed
the loan and investment activity. Core deposits are defined as noninterest-
bearing demand, savings, Now and money market accounts and certificates of
deposit under $100,000. At year end 1994, $1,314,714 or 94.82% of total
deposits of $1,386,519 were considered core deposits. A year ago, $1,266,716 or
94.79% of total deposits of $1,336,366 were considered core deposits.
Purchased funds, which consist of large time deposits and short-term
borrowings, are another source of funds. At year end 1994, large time deposits
increased $2,153 or 3.09% to $71,804 as compared to $69,651 in 1993. Short-term
borrowings, which consist of federal funds purchased, securities sold under
agreements to repurchase and other short-term borrowings, averaged $55,982 in
1994 compared to $54,409 in 1993, an increase of 2.89%.
10
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 10: TIME DEPOSITS OF $100,000 AND OVER (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1994 1993 1992
<S> <C> <C> <C>
3 months or less.................. $25,187 $27,581 $40,571
Over 3 months through 6 months.... 11,258 12,207 16,747
Over 6 months through 12 months... 19,473 21,945 13,946
Over 12 months.................... 15,886 7,918 6,592
Total........................... $71,804 $69,651 $77,856
Percent of total deposits......... 5.18% 5.21% 6.07%
</TABLE>
TABLE 11: DEPOSIT ANALYSIS (Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
AVERAGE AVERAGE Average Average Average Average
BALANCE RATE Balance Rate Balance Rate
<S> <C> <C> <C> <C> <C> <C>
Demand deposits............... $ 205,786 $ 193,830 $ 162,784
NOW accounts.................. 345,626 2.06% 312,127 2.02% 285,353 2.64%
Market rate savings........... 276,503 2.77 262,945 2.74 248,907 3.47
Regular and premium savings... 49,501 3.68 44,065 3.45 38,689 4.02
Time deposits................. 496,196 4.22 497,240 4.17 488,802 5.45
Total deposits............. $1,373,612 2.73 $1,310,207 2.73 $1,224,535 3.62
</TABLE>
TABLE 12: FEDERAL FUNDS PURCHASED AND SECURITIES SOLD
UNDER AGREEMENTS TO REPURCHASE ANALYSIS (Dollars in thousands)
<TABLE>
<CAPTION>
1994 1993 1992
AMOUNT RATE Amount Rate Amount Rate
<S> <C> <C> <C> <C> <C> <C>
AT YEAR-END*:
Federal funds purchased........................... $11,500 6.21% $ 8,000 3.25% $15,000 3.19%
Securities sold under agreements to repurchase... 64,416 5.47 63,206 2.87 30,402 2.97
Total............................................ $75,916 5.58 $71,206 2.91 $45,402 3.04
AVERAGE FOR THE YEAR:
Federal funds purchased........................... $ 3,824 4.58 $ 4,750 3.26 $ 2,720 3.51
Securities sold under agreements to repurchase... 52,158 4.05 49,659 2.89 44,606 3.19
Total............................................ $55,982 4.09 $54,409 2.92 $47,326 3.21
MAXIMUM MONTH-END BALANCE:
Federal funds purchased........................... $20,100 $21,500 $15,000
Securities sold under agreements to repurchase... 70,918 65,807 63,108
</TABLE>
*The interest rate shown is the weighted average rate at year end and
differs from the average rate during the year.
NONINTEREST INCOME: (Dollars in thousands)
Total noninterest income remained relatively flat at $18,676 in 1994
compared to $18,724 in 1993. Decreases in mortgage servicing income were
largely offset by gains in service charges associated with preneed accounts and
safe deposit box rentals. Service charges on deposit accounts, the largest
source of noninterest income, decreased .69% from 1993 levels.
TABLE 13: NONINTEREST INCOME: (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1994 1993 1992
<S> <C> <C> <C>
Service charges on deposit accounts.......... $10,390 $10,462 $10,164
Fees for other customer services............. 1,401 1,429 1,347
Mortgage services............................ 1,700 2,013 1,580
Bankcard discount............................ 1,666 1,500 1,321
Gain on sale of mortgage-backed securities... 1,332
Insurance premiums earned.................... 972 1,016 1,515
Other........................................ 2,547 2,304 2,139
Total...................................... $18,676 $18,724 $19,398
</TABLE>
11
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NONINTEREST EXPENSE: (Dollars in thousands)
Total noninterest expense for 1994 increased 4.89% to $60,252 from $57,441
in 1993. The largest component of this increase was in data processing fees as
the result of outsourcing data processing to First Citizens Bank of North
Carolina, which was partially offset by decreases in related salaries and
employee benefits and equipment expense. Salaries and employee benefits expense
also increased 3.96% in 1994 as compared to 7.37% in 1993. The increase is
primarily the result of merit salary increases in the Bank and the additional
salary expense associated with the purchase of Cooper River Federal.
Net occupancy expense decreased 4.41% from $3,494 in 1993 to $3,340 in 1994.
Despite a 4.84% increase in total average deposits, FDIC insurance assessments
decreased 7.67% from $3,271 in 1993 to $3,020 in 1994.
TABLE 14: NONINTEREST EXPENSE (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1994 1993 1992
<S> <C> <C> <C>
Salaries and employee benefits...... $27,592 $26,542 $24,720
Net occupancy expense of premises... 3,340 3,494 3,391
Furniture and equipment expense..... 4,807 6,282 5,576
Stationery and supplies............. 1,115 1,290 1,488
FDIC insurance assessments.......... 3,020 3,271 2,645
Telephone.......................... 1,306 1,287 1,455
Consultant contracts................ 373 487 1,282
Amortization of intangibles......... 4,128 3,748 3,096
Bankcard processing fees............ 1,839 1,894 1,708
Data processing fees................ 4,341 693 395
Other............................... 8,391 8,453 8,752
Total............................. $60,252 $57,441 $54,508
</TABLE>
INTANGIBLE ASSETS: (Dollars in thousands)
At year end 1994, intangible assets totaled $15,618, representing a $1,034
net increase over $14,584 in 1993. Annual amortization expense related to
intangible assets was $4,128 or 10.14% higher than last year's expense of
$3,748. The increase in expense was due primarily to goodwill amortization
expense associated with the acquisition of Cooper River Federal.
TABLE 15: INTANGIBLE ASSETS (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1994 1993 1992
BALANCE AMORTIZATION Balance Amortization Balance Amortization
<S> <C> <C> <C> <C> <C> <C>
INTANGIBLE ASSETS:
Goodwill............................ $ 6,482 $1,518 $ 3,280 $ 921 $ 3,096 $ 779
Deposit based premium............... 6,194 1,587 7,783 1,824 10,494 1,841
Purchased mortgage serving rights... 2,942 1,023 3,521 1,003 3,885 476
Total............................. $15,618 $4,128 $14,584 $3,748 $17,475 $3,096
</TABLE>
CAPITAL ADEQUACY:
The Federal Reserve Board and the Federal Deposit Insurance Corporation
have issued risk-based capital guidelines to United States banking corporations.
The objective of these efforts was to provide a more uniform capital structure
that is sensitive to variations in risk profiles of banking corporations.
The guidelines define a two-tier capital framework. Tier 1 capital consists
of common and qualifying preferred stockholders' equity less goodwill and other
adjustments. Tier 2 capital consists of mandatorily convertible, subordinated
and other qualifying term debt, preferred stock not qualifying for Tier 1, and
allowance for credit losses up to 1.25% of risk weighted assets. Risk-based
capital ratios are determined by dividing Tier 1 and total capital (Tier 1 plus
Tier 2) by total risk weighted assets.
Bancorporation's Tier 1 capital ratio at year end was 8.95% compared to
8.49% in 1993. The total risk-based capital ratio was 11.04% compared to 10.85%
in 1993. Both of these measures compare favorably with the regulatory minimums
of 4.00% Tier 1 and 8.00% for total risk-based capital.
12
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 16: CAPITAL ADEQUACY (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
TOTAL STOCKHOLDERS' EQUITY:
Year-end............................ $98,025 $84,237 $71,416 $59,583 $53,350
Average............................. 92,161 78,469 65,059 56,727 50,393
Book value per common share......... 100.41 85.62 72.04 59.35 52.68
Return on average equity............ 10.69% 16.57% 18.60% 11.37% 11.65%
Tier 1 capital ratio................ 8.95 8.49 7.05 5.81 6.98
Total risk-based capital ratio..... 11.04 10.85 9.70 8.77 10.48
INTERNAL CAPITAL GENERATION:
Return on average equity............ 10.69% 16.57% 18.60% 11.37% 11.65%
Earnings retention rate............. 96.73 98.59 97.79 96.61 91.84
Internal capital generation rate*... 10.34 16.34 18.19 10.98 10.70
</TABLE>
*Return on Equity x Earnings Retention Rate = Internal Capital Generation Rate
INCOME TAXES: (Dollars in thousands)
*Return on Equity x Earnings Retention Rate = Internal Capital Generation
Rate
INCOME TAXES: (Dollars in thousands)
Effective January 1, 1993, Bancorporation adopted SFAS No. 109, "Accounting
for Income Taxes," and recorded income of $221 from the cumulative effect of the
accounting change. In general, SFAS No. 109 requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and tax bases of assets and
liabilities. See Note 8 to the Consolidated Financial Statements for additional
information and the components of income tax expense.
In August 1993, the Omnibus Budget Reconciliation Act of 1993 (the "Act")
was passed by Congress and signed into law by the President. The Act includes a
number of provisions affecting corporations including an increase in the
corporate tax rate of 34 percent to 35 percent for corporate taxable income in
excess of $10 million. The Act also includes new rules for intangible assets
and allows for deductions of certain amortization charges (over a 15-year
period) related to core deposit intangibles and previously nondeductible
goodwill.
The effect of the foregoing tax increase in 1993 was to increase the current
portion of Bancorporation's income tax expense payable by approximately $190.
Partially offsetting this unfavorable impact was a $125 increase in the deferred
tax benefit recognized as a result of an increase in net deferred assets
attributable to the incremental tax effect applied to Bancorporation's temporary
differences. Management presently estimates that the effect of the 1993 tax
increase will be to increase future annual tax expense by approximately $200.
The net effect in 1993 of the new intangible tax rules was not material to
Bancorporation's income tax expense. However, management estimates that
Bancorporation will realize a reduction in future tax expense of approximately
$625 as a result of certain intangible assets included in its accounting records
that will create future tax deductions pursuant to the new intangible tax rules.
Total income tax expense included in the Consolidated Statement of Income
was $4,969 and $6,286 in 1994 and 1993, respectively, resulting in an effective
tax rate of 33.53% in 1994 compared to 32.96% in 1993. The effective tax rates
were less than federal statutory income tax rates primarily as a result of non-
taxable income recognized on investment securities.
LIQUIDITY AND INTEREST RATE RISK: (Dollars in thousands)
Liquidity involves the ability to meet cash flow requirements which arise
primarily from withdrawal of deposits, extensions of credit, payment of
operating expenses and repayment of purchased funds. Funds are mainly provided
through earnings from operations, expansion of the deposit base, borrowing funds
in money market operations, the maturity of investment assets and repayment of
loans.
Bancorporation has historically maintained strong liquidity through
increases in core deposits and management's planning of investment maturities.
Core deposits remained heavy at $1,314,714 or 94.82% of total deposits, slightly
up from $1,266,716 or 94.79% in 1993. The weighted average maturity of U.S.
Government obligations, which make up 89.57% of the investment portfolio as of
December 31, 1994, remains relatively short.
The FDIC has standard guidelines as to what it feels is adequate liquidity
in a Bank's portfolio. The liquidity ratio, net cash and short-term and
marketable assets as a percentage of net deposits and short-term liabilities, is
used as the measure with a desired range of twenty to twenty five percent.
Bancorporation's liquidity ratio at year end 1994 was 30.76%, well above the
minimum acceptable level.
Management of interest rate risk involves maintaining an appropriate balance
between interest-sensitive assets and interest-bearing liabilities, and reducing
Bancorporation's risk of major changes in net interest income in periods of
rapidly changing interest rates. The difference between interest-sensitive
assets and interest-sensitive liabilities is referred to as the interest rate
sensitivity gap. A negative gap (interest-sensitive liabilities greater than
interest-sensitive assets) in periods when interest rates are declining will
tend to increase net interest income. Likewise, a negative gap in periods when
interest rates are rising will tend to reduce net interest income. The net
cumulative gap position reflects Bancorporation's sensitivity to interest rate
changes over time. This calculation is a static measure and is not a prediction
of net interest income.
The twelve month gap position of Bancorporation was negative throughout 1994
yet remained within the acceptable parameters listed in our Statement of Funds
Management Policy. Management continues to seek ways to balance the gap
position and reduce exposure to interest rate fluctuations. Closely monitoring
the volume of new fixed rate commercial loans and promotion of our equity line
product have produced positive results in this effort and management will
continue to pursue these alternatives in 1995.
13
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
TABLE 17: INTEREST-SENSITIVITY ANALYSIS AS OF DECEMBER 31, 1994 (Dollars in thousands)
Non-Rate
1-30 31-90 91-180 181-365 Sensitive
Days Days Days Days and Over
Sensitive Sensitive Sensitive Sensitive One Year TOTAL
<S> <C> <C> <C> <C> <C> <C>
Earning Assets:
Loans, net of unearned income........... $340,657 $ 37,924 $ 46,130 $ 74,480 $ 437,834 $ 937,025
Investment securities................... 54,736 44,590 68,366 115,700 203,289 486,681
Temporary investments.................. 13,950 13,950
Total earning assets................. $409,343 $ 82,514 $ 114,496 $ 190,180 $ 641,123 $1,437,656
Interest-Bearing Liabilities:
Savings and core time deposits.......... $100,541 $ 147,643 $ 225,299 $ 321,894 $ 304,036 $1,099,413
Time deposits of $100,000 and over...... 11,600 13,587 11,258 19,473 15,886 71,804
Short-term debt......................... 75,916 75,916
Long-term debt.......................... 13,400 13,400
Total interest-bearing liabilities... 201,457 161,230 236,557 341,367 319,922 1,260,533
Other sources - net..................... 177,123 177,123
Total sources - net.................... $201,457 $ 161,230 $ 236,557 $ 341,367 $ 497,045 $1,437,656
Interest-sensitivity gap................ $207,886 $ (78,716) $ (122,061) $ (151,187) $ 144,078
Cumulative interest-sensitive gap....... $207,886 $ 129,170 $ 7,109 $ (144,078)
</TABLE>
Assets and liabilities with maturities of one year or less and those that
may be adjusted within this period are considered interest-sensitive. The
interest-sensitivity position has meaning only as of the date for which it was
prepared.
EARNINGS AND BALANCE SHEET ANALYSIS - 1993 COMPARED TO 1992: (Dollars in
thousands)
Net income was $13,004 in 1993 up 7.46% from $12,101 earned in 1992.
Earnings per share was $13.57 compared to $12.61 in 1992. Return on average
assets was .88% in both 1993 and 1992.
Net interest income totaled $61,713 in 1993 increasing 7.97% from the
$57,157 level recorded in 1992. The net interest margin increased to 4.75% from
4.71% in 1992 due to increasing spreads on interest-earning assets and rates
paid on deposits and borrowings.
The provision for loan losses was $3,927 in 1993 compared to the 1992
provision of $4,161. A decline in charge offs and an increase in recoveries
affected this provision. The reserve for loan losses totaled $18,061, equaling
2.05% of gross loans and 374.17% of problem assets (nonperforming loans and
other real estate) at year end 1993 compared to 2.05% and 330.39% at the end of
the previous year.
Average loans increased 7.45% to $831,335 in 1993 up from $773,722 in the
preceding year. The majority of growth occurred in the consumer loan portfolio,
especially in one-to-four family residential loans. Investment securities
averaged $474,136 in 1993 increasing by $35,015 or 7.97% over the previous year
end. Average temporary investments in federal funds decreased from $11,423 in
1992 to $10,922 in 1993 and represented .92% and .82% of average earning assets
in 1992 and 1993, respectively.
Total deposits averaged $1,310,207 in 1993, an increase of $85,672 or 7.00%
over 1992. Core deposits increased $61,446 or 5.10% to $1,266,715 at year end
1993. The majority of the growth occurred in demand deposits.
Noninterest income declined 3.47% to $18,724 in 1993 compared to $19,398 in
1992. Noninterest expense in 1994 amounted to $57,441, representing a 5.38%
increase over 1992. Intangible assets totaled $14,584 in 1993 which represents
a $2,891 decrease from $17,475 at year end 1992.
The average leveraged capital ratio was 4.85% in 1993, up from 4.10% in
1992. Total equity capital equaled 5.55% of total assets at year end 1993
compared to 4.99% one year before.
ACCOUNTING MATTERS:
In May 1993, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 114, "Accounting by Creditors for Impairment of a Loan," which is effective
for fiscal years beginning after December 15, 1994, with early adoption
permitted. SFAS No. 114 specifies how allowances for credit losses related to
certain impaired loans should be determined and generally requires impairment to
be measured on the basis of discounted expected cash flows. In October 1994,
FASB issued SFAS No. 118, "Accounting by Creditors for Impairment of a Loan -
Income Recognition and Disclosures," which amends the income recognition
requirements of SFAS No. 114. Bancorporation adopted SFAS No. 114 and SFAS No.
118 as of January 1, 1995. The impact of adoption of SFAS No. 114 and SFAS No.
118 on Bancorporation's consolidated financial statements was not material.
14
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
SELECTED UNAUDITED QUARTERLY FINANCIAL DATA: (Dollars in thousands - except per share data)
First Quarter Second Quarter
1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Interest income and fees................. $ 23,921 $ 25,160 $ 26,294 $ 24,484 $ 25,252 $ 26,129
Interest expense......................... (9,097) (10,134) (13,216) (9,730) (9,701) (12,216)
Net interest margin...................... 14,824 15,026 13,078 14,754 15,551 13,913
Provision for loan losses................ (298) (975) (383) (860) (482) (1,153)
Noninterest income....................... 4,482 4,532 4,596 4,629 4,720 4,248
Noninterest expense...................... (15,018) (13,827) (13,248) (14,908) (14,090) (12,948)
Income before income taxes and
cumulative effective of a change in
accounting principle.................... 3,990 4,756 4,043 3,615 5,699 4,060
Applicable income taxes.................. (1,289) (1,820) 1,392 (1,243) (1,979) (1,505)
Income before cumulative effect of a
change in accounting principle.......... 2,701 2,936 2,651 2,372 3,720 2,555
Cumulative effect on prior years (to
12/31/92) of changing to a different
method of accounting for income taxes... 221
Net income............................... $ 2,701 $ 3,157 $ 2,651 $ 2,372 $ 3,720 $ 2,555
Earnings per common share:
Income before cumulative effect of a
change in accounting principle.......... $ 2.81 $ 3.06 $ 2.76 $ 2.46 $ 3.89 $ 2.65
Cumulative effect on prior years (to
12/31/92) of changing to a different
method of accounting for income taxes... .23
Net income per common share.............. $ 2.81 $ 3.29 $ 2.76 $ 2.46 $ 3.89 $ 2.65
</TABLE>
<TABLE>
<CAPTION>
Third Quarter Fourth Quarter
1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Interest income and fees................. $ 25,297 $ 24,903 $ 26,204 $ 26,071 $ 24,824 $ 25,796
Interest expense......................... (10,640) (9,307) (11,347) (11,354) (9,284) (10,488)
Net interest margin...................... 14,657 15,596 14,857 14,717 15,540 15,308
Provision for loan losses................ (485) (428) (1,345) (915) (2,043) (1,279)
Noninterest income....................... 4,697 4,593 4,432 4,868 4,880 6,122
Noninterest expense...................... (15,220) (14,765) (13,970) (15,106) (14,759) (14,343)
Income before income taxes and
cumulative effect of a change in
accounting principle.................... 3,649 4,996 3,974 3,564 3,618 5,808
Applicable income taxes.................. (1,204) (1,662) (1,378) (1,233) (825) (1,509)
Income before cumulative effect of a
change in accounting principle.......... 2,445 3,334 2,596 2,331 2,793 4,299
Cumulative effect on prior years (to
12/31/92) of changing to a different
method of accounting for income taxes...
Net income............................... $ 2,445 $ 3,334 $ 2,596 $ 2,331 $ 2,793 $ 4,299
Earnings per common share:
Income before cumulative effect of a
change in accounting principle.......... $ 2.55 $ 3.48 $ 2.70 $ 2.42 $ 2.91 $ 4.50
Cumulative effect on prior years (to
12/31/92) of changing to a different
method of accounting for income taxes...
Net income per common share.............. $ 2.55 $ 3.48 $ 2.70 $ 2.42 $ 2.91 $ 4.50
</TABLE>
15
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
REPORT OF MANAGEMENT
The consolidated financial statements of First Citizens Bancorporation of
South Carolina, Inc. and other financial information presented in the annual
report were prepared by management which is responsible for the integrity of the
information presented. The statements have been prepared in conformity with
generally accepted accounting principles appropriate in the circumstances, and
include amounts that are based on management's best estimates and judgment.
Bancorporation's independent accountants, Price Waterhouse LLP, are engaged
to provide an objective, independent review as to the fairness of reported
operating results and financial condition. They have an understanding of
Bancorporation's accounting and financial controls and conduct such tests and
related procedures as they deem appropriate to arrive at an opinion on the
fairness of the financial statements. Their opinion is included as a part of
this annual report. Management has made available to Price Waterhouse LLP all
Bancorporation's financial records and related data, as well as the minutes of
stockholders' and directors' meetings. Management believes that its
representations made to Price Waterhouse LLP during the audit were valid and
appropriate.
Bancorporation maintains accounting and control systems which management
believes provide reasonable assurance that financial records are adequate and
can be relied upon to permit the preparation of financial statements in
conformity with generally accepted accounting principles and that assets are
protected from unauthorized use or disposition. Management recognizes the
limitations inherent in any system of internal control, as the cost of controls
should not exceed the benefits derived. Management believes Bancorporation's
system provides an appropriate balance and is adequate to accomplish the
objectives discussed herein.
In order to monitor compliance with its system of controls, Bancorporation
maintains an internal audit program that assesses the effectiveness of internal
controls and recommends possible improvements thereto. Management has
considered the internal auditors' and Price Waterhouse LLP's recommendations
concerning Bancorporation's system of internal control and has taken actions
that are believed to respond appropriately to these recommendations.
The Audit Committee of the Board of Directors meets regularly with
management, the internal auditors and the independent accountants to review
audit scopes, audit reports, and fee arrangements of the independent
accountants. Both internal auditors and independent accountants have access to
the Audit Committee without any management present in the discussions.
Independent accountants are recommended by the Audit Committee for selection by
the Board of Directors.
The management of Bancorporation is committed to a philosophy of high
ethical standards in the conduct of its business. Written policies covering
conflicts of interest, community affairs, and other subjects are formulated in a
Code of Conduct, which is uniformly applicable to all officers and employees of
Bancorporation.
REPORT OF INDEPENDENT ACCOUNTANTS
(Logo - Price Waterhouse LLP)
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
OF FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of changes in stockholders' equity and of
cash flows present fairly, in all material respects, the financial position of
First Citizens Bancorporation of South Carolina, Inc. and its subsidiary at
December 31, 1994 and 1993, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of Bancorporation's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Note 1 to the consolidated financial statements,
Bancorporation changed its method of accounting for certain investments in debt
and equity securities in 1994 and its method of accounting for income taxes in
1993.
(Signature - Price Waterhouse LLP)
PRICE WATERHOUSE LLP
Columbia, South Carolina
January 19, 1995
16
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except par value)
December 31,
1994 1993
<S> <C> <C>
ASSETS
Cash and due from banks (Note 2)............................ $ 89,814 $ 96,442
Interest-bearing deposits in financial institutions......... 13,950 14,950
Investment securities (Notes 1 and 3):
Held-to-maturity , at amortized cost (fair value of $
470,235 in 1994)......................................... 476,143
Available-for -sale, at fair value (amortized cost of $
3,984 in 1994)........................................... 10,539
Investment securities at amortized cost (market value of
$478,884 in 1993)........................................ 467,977
Total investment securities............................... 486,681 467,977
Gross loans (Note 4):....................................... 937,025 881,003
Less: Reserve for loan losses (Note 5).................... (19,249) (18,061)
Net loans................................................... 917,776 862,942
Premises and equipment (Note 6)............................. 40,941 36,853
Other real estate owned..................................... 270 410
Interest receivable......................................... 12,126 10,651
Intangible assets........................................... 15,618 14,584
Other assets................................................ 12,005 14,169
TOTAL ASSETS............................................. $1,589,181 $1,518,978
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits (Note 7):
Demand..................................................... $ 215,301 $ 208,606
Time and savings........................................... 1,171,217 1,127,760
Total deposits............................................. 1,386,518 1,336,366
Federal funds purchased..................................... 11,500 8,000
Securities sold under agreements to repur chase............. 64,416 63,206
Term loan (Note 9).......................................... 13,400 14,400
Other liabilities........................................... 15,322 12,769
Total Liabilities........................................ 1,491,156 1,434,741
Stockholders' Equity (Note 10):
Preferred stock............................................ 3,282 3,282
Non-voting common stock - $5.00 par value, authorized
1,000,000;
issued and outstanding 1994 - 50,720 and 1993 -
52,720.................................................. 254 264
Common stock - $5.00 par value, authorized 2,000,000
issued and
outstanding 1994 and 1993 - 892,813....................... 4,464 4,464
Surplus.................................................... 55,000 55,000
Undivided profits.......................................... 30,765 21,227
Unrealized gain on investment securities available for
sale, net of taxes....................................... 4,260
Total Stockholders' Equity.............................. 98,025 84,237
Commitments and contingencies (Note 12)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............... $1,589,181 $1,518,978
</TABLE>
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands, except per share data)
Year Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans................................. $ 75,846 $ 73,922 $ 75,186
Investment securities:
Taxable.................................................. 20,290 22,870 26,258
Non-taxable............................................... 2,341 2,167 1,660
Interest-bearing deposits in financial institutions........ 832 849 899
Federal funds sold......................................... 464 331 421
99,773 100,139 104,424
INTEREST EXPENSE:
Deposits (Note 7).......................................... 37,505 35,760 44,364
Short-term borrowings...................................... 2,291 1,591 1,638
Term loan (Note 9)......................................... 1,025 1,075 1,265
40,821 38,426 47,267
Net interest income......................................... 58,952 61,713 57,157
Provision for loan losses (Note 5).......................... 2,558 3,927 4,161
Net interest income after provision for loan losses......... 56,394 57,786 52,996
NONINTEREST INCOME:
Service charges on deposit accounts........................ 10,390 10,462 10,164
Fees for other customer services........................... 1,401 1,429 1,347
Mortgage servicing......................................... 1,700 2,013 1,580
Bankcard discount.......................................... 1,666 1,500 1,321
Gain on sale of mortgage-backed securities................. 1,332
Insurance premiums earned.................................. 972 1,016 1,515
Other...................................................... 2,547 2,304 2,139
18,676 18,724 19,398
NONINTEREST EXPENSE:
Salaries and employee benefits (Note 11)................... 27,592 26,542 24,720
Net occupancy expense of premises (Note 6)................. 3,340 3,494 3,391
Furniture and equipment expense (Note 6)................... 4,807 6,282 5,576
Stationery and supplies.................................... 1,115 1,290 1,488
FDIC insurance assessments................................. 3,020 3,271 2,645
Telephone................................................. 1,306 1,287 1,455
Consultant contracts....................................... 373 487 1,282
Amortization of intangibles................................ 4,128 3,748 3,096
Bankcard processing fees................................... 1,839 1,894 1,708
Data processing fees....................................... 4,341 693 395
Other...................................................... 8,391 8,453 8,752
60,252 57,441 54,508
Income before income taxes and cumulative effect
of a change in accounting principle........................ 14,818 19,069 17,886
Applicable income tax expense (Note 8)...................... 4,969 6,286 5,785
Income before cumulative effect of a change in accounting
principle................................................. 9,849 12,783 12,101
Cumulative effect on prior years (to December 31, 1992) of
changing to a different method of accounting for income
taxes.................................................... 221
NET INCOME.................................................. $ 9,849 $ 13,004 $ 12,101
EARNINGS PER COMMON SHARE:
Income before cumulative effect of a change in accounting
principle................................................. $ 10.24 $ 13.34 $ 12.61
Cumulative effect on prior years (to December 31, 1992) of
changing to a different method of accounting for income
taxes.................................................... .23
NET INCOME.................................................. $ 10.24 $ 13.57 $ 12.61
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING.................. 944,799 945,533 945,914
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands)
Non- Unrealized Total
Voting Voting Gain On Stock-
Preferred Common Common Undivided Investment holders'
Stock Stock Stock Surplus Profits Securities Equity
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1991....... $3,426 $267 $4,464 $40,000 $ 11,426 $59,583
Net income......................... 12,101 12,101
Preferred stock dividends.......... (175) (175)
Reacquired preferred stock......... (126) 61 (65)
Reacquired non-voting
common stock...................... (3) (25) (28)
BALANCE AT DECEMBER 31, 1992....... 3,300 264 4,464 40,000 23,388 71,416
Net income......................... 13,004 13,004
Preferred stock dividends.......... (172) (172)
Transfer to surplus............... 15,000 (15,000) 0
Reacquired preferred stock......... (18) 7 (11)
BALANCE AT DECEMBER 31, 1993....... 3,282 264 4,464 55,000 21,227 84,237
Unrealized gain on investment
securities available-for-sale,
net of tax at January 1, 1994
(Notes 1 and 3)................... $3,967 3,967
Net income......................... 9,849 9,849
Preferred stock dividends.......... (171) (171)
Reacquired non-voting
common stock...................... (10) (140) (150)
Change in unrealized gain
on investment securites
available-for -sale, net of tax... 293 293
BALANCE AT DECEMBER 31, 1994....... $3,282 $254 $4,464 $55,000 $ 30,765 $4,260 $98,025
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
Year Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................. $ 9,849 $ 13,004 $ 12,101
Adjustments to reconcile net income to net cash provided
by
operating activities:
Provision for loan losses................................ 2,558 3,927 4,161
Depr eciation and amortization........................... 8,457 8,624 7,675
(Accretion) amortization of investment securities........ (41) 1,602 1,898
Deferred income tax benefit.............................. 379 (868) (1,532)
Gains on sales of mortgage-backed securities............. (1,332)
Gains on sales of premises and equipment................. (100) (87) (112)
(Increase) decrease in interest income accrued, not
collected.............................................. (1,475) 815 (260)
Increase (decrease) in accrued interest payable......... 1,344 (1,796) (2,133)
Origination of loans held for resale..................... (36,001) (73,728) (46,772)
Proceeds from sales of loans held for resale............. 38,134 71,424 46,572
Gains on sales of loans held for resale.................. (226) (817) (422)
(Increase) decrease in other assets...................... (491) (1,365) 876
Increase (decrease) in other liabilities................ 1,209 (909) (1,966)
Other operating activities............................... 42 278
NET CASH PROVIDED BY OPERATING ACTIVITIES................ 23,638 19,826 19,032
CASH FLOWS FROM INVESTING ACTIVITIES:
Net increase in loans...................................... (59,299) (71,156) (62,151)
Proceeds from sales of mortgage-backed securities.......... 31,090
Proceeds from maturities of investment securities, held-
to-maturity.............................................. 298,526 180,028 125,854
Purchases of investment securities, held-to-maturity....... (310,675) (190,675) (212,732)
Net decrease in interest-bearing deposits.................. 1,000 750 600
Proceeds from sales of premises and equipment.............. 478 246 216
Purchases of premises and equipment........................ (8,814) (6,237) (4,752)
Decrease (increase) in other real estate owned............ 140 (94) (126)
Increase in intangible assets............................. (5,162) (857) (4,362)
NET CASH USED IN INVESTING ACTIVITIES..................... (83,806) (87,995) (126,363)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits................................... 50,152 53,241 111,079
Incr ease (decrease) in federal funds purchased and
securities
sold under agreements to repur chase...................... 4,709 25,804 (2,288)
Maturities of subordinated notes and term loan............. (1,000) (1,000) (3,300)
Cash dividends paid........................................ (171) (172) (175)
Reacquired preferred stock................................. (11) (66)
Reacquired common stock.................................... (150) (28)
NET CASH PROVIDED BY FINANCING ACTIVITIES................. 53,540 77,862 105,222
(DECREASE) INCREASE IN CASH AND DUE FROM BANKS.............. (6,628) 9,693 (2,109)
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR................ 96,442 86,749 88,858
CASH AND DUE FROM BANKS AT END OF YEAR...................... $ 89,814 $ 96,442 $ 86,749
Supplemental disclosures of cash flow information:
Interest paid.............................................. $ 39,477 $ 40,222 $ 49,400
Income taxes paid.......................................... $ 3,362 $ 7,692 $ 6,715
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND
SUBSIDIARY ("BANCORPORATION")
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. ("PARENT")
FIRST-CITIZENS BANK AND TRUST COMPANY OF SOUTH CAROLINA AND
SUBSIDIARIES ("BANK")
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Dollars in thousands)
The accounting and reporting policies of First Citizens Bancorporation of
South Carolina, Inc. and its subsidiary, First-Citizens Bank and Trust Company
of South Carolina, reflect industry practices and conform to generally accepted
accounting principles in all material respects.
Certain minor amounts in prior years have been reclassified to conform to
the 1994 presentation.
PRINCIPLES OF CONSOLIDATION:
The consolidated financial statements include the accounts of First Citizens
Bancorporation of South Carolina, Inc. and the consolidated financial statements
of its wholly-owned subsidiary, First-Citizens Bank and Trust Company of South
Carolina, and its wholly-owned subsidiaries, First Citizens Mortgage Corporation
of South Carolina and Wateree Life Insurance Company. All significant
intercompany accounts and transactions have been eliminated.
Assets held by the Bank in trust or in other fiduciary capacities are not
assets of the Bank and are not included in the accompanying consolidated
financial statements.
INVESTMENT SECURITIES:
Effective January 1, 1994, Bancorporation adopted SFAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities". SFAS No. 115 requires
that investments in certain equity securities that have readily determinable
fair values and all investments in debt securities be classified in three
categories: held-to-maturity securities reported at amortized cost; trading
securities reported at fair value, with unrealized gains and losses included in
earnings; and available-for-sale securities reported at estimated fair value,
with unrealized gains and losses excluded from earnings and reported as a
separate component of stockholders' equity. Management has reviewed the
investment securities portfolio and classified all debt securities as held-to-
maturity as Bancorporation has both the positive intent and the ability to hold
its debt investments to maturity. These securities are carried at amortized
cost in the accompanying consolidated financial statements. In addition, in
accordance with SFAS No. 115, all equity securities are classified as available-
for-sale and are carried at estimated fair value with unrealized gains and
losses included as a component of stockholders' equity on an after-tax basis.
See Note 3 for further details on the impact of adopting SFAS No. 115.
Securities gains of $1,332 were recognized in 1992 on the sale of mortgage-
backed securities and certain other securities and were reported as a component
of noninterest income on the specific identification method.
LOANS AND RESERVE FOR LOAN LOSSES:
Loans are carried at their principal amount outstanding. Interest on
commercial, mortgage, credit card and simple interest installment loans is
accrued and recognized in operating income based upon the principal amount
outstanding. Loan origination fees and direct loan origination costs are
deferred and amortized over the estimated lives of the related loans as a yield
adjustment. Unamortized net deferred loan costs included in loans at December
31, 1994 and 1993 were $1,184 and $1,242, respectively.
In many lending transactions, collateral is obtained to provide an
additional measure of security. Generally, the cash flow and earnings power of
the borrower represent the primary source of repayment and collateral is
considered as an additional safeguard on an acceptable risk. The need for
collateral is determined on a case-by-case basis after considering the current
and prospective credit worthiness of the borrower, terms of the lending
transaction and economic conditions.
The accrual of interest is generally discontinued, except for installment
and credit card loans, when substantial doubt exists as to the collectability of
principal and interest or when a loan is 90 days past due as to interest or
principal. Generally, accrual of income on installment and credit card loans is
discontinued and the loans are charged off after a delinquency of 120 days for
unsecured loans and 180 days for secured loans and credit card loans.
Loans or the portion thereof considered uncollectable are charged to the
reserve for loan losses. The provision for loan losses is the amount required
to maintain the reserve for loan losses at adequate levels based upon
management's evaluation of factors which deserve current recognition. Factors
considered by management include the Bank's past loan loss experience,
composition of the loan portfolio and anticipated economic conditions including
the effect on particular industries and specific borrowers. Management
evaluates each major loan that has been identified as being questionable as to
its ultimate repayment, including loans mentioned in examinations made by
regulatory authorities.
In May 1993, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 114, "Accounting by Creditors for Impairment of a Loan," which is effective
for fiscal years beginning after December 15, 1994, with early adoption
permitted. SFAS No. 114 specifies how allowances for credit losses related to
certain impaired loans should be determined and generally requires impairment to
be measured on the basis of discounted expected cash flows. In October 1994,
FASB issued SFAS No. 118, "Accounting by Creditors for Impairment of a Loan -
Income Recognition and Disclosures," which amends the income recognition
requirements of SFAS No. 114. Bancorporation adopted SFAS No. 114 and SFAS No.
118 as of January 1, 1995. The impact of adoption of SFAS No. 114 and SFAS No.
118 on Bancorporation's consolidated financial statements was not material.
PREMISES AND EQUIPMENT:
Bank premises and equipment are reported at cost less accumulated
depreciation. Depreciation is included in noninterest expense over the
estimated useful lives of the assets (generally ten to forty years for buildings
and improvements, and three to ten years for furniture and equipment).
Leasehold improvements are capitalized and amortized to noninterest expense over
the terms of the leases or the estimated useful lives of the improvements,
whichever is shorter. Depreciation and amortization are calculated using
straight-line and accelerated methods. Maintenance, repairs and minor
improvements are included in noninterest expense as incurred. Major
improvements are capitalized. Gains or losses upon retirement or other
dispositions are included in the results of operations.
NOTE 1 (CONTINUED ON PAGE 22)
21
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 1 (CONTINUED FROM PAGE 21)
OTHER REAL ESTATE OWNED:
Other real estate owned consists of real property acquired through
foreclosure or deed in lieu of foreclosure and is carried at the lower of cost
or fair value minus estimated selling costs. When property is acquired, the
asset is recorded at its fair value (which defines the new "cost basis") and an
allowance for estimated selling costs is provided. The allowance for other real
estate owned is adjusted for increases or decreases in the fair value of the
assets and the allowance may not be reduced below zero.
INTANGIBLE ASSETS:
Goodwill and deposit based premium amounts are amortized over the expected
lives of the related assets (generally 5 to 12 years) using the straight-line
method of amortization. Purchased mortgage servicing rights are amortized in
proportion to estimated net servicing revenue expected to be recognized over the
average estimated remaining lives of the related loans (generally 8 to 10
years). The unamortized balance of purchased mortgage servicing rights was
$2,942 and $3,521 for 1994 and 1993, respectively.
INCOME TAXES:
Effective January 1, 1993, Bancorporation adopted SFAS No. 109, "Accounting
for Income Taxes". Bancorporation had previously recorded income tax expense in
accordance with Accounting Principles Board No. 11, "Accounting for Income
Taxes." See Note 8 for further discussion of the impact of the adoption of SFAS
No. 109. Pursuant to SFAS No. 109, deferred tax assets and liabilities are
recognized for the estimated future tax consequences of temporary differences
between the carrying amounts and tax bases of assets and liabilities. Deferred
tax assets and liabilities are measured using the enacted tax rate expected to
apply to taxable income in the period in which the deferred tax assets and
liabilities are expected to be realized or settled.
PENSION PLAN:
The Bank provides a noncontributory defined benefit pension plan covering
substantially all Bank employees. Costs of the plan are funded annually on an
actuarial basis to provide the trust fund with assets sufficient to meet the
obligation of future benefits to be paid to the plan members. The annual
contribution is sufficient to fund the normal plan costs on a current basis and
fund the initial past service liability over forty years.
EARNINGS PER SHARE:
Earnings per share are computed using the weighted average number of voting
and non-voting common shares outstanding divided into net income reduced by
total dividends declared on all series of preferred stocks.
FINANCIAL INSTRUMENTS:
In October 1994, the FASB issued SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments". SFAS No. 119
requires disclosures about derivative financial instruments - futures, forward,
swap and option contracts, and other financial instruments with similar
characteristics. SFAS No. 119 is effective for fiscal years ending after
December 15, 1994. Bancorporation has adopted SFAS No. 119 as of December 31,
1994. Bancorporation does not hold any derivative financial instruments, with
the exception of certain commitments to extend credit, standby letters of credit
and commitments on mortgage loans held for resale (See Notes 12 and 14).
Generally, the Bank charges a fee to the customer to extend these commitments as
part of its normal banking activities. These fees are initially deferred and
included in loans in the Consolidated Balance Sheet. Ultimately, such fees are
recorded as an adjustment of yield over the related loan's life or, if the
commitment expires unexercised, recognized in income upon expiration of the
commitment.
NOTE 2 - CASH AND DUE FROM BANKS (Dollars in thousands)
The Bank is required to maintain reserve balances with the Federal Reserve
Bank of Richmond. The average reserve balance for the year ended December 31,
1994 was approximately $20,843. At December 31, 1994, approximately $23,935 in
cash balances were restricted in use as a compensating balance.
NOTE 3 - INVESTMENT SECURITIES (Dollars in thousands)
Effective January 1, 1994, Bancorporation adopted SFAS No. 115 and recorded
a $4,260 increase in stockholders' equity representing the net unrealized gain
($6,555, net of income taxes of $2,295) recorded on approximately $3,984 of
equity securities classified as available-for-sale and carried at fair value
(See Note 1). In prior years, these equity securities were recorded at
amortized cost.
Securities with aggregate par value of $244,195 at December 31, 1994 were
pledged to secure public funds deposits, securities sold under agreements to
repurchase, and for other purposes as required by law. There were no sales of
investment securities in 1994 and 1993.
The amortized cost, estimated fair value and contractual maturities of
investment securities at December 31, 1994 and the amortized cost, market value
and contractual maturies at December 31, 1993 are as follows:
NOTE 3 (CONTINUED ON PAGE 23)
22
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 3 (CONTINUED FROM PAGE 22)
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Held-to-Maturity at December 31, 1994:
U. S. Government obligations:
Within 1 year....................................... $268,991 $ 4 $ (3,160) $265,835
After 1 year but within 5 years..................... 166,935 (3,422) 163,513
Total............................................... 435,926 4 (6,582) 429,348
States and political subdivisions:
Within 1 year....................................... 3,870 8 3,878
After 1 year but within 5 years..................... 16,111 136 (4) 16,243
After 5 years but within 10 years................... 14,467 236 (1) 14,702
After 10 years...................................... 5,537 304 5,841
Total............................................... 39,985 684 (5) 40,664
Other securities:
Within 1 year....................................... 22 22
After 1 year but within 5 years..................... 100 (4) 96
After 5 years but within 10 years................... 60 (5) 55
After 10 years...................................... 50 50
Total............................................... 232 (9) 223
TOTAL HELD-TO-MATURITY AT DECEMBER 31, 1994....... $476,143 $ 688 $ (6,596) $470,235
Available-for -Sale at December 31, 1994:
Marketable equity securities........................ $ 3,984 $6,572 $ (17) $ 10,539
TOTAL AVAILABLE-FOR -SALE AT DECEMBER 31,
1994............................................ $ 3,984 $6,572 $ (17) $ 10,539
</TABLE>
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Investment Securities at Amortized Cost at December 31,
1993:
U. S. Government obligations:
Within 1 year............................................ $ 256,052 $ 1,501 $257,553
After 1 year but within 5 years.......................... 155,321 499 $ (185) 155,635
Total.................................................... 411,373 2,000 (185) 413,188
States and political subdivisions:
Within 1 year.............................................. 8,003 14 8,017
After 1 year but within 5 years.......................... 18,833 315 19,148
After 5 years but within 10 years........................ 16,077 448 16,525
After 10 years........................................... 9,639 930 10,569
Total.................................................... 52,552 1,707 54,259
Other securities......................................... 4,052 7,393 (8) 11,437
Total Investment Securities at Amortized Cost
at
December 31, 1993.................................... $ 467,977 $ 11,100 $ (193) $478,884
</TABLE>
NOTE 4 - LOANS (Dollars in thousands)
Gross loans are composed of the following:
<TABLE>
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
Real estate - construction............... $ 7,888 $ 18,952
Real estate - mortgage................... 562,687 509,314
Installment loans to individuals......... 269,693 253,874
Commercial, financial and agricultural... 96,757 98,863
$937,025 $881,003
</TABLE>
Loans for which the original contractual interest terms were reduced during
1994 and 1993 and nonaccrual loans were not material.
23
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 5 - RESERVE FOR LOAN LOSSES (Dollars in thousands)
Activity in the reserve for loan losses is summarized as follows:
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Balance at beginning of year................. $18,061 $16,589 $15,361
Loans charged off............................ (2,150) (3,202) (3,492)
Recoveries on loans previously charged off... 780 747 559
Provision for loan losses.................... 2,558 3,927 4,161
Balance at end of year....................... $19,249 $18,061 $16,589
</TABLE>
NOTE 6 - PREMISES AND EQUIPMENT (Dollars in thousands)
Premises and equipment are summarized as follows:
<TABLE>
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
Land.............................................. $ 12,134 $ 11,026
Buildings and improvements........................ 30,013 27,129
Furniture and equipment........................... 42,184 42,173
Leasehold improvements............................ 1,516 1,583
Construction in progress.......................... 3,273 102
89,120 82,013
Less: Accumulated depreciation and amortization... (48,179) (45,160)
$ 40,941 $ 36,853
</TABLE>
Provisions for depreciation and amortization of $4,329 in 1994, $4,876 in
1993 and $4,579 in 1992 are included in noninterest expense.
NOTE 7 - DEPOSITS (Dollars in thousands)
Deposits and related interest expense are summarized as follows:
<TABLE>
<CAPTION>
Deposits Interest Expense
December 31, Year Ended December 31,
1994 1993 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Demand.............................. $ 215,301 $ 208,606
Savings:
NOW accounts..................... 343,884 339,850 $ 7,106 $ 6,308 $ 7,538
Market rate accounts............. 271,869 263,399 7,658 7,201 8,635
Other............................ 52,086 46,265 1,824 1,520 1,556
Time:
Certificates of deposit in excess
of $100,000.................... 71,804 69,651 3,039 2,890 3,803
Other certificates of deposit.... 431,574 408,595 17,878 17,841 22,832
$1,386,518 $1,336,366 $37,505 $35,760 $44,364
</TABLE>
NOTE 8 - INCOME TAX EXPENSE (Dollars in thousands)
The components of consolidated income tax expense are as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Taxes currently payable:
Federal................ $4,100 $6,555 $ 6,793
State.................. 490 599 524
4,590 7,154 7,317
Deferred income taxes:
Federal................ 393 (859) (1,548)
State.................. (14) (9) 16
379 (868) (1,532)
$4,969 $6,286 $ 5,785
</TABLE>
NOTE 8 (CONTINUED ON PAGE 25)
24
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 8 (CONTINUED FROM PAGE 24)
Effective January 1, 1993, Bancorporation adopted SFAS No. 109, "Accounting
for Income Taxes." The implementation of SFAS No. 109 resulted in an increase in
Bancorporation's net deferred tax asset by $221. The benefit is reflected as a
cumulative effect of a change in accounting principle. The Omnibus Budget
Reconciliation Act of 1993 includes a number of provisions affecting
corporations including an increase in the corporate tax rate from 34% to 35% for
taxable income in excess of $10 million. The effect of the tax increase was to
increase the current portion of Bancorporation's tax expense by $190 and
increase the deferred tax benefit by $125, resulting from an adjustment to
Bancorporation's net deferred tax asset.
The significant components of Bancorporation's deferred tax liabilities and
assets recorded pursuant to SFAS No. 109, and included in "Other assets" in the
Consolidated Balance Sheet, are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, December 31, January 1,
1994 1993 1993
<S> <C> <C> <C>
Deferred tax liabilities:
Tax depreciation over book................................ $ 396 $ 409 $ 597
Interest income, accretion recor ded for book not
taxed until realized.................................... 210 197 106
Deferred loan fees and costs.............................. 414 435 306
Pension costs for tax greater than book................... 759 652 510
Prepaid FDIC insurance premium............................ 539
Mark-to-market of equity securities....................... 2,295
Other, net................................................ 262 223 545
Total deferred tax liabilities............................ 4,875 1,916 2,064
Deferred tax assets:
Allowance for loan losses................................. 6,638 6,154 5,586
T ax net operating loss carryforwards..................... 182 280 278
Employee severance and retir ement benefits............... 318 569 560
Other , net............................................... 717 402 259
Gross deferred tax assets................................. 7,855 7,405 6,683
Less deferred tax asset valuation allowance............... (182) (280) (278)
Total deferred tax assets................................. 7,673 7,125 6,405
Net deferred tax assets................................... $ 2,798 $ 5,209 $ 4,341
</TABLE>
SFAS No. 109 requires that a valuation allowance be provided if it is more
likely than not that the tax benefits associated with temporary differences,
including net operating loss carryforwards (NOLs), will not be realized. The
Parent had NOLs of $801 at January 1, 1994 of which $182 expired during 1994.
The remaining NOLs of $619 at December 31, 1994 are available to offset the
Parent's future taxable income. Included as a component of Bancorporation's
gross deferred tax assets at December 31, 1994 and 1993 and January 1, 1993 is
$182, $280 and $278, respectively, representing the estimated tax benefits of
the NOLs. The NOLs will expire in 1995 and 1996. Management has recorded a
valuation allowance for the deferred tax asset related to the NOLs due to the
uncertainty as to the Parent's ability (on a stand-alone basis) to generate
future taxable income sufficient to realize the tax benefits of the NOLs before
their expiration. There are no valuation allowances provided for any of
Bancorporation's other deferred tax assets based on management's belief that it
is more likely than not that the deferred tax assets will be realized.
Total income tax expense differs from the amount of income tax determined
by applying the U. S. statutory federal income tax rate (35% in 1994 and 1993;
34% in 1992) to pretax income as a result of the following differences:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Tax expense at statutory rate.............................. $5,186 $6,674 $6,081
Incr ease (decrease) in taxes resulting from:
Non-taxable interest on investments..................... (966) (881) (702)
State income taxes, net of federal income tax
benefit............................................... 309 384 357
Other, net.............................................. 440 109 49
$4,969 $6,286 $5,785
</TABLE>
25
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 9 - TERM LOAN (Dollars in thousands)
The outstanding balance of the floating-rate term loan was $13,400 and
$14,400 at December 31, 1994 and 1993, respectively. The term loan agreement is
with an unrelated financial institution and provides an interest rate floor of
7.25% and a ceiling of 12% provided Bancorporation complies with the provisions
and covenants of the term loan agreement. At December 31, 1994, Bancorporation
was in compliance with such provisions and covenants and the rate on the term
loan was priced at 8.00%.
Principal maturities of the term loan for the five years subsequent to
December 31, 1994 are as follows:
1995 $1,700
1996 1,700
1997 2,500
1998 2,500
1999 2,500
Thereafter 2,500
NOTE 10 - STOCKHOLDERS' EQUITY (Dollars in thousands)
Each share of voting common stock and each share of preferred stock is
entitled to one vote on all matters on which stockhold ers vote. In certain
cases, South Carolina law provides for class voting of shares and for voting
rights of non-voting shares. Dividend rights of each series of preferred stock
are cumulative and upon liquidation each preferred stockholder is entitled to
payment of par value for each share owned before any distribution to holders of
common stock.
Each series of preferred stock may be redeemed by Bancorporation (all or any
part thereof), at its option, at par or stated value.
Par value and dividends paid for each series of preferred stock are
scheduled as follows:
<TABLE>
<CAPTION>
AUTHORIZED Authorized Authorized Cash
Par or Stated Value AND and and Dividend
Per Total at December 31, OUTSTANDING Outstanding Outstanding Per Share 1994,
Series Share 1994 1993 1992 1994 1993 1992 1993 and 1992
<C> <C> <C> <C> <C> <S> <C> <C> <C>
A $ 50 $ 415 $ 415 $ 415 8,305 8,305 8,305 $ 2.50
B 50 590 590 590 11,810 11,810 11,810 2.50
C 20 136 136 138 6,794 6,794 6,894 2.00
E 200 105 105 105 525 525 525 10.00
F 50 1,612 1,612 1,628 32,221 32,221 32,551 2.50
G 50 424 424 424 8,477 8,477 8,477 2.50
$3,282 $3,282 $3,300
</TABLE>
The Bank must obtain written approval from the South Carolina Board of
Financial Institutions prior to payment of dividends. Bancorporation's dividends
may be restricted by the requirements of the term loan agreement described in
Note 9, which requires that the Bank maintain a regulatory leveraged capital
ratio of 4.00%. At December 31, 1994, the Bank's leveraged capital ratio was
5.68%.
NOTE 11 - EMPLOYEE BENEFITS (Dollars in thousands)
The Bank has a noncontributory defined benefit pension plan which covers
substantially all of its employees. Retirement benefits under the plan are
based on an employee's length of service and highest annual average compensation
for five consecutive years during the last ten years of employment.
Contributions to the plan are based upon the projected unit credit actuarial
funding method and are limited to the amounts that are currently deductible for
tax reporting purposes.
The following table sets forth the plan's status at December 31:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligations, including vested
benefits
of $14,496 in 1994 and $10,593 in 1993................... $14,768 $11,104
Projected benefit obligation for service rendered to
date...................................................... $19,303 $15,931
Plan assets at fair value, primarily U. S. Government
obligations............................................... 16,602 15,354
Projected benefit obligation in excess of plan assets....... (2,701) (577)
Unrecognized prior service cost........................... 880 92
Unrecognized net loss..................................... 3,622 1,747
Unrecognized net asset being amortized over 15
years................................................... (22) (68)
Pension asset recor ded in consolidated balance sheet....... $ 1,779 $ 1,194
</TABLE>
NOTE 11 (CONTINUED ON PAGE 27)
26
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 11 (CONTINUED FROM PAGE 26)
The following table sets forth the components of pension expense recognized
in Bancorporation's consolidated financial statements:
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Service costs................... $ 1,039 $ 864 $ 730
Interest costs.................. 1,207 1,093 960
Return on plan assets........... 20 (898) (850)
Net amortization and deferral... (1,245) (334) (257)
Net pension expense.......... $ 1,021 $ 725 $ 583
</TABLE>
The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation was 7.00% and 7.75% for December 31,
1994 and 1993, respectively. The rate of increase in future compensation used
was 5% and 6% as of December 31, 1994 and 1993, respectively. The related
expected long-term rate of return on plan assets was 8.50%.
The Bank has a contributory savings plan covering full-time employees who
elect to participate. The Bank matches 100% of the employees' contribution of
up to 3% of compensation and 50% of the employees' contribution of 4% to 6% of
compensation. The matching funds contributed by the Bank are 100% vested
immediately. Matching contributions provided by the Bank were $735 in 1994,
$718 in 1993 and $399 in 1992 and are included in salaries and employee benefits
expense. Bancorporation does not presently offer any postretirement benefits
other than pensions.
NOTE 12 - COMMITMENTS, CONTINGENCIES AND FINANCIAL INSTRUMENTS WITH OFF-
BALANCE-SHEET RISK (Dollars in thousands)
Substantially all furniture and equipment and most premises used to conduct
operations are owned by the Bank. The Bank leases (only under operating leases)
certain premises, land upon which branch facilities are located, and land used
for parking. The leases expire over the next 21 years, and most contain renewal
options from 5 to 25 years. Certain leases provide for periodic rate
negotiation or escalation. The leases generally provide for payment of property
taxes, insurance and maintenance costs by the Bank. Future minimum rental
payments required under the Bank's noncancelable leases are aggregated as
follows:
1995.......... $ 285
1996.......... 213
1997.......... 191
1998.......... 141
1999.......... 75
Later years... 151
$1,056
Rental expense, including month-to-month leases, reported in noninterest
expense was $378, $346 and $324 for the years ended December 31, 1994, 1993, and
1992, respectively. There are no contingent rentals, and the expense was more
than offset by sub-lease rental income of $570, $300 and $195 for the years
ended December 31, 1994, 1993, and 1992, respectively.
The Bank is a defendant in litigation arising out of normal banking
activities. In the opinion of management and the Bank's counsel, the ultimate
resolution of these matters will not have a material effect on the Bank's
financial position or results of operations.
The Bank is party to financial instruments with off-balance-sheet risk to
satisfy the financing needs of its borrowers. These financial instruments
include commitments to extend credit and standby letters of credit and financial
guarantees. The Bank does not anticipate any material losses as a result of
these transactions. A summary of the significant financial instruments with
off-balance-sheet risk at December 31, 1994, whose contract amounts represent
the associated credit risk, is as follows:
<TABLE>
<CAPTION>
Contract Amount at December 31,
1994 1993
<S> <C> <C>
Commitments to extend credit......................... $201,908 $163,140
Standby letters of credit and financial guarantees... 1,233 1,355
Total......................................... $203,141 $164,495
</TABLE>
Commitments to extend credit are agreements to lend to a borrower as long as
there is not a violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitments do not necessarily
represent future cash requirements. The Bank evaluates each borrower's credit
worthiness on a case-by-case basis using the same credit policies as for on-
balance-sheet financial instruments. The amount of collateral obtained, if
deemed necessary upon extension of credit, is based on management's credit
evaluation of the borrower. Collateral held varies but may include accounts
receivable, inventory, property plant and equipment and income producing
property.
Standby letters of credit and financial guarantees are conditional
commitments issued by the Bank to guarantee the performance of a borrower to a
third party. The evaluations of credit worthiness, consideration of need for
collateral and credit risk involved in issuing letters of credit is essentially
the same as that involved in extending loans to borrowers.
Most of the Bank's business activity is with customers located in South
Carolina. As of December 31, 1994, the Bank had no significant concentrations
of credit risk in the loan portfolio.
27
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 13 - RELATED PARTY TRANSACTIONS (Dollars in thousands)
The Bank has had, and expects to have in the future, banking transactions
in the ordinary course of business with its directors, officers, principal
stockholders and their associates on substantially the same terms (including
interest rates and collateral on loans) as those prevailing for comparable
transactions with others; however, subject to the completion of length of
service requirements and credit approval, all employees (except executive
officers) are eligible to receive reduced interest rates on extensions of
credit. The transactions do not involve more than the normal risk of
collectability or present other unfavorable features.
Aggregate balances and activity related to extensions of credit to officers,
directors and their associates were as follows:
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Balance at beginning of year.... $ 18,968 $ 20,906 $ 22,632
New loans and additions......... 22,239 19,068 19,626
Payments and other deductions... (21,009) (21,006) (21,352)
Balance at end of year.......... $ 20,198 $ 18,968 $ 20,906
</TABLE>
During 1994, the Bank entered into a contract with First Citizens Bank of
North Carolina for the purpose of outsourcing data processing services to
include items processing, deposits, loans, general ledger accounting and
statement rendering functions. Total expenses incurred under this contract
totalled $4,473. In the past, the Bank has had a correspondent banking
relationship with First Citizens Bank of North Carolina, which also acts as
investment custodian. Fees paid for this service were minimal for 1994, 1993
and 1992. Certain stockholders and directors of Bancorporation are also
stockholders and directors of First Citizens Bank of North Carolina and its
holding company.
NOTE 14 - DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS
(Dollars in thousands)
SFAS No. 107, "Disclosure About Fair Value of Financial Instruments" extends
existing fair value disclosure practices for some instruments by requiring
entities to disclose the fair value of financial instruments, both assets and
liabilities, recognized and not recognized in the statement of financial
position.
For Bancorporation, as for most financial institutions, approximately 95% of
its assets and liabilities are considered financial instruments as defined in
SFAS No. 107. Many of Bancorporation's financial instruments, however, lack an
available trading market as characterized by a willing buyer and willing seller
engaging in an exchange transaction. It is also Bancorporation's general
practice and intent to hold its financial instruments to maturity and not to
engage in trading or sales activities. Therefore, significant estimations and
present value calculations were used by Bancorporation for the purposes of this
disclosure. Such estimations involve judgments as to economic conditions, risk
characteristics and future expected loss experience of various financial
instruments and other factors that cannot be determined with precision.
Following is a description of the methods and assumptions used to estimate
the fair value of each class of Bancorporation's financial instruments:
CASH AND SHORT-TERM INVESTMENTS:
The carrying value is a reasonable estimation of fair value.
INVESTMENT SECURITIES:
Fair value is based upon quoted market prices, if available. If a quoted
market price is not available, fair value is estimated using quoted market
prices for similar securities.
LOANS:
For certain homogeneous categories of loans such as residential mortgages,
fair value is estimated using the quoted market prices for securities backed by
similar loans, adjusted for differences in loan characteristics. The fair value
for other types of loans is estimated by discounting the expected future cash
flows using the Bank's current interest rates at which loans would be made to
borrowers with similar credit risk. As the discount rates are based on current
loan rates as well as management estimates, the fair values presented may not
necessarily be indicative of the value negotiated in an actual sale.
DEPOSIT LIABILITIES:
The fair value of demand deposits, savings accounts and certain money market
deposits is the amount payable on demand at the reporting date. The fair value
of fixed-maturity certificates of deposit is estimated using the rates currently
offered for deposits of similar remaining maturities.
FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE:
The carrying value is a reasonable estimation of fair value.
TERM LOAN:
Rates currently available to Bancorporation for debt with similar terms and
remaining maturities are used to estimated fair value of existing debt.
NOTE 14 (CONTINUED ON PAGE 29)
28
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 14 (CONTINUED FROM PAGE 28)
COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT:
The fair value of commitments and letters of credit is based on fees
currently charged for similar agreements or on the estimated cost to terminate
them with the counterparties at the reporting date.
SFAS No. 107 requires entitles to disclose the fair value of off-balance-
sheet financial instruments for which it is practicable to estimate fair value.
The fair values of commitments to extend credit and standby letters of credit
are generally based upon fees charged to enter into similar agreements, taking
into account the remaining terms of the agreements and the counterparties'
credit standing. The estimated fair value of the Bank's off-balance-sheet
commitments is nominal since the committed rates approximate current rates
offered for commitments with similar rate and maturity characteristics and since
the estimated credit risk associated with such committments is not significant.
The carrying amounts and estimated fair values of Bancorporation's financial
instruments are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1994 December 31, 1993
ESTIMATED Estimated
CARRYING FAIR Carrying Fair
AMOUNT VALUE Amount Value
<S> <C> <C> <C> <C>
Financial assets:
Cash and federal funds sold........................... $ 89,814 $ 89,814 $ 96,442 $ 96,442
Interest-bearing deposits in financial
institutions........................................ 13,950 14,452 14,950 14,981
Investment securities................................. 486,681 480,774 467,977 478,884
Loans................................................. 937,025 930,558 881,003 896,120
Other earning assets..................................
Financial liabilities:
Deposits.............................................. 1,386,518 1,383,843 1,336,366 1,336,063
Federal funds purchased and securities
sold under agreements to repur chase................. 75,916 75,916 71,206 71,206
Term loan............................................. 13,400 13,702 14,400 14,482
</TABLE>
NOTE 15 - BANCORPORATION (Dollars in thousands)
Bancorporation's principal asset is the investment in its wholly-owned
subsidiary, the Bank, and the principal source of income of Bancorporation is
dividends from the Bank. The approval of the South Carolina State Board of
Financial Institutions is required for any dividends declared by a state bank.
Bancorporation's condensed balance sheet and the related condensed
statements of income and of cash flows are as follows:
BALANCE SHEET DATA
<TABLE>
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
ASSETS:
Cash............................................ $ 1,444 $ 897
Investment in the Bank.......................... 101,725 93,717
Other assets.................................... 10,740 4,267
TOTAL ASSETS.................................. $113,909 $98,881
LIABILITIES AND STOCKHOLDERS' EQUITY:
Term loan....................................... $ 13,400 $14,400
Other liabilities............................... 2,484 244
Stockholders' equity............................ 98,025 84,237
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY... $113,909 $98,881
</TABLE>
NOTE 15 (CONTINUED ON PAGE 30)
29
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 15 (CONTINUED FROM PAGE 29)
INCOME STATEMENT DATA
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
REVENUES:
Dividend income from the Bank............................ $2,183 $ 1,522 $ 1,612
Other.................................................... 360 348 353
2,543 1,870 1,965
EXPENSES:
Interest................................................. 1,022 1,074 1,136
Other.................................................... 17 3 22
1,039 1,077 1,158
Income before undistributed earnings of the Bank and
income taxes........................................... 1,504 793 807
Equity in undistributed earnings of the Bank............. 8,008 11,848 10,904
Income before income taxes.................................. 9,512 12,641 11,711
Applicable income tax benefit............................... 337 363 390
Net Income.................................................. $9,849 $13,004 $12,101
CASH FLOWS DATA
Year Ended December 31,
1994 1993 1992
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................. $ 9,849 $ 13,004 $ 12,101
Adjustments to reconcile net income to net
cash provided by operating activities:
Equity in undistributed earnings of the Bank............. (8,008) (11,848) (10,904)
Decrease (increase) in other assets...................... 82 21 (220)
Decrease in other liabilities............................ (55) (68) (24)
NET CASH PROVIDED BY OPERATING ACTIVITIES................... 1,868 1,109 953
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of term loan..................................... (1,000) (1,000) (800)
Purchase of stock........................................... (150) (11) (94)
Cash dividends paid......................................... (171) (171) (175)
NET CASH USED IN FINANCING ACTIVITIES.................... (1,321) (1,182) (1,069)
INCREASE (DECREASE) IN CASH................................. 547 (73) (116)
CASH AT BEGINNING OF YEAR................................... 897 970 1,086
CASH AT END OF YEAR......................................... $1,444 $ 897 $ 970
Supplemental disclosure of cash flow information:
Interest paid............................................ $1,024 $ 1,090 $ 1,139
</TABLE>
30
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
FIRST CITIZENS
BANCORPORATION
BOARD OF DIRECTORS
(Directors of First Citizens Bank
are identical to those of First Citizens
Bancorporation)
JIM B. APPLE* **
President,
First Citizens Bank and Trust Company of
South Carolina
President,
First Citizens Bancorporation of
South Carolina, Inc.
Columbia
RICHARD W. BLACKMON* **
Owner, Richard Blackmon Construction
Company, Lancaster
GEORGE H. BROADRICK***
Retired, Charlotte, NC
THOMAS E. BROGDON
Consultant,
First Citizens Bank and Trust Company of
South Carolina, Lancaster
WILLIAM M. FAULKNER, JR.
Consultant,
First Citizens Bank and Trust Company of
South Carolina, Sharon
LAURENS W. FLOYD***
President,
Dillon Provision Company, Inc., Dillon
CHARLES S. HALTIWANGER***
Retired, Columbia
WILLIAM E. HANCOCK, III
President, Hancock Buick Company,
Columbia
T. J. HARRELSON
Retired, Columbia
ROBERT B. HAYNES
Vice President and Secretary, C. W. Haynes
and Company, Inc., Columbia
WYCLIFFE E. HAYNES
Vice President, C.W. Haynes
and Company, Inc., Columbia
ALBERT R. HEYWARD, II
Retired, Columbia
CARMEN P. HOLDING
Atlanta, GA
FRANK B. HOLDING* **
Executive Vice Chairman,
First Citizens Bank and Trust Company,
Smithfield, NC
Executive Vice Chairman,
First Citizens BancShares, Inc.
Vice Chairman,
First Citizens Bank and Trust Company of
South Carolina
Vice Chairman,
First Citizens Bancorporation of
South Carolina, Inc.
DAN H. JORDAN
Farmer, Nichols
THOMAS W. LANE
Retired, Pawleys Island
RUSSELL A. MCCOY, JR.***
Consultant, State Development Board,
Columbia
E. HITE MILLER, SR.* **
Chairman
First Citizens Bank and Trust Company of
South Carolina
Chairman,
First Citizens Bancorporation of
South Carolina, Inc.
Columbia
N.WELCH MORRISETTE, JR.
Retired, Columbia
E. PERRY PALMER
President, E. P. Palmer Corporation,
Palmer Memorial Chapel, Columbia
J.WILLIAM PITTS, SR., MD
Retired, Columbia
BRUCE L. PLYLER
Retired, Lancaster
LLOYD H. ROWELL
Retired, Lancaster
WILLIAM E. SELLARS*
President, C.W. Haynes
and Company, Inc., Columbia
HENRY F. SHERRILL*
Attorney-at-Law, Columbia
JACK A. STANLEY***
Retired, Lake View
C. M.TUCKER, JR.
Retired, Pageland
*Member of the Executive Committee, First
Citizens Bancorporation and First Citizens
Bank
**Member of the Investment Committee, First
Citizens Bank
***Member of the Audit Committee, First
Citizens Bancorporation and First Citizens
Bank
DIRECTORS OF FIRST CITIZENS
MORTGAGE CORPORATION OF
SOUTH CAROLINA
JIM B. APPLE
President,
First Citizens Bank and Trust Company of
South Carolina
T. J. HARRELSON
Retired
FRANK B. HOLDING
Vice Chairman,
First Citizens Bank and Trust Company of
South Carolina
E. HITE MILLER, SR.
Chairman,
First Citizens Bank and Trust Company of
South Carolina
N.WELCH MORRISETTE, JR.
Retired
WILLIAM E. SELLARS
President,
C. W. Haynes and Company, Inc.
HENRY F. SHERRILL
Attorney-at-Law
JANIS B. SUMMERS
President,
First Citizens Mortgage Corporation of
South Carolina
DIRECTORS OF WATEREE
LIFE INSURANCE COMPANY
JAY C. CASE
President, Wateree Life Insurance Company
Senior Vice President/Controller
First Citizens Bank and Trust Company of
South Carolina
Treasurer and Chief Financial Officer
First Citizens Bancorporation of
South Carolina, Inc.
FRANK B. HOLDING
Vice Chairman,
First Citizens Bank and Trust Company of
South Carolina, Inc.
C.W. JONES
Senior Vice President,
First Citizens Bank and Trust Company of
South Carolina
LINDA C. KIDD
Vice President,
First Citizens Bank and Trust Company of
South Carolina
WILLIAM E. SELLARS
President,
C.W. Haynes and Company, Inc.
31
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
ORGANIZATION OF FIRST CITIZENS BANK
EXECUTIVE OFFICERS
E. HITE MILLER, SR.
Chairman
FRANK B. HOLDING
ViceChairman
JIM B.APPLE
President
WILLIAM K. BRUMBACH, JR.
Senior Vice President/Trust Director
JAY C.CASE
Senior Vice President/Controller
CHARLES D.COOK
Senior Vice President/Commercial Lending
Director
C.W. JONES
Senior Vice President/Consumer Lending
Director
JANIS B.SUMMERS
President, First Citizens Mortgage Corporation
MIKE E.TOOLE
Audit Director
E.W.WELLS
Senior Vice President/Secretary
REGIONAL ADMINISTRATORS BERNARD L. DUKE
Senior Vice President
CHARLES S. MCLAURIN, III
Senior Vice President
RONALD S. NOBLETT
Senior Vice President
JERRY M.WILLIAMS
Senior Vice President
DEPARTMENT HEADS
AUDITING
Mike E.Toole
Audit Director
CENTRAL OPERATIONS
J. Ronald Black
Senior Vice President/Central Operations
Director
COMMERCIAL LOAN
Charles D. Cook
Senior Vice President/Commercial Lending
Director
COMMUNITY BANKING
James A. Bennett
Senior Vice President, Community Banking
Director
CONSUMER LOAN
C.W. Jones
Senior Vice President/Consumer Lending
Director
CONTROLLER
Jay C. Case
Senior Vice President/Controller
HUMAN RESOURCES
Carnie P. Hipp, Jr.
Senior Vice President/Human Resources
Director
MARKETING
E.W.Wells
Senior Vice President/Marketing Director
PRODUCT DEVELOPMENT/
MARKET RESEARCH
Laura W. Messer
Senior Vice President/Product Development
Director
TRUST
William K. Brumbach, Jr.
Senior Vice President/Trust Director
FIRST CITIZENS
BANCORPORATION EXECUTIVE
OFFICERS
E. HITE MILLER, SR.
Chairman
FRANK B. HOLDING
Vice Chairman
JIM B. APPLE
President
JAY C. CASE
Treasurer
E.W.WELLS
Secretary
OFFICERS OF FIRST CITIZENS
MORTGAGE CORPORATION OF
SOUTH CAROLINA
JANIS B. SUMMERS
President
SHERRIE B. BOSTON
Vice President
JAY C. CASE
Treasurer
LINDA C. KIDD
Assistant Treasurer
E.W.WELLS
Secretary
CARNIE P. HIPP, JR.
Human Resources Officer
OFFICERS OF WATEREE LIFE
INSURANCE COMPANY
JAY C. CASE
President/Treasurer
FRANK B. HOLDING
Vice President
LINDA C. KIDD
Vice President
CAROL WALTON STEVENS
Secretary
32
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
ADVISORY BOARD
MEMBERS
AIKEN
Helen Blocker-Adams, President/CEO, HBA
Public Relations and Communications
Thomas L.Hallman, Assistant to Chancellor
University of South Carolina, Aiken
Richard W.Heath, President/General Manager,
Satcher Motors
Douglas E.Henderson, Vice President, First
Citizens Bank and Trust Company of South
Carolina
William C.Jackson, President, Jackson Petroleum
Arthur W.Rich, Attorney-at-Law
Charles T.Saunders, III, General Manager,
Satcher Motor Co.
Holly W.Woltz, Owner, Small Animal Veterinarian
Service;Vice President, Woltz Enterprises
ANDERSON
John B.Buice, Jr., Vice President, First Citizens
Bank and Trust Company of South Carolina
A.Joe Dean, Jr., Dermatologist, Anderson Skin
and Cancer Clinic
G.Smith File, President, Stringer Oil Co.;Vice
President, Stringer LP Gas Co.;President,
Smitty's Exxon
Patrick B.Harris, Representative for District 9,
Anderson County
Ted Wayne Horsley, Vice President/Finance and
Administration, The Hartwell Company
Thomas P.Hughes, Agent, Equitable Life
Assurance Society
William H.Moorhead, Attorney-at-Law, Jones,
Spitz, Moorhead and Baird
Susan M.Tuten, Chief Financial Officer for
Medicus, Business Manager for Diagnostic
Radiology of Anderson, P.A.
BARNWELL/WILLISTON
Robert C.Harris, Retired, Former Owner of
Barnwell People Sentinel, Barnwell County
Chamber of Commerce
Freddie L.Houston, Jr., Relief Supervisor, Owens
Corning Co.
Thomas R.Jackson, Retired, Former President of
Anderson Oil Company
Q.A.Kennedy, III, President, Williston Gin
Company
Claudia W.Peeples, Executive Director, Barnwell
County United Way
Terry E..Richardson, Jr., Attorney-at-Law, Ness
Motley Law Firm
Thomas R.Rivers, Jr., Pharmacist, Rite Aid Drugs
John J.Sanders, VicePresident, First Citizens
Bank and Trust Company of South Carolina
Charles L.Webb, President, Webb Concrete Co.
BEECH ISLAND
J.E.Brannon, Investor
John L.Kight, Agent, State Farm Insurance Co.
Ronald S.Noblett, Senior Vice President, First
Citizens Bank and Trust Company of South
Carolina
Steven M.Phillips, Vice President, First Citizens
Bank and Trust Company of South Carolina
Ernest Reddic, Jr., Pharmacist, Belvedere
Pharmacy, Inc.and Beech Island Pharmacy,
Inc.
Belton E.Weeks, III, Attorney-at-Law, Associate
Municipal Judge
BISHOPVILLE
John C..Bell, Jr., Retired
Grady Allen Brown, Member, S.C.House of
Representatives, Lee-Sumter Counties;
Owner, Town and Country Barber Shop;
Owner, Grady and Sons Furniture
Ennis R.Bryant, Principal, Bishopville High School
B.Max Johnson, Manager, American National
Can Corporation
Don Raemon McDaniel, Farmer
C.Ronald Payne, President and Secretary, Payne
and Kennedy, Inc.
James R.Segars, Jr., Attorney-at-Law, Stuckey,
Fata and Segars
Bruce C.Snipes, Vice President, First Citizens
Bank and Trust Company of South Carolina
Robert D.Walden, Retired
R.Travis Windham, Independent Agent, R.Travis
Windham Insurance Agency
BOILING SPRINGS
Maureen Bujak, Operator, Boiling Springs Cruise
Vacations
Penny S.Guinn, Assistant Vice President/Branch
Manager, First Citizens Bank
Leonard F.Holden, Owner & Operator, Boiling
Springs TV& Appliance
Dr.Buddy Jennings, Superintendent, School
District 2
Edith Martin, Michelin
Martha Rost, Operator, Boiling Springs Tax &
Payroll Service
CHARLESTON
Joseph E.Koval, President, Wulbern-Koval
Company, Inc.
Robert C.Lane, President, Lane Enterprises
Dwight L Moody, Jr., Vice President, First Citizens
Bank and Trust Company of South Carolina
A.M.Quattlebaum, President, Carolina Trade
Zone and Harlee-Quattlebaum Construction
Company
B.Owen Ravenel, Jr., D.D.S.
Morris D.Rosen, Attorney-at-Law
T.D.Sanders, Retired
John A.Stuhr, President, J.Henry Stuhr, Inc.
Gwendolyn Todd-Jones, MD, Owner, Low Country
Pediatrics and Adolescents
Colonel G.Kenneth Webb, Retired
CHERAW
Ida Mae Burch, Councilwoman, Chesterfield
County Council; Co-Owner, Cheraw Packing
Plant, Inc.
James C.Crawford, Jr., President, B.C.Moore
and Sons, Inc.
M.B.Godbold, Jr., CLU, Jefferson Pilot Life
Insurance Co.
C.Anthony Harris, Jr., Attorney-at-Law
C.H.McBride, Mayor of Cheraw
Brian J.Mickleberry, Vice President, First Citizens
Bank and Trust Company of South Carolina
Edwin W.Robeson, Bennett Motor Company
Dan L.Tillman, Jr., Partner, Dan L.Tillman and
Sons Insurance Agency
CHESTER
Frank R.Armstrong, Retired
C.Larry Haynes, Vice President, First Citizens
Bank and Trust Company of South Carolina
William C.Keels, Attorney, Strickland, Keels and
Simms
Brenda T.McBrayer, Assistant Vice President, First
Citizens Bank and Trust Company of South
Carolina
Lewis R.Ryan, Jr., President, United Contractors,
Inc.
John D.Sherer, DMD
Royce N.Whitesides, Owner, One Hour
Martinizing
Walter R.Whitman, Owner, MCON Construction
Co., Inc.
Arthur D.Underwood, Retired
CHESTERFIELD
William E.Hough, Owner, Hough Insurance
Agency
Emsley A.Laney, Jr., Vice President, First Citizens
Bank and Trust Company of South Carolina
Harold P.McLain, Area Manager, D.T.Creed, Inc.
John F.McLeod, Jr., J.F.McLeod Farm and Realty
Company
Elizabeth M.Rivers, Owner, J.C.Rivers Farm, Inc.
T.F.Sowell, Farmer
Johnnie S.Thurman, Retired
C.S.Watson, Owner, Watson Brothers
CLEMSON
James L.Bowers, Human Resources Manager,
Dunlap Golf Corporation
Deborah B.Dubose, Associate Vice President,
Clemson University
Gaston Gage, Jr., Owner, Gage Realty Company
and Palmetto Appraisal Services
Kenneth R.Kelley, Owner, Kelley's Gulf Service
H.Mitchell Reynolds, Textile Consultant, Revman
Industries;Retired, J.P.Stevens and
Company, Inc.
George D.Rodgers, Owner, Palmetto Insurance
Associates
John E.Ross, Dentist
Catherine J.Smith, Retired
James N.Workman, President, Trehel Corporation
CLIO
A.M.Calhoun, Farmer - Merchant
Lila S.McColl, Jr., Farmer
Derry W.McCormick, Vice President, First Citizens
Bank and Trust Company of South Carolina
D.H.McIntyre, Retired
Charles A.Thomas, Postmaster, USPostal
Service, Clio
COLUMBIA
Donald F.Barton, President, Barton-Cureton, Inc.
Robert T.Bone, Jr., Vice President, First Citizens
Bank and Trust Company of South Carolina
Marvin Browstein, Owner, Brownstein Investments
Georgia T.Cooper, General Manager, The
Palmetto Club
Richard Davis
B.L.Duke, Senior Vice President, First Citizens
Bank and Trust Company of South Carolina
Walter G.Edwards, Jr., M.D., Columbia
Nephrology Association
Frank A.Floyd, Chairman, Intermark Management
Corporation
Robert H.Lovvorn, Jr., CLU, Chartered Financial
Consultant
George M.Lusk,Senior Assistant Controller
General, State of South Carolina
Russell A.McCoy, Jr., Consultant, State
Development Board
Sterling Sharpe, Professional Football Player,
Greenbay Packers
Ann Ready Smith
William T.Smith, Jr., Judge, Dentsville Magistrate
District Court
Bart J.Witherspoon, Jr., M.D., Pitts Medical
Associates, P.A.
CONWAY
William F.Brown, Jr., Sales Representative,
Dorman Realty and Insurance Company
Vivian Chestnut, Office Manager, Burroughs and
Collins Company
William F.Davis, General Manager, Pee Dee
Farms Corporation and Conway Shopping
Center
Robert M.Floyd, Jr., President, Robert Floyd and
Associates Insurance;Executive Agent,
Jefferson Standard Life Insurance Company
John C.Griggs, Jr., Vice President, First Citizens
Bank and Trust Company of South Carolina
Charles A.Hinson, Sales and Marketing,
Waccamaw Land & Timber Company
Ronald R.Ingle, Vice Chancellor for Academic
Affairs, USC, Coastal Carolina College
L.Morgan Martin, Attorney-at-Law
Dennis L.Smith, Farmer and Owner, Lands Inn
and Smith-Longview, Inc.
Ralph Stroman, Attorney-at-Law
33
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Hubert C.Watson, Owner, Garden City Furniture
Company
George L.Williams, Sr., Development Specialist
City of Spartanburg
COWPENS
Paul Dean Abbott, Sr., AAA Fruit Markets, Abbott
Farms, Abbott Sign Company and Red Star
Fireworks
Edward N.Brigman, Sr., Brigman Realty Co.,
Brigman's Exxon and Wagon Wheel Drive-In
Patricia H.Cassidy, Assistant Vice President, First
Citizens Bank and Trust Company of South
Carolina
C.Tyrone Courtney, Attorney-at-Law
Berry R.Eaker, Robb's Department Store
Charles C.Grant, Pine Ridge Farms and Grant
Textiles
Joseph L.Ponder, Joe Ponder's Used Cars, Inc.
Woodrow W.Potter, Potter's Insurance Agency
and Potter and Son Mercantile Co.
DARLINGTON
Marion Sidney Belk, President, Belk Funeral
Home, Inc.
Lois G.Davis, Vice President, First Citizens Bank
and Trust Company of South Carolina
William L.Fleming, Vice President/Customer
Service, Pee Dee Electric Cooperative
John K.Kimbrough, Employee Relations
Representative, Wellman, Inc.
John H.Martin, III, Vice President, First Citizens
Bank and Trust Company of South Carolina
John M.Milling, Attorney-at-Law, Milling Law Firm,
P.A.
DILLON
Horace Arnette, President, The Arnette Company
Phil B.Brown, Retired
Laurens W.Floyd, President, Dillon Provision
Company, Inc.
J.B.Gibson, Retired
Dr.Kenneth Huggins, Veterinarian and Owner,
Dillon Animal Hospital
Marion H."Son" Kinon, Retired Circuit Judge,
Member, SCHouse of Representatives, Dillon
County
Fitzgerald Lytch, Owner and Operator, Lytch Sign
Service
Charles S.McLaurin, III, Senior Vice President,
First Citizens Bank and Trust Company of
South Carolina
Suzanne Bell McLaurin, G.H.Bell & Son Jewelers
John M.Parham, Jr., D.D.S.
Charles R.Vance, III, Vice President, First Citizens
Bank and Trust Company of South Carolina
EASTOVER
Lloyd Douglas, Owner, Richland Supply
Edna W.Scott, Owner, Scott's Bar-Be-Que
Robert G.Woods, Assistant Vice President, First
Citizens Bank and Trust Company of South
Carolina
ELGIN
William L.Addison, Branch Officer, First Citizens
Bank and Trust Company of South Carolina
Sara B.Emanuel
Francis E.James Manager, Sales Representative
and Training Assistant, Liberty Life Insurance
Company
Andrew T.Moak, Owner, Hammy's Bar-Be-Que
Alex B.Robinson, Owner, Elgin IGA
Roger L.Ross, President and Owner, Ross
Trucking Company, Inc.
John W..Wells, Attorney-at-Law
FLORENCE
D.Leroy Bailey, Jr., Vice President, First Citizens
Bank and Trust Company of South Carolina
David V.Barr, Vice President for Student Affairs,
Florence-Darlington Tech
Elting L."Ted" Chapman, III, Vice President,
Gilbert Construction co.
Joseph M.Commander, III, Administrator,
Commander Nursing Home
Munford G.Fuller, President, Fuller, Ward &
Associates, AIA, PA
William T.Jarrell, President, Jarrell Oil Company,
Inc.
James N.Maurer, President, WYNNRadio
M.Glenn Odom, Attorney-at-Law
Clyde T.Padgett, Jr., D.D.S., Padgett and Allen
J.Howard Stokes, Jr.Ophthalmologist, Stokes
Regional Eye Center
GEORGETOWN
Cephis Anderson, owner, Anderson Furniture
Company
Landy W.Avant, Jr., President, Georgetown Auto
Parks, Inc; Owner, Landy's Cleaners
Clayton M.Bull, Manager of Gas Operations,
South Carolina Electric and Gas Company
Peter L.M.DiVenere, Owner, DiVenere Home
Center
Wendell E.Hinson, Part Owner, Apache Family
Campground
Roy C.Jacobs, President, R. C.Jacobs Plumbing,
Heating and Air Conditioning
John A.Joseph, Jr., Dentist
Robert R.Martin, Jr., Vice President, First Citizens
Bank and Trust Company of South Carolina
Sylvan L.Rosen, Attorney-at-Law
Gregory Smith, Owner, Dunes Realty of Litchfield
GREAT FALLS
Cynthia S.Banks, Assistant Vice President, First
Citizens Bank and Trust Company of South
Carolina
Evelyn M.Dantzler, Retired
W.D.Jordan, Retired
Henry S.Montgomery, Retired
Daniel C.Peach, Jr., President, Peach Furniture
Company
T.Michael Stevenson, Owner, Stevenson-Weir Oil
Company
Lawrence E.Stroud, Cattle Farmer
GREENVILLE
David C.Austin, Vice President, First Citizens
Bank and Trust Company of South Carolina
L.W.Brummer, Business Management Consultant
Nathaniel E.Cain, Marketing Consultant
E.D.Dixon
Robert Frantz, President, Frantz-Harder &
Associates, Inc.
Edward E.Garvin, Executive Vice President,
South Carolina Steel Corporation
William H.Orders, Chairman, Orders Distributing
Co., Inc.
Ralph A.Price, President, Eastern Business
Forms, Inc.
Stanley Sedran, President and Treasurer, Sedran
Furs, Inc.
IRMO
H.Parker Evatt, Commissioner, SC Department of
Corrections
David M.Herndon, Owner, Friarsgate Gulf
Service;President, Irmo Tire and Alignment
Co., Inc.
J.A.Leitner, Retired
C.Robert Moseley, President, Irmo Insurance
Agency, Inc.
JOHNSTON/RIDGE SPRING
Harry S.Bell, President, SC Farm Bureau
Foundation
E.Phillips Boatwright, President & Owner, Ridge
Telephone
James D.Davis, Assistant Principal, Aiken County
School District;Co-Owner of Davis Funeral of
Johnston;Co-Owner of Davis Farms
R.Wendell Derrick, Partner & Manager, Derrick
Equipment, Inc.
Robert H.Herlong, Retired
Lewis F.Holmes, Peach Grower & Soy Bean
Farmer, Lewis F.Holmes Farms
G.William Rauton, Jr., Cattle & Soy Bean Farmer
James H.Satcher, Jr., Peach Farmer & Auto
Dealer, Jim Satcher Motors
John C. Timmerman, Vice President, First Citizens
Bank and Trust Company of South Carolina
Marynard S.Watson, R.M.Watson's Son, Inc.,
General Farming
Larry Yonce, President, J.W.Yonce & Sons
KERSHAW
Johnnie W.Connell, President, Connell Oil
Company
Walter D.Goodman, Owner, Kershaw IGA
Robert S.Hegler, D.D.S.
John R. Howell, Jr., D.D.S.
Carl F. Phillips, Owner, The Phillips Agency
Jack W. Robinson, President, Mineral Mining
Corporation
Edgar R.Taylor, Owner and Pharmacist, H.T.
Drugs, Inc.
Nancy L.Taylor, Assistant Vice President, First
Citizens Bank and Trust Company of South
Carolina
LAKE VIEW
Larry K.Abraham, Retired Sgt. Major, US Army;
Owner, Riverdale Auto Parts
Gerald N.Arnette, Jr., Assistant Vice President,
First Citizens Bank and Trust Company of
South Carolina
William F.Bullock, Farmer
John C.Rogers, President and Owner, Lak
Farm Center and Lake View Home and
Garden Center
Jimmy L.Smith, President, Carpostan Industries,
Inc.
J.A.Stanley, Secretary and Treasurer, Car
Industries, Inc.
Ann S.Wallace, President, Wallace-Green Oil and
Gas Company
LANCASTER
Charles R.Bailey, Jr., President, Slaughter
Machinery Co., Inc.
Jack Barrier, District Manager, Duke Power
Company
Richard W.Blackmon, Owner, Blackmon
Construction Company
T.E.Brogdon, Consultant, First Citiz
Trust Company of South Carolina
H.Allen Cauthen, Jr., Consultant, Southern
Energy, Inc.
Troy Elmore Manager, Lancaster County Natural
Gas Co.
Don T.Gardner, Vice President, First Citizens
Bank and Trust Company of South Carolina
William L.Harper, Building Contractor
Francis M.Hough, Retired
Bruce L.Plyler, Retired
L.H.Rowell, Retired
R.Lewis Surls, Jr., President, Fred Vaughn
Insurance Agency
W.Carlton Thompson, C.P.A., Thompson, Davis,
Cauthen and Company
Jerry M.Williams, Senior Vice President, First
Citizens Bank and Trust Company of South
Carolina
Michael G.Williams, Partner, First Palmetto
Company;Owner, Mike Williams Builders
LANDRUM
James B.Cantrell, Vice President, First Citizens
Bank and Trust Company of South Carolina
A.B.Chesnutt, Chesnutt Insulation Associates
H.Lloyd Howard, Attorney-at-Law
John F.Lawrence, Editor, Landrum News Leader
E.Hite Miller, Jr., Vice President/Br
First Citizens Bank
John L.Petty, Petty Funeral Home
Robert E.Walker, Landrum Insurance Agency
34
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
R.Bradford Whitney, M.D., Whitney, Smith &
Epstein, MD's PC
LUGOFF
Charles B.Baxley, Attorney-at-Law
Jean M.Larkin, Owner, Frogden Farms
C.Harold Varn, Jr., Dentist
J.Mack Willetts, President, Town and Country
Russell E.Wright, C.P.A., Owner, Russell E.
Wright, C.P.A.
LYMAN
Rita Allison, Member/SC House of
Representatives, District #36
Special Program Coordinator, Springs Industries
Iddy Andrews, Information Services Coordinator,
District Five Schools
Robert N.Fogel, Owner, Bob's Upstate
Locksmiths;Member, Lyman Town Council
James C.Lindey, Owner, Lindey Insurance
Agency
Willie Murphy, Sr., Senior Development
Technician, Cryovac
Terry K.Phillips, Vice President/Branch Manager,
First Citizens Bank
George E.Wasson, President, American Food
Systems
MARION
Cheryl Allread, Assistant Superintendent for
Instruction, Marion School District One
Byron R.Beck, Vice President, First Citizens Bank
and Trust Company of South Carolina
James A.Blake, Retired Superintendent, Marion
School District One
Emmett W.Flynn, Jr., Owner and Chief Surgeon,
Marion Surgical Associates, PA
James C.Thomas, President, Thomas Supply, Inc.
William H.Turner, Vice President of Manufacturing,
Anvil Knitwear
Warren H..Wells, Owner, MI Professional
Management
MONCKS CORNER
Dorothy C.Gatlin, Assistant Vice President/Branch
Manager
MOUNT PLEASANT
Dennis E.O'Neill, Attorney-at-Law
Howard A.Taylor, Charleston County Clerk of
Court
Andrew B.Thomas, Branch Manager
MYRTLE BEACH
Mary Basden, Vice President, Burroughs &
Chapin Co., Inc.
John D.Brown, Jr., Vice President, First Citizens
Bank and Trust Company of South Carolina
Vernie E.Dove, Business Administrator, First
Presbyterian Church
Anne Blackwell Ervin, Vice President, Pepsi Cola
Bottling Company of Conway
Robert M.Grissom, Mayor, City of Myrtle Beach
Thomas W.Whitaker, M.D., Ophthalmologist
Crain Woods, Retired Principal, Myrtle Beach
Middle School
NICHOLS
Gerald M.Bane, Assistant Vice President/City
Executive
James A.Battle, Jr., Vice President and Treasurer,
J.R.Battle and Company
James M.Devers, Jr., President, Nichols Farm
Supply, Inc.
A.M.Hayes, Retired
D.H.Jordan, Farmer
Randy Lovett, Tobacco Farmer, Twin States
Warehouse
NORTH CAROLINA
Alvie R.Evans, President, Evans Development
Corp.
G.Phillip Murphy, Real Estate Developer;Owner,
Phil-Jo Construction Company and G. Phillip
Murphy Realty
James A.Rock, President, Byroc Insulation
Supply, Inc.
PACOLET
B.Rodgers Berry, Owner, R& R Farms
John C.Dover, Principal, Pacolet Junior High
School and Mayor, Town of Pacolet
Catherine G.Dunnaway, Branch Officer/Branch
Manager, First Citizens Bank
Harry B.Gosnell, Jr., Postmaster, Pacolet Post
Office
John E.Hogan, Retired
Joanne G.Jumper, Assistant Superintendent,
Spartanburg County School District #3
Lanny F.Littlejohn, President, Littlejohn Lumber
Company
Terry K.Phillips, Vice President, First Citizens
Bank and Trust Company of South Carolina
PAGELAND
Thomas F.Agerton, Owner, Pageland Auto Parts
C.Hamilton Hutto, Vice President, First Citizens
Bank and Trust Company of South Carolina
Roddy W.Outen, President, Jefferson Barns, Inc.
Carl M. Tucker, III, President, C.M.Tucker Lumber
Corporation
SALEM
Joseph J.Antonette, Retired
Lawrence J.Bloomer, Manager/Keowee Division,
Crescent Resources, Inc.
Judy C.Hines, Owner, Talk of the Town Beauty
Salon
SALUDA
Ted L.Coleman, Self-employed, Big Creek Hill
Farm, Inc.
Lester F.Hembel, Chief Flight Instructor, S.C.
Helicopters, Inc.
Fred M.Parkman, President, Parkman's
Pharmacy, Inc.
Ralph N.Riley, Doctor/Family Practice
William H.Rushton, Jr., Vice President, First
Citizens Bank and Trust Company of South
Carolina
C.David Sawyer, Jr., Attorney-at-Law, Coleman,
Sawyer, Breibart and McCauley
J.Claude Wheeler, Jr., Dairy and Beef Cattle
Farmer
P.S.White, Attorney-at-Law
SHARON
William B.Arthur, Vice President/City Executive,
First Citizens Bank
James Charles Bankhead, Jr., Bankhead
Refrigeration Service, Inc.
John I.Chason, Retired
Phillip D.Faulkner, Assistant Vice
President/Branch Manager
W.M.Faulkner, Jr., Consultant, First Citizens Bank
Jay Gorley, President/Owner, Northwestern, Inc.
John M.Pratt, M.D.
W.Park Thomson, Retired
W.L.Whitesides, Jr., Whitesides Company
William S.Wilkerson, III, President, John L.Gaddy
Enterprises, Inc.
SPARTANBURG
Wallace W.Brawley, Consultant, First Citizens
Bank and Trust Company of South Carolina
Howard B.Carlisle, III, Chairman of the Board,
Printpak Industries, Inc.
Marvin Dupre Cole, Residential Builder and
Realtor, Imperial Developers
J.Howard Henderson, President, Copac, Inc.
Roland Jones, Attorney-at-Law, Ward Law Firm
Matz Lischerong, Founder and President,
Primaknit, Inc.and Litex International
Gaines H.Mason, Jr., Vice President, First
Citizens Bank and Trust Company of South
Carolina
Pamela B.McCulley, Artist
W.C.(Cliff) Neal, Director of Development,
Uniform/Fabrics Division, Milliken and
Company
M.R.Price, Secretary/Treasurer, Price's Store for
Men
Charles A.Spann, Sr., Development Specialist,
City of Spartanburg
Marshall C.Stone, Jr., Retired, Milliken and
Company
J.William Wakefield, President, Wakefield Buick
Company, Inc.
Bruce B.White, President, Fiber and Yarn
Associates
ST.GEORGE
Thomas O.Berry, Jr., Attorney-at-Law
Jerome S.Bilton, President,Jim Bilton Ford
H.Legrande Fender, Owner Legrande Fender, Inc.
James L.Hodges, Pharmacist, Cash Discount
Drugs
Richard J.Rhode, Surveyor and Owner/Rhodes
Land Surveying
D.Carl Walters, Jr., Vice President, First Citizens
Bank and Trust Company of South Carolina
Thomas J.Wamer, Funeral Director, Bryant
Funeral Home
TRENTON
Avory Bland, Jr., Owner, Bland Funeral Home
E.Hite Miller, Sr., President, First Citizens Bank
and Trust Company of South Carolina
Grace H.Satcher, Assistant Vice President, First
Citizens Bank and Trust Company of South
Carolina
Julius M.Vann, Partner, Vann Brothers Farm
WEST COLUMBIA
Dr.R.B.Antley, Optometrist, Doctors of Optometry
Steven C.Cogburn, Jr., President and Owner,
Cogburn's Restaurant
Bobby T.Howard, Owner, Hidden Valley Country
Club
J.Donald Pinholster, Vice President, First Citizens
Bank and Trust Company of South Carolina
Russell B.Shealy, Tax Accountant
Walter P."Buddy" Witherspoon, Jr., Dentist
WHITMIRE
Elmer R.Baker, Commercial Contractor, W.E.
Baker & Son, Inc.
Dr.R.L.Bledsoe, Dentist
W.Hughson Green, Jr., Consumer Lending
Officer, First Citizens Bank and Trust Company
of South Carolina
Tony A.Henderson, Supervisor, Cone Mills
Cheryl Nichols, Nichols Tire Company
Rev.Dolphus Rayford, Minister
John F.Roche, Jr., Pharmacist, Roche Pharmacy,
Inc.
Karen Yannetti
WOODRUFF
Dr.James Coker, Woodruff Eye Clinic
James M.Gibert, President, Gibert Co., Inc.
(Gibert Realty Co.)
Dr.J.Elwyn James, Physician/Surgeon, James-
Willmot Clinic
Perry C.Ouzts, Assistant Vice President, First
Citizens Bank and Trust Company of South
Carolina
W.J.Theo, President, W.J.Theo & Sons
G.Curtis Walker, B.J.Workman Memorial Hospital
YORK
William B.Arthur, Vice President, First Citizens
Bank and Trust Company of South Carolina
Manning E.Biggers, President and Owner, Faith
Realty Company, Inc.
Charles Bradford, Attorney-At-Law, Spratt,
Mckeown & Bradford, Inc.
Dr.Thomas G.Dixon, Veterinarian
Dr.Gregory Greiner, Dentist
William Miller, President, Miller Insurance Services
Dr.Donald Shuler, Family Practitioner
SPECIAL ADVISORS
Edward T.Epting, Retired
Henry Y.Riley, Retired
35
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
COMMUNITIES
SERVED
AIKEN
Douglas E. Henderson
Vice President/City Executive
ANDERSON
John B. Buice, Jr.
Vice President/City Executive
BALLENTINE
Richard Pascal, Jr.
Assistant Vice President/Manager
BARNWELL
John J. Sanders
Vice President/City Executive
BEECH ISLAND
Ronald S. Noblett
Senior Vice President/Regional Administrator
BELVEDERE
Steven M. Phillips
Vice President/City Executive
BISHOPVILLE
Bruce C. Snipes
Assistant Vice President/City Executive
BOILING SPRINGS
Penny S. Guinn
Assistant Vice President/Manager
CALHOUN FALLS
Donald M. Rochelle
Assistant Vice President/Manager
CAYCE
C. Brian McLane
Assistant Vice President/Manager
CHARLESTON
Dwight L Moody, Jr.
Vice President/City Executive
CHERAW
Brian J. Mickleberry
Vice President/City Executive
CHESTER
C. Larry Haynes
Vice President/City Executive
CHESTERFIELD
Emsley A. Laney, Jr.
Vice President/City Executive
CLEMSON
John L. Lewis
Vice President/City Executive
CLIO
Derry W. Mccormick
Vice President/City Executive
COLUMBIA
Bernard L. Duke
Senior Vice President/Regional Administrator/
City Executive
CONWAY
John C. Griggs, Jr.
Vice President/City Executive
COWPENS
Patricia H. Cassidy
Assistant Vice President/Manager
DARLINGTON
John H. Martin, III
Vice President/City Executive
DILLON
Charles S. McLaurin, III
Senior Vice President/Regional Administrator/
City Executive
EASTOVER
Robert G.Woods
Assistant Vice President/Manager
ELGIN
William L. Addison
Branch Officer/Manager
FOREST ACRES
Sam J. Schneider
Assistant Vice President/Manager
FLORENCE
D. Leroy Bailey, Jr.
Vice President/City Executive
GEORGETOWN
Robert R. Martin, Jr.
Vice President/City Executive
GREAT FALLS
Cynthia S. Banks
Assistant Vice President/City Executive
GREENVILLE
David C. Austin
Vice President/City Executive
HICKORY GROVE
No Officer In Charge
IRMO
Lisa A. Moseley
Branch Officer/Manager
JACKSON
L.Walker Padgett, Jr.
Vice President/Manager
JOANNA
Wanda M. Prater
Branch Officer/Supervisor
JOHNSTON
John C.Timmerman
Vice President/City Executive
KERSHAW
Nancy L.Taylor
Assistant Vice President/City Executive
LAKE VIEW
Gerald N. Arnette, Jr.
Assistant Vice President/City Executive
LANCASTER
Don T. Gardner
Vice President/City Executive
LANDRUM
E. Hite Miller, Jr.
Vice President/Manager
LEXINGTON
William E. Payne, Jr.
Assistant Vice President/Manager
LUGOFF
Byron P. Roberts
Branch Officer/Supervisor
LYMAN
Terry K. Phillips
Vice President/Manager
MARION
Byron R. Beck
Vice President/City Executive
MAULDIN
Ted G. Sanders
Vice President/Manager
MONCKS CORNER
Dorothy C. Gatlin
Assistant Vice President/Manager
MOUNT PLEASANT
Andrew B.Thomas
Branch Officer/Manager
MYRTLE BEACH
John D. Brown, Jr.
Vice President/City Executive
NICHOLS
Gerald M. Bane
Assistant Vice President/City Executive
NORTH
Betty H.Williamson
Branch Officer/Manager
NORTH CHARLESTON
Willard S. Hewitt
Vice President/Area Manager
PACOLET
Catherine G. Dunnaway
Branch Officer/Manager
PAGELAND
C. Hamilton Hutto
Vice President/City Executive
PAWLEYS ISLAND
Raymond O.Yonkers
Assistant Vice President/Manager
RIDGE SPRING
Donna J.Wise
Assistant Vice President/Manager
ROCK HILL
Dennis J.Stuber
Vice President/City Executive
SALEM
Joy L. Boatwright
Branch Officer/Manager
SALUDA
William H. Rushton, Jr.
Vice President/City Executive
SHARON
Phillip D. Faulkner
Assistant Vice President/Manager
SIX MILE
No Officer In Charge
SOCASTEE
Charles S. Page
Branch Officer/Supervisor
SOUTH OF THE BORDER
Bobbie K. Arrington
Assistant Vice President/Manager
SPARTANBURG
Gaines H. Mason, Jr.
Vice President/City Executive
SUMMERVILLE
Cathy A. Heitzenrater
Assistant Vice President/Area Manager
ST. GEORGE
D. Carl Walters, Jr.
Vice President/City Executive
TRENTON
Grace H. Satcher
Assistant Vice President/City Executive
WARE SHOALS
Mary P. Pearman
Vice President/Manager
WEST COLUMBIA
J. Doyle Pinholster
Vice President/Manager
WESTMINSTER
R. Allen Perkins
Assistant Vice President/Manager
WHITMIRE
W. Hughson Green, Jr.
Consumer Lending Officer/Manager
WILLISTON
Verna G. Murphy
Assistant Vice President/Manager
WOODRUFF
Perry C. Ouzts
Assistant Vice President/Manager
YORK
William B. Arthur
Vice President/City Executive
36
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
COV3
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
COV4
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000708848
<NAME> FIRST CITIZENS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-1-1994
<PERIOD-END> DEC-31-1994
<CASH> 89,814
<INT-BEARING-DEPOSITS> 13,950
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 480,127
<INVESTMENTS-MARKET> 480,774
<LOANS> 937,025
<ALLOWANCE> 19,249
<TOTAL-ASSETS> 1,589,181
<DEPOSITS> 1,386,518
<SHORT-TERM> 75,916
<LIABILITIES-OTHER> 15,322
<LONG-TERM> 13,400
<COMMON> 4,718
0
3,282
<OTHER-SE> 90,025
<TOTAL-LIABILITIES-AND-EQUITY> 1,587,181
<INTEREST-LOAN> 75,846
<INTEREST-INVEST> 22,631
<INTEREST-OTHER> 1,296
<INTEREST-TOTAL> 99,773
<INTEREST-DEPOSIT> 37,505
<INTEREST-EXPENSE> 40,821
<INTEREST-INCOME-NET> 58,952
<LOAN-LOSSES> 2,558
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 60,252
<INCOME-PRETAX> 14,818
<INCOME-PRE-EXTRAORDINARY> 14,818
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,849
<EPS-PRIMARY> 10.24
<EPS-DILUTED> 10.24
<YIELD-ACTUAL> 7.16
<LOANS-NON> 2,865
<LOANS-PAST> 827
<LOANS-TROUBLED> 1,323
<LOANS-PROBLEM> 15,493
<ALLOWANCE-OPEN> 18,061
<CHARGE-OFFS> 2,150
<RECOVERIES> 780
<ALLOWANCE-CLOSE> 19,249
<ALLOWANCE-DOMESTIC> 19,249
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 12,707
</TABLE>
