Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (Section mark) 240.14a-11(c) or
(section mark) 240.14a-12
First Citizens Bancorporation of South Carolina, Inc.
(Name of Registrant as Specified In Its Charter)
First Citizens Bancorporation of South Carolina, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fees (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
4) Proposed maximum aggregate value of transaction:
*Set forth the amount on which the filing fee is calculated
and state how it was determined.
[X] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
$125.00
2) Form, Schedule or Registration Statement No.:
Preliminary Proxy Filing pursuant to Rule 14a-6(a)
3) Filing Party:
First Citizens Bancorporation of South Carolina, Inc.
4) Date Filed: March 2, 1995
<PAGE>
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
1230 MAIN STREET
POST OFFICE BOX 29
COLUMBIA, SOUTH CAROLINA 29202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1995
NOTICE is hereby given that the Annual Meeting of Shareholders of First
Citizens Bancorporation of South Carolina, Inc. will be held in the Board Room
on the THIRD FLOOR OF THE FIRST CITIZENS BANKING CENTER OF FIRST-CITIZENS BANK
AND TRUST COMPANY OF SOUTH CAROLINA, AT THE CORNER OF WASHINGTON AND PARK
STREETS, COLUMBIA, SOUTH CAROLINA, ON WEDNESDAY,APRIL 26, 1995, AT 2:00 P.M.,
for the following purposes:
(1) To consider a proposal to fix the number of directors to be elected at
26;
(2) To elect 26 directors for terms of one year; and,
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 10, 1995, as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. TO
ENSURE THE PRESENCE OF A QUORUM, ALL SHAREHOLDERS, EVEN THOUGH THEY PLAN TO
ATTEND, ARE REQUESTED TO COMPLETE, SIGN, AND DATE THE ACCOMPANYING PROXY AND
PROMPTLY RETURN IT IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. THE GIVING OF SUCH
PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE IT AND VOTE IN PERSON SHOULD YOU
ATTEND THE MEETING.
By Order of the Board of Directors
(Signature - E.W. Wells)
E. W. WELLS, SECRETARY
March 24, 1995
<PAGE>
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
1230 MAIN STREET
POST OFFICE BOX 29
COLUMBIA, SOUTH CAROLINA 29202
MAILING DATE: MARCH 24,1995
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1995
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Citizens Bancorporation of South
Carolina, Inc. ("Bancorp") for the Annual Meeting of Shareholders to be held in
the Board Room on the third floor of the First Citizens Banking Center of First-
Citizens Bank and Trust Company of South Carolina (the "Bank"), at the corner of
Washington and Park Streets, Columbia, South Carolina, on Wednesday, April 26,
1995, at 2:00 p.m.,or any adjournments thereof.
Any shareholder who executes the form of proxy accompanying this Proxy
Statement has the right to revoke it at any time before it is exercised by
delivering, directly or by mail, to E. W. Wells, Secretary of Bancorp, at Post
Office Box 29, 1230 Main Street, Columbia, South Carolina 29202, either an
instrument revoking the proxy or a duly executed proxy bearing a later date, or
by attending the Annual Meeting and asserting the right to vote in person.
Proxies in the accompanying form, properly executed, duly returned to Bancorp
management and not revoked, will be voted in accordance with the instructions
contained in the proxy. If no instructions are given, the proxy will be voted
FOR fixing the number of directors at 26 and FOR the election, as directors, of
each of the nominees named herein. On such other business as may properly come
before the meeting, the proxyholders will be authorized to vote in accordance
with their best judgment. In the event any nominee named herein becomes
unavailable for election, the proxies may be voted in favor of such substitute
nominee, if any, as the proxyholders may designate.
In addition to solicitation by mail, proxies may be solicited without
additional compensation by regular employees of the Bank, the principal
subsidiary of Bancorp, by personal interview, telephone or telegraph. Bancorp
will bear the expenses of such solicitation.
VOTING SECURITIES
As of March 1, 1995, Bancorp had outstanding 960,420 shares of voting stock
consisting of: (a) 892,813 shares of $5 par value common stock; (b) 52,336
shares of $50 par value preferred stock, which includes 8,305 shares of Series
A, 11,810 shares of Series B, and 32,221 shares of Series F; (c) 6,794 shares of
$20 par value preferred stock, Series C; and, (d) 8,477 shares of no par value
preferred stock, Series G. Under applicable South Carolina law, shares of
Series A, Series B and Series F are considered to constitute a single class of
preferred stock ("$50 par preferred stock"); shares of Series C are considered
to constitute a separate class of preferred stock ("$20 par preferred stock");
and shares of Series G are considered to constitute a separate class of
preferred stock ("no par preferred stock"). Each outstanding share of such
common and preferred stock is entitled to one vote, without distinction as to
class or series, unless class voting of such shares is required by law. CLASS
VOTING RIGHTS DO NOT APPLY TO EITHER OF THE PROPOSALS TO BE CONSIDERED AT THE
ANNUAL MEETING.
RECORD DATE; VOTE REQUIRED FOR APPROVAL
Only shareholders of record on March 10, 1995, will be eligible to receive
notice of and to vote at the Annual Meeting.
In the election of directors, the 26 nominees receiving the highest number
of votes shall be elected as directors, and each share will be entitled to one
vote for each director to be elected. However, any shareholder will be entitled
to cumulate his or her votes by giving one candidate a number of votes equal to
the number of directors to be elected and for whose election such shareholder
has a right to vote multiplied by the number of such shareholder's shares, or by
distributing such votes on
1
<PAGE>
the same principle among any number of such candidates. A shareholder who
intends to cumulate his votes shall either (i) give written notice of his
intention to the President or other officer of the corporation not less than 48
hours before the time fixed for the meeting, which notice must be announced in
the meeting before the voting, or (ii) announce his intention in the meeting
before the voting for directors commences; and all shareholders entitled to vote
at the meeting shall, without further notice, be entitled to cumulate their
votes. If cumulative voting is to be used, persons presiding may (or if
requested by any shareholder, shall) recess the meeting for a reasonable time to
allow deliberation by shareholders, not to exceed two hours. Included in this
solicitation of proxies is the discretionary authority to the named proxyholders
to vote cumulatively and, in the event of cumulative voting, proxyholders named
by Bancorp or their appointed substitutes may, at their discretion, distribute
their votes equally or unequally among the nominees set forth in this Proxy
Statement and in a manner which would tend to elect the greatest number of such
nominees (or any substitutes therefor) as the number of votes cast by them would
permit.
For Proposal 1 to be approved, the votes cast favoring the Proposal must
exceed the votes cast against the Proposal.
Abstentions and broker non-votes will have no effect in the voting at the
Annual Meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of March 1, 1995, the following shareholders owned beneficially in excess
of 5% of a class of Bancorp's outstanding voting securities:
<TABLE>
<CAPTION>
AMOUNT PERCENTAGE
NATURE OF OF
TITLE NAME AND ADDRESS BENEFICIAL PERCENTAGE ELIGIBLE
OF CLASS OF BENEFICIAL OWNER OWNERSHIP (2) OF CLASS VOTE
<C> <S> <C> <C> <C>
Common George H. Broadrick(1) 87,705(3) 9.82% 9.13%
Charlotte, NC
Frank B. Holding(1) 368,346(4) 41.26% 38.35%
Smithfield, NC
Lewis R. Holding 172,271(5) 19.30% 17.94%
Lyford Cay, Bahamas
$50 Par Preferred Pearl S. Arant 3,479 6.65% .36%
Pageland, SC
Gladys W. Griggs 4,630 8.85% .48%
Pageland, SC
Frank B. Holding(1) 3,436(6) 6.57% .36%
Smithfield, NC
E. W. Wells 3,116(7) 5.95% .32%
Columbia, SC
$20 Par Preferred E. Hite Miller, Sr.(1) 360(8) 5.30% .04%
Columbia, SC
Carolina Bonded Storage Co. 462 6.80% .05%
Columbia, SC
Jay C. Case 439 6.37% .05%
Columbia, SC
Frank B. Holding(1) 2,648(9) 38.98% .28%
Smithfield, NC
No Par Preferred Frank B. Holding(1) 6,107(10) 72.04% .64%
Smithfield, NC
</TABLE>
(1)A director of Bancorp.
(2)Except as otherwise stated in the footnotes following this table, the
shares shown as beneficially owned are, to the best of Bancorp management's
knowledge, owned of record by the persons or entities named and such persons or
entities exercise sole voting and investment power with respect to those shares.
2
<PAGE>
(3)George H. Broadrick has sole voting and investment power as to 118 shares
held on his own behalf, 26,023 shares held by him as trustee for the benefit of
Caroline R. Holding, and 25,522 shares held by him as trustee for the benefit of
Carmen P. Holding, who also is a director of Bancorp; such 25,522 shares also
are included in the beneficial ownership shown for Ms. Holding in the section
of this Proxy Statement entitled "OWNERSHIP OF SECURITIES BY MANAGEMENT." Mr.
Broadrick exercises shared voting and investment power as to 36,042 shares held
by First Citizens BancShares, Inc., Raleigh, N.C., which shares, for beneficial
ownership purposes, are deemed controlled by him; such shares also are included
in the beneficial ownership shown above for Lewis R. Holding and Frank B.
Holding.
(4) Frank B. Holding has sole voting and investment power as to 148,219
shares held on his own behalf. He disclaims beneficial ownership as to 125,939
shares held by his wife, adult son, daughters and daughter-in-law, and 2,100
shares held in a fiduciary capacity in a nominee name by the Trust Department of
First-Citizens Bank & Trust Company, Raleigh, N.C., for the benefit of his adult
son and daughters, all of which shares are included above. He exercises shared
voting and investment power as to shares held by the following corporations and
other entities which, for beneficial ownership purposes, are deemed controlled
by Mr. Holding: First Citizens BancShares, Inc., Raleigh, N.C. (36,042 shares);
Yadkin Valley Company (35,000 shares); Southern BancShares (N.C.), Inc. (8,694
shares); Twin States Farming, Inc. (709 shares); and in a nominee name by the
Trust Department of First-Citizens Bank and Trust Company of South Carolina
(11,643 shares held in a fiduciary capacity for various third parties).
Included in Frank B. Holding's beneficial ownership are 71,042 shares also
included in the beneficial ownership shown for his brother, Lewis R. Holding, of
which 36,042 shares also are included in the beneficial ownership of George H.
Broadrick.
(5) Lewis R. Holding exercises sole voting and investment power as to 92,284
shares held on his own behalf. He disclaims beneficial ownership as to 8,845
shares owned by his wife and 100 shares owned by an adult daughter, which shares
are included above. He exercises shared voting and investment power as to
71,042 shares held by the following corporations which, for beneficial ownership
purposes, are deemed controlled by Mr. Holding: Yadkin Valley Company (35,000
shares) and First Citizens BancShares, Inc., Raleigh, N.C. (36,042 shares).
Included in Lewis R. Holding's beneficial ownership are 71,042 shares also
included in the beneficial ownership shown for his brother, Frank B. Holding, of
which 36,042 shares also are included in the beneficial ownership of George H.
Broadrick.
(6)Frank B. Holding does not hold of record any shares of $50 par
preferred stock and disclaims beneficial ownership as to 3,436 shares shown
above and owned by his wife and adult son and daughters.
(7)E. W. Wells exercises sole voting and investment power as to 2,045 shares
of $50 par preferred stock held on his own behalf and shared voting and
investment power as to 1,071 shares of $50 par preferred stock held by his wife
and children.
(8) E. Hite Miller, Sr. exercises shared voting and investment power as to
360 shares of $20 par preferred stock held for third parties in a fiduciary
capacity in a nominee name by the Trust Department of First-Citizens Bank and
Trust Company of South Carolina, which corporation is deemed controlled, for
beneficial ownership purposes, by Mr. Miller, which 360 shares also are
included in the beneficial ownership of Frank B. Holding.
(9) Frank B. Holding does not hold of record any shares of $20 par preferred
stock and disclaims beneficial ownership as to 2,268 shares included above and
held by his wife and adult son and daughters. He exercises shared voting and
investment power as to 380 shares held by corporations or other entities which
are deemed controlled by Mr. Holding for beneficial ownership purposes: in a
fiduciary capacity in a nominee name by the Trust Department of First-Citizens
Bank & Trust Company, Raleigh, N.C. (20 shares held for a third party) and in a
fiduciary capacity in a nominee name by the Trust Department of First-Citizens
Bank and Trust Company of South Carolina (360 shares held for third parties),
which 360 shares also are included in the beneficial ownership of E. Hite
Miller, Sr.
(10)Frank B. Holding does not hold of record any shares of no par preferred
stock and disclaims beneficial ownership as to 6,107 shares of such stock shown
above and held by his adult son and daughters, their spouses, and a trust of
which an adult daughter is trustee.
3
<PAGE>
OWNERSHIP OF SECURITIES BY MANAGEMENT
As of March 1, 1995, the beneficial ownership of Bancorp's outstanding
voting and non-voting securities by its directors, certain executive officers
named below in the Summary Compensation Table, and by all directors and
executive officers of Bancorp and the Bank as a group,was as follows:
<TABLE>
<CAPTION>
AMOUNT AND
TITLE NAME AND ADDRESS NATURE OF BENEFICIAL PERCENTAGE PERCENTAGE OF
OF CLASS OF BENEFICIAL OWNER OWNERSHIP (2) OF CLASS ELIGIBLE VOTE
<C> <S> <C> <C> <C>
Common Jim B. Apple 150 .02% .02%
Richard W. Blackmon 3,453(1) .39% .36%
George H. Broadrick 87,705(2) 9.82% 9.13%
T. E. Brogdon 100 .01% .01%
William M. Faulkner, Jr. 100 .01% .01%
Laurens W. Floyd 644(3) .07% .07%
Charles S. Haltiwanger 303 .03% .03%
William E. Hancock, III 3,768(4) .42% .40%
T. J. Harrelson 12,273(5) 1.37% 1.28%
Robert B. Haynes 38,138(6) 4.27% 3.97%
Wycliffe E. Haynes 38,243(7) 4.28% 3.98%
Albert R. Heyward, II 300 .03% .03%
Carmen P. Holding 25,622(8) 2.87% 2.67%
Frank B. Holding 368,346(9) 41.26% 38.35%
Thomas W. Lane 278 .03% .03%
Russell A. McCoy, Jr. 173(10) .02% .02%
E. Hite Miller, Sr. 11,873(11) 1.33% 1.24%
N. Welch Morrisette, Jr. 118 .01% .01%
E. Perry Palmer 800 .09% .08%
J. William Pitts, Sr. 2,343(12) .26% .24%
Bruce L. Plyler 2,155 .24% .22%
L. H. Rowell 911 .10% .09%
William E. Sellars 38,198(13) 4.28% 3.98%
Henry F. Sherrill 3,091(14) .35% .32%
J. A. Stanley 300 .03% .03%
Non-Voting Common(15) Frank B. Holding 24,437(16) 46.35% --
$50 Par Preferred Frank B. Holding 3,436(17) 6.57% .36%
Dan H. Jordan 367 .70% .04%
$20 Par Preferred Jay C. Case 439 6.46% .05%
E. Hite Miller, Sr. 360(18) 5.30% .04%
Frank B. Holding 2,648(19) 38.98% .28%
No Par Preferred Frank B. Holding 6,107(20) 72.04% .64%
Non-Voting Preferred (15) Frank B. Holding 377(21) 71.81% --
Common All directors and 489,782 54.86% 51.00%
executive officers as
a group (33 persons)
Non-Voting Common (15) All directors and 24,437 46.35% --
executive officers as
a group (33 persons)
$50 Par Preferred All directors and 7,177 13.71% .75%
executive officers as
a group (33 persons)
$20 Par Preferred All directors and 3,096 45.57% .32%
executive officers as
a group (33 persons)
No Par Preferred All directors and 6,338 74.77% .66%
executive officers as
a group (33 persons)
Non-Voting Preferred (15) All directors and 377 71.81% --
executive officers as
a group (33 persons)
</TABLE>
4
<PAGE>
* Except as otherwise stated in the footnotes following this table, shares
shown as beneficially owned are, to the best of Bancorp's management's
knowledge, owned of record by the persons named and such persons exercise sole
voting and investment power with respect to those shares.
(1) Richard W. Blackmon exercises sole voting and investment power as to
3,006 shares held on his own behalf. He disclaims beneficial ownership as to
447 shares held by his wife.
(2) For a description of the beneficial ownership of common stock by George
H. Broadrick, see footnote (3) of the section of this Proxy Statement entitled
"PRINCIPAL HOLDERS OF VOTING SECURITIES."
(3) Laurens W. Floyd exercises sole voting and investment power as to 592
shares held on his own behalf. He disclaims beneficial ownership as to 52
shares included above and held by his wife.
(4) William E. Hancock, III exercises sole voting and investment power as
to 194 shares held on his own behalf and as to 738 shares held by him as Trustee
for the benefit of his children. He exercises shared voting and investment
power as to shares held by Hancock Buick, Inc. (110 shares) and Hancock
Investments (2,726 shares), which entities are deemed controlled by Mr. Hancock
for beneficial ownership purposes.
(5) T. J. Harrelson exercises sole voting and investment power as to 682
shares held on his own behalf and exercises shared voting and investment power
as to 11,591 shares held of record by his wife, adult children and their
spouses.
(6) Robert B. Haynes exercises sole voting and investment power as to 140
shares held on his own behalf. He exercises shared voting and investment power
as to 37,998 shares held by C. W. Haynes and Company, Inc., of which he is
Vice President and Secretary, which shares also are included in the beneficial
ownership of Wycliffe E. Haynes and William E. Sellars.
(7) Wycliffe E. Haynes exercises sole voting and investment power as to 136
shares held on his own behalf. He disclaims beneficial ownership as to 109
shares included above and held by his spouse. He exercises shared voting and
investment power as to 37,998 shares held by C. W. Haynes and Company, Inc.,
of which he is Vice President, which shares also are included in the beneficial
ownership of Robert B. Haynes and William E. Sellars.
(8) Carmen P. Holding exercises sole voting and investment power as to 100
shares held on her own behalf. She disclaims voting and investment power as to
25,522 shares included above, which are held in an irrevocable trust for her
benefit by George H. Broadrick, sole trustee. Such 25,522 shares also are
included in the beneficial ownership of Mr. Broadrick.
(9) For a description of the beneficial ownership of common stock by Frank
B. Holding, see footnote (4) of the section of this Proxy Statement entitled
"PRINCIPAL HOLDERS OF VOTING SECURITIES."
(10) Russell A. McCoy, Jr. exercises sole voting and investment power as to
100 shares held on his own behalf and disclaims beneficial ownership as to 73
shares held by his wife and included above.
(11) E. Hite Miller, Sr. exercises sole voting and investment power as to
230 shares held on his own behalf. He exercises shared voting and investment
power as to 11,643 shares held in a fiduciary capacity in a nominee name by the
Trust Department of First-Citizens Bank and Trust Company of South Carolina,
which corporation is deemed controlled, for beneficial ownership purposes, by
Mr. Miller; such 11,643 shares also are included in the beneficial ownership of
Frank B. Holding, and 1,000 of such shares also are included in the beneficial
ownership of J. William Pitts, Sr.
(12) J. William Pitts, Sr. exercises sole voting and investment power as
to 100 shares held on his own behalf. He exercises shared voting and investment
power as to 1,243 shares held by his wife and 1,000 shares held in a nominee
name by the Trust Department of First-Citizens Bank and Trust Company of South
Carolina in a trust for the benefit of his son, which 1,000 shares also are
included in the beneficial ownership of E. Hite Miller, Sr. and Frank B.
Holding, each of whom is deemed a control person of the Bank for beneficial
ownership purposes.
(13) William E. Sellars exercises sole voting and investment power as to
200 shares held on his own behalf. He exercises shared voting and investment
power as to 37,998 shares held by C. W. Haynes and Company, Inc., of which he
is President, which shares also are included in the beneficial ownership of
Robert B. Haynes and Wycliffe E. Haynes.
(14) Henry F. Sherrill exercises sole voting and investment power as to
1,000 shares held on his own behalf and disclaims beneficial ownership as to
2,091 shares held by his wife and included above.
(15) Bancorp has outstanding 52,720 shares of $5 par non-voting common
stock ("non-voting common stock") and 525 shares of $200 par Series E preferred
stock ("non-voting preferred stock"). Holders of shares of non-voting preferred
5
<PAGE>
stock have no right to vote except as required by law, unless dividends are
in arrears on such series, and then the holders may cast one vote per share in
the election of directors. The holders of non-voting common and preferred stock
have no right to vote as a class, except when class voting is required by law,
and are not entitled to vote on any Proposals to be considered at this Annual
Meeting.
(16) The shares of non-voting common stock shown as beneficially owned by
Frank B. Holding are owned by The Robert P. Holding Foundation, Inc., a
charitable foundation of which Mr. Holding is a director (18,806 shares) and by
Yadkin Valley Company (5,631 shares), which corporation is deemed controlled,
for beneficial ownership purposes, by Mr. Holding. If such shares were
entitled to vote as described in the preceding footnote, Mr. Holding would
exercise shared voting power as to such shares.
(17) For a description of the beneficial ownership of $50 par preferred
stock by Frank B. Holding, see footnote (6) of the section of this Proxy
Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(18) For a description of the beneficial ownership of $20 par preferred
stock by E. Hite Miller, Sr., see footnote (8) of the section of this Proxy
Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(19) For a description of the beneficial ownership of $20 par preferred
stock by Frank B. Holding, see footnote (9) of the section of this Proxy
Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(20) For a description of the beneficial ownership of no par preferred
stock by Frank B. Holding, see footnote (10) of the section of this Proxy
Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(21) Frank B. Holding does not hold of record any shares of non-voting
preferred stock and disclaims beneficial ownership as to 377 shares shown above
and held by his adult daughters and their spouses.
REQUIRED REPORTS OF BENEFICIAL OWNERSHIP
Bancorp's directors and executive officers are required to file certain
reports with the Securities and Exchange Commission regarding the amount of and
changes in their beneficial ownership of Bancorp's common and preferred stock.
Based on its review of copies of those reports, Bancorp's proxy materials are
required to disclose failures to report shares beneficially owned or changes in
such beneficial ownership or to timely file required reports. It has come to
Bancorp's attention that Director Hancock inadvertently failed to timely report
gifts of an aggregate of 738 shares in trust for the benefit of his children.
The required report has now been filed.
PROPOSAL 1: FIXING THE NUMBER OF DIRECTORS
The Bylaws of Bancorp provide that the Board shall consist of not less than
seven nor more than 34 directors. Currently, there are 26 directors and
management proposes that the number of directors to be elected at the Annual
Meeting be set at 26. Pursuant to the Bylaws and in accordance with South
Carolina law, during the interim between Annual Meetings the Board of Directors
may increase the number of directorships within the range set forth above and
may elect additional directors to fill vacancies created by any such increase.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE THEIR SHARES IN
FAVOR OF FIXING THE NUMBER OF DIRECTORS TO BE ELECTED AT 26.
PROPOSAL 2: ELECTION OF DIRECTORS
The persons listed below have been nominated for election at the Annual
Meeting as directors of Bancorp for terms of one year or until their
resignation,retirement, death, removal or disqualification,or until their
respective successors have been duly elected and qualified. Each nominee is
presently a director of Bancorp and the Bank and has served continuously since
originally elected to the Board of Directors in the year indicated below.
Bancorp was formed in 1982 to be the holding company of the Bank (which was
chartered in 1970) and service prior to 1970 of several directors on the Boards
of various merging banks or predecessors of the Bank is not shown below.
Management's 26 nominees are as follows:
6
<PAGE>
<TABLE>
<CAPTION>
YEAR IN
POSITIONS WITH WHICH PRINCIPAL OCCUPATION AND
NAME,ADDRESS BANCORP FIRST BUSINESS EXPERIENCE FOR
AND AGE AND BANK ELECTED PAST FIVE OR MORE YEARS
<S> <C> <C> <C>
Jim B. Apple Director, President 1993 President and Chief Operating
Columbia, SC and Chief Operating Officer of Bancorp and Bank
42 Officer; Member of (formerly Executive Vice
Executive Committee President); previously
President, Director and Chief
Executive Officer, Republic
National Bank, Columbia, SC
Richard W. Blackmon Director; Member of 1970 Owner, Richard Blackmon
Lancaster, SC Executive Committee Construction Co.
80 construction and land
development)
George H. Broadrick Director; Chairman 1972 Director, Consultant,
Charlotte, NC of Audit and Compensation Chairman of the Executive
72 Committees Committee and retired President,
First Citizens BancShares,Inc.
and First-Citizens Bank & Trust
Company, Raleigh, NC
T. E. Brogdon (1) Director; 1970 Consultant to Bank; retired
Lancaster, SC Consultant banker
62
William M. Faulkner, Jr. Director; 1986 Consultant to Bank; retired
Sharon,SC Consultant banker
74
Laurens W. Floyd Director; Member 1988 President and Chief Executive
Dillon, SC of Audit Committee Officer, Dillon Provision Co., Inc.
66 (wholesale meat distributors)
Charles S. Haltiwanger Director; Member 1970 Retired businessman
Columbia, SC of Audit and
77 Compensation Committees
William E. Hancock, III Director 1976 President, Hancock Buick/BMW
Columbia, SC Company (automobile dealer)
49
T. J. Harrelson Director 1970 Retired businessman
Columbia, SC
81
Robert B. Haynes (2) Director 1972 Vice President and Secretary,
Columbia, SC C. W. Haynes and Company, Inc.
49 (mortgage banking and real estate)
Wycliffe E. Haynes (2) Director 1972 Vice President and Treasurer,
Columbia, SC C. W. Haynes and Company, Inc.
51 (mortgage banking and real estate)
Albert R. Heyward, II Director 1970 Retired; Chairman of the
Columbia, SC Board,W. B. Guimarin & Co., Inc.
81 (mechanical contractors)
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
YEAR IN
POSITIONS WITH WHICH PRINCIPAL OCCUPATION AND
NAME,ADDRESS BANCORP FIRST BUSINESS EXPERIENCE FOR
AND AGE AND BANK ELECTED PAST FIVE OR MORE YEARS
<S> <C> <C> <C>
Carmen P. Holding (3) Director 1992 Showroom salesperson,
Atlanta, GA Scalamandre, Inc. (decorative
26 fabrics manufacturer and
wholesaler); former management
trainee/Trust Department, First-
Citizens Bank & Trust Company,
Raleigh, NC
Frank B. Holding (3) Vice Chairman of 1970 Executive Vice Chairman of
Smithfield, NC the Board; Chairman of the Board (former Vice
66 Executive Committee Chairman),First Citizens
BancShares,Inc. and First-
Citizens Bank & Trust Co.
Raleigh, NC; Vice Chairman
(former President), Bancorp and
Bank; Director, Southern
BancShares (N.C.),Inc.,
Mount Olive, NC
Dan H. Jordan Director 1970 Retired farmer and businessman
Nichols,SC
71
Thomas W. Lane Director 1970 Retired realtor
Pawleys Island, SC
78
Russell A. McCoy, Jr. Director; Member 1970 Consultant, South Carolina
Columbia, SC of Audit Committee Department of Commerce
83
E. Hite Miller, Sr. Chairman of the Board 1980 Chairman of the Board and
Spartanburg, SC and Chief Executive Officer; Chief Executive Officer
69 Member of Executive Committee (formerly also President) of
Bancorp and Bank; prior to that,
Senior Vice President and
Regional Administrator of Bank
N. Welch Morrisette,Jr. Director 1970 Retired attorney
Columbia, SC
73
E. Perry Palmer Director 1993 President and Owner,
Columbia, SC E. P. Palmer Corporation
59 (funeral service)
J. William Pitts, Sr. Director 1970 Retired physician
Columbia, SC
74
Bruce L. Plyler Director 1970 Retired businessman
Lancaster, SC
75
L. H. Rowell Director 1970 Retired businessman
Bennettsville, SC
81
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
YEAR IN
POSITIONS WITH WHICH PRINCIPAL OCCUPATION AND
NAME,ADDRESS BANCORP FIRST BUSINESS EXPERIENCE FOR
AND AGE AND BANK ELECTED PAST FIVE OR MORE YEARS
<S> <C> <C> <C>
William E. Sellars Director; Member of 1970 President, C. W. Haynes and
Columbia, SC Executive and Compensation Company, Inc. (mortgage
70 Committees banking and real estate)
Henry F. Sherrill (4) Director; Member of 1970 Attorney and Partner,
Columbia, SC Executive Committee Sherrill and Roof, L.L.P.
72 (formerly an attorney with
Sherrill & Rogers, P.C.)
J. A. Stanley Director; Member 1970 Retired banker; Secretary and
Lake View, SC of Audit Committee Treasurer, Carpostan
65 Industries,Inc. (textile
manufacturer)
</TABLE>
(1) T. E. Brogdon has been nominated for election as a director pursuant to
a retirement and consulting agreement entered into upon his retirement as an
officer of the Bank and in which he agreed to continue serving as a director.
(2) Robert B. Haynes and Wycliffe E. Haynes are brothers.
(3) Carmen P. Holding is the niece of Frank B. Holding.
(4) Henry F. Sherrill is an attorney and partner with the law firm of
Sherrill and Roof, L.L.P., which has been retained as general counsel by Bancorp
and the Bank for 1995. Prior to 1995, Mr. Sherrill was an attorney with the law
firm of Sherrill & Rogers, P.C.,which was retained by Bancorp and the Bank as
general counsel during 1994.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE THEIR SHARES IN
FAVOR OF THE 26 NOMINEES LISTED ABOVE.
DIRECTORS' FEES
Each director who is not an executive officer of Bancorp or the Bank
receives $250 for attendance at each Board meeting and $100 for attendance at
each meeting of a committee held on a day other than the date of a Board
meeting.
MEETINGS AND COMMITTEES OF THE BOARDS OF DIRECTORS
Bancorp's and the Bank's Boards of Directors held four meetings in 1994.
All directors attended at least 75% of the aggregate number of meetings of the
Boards of Directors and the committees on which they served.
Each of Bancorp's directors also serves as a director of the Bank.
Bancorp's and the Bank's Boards of Directors each has an Audit Committee which
is made up of the same members, and the Bank's Board of Directors has several
standing committees, including a Compensation Committee. Neither of the Boards
of Directors has a standing Nominating Committee.
The Audit Committee consists of George H. Broadrick - Chairman, Laurens W.
Floyd, Charles S. Haltiwanger, Russell A. McCoy, Jr. and Jack A. Stanley. The
Bank's Audit Director reports directly to the Audit Committee which oversees the
continuous audit program conducted by the Bank's internal audit staff. Subject
to approval of the Board of Directors, the Audit Committee engages a qualified
firm of independent certified public accountants to conduct an annual audit of
Bancorp's consolidated financial statements. It receives written reports,
supplemented by such oral reports as it deems necessary, from such firm and
reviews non-audit services proposed by management to be provided by the
accounting firm. The Audit Committee held four meetings during 1994.
The membership of the Compensation Committee of the Bank is set forth
below. As further described below, the Compensation Committee makes
recommendations to the Board of Directors regarding the salaries of Bancorp's
and the Bank's executive officers and with respect to such other compensation
matters as it deems appropriate. During 1994, the Compensation Committee held
one meeting.
9
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of George H. Broadrick - Chairman,
Charles S. Haltiwanger and William E. Sellars. Mr. Sellars is an officer of C.
W. Haynes and Company, Inc. ("C. W. Haynes"), which was reimbursed the amount
of $2,675 per month by the Bank during 1994 for Mr. Sellars' management
services to the Bank. It is expected that this reimbursement arrangement will
continue in 1995 under substantially the same terms as applied during 1994;
however, the amount of the Bank's monthly reimbursement to C. W. Haynes has been
increased to $2,809 for 1995.
Mr. Broadrick, a director of Bancorp and the Bank and the Chairman of the
Compensation Committee, also is a director, Chairman of the Executive Committee
and a member of the Cash Incentive Plan Committee of First-Citizens Bank & Trust
Company, Raleigh, North Carolina ("FCB/NC"), and its holding company, First
Citizens BancShares, Inc. Mr. Broadrick formerly was President of both such
entities prior to his retirement in 1987 and continues to serve as a consultant
to FCB/NC.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Bank attempts to provide compensation at levels that will enable it to
attract and retain qualified and motivated individuals as officers and
employees. However, at the present time, annual salary is the only form of
compensation paid to or for the benefit of executive officers (other than
benefits under the Bank's 401(k) salary deferral plan and other customary
employee benefit and welfare plans, including a defined benefit pension plan).
The Compensation Committee (the "Committee") administers the Bank's compensation
program and has responsibility for matters involving the compensation of
executive officers.
For 1994, the Committee established a recommended salary for each executive
officer (including the chief executive officer) based on an evaluation of that
officer's individual level of responsibility and performance. The Committee's
recommendations were reported to and subject to the approval of the Board of
Directors which made all final decisions regarding the salaries of executive
officers. The performance of individual executive officers and the Bank's
financial performance generally were considered by the Committee and the Board
of Directors in connection with the setting of salaries for 1994. However, the
setting of salaries largely is subjective and there are no specific formulae,
objective criteria or other such mechanism by which adjustments to each
executive officer's salary are tied empirically to his individual performance or
to the Bank's financial performance.
Mr. Miller is employed by the Bank pursuant to an employment agreement
which provides that his salary will be increased annually by a percentage not
less than the average percentage of increases granted to other officers of the
Bank. For 1994, Mr. Miller's salary was increased to $155,000.
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
deductibility of annual compensation in excess of $1,000,000 paid to certain
executive officers of public corporations. As none of Bancorp's executive
officers receive annual compensation approaching that amount, Bancorp's Board of
Directors has not adopted a policy with respect to Section 162(m).
Compensation Committee: George H. Broadrick, Chairman
Charles S. Haltiwanger
William E. Sellars
10
<PAGE>
EXECUTIVE OFFICERS
The following persons have been designated as "executive officers" of
Bancorp or the Bank by the appropriate Board of Directors. Each executive
officer has served for the past five years in the capacities indicated, with
the exceptions noted below:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
E. Hite Miller, Sr. 69 Chairman of the Board and Chief Executive Officer of Bancorp and
Bank since January 1993 (formerly also President from January
1993 to April 1994); former Senior Vice President and Regional
Administrator of Bank
Frank B. Holding 66 Vice Chairman since January, 1993 (former President) of Bancorp
and Bank
Jim B. Apple 42 President and Chief Operating Officer of Bancorp and Bank since
April 1994 (former Executive Vice President); prior to that,
President and Chief Executive Officer of Republic National Bank,
Columbia, SC
Jay C. Case 53 Treasurer and Chief Financial Officer of Bancorp and Bank; Senior
Vice President and Controller of Bank; President and Treasurer,
Wateree Life Insurance Company and Wateree Agency, Inc.
E. W. Wells 52 Secretary of Bancorp and Bank; Senior Vice President of Bank
William K. Brumbach, Jr. 52 Senior Vice President and Trust Director of Bank
Charles D. Cook 51 Senior Vice President and Commercial Lending Director of Bank
C. W. Jones 61 Senior Vice President and Consumer Lending Director of Bank
Janis B. Summers 44 President, First Citizens Mortgage Corporation of SC since
November 1992 (formerly Executive Vice President); Senior Vice
President of Bank since April 1994
Mike E. Toole 41 Audit Director of Bank since October 1993 (previously Internal
Auditor)
</TABLE>
EXECUTIVE COMPENSATION
The following table shows, for 1994, 1993 and 1992, the cash and certain
other compensation paid to or received or deferred by each of the three most
highly compensated executive officers of Bancorp and the Bank in all capacities
in which they served.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
AWARDS PAYOUTS
OTHER RESTRICTED ALL
NAME AND ANNUAL STOCK OPTIONS/ LTIP OTHER
PRINCIPAL SALARY BONUS COMPENSATION AWARDS SARS PAYOUTS COMPENSATION
POSITION YEAR ($)(1) ($) ($) ($) (#) (#) ($)(2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
E. Hite Miller , Sr. 1994 155,000 -0- -0- -0- -0- -0- 6,750
Chair man and
Chief Executive 1993 140,000 -0- -0- -0- -0- -0- 6,356
Officer (3)
1992 97,682 -0- -0- -0- -0- -0- 2,930
Jim B. Apple 1994 135,000 -0- -0- -0- -0- -0- 6,191
President and
Chief Operating 1993 69,038 -0- -0- -0- -0- -0- 2,130
Officer (4)
1992 - - - - - - -
Jay C. Case 1994 130,000 -0- -0- -0- -0- -0- 5,906
Senior Vice
President and 1993 120,555 -0- -0- -0- -0- -0- 5,479
Chief Financial
Officer 1992 115,760 -0- -0- -0- -0- -0- 3,473
</TABLE>
(1) Includes amounts deferred at the election of each named executive
officer pursuant to the Bank's Section 401(k) salary deferral plan.
(2) Consists entirely of the Bank's contributions on behalf of each named
executive officer to the Bank's Section 401(k) salary deferral plan.
(3) Mr. Miller is employed by the Bank pursuant to an employment agreement,
which provides that his salary will be increased annually by a percentage not
less than the average percentage of increases granted to other officers of the
Bank.
(4) Mr. Apple first became employed by the Bank on April 27,1993,as an
Executive Vice President. He was promoted to President on April 27,1994.
11
<PAGE>
PENSION PLAN
The following table shows the estimated benefits payable to a covered
participant at normal retirement age under the Bank's qualified defined benefit
pension plan (the "Pension Plan") based on various specified numbers of years of
service and various levels of covered compensation.
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL
AVERAGE
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS 45 YEARS
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 11,348 15,130 18,913 22,696 26,478 29,478 29,478
75,000 18,285 24,380 30,476 36,571 42,666 47,166 47,166
100,000 25,223 33,630 42,038 50,446 58,853 64,853 64,853
125,000 32,160 44,880 53,601 64,321 75,041 82,541 82,541
150,000 39,098 52,130 65,163 78,196 91,228 100,228 100,228
175,000 46,035 61,380 76,726 92,071 107,416 117,916 117,916
200,000 52,973 70,630 88,288 105,946 120,000 120,000 120,000
225,000 59,910 79,880 99,851 119,821 120,000 120,000 120,000
</TABLE>
Benefits shown in the table are computed as straight life annuities
beginning at age 65 and are not subject to a deduction for Social Security
benefits or any other offset amount. A participant's compensation covered by
the Bank's pension plan is his or her base salary (including amounts deferred
pursuant to the Bank's Section 401(k) salary deferral plan), and the
participant's benefits are based on "final average compensation" which is the
participant's highest average annual covered compensation for any five
consecutive years during the last ten complete calendar years as a plan
participant. The estimated years of service and "final average compensation",
respectively, as of January 1, 1995, for each of the named executive officers
are as follows: Mr. Miller - 47 years and $112,342; Mr. Apple - 2 years and
$135,000; Mr. Case - 20 years and $116,308. The estimated benefits in the
table above reflect the $120,000 limit on benefits permitted by tax laws for a
participant retiring in 1995. For 1995, the limit on compensation that can be
included in calculating benefits is $150,000; however, compensation in excess of
$150,000 is reflected in the estimated annual benefits shown in the table above.
PERFORMANCE GRAPH
The following line graph compares the cumulative total shareholder return
on Bancorp's common stock ("CTSR") during the previous five fiscal years, with
the CTSR over the same measurement period in the Nasdaq-U.S. index and the
Nasdaq Banks index. Each line graph assumes $100 invested on January 1, 1990,
and that dividends are reinvested in additional shares. However, since Bancorp
has not paid dividends on its common stock during the previous five years, there
is no dividend reinvestment to take into consideration as part of Bancorp's
cumulative total shareholder return.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN AMONG
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.,
NASDAQ BANKS AND NASDAQ-US INDICES
(Chart - appears here plot points are as followed)
12
<PAGE>
<TABLE>
<CAPTION>
YEAR BANCORP NASDAQ BANKS NASDAQ-US
<S> <C> <C> <C>
1989 100 100 100
1990 87 73 85
1991 113 120 136
1992 148 175 159
1993 178 199 181
1994 196 199 177
</TABLE>
TRANSACTIONS WITH MANAGEMENT
Certain directors and executive officers of Bancorp and the Bank and their
associates were customers of and had transactions with the Bank in the ordinary
course of the Bank's business during 1994. All outstanding loans and
commitments included in such transactions were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with others and, in the opinion of the Bank, did not
involve more than a normal risk of collectibility or present other unfavorable
features.
Certain specific relationships or transactions are described above under
the caption "Compensation Committee Interlocks and Insider Participation" and in
footnote (4) to the table listing directors under the caption "PROPOSAL 2:
ELECTION OF DIRECTORS".
During 1994, the Bank reimbursed First-Citizens Bank & Trust Company,
Raleigh, North Carolina ("FCB/NC"), $6,842 per month for the management services
of Frank B. Holding (who does not receive any compensation directly from Bancorp
or the Bank). Mr. Holding is Vice Chairman of the Board of Bancorp and the
Bank and also serves as Executive Vice Chairman of the Board of FCB/NC and its
holding company, First Citizens BancShares, Inc. It is expected that such
reimbursement arrangement will continue in 1995 under substantially the same
terms as applied during 1994; however, the amount of the Bank's reimbursement to
FCB/NC has been increased to $7,185 per month for 1995.
On December 29, 1984, Twin States Financial Corporation ("TSFC"), an
affiliate of Frank B. Holding, was merged into Bancorp. In connection with the
merger, Bancorp acquired a loan to a former subsidiary of TSFC,Twin States
Farming, Inc. ("TSF"), of which Mr. Holding is President and of which he and
his immediate family own approximately 94% of its outstanding securities. As of
January 1, 1994, TSF owed Bancorp $81,884 under a purchase money installment
note due December 1994, bearing 9% interest per annum and secured by real estate
constituting a substantial portion of the assets of TSF. The note was paid in
full during 1994.
INDEPENDENT ACCOUNTANTS
The certified public accounting firm of Price Waterhouse has been selected
by the Audit Committee to serve as Bancorp's independent public accountants for
1995.
One or more representatives of Price Waterhouse are expected to be present
at the Annual Meeting of Shareholders and available to respond to appropriate
questions, and will have the opportunity to make a statement if they so desire.
AVAILABILITY OF OTHER INFORMATION
Bancorp annually files with the Securities and Exchange Commission an
Annual Report on Form 10-K. UPON WRITTEN REQUEST, BANCORP WILL PROVIDE A COPY
OF ITS MOST RECENTLY FILED FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND
FINANCIAL SCHEDULES, WITHOUT CHARGE TO ANY SHAREHOLDER ELIGIBLE TO VOTE AT THE
ANNUAL MEETING. SUCH REQUESTS SHOULD BE DIRECTED TO E. W. WELLS, SECRETARY,
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC., POST OFFICE BOX 29,
COLUMBIA, SOUTH CAROLINA 29202.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1996 Annual Meeting
must be received at Bancorp's principal executive office in Columbia, South
Carolina, by November 30, 1995, in order to be included in the proxy materials
for such Annual Meeting. It is anticipated that the 1996 Annual Meeting will be
held during April 1996.
13
<PAGE>
OTHER MATTERS
Management knows of no other matters to be presented at the Annual Meeting.
Should other matters properly come before the meeting, or any adjournments
thereof, proxyholders named in the enclosed proxy will be authorized to vote the
shares represented by them in accordance with their best judgment pursuant to
the discretionary authority included in the proxy.
YOU ARE URGED TO SIGN AND RETURN YOUR PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
By Order of the Board of Directors
(Signature - E.W. Wells)
E. W. Wells, Secretary
March 24, 1995
14
<PAGE>
********************************************************************
APPENDIX
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
1230 MAIN STREET, POST OFFICE BOX 29, COLUMBIA, SOUTH CAROLINA 29202
PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby appoints E. Hite Miller, Sr., Jim B. Apple and E. W.
Wells, or any of them, attorneys and proxies, with power of substitution, to
vote all outstanding stock of First Citizens Bancorporation of South Carolina,
Inc. ("Bancorp") held of record by the undersigned on March 10, 1995, at the
Annual Meeting of Shareholders of Bancorp to be held in the Board Room on the
third floor of the First Citizens Banking Center of First-Citizens Bank and
Trust Company of South Carolina, at the corner of Washington and Park Streets,
Columbia, South Carolina at 2:00 p.m. on April 26, 1995, or at any adjournments
thereof.
The undersigned hereby directs that shares represented by this proxy be
voted as follows:
1. FIXING THE NUMBER OF DIRECTORS: Proposal to set the number of directors
to be elected at 26. [ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS: [ ] FOR all nominees listed below (except as
indicated otherwise) [ ] WITHHOLD AUTHORITY to vote for all nominees
listed below.
Nominees: J. B. Apple; R. W. Blackmon; G. H. Broadrick; T. E. Brogdon; W. M.
Faulkner, Jr.; L. W. Floyd; C. S. Haltiwanger; W. E. Hancock, III; T. J.
Harrelson; R. B. Haynes; W. E. Haynes; A. R. Heyward, II; C. P. Holding; F. B.
Holding; D. H. Jordan; T. W. Lane; R. A. McCoy, Jr.; E. H. Miller, Sr.; N. W.
Morrisette, Jr.; E. P. Palmer; J. W. Pitts, Sr.; B. L. Plyler; L. H. Rowell; W.
E. Sellars; H. F. Sherrill; and J. A. Stanley (Instruction: To withhold
authority to vote for any individual nominee, write that nominee's name on the
line provided.)
3. OTHER BUSINESS: The persons named herein as attorneys and proxies are
authorized to vote the shares represented by this proxy according to their best
judgment on such other matters as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED ABOVE. IN
THE ABSENCE OF ANY DIRECTION, THE PROXYHOLDERS WILL VOTE THIS PROXY "FOR"
PROPOSAL 1 AND "FOR" THE ELECTION OF ALL THE NOMINEES LISTED IN PROPOSAL 2 ABOVE
BY CASTING AN EQUAL NUMBER OF VOTES FOR EACH SUCH NOMINEE. IF, AT OR BEFORE THE
TIME OF THE MEETING, ANY OF THE NOMINEES LISTED IN PROPOSAL 2 HAVE BECOME
UNAVAILABLE FOR ANY REASON, THE PROXYHOLDERS HAVE THE DISCRETION TO VOTE FOR A
SUBSTITUTE NOMINEE OR NOMINEES. IF CUMULATIVE VOTING IS FOLLOWED IN
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
THE ELECTION OF DIRECTORS, THE PROXYHOLDERS MAY, IN THEIR DISCRETION, VOTE
THE SHARES TO WHICH SUCH PROXY RELATES ON A BASIS OTHER THAN EQUALLY FOR EACH OF
THE NOMINEES NAMED ABOVE AND FOR LESS THAN ALL SUCH NOMINEES, BUT IN SUCH EVENT,
THE PROXYHOLDERS WILL CAST SUCH VOTES IN A MANNER WHICH WOULD TEND TO ELECT THE
GREATEST NUMBER OF SUCH NOMINEES (OR ANY SUBSTITUES THEREFOR) AS THE NUMBER OF
VOTES CAST BY THEM WOULD PERMIT.
Please date and sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
Dated _____________________________________________________________, 1995
_________________________________________________________________(SEAL)
(Signature)
__________________________________________________________________SEAL)
(Signature if held jointly)
NUMBER OF SHARES:
________________Common
________________Series A $50 Par Preferred ________________Series B $50 Par
Preferred ________________Series C $20 Par Preferred ________________Series F
$50 Par Preferred ________________Series G No-Par Preferred
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE
ENCLOSED ENVELOPE
