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 12/31/95 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 29, 1996 was $49,167,019. 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 29, 1996, there were 892,813 outstanding shares of the
Registrant's Common Stock, $5.00 par value per share and 47,720 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, 1995 are incorporated by reference into Parts I and II.
(2) Portions of Registrant's definitive Proxy Statement dated March 22,
1996 for the Annual Meeting of Shareholders to be held April 24, 1996 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, 1995,
and the assets of the Bank constituted approximately 99% of the consolidated
assets of Bancorporation at December 31, 1995. Wateree Enterprises, Inc., a
wholly-owned subsidiary of the Bank, 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.
PART 1 (CONTINUED)
2
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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
fifth largest commercial bank in South Carolina and has 115 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, 1995, approximately 66% of the revenues of
the Bank were derived from interest and fees on loans, 19% from income on
investment securities, .4% from income on temporary investments, .6% from trust
fees, 8% from service charges on deposit accounts and 6% from other sources.
During 1995, the Bank acquired Summerville National Bank, Summerville,
South Carolina and branch locations in Liberty and Central South Carolina, from
another financial institution. Further information concerning these transactions
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, 1995, commercial and real estate loans
accounted for approximately 70% of the Bank's total loans. Interest and fees on
commercial and real estate loans constituted 46% of the Bank's operating
revenues for the year ended December 31, 1995.
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, 1995, consumer loans accounted for
approximately 30% 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, 1995.
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
.6% of the Bank's operating revenues for the year ended December 31, 1995.
3
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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 1995 Annual Report to
Shareholders which is incorporated herein by reference.
Non-Banking Subsidiary
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 $463,163 or .3% of Bancorporation's consolidated
operating revenues for the year ended December 31, 1995. For the year ended
December 31, 1995, Wateree had a loss of $20,824 . Total insurance in force
amounted to $33,188,000 at December 31, 1995.
Wateree Agency, Inc. acts as agent for the sale of insurance to the Bank's
customers. Net income for the year ended December 31, 1995 was not material.
During 1995, First Citizens Mortgage Corporation, a wholly-owned mortgage
banking company, was made a department of the Bank in order to offer more
effective customer services and broaden the Bank's mortgage activities.
Employees of Bancorporation
Bancorporation has no salaried employees. As of December 31, 1995, the
Bank and its subsidiaries had 946 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, other businesses 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 fifth 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
1996, 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, 1995 of $80,441. 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 172 properties having a book value at December
31, 1995 of $33,134,404 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 1995 was approximately
$353,000, which was offset by $700,000 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 1995 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
1995 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 17 of the Registrant's 1995 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 18 through
31 of the Registrant's 1995 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 10 and Page 11 of Bancorporation's
definitive Proxy Statement dated March 22, 1996, 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 22, 1996, 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 22, 1996, 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 22, 1996, 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 1995 Annual Report to Shareholders are incorporated by
reference in Item 8 from pages 17 through 31 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 1995 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 22, 1996.*
*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, 1995.
7
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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: 03/25/96 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.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ E. Hite Miller, Sr. Chairman and Director 03/22/96
E. Hite Miller, Sr.
/s/ Frank B. Holding Vice Chairman and 03/22/96
Frank B. Holding Director
/s/ Jim B. Apple President and Director 03/22/96
Jim B. Apple
/s/ Jay C. Case Treasurer and Chief 03/22/96
Jay C. Case Financial Officer
/s/ Richard W. Blackmon Director 03/22/96
Richard W. Blackmon
Director
George H. Broadrick
/s/ T. E. Brogdon Director 03/22/96
T. E. Brogdon
Director
Laurens W. Floyd
/s/ Charles S. Haltiwanger Director 03/22/96
Charles S. Haltiwanger
Director
William E. Hancock, III
/s/ T. J. Harrelson Director 03/22/96
T. J. Harrelson
/s/ Robert B. Haynes Director 03/22/96
Robert B. Haynes
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Wycliffe E. Haynes Director 03/22/96
Wycliffe E. Haynes
Director
Albert R. Heyward, II
Director
Carmen P. Holding
Director
Dan H. Jordan
Director
Thomas W. Lane
/s/ Russell A. McCoy, Jr. Director 03/22/96
Russell A. McCoy, Jr.
/s/ N. Welch Morrisette, Jr. Director 03/22/96
N. Welch Morrisette, Jr.
/s/ E. Perry Palmer Director 03/22/96
E. Perry Palmer
/s/ Dr. J. William Pitts, Sr.. Director 03/22/96
Dr. J. William Pitts, Sr.
/s/ Bruce L. Plyler Director 03/22/96
Bruce L. Plyler
/s/ Lloyd H. Rowell Director 03/22/96
Lloyd H. Rowell
/s/ William E. Sellers Director 03/22/96
William E. Sellers
/s/ Henry F. Sherrill Director 03/22/96
Henry F. Sherrill
Director
Jack S. Stanley
</TABLE>
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 22, 1996*
*Pursuant to Rule 12b-23(a) (3), this exhibit is
not being filed.
10
<PAGE>
</TABLE>
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.
11
<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.
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.
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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
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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.
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(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.
(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) 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 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.
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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
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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."
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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.
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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.
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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.
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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.
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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.
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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.
23
<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.
24
<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.
25
<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
26
<PAGE>
FIRST CITIZENS
BANCORPORATION
OF SOUTH CAROLINA, INC.
(Photo of a palm tree appears here)
Annual Report
1995
<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 $1.752 billion at December 31, 1995. Its wholly-owned subsidiary is
First-Citizens Bank and Trust Company of South Carolina ("Bank"), which provides
a broad range of banking services through 115 offices in 73 communities
throughout the state. The Bank's subsidiary is 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 24, 1996 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 . . . . . . . . . . . . . . . . . . . . .. 17
Report of Independent Accountants . . . . . . . . . . . . . . . . 17
Consolidated Financial Statements . . . . . . . . . . . . . . . 18
Official Organization Section . . . . . . . . . . . . . . . . . 32
WILLIAM M. "BUD"FAULKNER,JR.
DIRECTOR
It is with deepest regrets that we report that
William M."Bud"Faulkner, Jr.
Died January 9,1996.
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, Interstate/Johnson Lane & Scott and
Stringfellow, affect agency transactions in Bancorporation's voting common stock
from time to time.
There is no trading market for any class of Bancorporation's preferred stock
or for its non-voting common stock. All trading activity for the classes of
Bancorporation's preferred stock and non-voting common stock is in privately
negotiated transactions.
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.
1995 1994
High/Low Bid Price of Voting Common Stock
1st quarter.......................... $99.25/ 95.00 $85.50/83.00
2nd quarter.......................... 106.00/ 99.75 90.00/86.50
3rd quarter.......................... 109.00/106.50 92.50/90.00
4th quarter.......................... 115.00/109.00 95.38/92.50
The approximate number of record holders of Bancorporation's voting common
stock and non-voting common stock at December 31, 1995 was 1,197 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 13 of "Management's Discussion and Analysis" and in Note 10 of
"Notes to Consolidated Financial Statements."
THIS STATEMENT 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
1995 1994 Year
<S> <C> <C> <C>
FOR THE YEAR:
Net income $ 12,558 $ 9,849 27.51%
Net income per common share 13.13 10.24 28.22
FINANCIAL RATIOS:
Net interest margin 4.33% 4.27% 1.41%
Return on average assets .76 .63 20.63
Return on average stockholders' equity 12.04 10.69 12.63
Reserve for loan losses to year-end loans 1.90 2.05 (7.32)
Reserve for loan losses to year-end
nonperforming loans (coverage ratio) 543.50 459.62 18.25
Net loan losses to average loans .11 .15 (26.67)
Equity to assets at year-end 6.40 6.17 3.73
AT YEAR-END:
Assets $1,751,674 $1,589,181 10.22%
Earning assets 1,591,915 1,437,656 10.73
Net loans 1,093,106 917,776 19.10
Core deposits 1,390,926 1,314,714 5.80
Total deposits 1,495,939 1,386,518 7.89
Total stockholders' equity 112,086 98,025 14.34
AVERAGES:
Assets $1,651,842 $1,551,997 6.43%
Earning assets 1,508,956 1,414,375 6.69
Investment securities 471,447 485,745 (2.94)
Net loans 1,015,266 902,889 12.45
Deposits 1,436,548 1,373,612 4.58
Interest-bearing liabilities 1,305,347 1,237,617 5.47
Total stockholders' equity 104,267 92,161 13.14
RISK-BASED CAPITAL RATIOS:
Tier 1 8.62% 8.95% (3.69)%
Total 10.35 11.04 (6.25)
NUMBER OF (AT YEAR-END):
Common shares outstanding 943,533 943,533
Preferred shares outstanding 68,132 68,132
Banking offices 115 114 .88%
ATMs 97 95 2.11
Full-time equivalent employees 946 984 (3.86)
BOOK VALUE PER COMMON SHARE: $ 115.32 $ 100.41 14.85%
</TABLE>
1
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TO OUR STOCKHOLDERS:
For First Citizens Bank, 1995 was another year of expansion. Beginning in
January with the entry into Rock Hill with a temporary facility, First Citizens
Bank acquired two branches in Central and Liberty in May and, in September,
acquired the assets and certain liabilities of Summerville National Bank. In
late December, the Rock Hill staff occupied a permanent facility which
solidified First Citizens Bank's presence in that growing market.
Net income for 1995 was $12.6 million, up 27.51% from the $9.8 million
reported in 1994. This increase was due primarily to an increase in interest
margins and noninterest income, as well as a continued emphasis on control of
noninterest expenses. Also contributing to the increase in net income was a
reduction in the FDIC insurance premium expense.
Deposits increased by 7.98% to $1.495 billion, while net loans grew by
19.10% to $1.093 billion. Our loan growth reflected continued strength in
serving our traditional consumer and small business markets. Loan quality
remained strong with net loan losses to average loans of .11%, down from .15%
for 1994; and, accordingly, the loan loss reserve as a percentage of gross loans
outstanding was reduced to 1.90% of gross loans from 2.05% for 1994.
We invite you to review the section entitled "Management's Discussion and
Analysis" for additional information on our financial performance.
To improve revenues, efficiency, and customer service, First Citizens Bank
completed a comprehensive Profit Improvement Project in 1995. Over $2 million
in recurring pretax improvements were attributable to this intense bankwide
effort. As a result of this project, a goal of continuous improvement in
operations has been adopted throughout management.
Another significant effort was begun in late 1995 that will upgrade the
sales and customer-relation skills of all banking office employees. This
program, named "FC 2000," will help to competitively position First Citizens as
the bank of choice in its markets.
In conjunction with training our people, we have made the commitment to
improve our information systems since our successful conversion to an outsourced
data processing arrangement two years ago. Further automation of our branch
platform and sales systems will continue through 1996 and beyond. These
upgrades will insure that our customers and branch personnel will experience
state of the art capabilities for opening and servicing accounts and
relationships.
Dramatic developments and changes in our industry are receiving much
attention by the media and the public. Management of First Citizens Bank
continues to monitor new technologies and delivery systems with the view that we
will carefully select those initiatives which best serve our customers and
markets. For example, we now sell, install, and support a PC-based business-
banking product, BUSINESS EXPRESS, in conjunction with Automatic Data
Processing.
As we look ahead to 1996, we will continue to execute the above mentioned
improvements and refinements in the way we do business. A possible softening in
the economy may hamper loan demand during the year, while an increasing array of
bank and nonbank competitors will challenge us in our efforts to expand market
share.
However, we do anticipate 1996 to be a year of good opportunity for
continued increases in business volume and earnings. Our long-term commitment to
asset quality remains intact, and we will again make this area a priority during
1996.
The key factor supporting the optimistic outlook for our continuing progress
lies in the dedication of our people. Our loyal and motivated employees readily
accept the challenge of banking in the years ahead.
We are grateful for the spirit of our people and for the interest and
support of our stockholders, directors, and advisory board members in our
efforts to provide safe, sound and secure banking to the people of South
Carolina.
(Signature of E. Hite Miller, Sr.)
E. Hite Miller, Sr.
Chairman of the Board
(Signature of Frank B. Holding)
Frank B. Holding
Vice Chairman of the Board
(Signature of 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 page 18. 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 - except per share data)
(Bullet)Bancorporation earned $12,558 which represents an increase of
$2,709 or 27.51% over 1994 earnings of $9,849.
(Bullet)Total assets increased 10.22% for 1995 and 4.62% for 1994. Assets
totaled $1,751,674 at the end of 1995.
(Bullet)Average earning assets increased 6.69% for 1995 and 6.21% for 1994.
Taxable equivalent net interest income rose $4,967 or 8.22% in 1995, this
followed a decrease in taxable equivalent net interest income of $2,775 or
4.39% in 1994.
(Bullet)The Provision for Loan Losses increased in 1995 to a total of
$2,686, this following a reduction of $1,369 or 34.86% in 1994. The Reserve
for Loan Losses was 1.90% of Gross Loans in 1995 compared to 2.05% of Gross
Loans in 1994. The bank has experienced continuing improvement in asset
quality.
(Bullet)Noninterest income for 1995 increased $1,723 or 9.23% to a total of
$20,390. This followed a decrease of $57 or .30% in 1994.
(Bullet)Noninterest expense totaled $62,171 in 1995, this compared with
$60,239 in 1994. The 1995 expenses were offset by the refund of Federal
Deposit Insurance Premiums in the third quarter and reduced premiums in the
third and fourth quarter of 1995. The effect of the rate reduction and premium
rebate reduced expense levels by approximately $1,415 on an after tax basis in
1995.
(Bullet) The return on average assets were .76% for 1995 and .63% for 1994.
For the same years, the return on average stockholders' equity were 12.04% and
10.69%, respectively.
(Bullet)In 1995, the ratio of average equity to average assets was 6.31%
compared with 5.94% a year earlier. The risk adjusted total capital ratio was
10.35% compared with 11.04% twelve months earlier. The equity and capital
ratios have been effected slightly over the past two years because of leverage
created by the purchase of assets. Net income per common share for 1995 was
$13.13, an increase of $2.89 compared to $10.24 for 1994. Book value per
common share at year end reached a new milestone of $115.32 up from $100.41 a
year ago.
(Bullet)During 1995, the Bank acquired Summerville National Bank,
Summerville, South Carolina and branch locations in Liberty and Central, South
Carolina from another financial institution. The three locations had deposits
of $51,314 and loans of $19,967. Premiums paid for these locations totaled
$4,894.
(Bullet)First Citizens Mortgage Corporation, a wholly owned mortgage
banking company, was made a department of the Bank in 1995 in order to offer
more effective customer service and broaden the Bank's mortgage activities.
RETURN ON AVERAGE ASSETS
(in percentages)
(Bar graph appears here with the following plot points.)
1991 1992 1993 1994 1995
0.56 0.88 0.88 0.63 0.76
RETURN ON AVERAGE STOCKHOLDERS' EQUITY
(in percentages)
(Bar graph appears here with the following plot points.)
1991 1992 1993 1994 1995
11.37 18.6 16.57 10.69 12.04
BOOK VALUE PER COMMON SHARE AT YEAR END
(Dollars)
(Bar graph appears here with the following plot points.)
1991 1992 1993 1994 1995
59.35 72.04 85.62 100.41 115.32
3
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 1: SIX-YEAR SUMMARY OF SELECTED FINANCIAL DATA
(Dollars in thousands - except per share data)
<TABLE>
<CAPTION>
Five-Year
Compound
1995 1994 1993 1992 1991 1990 Growth Rate
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Interest income.................. $117,329 $99,769 $100,139 $104,424 $101,320 $94,165 4.50%
Interest expense................. 53,527 40,821 38,426 47,267 56,913 54,803 (.47)
Net interest income.............. 63,802 58,948 61,713 57,157 44,407 39,362 10.14
Provision for loan losses........ 2,686 2,558 3,927 4,161 4,066 2,695 (.07)
Net interest income after
provision for loan losses....... 61,116 56,390 57,786 52,996 40,341 36,667 10.76
Noninterest income............... 20,390 18,667 18,724 18,066 15,361 14,241 7.44
Investment securities
gains (losses).................. 1,332 42
Total noninterest income......... 20,390 18,667 18,724 19,398 15,361 14,283 7.38
Salaries and employee benefits... 28,298 27,638 26,542 24,720 21,902 20,259 6.91
Other expense.................... 33,873 32,601 30,899 29,788 24,623 22,010 9.01
Total noninterest expense........ 62,171 60,239 57,441 54,508 46,525 42,269 8.02
Income before income taxes and
cumulative effect of change in
accounting principle............ 19,335 14,818 19,069 17,886 9,177 8,681 17.37
Applicable income taxes.......... 6,777 4,969 6,286 5,785 2,725 2 ,812 19.24
Income before cumulative
effect of a change in
accounting principle............ 12,558 9,849 12,783 12,101 6,452 5,869 16.43
Cumulative effect on prior years
(to 12/31/92) of changing to a
different method of accounting
for income taxes................ 221
NET INCOME....................... $ 12,558 $ 9,849 $ 13,004 $ 12,101 $ 6,452 $ 5,869 16.43
EARNINGS PER COMMON SHARE:
Income before cumulative
effect of a change in
accounting principle............ $ 13.13 $ 10.24 $ 13.34 $ 12.61 $ 6.63 $ 5.97 17.07
Cumulative effect on prior years
(to 12/31/92) of changing to a
different method of accounting
for income taxes................ .23
NET INCOME....................... $ 13.13 $ 10.24 $ 13.57 $ 12.61 $ 6.63 $ 5.97 17.07
BOOK VALUE PER COMMON SHARE...... $ 115.32 $100.41 $ 85.62 $ 72.04 $ 59.35 $ 52.68 16.96
Weighted average common
shar es outstanding............. 943,533 944,799 945,533 945,914 946,225 951,668 (.17)
RATIOS (AVERAGES):
Loans to deposits................ 70.67% 65.73% 63.45% 63.18% 67.76% 68.39%
Net loan losses to loans......... .11 .15 .30 .38 .46 .29
Net interest margin.............. 4.33 4.27 4.75 4.71 4.37 4.47
Stockholders' equity to:
Total assets.................... 6.31 5.94 5.33 4.74 4.91 5.00
Deposits........................ 7.26 6.71 5.99 5.31 5.53 5.66
Return on assets................. .76 .63 .88 .88 .56 .58
Return on stockholders' equity... 12.04 10.69 16.57 18.60 11.37 11.65
SELECTED AVERAGE BALANCES:
Assets.......................... 1,651,842 1,551,997 1,472,592 1,373,117 1,154,209 1,008,791 10.37
Earning assets.................. 1,508,956 1,414,375 1,331,670 1,240,236 1,041,939 905,497 10.75
Investment securities........... 471,447 485,745 474,136 439,121 312,475 266,609 12.08
Loans, net of unearned income... 1,015,266 902,889 831,335 773,722 694,452 609,159 10.76
Deposits........................ 1,436,548 1,373,612 1,310,207 1,224,535 1,024,934 890,771 10.03
</TABLE>
4
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NET INTEREST INCOME: (Dollars in thousands)
Net interest income represents the principal source of earnings for
Bancorporation. Net interest income equals the amount by which interest income
exceeds interest expense. For 1995, interest income represented 85.19% of
revenues (interest income plus noninterest income) compared with 84.24% in 1994.
Net interest income totaled $63,802 in 1995 compared with $58,948 in 1994. The
growth in net interest income in 1995 was a result of growth in average earning
assets due to acquisitions and promotional activities and modest increased
yields on these earning assets.
Net interest income to average earning assets (net interest margin) is a
primary measure used in evaluating the effectiveness of the management of
earning assets and liabilities funding. The net interest margin was 4.33% in
1995 compared to 4.27% in 1994. Although interest expense to average earning
assets increased from 2.89% in 1994 to 3.55% in 1995, the 6.69% growth in
average earning assets exceeded the 5.47% growth in average interest-bearing
liabilities resulting in the increased interest margin.
AVERAGE NET LOANS (Net of Unearned Income)
(Dollars in millions)
(Bar graph appears here with the following plot points.)
1991 1992 1993 1994 1995
695 774 831 903 1015
AVERAGE EARNING ASSETS
(Dollars in millions)
(Bar graph appears here with the following plot points.)
1991 1992 1993 1994 1995
1042 1240 1332 1414 1509
AVERAGE DEPOSITS
(Dollars in millions)
(Bar graph appears here with the following plot points.)
1991 1992 1993 1994 1995
1025 1225 1310 1374 1437
AVERAGE ASSETS
(Dollars in millions)
(Bar graph appears here with the following plot points.)
1991 1992 1993 1994 1995
1154 1373 1473 1552 1652
5
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 2: COMPARATIVE AVERAGE BALANCE SHEETS - YIELDS AND COSTS
(Dollars in thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1995 1994 1993
AVERAGE INTEREST Average Interest Average Interest
BALANCE REV/EXP YIELD* Balance Rev/Exp Yield* Balance Rev/Exp Yield*
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST-EARNING ASSETS:
Loans, net of unearned
interest**..................... $1,015,266 $ 90,325 8.90% $ 902,889 $ 76,077 8.43% $ 831,335 $ 74,260 8.93%
Taxable investment
securities..................... 433,717 24,110 5.56 439,888 20,290 4.61 434,003 22,870 5.27
Non-taxable investment
securities..................... 37,730 3,097 8.21 45,857 3,602 7.85 40,133 3,335 8.31
Federal funds sold.............. 9,009 520 5.77 11,369 464 4.08 10,922 331 3.03
Other earning assets............ 13,234 886 6.69 14,372 832 5.79 15,277 849 5.56
Total interest-earning
assets........................ 1,508,956 118,938 7.88 1,414,375 101,265 7.16 1,331,670 101,645 7.63
NONINTEREST-EARNING ASSETS:
Cash and due from banks......... 78,275 77,251 80,079
Premises and equipment.......... 42,028 37,973 37,869
Other , less reserve for
loan losses.................... 22,583 22,398 22,974
Total noninterest-earning
assets........................ 142,886 137,622 140,922
TOTAL ASSETS.................... $1,651,842 $1,551,997 $1,472,592
INTEREST-BEARING LIABILITIES:
Deposits........................ $1,210,281 $ 48,026 3.97 $1,167,826 $ 37,505 3.21 $1,116,377 $ 35,760 3.20
Federal funds purchased
and securities sold
under agreements to
repur chase.................... 82,649 4,504 5.45 55,982 2,291 4.09 54,409 1,591 2.92
Long-term debt.................. 12,417 997 8.03 13,809 1,025 7.42 14,817 1,075 7.26
Total interest-bearing
liabilities.................. 1,305,347 53,527 4.10 1,237,617 40,821 3.30 1,185,603 38,426 3.24
Net interest spread............. 3.78 3.86 4.39
NONINTEREST-BEARING LIABILITIES:
Demand deposits................. 226,267 205,786 193,830
Other liabilities............... 15,961 16,433 14,690
Total noninterest-bearing
liabilities................... 242,228 222,219 208,520
Stockholders' equity............ 104,267 92,161 78,469
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY............ $1,651,842 $1,551,997 $1,472,592
Net interest income............. $ 65,411 $ 60,444 $ 63,219
Interest income to
earning assets................. 7.88 7.16 7.63
Interest expense to
earning assets................. 3.55 2.89 2.88
Net interest income to
earning assets................. 4.33 4.27 4.75
</TABLE>
*Taxable equivalent yield was calculated using the incremental statutory
federal income tax rate of 35%.
**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
TABLE 3: TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS
(Dollars in thousands)
<TABLE>
<CAPTION>
1995 Compared to 1994 1994 Compared to 1993
Net Net
Interest Change Due To Increase Change Due To Increase
1995 1994 1993 Rate Volume** (Decrease) Rate Volume** (Decrease)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST INCOME*
Loans.................................... $ 90,325 $ 76,077 $ 74,260 $ 4,250 $ 9,998 $14,248 $ (4,573) $6,390 $ 1,817
Investment securities:
Taxable................................. 24,110 20,290 22,870 4,163 (343) 3,820 (2,890) 310 (2,580)
Non-taxable............................. 3,097 3,602 3,335 162 (667) (505) (209) 476 267
Total investment securities.......... 27,207 23,892 26,205 4,325 (1,010) 3,315 (3,099) 786 (2,313)
Other earning assets..................... 886 832 849 130 (76) 54 33 (50) (17)
Federal funds sold and securities
purchased under agreements
to resell............................... 520 464 331 192 (136) 56 119 14 133
Total earning assets.................. 118,938 101,265 101,645 8,897 8,776 17,673 (7,520) 7,140 (380)
INTEREST EXPENSE
NOW accounts............................ 7,362 7,106 6,308 370 (114) 256 108 690 798
Market Rate accounts.................... 8,139 7,658 7,201 873 (392) 481 81 376 457
Other accounts.......................... 2,467 1,824 1,520 378 265 643 104 200 304
Certificates of Deposit in
excess of $100,000..................... 2,890 3,039 2,890 (1,510) 1,361 (149) 378 (229) 149
Other certificates of deposit........... 27,168 17,878 17,841 7,498 1,792 9,290 (153) 190 37
Total deposits........................ 48,026 37,505 35,760 7,609 2,912 10,521 518 1,227 1,745
Federal funds purchased and
securities sold under agreements
to repur chase.......................... 4,504 2,291 1,591 760 1,453 2,213 654 46 700
Long-term debt........................... 997 1,025 1,075 84 (112) (28) 23 (73) (50)
Total interest-bearing liabilities.... 53,527 40,821 38,426 8,453 4,253 12,706 1,195 1,200 2,395
Net interest income...................... $ 65,411 $ 60,444 $ 63,219 $ 444 $ 4,523 $ 4,967 $ (8,715) $5,940 $ (2,775)
</TABLE>
*Interest income includes a taxable equivalent adjustment of $1,609, $1,492
and $1,506 for 1995, 1994 and 1993, respectively, using the incremental
statutory federal income tax rate of 35% for those years.
**Volume-rate changes have been allocated to each category based on the
percentage of each to the total change.
INVESTMENT SECURITIES: (Dollars in thousands)
At December 31, 1995, the investment portfolio was $464,981 compared to
$486,681 in 1994. 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 87.55% U.S. Government
obligations at year-end 1995 as compared to 89.57% at year-end 1994. The
remainder of the investment portfolio principally consists of municipal bonds
and notes, owned by Bancorporation.
Average investment securities as a percentage of average earning assets
decreased from 34.34% in 1994 to 31.24% in 1995 due in part to the Bank's
ability to employ the required 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 12.0 months at December 31, 1995 as compared to 9.2 months at December 31,
1994. At year-end, the market value of the held-to-maturity portfolio was
$4,994 above book value, consisting of unrealized gains of $5,056 and unrealized
losses of $62.
The equity securities classified as available for sale are principally
comprised of 183,600 shares of Class A and 45,900 shares of Class B stock in
First Citizens Bancshares of North Carolina. These two issues accounted for
93.20% of the total dollar amount of equity securities.
7
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 4: INVESTMENT SECURITIES ANALYSIS (Dollars in thousands)
<TABLE>
<CAPTION>
1995 1994 1993
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...................... $210,875 $212,199 6.08% $268,991 $265,835 $256,052 $257,533
One to five years.................... 196,198 198,726 6.32 166,935 163,513 155,321 155,635
Five to ten years....................
Total.............................. 407,073 410,925 6.20 435,926 429,348 411,373 413,168
States and political subdivisions:
Within one year...................... 4,445 4,454 6.49 3,870 3,878 8,003 8,017
One to five years.................... 13,927 14,131 7.28 16,111 16,243 18,833 19,148
Five to ten years.................... 21,249 21,755 8.78 14,467 14,702 16,077 16,525
Over ten years....................... 3,131 3,555 11.20 5,537 5,841 9,639 10,569
Total.............................. 42,752 43,895 8.23 39,985 40,664 52,552 54,259
Other securities:
One to five years.................... 918 924 6.31 100 96 100 101
Five to ten years.................... 195 194 8.17 60 55 60 60
Over ten years....................... 858 852 5.81 50 50 50 54
Total.............................. 1,971 1,970 6.28 210 201 210 215
Total interest-earning investments.... 451,796 456,790 6.18 476,121 470,213 464,135 467,642
Stock and other investments........... 13,185 13,185 10,560 10,560 3,842 11,222
Total portfolio.................... $464,981 $469,975 6.18 $486,681 $480,773 $467,977 $478,864
</TABLE>
*Taxable equivalent yield was calculated using the incremental statutory
federal income tax rate of 35%.
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 1995, Bancorporation recorded
a $5,934 increase in stockholders' equity ($9,129, net of tax effect of $3,195)
on equity securities classified as available-for-sale and carried at estimated
fair value.
LOANS: (Dollars in thousands)
Loans comprise the major portion of earning assets of Bancorporation with
average loans accounting for 67.28% and 63.84% of average earning assets in 1995
and 1994, respectively. Gross loans increased $177,234 or 18.91% to $1,114,259
in 1995, up from $937,025 in 1994. Of the total increase of $177,234 from 1994
to 1995, $20,311 represent loans obtained in acquisitions. The remaining loan
growth of $156,923 represents an internal growth rate for loans of 16.75% for
1995. Demand for all types of loans was strong for 1995. The largest portion
of the increase in total loans was attributable to an increase in loans secured
by 1-4 family residential properties which increased $70,286 or 18.02% followed
closely by loans to individuals for household, family and other personal
expenditures which increased $63,124 or 23.41% in 1995. The portfolio mix did
not change significantly in 1995 and no major change is expected in 1996.
8
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 5: DISTRIBUTION OF LOANS (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1995 1994 1993 1992 1991
% 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> <C> <C> <C> <C> <C>
TYPE OF LOANS:
Real estate loans:
Construction and
land development......... $ 16,334 1.47 $ 7,888 .84 $ 18,952 2.15 $ 23,136 2.86 $ 23,741 3.17
Secured by 1-4 family
residential properties... 459,283 41.22 388,997 41.51 345,624 39.23 286,372 35.45 253,799 33.90
Commercial................ 200,088 17.96 173,690 18.54 163,690 18.58 161,959 20.05 148,648 19.85
Loans for purchasing and
carrying securities...... 614 .06 484 .05 469 .05 237 .03 2,143 .29
Loans to farmers........... 6,338 .57 5,843 .62 5,271 .60 5,175 .64 6,375 .85
Commercial and
industrial loans.......... 92,641 8.31 84,900 9.06 86,039 9.77 84,392 10.45 78,220 10.45
Loans to individuals for
household, family, and
other personal
expenditures.............. 332,817 29.86 269,693 28.79 253,874 28.82 240,635 29.78 232,002 30.99
Other loans, all
attributable to domestic
operations................ 6,144 .55 5,530 .59 7,084 .80 5,969 .74 3,748 .50
Total loans............. $1,114,259 100.00 $937,025 100.00 $881,003 100.00 $807,875 100.00 $748,676 100.00
</TABLE>
The bank desires to make business loans for productive purposes where the
business has adequate capital and management expertise to succeed. Consumer
loans are granted for many purposes provided the underwriting criteria is met.
The ability and willingness of the borrower to repay debt are primary to the
credit decision. Repayment ability is established by review of past and future
cash flow coverage for a business or debt to income ratio for a consumer. The
willingness of the borrower to repay debt is reviewed through trade credit for
business and credit bureau reports and other traditional methods for a consumer
loan. Collateral guarantees, loan to value ratios, and terms of a loan are
based on industry and or regulatory standards depending on the loan purpose and
the composition of the collateral provided.
TABLE 6: MATURITIES AND RATE SENSITIVITY OF SELECTED LOANS - DECEMBER 31, 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
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.................. $ 16,334 $12,577 $ 3,757
Commercial, financial and agricultural............. 105,737 35,590 51,811 $18,336
Total............................................. $122,071 $48,167 $55,568 $18,336
RATE SENSITIVITY FOR SELECTED LOANS (OVER ONE YEAR):
Predetermined rate................................. $ 41,386 $32,481 $ 8,905
Floating or adjustable rate........................ 32,518 23,087 9,431
Total............................................. $ 73,904 $55,568 $18,336
</TABLE>
PROVISION AND RESERVE FOR LOAN LOSSES: (Dollars in thousands)
The provision for loan losses totaled $2,686 in 1995 exceeding net credit
losses by $1,607. The provision was higher by $128 or 5.00% from the $2,558
taken in 1994.
Bancorporation manages credit risk through a variety of methods including
credit scoring, loan type parameters and underwriting. In addition, credit
management is centralized using a standardized system of controls and subjecting
the portfolio to detailed credit reviews by individuals independent of the
lending function. In establishing an appropriate level of reserve, the
financial condition of the individual borrower is assessed and a determination
of the value and adequacy of the underlying collateral and loss and delinquency
trends are considered. The management of Bancorporation believe that the
allowance for loan losses of $21,153 provides adequate coverage against
potential loss exposure as of December 31, 1995, although no assurance can be
given that the on-going evaluation of the portfolio in light of economic
conditions will not warrant additional provisions. Improved conditions within
Bancorporation's loan and commitments portfolio including reduced delinquencies
and continued economic improvement, led to a reduction in the reserve from 2.05%
of gross loans in 1994 to 1.90% in 1995. Coverage ratios of nonperforming loans
was 543.50% for 1995 and 459.62% for 1994.
Net loan losses totaled $1,079 or .11% of average loans, a decrease of $291
or 21.24% from $1,370 or .15% of average loans in 1994. Recoveries represented
44.78% of gross loans charged off versus 36.28% in 1994.
9
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Bancorporation maintains the reserve for loan losses to absorb possible
losses in the loan portfolio. The reserve consists of three elements: (i)
reserves established on specific loans, (ii) reserves based on historical loan
loss experience and, (iii) reserves based on economic conditions in
Bancorporation's individual markets. The specific reserve element is based on a
regular analysis of all loans and commitments over a fixed dollar amount where
the internal credit rating is at or below a predetermined classification. The
historical loan loss element represents a projection of future credit problems
as determined by estimates and analysis that examine loss experience and trends
in the portfolio. The general economic condition element is determined by
management and is based on knowledge of specific economic and individual markets
served and how those markets might affect the collectibility of loans and the
marketability of loan collateral in those markets. Bancorporation is committed
to early recognition of possible loan problems and to a strong loan loss
reserve.
TABLE 7: ANALYSIS OF RESERVE FOR LOAN LOSSES (Dollars in thousands)
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Beginning loan loss reserve............... $19,249 $18,061 $16,589 $15,361 $13,301
Charge-offs:
Commercial, financial and agricultural... 35 22
Real estate - mortgage................... 421 607 1,587 1,524 976
Commercial loans to individuals.......... 462 362 356 578 1,106
Installment loans to individuals......... 1,036 1,181 1,259 1,391 1,727
Total charge-offs...................... 1,954 2,150 3,202 3,493 3,831
Recoveries:
Commercial, financial and agricultural... 10 5 12 66
Real estate - construction............... 10
Real estate - mortgage................... 294 265 238 80 130
Commercial loans to individuals.......... 190 167 195 86 155
Installment loans to individuals......... 391 338 309 372 309
Total recoveries....................... 875 780 747 560 660
Total net charge-offs.................. 1,079 1,370 2,455 2,933 3,171
Provision for loan losses................. 2,686 2,558 3,927 4,161 4,066
Reserves related to acquisitions.......... 297 1,165
Ending loan loss reserve.................. $21,153 $19,249 $18,061 $16,589 $15,361
</TABLE>
TABLE 8: ALLOCATION OF RESERVE FOR LOAN LOSSES (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1995 1994 1993 1992 1991
% OF % of % of % of % of
LOANS Loans Loans Loans Loans
TO TOTAL to Total to Total to Total to Total
RESERVE LOANS Reserve Loans Reserve Loans Reserve Loans Reserve Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real estate -
construction............ $ 100 1.47 $ 16 .84 $ 9 2.15 $ 45 2.86 $ 94 3.17
Real estate - mortgage... 7,508 59.17 3,719 60.05 5,096 57.81 4,043 55.50 2,683 53.75
Installment loans to
individuals............. 2,562 29.87 1,792 28.78 1,855 28.82 1,602 29.79 1,596 30.99
Commercial, financial
and agricultural........ 1,581 9.49 1,015 10.33 1,257 11.22 1,077 11.85 823 12.09
Unallocated.............. 9,402 12,707 9,844 9,822 10,165
Total................. $21,153 100.00 $19,249 100.00 $18,061 100.00 $16,589 100.00 $15,361 100.00
</TABLE>
10
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 9: ANALYSIS OF ASSET QUALITY (Dollars in thousands)
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
% 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> <C> <C> <C> <C> <C>
RISK ELEMENTS:
Nonaccrual loans................ $3,323 .30 $2,865 .31 $2,323 .26 $3,540 .44 $4,131 .55
Restructured loans.............. 569 .05 1,323 .14 2,094 .24 1,166 .14 1,037 .14
Total nonperforming loans..... 3,892 .35 4,188 .45 4,417 .50 4,706 .58 5,168 .69
Loans past due 90 days.......... 1,747 .16 827 .09 1,016 .12 812 .10 525 .07
Total......................... $5,639 .51 $5,015 .54 $5,433 .62 $5,518 .68 $5,693 .76
NONPERFORMING ASSETS:
Commercial, financial and
agricultural................... $ 951 .09 $ 238 .03 $ 305 .03 $ 157 .02 $ 207 .03
Consumer........................ 38 .00 106 .01 85 .01 54 .01 68 .01
Real estate..................... 2,903 .26 3,844 .41 4,027 .46 4,495 .55 4,893 .65
Total nonperforming loans..... 3,892 .35 4,188 .45 4,417 .50 4,706 .58 5,168 .69
Other real estate owned......... 473 .04 270 .03 410 .05 315 .04 190 .03
Total nonperforming assets/... $4,365 .39 $4,458 .48 $4,827 .55 $5,021 .62 $5,358 .72
ASSET QUALITY RATIOS:
Reserve to year -end loans...... 1.90% 2.05% 2.05% 2.05% 2.05%
Net loan losses to average loans .11 .15 .30 .38 .46
Coverage ratio.................. 543.50 459.62 408.90 352.51 297.23
</TABLE>
Any loans classified by the Bank or regulatory examiners as loss, doubtful,
substandard or special mention that have been disclosed hereunder, or under the
"Loans" or "Asset Quality" narrative discussions do not (1) represent or result
from trends or uncertainties that management expects will materially impact
future operating results, liquidity or capital resources, or (2) 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.
Interest income related to nonaccrual and restructured loans that would have
been recognized if such loans were current in accordance with their original
contractual terms did not differ materially from the amounts actually
recognized.
Based upon an ongoing assessment of risk elements in the portfolio and
factors affecting credit quality, it is management's opinion that there are
currently no significant unidentifed potential problem credits. However,
factors affecting a borrower's repayment ability may change quickly because of
changing economic conditions and other factors that may affect loan quality.
FUNDING SOURCES: (Dollars in thousands)
Bancorporation's primary source of funding continues to be its deposit
base. Average deposits increased 4.58% to $1,436,548 in 1995 from $1,373,612 in
1994. At year-end, deposits had increased $109,421 or 7.89%. The acquisitions
accounted for $51,314 or 46.90% 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 one hundred thousand dollars. At year-end 1995, $1,390,926 or
92.98% of total deposits of $1,495,939 were considered core deposits. A year
ago, $1,314,714 or 94.82% of total deposits of $1,386,518 were considered core
deposits.
Purchased funds, which consist of large time deposits and short-term
borrowings, are another source of funds. At year-end 1995, large time deposits
increased $33,209 or 46.25% to $105,013 as compared to $71,804 in 1994. Short-
term borrowings, which consist of federal funds purchased, securities sold under
agreements to repurchase and other short-term borrowings, averaged $82,649 in
1995 compared to $55,982 in 1994, an increase of 47.63%.
TABLE 10: TIME DEPOSITS OF $100,000 AND OVER
(Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1995 1994 1993
<S> <C> <C> <C>
3 months or less.................. $ 65,576 $25,187 $27,581
Over 3 months through 6 months.... 17,113 11,258 12,207
Over 6 months through 12 months... 12,456 19,473 21,945
Over 12 months.................... 9,868 15,886 7,918
Total........................... $105,013 $71,804 $69,651
Percent of total deposits......... 7.02% 5.18% 5.21%
</TABLE>
11
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 11: DEPOSIT ANALYSIS (Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
AVERAGE AVERAGE Average Average Average Average
BALANCE RATE Balance Rate Balance Rate
<S> <C> <C> <C> <C> <C> <C>
Demand deposits.................... $ 226,267 $ 205,786 $ 193,830
NOW accounts....................... 340,342 2.16% 345,626 2.06% 312,127 2.02%
Market rate savings................ 263,819 3.09 276,503 2.77 262,945 2.74
Regular and premium savings........ 55,475 4.45 49,501 3.68 44,065 3.45
Time deposits of $100,000 & over... 93,953 5.64 73,640 4.13 79,185 3.65
Other time deposits................ 456,692 5.42 422,556 4.23 418,055 4.27
Total deposits................... $1,436,548 3.34 $1,373,612 2.73 $1,310,207 2.73
</TABLE>
TABLE 12: FEDERAL FUNDS PURCHASED AND SECURITIES SOLD
UNDER AGREEMENTS TO REPURCHASE ANALYSIS (Dollars in thousands)
<TABLE>
<CAPTION>
1995 1994 1993
AMOUNT RATE Amount Rate Amount Rate
<S> <C> <C> <C> <C> <C> <C>
AT YEAR-END*:
Federal funds purchased........................... $ 20,600 6.13% $11,500 6.21% $ 8,000 3.25%
Securities sold under agreements to repur chase... 97,907 4.66 64,416 5.47 63,206 2.87
Total............................................ $118,507 4.91 $75,916 5.58 $71,206 2.91
AVERAGE FOR THE YEAR:
Federal funds purchased........................... $ 3,835 6.22 $ 3,824 4.58 $ 4,750 3.26
Securities sold under agreements to repur chase... 78,814 5.41 52,158 4.05 49,659 2.89
Total............................................ $ 82,649 5.45 $55,982 4.09 $54,409 2.92
MAXIMUM MONTH-END BALANCE:
Federal funds purchased........................... $ 20,600 $20,100 $21,500
Securities sold under agreements to repur chase... 97,907 70,918 65,807
</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 increased 9.23% to $20,390 in 1995, compared to
$18,667 in 1994. Much of the increase was due to an increase in the number of
deposit accounts and an increased emphasis on collecting service fees formerly
waived. Also, at December 31, 1995, the mortgage loan servicing portfolio,
which included $35,021 for the Bank, totaled $520,349 compared to $509,889 in
1994. Mortgage loans serviced but owned by independent investors, are all one-
to four family residential mortgage loans which are reported at the lower of
cost or market, as determined by outstanding commitments from investors or
current investor yield requirements, calculated on an aggregate basis.
Servicing income from independent investors, net of related amortization, was
$679 in 1995.
TABLE 13: NONINTEREST INCOME: (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
% % %
CHANGE Change Change
1995 95/94 1994 94/93 1993 93/92
<S> <C> <C> <C> <C> <C> <C>
Service charges on deposit accounts... $11,348 9.35% $10,378 (8.02)% $10,462 2.93%
Fees for other customer services...... 1,392 (7.81) 1,510 5.67 1,429 6.09
Mortgage servicing.................... 1,974 16.12 1,700 (15.55) 2,013 27.41
Credit card discount.................. 1,944 16.69 1,666 11.07 1,500 13.55
Insurance premiums earned............. 1,182 29.61 912 (10.24) 1,016 (32.94)
Other................................. 2,550 1.96 2,501 8.55 2,304 7.71
Total............................... $20,390 9.23 $18,667 (.30) $18,724 (3.47)
</TABLE>
12
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NONINTEREST EXPENSE: (Dollars in thousands)
Total noninterest expense for 1995 increased 3.21% to $62,171 from $60,239
in 1994. The largest component of this increase was in the amortization of
intangibles resulting from acquisition activity which was partially offset by
decreases in furniture and equipment expense due to lower depreciation and
equipment expense resulting from the outsourcing of data processing in 1994 and
1993. Salaries and employee benefits expense increased 2.39% in 1995 as
compared to 3.96% in 1994. This increase is primarily the result of merit salary
increases in the Bank and the additional salary expense associated with the
acquisitions.
Net occupancy expense increased 7.16% from $3,340 in 1994 to $3,579 in 1995.
Due to premium reduction and refunds, FDIC insurance expense decreased 42.25%
from $3,020 in 1994 to $1,744 in 1995.
TABLE 14: NONINTEREST EXPENSE (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
% % %
CHANGE Change Change
1995 95/94 1994 94/93 1993 93/92
<S> <C> <C> <C> <C> <C> <C>
Salaries and employee benefits...... $28,298 2.39% $27,638 4.13% $26,542 7.37%
Net occupancy expense of premises... 3,579 7.16 3,340 (4.41) 3,494 3.04
Furniture and equipment expense..... 3,838 (19.99) 4,797 (23.64) 6,282 12.66
Stationery and supplies............. 1,176 5.47 1,115 (13.57) 1,290 (13.31)
FDIC insurance assessments.......... 1,744 (42.25) 3,020 (7.67) 3,271 23.67
Telephone........................... 1,260 (3.52) 1,306 1.48 1,287 (11.55)
Amortization of intangibles......... 5,677 37.52 4,128 10.14 3,748 21.06
Bankcard processing fees............ 2,045 11.20 1,839 (2.90) 1,894 10.89
Data processing fees................ 4,559 50.22 4,341 526.41 693 75.44
Other............................... 9,995 14.69 8,715 (2.52) 8,940 (10.90)
Total.............................. $62,171 3.21 $60,239 4.87 $57,441 5.38
</TABLE>
INTANGIBLE ASSETS: (Dollars in thousands)
At year end 1995, intangible assets totaled $16,710, representing a $1,092
net increase over $15,618 in 1994. Annual amortization expense related to
intangible assets was $5,677 or 37.52% higher than last year's expense of
$4,128. The increase in expense was due primarily to goodwill amortization
expense associated with additional acquisitions during 1995 and a full years
amortization for those acquisitions made in 1994.
TABLE 15: INTANGIBLE ASSETS (Dollars in thousands)
<TABLE>
<CAPTION>
December 31,
1995 1994 1993
BALANCE AMORTIZATION Balance Amortization Balance Amortization
<S> <C> <C> <C> <C> <C> <C>
INTANGIBLE ASSETS:
Goodwill.............................. $ 9,802 $2,387 $ 6,482 $1,518 $ 3,280 $ 921
Deposit based premium................. 4,234 1,995 6,194 1,587 7,783 1,824
Purchased mortgage servicing rights... 2,674 1,295 2,942 1,023 3,521 1,003
Total............................... $16,710 $5,677 $15,618 $4,128 $14,584 $3,748
</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
intangible assets. Tier 2 capital consists of mandatory 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 8.62% compared to
8.95% in 1994. The total risk-based capital ratio was 10.35% compared to 11.04%
in 1994. Both of these measures compare favorably with the regulatory minimums
of 4.00% Tier 1 and 8.00% for total risk-based capital.
13
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 16: CAPITAL ADEQUACY (Dollars in thousands - except per share data)
<TABLE>
<CAPTION>
December 31,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
TOTAL STOCKHOLDERS' EQUITY:
Year-end............................ $112,086 $98,025 $84,237 $71,416 $59,583
Average............................. 104,267 92,161 78,469 65,059 56,727
Book value per common share......... 115.32 100.41 85.62 72.04 59.35
Return on average equity............ 12.04% 10.69% 16.57% 18.60% 11.37%
Tier 1 capital ratio................ 8.62 8.95 8.49 7.05 5.81
Total risk-based capital ratio...... 10.35 11.04 10.85 9.70 8.77
INTERNAL CAPITAL GENERATION:
Return on average equity............ 12.04% 10.69% 16.57% 18.60% 11.37%
Earnings retention rate............. 98.64 96.73 98.59 97.79 96.61
Internal capital generation rate*... 11.88 10.34 16.34 18.19 10.98
</TABLE>
*Return on Equity x Earnings Retention Rate = Internal Capital Generation
Rate
INCOME TAXES: (Dollars in thousands)
Applicable income taxes increased $1,808 or 36.39% for the year. Income
taxes computed at the statutory rate are reduced primarily by the interest
earned on state and municipal debt securities and obligations which are exempt
from Federal taxes, and results in substantial interest savings for local
governments and their constituents.
LIQUIDITY: (Dollars in thousands)
The role of Bancorporation's Asset/Liability Management Committee (ALCO) is
to monitor Bancorporation's liquidity position, exposure to interest rate risk
and pricing policies. 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 provided primarily 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 $1,390,926 or 92.98% of total deposits, slightly
up from $1,314,714 or 94.82% in 1994. The weighted average maturity of U.S.
Government obligations, which make up 87.55% of the investment portfolio as of
December 31, 1995, remains relatively short at 12.0 months.
The FDIC has standard guidelines as to what it considers 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 20.00 to 25.00%. Bancorporation's
liquidity ratio at year end was 27.75%.
INTEREST RATE RISK: (Dollars in thousands)
Management of interest rate risk involves maintaining an appropriate
balance between interest-sensitive assets and interest-sensitive liabilities
(Interest Rate sensitivity gap), and reducing Bancorporation's risk of major
changes in net interest income in periods of rapidly changing interest rates. 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.
Gap analysis is the simplest representation of Bancorporation's interest rate
sensitivity. It cannot reveal the impact of factors such as administered rates
(e.g., the prime lending rate), pricing strategies on its consumer and business
deposits, and changes in the balance sheet mix.
The objective of the asset/liability management process is to manage and
control the sensitivity of Bancorporation's income to changes in market interest
rates. This process is under the direction of the Asset and Liability
Committee, comprised of senior bank executives. The committee seeks to maximize
earnings while ensuring that the risks to those earnings from adverse movements
in interest rates are kept within specified limits deemed acceptable by
Bancorporation. Accordingly, the Committee conducts comprehensive simulations
of net interest income under a variety of market interest rate scenarios. These
simulations provide the Committee with an estimate of earnings at risk given
changes in interest rates. While the Committee sees the opportunities and
benefits of utilizing derivative financial instruments (primarily interest rate
swaps, caps and floors) to improve the gap, the Committee has elected not to use
such instruments given the risk inherent in such instruments.
As indicated in the interest rate sensitivity table below, the twelve-month
cumulative gap, representing the total net assets and liabilities that are
projected to reprice over the next twelve months, was liability sensitive in the
amount of $293.0 million at December 31, 1995. However, this negative position
remained within the acceptable parameters listed in our Statement of Funds
Policy. This Statement is guided by asset quality, liquidity and earnings, and
describes the Bank's policy with respect to sources and uses of funds, dividends
and limitations on interbank liabilities. The responsibility for funds
management resides with the Chief Financial Officer with overall guidance
provided by the Chairman and President. 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 1996.
14
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
TABLE 17: INTEREST-SENSITIVITY ANALYSIS AS OF DECEMBER 31, 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
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........... $ 308,355 $ 40,376 $ 46,692 $ 84,971 $ 633,858 $1,114,252
Investment securities................... 37,481 38,976 52,368 97,205 327,839 553,869
Temporary investments................... 12,675 12,675
Total earning assets.................. $ 358,511 $ 79,352 $ 99,060 $ 182,176 $ 961,697 $1,680,796
Interest-Bearing Liabilities:
Savings and core time deposits.......... $ 130,780 $ 125,821 $ 231,921 $ 308,713 $ 351,598 $1,148,833
Time deposits of $100,000 and over...... 1,600 63,976 17,113 12,456 9,868 105,013
Short-term debt......................... 118,506 118,506
Long-term debt.......................... 425 425 850 10,000 11,700
Total interest-bearing liabilities.... 251,311 189,797 249,459 322,019 371,466 1,384,052
Other sources - net..................... 296,744 296,744
Total sources - net..................... $ 251,311 $ 189,797 $ 249,459 $ 322,019 $ 668,210 $1,680,796
Interest-sensitivity gap................ $ 107,200 $ (110,445) $ (150,399) $ (139,843) $ 293,487
% of interest earning assets........... 29.90 (139.18) (151.83) (76.76) 30.52
Cumulative interest-sensitive gap....... $ 107,200 $ (3,245) $ (153,644) $ (293,487)
% of interest earning assets........... 29.90 (4.01) (155.10) (161.10)
</TABLE>
Given an immediate 100 basis point increase in interest rates, the effect on
net interest income could be a reduction of approximately $507 when compared
with the amount of net interest income assumed to be earned absent such an
interest rate increase for the twelve-month period following December 31, 1995.
EARNINGS AND BALANCE SHEET ANALYSIS - 1994 COMPARED TO 1993:
(Dollars in thousands)
Net income was $9,849 in 1994 down 24.26% from $12,004 earned in 1993.
Earnings per share was $10.24 compared to $13.57 in 1993. Return on average
assets was .63% compared to .88% for 1993.
Net interest income totaled $58,948 in 1994 decreasing 4.48% from the
$61,713 level recorded in 1993. The net interest margin decreased to 4.27% from
4.75% in 1993 due to decreasing spreads on interest-earning assets and rates
paid on deposits and borrowings.
The provision for loan losses was $2,558 in 1994 compared to the 1993
provision of $3,927. A decline in charge offs and an increase in recoveries
affected this provision. The reserve for loan losses totaled $19,249, equaling
2.05% of gross loans and 459.92% of problem assets (nonperforming loans and
other real estate) at year end 1994 compared to 2.05% and 408.90% at the end of
the previous year.
Average loans increased 8.61% to $902,889 in 1994 up from $831,335 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 $485,745 in 1994 increasing by $11,609 or 2.45% over the previous year
end. Average temporary investments in federal funds decreased from $10,922 in
1993 to $11,423 in 1994 and represented .82% and .76% of average earning assets
in 1993 and 1994, respectively.
Total deposits averaged $1,373,612 in 1994, an increase of $63,405 or 4.84%
over 1993. Core deposits increased $47,998 or 3.79% to $1,315 at year end 1994.
The majority of the growth occurred in demand deposits.
Noninterest income declined .30% to $18,667 in 1994 compared to $18,724 in
1993. Noninterest expense in 1994 amounted to $60,239 representing a 4.87%
increase over 1993. Intangible assets totaled $15,618 in 1994 which represents
a $1,034 increase from $14,584 at year-end 1993.
The average leveraged capital ratio was 5.16% in 1994, up from 4.85% in
1993. Total equity capital equaled 6.17% of total assets at year-end 1994
compared to 5.55% one year before.
ACCOUNTING AND REGULATORY MATTERS:
In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed of." This
Statement which is effective for fiscal years beginning after December 15, 1995,
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to be
held and used and for those assets to be disposed of. Effective January 1,
1996, the Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 122, "Accounting for Mortgage Servicing Rights," an amendment of FASB
Statement No. 65. The Company now allocates the total cost of a whole mortgage
loan to the mortgage servicing right and the loan (without servicing rights)
based on relative fair values. The amount capitalized is no longer required to
be reduced if the mortgage loan is sold at a gain. The market value of the
servicing rights for purposes of allocating cost and evaluating impairments is
estimated based upon committed delivery prices allocated thereto under the terms
of existing contracts to sell the mortgage servicing rights. The affects of
adopting SFAS No. 121 and No. 122 are not expected to be material to the
consolidated financial statements.
15
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
SELECTED UNAUDITED QUARTERLY FINANCIAL DATA:
(Dollars in thousands - except per share data)
<TABLE>
<CAPTION>
First Quarter Second Quarter
1995 1994 1993 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Interest income and fees................. $ 26,965 $ 23,921 $ 25,160 $ 28,762 $ 24,484 $ 25,252
Interest expense......................... (12,297) (9,097) (10,134) (13,316) (9,730) (9,701)
Net interest margin...................... 14,668 14,824 15,026 15,446 14,754 15,551
Provision for loan losses................ (404) (298) (975) (1,467) (860) (482)
Noninterest income....................... 4,790 4,482 4,532 4,912 4,629 4,720
Noninterest expense...................... (15,818) (15,018) (13,827) (15,680) (14,908) (14,090)
Income before income taxes and
cumulative effective of a change in
accounting principle.................... 3,236 3,990 4,756 3,211 3,615 5,699
Applicable income taxes.................. (1,087) (1,289) (1,820) (1,063) (1,243) (1,979)
Income before cumulative effect of a
change in accounting principle.......... 2,149 2,701 2,936 2,148 2,372 3,720
Cumulative effect on prior years (to
12/31/92) of changing to a different
method of accounting for income taxes... 221
Net income............................... $ 2,149 $ 2,701 $ 3,157 $ 2,148 $ 2,372 $ 3,720
Earnings per common share:
Income before cumulative effect of a
change in accounting principle.......... $ 2.23 $ 2.81 $ 3.06 $ 2.23 $ 2.46 $ 3.89
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.............. $ 2.23 $ 2.81 $ 3.29 $ 2.23 $ 2.46 $ 3.89
Third Quarter Fourth Quarter
1995 1994 1993 1995 1994 1993
Interest income and fees................. $ 30,186 $ 25,297 $ 24,903 $ 31,416 $ 26,071 $ 24,824
Interest expense......................... (13,782) (10,640) (9,307) (14,132) (11,354) (9,284)
Net interest income...................... 16,404 14,657 15,596 17,284 14,717 15,540
Provision for loan losses................ (1,316) (485) (428) 501 (915) (2,043)
Noninterest income....................... 5,186 4,697 4,593 5,502 4,868 4,880
Noninterest expense...................... (15,354) (15,220) (14,765) (15,319) (15,106) (14,759)
Income before income taxes and
cumulative effect of a change in
accounting principle.................... 4,920 3,649 4,996 7,968 3,564 3,618
Applicable income taxes.................. (1,704) (1,204) (1,662) (2,923) (1,233) (825)
Income before cumulative effect of a
change in accounting principle.......... 3,216 2,445 3,334 5,045 2,331 2,793
Cumulative effect on prior years (to
12/31/92) of changing to a different
method of accounting for income taxes...
Net income............................... $ 3,216 $ 2,445 $ 3,334 $ 5,045 $ 2,331 $ 2,793
Earnings per common share:
Income before cumulative effect of a
change in accounting principle.......... $ 3.37 $ 2.55 $ 3.48 $ 5.30 $ 2.42 $ 2.91
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.............. $ 3.37 $ 2.55 $ 3.48 $ 5.30 $ 2.42 $ 2.91
</TABLE>
16
<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 judgments.
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 offices and employees of
Bancorporation.
REPORT OF INDEPENDENT ACCOUNTANTS
(Price Waterhouse LLP logo appears here)
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, 1995 and 1994, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1995, 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.
PRICE WATERHOUSE LLP
(Signature of Price Waterhouse LLP)
Columbia, South Carolina
January 17, 1996
17
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except par value)
<TABLE>
<CAPTION>
December 31,
1995 1994
<S> <C> <C>
ASSETS
Cash and due from banks (Note 2)............................ $ 88,892 $ 89,814
Interest-bearing deposits in financial institutions......... 12,675 13,950
Investment securities (Notes 1 and 3):
Held-to-maturity , at amortized cost (fair value of $
456,790 in 1995 and $470,235 in 1994).................... 451,796 476,143
Available-for -sale, at fair value (amortized cost of $
4,056 in 1995 and $3,984 in 1994)........................ 13,185 10,539
Total investment securities................................ 464,981 486,681
Gross loans (Note 4):....................................... 1,114,259 937,025
Less: Reserve for loan losses (Note 5).................... (21,153) (19,249)
Net loans................................................... 1,093,106 917,776
Premises and equipment (Note 6)............................. 44,186 40,941
Other real estate owned..................................... 473 270
Interest receivable......................................... 14,225 12,126
Intangible assets........................................... 16,710 15,618
Other assets................................................ 16,426 12,005
TOTAL ASSETS.............................................. $1,751,674 $1,589,181
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits (Note 7):
Demand..................................................... $ 241,824 $ 215,301
Time and savings........................................... 1,254,115 1,171,217
Total deposits.............................................. 1,495,939 1,386,518
Federal funds purchased..................................... 20,600 11,500
Securities sold under agreements to repur chase............. 97,907 64,416
Term loan (Note 9).......................................... 11,700 13,400
Other liabilities........................................... 13,442 15,322
Total Liabilities......................................... 1,639,588 1,491,156
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 1995 and 1994 - 50,720............. 254 254
Voting Common stock - $5.00 par value, authorized
2,000,000 issued and
outstanding 1995 and 1994 - 892,813....................... 4,464 4,464
Surplus.................................................... 55,000 55,000
Undivided profits.......................................... 43,152 30,765
Unrealized gain on investment securities available for
sale, net of taxes....................................... 5,934 4,260
Total Stockholders' Equity............................... 112,086 98,025
Commitments and contingencies (Note 12)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................ $1,751,674 $1,589,181
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans................................. $ 89,800 $ 75,841 $ 73,922
Investment securities:
Taxable................................................... 23,893 20,077 22,870
Non-taxable............................................... 2,013 2,341 2,167
Interest-bearing deposits in financial institutions........ 1,103 1,046 849
Federal funds sold......................................... 520 464 331
117,329 99,769 100,139
INTEREST EXPENSE:
Deposits (Note 7).......................................... 48,026 37,505 35,760
Short-term borrowings...................................... 4,504 2,291 1,591
Term loan (Note 9)......................................... 997 1,025 1,075
53,527 40,821 38,426
Net interest income......................................... 63,802 58,948 61,713
Provision for loan losses (Note 5).......................... 2,686 2,558 3,927
Net interest income after provision for loan losses......... 61,116 56,390 57,786
NONINTEREST INCOME:
Service charges on deposit accounts........................ 11,348 10,378 10,462
Fees for other customer services........................... 1,392 1,510 1,429
Mortgage servicing......................................... 1,974 1,700 2,013
Credit card discount....................................... 1,944 1,666 1,500
Insurance premiums earned.................................. 1,182 912 1,016
Other...................................................... 2,550 2,501 2,304
20,390 18,667 18,724
NONINTEREST EXPENSE:
Salaries and employee benefits (Note 11)................... 28,298 27,638 26,542
Net occupancy expense of premises (Note 6)................. 3,579 3,340 3,494
Furniture and equipment expense (Note 6)................... 3,838 4,797 6,282
Stationery and supplies.................................... 1,176 1,115 1,290
FDIC insurance assessments................................. 1,744 3,020 3,271
T elephone................................................. 1,260 1,306 1,287
Amortization of intangibles................................ 5,677 4,128 3,748
Bankcard processing fees................................... 2,045 1,839 1,894
Data processing fees....................................... 4,559 4,341 693
Other...................................................... 9,995 8,715 8,940
62,171 60,239 57,441
Income before income taxes and cumulative effect
of a change in accounting principle........................ 19,335 14,818 19,069
Applicable income tax expense (Note 8)...................... 6,777 4,969 6,286
Income before cumulative effect of a change in accounting
principle................................................. 12,558 9,849 12,783
Cumulative effect on prior years (to December 31, 1992) of
changing to a different method of accounting for income
taxes.................................................... 221
NET INCOME.................................................. $ 12,558 $ 9,849 $ 13,004
EARNINGS PER COMMON SHARE:
Income before cumulative effect of a change in accounting
principle................................................. $ 13.13 $ 10.24 $ 13.34
Cumulative effect on prior years (to December 31, 1992) of
changing to a different method of accounting for income
taxes.................................................... .23
NET INCOME.................................................. $ 13.13 $ 10.24 $ 13.57
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING.................. 943,533 944,799 945,533
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands)
<TABLE>
<CAPTION>
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, 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)
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
Net income......................... 12,558 12,558
Preferred stock dividends.......... (171) (171)
Change in unrealized gain
on investment securites
available-for-sale, net of tax.... 1,674 1,674
BALANCE AT DECEMBER 31, 1995....... $ 3,282 $ 254 $4,464 $55,000 $ 43,152 $ 5,934 $112,086
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................. $ 12,558 $ 9,849 $ 13,004
Adjustments to reconcile net income to net cash provided
by
operating activities:
Provision for loan losses................................ 2,686 2,558 3,927
Depr eciation and amortization........................... 9,389 8,457 8,624
(Accretion) amortization of investment securities........ (393) (41) 1,602
Deferred income tax (benefit)/expense.................... (1,827) 379 (868)
Gains on sales of premises and equipment................. (202) (100) (87)
(Increase) decrease in interest income receivable........ (1,959) (1,475) 815
Incr ease (decrease) in accrued interest payable......... (2,162) 1,344 (1,796)
Origination of loans held for resale..................... (51,193) (36,001) (73,728)
Proceeds from sales of loans held-for -resale............ 51,075 38,134 71,424
Gains on sales of loans held-for -resale................. (470) (226) (817)
(Increase) decrease in other assets...................... (2,325) (491) (1,365)
Increase (decrease) in other liabilities................. 48 1,209 (909)
Other operating activities............................... 42
NET CASH PROVIDED BY OPERATING ACTIVITIES................. 15,225 23,638 19,826
CASH FLOWS FROM INVESTING ACTIVITIES:
Net increase in loans...................................... (165,110) (59,299) (71,156)
Proceeds from maturities of investment securities, held-
to-maturity.............................................. 255,581
Purchases of investment securities, held-to-maturity....... (226,690) 298,526 180,028
Net decrease in interest-bearing deposits.................. 1,275 (310,675) (190,675)
Proceeds from sales of premises and equipment.............. 528 1,000 750
Purchases of premises and equipment........................ (6,202) 478 246
Decr ease (increase) in other real estate owned............ 267 (8,814) (6,237)
Incr ease in intangible assets............................. (4,887) 140 (94)
Purchase of institutions, net of cash acquired............. (628) (5,162) (857)
NET CASH USED IN INVESTING ACTIVITIES..................... (145,866) (83,806) (87,995)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits................................... 88,999 50,152 53,241
(Decrease) increase in federal funds purchased and
securities
sold under agreements to repur chase...................... 42,591 4,709 25,804
Term loan payments......................................... (1,700) (1,000) (1,000)
Cash dividends paid........................................ (171) (171) (172)
Reacquired preferred stock................................. (11)
Reacquired common stock.................................... (150)
NET CASH PROVIDED BY FINANCING ACTIVITIES................. 129,719 53,540 77,862
(DECREASE) INCREASE IN CASH AND DUE FROM BANKS.............. (922) (6,628) 9,693
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR................ 89,814 96,442 86,749
CASH AND DUE FROM BANKS AT END OF YEAR...................... $ 88,892 $ 89,814 $ 96,442
Supplemental disclosures of cash flow information:
Interest paid.............................................. $ 51,366 $ 39,477 $ 40,222
Income taxes paid.......................................... $ 8,793 $ 3,362 $ 7,692
</TABLE>
The accompanying notes are an integral part of these financial statements.
21
<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 1995 presentation.
PRINCIPLES OF CONSOLIDATION:
The consolidated financial statements include the accounts of First Citizens
Bancorporation of South Carolina, Inc., its wholly-owned subsidiary, First-
Citizens Bank and Trust Company of South Carolina, and its wholly-owned
subsidiary, Wateree Life Insurance Company, collectively "Bancorporation". 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.
ACQUISITIONS:
On September 22, 1995, the Bank acquired Summerville National Bank,
Summerville, South Carolina. As part of the acquisition, assets with a total
fair value of $22,655 were acquired, liabilities of $20,655 were assumed, and
goodwill of $1,881 was recorded. Branch locations in Central and Liberty South
Carolina were also acquired during 1995 from another financial institution.
Deposits of $30,893, loans of $6,862 and goodwill of $3,013 were transferred to
the bank in connection with this acquisition. All acquisitions during 1995,
were accounted for by the purchase method of accounting and are included in the
operating results of the bank for the year ended December 31, 1995.
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.
LOANS AND RESERVE FOR LOAN LOSSES:
Loans are carried at their principal amount outstanding. Interest 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, 1995 and 1994 were $929 and $1,184, 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 The allowance is established at an amount that management
believes will be adequate to absorb probable losses on outstanding credits that
may become uncollectible; however, it is possible that a change in underlying
credit factors and management's evaluation of the allowance, may occur in the
future.
Effective January 1, 1995, Bancorporation adopted SFAS No. 114,"Accounting
by Creditors for Impairment of a Loan," as amended, which requires loans to be
measured for impairment when it is probable that all amounts, including
principal and interest, will not be collected in accordance with the contractual
terms of the loan agreement. It generally requires impairment to be measured on
the basis of discounted expected cash flows. Bancorporation defines impaired
loans as nonaccrual loans. The adoption of SFAS No. 114 did not have a material
effect on Bancorporation's financial position or operating results. In
addition, adopting SFAS No. 114 had no impact on the overall reserve for loan
losses and did not affect Bancorporation's charge-off or income recognition
policies.
NOTE 1 (CONTINUED ON PAGE 23)
22
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 1 (CONTINUED FROM PAGE 22)
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.
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 5 to 10
years). The unamortized balance of purchased mortgage servicing rights was
$2,674 and $2,942 for 1995 and 1994, respectively. The unamortized balance of
goodwill and core deposit intangibles was $9,802 and $4,234 for 1995 and $6,482
and $6,194 for 1994.
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.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE:
Securities sold under agreements to repurchase represent overnight
borrowings with the Bank's customers and are secured by investment securities.
The average rate on these borrowings was 5.41% for 1995.
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,
1995 was approximately $20,063. At December 31, 1995, approximately $21,835 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
an $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.
In prior years, these equity securities were recorded at the lower of amortized
cost or estimated market value in accordance with Bancorporation's previous
accounting policy (see Note 1).
Securities with aggregate par value totaling $236,275 as of December 31,
1995 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 1995 and 1994.
The amortized cost, estimated fair value and contractual maturities of
investment securities at December 31, 1995 and December 31, 1994 are as follows:
NOTE 3 (CONTINUED ON PAGE 24)
23
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 3 (CONTINUED FROM PAGE 24)
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Held-to-Maturity at December 31, 1995:
U. S. Government obligations:
Within 1 year....................................... $ 210,875 $ 1,371 $ (47) $ 212,199
After 1 year but within 5 years..................... 196,198 2,528 198,726
Total............................................... 407,073 3,899 (47) 410,925
States and political subdivisions:
Within 1 year....................................... 4,445 9 4,454
After 1 year but within 5 years..................... 13,927 205 (1) 14,131
After 5 years but within 10 years................... 21,249 506 21,755
After 10 years...................................... 3,131 424 3,555
Total............................................... 42,752 1,144 (1) 43,895
Other securities:
One to five years................................... 918 7 924
Five to ten years................................... 195 1 (2) 195
Over ten years...................................... 858 5 (12) 852
Total.............................................. 1,971 13 (14) 1,970
TOTAL HELD-TO-MATURITY AT DECEMBER 31, 1995....... $ 451,796 $ 5,056 $ (62) $ 456,790
Available-for -Sale at December 31, 1995
Marketable equity securities........................ $ 4,056 $ 9,137 $ (8) $ 13,185
TOTAL AVAILABLE-FOR -SALE AT DECEMBER 31,
1995............................................ $ 4,056 $ 9,137 $ (8) $ 13,185
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
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>
NOTE 4 - LOANS (Dollars in thousands)
Gross loans are composed of the following:
December 31,
1995 1994
Real estate - construction............... $ 16,334 $ 7,888
Real estate - mortgage................... 659,371 562,687
Installment loans to individuals......... 332,817 269,693
Commercial, financial and agricultural... 105,737 96,757
Total Loans........................... $1,114,259 $937,025
Loans for which the original contractual interest terms were reduced during
1995 and 1994 and nonaccrual loans were not material.
24
<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>
1995 1994 1993
<S> <C> <C> <C>
Balance at beginning of year................. $19,249 $18,061 $16,589
Loans charged off............................ (1,954) (2,150) (3,202)
Recoveries on loans previously charged off... 875 780 747
Provision for loan losses.................... 2,686 2,558 3,927
Reserves related to acquisitions............. 297 0 0
Balance at end of year....................... $21,153 $19,249 $18,061
</TABLE>
NOTE 6 - PREMISES AND EQUIPMENT (Dollars in thousands)
Premises and equipment are summarized as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Land.............................................. $ 12,503 $ 12,134 $ 11,026
Buildings and improvements........................ 31,866 30,013 27,129
Furniture and equipment........................... 35,735 42,184 42,173
Leasehold improvements............................ 1,520 1,516 1,583
Construction in progress.......................... 6,530 3,273 102
Total............................................ 88,154 89,120 82,013
Less: Accumulated depreciation and amortization... (43,968) (48,179) (45,160)
Total premises and equipment..................... $ 44,186 $ 40,941 $ 36,853
</TABLE>
Expenses related to depreciation and amortization of $3,712 in 1995 and
$4,329 in 1994 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,
1995 1994 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Demand.............................. $ 241,824 $ 215,301
Savings:
NOW accounts..................... 348,398 343,884 $ 7,362 $ 7,106 $ 6,308
Market rate accounts............. 257,777 271,869 8,139 7,658 7,201
Other............................ 57,713 52,086 2,467 1,824 1,520
Time:
Certificates of deposit in excess
of $100,000.................... 105,013 71,804 5,302 3,039 2,890
Other certificates of deposit.... 485,214 431,574 24,756 17,878 17,841
Total......................... $1,495,939 $1,386,518 $48,206 $37,505 $35,760
</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,
1995 1994 1993
<S> <C> <C> <C>
Taxes currently payable:
Federal....................... $ 8,065 $4,100 $6,555
State......................... 539 490 599
8,604 4,590 7,154
Deferred income taxes:
Federal....................... (1,904) 393 (859)
State......................... 77 (14) (9)
(1,827) 379 (868)
Total Income Tax Expense..... $ 6,777 $4,969 $6,286
</TABLE>
NOTE 8 (CONTINUED ON PAGE 26)
25
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 8 (CONTINUED FROM PAGE 25)
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 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, December 31,
1995 1994 1993
<S> <C> <C> <C>
Deferred tax liabilities:
Tax depreciation over book................................ $ 309 $ 396 $ 409
Interest income, accretion recor ded for book not
taxed until realized.................................... 171 210 197
Deferred loan fees and costs.............................. 325 414 435
Pension costs for tax greater than book................... 853 759 652
Prepaid FDIC insurance premium............................ 46 539
Mark-to-market of equity securities....................... 2,075 2,295
Other, net................................................ 247 262 223
Total deferred tax liabilities............................ 4,026 4,875 1,916
Deferred tax assets:
Allowance for loan losses................................. 7,285 6,638 6,154
Tax net operating loss carryforwards...................... 723 216 280
Employee severance and retir ement benefits............... 365 318 569
Other, net................................................ 1,489 717 402
Gross deferred tax assets................................. 9,862 7,889 7,405
Less deferred tax asset valuation allowance............... (135) (216) (280)
Total deferred tax assets................................. 9,727 7,673 7,125
Net deferred tax assets................................... $ 5,701 $ 2,798 $ 5,209
</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 has NOLs of $686 at December 31, 1995 which will expire in 1996.
Management has recorded a valuation allowance for the deferred tax asset related
to parent company NOLs due to the uncertainty as to the Parent's ability to
generate future taxable income sufficient to use the NOLs before their
expiration. Other deferred tax assets of $1,489 at December 31, 1995,
principally consist of goodwill and core deposit intangible amortization in
excess of tax amortization. Tax loss carryforwards of $1,682 were acquired
through the acquisition of Summerville National Bank These NOLs expire in
various periods through 2010. No valuation allowance is considered necessary
with respect to the deferred tax asset related to NOLs. 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%) to pretax income as a
result of the following differences:
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Tax expense at statutory rate.............................. $6,767 $5,186 $6,674
Incr ease (decrease) in taxes resulting from:
Non-taxable interest on investments..................... (925) (966) (881)
State income taxes, net of federal income tax
benefit............................................... 616 309 384
Other, net.............................................. 319 440 109
$6,777 $4,969 $6,286
</TABLE>
26
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 9 - TERM LOAN (Dollars in thousands)
The outstanding balance of the term loan was $11,700 and $13,400 at December
31, 1995 and 1994, respectively. The term loan agreement is with an unrelated
financial institution and provides an interest rate indexed to prime with a
floor of 7.25% and a ceiling of 12.00% provided Bancorporation complies with the
provisions and covenants of the term loan agreement. At December 31, 1995,
Bancorporation was in compliance with such provisions and covenants and the rate
on the term loan was 8.00%.
Principal maturities of the term loan for the five years subsequent to
December 31, 1995 are as follows:
1996.......... $ 1,700
1997.......... 2,500
1998.......... 2,500
1999.......... 2,500
Thereafter.... 2,500
Total........ $11,700
NOTE 10 - STOCKHOLDERS' EQUITY (Dollars in thousands)
Each share of voting common stock and preferred stock is entitled to one
vote on all matters on which stockholders vote. In certain cases, South
Carolina law provides for class voting of shares and for voting rights for 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 1995,
Series Share 1995 1994 1993 1995 1994 1993 1994 and 1993
<S> <C> <C> <C> <C> <C> <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 20 136 136 136 6,794 6,794 6,794 2.00
E 200 105 105 105 525 525 525 10.00
F 50 1,612 1,612 1,612 32,221 32,221 32,221 2.50
G 50 424 424 424 8,477 8,477 8,477 2.50
$3,282 $3,282 $3,282
</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, 1995, the Bank's leveraged capital ratio was
5.69%.
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>
1995 1994
<S> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligations, including vested
benefits
of $15,047 in 1995 and $14,496 in 1994................... $ 15,419 $ 14,768
Projected benefit obligation for service rendered to
date...................................................... (21,023) (19,303)
Plan assets at fair value, primarily U. S. Government
obligations............................................... 19,589 16,602
Projected benefit obligation in excess of plan assets....... (1,434) (2,701)
Unrecognized prior service cost........................... 1,421 880
Unrecognized net loss..................................... 1,782 3,622
Unrecognized net asset being amortized over 15
years................................................... (22)
Pension asset recorded in consolidated balance sheet........ $ 1,769 $ 1,779
</TABLE>
NOTE 11 (CONTINUED ON PAGE 28)
27
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 11 (CONTINUED FROM PAGE 27)
The following table sets forth the components of pension expense recognized
in Bancorporation's consolidated financial statements:
1995 1994 1993
Service costs................... $ 1,058 $ 1,039 $ 864
Interest costs.................. 1,471 1,207 1,093
Return on plan assets........... 20 20 (898)
Net amortization and deferral... (1,173) (1,245) (334)
Net pension expense.......... $ 1,376 $ 1,021 $ 725
The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation was 7.75% and 7.00% for December 31,
1995 and 1994, respectively. The rate of increase in future compensation used
was 6.00% and 5.00% for December 31, 1995 and 1994, 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 $742 in 1995,
$735 in 1994 and $718 in 1993 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)
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.
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:
1996....................... $ 255
1997....................... 218
1998....................... 169
1999....................... 113
2000....................... 96
Later years................ 137
Total minimum payments.... $ 988
Rental expense, including month-to-month leases, reported in noninterest
expense was $353, $378 and $346 for the years ended December 31, 1995, 1994, and
1993, respectively. There are no contingent rentals, and the expense was more
than offset by sublease rental income of $700, $570 and $300 for the years ended
December 31, 1995, 1994, and 1993, 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, 1995, whose contract amounts represent
the associated credit risk, is as follows:
<TABLE>
<CAPTION>
Contract Amount at December 31,
1995 1994
<S> <C> <C>
Commitments to extend credit......................... $243,948 $201,908
Standby letters of credit and financial guarantees... 1,437 1,233
Total......................................... $245,385 $203,144
</TABLE>
NOTE 12 (CONTINUED ON PAGE 29)
28
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 12 (CONTINUED FROM PAGE 28)
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, 1995, the Bank had no other significant
concentrations of credit risk in the loan portfolio.
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>
1995 1994 1993
<S> <C> <C> <C>
Balance at beginning of year.... $ 20,198 $ 18,968 $ 20,906
New loans and additions......... 34,424 22,239 19,068
Payments and other deductions... (22,009) (21,009) (21,006)
Balance at end of year.......... $ 32,613 $ 20,198 $ 18,968
</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 item processing, deposits, loans, general ledger accounting and
statement rendering functions. Total expenses incurred under this contract
totaled $5,511 and $4,473 for 1995 and 1994. This was a two year contract
expiring January 1996. The terms of the contract agree favorably with other
third party contracts. All computer equipment which was fully depreciated was
disposed for cash in the secondary computer market with no material effect. The
Bank has 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 1995, 1994 and 1993.
NOTE 14 - DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS
(Dollars in thouands)
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 estimates and
present value calculations were used by Bancorporation for the purposes of this
disclosure. Such estimates 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.
NOTE 14 (CONTINUED ON PAGE 30)
29
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 14 (CONTINUED FROM PAGE 29)
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. The fair
value of nonaccruing loans was estimated by discounting expected future cash
flows utilizing risk-free rates of returns, adjusted for credit risk and
servicing cost commensurate with a portfolio of nonaccruing loans.
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 estimate fair value
of existing debt.
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 entities to disclose the fair value of off-balance-
sheet financial instruments for which it is practical 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 commitments is not significant.
The carrying amounts and estimated fair values of Bancorporation's financial
instruments are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1995 December 31, 1994
ESTIMATED Estimated
CARRYING FAIR Carrying Fair
AMOUNT VALUE Amount Value
<S> <C> <C> <C> <C>
Financial assets:
Cash and federal funds sold........................... $ 88,892 $ 88,892 $ 89,814 $ 89,814
Interest-bearing deposits in financial institutions... 12,675 14,839 13,950 14,452
Investment securities................................. 464,981 469,975 486,681 480,774
Loans................................................. 1,114,259 1,255,338 937,025 930,558
Financial liabilities:
Deposits.............................................. 1,495,939 1,556,236 1,386,518 1,383,843
Federal funds purchased and securities
sold under agreements to repur chase................. 118,507 118,507 75,916 75,916
Term loan............................................. 11,700 13,424 13,400 13,702
</TABLE>
30
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
NOTE 15 - BANCORPORATION (PARENT COMPANY ONLY) INFORMATION
(Dollars in thouands)
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,
1995 1994
<S> <C> <C>
ASSETS:
Cash............................................ $ 1,454 $ 1,444
Investment in the Bank.......................... 112,360 101,725
Other assets.................................... 13,338 10,740
TOTAL ASSETS.................................. $127,152 $113,909
LIABILITIES AND STOCKHOLDERS' EQUITY:
Term loan....................................... $ 11,700 $ 13,400
Other liabilities............................... 3,366 2,484
Stockholders' equity............................ 112,086 98,025
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.... $127,152 $113,909
</TABLE>
INCOME STATEMENT DATA
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
INCOME:
Dividend income from the Bank............................ $ 6,201 $ 2,183 $ 1,522
Other.................................................... 296 360 348
6,497 2,543 1,870
EXPENSES:
Interest................................................. 997 1,022 1,074
Other.................................................... 29 17 3
1,026 1,039 1,077
Income before undistributed earnings of the Bank and
income taxes........................................... 5,471 1,504 793
Equity in undistributed earnings of the Bank............. 6,751 8,008 11,848
Income before income taxes.................................. 12,222 9,512 12,641
Applicable income tax benefit............................... 336 337 363
Net Income.................................................. $12,558 $ 9,849 $13,004
</TABLE>
CASH FLOWS DATA
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................ $12,558 $ 9,849 $ 13,004
Adjustments to reconcile net income to net
cash provided by operating activities:
Equity in undistributed earnings of the
Bank......................................... (6,751) (8,008) (11,848)
Decr ease (increase) in other assets........... (28) 82 21
Decr ease in other liabilities................. (16) (55) (68)
NET CASH PROVIDED BY OPERATING ACTIVITIES.......... 5,763 1,868 1,109
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of term loan........................... (1,700) (1,000) (1,000)
Purchase of stock................................. (3,882) (150) (11)
Cash dividends paid............................... (171) (171) (171)
NET CASH USED IN FINANCING ACTIVITIES.............. (5,753) (1,321) (1,182)
INCREASE (DECREASE) IN CASH......................... 10 547 (73)
CASH AT BEGINNING OF YEAR............................ 1,444 897 970
CASH AT END OF YEAR.................................. $ 1,454 $ 1,444 $ 897
Supplemental disclosure of cash flow information:
Interest paid..................................... $ 1,018 $ 1,024 $ 1,090
</TABLE>
31
<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 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
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
DIRECTORS OF WATEREE
LIFE INSURANCE COMPANY
JAY C. CASE
President, Wateree Life Insurance Company
Executive 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
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.
* 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
32
<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
Vice Chairman
JIM B. APPLE
President
JAY C. CASE
Executive Vice President/Controller
CHARLES S. MCLAURIN, III
Executive Vice President/Retail Banking
WILLIAM K. BRUMBACH, JR.
Senior Vice President/Trust Director
CHARLES D. COOK
Senior Vice President
Commercial Lending Director
ED L. PROSSER
Senior Vice President
Consumer Lending Director
JANIS B. SUMMERS
Senior Vice President
First Citizens Mortgage Group Director
MIKE E.TOOLE
Audit and Security Services Director
E.W.WELLS
Senior Vice President
Secretary/Marketing Director
RETAIL BANKING EXECUTIVE
CHARLES S. MCLAURIN, III
Executive Vice President
GROUP EXECUTIVES
BERNARD L. DUKE
Senior Vice President
JERRY M.WILLIAMS
Senior Vice President
DEPARTMENT HEADS
AUDITING
Mike E.Toole
Audit and Security Services 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
Ed L. Prosser
Senior Vice President
Consumer Lending Director
CONTROLLER
Jay C. Case
Executive Vice President/Controller
HUMAN RESOURCES
Carnie P. Hipp, Jr.
Senior Vice President
Human Resources Director
MARKETING
E.W.Wells
Senior Vice President/Marketing Director
EXECUTIVE PROJECTS
Laura W. Messer
Senior Vice President
Executive Projects
TRUST
William K. Brumbach, Jr.
Senior Vice President/Trust Director
FIRST CITIZENS BANCORPORATION
EXECUTIVE OFFICERS
E. HITE MILLER, SR.
Chairman/Chief Executive Officer
FRANK B. HOLDING
Vice Chairman
JIM B. APPLE
President/Chief Operating Officer
JAY C. CASE
Treasurer/Chief Financial Officer
E.W.WELLS
Secretary
MARLENE H. GAUSE
Assistant Secretary
LINDA C. KIDD
Assistant Treasurer
CAROL W. STEVENS
Assistant Secretary
OFFICERS OF WATEREE LIFE
INSURANCE COMPANY
JAY C. CASE
President
FRANK B. HOLDING
Vice President
LINDA C. KIDD
Vice President/Treasurer
CAROL W. STEVENS
Secretary
33
<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 Chancelor
University of South Carolina, Aiken
Richard 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
Holly J. Woltz, Veterinarian
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, CEO/President, The Hartwell
Sports
Thomas P. Hughes, Agent, Mass. Mutual
Insurance
William H. Moorhead, Attorney-at-Law, Jones
Spitz, Moorhead, Baird and Hermeston
Susan M. Tuten, CPA
BARNWELL/WILLISTON
Robert C. Harris, Retired Owner of the Barnwell
People Sentinel Newspaper
Freddie L. Houston, Jr., Supervisor Owens Corning
Thomas R. Jackson, Retired m Former President
of Anderson Oil Company
Q. A. Kennedy, III, Retired
Claudia W. Peeples, Executive Director, Barnwell
County United Way
Terry E. Richardson, Jr., Attorney-at-Law, Ness,
Motley, Loadholt, Richardson & Poole
Thomas R. Rivers, Jr. Owner, Rivers Pharmacy
John J. Sanders, Vice President, First Citizens
Bank and Trust Company of South Carolina
Charles L. Webb, President, Webb Concrete Co.
BEECH ISLAND
J. E. Brannon, Retired
Joan L. Kight, Agent, State Farm Insurance Co.
Steven M. Phillips, Vice President, First Citizens
Bank and Trust Company of South Carolina
Ernest Reddic, Jr., Pharmacist, Belvedere
Belton E. Weeks, III, Attorney-at-Law, Associate
Municipal Judge
BISHOPVILLE
John C. Bell, Jr. Retired
Grady Allen Brown, 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, Prison Industries, Lee
Correctional Institution
C. Ronald Payne, Owner, 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, Owner, Windham Insurance
BOILING SPRINGS
Maureen Bujak, Operator, Boiling Springs Cruise
Vacation
Penny S. Guinn, Assistant Vice President, First
Citizens Bank and Trust Company Of South
Carolina
Leonard F. Holden, Owner & Operator, Boiling
Springs TV & Appliance
Dr. Buddy Jennings, Superintendent,School
District 2
Edith Martin, Michein
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
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, M.D,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, Retired
Brian J. Mickleberry, Vice President/City
Executive First Citizens Bank and Trust
Company of South Carolina
Edwin W. Robeson, Bennett Motor Company
Dan L. Tillman, Jr., President, 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 Crolina
William C. Keels, Attorney, Strickland, Keels and
Simms
Branda 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
Thomas M. Gaskin, Vice President, First Citizens
Bank and Trust Company Of South Carolina
William E. Hough, Owner, Hough Insurance
Agency
Emsley A. Laney, Jr., Retired
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 Farms
Inc.
T. F. Sowell, Farmer
Johnnie S. Thurman, Retired
C. S. Watson, Owner, Watson Brothers
CLEMSON
James L. Bowers, Personnel Director Maxfli Golf
Deborah Dubose, Clemson University Alumni
Assiciation
Gaston Gage, Jr., Owner Gage Realty Company
And Palmetto Appraisal Services
Kenneth R. Kelley, Owner Kelley's Gulf Service
Randall M. Newton, Attorney-at-Law
Lewis H. Patterson, State Farm Agent
H. Mitchell Reynolds, Textile Consultant, Revman
Industries; Retired, J. P. Stevens and
Company, Inc.
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/City
Executive, First Citizens Bank and Trust
Company
Charles A. Thomas, Postmaster, US Postal
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 Brownstein, Owner, Brownstein
Investments
Georgia T. Cooper, General Manager, The
Palmetto Club
Richard Davis, Consultant
B. L. Duke, Senior Vice President/Area Executive
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, Announcer
Ann Ready Smith
Bart J. Witherspoon, Jr., M.D. Pitts Medical
Associates, P, A.
CONWAY
William F. Brown, Jr., Retired
Vivian Chestnut, Conway City Council Member
William F. Davis, General Manager, Pee Dee
Farms Corporation and Conway Shopping
Center
Robert M. Floyd, Jr. President, Robert Floyd and
Associates Insurance
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, President, Coastal Carolina
University
L. Morgan Martin, Attorney-at-Law
Dennis L. Smith, Farmer and Owner, Lands Inn
Ralph Stroman, Attorney-at-Law
Hubert C. Watson, Owner, Garden City Furniture
Company
George L. Williams, Sr. Retired
COWPENS
Paul Dean Abbott, Sr., AAA Fruit Markets, Abbott
Farms, Abbott Sign Company
Edward N. Brigman, Sr., Brigman Realty Co.
Patricia H. Cassidy, Assistant Vice President,
First Citizens Bank and Trust Company of
South Carolina
C. Tyrone Courtney, Attorney-at-Law
Betty R. Eaker, Robb's Department Store
34
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
Charles C. Grant, Pine Ridge Farms and Grant
Textiles
Joseph L. Ponder, Joe Ponder's Used Cars, Inc.
Woodrow W Potter, Potter and Son Mercantile
Co.
DARLINGTON
Marion Didney Belk, President, Belk Funeral
Home, Inc.
Lois G. Davis, Consultant/Darlington
William L. Fleming, President/CEO, Marlboro
Electric Cooperative
John K. Kimbrough, Employee Relations
Representative, Wellman, Inc.
John H. Martin, III, Vice President/City Executive,
First Citizens Bank and Trust Company of
South Carolina
John M. Milling, Attorney-at-Law, Milling Law
Firm, P.A.
DILLON
Horace Arrnette, President, The Arnette
Company
Laurens Floyd, President, Dillon Provision
Company, Inc.
J. B. Gibson, Retired Attorney
Dr. Kenneth Huggins, Veterinarian and Owner,
Dillon Animal Hospital
Marion H. "Son" Kinon, Retired Circuit Judge,
Member , SC House Representatives, Dillon
County
Fitzgerald Lytch, Owner and Operator, Lytch Sign
Service
Charles S. McLaurin, III, Executive Vice President
First Citizens Bank and Trust Company of
South Carolina
Suzanne Bell McLaurin, Owner, G.H. Bell & Son
Jewelers
John M. Parham, Jr. D.D.S.
EASTOVER
Lloyd Douglas, Owner, Richland Supply
Edna W. Scott, Owner, Scott's Bar-B-Que
Robert G. Woods, Assistant Vice President, First
Citizens Bank and Trust Company of South
Carolina
ELGIN
Sara B. Emanuel, Retired
Francis E. James, Kershaw County Magistrate
Andrew T. Moak, Owner, Hammy's Bar-B-Que
Alex B. Robinson, Retired
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, Florence/Darlington
Tech
Elting L. "Ted" Chapman, III, Renaissance
Construction, Inc.
Joseph M. Commander, III, Administrator,
Commander Nursing Center
Munford G. Fuller, President, Fuller, Ward &
Associates, A/A, PA
William T. Jarrell, President, Jarrell Oil Company
Inc.
James N. Maurer, President, WYNN Radio
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
Clenter
Wendell E. Hinson, Part Owner, Apache Family
Campground
Roy C. Jacobs, Jr., 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
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/City Executive,
FirstCitizens Bank and Trust Company of
South Carolina
L. W. Brummer, Business Management
Consultant
Nathaniel E. Cain, President, Carolina Air Care
E. D. Dixon, Minister
Robert Frantz, President, Frantz-Harder and
Assiciates, 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, Director of Operations, Private
Correctional Assistance Center
David M. Herndon, Retired
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, Retired
James D. Davis,Ridge Spring-Monetta High
School
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/City
Executive, First Citizens Bank and Trust
Company of South Craolina
Maynard S. Watson, Retired
Larry Yonce, President, J.W. Yonce & Sons
KERSHAW
Johnnie W. Connell, Retired
Walter D. Goodman, Retired
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, City Executive, First Citizens
Bank and Trust Company or South Carolina
LAKE VIEW
Larry K. Abraham, Retired, Sgt. Major, US Army,
Owner, Riverdale Auto Parts
William F. Bullock, Farmer
John C. Rogers, Pesident and Owner, Lake View
Farm Center and Lake View Home and
Garden Center
Jimmy L. Smith, President, Carpostan Industries,
Inc.
J. A. Stanley, Secretary and Treasurer, Carpostan
Industries, Inc
Ann S., Wallace, President, Wallace-Green Oil
and Gas Company
LANCASTER
Charles R. Bailey, Jr., President, Slaughter
Machinery Co., Inc.
Jack Barrier, Retired
Richard W. Blackmon, Owner, Blackmon
Construction Company
T. E. Brogdon, Consultant, First Citizens Bank
and 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 Souoth Carolina
William L. Harper, Retired
Francis M. Hough, Retired
Bruce L. Plyler, Retired
L. H. Rowell, Retired
R. Lewis Surls, Jr., Retired
Jerry M. Williams, Senior Vice President, First
Citizens Bank and Trust Company of South
Carolina
Michael G. Williams, Partner, First Palmetto
Company
LANDRUM
James B. Cantrell, Retired
A. B. Chesnutt, Chesnutt Insulation Associates
H. Lloyd Howard, Attorney-at-Law
John F. Lawrence, Editor, Landurm News Leader
E. Hite Miller, Jr., Vice President/Branch Manager,
First Citizens Bank and Trust Company of
South Carolina
John L. Petty, Petty Funeral Home
Robert E. Walker, Landrum Insurance Agency
R. Bradford Whitney, M.D.Whitney, Smith &
Epstein, MD'sPC
LEXINGTON
Carolyn Brooks, Owner Harman-Bennett
Company
James W. Johns, James Johns & Associates
J. Thomas Ledbetter, Manager, Pirelli Cable
Corporation
Jim McFarland, Builder, Associated Realty
William E. Payne, Jr., Vice President, First
Citizens Bank and Trust Company of South
Carolina
Byron D. Sistare, Sr., Appraiser, Sistare Appraisal
Services
Phillip M. Spangler, Four Corners Art & Framing
LUGOFF
Charles B. Baxley, Attorney-at-Law
Jean M. Larkin, Owner, Frogden Farms
C. Harold Varn, Jr., Dentist
J. Mack Wiletts, 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, Speical
Program Coordinator, Springs Industries
Iddy Andrews, Information Services Coordinator,
District Five Schools
Robert N. Fogel, Owner, Bob's Upstate
Locksmiths
35
<PAGE>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
James C. Lindey, Owner, Lindey Insurance
Agency
Willie Murphy, Sr., Senior Development
Technician, Cryovac
George E. Wasson, President, American Food
Systems
MARION
Cheryl Allread, Assistant Superintendent for
Instruction, Marion School District One
James A. Blake, Retired Superintendent, Marion
School District One
Emmett W. Flynn, Jr., Owner and Chief Surgeon,
Marion Surgical Associates, PA
William H. Turner, President, Anvill Sportwear
Warren H. Wells, Owner, MI Professional
Management
MOUNT PLEASANT
Dennis E. O'Neill, Attorney-at-Law
Howard A. Taylor, Charleston County Clerk of
Court
MYRTLE BEACH
Mary E. Basden, Vice President, Burroughs &
Chapin Co., Inc.
John D. Brown, Jr., Vice President/City Executive
First Citizens Bank and Trust Company of
South Carolina
Robert M. Grissom, Mayor, City of Myrtle Beach
Samuel H. Killman,III, Chief of Police, City of
Myrtle Beach
Thomas A. Whitaker, M.D., Pothalmologist
Crain E. Woods, Myrtle Beach City Councilman
NICHOLS
Gerald M. Bane, Assistant Vice President/City
Executive, First Citizens Bank and Trust
Company of South Carolina
James A. Battle, Jr., Vice President and Treasurer
J. R. Battle and Company
James M. Devers, Jr., President, Nichols Farm
Supply, Inc.
D. H. Jordan, Retired Farmer
Randy Lovett, Tobacca Farmer, Big L Ware
house
NORTH CHARLESTON
Alvie R. Evans, President, Evans Decelopment
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
Catherine G. Dunnaway, Branch Officer/Branch
Manager, First Citizens Bank and Trust
Company of South Carolina
John Earl Hogan, Retired
Joanne G. Jumper, College Professor, Anderson
College
Lanny F. Littlejohn, President Littlejohn Lumber
Company
Terry K. Phillips, Vice President, First Citizens
Bank and Trust Company of South Carolina
Louise Rochester, Post Mistress, Pacolet Mills
Post Office
Otis Smith, Sr., Milliken-Pacolet Mills Plant
PAGELAND
Thomas F. Agerton, Owner, Pageland Auto Parts
Billy C. Blakeney, M.D., Physician
C. Hamilton Hutto, Vice President/City Executive,
First Citizens Bank and Trust Company of
South Carolina
Perry L. Mungo, President, F. F. And Perry L.
Mungo, Inc.
Roddy W. Outen, President, Jefferson Barns, Inc.
Henry David Pigg, III, Farmer
Ogden Sutton, President, Sutton Funeral Home,
Inc.
Carl M. Trucker, III, President, C. M. Tucker
Lumber Company
SALEM
Joseph J. Antonette, Retired
Lawrence J. Bloomer, Manager, Keowee Division,
Crescent Land and Timber
Judy Hines, Owner, Talk of the Town Beauty
Salon
SALUDA
Ted L. Coleman, Farmer, Big Creek Hill Farms
Lester F. Hembel, Retired
Fred M. Parkman, President, Parkman's
Pharmacy, Inc.
Ralph N. Riley, Owner, Riley Family Practice
Associates, P.A.
William H. Rushton, Jr., Vice President, First
Citizens Bank and Trust Company of South
Carolina
C. David Sawyer, Jr., Family Court Judge
J. Claude Wheeler, Jr., Dairy and Beef Cattle
Farmer
P. S. White, Jr., Attorney-at-Law
SHARON
William B. Arthur, Vice President/City Executive,
First Citizens Bank and Trust Company of
South Carolina
James Charles Bankhead, Jr., Retired
John I. Chason, Retired
Phillip D. Faulkner, Assistant Vice President First
Citizens Bank and Trusts Company
of South Carolina
Jay Gorley, President/Owner, Northwestern, Inc.
W. Park Thomson, Retired
W. L. Whitesides, Jr., Whitesides Company
William S. Wilkerson, III, President, Johm 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
Pamela R. McCulley, Artist
Gaines H. Mason, Jr., Vice President, First
Citizens Bank and Trust Company of South
Carolina
W. C. (Cliff) Neal, Reeves Brothers, Inc.
M. R. Price, Sec4etary/Treasurer, Price's Store for
Men
Charles A. Spann, Sr., Development Specialist,
City Spartanburg
Joe R. Utley, M. D., Foothills Cardiothoracic
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 Souoth Carolina
Thomas J. Wamer, Funeral Director, Bryant
Funeral Home
SUMMMERVILLE
Gary H. Bargmann, President, First Title and
Abstract Company
Peter M. Bristow, Vice President/City Executive,
First Citizens Bank and Trust Company of
South Carolina
William C. Collins, Editor & Publisher,.
Summerville Journal Scene
Carol R. Cox, Vice President/Administrative
Manager
William M. Reeves, Jr., Headmaster, Pinewood
Preparatory School
P. Frank Smith, Retired
TRENTON
Avory Bland, Owner, Bland Funeral Horne
E. Hite Miller, Sr., Chairman, First Citizens Bank
and Trust Company of South Carolina
GraceH. Satcher, Assistant Vice President, First
Citizens Bank and Trust Company of Carolina
Julius M. Vann, Retired
WEST COLUMBIA
Dr. R. B. Antley, optometrist, Doctors of
Optometry
Steven C. Cogburn, Jr., President and Owner,
Cogburn's Restaurant
Bobby T. Howard, President,Cleghorn Group,
Inc.
J. Doyle Pinholster, Vice President, First Citizens
Bank and Trust Company of South Carolina
Russell B. Shealy, President, Russell B. Shealy
and Assoc.
Walter P. "Buddy" Witherspoon, Jr., Dentist
WHITMIRE
Dr. R. L. Bledsoe, Dentist
W. Houghson 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
WOODRUFF
Dr. James Coker, Woodruff Eye Clinic
James M. Gibert, President, Gibert Co., Inc.
(Gibert Realty Co., )
Dr. J. Elwyn James, Physician/Surgeon, James
Wilmot 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/City Executive
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, Mc
Keown & Bradford, Inc.
Dr. Thomas G. Dixon, Veterinarian
Dr. Gregory Greiner, Dentist
William M. Miller, President, Miller Insurance
Services
Dr. Donald Shuler, Family Practitioner
36
<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/Area/ Executive
BEECH ISLAND
Carol L. Albion
Branch Officer/Branch Manager
BELEVEDERE
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
CENTRAL
Jo Lynn McFadden
Assistant Vice President/Manager
CHARLESTON
Dwight L Moody, Jr.
Vice President/Area Executive
CHERAW
Brian J. Mickleberry
Vice President/City Executive
CHESTER
C. Larry Haynes
Vice President/City Executive
CHESTERFIELD
Thomas M. Gaskin
Vice President/City Executive
CLEMSON
William B. Harley, Jr.
Vice President/City Executive
CLIO
Derry W. McCormick
Vice President/City Executive
COLUMBIA
Bernard L. Duke
Senior Vice President/Area 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
Executive Vice President/Retail Banking Executive
EASTOVER
Robert G. Woods
Assistant Vice President/Manager
ELGIN
J. Michael Stinnett
Branch Officer/Manager
FOREST ACRES
G. Eddie Wingard
Vice President/Commercial Lender
FLORENCE
D. Leroy Bailey, Jr.
Vice President/Area Executive
GEORGETOWN
Robert R. Martin, Jr.
Vice President/City Executive
GREAT FALLS
John P. Davis
Manager
GREENVILLE
David C. Austin
Vice President/City Executive
GREENWOOD
C. Sidney Abney
Vice President/City Executive
HICKORY GROVE
No Officer in Charge
IRMO
Lisa A. Moseley
Assistant Vice President/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
Edna Miller
Branch Officer/Manager
LANCASTER
Don T. Gardner
Vice President/City Executive
LANDRUM
E. Hite Miller, Jr.
Vice President/Manager
LEXINGTON
William E. Payne, Jr.
Vice President/Area Executive
LIBERTY
Y. Floyd Cousins
Assistant Vice President/Manager
LUGOFF
Byron P. Roberts
Branch Officer/Supervisor
LYMAN
Terry K. Phillips
Vice President/Manager
MARION
Richard M. Lane
City Executive
MAUDIN
Ted G. Sanders
Vice President/Manager
MONCKS CORNER
Dorothy C. Gatlin
Vice President/City Executive
MOUNT PLEASANT
Andrew B. Thomas
Branch Officer/Manager
MYRTLE BEACH
John D. Brown
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/Branch Coordinator
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/Supervisor
ROCK HILL
Dennis J. Stuber
Vice President/City Executive
SALEM
No Officer In Charge
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
Catherine B. Baxley
Branch Officer/Supervisor
SPARTANBURG
Gaines H. Mason, Jr.
Vice President/City Executive
SUMMERVILLE
Peter M. Bristow
Vice President/City Executive
ST. GEORGE
D. Carl Walters, Jr.
Vice President/City Executive
TRENTON
No Officer In Charge
WARE SHOALS
No Officer In Charge
WEST COLUMBIA
J. Doyle Pinholster
Vice President/Manager
WESTMINISTER
Susan B. Sanders
Consumer Lending Officer/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/Supervisor
YORK
William B. Arthur
Vice President/City Executive
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<NAME> FIRST CITIZENS
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