<PAGE>
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
1230 MAIN STREET
POST OFFICE BOX 29
COLUMBIA, SOUTH CAROLINA 29202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1997
NOTICE is hereby given that the Annual Meeting of Shareholders of First
Citizens Bancorporation of South Carolina, Inc. will be held in the Board Room
on the third floor of the First Citizens Banking Center of First-Citizens Bank
and Trust Company of South Carolina, at 1314 Park Street, Columbia, South
Carolina, on Wednesday, April 23, 1997, at 2:30 p.m., for the following
purposes:
(1) To consider a proposal to fix the number of directors to be
elected at 18;
(2) To elect 18 directors for a term of one year; and,
(3) To transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 7,
1997, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting.
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. TO
ENSURE THE PRESENCE OF A QUORUM, ALL SHAREHOLDERS, EVEN THOUGH THEY PLAN TO
ATTEND, ARE REQUESTED TO COMPLETE, SIGN, AND DATE THE ACCOMPANYING PROXY AND
PROMPTLY RETURN IT IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. THE GIVING OF SUCH
PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE IT AND VOTE IN PERSON SHOULD YOU
ATTEND THE MEETING.
By Order of the Board of Directors
E. W. WELLS, Secretary
March 14, 1997
<PAGE>
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
1230 MAIN STREET
POST OFFICE BOX 29
COLUMBIA, SOUTH CAROLINA 29202
MAILING DATE: MARCH 14, 1997
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1997
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of First Citizens Bancorporation of South
Carolina, Inc. ("Bancorp") for use at the Annual Meeting of Shareholders to be
held in the Board Room on the third floor of the First Citizens Banking Center
of First-Citizens Bank and Trust Company of South Carolina (the "Bank"), at 1314
Park Street, Columbia, South Carolina, on Wednesday, April 23, 1997, at 2:30
p.m., or any adjournments thereof.
Any shareholder who executes the form of proxy accompanying this Proxy
Statement has the right to revoke it at any time before it is exercised by
delivering, directly or by mail, to E. W. Wells, Secretary of Bancorp, at Post
Office Box 29, 1230 Main Street, Columbia, South Carolina 29202, either an
instrument revoking the proxy or a duly executed proxy bearing a later date, or
by attending the Annual Meeting and asserting the right to vote in person.
Proxies in the accompanying form, properly executed, duly returned to Bancorp
management and not revoked, will be voted in accordance with the instructions
contained in the proxy. If no instructions are given, the proxy will be voted
FOR fixing the number of directors to be elected at 18 and FOR the election, as
directors, of each of the nominees named herein. On such other business as may
properly come before the meeting, the proxyholders will be authorized to vote in
accordance with their best judgment. In the event any nominee named herein
becomes unavailable for election, the proxies may be voted in favor of such
substitute nominee, if any, as the proxyholders may designate.
In addition to solicitation by mail, proxies may be solicited without
additional compensation by regular employees of the Bank, the principal
subsidiary of Bancorp, by personal interview, telephone or telegraph. Bancorp
will bear the expenses of such solicitation.
VOTING SECURITIES
As of March __, 1997, Bancorp had issued and outstanding 960,420 shares
of voting stock consisting of: (a) 892,813 shares of $5 par value common stock;
(b) 52,336 shares of $50 par value preferred stock, which includes 8,305 shares
of Series A, 11,810 shares of Series B, and 32,221 shares of Series F; (c) 6,794
shares of $20 par value preferred stock, Series C; and, (d) 8,477 shares of no
par value preferred stock, Series G. Under applicable South Carolina law, shares
of Series A, Series B and Series F are considered to constitute a single class
of preferred stock ("$50 par preferred stock"); shares of Series C are
considered to constitute a separate class of preferred stock ("$20 par preferred
stock"); and shares of Series G are considered to constitute a separate class of
preferred stock ("no par preferred stock"). Each outstanding share of such
common and preferred stock is entitled to one vote, without distinction as to
class or series, unless class voting of such shares is required by law. CLASS
VOTING RIGHTS DO NOT APPLY TO EITHER OF THE PROPOSALS TO BE CONSIDERED AT THE
ANNUAL MEETING.
<PAGE>
RECORD DATE; VOTE REQUIRED FOR APPROVAL
Only shareholders of record on March 7, 1997, will be eligible to
receive notice of and to vote at the Annual Meeting.
In the election of directors, the 18 nominees receiving the highest
number of votes shall be elected as directors, and each share will be entitled
to one vote for each director to be elected. However, any shareholder will be
entitled to cumulate his or her votes by giving one candidate a number of votes
equal to the number of directors to be elected and for whose election such
shareholder has a right to vote multiplied by the number of such shareholder's
shares, or by distributing such votes on the same principle among any number of
such candidates. A shareholder who intends to cumulate his votes shall either
(i) give written notice of his intention to the President or other officer of
the corporation not less than 48 hours before the time fixed for the meeting,
which notice must be announced in the meeting before the voting, or (ii)
announce his intention in the meeting before the voting for directors commences;
and all shareholders entitled to vote at the meeting shall, without further
notice, be entitled to cumulate their votes. If cumulative voting is to be used,
persons presiding may (or if requested by any shareholder, shall) recess the
meeting for a reasonable time to allow deliberation by shareholders, not to
exceed two hours. Included in this solicitation of proxies is the discretionary
authority to the named proxyholders to vote cumulatively and, in the event of
cumulative voting, proxyholders named by Bancorp or their appointed substitutes
may, at their discretion, distribute their votes equally or unequally among the
nominees set forth in this Proxy Statement and in a manner which would tend to
elect the greatest number of such nominees (or any substitutes therefor) as the
number of votes cast by them would permit.
For Proposal 1 to be approved, the votes cast favoring the Proposal
must exceed the votes cast against the Proposal.
Abstentions and broker non-votes will have no effect in the voting at
the Annual Meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of March __, 1997, the following shareholders owned beneficially in
excess of 5% of a class of Bancorp's outstanding voting securities:
<TABLE>
<CAPTION>
Amount and Percentage
Nature of of
TITLE Name and Address Beneficial Percentage Eligible
OF CLASS of Beneficial Owner Ownership(2) of Class Vote
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common George H. Broadrick(1) 87,705(3) 9.82% 9.13%
Charlotte, NC
Frank B. Holding(1) 377,766(4) 42.31% 39.33%
Smithfield, NC
Lewis R. Holding 172,271(5) 19.30% 17.94%
Lyford Cay, Bahamas
$50 Par Pearl S. Arant 3,479 6.65% .36%
Preferred Pageland, SC
Gladys W. Griggs 4,630 8.85% .48%
Pageland, SC
Frank B. Holding(1) 3,556(6) 6.79% .37%
Smithfield, NC
3
<PAGE>
Amount and Percentage
Nature of of
TITLE Name and Address Beneficial Percentage Eligible
OF CLASS of Beneficial Owner Ownership(2) of Class Vote
- -----------------------------------------------------------------------------------------------------------------------------------
$20 Par Carolina Bonded Storage Co. 462 6.80% .05%
Preferred Columbia, SC
Jay C. Case 535 7.87% .06%
Columbia, SC
Frank B. Holding(1) 2,495(7) 36.72% .26%
Smithfield, NC
No Par Frank B. Holding(1) 6,107(8) 72.04% .64%
Preferred Smithfield, NC
</TABLE>
(1) A director of Bancorp.
(2) Except as otherwise stated in the footnotes following this table, the
shares shown as beneficially owned are, to the best of Bancorp
management's knowledge, owned directly by the persons or entities named
and such persons or entities exercise sole voting and investment power
with respect to those shares.
(3) George H. Broadrick has sole voting and investment power as to 118
shares held individually, 26,023 shares held by him as trustee for the
benefit of Caroline R. Holding, and 25,522 shares held by him as
trustee for the benefit of Carmen P. Holding, who also is a director of
Bancorp; such 25,522 shares also are included in the beneficial
ownership shown for Ms. Holding in the section of this proxy statement
entitled "OWNERSHIP OF SECURITIES BY MANAGEMENT." Mr. Broadrick
exercises shared voting and investment power as to 36,042 shares held
by First Citizens BancShares, Inc., Raleigh, N.C., which shares, for
beneficial ownership purposes, are deemed controlled by him; such
shares also are included in the beneficial ownership shown above for
Lewis R. Holding and Frank B. Holding.
(4) Frank B. Holding has sole voting and investment power as to 148,219
shares held individually. He disclaims beneficial ownership as to
133,156 shares held by his wife, adult children and their spouses, and
2,100 shares held in a fiduciary capacity in a nominee name by the
Trust Department of First-Citizens Bank & Trust Company, Raleigh, N.C.,
for the benefit of his adult children, all of which shares are included
above. He exercises shared voting and investment power as to shares
held by the following corporations and other entities which, for
beneficial ownership purposes, are deemed controlled by Mr. Holding:
First Citizens BancShares, Inc., Raleigh, N.C. (36,042 shares); Yadkin
Valley Company (35,000 shares); Southern BancShares (N.C.), Inc.
(10,938 shares); Twin States Farming, Inc. (1,045 shares); and in a
nominee name by the Trust Department of First-Citizens Bank and Trust
Company of South Carolina (11,166 shares held in a fiduciary capacity
for various third parties). Included in Frank B. Holding's beneficial
ownership are 71,042 shares also included in the beneficial ownership
shown for his brother, Lewis R. Holding, of which 36,042 shares also
are included in the beneficial ownership of George H. Broadrick.
(5) Lewis R. Holding exercises sole voting and investment power as to
92,284 shares held individually. He disclaims beneficial ownership as
to 8,845 shares owned by his wife and 100 shares owned by an adult
daughter, which shares are included above. He exercises shared voting
and investment power as to 71,042 shares held by the following
corporations which, for beneficial ownership purposes, are deemed
controlled by Mr. Holding: Yadkin Valley Company (35,000 shares) and
First Citizens BancShares, Inc., Raleigh, N.C. (36,042 shares).
Included in Lewis R. Holding's beneficial ownership are 71,042 shares
also included in the beneficial ownership shown for his brother, Frank
B. Holding, of which 36,042 shares also are included in the beneficial
ownership of George H. Broadrick.
4
<PAGE>
(6) Frank B. Holding does not hold of record any shares of $50 par
preferred stock and disclaims beneficial ownership as to 3,556 shares
shown above and held by his wife and adult children.
(7) Frank B. Holding does not hold of record any shares of $20 par
preferred stock and disclaims beneficial ownership as to 2,268 shares
included above and held by his wife and adult children. He exercises
shared voting and investment power as to 227 shares held for the
benefit of a third party in a fiduciary capacity in a nominee name by
the Trust Department of First-Citizens Bank and Trust Company of South
Carolina, which corporation is deemed controlled by Mr. Holding for
beneficial ownership purposes.
(8) Frank B. Holding does not hold of record any shares of no par preferred
stock and disclaims beneficial ownership as to 6,107 shares of such
stock shown above and held by his adult children, their spouses, and a
trust of which an adult daughter is trustee.
OWNERSHIP OF SECURITIES BY MANAGEMENT
As of March __, 1997, the beneficial ownership of Bancorp's outstanding
voting and non-voting securities by its directors, certain executive officers
named below in the Summary Compensation Table, and by all directors and
executive officers of Bancorp and the Bank as a group, was as follows:
<TABLE>
<CAPTION>
Amount and Percentage
Nature of of
TITLE Beneficial Percentage Eligible
OF CLASS Name of Beneficial Owner Ownership(1) of Class Vote
- --------- ------------------------ ------------ ---------- ----
<S> <C> <C> <C> <C>
Common Jim B. Apple 216 .02% .02%
Richard W. Blackmon 110 .01% .01%
George H. Broadrick 87,705(2) 9.82% 9.13%
T. E. Brogdon 100 .01% .01%
Laurens W. Floyd 644(3) .07% .07%
William E. Hancock, III 3,768(4) .42% .39%
Robert B. Haynes 38,138(5) 4.27% 3.97%
Wycliffe E. Haynes 38,243(6) 4.28% 3.98%
Lewis M. Henderson 5 .00% .00%
Carmen P. Holding 25,622(7) 2.87% 2.67%
Frank B. Holding 377,766(8) 42.31% 39.33%
Charles S. McLaurin, III 114 .01% .01%
E. Hite Miller, Sr. 11,396(9) 1.28% 1.19%
N. Welch Morrisette, Jr. 118 .01% .01%
E. Perry Palmer 800 .09% .08%
William E. Sellars 38,198(10) 4.28% 3.98%
Henry F. Sherrill 3,091(11) .35% .32%
Jack A. Stanley 200 .02% .02%
5
<PAGE>
Amount and Percentage
Nature of of
TITLE Beneficial Percentage Eligible
OF CLASS Name of Beneficial Owner Ownership(1) of Class Vote
- --------- ------------------------ ------------ ---------- ----
Non-Voting Frank B. Holding 24,437(13) 67.12% --
Common(12)
$50 Par Frank B. Holding 3,556(14) 6.79% .37%
Preferred
Dan H. Jordan 367 .70% .04%
$20 Par Jay C. Case 535 7.87% .06%
Preferred
E. Hite Miller, Sr. 227(15) 3.34% .02%
Frank B. Holding 2,495(16) 36.72% .26%
No Par Frank B. Holding 6,107(17) 72.04% .64%
Preferred
Non-Voting Frank B. Holding 378(18) 72.00% --
Preferred (12)
Common All directors and executive officers 478,197 53.56% 49.79%
as a group (26 persons)
Non-Voting All directors and executive officers 24,437 67.12% --
Common (12) as a group (26 persons)
$50 Par All directors and executive officers 5,464 10.44% .57%
Preferred as a group (26 persons)
$20 Par All directors and executive officers 3,376 49.69% .35%
Preferred as a group (26 persons)
No Par All directors and executive officers 6,286 74.15% .65%
Preferred as a group (26 persons)
Non-Voting All directors and executive officers 378 72.00% --
Preferred (12) as a group (26 persons)
</TABLE>
- ---------------
(1) Except as otherwise stated in the footnotes following this table,
shares shown as beneficially owned are, to the best of Bancorp's
management's knowledge, held directly by the persons named and
such persons exercise sole voting and investment power with
respect to those shares.
(2) For a description of the beneficial ownership of common stock by
George H. Broadrick, see footnote (3) of the section of this Proxy
Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(3) Laurens W. Floyd exercises sole voting and investment power as to
592 shares held individually. He disclaims beneficial ownership as
to 52 shares included above and held by his wife.
(4) William E. Hancock, III exercises sole voting and investment power
as to 194 shares held individually, and as to 738 shares held by
him as Trustee for the benefit of his children. He exercises
shared voting and investment power as to shares held by Hancock
Buick, Inc. (110 shares) and Hancock Investments (2,726 shares),
which entities are deemed controlled by Mr. Hancock for beneficial
ownership purposes.
6
<PAGE>
(5) Robert B. Haynes exercises sole voting and investment power as to
140 shares held individually. He exercises shared voting and
investment power as to 37,998 shares held by C. W. Haynes and
Company, Inc., of which he is Chairman of the Board, Vice
President and Secretary, which shares also are included in the
beneficial ownership of Wycliffe E. Haynes and William E. Sellars.
(6) Wycliffe E. Haynes exercises sole voting and investment power as
to 136 shares held individually. He disclaims beneficial ownership
as to 109 shares included above and held by his spouse. He
exercises shared voting and investment power as to 37,998 shares
held by C. W. Haynes and Company, Inc., of which he is Vice
President, which shares also are included in the beneficial
ownership of Robert B. Haynes and William E.
Sellars.
(7) Carmen P. Holding exercises sole voting and investment power as to
100 shares held individually. She disclaims voting and investment
power as to 25,522 shares included above, which are held in an
irrevocable trust for her benefit by George H. Broadrick, sole
trustee. Such 25,522 shares also are included in the beneficial
ownership of Mr. Broadrick.
(8) For a description of the beneficial ownership of common stock by
Frank B. Holding, see footnote (4) of the section of this Proxy
Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(9) E. Hite Miller, Sr. exercises sole voting and investment power as
to 230 shares held individually. He exercises shared voting and
investment power as to 11,166 shares held in a fiduciary capacity
in a nominee name by the Trust Department of First-Citizens Bank
and Trust Company of South Carolina, which corporation is deemed
controlled, for beneficial ownership purposes, by Mr. Miller; such
11,166 shares also are included in the beneficial ownership of
Frank B. Holding.
(10) William E. Sellars exercises sole voting and investment power as
to 200 shares held individually. He exercises shared voting and
investment power as to 37,998 shares held by C. W. Haynes and
Company, Inc., of which he is President, which shares also are
included in the beneficial ownership of Robert B. Haynes and
Wycliffe E. Haynes.
(11) Henry F. Sherrill exercises sole voting and investment power as to
1,000 shares held individually and disclaims beneficial ownership
as to 2,091 shares held by his wife and included above.
(12) Bancorp has outstanding 36,409 shares of $5 par non-voting common
stock ("non-voting common stock") and 525 shares of $200 par
Series E preferred stock ("non-voting preferred stock"). Holders
of shares of non-voting preferred stock have no right to vote
except as required by law, unless dividends are in arrears on such
series, and then the holders may cast one vote per share in the
election of directors. The holders of non-voting common and
preferred stock have no right to vote as a class, except when
class voting is required by law, and are not entitled to vote on
any Proposals to be considered at this Annual Meeting.
(13) The shares of non-voting common stock shown as beneficially owned
by Frank B. Holding are owned by The Robert P. Holding Foundation,
Inc., a charitable foundation of which Mr. Holding is a director
(18,806 shares) and by Yadkin Valley Company (5,631 shares), which
corporation is deemed controlled, for beneficial ownership
purposes, by Mr. Holding. If such shares were entitled to vote as
described in the preceding footnote, Mr. Holding would exercise
shared voting power as to such shares.
(14) For a description of the beneficial ownership of $50 par preferred
stock by Frank B. Holding, see footnote (6) of the section of this
Proxy Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(15) E. Hite Miller, Sr. exercises shared voting and investment power
as to 227 shares of $20 par preferred stock held in a nominee name
by the Trust Department of First-Citizens Bank and Trust Company
of South Carolina, which corporation is deemed controlled, for
beneficial ownership purposes, by Mr. Miller, which 227 shares
also are included in the beneficial ownership shown above for
Frank B. Holding.
7
<PAGE>
(16) For a description of the beneficial ownership of $20 par preferred
stock by Frank B. Holding, see footnote (7) of the section of this
Proxy Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(17) For a description of the beneficial ownership of no par preferred
stock by Frank B. Holding, see footnote (8) of the section of this
Proxy Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(18) Frank B. Holding does not hold of record any shares of non-voting
preferred stock and disclaims beneficial ownership as to 378
shares shown above and held by his adult daughters and their
spouses.
REQUIRED REPORTS OF BENEFICIAL OWNERSHIP
Bancorp's directors and executive officers are required to file certain
reports with the Securities and Exchange Commission ("SEC") regarding the amount
of and changes in their beneficial ownership of Bancorp's common and preferred
stock. Based on its review of copies of those reports, Bancorp's proxy materials
are required to disclose failures to report shares beneficially owned or changes
in such beneficial ownership or to timely file required reports. It has come to
Bancorp's attention that Jack A. Stanley inadvertently did not file timely a
report concerning changes in his beneficial ownership of Bancorp's stock during
March 1996. The required report has now been filed.
PROPOSAL 1: FIXING THE NUMBER OF DIRECTORS
The Bylaws of Bancorp provide that the Board shall consist of not less than
seven nor more than 34 directors. Currently, there are 18 directors and
management proposes that the number of directors to be elected at the Annual
Meeting be set at 18. Pursuant to the Bylaws and in accordance with South
Carolina law, at any time during the interim between Annual Meetings the Board
of Directors may increase the number of directorships within the range set forth
above and may elect additional directors to fill vacancies created by any such
increase.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE THEIR SHARES IN
FAVOR OF FIXING THE NUMBER OF DIRECTORS TO BE ELECTED AT THE ANNUAL MEETING AT
18.
PROPOSAL 2: ELECTION OF DIRECTORS
The persons named below have been nominated by the Board of Directors
for election at the Annual Meeting as directors of Bancorp. Each of the 18
nominees currently serves as a director of Bancorp and has been nominated to be
reelected for a term of one year or until his resignation, retirement, death,
removal or disqualification, or until his respective successor has been duly
elected and qualified:
<TABLE>
<CAPTION>
Positions With Year Principal Occupation and
NAME, ADDRESS Bancorp First Business Experience For
AND AGE and Bank Elected(1) Past Five or More Years
<S> <C> <C> <C>
Jim B. Apple Director, President and 1993 President and Chief Operating Officer of
Columbia, SC Chief Operating Officer; Bancorp and Bank; previously President,
44 Member of Executive Director and Chief Executive Officer,
Committee Republic National Bank, Columbia, SC
Richard W. Blackmon Director; Member of 1970 Owner, Richard Blackmon Construction
Lancaster, SC Executive Committee Co. (construction and land development)
82
8
<PAGE>
Positions With Year Principal Occupation and
NAME, ADDRESS Bancorp First Business Experience For
AND AGE and Bank Elected(1) Past Five or More Years
George H. Broadrick Director; Chairman of Audit 1972 Director, Consultant, Chairman of the
Charlotte, NC and Compensation Executive Committee and former
74 Committees President, First Citizens BancShares, Inc.
and First-Citizens Bank & Trust
Company, Raleigh, NC
T. E. Brogdon (2) Director; 1970 Consultant to Bank; retired banker
Lancaster, SC Consultant
64
Laurens W. Floyd Director; Member 1988 President and Chief Executive Officer,
Dillon, SC of Audit Committee Dillon Provision Co., Inc. (wholesale
68 meat distributors)
William E. Hancock, III Director 1976 President, Hancock Buick/BMW
Columbia, SC Company (automobile dealer)
51
Robert B. Haynes (3) Director 1972 Chairman of the Board, Vice President
Columbia, SC and Secretary, C. W. Haynes
51 and Company, Inc.
(mortgage banking and real estate)
Wycliffe E. Haynes (3) Director 1972 Vice President and Treasurer, C. W.
Columbia, SC Haynes and Company, Inc.
53 (mortgage banking and real estate)
Lewis M. Henderson (4) Director and Member of 1996 Tax Partner, Tourville, Simpson &
Columbia, SC Audit Committee Henderson (certified public accountants)
43
Carmen P. Holding (5) Director 1992 Director, First Citizens BancShares, Inc.
Atlanta, GA and First-Citizens Bank & Trust
28 Company, Raleigh, NC; former Office
Manager, Interweb, Inc. (web designer
and provider); previously showroom
salesperson, Scalamandre, Inc.
(decorative fabrics manufacturer and
wholesaler)
Frank B. Holding (5) Vice Chairman of 1970 Executive Vice Chairman of the Board,
Smithfield, NC the Board; Chairman of First Citizens BancShares, Inc. and
68 Executive Committee First-Citizens Bank & Trust Company,
Raleigh, NC; Vice Chairman, Bancorp
and Bank; Director, Southern BancShares
(N.C.), Inc., Mount Olive, NC
Dan H. Jordan Director 1970 Retired farmer and businessman
Nichols, SC
73
9
<PAGE>
Positions With Year Principal Occupation and
NAME, ADDRESS Bancorp First Business Experience For
AND AGE and Bank Elected(1) Past Five or More Years
E. Hite Miller, Sr. Chairman of the Board and 1980 Chairman of the Board and Chief
Spartanburg, SC Chief Executive Officer; Executive Officer of Bancorp and Bank
71 Member of Executive
Committee
N.Welch Morrisette, Jr. Director 1970 Retired attorney
Columbia, SC
75
E. Perry Palmer Director 1993 President and Owner,
Columbia, SC E. P. Palmer Corporation
61 (funeral service)
William E. Sellars Director; Member of 1970 President, C. W. Haynes and Company,
Columbia, SC Executive and Compensation Inc. (mortgage banking and real estate)
72 Committees
Henry F. Sherrill (6) Director; Member of 1970 Attorney; Partner, Sherrill and
Columbia, SC Executive and Compensation Roof, LLP (attorneys)
74 Committees; General
Counsel
Jack A. Stanley Director; Member 1970 Retired banker; Secretary and Treasurer,
Lake View, SC of Audit Committee Carpostan Industries, Inc.
67 (textile manufacturer)
</TABLE>
- --------------------------
(1) The term "Year First Elected" refers to the year in which each director was
originally elected to the Board of Directors of Bancorp and/or the Bank.
Bancorp was formed in 1982 to be the holding company of the Bank (which was
chartered in 1970). Service prior to 1970 of several directors on the
Boards of various merging banks or predecessors of the Bank is not shown
above.
(2) T. E. Brogdon has been nominated for election as a director pursuant to a
retirement and consulting agreement entered into upon his retirement as an
officer of the Bank and in which he agreed to continue serving as a
director.
(3) Robert B. Haynes and Wycliffe E. Haynes are brothers.
(4) Lewis M. Henderson's accounting firm, Tourville, Simpson & Henderson,
performed general, non-audit related accounting services for the Bank's
Trust Department during 1996.
(5) Carmen P. Holding is the niece of Frank B. Holding.
(6) Henry F. Sherrill served as general counsel to Bancorp and the Bank prior
to and during 1996, which relationship is expected to continue through
1997. During 1996, Bancorp and the Bank paid $104,744 in legal fees to Mr.
Sherrill's law firm, Sherrill and Roof, L.L.P. Prior to February 1995, Mr.
Sherrill was an attorney with the law firm of Sherrill & Rogers, P.C.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE THEIR SHARES
IN FAVOR OF THE 18 NOMINEES LISTED ABOVE.
10
<PAGE>
DIRECTORS' FEES
Each director who is not an executive officer of Bancorp or the Bank
receives $100 for attendance at each meeting of Bancorp's Board and $250 for
attendance at each meeting of the Bank's Board, and $100 for attendance at each
meeting of a committee held on a day other than the date of a Board meeting.
MEETINGS AND COMMITTEES OF THE BOARDS OF DIRECTORS
Bancorp's and the Bank's Boards of Directors held four meetings in 1996.
All directors attended at least 75% of the aggregate number of meetings of the
Boards of Directors and the committees on which they served, with the exception
of Director Carmen P. Holding.
Each of Bancorp's directors also serves as a director of the Bank.
Bancorp's and the Bank's Boards of Directors each has an Audit Committee which
is made up of the same members, and the Bank's Board of Directors has several
standing committees, including a Compensation Committee. Neither of the Boards
of Directors has a standing nominating committee or any other committee
performing an equivalent function.
The Audit Committee consists of George H. Broadrick - Chairman, Laurens W.
Floyd, Lewis M. Henderson, and Jack A. Stanley. The Bank's Audit Director
reports directly to the Audit Committee which oversees the continuous audit
program conducted by the Bank's internal audit staff. Subject to approval of the
Board of Directors, the Audit Committee engages a qualified firm of independent
certified public accountants to conduct an annual audit of Bancorp's
consolidated financial statements. It receives written reports, supplemented by
such oral reports as it deems necessary, from such firm and reviews non-audit
services proposed by management to be provided by the accounting firm. The Audit
Committee held four meetings during 1996.
The membership of the Compensation Committee of the Bank is set forth
below. As further described below, the Compensation Committee makes
recommendations to the Board of Directors regarding the salaries of Bancorp's
and the Bank's executive officers and with respect to such other compensation
matters as it deems appropriate. During 1996, the Compensation Committee held
two meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of George H. Broadrick -
Chairman, William E. Sellars and Henry F. Sherrill. Mr. Sherrill was appointed
to the Committee on July 24, 1996, when Mr. Charles S. Haltiwanger, who had been
a member of the Committee for a number of years, retired from the Board and was
named a Director Emeritus. Mr. Broadrick also serves as a Director and Chairman
of the Executive Committee of First-Citizens Bank & Trust Company, Raleigh,
North Carolina ("FCB/NC"), and its holding company, First Citizens BancShares,
Inc. ("BancShares"). He was President of both BancShares and FCB/NC prior to his
retirement in 1987. Mr. Broadrick also has served as a consultant to FCB/NC
since his retirement, which relationship is expected to continue through 1997.
Mr. Sellars is an officer of C. W. Haynes and Company, Inc. ("C. W.
Haynes"), which was reimbursed the amount of $2,809 per month by the Bank during
1996 for Mr. Sellars' management services to the Bank. It is expected that this
reimbursement arrangement will continue in 1997 under substantially the same
terms as applied during 1996, except that the reimbursement amount paid by the
Bank has been increased to $4,000 per month. Mr. Sherrill, a partner in the law
firm of Sherrill and Roof, L.L.P., also serves as General Counsel of Bancorp and
the Bank. For further information on the nature of the relationship of Sherrill
and Roof, L.L.P. with Bancorp and Bank, please see footnote (6) to the table
listing directors of Bancorp under the caption "PROPOSAL 2: ELECTION OF
DIRECTORS."
11
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Bank attempts to provide compensation at levels that will enable it to
attract and retain qualified and motivated individuals as officers and
employees. However, at the present time, annual salary is the only form of
compensation paid to or for the benefit of executive officers (other than
benefits under the Bank's 401(k) salary deferral plan and other customary
employee benefit and welfare plans, including a defined benefit pension plan).
The Compensation Committee (the "Committee") administers the Bank's compensation
program and has responsibility for matters involving the compensation of
executive officers.
For 1996, the Committee established a recommended salary for each executive
officer (including the chief executive officer) based on an evaluation of that
officer's individual level of responsibility and performance. The Committee's
recommendations were reported to and subject to the approval of the Board of
Directors which made all final decisions regarding the salaries of executive
officers. The performance of individual executive officers and the Bank's
financial performance generally were considered by the Committee and the Board
of Directors in connection with the setting of salaries for 1996. However, the
setting of salaries largely is subjective and there are no specific formulae,
objective criteria or other such mechanism by which adjustments to each
executive officer's salary are tied empirically to his individual performance or
to the Bank's financial performance.
Mr. Miller is employed by the Bank pursuant to an employment agreement
which provides that his salary will be increased annually by a percentage not
less than the average percentage of increases granted to other officers of the
Bank. For 1996, Mr. Miller's salary was increased to $192,625.
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
deductibility of annual compensation in excess of $1,000,000 paid to certain
executive officers of public corporations. As none of Bancorp's executive
officers receive annual compensation approaching that amount, Bancorp's Board of
Directors has not adopted a policy with respect to Section 162(m).
Compensation Committee: GEORGE H. BROADRICK, Chairman
WILLIAM E. SELLARS
HENRY F. SHERRILL
EXECUTIVE OFFICERS
The following persons have been designated as "executive officers" of
Bancorp or the Bank by the appropriate Board of Directors. Except as noted, each
executive officer has served for the past five years in the capacities indicated
below:
12
<PAGE>
<TABLE>
<CAPTION>
NAME Age Position
<S> <C> <C>
E. Hite Miller, Sr. 71 Chairman of the Board and Chief
Executive Officer of Bancorp and Bank
since January 1993 (formerly also
President from January 1993 to April
1994); formerly Senior Vice President and
Regional Administrator of Bank
Frank B. Holding 68 Vice Chairman since January 1993
(formerly President) of Bancorp and Bank
Jim B. Apple 44 President and Chief Operating Officer of
Bancorp and Bank since April 1994
(formerly Executive Vice President); prior
to that, President and Chief Executive
Officer of Republic National Bank,
Columbia, S.C.
Jay C. Case 55 Treasurer and Chief Financial Officer of
Bancorp and Bank; Executive Vice
President of Bank since October 1995
(formerly Senior Vice President);
Controller of Bank; President, Wateree
Life Insurance Company and Wateree
Agency, Inc.
E. W. Wells 54 Secretary of Bancorp and Bank;
Senior Vice President of Bank
Charles S. McLaurin, III 58 Executive Vice President/Retail Banking
Executive of Bank since July 1995
(formerly Senior Vice President and
Regional Supervisor)
William K. Brumbach, Jr. 54 Senior Vice President and
Trust Director of Bank
Charles D. Cook 53 Senior Vice President and Commercial
Lending Director of Bank
Edgar L. Prosser 43 Senior Vice President and Consumer
Lending Director of Bank since April
1995 (formerly Vice President and
Consumer Loan Manager)
Janis B. Summers 46 Senior Vice President and Mortgage
Lending Director of Bank since April
1994 (formerly President, First Citizens
Mortgage Corporation of SC)
Mike E. Toole 43 Audit Director of Bank since October
1993 (formerly Internal Auditor)
</TABLE>
13
<PAGE>
EXECUTIVE COMPENSATION
The following table shows, for 1996, 1995 and 1994, the cash and certain
other compensation paid to or received or deferred by each of the four most
highly compensated executive officers of Bancorp and the Bank in all capacities
in which they served.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-----------------------------------------------------
AWARDS PAYOUTS
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER RE- ALL
ANNUAL STRICTED OTHER
NAME AND COMPEN- STOCK OPTIONS LTIP COMPEN-
PRINCIPAL SALARY BONUS SATION AWARDS /SARS PAYOUTS SATION
POSITION YEAR ($)(1) ($) ($) ($) (#) ($) ($)(2)
--------------- ---- -------- ----- -------- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
E. Hite Miller, Sr. 1996 192,625 -0- -0- -0- -0- -0- 79,346(4)
Chairman and
Chief Executive 1995 167,917 -0- -0- -0- -0- -0- 6,750
Officer (3)
1994 155,000 -0- -0- -0- -0- -0- 6,750
Jim B. Apple 1996 168,375 -0- -0- -0- -0- -0- 6,750
President and
Chief Operating 1995 146,250 -0- -0- -0- -0- -0- 6,697
Officer
1994 135,000 -0- -0- -0- -0- -0- 6,191
Jay C. Case 1996 146,313 -0- -0- -0- -0- -0- 6,642
Executive Vice
President and 1995 137,500 -0- -0- -0- -0- -0- 6,244
Chief Financial
Officer 1994 130,000 -0- -0- -0- -0- -0- 5,906
Charles S. 1996 127,875 -0- -0- -0- -0- -0- 5,848
McLaurin, III
Executive Vice 1995 118,380 -0- -0- -0- -0- -0- 5,427
President
1994 113,282 -0- -0- -0- -0- -0- 5,191
</TABLE>
- ----------------------
(1) Includes amounts deferred at the election of each named executive officer
pursuant to the Bank's Section 401(k) salary deferral plan.
(2) Consists entirely of the Bank's contributions on behalf of each named
executive officer to the Bank's Section 401(k) salary deferral plan, except
for the amount shown for 1996 for Mr. Miller, as explained in footnote (4)
below.
(3) Mr. Miller is employed by the Bank pursuant to an employment agreement,
which provides that his salary will be increased annually by a percentage
not less than the average percentage of increases granted to other officers
of the Bank.
(4) The "All Other Compensation" amount of $79,346 shown for Mr. Miller for
1996 is comprised of $72,596 in benefits he received from the Bank's
pension plan, and $6,750 as the Bank's contribution on behalf of Mr. Miller
to the Bank's Section 401(k) salary deferral plan. Although Mr. Miller
remains actively employed as the Bank's chief executive officer, mandatory
pension plan distributions pursuant to federal law began after he reached
age 70 1/2 during November 1995.
14
<PAGE>
PENSION PLAN
The following table shows the estimated benefits payable to a covered
participant at normal retirement age under the Bank's qualified defined benefit
pension plan (the "Pension Plan") based on various specified numbers of years of
service and various levels of covered compensation.
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL
AVERAGE
COMPENSATION 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years 45 Years
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 11,018 $ 14,690 $ 18,363 $ 22,036 $ 25,708 $ 28,708 $ 28,708
75,000 17,955 23,940 29,926 35,911 41,896 46,396 46,396
100,000 24,893 33,190 41,488 49,786 58,083 64,083 64,396
125,000 31,830 42,440 53,051 63,661 74,271 81,771 81,771
150,000 38,768 51,690 64,613 77,536 90,458 99,458 99,458
175,000 45,705 60,940 76,176 91,411 106,646 117,146 117,146
200,000 52,643 70,190 87,738 105,286 120,000 120,000 120,000
225,000 59,580 79,440 99,301 119,161 120,000 120,000 120,000
250,000 66,518 88,690 110,863 120,000 120,000 120,000 120,000
</TABLE>
Benefits shown in the table are computed as straight life annuities
beginning at age 65 and are not subject to a deduction for Social Security
benefits or any other offset amount. A participant's compensation covered by the
Bank's pension plan is his or her base salary (including amounts deferred
pursuant to the Bank's Section 401(k) salary deferral plan), and the
participant's benefits are based on "final average compensation" which is the
participant's highest average annual covered compensation for any five
consecutive years during the last ten complete calendar years as a plan
participant. The estimated years of service and "final average compensation",
respectively, as of January 1, 1997, for each of the named executive officers
are as follows: Mr. Miller - 49 years and $137,536; Mr. Apple - 4 years and
$143,750; Mr. Case - 22.5 years and $130,025; Mr. McLaurin - 32 years and
$114,947. The estimated benefits in the table above reflect the $120,000 limit
on benefits permitted by tax laws for a participant retiring in 1997. For 1996,
the limit on compensation that can be included in calculating benefits is
$150,000; however, compensation in excess of $150,000 is reflected in the
estimated annual benefits shown in the table above.
15
<PAGE>
PERFORMANCE GRAPH
The following line graph compares the cumulative total shareholder return
on Bancorp's common stock ("CTSR") during the previous five fiscal years, with
the CTSR over the same measurement period in the Nasdaq-U.S. index and the
Nasdaq Banks index. Each line graph assumes $100 invested on January 1, 1992,
and that dividends are reinvested in additional shares. However, since Bancorp
has not paid dividends on its common stock during the previous five years, there
is no dividend reinvestment to take into consideration as part of Bancorp's
cumulative total shareholder return.
(The Performance Graph appears here. The plot points are listed in the
table below.)
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN AMONG
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.,
NASDAQ BANKS AND NASDAQ-US INDICES
YEAR + Bancorp o Nasdaq Banks * Nasdaq-US
1991 $100 $100 $100
1992 135 146 116
1993 165 166 134
1994 183 165 131
1995 204 246 185
1996 260 326 227
16
<PAGE>
TRANSACTIONS WITH MANAGEMENT
Certain directors and executive officers of Bancorp and the Bank and their
associates were customers of and had transactions with the Bank in the ordinary
course of the Bank's business during 1996. All outstanding loans and commitments
included in such transactions were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with others and, in the opinion of the Bank, did not
involve more than a normal risk of collectibility or present other unfavorable
features.
Certain specific relationships or transactions are described above under
the caption "Compensation Committee Interlocks and Insider Participation" and in
footnotes (4) and (6) to the table listing directors under the caption "PROPOSAL
2: ELECTION OF DIRECTORS."
During 1996, the Bank reimbursed First-Citizens Bank & Trust Company,
Raleigh, North Carolina ("FCB/NC"), $7,544 per month for the management services
of Frank B. Holding (who does not receive any compensation directly from Bancorp
or the Bank). Mr. Holding is Vice Chairman of the Board of Bancorp and the Bank
and also serves as Executive Vice Chairman of the Board of FCB/NC and its
holding company, First Citizens BancShares, Inc ("BancShares"). It is expected
that such reimbursement arrangement will continue in 1997 under substantially
the same terms as applied during 1996; however, the amount of the Bank's
reimbursement to FCB/NC has been increased to $7,921 per month for 1997.
Lewis R. Holding, Frank B. Holding, and George H. Broadrick, principal
shareholders of Bancorp, also are principal shareholders of First Citizens
BancShares, Inc., Raleigh, North Carolina ("BancShares"). George H. Broadrick,
Carmen P. Holding, and Frank B. Holding, directors of Bancorp, also serve as
directors of BancShares. During 1996, Bancorp sold to BancShares 16,000 shares
of its investment in the Class A common stock of BancShares at the then current
market value of $66 per share, for an aggregate purchase price of $1,056,000.
The transaction was pre-approved by the Boards of Directors of both BancShares
and Bancorp.
INDEPENDENT ACCOUNTANTS
The certified public accounting firm of Price Waterhouse has been selected
by the Audit Committee to serve as Bancorp's independent public accountants for
1997.
One or more representatives of Price Waterhouse are expected to be present
at the Annual Meeting of Shareholders and available to respond to appropriate
questions, and will have the opportunity to make a statement if they so desire.
AVAILABILITY OF OTHER INFORMATION
Bancorp annually files with the Securities and Exchange Commission an
Annual Report on Form 10-K. UPON WRITTEN REQUEST, BANCORP WILL PROVIDE A COPY OF
ITS MOST RECENTLY FILED FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND FINANCIAL
SCHEDULES, WITHOUT CHARGE TO ANY SHAREHOLDER ELIGIBLE TO VOTE AT THE ANNUAL
MEETING. SUCH REQUESTS SHOULD BE DIRECTED TO E. W. WELLS, SECRETARY, FIRST
CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC., POST OFFICE BOX 29, COLUMBIA,
SOUTH CAROLINA 29202.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1998 Annual Meeting
must be received at Bancorp's principal executive office in Columbia, South
Carolina, by November 29, 1997, in order to be included in the proxy materials
for such Annual Meeting. It is anticipated that the 1998 Annual Meeting will be
held during April 1998.
17
<PAGE>
OTHER MATTERS
Management knows of no other matters to be presented at the Annual Meeting.
Should other matters properly come before the meeting, or any adjournments
thereof, proxyholders named in the enclosed proxy will be authorized to vote the
shares represented by them in accordance with their best judgment pursuant to
the discretionary authority included in the proxy.
YOU ARE URGED TO SIGN AND RETURN YOUR PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
By Order of the Board of Directors
E. W. WELLS, Secretary
March 14, 1997
18
<PAGE>
*******************************************************************************
APPENDIX
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
1230 Main Street
Post Office Box 29
Columbia, South Carolina 29202
PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby appoints E. Hite Miller, Sr., Jim B. Apple and
E. W. Wells, or any of them, attorneys and proxies, with power of substitution,
to vote all outstanding stock of First Citizens Bancorporation of South
Carolina, Inc. ("Bancorp") held of record by the undersigned on March 7, 1997,
at the Annual Meeting of Shareholders of Bancorp to be held in the Board Room on
the third floor of the First Citizens Banking Center of First-Citizens Bank and
Trust Company of South Carolina, at 1314 Park Street, Columbia, South Carolina
at 2:30 p.m. on April 23, 1997, or at any adjournments thereof.
The undersigned hereby directs that shares represented by this proxy be
voted as follows:
1. FIXING THE NUMBER OF DIRECTORS: Proposal to set the number of directors
to be elected at 18.
[ ]FOR [ ] AGAINST [ ]ABSTAIN
2. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as indicated otherwise) for all nominees listed below.
Nominees: J. B. Apple; R. W. Blackmon; G. H. Broadrick; T. E. Brogdon;
L. W. Floyd; W. E. Hancock, III; R. B. Haynes; W. E. Haynes;
L. M. Henderson; C. P. Holding; F. B. Holding; D. H. Jordan;
E. H. Miller, Sr.; N. W. Morrisette, Jr.; E. P. Palmer; W. E. Sellars;
H. F. Sherrill; and J. A. Stanley
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided.)
- --------------------------------------------------------------------------------
3. OTHER BUSINESS: The persons named herein as attorneys and proxies are
authorized to vote the shares represented by this proxy according to
their best judgment on such other matters as may properly come before
the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED ABOVE.
IN THE ABSENCE OF ANY DIRECTION, THE PROXYHOLDERS WILL VOTE THIS PROXY "FOR"
PROPOSAL 1 AND "FOR" THE ELECTION OF ALL THE NOMINEES LISTED IN PROPOSAL 2 ABOVE
BY CASTING AN EQUAL NUMBER OF VOTES FOR EACH SUCH NOMINEE. IF, AT OR BEFORE THE
TIME OF THE MEETING, ANY OF THE NOMINEES LISTED IN PROPOSAL 2 HAVE BECOME
UNAVAILABLE FOR ANY REASON, THE PROXYHOLDERS HAVE THE DISCRETION TO VOTE FOR A
SUBSTITUTE NOMINEE OR NOMINEES. IF CUMULATIVE VOTING IS FOLLOWED IN THE ELECTION
OF DIRECTORS, THE PROXYHOLDERS MAY, IN THEIR DISCRETION, VOTE THE SHARES TO
WHICH SUCH PROXY RELATES ON A BASIS OTHER THAN EQUALLY FOR EACH OF THE NOMINEES
NAMED ABOVE AND FOR LESS THAN ALL SUCH NOMINEES, BUT IN SUCH EVENT, THE
PROXYHOLDERS WILL CAST SUCH VOTES IN A MANNER WHICH WOULD TEND TO ELECT THE
GREATEST NUMBER OF SUCH NOMINEES (OR ANY SUBSTITUTES THEREFOR) AS THE NUMBER OF
VOTES CAST BY THEM WOULD PERMIT.
Please date and sign exactly as name appears below. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
<PAGE>
corporation, please sign full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated ______________, 1997 ______________________________________(SEAL)
(Signature)
______________________________________(SEAL)
(Signature if held jointly)
NUMBER OF SHARES:
Common
Series A $50 Par Preferred
Series B $50 Par Preferred
Series C $20 Par Preferred
Series F $50 Par Preferred
Series G No-Par Preferred
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE
