UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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Great Pee Dee Bancorp, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
------------------------------
(Title of Class of Securities)
39115R 10 0
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(CUSIP Number)
David L. Ward, Jr.
William R. Lathan, Jr.
Ward and Smith, P.A.
1001 College Court
New Bern, North Carolina 28562
(252) 633-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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November 12, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 39115R 10 0 Page 2 of 7 Pages
- ------------------------- --- ---
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
First Citizens Bancorporation of South Carolina, Inc.
57-0738665
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Carolina, United States
NUMBER 7 SOLE VOTING POWER
OF 109,000
SHARES
BENE-
FICIALLY 8 SHARED VOTING POWER
OWNED -0-
BY
EACH
REPORT- 9 SOLE DISPOSITIVE POWER
ING 109,000
PERSON
WITH:
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.01%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
This Schedule 13D constitutes the initial filing by First Citizens
Bancorporation of South Carolina, Inc.
Item 1. Security and Issuer.
This Statement relates to the Common Stock, $.01 par value per share (the
"Common Stock") of Great Pee Dee Bancorp, Inc. (the "Issuer"), whose principal
executive offices are located at 515 Market Street, Cheraw, South Carolina
29520.
Item 2. Identity and Background.
(a)-(c) This Statement is being filed by First Citizens Bancorporation of South
Carolina, Inc. ("First Citizens"), a South Carolina-chartered bank holding
company, whose principal business address is 1230 Main Street, Columbia, South
Carolina 29201.
Set forth below are the names, residence or business addresses, positions with
First Citizens, present principal occupations or employment, and the names,
principal businesses, and principal addresses of any corporations or other
organizations in which such employment is conducted, of the directors and
executive officers of First Citizens:
<TABLE>
<CAPTION>
Principal Occupation and
Positions With Business Experience For
Name and Address First Citizens Past Five or More Years
- --------------------------- -------------------------------- ------------------------------------------------
<S> <C> <C>
Jim B. Apple Director, President and Chief President and Chief Executive Officer
Columbia, SC Executive Officer; Member of (formerly Chief Operating Officer) of First
Executive Committee Citizens and subsidiary bank (previously
Executive Vice President)
Richard W. Blackmon Director; Member of Owner, Richard Blackmon Construction
Lancaster, SC Executive Committee Co. (construction and land development)
George H. Broadrick Director; Chairman of Audit Director and retired President, First
Charlotte, NC and Compensation Citizens BancShares, Inc. and First-Citizens
Committees Bank & Trust Company, Raleigh, NC
Jay C. Case Executive Vice President, Executive Vice President, Treasurer, and
Columbia, SC Treasurer, and Chief Chief Financial Officer of First Citizens
Financial Officer and subsidiary bank
Laurens W. Floyd Director; Member President and Chief Executive Officer,
Dillon, SC of Audit Committee Dillon Provision Co., Inc.
(wholesale meat distributors)
William E. Hancock, III Director President, Hancock Buick/BMW Company
Columbia, SC (automobile dealer)
Robert B. Haynes Director Chairman of the Board, Vice President and
Columbia, SC Secretary, C. W. Haynes and Company, Inc.
(mortgage banking and real estate)
Wycliffe E. Haynes Director Vice President and Treasurer, C. W.
Columbia, SC Haynes and Company, Inc.
(mortgage banking and real estate)
<PAGE>
Lewis M. Henderson Director; Member of Audit Tax Partner, Tourville, Simpson &
Columbia, SC Committee Henderson (certified public accountants)
Carmen P. Holding Director Director, First Citizens BancShares, Inc.
Atlanta, GA and First-Citizens Bank & Trust Company,
Raleigh, NC; former Office Manager,
Interweb, Inc. (web designer/provider);
former showroom salesperson,
Scalamandre, Inc. (decorative fabrics
manufacturer/wholesaler)
Frank B. Holding Vice Chairman of Executive Vice Chairman of the Board,
Smithfield, NC the Board; Chairman of First Citizens BancShares, Inc. and
Executive Committee First-Citizens Bank & Trust Company,
Raleigh, NC; Vice Chairman, First Citizens
Bancorporation of South Carolina; Director,
Southern BancShares (N.C.), Inc., Mount
Olive, NC
Dan H. Jordan Director Retired farmer and businessman
Nichols, SC
E. Hite Miller, Sr. Chairman of the Board and Chairman of the Board (formerly Chief
Spartanburg, SC Member of Executive Executive Officer) of First Citizens and
Committee subsidiary Bank
N. Welch Morrisette, Jr. Director Retired attorney
Columbia, SC
E. Perry Palmer Director President and Owner, E. P. Palmer
Columbia, SC Corporation (funeral service)
William E. Sellars Director; Member of President, C. W. Haynes and Company, Inc.
Columbia, SC Executive and Compensation (mortgage banking and real estate)
Committees
Henry F. Sherrill Director; Member of Attorney; Partner, Sherrill and
Columbia, SC Executive and Compensation Roof, LLP (attorneys)
Committees; General Counsel
Jack A. Stanley Director; Member Retired banker; Secretary/Treasurer,
Lake View, SC of Audit Committee Carpostan Industries, Inc.
(textile manufacturer)
E. Warner Wells Secretary Secretary of First Citizens; Senior Vice
Columbia, SC President and Secretary of subsidiary Bank
</TABLE>
(d) During the last five years, none of the persons or corporations listed
above has been convicted in any criminal proceedings (excluding traffic
violations or similar misdemeanors).
<PAGE>
(e) During the last five years, none of the persons or corporations listed
above has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he, she or it was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Each of the natural persons listed above is a United States citizen.
First Citizens is a South Carolina-chartered bank holding company doing business
in South Carolina. Its principal subsidiary is First-Citizens Bank and Trust
Company of South Carolina, a South Carolina-chartered commercial bank.
Item 3. Source and Amount of Funds or Other Consideration.
Shares of Common Stock of the Issuer purchased by First Citizens to date were
purchased with cash. Any shares of Common Stock of the Issuer which may be
purchased by First Citizens following the date of this Statement are expected to
be purchased with cash.
Item 4. Purpose of Transaction.
First Citizens purchased 109,000 shares of the Common Stock at or about the time
of the Issuer's initial public offering in late December 1997 and early January
1998, and has not since purchased any additional shares of such Common Stock.
At the time, those shares amounted to approximately 4.95% of the Issuer's
outstanding Common Stock (based on a total of 2,202,125 outstanding shares).
However, it has come to First Citizens' attention that on November 12, 1998, the
Issuer filed with the Commission its Quarterly Report on Form 10-Q, reflecting a
decrease in the number of its outstanding shares of Common Stock from 2,202,125
shares to 2,176,625 shares. This reduction in outstanding shares effected by
the Issuer has increased First Citizens' percentage ownership of the Common
Stock from 4.95% to 5.01%, based on the number of outstanding shares stated by
the Issuer in its recently-filed Quarterly Report on Form 10-Q.
First Citizens' purchase of the Issuer's Common Stock was for investment
purposes only, which purposes are unchanged to date. However, if at a later
date a proposal regarding possible future acquisition of the Issuer were to be
developed, First Citizens would consider various factors including, without
limitation, the following: the Issuer's financial condition, business, and
prospects; other developments concerning the Issuer; price levels of the Common
Stock; other opportunities available to First Citizens; developments with
respect to First Citizens' business; and general economic and stock market
conditions. Based upon its review of such factors, First Citizens will take
such actions in the future as may be deemed appropriate in light of the
circumstances existing from time to time.
Whether First Citizens purchases any additional shares of the Issuer's Common
Stock, and the amount and timing of any such purchases, will depend on First
Citizens' continuing assessment of pertinent factors including, without
limitation, the following: the availability of shares for purchase at particular
price levels; the Issuer's and First Citizens' business and prospects; other
business and investment opportunities available to First Citizens; economic
conditions; stock market and money market conditions; the attitude and actions
of the management and the Board of Directors of the Issuer; the availability and
nature of opportunities to dispose of First Citizens' interest; and other plans
and requirements of First Citizens. Depending upon its assessment of these
factors from time to time, First Citizens may change its present intentions as
stated above, including a possible determination to dispose of some or all of
the shares it holds.
As described above, First Citizens may consider purchasing additional shares of
the Issuer in the open market or in privately negotiated transactions. Any such
purchases would be subject to receipt of appropriate regulatory approvals.
<PAGE>
Except as stated above, at present First Citizens does not have any specific
plans or proposals which would result in any of the consequences listed in
(a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of November 12, 1998, First Citizens beneficially owned and exercised
sole voting and dispositive power as to 109,000 shares of Common Stock,
constituting 5.01% of the outstanding Common Stock of the Issuer (based on
2,176,625 shares outstanding as stated by the Issuer in its Quarterly Report on
Form 10-Q, filed with the Commission on November 12, 1998). To the best of
First Citizens' knowledge, and after due inquiry, no directors or executive
officers of First Citizens or its subsidiaries beneficially own any additional
shares of the Common Stock.
(c) During the 60 days preceding the filing of this Schedule, no
transactions in the Common Stock have been effected by First Citizens or any of
its directors or executive officers.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by First Citizens.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, agreements, arrangements, understandings, or
relationships (legal or otherwise) between First Citizens and any other person
with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
FIRST CITIZENS BANCORPORATION OF
SOUTH CAROLINA, INC.
November 19, 1998 By: /s/ Jay C. Case
----------------------------------------------------
Jay C. Case, Executive Vice President
and Chief Financial Officer
