UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
FirstSpartan Financial Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
337931109
------------------------------------------------
(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
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 23, 1998
------------------------------------------------
(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. 337931109 Page 2 of 7 Pages
- --------------------------------- ---------------------------------
<TABLE>
<CAPTION>
<S> <C>
- ------ --------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
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 OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 219,500
OWNED BY
EACH ------ -------------------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON 0
WITH
------ -------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
219,500
------ -------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------ --------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,500
- ------ --------------------------------------------------------------------------------------------------------------
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)
5.21%
- ------ --------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- ------ --------------------------------------------------------------------------------------------------------------
</TABLE>
2 of 7
<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 FirstSpartan Financial Corp. (the "Issuer"), whose principal
executive offices are located at 380 East Main Street, Spartanburg, South
Carolina 29302.
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:
Principal Occupation and
Positions With Business Experience For
Name and Address First Citizens Past Five or More Years
- ---------------- -------------- -----------------------
Jim B. Apple Director, President President and Chief Executive
Columbia, SC and Chief Executive Officer (formerly Chief
Officer; Member of Operating Officer) of First
Executive Committee Citizens and subsidiary bank
(previously Executive Vice
President)
Richard W. Blackmon Director; Member of Owner, Richard Blackmon
Lancaster, SC Executive Committee Construction Co.
(construction and land
development)
George H. Broadrick Director; Chairman Director and retired
Charlotte, NC of Audit and President, First Citizens
Compensation BancShares, Inc. and
Committees First-Citizens Bank & Trust
Company, Raleigh, NC
T. E. Brogdon Director; Consultant to First Citizens;
Lancaster, SC Consultant retired banker
Jay C. Case Executive Vice Executive Vice President,
Columbia, SC President, Treasurer, and Chief
Treasurer, and Chief Financial Officer of First
Financial Officer Citizens and subsidiary bank
Laurens W. Floyd Director; Member President and Chief Executive
Dillon, SC of Audit Committee Officer, Dillon Provision
Co., Inc.
(wholesale meat distributors)
William E. Hancock, III Director President, Hancock Buick/BMW
Columbia, SC Company (automobile dealer)
Robert B. Haynes Director Chairman of the Board, Vice
Columbia, SC President and Secretary, C.
W. Haynes and Company, Inc.
(mortgage banking and real
estate)
3
<PAGE>
Principal Occupation and
Positions With Business Experience For
Name and Address First Citizens Past Five or More Years
- ---------------- -------------- -----------------------
Wycliffe E. Haynes Director Vice President and Treasurer,
Columbia, SC C. W. Haynes and Company, Inc.
(mortgage banking and real
estate)
Lewis M. Henderson Director; Member of Tax Partner, Tourville,
Columbia, SC Audit Committee Simpson & Henderson
(certified public accountants)
Carmen P. Holding Director Director, First Citizens
Atlanta, GA BancShares, Inc. 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
Smithfield, NC the Board; Chairman the Board, First Citizens
of Executive BancShares, Inc. and
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 Chairman of the Board
Spartanburg, SC Board and Member of (formerly Chief Executive
Executive Committee Officer) of First Citizens
and subsidiary Bank
N. Welch Morrisette, Jr. Director Retired attorney
Columbia, SC
E. Perry Palmer Director President and Owner, E. P.
Columbia, SC Palmer Corporation (funeral
service)
William E. Sellars Director; Member of President, C. W. Haynes and
Columbia, SC Executive and Company, Inc. (mortgage
Compensation banking and real estate)
Committees
Henry F. Sherrill Director; Member of Attorney; Partner, Sherrill
Columbia, SC Executive and and Roof, LLP (attorneys)
Compensation
Committees; General
Counsel
Jack A. Stanley Director; Member Retired banker;
Lake View, SC of Audit Committee Secretary/Treasurer,
Carpostan Industries, Inc.
(textile manufacturer)
E. Warner Wells Secretary Secretary of First Citizens;
Columbia, SC Senior Vice President and
Secretary of subsidiary Bank
4
<PAGE>
(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).
(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 219,500 shares of the Common Stock at, or shortly
after, the time of the Issuer's initial public offering during 1997 and has not
purchased any additional shares of such Common Stock. At that time, the
purchased shares amounted to approximately 4.95% of the Issuer's outstanding
Common Stock (based on a total of 4,430,375 outstanding shares). However, it has
come to First Citizens' attention that the Issuer has repurchased 221,519 shares
of its Common Stock and, on September 23, 1998, filed with the Commission its
Annual Report on Form 10-K indicating that the outstanding shares of the Common
Stock had decreased from 4,430,375 shares to 4,208,856 shares. This reduction in
outstanding shares effected by the Issuer has increased First Citizens'
percentage ownership of the Common Stock from 4.95% to 5.21%, based on the
number shown in the Issuer's 1998 Annual Report on Form 10-K.
First Citizens' purchase of the Issuer's Common Stock during 1997 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.
5
<PAGE>
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.
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 September 23, 1998, First Citizens beneficially owned and
exercised sole voting and dispositive power as to 219,500 shares of Common
Stock, constituting 5.21% of the outstanding Common Stock of the Issuer (based
on 4,208,856 shares outstanding).
(c) During the 60 days preceding the filing of this Schedule, no transactions in
the Common Stock have been effected by First Citizens.
(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.
6
<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.
October 19, 1998 By: /s/ Jay C. Case
------------------------------
Jay C. Case, Executive Vice President,
Treasurer and Chief Financial Officer
7
