SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<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 28, 1999
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 28, 1999, at 2:30 p.m., for the following
purposes:
(1) To consider a proposal to fix the number of directors to be elected
at 16;
(2) To elect 16 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 12, 1999,
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 22, 1999
<PAGE>
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
1230 MAIN STREET
POST OFFICE BOX 29
COLUMBIA, SOUTH CAROLINA 29202
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 1999
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 28, 1999, at 2:30
p.m., or any adjournments thereof. This Proxy Statement is first being mailed to
shareholders on or about March 22, 1999.
The persons named in the proxy to represent shareholders at the Annual
Meeting are: E. Hite Miller, Sr., Jim B. Apple, and E. W. Wells. 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 16 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 unable or unwilling
to serve as a director for any reason, the proxies may be voted in favor of such
substitute nominee, if any, as may be designated by Bancorp's Board of
Directors.
In addition to solicitation by mail, proxies may be solicited without
additional compensation by Bancorp's directors and officers and 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 12, 1999, Bancorp had issued and outstanding 950,373 shares of
voting stock consisting of: (a) 882,766 shares of $5 par value common stock; (b)
52,336 shares of $50 par value preferred stock, which includes 8,305 shares of
Series A, 11,810 shares of Series B, and 32,221 shares of Series F; (c) 6,794
shares of $20 par value preferred stock, Series C; and, (d) 8,477 shares of no
par value preferred stock, Series G. Under applicable South Carolina law, shares
of Series A, Series B and Series F are considered to constitute a single class
of preferred stock ("$50 par preferred stock"); shares of Series C are
considered to constitute a separate class of preferred stock ("$20 par preferred
stock"); and shares of Series G are considered to constitute a separate class of
preferred stock ("no par preferred stock"). Each outstanding share of such
common and preferred stock is entitled to one vote, without distinction as to
class or series, unless class voting of such shares is required by law. CLASS
VOTING RIGHTS DO NOT APPLY TO EITHER OF THE PROPOSALS TO BE CONSIDERED AT THE
ANNUAL MEETING.
RECORD DATE; VOTE REQUIRED FOR APPROVAL
Only shareholders of record on March 12, 1999, will be eligible to receive
notice of and to vote at the Annual Meeting.
<PAGE>
For Proposal 1 to be approved, the votes cast favoring the Proposal must
exceed the votes cast against the Proposal. In the election of directors, the 16
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.
Abstentions and broker non-votes will have no effect in the voting at the
Annual Meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of March __, 1999, 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(1) of Class Vote
- -------- ------------------- ------------ ------------- ----------
<S> <C> <C> <C> <C>
Common George H. Broadrick (2) 87,705(3) 9.94% 9.23%
Charlotte, NC
Frank B. Holding (2) 343,718(4) 38.94% 36.17%
Smithfield, NC
Lewis R. Holding 183,209(5) 20.75% 19.28%
Lyford Cay, Bahamas
$50 Par Pearl S. Arant 3,504 6.70% .37%
Preferred Pageland, SC
Gladys W. Griggs 4,630 8.85% .49%
Pageland, SC
Frank B. Holding (2) 3,556(6) 6.79% .37%
Smithfield, NC
E. W. Wells 3,645 6.96% .38%
Columbia, SC
$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 (2) 2,268(7) 33.38% .24%
Smithfield, NC
E. W. Wells 583 8.58% .06%
Columbia, SC
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Amount and Percentage
Nature of of
Title Name and Address Beneficial Percentage Eligible
of Class of Beneficial Owner Ownership(1) of Class Vote
- -------- ------------------- ------------ ------------- ----------
<S> <C> <C> <C> <C>
No Par Peter M. Bristow 1,257(8) 14.83% .13%
Preferred Columbia, SC
Frank B. Holding (2) 6,107(9) 72.04% .64%
Smithfield, NC
</TABLE>
- -----------
(1) 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.
(2) A director of Bancorp.
(3) George H. Broadrick has sole voting and investment power as to 118 shares
held individually, 26,023 shares held by him as trustee of a Holding
family trust, and 25,522 shares held by him as trustee for the benefit of
Carmen P. Holding, who also is a director of Bancorp (which 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, may be deemed to be
controlled by him (which 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 137,216 shares
held by his wife, adult children and their spouses, and 2,182 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,
may be deemed to be controlled by him: First Citizens BancShares, Inc.,
Raleigh, N.C. (36,042 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 (8,076 shares held in a fiduciary capacity for the Bank's pension
plan). Included in Frank B. Holding's beneficial ownership are 46,980
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 shown for 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 shares held by the following corporations which, for beneficial
ownership purposes, may be deemed to be controlled by him: Yadkin Valley
Company (35,000 shares); Southern BancShares (N.C.), Inc. (10,938 shares);
and First Citizens BancShares, Inc., Raleigh, N.C. (36,042 shares).
Included in Lewis R. Holding's beneficial ownership are 46,980 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 shown for George H. Broadrick.
(6) Frank B. Holding does not hold of record any shares of $50 par preferred
stock and disclaims beneficial ownership as to the 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 the 2,268 shares shown
above and held by his wife and adult children.
(8) Peter M. Bristow exercises sole voting and investment power as to 1,057
shares of no par preferred stock held individually. He disclaims
beneficial ownership as to an additional 200 shares included above and
held by his wife, who is the daughter of Frank B. Holding. All of such
shares also are included, but disclaimed, in the beneficial ownership
shown above for Frank B. Holding and further described in footnote (9)
below.
(9) 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 (including but
not limited to Peter M. Bristow) and a trust of which an adult daughter is
trustee.
3
<PAGE>
OWNERSHIP OF SECURITIES BY MANAGEMENT
As of March __, 1999, 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 326 .04% .03%
Richard W. Blackmon 110 .01% .01%
George H. Broadrick 87,705(2) 9.94% 9.23%
Charles D. Cook 24 .00% .00%
Laurens W. Floyd 452(3) .05% .05%
William E. Hancock, III 3,820(4) .43% .40%
Robert B. Haynes 38,138(5) 4.32% 4.01%
Wycliffe E. Haynes 38,243(6) 4.33% 4.02%
Lewis M. Henderson 5 .00% .00%
Carmen P. Holding 25,622(7) 2.90% 2.70%
Frank B. Holding 343,718(8) 38.94% 36.17%
Charles S. McLaurin, III 114 .01% .01%
E. Hite Miller, Sr. 8,306(9) .94% .87%
N. Welch Morrisette, Jr. 118 .01% .01%
E. Perry Palmer 800 .09% .08%
William E. Sellars 38,198(10) 4.33% 4.02%
Henry F. Sherrill 2,596 .29% .27%
Non-Voting Frank B. Holding 18,806(12) 51.65% --
Common(11)
$50 Par Frank B. Holding 3,556(13) 6.79% .37%
Preferred
Dan H. Jordan 367 .70% .04%
$20 Par Jay C. Case 535 7.87% .06%
Preferred
Frank B. Holding 2,268(14) 33.38% .24%
No Par Frank B. Holding 6,107(15) 72.04% .64%
Preferred
Non-Voting Frank B. Holding 378(16) 72.00% --
Preferred (11)
Common All directors and executive officers 443,156 50.20% 46.63%
as a group (26 persons)
</TABLE>
4
<PAGE>
<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>
Non-Voting All directors and executive officers 18,806 51.65% --
Common (11) as a group (26 persons)
$50 Par All directors and executive officers 8,413 16.07% .89%
Preferred as a group (26 persons)
$20 Par All directors and executive officers 3,505 51.59% .37%
Preferred as a group (26 persons)
No Par All directors and executive officers 6,368 75.12% .67%
Preferred as a group (26 persons)
Non-Voting All directors and executive officers 378 72.00% --
Preferred (11) 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 100
shares held individually and as to 300 shares held by him as Trustee of
a revocable living trust for his benefit. 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 246 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 may be deemed to
be controlled by Mr. Hancock for beneficial ownership purposes.
(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 shown for 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 shown for 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 that are held in an irrevocable trust
for her benefit by George H. Broadrick, sole trustee (which shares also
are included in the beneficial ownership shown for 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 8,076 shares held in a fiduciary capacity in a nominee name
by the Trust Department of First-Citizens Bank and Trust Company of
South Carolina for the Bank's pension plan, which corporation may be
deemed to be controlled, for beneficial ownership purposes, by Mr.
Miller (which shares also are included in the beneficial ownership
shown for Frank B. Holding).
5
<PAGE>
(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 shown for Robert B. and Wycliffe E. Haynes).
(11) 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.
(12) 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. If such
shares were entitled to vote as described in the preceding footnote,
Mr. Holding would exercise shared voting power as to such shares.
(13) 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."
(14) 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."
(15) For a description of the beneficial ownership of no par preferred stock
by Frank B. Holding, see footnote (9) of the section of this Proxy
Statement entitled "PRINCIPAL HOLDERS OF VOTING SECURITIES."
(16) 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, during the
previous fiscal year. It has come to Bancorp's attention that Director Frank B.
Holding inadvertently did not file timely a report during March 1998 concerning
a purchase by one of his adult children of 135 shares of common stock that may
be considered to be beneficially owned by Mr. Holding. Upon discovery of the
oversight, the required report was filed promptly with the SEC.
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, with the actual number of directors to be
elected each year being fixed by Bancorp's shareholders. Currently, there are 16
directors, and management proposes that the number of directors to be elected at
the Annual Meeting be fixed at 16.
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
16.
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 16 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:
6
<PAGE>
<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 Chief 1993 President and Chief Executive Officer
Columbia, SC Executive Officer; Member of (formerly Chief Operating Officer) of
46 Executive Committee Bancorp and Bank (prior to that, Executive
Vice President)
Richard W. Blackmon Director; Member of 1970 Owner, Richard Blackmon Construction
Lancaster, SC Executive Committee Co. (construction and land development)
84
George H. Broadrick Director; Chairman of Audit 1972 Director and retired President, First
Charlotte, NC and Compensation Citizens BancShares, Inc. and First-Citizens
76 Committees Bank & Trust Company, Raleigh, NC
Laurens W. Floyd Director; Member 1988 Chairman (formerly President) and Chief
Dillon, SC of Audit Committee Executive Officer, Dillon Provision Co.,
70 Inc. (wholesale meat distributors)
William E. Hancock, III Director 1976 President, Hancock Buick/BMW Company
Columbia, SC (automobile dealer)
53
Robert B. Haynes (2) Director 1972 Chairman of the Board, Vice President and
Columbia, SC Secretary, C. W. Haynes and Company, Inc.
53 (mortgage banking and real estate)
Wycliffe E. Haynes (2) Director 1972 Vice President and Treasurer,
Columbia, SC C. W. Haynes and Company, Inc.
55 (mortgage banking and real estate)
Lewis M. Henderson (3) Director; Member of Audit 1996 Tax Partner, Tourville, Simpson &
Columbia, SC Committee Henderson (certified public accountants)
45
Carmen P. Holding (4) Director 1992 Assistant, Susan B. Bozeman Designs, Inc.
Atlanta, GA (residential interior design); former office
30 manager, Interweb, Inc. (web designer and
provider); former showroom salesperson,
Scalamandre, Inc. (decorative fabrics
manufacturer/wholesaler); Director, First
Citizens BancShares, Inc. and First-Citizens
Bank & Trust Company, Raleigh, NC
Frank B. Holding (4) Vice Chairman of 1970 Executive Vice Chairman of the Board,
Smithfield, NC the Board; Chairman of First Citizens BancShares, Inc. and
70 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
75
</TABLE>
7
<PAGE>
<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>
E. Hite Miller, Sr. Chairman of the Board and 1980 Chairman of the Board (formerly also Chief
Spartanburg, SC Member of Executive Executive Officer) of Bancorp and Bank
73 Committee
N. Welch Morrisette, Jr. Director 1970 Retired attorney
Columbia, SC
77
E. Perry Palmer Director 1993 President and Owner, E. P. Palmer
Columbia, SC Corporation (funeral service)
63
William E. Sellars Director; Member of 1970 President, C. W. Haynes and Company, Inc.
Columbia, SC Executive and Compensation (mortgage banking and real estate)
74 Committees
Henry F. Sherrill (5) Director; Member of 1970 Attorney; Partner, Sherrill and
Columbia, SC Executive and Compensation Roof, LLP (attorneys)
76 Committees; General Counsel
</TABLE>
- -------------
(1) The term "Year First Elected" refers to the year in which each director
was originally elected to the Board of Bancorp and/or the Bank. Bancorp
was formed in 1982 as 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) Robert B. Haynes and Wycliffe E. Haynes are brothers.
(3) Lewis M. Henderson's accounting firm, Tourville, Simpson & Henderson,
performed general, non-audit related accounting services for the Bank's
Trust Department during 1998.
(4) Frank B. Holding is the uncle of Carmen P. Holding and the
father-in-law of Peter M. Bristow, who is an executive officer of the
Bank.
(5) Henry F. Sherrill served as general counsel to Bancorp and the Bank
prior to and during 1998, which relationship is expected to continue
through 1999. During 1998, Bancorp and the Bank paid $276,991 in legal
fees and expenses to Mr. Sherrill's law firm, Sherrill and Roof, L.L.P.
Prior to February 1995, Mr. Sherrill was a partner with the law firm of
Sherrill & Rogers, P.C.
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 of seven to 34, as described in
Proposal 1 above, and may elect additional directors to fill vacancies created
by any such increase. Bancorp recently entered into an agreement to acquire
Exchange Bank of South Carolina, Kingstree, South Carolina ("Exchange Bank").
That agreement provides that, following consummation of the acquisition, and
pursuant to its authority described above, the Board of Directors will appoint
two current directors of Exchange Bank (to be selected at a later date) as
directors of Bancorp. Those directors will serve until the next Annual Meeting,
at which time their continued service will be subject to their reelection by
Bancorp's shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE THEIR SHARES IN
FAVOR OF EACH OF THE 16 NOMINEES LISTED ABOVE FOR ELECTION TO THE BOARD OF
DIRECTORS.
8
<PAGE>
DIRECTORS' FEES
During 1998, each director, except directors who are executive officers of
Bancorp or the Bank, and William E. Sellars, received $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. Effective in 1999, such fees have
been increased to $150 for attendance at each meeting of Bancorp's Board and
$350 for attendance at each meeting of the Bank's Board, and $200 for attendance
at each meeting of the Executive, Audit or Trust Committees. Payment, if any,
for attendance at meetings of any other committees is at the discretion of the
Chief Executive Officer.
MEETINGS AND COMMITTEES OF THE BOARDS OF DIRECTORS
Bancorp's and the Bank's Boards of Directors held four meetings in 1998. All
directors attended at least 75% of the aggregate number of meetings of the
Boards of Directors and the committees on which they served.
Each of Bancorp's directors also serves as a director of the Bank. Bancorp's
and the Bank's Boards of Directors each has an Audit Committee which is made up
of the same members, and the Bank's Board of Directors has several standing
committees, including a Compensation Committee. Neither of the Boards of
Directors has a standing nominating committee or any other committee performing
an equivalent function.
The Audit Committee consists of George H. Broadrick - Chairman, Laurens W.
Floyd, and Lewis M. Henderson. 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 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 1998.
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 1998, the Compensation Committee held one meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of George H. Broadrick -
Chairman, William E. Sellars and Henry F. Sherrill.
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 and has served as a consultant to FCB/NC since his
retirement, which relationship is expected to continue through 1999. FCB/NC
provides various data processing services for the Bank, including items
processing, deposits, loans, general ledger and statement rendering services,
pursuant to a contract between the parties. During 1998, the fees paid by the
Bank to FCB/NC for such services were approximately $7,301,000.
Mr. Sellars is an officer of C. W. Haynes and Company, Inc. ("C. W. Haynes"),
which was reimbursed the amount of $4,500 per month by the Bank during 1998 for
Mr. Sellars' management services to the Bank. It is expected that this
reimbursement arrangement will continue in 1999 under substantially the same
terms as applied during 1998, except that the reimbursement amount paid by the
Bank has been increased to $5,000 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, see footnote (6) to the table listing directors of Bancorp under the
caption "PROPOSAL 2: ELECTION OF DIRECTORS."
9
<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 1998, 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 1998. However,
except as further described below with respect to E. Hite Miller, Sr., 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, who serves as Chairman of the Board, also served as Chief
Executive Officer until April 22, 1998, when Jim B. Apple, who serves as
President, was appointed to such position. Mr. Miller is employed by the Bank
pursuant to a 3-year employment agreement dated April 21, 1998, which provided
that his salary for 1998 would be that approved by the Compensation Committee
($243,750), to be increased annually thereafter by a percentage not less than
the average percentage of increases granted to other officers of the Bank whose
salaries are required to be approved by the Compensation Committee.
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
10
<PAGE>
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:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
E. Hite Miller, Sr. 73 Chairman of the Board of Bancorp and Bank (also served as
Chief Executive Officer until April 1998)
Frank B. Holding 70 Vice Chairman of Bancorp and Bank
Jim B. Apple 46 President of Bancorp and Bank since April 1994; Chief
Executive Officer of Bancorp and Bank since April 1998
(formerly Chief Operating Officer)
Jay C. Case 57 Executive Vice President of Bancorp since April 1998;
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 56 Secretary of Bancorp and Bank; Senior Vice President
of Bank
Charles S. McLaurin, III 60 Executive Vice President/Retail Banking Executive of Bank
since July 1995; formerly Senior Vice President and
Regional Supervisor
David G. Barnett 39 Senior Vice President of Bank since September 1996; Retail
Division Executive since November 1998 (formerly Group
Executive); previously Senior Vice President, NationsBank
Peter M. Bristow 32 Senior Vice President of Bank since October 1997; Retail
Division Executive since November 1998; formerly Vice
President from October 1995 to October 1997; previously
Branch Officer
William K. Brumbach, Jr. 56 Senior Vice President and Trust Director of Bank
Charles D. Cook 55 Senior Vice President and Commercial Lending Director
of Bank
Edgar L. Prosser 45 Senior Vice President and Consumer Lending Director of
Bank since April 1995; formerly Vice President and
Consumer Loan Manager
Janis B. Summers 48 Senior Vice President and Mortgage Lending Director of
Bank since April 1994 (formerly President, First Citizens
Mortgage Corporation of SC)
Mike E. Toole 45 Audit Director of Bank
</TABLE>
11
<PAGE>
EXECUTIVE COMPENSATION
The following table shows, for 1998, 1997 and 1996, the cash and certain
other compensation paid to or received or deferred by each of the five most
highly compensated executive officers of Bancorp and the Bank in all capacities
in which they served.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
---------------------------
ANNUAL COMPENSATION
-------------------
OTHER ALL
ANNUAL OTHER
NAME AND COMPEN- COMPEN-
PRINCIPAL SALARY BONUS SATION SATION
POSITION YEAR ($)(1) ($) ($) ($)(2)
- --------------- ---- -------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
E. Hite Miller, Sr 1998 243,750 -0- -0- 80,146 (4)
Chairman of the
Board (3) 1997 218,750 -0- -0- 79,759 (4)
1996 192,625 -0- -0- 79,346 (4)
Jim B. Apple 1998 218,752 -0- -0- 7,550
President and
Chief Executive 1997 193,750 -0- -0- 7,154
Officer
1996 168,375 -0- -0- 6,750
Jay C. Case 1998 167,397 -0- -0- 7,200
Executive Vice
President and
Chief Financial 1997 156,600 -0- -0- 7,101
Officer
1996 146,313 -0- -0- 6,642
Charles S. 1998 156,686 -0- -0- 7,060
McLaurin, III
Executive Vice 1997 143,606 -0- -0- 6,561
President
1996 127,875 -0- -0- 5,848
Charles D. Cook 1998 107,067 -0- -0- 4,856
Senior Vice President
and Director of 1997 101,957 -0- -0- 4,626
Commercial Lending
1996 97,304 -0- -0- 4,413
</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 amounts shown for Mr. Miller, as
explained in footnote (4) below.
(3) Mr. Miller is employed by the Bank pursuant to a 3-year
employment agreement dated April 21, 1998, 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 whose salaries must be approved by the
Compensation Committee.
(4) Amounts shown for Mr. Miller for 1998, 1997 and 1996 are
comprised of $72,596 in benefits he received from the Bank's
pension plan for each such year, and $7,550, $7,163 and $6,750,
respectively, 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 Chairman,
mandatory pension plan distributions pursuant to federal law
began after he reached age 70 1/2 during November 1995.
12
<PAGE>
PENSION PLAN AND OTHER POST-RETIREMENT BENEFITS
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 numbers of years of service
and levels of covered compensation.
<TABLE>
<CAPTION>
Years of Service
FINAL
AVERAGE
COMPENSATION 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 10,652 $ 14,202 $ 17,753 $ 21,303 $ 24,854 $ 27,854
75,000 17,589 23,452 29,305 35,178 41,041 45,541
100,000 24,527 32,702 40,878 49,053 57,229 63,229
125,000 31,464 41,952 52,440 62,928 73,416 80,916
150,000 38,402 51,202 64,003 76,803 89,604 99,604
175,000 45,339 60,452 75,565 90,678 105,791 116,291
200,000 52,277 69,702 87,128 104,553 121,979 130,000
225,000 59,214 78,952 98,690 118,428 130,000 130,000
250,000 66,152 88,202 110,253 130,000 130,000 130,000
275,000 73,089 97,452 121,815 130,000 130,000 130,000
300,000 80,027 106,702 130,000 130,000 130,000 130,000
</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 Pension Plan
includes 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. However, under current tax laws, $160,000
is the maximum amount of compensation for 1998 that can be included for purposes
of calculating a participant's "final average compensation."
The credited years of service and "final average compensation," respectively,
as of January 1, 1999, for each of the named executive officers are as follows:
Mr. Miller - 40 years and $137,536; Mr. Apple - 6 years and $169,750; Mr. Case -
24.5 years and $147,035; Mr. McLaurin - 34 years and $131,073; and Mr. Cook - 23
years and $98,376. The estimated benefits in the table above reflect the maximum
$130,000 annual benefit permitted by tax laws for a participant retiring in
1999. The maximum years of service credit for which benefits may accrue under
the Pension Plan is 40 years.
In addition to benefits under the Pension Plan, each of certain senior
officers of Bancorp and the Bank is party to a separate agreement with the Bank
under which the Bank has agreed to pay a specified monthly amount to the officer
for a period of ten years following his retirement at age 65 (or at such other
age as is agreed upon between the Bank and the officer). In return for such
payments, each officer has agreed that he will provide certain limited
consultation services to, and will not "compete" (as defined in the agreement)
against, the Bank during the period following his retirement. If the officer
dies during the period payments are being made under the agreement, the
remaining balance of payments due under the agreement will be paid to the
officer's designated beneficiary or his estate. The amounts of monthly payments
provided for in the agreements currently in effect between the Bank and each of
the named executive officers are as follows: Mr. Miller - $5,208; Mr. Apple -
$5,208; Mr. Case - $3,899; Mr. McLaurin - $3,094; and Mr. Cook - $2,483.
13
<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, 1993, and that
dividends are reinvested in additional shares. However, since Bancorp has not
paid dividends on its common stock during the previous five years, there is no
dividend reinvestment to take into consideration as part of Bancorp's cumulative
total shareholder return.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN AMONG
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.,
NASDAQ BANKS AND NASDAQ-US INDICES
[PERFORMANCE GRAPH APPEARS HERE WITH THE FOLLOWING PLOT POINTS]
YEAR Bancorp Nasdaq Banks Nasdaq-US
- ---- -------- ------------- ---------
1993 $100 $100 $100
1994 117 100 98
1995 138 148 138
1996 195 196 107
1997 281 328 209
1998 293 325 293
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 1998. All extensions of credit 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 (3) and (5) to the table listing directors under the caption "PROPOSAL
2: ELECTION OF DIRECTORS."
14
<PAGE>
During 1998, the Bank reimbursed First-Citizens Bank & Trust Company,
Raleigh, North Carolina ("FCB/NC"), $7,921 per month from January though March
and $8,159 per month from April through December for the management services of
Frank B. Holding (who does not receive any compensation directly from Bancorp or
the Bank). Mr. Holding is Vice Chairman of the Board of Bancorp and the Bank and
also serves as Executive Vice Chairman of the Board of FCB/NC and its holding
company, First Citizens BancShares, Inc. It is expected that such reimbursement
arrangement will continue in 1999 under substantially the same terms as applied
during 1998; however, effective April 1, 1999, the amount of the Bank's
reimbursement to FCB/NC will increase to $8,342 per month.
INDEPENDENT ACCOUNTANTS
The certified public accounting firm of PricewaterhouseCoopers LLP has been
selected by the Audit Committee to serve as Bancorp's independent public
accountants for 1999.
One or more representatives of PricewaterhouseCoopers LLP 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
FORM 10-K FOR 1998, 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
Any proposal of a shareholder which is intended to be presented for action at
the 2000 Annual Meeting must be received by Bancorp at its main office in
Columbia, South Carolina, no later than November 24, 1999, to be considered
timely received for inclusion in the proxy statement and form of proxy issued
in connection with that meeting. In order for such a proposal to be included in
Bancorp's proxy statement and form of proxy, the person submitting it must own,
beneficially or of record, at least 1% or $1,000 in market value of shares of
Bancorp's common stock entitled to be voted on that proposal at the meeting and
must have held those shares for a period of at least one year and continue to
hold them through the date of the meeting. It is anticipated that the 2000
Annual Meeting will be held during April 2000.
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 22, 1999
15
<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 12, 1999, 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 28, 1999, 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 16.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as indicated otherwise) all nominees listed below.
Nominees: J. B. Apple; R. W. Blackmon; G. H. Broadrick; 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; and H. F. Sherrill
(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 UNABLE
OR UNWILLING TO SERVE AS A DIRECTOR 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.
<PAGE>
Please date and sign exactly as name appears below. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated ___________________, 1999 _______________________________(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
