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:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) 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)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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
/s/ E. W. WELLS
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.
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
<PAGE>
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 12, 1999, the following shareholders owned beneficially in
excess of 5% of a class of Bancorp's outstanding voting securities:
<TABLE>
<CAPTION>
Amount and
Nature of
Title Name and Address Beneficial Percentage Percentage of
of Class of Beneficial Owner Ownership* of Class** Eligible Votes**
- ------------------------- ----------------------------- --------------- ------------ -----------------
<S> <C> <C> <C> <C>
Common George H. Broadrick (1) 87,705(2) 9.94% 9.23%
Charlotte, NC
Frank B. Holding (1) 344,475(3) 39.02% 36.25%
Smithfield, NC
Lewis R. Holding 183,209(4) 20.75% 19.28%
Lyford Cay, Bahamas
$50 Par Preferred Pearl S. Arant 3,504 6.70% .37%
Pageland, SC
Gladys W. Griggs 4,630 8.85% .49%
Pageland, SC
Frank B. Holding (1) 3,556(5) 6.79% .37%
Smithfield, NC
E. W. Wells 3,645 6.96% .38%
Columbia, SC
$20 Par Preferred Carolina Bonded Storage Co. 462 6.80% .05%
Columbia, SC
Jay C. Case 535 7.87% .06%
Columbia, SC
Frank B. Holding (1) 2,268(5) 33.38% .24%
Smithfield, NC
E. W. Wells 628 9.24% .07%
Columbia, SC
No Par Preferred Peter M. Bristow 1,257(6) 14.83% .13%
Columbia, SC
Frank B. Holding (1) 6,107(7) 72.04% .64%
Smithfield, NC
</TABLE>
- ---------
* Except as otherwise noted, to the best knowledge of Bancorp's management,
each named individual or entity exercises sole voting and investment power
with respect to all shares shown as beneficially owned.
** "Percentage of Class" reflects the percentage of the total number of
outstanding shares of each class of stock that is represented by the number
of shares listed. "Percentage of Eligible Votes" reflects the percentage of
the total number of votes entitled to be cast by all shares of Bancorp's
outstanding voting stock represented by the number of shares listed.
(1) A director of Bancorp.
(2) Includes an aggregate of 51,545 shares held by certain trusts of which Mr.
Broadrick serves as trustee with sole voting and investment power (25,522
of which shares also are included in the beneficial ownership shown for
Carmen P. Holding in the section of this proxy statement entitled
"OWNERSHIP OF SECURITIES BY MANAGEMENT"). Also includes 36,042 shares held
by a certain corporation, which shares, for beneficial ownership purposes,
may be deemed to be controlled by him and as to which shares he may be
deemed to exercise shared voting and investment power (which shares also
are included in the shares shown as beneficially owned by Lewis R. Holding
and Frank B. Holding).
2
<PAGE>
(3) Includes an aggregate of 56,101 shares held by certain corporations and
other entities which, for beneficial ownership purposes, may be deemed to
be controlled by Mr. Holding, and as to which shares he may be deemed to
exercise shared voting and investment power. Also includes an aggregate of
140,155 shares held by or in trust for Mr. Holding's spouse, adult
children and their spouses, as to which shares he disclaims beneficial
ownership. Of the aggregate number of shares shown as beneficially owned
by Mr. Holding, 46,980 shares also are included in the shares shown as
beneficially owned by Lewis R. Holding, of which 36,042 shares also are
shown as beneficially owned by George H. Broadrick, and 8,076 shares also
are shown as beneficially owned by E. Hite Miller, Sr. in the section of
this proxy statement entitled "OWNERSHIP OF SECURITIES BY MANAGEMENT."
(4) Includes 81,980 shares held by certain corporations and other entities
which, for beneficial ownership purposes, may be deemed to be controlled
by Mr. Holding, and as to which shares he may be deemed to exercise shared
voting and investment power. Also includes an aggregate of 8,945 shares
held by Mr. Holding's spouse and adult daughter, as to which shares he
disclaims beneficial ownership. Of the aggregate number of shares shown as
beneficially owned by Mr. Holding, 46,980 shares also are included in the
shares shown as beneficially owned by Frank B. Holding, and 36,042 shares
also are shown as beneficially owned by George H. Broadrick.
(5) Mr. Holding disclaims beneficial ownership of these shares, which are held
by his spouse and adult children.
(6) Includes 200 shares held by Mr. Bristow's spouse, as to which shares he
disclaims beneficial ownership (all shares included in Mr. Bristow's
beneficial ownership also are shown as beneficially owned, and disclaimed,
by Frank B. Holding).
(7) Mr. Holding disclaims beneficial ownership of these shares which are held
by his adult children, individually or as trustee (1,257 of such shares
also are shown as beneficially owned by Peter M. Bristow).
3
<PAGE>
OWNERSHIP OF SECURITIES BY MANAGEMENT
As of March 12, 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
Nature of Percentage of
Beneficial Percentage Eligible
Title of Class Name of Beneficial Owner Ownership* of Class ** Votes **
- ---------------------------- -------------------------------------- ----------------- ------------- --------------
<S> <C> <C> <C> <C>
Common Jim B. Apple 326 .04% .03%
Richard W. Blackmon 110 .01% .01%
George H. Broadrick 87,705(1) 9.94% 9.23%
Charles D. Cook 24 .00% .00%
Laurens W. Floyd 452(2) .05% .05%
William E. Hancock III 3,820(3) .43% .40%
Robert B. Haynes 38,138(4) 4.32% 4.01%
Wycliffe E. Haynes 38,243(5) 4.33% 4.02%
Lewis M. Henderson 5 .00% .00%
Carmen P. Holding 25,622(6) 2.90% 2.70%
Frank B. Holding 344,475(7) 39.02% 36.25%
Charles S. McLaurin III 114 .01% .01%
E. Hite Miller, Sr. 8,306(8) .94% .87%
N. Welch Morrisette, Jr. 118 .01% .01%
E. Perry Palmer 800 .09% .08%
William E. Sellars 38,198(9) 4.33% 4.02%
Henry F. Sherrill 2,596 .29% .27%
Non-Voting Common(10) Frank B. Holding 18,806(11) 51.65% --
$50 Par Preferred Frank B. Holding 3,556(7) 6.79% .37%
Dan H. Jordan 367 .70% .04%
$20 Par Preferred Jay C. Case 535 7.87% .06%
Frank B. Holding 2,268(7) 33.38% .24%
No Par Preferred Frank B. Holding 6,107(7) 72.04% .64%
Non-Voting Preferred (10) Frank B. Holding 378(12) 72.00% --
Common All directors and executive officers 443,913 50.29% 46.71%
as a group (26 persons)
Non-Voting Common (10) All directors and executive officers 18,806 51.65% --
as a group (26 persons)
$50 Par Preferred All directors and executive officers 8,413 16.07% .89%
as a group (26 persons)
$20 Par Preferred All directors and executive officers 3,550 52.25% .37%
as a group (26 persons)
No Par Preferred All directors and executive officers 6,368 75.12% .67%
as a group (26 persons)
Non-Voting Preferred (10) All directors and executive officers 378 72.00% --
as a group (26 persons)
</TABLE>
- ---------
* Except as otherwise noted, to the best knowledge of Bancorp's management,
each named individual exercises sole voting and investment power with
respect to all shares shown as beneficially owned.
** "Percentage of Class" reflects the percentage of the total number of
outstanding shares of each class of stock that is represented by the number
of shares listed. "Percentage of Eligible Votes" reflects the percentage of
the total number of votes entitled to be cast by all shares of Bancorp's
outstanding voting stock represented by the number of shares listed.
(1) Mr. Broadrick's beneficial ownership of Bancorp's common stock is described
in the "PRINCIPAL HOLDERS OF VOTING SECURITIES" section above.
(2) Includes 50 shares held by Mr. Floyd's spouse, as to which shares he
disclaims beneficial ownership.
(3) Includes an aggregate of 2,836 shares held by two entities which, for
beneficial ownership purposes, may be deemed to be controlled by Mr.
Hancock, and as to which shares he may be deemed to exercise shared voting
and investment power.
4
<PAGE>
(4) Includes 37,998 shares held by an entity which, for beneficial ownership
purposes, may be deemed to be controlled by Mr. Haynes, and as to which
shares he may be deemed to exercise shared voting and investment power
(which shares also are shown as beneficially owned by Wycliffe E. Haynes
and William E. Sellars).
(5) Includes 37,998 shares held by an entity which, for beneficial ownership
purposes, may be deemed to be controlled by Mr. Haynes, and as to which
shares he may be deemed to exercise shared voting and investment power
(which shares also are shown as beneficially owned by Robert B. Haynes and
William E. Sellars). Also includes 109 shares held by Mr. Haynes' spouse,
as to which shares he disclaims beneficial ownership.
(6) Includes 25,522 shares held in trust for Ms. Holding's benefit but as to
which she has no voting and investment power and, therefore, disclaims
beneficial ownership; such shares also are shown as beneficially owned by
George H. Broadrick.
(7) Mr. Holding's beneficial ownership of Bancorp's voting stock is described
in the "PRINCIPAL HOLDERS OF VOTING SECURITIES" section above.
(8) Includes 8,076 shares held by an entity which, for beneficial ownership
purposes, may be deemed to be controlled by Mr. Miller, and as to which
shares he may be deemed to exercise shared voting and investment power
(which shares also are shown as beneficially owned by Frank B. Holding).
(9) Includes 37,998 shares held by an entity which, for beneficial ownership
purposes, may be deemed to be controlled by Mr. Sellers, and as to which
shares he may be deemed to exercise shared voting and investment power
(which shares also are shown as beneficially owned by Robert B. Haynes and
Wycliff E. Haynes).
(10) Holders of Bancorp's $5 par non-voting common stock ("non-voting common
stock") and $200 par Series E preferred stock ("non-voting preferred
stock") have no right to vote except as required by law, unless dividends
are in arrears on such stock, and then the holders may cast one vote per
share in the election of directors.
(11) Shares shown as beneficially owned by Mr. Holding are held by a charitable
foundation of which Mr. Holding is a director. If such shares were
entitled to vote (see footnote 10 above), Mr. Holding would exercise
shared voting power as to such shares.
(12) Mr. Holding disclaims beneficial ownership as to such shares, all of which
are 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 AT 16 THE NUMBER OF DIRECTORS TO BE ELECTED AT THE ANNUAL
MEETING.
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:
<TABLE>
<CAPTION>
Year
Positions With First Principal Occupation and Business
Name, Address and Age Bancorp and Bank Elected(1) Experience For Past Five or More Years
- ----------------------- -------------------------- ------------ ------------------------------------------------
<S> <C> <C> <C>
Jim B. Apple Director, President and 1993 President and Chief Executive Officer (formerly
Columbia, SC Chief Executive Officer; Chief Operating Officer) of Bancorp and Bank
46 Member of Executive (prior to that, Executive Vice President)
Committee
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Year
Positions With First Principal Occupation and Business
Name, Address and Age Bancorp and Bank Elected(1) Experience For Past Five or More Years
- -------------------------- ----------------------------- ------------ ---------------------------------------------------
<S> <C> <C> <C>
Richard W. Blackmon Director; Member of 1970 Owner, Richard Blackmon Construction Co.
Lancaster, SC Executive Committee (construction and land development)
84
George H. Broadrick Director; Chairman of Audit 1972 Director and retired President, First Citizens
Charlotte, NC and Compensation BancShares, Inc. and First-Citizens Bank & Trust
76 Committees Company, Raleigh, NC
Laurens W. Floyd Director; Member of Audit 1988 Chairman (formerly President) and Chief
Dillon, SC Committee Executive Officer, Dillon Provision Co., Inc.
70 (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, C. W. Haynes and
Columbia, SC Company, Inc. (mortgage banking and real
55 estate)
Lewis M. Henderson (3) Director; Member of Audit 1996 Tax Partner, Tourville, Simpson & Henderson
Columbia, SC Committee (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 the Board; 1970 Executive Vice Chairman of the Board, First
Smithfield, NC Chairman of Executive Citizens BancShares, Inc. and First-Citizens
70 Committee 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
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 Corporation
Columbia, SC (funeral service)
63
William E. Sellars Director; Member of 1970 President, C. W. Haynes and Company, Inc.
Columbia, SC Executive and (mortgage banking and real estate)
74 Compensation Committees
Henry F. Sherrill (5) Director; Member of 1970 Attorney; Partner, Sherrill and Roof, LLP
Columbia, SC Executive and (attorneys)
76 Compensation Committees;
General Counsel
</TABLE>
6
<PAGE>
- ---------
(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 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.
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 members of the Compensation Committee of the Bank are listed 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.
7
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Compensation Committee 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 Bancorp's and the Bank's relationship with Sherrill and Roof,
L.L.P., see footnote (5) to the table of Bancorp's directors under the caption
"PROPOSAL 2: ELECTION OF DIRECTORS."
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 mechanisms 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 the salary approved by the Compensation
Committee, 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
8
<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>
9
<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.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
---------------------------------------
Other All
Annual Other
Name and Salary Bonus Compensation Compensation
Principal Position Year ($)(1) ($) ($) ($)(2)
- ---------------------------------- ------ --------- ------- -------------- -------------
<S> <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 1997 193,750 -0- -0- 7,154
Executive Officer 1996 168,375 -0- -0- 6,750
Jay C. Case 1998 167,397 -0- -0- 7,200
Executive Vice President and 1997 156,600 -0- -0- 7,101
Chief Financial Officer 1996 146,313 -0- -0- 6,642
Charles S. McLaurin III 1998 156,686 -0- -0- 7,060
Executive Vice President 1997 143,606 -0- -0- 6,561
1996 127,875 -0- -0- 5,848
Charles D. Cook 1998 107,067 -0- -0- 4,856
Senior Vice President and 1997 101,957 -0- -0- 4,626
Director of 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.
10
<PAGE>
Pension Plan and Other Post-Retirement Benefits
The following table shows the estimated benefits payable to a 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 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. To determine benefits under the Pension
Plan, a participant's compensation 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 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 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 number of years of service credit for which benefits may
accrue under the Pension Plan is 40 years. The credited years of service and
"final average compensation," respectively, as of January 1, 1999, for each of
the named executive officers, except Mr. Miller, are as follows: 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 (see footnote (4) to
the Summary Compensation Table regarding payment to Mr. Miller of retirement
benefits under the Pension Plan).
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 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 to provide certain limited consultation
services to, and will not "compete" (as defined in the agreement) against, the
Bank during the period following 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 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.
11
<PAGE>
Performance Graph
The following 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. The 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]
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."
12
<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 1998 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
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 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
/s/ E. W. WELLS
E. W. Wells, Secretary
March 22, 1999
13
<PAGE>
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 [ ] WITHHOLD AUTHORITY
listed below to vote for all
(except as indicated nominees listed below.
otherwise)
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.
(Continued and to be signed on reverse side)
<PAGE>
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.
_______________________________________(Seal)
(Signature)
_______________________________________(Seal)
(Signature if held jointly)
Please date and sign exactly as name appears
at left. 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
Please mark, sign, date and promptly return this proxy card using the
enclosed envelope
