UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
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(Name of Issuer)
COMMON STOCK, $5.00 PAR VALUE
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(Title of Class of Securities)
319460 10 1
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(CUSIP Number)
David L. Ward, Jr.
William R. Lathan, Jr.
Ward and Smith, P.A.
1001 College Court
New Bern, North Carolina 28562
(252) 633-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 1, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of SS. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 319460 10 1 Page 2 of 6 Pages
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<CAPTION>
<S> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Irrevocable Trust under Agreement dated April 26, 1979 - Tax ID No. 56-6207855
Irrevocable Trust under Agreement dated March 28, 1990 - Tax ID No. 56-6364780
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) |X|
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 51,545
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
51,545
10 SHARED DISPOSITIVE POWER
2,341
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,886
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.72%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
</TABLE>
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, $5.00 par value per share
("Common Stock") of First Citizens Bancorporation of South Carolina, Inc. (the
"Issuer"), whose principal executive offices are located at 1230 Main Street,
Columbia, South Carolina 29201.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This statement is filed by two separate irrevocable trusts (collectively
referred to as the "Trusts"), by and through their respective trustees,
as follows:
(1) Irrevocable Trust under Agreement dated December 28, 1976 (the "1976
Trust"); and
(2) Irrevocable Trust under Agreement dated March 28, 1990 (the "1990
Trust").
The mailing address for each of the Trusts is Post Office Box 31727,
Charlotte, NC 28231-1727.
Carmen P. Holding currently is the sole beneficiary of each of the Trusts.
Effective November 1, 1999, each of the Trusts has been restructured to provide
that the six persons identified below will serve as co-trustees (the
"Trustees"). As a result of this commonality of trustees and beneficiary, the
Trusts may be deemed to be a "group" for purposes of their beneficial ownership
of the Issuer's Common Stock held by them separately and, therefore, the Trusts
are filing this Schedule 13D jointly as a group. However, each of the Trusts
disclaims the existence of a group and any beneficial interest in any shares
held by each other Trust.
The Trustees are:
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<S> <C>
NAME PRINCIPAL OCCUPATION AND ADDRESS
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George H. Broadrick Chairman of Executive Committee, Consultant and
Retired President, First-Citizens Bank & Trust Company
Post Office Box 31727, Charlotte, NC 28231-1727
Carolyn S. Holding Volunteer with various charitable entities
2220 White Oak Road, Raleigh, NC 27608
John R. Jordan, Jr. Senior Partner and Attorney, Jordan, Price, Wall, Gray & Jones (attorneys)
Post Office Box 2021, Raleigh, NC 27602-2021
C. Ronald Scheeler Retired Partner, Ernst & Young, LLP (certified public accountants)
3712 Williamsborough Court, Raleigh, NC 27609
David L. Ward, Jr. Senior Attorney and President, Ward and Smith, P.A. (attorneys)
1001 College Court, New Bern, NC 28562
James A. Weathers Retired Area Vice President, First-Citizens Bank & Trust Company
128 Stratford Dr., Louisburg, NC 27549
</TABLE>
(d) During the last five years, no individual Trustee has been convicted in any
criminal proceedings.
(e) During the last five years, no individual Trustee has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he/she was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The situs of each of the Trusts is in the United States, and each of the
Trustees is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of the Issuer's Common Stock held by each of the Trusts were
either (i) contributed to that Trust by its settlor, (ii) received by that Trust
with respect to or in exchange for other assets held by
<PAGE>
the Trust, (iii) in the case of the 1990 Trust, transferred to the Trust from a
separate, related trust which was terminated, or, (iv) in the case of the 1976
Trust, received by the Trust during August 1999 in connection with the Issuer's
acquisition of an unrelated financial institution in which that Trust held
shares of common stock.
ITEM 4. PURPOSE OF TRANSACTION.
The current sole beneficiary and one of the Trustees (George H. Broadrick)
of the Trusts serve as directors of the Issuer and, therefore, are involved in
the management of the Issuer and participate with the Board of Directors in the
consideration of and taking of action on significant corporate events involving
the Issuer. Also, the beneficiary is the adult daughter of Lewis R. Holding who
is a principal shareholder of the Issuer. However, the shares of the Issuer's
Common Stock held by each of the respective Trusts are held by it for investment
purposes only, and neither Trust currently has any plans or proposals which
relate to or would result in any of the events or consequences listed in (a)-(j)
of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As a group, the Trusts hold an aggregate of 53,886 shares of Common Stock,
constituting 5.72% of the total outstanding shares of the Issuer's Common
Stock (based on 942,714 shares outstanding on October 31, 1999). The number
of shares and percentage of outstanding shares held by each separate Trust
is as follows:
1976 Trust - 2,341 shares (0.25% of outstanding shares)
1990 Trust - 51,545 shares (5.47% of outstanding shares)
(b) With respect to the shares held by each Trust, the Trustees (acting as a
group) have the following voting and investment powers:
POWER TO DISPOSE OR
POWER TO VOTE DIRECT THE DISPOSITION
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SOLE POWER SHARED POWER SOLE POWER SHARED POWER
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1976 Trust (1) -0- -0- -0- 2,341
1990 Trust (2) 51,545 -0- 51,545 -0-
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(1) Carmen P. Holding, as current sole beneficiary of the 1976 Trust, has
the sole power to direct the voting, and shared power (with the
Trustees) to direct the disposition, of shares held by that Trust.
(2) The written agreement pertaining to the 1990 Trust provides that, in
connection with their voting of shares held by the Trust, the Trustees
will consult with then current beneficiaries who are at least 40 years
of age, but that the Trustees will not be bound by the voting
preference of any such beneficiary.
(c) During the past 60 days, neither of the Trusts has acquired or disposed of
any shares of the Issuer's Common Stock.
(d) With the exception of the current sole beneficiary, no other person is known
to receive or have the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock beneficially owned by
the Trusts.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described herein, there are no contracts, agreements,
arrangements or relationships
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(legal or otherwise) between either of the Trusts and any other person with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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A Agreement between Trusts with respect to joint filing
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, each
of the undersigned hereby certifies that the information set forth in this
statement is true, complete, and correct.
IRREVOCABLE TRUST UNDER AGREEMENT DATED DECEMBER 28, 1976
IRREVOCABLE TRUST UNDER AGREEMENT DATED MARCH 28, 1990
November 3, 1999 By: /s/ George H. Broadrick
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George H. Broadrick, Co-Trustee
November 3, 1999 By: /s/ Carolyn S. Holding
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Carolyn S. Holding, Co-Trustee
November 3, 1999 By: /s/ John R. Jordan, Jr.
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John R. Jordan, Jr., Co-Trustee
November 3, 1999 By: /s/ C. Ronald Scheeler
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C. Ronald Scheeler, Co-Trustee
November 3, 1999 By: /s/ David L. Ward, Jr.
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David L. Ward, Jr., Co-Trustee
November 3, 1999 By: /s/ James A. Weathers
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James A. Weathers, Co-Trustee
<PAGE>
EXHIBIT A
Each of the undersigned Trusts, by and through its undersigned Trustees,
hereby agrees that the foregoing Schedule 13D dated November 1, 1999, is being
filed with the Securities and Exchange Commission by it jointly with each other
Trust as well as by it individually.
IRREVOCABLE TRUST UNDER AGREEMENT DATED DECEMBER 28, 1976
IRREVOCABLE TRUST UNDER AGREEMENT DATED MARCH 28, 1990
November 3, 1999 By: /s/ George H. Broadrick
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George H. Broadrick, Co-Trustee
November 3, 1999 By: /s/ Carolyn S. Holding
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Carolyn S. Holding, Co-Trustee
November 3, 1999 By: /s/ John R. Jordan, Jr.
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John R. Jordan, Jr., Co-Trustee
November 3, 1999 By: /s/ C. Ronald Scheeler
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C. Ronald Scheeler, Co-Trustee
November 3, 1999 By: /s/ David L. Ward, Jr.
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David L. Ward, Jr., Co-Trustee
November 3, 1999 By: /s/ James A. Weathers
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James A. Weathers, Co-Trustee
