SECURITIES AND EXHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
February 16, 1999
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Date of Report (Date of earliest event reported):
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
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(Exact name of registrant as specified in its charter)
State of South Carolina 57-0738665
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1230 Main Street
Columbia, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (803) 733-3456
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ITEM 5. OTHER EVENTS
On February 16, 1999, Registrant announced that it had entered into a letter of
intent to acquire The Exchange Bank of South Carolina ("Exchange Bank"),
Kingstree, South Carolina. A copy of Registrant's press release announcing the
proposed transaction is attached as Exhibit 99.1 to this Report.
On February 25, 1999, Registrant and Exchange Bank entered into a definitive
agreement pertaining to the proposed transaction. Pursuant to the agreement,
Exchange Bank would be acquired by Registrant in a transaction that is expected
to be accounted for as a purchase. Subject to certain limitations, Exchange
Bank's shareholders would become entitled to elect to receive (I) .5334 shares
of Registrant's common stock, (II) a note in the principal amount of $200.00, or
(III) $200.00 in cash, in exchange for each of their shares of Exchange Bank's
outstanding common stock; provided, however, that not less than 50% and not more
than 60% of the aggregate consideration in the proposed transaction may be in
the form of Registrant's common stock. The aggregate value of consideration to
be paid by Registrant would be approximately $15 million, based on the current
market value of Registrant's common stock. The definitive agreement
contemplates that Exchange Bank would operate under its current name as a
separate wholly-owned subsidiary of Registrant.
The proposed transaction is subject to the approval of Exchange Bank's
shareholders and to required regulatory approvals, and is expected to be
completed during the third quarter of 1999.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following document is filed as an exhibit to this Report.
Exhibit 99.1 - Registrant's News Release dated February 16, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 8, 1999 /s/ Jay C. Case
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Jay C. Case
Executive Vice President/CFO
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
99.1 News Release, issued by the registrant on February 16, 1999.
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC NEWS RELEASE
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KINGSTREE AND COLUMBIA - Jim B. Apple, Chief Executive Officer of First Citizens
Bank and First Citizens Bancorporation of South Carolina, Inc., and Robert L.
Arnette, Chief Executive Officer of The Exchange Bank of South Carolina, have
announced the signing of a letter of intent, pursuant to which The Exchange Bank
of South Carolina, would become a subsidiary of First Citizens Bancorporation of
South Carolina, Inc. A definitive Agreement and Plan of Merger has been
approved by the Board of Directors of The Exchange Bank of South Carolina. In
addition, the executive committee of First Citizens Bancorporation of South
Carolina, Inc. has recommended to its Board of Directors the approval of the
Agreement. Approval of the Agreement by the First Citizens Bancorporation of
South Carolina, Inc. Board of Directors and by The Exchange Bank of South
Carolina shareholders is necessary. In addition, approval by state and federal
regulatory authorities will be required for the completion of the acquisition.
The parties anticipate that these requirements will have been completed by the
end of the year.
Robert L. Arnette, President and Chief Executive Officer of the Exchange Bank of
South Carolina, reported, " First, we are very excited about this opportunity to
strengthen a long relationship we have had with First Citizens. Not only have
we enjoyed a correspondent banking relationship with First Citizens Bank, but
also we have known their management for many years. Second, it's really
gratifying to know that with this acquisition The Exchange Bank of South
Carolina will remain The Exchange Bank of South Carolina. Together, these two
things amount to a win/win for our customers, our employees, and our
communities. I expect this will allow Exchange Bank not only to offer our
business customers cash management and greater lending capabilities, but also to
provide all of our customers with brokerage services and trust services, not to
mention a greatly expanded ATM network. However, Exchange Bank customers can
expect the same personal attention from the same helpful bankers that they have
known over the years."
Jim B. Apple, President and Chief Executive Officer, First Citizens
Bancorporation of South Carolina and its wholly owned subsidiary, First Citizens
Bank, noted, "The history of the First Citizens Bank reflects a commitment to
community banking. This clear focus on South Carolina transcends everything we
do. While First Citizens Bank will certainly grow in 1999, the more important
issue, from my perspective, is First Citizens Bancorporation's commitment to
concentrating our energies solely on providing the highest quality of banking
service to the people of South Carolina, and now specifically the people of
Williamsburg and Georgetown counties."
First Citizens Bank and Trust Company of South Carolina serves South Carolina
only through a network of 135 branches in over 85 communities statewide. First
Citizens Bank is a subsidiary of First Citizens Bancorporation of South
Carolina, Inc., until now a one-bank holding company, headquartered in Columbia,
South Carolina. The Exchange Bank of South Carolina has four branches in two
communities, and is headquartered in Kingstree, South Carolina. Upon completion
of the proposed acquisition, The Exchange Bank of South Carolina will still be
headquartered in Kingstree; and both First Citizens Bank and First Citizens
Bancorporation of South Carolina, Inc. will remain headquartered in Columbia,
South Carolina.
