<PAGE 1>
As filed with the Securities and Exchange Commission on December 1, 1994
Registration No. 33-20587
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INITIALLY FILED ON A FORM S-2 REGISTRATION STATEMENT
FIRST CITIZENS BANCSHARES, INC.
(Exact Name of Registrant as specified in its charter)
TENNESSEE 62-1180360
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
P. O. Box 370, Dyersburg, Tennessee 38024 (901) 285-4410
(Address, including zip code and telephone number, including area
code, of registrant's principal executive offices)
Judy Long
Secretary
First Citizens Bancshares, Inc.
P. O. 370
Dyersburg, TN 38025-0370
(901) 285-4410
(Name, address, including zip code and telephone number, including area
code, of agent for service)
Copy to:
Ann W. Langston
Gerrish & McCreary
700 Colonial, Suite 200
Memphis, TN 38117
(901) 767-0900
<PAGE 2>
Approximate date of commencement of proposed sale to the public:
As soon as possible after the effective date of this Amendment.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. X
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the following box. X.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Exhibit Index on Sequential Page Number 29
<PAGE 3>
CROSS REFERENCE SHEET
(Pursuant to Item 501(b) of Regulation S-K showing the location in the
Prospectus of the information required by Form S-3.)
Item No. and Caption Heading in Prospectus
1. Forepart of the Registration Facing Page, Cross
Statement and Outside Front Reference Sheet,
Cover Page of Prospectus........... Outside Front Cover
2. Inside Front and Outside Inside Front Cover; Back Cover
Pages of Prospectus..... Outside Back Cover
3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges................... *
4. Use of Proceeds.................... Use of Proceeds
5. Determination of Offering Price.... Purchases
6. Dilution........................... *
7. Selling Security Holders........... *
8. Plan of Distribution............... Purpose
9. Description of Securities Description of Common to be
Registered................... Stock
10. Interests of Named Experts
and Counsel........................ Experts
11. Material Changes................... *
12. Incorporation of Certain Incorporation of
Information by Reference........... Certain Documents by Reference
13. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities..... *
*Omitted since item is not applicable or answer is negative.
<PAGE 4>
FIRST CITIZENS BANCSHARES, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
50,000 shares of Common Stock
$1.00 par value
TO THE SHAREHOLDERS OF FIRST CITIZENS BANCSHARES, INC.:
We are pleased to provide you this Prospectus describing the First Citizens
Bancshares, Inc. Dividend Reinvestment and Stock Purchase Plan (the "Plan")
for the shareholders of First Citizens Bancshares, Inc. The Plan offers
our shareholders the opportunity to automatically reinvest the cash
dividends from all or a portion of your First Citizens Bancshares, Inc.
Common Stock and additional cash in the purchase of additional shares of
the Common Stock. No brokerage commissions, fees or service charges will
be paid by shareholders participating in the Plan for purchases made under
the Plan. Effective with the September 15, 1991 dividend, participating
shareholders purchasing common stock with reinvested cash dividends will
receive a 5% discount from the market price or the calculated market value
of the common stock.
This Plan was initially adopted by First Citizens Bancshares, Inc. during
1988. Shareholders who have previously joined in the Plan do not need to
enroll again.
Dividends will be reinvested on a quarterly basis as paid. Shares may also
be purchased with optional cash payments made to the Plan at any time. The
optional cash payments may not be less than $100 per payment or more than
$5,000 per calendar quarter.
If you have not previously enrolled in the Plan, you may do so by
completing the enclosed Authorization Form and returning it to First
Citizens National Bank, the Plan Administrator. Shareholders enrolled in
the Plan will continue in the Plan unless they notify the Plan Administra-
tor in writing that they wish to withdraw from participation.
If you do not wish to participate in the Plan, you do not need to take any
action. You will continue to receive your dividends, if and when declared,
by check.
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Additional information about the Plan is provided in question and answer
form in this Prospectus. Should additional questions arise, please contact
us.
Sincerely,
Stallings Lipford
Chairman and CEO
This Prospectus relates to 50,000 shares of Common Stock, $1 par value, of
the Company registered for sale under the Plan. It is recommended that
this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS DECEMBER 1, 1994
<PAGE 6>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . 1
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN DESCRIPTION . . . . . . . . . . . . . . . . . . . 2
PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ADVANTAGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . 3
COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PURCHASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
REPORTS TO PARTICIPANTS . . . . . . . . . . . . . . . . . . . . . 8
DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
DISCONTINUATION OF DIVIDEND REINVESTMENT. . . . . . . . . . . . . 9
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS . . . . . . . . . . . . . . 9
OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 10
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
DESCRIPTION OF COMMON STOCK. . . . . . . . . . . . . . . . . . . . . . 13
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
INDEMNIFICATION OF OFFICERS AND DIRECTORS. . . . . . . . . . . . . . . 14
<PAGE 7>
AVAILABLE INFORMATION
First Citizens Bancshares, Inc.'s principal offices are located at Court
and Mill Streets, Dyersburg, Tennessee 38025-0370 and its telephone number
is (901) 285-4410.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, including
proxy statements, and other information with the Securities and Exchange
Commission (the "Commission"). These reports and other information filed
by the Company can be inspected and copied at the public reference
facilities maintained by the Commission, 450 Fifth Street, NW, Washington,
DC 20549, and at certain regional offices of the Commission located at 75
Park Place, 14th Floor, New York, NY 10007; and 500 W. Madison, Suite
1400, Chicago, IL 60606. Copies of such material may also be obtained
from the Public Reference Section of the Commission, Washington, DC 20549,
at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company filed with the Commission are hereby
incorporated by reference into this Prospectus and made a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1993;
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, June
30 and September 30, 1994;
3. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termina-
tion of the offering shall be deemed to be incorporated by referenced
into this Prospectus.
This Prospectus incorporates documents by reference which are not contained
herein or delivered herewith. The Company will provide without charge to
each person to whom this Prospectus has been delivered upon the written or
oral request of such person, a copy of any or all of the documents referred
to above which have been or may be incorporated into this Prospectus and
deemed to be part hereof, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference. These documents are
available upon request from Judy Long, Secretary, First Citizens Bancshares
Inc., P. O. Box 370, Dyersburg, Tennessee 38025-0370, telephone (901)
285-4410.
<PAGE 8>
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN DESCRIPTION
The provisions of the First Citizens Bancshares, Inc. Dividend Reinvestment
and Stock Purchase Plan (the "Plan") are discussed in question and answer
form below. Holders of First Citizens Bancshares, Inc. (the "Company")
Common Stock (the "Common Stock") who do not wish to participate in the
Plan will continue to receive cash dividends, if and when declared, by
check, as in the past. Shareholders who do wish to participate in the Plan
will need to provide the Company an Authorization Form as discussed below.
This Dividend Reinvestment and Stock Purchase Plan was adopted by the
Company in 1988 and previously announced to the shareholders of the
Company, via a Prospectus dated August 4, 1988. Effective with the
September 15, 1991 dividend shareholders may purchase the Company's Common
Stock with reinvested cash dividends (as opposed to optional cash payments)
at 95% of the average market price or calculated market value (see 11
below). SHAREHOLDERS WHO HAVE PREVIOUSLY JOINED IN THE PLAN DO NOT NEED
TO JOIN AGAIN.
PURPOSE
1. What is the purpose of the Plan? The purpose of the Plan is to
provide owners of the Company's Common Stock with a convenient way to
invest cash dividends and optional cash payments in shares of Common
Stock without any deduction for brokerage commissions, service charges
or other expenses. In addition, shares purchased with reinvested cash
dividends (as differentiated from shares purchased with optional cash
payments), will be acquired by Participants at a price equal to 95%
of the market price or the calculated market value (see number 11
below).
The Plan provides that the Company may make purchases of shares of
Common Stock in the open market for the accounts of participants. If
sufficient shares are not available for purchase in the open market,
the Plan provides that the Company may decide to sell treasury shares
and/or original issue shares of the Common Stock to participants,
whereby the Company would receive additional funds for general
corporate purposes.
<PAGE 9>
ADVANTAGES
2. What are the advantages of the Plan? The participants in the Plan
may:
. Invest dividends on all or less than all shares of the Company's
Common Stock registered in their names automatically without
specifically having to take action at each dividend payment
date.
. Invest cash dividends at a 5% discount from the market price or
the calculated market value of the common stock.
. Invest additional cash within set limits in the Company's Common
Stock.
. Invest the full amount of dividends since the Plan permits
fractional interests in the shares of Common Stock held in the
Plan.
. The individual shareholders will not incur any brokerage fees
and commissions for purchases under the Plan.
. Avoid cumbersome safekeeping requirements and recordkeeping
costs through the free holding and keeping of securities by the
Company, and reporting provisions of the Plan.
PARTICIPATION
3. Who is eligible to participate? All holders of the Company's Common
Stock are eligible to participate in the Plan. Shareholders who wish
to participate with respect to less than all of their shares may do
so by entering the number of shares as to which they wish to
participate on the Authorization Form.
4. How does an eligible shareholder become a participant? An eligible
shareholder may join in the Plan by signing the Authorization Form and
returning it to the Plan Administrator. SHAREHOLDERS WHO HAVE
PREVIOUSLY JOINED IN THE PLAN DO NOT NEED TO COMPLETE THE AUTHORIZA-
TION FORM. A postage-paid envelope is provided for this purpose. An
Authorization Form is enclosed with this Prospectus and additional
forms may be obtained at any time by written request to Judy Burns,
First Citizens National Bank, P. O. Box 370, Dyersburg, Tennessee
38025-0370.
<PAGE 10>
5. When may a shareholder join the Plan? An eligible shareholder may
join the Plan at any time.
If an Authorization Form specifying reinvestment of dividends is
received by the Plan Administrator five (5) days before the record
date is established for payment of a particular dividend, reinvestment
will commence with that dividend payment. If the Authorization Form
is received after that date, the reinvestment of dividends through the
Plan will begin with the next succeeding dividend.
Dividend payment dates for the Company's Common Stock currently are
March 15, June 15, September 15, and December 15. The Dividend Record
Date for determining shareholders who receive dividends normally
precedes the Dividend Payment Date by thirty (30) days.
6. What does the Authorization Form provide? The Authorization Form
allows the shareholder to indicate whether or not and the extent to
which he or she desires to participate in the Plan, by checking the
appropriate boxes. It allows the shareholder to indicate whether he
or she wishes to reinvest dividends paid on all or some portion of the
shares of the Company's Common Stock registered in the Participant's
name and/or to purchase additional shares of the Common Stock with
optional cash payments.
Dividends on all Shares of Common Stock purchased for each partici-
pant's account under the Plan whether by dividend reinvestment or
optional cash payments, will be automatically reinvested in additional
shares of Common Stock.
7. What additional steps must a participant take in order to invest
dividends received with respect to less than all of the shares of
Common Stock held in his or her name? In order to facilitate the
recordkeeping required by the Plan, shareholders wishing to invest
only part of the dividends they receive may be required to deliver the
certificates representing shares to the Plan Administrator. Separate
certificates would then be issued; one certificate for those shares
on which the dividends are to be invested pursuant to the Plan and a
second certificate for those shares on which the shareholder will
continue to receive dividends directly in cash. Participants will be
notified if it becomes necessary to implement this procedure.
8. May a participant change the amount of participation after enrollment?
If a participant elects to participate through the reinvestment of
dividends on all shares registered in the Participant's name but later
decides to participate with
<PAGE 11>
respect to only a portion of the shares registered in the particip-
ant's name or to participate in only the optional cash payment
feature, the participant must notify the Plan Administrator in writing
to that effect, but such notification must be received no later than
fifteen (15) days before a particular Dividend Record Date in order
to stop the full reinvestment of the corresponding dividend. If a
participant elects to participate only in the optional cash payment
feature but decides at a later time to participate in the dividend
reinvestment feature, an additional Authorization Form must be signed
and returned to the Plan Administrator. (See numbers 7 above and 21
below).
9. Who administers the Plan for participants? First Citizens National
Bank (the "Plan Administrator") administers the Plan for participants,
arranges for the custody of share certificates, keeps records, sends
statements of account to participants and performs other duties
relating to the Plan. Shares of Common Stock purchased under the Plan
will be held by the Plan Administrator and registered in the name of
a nominee as agent for the participants in the Plan.
COSTS
10. Are there any expenses to the participants in connection with
purchases under the Plan? No. The brokerage commissions or service
charges will be paid by the Company. In addition, all costs of
administration of the Plan will be paid by the Company.
PURCHASES
11. What will be the price of shares of Common Stock purchased under the
Plan? If shares are purchased through the Plan in the market, the
purchases will be made at prevailing market prices and the price to
each Participant's account will be based upon the average price of all
shares of Common Stock so purchased. The price to each participant's
account purchasing such common shares with reinvested cash dividends
will be 95% of the average price of all shares so purchased. The
price to each participant's account purchasing such shares with
optional cash payments will be 100% of the average price of all shares
so purchased. (See number 15 below).
If treasury shares and/or original issue shares are purchased through
the Plan from the Company, the price per share at which the shares of
the Company's Common Stock will be purchased will be the calculated
market value determined by
<PAGE 12>
calculating the average price paid per share in all current market
trades known to the Company during the ninety (90) days immediately
preceding the date of purchase of shares from the Company through the
Plan; however, in no event will the Company sell shares to the Plan
at a price less than the book value of the Company's Common Stock as
of the end of the last month preceding the anticipated sale. (Book
value per share of the Company's Common Stock will be calculated by
dividing the total of all equity accounts by the total shares of
Common Stock outstanding).
The price to each participant's account purchasing such common shares
with reinvested cash dividends will be 95% of the calculated market
value as determined by the formula described above. The price to each
Participant's account purchasing such shares with optional cash
payments will be 100% of the calculated market value as determined by
the formula described above. Only the shares that may be sold by the
Company to participants under the Plan are the subject of this
Prospectus.
12. How many shares of Common Stock will be purchased for participants?
If you become a participant in the Plan, the number of shares to be
purchased depends on the amount of your dividends, optional cash
payments, or both, and the prevailing market price or the calculated
market value, as applicable, of the Common Stock. Your account will
be credited with that number of shares, including fractions computed
to four (4) decimal places, equal to the total amount invested,
divided by the average purchase price per share paid for all shares
purchased for the Plan resulting from a specific dividend on the
Company's Common Stock.
13. How many shares of Common Stock purchased under the Plan will be
original issue shares? The dividends to be reinvested and the
optional cash payments of participants will first purchase shares of
Common Stock available in the open market. If an insufficient amount
or no shares of the Common Stock are available in the open market, the
Company then plans to sell as many original issue shares of its Common
Stock as the dividends to be reinvested and the optional cash payments
of participants will purchase. The Common Stock is not actively
traded on any market and it is not anticipated that a market will
develop that will make the necessary shares available for purchases
in the market.
14. If the Company elects to sell original issue shares to participants,
when will shares of Common Stock be purchased under the Plan? On the
first business day of each month (the "Purchase Date"), any optional
cash payment which has been
<PAGE 13>
received from a participant prior to that date will be applied to the
purchase of additional shares of Common Stock. Cash dividends on
shares of Common Stock will be applied to the purchase of additional
shares of Common Stock on Dividend Payment Dates. Participants will
become owners of the shares purchased for them under the Plan at the
Purchase Date on which such shares are purchased; however, for federal
income tax purposes the holding period will commence on the following
day.
15. If the Company elects to make market purchases for the Plan, when will
shares of Common Stock be purchased? Shares will usually be purchased
in the market within ten (10) business days of the Purchase Date,
subject to availability of shares in the market and to applicable
regulatory restrictions on such purchases. Participants will become
owners of shares purchased for their account under the Plan upon
settlement of such purchases.
16. Will certificates be issued for shares of Common Stock under the Plan?
Unless requested by a participant, certificates for shares of Common
Stock purchased under the Plan will not be issued. All shares
purchased will be held by a nominee of and for the benefit of Plan
participants. The number of shares purchased for each participant's
account under the Plan will be shown on a statement of account. This
feature protects against loss, theft or destruction of stock
certificates.
Certificates for any number of full shares credited to each partici-
pant's account under the Plan will be issued without charge upon each
participant's written request. (See number 22 below for instructions
on certificate issuance). If a participant remains in the Plan, any
remaining full shares and fractional interests will continue to be
credited to each participant's account.
The shares credited to the account of a participant under the Plan may
not be pledged as collateral security for a loan or other obligation
of a participant. A participant who wishes to pledge such shares must
request that certificates for such shares be issued in the partici-
pant's name. Certificates representing fractional interest will not
be issued under any circumstances.
17. Who will be eligible to make optional cash payments? Shareholders who
have returned a signed Authorization Form to the Company will be
eligible to make optional cash payments at any time. The Company will
utilize any optional cash payment received from a participant five (5)
days before a Purchase
<PAGE 14>
Date for the purchase on the following Purchase Date of shares of
Common Stock for the account of the participant.
If a participant elects to make optional cash payments and not
reinvest dividends on Common Stock, any optional cash payments
received from a participant will be applied to the purchase of
additional shares of Common Stock for the participant's account under
the Plan. If an optional cash payment is received less than five (5)
days before the next Purchase Date, the cash payment will be invested
at the next succeeding Purchase Date.
An initial optional cash payment may be made by a participant at the
time he or she enrolls in the Plan by enclosing a check or money order
with the Authorization Form. The checks or money orders should be
made payable to "First Citizens National Bank, First Citizens DRP
Administrator" and returned with the Authorization Form in the
envelope provided. Subsequent optional cash payments may be made at
any time by delivering them to First Citizens National Bank, Court and
Mill Streets, P. O. Box 370, Dyersburg, Tennessee 38025-0370. Par-
ticipants should include their Plan account number on the check or
money order and any correspondence regarding the Plan.
Optional cash payments may be made at any time, but the Company urges
participants to send such payments in order that they will be received
at least ten (10) days before a Purchase Date. No interest will be
paid on optional cash payments. A participant may obtain a refund of
an optional cash payment at any time prior to five (5) days before it
is invested.
18. What are the limitations on optional cash payment amounts? Optional
cash payments may be made at any time, and such payments do not need
to be in the same amount each month or quarter and participants are
not obligated to make an optional cash payment in any month or
quarter. Optional cash payments must not be less than $100 per
payment nor more than $5,000 in any calendar quarter.
REPORTS TO PARTICIPANTS
19. What kind of reports will be sent to participants in the Plan? As
soon as practical after each purchase each participant will receive
a statement of account showing the total number of shares held in his
account, the amount of dividends received on the shares held in his
account, the amount invested on his behalf, the number of shares
purchased, the price per share and the date of acquisition of the
shares. In addition, each
<PAGE 15>
participant will continue to receive copies of the Company's annual
and other periodic reports to shareholders, proxy statements and
information for income tax reporting purposes.
DIVIDENDS
20. Will participants be credited with dividends on shares held in their
accounts under the Plan? Yes. The Plan Administrator will receive
dividends for all shares held in the Plan on the Dividend Record Date,
and will credit such dividends to participants' accounts on the basis
of full shares and fractional interests credited to those accounts.
Such dividends will be automatically reinvested in additional shares
of Common Stock, credited on the payable date of dividend.
DISCONTINUATION OF DIVIDEND REINVESTMENT
21. How does a participant discontinue the reinvestment of dividends under
the Plan? A participant may discontinue the reinvestment of dividends
under the Plan on all or part of the shares with respect to which he
or she originally elected to participate in the Plan by notifying the
Plan Administrator in writing to that effect. To be effective for any
given Dividend Payment Date, notice of withdrawal must be received
fifteen (15) days before the Dividend Record Date. Any notice of
withdrawal received less than fifteen (15) days prior to a Dividend
Record Date will not be effective until dividends paid for such record
date have been reinvested and the shares credited to the participant's
Plan account.
Participant's who decide to discontinue participation have the options
of: (i) complete or partial withdrawal from the automatic dividend
reinvestment feature with continuation in the optional cash payment
feature; (ii) partial withdrawal from the automatic dividend
reinvestment feature without continuing to participate in the optional
cash payment features; or (iii) complete withdrawal from the Plan.
If a participant withdraws from the automatic dividend reinvestment
feature of the Plan but does not withdraw from the optional cash
payment feature, dividends on shares held in the participant's account
will continue to be reinvested until the participant withdraws from
both the automatic dividend reinvestment and the optional cash payment
features of the Plan.
<PAGE 16>
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
22. How may a participant withdraw shares purchased under the Plan? A
shareholder who has purchased shares of the Company's Common Stock
under the Plan may withdraw all or a portion of such shares from his
Plan account by notifying the Plan Administrator in writing to that
effect and specifying in the notice the number of shares to be
withdrawn. This notice should be mailed to:
First Citizens National Bank
P. O. Box 370
Dyersburg, TN 38025-0370
Attention: Trust Operations Officer
Certificates for whole shares of Common Stock so withdrawn will be
registered in the name of and issued to the Participant. In no case
will certificates representing fractional interests be issued. Any
notice of withdrawal received less than fifteen (15) days prior to a
Dividend Record Date will not be effective until dividends paid for
such record date have been reinvested and the shares credited to the
participant's Plan account.
23. What happens to any fractional interest when a participant withdraws
all shares from the Plan? In lieu of a certificate for any fractional
interest, a participant will receive cash in an amount equal to the
last average per share purchase price of Common Stock purchased for
the Plan on the latest Purchase Date prior to the effective date of
the withdrawal multiplied by the fractional interest. The amount of
cash for any fractional interest together with certificates for whole
shares will be mailed directly to the withdrawing participant by the
Plan Administrator.
24. How may a participant transfer shares held in his account under the
Plan? A participant who wishes to transfer his shares held in his
account under the Plan must first withdraw those shares from the Plan,
following the procedure set out in number 22 above. Upon receipt of
certificates for such shares, the participant may transfer such shares
exactly as he or she would any other securities.
25. What happens when a participant who is reinvesting the cash dividends
on all or part of shares registered in the participant's name sells
or transfers a portion of such shares? If a participant who has
reinvested the cash dividends on all or part of the shares of
Common Stock in his or her name disposes of a portion of
those shares with respect to which he or she is participating in the
Plan, the Company will continue to reinvest the dividends on the
remainder of such shares.
<PAGE 17>
If a participant disposes of all shares of the Company's Common Stock
registered in his or her name, the Plan Administrator will, unless the
participant also withdraws all shares in his or her account under the
Plan, continue to reinvest the dividends on the shares held in his or
her Plan account.
OTHER INFORMATION
26. What happens if the Company has a Common Stock rights offering, issues
a stock dividend or declares a stock split? Participation in any
rights offering will be based upon both the shares registered in a
participant's name and the shares (including fractional interests)
credited to a participant's Plan account. Any stock dividend or
shares resulting from stock splits with respect to full shares and
fractional interests credited to a participant's account will be
credited to such account.
27. How will a participant's Plan shares be voted at a meeting of
shareholders? All shares of Common Stock credited to a participant's
account under the Plan will be voted as the participant directs. If
on the record date for a meeting of shareholders there are shares
credited to the participant's account under the Plan, the participant
will be sent the proxy material for such meeting. When the partici-
pant returns in a timely fashion an executed proxy it will be voted
in respect to all shares credited to the participant. All such shares
may be voted in person at the Shareholders' Meeting.
28. What are the Federal Income Tax consequences of participation in the
Plan? To the extent distributions by the Company to its shareholders
are treated as made from the Company's earnings and profits the
distributions will be dividends taxable as ordinary income. The
Company has sufficient earnings and profits that participants can
expect that the full amount of any distribution under the Plan will
be taxable as dividends.
The full amount of dividends reinvested will, in the case of corporate
shareholders, be eligible for the 80 percent dividends received
deduction available under the Internal Revenue Code.
In the case of foreign or other shareholders, whose taxable income
under the Plan is subject to federal income tax withholding, the
Company will make the reinvestments net of the amount of tax required
to be withheld. Regular statements of accounts confirming purchases
made for such participants will indicate the amount of tax withheld.
<PAGE 18>
The basis, for federal income tax purposes, of any shares acquired
through the Plan will be their fair market value for tax purposes as
of the Purchase Date. The holding period for shares acquired through
the Plan will begin on the day after the Purchase Date. No ruling of
any sort has been obtained from the Internal Revenue Service with
respect to the Plan. Participants should consult their own tax
advisors for further information with regard to the tax consequences
of participation in the Plan.
29. What is the responsibility of the Plan Administrator? First Citizens
National Bank is the Plan Administrator. All communications regarding
the Plan should be addressed to First Citizens National Bank, P. O.
Box 370, Dyersburg, Tennessee, 38025-0370, Attention: Judy Burns.
The telephone number of the Plan Administrator is (901) 285-4410.
The Plan Administrator receives the participant's dividend payments
and optional cash payment, invests such amounts in additional shares
of the Company's Common Stock, maintains continuing records of each
participant's account, and advises participants as to all transactions
in and the status of their accounts. The Plan Administrator acts in
the capacity of agent for the participants.
All notices from the Plan Administrator to a participant will be
addressed to the participant at his last address of record with the
Plan Administrator. The mailing of a notice to the participant's last
address of record will satisfy the Plan Administrator's duty of giving
notice to such participant. Therefore, participants must promptly
notify the Plan Administrator in writing of any change of address.
Neither the Plan Administrator, participants' nominee or nominees nor
the Company shall have any liability for actions taken or omitted
ingood faith pursuant to the Plan, including, without limitation, any
claim for liability arising out of failure to terminate a participant's
account upon such participant's death or adjudicated incompetency prior
to receipt of notice in writing of such death or adjudicated incompe-
tency, nor shall they have any duties, responsibilities or liabilities
except as are expressly set forth in the Plan.
The participant should recognize that neither the Company nor the Plan
Administrator can provide any assurance that shares of Common Stock
purchased under the Plan, will, at any particular time, be worth more
or less than their purchase price.
All transactions in connection with the Plan shall be governed by the
laws of the State of Tennessee.
<PAGE 19>
30. When will the Plan become effective and may it be changed or
discontinued? The Plan became effective for the dividend paid on
December 15, 1988 and for subsequent dividends until such time as the
Plan is suspended or terminated by the Company.
While the Company currently expects to continue a Dividend Reinvest-
ment Plan indefinitely, the Company reserves the right to suspend or
terminate the Plan at any time. It also reserves the right to modify
and interpret the Plan. Participants will be notified of any such
suspension, termination or any modification which materially affects
their rights under the Plan.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered pursuant to the
Plan will be used for the Company's general corporate purposes, including
investment in, extensions of credit or advances to the Company's banking
and non-banking subsidiaries.
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 2,000,000 shares of Common Stock, par
value $1 per share. The holders of Common Stock are entitled to one vote
per share and have no preemptive rights to purchase any securities issued
by the Company. The holders of Common Stock are entitled to receive
dividends as may be declared by the Board of Directors of the Company out
of funds legally available therefor. In the event of liquidation,
dissolution or winding-up of the affairs of the Company, the holders of
outstanding shares of Common Stock are entitled to share pro rata according
to their respective interests in the Company's assets and funds remaining
after payment or provision for payment of all debts and other liabilities
of the Company.
EXPERTS
The consolidated financial statements of the Company and subsidiaries as
of December 31, 1993, 1992 and 1991 and for each of the years in the three
year period ended December 31, 1993, included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1993, incorporated
herein by reference, have been incorporated herein in reliance upon the
reports of Carmichael, Enoch & Associates, independent certified public
accountants, incorporated by reference herein and upon the authority of
that firm as experts in accounting and auditing.
The validity of the Common Stock offered hereby has been passed upon for
the Company by Gerrish & McCreary, P.C., Attorneys, 700 Colonial, Suite
200, Memphis, Tennessee 38117.
<PAGE 20>
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Tennessee Business Corporation Act (the "Act") provides financial
protection by the corporation for its directors, officers and employees
against liabilities and expenses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement)
incurred by them in proceedings arising out of their position with the
corporation.
Under the Act's permissive indemnification provisions, a corporation has
the authority to indemnify a director against liability incurred in a
proceeding if the director conducted himself in good faith and in a manner
he reasonably believed to be in the corporation's best interests. In the
case of criminal proceedings, the director must have no reasonable cause
to believe his conduct was unlawful. Permissive indemnification is allowed
even if the director is not wholly successful in the proceeding.
Indemnification is, however, prohibited in derivative actions in which the
director is adjudged liable and in situations in which the director is
found liable on the basis that a personal benefit was improperly received
by him. The Act also provides that unless limited by its charter, a
corporation must indemnify a director who is a wholly successful on the
merits or otherwise in the defense of a proceeding against reasonable
expenses incurred in connection with the proceeding. In addition to
providing indemnification for liabilities for which the director is held
liable, the Act also provides that a corporation may advance expenses
incurred by a director if the director can furnish a written statement of
his good faith belief that he acted in an appropriate manner and undertakes
to repay the amount advanced if it is ultimately determined that he was not
entitled to indemnification.
The Act contains provisions extending indemnification to officers,
employees and agents of the corporation. The Act states that a corporation
may also indemnify and advance expenses to an officer, employee or agent
who is not a director to the extent consistent with public policy, that may
be provided by its charter, bylaws, general or specific action of its board
of directors or contract.
The Company's Charter and Bylaws provide for indemnification of directors,
officers, employees and agents to the fullest extent allowed for by
Tennessee law.
The directors and officers of the Registrant are covered by an insurance
policy in the amount of $2,500,000, by Kansas Bankers Surety Co.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the provisions in the Bylaws, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.
<PAGE 21>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
OF THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENT, CERTAIN PORTIONS OF WHICH HAVE BEEN OMITTED
PURSUANT TO THE RULES AND REGULATIONS OF THE COMMISSION, AND TO WHICH
PORTIONS REFERENCE IS HEREBY MADE FOR FURTHER INFORMATION WITH RESPECT TO
THE COMPANY AND THE SECURITIES OFFERED HEREBY. THE REGISTRATION STATEMENT
MAY BE INSPECTED WITHOUT CHARGE AT THE OFFICES OF THE COMMISSION, 450 FIFTH
STREET, NW, WASHINGTON, DC 20549, AND COPIES OF ALL OR ANY PART OF IT MAY
BE OBTAINED PROM THE COMMISSION UPON PAYMENT OF THE PRESCRIBED FEES.
<PAGE 22>
AUTHORIZATION FORM
(FRONT)
Addressed to: Shareholders of First Citizens Bancshares, Inc.
By signing the authorization on the other side of this form and returning
it to us, you may participate in the First Citizens Bancshares, Inc.
Dividend Reinvestment and Stock Purchase Plan as described in the
accompanying Prospectus. You may elect by checking the appropriate box or
boxes to reinvest all or some portion of the cash dividends on your shares
of Common Stock in more shares of Common Stock of the Company or make
optional cash payments to purchase additional shares, or both.
[ ] I wish to reinvest my cash dividends on all my shares of Common Stock.
[ ] I wish to reinvest my cash dividends on ____ of my shares of Common
Stock.
[ ] I wish to make optional cash payments and enclose my check for my
initial voluntary cash payment of $_______.
(THIS IS NOT A PROXY. PLEASE SIGN THE AUTHORIZATION FORM ON REVERSE SIDE.)
<PAGE 23>
AUTHORIZATION FORM
(BACK)
AUTHORIZATION
(Taxpayer ID No., if any)
TO: FIRST CITIZENS BANCSHARES, INC.
and FIRST CITIZENS NATIONAL BANK
AS PLAN ADMINISTRATOR, OR ITS DULY
APPOINTED SUCCESSOR:
Upon my election to reinvest all or some portion of my cash dividends, I
hereby authorize and direct First Citizens Bancshares, Inc. (the "Company")
to pay to First Citizens National Bank (the "Plan Administrator") for my
account cash dividends payable to me on Common Stock of the Company
registered in my name.
I hereby appoint the Plan Administrator, or its duly appointed successor,
as my agent subject to the terms and conditions set forth in the First
Citizens Bancshares, Inc. Dividend Reinvestment and Stock Purchase Plan
Description (a copy of which I have received and read). I hereby authorize
it, to the extent I have indicated on the reverse side or may properly
indicate hereafter, to take all acts necessary to apply cash dividends
payable on shares of Common Stock of the Company registered in my name
and/or my voluntary cash payments made in accordance with the Plan to the
purchase of full and fractional shares of Common Stock of the Company.
In the event that the certificates representing shares purchased by me are
held by the Plan Administrator or its nominee, I hereby authorize the Plan
Administrator or its nominee to merge such certificates into one or more
certificates of larger denominations.
This authorization and appointment is given with the understanding that I
may terminate it at any time by notifying the Plan Administrator in writing
at least fifteen (15) days before the record date of any dividend payment.
PLEASE SIGN EXACTLY AS YOUR NAME(S)
APPEARS ON YOUR STOCK CERTIFICATE.
THIS AUTHORIZATION IS INVALID
UNLESS SIGNED BY ALL PERSONS WHOSE
NAMES APPEAR ON YOUR STOCK
CERTIFICATE.
Date: _________________19__.
<PAGE 24>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses incurred in connection with the issuance and distribution of
the securities registered hereon are:
Filing Fee......................... $ 510.00
*Blue Sky Fees and Expenses........ 500.00
*Accounting Fees and Expenses...... 500.00
*Legal Fees and Expenses........... 10,000.00
*Printing.......................... 1,300.00
*Miscellaneous..................... 500.00
Total......................... $13,310.00
*Estimated
Item 15. Indemnification of Directors and Officers
The Tennessee Business Corporation Act (the "Act") provides financial
protection by the corporation for its directors, officers and employees
against liabilities and expenses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement)
incurred by them in proceedings arising out of their position with the
corporation.
Under the Act's permissive indemnification provisions, a corporation has
the authority to indemnify a director against liability incurred in a
proceeding if the director conducted himself in good faith and in a manner
he reasonably believed to be in the corporation's best interests. In the
case of criminal proceedings, the director must have no reasonable cause
to believe his conduct was unlawful. Permissive indemnification is allowed
even if the director is not wholly successful in the proceeding.
Indemnification is, however, prohibited in derivative actions in which the
director is adjudged liable and in situations in which the director is
found liable on the basis that a personal benefit was improperly received
by him. The Act also provides that unless limited by its charter, a
corporation must indemnify a director who is a wholly successful on the
merits or otherwise in the defense of a proceeding against reasonable
expenses incurred in connection with the proceeding. In addition to
providing indemnification for liabilities for which the director is held
liable, the Act also provides that a corporation may advance expenses
incurred by a director if the director can furnish a written statement of
his good faith belief that he acted in an appropriate manner and undertakes
to repay the amount advanced if it is ultimately determined that he was not
entitled to indemnification.
<PAGE 25>
The Act contains provisions extending indemnification to officers,
employees and agents of the corporation. The Act states that a corporation
may also indemnify and advance expenses to an officer, employee or agent
who is not a director to the extent consistent with public policy, that may
be provided by its charter, bylaws, general or specific action of its board
of directors or contract.
The Company's Charter and Bylaws provide for indemnification of directors,
officers, employees and agents to the fullest extent allowed for by
Tennessee law.
The directors and officers of the Registrant are covered by an insurance
policy in the amount of $1,000,000, by The National Union Fire Insurance
Company.
Item 16. Exhibits
Exhibit Number Exhibit Description
5* Opinion re legality
13** Annual Report on Form 10-K for
the fiscal year ended December
31, 1993;
Quarterly Reports on Form 10-Q for
the quarters ended March 31, June 30
and
September 30, 1994
24(a) Consent of accountant
24(b)* Consent of counsel
(included in Exhibit 5)
25 Power of Attorney
* Previously filed as Exhibits with this Registration Statement.
** Incorporated by reference.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10 (a)(3) of
the Securities Act of 1933;
(b) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement
<PAGE 26>
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(c) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by refer-
ence in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
To deliver or cause to be delivered with the Prospectus, to each person to
whom the Prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the Prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not
set forth in the Prospectus, to deliver, or cause to be delivered to each
person to whom the Prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the Prospectus to provide
such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
<PAGE 27>
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE 28>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dyersburg, State of Tennessee on November 16,
1994.
FIRST CITIZENS BANCSHARES, INC.
By /s/
Stallings Lipford
Chairman of the Board,
CEO and Director
<PAGE 29>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
5* Opinion re legality
13** Annual Report on Form 10-K
for the fiscal year ended
December 31, 1993
Quarterly Reports on Form
10-Q for the quarters ended
March 31, June 30 and
September 30, 1994
24(a) Consent of accountant 31
24(b)* Consent of counsel
(included in Exhibit 5)
25 Power of Attorney 33
* Previously filed
** Incorporated by reference
<PAGE 30>
Exhibit 24(a)
<PAGE 31>
ACCOUNTANTS' CONSENT
We consent to the use in the Post-effective Amendment No. 3 of the
Registration Statement on Form S-3, initially filed on a Form S-2
Registration Statement of First Citizens Bancshares, Inc. of our reports
dated January 25, 1994, accompanying the financial statements and schedules
of First Citizens Bancshares, Inc. contained in such Registration Statement
and to the use of our name and the reference made to us as experts in the
Registration Statement.
Dyersburg, Tennessee Carmichael, Enoch & Associates
November 14, 1994 /s/
<PAGE 32>
Exhibit 25
<PAGE 33>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Stallings Lipford and/or Katie
Winchester his true and lawful attorney-in-fact and agent with full powers
of substitution, for him and in his name, place and stead in any and all
capacities, to sign this Registration Statement and any and all amendments
to the same, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange
Commission granting said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be in and about the premises as fully to all intents and
purposes as he might or could do in person thereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes
may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registra-
tion statement has been signed by the following persons in the capacities
and on the dates indicated:
Signature Capacity Date
/s/ Chairman of the Board,
Stallings Lipford (Principal Executive
and Financial Officer)
and Director
/s/ Director
Eddie Eugene Anderson
/s/ Director
J. Walter Bradshaw
/s/ Director
James Daniel Carpenter
/s/ Director
James H. Carver
/s/ Director
William C. Cloar
/s/ Director
Richard W. Donner
/s/ Director
John E. Heckethorn
/s/ Director
E. H. Lannom, Jr.
<PAGE 34>
/s/ Director
Milton E. Magee
/s/ Director
Mary Frances McCauley
/s/ Director
L. D. Pennington
/s/ Director
G. W. Smitheal, III
/s/ Director
H. P. Tigrett, Jr.
/s/ Director
P. H. White, Jr.
/s/ Director
D. Steven Williams
/s/ President and Director
Katie Sue Winchester
/s/ Director
Billy S. Yates
