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FIRST CITIZENS BANCSHARES, INC.
First Citizens Place
Dyersburg, Tennessee 38025-0370
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, APRIL 19, 1995
TO: Shareholders of First Citizens Bancshares, Inc.
Dyersburg, Tennessee 38025-0370
Notice is hereby given that the Annual Meeting of Shareholders
of First Citizens Bancshares, Inc. will be held in the Annex of First
Citizens National Bank, Dyersburg, Tennessee, on Wednesday, April 19,
1995 at 10:00 A.M. to consider and act upon the following proposals:
1. The election of six directors for term of three years
expiring in 1998.
2. Approval of Carmichael and Associates as auditors for the
year ending December 31, 1995.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Shareholders of record at the close of business on February 28,
1995 are entitled to notice of and to vote at the Annual
Shareholders' Meeting.
Please date, sign and return the enclosed Proxy immediately in
the stamped envelope provided. It is important that you sign and
return the Proxy, even though you plan to attend the meeting in
person. You may revoke the Proxy at any time before the Proxy is
exercised by giving written notice to the Company or by advising us
at the meeting. If you will need special assistance at the meeting
because of a disability, please contact Judy Long, Secretary at (901)
287-4254.
This 18th day of March, 1995.
BY ORDER OF THE BOARD OF DIRECTORS
Stallings Lipford
Chairman & CEO
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FIRST CITIZENS BANCSHARES, INC.
P.O. BOX 370
DYERSBURG, TENNESSEE 38025-0370
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 19, 1995
SOLICITATION
THE PROXY ACCOMPANYING THIS STATEMENT IS SOLICITED BY AND ON
BEHALF OF THE BOARD OF DIRECTORS OF FIRST CITIZENS BANCSHARES, INC.
(the "Company" or "Holding Company") for use at the Annual Meeting of
Shareholders to be held April 19, 1995, and any adjournment thereof.
The time and place of the meeting is set forth in the accompanying
Notice of Meeting.
The expense of preparing, assembling, printing and mailing the
Proxy Statement and the materials used in the solicitation of Proxies
for the meeting will be borne by the Company. It is contemplated
that Proxies will be solicited principally through use of the mail,
but officers, directors and employees of the Holding Company and its
subsidiary, First Citizens National Bank (the "Bank") may solicit
Proxies personally or by telephone, without receiving special
compensation therefor. Brokers, custodians, and other like parties
will be requested to send Proxy material to beneficial owners of
stock and will be reimbursed for their reasonable expenses. It is
anticipated that this Proxy Statement and accompanying Proxy will be
mailed to shareholders on or about March 18, 1995.
All Proxies in the accompanying form which are properly executed
and returned to management will be voted in accordance with
directions given therein. Any Proxy delivered pursuant to this
solicitation is revocable, at the option of the person executing
same, at any time before it is exercised, by written notice delivered
to Judy Long, Secretary of First Citizens Bancshares, Inc. Powers of
Proxy holders will be suspended if the person executing the Proxy is
present at the meeting and elects to vote in person by advising the
Chairman of the Meeting of his/her election to vote in person, and
voting in person at the meeting.
IF NO INSTRUCTION IS SPECIFIED IN YOUR PROXY WITH RESPECT TO THE
ELECTION OF DIRECTORS OR OTHER MATTERS ADDRESSED HEREIN, THE SHARES
REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED "FOR" THE NOMINEES
FOR ELECTION AS DIRECTORS AND FOR THE ELECTION OF CARMICHAEL AND
ASSOCIATES TO SERVE AS THE COMPANY'S AUDITORS FOR THE YEAR ENDING
12/31/95. IF ANY OTHER BUSINESS IS PROPERLY PRESENTED AT THE MEETING,
THE PROXY WILL BE VOTED IN ACCORDANCE WITH RECOMMENDATIONS OF THE
COMPANY'S BOARD OF DIRECTORS. COMPANY'S BOARD OF DIRECTORS.
VOTING SECURITIES
At the close of business December 31, 1994, there were 714,824
shares of Common Capital Stock, par value of $1.00, of First Citizens
Bancshares, Inc. outstanding and entitled to vote, as the sole class
of voting securities. On any matter submitted to a vote of the
shareholders, each holder of the Holding Company's common stock will
be entitled to one vote, in person or by proxy, for each share of
common stock he or she held of record on the books of the Holding
Company as of February 28, 1995. Holders of common stock shall
possess full voting rights for the election of Directors and for all
other purposes. In connection with the election of Directors, shares
may be voted cumulatively if a shareholder present at the Meeting
gives notice at the Meeting prior to the voting for election of
Directors, of his or her intention to vote cumulatively. If any
share-holder of the company gives such notice, then all shareholders
eligible to vote will be entitled to cumulate their shares in voting
for the election of Directors. Cumulative voting allows a
shareholder to cast a number of votes equal to the number of shares
held in his or her name as of the Record Date, multiplied by the
number of Directors to be elected.
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These votes may be cast for any one nominee, or may be
distributed among as many nominees as the shareholder sees fit. If
cumulative voting is declared at the meeting, votes represented by
Proxies delivered pursuant to this Proxy Statement may be cumulated
in the discretion of the Proxy Holder, in accordance with
management's recommendation.
Tennessee Law does not provide for Dissenters Rights of Appraisal
when considering the matters as set forth herein. Holders of shares
of Common Stock will be entitled to receive dividends if and when
declared payable by the Board of Directors of First Citizens
Bancshares, Inc. Shareholders of the Company are not entitled to
preemptive rights to subscribe for or purchase securities. In the
event of a liquidation, dissolution or winding up of the affairs of
the Holding Company, assets and funds of the corporation shall be
distributed, pro rata, among the holders of Common Stock according to
their respective shares.
The following table sets forth the number of shares of common
capital stock owned by Directors, Nominees and Officers of First
Citizens Bancshares, Inc. as of December 31, 1994:
Amount and Nature of
Name of Beneficial Ownership Percent
Title of Class Beneficial Owners Direct Indirect of Class
Common Capital Stock Directors, Nominees 70,589 40,973 15.61%
& Officers (21)
PRINCIPAL SHAREHOLDERS
As of this date, persons or entities beneficially owning in excess
of 5% of the Common Capital Stock of First Citizens Bancshares, Inc.
are set forth in the following table:
Beneficial Ownership Percent
Title of Class Name and Address Direct Indirect of Class
Common Capital Milton Eugene Magee
Stock 421 Lattawoods
Dyersburg, TN 38024 15,667 28,367 (1) 6.16%
Common Capital Elizabeth Magee Taylor
Stock 1789 North Highland
Jackson, TN 38301 16,432 36,561 (2) 7.41%
Common Capital First Citizens National
Stock Bank Employee Stock
Ownership Plan & Trust 157,447 22.03%
(1) Mr. Magee serves as co-trustee on various trusts with First
Citizens National Bank and/or Elizabeth Magee Taylor representing
28,361 shares. Additionally, he serves as custodian for his
children on a total of 6 shares.
(2) Mrs. Taylor serves as co-trustee on 28,361 shares with Milton
Eugene Magee and/or First Citizens National Bank, 40 shares with
First Citizens National Bank for E.M. Taylor, Grantor and 27
shares with FCNB as agent and trustee. Also reported as
beneficial ownership are 8,133 shares owned by Mrs. Taylor's
spouse individually, through a trust and by virtue of an
affiliated interest.
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ELECTION OF DIRECTORS
The maximum number of directors is fixed by the Company's Charter
at twenty-two and may be altered only by an amendment to same. The
Board of Directors may, by majority vote, increase the membership of
the Board up to the maximum number set out in the Charter and by like
vote appoint qualified persons to fill vacancies which might occur
between shareholder meetings. The present Board of Directors consists
of 18 members with one-third of the terms expiring in 1996, another
one-third in 1997 and the remaining one-third in 1998. The
following individuals have been nominated by the Board of Directors to
serve a term of three years. Once elected, each Director shall serve
the stated term or until his/her successor has met the necessary
qualifications and has been elected. Should any nominee determine
that he/she is unable to serve, the persons named in the accompanying
proxy intend to vote for the balance of those named.
The following information sets forth the name of each nominee,
age, principal occupation for the past five years, name and business
of the corporation or other organization with which he/she is
affiliated, year of initial election to the Board, and beneficial
ownership of Common Stock of the Company as of December 31, 1994.
This information is also provided for continuing Directors whose terms
expire in 1996 and 1997.
NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 1998
William C. Cloar (58) is Vice President of Administration with
Dyersburg Fabrics, Inc., a textile manufacturing plant. Mr. Cloar
served Dyersburg Fabrics from 1990 to 1994 as Vice President of
Administration and Human Resources. From October, 1983 until May,
1990 he held the position of Vice President of Data Processing. He
was appointed to serve as Director of First Citizens Bancshares, Inc.
on January 16, 1991. Mr. Cloar serves on the Trust Committee. He
beneficially owns 3,511 shares (.49%) of Common Capital Stock of the
Company.
James Daniel Carpenter (45) is a partner in Flatt Heating & Air
Conditioning. He was appointed to the Board in July, 1993 and
currently serves on the Community Reinvestment Act Committee. Mr.
Carpenter beneficially owns 516 shares (.07%) of Common Capital Stock
of the Company.
Richard W. Donner (44) is Vice President of Sales with Dyersburg
Fabrics, Inc., a textile manufacturing plant. Mr. Donner has been a
Director since 1985 and presently serves on the Audit Committee. He
owns beneficially 600 shares (.08%) of Common Capital Stock of the
Company.
John E. Heckethorn (77) retired, Heckethorn Manufacturing Company,
a defense contractor and a manufacturer of automotive components. He
serves as a member of the Community Reinvestment Act Committee. His
initial election to the Board of Directors was in 1980. Mr.
Heckethorn owns 826 shares (.12%) of the Common Capital Stock of the
Company.
Stallings Lipford (64) is Chairman and Chief Executive Officer of
both the Company and First Citizens National Bank (the principal
subsidiary of the Company). Mr. Lipford also served as President of
the Company and the Bank until April, 1992. He was initially elected
to the Board in 1960 and has served since that time. He is a member
of the Executive and Investment Committees. He owns beneficially
17,602 shares (2.46%) of Common Capital Stock of the Company.
H.P. Tigrett, Jr. (83) retired, Tigrett & Shibley Insurance,
Newbern, Tennessee, an independent insuror. He was first elected to
the Board in 1969. Mr. Tigrett owns 1,876 shares (.26%) of Common
Capital Stock of the Company.
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CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1997
Eddie Eugene Anderson (47) is a partner in Anderson Farms. He was
elected to the Board in 1984 and serves on the Community Reinvestment
Act Committee. He beneficially owns 6,273 shares (.88%) of Common
Capital Stock of the Company.
E.H. Lannom, Jr. (70) is President of Forcum-Lannom, Inc., a
building contractor and building materials distributor. He has served
on the Board of the Company since his initial election in 1962. Mr.
Lannom is a member of the Investment, Executive and Audit Committees.
He beneficially owns 6,478 shares (.91%) of Common Capital Stock of
the Company.
Milton E. Magee (58) is a partner in Chic Farms. He was first
elected to serve on the Board in 1969. Mr. Magee serves on the
Investment and Executive Committees and beneficially owns 44,034
shares (6.16%) of Common Capital Stock of the Company.
Mary F. McCauley (64) is Professor Emeritus at Dyersburg State
Community College. Ms. McCauley was a professor of English at
Dyersburg State until her retirement in 1994. She was appointed to
serve as Director of First Citizens Bancshares, Inc. on January 16,
1991. Ms. McCauley serves on the Community Reinvestment Act Committee
(CRA) and beneficially owns 318 shares (.04%) of Common Capital Stock
of the Company.
G.W. Smitheal, III (39) is a partner in Smitheal Farms and Biesel
and Smitheal Cattle Company. Mr. Smitheal was appointed to the Board
in July, 1993 to serve the remainder of the unexpired term of Director
G. W. Smitheal, Jr. Mr. Smitheal serves on Audit Committee and
beneficially owns 449 shares (.06%) of Common Capital Stock of the
Company.
P.H. White, Jr. (63) is a partner in P.H. White Farms and a
manufacturer and distributor of livestock insecticide applicators.
Mr. White was initially elected to the Board in 1978. He is a member
of the Investment and Executive Committees and beneficially owns 2,212
shares (.31%) of Common Capital Stock of the Company.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1996
J. Walter Bradshaw (33) is Vice President and Director of Bradshaw
& Co. Insurors, an independent insurance agency. Mr. Bradshaw was
appointed to the Board in July, 1993, to serve the remainder of the
unexpired term of Director Sam Bradshaw, Jr. Mr. Bradshaw serves on
the Audit Committee and beneficially owns 5,571 shares (.77%) of
Common Capital Stock of the Company.
James H. Carver (54) retired in 1993 from Colonial Rubber Works,
Inc., a company engaged in the manufacture of rubber and plastic
compounds. Mr. Carver had served Colonial Rubber as Chairman of the
Board since January 1, 1988. He was appointed to the Board in
February, 1992 and beneficially owns 1,650 shares (.23%) of Common
Capital Stock of the Company.
L.D. Pennington (66) is Chairman of the Board of Forcum-Lannom
Associates, Inc., a company of contractors, engineers and developers.
Mr. Pennington served as President and Chief Executive Officer of the
company until 1993. He was elected to the Board in 1989 and serves on
the Executive, Investment and Trust Committees. Mr. Pennington owns
beneficially 2,405 shares (.34%) of Common Capital Stock of the
Company.
Dwight Steven Williams (39) is Business Manager of Johnson
Funeral Home. He was appointed to serve as Director of First Citizens
Bancshares, Inc. on January 16, 1991 and serves on the Trust
Committee. Mr. Williams beneficially owns 312 (.04%) shares of Common
Capital Stock of the Company.
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Katie S. Winchester (54) is President of First Citizens
Bancshares, Inc. and President and Chief Administrative Officer of
First Citizens National Bank (the principal subsidiary of the
Company). Ms. Winchester was appointed by the Board of Directors to
the position of President of the bank and the Company in April, 1992.
Previous to the appointment, she served the Company as Vice President
and Secretary and the Bank as Executive Vice President and Chief
Administrative Officer. Ms. Winchester was initially elected to the
Board in 1990 and serves on the Investment, Executive, Community
Reinvestment Act, and Trust Committees. She owns beneficially 5,828
shares (.82%) of Common Capital Stock of the Company.
Billy S. Yates (69) is President of General Appliance and
Furniture Company, a retail furniture and appliance outlet. Mr. Yates
was initially elected to the Board in 1973 and serves on the
Investment and Executive Committees. He beneficially owns 3,309
shares (.46%) of Common Capital Stock of the Company.
DESCRIPTION OF THE BOARD AND ITS COMMITTEES
Each Director of First Citizens Bancshares, Inc. also serves as a
Director of First Citizens National Bank. The Board of Bancshares met
nine times during 1994 and the Board of the Bank held twelve meetings.
There were no incumbent Directors attending fewer than 75% of the
aggregate of Board and Committee meetings. There are no family
relationships between Directors, Officers or Officers and Directors.
There were no transactions entered into between First Citizens
National Bank or First Citizens Bancshares, Inc., and Directors,
Nominees for Directors and/or Executive Officers of either the Bank or
Bancshares in which the charges involved exceeded $60,000 unless such
transactions were accomplished on the basis of competitive bidding or
were considered to be in the ordinary course of business.
The Holding Company has no specific committees. However, the
Holding Company's principal subsidiary, First Citizens National Bank,
has various committees that serve the Bank.
The Executive Committee is appointed by the Board to act on it's
behalf when the Board is unable to act as a whole. It is the
responsibility of the Executive Committee to review certain loan
applications in accordance with Loan Policy; to make recommendations
to the Board on issues affecting the operations of the Bank and to
counsel management on matters presented for committee consideration.
The Executive Committee acts as a nominating committee by considering
the performance of incumbent directors and officers and by
recommending nominations for re-election. When acting as the
compensation committee, the Executive Committee reviews and approves
salaries of senior management and recommends to the Board compensation
for service on the Board and Board Committees. The Executive
Committee also serves as the Investment Committee. The committee
meets at such times as meetings are called. Thirty-nine meetings were
held in 1994.
The Audit Committee reviews results of audits performed by the
Bank's Internal Auditor and makes a determination as to the adequacy
of such audits. Further, this committee determines the need and
frequency for external audits, reviews engagement letters to determine
the overall effectiveness of proposed audits, and reviews the results
of any audit upon completion. Based on results of these audits, this
committee determines the adequacy of existing internal controls and
reports their findings to the full Board. The Audit Committee held
four meetings during 1994.
The Trust Committee is composed of four Directors and two Trust
Officers. It is the responsibility of this committee to work with the
Trust Officers and staff to formulate policies and procedures relative
to the administering of fiduciary powers; to accept or reject all
executorships, trusteeships, and other fiduciary relationships of the
<PAGE>7
bank; and to invest, retain, or dispose of funds that are in the
possession of the Trust Department. Twelve Trust Committee meetings
were held during the year ending December 31, 1994.
The Investment Committee consists of seven members appointed by
the Board, and the Bank's Investment Officer. It is the
responsibility of this committee to set and monitor investment
activity guidelines. Three meetings were held during 1994.
The Community Reinvestment Act Committee was established within
the Community Reinvestment Act Program. It is the responsibility of
this Committee to develop, review, and implement ongoing CRA
compliance efforts. The CRA Committee consists of five directors and
a cross section of managers from various departments within the bank.
Three Community Reinvestment Act Committee meetings were held
throughout 1994.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director Fees are established by the Board on an annual basis.
Fees for 1994 were set at $500.00 per meeting for each Director and
advanced on a per meeting attended basis. Additional amounts are paid
for service on various committees as follows (annually): Executive/
Investment Committee $7,500.00, Audit Committee $3,600.00, Trust
Committee $4,500.00 and CRA Committee $2,000.00. Executive Officers
who are also Directors receive no additional compensation for service
on a Board Committee.
The following table discloses individually Executive Officers of
the Holding Company and its subsidiaries who received direct annual
remuneration in excess of $100,000.00. As the Holding Company pays no
salaries, this information relates to all compensation paid by First
Citizens National Bank. The following tabulation is for the period
ending December 31, 1994.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Re- All
Name Annual stricted Securities Other
and Compen- Stock Underlying LTIP Compen-
Principal sation Award(s) Options/ Payouts sation
Position Year Salary($) Bonus($) ($) ($) SARs (#) ($) ($)
Stallings 1994 134,976 38,036 15,000 -0- -0- -0- 9,137
Lipford (1) (2) (3)
Chairman of
Board of 1993 128,262 36,225 17,143 -0- -0- -0- 69,399
Directors (1) (2) (3)
& CEO
Katie 1994 108,726 29,249 13,880 -0- -0- -0- 914
Winchester (1) (2) (3)
President,
CAO, & 1993 100,252 27,562 13,336 -0- -0- -0- 867
Director (1) (2) (3)
(1) Salaries reported includes Director Fees of $6,000.00 paid to each
Executive for service on the Board of Directors.
(2) Contributions made by the Bank to Employee Stock Ownership Plan.
(3) Economic Benefit of Life Insurance Policy.
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COMPENSATION PLANS
Incentive Compensation Plan
An Employee Incentive Plan was adopted by the Company on
December 16, 1992, effective January 1, 1993. Executive participants
of the Plan include the Chief Executive Officer and President of
First Citizens National Bank (the Bank) and First Citizens
Bancshares, Inc. (the Company). Bonuses paid to Executives included
in this Plan are based on the overall performance of the Bank.
Participants are eligible to receive an annual bonus equal to 20%,
25% or 30% of their base salary equivalent to the Company's return on
assets at .85% to 1.00%, 1.00% to 1.15% and 1.15% and above
respectively. Executive bonuses paid in 1994 were 30% of the
Executive base salary based on a pre-bonus return on assets of 1.16%.
Employee Stock Ownership Plan
Effective December 31, 1984 the Board of Directors of the Bank
approved a resolution establishing the First Citizens National Bank
Employee Stock Ownership Plan and Trust, designed to invest primarily
in Holding Company Stock. Of the eighteen Directors, two of which
are Executive Officers of the Bank Holding Company, two were Plan
participants receiving a distribution. Benefits accruing to the
accounts of individuals named in the Summary Compensation Table for
the plan year ending December 31, 1994 totaled $28,880. The
distribution and vesting of the amount allocated is not subject to
future events.
Administration of the Plan is the responsibility of an admini-
strative committee as directed by the Board of First Citizens
National Bank. Any employee who has completed one (1) year of
service (1,000 hours) and who has reached the age of 21 shall be
eligible to participate. Distribution of benefits can be made in
stock, cash or a combination of the two, per the requirements of TRA
of 1986. Benefits are payable as a single distribution or equal
annual installments at normal retirement date, coinciding with or
following the participant's 65th birthday. An amendment made in 1994
provided for the elimination of the investment diversification option
of the plan. This option in the plan stated that for five years
after attaining age 55 and completing 10 years of plan participation,
ESOP participants would be given an opportunity to either diversify
25% of their ESOP Account Investments or receive distribution of 25%
of the account. In the sixth year this option applies to 50% of the
account balance. With the eliminatin of diversification option, plan
participants will only have the option of receiving a distribution
that can be transferred directly to an IRA or to an investment
account selected and managed by the participant.
Also included in the Plan are provisions for distribution of
benefits to the participant or designated beneficiary upon early
retirement, becoming totally and permanently disabled, or upon the
death of the participant. Allocations of stock to the account of
each participant will be based on the ratio of his/her compensation
to all participant's compensation for the plan year. Total
contributions to the plan for the year ending December 31, 1994 were
approximately $392,000.00.
Executive Employment Agreements
Executive Employment Agreements are currently in effect by and
between First Citizens National Bank (the "Bank"), First Citizens
Bancshares, Inc. (the "Company") and Stallings Lipford, Katie S.
Winchester, Ralph E. Henson, H. Hughes Clardy and Jeffrey Agee. The
Agreements provide for terms of employment and compensation and
benefits in the event of termination by "action of the Company" or
"change in control". A "change in control", as defined in the
Agreement, is deemed to occur if any person, firm or corporation
shall obtain "control" of the Company through the acquisition,
directly or indirectly, by any person or group of persons of shares
in the Bank or Bancshares, which, when added to any other shares, the
<PAGE>9
beneficial ownership of which is held by such acquirer(s), shall result
in ownership by any person(s) of ten percent (10%) of such stock or which
would require prior notification under any federal or state banking law or
regulation; or the occurrence of any merger, consolidation or reorganization
of the Bank to which the Bank or Bancshares is not a surviving entity, or
the sale of all or substantially all of the assets of the Bank or
Bancshares.
In the event of the officer's termination caused by "action of
the Company" not for cause of a "change in control" or in the event
the officer's termination is caused by a "change in control", the
officer shall be entitled to receive severance pay within 30 days
following the date of termination, an amount equal to two times the
compensation paid in the preceding calendar year, or scheduled to be
paid to the Executive during the year of the notice of termination,
whichever is greater, plus an additional amount sufficient to pay
United States income tax on the lump sum amount so paid. Executive
officers terminated for failure to satisfactorily perform his/her
regular duties will receive no severance pay.
Executive Management Life Insurance Plans
Executive Management Life Insurance Plans were provided for in
Executive Employment Agreements adopted by the Company in April,
1993. A Collateral Assignment Split Dollar Life Insurance Plan was
provided for the President and three other Executive Officers of the
Company in which the Company agreed to pay life insurance premiums
not to exceed $12,500.00 per year. The Company's obligation to pay
this premium shall cease upon termination of the Executive's
employment. The Executive agreed to repay the Company the full
amount of premiums paid by the Company when employment is terminated.
Repayment of premiums under any circumstances cannot exceed the cash
value of the policy. Premiums paid annually for Collateral
Assignment Split Dollar Life Insurance for Executive Officers totaled
$12,500.00 for the President and range between $5,000.00 and
$10,000.00 for other Executive Officers.
The Company has provided and paid premium payments on a whole
life insurance policy on the life of the Chief Executive Officer
since December, 1984. As an additional employee benefit, the Company
has agreed to continue to pay premiums not to exceed $10,000.00 per
year on the existing life insurance policy in the amount of
$250,000.00. Ownership of the whole life policy including current
cash value was transferred from the Company to the Chief Executive
Officer upon execution of the Employment Agreement.
<PAGE>10
TOTAL SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph reflects First Citizens Bancshare's cumulative
return (including dividends) as compared to the S & P 500 and the
Nasdaq Banking Stocks over a 5-year period starting with
December 31, 1989.
1989 1990 1991 1992 1993 1994
S & P 500 100 127.49 166.17 178.81 196.75 193.72
FIRST CITIZENS BANCSHARES 100 99.60 117.22 130.11 159.09 201.38
NASDAQ BANKING STOCKS 100 65.19 89.65 136.27 176.29 178.23
<PAGE>11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain of the officers, directors, and principal shareholders of
the Holding Company (and their associates) have deposit accounts and
other transactions with First Citizens National Bank, including loans in
the ordinary course of business. An Associate includes a corporation or
other entity of which an officer or director of the Company is an
officer, partner, or 10% shareholder; any Trust or Estate of which he is
a Trustee, Executor or significant beneficiary; or any relative or
spouse or spouse's relative who lives in his home.
Banking transactions in the ordinary course of business with
directors, officers, principal stockholders, and their associates are on
the same terms, including interest rates and collateral on loans, as
those prevailing at the same time for comparable transactions with
others. Loans to directors, officers and principal shareholders, and
their associates, are made on the same terms and conditions afforded
other borrowers with similar credit standing who are not associated with
the Bank. These loans generally do not represent unfavorable features or
more than a normal risk of collectability. The largest aggregate amount
of debt outstanding both direct and indirect, during the twelve month
period ending December 31, 1994 was $2,881,278 as of September 30, 1994.
The amount outstanding as of December 31, 1994 was $2,535,507 at an
average interest rate of 8.87%. The debt was incurred over a period of
time and served to finance business ventures and purchase Real Estate.
As of December 31, 1993, $2,796,469 was loaned at an average interest
rate of 9.34%. Changes in holdings of securities by insiders were
reported to the Securities and Exchange Commission on a timely basis in
1994. Changes in beneficial ownership of securities must be filed with
the SEC on or before the 10th day after the end of the month in which
any change occurred.
On December 31, 1994, the Holding Company, through its only
subsidiary, First Citizens National Bank, had an aggregate net loan
total of $169,495,708.00. Loans to Executive Officers and Directors of
the Holding Company comprised 1.70% of this total. No Director or
Officer of First Citizens National Bank or First Citizens Bancshares,
Inc. is directly indebted to the Holding Company.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The firm of Carmichael, Enoch & Associates served First Citizens
National Bank and First Citizens Bancshares, Inc. as principal auditor
since 1981 and 1986 respectively. In November, 1994, the name of the
accounting firm changed to Carmichael and Associates as a result of one
partner's (Enoch) decision to form a separate firm. The change has had
no affect to either Bancshares or First Citizens since Mr. Carmichael,
principal partner in charge of Bank Audits will remain as principal
owner of the firm and will continue to serve as principal auditor for
Bancshares, and First Citizens. The Board is proposing that this firm
serve as auditor for the current year. Carmichael and Associates have
no direct financial interest or material indirect financial interest in
the company. Audit services provided by the auditors for the year
ending December 31, 1994, consisted of (but were not limited to)
examination of the financial statements of both the Bank and the Holding
Company and reporting of such statements. A representative of
Carmichael and Associates will be in attendance at the Annual
Shareholders Meeting to answer questions and offer comments regarding
their audit.
PROPOSALS BY SECURITY HOLDERS
Shareholder proposals intended to be presented in the Proxy
materials to be mailed in 1996 other than nominees to be proposed for
election to the Board of Directors must be submitted by certified or
registered mail to Judy Long, Secretary First Citizens Bancshares, Inc.,
P.O. Box 370, Dyersburg, TN 38025-0370, no later than December 1, 1995.
Nominees to be proposed for election to the Board of Directors of the
Corporation, other than nominations made by the existing Board of
Directors, must be delivered in writing to the Secretary of the
Corporation and received no later than ninety (90) days prior to the
month and day that the proxy materials regarding the last election of
Directors to the Board of the Corporation were mailed to Shareholders.
<PAGE>12
OTHER BUSINESS
The Board of Directors knows of no other business other than that
set forth herein to be transacted at the meeting; but, if other matters
requiring a vote of shareholders arise, the persons designated as
proxies will vote their judgment on such matters. If a shareholder
specifies a different choice on the Proxy, his/her shares of Common
Stock will be voted in accordance with the specifications so made.
A copy of the Company's Annual Report to Shareholders for the year
ended December 31, 1994, accompanies this report. A copy of the 10-K
report to the Securities and Exchange Commission for the year ended
December 31, 1994 will be furnished any shareholder requesting such a
copy free of cost. Requests should be in writing to Judy Long,
Secretary, First Citizens Bancshares, Inc., P.O. Box 370, Dyersburg, TN
38025-0370.
BY ORDER OF THE BOARD OF DIRECTORS
Judy Long
Secretary
Dyersburg, TN
March 6, 1995
<PAGE>13
FIRST CITIZENS BANCSHARES, INC.
First Citizens Place
Dyersburg, Tennessee 38025-0370
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a shareholder of First Citizens Bancshares, Inc.,
hereby appoints P. H. White, Jr., and John E. Heckethorn, and each of
them severally, proxies of the undersigned, with full power of
substitution, to vote the shares of Capital Stock of First Citizens
Bancshares, Inc. standing in the name of the undersigned on February 28,
1995, at the Annual Meeting of Shareholders to be held in the Annex of
First Citizens National Bank, on Wednesday, April 19, 1995, at 10:00
A.M., and at all adjournments thereof:
(1) Election of Directors
For all nominees listed below Withhold Authority to
vote for all nominees
listed below
INSTRUCTIONS: YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE LISTED
BELOW BY LINING THROUGH OR STRIKING OUT SUCH
INDIVIDUAL'S NAME
NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 1998
William C. Cloar, James Daniel Carpenter, Richard W. Donner,
John E. Heckethorn, Stallings Lipford, H.P. Tigrett, Jr.
(2) Approval of Carmichael and Associates as auditor for the
year ending December 31, 1995.
FOR AGAINST ABSTAIN
(3) To transact other business as may properly come before the
meeting or any adjournments thereof
FOR AGAINST ABSTAIN
This proxy confers authority to vote "For" the propositions listed
unless "Against" or "Abstain" is indicated. If no direction is given,
this proxy will be voted for the election of all nominees named and for
approval of Carmichael and Associates as auditors for the current year.
Please sign exactly as name appears below.
When shares are held by joint tenants both should sign. When signing as
attorney, executor, administrator, trustee, or guardian, please sign
full title. If more than one trustee, all should sign.
Dated March 18, 1995
Signature
Signature if jointly held
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE
<PAGE>14
SIGNATURES
I certify that the statements made in this statement are true,
complete, and correct to the best of my knowledge and belief.
First Citizens Bancshares, Inc.
(Registrant)
Date: March 6, 1995 /s/Stallings Lipford
Stallings Lipford, Chairman & CEO
