As filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 33-20587
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRST CITIZENS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 6022 62-11803060
(State or other jurisdiction of(Primary Standard Industrial(I.R.S. Employer
incorporation or organization)Classification Code Number)Identification No.)
P.O. Box 370
Court Street, Dyersburg, Tennessee 38024
(Address of principal executive office)
Judy Long
P.O. Box 370
Dyersburg, Tennessee 38025-0370
(901) 285-4410
(Name and address of agent for service)<PAGE>
Copies to:
Linda M. Crouch, Esq.
Baker, Donelson, Bearman & Caldwell
165 Madison Avenue, 20th Floor
Memphis, Tennessee 38103
Telephone (901) 577-2262<PAGE>
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. [X ]
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ].
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities Being Offering Price Aggregate Registration
Being Registered Registered Per Share(1) Offering Price (1) Fee(2)
Common Stock, 200,000 $70.00 $14,000,000 $3,465
$1.00 par value Shares
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457 based upon the last known sales price of the
Shares.
(2) Fee covers the additional 150,000 Shares registered hereunder.
<PAGE>
FIRST CITIZENS BANCSHARES, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
100,000 shares of Common Stock
$1.00 par value per share
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, from time to time as announced, 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. 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. From time to
time as announced, shares may also be purchased with optional cash payments
made to the Plan. 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 Administrator 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.
Additional information about the Plan is provided in question and answer
form in this Prospectus. Should additional questions arise, please contact us.
Sincerely,
Katie Winchester
President and Chief Executive Officer
This Prospectus relates to 200,000 shares of Common Stock, $1.00 par value
per share, 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 JULY 31, 1997<PAGE>
AVAILABLE INFORMATION
First Citizens Bancshares, Inc. (the "Company") has its principal offices
at Court and Mill Streets, Dyersburg, Tennessee 38025-0370 and its telephone
number is (901) 285-4410.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act
of 1933, as amended (the "1933 Act") covering the securities described herein.
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 office of the Commission, 450 Fifth street, NW Washington,
D.C. 20549, and copies of all or any part of it may be obtained form the
Commission upon payment of the prescribed fees.
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 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 Seven World Trade Center, New York, New York 10048, and at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
6060661-2511. Copies of such material may also be obtained from the Public
Reference Section of the Commission, Washington, DC 20549, at prescribed
rates. Such material is also accessible electronically be means of the
Commission's home page on the Internet at http://www.sec.gov.
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, 1996;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
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 termination 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>
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. Shareholders who
currently participate in the Plan will continue to be enrolled and
need do nothing.
This Dividend Reinvestment and Stock Purchase Plan was adopted by the
Company in 1988. 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 No. 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 No. 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.
ADVANTAGE
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 AUTHORIZATION 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 Plan Administrator, First
Citizens National Bank, P. O. Box 370, Dyersburg, Tennessee 38025-0370.
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 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 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 participant'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 respect to only a portion of the shares
registered in the participant'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 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 Nos. 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 Stock 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 No.
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 calculating the average price paid per share in all
current market trades known to the Company during the 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 shares of Common
Stock 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 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 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 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 participant's
account under the Plan will be issued without charge upon each
participant's written request. (See No. 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 participant's name.
Certificates representing fractional interest will not be issued under any
circumstances.
17. When will participants 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 and from time
to time as such payments are permitted by the Company. The Company will
utilize any optional cash payment received from a participant 5 days
before a Purchase 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 5 days before the next Purchase Date,
the cash payment will be invested at the next succeeding Purchase Date.
When permitted by the Company, optional cash payments may be made by
delivering them to First Citizens National Bank, Court and Mill Streets,
P. O. Box 370, Dyersburg, Tennessee 38025-0370. Participants should
include their Plan account number on the check or money order and any
correspondence regarding the Plan.
Optional cash payments may be made during times permitted by the Company.
During such periods as announced by the Company, participants are urged to
send such payments in order that they will be received at least 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 5 days before it is invested.
18. What are the limitations on optional cash payment amounts? During periods
when optional cash payments are permitted, such 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
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 15 days
before the Dividend Record Date. Any notice of withdrawal received less
than 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.
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: Plan Administrator
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 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 No. 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.
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 participant 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?
Under the federal income tax law, a participant in the Plan who acquires
shares purchased directly from the Company with reinvested dividends
will be treated as receiving, on each Dividend Payment Date, a dividend in
an amount equal to the fair market value of the additional shares acquired
on that date. A participant in the Plan who acquires shares purchased in
the open market with reinvested dividends will be treated as receiving a
cash distribution equal to the sum of the purchase price and the pro
rata brokerage fees paid by the Company in connection with the purchase
of the shares.
A participants' tax basis in the shares purchased directly from the Company
with reinvested dividends will be the fair market value of the shares on
the dividend payment date on which the shares were acquired. A
participant's tax basis in shares purchased in the open market with
reinvested dividends will be equal to the purchase price of the shares.
The tax basis of shares purchased in the open market with optional cash
payments will be the purchase price of the shares plus the amount of the
pro rata brokerage fees paid by the Company in connection with the purchase
of such shares.
A participant's holding period for the shares acquired pursuant to the Plan
will begin on the day after the Investment Date.
Dividends which a participant receives under the Plan will be eligible for
the dividends received deduction generally available to corporations to
the same extent as cash dividends paid directly to the participant.
In the case of any shareholder as to whom federal income tax withholding on
dividends is required, and in the case of a foreign shareholders who
taxable income under the Plan is subject to federal income tax withholding,
the Company will reinvest dividends net of the required amount of tax
withheld.
Participants should consult their own tax advisors as to the tax
consequences of account transactions. Certain tax information will be
provided to participants by the Plan Administrator. (See No. 19 above).
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: Plan Administrator. 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 in good 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 incompetency, 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.
30. May the Plan be changed or discontinued? While the Company currently
expects to continue a Dividend Reinvestment 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. The Company will also
notify participants at such time as the Company determines to permit
optional cash payments.
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 $1.00 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, 1996, 1995 and 1994 and for each of the years in the three year
period ended December 31, 1996, included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, incorporated herein by
reference, have been incorporated herein in reliance upon the reports of
Carmichael, Dunn, Creswell and Sparks, CPA, independent certified public
accountants, incorporated by reference herein and upon the authority of that
firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for
the Company by Baker, Donelson, Bearman & Caldwell, a professional corporation,
Memphis, Tennessee.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Tennessee Business Corporation Act (the "Act") provides financial
protection by the Company 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 Company. 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 Company are also covered by an insurance
policy in the amount of $2,500,000.
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 Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
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.
<PAGE>
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>
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
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>
No person has been authorized to give any information or
to make any representations, other than those contained
in this Prospectus, in connection with the offering made
by this Prospectus, and if given or made, such
information or representations must not be relied upon.
This Prospectus does not constitute an offering of any
securities other than those to which it relates, or an
offering of those to which it relates to any person in any
jurisdiction in which such offering may not lawfully be
made. 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 First Citizens Bancshares, Inc. since the date
hereof.
Available Information. . . . . . . . . . . . . . . . . . . . . .
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend Reinvestment and Stock Purchase
Plan Description. . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .
Description of the Common Stock. . . . . . . . . . . . . . . . .
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . .
Indemnification of Officers and Directors. . . . . . . . . . . .
Authorization Form . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
FIRST CITIZENS BANCSHARES, INC.
Dividend Reinvestment
and Stock Purchase Plan
Common Stock
(Par Value $1.00 Per Share)
PROSPECTUS
July 31, 1997
<PAGE>
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 $ 3,465.00
*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 $16,265.00
*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.
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
24(a) Consent of accountant
24(b) Consent of counsel (included in Exhibit 5)
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 (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 reference 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 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>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused the Post-Effective
Amendment no. 4 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dyersburg, State of
Tennessee, on July 31, 1997.
FIRST CITIZENS BANCSHARES, INC.
By: /s/ Katie S. Winchester
Katie S. Winchester
President, Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 4 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
Katie S. Winchester President, CEO July 31, 1997
/s/ Katie S. Winchester and Director
Stallings Lipford Chairman of the Board July 31, 1997
/s/ Stallings Lipford and Director
*
Eddie Eugene Anderson Director July 31, 1997
/s/ Eddie Eugene Anderson
*
J. Walter Bradshaw Director July 31, 1997
/s/ J. Walter Bradshaw
*
James Daniel Carpenter Director July 31, 1997
/s/ James Daniel Carpenter
*
William C. Cloar Director July 31, 1997
/s/ William C. Cloar
*
Richard W. Donner Director July 31, 1997
/s/ Richard W. Donner
Larry W. Gibson Director July 31, 1997
*
John E. Heckethorn Director July 31, 1997
/s/ John E. Heckethorn
Barry T. Ladd Director July 31, 1997
*
E. H. Lannom, Jr. Director July 31, 1997
/s/ E. H. Lannom
*
Milton E. Magee Director July 31, 1997
/s/ Milton E. Magee
*
Mary Frances McCauley Director July 31, 1997
/s/ Mary Frances McCauley
*
L. D. Pennington Director July 31, 1997
/s/ L. D. Pennington
*
G. W. Smitheal, III Director July 31, 1997
/s/ G. W. Smitheal, III
*
P. H. White, Jr. Director July 31, 1997
/s/ P. H. White, Jr.
*
Dwight Steven Williams Director July 31, 1997
/s/ Dwight Steven Williams
*
Billy S. Yates Director July 31, 1997
/s/ Billy S. Yates
By: Katie Winchester
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit
5 Opinion re: legality
24(a) Consent of accountant
24(b) Consent of counsel (included in Exhibit 5)
<PAGE>
EXHIBIT 5
<PAGE>
Baker, Donelson, Bearman & Caldwell
2000 First Tennessee Building
165 Madison Avenue
Memphis, Tennessee 38103
(901) 526-2000
Linda M. Crouch
Direct Dial: (901) 577-2262
July 7, 1997
Board of Directors
First Citizens Banchsares, Inc.
Court and Mill Streets
Dyersburg, Tennessee 38025
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to First Citizens Bancshares, Inc., a Tennessee
corporation (the "Company") in connection with the registration of 200,000
shares of the common stock, $1.00 par value per share (the "Common Stock"),
of the Company. The Common Stock is to be issued pursuant to Dividend
Reinvestment and Stock Purchase Plan of the Company (the "Plan"). The
Company has filed a Post-Effective Amendment No. 4 to the Registration Statement
on Form S-3 pursuant to the Securities Act of 1933, as amended (the
"Registration Statement").
We have acted as counsel for the Company in connection with the proposed
transaction and have assisted with the preparation of the Registration
Statement and various corporate documents related thereto. We have examined
and relied upon the following documents and instruments for the purpose of
giving this opinion, which, to our knowledge and in our judgment,
are all of the documents and instruments that are necessary for us to examine
for such purpose:
1. Post-Effective Amendment No. 4 to the Registration Statement and
all exhibits thereto;
2. A copy of the Charter of the Company certified by the Tennessee
Secretary of State;
3. A copy of the bylaws of the Company; and
4. The resolutions of the Board of Directors of the Company related to
the Plan and the issuance of the stock.
In giving our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted to us as an original, the
conformity to the authentic original of any document or instrument submitted
to us as a certified, conformed or photostatic copy and the genuineness of all
signatures on such originals or copies.
Based upon the foregoing and having regard for such legal considerations
as we deem relevant, we are of the opinion that the Common Stock, when issued in
accordance with the Registration Statement, will be validly issued, fully paid
and nonassessable.
Our opinion is subject to the following qualifications and limitations:
i. The opinions expressed herein are subject to the effect of applicable
bankruptcy, insolvency, reorganization or similar laws affecting the
enforcement of creditors' rights and equitable principles limiting the
availability of equitable remedies on the enforceability of contracts,
agreements and instruments.
ii. Members of our firm are qualified to practice law in the State of
Tennessee and nothing contained herein shall be deemed to be an
opinion as to any law, rule or regulation other than the law of the
State of Tennessee and the federal law of the United States.
iii. The opinions set forth herein are expressed as of the date hereof and,
except during the time prior to the effectiveness of the Registration
Statement filed with the Securities and Exchange Commission, we
disclaim any undertaking to advise you of any changes which may
subsequently be brought to our attention in the facts and the law upon
which such opinions are based.
This opinion is furnished by us solely for your benefit and for the benefit
of those shareholders who purchase shares of Common Stock pursuant to the Plan
and is intended to be used as an exhibit to the Registration Statement filed
with the Securities and Exchange Commission. Except for such use, neither
this opinion nor copies hereof may be relied upon by, delivered to, or quoted in
whole or in part by any person without our prior written consent.
We consent to the reference of our firm name under the caption LEGAL
MATTERS in the Prospectus and to the use of our opinion as an exhibit to the
Registration Statement. In giving these consents, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
BAKER, DONELSON, BEARMAN & CALDWELL
By: Linda M. Crouch
<PAGE>
EXHIBIT 24(A)
ACCOUNTANTS' CONSENT
We consent to the use in the Post-effective Amendment No. 4 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 22,
1997, accompanying the financial statements and schedules of First Citizens
Bancshares, Inc. incorporated by reference 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, Dunn, Creswell and Sparks, CPA
July 31, 1997
