<PAGE>1
FIRST CITIZENS BANCSHARES, INC.
First Citizens Place
Dyersburg, Tennessee 38024
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, APRIL 19, 2000
TO: Shareholders of First Citizens Bancshares, Inc.
Dyersburg, Tennessee 38024
Notice is hereby given that the Annual Meeting of Shareholders of First
Citizens Bancshares, Inc. will be held in the Lipford Room of First Citizens
National Bank, Dyersburg, Tennessee, Wednesday, April 19, 2000 at 10:00 A.M. to
consider and act upon the following proposals:
1. To elect nine directors for a term of three years expiring in 2003.
2. Approval of Carmichael, Dunn, Creswell, and Sparks, CPAs as general
auditors for the year ending December 31, 2000.
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 February 29, 2000 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 17th day of March, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
Stallings Lipford
Chairman
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FIRST CITIZENS BANCSHARES, INC.
FIRST CITIZENS PLACE
DYERSBURG, TENNESSEE 38024
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 19, 2000
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,
2000, 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 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 reasonable expenses. It is anticipated that this Proxy Statement
and accompanying Proxy will be mailed to shareholders on or about March 17,
2000.
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 INSTRUCTIONS ARE 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, DUNN, CRESWELL & SPARKS CPAS TO SERVE AS THE
COMPANY'S AUDITORS FOR THE YEAR ENDING 12/31/00. 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.
VOTING SECURITIES
At the close of business December 31, 1999, there were 3,705,165 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 29, 2000. 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 shareholder 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 at 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, 1999:
Name of Beneficial Ownership Percent
Title of Class Beneficial Owners Direct Indirect of Class
Common Capital Directors, Nominees 423,147 255,718 18.32%
Stock & Executive Officers
(27)
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 First Citizens Nat'l 715,535 19.31%
Stock Bank Employee Stock
Ownership Plan
& Trust
ELECTION OF DIRECTORS
The present Board of Directors consists of 25 members with one-third of
the terms expiring in 2001, another one-third in 2002 and the remaining
one-third in 2003. 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, 1999. This information is also provided for
continuing Directors whose terms expire in 2001 and 2002.
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Name and Principal Occupation Director Common Stock Percent of
for Past Five Years Age Since Beneficially Owned Class
INCUMBENTS AND NOMINEES WHOSE TERMS WILL EXPIRE IN 2003
EDDIE EUGENE ANDERSON 52 1984 33,983 *
Partner, Anderson Farms II.
Previously, Anderson Farms
until January 1, 1997.
JON MICHAEL DICKERSON 52 1999 75,076 2.03%
First Citizens National Bank Community Bank President - Obion County as of June
1999. President, CEO and Chairman of the Board of First Volunteer Bank, a
subsidiary of First Citizens Bancshares, Inc. Mr. Dickerson served as President,
CEO, and Chairman of the Board of First Volunteer Bank and First Volunteer
Corporation from 1987 to January 1, 1999.
BARRY T. LADD 59 1996 21,746 *
Executive Vice President and
Chief Administrative Officer
of First Citizens Bancshares,
Inc. and First Citizens National
Bank. Until February 1996
served the Bank as Senior Vice
President and Senior Lending
Officer.
JOHN M. LANNOM 46 1999 15,110 *
Attorney at Law
Private Legal Practice
MILTON E. MAGEE 63 1969 132,340 3.57%
Partner, Chic Farm Co., general
farming. Partner Magee and Taylor,
FLP, general farming since 1997.
MARY F. MCCAULEY 69 1991 2,215 *
Professor Emeritus, Dyersburg
State Community College.
G.W. SMITHEAL, III 44 1993 3,768 *
Partner, Smitheal Farm &
Biesel and Smitheal Cattle
Company.
WILLIAM F. SWEAT 49 2000 1,049 *
First Citizens National Bank
Community Bank President -
Lauderdale County since
1999. Previous to 1999 served
as Vice President and Branch
Manager Appointed to
the Board January 19, 2000.
P.H. WHITE, JR. 68 1978 11,743 *
Owner, P.H. White Farms,
manufacturer & distributor
of livestock insecticide
applicators.
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INCUMBENTS AND NOMINEES WHOSE TERMS WILL EXPIRE IN 2002
J. WALTER BRADSHAW 38 1993 29,040 *
Vice President & Director,
Bradshaw & Co. Insurors,
an independent insurance agency.
LARRY W. GIBSON 53 1995 6,358 *
President, Roberts-Gibson, Inc.,
gasoline jobber company.
L.D. PENNINGTON 71 1989 13,496 *
Chairman Emeritus of Board,
Centex Forcum-Lannom Inc., a
company of contractors,
engineers and developers.
ALLEN G. SEARCY 58 1999 22,967 *
President of Allen Searcy
Builder-Contractor, a building
contractor for commercial and
residential properties. Mr.
Searcy is also a partner in
Allen's Building Materials
Company in Union City, TN and
owner of commercial real estate
and rental properties.
DAVID R. TAYLOR 54 1997 1,516 *
President & CEO of Centex Forcum
Lannom, Inc., a company of
contractors, engineers, and
developers.
DWIGHT STEVEN WILLIAMS 44 1991 3,261 *
Business Manager, Johnson
Funeral Home.
KATIE S. WINCHESTER 59 1990 30,147 *
February 1996 appointed
CEO & President of First
Citizens National Bank.
April 1996 appointed CEO
and President of First
Citizens Bancshares, Inc.
April 1992 to February 1996
served as President & Chief
Administrative Officer.
BILLY S. YATES 74 1973 17,687 *
President, General Appliance
and Furniture Company, retail
furniture & appliance
outlet.
INCUMBENTS AND NOMINEES WHOSE TERMS WILL EXPIRE IN 2001
WILLIAM C. CLOAR 63 1991 16,326 *
Retired 1998 from Dyersburg
Fabrics, Inc., a textile
manufacturing plant. Mr. Cloar
served the company from 1997 to
his retirement as Senior Vice
President of Community
Relations. Previous to 1997
he served as Vice President of
Training and Employee
Development.
<PAGE>6
JAMES DANIEL CARPENTER 50 1993 2,837 *
Partner, Flatt Heating &
Air Conditioning.
RICHARD W. DONNER 49 1985 3,044 *
Vice President of Sales,
Dyersburg Fabrics, Inc., a
textile manufacturing plant.
BENTLEY F. EDWARDS 42 1997 541 *
Executive Vice President of
Burks Enterprise L.P., a
distributor of Dr. Pepper-Pepsi
Cola products. Chief Operating
Officer of Burks Beverage, L.P.
JULIUS M. FALKOFF 70 1999 22,256 *
Owner and Managing Partner in
Reelfoot Warehousing (a rental
warehouse), Union City, TN. Mr.
Falkoff is also a owner in The
Money Place, LLC, a check
cashing, money gram and long
distance service provider.
RALPH E. HENSON 58 1997 54,592 1.47%
Vice President of First Citizens
Bancshares, Inc.; Executive Vice
President and Loan Administrator
of First Citizens National Bank.
STALLINGS LIPFORD 69 1960 74,966 2.02%
Chairman of the Board of
First Citizens Bancshares, Inc.
and First Citizens National Bank.
Served both the Company and the
Bank as Chairman & CEO until 1996.
LARRY S. WHITE 51 1997 55,546 1.50%
President of White & Associates
Insurance Agency, Inc., a general
insurance agency offering all
lines of insurance.
*less than one percent
DESCRIPTION OF THE BOARD AND ITS COMMITTEES
Each Director of First Citizens Bancshares, Inc. also serves as Director of
First Citizens National Bank. The Board of Bancshares met six times during 1999
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, Executive
Officers, or Executive 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.
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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. The Executive Committee
also serves as the Investment Committee. The committee meets at such times as
meetings are called and is comprised of Barry Ladd, Stallings Lipford
(Chairman), Milton E. Magee, L. D. Pennington, P. H. White, Jr., Katie
Winchester, and Billy S. Yates. Thirty-seven meetings were held in 1999.
The Investment Committee consists of seven members appointed by the Board,
and is chaired by the Bank's Investment Officer. It is the responsibility of
this committee to set and monitor investment activity guidelines. Four meetings
were held during 1999.
The Compensation Committee is composed of four directors who are not
officers of the Bank or any of its subsidiaries. The committee makes
recommendations to the Board of Directors as to the amount and form of officer
compensation. The compensation programs of the Bank are designed to align
compensation with business objectives and performance, and to enable the Bank to
attract, retain and reward executives who contribute to the long term success of
First Citizens Bancshares, Inc. and its subsidiaries. Therefore, the Bank
provides an executive compensation program which includes base pay, annual cash
bonuses and retirement benefits through annual contributions to an Employee
Stock Ownership Plan. In addition, all Executive Officers are provided with
permanent life insurance. Base salaries are determined annually based on
individual performance and pay levels of similar positions at peer financial
institutions. The committee annually evaluates experience, individual
performance and Corporate performance when setting base pay. Base salaries for
new executive officers are initially determined by evaluating responsibilities
of the position and the experience of the individual, and by reference to the
competitive marketplace for experienced executive talent in the financial
services industry. The Compensation Committee is made up of the following
Directors: Milton E. Magee (Chairman), L. D. Pennington, P. H. White, Jr., and
Billy S. Yates. The committee met twice in 1999.
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 results of any audit upon completion. Based on results of
these audits, this committee determines the adequacy of existing internal
controls and reports findings to the full Board. The Audit Committee is
comprised of J. Walter Bradshaw (Chairman), Larry Gibson and Larry White.
Four meetings were held during 1999.
<PAGE>8
The Trust Committee is composed of three 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 bank; and to invest,
retain, or dispose of funds that are in the possession of the Trust Department.
Directors serving on this committee are Jon M. Dickerson, Barry T. Ladd, and
David Taylor, Trust Officers serving on this committee are Hughes Clardy,
Chairman and Sue Carolyn Akins. Twelve meetings were held during the year just
ended.
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 four directors, Ralph Henson (Chairman), Mary F. McCauley,
Julius Falkoff, Katie Winchester, and a cross section of managers from various
departments within the bank. Three meetings were held throughout 1999.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director Fees are established by the Board on an annual basis. Fees for 1999
were set at $500.00 per meeting for each Director and advanced on a per meeting
attended basis. In 1999 an annual retainer fee of $3,000.00 per director was
paid for services on the Board of the Corporation. Additional amounts are paid
for service on various committees as follows (annually): Executive/ Investment
Committee $10,000.00, 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 $100,000.00. As the Holding Company pays no salaries, this information
relates to all compensation paid by First Citizens National Bank. The following
tabulation is for the period ending December 31, 1999.
<PAGE>9
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (I)
Other Re- All
Name Annual stricted Securities Other
and Compen- Stock Underlying LTIP Compen-
Principal sation Award(s) Options/ Payouts sation
Position Year Salary($) Bonus($) ($) ($) SARs (#) ($) ($)
Stallings 1999 111,528 38,149 15,173 -0- -0- -0- 1,855
Lipford(1) (2) (3) (4)
Chairman 1998 161,528 55,475 16,000 -0- -0- -0- 1,678
of Board of (2) (3) (4)
Directors 1997 161,168 55,475 16,000 -0- -0- -0- 10,639
of (2) (3) (4)
Katie 1999 188,602 64,500 16,000 -0- -0- -0- 1,690
Winchester(1) (2) (3) (4)
CEO & 1998 172,783 58,975 16,000 -0- -0- -0- 1,487
President (2) (3) (4)
1997 147,298 50,225 16,000 -0- -0- -0- 1,487
(2) (3) (4)
Ralph 1999 118,995 41,223 16,000 -0- -0- -0- 1,233
Henson (2) (3) (4)
Executive 1998 108,573 46,668 15,644 -0- -0- -0- 1,187
Vice (3) (4)
President 1997 97,928 42,841 13,487 -0- -0- -0- 1,023
& Loan (3) (4)
Administ.
Barry T. 1999 121,807 42,450 16,000 -0- -0- -0- 1,452
Ladd (2) (3) (4)
Executive 1998 111,421 37,975 15,084 -0- -0- -0- 1,346
Vice (2) (3) (4)
President, 1997 101,186 34,475 13,967 -0- -0- -0- 1,125
& CAO (2) (3) (4)
Jeff Agee 1999 74,695 26,065 10,102 -0- -0- -0- 270
Executive (2) (3) (4)
Vice 1998 66,810 23,165 9,024 -0- -0- -0- 268
President (2) (3) (4)
& CFO 1997 60,408 20,540 8,121 -0- -0- -0- 263
Judy Long 1999 74,508 26,050 10,084 -0- -0- -0- 281
Executive (2) (3) (4)
President 1998 66,623 23,100 9,002 -0- -0- -0- 293
& COO and (2) (3) (4)
Board 1997 58,978 20,475 8,079 -0- -0- -0- 159
Secretary (2) (3) (4)
<PAGE>10
(1) Katie Winchester was named CEO & President of First Citizens
Bancshares Inc. on April 16, 1996. The position of CEO was
previously held by Chairman Lipford.
(2) Salaries reported includes Director Fees up to $9,000.00 paid to each
Executive for service on the Board of Directors.
(3) Contributions made by the Bank to Employee Stock Ownership Plan.
(4) Economic Benefit of Life Insurance Policy.
COMPENSATION PLANS
Incentive Compensation Plan
Executive Officers are eligible for annual cash bonuses. The senior
management incentive plan provides bonus compensation based on corporate,
business unit and individual performance. The level of incentive compensation
for Executive Officers is based on Return on Assets with a minimum qualifying
ROA of 1% and 10% of bonus based on meeting referral goals set for 1999.
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 twenty-five Directors, four are Executive Officers of the Bank
Holding Company and 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, 1999 totaled $63,173. 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 both. 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 within the
plan. The revised Plan provides annual diversification elections to qualified
participants for six consecutive plan years, beginning in the plan year
following the year in which the qualified participant reaches age 55. For the
first five years after having met the age eligibility requirements, each
qualified participant is permitted to diversify up to 25% of his or her eligible
shares. In the participant's sixth and final election year, the amount subject
to diversification increases to 50%.
<PAGE>11
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, 1999 were
approximately $673,031.22.
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, Barry T. Ladd, Ralph E.
Henson, Jeffrey Agee, and Judy Long. 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 beneficial ownership of which is held by such
acquire(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 Employment Agreement in effect for Chairman Lipford also provides
for terms and conditions for part-time employment. During the term of
employment, Chairman Lipford shall serve as Chairman of the Company or in such
other position with responsibilities and authority as may from time to time be
assigned to him by the Board of Directors of the Company. During 1999 Chairman
Lipford devoted approximately 1,300 hours to the business affairs of the
Company. Beginning January 1, 2000, unless the Term of Employment has not been
extended, he will devote only such time to the affairs of the Company as shall
be appropriate in light of the circumstances then existing. In addition,
Chairman Lipford shall serve on the Board of Directors of the Company during the
Term of Employment for so long as he is elected to such Board by the
Shareholders of the Company.
<PAGE>12
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
four other Executive Officers of the Company in which the Company agreed to pay
individual 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 & CEO, and Executive
Vice President & CAO, and range between $5,000.00 and $10,000.00 for other
Executive Officers.
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 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, 1999 was $8,626,698. The amount outstanding at year end 1999 was
$8,626,698 at an average rate of 8.76 percent. The debt was incurred over a
period of time and served to finance business ventures and purchase real estate.
As of December 31, 1998, $8,233,550 was loaned at an average interest rate of
7.57 percent. On December 31, 1999, the Holding Company, through its only
subsidiary, First Citizens National Bank had an aggregate net loan total of
$325,377,000. Loans to Executive Officers and Directors of the Holding Company
comprised 2.65% of this total. No Director or Officer of First Citizens National
Bank or First Citizens Bancshares, Inc. is directly indebted to the Holding
Company. Changes in holdings of securities by insiders were reported to the
Securities and Exchange Commission on a timely basis. 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.
<PAGE>13
TOTAL SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph reflects First Citizens Bancshares' cumulative return
(including dividends) as compared to the S & P 500 and the Nasdaq Banking Stocks
over a 5-year period.
<PAGE>14
RELATIONSHIP WITH INDEPENDENT AUDITORS
The firm of Carmichael, Dunn, Creswell and Sparks, CPAs served First
Citizens National Bank and First Citizens Bancshares, Inc. as auditors for the
year ending December 31, 1999. The Board is proposing that this firm serve as
auditors for the current year (2000). They 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, 1999 consisted of (but not limited
to) examination of the financial statements of both the Bank and Holding Company
and reporting on such statements. A representative of Carmichael, Dunn, Creswell
and Sparks, CPAs 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 2001 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, 2000. 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.
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
judgement 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, 1999, accompanies this report. A copy of the 10-K report to the
Securities and Exchange Commission for the year ended December 31, 1999 will be
furnished any shareholder requesting such copy at no 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 17, 2000
<PAGE>15
FIRST CITIZENS BANCSHARES, INC.
First Citizens Place
Dyersburg, Tennessee 38024
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 William C. Cloar, 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 29, 2000, at the Annual Meeting of
Shareholders to be held in the Lipford Room of First Citizens National Bank, on
Wednesday, April 19, 2000, 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
INCUMBENTS AND NOMINEES FOR ELECTION WHOSE TERMS WILL EXPIRE IN 2003
Eddie Anderson, Jon Michael Dickerson, Barry T. Ladd, John M. Lannom,
Milton E. Magee, Mary F. McCauley, G. W. Smitheal, III, William F.
Sweat, P. H. White, Jr.
(2) Approval of Carmichael, Dunn, Creswell and Sparks, CPAs as
auditor for the year ending December 31, 2000
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, Dunn, Creswell and Sparks, CPAs 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 17, 2000
Signature
Signature if jointly held
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE
<PAGE>16
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 15, 2000 /s/Stallings Lipford
Stallings Lipford, Chairman
