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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION -------------------------------
WASHINGTON, D.C. 20549 OMB APPROVAL
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OMB Number: 3235-0145
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
First Citizens BancShares, Inc.
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(Name of Issuer)
Class A Common Stock, $1 Par Value
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(Title of Class of Securities)
31946M-10-3
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(CUSIP Number)
David L. Ward, Jr.
William R. Lathan, Jr.
Ward and Smith, P.A.
1001 College Court
New Bern, North Carolina 28562
(919) 633-1000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 31, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_| .
Check the following box if a fee is being paid with the statement |_| .
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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SCHEDULE 13D
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CUSIP No. 31946M-10-3 Page 2 of 7 Pages
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lewis R. Holding
###-##-####
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS*
PF; OO; WC
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 818,641
OWNED BY
EACH
REPORTING
PERSON
WITH
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8
SHARED VOTING POWER
876,295
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9
SOLE DISPOSITIVE POWER
818,641
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10
SHARED DISPOSITIVE POWER
876,295
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,694,936
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.59%
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14
TYPE OF REPORTING PERSON*
IN
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This Amendment No. 1 to Schedule 13D is filed by Lewis R. Holding, a
beneficial owner of more than five percent (5%) of the Class A Common Stock of
First Citizens BancShares, Inc., Raleigh, North Carolina. The initial Statement
filed with the Commission, dated March 2, 1987, as amended by this Amendment No.
1, is referred to hereinafter as the "Statement."
Item 1. Security and Issuer.
This Statement relates to the Class A Common Stock, $1 par value per
share ("Class A Common Stock") of First Citizens BancShares, Inc. (the
"Issuer"), whose principal executive offices are located at 1328 Smoketree
Court, Raleigh, North Carolina 27604.
Item 2. Identity and Background.
(a)-(c) This Statement is filed by Lewis R. Holding, whose business
address is Post Office Box 151, Raleigh, North Carolina 27602. Mr. Holding's
principal occupation is serving as Chairman of the Board and Chief Executive
Officer of First Citizens BancShares, Inc. and its wholly-owned subsidiary,
First-Citizens Bank & Trust Company, a North Carolina-chartered commercial bank
whose principal executive offices are located at 3128 Smoketree Court, Raleigh,
North Carolina 27604.
(d) During the last five years, Mr. Holding has not been convicted in
any criminal proceedings (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Holding has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr. Holding is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Lewis R. Holding formerly was the beneficial owner of shares of common
stock of First Citizens Corporation, a North Carolina corporation ("FCC"), which
merged on October 21, 1986 with the Issuer to effect the Delaware
reincorporation and recapitalization of the holding company of First-Citizens
Bank & Trust Company, a North Carolina-chartered commercial bank. In accordance
with an Agreement and Plan of Merger approved by the shareholders of FCC, each
outstanding share of FCC common stock was required to be surrendered and
exchanged for 100 shares of the Issuer's Class A Common Stock and 25 shares of
the Issuer's Class B Common Stock.
In addition to the shares of the Issuer acquired by Mr. Holding, his
immediate family, trusts for their benefit, and by certain controlled affiliates
as a result of the share exchange pursuant to the merger, additional
transactions have since occurred
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involving such parties, including but not limited to the recent transaction
described in Item 5(c) below. Any shares of Class A Common Stock of the Issuer
purchased to date by Mr. Holding, immediate family members, trusts for their
benefit, and by controlled affiliates, were purchased with cash. Any shares of
Class A Common Stock of the Issuer which may be purchased following the date of
this Amendment No. 1 by Mr. Holding, members of his immediate family, trusts for
their benefit, or by controlled affiliates, are expected to be purchased with
cash using each such individual's, trust's or affiliate's own personal, trust,
or corporate funds, as applicable.
Item 4. Purpose of Transaction.
As described in Item 3 above, the initial acquisition of shares of the
Issuer's Class A Common Stock resulted from the required exchange of FCC common
stock for the Issuer's Class A and Class B Common Stock issued due to the merger
of FCC into the Issuer on October 21, 1986. The purpose of the merger was to
effect the reincorporation in Delaware and the recapitalization of the holding
company of First-Citizens Bank & Trust Company. A full description of the
purpose of this transaction may be found in Registration Statement No. 33-7946
on Form S-4, as amended by Amendment No. 1, filed with the Securities and
Exchange Commission on September 17, 1986. During the years since the merger,
various additional shares of Class A and Class B Common Stock have been acquired
by Mr. Holding, members of his immediate family, trusts for their benefit and by
controlled affiliates.
The Class A Common Stock beneficially owned by Mr. Holding is held for
investment purposes. Mr. Holding may consider purchasing additional shares of
the Issuer's stock in the open market or in privately negotiated transactions.
Whether Mr. Holding, members of his immediate family, trusts for their benefit,
or controlled affiliates, purchase any additional shares of the Issuer's Class A
Common Stock, and the amount and timing of any such purchases, will depend on
his and their continuing assessment of pertinent factors, including without
limitation the following: the availability of shares for purchase at particular
price levels; the Issuer's business and prospects; other business and investment
opportunities available; economic conditions; stock market and money market
conditions. Depending upon his assessment of these factors from time to time,
Mr. Holding may change his present intentions as stated above.
Mr. Holding has no current plans which would result in any of the
consequences listed in (a)-(j) of Item 4 of Schedule 13D. However, as Chairman
of the Board and Chief Executive Officer of the Issuer, Mr. Holding is actively
involved in the management and policy-making functions of the Issuer and, as
such, would be substantially involved in decisions regarding any of the matters
described in Item 4.
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Item 5. Interest in Securities of the Issuer.
(a)-(b) Mr. Holding may be deemed to beneficially own an aggregate of
1,694,936 shares of Class A Common Stock, constituting 17.59% of the outstanding
Class A Common Stock of the Issuer (based on 9,637,882 shares outstanding).
As of the date hereof, Lewis R. Holding holds directly 818,641 shares
(8.49%) of the Class A Common Stock. The shares of Class A Common Stock listed
above which may be deemed to be beneficially owned by Lewis R. Holding include
48,963 shares (0.51%) held directly by his spouse; an aggregate of 245,500
shares (2.55%) held in a fiduciary capacity by his spouse and George H.
Broadrick as co-trustees of four trusts for the benefit of Mr. Holding's adult
children; 26,728 shares (0.28%) held directly by his adult children; and an
aggregate of 555,104 shares (5.76%) held of record by the following entities
which Mr. Holding may be deemed to control for beneficial ownership purposes:
167,600 shares (1.74%) held by First Citizens Bancorporation of South Carolina,
Inc., Columbia, South Carolina (a corporation of which Lewis R. Holding is a
shareholder, but not a director or officer); 100,000 shares (1.04%) held by
Fidelity BancShares (N.C.), Inc. (a corporation of which Lewis R. Holding is a
shareholder, but not a director or officer); 18,845 shares (0.20%) held by
Yadkin Valley Company (a corporation of which Mr. Holding is a shareholder, but
not a director or officer); 700 shares (0.01%) held by Yadkin Valley Life
Insurance Company (a wholly-owned subsidiary of Yadkin Valley Company); 126,896
shares (1.32%) held by The Robert P. Holding Foundation, a charitable non-profit
foundation of which Mr. Holding serves as a director; 24,584 shares (0.26%) held
by Southern BancShares (N.C.), Inc. (a corporation of which Mr. Holding is a
shareholder, but not a director or officer); 46,000 shares (0.48%) held by
Southern Bank and Trust Company (a wholly-owned subsidiary of Southern
BancShares (N.C.), Inc.); 54,000 shares (0.56%) held by Goshen, Inc. (a
wholly-owned subsidiary of Southern Bank and Trust Company); and 16,479 shares
(0.17%) held in a fiduciary capacity in a nominee name by the Trust Department
of First-Citizens Bank & Trust Company for the benefit of various third parties.
Lewis R. Holding exercises sole voting and dispositive power as to
818,641 shares (8.49%) of Class A Common Stock held directly. Although Mr.
Holding may be deemed to have shared voting and dispositive power as to an
aggregate of 555,104 shares (5.76%) held of record by the corporate entities
listed above, he disclaims such shared voting and dispositive power as to an
aggregate of 411,729 of such shares (4.27%) that are held by publicly-held
corporations (and their wholly-owned subsidiaries), of which Mr. Holding is a
shareholder, but not an officer or director, as specified above; he has shared
voting and dispositive powers as to the remaining 126,896 shares (1.32%) held by
The Robert P. Holding Foundation and 16,479 shares (0.17%) held by the Trust
Department of First-Citizens Bank & Trust Company in a fiduciary capacity for
the benefit of various third parties.
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Also included above are an aggregate of 321,191 shares (3.33%) as to
which Lewis R. Holding disclaims beneficial ownership, which shares are held of
record by his spouse or adult children, or in trusts for their benefit, all of
whom are adults living in separate abodes: 48,963 shares (0.51%) held directly
by his spouse; 245,500 shares (2.55%) held in a fiduciary capacity by his spouse
and George H. Broadrick as co-trustees for the benefit of Mr. Holding's adult
children; and 26,728 shares (0.28%) held directly by his adult children.
Not included above are 746,100 shares (7.74%) held by George H.
Broadrick as sole trustee of two irrevocable trusts for the benefit of Mr.
Holding's adult children, as to which shares Mr. Holding disclaims beneficial
ownership and has no voting or dispositive power.
(c) On March 31, 1997, Lewis R. Holding acquired directly 207,706
shares (2.16%) of Class A Common Stock in a share-for-share exchange transaction
with George H. Broadrick, as sole trustee of two irrevocable trusts for the
benefit of the adult children of Lewis R. Holding, in exchange for all of Mr.
Holding's directly-held 207,706 shares of the Issuer's Class B Common Stock,
which were transferred to such trusts. The Issuer's Class A Common Stock and
Class B Common Stock are separate and distinct classes of equity securities with
different voting rights and are not convertible one to another.
No other transactions in the Class A Common Stock were effected by Mr.
Holding, members of his immediate family, trusts for their benefit, or other
affiliates, during the previous sixty (60) days.
(d) With the exception of the persons, trusts, and entities who are the
holders of record of the shares of Class A Common Stock deemed to be
beneficially owned by Mr. Holding, no other person or entity is known to have
the right to receive, or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Class A Common Stock listed above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as described herein, there are no contracts, agreements,
arrangements or relationships (legal or otherwise) between Mr. Holding and any
other person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 16, 1997 /s/Lewis R. Holding
Date Lewis R. Holding
