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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549
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OMB Number: 3235-0145
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
First Savings Financial Corp.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
33620B106000
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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)
February 25, 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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This Amendment No. 2 to Schedule 13D amends and supplements the
Schedule 13D filed by First Citizens BancShares, Inc. ("BancShares"), Lewis R.
Holding, Frank B. Holding and others, with the Securities and Exchange
Commission on February 1, 1996, and previously amended by an Amendment No. 1
filed on February 19, 1997 (as amended, the "Statement") by furnishing the
additional information set forth below.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended to include the following
information:
BancShares previously reported that, based on information received from
the Issuer's financial advisor, Trident Financial Corporation ("Trident"),
BancShares had submitted to Trident a proposal to acquire the Issuer.
BancShares has been informed that on February 25, 1997, the Issuer's
Board of Directors approved in principle BancShares' proposal. Under BancShares'
proposal, the Issuer and its wholly owned savings bank subsidiary, First Savings
Bank of Rockingham County, Inc., SSB, would be acquired by BancShares and each
of the outstanding shares of the Issuer's Common Stock would be converted into
the right to receive $10.75 in cash. Consummation of the proposed transaction is
subject to (i) negotiation and execution of a definitive agreement, (ii)
approval of that agreement by the Issuer's Board of Directors and shareholders
and by BancShares' Board of Directors, (iii) receipt of all required regulatory
approvals, and (iv) customary reviews by BancShares of the Issuer's assets,
corporate records, financial statements and other such matters.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Agreement among members of the Group with
respect to filing of the Statement.
2
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Signatures
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
FIRST CITIZENS BANCSHARES, INC.
February 26, 1997 By: /s/James B. Hyler, Jr.
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James B. Hyler, Jr., Vice Chairman
February 26, 1997 /s/Lewis R. Holding
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Lewis R. Holding
February 26, 1997 /s/Frank B. Holding
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Frank B. Holding
February 26, 1997 /s/Ella Ann L. Holding
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Ella Ann L. Holding
February 26, 1997 /s/Frank B. Holding, Jr.
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Frank B. Holding, Jr., as Custodian U/NCUTMA
for Frank B. Holding, III, Barbara Perry
Holding and Lewis Royall Holding, II
February 26, 1997 /s/Hope Holding Connell
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Hope Holding Connell, as Custodian U/NCUTMA
for Hewlette Collier Connell and John Patrick
Holding Connell
February 26, 1997 /s/Peter M. Bristow
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Peter M. Bristow, as Custodian U/SCUGMA
for Peter McDonald Bristow, Jr.
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EXHIBIT A
Each of the undersigned agrees that the Amendment No. 2 to Schedule 13D dated
February 25, 1997 is being filed on their behalf with the Securities and
Exchange Commission.
FIRST CITIZENS BANCSHARES, INC.
February 26, 1997 By: /s/James B. Hyler, Jr.
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James B. Hyler, Jr., Vice Chairman
February 26, 1997 /s/Lewis R. Holding
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Lewis R. Holding
February 26, 1997 /s/Frank B. Holding
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Frank B. Holding
February 26, 1997 /s/Ella Ann L. Holding
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Ella Ann L. Holding
February 26, 1997 /s/Frank B. Holding, Jr.
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Frank B. Holding, Jr., as Custodian U/NCUTMA
for Frank B. Holding, III, Barbara Perry
Holding and Lewis Royall Holding, II
February 26, 1997 /s/Hope Holding Connell
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Hope Holding Connell, as Custodian U/NCUTMA
for Hewlette Collier Connell and John Patrick
Holding Connell
February 26, 1997 /s/Peter M. Bristow
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Peter M. Bristow, as Custodian U/SCUGMA
for Peter McDonald Bristow, Jr.
