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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549
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OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response.........14.90
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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)
April 2, 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. 3 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, as
previously amended by Amendment No. 1 filed on February 19, 1997,
and Amendment No. 2 filed on February 27, 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
additional information:
BancShares and the Issuer have executed and delivered a definitive
Agreement and Plan of Reorganization and Merger dated as of April 2, 1997 (the
"Agreement"), that provides for the Issuer and its wholly-owned subsidiary,
First Savings Bank of Rockingham County, Inc., SSB, to be acquired by BancShares
and for each of the outstanding shares of the Issuer's Common Stock to be
converted into the right to receive $10.75 in cash. Among other conditions,
consummation of the transactions described in the Agreement will be subject to
(i) approval of the agreement by the Issuer's shareholders, and (ii) receipt of
all required regulatory approvals. Reference is made to the Agreement (which is
incorporated by reference herein as Exhibit B) for the complete terms and
conditions of the proposed transaction.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Agreement among members of the Group with
respect to filing of the Statement.
Exhibit B. Agreement and Plan of Reorganization and
Merger By and Between First Savings Financial
Corp. and First Citizens BancShares, Inc.
dated as of April 2, 1997 (incorporated herein
by reference from Exhibit (2) to the Issuer's
Current Report on Form 8-K dated April 9,
1997)
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.
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April 10, 1997 By: /s/James B. Hyler, Jr.
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James B. Hyler, Jr., Vice Chairman
April 10, 1997 /s/Lewis R. Holding
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Lewis R. Holding
April 10, 1997 /s/Frank B. Holding
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Frank B. Holding
April 10, 1997 /s/Ella Ann L. Holding
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Ella Ann L. Holding
April 10, 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
April 10, 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
April 10, 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. 3 to Schedule 13D dated
April 2, 1997 is being filed on their behalf with the Securities and Exchange
Commission.
FIRST CITIZENS BANCSHARES, INC.
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April 10, 1997 By: /s/James B. Hyler, Jr.
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James B. Hyler, Jr., Vice Chairman
April 10, 1997 /s/Lewis R. Holding
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Lewis R. Holding
April 10, 1997 /s/Frank B. Holding
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Frank B. Holding
April 10, 1997 /s/Ella Ann L. Holding
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Ella Ann L. Holding
April 10, 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
April 10, 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
April 10, 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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