First Citizens BancShares, Inc. Form 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
December 31, 1996 0-16471
For the fiscal year ended Commission File Number
FIRST CITIZENS BANCSHARES, INC.
(Exact name of Registrant as specified in the charter)
Delaware 56-1528994
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
239 Fayetteville Street Mall
Raleigh, North Carolina 27601
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (919) 755-7000
Securities registered pursuant to: Section 12(b) of the Act
None
Section 12(g) of the Act:
Class A Common Stock, Par Value $1
Class B Common Stock, Par Value $1
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days. Yes X No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Based on last reported sales prices on March 12, 1997, the aggregate market
value of the Registrant's voting stock held by nonaffiliates of the Registrant
as of such date was $427,758,000.
On March 12, 1997, there were 9,637,940 outstanding shares of the Registrant's
Class A Common Stock and 1,758,370 outstanding shares of the Registrant's Class
B Common Stock.
Portions of the Registrant's definitive Proxy Statement dated March 14, 1997 are
incorporated in Part III of this report, as is information contained in the 1996
Annual Report.
<PAGE>
Part I
Item 1. Business
First Citizens BancShares, Inc ("BancShares") was incorporated under the laws of
Delaware on August 7, 1986, to become the successor to First Citizens
Corporation ("FCC"), a North Carolina corporation that was the bank holding
company of First-Citizens Bank & Trust Company ("Bank"), its banking subsidiary.
On October 21, 1986, FCC was merged into BancShares, and BancShares became the
sole shareholder of the Bank. The Bank was chartered on March 4, 1893, as the
Bank of Smithfield, Smithfield, North Carolina and, through a series of mergers
and name changes, it later became First-Citizens Bank & Trust Company.
The Bank is the fifth largest commercial bank in North Carolina based upon total
deposits. Its growth has been generated principally by acquisitions and de novo
branching that have occurred under the leadership of the R.P. Holding family. As
of December 31, 1996, the Bank operated 308 offices in North Carolina and
Virginia.
On September 1, 1994, BancShares acquired Bank of Marlinton, a West
Virginia-chartered bank with headquarters in Marlinton, West Virginia. Bank of
Marlinton operated two offices and had $60 million in assets as of December 31,
1996. On June 1, 1995, BancShares acquired Bank of White Sulphur Springs
("WSS"), a West Virginia-chartered bank with headquarters in White Sulphur
Springs, West Virginia. WSS operated two offices and had $68.6 million in assets
as of December 31, 1996.
BancShares' executive offices are located at 239 Fayetteville Street, Raleigh,
North Carolina, 27601, and its telephone number is (919) 716-7000. At December
31, 1996, BancShares and its subsidiaries employed a full-time staff of 3,457
and a part-time staff of 825 for a total of 4,282
employees.
BancShares' principal assets are its investment in and receivables from its
banking subsidiaries. Its primary sources of income are dividends from the Bank
and interest income on funds loaned by BancShares to the Bank. Certain legal
restrictions exist regarding the ability of the Bank to transfer funds to
BancShares in the form of cash dividends or loans. For information regarding
these restrictions, see Note P of BancShares' consolidated financial statements,
contained in this report.
The subsidiary banks seek to meet the needs of both consumers and commercial
entities in their respective market areas. These services, offered at most
offices, include normal taking of deposits, cashing of checks, and providing for
individual and commercial cash needs; numerous checking and savings plans;
commercial and consumer lending; a full-service trust department; and other
activities incidental to commercial banking. Bank subsidiaries American Guaranty
Insurance Company and Triangle Life Insurance Company underwrite and sell
various forms of credit-related insurance products. Neuse, Incorporated
("Neuse"), owns a substantial number of the facilities in which the Bank
operates branches. First Citizens Investor Services, Inc., provides various
investment products, including third-party mutual funds to customers. Various
other subsidiaries are either inactive or not material to BancShares'
consolidated financial position or to consolidated net income.
As of December 31, 1996, BancShares had consolidated assets of $8.1 billion,
consolidated deposits of $7 billion and shareholders' equity of $615.5 million.
Table 6 includes information such as average assets, deposits, shareholders'
equity and interest-earning assets of BancShares for the five years ended
December 31, 1996. Rates of return on average assets and average equity and the
ratio of shareholders' equity to total assets for the last five years are
presented in Table 1 of this report.
The banking laws of North Carolina, West Virginia and Virginia allow for
statewide branching. Consequently, commercial banking in these states is highly
competitive. BancShares' subsidiaries compete with other financial institutions
throughout their market areas.
During 1994, Congress approved legislation that will allow adequately
capitalized and managed bank holding companies to acquire control of banks in
any state ("the Interstate Banking Law"). Acquisitions will be subject to
anti-trust provisions that limit the state and national deposits that may be
controlled by a single bank holding company. Under the Interstate Banking Law,
banks will be permitted, beginning June 1, 1997, to merge across state lines,
subject to concentration, capital and Community Reinvestment Act requirements
and regulatory approval. A state may authorize mergers earlier than June 1,
1997, or a state may enact restrictions on mergers prior to that date. The
Interstate Banking Law also allows states to permit out-of-state banks to open
new branches within their borders. Currently, in North Carolina, the Reciprocal
Interstate Banking Act and the Interstate Branch Banking Act allow a bank or
bank holding company based in other states to acquire banks or bank
2
<PAGE>
holding companies or establish branches within the State of North Carolina,
provided similar laws exist in the other state.
The banks operate under the jurisdiction of the Federal Deposit Insurance
Corporation and the respective state banking authorities and are subject to the
laws administered by those authorities and the rules and regulations thereunder.
As a registered bank holding company, BancShares is subject to the jurisdiction
of the Board of Governors of the Federal Reserve System. BancShares also is
registered as a bank holding company with the North Carolina Commissioner of
Banks and is subject to the regulations promulgated by the Commissioner. The
internal affairs of BancShares, including the rights of its shareholders, are
governed by Delaware law and by its Certificate of Incorporation and Bylaws.
BancShares files periodic reports under the Securities Exchange Act of 1934 and
is subject to the jurisdiction of the Securities and Exchange Commission.
3
<PAGE>
Part I (continued)
Item 2. Properties
As of December 31, 1996, the Bank owned land improved by office buildings in
which its operates offices at 212 locations. The Bank leases from Neuse 58
locations that have office buildings located thereon in which the Bank maintains
offices. In addition, the Bank leases 136 other locations from third parties.
Additional information relating to premises, equipment and lease commitments is
set forth in Note E of BancShares' consolidated financial statements.
Item 3. Legal Proceedings
BancShares, the banks and various Bank subsidiaries have been named as
defendants in various legal actions arising from their normal business
activities in which damages in various amounts are claimed. Although the amount
of any ultimate liability with respect to such matters cannot be determined, in
the opinion of management, any such liability will not have a material effect on
BancShares' consolidated financial position.
Item 4. Submission of Matters to a Vote of Security Holders
None
4
<PAGE>
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
BancShares' Class A and Class B common stock is traded in the
over-the-counter market, and the Class A common stock is listed on the National
Association of Securities Dealers Automated Quotation National Market System
under the symbol FCNCA. Stock information for the two-year period ending
December 31, 1996, is presented in Table 16.
The per share cash dividends paid by BancShares during each quarterly period
during 1996 and 1995 are set forth in Table 16 of this report. A cash dividendof
25 cents per share was declared by the Board of Directors on January 27,
1997,payable April 7, 1997, to holders of record as of March 17, 1997. Payment
of dividends is made at the discretion of the Board of Directors and is
contingent upon satisfactory earnings as well as projected future capital needs.
Subject to the foregoing, it is currently management's expectation that
comparable cash dividends will continue to be paid in the future.
Additional information is included on page 36 of Registrant's 1996 Annual
Report.
Item 6. Selected Financial Data
Information is included on page 20 of Registrant's 1996 Annual Report in the
table 'Financial Summary and Selected Average Balances and Ratios'.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Information is included on pages 20 through 37 of Registrant's 1996 Annual
Report
Item 8. Financial Statements and Supplementary Data
Information is included on the indicated pages of Registrant's 1996 Annual
Report:
Independent Auditors' Report 38
Consolidated Balance Sheets at December 31, 1996 and 1995 39
Consolidated Statements of Income for each of the years
in the three-year period ended December 31, 1996 40
Consolidated Statements of Changes in Shareholders' Equity for each of
the years in the three-year period ended December 31, 1996 41
Consolidated Statements of Cash Flows for each of the years in the
three-year period ended December 31, 1996 42
Notes to Consolidated Financial Statements 43-59
Quarterly Financial Summary for 1996 and 1995 36
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable
Part III
Information required by Part III of this Report on Form 10-K is incorporated
herein by reference from the indicated pages of Registrant's definitive Proxy
Statement dated March 14, 1997, as follows:
Item 10. Directors and Executive Officers of the Registrant
Information found on pages 6-9 under the caption "Proposal 1: Election of
Directors" and 12 under the caption "Executive Officers."
Item 11. Executive Compensation
Information found on pages 9-10 under the caption "Directors' Fees and
Compensation;" 11 under the caption "Compensation Committee Interlocks and
Insider Participation;" 13-15 under the captions "Executive Compensation,"
"Employee Stock Purchase Plan," and "Pension Plan and Other Post-Retirement
Benefits."
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information found on pages 2-6 under the captions "Principal Holders of Voting
Securities", "Ownership of Securities by Management" and "Required Reports
of Beneficial Ownership."
Item 13. Certain Relationships and Related Transactions
Information found on pages 9 in footnote (4) to the table under the caption
"Proposal 1: Election of Directors" and 16 under the caption "Transactions with
Management."
5
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Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1.Financial Statements. See Item 8
2. Financial Statement Schedules. All schedules are omitted as the
required information is either inapplicable or is presented in the consolidated
financial statements of the Registrant.
3. Exhibits. The following documents are attached hereto or incorporated
herein by reference as exhibits:
3.1 Certificate of Incorporation of the Registrant, as amended (incorporated
herein by reference to Exhibit 3.1 of the 1992 Annual Report to the SEC on Form
10-K)
3.2 Bylaws of the Registrant, as amended (incorporated herein by reference to
Exhibit 3.2 of the 1993 Annual Report to the SEC on Form 10-K)
4.1 Specimen of Registrant's Class A Common Stock certificate (incorporated
herein by reference to Exhibit 4.1 of the 1993 Annual Report to the SEC on Form
10-K)
4.2 Specimen of Registrant's Class B Common Stock certificate (incorporated
herein by reference to Exhibit 4.2 of the 1993 Annual Report to the SEC on Form
10-K)
*10.1 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 1, 1986, as amended by the Third Amendment
of Employee Death Benefit and PostRetirement Non-Competition and Consultation
Agreement, dated January 24, 1994, between Registrant's subsidiary,
FirstCitizens Bank & Trust Company, and Lewis R. Holding (incorporated herein by
reference to Exhibit 10.1 of Registrant's 1993 Annual Report to the SEC on Form
10-K)
*10.2 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 1, 1986, as amended by the Third Amendment
of Employee Death Benefit and PostRetirement Non-Competition and Consultation
Agreement, dated January 24, 1994, between Registrant's subsidiary,
FirstCitizens Bank & Trust Company, and Frank B. Holding (incorporated herein by
reference to Exhibit 10.2 of Registrant's 1993 Annual Report to the SEC on Form
10-K)
*10.3 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 1, 1986, as amended by the Third Amendment
of Employee Death Benefit and PostRetirement Non-Competition and Consultation
Agreement, dated January 24, 1994, between Registrant's subsidiary,
FirstCitizens Bank & Trust Company, and James B. Hyler, Jr. (incorporated herein
by reference to Exhibit 10.3 of Registrant's 1993 Annual Report to the SEC on
Form 10-K)
*10.4 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 23, 1996, between Registrant's subsidiary,
FirstCitizens Bank & Trust Company, and Frank B. Holding, Jr.(incorporated
herein by reference to Exhibit 10.4 of Registrant's 1994 Annual Report to the
SEC on Form 10-K)
*10.5 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement dated August 23, 1989, as amended by the Second Amendment
of Employee Death Benefit and Post-Retirement Noncompetition and Consultation
Agreement, dated January 24, 1994, between Registrant's subsidiary,
FirstCitizens Bank & Trust Company, and James M. Parker (incorporated herein by
reference to Exhibit 10.8 of Registrant's 1993 Annual Report to the SEC on Form
10-K)
*10.6 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement dated January 1, 1986, between Registrant's subsidiary,
FirstCitizens Bank & Trust Company, and George H. Broadrick (incorporated herein
by reference to Exhibit 10.6 of the 1987 Annual Report to the SEC on Form 10K)
6
<PAGE>
Part IV (continued)
*10.7 Consulting Agreement dated February 17, 1988, between Registrant's
subsidiary, FirstCitizens Bank & Trust Company, and George H. Broadrick
(incorporated herein by reference to Exhibit 10.7 of the 1987 Annual Report to
the SEC on Form 10-K)
*10.9 Retirement Payment Agreement dated May 1, 1985, between First Federal
Savings and Loan Association, Hendersonville, North Carolina ("First Federal"),
and William McKay, which agreement was ratified by Registrant upon its
acquisition of First Federal (incorporated herein by reference to Exhibit 10.9
of the 1991 Annual Report to the SEC on Form 10-K)
*10.10 Retirement Payment Agreement dated August 1, 1987, between First Federal
and William McKay, which agreement was ratified by Registrant upon its
acquisition of First Federal (incorporated herein by reference to Exhibit 10.10
of the 1991 Annual Report to the SEC on Form 10-K)
*10.11 Employment Agreement dated August 4, 1995, between Registrant's
subsidiary, FirstCitizens Bank & Trust Company, and Brent D. Nash (incorporated
herein by reference to Exhibit 10.11 of the 1994 Annual Report to the SEC on
Form 10-K)
*10.12 Retirement Payment Agreement dated August 8, 1991, between Edgecombe
Homestead and Loan Assn., Inc. ("Edgecombe"), and Brent D. Nash, which agreement
was ratified by Registrant upon its acquisition of Edgecombe (incorporated
herein by reference to Exhibit 10.12 of the 1994 Annual Report to the SEC on
Form 10-K)
*10.13 Article IV Section 4.1.d of the Agreement and Plan of Reorganization and
Merger by and among First Investors Savings Bank, Inc., SSB, First-Citizens Bank
& Trust Company and First Citizens BancShares, Inc., dated October 25, 1995,
located at page II-38 of Registrant's S-4 Registration Statement filed with the
Commission on December 19, 1994 (Registration No. 33-84514)
*10.14 Article IV Section 4.1.e of the Agreement and Plan of Reorganization and
Merger by and among State Bank and First-Citizens Bank & Trust Company and First
Citizens BancShares, Inc., dated October 25, 1995, located at page I-36 of
Registrant's S-4 Registration Statement filed with the Commission on November
16, 1994 (Registration No. 33-86286)
*10.15 Article V Section 5.4.a of the Agreement and Plan of Reorganization and
Merger By and Between Allied Bank Capital, Inc. and First Citizens BancShares,
Inc., dated August 7, 1996, located at page I-47 of Registrant's S-4
Registration Statement filed with the Commission on September 28, 1995
(Registration No. 33-63009)
13 Registrant's Annual Report to Shareholders for the year ended
December 31, 1996 (filed herewith)
22 Subsidiaries of the Registrant (filed herewith)
99 Registrant's definitive Proxy Statement dated March 14, 1997
(filed pursuant to Rule 14a6(c))
- ------------------
* Denotes a management contract or compensation plan or arrangement in which an
executive officer or director of Registrant participates.
(b) Reports on Form 8K. During the fourth quarter of 1996 the
Registrant filed no Form 8K Current Reports.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 13, 1997 FIRST CITIZENS BANCSHARES, INC. (Registrant)
/s/ James B. Hyler, Jr.
James B. Hyler, Jr.
Vice Chairman and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons, on behalf of the Registrant and
in the capacities indicated on March 18, 1996.
Signature Title Date
/s/Lewis R. Holding Chairman and Chief March 13, 1997
Lewis R. Holding Executive Officer
(principal executive
officer)
/s/Frank B. Holding Executive Vice Chairman March 13, 1997
Frank B. Holding
/s/James B. Hyler, Jr. Vice Chairman March 13, 1997
James B. Hyler, Jr.
/s/Frank B. Holding, Jr. President March 13, 1997
Frank B. Holding, Jr.
/s/Kenneth A. Black Vice President, March 13, 1997
Treasurer, and Chief
Kenneth A. Black Financial Officer
(principal financial
and accounting officer)
8
<PAGE>
Signature Title Date
John M. Alexander, Jr. Director March 13, 1997
/s/Ted L. Bissett Director March 13, 1997
Ted L. Bissett
Director March 13, 1997
B. Irvin Boyle
/s/George H. Broadrick Director March 13, 1997
George H. Broadrick
Director March 13, 1997
H. Max Craig, Jr.
/s/Betty M. Farnsworth Director March 13, 1997
Betty M. Farnsworth
Director March 13, 1997
Lewis M. Fetterman
9
<PAGE>
Signature Title Date
Director March 13, 1997
Carmen P. Holding
Director March 13, 1997
Charles B.C. Holt
Director March 13, 1997
Edwin A. Hubbard
/s/Gale D. Johnson Director March 13, 1997
Gale D. Johnson
/s/Freeman R. Jones Director March 13, 1997
Freeman R. Jones
Director March 13, 1997
Lucius S. Jones
/s/I. B. Julian Director March 13, 1997
I. B. Julian
10
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Signature Title Date
Director March 13, 1997
Joseph T. Maloney, Jr.
/s/J. Claude Mayo, Jr. Director March 13, 1997
J. Claude Mayo, Jr.
Director March 13, 1997
William McKay
/s/Brent D. Nash Director March 13, 1997
Brent D. Nash
/s/Lewis T. Nunnelee, II Director March 13, 1997
Lewis T. Nunnelee, II
Director March 13, 1997
Talbert O. Shaw
Director March 13, 1997
R. C. Soles, Jr.
/s/David L. Ward, Jr. Director March 13, 1997
David L. Ward, Jr.
11
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
<S> <C> <C>
3.1 Certificate of Incorporation of the Registrant, as amended (incorporated
herein by reference to Exhibit 3.1 of the 1992 Annual Report to the SEC
on Form 10-K) -
3.2 Bylaws of the Registrant, as amended (incorporated herein by reference
to Exhibit 3.2 of the 1993 Annual Report to the SEC on Form 10K) -
4.1 Specimen of Registrant's Class A Common Stock certificate
(incorporated herein by reference to Exhibit 4.1 of the 1993
Annual Report to the SEC on Form 10-K) -
4.2 Specimen of Registrant's Class B Common Stock certificate
(incorporated herein by reference to Exhibit 4.2 of the 1993
Annual Report to the SEC on Form 10-K) -
10.1 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 1, 1986, as amended by the
Third Amendment of Employee Death Benefit and PostRetirement
Non-Competition and Consultation Agreement, dated January 24, 1994,
between Registrant's subsidiary, FirstCitizens Bank & Trust Company,
and Lewis R. Holding (incorporated herein by reference to Exhibit 10.1
of the 1993 Annual Report to the SEC on Form 10-K) -
10.2 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 1, 1986, as amended by the
Third Amendment of Employee Death Benefit and PostRetirement
Non-Competition and Consultation Agreement, dated January 24, 1994,
between Registrant's subsidiary, FirstCitizens Bank & Trust Company,
and Frank B. Holding (incorporated herein by reference to Exhibit 10.2
of the 1993 Annual Report to the SEC on Form 10-K) -
10.3 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 1, 1986, as amended by the
Third Amendment of Employee Death Benefit and PostRetirement
Non-Competition and Consultation Agreement, dated January 24, 1994,
between Registrant's subsidiary, FirstCitizens Bank & Trust Company,
and James B. Hyler, Jr. (incorporated herein by reference to Exhibit 10.3
of the 1993 Annual Report to the SEC on Form 10-K) -
10.4 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated January 23, 1995, between
Registrant's subsidiary, FirstCitizens Bank & Trust Company, and
Frank B. Holding, Jr. (incorporated herein by reference to Exhibit 10.4
of the 1994 Annual Report to the SEC on Form 10-K) -
10.5 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement, dated August 23, 1989, as amended by the
Second Amendment of Employee Death Benefit and PostRetirement
Non-Competition and Consultation Agreement, dated January 24, 1994,
between Registrant's subsidiary, FirstCitizens Bank & Trust Company,
and James M. Parker (incorporated herein by reference to Exhibit 10.8
of the 1993 Annual Report to the SEC on Form 10-K) -
10.6 Employee Death Benefit and Post-Retirement Non-Competition and
Consultation Agreement dated January 1, 1986, between
Registrant's subsidiary, FirstCitizens Bank & Trust Company, and
George H. Broadrick (incorporated herein by reference to Exhibit
10.6 of the 1987 Annual Report to the SEC on Form 10K) -
12
<PAGE>
EXHIBIT INDEX (continued)
Exhibit Sequential
Number Description of Exhibit Page Number
<S> <C> <C>
10.7 Consulting Agreement dated February 17, 1988, between
Registrant's subsidiary, FirstCitizens Bank & Trust Company, and
George H. Broadrick (incorporated herein by reference to
Exhibit10.7 of the 1987 Annual Report to the SEC on Form 10-K) -
10.9 Retirement Payment Agreement dated May 1, 1985, between First Federal
and William McKay, which agreement was ratified by Registrant
upon its acquisition of First Federal (incorporated herein by reference
to Exhibit 10.9 of the 1991 Annual Report to the SEC on Form 10-K) -
10.10 Retirement Payment Agreement dated August 1, 1987, between First
Federal Savings Bank and William McKay, which agreement was
ratified by Registrant upon its acquisition of First Federal
(incorporated herein by reference to Exhibit 10.10 of the 1991
Annual Report to the SEC on Form 10-K) -
10.11 Employment Agreement dated August 4, 1995, between Registrant's
subsidiary, FirstCitizens Bank & Trust Company, and Brent D.
Nash (incorporated herein by reference to Exhibit 10.10 of the
1994 Annual Report to the SEC on Form 10-K) -
10.12 Retirement Payment Agreement dated August 8, 1991, between Edgecombe
Homestead and Loan Assn., Inc. ("Edgecombe"), and Brent D. Nash, which
agreement was ratified by Registrant upon its acquisition of Edgecombe
(incorporated herein by reference to Exhibit 10.10 of the
1994 Annual Report to the SEC on Form 10-K) -
10.13 Article IV Section 4.1.d of the Agreement and Plan of
Reorganization and Merger by and among First Investors Savings
Bank, Inc., SSB, First-Citizens Bank & Trust Company and First
Citizens BancShares, Inc., dated October 25, 1994, located at
page II-38 of Registrant's S-4 Registration Statement filed with
the Commission on December 19, 1994 (Registration No. 33-84514)
-
10.14 Article IV Section 4.1.e of the Agreement and Plan of
Reorganization and Merger by and among State Bank and
First-Citizens Bank & Trust Company and First Citizens
BancShares, Inc., dated October 25, 1994, located at page I-36
of Registrant's S-4 Registration Statement filed with the
Commission on November 16, 1994 (Registration No. 33-86286) -
10.15 Article V Section 5.4.a of the Agreement and Plan of Reorganization and Merger
By and Between Allied Bank Capital, Inc. and First Citizens BancShares, Inc., dated
August 7, 1995, located at page I-47 of Registrant's S-4 Registration Statement
filed with the Commission on September 28, 1995 (Registration No. 33-63009) -
13 Registrant's 1996 Annual Report for the year ended
December 31, 1996 (filed herewith) 13
22 Subsidiaries of the Registrant (filed herewith) 78
99 Registrant's definitive Proxy Statement dated March 14, 1997
(filed pursuant to Rule 14a6(c)) -
</TABLE>
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Exhibit 22
Subsidiaries of the Registrant
Name State
First-Citizens Bank & Trust Company Chartered in North Carolina
with branches is North
Carolina and Virginia
Bank of Marlinton West Virginia
Bank of White Sulphur Springs West Virginia
(Atlantic States Bank North Carolina
in the charter)
Delaware 56-1528994
(State or other jurisdiction (I.R.S. Employer)
of incorporation)
