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) 7160-7000
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>
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, 1997.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description of Exhibit 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 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 Post-Retirement
Non-Competition and Consultation Agreement, dated January 24, 1994,
between Registrant's subsidiary, First-Citizens 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 Post-Retirement
Non-Competition and Consultation Agreement, dated January 24, 1994,
between Registrant's subsidiary, First-Citizens 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 Post-Retirement
Non-Competition and Consultation Agreement, dated January 24, 1994,
between Registrant's subsidiary, First-Citizens 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, First-Citizens 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 Post-Retirement
Non-Competition and Consultation Agreement, dated January 24, 1994,
between Registrant's subsidiary, First-Citizens 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, First-Citizens 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 10-K) -
<PAGE>
EXHIBIT INDEX (continued)
Exhibit Page
Number Description of Exhibit Number
<S> <C> <C>
10.7 Consulting Agreement dated February 17, 1988, between Registrant's
subsidiary, First-Citizens 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
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, First-Citizens 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
27 Financial Data Schedule 79
99 Registrant's definitive Proxy Statement dated March 14, 1997
(filed pursuant to Rule 14a-6(c)) -
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 437,029
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 156,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,138,831
<INVESTMENTS-CARRYING> 22,405
<INVESTMENTS-MARKET> 2,160,436
<LOANS> 4,930,508
<ALLOWANCE> 81,439
<TOTAL-ASSETS> 8,055,572
<DEPOSITS> 6,954,028
<SHORT-TERM> 392,006
<LIABILITIES-OTHER> 87,109
<LONG-TERM> 6,922
0
0
<COMMON> 11,411
<OTHER-SE> 1,604,096
<TOTAL-LIABILITIES-AND-EQUITY> 615,507
<INTEREST-LOAN> 410,703
<INTEREST-INVEST> 115,333
<INTEREST-OTHER> 8,159
<INTEREST-TOTAL> 534,195
<INTEREST-DEPOSIT> 230,905
<INTEREST-EXPENSE> 17,345
<INTEREST-INCOME-NET> 285,945
<LOAN-LOSSES> 8,907
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 278,668
<INCOME-PRETAX> 101,674
<INCOME-PRE-EXTRAORDINARY> 101,674
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 65,467
<EPS-PRIMARY> 5.77
<EPS-DILUTED> 5.77
<YIELD-ACTUAL> 7.68
<LOANS-NON> 12,810
<LOANS-PAST> 4,983
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 78,495
<CHARGE-OFFS> 7,350
<RECOVERIES> 4,303
<ALLOWANCE-CLOSE> 81,439
<ALLOWANCE-DOMESTIC> 81,439
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
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