UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FIRST CITIZENS BANCSHARES, INC.
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(Name of Issuer)
CLASS B COMMON STOCK, $1.00 PAR VALUE
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(Title of Class of Securities)
31946M-20-2
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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
(252) 633-1000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 1, 1999
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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 SS. 40.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
*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).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
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CUSIP No. 31946M-20-2 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Irrevocable Trust under Agreement dated December 28, 1976 - Tax ID No. 56-6180759
Irrevocable Trust under Agreement dated April 26, 1979 - Tax ID No. 56-6207855
Irrevocable Trust under Agreement dated March 28, 1990 - Tax ID No. 56-6364780
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [X]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK 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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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 469,872
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
469,872
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10 SHARED DISPOSITIVE POWER
58,300
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,172
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.70%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Class B Common Stock, $1 par value per
share ("Class B Common Stock") of First Citizens BancShares, Inc. (the
"Issuer"), whose principal executive offices are located at 239 Fayetteville
Street, Raleigh, North Carolina 27601.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This statement is filed by three separate irrevocable trusts
(collectively referred to as the "Trusts"), by and through their
respective trustees, as follows:
(1) Irrevocable Trust under Agreement dated December 28, 1976 (the
"1976 Trust");
(2) Irrevocable Trust under Agreement dated April 26, 1979 (the
"1979 Trust"); and
(3) Irrevocable Trust under Agreement dated March 28, 1990 (the
"1990 Trust").
The mailing address for each of the Trusts is Post Office Box 31727,
Charlotte, NC 28231-1727.
Carmen P. Holding currently is the sole beneficiary of each of the
Trusts. Effective November 1, 1999, each of the Trusts has been restructured to
provide that the six persons identified below will serve as co-trustees (the
"Trustees"). As a result of this commonality of trustees and beneficiary, the
Trusts may be deemed to be a "group" for purposes of their beneficial ownership
of the Issuer's Class B Common Stock held by them separately and, therefore, the
Trusts are filing this Schedule 13D as a group. However, each of the Trusts
disclaims the existence of a group and any beneficial interest in any shares
held by each other Trust.
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The Trustees are:
NAME PRINCIPAL OCCUPATION AND ADDRESS
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George H. Broadrick Chairman of Executive Committee, Consultant and
Retired President, First-Citizens Bank & Trust Company
Post Office Box 31727, Charlotte, NC 28231-1727
Carolyn S. Holding Volunteer with various charitable entities
2220 White Oak Road, Raleigh, NC 27608
John R. Jordan, Jr. Senior Partner and Attorney, Jordan, Price, Wall, Gray & Jones (attorneys)
Post Office Box 2021, Raleigh, NC 27602-2021
C. Ronald Scheeler Retired Partner, Ernst & Young, LLP (certified public accountants)
3712 Williamsborough Court, Raleigh, NC 27609
David L. Ward, Jr. Senior Attorney and President, Ward and Smith, P.A. (attorneys)
1001 College Court, New Bern, NC 28562
James A. Weathers Retired Area Vice President, First-Citizens Bank & Trust Company
128 Stratford Dr., Louisburg, NC 27549
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(d) During the last five years, no individual Trustee has been convicted in
any criminal proceedings.
(e) During the last five years, no individual Trustee has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he/she 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) The situs of each of the Trusts is in the United States, and each of
the Trustees is a citizen of the United States.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of the Issuer's Class B Common Stock held by each of the
Trusts were either (i) contributed to that Trust by its settlor, (ii) received
by that Trust with respect to or in exchange for other assets held by the Trust,
or, (iii) in the case of each of the 1979 Trust and the 1990 Trust, transferred
to the Trust from a separate, related trust which was terminated.
ITEM 4. PURPOSE OF TRANSACTION.
The current sole beneficiary and two of the Trustees (George H.
Broadrick and David L. Ward, Jr.) of the Trusts serve as directors of the Issuer
and, therefore, are involved in the management of the Issuer and participate
with the Board of Directors in the consideration of and taking of action on
significant corporate events involving the Issuer. Also, the beneficiary is the
adult daughter of Lewis R. Holding, who is Chairman, Chief Executive Officer and
a principal shareholder of the Issuer. However, the shares of the Issuer's Class
B Common Stock held by each of the respective Trusts are held by it for
investment purposes only, and none of the Trusts currently has any plans or
proposals which relate to or would result in any of the events or consequences
listed in (a)-(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As a group, the Trusts hold an aggregate of 528,172 shares of Class B
Common Stock, constituting 30.70% of the total outstanding shares of
the Issuer's Class B Common Stock (based on 1,720,360 shares
outstanding on October 31, 1999). The number of shares and percentage
of outstanding shares held by each separate Trust is as follows:
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1976 Trust - 3,100 shares (0.18% of outstanding shares)
1979 Trust - 55,200 shares (3.21% of outstanding shares)
1990 Trust - 469,872 shares (27.31% of outstanding shares)
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(b) With respect to the shares held by each Trust, the Trustees (acting as
a group) have the following voting and investment powers:
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POWER TO DISPOSE OR
POWER TO VOTE DIRECT THE DISPOSITION
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SOLE POWER SHARED POWER SOLE POWER SHARED POWER
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1976 Trust (1) -0- -0- -0- 3,100
1979 Trust (1) -0- -0- -0- 55,200
1990 Trust (2) 469,872 -0- 469,872 -0-
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(1) Carmen P. Holding, as current sole beneficiary of the 1976
Trust and the 1979 Trust, has the sole power to direct the
voting, and shared power (with the Trustees) to direct the
disposition, of shares held by each of those Trusts.
(2) The written agreement pertaining to the 1990 Trust provides
that, in connection with their voting of shares held by the
Trust, the Trustees will consult with then current
beneficiaries who are at least 40 years of age, but that the
Trustees will not be bound by the voting preference of any
such beneficiary.
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(c) During the past 60 days, none of the Trusts has acquired or disposed of
any shares of the Issuer's Class B Common Stock.
(d) With the exception of the current sole beneficiary, no other person is
known to receive or have the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Class B Common
Stock beneficially owned by the Trusts.
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 any of the Trusts and
any other person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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A Agreement between Trusts with respect to joint filing
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
each of the undersigned hereby certifies that the information set forth in this
statement is true, complete, and correct.
IRREVOCABLE TRUST UNDER AGREEMENT DATED
DECEMBER 28, 1976
IRREVOCABLE TRUST UNDER AGREEMENT DATED
APRIL 26, 1979
IRREVOCABLE TRUST UNDER AGREEMENT DATED
MARCH 28, 1990
November 3, 1999 By: /s/ George H. Broadrick
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George H. Broadrick, Co-Trustee
November 3, 1999 By: /s/ Carolyn S. Holding
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Carolyn S. Holding, Co-Trustee
November 3, 1999 By: /s/ John R. Jordan, Jr.
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John R. Jordan, Jr., Co-Trustee
November 3, 1999 By: /s/ C. Ronald Scheeler
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C. Ronald Scheeler, Co-Trustee
November 3, 1999 By: /s/ David L. Ward, Jr.
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David L. Ward, Jr., Co-Trustee
November 3, 1999 By: /s/ James A. Weathers
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James A. Weathers, Co-Trustee
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EXHIBIT A
Each of the undersigned Trusts, by and through its undersigned
Trustees, hereby agrees that the foregoing Schedule 13D dated November 1, 1999,
is being filed with the Securities and Exchange Commission by it jointly with
each other Trust as well as by it individually.
IRREVOCABLE TRUST UNDER AGREEMENT DATED
DECEMBER 28, 1976
IRREVOCABLE TRUST UNDER AGREEMENT DATED
APRIL 26, 1979
IRREVOCABLE TRUST UNDER AGREEMENT DATED
MARCH 28, 1990
November 3, 1999 By: /s/ George H. Broadrick
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George H. Broadrick, Co-Trustee
November 3, 1999 By: /s/ Carolyn S. Holding
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Carolyn S. Holding, Co-Trustee
November 3, 1999 By: /s/ John R. Jordan, Jr.
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John R. Jordan, Jr., Co-Trustee
November 3, 1999 By: /s/ C. Ronald Scheeler
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C. Ronald Scheeler, Co-Trustee
November 3, 1999 By: /s/ David L. Ward, Jr.
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David L. Ward, Jr., Co-Trustee
November 3, 1999 By: /s/ James A. Weathers
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James A. Weathers, Co-Trustee
