FIRST CITIZENS BANCSTOCK INC
10QSB/A, 1995-12-29
NATIONAL COMMERCIAL BANKS
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                               United States
                     Securities and Exchange Commission
                         Washington, D.C. 20549

                            FORM 10-QSB/A
                           (Amendment No.  1)

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934

                 For the Quarterly Period Ended September 30, 1995
                                                ------------------
                                       or

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

            For the Transition Period From ______________to _____________

                          Commission file number 1-12324
                                                 -------

                            FIRST CITIZENS BANCSTOCK, INC.
______________________________________________________________________________
        (Exact name of small business issuer as specified in its charter)


            LOUISIANA                                72-1109730
      __________________________________          ____________________
        (State or other jurisdiction of           (I. R. S. Employer
        incorporation or organization)             Identification No.)

                                1100 BRASHEAR AVENUE
                            MORGAN CITY, LOUISIANA 70380          
                       (Address of principal executive offices)          


                               (504)385-0330
______________________________________________________________________________
                           (Issuer's telephone number)

Check whether issuer (1) has filed all reports required to be filed by Section
13 or 15(d)of the Exchange Act during the past 12 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 90 days.

                               Yes    X          No
                                    ------          --------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date:
     
     COMMON STOCK, $1 PAR VALUE--1,266,219 SHARES AS OF NOVEMBER 13, 1995
     
          Transitional Small Business Disclosure Format (check one)
     
                               Yes               No      X       
                                     -------          --------

                        THIS REPORT CONSISTS OF 7 PAGES.
                         EXHIBIT INDEX BEGINS ON PAGE 5.
<PAGE>
<PAGE>
                                      INDEX


                  FIRST CITIZENS BANCSTOCK, INC. AND SUBSIDIARY


PART II - OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K . . . . . . . . . . 3

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . 5






                                   -2-
<PAGE>
<PAGE>

PART II - OTHER INFORMATION


ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

            (a)     Exhibits


Exhibit
Number            Identification of Exhibit
- ---------         -------------------------

2.1*              Agreement and Plan of Merger dated September 28, 1995 by and
                  among the Company, the Bank, Whitney, Acquisition and
                  Whitney Bank (omitting the Schedule of Exceptions of the
                  Company and the Bank, which will be provided upon the
                  request of Commission in accordance with Item 601(b)(2) of
                  Regulation S-B).

3.1               Articles of Incorporation of the Company, as amended
                  (incorporated by reference to Exhibit 4.1 to the Company's
                  Registration Statement on Form S-8 dated November 28, 1994,
                  Commission File No. 33-86702)

3.2               Bylaws of the Company, as amended (incorporated by reference
                  to Exhibit 4.2 to the Company's Registration Statement on
                  Form S-8 dated November 28, 1994, Commission File No.
                  33-86702)

11*               Statement Re:  Computation of Earnings Per Share

27**              Financial Data Schedule

99.1(a)*          Employment Agreement dated April 1, 1990 by and between the
                  Bank and Milford L. Blum, Jr. 

99.1(b)*          Amendment No. 1 dated April 15, 1991 to the Employment
                  Agreement dated April 1, 1990 by and between the Bank and
                  Milford L. Blum, Jr.

99.1(c)*          Amendment No. 2 dated March 16, 1995 to the Employment
                  Agreement dated April 1, 1990 by and between the Bank and
                  Milford L. Blum, Jr.

_____________________________________
*    Previously filed in the Company's Quarterly Report on Form 10-QSB for the 
     quarter ended September 30, 1995.

**   Filed herewith.


            (b)     Reports on Form 8-K

On October 2, 1995, the Company filed a Current Report on Form 8-K to report the
execution of the Merger Agreement discussed in Item 5 above.  A copy of the
Merger Agreement was filed as Exhibit 2.1 to the Company's Form 10-QSB for the
quarter ended September 30, 1995, as originally filed November 14, 1995, and
incorporated by reference thereto.

                                   -3-
<PAGE>
<PAGE>

                                 SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                                                               
                                      FIRST CITIZENS BANCSTOCK, INC.
                                               (Registrant)

December 29, 1995                     /s/  Milford L.  Blum, Jr.               
                                      ------------------------------------
                                      Milford L. Blum, Jr.
                                      President & Chief Executive Officer


December 29, 1995                     /s/ Charles L.  Roy                      
                                      ------------------------------------
                                      Charles L. Roy
                                      Chief Financial Officer


                                   -4-
<PAGE>
<PAGE>
                            EXHIBIT INDEX


Exhibit                                                                 Page
Number                   Description                                   Number
- ----------               ------------                                  ------

2.1*          Agreement and Plan of Merger dated September 28, 1995 
              by and among the Company, the Bank, Whitney, 
              Acquisition and Whitney Bank (omitting the Schedule of 
              Exceptions of the Company and the Bank, which will be 
              provided upon the request of Commission in accordance
              with Item 601(b)(2) of Regulation S-B)

3.1           Articles of Incorporation of the Company, as amended             
              (incorporated by reference to Exhibit 4.1 to the 
              Company's Registration Statement on Form S-8 dated 
              November 28, 1994, Commission File No. 33-86702)

3.2           Bylaws of the Company, as amended (incorporated by
              reference to Exhibit 4.2 to the Company's Registration
              Statement on Form S-8 dated November 28, 1994,
              Commission File No. 33-86702)

11*           Statement Re:  Computation of  Earnings Per Share

27**          Financial Data Schedule

99.1(a)*      Employment Agreement dated April 1, 1990 by and
              between the Bank and Milford L. Blum, Jr.

99.1(b)*      Amendment  No. 1 dated April 15, 1991 to the
              Employment Agreement dated April 1, 1990 by
              and between the Bank and Milford L. Blum, Jr.

99.1(c)*      Amendment No. 2 dated March 16, 1995 to the 
              Employment Agreement dated April 1, 1990 by
              and between the Bank and Milford L. Blum, Jr.

_______________________________
*    Previously filed with the Company's Quarterly Report on Form 10-QSB for the
     quarter ended September 30, 1995.

**   Filed herewith

                                   -5-


<TABLE> <S> <C>

<ARTICLE>            9
<LEGEND>     

THIS SCHEDULE (1) CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT OF FIRST CITIZENS BANCSTOCK,
INC. INCLUDED IN ITS QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER ENDED
SEPTEMBER 30, 1995, AND (2) IS QUALIFIED IN ITS ENTIRETY TO SUCH FORM 10-QSB.


<MULTIPLIER>       1,000
       
<S>                                                          <C>
<PERIOD-START>                                               JAN-01-1995
<PERIOD-TYPE>                                                9-MOS
<FISCAL-YEAR-END>                                            DEC-31-1995
<PERIOD-END>                                                 SEP-30-1995
<CASH>                                                       7,179
<INT-BEARING-DEPOSITS>                                       150
<FED-FUNDS-SOLD>                                             11,602
<TRADING-ASSETS>                                             0
<INVESTMENTS-HELD-FOR-SALE>                                  65,703
<INVESTMENTS-CARRYING>                                       9,439
<INVESTMENTS-MARKET>                                         9,678
<LOANS>                                                      141,660
<ALLOWANCE>                                                  2,026
<TOTAL-ASSETS>                                               239,545
<DEPOSITS>                                                   211,695
<SHORT-TERM>                                                 0
<LIABILITIES-OTHER>                                          1,883
<LONG-TERM>                                                  0
                                        0
                                                  0
<COMMON>                                                     1,308
<OTHER-SE>                                                   24,659
<TOTAL-LIABILITIES-AND-EQUITY>                               239,545
<INTEREST-LOAN>                                              10,208
<INTEREST-INVEST>                                            3,660
<INTEREST-OTHER>                                             275
<INTEREST-TOTAL>                                             14,143
<INTEREST-DEPOSIT>                                           5,225
<INTEREST-EXPENSE>                                           5,237
<INTEREST-INCOME-NET>                                        8,906
<LOAN-LOSSES>                                                250
<SECURITIES-GAINS>                                           0
<EXPENSE-OTHER>                                              6,137

<PAGE>

<INCOME-PRETAX>                                              3,948
<INCOME-PRE-EXTRAORDINARY>                                   2,708
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                                 2,708
<EPS-PRIMARY>                                                2.09
<EPS-DILUTED>                                                2.02
<YIELD-ACTUAL>                                               5.11
<LOANS-NON>                                                  429
<LOANS-PAST>                                                 382
<LOANS-TROUBLED>                                             0
<LOANS-PROBLEM>                                              1,590
<ALLOWANCE-OPEN>                                             1,919
<CHARGE-OFFS>                                                260
<RECOVERIES>                                                 117
<ALLOWANCE-CLOSE>                                            2,026
<ALLOWANCE-DOMESTIC>                                         2,026
<ALLOWANCE-FOREIGN>                                          0
<ALLOWANCE-UNALLOCATED>                                      0
        


</TABLE>


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