-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ru9JVblvqQzIHb5LoJLHnJoZlQ991pakR+u+rq4sR/19ui49kDm7b1Yc06enBvwF NmSjwjBoqDoGmOnGYh+Veg== 0000950168-97-000623.txt : 19970319 0000950168-97-000623.hdr.sgml : 19970319 ACCESSION NUMBER: 0000950168-97-000623 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970318 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CITIZENS BANCSHARES INC /DE/ CENTRAL INDEX KEY: 0000798941 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 561528994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16471 FILM NUMBER: 97558719 BUSINESS ADDRESS: STREET 1: 239 FAYETTEVILLE STREET MALL CITY: RALEIGH STATE: NC ZIP: 27601 BUSINESS PHONE: 9197557000 MAIL ADDRESS: STREET 1: PO BOX 27131 STREET 2: CTWO7 CITY: RALEIGH STATE: NC ZIP: 27611-7131 10-K 1 FIRST CITIZENS 10-K 48503.1 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. 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 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 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 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 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 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 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 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 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 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 EXHIBIT INDEX
Exhibit Sequential Number Description of Exhibit Page Number 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 EXHIBIT INDEX (continued) Exhibit Sequential Number Description of Exhibit Page Number 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)) -
13 EX-22 2 EXHIBIT 22 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) -----END PRIVACY-ENHANCED MESSAGE-----