8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 29, 2014

First Citizens BancShares, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16715	56-1528994
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

4300 Six Forks Road Raleigh, North Carolina	27609
(Address of principal executive offices)	(Zip Code)

(919) 716-7000

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 29, 2014, First Citizens BancShares, Inc., a Delaware corporation (the “Company”) and First Citizens Bancorporation, Inc., a South Carolina corporation (“South”), entered into a First Amendment (the “Amendment”) to the Agreement and Plan of Merger, dated as of June 10, 2014, by and between the Company and South (the “Merger Agreement”), pursuant to which South will merge with and into the Company, whereupon the separate corporate existence of South will cease and the Company will survive (the “Merger”).

The following provisions of the Merger Agreement have been amended pursuant to the Amendment:

• Section 1.11 of the Merger Agreement has been amended to allow for the merger of First Citizens Bank and Trust Company, Inc., a South Carolina state-chartered bank and a wholly-owned subsidiary of South (“South Bank”), with and into First-Citizens Bank & Trust Company, a North Carolina state-chartered bank and wholly-owned subsidiary of the Company, to occur immediately following the Merger or at such other time as determined by the Company.

• Section 6.15 of the Merger Agreement has been amended to clarify that all outstanding shares of South preferred stock be redeemed prior to the record date for the South shareholder meeting to approve the Merger.

• Sections 7.2(e) and 7.3(e) of the Merger Agreement have been amended to change the date when tax opinions from legal counsel are to be delivered as a condition to closing the Merger.

• Section 7.2(f) of the Merger Agreement has been amended to add, as a condition to closing the Merger, that the Company receive resignations from such directors and executive officers of South and South Bank as it may request.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Forward Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, descriptions of the Company’s and South’s financial condition, results of operations, asset and credit quality trends and profitability and statements about the expected timing, completion, financial benefits and other effects of the proposed Merger. Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “expect,” “intend,” “could” and “should,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties and there are a number of factors that could cause actual results to differ materially from those in such statements.

Factors that could cause actual results to differ materially from those expressed in such forward-looking statements include the ability to obtain regulatory approvals and meet other closing conditions in the merger, including shareholder approval of each party, on the expected terms and schedule, delay in closing the merger, difficulties and delays in integrating the businesses of the companies or fully realizing cost savings and other benefits of the merger, changes in interest rates and capital markets and other factors detailed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). These forward-looking statements are made only as of the date of this Report, and neither the Company nor South undertakes an obligation to release revisions to these forward looking statements to reflect events or conditions after the date of this Report.

Additional Information and Where to Find It

This Current Report on Form 8-K may be deemed solicitation material in respect of the proposed Merger. In connection with the proposed merger, on July 17, 2014, the Company filed with the SEC a Form S-4 Registration Statement, containing a Joint Proxy Statement for the Company and South, a prospectus relating to the Company’s Common Stock and other documents relevant to the proposed transaction. The Registration Statement has not yet become effective. After the Registration Statement is declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to shareholders of the Company and South. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Free copies of the Joint Proxy Statement/Prospectus, as well as other filings containing information about the Company, may be obtained at the SEC’s Internet site (www.sec.gov). These documents are also available, free of charge, from both the Company and South:

• First Citizens BancShares – Visit the website at https://www.firstcitizens.com/meet-first-citizens/corporate-information/ and click on the words “Corporate Filings” or direct a request to Proxy Request, Post Office Box 27131, Raleigh, N.C. 27611-7131 or call 919.716.7711.

• First Citizens Bancorporation – Visit the website at https://www.firstcitizensonline.com/about/financial/index.html, or direct a request to Proxy Request/Corporate Secretary, 1230 Main St., Columbia, S.C. 29201 or call 803.931.1320.

The Company and South and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information about the executive officers and directors of the Company is set forth in the proxy statement for the 2014 annual meeting of stockholders, as filed with the SEC on Schedule 14A on March 17, 2014. Information about the executive officers and directors of South is set forth in the Joint Proxy Statement/Prospectus that is part of the Registration Statement referred to above. These documents can be obtained free of charge from the sources indicated above.

The information on South’s website is not, and shall not be deemed to be, a part of the Company’s website or incorporated into this or any of the Company’s other filings with the SEC.

Item 9.01 Financial Statements and Exhibits

The following exhibit is filed as part of this report:

Exhibit No.	Description
Exhibit 2.1	First Amendment to Agreement and Plan of Merger by and between the Company and South, dated as of July 29, 2014.

SIGNATURE

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

First Citizens BancShares, Inc. (Registrant)
By:	/s/ Glenn D. McCoy
	Glenn D. McCoy Chief Financial Officer

Date: July 30, 2014

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 2.1	First Amendment to Agreement and Plan of Merger by and between the Company and South, dated as of July 29, 2014.

EX-2.1

Exhibit 2.1

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of July 29, 2014 (this “First Amendment”), by and between First Citizens Bancorporation, Inc., a South Carolina corporation (“South”), and First Citizens BancShares, Inc., a Delaware corporation (“North”). North and South are collectively referred to herein as the “Parties.”

WITNESSETH:

WHEREAS, the Parties entered into an Agreement and Plan of Merger dated as of June 10, 2014 (the “Merger Agreement”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Merger Agreement;

WHEREAS, the Parties now desire to amend the Merger Agreement in accordance with Section 8.3 of the Merger Agreement and in accordance with the terms of this First Amendment.

NOW, THEREFORE, in consideration of the premises, covenants and agreements set forth herein and of other good and valuable consideration, the receipt and legal sufficiency of which they hereby acknowledge, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Amendment to Merger Agreement. The Merger Agreement shall be, and it hereby is, amended as follows:

(a) Section 1.11 is hereby amended to delete the first sentence thereof in its entirety and replace it with the following:

“On the Closing Date and immediately following the Merger or at such other time after the Closing Date as determined by North, First Citizens Bank and Trust Company, Inc., a South Carolina state-chartered bank and a wholly-owned Subsidiary of South (“South Bank”), will merge (the “Bank Merger”) with and into First-Citizens Bank & Trust Company, a North Carolina state-chartered bank and a wholly-owned Subsidiary of North (“North Bank”).”

(b) Section 6.15 is hereby amended to delete the first sentence thereof in its entirety and replace it with the following:

“Prior to the record date of the South Meeting, South shall take all necessary action to effect the redemption of all of the outstanding shares of South Series A preferred stock, South Series B preferred

stock, South Series C preferred stock, South Series E preferred stock, South Series F preferred stock and South Series G preferred stock (collectively, the “South Preferred Stock”) for an amount in cash equal to $50.00, $50.00, $100.00, $200.00, $50.00 and $50.00 per share, respectively, plus any dividends accrued but unpaid thereon.”

(c) Section 7.2(e) is hereby deleted in its entirety and replaced with the following:

“Federal Tax Opinion. North shall have received the (i) opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., dated as of a date prior to the date the S-4 is declared effective under the Securities Act, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (ii) opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code.”

(d) A new Section 7.2(f) is hereby added to the Merger Agreement to read in its entirety as follows:

“Resignations of Certain Directors and Executive Officers. North shall have received resignations from such directors and executive officers of South and South Bank as requested by North.”

(e) Section 7.3(e) is hereby deleted in its entirety and replaced with the following:

“Federal Tax Opinion. South shall have received the (i) opinion of Haynsworth Sinkler Boyd, P.A., dated as of a date prior to the date the S-4 is declared effective under the Securities Act, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the (ii) opinion of Haynsworth Sinkler Boyd, P.A., dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code.”

2. Reference to and Effect on the Merger Agreement.

(a) From and after the effective date hereof, each reference in the Merger Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Merger Agreement, and each reference in any agreement to be delivered in connection with the Closing under the Merger Agreement to the “Merger Agreement”, “Agreement”, “thereunder”, “thereof” or words of like import referring to the Merger Agreement, shall mean and be a reference to the Merger Agreement as amended hereby.

(b) Except as specifically amended above, the Merger Agreement shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

3. Counterparts. This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4. Governing Law. The execution, interpretation and performance of this First Amendment shall be governed in the manner described in Section 9.9(a) of the Merger Agreement.

[signature page follows]

IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the date first written above.

SOUTH:
FIRST CITIZENS BANCORPORATION, INC.
By:	/s/ Jim B. Apple
Name:	Jim B. Apple
Title:	Chairman, President and CEO
NORTH:
FIRST CITIZENS BANCSHARES, INC.
By:	/s/ Edward L. Willingham, IV
Name:	Edward L. Willingham, IV
Title:	President