-----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, OQAM1302HndWr5NnSdesNIi8C48yeQQVW21/SzPxAnbgTdZJeoLIK49QY9FR4hnW E1KeZ4wOIz2pzqFELiDxHw== 0000950168-99-002781.txt : 19991109 0000950168-99-002781.hdr.sgml : 19991109 ACCESSION NUMBER: 0000950168-99-002781 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991108 GROUP MEMBERS: IRREVOCABLE TRUST U/A 12/28/1976 GROUP MEMBERS: IRREVOCABLE TRUST UNDER AGREEMENT DATED MARCH 28 1990 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA INC CENTRAL INDEX KEY: 0000708848 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 570738665 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-34460 FILM NUMBER: 99743370 BUSINESS ADDRESS: STREET 1: P O BOX 29 STREET 2: 1230 MAIN STREET CITY: COLUMBIA STATE: SC ZIP: 29202 BUSINESS PHONE: 803-253-60 MAIL ADDRESS: STREET 1: ACCOUNTING DEPT STREET 2: 1314 PARK ST PO BOX 29 CITY: COLUMBIA STATE: SC ZIP: 29201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IRREVOCABLE TRUST UNDER AGREEMENT DATED MARCH 28 1990 CENTRAL INDEX KEY: 0001097950 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 566304780 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: GEORGE N BROADRICK TRUSTEE STREET 2: P O BOX 31727 CITY: CHARLOTTE STATE: NC ZIP: 28231-1727 SC 13D 1 SCHEDULE 13D - FIRST CITIZENS BANCORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $5.00 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 319460 10 1 ------------------------------------------------- (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 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 1, 1999 ------------------------------------------------- (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. 240.13d-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). SCHEDULE 13D CUSIP No. 319460 10 1 Page 2 of 6 Pages -------------------- --------- ---------- - -------------------------------- --------------------------------
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) |X| (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)[ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 51,545 OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 51,545 10 SHARED DISPOSITIVE POWER 2,341 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,886 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)[ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.72% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
ITEM 1. SECURITY AND ISSUER. This Statement relates to the Common Stock, $5.00 par value per share ("Common Stock") of First Citizens Bancorporation of South Carolina, Inc. (the "Issuer"), whose principal executive offices are located at 1230 Main Street, Columbia, South Carolina 29201. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) This statement is filed by two 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"); and (2) 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 Common Stock held by them separately and, therefore, the Trusts are filing this Schedule 13D jointly 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. The Trustees are:
NAME PRINCIPAL OCCUPATION AND ADDRESS - ------------------- ----------------------------------------------------- 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
(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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares of the Issuer's 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, (iii) in the case of the 1990 Trust, transferred to the Trust from a separate, related trust which was terminated, or, (iv) in the case of the 1976 Trust, received by the Trust during August 1999 in connection with the Issuer's acquisition of an unrelated financial institution in which that Trust held shares of common stock. ITEM 4. PURPOSE OF TRANSACTION. The current sole beneficiary and one of the Trustees (George H. Broadrick) 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 a principal shareholder of the Issuer. However, the shares of the Issuer's Common Stock held by each of the respective Trusts are held by it for investment purposes only, and neither Trust 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 53,886 shares of Common Stock, constituting 5.72% of the total outstanding shares of the Issuer's Common Stock (based on 942,714 shares outstanding on October 31, 1999). The number of shares and percentage of outstanding shares held by each separate Trust is as follows: 1976 Trust - 2,341 shares (0.25% of outstanding shares) 1990 Trust - 51,545 shares (5.47% of outstanding shares) (b) With respect to the shares held by each Trust, the Trustees (acting as a group) have the following voting and investment powers: POWER TO DISPOSE OR POWER TO VOTE DIRECT THE DISPOSITION ------------- ---------------------- SOLE POWER SHARED POWER SOLE POWER SHARED POWER ---------- ------------ ---------- ------------ 1976 Trust (1) -0- -0- -0- 2,341 1990 Trust (2) 51,545 -0- 51,545 -0- - ----------------- (1) Carmen P. Holding, as current sole beneficiary of the 1976 Trust, has the sole power to direct the voting, and shared power (with the Trustees) to direct the disposition, of shares held by that Trust. (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. (c) During the past 60 days, neither of the Trusts has acquired or disposed of any shares of the Issuer's 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 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 either 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 -------------- ---------------------- A Agreement between Trusts with respect to joint filing 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 MARCH 28, 1990 November 3, 1999 By: /s/ George H. Broadrick ------------------------------------------------ George H. Broadrick, Co-Trustee November 3, 1999 By: /s/ Carolyn S. Holding ------------------------------------------------ Carolyn S. Holding, Co-Trustee November 3, 1999 By: /s/ John R. Jordan, Jr. ------------------------------------------------ John R. Jordan, Jr., Co-Trustee November 3, 1999 By: /s/ C. Ronald Scheeler ------------------------------------------------ C. Ronald Scheeler, Co-Trustee November 3, 1999 By: /s/ David L. Ward, Jr. ------------------------------------------------ David L. Ward, Jr., Co-Trustee November 3, 1999 By: /s/ James A. Weathers ------------------------------------------------ James A. Weathers, Co-Trustee 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 MARCH 28, 1990 November 3, 1999 By: /s/ George H. Broadrick ------------------------------------------------ George H. Broadrick, Co-Trustee November 3, 1999 By: /s/ Carolyn S. Holding ------------------------------------------------ Carolyn S. Holding, Co-Trustee November 3, 1999 By: /s/ John R. Jordan, Jr. ------------------------------------------------ John R. Jordan, Jr., Co-Trustee November 3, 1999 By: /s/ C. Ronald Scheeler ------------------------------------------------ C. Ronald Scheeler, Co-Trustee November 3, 1999 By: /s/ David L. Ward, Jr. ------------------------------------------------ David L. Ward, Jr., Co-Trustee November 3, 1999 By: /s/ James A. Weathers ------------------------------------------------ James A. Weathers, Co-Trustee -----END PRIVACY-ENHANCED MESSAGE-----