11-K 1 fcd11k1.htm FORM 11-K December 31, 2001 - 11k

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the Year Ended December 31, 2001

First Citizens National Bank Employee Stock Ownership Plan and Trust and
Payroll Stock Ownership Plan
(Full title of the Plan)

First Citizens Bancshares, Inc.
(Name of issuer of the securities held pursuant to the Plan)

First Citizens Place, Dyersburg, TN  38024
(Address of principal executive office)

REQUIRED INFORMATION

1.   An audited statement of financial condition as of the end of the latest two fiscal years of the plan.

2.   An audited statement of income and changes in plan equity for each of the latest three fiscal years of the plan.

3.   The statements required in items 1 and 2 are prepared in accordance with U. S. generally accepted accounting principles and for the fair presentation of the accompanying supplemental schedules in conformity with the Department of Labor's Rules and Regulations and Disclosure under the Employment Retirement Income Security Act of 1974.

4.   Signatures


FIRST CITIZENS NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AND
PAYROLL STOCK OWNERSHIP PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                                                                                    

 

CONTENTS 

 

 Page

Financial Statements

 
 

    Independent Auditors' Report

2

    Statement of Net Assets Available for Plan Benefits 3
 

    Statements of Changes in Net Assets for Plan Benefits

4
   Notes to Financial Statements 6
    Supplementary Schedules 10

Signatures 

 


INDEPENDENT AUDITORS' REPORT

  

Trustees of First Citizens National Bank
Employee Stock Ownership Plan and Trust
  and Payroll Stock Ownership Plan

            We have audited the accompanying statements of net assets available for plan benefits of First Citizens National Bank Employee Stock Ownership Plan and Trust and First Citizens National Bank Payroll Stock Ownership Plan as of December 31, 2001 and 2000, and the related statements of changes in net assets available for plan benefits for the years then ended.  These financial statements are the responsibility of the Plan's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

            We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

             In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of First Citizens National Bank Employee Stock Ownership Plan and Trust and First Citizens National Bank Payroll Stock Ownership Plan as of December 31, 2001 and 2000, and the changes in net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 Dyersburg, Tennessee
June 26, 2002

/s/ CARMICHAEL, DUNN, CRESWELL & SPARKS, PLLC
Carmichael, Dunn, Creswell & Sparks, PLLC

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FIRST CITIZENS NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
AND
TRUST AND PAYROLL STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2001 AND 2000
     
 

2001

2000
 

ESOP
Allocated

ESOP
Unallocated

PAYSOP
Allocated

ESOP
Allocated

ESOP
Unallocated

PAYSOP
Allocated

ASSETS

     

 

   
Investments, at fair value      

 

   
   U.S. Government Securities

$                 

 $              

$                

$      350,876

$                  

$                

   Federated Auto Trust

 1,450,517

 

12,708

930,742

 

7,790

   Corporate Stock

 16,644,071

 

93,186

11,517,435

580,836 

67,735

   Fidelity

       129,209

_________

_________

        157,174

_________

_________

           Total Investments

18,223,797

 

105,894

12,956,227

580,836 

75,525

             
Employer contribution receivable

52,611

   

98,531

   
Accounts receivable

                7

_________

________

          4,757

_________

           495

            Total Assets

  18,276,415

_________

       105,894

  13,059,515

        580,836 

       76,020

             
Loan payable

 

     

807,631 

 
Due to PAYSOP

________

_________

________

              495

__________

_________

             Total Liabilities

________

_________

________

              495

      807,631 

_________

             
Net Assets Available for Plan Benefits

$ 18,276,415

$              

$ 105,894

$ 13,059,020

$   (226,795)

$ 76,020

 

=========

======== =======

=========

=========

=======

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FIRST CITIZENS NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
AND
TRUST AND PAYROLL STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2001 AND 2000
     
 

2001

2000
 

ESOP
Allocated

ESOP
Unallocated

PAYSOP
Allocated

ESOP
Allocated

ESOP
Unallocated

PAYSOP
Allocated

INCOME

     

 

   
Investment income:      

 

   
   Net unrealized appreciation (depreciation) in
     market value of investments
$  4,517,835 $                 $   25,451 $ (1,318,249) $  (90,334) $   (7,615)
   Interest 13,117     22,750     
   Dividends 715,875 49,280  4,423 706,147  49,135  4,342 
   Employer's contribution 483,857     580,057     
   Transfer   205,905      40,038   
  Capital gain distribution             129                                            9,839                                   
          Total Income   5,730,813    255,185       29,874            544      (1,161)     (3,273)
             

DEDUCTIONS

           
Distributions to participants 302,537     1,415,145    2,881 
Legal fees

4,100

 

 

8,234 

 

 

Transfer 205,905     40,038     
Interest expense   28,390      77,584    
Loss on sale of assets              876                                                                                          
           Total Deductions       513,418       28,390                    1,463,417     77,584         2,881 
Net Increase (Decrease) 5,217,395 226,795  29,874 (1,462,873) (78,745) (6,154)
Net assets available for plan benefits:            
           Beginning of year  13,059,020     (226,795)     76,020    14,521,893    (148,050)       82,174 
  $18,276,415 $           -- $  105,894 $  13,059,020 $  (226,795) $  76,020 
  ======== ======== ======= ========= ========= =======

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  FIRST CITIZENS NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
AND PAYROLL STOCK OWNERSHIP PLAN

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001

Note 1 - Summary of Significant Accounting Policies

The significant accounting policies of First Citizens National Bank Employee Stock Ownership Plan and Trust and Payroll Stock Ownership Plan are summarized as follows:

Basis of Accounting

 The financial statements are presented on the accrual basis of accounting.

 Investments

Investments are presented at fair market value as of the balance sheet date.  Fair market value of investments which have no quoted market price is determined by independent appraisal.

 Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.

 Note 2 - Plan Description

The First Citizens National Bank Employee Stock Ownership Plan and Trust was adopted by the Board of Directors of First Citizens National Bank effective October 1, 1984.  The Plan provides for contributions equal to 10% of covered compensation prior to October 1, 2000.  After that date contributions equal 7% of compensation.  An additional contribution may be made as determined by the Board of Directors of the Bank not to exceed that amount allowed as a deduction annually by the Internal Revenue Code.  The Plan provides for participation by all employees of First Citizens National Bank who have completed a year of service by the last day of a given plan year and who are at least twenty-one (21) years old.  The employer contribution for that plan year shall be allocated to the participants based on the proportion which a participant's compensation during such year bears to the total compensation for that year of all participants.

Benefits are paid to a participant upon retirement at the normal retirement age of sixty-five (65), or at such later date as the participant may elect to retire or upon total and permanent disability prior to age sixty-five (65) to the extent of his or her entire interest in the Trust Fund.  Benefits are payable to a participant's beneficiary in the event of a participant's death at any time to the extent of his or her entire interest in the Trust Fund.

Benefits payable to a participant whose employment terminates prior to retirement are determined by a vesting schedule based on completed years of service with the employer.  Prior to January 1, 1989, vesting began at forty (40) percent after completion of four years of service and increased proportionately to one hundred percent after completion of ten (10) years of service.  After December 31, 1988, vesting begins at twenty (20) percent after completion of three (3) years of service and increases proportionately to one hundred percent after completion of seven (7) years of service. Effective January 1, 1999, the plan was amended to change the vesting schedule. The amendment provides for 100% vesting after completion of five (5) years of service. Participants with less than seven years of service at January 1, 1999, may elect to be vested according to the pre-amendment vesting schedule.

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Note 2 - Plan Description (Continued)

Since the principal purpose of the plan is to provide benefits at normal retirement age, the principal goal of the investment of the funds in the plan should be both security and long-term stability with moderate growth commensurate with the anticipated retirement dates of participants.  Investments, other than "fixed dollar" investments, should be included among the plan's investments to prevent erosion by inflation.  However, investments should be sufficiently liquid to enable the plan, on short notice, to make some distributions in the event of the death or disability of a participant.

The First Citizens National Bank Payroll Stock Ownership Plan (PAYSOP) was enacted effective January 1, 1985. Contributions, based on payroll, were made to this plan for plan years December 31, 1985 and 1986.  For plan years beginning after December 31, 1986, all contributions ceased.  A wasting trust is maintained so distributions of benefits attributable to the PAYSOP may be made.  Since January 1, 1987, separate accounts have been maintained for participants with a PAYSOP balance at December 31, 1986.  No further contributions will be made to these accounts.  The financial statements of the PAYSOP are prepared on the liquidation basis of accounting.

Tax Status

The Internal Revenue Service has determined and informed the Employer by a letter dated May 21, 1996, that the plans are qualified and the trust established under the plan is tax-exempt under the appropriate sections of the Internal Revenue Code.

Note 3 - Concentration of Credit Risk

A substantial portion of the assets of the First Citizens National Bank Employee Stock Ownership Plan and Trust and Payroll Stock Ownership Plan is invested in common stock of the Employer.

Although the Employer has a diversified loan portfolio,a significant portion of its portfolio is agriculture related. Their debtors' ability to honor their contracts, and therefore the welfare of the Employee Stock Ownership Plan's investment, is dependent upon the agribusiness economy of the area.

Note 4 - Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of plan termination, participants will become 100 percent vested in their accounts.

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Note 5 - Securities

At December 31, 2001 and 2000, investment securities consisted of the following:

 

Employee Stock Ownership Plan and Trust

 

December 31, 2001

 

Number of Shares

Fair Market Value

 

Allocated

Unallocated

Allocated

Unallocated

First Citizens Bancshares, Inc.

 

 

 

 

     Common stock

715,873.9998

              -0-

$16,644,071

$            -0-

Federated Auto Trust

1,450,517

-0-

1,450,517

-0-

Fidelity

2,570.296

-0-

129,209

-0-

 

 

 

 

December 31, 2000

 

Number of Shares

Fair Market Value

 

Allocated

Unallocated

Allocated

Unallocated

First Citizens Bancshares, Inc.

 

 

 

 

     Common stock

681,505.0002

34,369

$11,517,435

 $580,836

Federated Auto Trust

930,742

-0-

930,742

-0-

U.S. Government Securities

350,000

-0-

350,876

-0-

Fidelity

2,570.296

-0-

157,174

-0-

 

 

 

 

Payroll Stock Ownership Plan

 

December 31, 2001

 

Number of Shares

Fair Market Value

 

Allocated

Unallocated

Allocated

Unallocated

First Citizens Bancshares, Inc.

 

 

 

 

     Common stock

4,008

-0-

$     93,186

$            -0-

Federated Auto Trust

12,708

-0-

12,708

-0-

 

 

 

 

 

 

December 31, 2000

 

Number of Shares

Fair Market Value

 

Allocated

Unallocated

Allocated

Unallocated

First Citizens Bancshares, Inc.

 

 

 

 

     Common stock

4,008

-0-

$     67,735

$            -0-

Federated Auto Trust

7,790

-0-

7,790

-0-

At December 31, 2001, the common capital stock of First Citizens Bancshares, Inc., was appraised at $23.25 per share by an independent appraisal firm.  The "unrealized appreciation in investments" reflects the adjustment to market value in the carrying value of these assets.

 Note 6 - Plan Administration Expenses

 All plan administration expenses are paid by First Citizens National Bank.

 Note 7 - Loan Payable

In 2000, the Plan entered into a $2,000,000 term loan agreement with a bank.  The proceeds of the loan were used to purchase the Company's common stock.  Unallocated shares are collateral for the loan.  The agreement provides for the loan to be repaid over ten years.  The loan bears interest at the libor rate plus 1.20%.  For 2001, the loan interest rate averaged 5.147 percent.  The balance on the loan was paid during the year ended December 31, 2001.

-7-


Note 8 - Form 5500 - Reconciliation

The following is a reconciliation of net assets available for benefits per the accompanying 2001 and 2000 financial statements to the Form 5500:

 

2001

2000

Net assets available for benefits per  the financial statements:

 

 

ESOP

$18,276,415

$13,059,020

PAYSOP

      105,894

           76,020

 

$18,382,309

 $13,135,040

 

 

 

    

 

 

Net assets available for benefits per the Form 5500

$18,382,309

   $13,135,040

 

 

 

 

-8-


FIRST CITIZENS NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
AND PAYROLL STOCK OWNERSHIP PLAN

SUPPLEMENTARY SCHEDULES
DECEMBER 31, 2001

Trustees of First Citizens National Bank
Employee Stock Ownership Plan and Trust
    and Payroll Stock Ownership Plan

Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of First Citizens National Bank Employee Stock Ownership Plan and Trust and First Citizens National Bank Payroll Stock Ownership Plan are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Dyersburg, Tennessee
June 26, 2002

-9-


 

FIRST CITIZENS NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
AND PAYROLL STOCK OWNERSHIP PLAN

LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

December 31, 2001

(a)*

(b)

(c)

(d)

(e)

Party-in Interest

Identity of Issue, Borrower, Lessor or Similar Party

Description of Investments

Cost

Current Value

 

 

 

 

 

 

First Citizens Bancshares, Inc.

719,882 shares of common stock

 $4,901,508

$16,737,257

 

 

 

 

 

 

Federated Auto Trust

1,463,225 shares

1,463,225

1,463,225

  *There was no identified party-in-interest

 

-10-


FIRST CITIZENS NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
AND PAYROLL STOCK OWNERSHIP PLAN

LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 2001 AND 2000

 

 

Single Transactions in Excess of Five Percent (5%) of Beginning Plan Assets

        None

 

Series of Transactions in Excess of Five Percent (5%) of Beginning Plan Assets

 

                                                                                                                                          Current Value
                                                                                                                                            of Asset on
                                                                     Cost                    Selling Price                    Transaction Date

Federated Prime Obligations                 $1,633,421                 $    N/A                                $1,633,421

Federated Prime Obligations                      N/A                         1,108,727                             1,108,727

 

-11-


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

First Citizens National Bank
Employee Stock Ownership Plan and Trust and
Payroll Stock Ownership Plan           

 

Date:  August 30,  2002                        /s/ JUDY BURNS                                    
                                                            Judy Burns, Trustee of the Plan
                                                            (First Citizens National Bank Employee Stock Ownership Plan
                                                                and Trust and Payroll Stock Ownership Plan)

Date:  August 30, 2002                        /s/ KERRIE HECKETHORN                    
                                                            Kerrie Heckethorn, Plan Administrator
                                                            (First Citizens National Bank Employee Stock Ownership Plan
                                                                and Trust and Payroll Stock Ownership Plan)

-12-


Exhibit 23

 

CONSENT OF INDEPENDENT ACCOUNTANTS

 

We consent to the incorporation by reference of our reports on the Employee Stock Ownership Plan and Trust and Payroll Ownership Plan of First Citizens Bancshares, Inc., dated June 26, 2002, previously filed on Form S-8, appearing in this Annual Report on Form 11-K for the year ended December 31, 2001.

/s/CARMICHAEL, DUNN, CRESWELL & SPARKS, PLLC
Carmichael, Dunn, Creswell & Sparks, PLLC

Dyersburg, Tennessee
June 26, 2002