8-KCorporate Changes

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Change in Control (Jun 8, 2011)

Filed June 8, 2011For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This Form 8-K filing from First Citizens BancShares, Inc. reports a significant change in beneficial ownership, impacting control of the registrant. On June 2, 2011, shares held by five family trusts established by the late Lewis R. Holding were transferred to five newly created trusts. While the transfers were made without consideration by the trustees, the structure change has implications for reporting beneficial ownership, particularly for Carmen Holding Ames, daughter of the former CEO and a current board member. Prior to this event, Ms. Ames was considered to beneficially own shares from only two of the original trusts. Following the transfer, under the terms of the new trusts, she has sole voting power and shared dispositive power over shares held by all five new trusts. This shift means she may now be considered to beneficially own a larger aggregate percentage of both Class A and Class B Common Stock, increasing her reported ownership to approximately 10.99% of Class A and 36.24% of Class B common stock.

Key Highlights

  • 1Transfer of shares from five family trusts established by the late Lewis R. Holding to five newly created trusts on June 2, 2011.
  • 2Transfers were executed by trustees without consideration.
  • 3Carmen Holding Ames, daughter of the former CEO and a board member, is an income beneficiary of both the original and new trusts.
  • 4Significant change in reporting of beneficial ownership for Carmen Holding Ames.
  • 5Ms. Ames now has sole voting power and shared dispositive power over shares held by all five new trusts.
  • 6Ms. Ames' reported beneficial ownership may have increased to approximately 10.99% of Class A Common Stock and 36.24% of Class B Common Stock.

Frequently Asked Questions

The primary event is a change in beneficial ownership due to the transfer of shares from five family trusts of the late Lewis R. Holding to five newly created trusts. This also impacts the reporting of control and beneficial ownership for Carmen Holding Ames.

Carmen Holding Ames is the daughter of the former CEO and Chairman, Lewis R. Holding, and is also a member of First Citizens BancShares' Board of Directors. Following the trust transfers, she may now be considered to beneficially own approximately 10.99% of the Class A Common Stock and 36.24% of the Class B Common Stock.

This filing indicates a change in the reporting of beneficial ownership and control rather than a direct acquisition of new shares. While she remains an income beneficiary, the structure of the new trusts grants her sole voting power over a larger pool of shares previously held by separate trusts.

The aggregate shares transferred by the five original trusts represented 4.76% of the Class A Common Stock and 34.25% of the Class B Common Stock outstanding as of June 6, 2011.