8-KMaterial AgreementsExhibits & Filings

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Material Agreement (Jul 30, 2014)

Filed July 30, 2014For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This Form 8-K filing by First Citizens BancShares, Inc. (FCNCA) on July 30, 2014, announces a material amendment to its previously announced Agreement and Plan of Merger with First Citizens Bancorporation, Inc. ("South"). The amendment, dated July 29, 2014, introduces several key modifications to the original merger agreement, primarily aimed at streamlining the integration process and clarifying conditions for closing the transaction. Key changes include provisions for the immediate or subsequent merger of their respective banking subsidiaries, the redemption of South's preferred stock prior to shareholder approval, adjustments to the timing of tax opinion deliveries, and the addition of a condition requiring the resignation of certain directors and officers of South and its subsidiary, South Bank, upon FCNCA's request. These amendments are significant for investors as they signal adjustments to the integration strategy and reinforce conditions for the successful completion of the merger, which is intended to result in South merging into FCNCA.

Key Highlights

  • 1FCNCA and First Citizens Bancorporation, Inc. ("South") entered into a First Amendment to their Agreement and Plan of Merger.
  • 2The amendment allows for the merger of their respective banking subsidiaries (South Bank into First-Citizens Bank & Trust Company) to occur either immediately following the main merger or at a later, company-determined time.
  • 3A key condition added is the requirement for all outstanding shares of South's preferred stock to be redeemed before the record date for the South shareholder meeting to approve the merger.
  • 4The timeline for delivering tax opinions from legal counsel, a condition to closing, has been adjusted.
  • 5A new condition to closing has been added, requiring FCNCA to receive resignations from specified directors and executive officers of South and South Bank.
  • 6The filing also serves as solicitation material, referencing a previously filed Form S-4 Registration Statement which contains a Joint Proxy Statement/Prospectus for shareholders.
  • 7Investors are urged to read the registration statement and joint proxy statement/prospectus for important information regarding the merger.

Frequently Asked Questions

This filing announces a material amendment to the Agreement and Plan of Merger between First Citizens BancShares, Inc. (FCNCA) and First Citizens Bancorporation, Inc. ("South"). The amendment modifies several terms of the original merger agreement.

The amendment allows for the merger of the subsidiary banks to occur either immediately or at a later time, requires redemption of South's preferred stock before the shareholder meeting, adjusts the timing for tax opinion deliveries, and adds a condition that FCNCA can request resignations from certain South directors and officers.

The flexibility to merge the subsidiary banks, South Bank and First-Citizens Bank & Trust Company, either immediately after the main corporate merger or at a later point, allows FCNCA greater control and strategic discretion over the integration process and may streamline operational consolidation.

Investors are strongly encouraged to read the Form S-4 Registration Statement, which includes a Joint Proxy Statement/Prospectus, and any subsequent amendments filed with the SEC. These documents contain important details about the proposed transaction. Free copies are available on the SEC's website and directly from FCNCA and South.