FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999 Commission File Number 0-11172
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
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(Exact name of registrant as specified in its charter)
State of South Carolina 57-0738665
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1230 Main Street
Columbia, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (803) 733-3456
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Securities Registered Pursuant to Section 12(b) of the Act:
None
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Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $5.00 per value
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [ X ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
Regulation S-K is not contained herein, and will not be contained, to be the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Registrant's Voting and Nonvoting Common Stock
held by non-affiliates as of March 10, 2000 was $54,159,348.
As of March 10, 2000, there were 901,444 outstanding shares of the Registrant's
Voting Common Stock, $5.00 par value per share, and 36,409 outstanding shares of
its Non-Voting Common Stock, $5.00 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
(1) Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 1999, are incorporated by reference into Part II.
(2) Portions of the Registrant's definitive Proxy Statement dated March 24,
2000, for the Annual Meeting of Shareholders to be held April 26, 2000, are
incorporated by reference into Part III.
PART I.
Item 1. BUSINESS
First Citizens Bancorporation of South Carolina, Inc. ("Bancorporation" or
"Registrant"), a South Carolina corporation, is a bank holding company organized
in 1982 which owns all the outstanding stock of First-Citizens Bank and Trust
Company of South Carolina ("FCB") and The Exchange Bank of South Carolina, Inc.
("Exchange"), its banking subsidiaries.
FCB was organized in 1969 from the merger of one of its predecessor banks,
Citizens Bank, which was organized in 1936 as the Anderson Brothers Bank, and
another of its predecessor banks, The Commercial Bank and Trust Company, which
was organized in 1913 as the Homestead Bank. As of December 31, 1999, FCB
operated 133 offices in 90 communities throughout the state.
Exchange was acquired by Bancorporation on August 20, 1999 in a transaction
recorded as a purchase. Its predecessor, Exchange Bank of South Carolina, was
organized in 1932 as The Exchange Bank of Kingstree. Exchange provides banking
services through four offices in Williamsburg and Georgetown Counties in South
Carolina. Further information concerning the acquisition is contained in the
information incorporated herein by reference in Item 7 of this report.
The principal role of Bancorporation is to supervise and coordinate the
activities of its subsidiaries and to provide them with capital and services of
various kinds. The corporation derives substantially all of its income from
dividends it receives from FCB. Such dividends are determined generally in
relation to FCB's earnings, deposit growth and capital position.
FCB and Exchange, which are the principal assets and sources of income of
Bancorporation, are engaged in the general banking business throughout South
Carolina and offer a full range of banking services, including regular and
interest checking, money market, savings and time deposit accounts, personal and
business loans and trust services. Wateree Enterprises, Inc., a wholly-owned
subsidiary of FCB, through its wholly-owned subsidiary, Wateree Life Insurance
Company, issues credit life, accident and health insurance on FCB borrowers.
Another wholly-owned subsidiary of Wateree Enterprises, Inc. is Wateree Agency,
Inc., which acts as agent for the sale of insurance to the FCB's customers.
Another of FCB's subsidiaries, Congaree Investors Services, offers various
investment products, including annuities, discount brokerage services and third-
party mutual funds, to FCB's customers.
Bancorporation also is the parent company of FCB/SC Capital Trust I
("FCB/SC"), a Delaware business trust. FCB/SC was organized during 1998 for the
sole purpose of issuing and selling $50,000,000 aggregate liquidation amount of
8.25% capital securities. The net proceeds from such sale, together with the
proceeds from FCB/SC's issuance of its common securities to Bancorporation, were
invested in a like aggregate face amount of Bancorporation's 8.25% junior
deferrable interest subordinated debentures which mature on March 15, 2028. The
capital securities and the junior subordinated debentures are subject to
optional redemption at any time on or after March 15, 2008. Bancorporation has
entered into a guaranty agreement which, when taken together with its
obligations under the trust agreement under which FCB/SC exists, the junior
subordinated debentures, and the indenture under which the debentures were
issued, provides a full and unconditional guarantee on a subordinated basis by
Bancorporation of FCB/SC's payment of distributions and other payments on the
capital securities.
Employees
Bancorporation has no salaried employees. As of December 31, 1999, FCB and
Exchange, and FCB's subsidiaries, had 1,176 full-time equivalent employees.
Bancorporation and its subsidiaries are not parties to any collective bargaining
agreement and relations with employees are considered to be good.
Supervision and Regulation
Bancorporation is a bank holding company registered with the Federal Reserve
Board (the "FRB") under the Bank Holding Company Act of 1956, as amended (the
"BHCA") and, as such, is subject to supervision and examination by, and the
regulations and reporting requirements of, the FRB under the BHCA.
Bancorporation's activities are limited to those permitted for bank holding
companies under the BHCA, and it is required to obtain the prior approval of the
FRB before it may acquire direct or indirect control of more than 5% of the
outstanding voting stock, or substantially all of the assets of, any other
financial institution or bank holding company. Additionally, the BHCA prohibits
Bancorporation from acquiring ownership or control of more than 5% of the
outstanding voting stock of any company engaged in an activity that is not
permitted for bank holding companies.
Bank holding companies are required to serve as a source of financial
strength for their depository institution subsidiaries, and, if their depository
institution subsidiaries become undercapitalized, bank holding companies may be
required to guarantee the subsidiaries' compliance with capital restoration
plans filed with their regulators, subject to certain limits.
As insured, state-chartered banks that are not members of the Federal Reserve
System, FCB and Exchange are subject to supervision and examination by, and the
regulations and reporting requirements of, the Federal Deposit Insurance
Corporation ("FDIC") and the South Carolina State Board of Financial
Institutions (the "SC Board"). Absent approval of the FDIC, they are prohibited
from engaging as principal in activities that are not permitted for national
banks, and are prohibited from acquiring or retaining any equity investment of a
type not permitted for national banks.
As subsidiaries of Bancorporation, FCB and Exchange are subject to
restrictions under Federal law on the amount of, and their ability to enter
into, transactions with, or investments in the securities of, Bancorporation and
certain other affiliated entities.
Though they are not members of the Federal Reserve System, FCB and Exchange
are subject to the FRB's reserve requirements applicable to all banks, and their
businesses are significantly influenced by the fiscal policies of the FRB. The
actions and policy directives of the FRB determine to a significant degree FCB's
and Exchange's cost and the availability of funds and the rates of interest
charged on their loans and paid on their deposits.
The FRB, the FDIC and the SC Board have broad powers to enforce laws and
regulations applicable to Bancorporation, FCB and Exchange, and to require
corrective action of conditions affecting the safety and soundness of FCB and
Exchange. Among others, these powers include cease and desist orders, the
imposition of civil penalties and the removal of officers and directors.
Statistical Data
Certain statistical disclosures for bank holding companies required by Guide
3 are included in the section entitled "Management's Discussion and Analysis" on
pages 5 through 25 of the Registrant's 1999 Annual Report to Shareholders which
is incorporated herein by reference.
Competition
Because South Carolina allows statewide branch banking, the Bank must compete
in local markets throughout the state with other depository institutions. The
Bank is subject to intense competition from various financial institutions and
other companies or firms that engage in similar activities, both for local
business in individual communities and for business in the national market. The
Bank competes for deposits with other commercial banks, savings and loan
associations, credit unions and with the issuers of commercial paper and other
securities, such as shares in money market funds. In making loans, the Bank
competes with other commercial banks, savings and loan associations, consumer
finance companies, credit unions, leasing companies and other lenders. In
addition, competition for personal and corporate trust services is offered by
insurance companies, other businesses and individuals.
A factor which also has increased competition in the Bank's local markets is
reciprocal interstate banking legislation. Prior to adoption of the federal
"Interstate Banking Law" described below, South Carolina law allowed bank
holding companies in 12 other Southeastern states and the District of Columbia
to acquire banks and bank holding companies in South Carolina, provided that
reciprocal legislation had been passed in such other state or district. As a
result, a number of large bank holding companies located in other states and
having consolidated resources greater than those of Bancorporation (among them
four of the largest in the Southeastern United States) acquired banks located in
South Carolina with which the Bank competes in its local markets. The Bank is
the second largest bank owned by a South Carolina based holding company.
During September 1994, Congress adopted new legislation which, subject to
certain limitations, permits adequately capitalized and managed bank holding
companies to acquire control of a bank in any state (the "Interstate Banking
Law"). Also, beginning June 1, 1997 and subject to certain limitations, the
Interstate Banking Law permitted banks to merge with one another across state
lines. Each state was allowed to authorize mergers earlier than that date and
also choose to permit out-of-state banks to open branch offices within that
state's borders. Alternatively, a state could opt out of interstate branching
by adopting legislation before June 1, 1997. As of March 2000, South Carolina
has not adopted any such legislation in response to the Interstate Banking Law.
Statistical Disclosure
The statistical disclosures for bank holding companies required by Guide 3
are included in the information under Item 7 of this report.
Item 2. PROPERTIES
Bancorporation owns in fee simple one piece of property having a book value
at December 31, 1999 of $34,462. To the limited extent necessary, it occupies
space owned by the Bank. Bancorporation's and the Bank's principal office is
located at 1230 Main Street in Columbia, South Carolina.
The Bank owns in fee simple 202 properties having a book value at December
31, 1999 of $41,632,899 which are used for its main office, branch office
locations, associated parking lots for customers and employees, or housing other
operational units of the Bank. In addition, the Bank leases 28 properties,
substantially all of which are used for branch office locations and associated
parking lots for customers and employees. All of these leases are for
relatively long terms or include renewal options considered by management of the
Bank to be adequate. Rental expense paid for these properties in 1999 was
approximately $697,000, which was offset by $1,138,000 in rental income.
The properties leased and owned are all generally considered adequate for the
Bank's purposes; however, there is a continuing program of modernization,
expansion, and the occasional replacement of facilities. Maintenance and
repairs are not significant items of expense in the Bank's operations. Items of
a capital nature are added to the property accounts, and, at such time as they
are retired or otherwise disposed of, the cost and accumulated depreciation are
removed from the related accounts and the resulting gains or losses are
reflected in income.
For information concerning Bancorporation's commitments under current leasing
arrangements, see Note 7 to Bancorporation's Consolidated Financial Statements.
Item 3. LEGAL PROCEEDINGS
Neither Bancorporation nor FCB or Exchange are a party to, nor is any of
their property the subject of, any material or other pending legal proceeding,
other than ordinary routine proceedings incidental to their business.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information required by this item is incorporated herein by reference to
the section entitled "Market and Dividend Information Regarding Common and
Preferred Stock" on page 1 of the Registrant's 1999 Annual Report to
Shareholders.
Item 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by reference to
the section entitled "Financial Highlights" on Page 3 of the Registrant's 1999
Annual Report to Shareholders.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information required by this item is incorporated herein by reference to
the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 5 through 26 of the Registrant's
1999 Annual Report to Shareholders
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference to
the financial statements and supplementary data set forth on pages 27 through 50
of the Registrant's 1999 Annual Report to Shareholders.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information under the captions "Section 16(a) Beneficial Ownership
Reporting Compliance", "PROPOSAL 2: ELECTION OF DIRECTORS", and "Executive
Officers", on pages 5 through 7 and 9 of Registrant's definitive Proxy
Statement, dated March 24, 2000, for its Annual Meeting of Shareholders to be
held April 26, 2000, is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information under the captions "Compensation Committee Interlocks and
Insider Participation", "Directors' Fees", "Executive Compensation", "Pension
Plan" and "Employment Contracts, Termination of Employment, and
Change-in-Control Arrangements" on pages 8 and 10 through 11 of Registrant's
definitive Proxy Statement, March 24, 2000, for its Annual Meeting of
Shareholders to be held April 26, 2000, is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the caption "Beneficial Ownership of Securities" on
pages 2 through 5 of Registrants's definitive Proxy Statement dated March 24,
2000, for its Annual Meeting of Shareholders to be held April 26, 2000, is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the captions "Compensation Committee Interlocks and
Insider Participation" and "Transactions with Management", on pages 8 and 12
through 13 of Registrant's definitive Proxy Statement dated March 24, 2000, for
its Annual Meeting of Shareholders to be held April 26, 2000, is incorporated
herein by reference.
PART IV
Item 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements:
The following consolidated financial statements of First Citizens
Bancorporation of South Carolina, Inc. and subsidiaries included on pages
27 through 50 of Registrant's 1999 Annual Report to Shareholders are
incorporated by reference in Item 8.
Report of Independent Accountants
Consolidated Statements of Condition
Consolidated Statements of Income
Consolidated Statements of Changes in Stockholders' Equity and
Comprehensive Income
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
All schedules are omitted as the required information is either
inapplicable or is presented in the consolidated financial statements of
the Registrant and its subsidiaries or Notes thereto incorporated herein by
reference.
(3) The following exhibits are either attached hereto or incorporated by
reference:
3.1 Articles of Incorporation of the Registrant as amended
(incorporated herein by reference to Exhibit 3.1 of the
Registrant's 1994 Annual Report on Form 10-K).
3.3 Bylaws of the Registrant as amended (incorporated herein by
reference to Exhibit 3.3 of the Registrant's 1999 Annual Report
on Form 10-K).
4.1 Amended and Restated Trust Agreement of FCB/SC Capital Trust I
(incorporated herein by reference to Exhibit 4.1 of Registrant's
Registration Statement No. 333-60319 filed with the SEC on July 31,
1998).
4.2 Form of Guaranty Agreement (incorporated herein by reference to
Exhibit 4.2 of Registrant's registration Statement No.333-60319
filed with the SEC on July 31, 1998).
4.3 Junior Subordinated Indenture between Registrant and Bankers Trust
Company, as Debenture Trustee (incorporated herein by reference to
Exhibit 4.3 of Registrant's Registration Statement No. 333-60319
filed with the SEC on July 31, 1998).
4.4 Form of Certificate evidencing Capital Securities (incorporated
herein by reference to Exhibit 4.5 in the Registrant's Registration
Statement No. 333-60319 filed with the SEC on July 31, 1998).
4.5 Form of Junior Subordinated Debenture (incorporated herein by
reference to Exhibit 4.6 in the Registrant's Registration Statement
No. 333-60319 filed with the SEC on July 31, 1998).
10.1a Term Loan Agreement (incorporated herein by reference to Exhibit
10.1 in the Registrant's 1987 Annual Report on Form 10-K).
10.1b Credit Agreement between First Citizens Bancorporation of South
Carolina and Wachovia Bank, N.A. (incorporated herein by reference
to Exhibit 10.1b in the Registrant's 1997 Annual Report on
Form 10-K).
10.2 Employment Agreement between E. Hite Miller, Sr. and the Bank
dated April 21, 1998 (incorporated herein by reference to Exhibit
10.2 in the Registrant's 1998 Annual Report on From 10-K).
*10.3 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank
and E. Hite Miller, Sr. (incorporated herein by reference to
Exhibit 10.3 in the Registrant's 1998 Annual Report on From 10-K).
*10.4 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank
and Jim B. Apple (incorporated herein by reference to Exhibit 10.4
in the Registrant's 1998 Annual Report on From 10-K).
*10.5 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank
and Jay C. Case (incorporated herein by reference to Exhibit 10.5
in the Registrant's 1998 Annual Report on From 10-K).
*10.6 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank
and Charles S. McLaurin, III (incorporated herein by reference to
Exhibit 10.6 in the Registrant's 1998 Annual Report on From 10-K).
*10.7 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1998, between the Bank
and Peter M. Bristow (incorporated herein by reference to Exhibit
10.7 in the Registrant's 1998 Annual Report on From 10-K).
13. Registrant's 1999 Annual Report to Shareholders (filed herewith).
21. Subsidiaries of the Registrant (filed herewith).
27. Financial Data Schedule (filed herewith).
**99. Registrant's Definitive Proxy Statement for the Annual Meeting to
be held April 26, 2000.
*Denotes a management contract or compensatory plan or arrangement in
which an executive officer or director of Registrant participates.
**Pursuant to Rule 12b-23(a)(3), this exhibit is not being refiled.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three month period ended
December 31, 1999.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: 03/27/2000 FIRST CITIZENS BANCORPORATION
---------- OF SOUTH CAROLINA, INC.
(Registrant)
By: /s/ Jay C. Case
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Jay C. Case, Treasurer and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
Signatures Title Date
- ---------- ----- ----
/s/ E. Hite Miller Chairman of the Board 03/27/2000
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E. Hite Miller, Sr.
/s/ Frank B. Holding Vice Chairman of the Board 03/27/2000
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Frank B. Holding
/s/ Jim B. Apple President and Director 03/27/2000
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Jim B. Apple
/s/ Peter Bristow Chief Operating Officer 03/27/2000
- ------------------------------- ----------
Peter Bristow
/s/ Jay C. Case Treasurer and Chief 03/27/2000
- ------------------------------- Financial Officer ----------
Jay C. Case
/s/ Richard W. Blackmon Director 03/27/2000
- ------------------------------- ----------
Richard W. Blackmon
/s/ George H. Broadrick Director 03/27/2000
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George H. Broadrick
/s/ Walter C. Cottingham Director 03/27/2000
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Dr. Walter C. Cottingham
/s/ Jack M. Edwards Director 03/27/2000
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Jack M. Edwards
/s/ William E. Hancock Director 03/27/2000
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William E. Hancock, III
/s/ Robert B. Haynes Director 03/27/2000
- ------------------------------- ----------
Robert B. Haynes
/s/ Wycliffe E. Haynes Director 03/27/2000
- ------------------------------- ----------
Wycliffe E. Haynes
/s/ Lewis M. Henderson Director 03/27/2000
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Lewis M. Henderson
Director
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Carmen P. Holding
Signatures Title Date
- ---------- ----- ----
/s/ Dan H. Jordan Director 03/27/2000
- ------------------------------- ----------
Dan H. Jordan
/s/ N. Welch Morrisette, Jr. Director 03/27/2000
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N. Welch Morrisette, Jr.
/s/ E. Perry Palmer Director 03/27/2000
- ------------------------------- ----------
E. Perry Palmer
/s/ William E. Sellers Director 03/27/2000
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William E. Sellers
/s/ Henry F. Sherrill Director 03/27/2000
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Henry F. Sherrill
FORM 10-K
EXHIBIT INDEX
Exhibit Number Exhibit
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3.1 Articles of Incorporation of Registrant (incorporated herein by
reference to Exhibit 3.1 of the Registrant's 1994 Annual Report on
Form 10-K).
3.3 Bylaws of the Registrant as amended (incorporated herein by reference to
Exhibit 3.3 of the Registrant's 1997 Annual Report on Form 10-K).
4.1 Amended and Restated Trust Agreement of FCB/SC Capital Trust I
(incorporated herein by reference to Exhibit 4.1 of Registrant's
Registration Statement No. 333-60319 filed with the SEC on July 31,
1998).
4.2 Form of Guaranty Agreement (incorporated herein by reference to Exhibit
4.2 of Registrant's registration Statement No. 333-60319 filed with the
SEC on July 31, 1998).
4.3 Junior Subordinated Indenture between Registrant and Bankers Trust
Company, as Debenture Trustee (incorporated herein by reference to
Exhibit 4.3 of Registrant's Registration Statement No. 333-60319 filed
with the SEC on July 31, 1998).
4.4 Form of Certificate evidencing Capital Securities (incorporated herein
by reference to Exhibit 4.5 in the Registrant's Registration Statement
No. 333-60319 filed with the SEC on July 31, 1998).
4.5 Form of Junior Subordinated Debenture (incorporated herein by reference
to Exhibit 4.6 in the Registrant's Registration Statement No. 333-60319
filed with the SEC on July 31, 1998).
10.1a Term Loan Agreement (incorporated herein by reference to Exhibit 10.1
of the Registrant's 1987 Annual Report on Form 10-K).
10.1b Credit Agreement between First-Citizens Bancorporation of South Carolina
and Wachovia Bank, N.A. (incorporated herein by reference to Exhibit
10.1b in the Registrant's 1997 Annual Report on Form 10-K).
10.2 Employment Agreement between E. Hite Miller, Sr. and the Bank
(incorporated herein by reference to Exhibit 10.2 in the Registrant's
1998 Annual Report on From 10-K).
10.3 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1999, between the Bank and E.
Hite Miller, Sr. (incorporated herein by reference to Exhibit 10.3 in
the Registrant's 1998 Annual Report on From 10-K).
10.4 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1999, between the Bank and
Jim B. Apple (incorporated herein by reference to Exhibit 10.4 in the
Registrant's 1998 Annual Report on From 10-K).
10.5 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1999, between the Bank and
Jay C. Case (incorporated herein by reference to Exhibit 10.5 in the
Registrant's 1998 Annual Report on From 10-K).
10.6 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1999, between the Bank and
Charles S. McLaurin, III (incorporated herein by reference to Exhibit in
the Registrant's 1998 Annual Report on From 10-K).
10.7 Employee Death Benefit and Post-Retirement Noncompetition and
Consultation Agreement, dated December 31, 1999, between the Bank and
Charles D. Cook
(incorporated herein by reference to Exhibit 10.7 in the Registrant's
1998 Annual Report on From 10-K).
10.8 Amended and Restated Trust Agreement of FCB/SC Capital Trust I
(incorporated herein by reference to Exhibit 4.1 of Registrant's
Registration Statement No. 333-60319 filed with the SEC on July 31,
1998).
10.9 Form of Guaranty Agreement (incorporated herein by reference to Exhibit
4.2 of Registrant's registration Statement No. 333-60319 filed with the
SEC on July 31, 1998).
10.10 Junior Subordinated Indenture between Registrant and Bankers Trust
Company, as Debenture Trustee (incorporated herein by reference to
Exhibit 4.3 of Registrant's Registration Statement No. 333-60319 filed
with the SEC on July 31, 1998).
13. Registrant's 1999 Annual Report to Shareholders (filed herewith)
21. Subsidiaries of Registrant (filed herewith)
27. Financial Data Schedule (filed herewith)
(Electronic filing only)
99. Registrant's Definitive Proxy Statement for the Annual Meeting to be
held April 26, 2000.*
*Pursuant to Rule 12b-23(a)(3), this exhibit is not being filed.