FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1997 Commission File Number 0-11172
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0738665
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1230 Main Street
Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (803) 733-3456
No Change
(Former name, former address and former fiscal year, if changed since
last report.)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at July 31, 1997
Voting Common Stock, $5.00 Par Value 892,813 Shares
Non-voting Common Stock, $5.00 Par Value 36,409 Shares
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA AND SUBSIDIARY
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET - UNAUDITED (DOLLARS IN THOUSANDS)
JUNE 30, December 31, June 30,
1997 1996 1996
ASSETS
Cash and due from banks: $103,765 $103,844 $73,223
Interest-bearing deposits in financial institutions 8,950 11,300 12,150
Investment securities:
Held-to-maturity 506,354 467,798 452,270
Available-for-sale 19,247 17,653 14,426
Total securities 525,601 485,451 466,696
Federal funds sold 21,800 0 0
Gross loans and discounts 1,347,074 1,269,779 1,184,779
Less: Reserve for loan losses (24,916) (23,483) (22,500)
Net loans and discounts 1,322,158 1,246,296 1,162,279
Other real estate owned 535 518 797
Other assets 105,955 100,290 93,002
TOTAL ASSETS $2,088,764 $1,947,699 $1,808,147
=========== =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand 315,415 $283,590 269,171
Time & Savings 1,468,839 1,377,482 1,287,461
Total deposits 1,784,254 1,661,072 1,556,632
Federal funds purchased 0 0 4,000
Securities sold under repurchase agreements 139,514 132,891 103,307
Other liabilities 21,703 21,095 22,876
TOTAL LIABILITIES 1,945,471 1,815,058 1,686,815
Stockholders' Equity:
Preferred stock 3,282 3,282 3,282
Non-voting common stock - $5.00 par value, authorized
1,000,000; issued and outstanding June 30, 1997 and
December 31, 1996 - 36,409 and June 30, 1996 - 47,720 182 182 239
Voting common stock - $5.00 par value, authorized 2,000,000;
issued and outstanding June 30, 1997, December 31, 1996
and June 30, 1996 - 892,813 4,464 4,464 4,464
Surplus 55,000 55,000 55,000
Undivided profits 70,304 60,688 51,624
Unrealized gain on investment securities available-for-sale, net of taxes 10,061 9,025 6,723
TOTAL STOCKHOLDERS' EQUITY 143,293 132,641 121,332
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,088,764 $1,947,699 $1,808,147
=========== =========== ==========
Page 2
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME - UNAUDITED
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
QUARTER ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
-----------------------------------------------------------------
1997 1996 % Change 1997 1996 % Change
------------------------------ ------------------------------
INTEREST INCOME AND FEES:
Loans $29,284 $25,297 15.76% $56,810 $49,867 13.92%
United States Government obligations 6,815 6,463 5.45% 13,209 12,859 2.72%
Mortgage-backed securities 23 26 -11.54% 47 55 -14.55%
Tax-exempt securities 501 527 -4.93% 1,046 1,096 -4.56%
Other securities and federal funds sold 474 412 15.05% 1,277 1,046 22.08%
37,097 32,725 13.36% 72,389 64,923 11.50%
INTEREST EXPENSE:
Deposits 13,985 12,415 12.65% 27,195 25,120 8.26%
Short-term borrowings 1,829 1,290 41.78% 3,751 2,604 44.05%
Long-term borrowings 184 220 -16.36% 373 447 -16.55%
15,998 13,925 14.89% 31,319 28,171 11.17%
Net interest income 21,099 18,800 12.23% 41,070 36,752 11.75%
Provision for loan losses 1,403 1,290 8.76% 2,400 2,310 3.90%
Net interest income after
provision for loan losses 19,696 17,510 12.48% 38,670 34,442 12.28%
NONINTEREST INCOME:
Service charges on deposit accounts 3,384 2,816 20.17% 6,656 5,521 20.56%
Fees for other customer services 2,090 1,828 14.33% 3,897 3,444 13.15%
Securities gains 48 0 100.00% 48 0 100.00%
Other 387 588 -34.18% 909 1,139 -20.19%
5,909 5,232 12.94% 11,510 10,104 13.92%
NONINTEREST EXPENSE:
Salaries and employee benefits 8,349 7,185 16.20% 16,289 14,179 14.88%
Net occupancy expense 686 589 16.47% 1,345 1,183 13.69%
Furniture and equipment expense 378 438 -13.70% 796 808 -1.49%
Depreciation expense 1,033 856 20.68% 1,945 1,615 20.43%
Amortization of intangibles 2,211 1,664 32.87% 4,340 3,250 33.54%
Other 5,368 4,971 7.99% 10,407 9,880 5.33%
18,025 15,703 14.79% 35,122 30,915 13.61%
Income before income taxes 7,580 7,039 7.69% 15,058 13,631 10.47%
Applicable income taxes 2,686 2,387 12.53% 5,356 4,819 11.14%
NET INCOME $4,894 $4,652 5.20% $9,702 $8,812 10.10%
======= ======= ======= =======
NET INCOME PER COMMON SHARE $5.22 $4.90 6.53% $10.35 $9.28 11.51%
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 929,222 940,533 -1.20% 929,222 940,713 -1.22%
PAGE 3
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED
(DOLLARS IN THOUSANDS):
Non- Unrealized Total
Voting Voting Gain on Stock-
Preferred Common Common Undivided Investment holders'
Stock Stock Stock Surplus Profits Securities Equity
----------- --------- ---------- ------------ ------------ ------------ ----------
BALANCE AT DECEMBER 31, 1995 3,282 254 4,464 55,000 43,152 5,934 112,086
Net income 8,812 8,812
Preferred stock dividends (85) (85)
Reacquired non-voting
common stock (15) (255) (270)
Change in unrealized gain
on investment securities
available-for-sale, net of taxes 642 642
BALANCE AT JUNE 30, 1996 3,282 239 4,464 55,000 51,624 6,576 121,185
Net income 10,142 10,142
Preferred stock dividends (86) (86)
Reacquired non-voting
common stock (57) (992) (1,049)
Change in unrealized gain
on investment securities
available-for-sale, net of taxes 2,449 2,449
BALANCE AT DECEMBER 31, 1996 3,282 182 4,464 55,000 60,688 9,025 132,641
Net income 9,702 9,702
Preferred stock dividends (86) (86)
Change in unrealized gain
on investment securities
available-for-sale, net of taxes 1,036 1,036
BALANCE AT JUNE 30, 1997 $3,282 $182 $4,464 $55,000 $70,304 $10,061 $143,293
======= ===== ======= ======== ======== ======== ========
Page 4
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED (DOLLARS IN THOUSANDS)
Six Months Ended
June 30,
-----------------------------
1997 1996
-----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $9,702 $8,812
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses 2,400 2,310
Depreciation and amortization 6,247 4,894
Accretion of investment securities (140) (112)
Provision for deferred income taxes (12,441) (793)
Gains on sales of premises and equipment (5) (96)
Increase in interest income accrued, not collected (364) (395)
Increase in accrued interest payable 405 17
Originations of loans held for resale (31,167) (31,625)
Proceeds from sales of loans held for resale 36,123 27,479
Losses/(gains) on sales of loans held for resale 98 (116)
Decrease/(increase) in other assets 10,548 (260)
Increase in other liabilities (124) (1,433)
=============================
NET CASH PROVIDED BY OPERATING ACTIVITIES 21,282 8,682
=============================
CASH FLOWS FROM INVESTING ACTIVITIES:
Net increase in loans (80,624) (67,221)
Proceeds from maturities of investment securities, held to maturity 129,163 101,580
Purchases of investment securities, held to maturity (167,579) (101,943)
Net decrease in interest bearing deposits 2,350 525
Increase in federal funds sold (21,800) 0
Proceeds from sales of premises and equipment 321 268
Purchases of premises and equipment (4,351) (5,349)
Decrease in other real estate owned (17) (324)
Net increase/(decrease) in intangible assets (48) 66
Purchase of institutions, net of cash acquired 57,588 4,543
=============================
NET CASH USED IN INVESTING ACTIVITIES (84,997) (67,855)
=============================
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 58,349 55,910
(Decrease)increase in federal funds purchased and securities sold
under agreements to repurchase 6,623 (11,200)
Term loan payments (1,250) (850)
Cash dividends paid (86) (86)
Reacquired common stock 0 (270)
=============================
NET CASH PROVIDED BY FINANCING ACTIVITIES 63,636 43,504
=============================
DECREASE IN CASH AND DUE FROM BANKS (79) (15,669)
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 103,844 88,892
=============================
CASH AND DUE FROM BANKS AT END OF PERIOD $103,765 $73,223
=============================
Supplemental disclosures of cash flow information:
Interest paid $31,724 $28,188
=============================
Income taxes paid $6,751 $5,290
=============================
Page 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of Bancorporation's significant accounting policies is set forth in
Note 1 to the Consolidated Financial Statements in Bancorporation's Annual
Report on Form 10-K for 1996. The significant accounting policies used during
the current quarter are unchanged from those disclosed in the 1996 Annual
Report.
In June 1996, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 125 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities". This
statement which is effective for transactions on or after January 1, 1997
establishes a new framework for accounting for transfers, sales and servicing of
financial assets and extinguishments of liabilities. The statement requires an
entity to recognize each of the components of the financial instruments it
controls, derecognize the components of the assets it has surrendered control
over and derecognize liabilities which it has paid or been legally released
from. In that Bancorporation had previously adopted SFAS No. 122, "Accounting
for Mortgage Servicing Rights", the effects of adopting SFAS No. 125 were not
material to the consolidated financial statements.
MANAGEMENT'S OPINION
The preceding financial statements and the notes thereto are unaudited; however,
in the opinion of management, all adjustments comprising all normal recurring
accruals necessary for a fair presentation of financial statements have been
included. Certain amounts in prior periods have been reclassified to conform to
the 1997 presentation.
Page 6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SUMMARY: (dollars in thousands)
Quarter ended Six Months Ended
June 30, June 30,
SELECTED AVERAGE BALANCES: 1997 1996 1997 1996
Total assets $2,034,822 $1,791,536 $2,011,460 $1,780,698
Gross loans 1,329,859 1,160,825 1,304,793 1,140,675
Short term borrowed funds 150,036 108,183 155,521 110,179
Long term debt 8,868 10,915 9,250 11,121
Noninterest bearing deposits 292,568 253,200 284,400 244,369
Total deposits 1,720,572 1,539,446 1,694,386 1,528,408
Stockholders' Equity 141,394 119,735 138,636 117,315
QUALITY DATA:
Nonperforming assets 3,262 4,150 3,262 4,150
Net loan losses 584 422 967 963
Reserve for loan losses 24,916 22,500 24,916 22,500
RATIOS:
Return on assets .96% 1.04% .96% .99%
Return on equity 13.85% 15.54% 14.00% 15.02%
Nonperforming assets to gross loans .25% .36% .25% .36%
Annualized net chargeoffs to gross loans .18% .15% .15% .17%
Reserve for loan losses
to gross loans 1.85% 1.90% 1.85% 1.90%
Reserve for loan losses times
nonperforming assets 7.64x 5.42x 7.64x 5.42x
Bancorporation continues to introduce innovative new products and services and
new methods to deliver those products and services. For example, commercial
customers can now receive check imaging on CD-ROM. Small business strategy is
being implemented throughout the state, offering new products such as Capital
Line and VISA Business Credit Card. Capital Line is a line of credit for
business customers, and VISA Business Credit Card offers business customers
separate credit lines for employees and management reporting of card activity.
Bancorporation continues to expand and improve facilities with five branches
currently under construction and the addition of eleven ATM's in the last year,
with three added in the second quarter.
ACQUISITIONS: (dollars in thousands)
Bancorporation continues to look for opportunities to expand business though
acquisitions. In the second quarter, the Bancorporation purchased assets and
assumed deposits of three offices of another financial institution. Total assets
purchased were $3,989. Deposits assumed totaled $47,583. A premium of $3,505 was
paid for deposits. An acquisition of a branch in Chester from another
institution is planned for the third quarter of 1997. Total assets purchased
will be approximately $900 and deposits assumed will be approximately $22,600.
The premium to be paid for this acquisition is based on deposit levels at
closing and is estimated to be $2,375.
Page 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)
INVESTMENT SECURITIES: (dollars in thousands)
As of June 30, 1997, the investment portfolio was $525,601 compared to $466,696
for the same period in 1996. Bancorporation continues to invest primarily in
short-term U.S. Government obligations thereby minimizing credit, interest rate
and liquidity risk. The portfolio was comprised of 89.34% U.S. Government
obligations as of June 30, 1997 as compared to 88.30% for the same period in
1996. The remainder of the investment portfolio principally consists of
municipal bonds owned by the Bank and equity securities owned by Bancorporation.
LOANS:
Growth in loans is attributed primarily to strong loan demand. The loan
portfolio mix did not change significantly and no major change is expected in
1997. The growth was funded by deposits acquired through acquisitions and growth
in core deposits and short-term borrowings.
CAPITAL RATIOS:
June 30
1997 1996
Tier I leverage ratio 5.76% 5.77%
Risk based capital ratio total 10.38% 10.77%
Tier I 8.95% 9.16%
Tier II 1.43% 1.61%
Regulatory agencies divide capital into Tier I, consisting of stockholders'
equity less ineligible intangible assets, and Tier II, consisting of the
allowable portion of the reserve for loan losses and certain long-term debt.
Capital adequacy is measured by applying both capital levels to the Bank's
risk-adjusted assets and off-balance sheet items. Regulatory requirements
presently specify that Tier I capital should exclude the market appreciation or
depreciation of securities available-for-sale arising from valuation adjustments
under SFAS No. 115. In addition to these capital ratios, regulatory agencies
have established a Tier I leverage ratio which measures Tier I capital to
average assets less ineligible intangible assets.
Regulatory guidelines require a minimum total capital to risk-adjusted assets
ratio of 8 percent (with 50 percent consisting of tangible common stockholders'
equity) and a minimum Tier I leverage ratio of 3 percent. Banks which meet or
exceed a Tier I ratio of 6 percent, a total risk based capital ratio of 10
percent and a Tier I leverage ratio of 5 percent are considered well-capitalized
by regulatory standards.
Although acquisitions in the second quarter reduced Tier I capital by $3,635,
the Bank remains well- capitalized by regulatory standards. Although the effect
of the expected acquisition in the third quarter will affect risk-based capital,
that transaction is not expected to affect the Bank's status as well-
capitalized by regulatory standards.
Page 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
NET INTEREST INCOME (CONTINUED):
TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS* (DOLLARS IN THOUSANDS)
QUARTER ENDED JUNE 30,
Average Volume Interest Average Rate
1997 1996 1997 1996 1997 1996
$1,329,859 $1,160,825 $29,351 $25,337 8.85 8.78
486,838 432,722 6,897 6,527 5.68 6.07
35,867 39,024 772 811 8.63 8.36
17,733 12,670 238 171 5.38 5.43
9,568 12,150 177 204 7.42 6.75
1,879,865 1,657,391 37,435 33,050 7.99 8.02
---------- ---------- ------- -------
76,712 63,681
52,270 47,487
25,975 22,977
154,957 134,145
$2,034,822 $1,791,536
=========== ===========
$1,428,004 $1,286,246 13,985 12,415 3.93 3.88
150,036 108,183 1,829 1,289 4.89 4.79
8,868 10,915 184 221 8.32 8.14
1,586,908 1,405,344 15,998 13,925 4.04 3.99
292,568 253,200
13,952 13,257
306,520 266,457
141,394 119,735
$2,034,822 $1,791,536
=========== ===========
3.95 4.03
$21,437 $19,125 4.57 4.64
======== ======== ===== =====
Variance Due To
Rate Volume Variance
INTEREST-EARNING ASSETS:
Loans $274 $3,740 $4,014
Taxable investment securities (398) $768 370
Non-taxable investment securities 29 ($68) (39)
Federal funds sold (1) $68 67
Other earning assets 21 ($48) (27)
Total interest-earning assets (75) 4,460 4,385
NONINTEREST-EARNING ASSETS:
Cash and due from banks
Premises and equipment
Other, less reserve for loan losses
Total noninterest-earning assets
TOTAL ASSETS
INTEREST-BEARING LIABILITIES:
Deposits 177 $1,393 1,570
Federal funds purchased and securities
sold under agreements to repurchase 28 $512 540
Long-term debt 6 ($43) (37)
Total interest-bearing liabilities 211 1,862 2,073
NONINTEREST-BEARING LIABILITIES:
Demand deposits
Other liabilities
Total noninterest-bearing liabilities
Stockholders' equity
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
Interest rate spread
Net Interest Margin ($286) $2,598 $2,312
====== ======= ======
* Interest income and yields are presented on a fully taxable equivalent basis
using the federal income tax rate and state tax rates, as applicable.
Page 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
NET INTEREST INCOME (CONTINUED):
TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS* (DOLLARS IN THOUSANDS)
FOR SIX MONTHS ENDED JUNE 30,
Average Volume Interest Average Rate
1997 1996 1997 1996 1997 1996
$1,304,793 $1,140,675 $56,983 $50,031 8.81 8.82
470,977 431,621 13,384 13,039 5.73 6.08
37,662 40,563 1,610 1,686 8.55 8.31
31,139 19,814 804 518 5.21 5.26
10,227 12,164 344 403 6.78 6.66
1,854,798 1,644,837 73,125 65,677 7.95 8.03
78,746 65,636
51,546 46,135
26,370 24,090
156,662 135,861
$2,011,460 $1,780,698
$1,409,986 $1,284,039 27,195 25,120 3.89 3.93
155,521 110,179 3,751 2,604 4.86 4.75
9,250 11,121 373 447 8.13 8.08
1,574,757 1,405,339 31,319 28,171 4.01 4.03
284,400 244,369
13,667 13,675
298,067 258,044
138,636 117,315
$2,011,460 $1,780,698
=========== ===========
3.94 4.00
$41,806 $37,506 4.54 4.59
Variance Due To
Rate Volume Variance
INTEREST-EARNING ASSETS:
Loans ($277) $7,229 $6,952
Taxable investment securities (783) 1,128 345
Non-taxable investment securities 48 (124) (76)
Federal funds sold (9) 295 286
Other earning assets 7 (66) (59)
Total interest-earning assets (1,014) 8,462 7,448
NONINTEREST-EARNING ASSETS:
Cash and due from banks
Premises and equipment
Other, less reserve for loan losses
Total noninterest-earning assets
TOTAL ASSETS
INTEREST-BEARING LIABILITIES:
Deposits ($375) $2,450 $2,075
Federal funds purchased and securities
sold under agreements to repurchase 45 1,102 1,147
Long-term debt 2 (76) (74)
Total interest-bearing liabilities (328) 3,476 3,148
NONINTEREST-BEARING LIABILITIES:
Demand deposits
Other liabilities
Total noninterest-bearing liabilities
Stockholders' equity
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
Interest rate spread
Net interest margin ($686) $4,986 $4,300
* Interest income and rates are presented on a fully taxable equivalent basis
using the federal income tax rate and state tax rates, as applicable.
Page 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (continued)
NET INTEREST INCOME: (dollars in thousands)
The increase in net interest income in the second quarter was due to growth in
interest earning assets, primarily commercial and residential mortgage loans.
The yield increased on non-taxable investment securities due to replacing
matured securities with investments at a higher yield.
PROVISION AND RESERVE FOR LOAN LOSSES: (dollars in thousands)
The provision for loan losses reflects management's assessment of the adequacy
of the allowance for loan losses to absorb potential losses inherent in the loan
portfolio due to a decline in credit conditions or change in risk profile.
Factors considered in this assessment include growth and mix of the loan
portfolio, current and anticipated economic conditions and historical credit
loss experience.
Provision and Reserve for Loan Losses: (dollars in thousands)
Quarter ended Six Month Ended
June 30, June 30,
Reserve for loan losses: 1997 1996 1997 1996
Balance at beginning of period $24,097 $21,632 $23,483 $21,153
Provision for loan losses 1,403 1,290 2,400 2,310
Chargeoffs (1,025) (817) (1,643) (1,601)
Recoveries 441 395 676 638
Net chargeoffs (584) (422) (967) (963)
Balance at end of period $24,916 $22,500 $24,916 $22,500
Nonperforming assets $ 3,262 $ 4,150 $ 3,262 $ 4,150
Annualized net chargeoffs to:
Average loans .18% .15% .15% .17%
Loans at end of period .17% .14% .14% .16%
Reserve for loan losses 9.38% 7.50% 7.76% 8.56%
NONINTEREST INCOME AND EXPENSE: (dollars in thousands)
Total noninterest income increased $677 or 12.94% and $1,406 or 13.92% for the
quarter and six months ended June 30, 1997, respectively. Growth in both periods
was primarily due to an increase in service charges on deposit accounts as the
result of growth in the number of deposit accounts and an increased emphasis on
collecting service fees formerly waived. Also adding to the increase was a one
time securities gain of $48 in the second quarter.
Total noninterest expense was up $2,322 or 14.79% and $4,207 or 13.61% for the
quarter and six months ended June 30, 1997, respectively. Most of the increase
in both periods was due to an increase in goodwill amortization related to new
branch acquisitions and a related increase in salaries and employee benefits.
Page 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Neither Registrant nor its subsidiary, First-Citizens Bank and Trust Company of
South Carolina, nor its subsidiaries, 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 2. Changes in Securities.
Not Applicable.
Item 3. Defaults upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
The annual Meeting of Shareholders of Registrant was held on April 23, 1997. At
the meeting, Shareholders voted to fix the number of Directors at 18 for 1997,
and the 18 Nominees named in Registrant's Proxy Statement, dated March 14, 1997,
were elected as Directors for a term of 1 year. No other matters were voted on
at the meeting, and there was no solicitation in opposition to management's
Nominees listed in the Proxy Statement.
Item 5. Other Information (dollars in thousands).
On June 19, 1997, Registrant purchased the assets and assumed the deposits of
three offices of another financial institution located in Abbeville, Jonesville
and Laurens, South Carolina. Total assets purchased were $3,989 and deposits
assumed totaled $47,583. A premium of $3,505 was paid on deposits purchased and
will be amortized over five years using the straight-line method of
amortization.
Pro forma financial information is not attached for the purchase since the
business acquired is not considered a "significant subsidiary" per Rule 1-02(v).
Registrant also has entered into an agreement to purchase an office from another
institution. Total assets purchased will be approximately $900 and deposits
assumed will be approximately $22,600. The premium to be paid for this
acquisition is based on deposit levels at closing and is estimated to be $2,375.
This acquisition is expected to close in the third quarter of 1997.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
11 Statement Re Computation of Earnings Per Share
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended June 30, 1997
Page 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
(Registrant)
Dated: 08/12/97 By: /s/ Jay C. Case
Jay C. Case, Treasurer
(Chief Financial Officer)
Page 13