Notice of Guaranteed Delivery
for Tender of Any and All of the Outstanding
8.05% Capital Securities
(Liquidation Amount $1,000 per Capital Security)
of
FCB/NC Capital Trust I
Fully and Unconditionally Guaranteed by First Citizens BancShares, Inc.
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Issuer Trust's (as defined below) 8.05% Capital Securities
issued on March 5, 1998 (the "Old Capital Securities") are not immediately
available, (ii) Old Capital Securities, the Letter of Transmittal and all other
required documents cannot be delivered to Bankers Trust Company (the "Exchange
Agent") on or prior to 5:00 p.m., New York City time, on the Expiration Date
(as defined in the Prospectus referred to below) or (iii) the procedures for
delivery by book-entry transfer cannot be completed on a timely basis. This
Notice of Guaranteed Delivery may be delivered by hand, overnight courier or
mail, or transmitted by facsimile transmission, to the Exchange Agent on or
prior to the Expiration Date. See "The Exchange Offer -- Procedure for
Tendering Old Capital Securities" in the Prospectus.
Capitalized terms used but not defined herein have the meanings given them
in the Prospectus.
The Exchange Agent for the Exchange Offer is:
Bankers Trust Company
By Mail: By Hand: By Overnight Mail:
BT Services Tennessee, Inc. Bankers Trust Company BT Services Tennessee, Inc.
Corporate Trust and Agency Group Corporate Trust and Agency Group Corporate Trust and Agency Group
Reorganization Unit Receipt and Delivery Window Reorganization Unit
P.O. Box 292737 123 Washington Street, 1st Floor 648 Grassmere Park Road
Nashville, TN 37229-2737 New York, NY 10006 Nashville, TN 37211
For Information Call:
(800) 735-7777
Confirm: (615) 835-3572
Facsimile: (615) 835-3701
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to FCB/NC Capital Trust I, a Delaware
business trust (the "Issuer Trust"), upon the terms and subject to the
conditions set forth in the Prospectus dated August 24, 1998 (as the same may
be amended or supplemented from time to time, the "Prospectus"), and the
related Letter of Transmittal (which together constitute the "Exchange Offer"),
receipt of which is hereby acknowledged, the aggregate Liquidation Amount of
Old Capital Securities set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange Offer --
Procedure for Tendering Old Capital Securities."
All authority herein conferred or agreed to be conferred in this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, personal representatives, trustees
in bankruptcy, legal representatives, successors and assigns of the
undersigned.
Liquidation Amount Tendered: $-----------------------------
Name(s) of Registered Holder(s):-----------------------------
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Certificate No(s)(if available):-----------------------------
-------------------------------------------------------------
Total Liquidation Amount represented by
Old Capital Securities Certificate(s):
$------------------------------------------------------------
PLEASE SIGN HERE:
-------------------------------------------------------------
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(Signature(s) of Owner(s) or Authorized Signatory)
Date: ------------------------------------------------ , 1998
Area code and telephone number:------------------------------
If Old Capital Securities will be tendered by book-entry transfer, provide
the following information:
DTC Account Number:------------------------------------------
Transaction Number:------------------------------------------
Must be signed by the holder(s) of the Old Capital Securities exactly as
their name(s) appear(s) on certificate(s) for the Old Capital Securities or on
a security position listing, or by person(s) authorized to become registered
holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or other person
acting in a fiduciary or representative capacity, please set forth the signer's
full title. Please print name(s) and address(es)
Names:-------------------------------------------------------
-------------------------------------------------------------
-------------------------------------------------------------
Capacity:----------------------------------------------------
Address:-----------------------------------------------------
-------------------------------------------------------------
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THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker or government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association
or clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either the Old Capital
Securities tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Old Capital Securities to the Exchange Agent's
account at The Depository Trust Company ("DTC") pursuant to the procedures for
book-entry transfer set forth in the Prospectus, in either case together with
one or more properly completed and duly executed Letter(s) of Transmittal (or
facsimile thereof) and any other required documents within five (5) New York
Stock Exchange trading days after the date of execution of this Notice of
Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal (or facsimile thereof) and the Old Capital Securities tendered
hereby to the Exchange Agent within the time period set forth above and that
failure to do so could result in a financial loss to the undersigned.
Name of Firm-------------------------------------------------
Authorized Signature-----------------------------------------
Name:--------------------------------------------------------
Address:-----------------------------------------------------
(Please Type or Print)
Title:-------------------------------------------------------
Date:--------------------------------------------------------
Area code and telephone number-------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR OLD CAPITAL SECURITIES WITH THIS NOTICE OF
GUARANTEED DELIVERY. ACTUAL SURRENDER OF OLD CAPITAL SECURITIES MUST BE
MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.