SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 8, 1999
(January 25, 1999)
FIRST CITIZENS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Georgia 333-4304 58-2232785
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
19 Jefferson Street, Newnan, Georgia 30263
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 253-5017
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant
On January 26, 1999, First Citizens Corporation (the "Company") entered
into an Agreement and Plan of Reorganization (the "Agreement") with BB&T
Corporation ("BB&T"). Pursuant to the Agreement, the Company will merge with
BB&T in a stock-for-stock exchange (the "Merger"). Under the terms of the
Agreement, BB&T will exchange 1.0789 shares of its common stock for each share
of the Company's common stock, subject to possible adjustment.
The Merger is subject to approval of Company shareholders, federal and
state bank regulatory authorities and other customary closing conditions. The
Company and BB&T issued a press release on January 27, 1999 describing the
proposed transaction.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization by and
between First Citizens Corporation and BB&T
Corporation
Item 8. Change in Fiscal Year
On July 2, 1998, the Company filed a Form 8-K disclosing that the Board of
Directors had approved changing its fiscal year end from March 31 to December
31. However, because of the proposed acquisition of the Company by BB&T
described in Item 1, on January 25, 1999, the Board of Directors approved
changing the fiscal year end of the Company back to March 31.
SIGNATURE
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 hereunto duly authorized.
FIRST CITIZENS CORPORATION
By:/s/ Tom Moat
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Its: President
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Date: February 8, 1999
INDEX TO EXHIBITS
Exhibit No. Description Page
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2.1 Agreement and Plan of Reorganization by
and between First Citizens Corporation
and BB&T Corporation