SECURITIES AND EXHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
February 16, 1999
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Date of Report (Date of earliest event reported):
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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ITEM 5. OTHER EVENTS
On February 16, 1999, Registrant announced that it had entered into a letter of
intent to acquire The Exchange Bank of South Carolina ("Exchange Bank"),
Kingstree, South Carolina. A copy of Registrant's press release announcing the
proposed transaction is attached as Exhibit 99.1 to this Report.
On February 25, 1999, Registrant and Exchange Bank entered into a definitive
agreement pertaining to the proposed transaction. Pursuant to the agreement,
Exchange Bank would be acquired by Registrant in a transaction that is expected
to be accounted for as a purchase. Subject to certain limitations, Exchange
Bank's shareholders would become entitled to elect to receive (I) .5334 shares
of Registrant's common stock, (II) a note in the principal amount of $200.00, or
(III) $200.00 in cash, in exchange for each of their shares of Exchange Bank's
outstanding common stock; provided, however, that not less than 50% and not more
than 60% of the aggregate consideration in the proposed transaction may be in
the form of Registrant's common stock. The aggregate value of consideration to
be paid by Registrant would be approximately $15 million, based on the current
market value of Registrant's common stock. The definitive agreement
contemplates that Exchange Bank would operate under its current name as a
separate wholly-owned subsidiary of Registrant.
The proposed transaction is subject to the approval of Exchange Bank's
shareholders and to required regulatory approvals, and is expected to be
completed during the third quarter of 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following document is filed as an exhibit to this Report.
Exhibit 99.1 - Registrant's News Release dated February 16, 1999
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.
Date: March 8, 1999 /s/ Jay C. Case
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Jay C. Case
Executive Vice President/CFO
EXHIBIT INDEX
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EXHIBIT DESCRIPTION
99.1 News Release, issued by the registrant on February 16, 1999.