UNITED STATES
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): September 21, 2012 (September 17, 2012)
______________________________
FIRST CITIZENS BANCSHARES, INC.
(Exact name of registrant as
specified in its charter)
Tennessee
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0-11709
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62-1180360
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.)
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P.O. Box 370
One First Citizens Place
Dyersburg, Tennessee
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38024
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(Address of principal
executive offices)
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(Zip Code)
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Registrants telephone number,
including area code
(731) 285-4410
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2 below):
¨
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section
1 Registrants Business and Operations
Item 1.01.
Entry into a Material Definitive Agreement.
On September 17, 2012, First Citizens
National Bank (the Bank), a wholly-owned bank subsidiary of First Citizens
Bancshares, Inc. (the Company), and Community First Bank (Community First)
entered into a Purchase and Assumption Agreement (the Agreement) that
provides for the sale of certain assets and the transfer of certain liabilities
relative to Community Firsts branch office located at 9045 Carothers Parkway,
Franklin, Tennessee 37067 (the Cool Springs Branch). Under the terms of the
Agreement, the Bank will purchase certain assets of the Cool Springs Branch,
including the real property on which the Cool Springs Branch is located (the
Real Property), the leases associated with the Real Property, approximately
$26 million in loans (subject to adjustment between September 17, 2012 and the
closing date) and the fixtures and equipment which are associated with the Cool
Springs Branch. The Bank will also assume certain liabilities, including
substantially all of the deposit liabilities associated with the Cool Springs
Branch (which totaled approximately $56 million as of September 17, 2012). The
purchase price for the assets purchased by the Bank including the Real Property
will be Community Firsts net book value for such assets. The Bank will pay a
premium of 4% on the deposit liabilities assumed. To the extent that the
liabilities assumed by the Bank exceed the value of the assets purchased by the
Bank plus the amount of the deposit premium, Community First will make a cash
payment to the Bank equal to such difference. The Agreement includes customary
representations, warranties and covenants as well as customary indemnification
and termination provisions.
The foregoing is only a brief description of
the material terms of the Agreement, does not purport to be a complete
description of the rights and obligations of the parties thereunder and is
qualified in its entirety by the terms of the Agreement, a copy of which is
attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 8.01 Other Events.
On September 21, 2012, the Company and Community
First jointly issued a press release announcing the sale by Community First of
certain of the assets and liabilities of the Cool Springs Branch to the Bank. A
copy of the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits.
Exhibit No.
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Exhibit Description
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2.1
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Purchase
and Assumption Agreement, dated September 17, 2012, by and between First
Citizens National Bank and Community First Bank & Trust*
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99.1
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Press
release of First Citizens National Bank and Community First Bank dated
September 21, 2012.
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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 hereunto duly authorized.
FIRST
CITIZENS BANCSHARES, INC.
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By:
/s/ Laura Beth Butler
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Laura Beth Butler
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Executive Vice President, Secretary &
Chief
Financial Officer
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Date: September 21, 2012