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| FCNCA > SEC Filings for FCNCA > Form 8-K on 20-Dec-2012 | All Recent SEC Filings |
20-Dec-2012
Entry into a Material Definitive Agreement, Change in Director
On December 20, 2012, First Citizens BancShares, Inc. (the "Company") entered into Stock Sale and Purchase Agreements (each an "Agreement" and collectively, the "Agreements") with Ms. Carmen Holding Ames, a director of the Company ("Ms. Ames"), and certain of her affiliates (each a "Seller" and collectively, the "Sellers"). Pursuant to the Agreements, the Company repurchased from the Sellers, at a purchase price of $155 per share, a total of 593,954 shares of the Company's Class B Common Stock, resulting in an aggregate purchase price to the Sellers of $92,062,870.
The Agreements were approved by the independent members of the Company's Board of Directors following a recommendation by a special committee of independent members of the Company's Board of Directors. The terms of each Agreement are similar and each Agreement contains customary representations and warranties and mutual indemnification obligations with respect to breaches of the Agreement. In addition, pursuant to the Agreements, each Seller has agreed to a general release of claims against the Company.
The foregoing summary of the Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreements, copies of which are attached hereto as Exhibits 10.1 - 10.7 and are incorporated by reference herein.
In connection with entering into an Agreement with the Company, Ms. Ames resigned from her position as a member of the Company's Board of Directors, effective immediately. Ms. Ames' resignation as a director of the Company was not in connection with any known disagreement with the Company on any matter.
(d) Exhibits
Exhibit No. Description
Exhibit 10.1 Stock Sale and Purchase Agreement, dated December 20, 2012,
by and between the Company and Ms. Ames.
Exhibit 10.2 Stock Sale and Purchase Agreement, dated December 20, 2012,
by and among the Company, The Fidelity Bank, in its capacity
as Trustee for the Irrevocable Trust (CSH DYNASTY) dated
January 17, 2011, and Ms. Ames, in her capacity as Investment
Manager for the Irrevocable Trust (CSH DYNASTY) dated January
17, 2011.
Exhibit 10.3 Stock Sale and Purchase Agreement, dated December 20, 2012,
by and among the Company, The Fidelity Bank, in its capacity
as Trustee for the Irrevocable Trust (LRH DYNASTY) dated
January 17, 2011, and Ms. Ames, in her capacity as Investment
Manager for the Irrevocable Trust (LRH DYNASTY) dated January
17, 2011.
Exhibit 10.4 Stock Sale and Purchase Agreement, dated December 20, 2012,
by and among the Company, The Fidelity Bank, in its capacity
as Trustee for the Lewis R. Holding Revocable Trust, and Ms.
Ames, as Investment Manager.
Exhibit 10.5 Stock Sale and Purchase Agreement, dated December 20, 2012,
by and among the Company, The Fidelity Bank, in its capacity
as Trustee for the Irrevocable Trust 1990 dated January 17,
2011, and Ms. Ames, in her capacity as Investment Manager for
the Irrevocable Trust 1990 dated January 17, 2011.
Exhibit 10.6 Stock Sale and Purchase Agreement, dated December 20, 2012,
by and among the Company, The Fidelity Bank, in its capacity
as Trustee for the Irrevocable Trust 1976 dated January 17,
2011, and Ms. Ames, in her capacity as Investment Manager for
the Irrevocable Trust 1976 dated January 17, 2011.
Exhibit 10.7 Stock Sale and Purchase Agreement, dated December 20, 2012,
by and among the Company, The Fidelity Bank, in its capacity
as Trustee for the Irrevocable Trust 1979 dated January 17,
2011, and Ms. Ames, in her capacity as Investment Manager for
the Irrevocable Trust 1979 dated January 17, 2011.
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