Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
FCNCA > SEC Filings for FCNCA > Form 8-K on 20-Dec-2012All Recent SEC Filings

Show all filings for FIRST CITIZENS BANCSHARES INC /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FIRST CITIZENS BANCSHARES INC /DE/


20-Dec-2012

Entry into a Material Definitive Agreement, Change in Director


Item 1.01 Entry into a Material Definitive Agreement.

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.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.




Item 9.01 Financial Statements and Exhibits

(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.


  Add FCNCA to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for FCNCA - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.