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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): February 1, 2020
_________________________________________________________________
First Citizens BancShares Inc /DE/
(Exact name of registrant as specified in its charter)
Delaware
001-16715
56-1528994
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

4300 Six Forks Road
Raleigh
North Carolina
27609
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (919) 716-7000
________________________________________________________________________________
(Former name or former address, if changed since last report)

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:
☐
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))

Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, Par Value $1
FCNCA
Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 8.01. Other Events
On February 1, 2020, First-Citizens Bank & Trust Company (“FCB”), the wholly-owned subsidiary of First Citizens BancShares, Inc. (“BancShares”), consummated its acquisition of Duluth, Georgia-based Community Financial Holding Co. Inc. (“Community Financial”) and its bank subsidiary, Gwinnett Community Bank.
A copy of the press release issued by FCB is attached as Exhibit 99.1 to this Report.
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits. The following exhibit accompanies this report.
Exhibit No.
 
Description
 
 
99.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Disclosures About Forward Looking Statements
This Current Report on Form 8-K (this “Report”) may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of BancShares and its management about future events. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those described in the statements. Forward-looking statements in this Report include statements about the benefits of the proposed merger (“the Merger”) to FCB, other statements concerning opinions or judgments of BancShares and its management about future events, future financial and operating results and the respective plans, objectives, and intentions. The accuracy of such forward-looking statements could be affected by factors beyond BancShares’ control, including, but not limited to, uncertainties as to the Merger, the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, disruption from the Merger with customer, supplier, or employee relationships, the possibility the amount of the costs, fees, expenses, and charges related to the Merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, the risk of potential litigation or regulatory action related to the Merger, general competitive, economic, political, and market conditions, and difficulties experienced in the integration of the businesses of Community Financial and FCB. These forward-looking statements are made only as of the date of this Report, and BancShares undertakes no obligation to revise or update these statements following the date of this Report, except as may be required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
First Citizens BancShares, Inc.
 
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
Date:
February 3, 2020
 
By: /s/ Craig L. Nix
 
 
 
 
Craig L. Nix
 
 
 
 
Chief Financial Officer
 


EX 99.1

 
 
 
 
 
 
 
 
FCBLOGOA18.JPG
 
 
 
 
News Release
Contacts:
 
Barbara Thompson
For Immediate Release
 
 
919.716.2716
February 3, 2019
 
 
First Citizens Bank

FIRST CITIZENS BANK COMPLETES MERGER WITH COMMUNITY FINANCIAL HOLDING COMPANY, INC. AND GWINNETT COMMUNITY BANK

RALEIGH, N.C. - First-Citizens Bank & Trust Company (First Citizens Bank) announced that the merger of Community Financial Holding Company, Inc. (Community Financial) and its subsidiary, Gwinnett Community Bank, into First Citizens Bank was effective on Feb. 1, 2020.

Following the merger, the three Gwinnett Community branch offices are initially operating as Gwinnett Community Bank, a division of First Citizens Bank. Customers should bank as they normally do at their existing branches. At a later date, Gwinnett Community customer accounts will be converted to First Citizens Bank’s systems and operations.

Frank B. Holding Jr., chairman and CEO of First Citizens Bank, said: “We’re pleased to welcome the customers and employees of Gwinnett Community to First Citizens. We’ve served Georgia for 23 years, and with the addition of Gwinnett to our company, we’re well positioned to continue to build on our history in the state, grow our business and better serve the people in these markets.”

On Dec. 19, 2019, the shareholders of Duluth, Ga.-based Community Financial voted to approve the merger agreement with Raleigh, N.C.-headquartered First Citizens Bank. The merger previously was approved by bank regulatory authorities.

Gwinnett Community Bank customers should continue to use their current checks and cards. They will continue to have the same online and mobile access to their accounts. Customers with questions about their accounts can contact a representative at any of the Gwinnett Bank division branches. For questions about First Citizens Bank, they can call the First Citizens Customer Care Center, 888.323.4732, between 7 a.m. and 11 p.m. Eastern time daily.

The completed merger will complement First Citizens’ operations in Georgia. In addition to the three Gwinnett Community division branch locations in Duluth, Suwanee and Buford, Ga., First Citizens operates 30 branches in Georgia.

Founded in 1898 and headquartered in Raleigh, N.C., First Citizens Bank serves customers at more than 570 branches in 19 states. First Citizens Bank is a wholly owned subsidiary of First Citizens BancShares, Inc. (Nasdaq: FCNCA), which has $39 billion in assets. For more information, call toll free 1.888.FC DIRECT (1.888.323.4732) or visit www.firstcitizens.com. First Citizens Bank. Forever First®.

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