First Citizens' family member sells ownership stake for more than $200 million

‘Personal’ decision made in family with controlling interest

dranii@newsobserver.comDecember 27, 2012 

A member of the Holding family, which owns a controlling interest in the corporate parent of First Citizens Bank, has sold off her ownership stake in the business for more than $200 million.

In conjunction with the sale of her stock in Raleigh-based First Citizens BancShares, Carmen Holding Ames has resigned from the company’s board of directors, the bank disclosed in a recent filing with the Securities and Exchange Commission. Ames is a cousin of First Citizens’ current chairman and CEO Frank B. Holding Jr., and the daughter of the late Lewis R. Holding, the previous chairman and CEO.

“Ms. Ames’ resignation as a director of the company was not in connection with any known disagreement with the company on any matter,” the SEC filing states.

Bank spokeswoman Barbara Thompson said Ames’ resignation and stock sale were “a personal decision.”

Thompson said Ames gave the bank the following statement: “My decision was based on my desire to devote my energies fully to family and personal interests. I am proud of all that First Citizens has achieved and look forward to the company’s continued success. It has been a privilege to serve on the board.”

Wall Street tracks stock sales and acquisitions by corporate directors and executives as a way of gauging insiders’ confidence level in the business – with the caveat that personal reasons drive many of these transactions.

Ames, 44, declined further comment when reached via email. Ames lives in Raleigh and her occupation is listed as “private investor” in the company’s latest proxy.

First Citizens reported that it repurchased Ames’ 593,954 class B common shares for $155 each on Dec. 20, for a grand total of $92.1 million.

In addition, Ames reported in a separate SEC filing that she sold 960,201 shares of class A common stock that she owned or controlled for $140 each – reaping an additional $134.4 million. The filing doesn’t report who the buyers were, but Thompson said she understood that the shares were acquired by private investors.

Thompson said First Citizens decided buying the class B shares “was prudent for the future of our company.” She added that with the acquisition “the Holding family still has majority control.”

Companies issue class B shares, which carry greater voting rights, so insiders can maintain control. First Citizens’ class A shares carry a single vote, while class B shares entitle the owner to 16 votes per share.

Ames owned about 36 percent of the company’s class B shares.

The company had 327 owners of class B shares at the end of 2011. As a result, “the market for Class B common stock is extremely limited,” the company noted in its annual report. “On many days, there is no trading.”

Ames’ class B shares were acquired by First Citizens under an agreement that was recommended by a special committee comprised of the company’s independent directors, First Citizens reported in its filing. The $155 per share that First Citizens paid on Dec. 20 marked a discount from the previous day’s closing share price for class B shares of $161.

First Citizens shares closed Thursday at $162.10, down $1.43. Shares of the company, which boasts a network of 415 branch offices and has more than $21 billion in assets, have declined 7 percent this year.

Ranii: 919-829-4877

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