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): ~~April~~September 1921, 2012 (~~April~~September 1817, 2012)

______________________________

FIRST CITIZENS BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Tennessee

0-11709

62-1180360

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

P.O. Box 370

One First Citizens Place

Dyersburg, Tennessee

38024

(Address of principal executive offices)

(Zip Code)

Registrant’s 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):

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 51 – ~~Corporate~~Registrant’s ~~Governance~~Business and ~~Management~~Operations

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On September 17, 2012, First Citizens ~~Our~~National Bank (the “Bank”), a wholly-owned bank subsidiary of First Citizens ~~Corporate~~Bancshares, ~~Governance~~Inc. ~~Guidelines~~(the ~~provide~~“Company”), ~~that~~and Community First Bank (“Community First”) entered into a ~~director~~Purchase ~~shall~~and beAssumption ~~deemed~~Agreement to(the “Agreement”) that ~~retire~~provides ~~from~~for the ~~board~~sale of ~~directors~~certain asassets and the transfer of ~~January~~certain ~~1st~~liabilities relative ~~following~~to ~~his~~Community First’s branch office located at 9045 Carothers Parkway, orFranklin, ~~her~~Tennessee ~~75th~~37067 ~~birthday~~(the “Cool Springs Branch”). Under ~~Pursuant~~the toterms ~~this~~of ~~policy~~the Agreement, ~~William~~the ~~Cloar~~Bank ~~retired~~will purchase certain assets of the Cool Springs Branch, ~~effective~~including ~~April~~the 18real property on which the Cool Springs Branch is located (the “Real Property”), ~~2012~~the leases associated with the Real Property, ~~because~~approximately $26 hemillion ~~has~~in ~~reached~~loans 75(subject ~~years~~to ofadjustment ~~age.~~between ~~The~~September ~~remaining~~17, 2012 and the ~~directors~~closing ~~have~~date) ~~not~~and ~~yet~~the ~~decided~~fixtures ~~whether~~and toequipment ~~fill~~which are associated with the ~~pending~~Cool Springs ~~vacancy~~Branch. The onBank will also assume certain liabilities, including substantially all of the ~~board~~deposit liabilities associated with the Cool Springs Branch (which totaled approximately $56 million as of ~~directors~~September ~~that~~17, 2012). The purchase price for the assets purchased by the Bank including the Real Property will ~~result~~be ~~from~~Community ~~this~~First’s ~~retirement~~net book value for such assets. The ~~board~~Bank ofwill ~~directors~~pay a ~~could~~premium ~~decide~~of to4% ~~fill~~on the ~~vacancy,~~deposit ~~however,~~liabilities inassumed. To ~~accordance~~the ~~with~~extent that the liabilities ~~terms~~assumed by the Bank exceed the value of ~~our~~the assets purchased by the ~~bylaws,~~Bank ~~which~~plus ~~require~~the ~~approval~~amount of the deposit premium, Community First will make a ~~majority~~cash payment ofto the ~~directors~~Bank ~~then~~equal into ~~office~~such difference. The Agreement includes customary representations, warranties and covenants as well as customary indemnification and termination provisions.

~~Item~~ The ~~5.07.~~ foregoing is only a brief description of ~~Submission~~the material terms of ~~Matters~~the Agreement, does not purport to be a ~~Vote~~complete description of ~~Security~~the ~~Holders~~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.

~~The Annual~~Item ~~Meeting of Shareholders (the “Annual Meeting”) of First Citizens Bancshares, Inc~~8.01 ~~(the~~Other ~~“Company”) was held on April 18, 2012~~Events. ~~Matters submitted at the Annual Meeting and the voting results thereof were as follows:~~

~~Proposal 1: Election~~On ofSeptember ~~Directors. In~~21, ~~accordance~~2012, ~~with~~ the ~~following~~Company ~~vote,~~and ~~the~~Community ~~shareholders~~First ofjointly ~~the~~issued ~~Company~~a ~~elected~~press ~~each~~release ofannouncing the ~~director~~sale ~~nominees~~by ~~nominated~~Community byFirst of certain of the ~~Company’s~~assets ~~Board~~and liabilities of ~~Directors~~the toCool ~~serve~~Springs ~~until~~Branch to the ~~2015~~Bank. A copy ~~annual~~of ~~meeting~~the ~~of shareholders~~press orrelease ~~until~~is ~~his~~attached oras ~~her~~Exhibit ~~successor~~99.1 ~~has~~to ~~met~~this ~~the~~Current ~~necessary~~Report ~~qualifications~~on Form 8-K and ~~has~~incorporated ~~been~~herein ~~elected:~~by reference.

Director	Votes For	Withheld	Against	Broker Non-Votes
Jeffrey D. Agee	2,749,505	1,298	0	71,519
Eddie E. Anderson	2,749,505	1,298	0	71,519
Christian E. Heckler	2,759,379	3,756	0	71,519
Barry T. Ladd	2,747,159	3,644	0	71,519
John M. Lannom	2,737,768	13,035	0	71,519
Milton E. Magee	2,723,271	27,532	0	71,519
G. W. Smitheal	2,749,505	1,298	0	71,519

Item 9.01 Financial Statements and Exhibits

~~Proposal 2:~~(d) ~~Ratification of Appointment of Independent Registered Public Accounting Firm~~Exhibits. The Company’s shareholders ratified the appointment of Alexander Thompson Arnold PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2010 by the following vote:

For	Against	Abstain
Exhibit No.	Exhibit Description
2,809,505	4,243	5,548
2.1	Purchase and Assumption Agreement, dated September 17, 2012, by and between First Citizens National Bank and Community First Bank & Trust*
99.1	Press release of First Citizens National Bank and Community First Bank dated September 21, 2012.

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.

By: /s/ Laura Beth Butler

Laura Beth Butler

Executive Vice President, Secretary &
Chief Financial Officer

Date: ~~April~~September 1921, 2012

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