<PAGE>
 
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                  FORM 10-QSB
                                  

                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934


(Mark One)
   X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
  ---     
          SECURITIES EXCHANGE ACT OF 1934         

              For the quarterly period ended December 31, 1996
                                             -----------------

          OR

 
 ___      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

          THE SECURITIES EXCHANGE ACT OF 1934
 
                       Commission File Number: 333-4304
                                               ---------
 
                          FIRST CITIZENS CORPORATION
                       (Formerly Newnan Holdings, Inc.)
                 ---------------------------------------------
            (Exact name of registrant as specified in its charter)
 
Georgia                                                        58 - 2232785
-------------------------------                               --------------
(State or other jurisdiction of                             (I.R.S. Employment
Incorporation or organization)                            Identification Number)
 
19 Jefferson Street
Newnan, Georgia                                            30263
---------------------                                     ------
(Address of principal                                   (Zip Code)
executive office)

Registrant's telephone number, including area code:  (770) 253-5017
                                                     --------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes    X   No  ___
                                    ---         

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of February 13, 1997: 1,617,542
<PAGE>
 
                                     INDEX


<TABLE> 
<CAPTION> 
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Part I. Financial Information
-----------------------------

I.    Condensed Consolidated Financial Statements (unaudited)

      Condensed Consolidated Balance Sheets as of December 31, 1996 and
       March 31, 1996........................................................ 1
 
      Condensed Consolidated Statements of Earnings For The
       Three and Nine Months Ended December 31, 1996 and 1995................ 2
 
      Condensed Consolidated Statements of Cash Flows
     
       For The Nine Months Ended December 31, 1996 and 1995.............. 3 - 4
 
      Notes to Condensed Consolidated Financial Statements............... 5 - 6
                      
 Item 2.  Management's Discussion and Analysis of Results of
      Operations and Financial Condition................................ 7 - 12
</TABLE>

Part II  Other Information
         -----------------

         Schedules Omitted
         -----------------

All schedules other than those indicated above are omitted because of the
absence of the conditions under which they are required or because the
information is included in the condensed consolidated financial statements and
related notes.
<PAGE>
 
                          FIRST CITIZENS CORPORATION
                     Condensed Consolidated Balance Sheets
                        December 31 and March 31, 1996
                                  (Unaudited)

<TABLE> 
<CAPTION>  
                                                                        December 31               March 31                         
<S>                                                                     <C>                   <C>                                  
ASSETS                                                                                                                             
                                                                                                                                   
Cash and cash equivalents:                                                                                                         
  Cash and due from banks                                               $   11,214,925        $    9,214,902                       
  Interest-bearing deposits in other banks                                   1,393,388               524,372                       
 Federal funds sold                                                          2,860,000                     0                       
                                                                      ------------------------------------------                   
    Total cash and cash equivalents                                         15,468,313             9,739,274                       
 Loans held for sale                                                         7,526,855             7,878,878                       
 Investment securities available for sale, at fair value                    17,096,353            22,794,000                       
 Mortgage-backed securities held to maturity, at amortized cost,                                                                   
    fair value of $5,658,962 and $9,086,437 at December 31                                                                         
     and March 31, 1996                                                      5,417,392             9,132,552                       
 Loans receivable, net of allowance of $2,848,000                          193,759,382           123,072,970                       
 Stock in Federal Home Loan Bank, at cost                                    1,217,900             1,471,700                       
 Real estate held for development and sale                                   3,407,838             3,850,722                       
 Premises and equipment, net                                                 4,534,096             2,746,486                       
 Goodwill                                                                    5,146,338                     0                       
 Other assets                                                                3,713,539             1,323,718                       
                                                                      ------------------------------------------                   
                                                                        $  257,288,006        $  182,010,300                       
                                                                      ==========================================                   
                                                                                                                                   
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                               
Deposit accounts                                                        $  213,275,716        $  130,635,333                       
Advances from the Federal Home Loan Bank                                    16,632,005            29,488,465                       
Accrued expenses and other liabilities                                       3,271,562             1,620,505                       
                                                                      ------------------------------------------                    
     Total liabilities                                                     233,179,283           161,744,303                       
                                                                      ------------------------------------------                    

                                                                                                                                   
Commitments and Contingencies                                                                                                      
                                                                                                                                   
Stockholders' equity                                                                                                               
Common stock, $1.00 par value, 8,000,000 shares authorized;                  
 1,599,312 and 1,458,307 shares issued, 1,588,012 and                                                                              
 1,458,307 shares outstanding, respectively                                  1,599,312             1,458,307                     
Additional paid-in capital                                                   7,845,691             5,853,830                       
Retained earnings, substantially restricted                                 14,846,954            12,954,052                       
Treasury stock, at cost (11,300 shares)                                       (231,650)                    0                       
Net unrealized holding losses on investment securities                                                                             
  available for sale                                                            48,416                  (192)                      
                                                                      ------------------------------------------                    
  Total stockholders' equity                                                24,108,723            20,265,997                       
                                                                      ------------------------------------------                    
                                                                        $  257,288,006        $  182,010,300                       
                                                                      ==========================================                    
</TABLE> 
  
See accompanying notes to condensed consolidated financial statements.

                                      -1-
<PAGE>
 
                          FIRST CITIZENS CORPORATION
                      Consolidated Statements of Earnings
        For the Three and Nine Months Ended December 31, 1996 and 1995
                                  (Unaudited)
 
<TABLE> 
<CAPTION> 
                                                                       Three Months                  Nine Months  
                                                                    1996         1995             1996          1995
<S>                                                             <C>            <C>           <C>            <C> 
INTEREST AND DIVIDEND INCOME:
 
   LOANS                                                        $  4,634,479   $  2,925,765  $  11,126,389  $  8,600,188           
    Interest-bearing deposits                                         93,281         32,835        272,279        69,480       
    Investment securities available for sale                         271,740         83,493        505,373       285,224       
    Mortgage-backed securities                                        95,356        125,765        340,084       380,207       
                                                             ---------------------------------------------------------------- 
         Total interest and dividend income                        5,094,856      3,167,858     12,244,125     9,335,099  
                                                             ----------------------------------------------------------------  
INTEREST EXPENSE:
    Interest on deposits                                           2,164,568      1,432,991      5,289,717     4,091,387         
    Interest on borrowed funds                                       202,970        206,028        458,016       821,648         
                                                             ----------------------------------------------------------------  
         Total interest expense                                    2,367,538      1,639,019      5,747,733     4,913,035
                                                             ----------------------------------------------------------------     
         Net interest income                                       2,727,318      1,528,839      6,496,392     4,422,064
 Provision for loan losses                                           105,000              0        125,000        10,000
                                                             ----------------------------------------------------------------   
Net interest income after provision for loan losses                2,622,318      1,528,839      6,371,392     4,412,064
                                                             ----------------------------------------------------------------     
OTHER INCOME (LOSSES):
    Loan servicing and other loan fees, net                          131,697        134,107        404,733       417,488
    Deposit and other service charge income                          294,258        175,206        708,598       493,680      
    Gain on sale of loans                                            285,143        202,778        662,182       469,091      
    Gain on sale of real estate acquired in foreclosure              157,441            - -        157,441           - -      
    Gain on sale of real estate held for                             428,091        307,702      1,052,261     1,296,576   
        development and sale                                                                                                       
    Other operating income                                            38,681          4,374        117,097        76,243         
                                                             ----------------------------------------------------------------  
        Total other income                                         1,335,311        824,167      3,102,312     2,753,078
                                                             ----------------------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES:
    Compensation and related benefits                              1,031,597        554,122      2,336,081     1,594,756            
    Office properties and equipment                                  320,177        189,898        811,402       582,273            
    Federal insurance premiums                                        58,846         68,599        975,806       202,149            
    Amortization of Goodwill                                          63,897            - -         92,729           - -            
    Other operating expenses                                         578,807        370,914      1,341,568     1,031,070
                                                             ----------------------------------------------------------------      
        Total general and administrative expenses                  2,053,324      1,183,533      5,557,586     3,410,248           
                                                             ----------------------------------------------------------------       
        Earnings before income taxes                               1,904,305      1,169,473      3,916,118     3,754,894      
Income tax expense                                                   750,003        423,233      1,513,940     1,436,775   
                                                             ----------------------------------------------------------------   
Net earnings                                                    $  1,154,302   $    746,240  $   2,402,178  $  2,318,119
                                                             ---------------------------------------------------------------- 
Net earnings per share
    Primary                                                     $       0.67   $       0.51  $        1.47  $       1.60
                                                             ================================================================ 
    Fully-diluted                                               $       0.67   $       0.51  $        1.45  $       1.60
                                                             ================================================================ 
Dividends per share                                            $        0.11   $       0.08  $        0.33  $       0.23
                                                             ================================================================ 
Weighted average common and common equivalent shares outstanding
    Primary                                                        1,719,545      1,446,856      1,638,410     1,446,856
                                                             ================================================================    
    Fully-diluted                                                  1,722,348      1,446,856      1,650,914     1,446,856
                                                             ================================================================ 
</TABLE> 

See accompanying notes to condensed consolidated financial statements.

                                      -2-
<PAGE>
 
                          FIRST CITIZENS CORPORATION
                     Consolidated Statements of Cash Flows
             For the Nine Months Ended December 31, 1996 and 1995
                                  (Unaudited)

<TABLE> 
<CAPTION>
                                                                                             1996                 1995         
<S>                                                                                      <C>                  <C>
Cash flows from operating activities:                                                                                         
Net earnings                                                                             $  2,402,178         $  2,318,042    
Adjustments to reconcile net income to net cash (used in)                                                                     
    provided by operating activities:                                                                                         
   Provision for loan losses                                                                  125,000               10,000    
   Depreciation                                                                               314,645              229,474    
   Other amortization and (accretion), net                                                     36,153               20,245    
   Net gain on sale of loans                                                                 (662,182)            (469,091)   
   Origination of loans held for sale                                                     (38,728,460)         (31,491,480)   
   Proceeds from sale of loans                                                             39,080,483           31,886,762    
   Net gain on sale of real estate                                                         (1,052,261)          (1,296,576)   
   (Increase) decrease in other assets                                                       (349,052)             (22,271)   
   (Decrease) increase in accrued expenses and other liabilities                              298,643              (96,350)   
                                                                                         ----------------------------------- 
          Net cash provided by operating activities                                         1,465,147            1,088,755    
                                                                                         ----------------------------------- 

CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                         
Proceeds from maturities of investment securities available for sale                       23,526,541            6,500,000    
Purchases of investment and mortgage-backed securities held to maturity                                                - -    
Proceeds from redemption of stock in Federal Home Loan Bank                                   253,800              677,300    
Purchases of investment securities available for sale                                      (1,985,532)            (500,000)   
Proceeds from call of investments available for sale                                        1,500,000                  - -    
Principal payments received on mortgage-backed securities held to maturity                  3,715,160              203,902    
Increase in loans, net                                                                    (12,897,539)               3,387    
Increase in real estate acquired in settlement of loans                                         3,655               (3,479)   
Proceeds from sales of real estate                                                          1,491,490            4,394,923    
Purchase of premises and equipment                                                            (90,048)            (296,159)   
Acquistion of Southside Financial Group, net of cash and cash equivalents acquired         (4,538,715)                 - -    
                                                                                         ----------------------------------- 
Net cash provided by investing activities                                                10,978,812           10,979,874    
                                                                                         ----------------------------------- 
</TABLE>

                                      -3-
<PAGE>
 
                          FIRST CITIZENS CORPORATION
                     Consolidated Statements of Cash Flows
             For the Nine Months Ended December 31, 1996 and 1995
                                  (Unaudited)

<TABLE> 
<CAPTION> 
                                                                             1996               1995     
<S>                                                                       <C>                <C>         
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                    
Net increase in deposit accounts                                          $  7,694,230       $  9,747,485
Net increase (decrease) in other borrowings                                (13,711,993)       (20,475,156)
Purchase of treasury stock                                                    (231,650)              - -
Dividends                                                                     (509,276)          (346,399)
Stock options exercised                                                         43,769             25,127
                                                                         ---------------------------------- 
         Net cash provided by financing activities                          (6,714,920)       (11,048,943)
                                                                         ---------------------------------- 
         Net increase (decrease) in cash and cash equivalents                5,729,039          1,019,686
Cash and cash equivalents at beginning of year                               9,739,274          8,598,252
                                                                         ---------------------------------- 
Cash and cash equivalents at end of year                                  $ 15,468,313       $  9,617,938
                                                                         ==================================

Supplemental disclosures of cash paid during the year for:                                               
   Interest                                                               $  5,758,784       $  4,883,726
                                                                         ================================== 
   Income taxes                                                           $  1,502,042       $  2,012,000
                                                                         ================================== 
Noncash financing activities                                                                             
   Stock issued to acquire Southside Financial Group, Inc.                $  2,089,097              $- -         
                                                                         ==================================
</TABLE> 
 
See accompanying notes to condensed consolidated financial statements.

                                      -4-
<PAGE>
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

FIRST CITIZENS CORPORATION

1.   BASIS OF PRESENTATION
     
     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with the instructions to Form 10-Q and
     therefore do not include all information and footnotes required for fair
     presentation of financial position, results of operations, and changes in
     financial position in conformity with generally accepted accounting
     principles. All adjustments and recurring entries which, in the opinion of
     management, are required for a fair presentation of financial position and
     results of operations for the periods covered by this report have been
     included.

     Certain reclassifications have been made to prior financial statements to
     conform to current classifications.

2.   CURRENT ACCOUNTING DEVELOPMENTS

     The Financial Accounting Standards Board has issued SFAS No. 121,
     "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to be Disposed Of", No. 122, "Accounting for Mortgage Servicing
     Rights", and No. 123, "Accounting for Stock-Based Compensation", all of
     which are effective for financial statements for years beginning after
     December 31, 1995 and for transactions after December 31, 1995.

     SFAS 121 requires that long-lived assets and certain identifiable
     intangibles, including goodwill, will be reviewed for impairment whenever
     events or changes in circumstances indicate that the carrying amount of an
     asset may not be recoverable. In the event that the sum of the expected
     future cash flows is less than the carrying amount of an impaired long-
     lived asset, an impairment loss should be recognized. The adoption of the
     Statement is not expected to have a material effect on the earnings or
     financial condition of the Company.
  
     SFAS 122 requires mortgage banking enterprises to recognize as a separate
     asset the rights retained to service mortgage loans for third parties.
     These assets are to be based on the fair value of the mortgage servicing
     rights and mortgage loans, if practicable to estimate. Otherwise, the
     entire cost of purchasing or originating these loans should be allocated to
     mortgage loans. The adoption of this Statement is not expected to have a
     material effect on the earnings or financial condition of the Company.
       
     SFAS 123 establishes financial accounting and reporting standards for 
     stock-based employee compensation plans. The statement defines a fair value
     based method for accounting for employee compensation plans and encourages
     the adoption of all plans. However, the statement allows previous methods
     of accounting for compensation plans to be utilized with additional
     disclosures required. The adoption of this Statement is not expected to
     have a material effect on the earnings or financial condition of the
     Company.

                                     - 5 -
<PAGE>
 
3.   BUSINESS COMBINATION

     On August 22, 1996 the Company acquired all of the outstanding common stock
     of Southside Financial Group, Inc. ("Southside"), the holding company
     parent of Citizens Bank and Trust of Fayette County, Georgia. The Company
     issued 136,990 shares of its common stock and $13,716,878 in cash in
     exchange for all of the outstanding common shares of Southside. The excess
     of the purchase price over the fair value of the net assets acquired
     totaled $5,239,072 and is being amortized using the straight-line method
     over a 20-year period. This transaction was accounted for as a purchase
     and, therefore, is not included in the Company's results of operations or
     statements of financial position prior to the date of acquisition. The pro
     forma impact on the Company's results of operations for the nine months
     ended December 31, 1996 and 1995 had the purchase transaction been
     consummated as of April 1, 1995, would have been as follows (dollars in
     thousands except per share amounts):
 
<TABLE> 
<CAPTION> 
                                              1996     1995
                                            -------------------
     <S>                                    <C>        <C> 
     Net interest income                       $8,006   $8,275
                                            ===================
     Net income                                $2,489   $2,893
                                            ===================
     Net income per share                      $ 1.45   $ 1.68
                                            ===================
</TABLE> 

4.   PROPOSED BUSINESS COMBINATION.

     On October 21, 1996, the Company announced the signing of a definitive
     agreement to merge with Tara Bankshares Corporation ("Tara"). The proposed
     acquisition is subject to approval of Tara shareholders and appropriate
     regulatory agencies. The subsidiary of Tara, Tara State Bank, will continue
     to operate as a separate state-chartered commercial bank. Under terms of
     the definitive agreement, the purchase price will be $15.00 per share with
     each stockholder of Tara controlling 100,000 or more shares having the
     election to receive all or part of their consideration in stock of the
     Company and shareholders controlling 3,500 or more shares of Tara having
     the election to receive up to 50% of their consideration in Company stock,
     provided that no more than 227,608 shares of Company stock will be issued
     in the merger. If these elections do not result in at least half of the
     total merger consideration being payable in stock of the Company, then the
     balance of Company stock not so elected shall be divided among all Tara
     shareholders eligible to receive Company stock and the amount of cash to be
     received shall be reduced accordingly.

     As of September 30, 1996, total assets of Tara approximated $60.4 million
     and stockholders' equity approximated $6.3 million.

                                     - 6 -
<PAGE>
 
                 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

Total assets at December 31, 1996 were $257.3 million, an increase of $75.3
million from March 31. The increase is mainly attributable to the acquisition of
Southside Financial Group, Inc. ("Southside Acquisition") which was consummated
on August 22, 1996. On that date, the fair value of the total assets of
Southside totaled $92 million. Excluding the impact of the Southside
acquisition, loans receivable increased $12.9 million due to increases in
construction loans. Deposit accounts increased $7.7 million excluding the
deposits assumed in connection with the acquisition.

The increase in assets resulting from the Southside Acquisition was offset in
part by the repayment in the first quarter of the fiscal year of $20.5 million
in short term advances from the Federal Home Loan Bank with proceeds received
from the maturity of an investment security of approximately the same amount.
The security had been classified as available for sale at March 31, 1996.

LIQUIDITY

Liquidity management involves the matching of the cash flow requirements of
customers for the withdrawal of funds or the funding of loan originations, and
the ability of the Company's banks to meet those requirements.  Management
monitors and maintains appropriate levels of assets and liabilities so that
maturities of assets are such that adequate funds are provided to meet estimated
customer withdrawals and loan requests.

At December 31, 1996 the Banks had cash and due from banks of $11.2 million,
interest bearing deposits in other banks of $1.4 million, and federal funds sold
of $2.9 million.  Additionally, the Banks have $17.8 million in securities
available for sale which could be sold to meet any liquidity needs.  The Banks
are also members of the Federal Home Loan Bank of Atlanta and are able to obtain
advances if needed.  At December 31, 1996, the Banks had, in addition to amounts
already borrowed, a combined credit availability of $33.4 million.

REGULATORY CAPITAL REQUIREMENTS

Banking regulations require the Company to maintain minimum capital levels in
relation to assets.  At December 31, 1996, the Company's capital ratios were
considered adequate based on regulatory minimum capital requirements.  The
minimum capital requirements and the actual capital ratios for the Company at
December 31, 1996 are as follows:

<TABLE> 
<CAPTION>  
                                                        Regulatory
                                            Actual     Requirement
                                      --------------------------------
         <S>                          <C>              <C>  
         Leverage                             7.4%           4.00%
 
         Core                                10.8%           4.00%
 
         Risk Based                          11.8%           8.00%
</TABLE> 

                                     - 7 -
<PAGE>
 
In conjunction with the Southside Acquisition, the Company's two banking
subsidiaries, First Citizens Bank (formerly Newnan Savings Bank) and First
Citizens Bank of Fayette County (formerly Citizens Bank and Trust of Fayette
County) each paid a special dividend to the Company to fund the purchase of
shares of Southside acquired for cash. Subsequent to making their respective
dividends, both banks continue to meet all required capital requirements.

Management is not aware of any other current recommendations by the regulatory
authorities, events or trends, which, if they were to be implemented, would have
a material effect on the Bank's liquidity, capital resources, or operations.

RESULTS OF OPERATIONS

NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995

Net income for the nine months ended December 31, 1996 was $2,402,178, an
increase of $84,059 from net income of $2,318,119 for the same period in 1995.

NET INTEREST INCOME.  Net interest income for the nine months ended December 31,
1996 increased $2,074,328, or 46.91% from the same period in 1995. In general,
net interest income has increased due to growth resulting from the Southside
Acquisition. Interest income increased $2,909,026 to $12,244,125. For 1996, the
average yield earned on loans receivable increased from 8.68% in 1995 to 9.16%
for 1996 while average yields on mortgage backed securities held to maturity
increased from 5.32% to 5.90%. The average yield on interest earning assets
increased from 8.36% for 1995 to 8.73% for 1996. Average earning assets
increased from $148.9 million in 1995 to $187.1 million in 1996. This growth
accounted for approximately $2,397,000 of the $2,909,000 increase in interest
income, with the remaining $572,000 increase being the result of the increase in
average yields.

Interest expense increased $834,698 or 16.99% from 1995. Generally, over the
past twelve months the Company's source of funding for its interest earning
assets has shifted from utilization of Federal Home Loan Bank ("FHLB") advances
to deposits, which typically carry lower rates of interest than do FHLB
advances. The average rate paid on interest bearing liabilities has declined
from 4.99% in 1995 to 4.76% in 1996. Average interest bearing liabilities have
grown from $131.1 million in 1995 to $160.9 million in 1996. Average noninterest
bearing deposits have increased from $9.4 million to $19.0 million, which
allowed the Company to further reduce its borrowings and increase its net
interest income.

Net interest margin was 4.63% in 1996 compared to 3.96% in 1995.

PROVISION FOR LOAN LOSSES.  The provision for loan losses is based on
management's evaluation of economic conditions, size and composition of the loan
portfolio, the historical charge-off experience, the level of nonperforming and
past due loans and other indications derived from reviewing the loan portfolio.
Management conducts such reviews quarterly, determining the level of loan loss
allowances needed so that any provision for loan losses can be made as
necessary. Based on its reviews during the period ended December 31, 1996,
management made a $125,000 provision for loan losses. At December 31, 1996 the
allowance for loan losses was 1.40% of total loans compared to 1.05% at March
31, 1996. The allowance for loan losses as a percentage of nonperforming loans
as of December 31, 1996 was 91.28% compared to 192.29% at March 31, 1996. The
ratio of nonperforming loans as a percentage of total loans was 1.53% at

                                      -8-
<PAGE>
 
December 31, 1996 compared to 0.54% at March 31 1996, respectively. Management
believes that the allowance for loan losses is adequate in light of the
collateral position of past due and nonaccruing loans and potential problem
loans.

At December 31, 1996 and March 31, 1996, nonaccrual, past due, and restructured
loans were as follows (all December 31, March 31, dollars in thousands):

<TABLE> 
<CAPTION> 
                                                                                     December 31,    March 31,
                                                                                         1996          1996
<S>                                                                                  <C>             <C>  
 
Total nonaccruing loans                                                              $3,120          $ 713
Loans contractually past due ninety days or more as to interest                      $    0          $   0
   or principal payments and still accruing
Restructured loans                                                                   $    0          $   0
Loans, now current about which there are serious doubts as to the ability of the                     
   borrower to comply with loan repayment terms                                      $  223          $ 982 
</TABLE>

From March 31, 1996 to December 31, 1996 the total of nonaccruing and past due
loans (loans 90 days or more delinquent) increased $2,407,000 to $3,120,000
while potential problem loans (loans now current about which there are serious
doubts as to the ability of the borrower to comply with loan repayment terms)
declined $759,000 to $223,000. The primary reason for the increase in past due
loans results from the Southside Acquisition. At December 31, 1996, loans
acquired through the acquisition totaling $1,519,000 were past due. Of these
loans, loans to three borrowers totaling $1,446,000 have characteristics for
which management questions the collectibility of principal and interest.
Specific reserves totaling $595,000 have been allocated against these loans. In
addition to these loans, past due loans also included seven first mortgage loans
totaling $967,000 secured by single family dwellings, two construction loans for
single family dwellings totaling $188,000, two commercial loans totaling
$197,000, and one loan in the amount of $112,000 secured by undeveloped real
estate, with the remaining $210,000 past due loans consisting of approximately
fifty loans of smaller balances, none of which exceeded $25,000. In total,
management has allocated $823,000 in specific reserves against the total
nonaccrual loans.

At March 31, 1996 management had recognized one loan in the amount of $1,131,000
as an impaired loan pursuant to SFAS 114 and 118. This loan carried a valuation
allowance of $5,655. At December 31, 1996, the Company had identified $4,251,000
in impaired loans which consisted of the nonaccrual loans identified above and
the $1,131,000 loan mentioned previously. A total of $823,000 had been allocated
against these loans.

It is the policy of the Company to discontinue the accrual of interest income
when, in the opinion of management, collection of such interest becomes
doubtful. This status is accorded such interest when (1) there is a significant
deterioration in the financial condition of the borrower and full repayment of
principal and interest is not expected and (2) the principal or interest is more
than ninety days past due.

Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management 

                                      -9-
<PAGE>
 
reasonably expects will materially impact future operating results, liquidity or
capital resources. These classified loans do not represent material credits
about which management is aware of any information which causes management to
have serious doubts as to the ability of such borrowers to comply with the loan
repayment terms.

Information regarding certain loans and allowance for loan loss data through
December 31, 1996 is as follows (all dollars in thousands):

<TABLE>
<CAPTION>
                                                                         Nine Months Ended
                                                                          December 31
                                                                      1996             1995
                                                                 --------------------------------
<S>                                                              <C>                 <C>  
Average amount of loans outstanding                              $161,875            $132,082

                                                                 ================================
Balance of allowance for loan losses at beginning of period      $  1,371            $  1,435
                                                                 ================================
Loans charged off
  Commercial and financial                                              0                   0
  Construction                                                          0                   0
  Real Estate                                                          78                  39
  Installment                                                          22                   5
                                                                 --------------------------------
                                                                      100                  44
                                                                 --------------------------------
 
Loans recovered
 
  Commercial and financial                                              0                   0
  Construction                                                          0                   0
  Real Estate                                                           3                   4
  Installment                                                           3                   7
                                                                 -------------------------------- 
                                                                        6                  11
                                                                 --------------------------------
 
Net chargeoffs (recoveries)                                            94                  33
                                                                 --------------------------------
 
Additions to allowance charged to operating expense                   125                  15
    during period
 
Additions to allowance resulting from acquisition of                
    Southside Financial Group, Inc.                                 1,446                   0
                                                                 --------------------------------
 
Balance of allowance for loan losses at end of period            $  2,848            $  1,417
                                                                 ================================
                                                
 
Ratio of net loans charged off during the period to average      
    loans outstanding                                                0.06%               0.03%  
                                                                 ================================
</TABLE> 

OTHER INCOME.  Other income increased $349,234 to $3,102,312. The largest item
contributing to this increase is a $214,918 growth in deposit and other service
charge income with $125,912 of the increase resulting from the Southside
Acquisition and the remaining $88,286 resulting from increases in the deposit
base. Gain on sale of loans increased $193,091 or 41.16% due to an increase of
$7.2 million in the volume of loans sold. Gain on sale of real estate acquired
through foreclosure increased to $157,441 and is attributable to recognition of
gains previously deferred when the Company financed the sale of a foreclosed

                                     -10-
<PAGE>
 
commercial building in which the buyer of the property did not make a sufficient
down payment to allow recognition of the gain. During the quarter ended December
31, 1996, the loan was paid off which allowed the Company to recognize the
deferred gains.

These increases were offset by a $244,315 decline in the gain on sale of real
estate held for development and sale. During 1995, approximately $1.8 million in
gains from sales of certain tracts of real estate zoned for commercial use were
deferred due to the initial investment of the buyers being insufficient to meet
the requirements under generally accepted accounting principles for recognition
of gain.

GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
increased $2,147,338 or 62.97% to $5,557,586. The primary component of this
increase was a $771,000 charge to earnings to reflect the Special Assessment to
recapitalize the Savings Association Insurance Fund ("SAIF"). This assessment
was levied against the Company's thrift subsidiary, First Citizens Bank
(formerly Newnan Savings Bank, FSB) as of September 30, 1996 and was paid during
the quarter ended December 31, 1996. Compensation expense increased $741,325 or
46.49% to $2,336,081. Of the increase, $489,063 results from additional expense
resulting from the Southside Acquisition while other compensation increased
$322,000 due mostly to mortgage loan origination commissions and other salaries,
the result of expanded mortgage loan operations. Office properties and equipment
increased $229,129 or 39.35% to $582,273 of which $107,229 is attributable to
the Southside Acquisition. Of the remaining $121,900, $28,157 is the result of
increased depreciation expense and $81,330 relates to increased overhead
associated with additional mortgage loan offices opened during fiscal 1996.
Other operating expenses increased $310,498 or 30.11% to $1,341,568, of which
$286,637 is the result of the Southside Acquisition.

THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995

Net earnings for the three months ended December 31, 1996 were $1,154,302, an
increase of $408,062 from net earnings of $746,240 for the same period in 1995.

NET INTEREST INCOME.  Net interest income for the three months ended December
31, 1996 increased $1,198,479, or 71.52% from the same period in 1995. Interest
income increased $1,926,998 or 60.83% to $5,094,856. Average interest earning
assets increased from $148.9 million in 1995 to $229.5 million in 1996, while
average yields increased from 8.51% in 1995 to 8.88% in 1996. The increase in
the amount of average interest earning assets outstanding is attributable to the
Southside Acquisition, and accounts for approximately $1,762,000 of the
$1,927,000 increase in interest income, while $165,000 of the increase is due to
the increase in yields.

Interest expense increased $728,529 or 78.39% from 1995. The average balance of
interest bearing liabilities has increased from $129.7 million in 1995 to $199.1
million in 1996 while average rates paid on such liabilities declined from 5.05%
in 1995 to 4.76% in 1996. In addition, average balance of noninterest bearing
deposits increased from $10.1 million to $28.4 million.

For the three months ended December 31, 1996 net interest margin was 4.75% for
1996 compared to 4.11% in 1995.

PROVISION FOR LOAN LOSSES.  The provision for loan losses is based on
management's evaluation of economic conditions, size and composition of the loan
portfolio, the historical charge-off experience, the 

                                     -11-
<PAGE>
 
level of nonperforming and past due loans and other indications derived from
reviewing the loan portfolio. Management conducts such reviews quarterly,
determining the level of loan loss allowances needed so that any provision for
loan losses can be made as necessary. Based on its reviews during the period
ended December 31, 1996, management made a $125,000 provision for loan loss
during the quarter.

OTHER INCOME.  Other income increased $511,144 to $1,335,311. The largest item
contributing to this increase is a $157,441 increase in the gain on sale of real
estate acquired in foreclosure (see discussion under analysis of "Nine Months
Ended December 31, 1996" above). Gain on sale of real estate held for
development and sale increased $120,389 or 39.13%. Additionally, deposit and
other service charge income increased $119,052 or 67.95% with $92,778 of the
increase resulting from the Southside Acquisition.

GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
increased $869,791 or 73.49% to $2,053,324. Compensation expense increased
$475,475 or 86.17% to $1,031,597, of which $313,932 results from additional
expense resulting from the Southside Acquisition with $166,000 of the increase
resulting from increases resulting from the opening of two additional mortgage
loan offices. Office properties and equipment increased $130,279 or 68.60% to
$320,177 of which $70,612 is attributable to the Southside Acquisition while
$34,000 is due to the additional loan offices. Other expenses increased $207,893
or 56.05% to $578,807, virtually all of which is attributable to the Southside
Acquisition.

                                     -12-
<PAGE>
 
                          FIRST CITIZENS CORPORATION

                                    PART II


Item 1.   Legal Proceedings.

          None.

Item 2.   Changes in securities.

          None.

Item 3.   Defaults upon Senior Securities.

          Not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.

          None.


Item 5.   Other information.

          The Company issued a press release dated January 14, 1997 announcing
          that it had changed its name from Newnan Holdings, Inc. to First
          Citizens Corporation. A Form 10C was filed on January 9, 1997 to
          reflect this change.

Item 6.   Exhibits and Reports on Form 8-K.

          On July 30, 1996, a Form 8-K, including a press release dated July 16,
          1996, was filed to report that the Company's wholly-owned subsidiary,
          Jefferson Ventures, Inc., had entered into an agreement with Peachtree
          City Holdings, LLC., an affiliate of Peachtree City Development, Corp.
          to sell over time approximately 1,400 acres of land in the City of
          Newnan, Coweta County, Georgia. The land is part of Jefferson
          Ventures' White Oak residential development.

          Under the terms of the agreement, the purchaser had 120 days to cause
          appropriate surveys to be made delineating the usable acreage and to
          complete its due diligence. Subject to due diligence, the initial
          purchase of 400 acres under the contract was scheduled to occur by
          late December 1996. An extension has been granted until March 1997.
          The purchaser will have eight years within which to purchase the
          balance of the property. However, the price of the property will
          escalate 1.75% per calendar quarter over that period. The purchase
          agreement further provides that Jefferson Ventures, Inc. has the right
          to cause the purchaser to purchase the balance of the property on an
          accelerated basis, provided that the price will be discounted 16%
          during the first two years of the contract, 12% during years 3 through
          5, and 6% after the fifth year of the contract.

          On September 6, 1996 the Company filed a Form 8-K to report that it.
          had completed its
 
                                     -13-
<PAGE>
 
          reorganization into a holding company structure and in turn had
          completed its acquisition of Southside Financial Group, Inc., the
          holding company parent of Citizens Bank and Trust of Fayette County.
          This Form 8-K was amended on November 5, 1996 to include required
          disclosure of historical financial statements of Southside Financial
          Group, Inc. and proforma financial statements of Newnan Holdings, Inc.

          On November 6, 1996 the Company filed a Form 8-K to report that it had
          signed a letter of intent to merge with Tara Bankshares Corporation,
          the parent of Tara State Bank of Riverdale, Georgia. Tara State Bank
          has two offices in Clayton County Georgia and has $60 million in
          assets.

                                     -14-
<PAGE>
 
                                  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 thereunto duly authorized.


                                        FIRST CITIZENS CORPORATION.
                                               (Registrant)     
                                        ---------------------------

Date: February 13, 1997                  /s/ Tom Moat
                                        ---------------------------
                                         Tom Moat
                                         Chief Executive Officer


Date: February 13, 1997                  /s/Douglas J. Hertha
                                        ---------------------------
                                         Douglas J. Hertha
                                         Vice President
                                         Chief Financial and Accounting Officer