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): October 19, 1995
UNITED CAROLINA BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 05583 56-0954530
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
127 West Webster Street, Whiteville, North Carolina 28472
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (910) 642-5131
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On October 19, 1995, registrant and its wholly owned subsidiary, United
Carolina Bank (collectively "UCB") announced that UCB had entered into separate
definitive plans of reorganization and agreements of merger with Seaboard
Savings Bank, Inc. SSB, headquartered in Plymouth, N.C.("Seaboard"), and with
Triad Bank, headquartered in Greensboro, N.C. ("Triad"). Upon consummation of
the merger transactions, which are each subject to shareholder and regulatory
approval, Seaboard and Triad will merge into United Carolina Bank.
Terms of UCB's agreement with Seaboard provide for registrant to exchange
.9104 of a share of its common stock for each of Seaboard's 305,507 shares of
outstanding common stock and for each of 40,625 currently unissued shares of
Seaboard common stock subject to previously granted, outstanding stock options.
The aforementioned exchange rate is subject to adjustment for increases above or
decreases below predetermined levels in registrant's average stock price per
share during the thirty trading days immediately preceding the date of issuance
of the FDIC's final order approving the merger. At September 30, 1995, Seaboard
reported $47.8 million in total assets and $40.2 million in total deposits.
Seaboard owns and operates three branch banking offices in Plymouth, Williamston
and Columbia, N.C.
Terms of UCB's agreement with Triad provide for registrant to exchange
.569444 of a share of its common stock for each of Triad's outstanding shares of
common stock. The aforementioned exchange rate is subject to adjustment in the
event that registrant's average stock price per share during the thirty trading
days preceding the Triad shareholders' meeting to consider the proposed merger
is less than $28.80 or more than $40.39. In such event, the number of
registrant's shares to be exchanged for each share of Triad may be increased to
a maximum of .625 or decreased to a minimum of .5324. At September 30, 1995,
Triad had 1,818,623 shares of common stock outstanding. In addition,
approximately 162,579 shares of Triad's authorized but unissued shares of common
stock are subject to issuance pursuant to the terms of its stock option and
other compensation plans. At September 30, 1995, Triad reported $199.2 million
in total assets, $128.2 million in loans, and $181.3 million in total deposits,
and had common stockholders' equity totalling $15 million. Triad owns and
operates eight branches in Greensboro, two branches in Winston-Salem, and one
branch in Asheboro, N.C. Triad also has loan production offices in Burlington
and Kernersville, N.C.
After giving effect to the mergers with Seaboard and Triad, United Carolina
Bancshares Corporation will have a total of 150 banking offices in North and
South Carolina with total assets in excess of $4 billion on a proforma basis at
September 30, 1995.
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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.
Date: October 19, 1995
UNITED CAROLINA BANCSHARES CORPORATION
by s/Howard V. Hudson, Jr.
Howard V. Hudson, Jr.
General Counsel and Secretary
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