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) November 4, 1994
CCB Financial Corporation
(Exact name of registrant as specified in its charter)
North Carolina 0-12358 56-1347849
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
111 Corcoran Street, Post Office Box 931, Durham, NC 27702
(Address of principal executive offices)
Registrant's telephone number, including area code (919) 683-7777
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Definitive Merger Agreement. On November 4, 1994,
Registrant and Security Capital Bancorp ("Security"), Salisbury,
North Carolina, entered into a definitive agreement (the "Merger
Agreement") under which Security would be merged into and with
Registrant. The Merger Agreement provides that, to effect the
merger, Registrant will issue .50 shares of its $5.00 par value
common stock for each share of Security's no par common stock.
The transaction is subject, among other things, to approval of
Registrant's and Security's stockholders and to receipt of
required regulatory approvals. Further information about the
proposed transaction is contained in Exhibit 99 to this Report.
Repurchase of Common Stock. On November 4,
1994, Registrant's Board of Directors approved the
purchase by Registrant of a number of shares of its $5.00
par value common stock. Registrant presently intends to
purchase a number of its shares in an amount not in excess of
9% of the number of shares proposed to be issued to the
shareholders of Security in connection with the merger
described above. Based on the terms of the Merger
Agreement, it currently is estimated that Security's
shareholders will receive approximately 5,884,699 shares
of Registrant's common stock in connection with the
merger. Registrant's purchases will be made on the open
market or in privately negotiated transactions and
will begin immediately.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99. Press Release dated November 7, 1994
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
CCB FINANCIAL CORPORATION
Date: November 7, 1994 By: /s/ W. Harold Parker, Jr.
W. Harold Parker Jr.
Senior Vice President
and Controller
11/3/94
RTP\RTP
RLMAIN\5021.
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EXHIBIT INDEX
Page No. in
Exhibit No. Per Sequential
Regulation S-K Description Numbering System
Exhibit 99 Press Release dated November 7, 1994 6
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NEWS RELEASE
For further information please contact:
Richard L. Furr 919-683-7697
Pressley Ridgill of SCBC 704-855-6127
CCB FINANCIAL AND SECURITY CAPITAL BANCORP
ANNOUNCE ENHANCEMENT OF NORTH CAROLINA BANKING
FRANCHISE THROUGH COMBINATION
FOR IMMEDIATE RELEASE November 7, 1994
Durham, North Carolina -- CCB Financial Corporation
(CCBF:Nasdaq) and Security Capital Bancorp (SCBC:Nasdaq) of
Salisbury, N.C., jointly announced today an agreement to
merge.
Under terms of a definitive agreement, CCB will issue
.500 shares of its common stock in exchange for each share
of common stock of Security Capital in a tax-free exchange.
The merger, which is based on a fixed exchange ratio, will
be accounted for as a pooling of interests. Based on the
Friday closing stock price of CCB Financial of $39.125, the
transaction is valued at approximately $235 million.
As part of the transaction, CCB announced that it
anticipates repurchasing up to 9% of the common shares of
stock issued in the merger. CCB is planning to effect this
open market repurchase prior to the completion of the
transaction.
Ernest C. Roessler will continue as president and chief
executive officer and David B. Jordan will become vice
chairman of CCB Financial Corporation. William L. Burns,
Jr. will continue as chairman of CCB Financial Corporation.
Lloyd G. Gurley, president, and Ralph A. Barnhardt, vice
chairman of Security Capital, will become executive vice
presidents of CCB Financial Corporation.
Security Capital is a $1.2-billion bank holding company
operating 46 offices in 30 communities located in 13
counties in the south central and western Piedmont regions
of North Carolina through its four banking subsidiaries:
Security Capital Bank and OMNIBANK, SSB, Salisbury; Citizens
Savings, SSB, Concord; and Home Savings Bank, SSB, Kings
Mountain. Security Capital holds approximately 6% of the
deposits in the Charlotte metropolitan statistical area. At
or for the nine months ended September 30, 1994, Security
Capital had an equity to assets ratio of 10.15%, non-
performing assets as a percentage of total assets of .36%,
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and a return on average assets before nonrecurring charges
of approximately 1.50%.
"The combination with Security Capital continues our
strategy of building a solid presence in the best markets in
the state of North Carolina, primarily along the I-85/I-40
corridor from Raleigh to Charlotte," said Ernest C.
Roessler, president and chief executive officer of CCB
Financial. "With Security Capital, CCB Financial will have
over $1 billion in deposits in the rapidly growing Charlotte
area market. We believe that the combined operations in
this market have the potential to accelerate the growth
levels currently being realized by each company
individually."
Roessler continued, "We see great potential for the
combined companies. The management teams of both CCB and
Security Capital have currently identified significant
expense savings that can result from the merger. These
synergies, combined with accelerated growth in our combined
Charlotte area franchise, will result in a transaction that
will be accretive to CCB's earnings per share in the longer
term."
David B. Jordan noted, "We are pleased to give our
shareholders, employees and communities the opportunity to
join a company with CCB's successful track record. By
combining with CCB, we feel that we have helped solidify CCB
Financial as one of North Carolina's premier banking
companies. The combined franchises are a natural fit with
minimum overlap of branch offices."
The transaction, which is subject to, among other
things, approval by regulatory authorities and stockholders
of both companies, is expected to be completed during the
second quarter of 1995.
CCB Financial, with $3.4 billion in assets, currently
operates 112 offices in North Carolina. Combined with
Security Capital, CCB will have $4.6 billion in assets and
will serve over 50% of North Carolina's population.
(Wheat First Butcher Singer represented CCB Financial and
The Robinson-Humphrey Company, Inc. represented Security
Capital in this transaction.)
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