UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1993
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period from to
Commission File Number: 0-12358
CCB FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
North Carolina 56-1347849
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
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
Securities issued pursuant to Section 12(b) of the Act:
None
Securities issued pursuant to Section 12(g) of the Act:
$5.00 par value Common Stock
(Title of Class)
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.
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-
affiliates of the Registrant as of February 28, 1994 was
$294,687,062. On February 28, 1994, there were 9,516,379
outstanding shares of the Registrant's $5.00 par value Common
Stock.
DOCUMENT INCORPORATED BY REFERENCE
Portions of the Proxy Statement of Registrant for the Annual
Meeting of Shareholders to be held on April 5, 1994 are
incorporated in Part III of this report.
<PAGE>
EXHIBITS
The Annual Report on Form 10-K for the year ended December 31,
1993 filed by the Registrant on March 11, 1994 is hereby amended
to include Exhibit 23.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CCB FINANCIAL CORPORATION
By: /s/ ERNEST C. ROESSLER
Ernest C. Roessler
President and Chief Executive Officer
Date: July 18, 1994
<PAGE>
EXHIBIT INDEX
Exhibit Number
per Item 601 of Exhibit No. in
Regulation S-K this Form 10-K
(2) Plan of acquisition, reorganization, arrangement,
liquidation or succession.
a. Plan of Stock Conversion and Acquisition of
Mutual Savings Bank, SSB, as amended, is
incorporated herein by reference from
Exhibit 2.1 of the Registrant's
Registration Statement No. 33-56398
on Form S-3.
b. Acquisition Agreement between Mutual
Savings Bank, SSB and Registrant, as
amended, is incorporated herein by
reference from Exhibit 2.2 of the
Registrant's Registration Statement No.
33-56398 on Form S-3.
c. Plan of Stock Conversion and Acquisition of
Graham Savings Bank, SSB, as amended, is
incorporated herein by reference from
Exhibit 2.1 of the Registrant's
Registration Statement No. 33-65202 on
Form S-3.
d. Acquisition Agreement between Graham
Savings Bank, SSB and Registrant and
Amendments No. 1 and No. 2 are
incorporated herein by reference from
Exhibit 2.2 of the Registrant's
Registration Statement No. 33-65202 on
Form S-3.
e. Plan of Stock Conversion and Acquisition of
Citizens Savings, SSB, as amended, is
incorporated herein by reference from
Exhibit 2.1 of the Registrant's
Registration Statement No. 33-66216 on
Form S-3.
f. Acquisition Agreement between Citizens
Savings, SSB and Registrant, is
incorporated herein by reference from
Exhibit 2.2 of the Registrant's
Registration Statement No. 33-66216 on
Form S-3.
g. Amendment No. 1 to Acquisition Agreement
between Citizens Saving, SSB and
Registrant, is incorporated herein by
reference from Exhibit 2.2 of the
Registrant's Registration Statement No.
33-66216 on Form S-3.
(3) Articles of Incorporation and Bylaws.
a. The Registrant's Articles of
Incorporation as restated and amended are
incorporated herein by reference from
Exhibit 4 of Registrant's Registration
Statement No. 33-56398 on Form S-3.
b. The Registrant's Bylaws as amended on
April 20, 1993 are incorporated herein by
reference from Exhibit 3(B) of the
Corporation's 1993 Annual Report on Form
10-K filed on March 11, 1994.
(4) Instruments defining the rights of security
holders, including indentures.
a. Rights Agreement dated February 26,
1990 between the Registrant and Central
Carolina Bank and Trust Company is
incorporated herein by reference from
Exhibit 4 of the Corporation's Current
Report on Form 8-K dated February 16,
1990.
b. Form of indenture dated November 1,
1993 between Registrant and Wachovia Bank
of North Carolina, N.A., Trustee,
pursuant to which Registrant's
Subordinated Notes are issued and held is
incorporated herein by reference from
Exhibit 4.2 of the Registrant's
Registration Statement No. 33-50793 on
Form S-3.
(9) Voting trust agreement. Not Applicable
(10) Material contracts.
a. Description of Management Performance
Incentive Plan of Central Carolina Bank
and Trust Company is incorporated herein
by reference from the Registrant's 1988
Annual Report on Form 10-K.
b. Performance Unit Plan of the
Registrant is incorporated herein by
reference from the Registrant's 1983
Annual Report on Form 10-K.
c. Restricted Stock Plan of the
Registrant is incorporated herein by
reference from the Registrant's 1984
Annual Report on Form 10-K.
d. Employment Agreement and Deferred
Compensation Agreement by and between the
Registrant, Central Carolina Bank and
Trust Company (as successor to Republic
Bank & Trust Company) and John B. Stedman
are incorporated herein by reference from
pages A-25 through A-33 of the
Registrant's Registration Statement No.
33-7118 on Form S-4.
e. 1993 Management Recognition Plan for
CCB Savings Bank of Lenoir, Inc., SSB is
incorporated herein by reference from
Exhibit 28 of the Registrant's
Registration Statement No. 33-61272 on
Form S-8.
f. 1993 Nonstatutory Stock Option Plan
for CCB Savings Bank of Lenoir, Inc., SSB is
incorporated herein by reference from
Exhibit 28 of the Registrant's
Registration Statement No. 33-61268 on
Form S-8.
g. Amendment No. 1 to the 1993
Nonstatutory Stock Option Plan for CCB
Savings Bank of Lenoir, Inc., SSB is
incorporated herein by reference from
Exhibit 10 (G) of the Registrant's 1993
Annual Report on Form 10-K filed on March
11, 1994.
h. 1993 Nonstatutory Stock Option Plan
for Graham Savings Bank, Inc., SSB is
incorporated herein by reference from
Exhibit 10 (H) of the Registrant's 1993
Annual Report on Form 10-K filed on March
11, 1994.
i. 1993 Management Recognition Plan for
Graham Savings Bank, Inc., SSB is
incorporated herein by reference from
Exhibit 10 (I) of the Registrant's 1993
Annual Report on Form 10-K filed on March
11, 1994.
j. 1993 Incentive Stock Option Plan of
the Registrant is incorporated herein by
reference from Exhibit 28 of the
Registrant's Registration Statement No.
33-61270 on Form S-3.
(11) Statement re computation of per share
earnings. Not Applicable
(12) Statement re computation of ratios. Not Applicable
(13) Annual Report to security holders, Previously submitted
Form 10-Q or quarterly report to in paper
security holders. format for
informational
purposes
(16) Letter re change in certifying
accountant. Not Applicable
(18) Letter re change in accounting
principles. Not Applicable
(21) Subsidiaries of the Registrant.
A listing of the direct and indirect
subsidiaries of the Registrant is
included in Note 1 to the Consolidated
Financial Statements included in the
Registrant's 1993 Annual Report on Form
10-K filed on March 11, 1994 and is
incorporated herein by reference.
(22) Published report regarding matters submitted
to a vote of security holders. Not Applicable
(23) Consents of experts and counsel. 23
(24) Power of attorney. Not Applicable
(27) Financial Data Schedule Not Applicable
(28) Information from reports furnished to state
insurance regulatory authorities. Not Applicable
(99) Additional exhibits.
Proxy Statement to Shareholders dated Not Required to
March 15, 1994 as filed on March 11, be refiled
1994.
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CCB Financial Corporation
We consent to incorporation by reference in Registration
Statements (No. 33-61268) on Form S-8, (No. 33-61272) on Form S
8, and (No. 33-61270) on Form S-8 of CCB Financial Corporation
of our report dated January 18, 1994, relating to the
consolidated balance sheets of CCB Financial Corporation and
subsidiaries as of December 31, 1993 and 1992, and the related
consolidated statements of income, shareholders' equity, and
cash flows for each of the years in the three-year period ended
December 31, 1993, which report appears in the December 31,
1993 annual report on Form 10-K of CCB Financial Corporation.
KPMG Peat Marwick
Raleigh, North Carolina
July 15, 1994
