As filed with the Securities and Exchange Commission on May 12, 1994
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
CCB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-1347849
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_________________________
111 Corcoran Street
Durham, North Carolina 27701
(Address of principal executive offices, including Zip Code)
_________________________
1993 MANAGEMENT RECOGNITION PLAN
FOR CCB SAVINGS BANK OF LENOIR, INC., SSB
(Full title of the plan)
_________________________
ERNEST C. ROESSLER
CCB Financial Corporation
Post Office Box 931
Durham, North Carolina 27702
(919) 683-7777
(Name and address of agent for service)
Copy to:
Anthony Gaeta, Jr., Esq.
Ward and Smith, P.A.
Two Hannover Square, Suite 2400
Post Office Box 2091
Raleigh, North Carolina 27602-2091
(919) 836-1800
_________________________
CALCULATION OF REGISTRATION FEE (1)
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee (1)
Common Stock,
$5 par value 72,000 $37.50 $2,700,000 $930.96
(1) The shares of Registrant's common stock, $5.00 par value (the "Common
Stock"), are being offered to eligible directors and employees of
Registrant and its direct and indirect subsidiaries pursuant to the terms
of Registrant's 1993 Management Recognition Plan for CCB Savings
Bank of Lenoir, Inc., SSB (the "Plan"). Pursuant to Rule 457(h), the
Aggregate Offering Price and the Registration Fee have been calculated on
the basis of the maximum number of shares to be issued under the Plan
and an Offering Price equal to the price at which the shares were
issued pursuant to the Plan.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Registrant filed a Registration Statement on Form S-8
(Registration No. 33-61272) with respect to the Plan with the
Securities and Exchange Commission (the "Commission") on April 19,
1993 and incorporates that Registration Statement herein by
reference.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated
herein by reference as part of this Registration Statement:
5 Opinion of Ward and Smith, P.A. as to the legality of
the securities being registered (filed herewith).
23.1 Consent of KPMG Peat Marwick (filed herewith).
23.2 Consent of Ward and Smith, P.A. (contained in its
opinion filed herewith as Exhibit 5).
24 Power of Attorney (filed herewith).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Durham, State of North Carolina, on May 11, 1994.
CCB Financial Corporation
(Registrant)
By:/s/ Ernest C. Roessler
Ernest C. Roessler
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
/s/ Ernest C. Roessler President and May 11, 1994
Ernest C. Roessler Director
(Principal
Executive
Officer)
/s/ W. Harold Parker, Jr. Senior Vice May 11, 1994
W. Harold Parker, Jr. President and
Controller
(Principal
Financial and
Accounting
Officer)
*/s/ W. L. Burns, Jr. Chairman of May 11, 1994
W. L. Burns, Jr. the Board
J. Harper Beall, III Director ___________, 1994
*/s/ James B. Brame, Jr. Director May 11, 1994
James B. Brame, Jr.
*/s/ Timothy B. Burnett Director May 11, 1994
Timothy B. Burnett
*/s/ Arthur W. Clark Director May 11, 1994
Arthur W. Clark
*/s/ Kinsley van R. Dey, Jr. Director May 11, 1994
Kinsley van R. Dey, Jr.
<PAGE>
*/s/ Frances Hill Fox Director May 11, 1994
Frances Hill Fox
T. E. Haigler, Jr. Director ___________, 1994
*/s/ George R. Herbert Director May 11, 1994
George R. Herbert
Edward S. Holmes Director ___________, 1994
Owen G. Kenan Director ___________, 1994
Eugene J. McDonald Director ___________, 1994
Hamilton W. McKay, Jr., M.D. Director ___________, 1994
*/s/ Eric B. Munson Director May 11, 1994
Eric B. Munson
John B. Stedman Director ___________, 1994
H. Allen Tate, Jr. Director ___________, 1994
*/s/ Phail Wynn, Jr. Director May 11, 1994
Dr. Phail Wynn, Jr.
By:/s/ W. Harold Parker, Jr.
W. Harold Parker, Jr., Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page Number
5 Opinion of Ward and Smith, P.A. as
to the legality of the securities
being registered
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Ward and Smith, P.A.
24 Power of Attorney
May 6, 1994
Board of Directors
CCB Financial Corporation
111 Corcoran Street
Durham, North Carolina 27701
RE: 1993 Management Recognition Plan for
CCB Savings Bank of Lenoir, Inc., SSB
Our File 92-0174(C)
Gentlemen:
We have acted as special counsel to CCB Financial Corporation
("CCB") in connection with the proposed issuance by CCB of up to an
additional 72,000 shares of its $5.00 par value common stock (the
"Shares") pursuant to the terms of CCB's 1993 Management
Recognition Plan for CCB Savings Bank of Lenoir, Inc., SSB (the
"Plan").
In our capacity as special counsel, we have examined originals or
copies, certified or otherwise and identified to our satisfaction,
of the articles of incorporation, bylaws and corporate resolutions
of CCB, the Plan, the Registration Statement on Form S-8 relating
to the Plan filed by CCB with the Securities and Exchange
Commission (the "Registration Statement"), the relevant provisions
of Chapter 55 of the North Carolina General Statutes, and such
other records, documents and legal matters as we have deemed
relevant and necessary as the basis for rendering our opinion
hereinafter set forth. In addition, we have made reasonable
inquiries of the officers of CCB as to certain relevant items. In
all examinations of documents, we have assumed the genuineness of
all original documents and all signatures and the conformity to
original documents of all copies submitted to us as certified,
conformed or photostatic copies.
Based upon the foregoing, it is our opinion that all requisite
corporate action has been taken to adopt the Plan and to authorize
the issuance of the Shares pursuant thereto; and, that, provided
the Registration Statement shall have become and shall remain
<PAGE>
effective, when the Shares registered thereunder shall have been
issued in accordance with the terms of the Plan as it appears as an
exhibit to the Registration Statement, the Shares so issued will be
validly authorized, legally issued, fully paid and nonassessable
shares of the common stock of CCB.
This opinion is furnished by us solely for your benefit in
connection with the Registration Statement and may not be quoted or
relied upon by, nor may copies be delivered to, any other person or
entity or used for any other purpose, without our prior express
written consent. We hereby expressly disclaim any duty or
responsibility to update this opinion or the information upon which
it is based after the date hereof.
We hereby consent to the reference to this firm in the Registration
Statement and to the filing of this opinion as an exhibit thereto.
Yours very truly,
WARD AND SMITH, P.A.
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CCB Financial Corporation
We consent to the use of our report incorporated herein by
reference in the Registration Statement to register shares
pursuant to the 1993 Management Recognition Plan for CCB
Savings Bank of Lenoir, Inc., SSB.
KPMG PEAT MARWICK
Raleigh, North Carolina
May 6, 1994
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of CCB
Financial Corporation, and the several undersigned officers and
directors thereof whose signatures appear below hereby makes,
constitutes and appoints Ernest C. Roessler and W. Harold Parker,
or either of them, its and his or her true and lawful attorneys,
with full power of substitution to execute, deliver and file in its
or his or her name and on its or his or her behalf, and in each of
the undersigned officer's and director's capacity or capacities as
shown below, (a) Registration Statements on Form S-8 (or other
appropriate form) with respect to the registration under the
Securities Act of 1933, as amended, of the shares of Common Stock
of CCB Financial Corporation, par value $5.00 per share, to be
issued pursuant to the 1993 Nonstatutory Stock Option Plan and the
1993 Management Recognition Plan for CCB Savings Bank of Lenoir,
Inc., SSB adopted by CCB Financial Corporation for the benefit of
the directors and employees of certain of its subsidiary
corporations and all documents in support thereof or supplemental
thereto and any and all amendments, including any and all post-
effective amendments, to the foregoing (hereinafter called the
"Registration Statements"), (b) such registration statements,
petitions, applications, consents to service of process or other
instruments, any and all documents in support thereof or
supplemental thereto, and any and all amendments or supplements to
the foregoing, as may be necessary or advisable to qualify or
register the securities covered by said Registration Statement; and
each of CCB Financial Corporation and said officers and directors
hereby grants to said attorneys, or any of them, full power and
authority to do and perform each and every act and thing whatsoever
as said attorney may deem necessary or advisable to carry out fully
the intent of this power of attorney to the same extent and with
the same effect as CCB Financial Corporation might or could do, and
as each of said officers and directors might or could do personally
in his or her capacity or capacities as aforesaid, and each of CCB
Financial Corporation and said officers and directors hereby
ratifies and confirms all acts and things which said attorneys
might do or cause to be done by virtue of this power of attorney
and its or his or her signatures as the same may be signed by said
attorneys to any or all of the following (and/or any and all
amendments and supplements to any or all thereof): such
Registration Statements filed under the Securities Act of 1933, as
amended, and all such registration statements, petitions,
applications, consents to service of process and other instruments,
and any all documents in support thereof or supplemental thereto,
filed under such securities laws, regulations and requirements as
may be applicable.
IN WITNESS WHEREOF, CCB Financial Corporation has caused
this power of attorney to be signed on its behalf, and each of the
undersigned Officers and Directors in the capacity or capacities
noted has hereunto set his or her hand on the date indicated below.
CCB FINANCIAL CORPORATION
(Registrant)
By:/s/ Ernest C. Roessler
Ernest C. Roessler
Date: 11, 1994
<PAGE>
Signature Title Date
/s/ Ernest C. Roessler President and May 11, 1994
Ernest C. Roessler Director
(Principal
Executive
Officer)
/s/ W. Harold Parker, Jr. Senior Vice May 11, 1994
W. Harold Parker, Jr. President and
Controller
(Principal
Financial and
Accounting
Officer)
/s/ W. L. Burns, Jr. Chairman of May 11, 1994
W. L. Burns, Jr. the Board
J. Harper Beall, III Director ________, 1994
/s/ James B. Brame, Jr. Director May 11, 1994
James B. Brame, Jr.
/s/ Timothy B. Burnett Director May 11, 1994
Timothy B. Burnett
/s/ Arthur W. Clark Director May 11, 1994
Arthur W. Clark
/s/ Kinsley van R. Dey Director May 11, 1994
Kinsley van R. Dey
/s/ Frances Hill Fox Director May 11, 1994
Frances Hill Fox
T. E. Haigler, Jr. Director ________, 1994
/s/ George R. Herbert Director May 11, 1994
George R. Herbert
Edward S. Holmes Director ________, 1994
Owen G. Kenan Director ________, 1994
Eugene J. McDonald Director ________, 1994
Hamilton W. McKay, Jr., M.D. Director ________, 1994
/s/ Eric B. Munson Director May 11, 1994
Eric B. Munson
John B. Stedman Director ________, 1994
H. Allen Tate, Jr. Director ________, 1994
/s/ Phail Wynn, Jr. Director May 11, 1994
Dr. Phail Wynn, Jr.
