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) February 24, 1995
CCB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 0-12358 56-1347849
(State or other (Commission File No.) (IRS Employer
jurisdiction of 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)
Item 5. Other Events
On February 24, 1995 the Registrant issued a joint press release with
Security Capital Bancorp ("Security Capital") announcing that they
have received the requisite approvals from federal and state
regulatory authorities for the mergers of Security Capital into the
Registrant and Security Capital's financial institution subsidiaries
into Central Carolina Bank and Trust Company, the Registrant's
primary banking subsidiary.
On March 16, 1995 the Registrant issued a joint press release with
Security Capital announcing that they have received their respective
shareholders' approval of the merger between the two companies.
The merger is expected to be completed in mid-May, 1995.
Item 7. Financial Statements and Exhibits
(a) Financial statements
None
(b) Exhibits
99.1 Press release by CCB Financial Corporation dated
February 24, 1995
99.2 Press release by CCB Financial Corporation dated
March 16, 1995
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.
CCB FINANCIAL CORPORATION
Registrant
Date: March 21, 1995 By: W. HAROLD PARKER, JR.
W. Harold Parker, Jr.
Senior Vice President
and Controller
EXHIBIT INDEX
Sequential
Exhibit No. Page No.
Press release by CCB Financial Corporation
dated February 24, 1995 99.1 5
Press release by CCB Financial Corporation
dated March 16, 1995 99.2 7
NEWS RELEASE
For further
information W. Harold Parker, Jr.(CCBF) (919) 683-7631
contact: Pressley A. Ridgill (SCBC) (704) 855-6154
FOR IMMEDIATE RELEASE February 24, 1995
CCB FINANCIAL CORPORATION AND SECURITY CAPITAL BANCORP
ANNOUNCE RECEIPT OF REGULATORY APPROVALS
Durham and Salisbury, North Carolina---CCB
Financial Corporation (CCBF:Nasdaq) and Security
Capital Bancorp (SCBC:Nasdaq) jointly announced
today that they have received the requisite
approvals from federal and state regulatory
authorities for the mergers of SCBC into CCB and
SCBC's financial institution subsidiaries into
Central Carolina Bank and Trust Company, CCB's
primary banking subsidiary. The proposed merger of
SCBC into CCB will be submitted to their respective
shareholders for approval at separate meetings on
March 16th.
SCBC is a $1.2 billion bank holding company
operating 43 offices in 27 communities located in 13
counties in the south central and western Piedmont
regions of North Carolina through its banking
subsidiaries: Security Capital Bank and OMNIBANK,
SSB, Salisbury, North Carolina; Citizens Savings,
SSB, Concord, North Carolina; and Home Savings Bank,
SSB, Kings Mountain, North Carolina. Security
Capital Bank is also in the process of acquiring
from First Union National Bank a total of three
offices located in Charlotte, Rockingham and Hamlet,
North Carolina having aggregate deposits of
approximately $50 million. Through Central Carolina
Bank and other subsidiaries, CCB currently operates
112 offices in North Carolina and has over $3.5
billion in assets.
As the resulting corporation, CCB will have
assets of more than $4.7 billion. It will be North
Carolina's seventh largest bank, serving over 50% of
the state's population, and will have the fourth
largest market share in Charlotte, the state's
largest city.
Ernest C. Roessler, President and Chief
Executive Officer of CCB, stated that "we are
pleased that the various banking regulators have
acted so promptly in approving our combination with
Security Capital. We look forward to receiving
shareholder approvals and to taking advantage of the
many opportunities the merger will provide."
David B. Jordan, Vice-Chairman and Chief
Executive Officer of SCBC, commented: "We are
excited that the merger process is quickly moving to
its conclusion. The merger will result in a
combined company having enhanced shares of critical
banking markets and with the financial resources and
operating efficiencies necessary to compete
profitably in those markets."
Under the merger agreement between CCB and
SCBC, each share of SCBC's common stock will be
converted through a tax-free exchange into .50 of a
share of CCB common stock, subject to the
satisfaction of certain conditions. In this regard,
Mr. Jordan stated that "we are pleased to note the
recent strengthening of the market's valuation of
bank stocks in general and CCB's stock in
particular."
The merger is expected to be completed in mid-
May, 1995.
NEWS RELEASE
For further
information W. Harold Parker, Jr.(CCBF) (919) 683-7631
contact: Pressley A. Ridgill (SCBC) (704) 855-6154
FOR IMMEDIATE RELEASE March 16, 1995
SHAREHOLDERS OF CCB FINANCIAL CORPORATION AND
SECURITY CAPITAL BANCORP APPROVE MERGER
Durham and Salisbury, North Carolina---CCB
Financial Corporation (CCBF:Nasdaq) and Security
Capital Bancorp (SCBC:Nasdaq) jointly announced
today that their respective shareholders approved the
merger of SCBC into CCBF at special shareholder meetings
held on March 16, 1995. Over 92% of the shares of
CCBF and SCBC voted at these separate meetings were
cast in favor of the merger proposal.
Ernest C. Roessler, President and Chief
Executive Officer of CCB, stated that "we are
pleased that this final approval necessary to close our
merger with Security Capital has been obtained.
We are excited about combining our companies
and moving forward in achieving the opportunities
that will be available to us. The merger will
result in a significant increase in CCB's
share of the critical Charlotte banking market
and will provide us with substantial presence
in a number of the important market areas in
the south central and western Piedmont regions
of North Carolina."
David B. Jordan, Vice-Chairman and
Chief Executive Officer of SCBC, commented:
"The overwhelming support of our shareholders
for the merger confirms the judgment of our
management and Board of Directors that the
combination of Security Capital and CCBF is in
the best interests of our shareholders and
will provide them with a
significant ownership interest in a company with
the financial strength, resources, market
presence, breadth of products and services and
opportunities for operating efficiencies
necessary to compete successfully in the
increasingly concentrated financial services
industry. We are gratified by our
shareholders' support. This is a significant
event in the history of our two companies
and presents exciting prospects for our
combined company's future."
As the resulting corporation, CCBF will
have consolidated assets of more than $4.7
billion and will operate approximately 150
offices in North Carolina. The great majority
of these offices will be in the populous and
commercially developed area of the State
extending from the Research Triangle region
surrounding Raleigh and Durham, North
Carolina, along the I-85/I-40 corridors through
the Piedmont Triad region surrounding
Greensboro and Winston-Salem, to the Metrolina
region surrounding Charlotte.
CCBF and SCBC currently expect the merger, and
the related mergers of SCBC's financial institution
subsidiaries, Security Capital and OMNIBANK, SSB
(Salisbury, North Carolina), Citizens Savings, SSB,
(Concord, North Carolina), and Home Savings Bank,
SSB (Kings Mountain, North Carolina) into Central
Carolina Bank and Trust Company, to close on May 19,
1995.
