<PAGE>
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant []
Check the appropriate box:
[X] Preliminary Proxy Statement
[] Definitive Proxy Statement
[] Definitive Additional Materials
[] Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
CCB FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
CCB FINANCIAL CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fees (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:*
4) Proposed maximum aggregate value of transaction:
*Set forth the amount on which the filing fee is calculated and state how it
was determined.
[] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PRELIMINARY COPY
CCB FINANCIAL CORPORATION
111 CORCORAN STREET
POST OFFICE BOX 931
DURHAM, NORTH CAROLINA 27702
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 1995
NOTICE is hereby given that the Annual Meeting of Shareholders of CCB
Financial Corporation (the "Corporation") will be held as follows:
<TABLE>
<S> <C>
PLACE: George Watts Hill Alumni Center, Stadium Drive at Ridge
Road on the campus of the University of North Carolina at
Chapel Hill, Chapel Hill, North Carolina
DATE: Tuesday, April 18, 1995
TIME: 11:00 A.M.
</TABLE>
For your convenience, a map with directions to the George Watts Hill Alumni
Center appears on the back outside cover of the accompanying Proxy Statement.
THE PURPOSES OF THE ANNUAL MEETING ARE:
1. To elect 12 members of the Board of Directors for one-year terms.
2. To consider a proposal to amend the Corporation's Restated Charter
to eliminate the current requirement that certain business combinations be
approved by at least a 75% favorable vote.
3. To consider a proposal to increase the number of authorized shares
of the Corporation's common and preferred stock from 35,000,000 to
55,000,000.
4. To consider a proposal to ratify the appointment of KPMG Peat
Marwick LLP as the Corporation's independent accountants for 1995.
5. To consider and act on any other matters that may properly come
before the Annual Meeting.
The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting has been set as the close of business on
February 28, 1995.
EVEN IF YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO MARK, DATE, AND SIGN THE ENCLOSED APPOINTMENT OF PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE
YOUR APPOINTMENT OF PROXY AND VOTE YOUR SHARES IN PERSON.
Sincerely,
ERNEST C. ROESSLER,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
March , 1995
<PAGE>
PRELIMINARY COPY
CCB FINANCIAL CORPORATION
111 CORCORAN STREET
POST OFFICE BOX 931
DURHAM, NORTH CAROLINA 27702
PROXY STATEMENT
MAILING DATE: MARCH , 1995
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 1995
GENERAL
This Proxy Statement is being distributed in connection with the
solicitation by the Board of Directors of CCB Financial Corporation (the
"Corporation") of appointments of proxy in the form enclosed herewith for the
1995 Annual Meeting of Shareholders of the Corporation and any adjournments
thereof (the "Annual Meeting"). The Annual Meeting will be held on Tuesday,
April 18, 1995, beginning at 11:00 A.M., at the George Watts Hill Alumni Center,
Stadium Drive at Ridge Road on the campus of the University of North Carolina at
Chapel Hill, Chapel Hill, North Carolina. For your convenience, a map with
directions to the George Watts Hill Alumni Center appears on the back outside
cover of this Proxy Statement.
As used in this Proxy Statement, the term "the Bank" refers to the
Corporation's North Carolina-chartered commercial bank subsidiary, Central
Carolina Bank and Trust Company.
VOTING OF APPOINTMENTS OF PROXIES; REVOCATION
Persons named in the enclosed appointment of proxy as proxies for
shareholders at the Annual Meeting are Richard W. Every, Secretary of the
Corporation and the Bank, W. Harold Parker, Jr., Controller of the Corporation
and the Bank, and Manuel L. Rojas, General Auditor of the Bank. Shares
represented by each appointment of proxy which is properly executed, returned,
and not revoked, will be voted in accordance with the directions contained
therein. If no directions are given, those shares will be voted "FOR" the
election of each of the 12 nominees for director named in Proposal 1 and "FOR"
each of the other proposals described herein. If, at or before the time of the
Annual Meeting, any nominee named in Proposal 1 becomes unavailable for any
reason, the proxies will be authorized to vote for a substitute nominee. On such
other matters as may properly come before the meeting, the proxies will be
authorized to vote shares represented by appointments of proxy in accordance
with their best judgment.
A shareholder may revoke an appointment of proxy at any time before the
shares represented by it have been voted by filing with Mr. Every an instrument
revoking it or a properly executed appointment of proxy bearing a later date, or
by attending the Annual Meeting and announcing his or her intention to vote in
person.
EXPENSES OF SOLICITATION
The Corporation will pay the cost of preparing, assembling, and mailing
this Proxy Statement and other proxy solicitation expenses. In addition to the
use of the mail, appointments of proxy may be solicited in person or by
telephone by officers, directors, or employees of the Corporation and its
subsidiaries without additional compensation. The Corporation has engaged
Corporate Investor Communications, Inc. to assist in the solicitation of
appointments of proxy. The fee for such services will be approximately $3,500,
plus reimbursement of reasonable out-of-pocket expenses. The Corporation also
will reimburse brokerage houses and other nominees for expenses incurred in
forwarding the Corporation's proxy materials to beneficial owners of its voting
securities.
RECORD DATE
The Board of Directors has set February 28, 1995, as the record date (the
"Record Date") for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting. Only shareholders of record on that date will be
entitled to vote at the Annual Meeting.
<PAGE>
VOTING SECURITIES
The voting securities of the Corporation are the shares of its $5.00 par
value common stock ("Common Stock"), of which 30,000,000 shares were authorized
and 9,108,895 shares were outstanding on the Record Date.
VOTING PROCEDURES; VOTES REQUIRED FOR APPROVAL
At the Annual Meeting, each shareholder will be entitled to cast one vote
for each share of Common Stock held of record on the Record Date for each matter
submitted for voting and, in the election of directors, for each director to be
elected.
In voting for directors under Proposal 1, the 12 nominees receiving the
highest numbers of votes will be elected. Approval of Proposal 2 will require at
least 6,831,671 favorable votes, which constitutes 75% of the votes eligible to
be cast on Proposal 2. In the case of Proposals 3 and 4, for each of such
proposals to be approved the number of votes cast for approval must exceed the
number of votes cast against the proposal. Except in the voting on Proposal 2,
abstentions and broker nonvotes will have no effect. Because the affirmative
vote of 75% of all outstanding shares is required to approve Proposal 2,
abstentions and broker nonvotes will have the same effect as votes against
Proposal 2.
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
Set forth below is information regarding the only person known to
management of the Corporation to beneficially own more than 5% of the issued and
outstanding shares of Common Stock as of January 25, 1995.
<TABLE>
<CAPTION>
PERCENTAGE
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS(1)
<S> <C> <C>
Central Carolina Bank and 685,330(2) 7.52%
Trust Company
111 Corcoran Street
Durham, North Carolina 27702
</TABLE>
(1) The calculation of the percentage of class beneficially owned is based on
the 9,108,895 shares of the Corporation's Common Stock issued and
outstanding on January 25, 1995.
(2) Shares beneficially owned by the Bank are held through its Trust Department
in various fiduciary capacities. In addition to the shares reflected above,
the Bank holds certain other shares in various fiduciary capacities as to
which the Bank disclaims beneficial ownership. The aggregate number of
shares held by the Bank includes 573,711 shares over which the Bank
exercises sole voting power, 114,745 shares over which the Bank has shared
voting power, 321,604 shares over which the Bank has sole investment power,
and 276,009 shares over which the Bank has shared investment power.
2
<PAGE>
Set forth below is information as of January 25, 1995 regarding the
beneficial ownership of Common Stock by the Corporation's current directors,
certain of its executive officers individually, and by all current directors and
executive officers of the Corporation as a group.
<TABLE>
<CAPTION>
PERCENTAGE
AMOUNT AND NATURE OF OF
NAME BENEFICIAL OWNERSHIP(1) CLASS(2)
<S> <C> <C>
J. Harper Beall, III 14,815(3) 0.16%
James B. Brame, Jr. 1,971 0.02%
Timothy B. Burnett 1,000 0.01%
W. L. Burns, Jr. 133,642(4) 1.47%
Arthur W. Clark 27,531 0.30%
Kinsley van R. Dey, Jr. 9,352(5) 0.10%
Mrs. Frances Hill Fox 222,702 2.44%
T. E. Haigler, Jr. 2,400 0.03%
Edward S. Holmes 4,320(6) 0.05%
Owen G. Kenan 3,730(7) 0.04%
Eugene J. McDonald 1,691(8) 0.02%
Hamilton W. McKay, Jr., M.D. 4,036(9) 0.04%
Eric B. Munson 275 *
Ernest C. Roessler 14,934(10) 0.16%
John B. Stedman 42,815(11) 0.47%
H. Allen Tate, Jr. 16,826(12) 0.18%
Dr. Phail Wynn, Jr. 527 0.01%
J. Scott Edwards 19,352(13) 0.21%
Richard L. Furr 14,713(14) 0.16%
All current directors and 536,632(15) 5.89%
executive officers as a
group (19 persons)
</TABLE>
(1) Except as otherwise noted, each individual exercises sole voting and
investment power with respect to all shares shown as beneficially owned.
(2) An asterisk (*) indicates less than .01%. The calculations of the
percentage of class beneficially owned by each individual and the group as
a whole are based, in each case, on the 9,108,895 shares of Common Stock
issued and outstanding at January 25, 1995 plus the number of shares
capable of being issued to that individual (if any) and to the group,
respectively, as a whole within 60 days upon the exercise of stock options
held by each of them (if any) and by the group, respectively.
(3) Includes 4,320 shares with respect to which Mr. Beall exercises sole voting
power only and 4,321 shares which he could purchase under a presently
exercisable option and as to which he is considered to have sole investment
power only.
(4) Includes 34,884 shares with respect to which Mr. Burns exercises shared
voting and investment power and 13,071 shares with respect to which he
exercises sole voting power only.
(5) Includes 1,012 shares with respect to which Mr. Dey exercises shared voting
and investment power.
(6) Does not include 21,648 shares held by Mr. Holmes' spouse and with respect
to which he disclaims any beneficial ownership.
(7) Includes 3,530 shares with respect to which Mr. Kenan exercises shared
voting and investment power.
(8) Includes 1,585 shares with respect to which Mr. McDonald exercises shared
voting and investment power.
(9) Does not include 1,057 shares held by Dr. McKay's spouse and son and with
respect to which he disclaims any beneficial ownership.
(10) Includes 4,320 shares with respect to which Mr. Roessler exercises sole
voting power only, 2,183 shares with respect to which he exercises shared
voting and investment power, and 2,054 shares which he could purchase under
a presently exercisable option and as to which he is considered to have
sole investment power only.
(11) Includes 2,366 shares with respect to which Mr. Stedman exercises shared
voting and investment power.
3
<PAGE>
(12) Includes 6,418 shares with respect to which Mr. Tate exercises shared
voting and investment power. Does not include a total of 2,787 shares held
by or for Mr. Tate's spouse and children and with respect to which he
disclaims any beneficial ownership.
(13) Includes 4,282 shares with respect to which Mr. Edwards exercises sole
voting power only, 262 shares with respect to which Mr. Edwards exercises
shared voting and investment power and 1,194 shares which he could purchase
under a presently exercisable option and as to which he is considered to
have sole investment power only.
(14) Includes 4,282 shares with respect to which Mr. Furr exercises sole voting
power only, 1,738 shares with respect to which Mr. Furr exercises shared
voting and investment power and 1,194 shares which he could purchase under
a presently exercisable option and as to which he is considered to have
sole investment power only.
(15) Includes an aggregate of 443,616 shares with respect to which current
directors and Named Executive Officers (as herinafter defined) exercise
sole voting and investment power, 53,978 shares with respect to which they
have shared voting and investment power, and 30,275 shares with respect to
which they have sole voting power only and 8,763 shares which such persons
could purchase under presently exercisable options and as to which they
have sole investment power only.
PROPOSAL 1. ELECTION OF BOARD OF DIRECTORS
At the 1994 Annual Meeting, the number of the Corporation's directors was
set by the shareholders at 18. One director elected at the 1994 Annual Meeting,
George R. Herbert, died in January 1995. Five current directors, Arthur W.
Clark, Kinsley van R. Dey, Jr., Frances Hill Fox, T.E. Haigler, Jr., and John B.
Stedman, have chosen to retire upon the expiration of their term at the 1995
Annual Meeting.
On March 16, 1995, the shareholders of the Corporation approved an
amendment to the Corporation's bylaws that authorizes the Board of Directors to
fix the number of directors from time to time within a specified range of not
less than five nor more than 30. Pursuant to that amendment, the Board of
Directors has fixed the number of directors to be elected at the 1995 Annual
Meeting at 12. The Board of Directors has nominated the 12 persons listed on the
following table for election as directors for terms of one year or until their
respective successors are duly elected and qualified.
4
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
12 NOMINEES NAMED BELOW.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND AGE AND OTHER DIRECTORSHIPS
<S> <C>
J. Harper Beall, III President, Fairfield Chair Company (furniture manufacturer)
(53)
James B. Brame, Jr.(2) President, Brame Specialty Co., Inc. (paper products, office supplies,
(49) and office equipment)
Timothy B. Burnett President, Bessemer Improvement Company (industrial and commercial real
(54) estate development)
W. L. Burns, Jr.(3) Chairman of the Board of the Corporation and the Bank
(68)
Edward S. Holmes Partner, Holmes & McLaurin (attorneys)
(65)
Owen G. Kenan President, Kenan Enterprises, Inc. (commercial real estate holding
(51) company), Kenan Oil Co., Inc. (petroleum products), Kenan
Developments, Inc. (commercial real estate developer); also serves as
Director, Kenan Transport Co., Inc. (bulk products hauler), Vice
Chairman, Flagler Systems, Inc. (hotel and property management), and
Chairman, Kenan Global Enterprises, 11c (international investments)
Eugene J. McDonald President, Duke Management Company (asset management company affiliated
(62) with Duke University); Executive Vice President, Duke University; also
serves as Director, SBSF Funds, Inc., Sphinx Pharmaceuticals, and Flag
Group of Mutual Funds
Hamilton W. McKay, Jr., M.D. Physician, Carolina Asthma & Allergy Center, P.A.
(65)
Eric B. Munson Executive Director, University of North Carolina Hospitals
(52)
Ernest C. Roessler(3) President and Chief Executive Officer of the Corporation and the Bank
(53)
H. Allen Tate, Jr.(4) President, Allen Tate Company, Inc. (residential real estate broker)
(63)
Dr. Phail Wynn, Jr. President, Durham Technical Community College
(47)
<CAPTION>
NAME AND AGE DIRECTOR SINCE(1)
<S> <C>
J. Harper Beall, III 1994
(53)
James B. Brame, Jr.(2) 1993
(49)
Timothy B. Burnett 1994
(54)
W. L. Burns, Jr.(3) 1972
(68)
Edward S. Holmes 1973
(65)
Owen G. Kenan 1981
(51)
Eugene J. McDonald 1985
(62)
Hamilton W. McKay, Jr., M.D. 1990
(65)
Eric B. Munson 1985
(52)
Ernest C. Roessler(3) 1993
(53)
H. Allen Tate, Jr.(4) 1989
(63)
Dr. Phail Wynn, Jr. 1992
(47)
</TABLE>
(1) Refers to the year in which a person first was elected a director of the
Corporation or, if prior to its organization in 1983, the year in which such
person first was elected a director of the Bank.
(2) During 1994, the Bank purchased office supplies and other products from
Brame Specialty Co., Inc. in an aggregate amount of $467,419.
(3) Mr. Burns retired from his positions as President and Chief Executive
Officer of the Corporation and the Bank effective April 6, 1993. The Board
of Directors elected Mr. Roessler to succeed Mr. Burns in those positions
effective upon Mr. Burns' retirement.
(4) Mr. Tate is involved, either individually or through his company, as a
principal shareholder, officer, director, or partner in numerous other firms
engaged in the development or sale of real estate, residential construction,
and real estate investments.
DIRECTORS' COMPENSATION
During 1994 each director of the Corporation, other than directors who were
also officers or members of the Executive Committee, received a retainer of
$6,000. If the director was a non-officer member of the Executive Committee, he
received a retainer of $7,000. Directors who also were officers of the
Corporation or the Bank did not receive retainers. Directors received a fee of
$600 for each meeting of the Board of Directors attended and for attendance at
each meeting of a committee of the Board of Directors. If the director also
served as chairman of the committee, he received an additional fee of $100 for
attendance at each committee meeting.
For 1995, the standard director's annual retainer and the Executive
Committee annual retainer will be increased to $7,500 and meeting attendance
fees will be increased to $750 per meeting. The attendance fee for committee
meetings will remain at $600. The supplemental fee for serving as chairman of a
committee will be increased to $250 per meeting.
5
<PAGE>
Directors have the option to defer their fees each year under an
arrangement whereby the Corporation pays interest on deferred amounts at
prevailing money market rates. Total directors' fees payable for 1994 were
$297,500, of which $228,250 was paid to directors and $69,250 was deferred.
Upon his retirement as Chief Executive Officer in April 1993, Mr. Burns and
the Corporation entered into an agreement pursuant to which Mr. Burns agreed to
serve as a part-time government relations, marketing, and acquisitions
consultant to the Corporation for a term of one year. The agreement also
contains a non-competition provision that prohibits Mr. Burns from directly or
indirectly owning or participating in the management or operation of another
financial institution in Wake, Orange, or Durham Counties of North Carolina
during the term of the agreement and for a period of two years after its
termination. In April 1994, the parties agreed to a one-year extension of this
agreement. The agreement, as extended, provides for an annual base salary of
$60,000.
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
The Board of Directors held five regular meetings and one special meeting
during 1994. All incumbent directors attended more than 75% of the total number
of meetings of the Board of Directors and its committees on which they served
during 1994.
The Board of Directors has several standing committees, including an Audit
Committee, a Nominating Committee, and a Compensation Committee. The voting
members of these committees are appointed by the Board of Directors annually
from among its members. Additionally, certain officers of the Corporation and
the Bank are appointed to serve as non-voting, advisory members of each
committee.
The current members of the Audit Committee are Mr. Munson, who serves as
Chairman, and Messrs. Brame, Burnett, Burns, Dey, and Dr. Wynn. Officers
currently serving as non-voting, advisory members are Messrs. Rojas, Parker, J.
Scott Edwards, Executive Vice President of the Corporation and the Bank, and B.
W. Harris, Jr., retired Comptroller of the Bank. The primary functions of the
Audit Committee are to provide additional assurance regarding the integrity of
financial information used by the Board of Directors and distributed to the
public by the Corporation and to oversee and monitor the activities of the
Corporation's internal and external audit processes. The committee met five
times during 1994.
The current members of the Nominating Committee are Mr. Holmes, who serves
as Chairman, Messrs. McDonald and Munson, and Drs. McKay and Wynn. Messrs. Every
and Roessler currently serve as non-voting, advisory members. The primary
function of the Nominating Committee is to recommend candidates to the Board of
Directors for selection as nominees for election as directors. In making its
recommendations for the 1996 Annual Meeting, the Nominating Committee will
consider nominee candidates recommended by shareholders if their names are
submitted in writing to Mr. Every by November 15, 1995. The committee has met
one time since the 1994 Annual Meeting.
The Compensation Committee administers the Corporation's compensation
program and has responsibility for matters involving the compensation of
executive officers of the Corporation and the Bank. With respect to salaries,
however, the Compensation Committee only establishes salary ranges for executive
officers while the Executive Committee sets actual salaries within those ranges.
All actions of the Compensation Committee are subject to review by the full
Board of Directors. The membership of the Compensation Committee, which met four
times during 1994, is described below.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee are Mr. McDonald, who
serves as Chairman, and Messrs. Burns, Clark, Day, Haigler, and Munson, with
Messrs. Roessler and J. Kent Fawcett, Senior Vice President and Personnel
Director of the Corporation and the Bank, serving as non-voting, advisory
members.
The current members of the Executive Committee are Mr. Roessler, who serves
as Chairman, and Messrs. Burns, Clark, Haigler, Holmes, and McDonald, with
Messrs. Edwards and Richard L. Furr, Executive Vice President of the Corporation
and the Bank, serving as non-voting, advisory members. During 1994, Messrs.
Burns, Roessler, Fawcett, Edwards, and Furr each served as an officer of the
Corporation and the Bank.
COMPENSATION COMMITTEE REPORT
GENERAL. It is the policy of the Compensation Committee to provide a fully
competitive, performance-based compensation program such as will enable the
Corporation to attract, motivate, and retain qualified executive officers.
During 1994, the Corporation's executive compensation program provided for (a)
annual compensation consisting of base salaries
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<PAGE>
combined with cash incentive bonuses based on the Corporation's financial
performance and (b) long-term compensation consisting of periodic stock option
awards combined with incentive compensation based on the Corporation's financial
performance. The Corporation also provided certain other compensation plans
customary for companies of comparable size. The annual and long-term
compensation programs were intended to be competitive with median levels of
incentive compensation paid by the Corporation's competitors and were developed
based on recommendations of The Wyatt Company ("Wyatt"), an independent
compensation consulting firm.
The Omnibus Reconciliation Act of 1993 amended Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), to limit the
deductibility of annual compensation in excess of $1,000,000 paid by public
corporations to certain executive officers. As the Corporation presently does
not compensate any officer in an amount approaching $1,000,000 per year, the
Compensation Committee has not adopted a policy with respect to Section 162(m).
The following is a discussion of each element of the compensation program
for 1994 with respect to the Corporation's executive officers named in the
Summary Compensation Table set forth below (the "Named Executive Officers"),
including Mr. Roessler.
ANNUAL COMPENSATION PROGRAM. The 1994 base salary for Mr. Roessler was set
on a subjective basis by the Executive Committee within a range determined on an
objective basis by the Compensation Committee to be competitive with the base
salaries paid to chief executive officers of comparable sized bank holding
companies. The Compensation Committee obtained from Wyatt, a report listing the
base salaries of the chief executive officers of approximately 80 unnamed bank
holding companies ranging in size from $500 million to $10 billion in total
assets. A graphic summary of this information was prepared to correlate reported
base salaries and asset sizes. The correlated average for a bank holding company
having total assets equal in amount to the Corporation's formed the midpoint of
the salary range determined by the Compensation Committee. The 1994 salary set
by the Executive Committee for Mr. Roessler was slightly higher than the minimum
of such range.
The 1994 salaries of the other Named Executive Officers were set during
February 1994, within ranges established by the Compensation Committee, by the
Executive Committee based on its evaluation of the performance and levels of
responsibility of each officer and their contribution to the Corporation's
financial performance, measured in terms of its return on assets and return on
equity, for the prior fiscal year. The salary ranges for the other Named
Executive Officers were set by the Compensation Committee based on its
evaluation of the level of demands and responsibility required by each executive
position and by the levels of compensation paid by financial institutions of
comparable size for similar positions. This comparative analysis was based upon
information obtained from Wyatt regarding salaries paid to executive officers of
bank holding companies of comparable asset size, expressed in terms of the ratio
of such salaries to the salaries of their respective chief executive officers.
The cash incentive bonuses paid for 1994 to Mr. Roessler and to each of the
other Named Executive Officers were determined under the terms of the Executive
Management Incentive Plan (the "Incentive Plan") based on the Corporation's 1994
financial performance, measured in terms of the Corporation's return on assets,
return on equity, earnings per share, and efficiency ratio. The Incentive Plan
uses a "target bonus" approach to determine the size of each eligible employee's
bonus. A participant's base salary and salary grade as of the first day of the
fiscal year is used to determine such participant's target bonus. During 1994,
individual target bonuses, as a percentage of annual base salary, ranged from a
low of four percent to a high of 25 percent. The overall bonus fund is the sum
of the target bonuses of all participants. Actual bonus amounts for participants
in the Incentive Plan may be higher or lower than their target bonus amounts and
are based upon a comparison of the Corporation's actual performance to the
designated performance measures. The maximum bonus for any participant generally
may not exceed 150% of his or her target bonus. Additionally, the Corporation's
total net income for the fiscal year must exceed a minimum threshold amount in
order for any bonuses to be paid under the Incentive Plan. Payment of bonuses
under the Incentive Plan are made annually within 75 days of the end of the
fiscal year, subject to approval by the Executive Committee. For the year ended
December 31, 1994, the Corporation exceeded the designated performance measures
by a weighted average of 129% and surpassed the applicable minimum net income
threshold. Consequently, the actual bonuses received by Mr. Roessler and by each
of the other Named Executive Officers for 1994 were equal to 129% of their
respective target bonuses.
Other forms of annual compensation listed in the Summary Compensation Table
below for 1994 include the Corporation's matching contributions (the "Matching
Contributions") to the account of each Named Executive Officer under the
Corporation's Section 401(k) Retirement Savings Plan (the "401(k) Plan") and the
portion of the Corporation's special discretionary contribution to the 401(k)
Plan (the "Discretionary Contribution") allocated to the account of each Named
Executive Officer. The Matching Contributions for Mr. Roessler and the other
Named Executive Officers were based on
7
<PAGE>
a formula contained in the terms of the 401(k) Plan and were not related to the
Corporation's or the individual officer's performance for the year. The total
amount of the Discretionary Contribution generally was based upon the
Corporation's financial performance for 1994, measured in terms of earnings per
share, net income, return on assets, and return on equity, although there was no
specific formula or other mechanism by which the amount was determined. The
portion of the Discretionary Contribution allocated to the accounts of Mr.
Roessler and the other Named Executive Officers was based upon a formula
contained in the terms of the 401(k) Plan.
LONG-TERM COMPENSATION PROGRAM. To enable the Corporation to attract,
retain, and motivate key employees and directors, the Board of Directors adopted
the Long-Term Incentive Plan (the "LTIP"). The LTIP was approved by the
shareholders of the Corporation at their 1994 Annual Meeting and has a ten-year
term. The objective of the LTIP is to provide the Board of Directors with the
means to reward achievement of long-term goals in a manner more flexible than
that provided by the Corporation's previous long-term incentive compensation
arrangements. Under the LTIP, restricted stock, stock options, and performance
units (payable in cash, restricted stock, or unrestricted stock) may
periodically be granted in various combinations to key officers and directors.
The LTIP is administered by the Compensation Committee. It presently is the
intention of the Compensation Committee to make awards only to key officers
under the LTIP. Each officer receiving an award under the LTIP must enter into a
written agreement with the Corporation setting forth the restrictions, terms,
and conditions of that particular award.
During 1994, Mr. Roessler and each of the other Named Executive Officers
received awards under the LTIP in the form of incentive stock options ("ISOs")
and performance units ("Units"). The ISOs awarded in 1994 have an exercise price
of $33.50 per share, vest over a three-year period, and have a term of ten
years. The Units awarded in 1994 have a designated value of $100 each and will
vest only if the Corporation meets or exceeds a specified average return on
equity and return on assets over a three-year period ending on December 31,
1996. The vesting of Units also is subject to the Corporation's achievement of a
minimum level of shareholder return over the three-year performance period. If
the targeted performance goals are met, payment in settlement of earned Units
will be made as soon as practical following the conclusion of the performance
period in cash, shares of restricted Common Stock, or shares of unrestricted
Common Stock. The number of ISOs and Units awarded to Mr. Roessler and to each
of the other Named Executive Officers was based in each case upon a specified
percentage of their current base salary.
COMPENSATION COMMITTEE AT DECEMBER 31, 1994:
EUGENE J. MCDONALD, CHAIRMAN
W. L. BURNS, JR.
ARTHUR W. CLARK
KINSLEY VAN R. DEY, JR.
T.E. HAIGLER, JR.
ERIC B. MUNSON
ERNEST C. ROESSLER*
J. KENT FAWCETT*
EXECUTIVE COMMITTEE AT
DECEMBER 31, 1994:
ERNEST C. ROESSLER, CHAIRMAN
W. L. BURNS, JR.
ARTHUR W. CLARK
T.E. HAIGLER, JR.
EDWARD S. HOLMES
EUGENE J. MCDONALD
J. SCOTT EDWARDS*
RICHARD L. FURR*
* Denotes a non-voting, advisory member of the committee.
8
<PAGE>
EXECUTIVE COMPENSATION
The following table shows, for 1994, 1993, and 1992, the cash and certain
other compensation paid to or received or deferred by the Named Executive
Officers, including the Chief Executive Officer, in all capacities in which they
served.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
OTHER RESTRICTED SECURITIES PAYOUTS
NAME AND ANNUAL STOCK UNDERLYING LTIP
PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS PAYOUTS
POSITION YEAR ($)(1) ($)(2) ($) ($)(3) (#) ($)(4)
<S> <C> <C> <C> <C> <C> <C> <C>
Ernest C. Roessler, 1994 283,250 88,550 -- -- 6,160 60,949
President and Chief Executive Officer 1993 241,323 62,986 -- 53,438 -- --
of the Corporation and the Bank 1992 161,178 22,654 -- -- -- --
J. Scott Edwards, 1994 206,000 54,096 -- -- 3,580 60,949
Executive Vice President of the 1993 184,608 38,841 -- 53,438 -- --
Corporation
and the Bank 1992 156,491 22,361 -- -- -- --
Richard L. Furr, 1994 206,000 54,096 -- -- 3,580 60,949
Executive Vice President of the 1993 184,608 38,841 -- 53,438 -- --
Corporation
and the Bank 1992 156,972 22,361 -- -- -- --
<CAPTION>
ALL
NAME AND OTHER
PRINCIPAL COMPENSATION
POSITION ($)(5)
<S> <C>
Ernest C. Roessler, 16,017
President and Chief Executive Officer 11,692
of the Corporation and the Bank 8,223
J. Scott Edwards, 11,318
Executive Vice President of the 9,173
Corporation
and the Bank 8,087
Richard L. Furr, 11,318
Executive Vice President of the 9,173
Corporation
and the Bank 8,095
</TABLE>
(1) Consists of salary payable to each Named Executive Officer, including
portions of salary deferred at the election of each officer.
(2) Consists entirely of cash bonuses paid to the Named Executive Officers under
the Incentive Plan. See "Compensation Committee Report."
(3) Reflects the market value, on the date of award, of shares of Common Stock
awarded under a restricted stock plan. During 1993, Messrs. Roessler,
Edwards, and Furr were each awarded 1,500 shares of restricted stock subject
to a three-year vesting period. At December 31, 1994, the Named Executive
Officers held outstanding awards which remained subject to restrictions and
which included the following aggregate numbers and market values of shares:
Mr. Roessler -- 4,320 shares valued at $150,120; Mr. Edwards -- 4,282 shares
valued at $148,800; Mr. Furr -- 4,282 shares valued at $148,800. Holders of
shares included these awards are eligible to receive dividends paid by the
Corporation on its Common Stock.
(4) During 1994, the restriction period expired on certain performance units
awarded during 1989 to the Named Executive Officers.
(5) The amount listed for each Named Executive Officer for 1994 includes (i) the
Bank's matching contributions on behalf of that executive officer to the
401(k) Plan and (ii) the portion of the Discretionary Contribution to the
401(k) Plan which was allocated to the account of that executive officer.
Those separate amounts for each Named Executive Officer are, respectively:
Mr. Roessler -- $10,140 and $5,877; Mr. Edwards -- $7,165 and $4,153; Mr.
Furr -- $7,165 and $4,153.
9
<PAGE>
The following table sets forth information with regard to grants of ISOs
during the fiscal year ended December 31, 1994. All such grants were made under
the LTIP.
OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
NUMBER POTENTIAL REALIZABLE
OF SECURITIES PERCENT OF TOTAL VALUE AT ASSUMED
UNDERLYING OPTIONS GRANTED ANNUAL RATES OF STOCK
OPTIONS TO EMPLOYEES IN EXERCISE OR PRICE APPRECIATION
GRANTED 1994 BASE PRICE EXPIRATION FOR OPTION TERM
NAME (#)(1) (#) ($/SH.) DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Ernest C. Roessler 6,160 11.0 33.50 4/19/2004 129,779 328,885
J. Scott Edwards 3,580 6.4 33.50 4/19/2004 75,423 191,138
Richard L. Furr 3,580 6.4 33.50 4/19/2004 75,423 191,138
</TABLE>
(1) Each option granted in 1994 will be eligible for treatment as an "incentive
stock option" under the Code if certain holding period and other
requirements are met and will vest in equal annual installments over a
three-year period beginning in 1994.
The following table sets forth information with regard to option exercises
during the fiscal year ended December 31, 1994.
AGGREGATED OPTION EXERCISES IN 1994
AND OPTION VALUES AT DECEMBER 31, 1994
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
IN-THE-MONEY
NUMBER OF SECURITIES OPTIONS AT
UNDERLYING DECEMBER
UNEXERCISED OPTIONS AT 31, 1994
SHARES ACQUIRED VALUE DECEMBER 31, 1994 (#) ($) (1)
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE
<S> <C> <C> <C> <C> <C>
Ernest C. Roessler -- -- 2,054 4,106 2,568
J. Scott Edwards -- -- 1,194 2,386 1,493
Richard L. Furr -- -- 1,194 2,386 1,493
<CAPTION>
NAME UNEXERCISABLE
<S> <C>
Ernest C. Roessler 5,132
J. Scott Edwards 2,982
Richard L. Furr 2,982
</TABLE>
(1) Closing price of the Corporation's Common Stock at December 31, 1994 was
$34.75.
The following table sets forth information with regard to Units granted
during 1994. All Units were granted under the LTIP. Each Unit has a designated
value of $100 and will vest only if the Corporation meets or exceeds a specified
average return on equity and return on assets over a three-year period beginning
January 1, 1994 and ending December 31, 1996.
LONG-TERM INCENTIVE PLANS -- AWARDS IN 1994
<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS
OR OTHER
PERIOD UNDER
NUMBER OF SHARES UNTIL NON-STOCK PRICE-BASED PLANS
UNITS OR OTHER MATURATION OR TARGET
NAME RIGHTS (#) PAYOUT THRESHOLD ($) MAXIMUM
<S> <C> <C> <C> <C> <C>
Ernest C. Roessler 690 1994-96 -- 69,000 --
J. Scott Edwards 400 1994-96 -- 40,000 --
Richard L. Furr 400 1994-96 -- 40,000 --
</TABLE>
10
<PAGE>
PENSION PLAN
The Corporation maintains a qualified, defined benefit pension plan (the
"Pension Plan") in which substantially all full-time employees of the
Corporation and its subsidiaries who have been continuously employed for a
period of 12 months participate. The following table shows the estimated annual
benefit payable under the Pension Plan to participants following retirement at
age 65, which is the "normal retirement age" under the Pension Plan, based on
various specified numbers of years of service with the Corporation and its
subsidiaries and various levels of compensation covered under the Pension Plan.
<TABLE>
<CAPTION>
FINAL YEARS OF SERVICE
AVERAGE COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
<S> <C> <C> <C> <C> <C> <C>
$100,000........................................ $ 21,825 $ 29,100 $ 36,375 $ 43,650 $ 50,925 $ 58,200
125,000........................................ 27,450 36,600 45,750 54,900 64,050 73,200
150,000........................................ 33,075 44,100 55,125 66,150 77,175 88,200
175,000........................................ 38,700 51,600 64,500 77,400 90,300 103,200
200,000........................................ 44,325 59,100 73,875 88,650 103,425 118,200
225,000........................................ 49,950 66,600 83,250 99,900 116,550 118,800
250,000........................................ 55,575 74,100 92,625 111,150 118,800 118,800
275,000........................................ 61,200 81,600 102,000 118,800 118,800 118,800
300,000........................................ 66,825 89,100 118,800 118,800 118,800 118,800
325,000........................................ 72,450 96,600 118,800 118,800 118,800 118,800
350,000........................................ 78,075 104,100 118,800 118,800 118,800 118,800
</TABLE>
Benefits shown in the table are computed as straight life annuities
beginning at age 65 and are not subject to a deduction for Social Security
benefits or any other offset amount. Compensation covered by the Pension Plan
each year is a participant's base salary as reflected on the Summary
Compensation Table set forth above. At his or her retirement, a participant's
annual benefit under the Pension Plan is based on his or her average base salary
for any five consecutive plan years during the last ten years preceding normal
retirement age ("Final Average Compensation"). However, under tax laws in effect
at December 31, 1994, the amount of a participant's annual compensation taken
into account for benefit calculation purposes under the Pension Plan may not
exceed $150,000, and maximum annual benefits payable under the Pension Plan are
$118,800. As of December 31, 1994, the Final Average Compensation and years of
service of each of the Named Executive Officers would have been: Mr.
Roessler -- $189,375 and 7 years; Mr. Edwards -- $162,073 and 26 years; Mr.
Furr -- $162,166 and 22 years.
As described above, tax laws place limits on the amount of compensation
that may be taken into account for benefit calculation purposes under the
Pension Plan and in the maximum amount of benefits payable under the Pension
Plan. The Corporation has adopted a supplemental retirement plan which operates
in conjunction with the Pension Plan and under which a retiree will receive
annual benefits in an amount equal to the difference, if any, between his actual
annual benefit under the Pension Plan and the amount he would receive under the
Pension Plan in the absence of the above limitations. At December 31, 1994,
Messrs. Roessler, Edwards, and Furr would have qualified for annual benefits at
retirement under the supplemental plan in the amounts of $2,790, $5,551, and
$4,908, respectively.
CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Corporation's Restricted Stock Plan and Performance Unit Plan, both of
which terminated on December 31, 1993 except to the extent such plans continue
to govern awards which have not yet vested, generally provide that outstanding
awards of restricted stock and performance units will become vested on the date
of any business combination to which the Corporation is a party but is not the
surviving corporation, or on the date of certain other changes in control of the
Corporation. Also, the Performance Unit Plan provides that, upon the termination
of a plan participant's employment following his death, disability, or
retirement, or in the event his employment is involuntarily terminated under
circumstances determined by the Corporation to have been without his fault, the
participant shall be entitled to payment of a portion of the value, if any, of
his outstanding award of performance units based on the time elapsed since the
date of such award. Under the Restricted Stock Plan, upon any such termination
of a participant's employment, the Compensation Committee has the discretion to
waive remaining restrictions on all or any part of the participant's outstanding
award of restricted stock.
11
<PAGE>
Under the provisions of the LTIP, if a change in control of the Corporation
occurs (a) all stock options granted thereunder then unexercised and outstanding
will become fully exercisable, (b) all restrictions applicable to all shares of
restricted stock granted thereunder then outstanding will be deemed lapsed and
satisfied, and (c) all performance units granted thereunder will be deemed to
have been fully earned as of the date thereof subject to the limitation that
such stock options, shares of restricted stock, and performance units have been
granted and outstanding for more than six months as of the date of such change
in control. If (a) a participant's employment is terminated by the Corporation
or any of its subsidiary corporations prior to a change in control without cause
at the request of a person who has entered into an agreement with the
Corporation the consummation of which will constitute a change in control or (b)
the participant terminates his or her employment with the Corporation or any of
its subsidiary corporations prior to a change in control of the Corporation and
the circumstance or event which causes such termination occurs at the request of
such person, then a change in control will be deemed to have occurred
immediately prior to such participant's termination of employment. If the making
of any payment or payments under the LTIP would (a) subject the participant to
an excise tax under Section 4999 of the Code, or any like or successor section
thereto or (b) result in the Corporation's loss of a deduction from federal
taxable income for such payments under Section 280G of the Code, or any like or
successor section thereto (either or both, an "Adverse Tax Consequence"), then,
unless otherwise expressly provided in the underlying award agreement, the
payments attributable to the LTIP that are "parachute payments" within the
meaning of Section 280G of the Code will be reduced, as determined by the
Compensation Committee in its sole discretion, but after consultation with the
participant affected, to the extent necessary to avoid any Adverse Tax
Consequence.
12
<PAGE>
PERFORMANCE GRAPH
The following line graph illustrates the cumulative total shareholder
return on the Corporation's Common Stock over the five-year period ended
December 31, 1994 and the cumulative total return over the same period of the
indexes listed below. The graph assumes $100 originally invested on December 31,
1989 and that all dividends were reinvested in additional shares.
CCB FINANCIAL CORPORATION
COMPARISON OF CUMULATIVE TOTAL RETURN (1)
YEARS ENDED DECEMBER 31 (2)
(Performance Chart-- See plot points below)
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
CCB Financial Corporation 100.0 70.6 119.3 154.0 148.8 161.0
Nasdaq Stock Market (U.S. Companies) 100.0 84.9 136.3 156.6 180.9 176.9
Nasdaq Stock Market (Bank Stocks) 100.0 73.2 120.2 174.9 199.3 198.7
Dow Jones Industrials 100.0 99.6 123.7 132.8 155.4 163.1
S&P 500 Composite 100.0 96.8 126.2 135.8 149.5 151.4
</TABLE>
(1) Assumes $100 invested on December 31, 1989 with all subsequent
dividends reinvested.
(2) Closing price of the Corporation's Common Stock, adjusted where
applicable for the 3/2 stock split effected in the form of a 50% stock
dividend paid October 1, 1992:
December 31, 1989 - $26.17
December 31, 1990 - $17.67
December 31, 1991 - $28.67
December 31, 1992 - $35.63
December 31, 1993 - $33.25
December 31, 1994 - $34.75
13
<PAGE>
TRANSACTIONS WITH MANAGEMENT
The Bank and the Corporation's other financial institution subsidiaries
have had, and expect to have in the future, lending transactions in the ordinary
course of business with many of their officers and directors and with associates
of such persons. All loans included in such transactions during 1994 were made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons, and
did not involve more than the normal risk of collectibility or present other
unfavorable features.
PROPOSAL 2. AMENDMENT OF RESTATED CHARTER
In general North Carolina law requires that any merger, share exchange,
voluntary liquidation or transfer of substantially all the assets (other than in
the ordinary course of business) of a business corporation be approved by the
corporation's shareholders by a majority of the votes entitled to be cast on the
proposed transaction. However, the Corporation's Restated Charter contains two
"supermajority" provisions that, in the case of certain business combination
transactions, require a higher vote of the Corporation's shareholders than
otherwise would be required under North Carolina law. The first such provision
(the "75% Vote Requirement") provides that, except as described below, the
affirmative vote of the holders of not less than 75% of the outstanding shares
of all classes of the Corporation's capital stock, voting together as a single
class (unless class voting rights are specifically permitted for any class),
will be required to approve any agreement, plan or arrangement providing for the
merger or consolidation of the Corporation with any other corporation, or the
sale, lease or exchange of all or substantially all of the Corporation's assets,
which otherwise would require shareholder approval under North Carolina law.
The Corporation's second supermajority provision (the "85% Vote
Requirement") requires that, in addition to the 75% Vote Requirement (and
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement with any securities
exchange or otherwise), certain "Business Combinations" with "Interested
Shareholders" (as those terms are defined below) require the affirmative vote of
both (i) the holders of at least 85% of each class of outstanding shares of
capital stock entitled to vote generally in the election of directors (each
voting separately as a class), and (ii) a majority in interest of the holders of
the issued and outstanding voting stock of the Corporation held by persons other
than an Interested Shareholder or an affiliate or associate of an Interested
Shareholder. However, the 85% Vote Requirement will not apply in the case of a
Business Combination that has been approved by a majority of the Corporation's
directors who are not affiliated with the Interested Shareholder and who became
directors before the Interested Shareholder became such (the "Continuing
Directors") or which satisfies the "Fair Price Provisions" (as described below)
also contained in the Restated Charter.
The term "Business Combination" generally includes: (i) any merger or
consolidation of the Corporation or a subsidiary with an Interested Shareholder
or an affiliate or associate of an Interested Shareholder; (ii) any sale, lease,
exchange, mortgage, pledge, transfer or other disposition to or with an
Interested Shareholder or an affiliate or associate of an Interested Shareholder
of all or substantially all, or as much as 10% of, the assets or businesses of
the Corporation or any subsidiary; (iii) any purchase, exchange, lease or other
acquisition by the Corporation or any subsidiary of all or substantially all, or
as much as 10% of, the assets or businesses of an Interested Shareholder or an
affiliate or associate of an Interested Shareholder; (iv) the issuance or
transfer of any securities of the Corporation or any subsidiary to an Interested
Shareholder or an affiliate or associate of an Interested Shareholder for
consideration having a value of more than $5 million; (v) the adoption of any
plan proposed by or on behalf of an Interested Shareholder or an affiliate or
associate of an Interested Shareholder for the liquidation or dissolution of the
Corporation; (vi) any recapitalization or reclassification of securities, or any
merger or consolidation of the Corporation with any of its subsidiaries, or any
other transaction (whether or not involving an Interested Shareholder) that
would have the effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or convertible securities
of the Corporation or any subsidiary which is directly or indirectly owned by an
Interested Shareholder or an affiliate or associate or an Interested
Shareholder. An "Interested Shareholder" for purposes of the 85% Vote
Requirement generally is any person who: (i) together with his or its
affiliates, beneficially owns, directly or indirectly, 20% or more of any class
of the Corporation's outstanding voting stock, (ii) is an affiliate of the
Corporation and at any time within the preceding two years benefically owned,
directly or indirectly, 20% or more of any class of the Corporation's
outstanding voting stock, or (iii) is an assignee of or has otherwise succeeded
to any shares of any class of outstanding voting stock which at any time within
the preceeding two years were beneficially owned by any Interested Shareholder.
The Board of Directors has voted to recommend to the shareholders an
amendment to the Restated Charter to eliminate the 75% Vote Requirement (the
"Vote Amendment"). The Vote Amendment, if approved, would have no effect
14
<PAGE>
on the 85% Vote Requirement. If the Vote Amendment is approved, any business
combination proposal other than those subject to the 85% Vote Requirement would
require the approval of a majority of the votes eligible to be cast thereon.
Management believes the elimination of the 75% Vote Requirement will provide the
Corporation with greater flexibility in effecting strategic acquisitions that do
not involve an Interested Shareholder. Approval of the Vote Amendment will
require the favorable vote of not less than 75% of the outstanding shares of the
Corporation's Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2.
PROPOSAL 3. INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has voted to recommend to the shareholders an
amendment to Paragraph 4 of the Corporation's Restated Charter to increase by
20,000,000 the number of authorized shares of the Corporation's capital stock
(the "Share Amendment"). The Corporation presently has 35,000,000 shares
authorized, with 30,000,000 of such shares classified as Common Stock and the
remaining 5,000,000 shares classified as serial preferred stock ("Preferred
Stock"). On the Record Date, there were 9,108,895 shares of Common Stock and no
shares of Preferred Stock issued and outstanding. If the Share Amendment is
approved by the shareholders, all additional shares authorized by the Share
Amendment would be classified as Common Stock. The relative rights and
limitations of the Common Stock would remain unchanged under the Share
Amendment. Holders of Common Stock do not have any preemptive rights.
The Share Amendment has been recommended by the Board of Directors to
assure that an adequate supply of authorized, unissued shares is available for
future acquisitions and general corporate needs, such as future stock dividends,
stock splits, or issuance under stock-based benefit plans. There are currently
no plans or arrangements relating to the issuance of any of the additional
shares of the Common Stock proposed to be authorized. If the Share Amendment is
approved by the shareholders, such shares would be available for issuance
without further action by the shareholders, unless required by the Corporation's
Restated Charter or bylaws or by applicable law.
The issuance of additional shares of Common Stock may, among other things,
have a dilutive effect on earnings per share and on the equity and voting power
of existing holders of Common Stock. The issuance of additional shares of Common
Stock by the Corporation also may potentially have an anti-takeover effect by
making it more difficult to obtain shareholder approval of various actions, such
as a merger or removal of management.
The text of Paragraph 4 of the Restated Charter, as proposed to be amended,
is as follows:
"The total number of shares of capital stock which the Corporation has
authority to issue is 55,000,000, of which 50,000,000 shall be common
stock, $5.00 par value, and 5,000,000 shall be serial preferred
stock."
In order for Proposal 3 to be approved, the number of votes cast for it
must exceed the number of votes cast against it.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 3.
PROPOSAL 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The firm of KPMG Peat Marwick LLP, certified public accountants, has been
appointed by the Board of Directors to serve as the Corporation's independent
accountants for 1995, and a proposal to ratify that appointment will be
introduced at the Annual Meeting. KPMG Peat Marwick LLP has served as
independent accountants for the Corporation since its organization as the parent
holding company of the Bank during 1983, and previously had served as
independent accountants for the Bank since 1975. If shareholders do not approve
this proposal, the Board of Directors will reconsider the appointment.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Annual Meeting and available to respond to appropriate questions, and will have
an opportunity to make a statement if they so desire.
In order for Proposal 4 to be approved, the number of votes cast for it
must exceed the number of votes cast against it.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 4.
15
<PAGE>
PROPOSALS OF SHAREHOLDERS
It currently is expected that the 1996 Annual Meeting will be held during
April 1996. Any proposal of a shareholder which is intended to be presented at
the 1996 Annual Meeting must be received by the Corporation at its principal
executive office in Durham, North Carolina, not later than November 15, 1995 in
order to be included in the Corporation's proxy statement and form of
appointment of proxy to be issued in connection with that meeting.
March , 1995
16
<PAGE>
[MAP]
(A Map of the Chapel Hill area with the location of the meeting is being
held appears here)
George Watts Hill Alumni Center
Stadium Drive at Ridge Road
Chapel Hill, NC
<PAGE>
APPENDIX
[THE FOLLOWING DOCUMENT IS APPENDED
HERETO PURSUANT TO RULES 14A-4 AND 14A-6.]
A-1
<PAGE>
THIS APPOINTMENT OF PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS The undersigned hereby
appoints Richard W. Every, W. Harold Parker, Jr.,
and Manuel L. Rojas, and each of them, as attorneys
and proxies, each with full power to appoint his
substitute, and hereby authorizes them to represent
and to vote as directed below all the shares of
common stock of CCB Financial Corporation (the
"Corporation") held of record by the undersigned on
February 28, 1995 at the Annual Meeting of
Shareholders of the Corporation to be held on April
18, 1995 and any adjournments thereof. The
undersigned hereby directs that such shares be
voted as follows:
CCB APPOINTMENT
FINANCIAL OF
CORPORATION PROXY
111 Corcoran Street, Post Office Box 931
Durham, North Carolina 27702
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS: FOR All Nominees Listed Below WITHHOLD Authority To Vote For
All Nominees Listed Below
<CAPTION>
1. ELECTION OF DIRECTORS: WITHHOLD Authority To Vote For Those Nominees
<CAPTION>
Written In The Space Provided Below; and FOR
</TABLE>
NOMINEES: J. Harper Beall, III, James B. Brame, Jr., Timothy B. Burnett, W. L.
Burns, Jr., Edward S. Holmes, Owen G. Kenan, Eugene J. McDonald, Hamilton W.
McKay, Jr., M.D., Eric B. Munson, Ernest C. Roessler, H. Allen Tate, Jr., and
Dr. Phail Wynn, Jr.
<PAGE>
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.
2. APPROVAL OF PROPOSAL TO AMEND THE CORPORATION'S RESTATED CHARTER TO ELIMINATE
A PROVISION PROVIDING THAT CERTAIN BUSINESS COMBINATION TRANSACTIONS
INVOLVING THE CORPORATION MUST BE APPROVED BY THE HOLDERS OF NOT LESS THAN
75% OF THE OUTSTANDING SHARES OF ALL CLASSES OF THE CORPORATION'S CAPITAL
STOCK, NOTWITHSTANDING THE FACT THAT A LESSER SHAREHOLDER APPROVAL PERCENTAGE
MAY BE SPECIFIED BY LAW: FOR AGAINST ABSTAIN
3. APPROVAL OF PROPOSAL TO INCREASE THE NUMBER OF
AUTHORIZED SHARES FROM 35,000,000 TO 55,000,000:
FOR AGAINST ABSTAIN
<PAGE>
<TABLE>
<S> <C> <C> <C>
4. RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK
LLP AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS FOR
1995: FOR AGAINST ABSTAIN
</TABLE>
5. OTHER BUSINESS: On such other matters as may
properly come before the Annual Meeting, the
proxies are authorized to vote the shares
represented by this appointment of proxy in
accordance with their best judgment.
The shares represented by this appointment of proxy will be voted as directed
above. In the absence of any direction, such shares will be voted by the proxies
"FOR" Proposals 2, 3, and 4 above, and "FOR" the election of each of the
nominees for director as listed in Proposal 1 by casting an equal number of
votes for each such nominee. If, at or before the time of the meeting, any
nominee listed in Proposal 1 becomes unavailable for any reason, the proxies are
authorized to vote for a substitute nominee.
Please sign exactly as your name(s) appears below. If shares are held by joint
tenants, both should sign. If signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Date: , 1995
Signature
Signature if held jointly
PLEASE PROMPTLY DATE, SIGN, AND RETURN THIS APPOINTMENT OF PROXY USING THE
ENCLOSED ENVELOPE.
