UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 1, 1983
CCB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 0-12358 56-1347849
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) 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
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Item 5 of Registrant's Current Report on From 8-K dated July 1,
1983, is revised to incorporate the following additional material:
CAPITAL STOCK OF REGISTRANT
The authorized capital stock of CCB Financial Corporation
("CCBF") consists of 30,000,000 shares of $5.00 par value common
stock ("CCBF Stock"), of which 9,108,895 shares were issued and
outstanding at January 30, 1995, and (ii) 5,000,000 shares of
serial preferred stock, of which there were no shares issued and
outstanding at January 30, 1995.
By amendment to its Restated Charter ("Restated Charter")
which may be adopted without shareholder approval, CCBF's Board of
Directors may divide shares of CCBF's authorized serial preferred
stock into, and issue the same in, one or more classes and in one
or more series within each class, and the Board of Directors is
authorized to determine and fix the designations, relative rights,
preferences and limitations of shares in each such class and series
of preferred stock so established. Subject to applicable law and
bylaws of the Nasdaq Stock Market, shares of each such class or
series may be issued from time to time without shareholder approval
at such times, for such purposes and for such consideration as the
Board of Directors may deem advisable. During 1990 and for use in
connection with a "Rights Plan" as described below, CCBF's Board of
Directors established a series of preferred stock designated as its
Series A Junior Participating Preferred Stock ("Series A
Preferred") which currently consists of 200,000 shares and has
certain special rights for purposes of dividends and other
distributions, voting, dissolution and liquidation, and in
connection with certain mergers of CCBF. No shares of Series A
Preferred have been issued.
The following is a brief description of CCBF Stock. However,
the description is not intended to be a complete description of
CCBF Stock and is qualified in its entirety by reference to the
referenced federal and North Carolina statutes, to CCBF's Restated
Charter and Bylaws, and to CCBF's Rights Agreement dated as of
February 26, 1990 (the "Rights Agreement") described below. Shares
of CCBF Stock are not deposits of any bank or other financial
institution and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.
Voting Rights
The holders of CCBF Stock generally possess exclusive voting
rights in CCBF. Each holder of CCBF Stock is entitled to one vote
for each share held of record. Except as otherwise provided by
North Carolina law, the vote of a majority of shares voting on any
matter is necessary for approval by the shareholders. Holders of
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CCBF Stock are not entitled to vote cumulatively in the election of
directors and, therefore, holders of a majority of shares voting in
any election of directors at a meeting of CCBF's shareholders may
elect the entire Board of Directors.
Dividend Rights
Holders of CCBF Stock are entitled to receive dividends when,
as and if declared by the Board of Directors out of funds legally
available therefor.
Preemptive Rights
Holders of CCBF Stock do not have preemptive or preferential
right to purchase or subscribe for any additional shares of CCBF
Stock or any other securities that may be issued by CCBF.
Assessment and Redemption
Shares of CCBF Stock, when validly issued and fully paid, are
nonassessable. There is no provision for redemption or conversion
of CCBF Stock.
Liquidation Rights
In the event of a liquidation, dissolution, or winding-up of
CCBF, whether voluntary or involuntary, the holders of CCBF Stock
would be entitled to share ratably in any of the net assets or
funds available for distribution to shareholders after the
satisfaction of all liabilities or after adequate provision is made
therefor. The form of distribution would depend upon the nature of
the liquidation and assets of CCBF.
CCBF Rights Plan
During 1990, CCBF entered into the Rights Agreement that
established its "Rights Plan" pursuant to which a preferred stock
purchase right (a "CCBF Right") was distributed to CCBF's
shareholders for each of their shares of CCBF Stock. Also under
the Rights Plan, after the date of the Rights Agreement and before
the earlier of the "Distribution Date" (as defined below) or the
date of redemption or expiration of the CCBF Rights, each new share
of CCBF Stock issued also has attached to it one CCBF Right.
The CCBF Rights become exercisable on a date (the
"Distribution Date") which is 20 business days after (i) a public
announcement that any person or group has become an "Acquiring
Person" by acquiring beneficial ownership of 15% or more of the
outstanding CCBF Stock, or (ii) the date of commencement by any
person of, or the announcement by any person of his intention to
commence, a tender or exchange offer which would result in his
becoming an Acquiring Person. However, after the time any person
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becomes an Acquiring Person, all CCBF Rights held by or transferred
to such person (or any associate or affiliate of such person) shall
be void and of no effect.
Until the Distribution Date, each CCBF Right will be evidenced
by the certificate evidencing the CCBF Stock to which it relates
and may be transferred only with such CCBF Stock, and surrender for
transfer of any CCBF Stock certificate also will constitute the
transfer of the CCBF Rights related thereto. After the
Distribution Date, separate certificates evidencing each CCBF Right
will be distributed to the record holders of the CCBF Stock to
which such Rights are attached, and each such CCBF Right may then
be exercised to purchase .01 of a share of Series A Preferred for
a price of $100 (the "Purchase Price") all as adjusted from time to
time as described in the Rights Agreement. In the alternative (and
subject to certain exceptions), after any person becomes an
Acquiring Person (i) each CCBF Right may be exercised to purchase
a number of shares of CCBF Stock equal to the result obtained by
multiplying the then current Purchase Price by the number of Series
A Preferred interests covered by the CCBF Right, and dividing that
product by 50% of the market price of a share of CCBF Stock, or,
(ii) unless the Acquiring Person has become the beneficial owner of
more than 50% of the outstanding CCBF Stock, CCBF's Board of
Directors at its option may exchange one share of CCBF Stock, or a
number of shares of Series A Preferred having voting rights
equivalent to one share of CCBF Stock, for all or part of the
outstanding CCBF Rights.
If CCBF is acquired in a merger or other business combination
or if 50% of its consolidated assets or earnings power is sold,
each CCBF Right will entitle the holder, other than the Acquiring
Person, to purchase securities of the surviving company having a
market value equal to twice the exercise price of the CCBF Right.
CCBF Rights will expire on February 26, 2000, and may be
redeemed by CCBF at any time prior to the acquisition by a person
or group of 15% or more of the outstanding CCBF Stock, at a price
of $.01 per CCBF Right.
CCBF's Rights Plan may have an anti-takeover effect. The
Rights Plan would enable CCBF's existing shareholders to purchase
shares of Series A Preferred at the stated Purchase Price or a
number of shares of CCBF Stock at a price equal to approximately
50% of the then current fair market value of such stock. The
effect of the Rights Plan may be to discourage an uninvited or
unfriendly attempt to acquire control of CCBF as the effect of
purchases of Series A Preferred or CCBF Stock likely would be to
cause an Acquiring Person to suffer substantial dilution of its
voting power and significant deterioration in the value of its
shares of CCBF Stock.
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Certain Provisions Which May Have an Anti-Takeover Effect
Certain provisions of CCBF's Restated Charter and of federal
and North Carolina law, some of which are described below, may have
the effect of entrenching current management and of preventing,
discouraging or delaying a change in control of CCBF not approved
by its Board of Directors but which a majority of its shareholders
might determine to be in their best interest or in which
shareholders might receive a premium over the current market price
for their shares.
Charter Provisions. In general, the North Carolina Business
Corporation Act (the "NCBCA") 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, CCBF's Restated Charter contains two
"supermajority" provisions that, in the case of certain business
combination transactions, require a higher vote of CCBF's
shareholders than otherwise would be required by the NCBCA. The
first such provision ("CCBF's 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
CCBF'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 CCBF with any other corporation,
or the sale, lease or exchange of all or substantially all of
CCBF's assets, which otherwise would require shareholder approval
under the NCBCA.
CCBF's second supermajority provision ("CCBF's 85% Vote
Requirement") requires that, in addition to CCBF's 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 "CCBF Business Combinations" with "Interested Shareholders"
(as those terms are defined below) requires 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, CCBF's 85% Vote Requirement will
not apply in the case of a CCBF Business Combination that has been
approved by a majority of CCBF's directors who are not affiliated
with the Interested Shareholder and who became directors before the
Interested Shareholder became such (the "CCBF Continuing
Directors") or which satisfies the "CCBF Fair Price Provisions" (as
described below) also contained in CCBF's Restated Charter.
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The term "CCBF Business Combination" generally includes: (i)
any merger or consolidation of CCBF 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 CCBF or any subsidiary; (iii) any purchase,
exchange, lease or other acquisition by CCBF 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 CCBF 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
CCBF; (vi) any recapitalization or reclassification of securities,
or any merger or consolidation of CCBF 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 CCBF 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 CCBF's 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 CCBF's outstanding voting stock, (ii) is an
affiliate of CCBF and at any time within the preceding two years
beneficially owned, directly or indirectly, 20% or more of any
class of CCBF'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 preceding two
years were beneficially owned by any Interested Shareholder.
Fair Price Provisions. A provision of CCBF's Restated Charter
(the "CCBF Fair Price Provision") provides that the CCBF 85% Vote
Requirement will not apply in the case of a CCBF Business
Combination if: (i) the aggregate consideration to be received per
share of CCBF Stock by CCBF's shareholders is not less than the
higher of (A) the highest price per share paid by the Interested
Shareholder for CCBF Stock within two years preceding the
announcement of the CCBF Business Combination or the date the
person became an Interested Shareholder or (B) the fair market
value per share of CCBF Stock on such announcement date or on the
date the person became an Interested Shareholder; (ii) the
aggregate consideration to be received by CCBF's shareholders per
share of any other class of CCBF's voting stock other than CCBF
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Stock is not less than the higher of (A) the highest price per
share paid by the Interested Shareholder for shares of such other
class of voting stock within two years preceding the announcement
of the CCBF Business Combination or the date the person became an
Interested Shareholder, (B) the highest preferential amount per
share to which holders of shares of such other class are entitled
in the event of any liquidation, dissolution or winding up of CCBF,
or (C) the fair market value per share of such other class on such
announcement date or on the date the person became an Interested
Shareholder; (iii) the consideration to be received by CCBF's
shareholders is in cash or in the same form as the consideration
paid by the Interested Shareholder in acquiring shares already
owned (provided, that if the Interested Shareholder has paid
varying forms of consideration, the form of consideration paid to
CCBF's shareholders in the CCBF Business Combination shall either
be cash or the form used to acquire the largest number of shares of
such class of voting stock already owned; (iv) except as approved
by the CCBF Continuing Directors, after the Interested Shareholder
has become such and prior to consummation of the CCBF Business
Combination (A) there has been no failure to pay any regular
quarterly dividend on any outstanding preferred stock or reduction
in the annual dividend rate on CCBF Stock, and (B) the Interested
Shareholder shall not have acquired beneficial ownership of any
additional shares of CCBF voting stock; (v) after becoming an
Interested Shareholder, such person shall not have received the
benefit of certain financial assistance or tax advantages; and (v)
a proxy statement in conformity with the Securities Exchange Act of
1934, as amended, and regulations thereunder shall be mailed to all
CCBF shareholders.
Certain Amendments to Restated Charter. The affirmative vote
of the holders of not less than 75% of the outstanding shares of
all classes of CCBF's capital stock, voting together as a single
class (unless class voting rights are specifically permitted for
any class), is required to amend or repeal provisions of CCBF's 75%
Vote Requirement described above. Also, unless recommended to
CCBF's shareholders by a vote of three-fourths of the CCBF
Continuing Directors, the affirmative vote of both (i) the holders
of not less than 85% of CCBF's outstanding voting stock (each
voting separately as a class) and (ii) a majority in interest of
the holders of outstanding CCBF voting stock held by persons other
than an Interested Shareholder or any affiliate or associate of an
Interested Shareholder, is required to amend or repeal, or to adopt
provisions inconsistent with, the provisions of CCBF's 85% Vote
Requirement and the CCBF Fair Price Provision.
North Carolina Shareholder Protection Act. The North Carolina
Shareholder Protection Act (the "Shareholder Protection Act")
generally requires that, unless certain "fair price" and procedural
requirements are satisfied, the affirmative vote of 95% of a
corporation's voting shares is required to approve certain business
combination transactions with another entity that is the beneficial
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owner, directly or indirectly, of more than 20% of the
corporation's voting shares or which is an affiliate of the
corporation and previously has been a 20% beneficial holder of such
shares. The Shareholder Protection Act is applicable to CCBF.
Control Share Acquisition Act. The North Carolina Control
Share Acquisition Act (the "Control Share Act") generally provides
that, except as provided below, "Control Shares" will not have any
voting rights. Control Shares are shares acquired by a person
under certain circumstances which, when added to other shares
owned, would give such person effective control over one-fifth,
one-third or a majority of all voting power in the election of the
corporation's directors. However, voting rights will be restored
to Control Shares by resolution approved by the affirmative vote of
the holders of a majority of the corporation's voting stock (other
than shares held by the owner of the Control Shares, officers of
the corporation and directors employed by the corporation). If
voting rights are granted to Control Shares which give the holder
a majority of all voting power in the election of the corporation's
directors, then the corporation's other shareholders may require
the corporation to redeem their shares at their fair value. The
Control Share Act is applicable to CCBF.
Bank Change-of-Control Legislation. State and federal law
regulate the amount of voting stock of a bank or bank holding
company that a person may acquire without prior approval of the
appropriate federal or state regulators. The overall effect of
such laws is to make it more difficult to acquire a bank or bank
holding company by tender offer or similar means than it might be
to acquire control of a corporation, the control and operations of
which are not a matter of concern to federal or state banking
regulatory authorities. Pursuant to North Carolina law, no person
is permitted to acquire voting stock of any bank or bank holding
company if such acquisition would result in the change in control
of the bank or bank holding company unless the North Carolina
Commissioner of Banks shall have approved the proposed acquisition.
For purposes of this provision, control means the possession,
directly or indirectly, of the power to direct or cause the
direction of the management or policy of the bank or bank holding
company, or ownership of as much as 10% of the outstanding voting
stock in a bank or bank holding company. Federal law imposes
additional restrictions on acquisitions of stock in bank holding
companies and federally-insured banks. Under the Change in Bank
Control Act (the "Control Act") and the regulations thereunder, a
person or group must give advance notice to the appropriate federal
banking regulator before acquiring control of any bank holding
company or federally-insured bank. Upon receipt of such a notice,
the federal regulator may either approve or disapprove the
acquisition. In the case of CCBF, the Control Act creates a
rebuttable presumption of control if a person or group acquires 10%
or more of CCBF's voting stock and if one or more "control factors"
set forth in the Control Act are present.
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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.
Date: January 30, 1995 By: /s/ W. Harold Parker, Jr.
W. Harold Parker, Jr.
Senior Vice President
and Controller
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