<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission File Number: 0-12358
CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN
(Full title of the plan)
CCB FINANCIAL CORPORATION
(Exact name of issuer as specified in charter)
111 Corcoran Street, P. O. Box 931, Durham, NC 27702
(Address of principal executive offices)
<PAGE>
Item 1. Financial Statements
Audited statements of net assets available for plan benefits as
of December 31, 1994 and 1993 and the related audited statements of
changes in net assets available for plan benefits for each of the years
then ended are filed herein.
Item 2. Exhibits
The consent of the Plan's independent auditors to
incorporation by reference of the financial statements is included as
Exhibit 23.
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
INDEPENDENT AUDITORS' REPORT
The Retirement Committee
CCB Financial Corporation:
We have audited the accompanying statements of net assets available
for plan benefits of the CCB Financial Corporation Retirement Savings
Plan as of December 31, 1994 and 1993 and the related statements of
changes in net assets available for plan benefits for the years
then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the CCB Financial Corporation Retirement Savings Plan at
December 31, 1994 and 1993, and the changes in net assets
available for plan benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but
are supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The Fund Information in the
statement of net assets available for plan benefits and the statement of
changes in net assets available for plan benefits is presented for
additional analysis rather than to present the net assets available for
plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
KPMG Peat Marwick LLP
May 19, 1995
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments (notes 9 and 12):
Money market funds $ 139,250 75,943 2,239,608 74,916 693,335 3,223,052
Mutual funds:
111 Corcoran Bond Fund 2,636,879 - - 4,222,562 - 6,859,441
111 Corcoran Equity Fund - 2,599,965 - - - 2,599,965
Common stock of CCB Financial Corporation - - - 3,851,777 6,426,144 10,277,921
Total investments 2,776,129 2,675,908 2,239,608 8,149,255 7,119,479 22,960,379
Accrued interest and dividends receivable 16,490 303 10,456 61,919 60,773 149,941
Cash on deposit at Central Carolina Bank and
Trust Company 14,512 17,248 10,238 50,782 17,724 110,504
Receivable from other funds - - 11,635 - - 11,635
Other receivables 3 - 3 3 361 370
Total assets 2,807,134 2,693,459 2,271,940 8,261,959 7,198,337 23,232,829
Liabilities:
Prepaid contributions - - - 6,171 6,567 12,738
Payable to other funds 1,381 3,482 - 2,665 4,107 11,635
Other payables 524 840 353 816 9,778 12,311
Total liabilities 1,905 4,322 353 9,652 20,452 36,684
Net assets available for plan benefits $ 2,805,229 2,689,137 2,271,587 8,252,307 7,177,885 23,196,145
</TABLE>
See accompanying notes to financial statements.
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits, Continued
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1993
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments (notes 9 and 12):
Central Carolina Bank and Trust Company
Common Trust Fund A - Employee
Benefits Fixed Income $ 3,670,434 - - 2,879,028 - 6,549,462
Central Carolina Bank and Trust Company
Common Trust Fund A - Employee
Benefits Equities - 3,364,480 - - - 3,364,480
Deposit administration contract, at contract
value (note 10) - - 3,243,787 - - 3,243,787
Mutual fund - 111 Corcoran Bond Fund 345,904 - - 73,412 - 419,316
Money market funds 56,500 57,000 33,500 97,475 19,700 264,175
Common stock of CCB Financial Corporation - - - 2,597,972 3,811,015 6,408,987
Total investments 4,072,838 3,421,480 3,277,287 5,647,887 3,830,715 20,250,207
Accrued interest and dividends receivable 1,820 82 13,107 25,549 37,747 78,305
Cash on deposit at Central Carolina Bank and
Trust Company 27,006 29,594 16,569 32,127 1,515 106,811
Employer contributions receivable - - - 1,086 574,728 575,814
Total assets 4,101,664 3,451,156 3,306,963 5,706,649 4,444,705 21,011,137
Liabilities:
Prepaid contributions 5 8 17 1,599 12,867 14,496
Other 1,545 - 40 1 - 1,586
Total liabilities 1,550 8 57 1,599 12,868 16,082
Net assets available for plan benefits $ 4,100,114 3,451,148 3,306,906 5,705,050 4,431,837 20,995,055
</TABLE>
See accompanying notes to financial statements.
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments (note 9) $ (280,523) (31,439) - (314,638) 74,089 (552,511)
Interest (note 12) 4,973 7,499 95,974 11,855 9,767 130,068
Dividends (note 12) 157,942 - - 370,225 228,607 756,774
Contributions (note 4):
Employer, net of forfeitures - - - 831,265 601,821 1,433,086
Employees 462,632 520,361 267,954 452,035 374,614 2,077,596
Funds transferred (1,314,728) (1,060,800) (1,220,717) 1,662,451 1,933,794 -
Total additions (deductions) (969,704) (564,379) (856,789) 3,013,193 3,222,692 3,845,013
Deductions from net assets
attributed to:
Plan benefits paid (325,181) (197,632) (178,530) (465,936) (476,644) (1,643,923)
Net increase (decrease) in net assets (1,294,885) (762,011) (1,035,319) 2,547,257 2,746,048 2,201,090
Net assets available for plan benefits:
Beginning of year 4,100,114 3,451,148 3,306,906 5,705,050 4,431,837 20,995,055
End of year $ 2,805,229 2,689,137 2,271,587 8,252,307 7,177,885 23,196,145
</TABLE>
See accompanying notes to financial statements.
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits, Continued
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1993
Money CCBF
Bond Stock market Balanced stock
fund fund fund fund fund Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments (note 9) $ 304,399 134,800 - 50,991 (463,869) 26,321
Interest (note 12) 3,483 4,845 154,651 3,328 899 167,206
Dividends (note 12) 3,618 - - 96,486 37,663 137,767
311,500 139,645 154,651 150,805 (425,307) 331,294
Contributions (note 4):
Employer, net of forfeitures - - - 706,467 561,757 1,268,224
Employees 824,103 886,638 522,297 - - 2,233,038
824,103 886,638 522,297 706,467 561,757 3,501,262
ESOP plan merger (note 13) - - - - 4,438,879 4,438,879
Funds transferred 157,446 381,514 (538,960) - - -
Total additions 1,293,049 1,407,797 137,988 857,272 4,575,329 8,271,435
Deductions from net assets
attributed to:
Plan benefits paid (489,598) (261,189) (335,387) (541,452) (143,492) (1,771,118)
Net increase (decrease) 803,451 1,146,608 (197,399) 315,820 4,431,837 6,500,317
Net assets available for
plan benefits:
Beginning of year 3,296,663 2,304,540 3,504,305 5,389,230 - 14,494,738
End of year $ 4,100,114 3,451,148 3,306,906 5,705,050 4,431,837 20,995,055
</TABLE>
See accompanying notes to financial statements.
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(1) Description of The Plan
The Retirement Savings Plan (the "Plan") is a defined contribution
plan sponsored by CCB Financial Corporation and subsidiaries
("CCB") for its employees. The Plan was established effective
April 1, 1983 for the purpose of promoting the future economic
welfare of CCB's employees. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on an
accrual basis and present the net assets available for plan
benefits and the changes in those net assets.
(b) Investments
Investments in common trust and mutual funds are valued at fair
value based on quoted market prices of the underlying fund
securities.
The investment in CCB common stock is stated at fair value based
on quoted market values.
In 1993, the Plan had a deposit administration contract with
Peoples Security Life Insurance Company ("Peoples Security") which
was valued at contract value which approximated market value.
Contract value represents contributions made under the contract,
plus interest at the contract rate, less funds used to purchase
annuities. Funds under the contract that have been used to
purchase annuities are excluded from Plan assets as Peoples
Security is obligated to pay the related plan benefits. See note
10.
Securities transactions are recorded on the trade date (the date
the order to buy or sell is executed). Dividend income is recorded
on the ex-dividend date.
(3) Participation in the Plan
Participation in the Plan is based on a voluntary election by each
employee. Under terms of the Plan, employees are eligible to
participate in the Plan at age 21 upon completion of one year of
continuous employment in which they provide at least 1,000 hours
of service.
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(4) Contributions
Basic contributions to the Plan are made through payroll
deductions by employees in amounts equal to whole percentages,
from 1% to 6%, of their compensation. CCB currently matches these
contributions at a rate of 50%. This rate may be increased or
decreased by the Board of Directors. Employees may elect to
contribute additional amounts in multiples of 1% of their
compensation; however, these additional contributions are not
matched by CCB. Participant contributions were limited to $9,240
and $8,994 per employee in 1994 and 1993, respectively.
In addition, the Board of Directors may grant profit sharing
contributions to the Plan. Such contributions were made in 1994
and 1993 totaling $601,821 and $561,757, respectively. These
contributions are invested in the CCBF Stock Fund.
(5) Vesting and Forfeitures
Participants are fully vested in their employee contributions and
the related investment earnings. Participants become vested in
their employer contributions in increasing percentages as years of
service increase and become fully vested after six years of
service. Immediate vesting occurs upon reaching normal retirement
age under the Plan, election of early retirement under CCB's
retirement plan, or upon death or disability. Although it has not
expressed an intent to do so, CCB has the right to discontinue its
contributions at any time and to terminate the Plan. In the event
of plan termination, participants will become 100 percent vested
in their accounts.
Upon termination of service to CCB, any unvested portion of a
participant's account is forfeited. Forfeitures are used to reduce
subsequent contributions by CCB.
(6) Investment Election
The Plan is comprised of five different types of investment funds:
the Bond Fund, the Stock Fund, the Money Market Fund, the Balanced
Fund and the CCBF Stock Fund. These funds contain investments in
bonds, common and preferred stocks, money market funds, and
deposit administration contracts. Participants may elect to direct
their contributions to any combination of the funds and may change
their investment elections semiannually. Matching employer
contributions are invested in the Balanced Fund.
(7) Withdrawals and Distributions
At the discretion of the Plan administrator, special withdrawals
of a participant's tax-deferred contributions and the vested
portion of employer contributions may be made to meet unusual and
special situations in the participant's financial affairs. Upon
termination of employment, a participant may receive a lump sum
distribution or may elect to leave the entire balance, if greater
than $3,500, in the Plan until age 65, or age 55 if at least five
years of service have been completed.
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(8) Determination of Participants' Account Balances
Participants' account balances are determined quarterly as
follows:
(a) Employee contributions are added to the participants'
accounts for each type of investment fund. The matching
employer contributions are added to the Balanced Fund
portion of the participants' accounts. Profit sharing
contributions are added to the CCBF Stock Fund.
(b) Participants' accounts are reduced by the amount of withdrawals made.
(c) Earnings from each investment fund are allocated within that fund
based upon the ratio that each participant's adjusted account
balance, as defined in the Plan, bears to the total of all
participants' adjusted account balances.
(9) Investments
During 1994 and 1993, the Plan's investments (including investments
bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
1994 1993
Central Carolina Bank and Trust Company
Common Trust Fund A - Employee Benefits
Fixed Income $ (143,779) 304,399
Central Carolina Bank and Trust Company
Common Trust Fund A - Employee Benefits
Equities ( 64,244) 134,800
Common stock of CCB Financial Corporation 145,470 (412,878)
Central Carolina Bank and Trust Company
111 Corcoran Bond Fund (522,540) --
Central Carolina Bank and Trust Company
111 Corcoran Equity Fund 32,582 --
$ (552,511) 26,321
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(9) Investments, Continued
Investments exceeding five percent of Plan assets at December 31,
1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1994 1993
Units, Units
shares or Fair shares or Fair
par value value par value value
<S> <C> <C> <C> <C>
Goldman Sachs ILA Class B Money
Market Mutual Fund 3,223,052 $3,223,052 -- --
Central Carolina Bank and
Trust Company Common
Trust Fund A - Employee
Benefits Fixed Income
-- -- 547,092 $6,549,462
Common stock of CCB
Financial Corporation 295,786 10,277,921 192,752 6,408,987
Central Carolina Bank &
Trust Company Common
Trust Fund A - Employee
Benefits Equities -- -- 34,852 3,364,480
Deposit Administration
Contract -- -- 3,243,787 3,243,787
Central Carolina Bank and
Trust Company Mutual Fund
111 Corcoran Bond Fund 743,168 6,859,441 -- --
Central Carolina Bank and
Trust Company Mutual Fund
111 Corcoran Equity Fund 256,914 2,599,965 -- --
(10) Deposit Administration Contract
The Plan had a Deposit Administration Contract with Peoples Security
which was liquidated during 1994. Net deposits made by the Plan into
this contract totalled $114,378 in 1993.
(11) Federal Income Taxes
The Internal Revenue Service has determined and informed the
Company by letter dated May 5, 1993 that the Plan, in form, is
qualified and the trust established under the Plan is tax-exempt
under the appropriate sections of the Internal Revenue Code. The
Plan Administrator believes that the Plan is operating in
accordance with its provisions and remains qualified. The
Internal Revenue Service also determined and informed the Company
by letter dated August 18, 1993 that the Employee Stock Ownership
Plan was qualified and tax-exempt under appropriate sections of the
Internal Revenue Code. The August 18, 1993 determination letter was
required due to the merger effective October 1, 1993. See note 13.
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(12) Related Party Transactions
The Plan's investments are held by the Trust Department of Central
Carolina Bank and Trust Company ("the Bank"), a wholly-owned
subsidiary of CCB, except for the Deposit Administration Contract.
The Plan purchased 104,293 and 1,337 shares of common stock of CCB
at a cost of $3,770,810 and $49,135 in 1994 and 1993,
respectively. 1,259 shares and 1,200 shares of CCB common stock
were sold by the Plan in 1994 and 1993 for $42,601 and $44,700,
respectively. The Plan also earned cash dividends on its CCB
shares of $365,482 and $133,319 in 1994 and 1993, respectively.
The Plan purchased 58,708 and 26,237 units in Central Carolina
Bank and Trust Company Common Trust Fund A - Employee Benefits
Fixed Income at a cost of $715,396 and $299,962 in 1994 and 1993,
respectively. The Plan sold 605,800 and 4,396 units in Central
Carolina Bank and Trust Company Common Trust Fund A - Employee
Benefits Fixed Income resulting in proceeds of $7,121,080 and
$47,966 during 1994 and 1993, respectively.
The Plan purchased 2,476 and 11,030 units in Central Carolina Bank
and Trust Company Common Trust Fund A - Employee Benefits Equities
at a cost of $241,210 and $1,032,805 in 1994 and 1993,
respectively. The Plan sold 37,328 units in Central Carolina Bank
and Trust Company Common Trust Fund A - Employee Benefits Equities
resulting in proceeds of $3,541,446 during 1994.
The Plan purchased 739,558 and 40,671 units of 111 Corcoran Bond
Fund, a mutual fund of the Bank, at a cost of $7,330,577 and
$424,400 during 1994 and 1993, respectively. The Plan sold 37,061
units of 111 Corcoran Bond Fund resulting in proceeds of $364,000
in 1994.
The Plan purchased 259,338 units of 111 Corcoran Equity Fund, a
mutual fund of the Bank, at a cost of $2,591,344 during 1994. The
Plan sold 2,424 units of 111 Corcoran Equity Fund resulting in
proceeds of $24,000 in 1994.
The Plan has a depository relationship with the Bank.
Administrative expenses of the Plan are paid by CCB.
(13) Plan Merger
Effective October 1, 1993, CCB's Employee Stock Ownership Plan
merged into the Retirement Savings Plan. As a result, 117,882
shares of CCB common stock were transferred to the Plan into a
newly created CCBF Common Stock Fund. The fair value of the
assets transferred into the Plan was $4,438,879 on the date of
merger.
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1994
</TABLE>
<TABLE>
<CAPTION>
Par value,
shares or Identity of party and Current
units description of assets Cost value
<S> <C> <C> <C>
295,786 *CCB Financial Corporation, common stock $ 9,637,759 10,277,921
743,168 *Central Carolina Bank and Trust Company
111 Corcoran Bond Fund 7,369,979 6,859,441
256,914 *Central Carolina Bank and Trust Company
111 Corcoran Equity Fund 2,567,121 2,599,965
3,223,052 Goldman Sachs ILA Class B, Money Market
Mutual Fund, 5.70% 3,223,052 3,223,052
Total $ 22,797,911 22,960,379
</TABLE>
*Denotes Party-In-Interest
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions (1)
Year ended December 31, 1994
<TABLE>
<CAPTION>
Aggregate
selling Aggregate
Aggregate price or cost of
purchase maturity assets Net
Identity of party and price proceeds sold realized
description of asset (2) (2) (2) gain (loss)
<S> <C> <C> <C> <C>
CCB Financial Corporation
common stock $ 3,770,810 42,601 42,601 -
Goldman Sachs ILA Class B,
Money Market Mutual Fund,
5.10% 12,536,700 9,577,823 9,577,823 -
Central Carolina Bank and Trust -
Common Trust Fund A -
Employee Benefit Equities 241,210 3,541,446 3,605,690 (64,244)
Peoples Security Life Insurance
Company Deposit Administration
Contract, 4.74% - 3,267,647 3,267,647 -
Central Carolina Bank and Trust -
Common Trust Fund A -
Employee Benefits Fixed Income 715,396 7,121,080 7,264,859 (143,779)
Central Carolina Bank and Trust -
111 Corcoran Bond Fund 7,330,577 364,000 376,002 (12,002)
Central Carolina Bank and Trust -
111 Corcoran Equity Fund 2,591,344 24,000 24,223 (223)
</TABLE>
(1) This schedule presents transactions in any security where the
aggregate of such transactions in that security exceeds five percent of
Plan assets at the beginning of the Plan year.
(2) All purchase and sales prices represent market value of the security on
the transaction date, adjusted for brokerage commissions, if any.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized, in the City of Durham, State of
North Carolina, on June 29, 1995.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
(The Plan)
By: ADMINISTRATIVE COMMITTEE,
CCB Financial Corporation
Retirement Savings Plan
(Plan Administrator)
By: J. KENT FAWCETT
J. Kent Fawcett
Senior Vice President
CCB Financial Corporation
By: CENTRAL CAROLINA BANK AND
TRUST COMPANY, Trustee
By: HARRY E. HARNER
Harry E. Harner
Manager, Trust Employee Benefits
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CCB Financial Corporation
We consent to incorporation by reference in the Registration Statement
(No. 33-51657) on Form S-8 of CCB Financial Corporation of our report
dated May 19, 1995, relating to the statements of net assets available
for plan benefits of the CCB Financial Corporation Retirement Savings
Plan as of December 31, 1994 and 1993, and the related statements of
changes in net assets available for plan benefits for the years then
ended, which report appears in the December 31, 1994 annual report on
Form 11-K of the CCB Financial Corporation Retirement Savings Plan.
KPMG Peat Marwick LLP
North Carolina
June 28, 1995
