Amendment No. 1 to FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CCB FINANCIAL CORPORATION
(Exact name of issuer as specified in charter)
North Carolina 56-1347849
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
111 Corcoran Street, Post Office Box 931, Durham, NC 27702
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Stock Purchase Rights with respect to New York Stock Exchange, Inc.
Common Stock, $5 par value per share
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box.[ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box [ ].
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 2. Exhibits
Form 8-A filed on July 29, 1996 for the listing on the New York Stock Exchange
of the Registrant's Stock Purchase Rights with respect to its Common Stock is
hereby amended to include Exhibit No. 3, Opinion of Counsel.
Exhibits
1. Rights Agreement dated as of February 26, 1990 between
Registrant and Central Carolina Bank and Trust Company is
incorporated herein by reference from Exhibit 4 to the Current
Report on Form 8-K dated February 16, 1990 as filed by the
Registrant. *
2. All exhibits required by Instruction II to Item 2 will be
supplied to the Exchange. *
3. Opinion of Counsel.
* Previously filed or submitted.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
CCB FINANCIAL CORPORATION
By: /s/ERNEST C. ROESSLER
Ernest C. Roessler
President and Chief
Executive Officer
Date: August 13, 1996
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Exhibit 3
MOORE & VAN ALLEN, PLLC
Attorneys at Law
One Hannover Sq., Suite 1700
Raleigh, North Carolina 27601
Telephone: 919-828-4481
Telecopy: 919-828-4254
August 13, 1996
VIA TELECOPIER
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Janice McGuirk
RE: CCB Financial Corporation - Application for Listing on
New York Stock Exchange
Dear Ms. McGuirk:
We are counsel to CCB Financial Corporation, Durham, North Carolina ("CCB")
whose application is pending for listing the trading of its shares of common
stock, to which certain rights are attached, on the New York Stock Exchange. As
counsel for CCB we assisted CCB, together with investment and financial
advisors, in the adoption of a Rights Agreement (the "Rights Agreement") which
provides for a plan dated February 26, 1990 (the "Rights Plan") between CCB and
Central Carolina Bank and Trust Company. The details of the Rights Agreement and
Rights Plan are set forth in a Form 8-A previously filed with the Securities and
Exchange Commission. You have asked for our opinion regarding certain issues
under North Carolina law concerning the Rights Agreement and Rights Plan.
Based upon a review of the Rights Plan and Rights Agreement and our knowledge of
North Carolina law, we are of the opinion as follows:
A. The Rights Agreement and Rights Plan are lawful under North Carolina
corporate law pursuant to North Carolina General Statute 55-6-24. The Board of
Directors of CCB had the legal authority to adopt the Rights Plan and the Rights
Agreement without shareholder approval and in doing so was not in violation of
the business judgment rule as applied in the State of North Carolina.
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Securities and Exchange Commmission
August 13, 1996
Page 2
B. The Rights Agreement and the Rights Plan contain "flip-over" and
"flip-in" provisions, both of which are lawful under North Carolina law pursuant
to North Carolina General Statute 55-6-24.
C. The Rights Agreement and Rights Plan contains provisions to void
rights of substantial holders which is permitted under North Carolina General
Statute 55-6-24 with the provision that determinations by the Board of Directors
whether to impose, enforce, waive or otherwise render effective any such
restrictions or conditions "may be judicially reviewed and in an appropriate
proceeding." To our knowledge, no such proceeding has occurred with regard to
any public corporation incorporated under the laws of the State of North
Carolina and the issue has not been raised with regard to CCB since no
"triggering event" (as defined in the Rights Plan and Rights Agreement) has
occurred to implement the provisions of the Rights Plan and Rights Agreement.
We are members of the Bar of the State of North Carolina and, accordingly, do
not purport to be expert on or to express any opinion herein concerning any law
other than the laws of the State of North Carolina and the federal laws of the
United States.
Very truly yours,
MOORE & VAN ALLEN, PLLC
/s/ Anthony Gaeta, Jr.
By: Anthony Gaeta, Jr.
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