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 New York Stock Exchange, Inc.
respect to 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 1. Description of Registrant's Securities to be Registered
Common Stock Purchase Rights
CCB Financial Corporation (the "Registrant" or the
"Corporation") adopted a Rights Agreement (the "Rights
Agreement") which provides for a plan dated February 26, 1990
(the "Rights Plan") between the Corporation and Central
Carolina Bank and Trust Company, the Corporation's lead bank
subsidiary. For use in connection with the Rights Plan, the
Corporation's Board of Directors has established a series of
preferred stock designated as Series A Junior Participating
Preferred Stock ("Series A Preferred") consisting of 200,000
shares and having certain special rights for purposes of
dividends and other distributions, voting, dissolution and
liquidation, and in connection with certain mergers of the
Corporation. No shares of Series A Preferred have been
issued.
Under the Rights Plan, one Right was distributed during 1990
to the Corporation's shareholders for each of their shares of
the Corporation's common 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 Rights, each new share of
common stock issued after the date of the Rights Plan also has
attached to it one Right.
The Rights currently are not exercisable, but may become so in
the future 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 common
stock of the Corporation, 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 becomes an Acquiring Person, all 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 Right will be evidenced by
the certificate evidencing the common share to which it
relates and may be transferred only with such common share,
and the surrender for transfer of any common share certificate
also will constitute the transfer of the Rights related
thereto. After the Distribution Date, separate certificates
evidencing each Right will be distributed to the record
holders of the common stock to which such Rights are attached,
and each such 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 Right may be exercised to purchase the number of shares
of the Corporation's common stock equal to the result obtained
by multiplying the then current Purchase Price by the number
of Series A Preferred interests covered by the Right, and
dividing that product by 50% of the market price of a share of
the Corporation's common stock, or (ii) unless the Acquiring
Person has become the beneficial owner of more than 50% of the
outstanding common stock, the Corporation's Board of Directors
at its option may exchange one share of the Corporation's
common stock, or a number of shares of Series A Preferred
having voting rights equivalent to one share of common stock,
for all or part of the outstanding Rights.
If the Corporation is acquired in a merger or other business
combination or if 50% of its consolidated assets or earning
power is sold, each 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 Right.
The Rights will expire on February 26, 2000, and may be
redeemed by the Corporation at any time prior to the
acquisition by a person or group of 15% or more the
outstanding common stock at a price of $.01 per Right.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the
Rights Agreement, which is an Exhibit to this Registration
Statement and is incorporated in this summary description by
reference.
Item 2. 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.
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SIGNATURES
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: July 29, 1996
