UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 17, 1997
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)
Item 5. Other Events.
Definitive Merger Agreement with American Federal. On
February 17, 1997, Registrant and American Federal Bank, FSB
("American Federal"), Greenville, South Carolina, entered into a
definitive agreement (the "Merger Agreement") under which
American Federal would be merged into and with Registrant. The
Merger Agreement provides that, to effect the merger, Registrant
will issue .445 shares of its $5.00 par value common stock for
each share of American Federal's common stock. The transaction
is subject, among other things, to approval of Registrant's and
American Federal's stockholders and to receipt of required
regulatory approvals. Further information about the proposed
transaction is contained in Exhibit 99 to this Report.
Item 7.Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99. Press Release dated February 18, 1997
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.
CCB FINANCIAL CORPORATION
Date: February 21, 1997 By: /s/ W. HAROLD PARKER, JR.
W. Harold Parker Jr.
Senior Vice President and
Controller
W. Harold Parker, Jr. of CCB 919-683-7631
Michael Trimble of AMFB 864-255-7595
CCB Financial Announces Signing of Definitive Agreement
to Acquire American Federal Bank
FOR IMMEDIATE RELEASE February 18, 1997
Durham, North Carolina -- CCB Financial Corporation
(CCB) and American Federal Bank, FSB (AMFB) jointly announced
today the signing of a definitive merger agreement whereby
CCB will purchase AMFB for $325.1 million in stock in a
deal that will create the sixth largest bank in the
Carolinas.
The combination of Durham-based CCB and Greenville-based
AMFB will form a financial institution with approximately
$6.9 billion in assets and $5.5 billion in deposits.
"CCB's announced acquisition strategy is to pursue very
high quality banks and thrifts in our current and contiguous
markets with the ultimate goal of improving our financial
performance and fundamental franchise value. This merger of
AMFB with CCB brings together strengths of two high-
performing organizations and extends CCB's franchise down the
Interstate 85 corridor. This acquisition will give us the
fourth largest market share in the rapidly growing
Greenville/Spartanburg market," said CCB vice chairman and
chief executive officer Ernest Roessler. "Both institutions
have solid capital positions, excellent credit quality,
strong branch office networks as well as very compatible
corporate cultures," Roessler added.
The 49-year-old president and chief executive officer of
AMFB, Roy Abercrombie will become vice chairman of CCB.
Three other members of AMFB's board of directors will also be
added to the CCB board of directors, which will be increased
to 23 members. Terms of the agreement call for AMFB to be
operated as a wholly-owned subsidiary of CCB. "We are
pleased to have found such a high-quality merger partner as
CCB. Our employees, customers and communities can look
forward to receiving the same high quality of service that
they expect from us, and they will also have the benefit of
new products and services that CCB can provide," said
Abercrombie.
The merger, unanimously approved by the boards of
directors of both companies, will be accounted for as a
pooling-of-interests. AMFB shareholders will receive 0.445
shares of common stock for each share of AMFB held. The
transaction, which will be structured as a tax-free exchange,
is valued at $28.86 per share based on CCB's five day average
closing stock price through Friday of $64.85. Under the
terms of the agreement, AMFB granted to CCB an option to
purchase up to 19.9% of AMFB outstanding shares. This option
agreement is only exercisable under certain circumstances.
The merger is subject to due diligence, shareholder and
regulatory approvals and is expected to be completed by the
third quarter of 1997.
Merrill Lynch & Co. served as exclusive financial
advisor to CCB and Wheat First Butcher Singer and Keefe
Bruyette & Woods served as financial advisors to AMFB.
CCB currently operates 161 banking offices in 28
counties throughout North Carolina, while AMFB operates 40
banking offices in 12 counties throughout northwest South
Carolina.
Editors Note: CCB and AMFB will participate in a
telephone conference call for reporters and analysts at 10:00
a.m. Eastern Time (ET) on Tuesday, February 18. To
participate in the conference, please call 1-800-289-0730,
confirmation code #313939 by 9:45 a.m. ET. A media briefing
will be held in person at 12:00 noon at the Hyatt Regency in
Greenville.
A digital replay of the conference call will be
available following the telephone conference. To access the
replay call 1-800-839-4281, confirmation code #313939.
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