As filed with the Securities and Exchange Commission on January 27, 1997
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CCB FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
North Carolina 56-1347849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Post Office Box 931
111 Corcoran Street
Durham, North Carolina 27702
(Address of principal executive offices, including Zip Code)
CCB Financial Corporation Retirement Savings Plan
(Full title of the Plan)
_____________________
W. Harold Parker, Jr.
Senior Vice President and Controller
CCB Financial Corporation
Post Office Box 931
111 Corcoran Street
Durham, North Carolina 27702
(Name and address of agent for service)
(919) 683-7777
(Telephone number, including area code, of agent for service)
Copies to:
Anthony Gaeta, Jr.
Moore & Van Allen, PLLC
One Hannover Square, Suite 1700
Raleigh, North Carolina 27601
(919) 828-4481
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
SECURITIES BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER OFFERING FEE
SHARE (1) PRICE
Common Stock, 500,000 $69.188 $34,594,000 $11,929
$5.00 par value shares
Participation
interests in the
CCB Financial (2) N/A N/A N/A
Corporation
Retirement
Savings Plan
Series A Junior
Participating 500,000 N/A N/A N/A
Preferred Stock rights
Purchase Rights
(3)
(1)Estimated in accordance with Rule 457(h) under the Securities Act,
solely for the purpose of calculating the registration fee, based
upon the average of the high and low reported prices of the Common
Stock as reported by the New York Stock Exchange on January 22,
1997.
(2)As provided in Rule 416(c), this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
(3)The Series A Junior Participating Preferred Stock Purchase Rights
will be attached to and trade with shares of the common stock.
<PAGE>
CCB FINANCIAL CORPORATION
500,000 Shares of Common Stock
Par Value $5.00 Per Share
Offered Pursuant to the
CCB Financial Corporation Retirement Savings Plan
The contents of the registration statement filed on Form S-8 of CCB
Financial Corporation, registration number 33-51657, filed December 22,
1993, are hereby incorporated by reference. This registration
statement is being filed for the sole purpose of increasing the number
of shares registered under the CCB Financial Corporation Retirement
Savings Plan from 500,000 shares to 1,000,000 shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Durham, State of
North Carolina, on January 27, 1997.
CCB FINANCIAL CORPORATION
By: /S/ ERNEST C. ROESSLER
Ernest C. Roessler
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Ernest C. Roessler or W. Harold Parker, Jr. or either of them,
his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he might, or could, do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registrant Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/S/ ERNEST C. ROESSLER Vice Chairman, January 21, 1997
Ernest C. Roessler President, Chief
Executive Officer and
Director (Principal
Executive Officer)
/S/ W. HAROLD PARKER, JR. Senior Vice President January 21, 1997
W. Harold Parker, Jr. and Controller
(Principal Financial
and Accounting
Officer)
/S/ JOHN M. BARNHARDT Director January 21, 1997
John M. Barnhardt
Director January __, 1997
J. Harper Beall, III
/S/ JAMES B. BRAME, JR. Director January 21, 1997
James B. Brame, Jr.
/S/ TIMOTHY B. BURNETT Director January 21, 1997
Timothy B. Burnett
/S/ W. L. BURNS, JR. Director January 21, 1997
W. L. Burns, Jr.
/S/ EDWARD S. HOLMES Director January 21, 1997
Edward S. Holmes
/S/ DAVID B. JORDAN Vice Chairman and January 21, 1997
David B. Jordan Director
Director January 21, 1997
Owen G. Kenan
/S/ EUGENE J. MCDONALD Director January 21, 1997
Eugene J. McDonald
Director January __, 1997
Bonnie McElveen-Hunter
Director January __, 1997
Hamilton W. McKay, Jr., M.D.
/S/ GEORGE J. MORROW Director January 21, 1997
George J. Morrow
/S/ ERIC B. MUNSON Director January 21, 1997
Eric B. Munson
/S/ MILES J. SMITH, JR. Director January 21, 1997
Miles J. Smith, Jr.
/S/ JIMMY K. STEGALL Director January 21, 1997
Jimmy K. Stegall
/S/ H. ALLEN TATE, JR. Director January 21, 1997
H. Allen Tate, Jr.
/S/ JAMES L. WILLIAMSON Director January 21, 1997
James L. Williamson
/S/ PHAIL WYNN, JR. Director January 21, 1997
Dr. Phail Wynn, Jr.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Durham, State of
North Carolina, on January 27, 1997.
CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN
(The Plan)
By: ADMINISTRATIVE COMMITTEE,
CCB Financial Corporation
Retirement Savings Plan
(Plan Administrator)
By: /S/ J. KENT FAWCETT
Name: J. Kent Fawcett
Title: Senior Vice President, CCB Financial Corporation
By: CENTRAL CAROLINA BANK AND TRUST COMPANY, Trustee
By: /S/ THOMAS W. MURRAY
Name: Thomas W. Murray
Title: Senior Vice President
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Document
5.1 Opinion of Moore & Van Allen, PLLC.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Moore & Van Allen, PLLC (included in the opinion
filed as Exhibit No. 5.1.)
24.1 Power of Attorney (included on the signature page.)
January 23, 1997
Board of Directors
CCB Financial Corporation
Post Office Box 931
111 Corcoran Street
Durham, North Carolina 27702
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for CCB Financial Corporation, a
North Carolina corporation (the "Company"), in connection with
the registration under the Securities Act of 1933, as amended,
on Form S-8 (the "Registration Statement") of an aggregate of
500,000 shares (the "Shares") of the Company's common stock,
$5.00 par value per share, which are reserved for issuance
under the CCB Financial Corporation Retirement Savings Plan
(the "Plan"), an indeterminate amount of interests to be
offered or sold pursuant to the Plan and 500,000 Series A
Junior Participating Preferred Stock purchase rights that are
attached to the Shares.
As counsel for the Company, we have examined the proceedings
taken and are familiar with the proceedings proposed to be
taken in connection with the issuance and sale of the Shares
under the Plan. Further, in connection with the Registration
Statement, we have examined the originals or photocopies or
certified copies of such records of the Company, certificates
of officers of the Company and public officials and other
documents as we have deemed relevant and appropriate as the
basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all
signatures, the authenticity of all original documents
submitted to us, the conformity to the originals of all
documents submitted to us as certified copies or photocopies
and the authenticity of the originals of such documents.
Based upon such examination, and relying upon statements of
fact contained in the documents which we have examined, we are
of the opinion that the Shares have been duly and validly
authorized and, when issued and sold as contemplated by the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
MOORE & VAN ALLEN, PLLC
By: Anthony Gaeta, Jr.
The Board of Directors
CCB Financial Corporation
We consent to the use of our report dated January 23, 1996
included in CCB Financial Corporation's Form 10-K for the year
ended December 31, 1995 incorporated herein by reference in
the Registration Statement to register 500,000 shares of
common stock to be issued pursuant to the CCB Financial
Corporation Retirement Savings Plan.
Our report refers to the fact that on January 1, 1994, CCB
Financial Corporation adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting
for Certain Investments in Debt and Equity Securities," and on
January 1, 1993, CCB Financial Corporation adopted the
provisions of SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and SFAS No.
109, "Accounting for Income Taxes."
KPMG PEAT MARWICK LLP
Raleigh, North Carolina
January 24, 1997
