2
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) May 13, 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.
Merger with American Federal. On February 17, 1997,
Registrant and American Federal Bank, FSB ("American Federal"),
Greenville, South Carolina, entered into a definitive agreement
under which American Federal would be merged into and with
Registrant. The transaction is anticipated to close early in the
third quarter of 1997. American Federal files the informational
reports required under the Securities Exchange Act of 1934 with
the Office of Thrift Supervision. This Form 8-K has been filed
with the Securities and Exchange Commission (the "Commission") to
make American Federal's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 available to the Commission.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 American Federal Bank, FSB's
Quarterly Report on Form 10-Q for the quarter
ended March 31, 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: May 27, 1997 By: /s/ W. HAROLD PARKER, JR.
W. Harold Parker, Jr.
Senior Vice President and Controller
OFFICE OF THRIFT SUPERVISION
Washington, DC 20552
FORM 10-Q
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Office of Thrift Supervision Docket Number: 1872
AMERICAN FEDERAL BANK, F.S.B.
(Exact Name of Registrant as Specified in its Charter)
United States 57-0162590
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
Post Office Box 1268
300 East McBee Avenue
Greenville, South Carolina 29602
(Address Of Principal Executive Offices)
(Zip Code)
(864) 255-7000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
(1) YES X NO
Indicate the number of shares outstanding for the issuer's classes of
common stock, as of the latest practical date, April 30, 1997.
$1.00 par value of common stock 11,050,435 shares
(Class) (Outstanding)
American Federal Bank, FSB and Subsidiaries
Table of Contents
Part I - Financial Information
Item
Page
1. Financial Statements (Unaudited):
Consolidated Balance Sheets as of March 31, 1997
and December 31, 1996 3
Consolidated Statements of Operations for the Three
Month Periods Ended March 31, 1997 and 1996 4
Consolidated Statements of Cash Flows for the Three
Month Periods Ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
2. Management's Discussion and Analysis:
Comparison of Operating Results for the Three Month
Period Ended March 31, 1997 and 1996 9
Nonperforming Assets 10
Changes in Financial Condition from December 31, 1996
to March 31, 1997 11
Liquidity and Capital Resources 11
Accounting and Reporting Changes 11
Impact of Inflation and Changing Prices 11
Part II - Other Information
Items
1. Legal Proceedings 12
2. Changes in Securities 12
3. Default upon Senior Securities 12
4. Submission of Matters to a Vote of Securities 12
5. Other Materially Important Events 12
6. Exhibits and Reports on Form 8K 12
Signatures 13
Exhibit 11 14
American Federal Bank, FSB and Subsidiaries
Consolidated Balance Sheets (Unaudited)
March 31, December 31,
1997 1996
(In thousands)
Assets
Cash $ 35,857 38,115
Short-term interest-bearing deposits 26,001 51,979
Securities available for sale
(amortized cost of $340,787 at March 31,
1997 and $338,987 at December 31, 1996) 342,829 342,341
Loans receivable,(net of allowance of
$11,228 at March 31, 1997 and
$10,710 at December 31, 1996) 854,851 837,855
Real Estate 517 954
Accrued interest receivable 9,009 8,669
Federal Home Loan Bank stock, at cost 7,717 8,290
Premises and equipment, net 17,371 17,555
Other assets 12,763 12,642
$ 1,306,915 1,318,400
Liabilities and Stockholders' Equity
Liabilities:
Deposits $ 999,516 986,780
Federal Home Loan Bank advances 70,601 87,001
Other borrowed money 98,532 110,258
Drafts outstanding 9,279 10,231
Other liabilities 11,514 8,538
Total liabilities 1,189,442 1,202,808
Stockholders' equity:
Serial preferred stock no par value;
authorized 10,000,000 shares; none
outstanding at March 31,
1997 or December 31, 1996 - -
Common stock $1.00 par value; authorized
50,000,000 shares; issued and outstanding
11,034,585 at March 31, 1997 and
10,975,535 at December 31, 1996 11,035 10,976
Additional paid-in capital 54,306 53,811
Unrealized gain on securities available
for sale, net of income taxes 1,247 2,048
Retained income, restricted 50,885 48,757
Total stockholders' equity 117,473 115,592
$ 1,306,915 1,318,400
American Federal Bank, FSB and Subsidiaries
Consolidated Statements of Operations (Unaudited)
Three months ended March 31,
1997 1996
(In thousands, except earnings
per share data)
Interest income:
Loans $ 19,363 18,634
Mortgage-backed securities 4,967 6,728
Other interest and dividends 1,371 301
25,701 25,663
Interest expense:
Deposits 8,918 9,536
Borrowings:
Short-term borrowed funds 2,319 2,571
Long-term borrowed funds 323 610
11,560 12,717
Net interest income 14,141 12,946
Provision for loan losses 888 722
Net interest income after provision
for loan losses 13,253 12,224
Noninterest income:
Loan fees and late charges 368 446
Service fees on deposits 2,865 2,384
Insurance commissions, fees and
premiums 458 454
Other 351 236
Net gain on Loans receivable 15 3
4,057 3,523
Noninterest expenses:
Compensation and fringe benefits 5,295 4,943
Net occupancy 2,050 1,791
Advertising 321 318
Federal insurance premiums 33 515
Other 1,978 1,480
9,677 9,047
Net income before income taxes 7,633 6,700
Income taxes 2,863 2,345
Net income $ 4,770 4,355
Dividends paid per common share $ .12 .07
Earnings per common shares $ .42 .38
Weighted average common shares
Primary 11,241 11,448
Fully diluted 11,256 11,448
American Federal Bank, FSB and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
Three months ended
March 31,
1997 1996
(In thousands)
Cash flows from operating activities:
Net income $ 4,770 4,355
Adjustments not affecting cash and cash
equivalents:
Provision for losses on loans and real estate 952 792
Depreciation and amortization of leasehold
improvements 399 370
Amortization of intangibles 163 162
Accretion of discount on loans acquired (59) (77)
Other amortization and accretion 1,077 1,251
(Gain) loss on sale of assets (94) 5
Loans held for sale:
Originations (1,370) -
Sales 1,385 -
Other items, net 3,437 1,417
Net cash provided by operating activities 10,660 8,275
Cash flows from investing activities:
Purchases of investment securities (8,995) (4,298)
Mortgage-backed securities:
Purchases (12,199) (25,872)
Sales 1,080 3,826
Principal repayments 18,553 21,409
(Increase) decrease in loans receivable, net (19,558) 2,376
Real estate sales, net 868 51
Increase in premises and equipment, net (215) (467)
Net cash used by investing activities (20,466) (2,975)
Cash flows from financing activities:
Increase in demand accounts 22,441 18,267
(Decrease) in certificate accounts (9,705) (569)
Repayments of long-term advances - (10,000)
(Decrease) in short-term FHLB advances (16,400) (35,000)
Increase (decrease) in short-term borrowed money (11,726) 23,330
(Decrease) in drafts outstanding (952) (2,971)
Dividends on common stock (2,642) (1,857)
Proceeds from sale of common stock 554 98
Net cash used by financing activities (18,430) (8,702)
Net decrease in cash and cash equivalents (28,236) (3,402)
Cash and cash equivalents at beginning of period 90,094 53,042
Cash and cash equivalents at end of period $ 61,858 49,640
Supplemental information:
Interest paid $ 11,569 12,643
Taxes paid 1,100 1,685
Supplemental schedule of non-cash transactions:
Transfer from loans receivable to real estate
acquired in settlement of loans 421 133
Unrealized gain (loss) on securities 801 (2,447)
See accompanying notes to consolidated financial statements.
American Federal Bank, FSB and Subsidiaries
Notes to Consolidated Financial Statements
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements were
prepared in accordance with instructions for Form 10-Q and, therefore,
do not include all disclosures necessary for a complete presentation
of financial condition, results of operations, and cash flows in
conformity with generally accepted accounting principles. All
adjustments, consisting of normal recurring accruals, which are, in
the opinion of management, necessary for fair presentation of the
interim consolidated financial statements have been included. The
results of operations for the period ended March 31, 1997 are not
necessarily indicative of the results which may be expected for the
entire fiscal year.
The unaudited consolidated financial statements should be read in
conjunction with the audited financial statements and related notes
thereto, included in the American Federal Bank, FSB (the "Bank" or
"American Federal") 1996 Annual Report to Shareholders.
Principles of Consolidation
The accompanying unaudited consolidated financial statements
include the accounts of the Bank and its wholly-owned subsidiaries,
American Service Corporation of S.C. ("ASC") and Finance South, Inc.
The principal business activities of the subsidiaries are real estate
sales, mortgage loan originations and consumer finance. In
consolidation all significant intercompany items and transactions have
been eliminated.
(2) Affiliation with CCB Financial Corporation
On February 18, 1997, the Bank announced that a definitive
agreement had been reached with CCB Financial Corporation (CCB),
headquartered in Durham, North Carolina. The terms of the agreement
provided that CCB will issue .445 shares of common stock for each
share of Bank common stock outstanding at the closing date. This
transaction will be accounted for as a tax-free pooling of interests.
The merger is subject to regulatory authority and shareholder
approval. It is expected to be completed by the third quarter of 1997.
(3) Securities Available for Sale
Securities, net are summarized as follows (in thousands):
March 31, 1997
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
Mortgage-backed securities:
Adjustable rate $143,152 2,341 - 145,493
5 and 7 year balloons 17,934 64 (226) 17,772
15 and 30 year 139,408 805 (1,130) 139,083
Securities and obligations
of U.S. government agencies
and corporations 40,293 308 (120) 40,481
$340,787 3,518 (1,476) 342,829
December 31, 1996
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
Mortgage-backed securities:
Adjustable rate $155,020 2,239 (40) 157,219
5 and 7 year balloons 19,013 113 - 19,126
15 and 30 year 133,652 1,241 (712) 134,181
Securities and obligations
of U.S. government agencies
and corporations 31,302 513 - 31,815
$338,987 4,106 (752) 342,341
Included above at March 31, 1997 and at December 31, 1996, are
$27.9 million and $20.1 million, respectively, of securities which
qualify as a liquidity item under the Office of Thrift Supervision
("OTS") liquidity requirements.
American Federal Bank, FSB and Subsidiaries
Notes to Consolidated Financial Statements
(4) Loans Receivable, Net
Classification of loans receivable, net is presented below:
March 31, December 31,
1997 1996
(In thousands)
Mortgage loans:
Conventional loans:
Residential (1-4 family units) $ 236,447 233,382
Non-residential and multi-family 133,559 133,975
Construction loans 47,135 40,339
Whole loans and participations purchased 21,236 21,716
438,377 429,412
Other loans:
Consumer loans 298,670 294,130
Equity lines of credit 49,713 48,457
Commercial loans 105,304 100,100
453,687 442,687
Less:
Unearned discounts 3,360 3,648
Loans acquired through merger 645 705
Loans purchased or originated 1,137 902
Allowance for loan losses 11,228 10,710
Undisbursed loans in process 20,843 18,279
37,213 34,244
$ 854,851 837,855
The following is a reconciliation of the allowance for loan
losses.
Three Months ended March 31,
1997 1996
(In thousands)
Beginning balance $ 10,710 10,234
Provision 888 722
Loans written-off (469) (1,169)
Recoveries 99 461
Ending balance $ 11,228 10,248
The Bank had outstanding commitments to originate residential
mortgage loans at March 31, 1997 as follows (in thousands):
Fixed-rate from 7.00% to 9.625% $2,665
Adjustable-rate from 6.875% to 7.50% 743
Unused consumer lines of credit of $76.5 million and $74.3
million were outstanding at March 31, 1997 and December 31, 1996,
respectively. The Bank was committed to $28.4 million of commercial
loans and lines of credit at March 31, 1997.
The Bank services real estate loans for others which are not
included in the accompanying consolidated financial statements.
The total amount of loans serviced for others was approximately
$163.2 million and $168.2 million at March 31, 1997 and December
31, 1996, respectively.
At March 31, 1997, the majority of the loan portfolio was
secured by collateral located in the state of South Carolina and
there were no significant concentrations of loans in any type of
industry, type of property or to one borrower.
American Federal Bank, FSB and Subsidiaries
Notes to Consolidated Financial Statements
(5) Deposits
A summary of deposit accounts by type with weighted average rate
follows:
March 31, 1997 December 31, 1996
Balance Rate Balance Rate
(Dollars in thousands)
Demand accounts:
Passbook $ 90,552 2.47% $ 84,987 2.47%
NOW 203,974 1.11 188,560 1.18
Money market demand 103,654 2.73 105,178 2.72
Commercial 40,073 - 37,087 -
438,253 1.67 415,812 1.73
Certificate accounts:
Fixed rate 491,697 5.14 496,281 5.19
Variable rate 69,566 4.91 74,687 4.92
561,263 5.11 570,968 5.16
$999,516 3.60% $986,780 3.71%
Certificate accounts by maturity consisted of:
March 31,
1997
(In thousands)
0 months to 6 months $296,009
6 months to 12 months 171,258
12 months to 24 months 50,999
24 months to 36 months 20,760
Over 36 months 22,237
$561,263
(6) Capital
The Bank's actual capital and ratios, those required by the Bank's
primary regulator, the OTS, as well as those required in order to be
considered well capitalized according to the Prompt Corrective Action
Provisions are presented in the following table.
To Be Well
For Capital Capitalized Under
Adequacy Prompt Corrective
Actual Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
As of March 31, 1997:
Tangible capital
(to Total Assets) $108,435 8.36% $19,466 1.50% $ - - %
Core capital
(to Total Assets) 108,435 8.36 38,932 3.00 64,888 5.00
Tier 1 Capital
(to Risk-based Assets) 108,435 13.56 - - 47,982 6.00
Risk-based capital
(to Risk-based Assets) 118,443 14.81 63,976 8.00 79,970 10.00
(7) Subsequent Events
Early in the second quarter, the Bank sold the consumer finance
portfolio and office operations of its subsidiary, Finance South. The
$14.3 million portfolio represented approximately 1% of total assets.
The proceeds will be directed to support growth of banking operations.
American Federal Bank, FSB and Subsidiaries
Management's Discussion and Analysis
Comparison of Operating Results for the Three Month Periods Ended
March 31, 1997 and 1996
General. American Federal earned $4.8 million in the first quarter
of 1997 compared with $4.4 million in the same 1996 quarter. In 1997
net interest income and noninterest income increased $1.2 million and
$534,000, respectively, while the provision for loan losses and
noninterest expenses were $166,000 and $630,000 higher, respectively.
Net Interest Income. Net interest income for the quarter ended
March 31, 1997 was $14.1 million, an increase of $1.2 million or 9.2%
compared to the same period in 1996. Average interest-earning assets
decreased $8.5 million to $1.26 billion while average interest-bearing
liabilities decreased $23.3 million to $1.15 billion. A 42 basis point
improvement in interest rate spread on the Bank's assets and liabilities
contributed to a 45 basis point increase in the net yield on earning
assets to 4.55%. Despite lower interest rates, the yield on average
interest earning assets increased to 8.26%. The cost of interest bearing
liabilities decreased 29 basis points to 4.08% as a result of changes in
mix and lower deposit rates.
Interest Income. Total interest income for the first quarter of
1997 was $25.7 million, comparable to the first quarter of 1996, despite
selling the Bank's $33.0 million credit card portfolio during the fourth
quarter of 1996. Increased levels of consumer and commercial lending,
which are traditionally higher yielding assets, offset the decrease in
overall earning assets.
Average balances of consumer loans and commercial business loans
increased $22.0 million and $20.1 million, respectively. The growth in
consumer loans resulted from higher customer demand for retail products.
The higher demand also produced a $15.4 million increase in average
balances of consumer checking accounts.
Average loans were $857.7 million, an increase of $43.7 million and
average Mortgage-backed securities were $310.7 million a decrease of
$125.7, compared with the same 1996 period. The yield on average
interest-earning assets increased 13 basis points compared to the first
quarter of 1996. The yield on loans decreased 5 basis points to 9.16%,
and mortgage-backed securities increased 28 basis points to 6.48%.
Interest Expense. For the quarter ended March 31, 1997, interest
expense was $11.6 million, a decrease of $1.2 million or 9.1% compared
with the same period in 1996. Overall, the average cost of interest-
bearing liabilities decreased 29 basis points to 4.08%. Average deposit
costs decreased 27 basis points to 3.83% while other borrowing costs
decreased 16 basis points to 5.28%. The decrease in deposit cost was
the result of lower market rates and a change in the mix of total
deposit balances toward lower-rate account types. Other borrowing costs
decreased due to lower short-term borrowing rates.
Average interest-bearing liabilities were $1.15 billion, a decrease
of $23.3 million, or 2.0% in the first quarter of 1997. Average interest-
bearing deposits were $945.0 million, an increase of $9.0 million or
1.0%, and average FHLB advances and other borrowings were $203.0
million, a decrease of $32.3 million or 13.7%, compared to the same 1996
period.
Provision for Loan Losses. For the first quarter of 1997, the
provision for loan losses was $888,000, a $166,000 increase compared
with the same period in 1996. Net charge-offs were $370,000. The
provision exceeded net charge-offs by $518,000, causing the allowance
for loan losses to increase to 1.30% of total loans at March 31, 1997
from 1.26% at December 31, 1996. (For additional discussion see
"Nonperforming Assets.")
Management considers the allowance for loan losses to be adequate
based upon its current evaluation and analysis of the loan portfolio.
Adjustments to the allowance may be necessary if economic conditions
differ significantly from the assumptions used in making the
evaluations.
Noninterest Income. Noninterest income increased $534,000 or 15.2%
in the first quarter of 1997 primarily as a result of increases in
service fees on deposits of $481,000, or 20.2%. The increase in service
fees on deposits resulted primarily from a 6% increase in the number of
checking accounts over March 1996 levels and from increased usage of the
Banks debit card services. Increases in noninterest income nearly
matched increases in noninterest expense, improving the Bank's
efficiency ratio to 53.56%.
Noninterest Expenses. Noninterest expense increased $630,000 for
the first quarter of 1997 compared to the same period in 1996.
Compensation and fringe benefits increased $352,000 or 7.1% and net
occupancy costs increased $259,000 primarily a result of higher
maintenance costs. Other noninterest expense increased $498,000 to $2.0
million due in part to costs associated with a successful consumer loan
promotion. Increased expenses for the quarter were partially offset by
lower deposit insurance premiums.
Income Taxes. Income taxes for the 1997 period were $2.9 million,
a $518,000 increase compared to the same period in 1996. The increased
tax resulted primarily from higher pre-tax earnings.
American Federal Bank, FSB and Subsidiaries
Management's Discussion and Analysis
Nonperforming Assets
All loans are classified as non-accrual for purposes of income
recognition at the time the collection of the principal becomes
uncertain. In addition, business loans and commercial real estate
loans are placed on non-accrual at the date the loan becomes 60 days
past due; and residential mortgage loans and consumer loans are
generally placed on non-accrual at the date they become 90 days past
due. All loans are placed in non-accrual status when foreclosure
action is commenced. A loan remains in non-accrual status until the
factors which indicate doubtful collectability no longer exist, or
until the loan is determined to be uncollectable and is charged off
against the allowance for loan losses.
American Federal's nonperforming assets as of March 31, 1997 and
December 31, 1996 are shown in the following table.
March 31, December 31,
1997 1996
(Dollars in thousands)
Loans on non-accrual:
Mortgage $ 2,016 1,880
Commercial 1,132 1,271
Consumer 1,241 1,330
Total non-accrual loans 4,389 4,481
Other nonperforming loans (1) 821 838
Total nonperforming loans 5,210 5,319
Other nonperforming assets (2) 601 1,051
Total nonperforming assets $ 5,811 6,370
Percentage of total assets .44% .48
Percentage of nonperforming loans and other
nonperforming assets to total loans and
other nonperforming assets .67% .75
_________________
(1) Includes current loans accruing at below market rates of interest.
(2) Consisting primarily of real estate acquired in settlement of
loans of $517,000 and $954,000 at March 31, 1997 and December 31,
1996, respectively.
Total nonperforming assets decreased $559,000 million or 8.8%
during the first quarter of 1997. There are no loans over $1.0 million
classified as nonperforming. During the quarter, non-accruing
commercial declined $139,000, while residential mortgage loans
increased $136,000. The Bank has historically experienced little loss
on residential loans.
Real estate acquired in settlement of loans was $517,000 at March
31, 1997 a decrease of $437,000 from year-end 1996. All real estate
acquired in settlement of loans is carried at the lower of cost or
fair market value less the cost to sell.
At March 31, 1997, the allowance for loan losses increased to
$11.2 million an increase of $518,000 compared to December 31, 1996.
At March 31, 1997, the allowance amounted to 1.30% of loans
outstanding, compared to 1.26% at December 31, 1996. Management
considers the allowance for loan losses to be adequate based upon its
current judgment, evaluation, and analysis of the loan portfolio.
American Federal Bank, FSB and Subsidiaries
Management's Discussion and Analysis
Changes in Financial Condition from December 31, 1996 to March 31,
1997
Total assets at March 31, 1997 were $1.31 billion, a decrease of
$11.5 million from December 31, 1996.
During the first three months of 1997, the Bank increased loans
receivable by $17.0 million, utilizing funds provided from a $26.0
million reduction in short-term interest-bearing deposits.
Deposits increased $12.7 million to $999.5 million while
borrowings were reduced $28.1 million to $169.1 million. At March 31,
1997, stockholders' equity was $117.5 million or 8.99% of total
assets.
Liquidity and Capital Resources
Liquid assets were approximately $61.9 million at March 31, 1997.
In addition, the Bank had $27.9 million of investment securities that
qualify as liquidity for regulatory purposes. The combination
substantially exceeded the OTS liquidity requirement of 5% of net
withdrawable deposits and short-term borrowings. The Bank also had
sufficient collateral to support approximately $141.6 million in
additional FHLB advances and short-term borrowings.
Impact of Inflation and Changing Prices
The Consolidated Financial Statements, related notes, and other
financial information presented herein have been prepared in
accordance with generally accepted accounting principles, which
require the measurement of financial position and operating results in
terms of historical dollars, without considering changes in relative
purchasing power over time due to inflation. Unlike most industrial
companies, substantially all of the assets and liabilities of a
financial institution are monetary in nature. As a result, interest
rates generally have a more significant impact on a financial
institution's performance than does the effect of inflation.
American Federal Bank, FSB and Subsidiaries
Part II Other Information
Item 1 Legal Proceedings
The Bank from time to time and currently is involved as plaintiff
or defendant in various legal actions incident to its business. Any
adverse decision is not believed to be material, either individually
or collectively, to the consolidated financial condition of the Bank.
In addition to actions in the normal course of business, in 1995
the Bank filed a claim against the United States in the Court of
Federal Claims. The complaint seeks compensation for goodwill taken by
the government as a result of enactment of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989. The goodwill arose from
acquisitions in 1982. It is difficult to determine what the outcome
of this litigation might be, or when any potential benefit might
occur.
Item 2 Changes in Securities
None
Item 3 Default Upon Senior Securities
Not Applicable
Item 4 Submission of Matters to a Vote of Security Holders
The Bank held its 1997 Annual Meeting of Stockholders (1997
Annual Meeting) on April 23, 1997, for the approval of the following
proposals:
(1) Election of directors. At the 1997 Annual Meeting, the
following nominees were elected to serve until the Annual Meeting of
Stockholders in 2000.
The vote was as follows:
Broker
Nominees For Withheld Nonvotes
William L. Abercrombie 9,989,821 25,039 Not Available
Blake P. Garrett 9,988,603 26,257 Not Available
(2) Election of KPMG Peat Marwick LLP as independent accountants
of the Bank. The vote on the proposal was as follows:
Votes for 9,984,257
Votes against 5,195
Votes abstained 25,408
Broker nonvotes Not Available
Item 5 Exhibits and Reports of Form 8-K
(1) Exhibit 11. Statement regarding the computation of earnings
per share.
(2) A current report on From 8K was filed on February 24, 1997
announcing the execution of a definitive merger agreement between CCB
Financial Corporation and American Federal Bank, FSB.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
May 13, 1997 By: /s/ William L. Abercrombie, Jr.
Date William L. Abercrombie, Jr.
President and Chief
Executive Officer
May 13, 1997 By: /s/ Michael A. Trimble
Date Michael A. Trimble
Principal Financial Officer
May 13, 1997 By: /s/ Robert A. Lea
Date Robert A. Lea
Principal Accounting Officer
Exhibit 11
Earnings per share calculation for the three months ended March 31, 1997
(Proceeds and number of shares in thousands)
Number of
Proceeds shares
Primary earnings per share:
Weighted average number of shares of
common stock outstanding for the
period 11,002
Average options outstanding $ 4,423 418
11,420
Assumed repurchase for treasury at
average market value (4,423) (179)
$ - 11,241
Net income $ 4,770
Earnings per share $ .42
