UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) July 1, 1983
CCB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 0-12358 56-1347849
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
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.
Item 5 of Registrant's Current Report on Form 8-K dated July 1,
1983, as amended by Form 8-K/A1 filed on January 30, 1995 and
Form 8-K/A2 filed on June 14, 1996, is further revised to
incorporate the following additional and updated material:
CAPITAL STOCK OF REGISTRANT
The authorized capital stock of CCB Financial Corporation
("CCBF") consists of (i) 100,000,000 shares of $5.00 par value
common stock ("CCBF Stock"), of which 40,598,756 shares were
issued and outstanding at October 1, 1998, and (ii) 10,000,000
shares of serial preferred stock, of which there were no shares
issued and outstanding at October 1, 1998.
By amendment to its Amended and Restated Articles of
Incorporation ("Restated Articles") which may be adopted without
shareholder approval, CCBF's Board of Directors may divide shares
of CCBF's authorized serial preferred stock into, and issue the
same in, one or more classes and in one or more series within
each class, and the Board of Directors is authorized to determine
and fix the designations, relative rights, preferences and
limitations of shares in each such class and series of preferred
stock so established. Subject to applicable law and bylaws of
the New York Stock Exchange (the "NYSE"), shares of each such
class or series may be issued from time to time without
shareholder approval at such times, for such purposes and for
such consideration as the Board of Directors may deem advisable.
During 1990 and for use in connection with a "Rights Plan",
CCBF's Board of Directors established a series of preferred stock
designated as its Series A Junior Participating Preferred Stock
("Series A Preferred") which has certain special rights for
purposes of dividends and other distributions, voting,
dissolution and liquidation, and in connection with certain
acquisitions of CCBF's outstanding voting shares. The Rights
Plan was amended and restated on October 1, 1998. No shares of
Series A Preferred have been issued.
The following is a brief description of CCBF Stock.
However, the description is not intended to be a complete
description of CCBF Stock and is qualified in its entirety by
reference to the referenced federal and North Carolina statutes,
to CCBF's Restated Articles and Bylaws, and to CCBF's Amended and
Restated Rights Agreement dated as of October 1, 1998 (the
"Rights Agreement") described below. Shares of CCBF Stock are
not deposits of any bank or other financial institution and are
not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
Voting Rights
The holders of CCBF Stock generally possess exclusive voting
rights in CCBF. Each holder of CCBF Stock is entitled to one
vote for each share held of record. Except as otherwise provided
by North Carolina law, the vote of a majority of shares voting on
any matter is necessary for approval by the shareholders.
Holders of CCBF Stock are not entitled to vote cumulatively in
the election of directors and, therefore, holders of a majority
of shares voting in any election of directors at a meeting of
CCBF's shareholders may elect the entire Board of Directors.
Dividend Rights
Holders of CCBF Stock are entitled to receive dividends
when, as and if declared by the Board of Directors out of funds
legally available therefor.
Preemptive Rights
Holders of CCBF Stock do not have preemptive or preferential
right to purchase or subscribe for any additional shares of CCBF
Stock or, except as otherwise provided in the Rights Agreement,
any other securities that may be issued by CCBF.
Assessment and Redemption
Shares of CCBF Stock, when validly issued and fully paid,
are nonassessable. There is no provision for redemption or
conversion of CCBF Stock.
Liquidation Rights
In the event of a liquidation, dissolution, or winding-up of
CCBF, whether voluntary or involuntary, the holders of CCBF Stock
would be entitled to share ratably in any of the net assets or
funds available for distribution to holders of CCBF Stock after
the satisfaction of all liabilities or after adequate provision
is made therefor. The form of distribution would depend upon the
nature of the liquidation and assets of CCBF.
CCBF Rights Plan
During 1990, CCBF entered into a Rights Agreement that
established its "Rights Plan" pursuant to which a preferred stock
purchase right (a "CCBF Right") was distributed to CCBF's
shareholders for each of their shares of CCBF 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 CCBF Rights, each
new share of CCBF Stock issued also has attached to it one CCBF
Right. On October 1, 1998, the Board of Directors amended and
restated the original Rights Agreement to extend its term and to
make other changes the Board concluded were necessary to update
the original Rights Plan.
The CCBF Rights become exercisable on a date (the
"Distribution Date") which is the earlier of (i) the tenth
business day following a public announcement that a person or
group of affiliated persons ("Acquiring Person") have acquired
beneficial ownership of 15% (or 10% in certain circumstances
described in the Rights Agreement) or more of the outstanding
shares of CCBF Stock or (ii) the tenth business day (or such
later date as may be determined by CCBF's Board of Directors)
following the commencement of, or announcement of an intention to
commence, a tender or exchange offer the consummation of which
would result in a person or group of affiliated persons becoming
the beneficial owner of 15% (or 10% in certain circumstances
described in the Rights Agreement) or more of such outstanding
shares of CCBF Stock. However, after the time any person becomes
an Acquiring Person, all CCBF 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 CCBF Right will be
evidenced by the certificate evidencing the CCBF Stock to which
it relates and may be transferred only with such CCBF Stock, and
surrender for transfer of any CCBF Stock certificate also will
constitute the transfer of the CCBF Rights related thereto. The
Rights are not exercisable until the Distribution Date. If and
only if the Distribution Date should occur, separate certificates
evidencing each CCBF Right will be distributed to the record
holders of the CCBF Stock to which such Rights are attached.
Each such CCBF Right may then be exercised to purchase one one-
hundredth (1/100) interest in a newly issued share of Series A
Preferred for a price currently set at $187.50 (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 and
prior to the acquisition of such Acquiring Person of 50% or more
of the outstanding CCBF Stock, the Board of Directors may
exchange the Rights (other than Rights owned by such Acquiring
Person which have become void), in whole or in part, at an
exchange ratio of one share of CCBF Stock, or one one-hundredth
(1/100) of a Preferred Share (or of a share of a class or series
of CCBF's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
In the event that CCBF is acquired in a merger or other
business combination transaction or 50% or more of its
consolidated assets or earning power is sold, proper provision
will be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof and at the then
current purchase price of the Right, that number of shares of
common stock of the acquiring company which at the time of such
transaction will have a market value of two times the purchase
price of the Right. In the event that any person becomes an
Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of shares of
CCBF Stock having a market value of two times the purchase price
of the Right.
CCBF Rights will expire on October 1, 2008 unless extended,
and may be redeemed by CCBF at any time prior to a person
becoming an Acquiring Person, at a price of $.01 per CCBF Right.
CCBF's Rights Plan may have an anti-takeover effect. The
Rights Plan would enable CCBF's existing shareholders to purchase
shares of Series A Preferred at the stated Purchase Price or a
number of shares of CCBF Stock equal in value to twice the
Purchase Price. The effect of the Rights Plan may be to
discourage an uninvited or unfriendly attempt to acquire control
of CCBF as the effect of purchases of Series A Preferred or CCBF
Stock likely would be to cause an Acquiring Person to suffer
substantial dilution of its voting power and significant
deterioration in the value of its shares of CCBF Stock.
Certain Provisions Which May Have an Anti-Takeover Effect
Certain provisions of CCBF's Restated Articles and of
federal and North Carolina law, some of which are described
below, may have the effect of entrenching current management and
of preventing, discouraging or delaying a change in control of
CCBF not approved by its Board of Directors but which a majority
of its shareholders might determine to be in their best interest
or in which shareholders might receive a premium over the current
market price for their shares.
Charter Provisions. In general, the North Carolina Business
Corporation Act (the "NCBCA") requires that any merger, share
exchange, voluntary liquidation or transfer of substantially all
the assets (other than in the ordinary course of business) of a
business corporation be approved by the corporation's
shareholders by a majority of the votes entitled to be cast on
the proposed transaction. However, CCBF's Restated Articles
contains a "supermajority" provision that, in the case of certain
business combination transactions, requires a higher vote of
CCBF's shareholders than otherwise would be required by the
NCBCA. The supermajority provision ("CCBF's 85% Vote
Requirement") requires that, (notwithstanding the fact that no
vote may be required, or that a lesser percentage may be
specified, by law or in any agreement with any securities
exchange or otherwise), certain "CCBF Business Combinations" with
"Interested Shareholders" (as those terms are defined below)
requires the affirmative vote of both (i) the holders of at least
85% of each class of outstanding shares of capital stock entitled
to vote generally in the election of directors (each voting
separately as a class), and (ii) a majority in interest of the
holders of the issued and outstanding voting stock of the
corporation held by persons other than an "Interested
Shareholder" or an affiliate or associate of an Interested
Shareholder. However, CCBF's 85% vote Requirement will not apply
in the case of a CCBF Business Combination that has been approved
by a majority of CCBF's directors who are not affiliated with the
Interested Shareholder and who became directors before the
Interested Shareholder became such (the "CCBF Continuing
Directors") or which satisfies the "CCBF Fair Price Provisions"
(as described below) also contained in CCBF's Restated Articles.
The term "CCBF Business Combination" generally includes: (i)
any merger or consolidation of CCBF or a subsidiary with an
Interested Shareholder or an affiliate or associate of an
Interested Shareholder; (ii) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition to or with an Interested
Shareholder or an affiliate or associate of an Interested
Shareholder of all or substantially all, or as much as 10% of,
the assets or businesses of CCBF or any subsidiary, (iii) any
purchase, exchange, lease or other acquisition by CCBF or any
subsidiary of all or substantially all, or as much as 10% of, the
assets or businesses of an Interested Shareholder or an affiliate
or associate of an Interested Shareholder; (iv) the issuance or
transfer of any securities of CCBF or any subsidiary to an
Interested Shareholder or an affiliate or associate of an
Interested Shareholder for consideration having a value of more
than $5 million; (v) the adoption of any plan proposed by or on
behalf of an Interested Shareholder or an affiliate or associate
of an Interested Shareholder for the liquidation or dissolution
of CCBF; (vi) any recapitalization or reclassification of
securities, or any merger or consolidation of COB? with any of
its subsidiaries, or any other transaction (whether or not
involving an Interested Shareholder) that would have the effect,
directly or indirectly, of increasing the proportionate share of
the outstanding shares of any class of equity or convertible
securities of CCBF or any subsidiary which is directly or
indirectly owned by an Interested. Shareholder or an affiliate
or associate or an Interested Shareholder.
An "Interested Shareholder" for purposes of CCBF's 85% Vote
Requirement generally is any person who: (i) together with his or
its affiliates, beneficially owns, directly or indirectly, 20% or
more of any class of CCBF's outstanding voting stock, (ii) is an
affiliate of CCBF and at any time within the preceding two years
beneficially owned, directly or indirectly, 20% or more of any
class of CCBF's outstanding voting stock, or (iii) is an assignee
of or has otherwise succeeded to any shares of any class of
outstanding voting stock which at any time within the preceding
two years were beneficially owned by any Interested Shareholder
Fair Price Provisions. A provision of CCBF's Restated
Articles (the "CCBF Fair Price Provision") provides that the CCBF
85% Vote Requirement will not apply in the case of a CCBF
Business Combination if: (i) the aggregate consideration to be
received per share of CCBF Stock by CCBF's shareholders is not
less than the higher of (A) the highest price per share paid by
the Interested Shareholder for CCBF Stock within two years
preceding the announcement of the CCBF Business Combination or
the date the person became an Interested Shareholder or (B) the
fair market value per share of CCBF Stock on such announcement
date or on the date the person became an Interested Shareholder;
(ii) the aggregate consideration to be received by CCBF's
shareholders per share of any other class of CCBF's voting stock
other than CCBF Stock is not less than the higher of (A) the
highest price per share paid by the Interested Shareholder for
shares of such other class of voting stock within two years
preceding the announcement of the CCBF Business Combination or
the date the person became an Interested Shareholder, (B) the
highest preferential amount per share to which holders of shares
of such other class are entitled in the event of any liquidation,
dissolution or winding up of CCBF, or (C) the fair market value
per share of such other class on such announcement date or on the
date the person became an Interested Shareholder; (iii) the
consideration to be received by CCBF's shareholders is in cash or
in the same form as the consideration paid by the Interested
Shareholder in acquiring shares already owned (provided, that if
the Interested Shareholder has paid varying forms of
consideration, the form of consideration paid to CCBF's
shareholders in the CCBF Business Combination shall either be
cash or the form used to acquire the largest number of shares of
such class of voting stock already owned); (iv) except as
approved by the CCBF Continuing Directors, after the Interested
Shareholder has become such and prior to consummation of the CCBF
Business Combination (A) there has been no failure to pay any
regular quarterly dividend on any outstanding preferred stock or
reduction in the annual dividend rate on CCBF Stock, and (B) the
Interested Shareholder shall not have acquired beneficial
ownership of any additional shares of CCBF voting stock; (v)
after becoming an Interested Shareholder, such person shall not
have received the benefit of certain financial assistance or tax
advantages; and (vi) a proxy statement in conformity with the
Securities Exchange Act of 1934, as amended, and regulations
thereunder shall be mailed to all CCBF shareholders,
Certain Amendments to Restated Articles. Unless recommended
to CCBF's shareholders by a vote of three-fourths of the CCBF
Continuing Directors, the affirmative vote of both (i) the
holders of not less than 85% of CCBF's outstanding voting stock
(each voting separately as a class) and (ii) a majority in
interest of the holders of outstanding CCBF voting stock held by
persons other than an Interested Shareholder or any affiliate or
associate of an Interested Shareholder, is required to amend or
repeal, or to adopt provisions inconsistent with, the provisions
of CCBF's 85% Vote Requirement and the CCBF Fair Price Provision.
North Carolina Shareholder Protection Act. The North
Carolina Shareholder Protection Act (the "Shareholder Protection
Act") generally requires that, unless certain "fair price" and
procedural requirements are satisfied, the affirmative vote of
95% of a corporation's voting shares is required to approve
certain business combination transactions with another entity
that is the beneficial owner, directly or indirectly, of more
than 20% of the corporation 's voting shares or which is an
affiliate of the corporation and previously has been a 20%
beneficial holder of such shares. The Shareholder Protection Act
is applicable to CCBF.
Control Share Acquisition Act. The North Carolina Control
Share Acquisition Act (the "Control Share Act") generally
provides that, except as provided below, "Control Shares" will
not have any voting rights. Control Shares are shares acquired
by a person under certain circumstances which, when added to
other shares owned, would give such person effective control over
one-fifth, one-third or a majority of all voting power in the
election of the corporation's directors. However, voting rights
will be restored to Control Shares by resolution approved by the
affirmative vote of the holders of a majority of the
corporation's voting stock (other than shares held by the owner
of the Control Shares, officers of the corporation and directors
employed by the corporation). If voting rights are granted to
Control Shares which give the holder a majority of all voting
power in the election of the corporation's directors, then the
corporation's other shareholders may require the corporation to
redeem their shares at their fair value. The Control Share Act
is applicable to CCBF.
Bank Change-of-Control Legislation. State and federal law
regulate the amount of voting stock of a bank or bank holding
company that a person may acquire without prior approval of the
appropriate federal or state regulators. The overall effect of
such laws is to make :t more difficult to acquire a bank or bank
holding company by tender or exchange offer or similar means than
it might be to acquire control of a corporation, the control and
operations of which are not a matter of concern to federal or
state banking regulatory authorities. Pursuant to North Carolina
law, no person is permitted to acquire voting stock of any bank
or bank holding company if such acquisition would result in the
change in control of the bank or hank holding company unless the
North Carolina Commissioner of Banks shall have approved the
proposed acquisition. For purposes of this provision, control
means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policy of the
bank or bank holding company, or ownership of as much as 10% of
the outstanding voting stock in a bank or bank holding company.
Federal law imposes additional restrictions on acquisitions of
stock in bank holding companies and federally insured banks.
Under the Change in Bank Control Act (the "Control Act") and the
regulations thereunder, a person or group must give advance
notice to the appropriate federal banking regulator before
acquiring control of any bank holding company or federally-
insured bank. Upon receipt of such a notice, the federal
regulator may either approve or disapprove the acquisition. In
the case of CCBF, the Control Act creates a rebuttable
presumption of control if a person or group acquires 10% or more
of CCBF's voting stock and if one or more "control factors" set
forth in the Control Act are present.
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: October 1, 1998 By: /s/ W Harold Parker, Jr.
W. Harold Parker, Jr.
Senior Vice President
and Controller
