As filed with the Securities and Exchange Commission on March 11, 1998
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 Long-Term Incentive 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 $110.125 $55,062,500 $16,243.43
$5.00 par value shares
Series A Junior
Participating 500,000 N/A N/A N/A
Preferred Stock rights
Purchase Rights(2)
(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 March 9, 1998.
(2)The Series A Junior Participating Preferred Stock Purchase
Rights will be attached to and trade with shares of the common
stock.
CCB FINANCIAL CORPORATION
500,000 Shares of Common Stock
Par Value $5.00 Per Share
Offered Pursuant to the
CCB Financial Corporation Long-Term Incentive Plan
The contents of the registration statement filed on Form S-8 of CCB
Financial Corporation, registration number 33-54645, filed with the
Securities and Exchange Commission on July 20, 1994, 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 Long-Term Incentive Plan from
500,000 shares to 1,000,000 shares.
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 March 10, 1998.
CCB FINANCIAL CORPORATION
(Registrant)
By:/s/ ERNEST C. ROESSLER*
Ernest C. Roessler
President and Chief Executive Officer
Signature Title Date
/s/ ERNEST C. ROESSLER* Vice Chairman and March 10, 1998
Ernest C. Roessler President
(Chief Executive Officer)
/s/ WILLIAM L. ABERCROMBIE, JR.*Vice Chairman March 10, 1998
William L. Abercrombie, Jr.
/s/ JOHN M. BARNHARDT* Director March 10, 1998
John M. Barnhardt
/s/ J. HARPER BEALL, III* Director March 10, 1998
J. Harper Beall, III
/s/ JAMES B. BRAME, JR.* Director March 10, 1998
James B. Brame, Jr.
/s/ TIMOTHY B. BURNETT* Director March 10, 1998
Timothy B. Burnett
/s/ W. L. BURNS, JR.* Chairman of the March 10, 1998
W. L. Burns, Jr. Board of Directors
/s/ BLAKE P. GARRETT, JR.* Director March 10, 1998
Blake P. Garrett, Jr.
Director March ___, 1998
Edward S. Holmes
Director March ___, 1998
Bonnie McElveen-Hunter
Vice Chairman March ___, 1998
David B. Jordan
Director March ___, 1998
C. Dan Joyner
/s/ OWEN G. KENAN* Director March 10, 1998
Owen G. Kenan
Director March ___, 1998
Eugene J. McDonald
/s/ HAMILTON W. MCKAY, JR.* Director March 10, 1998
Hamilton W. McKay, Jr., M.D.
Director March ___, 1998
George J. Morrow
/s/ ERIC B. MUNSON Director March 10, 1998
Eric B. Munson
Director March ___, 1998
Dr. David E. Shi
/s/ MILES J. SMITH, JR. Director March 10, 1998
Miles J. Smith, Jr.
Director March ___, 1998
Jimmy K. Stegall
/s/ H. ALLEN TATE, JR.* Director March 10, 1998
H. Allen Tate, Jr.
/s/ JAMES L. WILLIAMSON* Director March 10, 1998
James L. Williamson
/s/ PHAIL WYNN, JR.* Director March 10, 1998
Dr. Phail Wynn, Jr.
/s/ ROBERT L. SAVAGE, JR.* Senior Vice President March 10, 1998
Robert L. Savage, Jr. and Chief Financial
Officer
/s/ W. HAROLD PARKER, JR. Senior Vice President March 10, 1998
W. Harold Parker, Jr. and Controller (Chief
Accounting Officer)
* BY: W. HAROLD PARKER, JR., Attorney-In-Fact
EXHIBIT INDEX
Sequential
Exhibit No. Description of Document Page No.
4.1 Amendment No. 1 to the CCB Financial
Corporation Long-Term Incentive Plan 7
5.1 Opinion of Moore & Van Allen, PLLC. 10
23.1 Consent of KPMG Peat Marwick LLP,
independent auditors. 12
23.2 Consent of Moore & Van Allen, PLLC
(included in the opinion
filed as Exhibit No. 5.1.) 10
24.1 Power of Attorney 14
AMENDMENT NO. 1 TO THE
CCB FINANCIAL CORPORATION
LONG-TERM INCENTIVE PLAN
Amendment to Section 4.2.1 entitled "Common Stock".
By recommendation of the Compensation Committee and action
of the Board of Directors effective January 20, 1998,
Section 4.2.1 shall be amended to replace the number 500,000
with the number 1,000,000 so that said Section 4.2.1 shall
provide for the reservation for Awards (as defined in the
Plan) under the Plan for 1,000,000 shares of the authorized
and unissued shares of the Corporation.
CCB FINANCIAL CORPORATION
BY: /s/ ERNEST C. ROESSLER
TITLE: President and CEO
ATTEST:
BY: /s/ LEO P. PYLYPEC
TITLE: First VP and Corporate Secretary
March 10, 1998
Board of Directors
CCB Financial Corporation
111 Corcoran Street
Durham, NC 27702
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special 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 the 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
Long-Term Incentive Plan (the "Plan") and 500,000 Series A Junior
Participating Preferred Stock purchase rights that are attached to the
Shares. These shares are being registered as a result of Amendment
No. 1 to the Plan which increased from 500,000 to 1,000,000 the number
of Shares to be reserved for issuance under the Plan.
As special 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
/s/ ANTHONY GAETA, JR.
By: Anthony Gaeta, Jr.
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CCB Financial Corporation
We consent to the use of our report dated January 21, 1997
included in CCB Financial Corporation's Form 10-K for the year
ended December 31, 1996 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 Long-Term Incentive Plan.
Our report dated January 21, 1997 refers to the fact that on
January 1, 1994, CCB Financial Corporation adopted the
provisions of Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity
Securities."
KPMG PEAT MARWICK LLP
Raleigh, North Carolina
March 10, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of CCB Financial
Corporation, and the several undersigned officers and directors
thereof whose signatures appear below hereby makes, constitutes
and appoints Ernest C. Roessler and W. Harold Parker, Jr. or
either of them, its and his or her true and lawful attorneys,
with full power of substitution to execute, deliver and file in
its, his or her name and on its, his or her behalf, and in each
of the undersigned Officer's and Director's capacity or
capacities as shown below, (a) Registration Statements on Form S-
8 (or other appropriate form) with respect to the registration
under the Securities Act of 1933, as amended, of the shares of
Common Stock of CCB Financial Corporation, par value $5.00 per
share, and the related Series A Junior Participating Preferred
Stock Purchase Rights to be issued pursuant to the CCB Financial
Corporation Long-Term Incentive Plan and all documents in support
thereof or supplemental thereto and any and all amendments,
including any and all post-effective amendments, to the foregoing
(hereinafter called the "Registration Statement"), (b) such
registration statements, petitions, applications, consents to
service of process or other instruments, any and all documents in
support thereof or supplemental thereto, and any and all
amendments or supplements to the foregoing, as may be necessary
or advisable to qualify or register the securities covered by
said Registration Statement; each of CCB Financial Corporation
and said Officers and Directors hereby grants to said attorneys,
or any of them, full power and authority to do and perform each
and every act and thing whatsoever as said attorney may deem
necessary or advisable to carry out fully the intent of this
power of attorney to the same extent and with the same effect as
CCB Financial Corporation might or could do, and in each of said
capacity or capacities as aforesaid; and each of CCB Financial
Corporation and said Officers and Directors hereby ratifies and
confirms all acts and things which said attorneys might do or
cause to be done by virtue of this power of attorney and its, his
or her signatures as the same may be signed by said attorneys to
any of all of such Registration Statement filed under the
Securities Act of 1933, as amended, and all such registration
statements, petitions, applications, consents to service of
process and other instruments, and any and all documents in
support thereof or amendatory or supplemental thereto, filed
under such securities laws, regulations and requirements as may
be applicable.
IN WITNESS WHEREOF, CCB Financial Corporation has caused
this power of attorney to be signed on its behalf, and each of
the undersigned Officers and Directors in the capacity or
capacities noted has hereunto set his or her hand on the date
indicated below.
CCB FINANCIAL CORPORATION
By: /s/ ERNEST C. ROESSLER
Ernest C. Roessler
Vice Chairman, President and
Chief Executive Officer
Dated: March 10, 1998
/s/ ERNEST C. ROESSLER Vice Chairman and President March 10, 1998
Ernest C. Roessler (Chief Executive Officer)
/s/ WILLIAM L. ABERCROMBIE, JR.Vice Chairman March 10, 1998
William L. Abercrombie, Jr.
/s/ JOHN M. BARNHARDT Director March 10, 1998
John M. Barnhardt
/s/ J. HARPER BEALL, III Director March 10, 1998
J. Harper Beall, III
/s/ JAMES B. BRAME, JR. Director March 10, 1998
James B. Brame, Jr.
/s/ TIMOTHY B. BURNETT Director March 10, 1998
Timothy B. Burnett
/s/ W. L. BURNS, JR. Chairman of the March 10, 1998
W. L. Burns, Jr. Board of Directors
/s/ BLAKE P. GARRETT, JR. Director March 10, 1998
Blake P. Garrett, Jr.
Director March ___, 1998
Edward S. Holmes
Director March ___, 1998
Bonnie McElveen-Hunter
Vice Chairman March ___, 1998
David B. Jordan
Director March ___, 1998
C. Dan Joyner
/s/ OWEN G. KENAN Director March 10, 1998
Owen G. Kenan
Director March ___, 1998
Eugene J. McDonald
/s/ HAMILTON W. MCKAY, JR. Director March 10, 1998
Hamilton W. McKay, Jr., M.D.
Director March ___, 1998
George J. Morrow
/s/ ERIC B. MUNSON Director March 10, 1998
Eric B. Munson
Director March ___, 1998
Dr. David E. Shi
/s/ MILES J. SMITH, JR. Director March 10, 1998
Miles J. Smith, Jr.
Director March ___, 1998
Jimmy K. Stegall
/s/ H. ALLEN TATE, JR. Director March 10, 1998
H. Allen Tate, Jr.
/s/ JAMES L. WILLIAMSON Director March 10, 1998
James L. Williamson
/s/ PHAIL WYNN, JR. Director March 10, 1998
Dr. Phail Wynn, Jr.
/s/ ROBERT L. SAVAGE, JR. Senior Vice President March 10, 1998
Robert L. Savage, Jr. and Chief Financial
Officer
/s/ W. HAROLD PARKER, JR. Senior Vice President March 10, 1998
W. Harold Parker, Jr. and Controller (Chief
Accounting Officer)
