UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1997
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________ to ___________
Commission File Number: 0-12358
CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN
(Full title of the plan)
CCB FINANCIAL CORPORATION
(Exact name of issuer as specified in charter)
111 Corcoran Street, P. O. Box 931, Durham, NC 27702
(Address of principal executive offices)
<PAGE>
Item 1. Financial Statements
Audited statements of net assets available for plan benefits as
of December 31, 1997 and 1996 and the related audited statements of
changes in net assets available for plan benefits for each of the
years then ended are filed herein.
Item 2. Exhibits
The consent of the Plan's independent auditors to incorporation
by reference of the financial statements is included as Exhibit 23.
CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
The Retirement Committee
CCB Financial Corporation:
We have audited the accompanying statements of net assets available
for plan benefits of the CCB Financial Corporation Retirement
Savings Plan as of December 31, 1997 and 1996 and the related
statements of changes in net assets available for plan benefits for
the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the CCB Financial Corporation Retirement Savings Plan at
December 31, 1997 and 1996, and the changes in net assets available
for plan benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but
are supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The fund
information in the statements of net assets available for plan
benefits and the statements of changes in net assets available for
plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits
and changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been subjected
to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
June 9, 1998
/s/ KPMG PEAT MARWICK LLP
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits with Fund Information
December 31, 1997
1997
--------------------------------
Money
Bond Stock Market
Fund Fund Fund
--------- --------- ---------
Assets:
Investments:
Money market funds $ - - 2,363,679
Mutual funds:
111 Corcoran Bond Fund 6,712,038 - -
Dodge and Cox Balanced Fund - - -
Vanguard Index 500 Fund - 6,459,528 -
Managers Special Equity Fund - 368,018 -
Janus Worldwide Fund - 496,252 -
Common stock of
CCB Financial Corporation - - -
--------- --------- ---------
Total investments 6,712,038 7,323,798 2,363,679
Accrued interest and
dividends receivable - - -
Employee contributions
receivable 6,866 28,410 5,349
Employer contributions
receivable 2,951 11,162 2,167
--------- --------- ---------
Net assets available for
plan benefits $6,721,855 7,363,370 2,371,195
========= ========= =========
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits with Fund Information,
continued
December 31, 1997
1997
---------------------------------
CCBF
Balanced Stock
Fund Fund Total
--------- --------- ---------
Assets:
Investments:
Money market funds $ - 387,041 2,750,720
Mutual funds:
111 Corcoran Bond Fund - - 6,712,038
Dodge and Cox Balanced Fund 2,553,230 - 2,553,230
Vanguard Index 500 Fund - - 6,459,528
Managers Special Equity Fund - - 368,018
Janus Worldwide Fund - - 496,252
Common stock of
CCB Financial Corporation - 54,201,070 54,201,070
--------- --------- ---------
Total investments 2,553,230 54,588,111 73,540,856
Accrued interest and
dividends receivable - 200,730 200,730
Employee contributions
receivable 18,089 72,758 131,472
Employer contributions
receivable 7,516 943,988 967,784
--------- --------- ---------
Net assets available for
plan benefits $2,578,835 55,805,587 74,840,842
========= ========= =========
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits with Fund Information,
continued
December 31, 1996
1996
--------------------------------
Money
Bond Stock Market
Fund Fund Fund
--------- --------- ---------
Assets:
Investments:
Money market funds $ 68,586 107,240 3,022,479
Mutual funds:
111 Corcoran Bond Fund 3,763,363 - -
111 Corcoran Equity Fund - 5,109,491 -
Common stock of
CCB Financial Corporation - - -
--------- --------- ---------
Total investments 3,831,949 5,216,731 3,022,479
Accrued interest and
dividends receivable 21,189 122 13,627
Employee contributions
receivable 13,182 26,176 8,923
Employer contributions
receivable - - -
Receivable from other funds - - -
Other receivables 3,836 13,921 4,258
--------- --------- ---------
Total assets 3,870,156 5,256,950 3,049,287
Liabilities:
Prepaid contributions - 25 -
Payable to other funds 104 52 17
Other payables - - -
--------- --------- ---------
Total liabilities 104 77 17
--------- --------- ---------
Net assets available for
plan benefits $3,870,052 5,256,873 3,049,270
========= ========= =========
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits with Fund Information,
continued
December 31, 1996
1996
--------------------------------
CCBF
Balanced Stock
Fund Fund Total
--------- --------- ---------
Assets:
Investments:
Money market funds $ 177,992 63,818 3,440,115
Mutual funds:
111 Corcoran Bond Fund 7,201,104 - 10,964,467
111 Corcoran Equity Fund - - 5,109,491
Common stock of
CCB Financial Corporation 9,015,586 20,607,815 29,623,401
--------- --------- ---------
Total investments 16,394,682 20,671,633 49,137,474
Accrued interest and
dividends receivable 97,367 131,989 264,294
Employee contributions
receivable 71,285 43,447 163,013
Employer contributions
receivable - 884,308 884,308
Receivable from other funds - 173 173
Other receivables 10,676 139 32,830
--------- --------- ---------
Total assets 16,574,010 21,731,689 50,482,092
Liabilities:
Prepaid contributions 8,193 5,692 13,910
Payable to other funds - - 173
Other payables - 524 524
--------- --------- ---------
Total liabilities 8,193 6,216 14,607
--------- --------- ---------
Net assets available for
plan benefits $16,565,817 21,725,473 50,467,485
========= ========= =========
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits with
Fund Information
For the year ending December 31, 1997
1997
-------------------------------
Money
Bond Stock Market
Fund Fund Fund
--------- --------- ---------
Additions to net assets
attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $242,490 1,452,809 66,677
Interest 5,003 42,535 71,822
Dividends 412,635 171,309 -
Contributions:
Employer, net of forfeitures 61,259 229,544 47,065
Employees 238,744 750,118 185,583
Funds transferred 2,653,200 (158,706) (501,140)
--------- --------- ---------
Total additions (deductions) 3,613,331 2,487,609 (129,993)
Deductions from net assets
attributed to:
Plan benefits paid (761,528) (381,112) (548,082)
--------- --------- ---------
Net increase (decrease)
in net assets 2,851,803 2,106,497 (678,075)
--------- --------- ---------
Net assets available for
plan benefits:
Beginning of year 3,870,052 5,256,873 3,049,270
--------- --------- ---------
End of year $6,721,855 7,363,370 2,371,195
========= ========= =========
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits with
Fund Information, continued
For the year ending December 31, 1997
1997
----------------------------------
CCBF
Balanced Stock
Fund Fund Total
--------- --------- ---------
Additions to net assets
attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $(811,596) 20,254,356 21,204,736
Interest 11,632 7,870 138,862
Dividends 327,322 927,860 1,839,126
Contributions:
Employer, net of forfeitures 530,282 1,431,276 2,299,426
Employees 583,589 1,746,841 3,504,875
Funds transferred (14,185,356) 12,192,002 -
--------- --------- ---------
Total additions (deductions) (13,544,127) 36,560,205 28,987,025
Deductions from net assets
attributed to:
Plan benefits paid (442,855) (2,480,091) (4,613,668)
--------- --------- ---------
Net increase (decrease)
in net assets (13,986,982) 34,080,114 24,373,357
--------- --------- ---------
Net assets available for
plan benefits:
Beginning of year 16,565,817 21,725,473 50,467,485
--------- --------- ---------
End of year $2,578,835 55,805,587 74,840,842
========= ========= =========
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits with
Fund Information, continued
For the year ending December 31, 1996
1996
---------------------------------
Money
Bond Stock Market
Fund Fund Fund
--------- --------- ---------
Additions to net assets
attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $(105,597) 912,735 2,133
Interest 1,800 4,109 162,564
Dividends 248,163 54,663 -
Contributions:
Employer, net of forfeitures - - -
Employees 390,561 622,335 269,846
Funds transferred (103,264) 67,080 (463,655)
--------- --------- ---------
Total additions (deductions) 431,663 1,660,922 (29,112)
Deductions from net assets
attributed to:
Plan benefits paid (392,479) (454,289) (312,517)
--------- --------- ---------
Net increase (decrease)
in net assets 39,184 1,206,633 (341,629)
--------- --------- ---------
Net assets available for
plan benefits:
Beginning of year 3,830,868 4,050,240 3,390,899
--------- --------- ---------
End of year $3,870,052 5,256,873 3,049,270
========= ========= =========
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits with
Fund Information, continued
For the year ending December 31, 1996
1996
---------------------------------
CCBF
Balanced Stock
Fund Fund Total
--------- --------- ---------
Additions to net assets
attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $1,552,495 3,999,306 6,361,072
Interest 11,208 9,290 188,971
Dividends 647,378 474,266 1,424,470
Contributions:
Employer, net of forfeitures 1,157,307 842,696 2,000,003
Employees 630,383 1,013,172 2,926,297
Funds transferred 62,351 437,488 -
--------- --------- ---------
Total additions (deductions) 4,061,122 6,776,218 12,900,813
Deductions from net assets
attributed to:
Plan benefits paid (1,093,683) (1,266,012) (3,518,980)
--------- --------- ---------
Net increase (decrease)
in net assets 2,967,439 5,510,206 9,381,833
--------- --------- ---------
Net assets available for
plan benefits:
Beginning of year 13,598,378 16,215,267 41,085,652
--------- --------- ---------
End of year $16,565,817 21,725,473 50,467,485
========= ========= =========
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1997 and 1996
1. Description of the Plan
The CCB Financial Corporation Retirement Savings Plan (the "Plan") is a
defined contribution plan sponsored by CCB Financial Corporation and
subsidiaries ("CCBF") for its employees. The Plan was established effective
April 1, 1983 for the purpose of promoting the future economic welfare of
CCBF's employees. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on an accrual basis
and present the net assets available for plan benefits and the changes in
those net assets.
Investment Valuation and Income Recognition
Investments in common trust and mutual funds are valued at fair value based
on quoted market prices of the underlying fund securities. The investment
in CCBF common stock is stated at fair value based on quoted market values.
Securities transactions are recorded on the trade date (the date the
order to buy or sell is executed). Dividend income is recorded on
the ex-dividend date. Interest income is recorded on the accrual basis.
Payment of Benefits
Benefits are recorded when paid.
Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of additions to and deductions from net assets during the
reporting period. Actual results could differ from those estimates.
3. Participation in the Plan
Under terms of the Plan, employees are eligible to participate in the
Plan at age 21 upon completion of one year of continuous employment
in which they complete at least 1,000 hours of service.
4. Contributions
Basic contributions to the Plan are made through payroll deductions by
employees in amounts equal to whole percentages, from 1% to 17%, of their
compensation. CCBF currently matches these contributions at a rate of 50%,
not to exceed 6% of compensation. This rate may be increased or decreased
by the Board of Directors. Participant contributions were limited to
$9,500 per employee in 1997 and 1996.
In addition, the Board of Directors may grant profit sharing contributions
to the Plan. Such contributions were made in 1997 and 1996 totaling
$943,988 and $842,696, respectively. These contributions are invested in
the CCBF Stock Fund. Profit sharing contributions are allocated
proportionately based on employees' compensation among participants who
completed 1,000 hours of service during the Plan year and who were employed
on the last day of the Plan year, or who died, became disabled or retired
during the Plan year.
5. Vesting and Forfeitures
Participants are fully vested in their employee contributions and the
related investment earnings. Participants become vested in their
employer contributions in increasing percentages as years of service
increase and become fully vested after six years of service. Immediate
vesting occurs upon reaching normal retirement age under the Plan,
election of early retirement under CCBF's retirement plan, or upon death
or disability. Although it has not expressed an intent to do so, CCBF
has the right to discontinue its contributions at any time and to
terminate the Plan. In the event of plan termination, participants
will become 100 percent vested in their accounts.
Upon termination of service to CCBF for reasons other than retirement,
disability or death, any unvested portion of a participant's
account is forfeited subject to ERISA's reinstatement provisions. Forfeitures
are used to reduce subsequent contributions by CCBF.
6. Investment Election
The Plan includes seven different investment options: the 111 Corcoran Bond
Fund, the Dodge and Cox Balanced Fund, the Vanguard Index 500 Fund, the Managers
Special Equity Fund, the Janus Worldwide Fund, the Vanguard Money Market
Fund, and the CCBF Stock Fund. These funds contain investments in bonds,
common and preferred stocks, and money market funds. Participants may
elect to direct their contributions to any combination of the funds.
Changes to future contributions can be made effective as of any business
day. Transfers of existing account balances can be made daily to and
from all funds, except the CCBF Stock Fund, which can be made four times
in a calendar year. However, transfers from CCBF Stock Fund derived from
profit sharing contributions are prohibited.
7. Withdrawals and Distributions
The Plan allows hardship withdrawals of a participant's tax-deferred,
voluntary contributions, rollover contributions and the vested portion of
employer contributions subject to certain regulations under the Internal
Revenue Code ("IRC"). Upon termination of employment, a participant may
receive a lump sum distribution or may elect to leave the entire balance,
if greater than $3,500, in the Plan until age 65.
8. Determination of Participants' Account Balances
The Plan shifted to daily valuation beginning July 1, 1997.
Participants' account balances are determined as follows:
* Employee contributions and matching employer contributions are added to
the participants' accounts for each type of investment fund bi-monthly.
* Discretionary profit sharing contributions are added to the CCBF Stock Fund.
* Participants' accounts are reduced by the amount of any withdrawals made.
* Earnings from each investment fund are allocated daily within that fund
based upon the ratio that each participant's adjusted account balance, as
defined in the Plan, bears to the total of all participants' adjusted
account balances.
9. Investments
During 1997 and 1996, the Plan's investment (including investments bought
and sold, as well as held during the year) appreciated (depreciated) in
value as follows:
1997 1996
----------- ----------
Common stock of CCB
Financial Corporation $20,254,356 5,715,764
Central Carolina Bank and
Trust Company
111 Corcoran Bond Fund 242,490 (264,658)
Central Carolina Bank and
Trust Company
111 Corcoran Equity Fund - 909,966
Dodge and Cox Balanced Fund (811,596) -
Janus Worldwide Fund (41,016) -
Managers Special Equity Fund 6,473 -
Vanguard Index 500 Fund 1,487,352 -
Vanguard Money Market Fund 66,677 -
--------- ---------
$21,204,736 6,361,072
=========== =========
Investments exceeding five percent of Plan assets at December 31, 1997
and 1996 are as follows:
1997 1996
--------------------- -------------------
Units, Units,
shares or Fair shares or Fair
par value value par value value
---------- ------ --------- ------
Goldman Sachs ILA
Class B Money
Market Mutual Fund 387,041 $387,041 3,440,115 $3,440,115
Common stock of
CCB Financial
Corporation 504,196 54,201,070 434,043 29,623,401
Central Carolina Bank
and Trust Company
Mutual Fund
111 Corcoran
Bond Fund 659,336 6,712,038 1,096,447 10,964,467
Central Carolina Bank
and Trust Company
Mutual Fund
111 Corcoran
Equity Fund - - 339,953 5,109,491
Vanguard Index
500 Fund 71,717 6,459,528 - -
Other - 5,781,179 - -
----------- -----------
$73,540,856 $49,137,474
=========== ===========
10.Federal Income Taxes
The Internal Revenue Service has determined and informed CCBF by
letter dated May 5, 1993 that the Plan, in form, is qualified and the
trust established under the Plan is tax-exempt under the appropriate
sections of the IRC. The Plan has been amended since receiving the
determination letter. However, the Plan Administrator believes that
the Plan is designed and is operating in compliance with applicable
requirements of the IRC.
11.Related Party Transactions
The Plan's investments are held by the Trust Department of Central Carolina
Bank and Trust Company ("the Bank"), a wholly-owned subsidiary of CCBF.
The Plan purchased 90,775 and 51,721 shares of common stock of CCBF at a cost
of $6,296,489 and $2,688,093 in 1997 and 1996 respectively. 16,540 shares
and 4,968 shares of CCBF common stock were sold by the Plan in 1997 and 1996,
respectively for $1,316,506 and $583,558, respectively. The Plan also earned
cash dividends on its CCBF shares of $927,860 and $678,424 in 1997 and 1996,
respectively.
The Plan purchased 100,140 and 213,325 units of 111 Corcoran Bond Fund, a
mutual fund of the Bank, at a cost of $1,004,022 and $2,142,000 during 1997
and 1996, respectively. The Plan sold 400,734 and 21,279 units of 111
Corcoran Bond Fund resulting in proceeds of $4,003,186 and $208,952 during
1997 and 1996, respectively.
The Plan purchased 14,956 units and 30,350 units of 111 Corcoran Equity Fund,
a mutual fund of the Bank at a cost of $245,000 and $911,270 during 1997 and
1996, respectively. The Plan sold 3,284 units and 5,241 units of 111 Corcoran
Equity Fund resulting in proceeds of $53,000 and $127,133 during 1997 and
1996, respectively.
The Plan has a depository relationship with the Bank. Administrative expenses
of the Plan are paid by CCBF.
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
Par
value,
shares or Identity of party and Current
units description of assets Cost value
- --------- -------------------------------- --------- ----------
659,336 *Central Carolina Bank and Trust,
111 Corcoran Bond Fund $6,597,454 6,712,038
504,531 *CCB Financial Corporation Stock 19,838,183 54,201,070
38,233 Dodge and Cox Balanced Fund 2,646,357 2,553,230
13,135 Janus Worldwide Fund 537,545 496,252
6,016 Managers Special Equity Fund 363,219 368,018
71,717 Vanguard Index 500 Fund 6,089,899 6,459,528
2,240,581 Vanguard Money Market Fund 2,305,424 2,363,679
587,771 Goldman Sachs ILA Class B
Money Market Mutual Fund 387,041 387,041
---------- ----------
$38,765,122 73,540,856
========== ==========
*Denotes party-in-interest
<PAGE>
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions (1)
For the year ended December 31, 1997
Aggregate
selling
Identity of price or Aggregate Net
party and Aggregate maturity cost of realized
description of purchase proceeds assets gain
asset price (2) (2) sold (2) (loss)
CCB Financial
Corporation
Common Stock $6,296,489 1,316,506 678,675 637,831
Central Carolina
Bank and Trust
111 Corcoran
Bond Fund 1,004,022 4,033,186 4,007,755 25,431
Dodge and Cox
Balanced Fund 2,789,926 326,956 326,056 900
Goldman Sachs ILA
Class B, Money
Market Mutual Fund 3,795,328 3,554,091 3,554,091 -
Central Carolina
Bank and Trust
Employee Benefit
Money Market Fund 3,290,970 3,487,745 3,487,745 -
(1) This schedule presents transactions in any security where the
aggregate of such transactions in that security exceeds five
percent of Plan assets at the beginning of the Plan year.
(2) All purchase and sale prices represent market value of the
security on the transaction date, adjusted for brokerage
commissions, if any.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly
authorized, in the City of Durham, State of North Carolina,
on June 26, 1998.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
(The Plan)
By: ADMINISTRATIVE COMMITTEE,
CCB Financial Corporation
Retirement Savings Plan
(Plan Administrator)
By: /s/ J. KENT FAWCETT
J. Kent Fawcett
Senior Vice President
CCB Financial Corporation
By: CENTRAL CAROLINA BANK AND
TRUST COMPANY, Trustee
By: /s/ DONALD F. SYLVESTER
Donald F. Sylvester
Vice President
Central Carolina Bank
and Trust Company
Exhibit 23
Independent Auditors' Consent
The Board of Directors
CCB Financial Corporation
We consent to incorporation by reference in the Registration Statements
(No. 33-51657 and No. 333-20457) on Form S-8 of CCB Financial Corporation
of our report dated June 9, 1998, relating to the statements of net assets
available for plan benefits of the CCB Financial Corporation Retirement Savings
Plan as of December 31, 1997 and 1996, and the related statements of changes
in net assets available for plan benefits for the years then ended, which
report appears in the December 31, 1997 annual report on Form 11-K of the CCB
Financial Corporation Retirement Savings Plan.
/s/ KPMG Peat Marwick LLP
Raleigh, North Carolina
June 26, 1998
<PAGE>
