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) April 14, 1999
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.
On April 14, 1999, the Corporation jointly announced with Stone
Street Bancorp of Mocksville, North Carolina the signing of a
definitive agreement whereby Stone Street Bancorp would be acquired by
the Corporation. Stone Street Bancorp's operations will become part of
Central Carolina Bank and Trust Company, the Corporation's lead bank.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Press Release dated April 14, 1999.
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: April 21, 1999 By: /s/ SHELDON M. FOX
Sheldon M. Fox
Executive Vice President and
Chief Financial Officer
Date: April 21, 1999 By: /s/ W. HAROLD PARKER, JR.
W. Harold Parker, Jr.
Senior Vice President and
Chief Accounting Officer
FOR IMMEDIATE RELEASE CCB Contact: Jenny R. Kobin (919)683-7646
April 14, 1999 SSM Contact: J. Charles Dunn (336)751-5936
CCB FINANCIAL CORPORATION
TO ACQUIRE STONE STREET BANCORP
Durham, N.C. -- CCB Financial Corporation (NYSE: CCB) announced
today that it has signed a definitive agreement to acquire Stone
Street Bancorp, Inc. (AMEX: SSM), which is headquartered in
Mocksville, North Carolina. Stone Street Bancorp operates two
branches in Davie County, which is adjacent to Winston-Salem,
North Carolina, and had $127 million in assets, $103 million in
loans and $73 million in deposits, as of December 31, 1998.
The transaction is valued at approximately $35 million and will
be accounted for as a purchase. Each Stone Street Bancorp
shareholder will receive $21.37 per share, provided CCB's stock
trades between $44.52 and $60.24 during the pricing period.
Stone Street Bancorp shareholders can elect to receive either
cash or CCB stock as consideration; however, at least 80% of the
total consideration must be paid in CCB stock. The acquisition,
which is expected to close in the third quarter of 1999, is
subject to approval by regulators and Stone Street Bancorp
shareholders.
"This combination results in a strong community institution with
the dominant market share in the attractive I-40 corridor
southwest of Winston-Salem," said Ernest C. Roessler, CCB's
chairman, president and chief executive officer. "Stone Street
has delivered outstanding personal service to its customers in
Davie County for seventy-eight years. CCB also has a long
history of providing quality service and will offer new products,
such as trust, investment and insurance services, previously
unavailable to Stone Street customers."
"We believe teaming with CCB will be a very positive move for our
customers, shareholders and employees," said J. Charles Dunn,
Stone Street Bancorp's president and chief executive officer.
"CCB is a well-managed bank with a reputation for being community-
centered and providing customers with quality service and
products." Mr. Dunn will become CCB's Mocksville City Executive.
The transaction represents a price to year-end 1998 book value
ratio of 1.23x and a price to estimated 1999 earnings per share
of 20.1x. Upon closing, Stone Street Bank & Trust, the savings
bank subsidiary of Stone Street Bancorp, will be integrated into
Central Carolina Bank, CCB Financial Corporation's North Carolina
banking subsidiary. CCB expects to realize $1.2 million in
annual pre-tax cost savings from the consolidation. As a result,
the acquisition will be immediately accretive to CCB's earnings
per share.
CCB Financial Corporation offers a complete line of traditional
banking services, as well as a full array of financial products,
such as investments, insurance and trust services. Its two
principal banking subsidiaries, Central Carolina Bank and Trust
Company in North Carolina and American Federal Bank, FSB in South
Carolina, serve customers through 201 offices, including eighteen
open seven days a week in Harris Teeter stores, 215 ATMs, its
Telebanking Center, and on-line banking for both retail and
commercial accounts. The Trust and Investment Management
division currently has 14 offices in the Carolinas, Virginia and
Florida, with trust assets exceeding $4 billion. As of December
31, 1998, CCB Financial Corporation had total assets of $7.7
billion.
This news release contains certain forward-looking statements (as
defined in the Private Securities Litigation Reform Act of 1995)
with respect to the anticipated financial condition, results of
operations and business of CCB Financial Corporation after its
merger with Stone Street Bancorp, including statements relating
to cost savings and enhanced revenue and accretion to reported
earnings that may be realized from the merger. These forward-
looking statements are based on estimates, beliefs and
assumptions made by management and are not guarantees of the
impact of the merger upon CCB or CCB's future performance.
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