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): November 4, 1994
Security Capital Bancorp
(Exact name of registrant as specified in its charter)
North Carolina 0-12359 56-1354694
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
507 West Innes Street
Post Office Box 1387
Salisbury, North Carolina 28145-1387
(Address of principal executive offices)
Registrant's telephone number, including area code: (704) 636-3775
N/A
(Former name or former address, if changed since last report)
EXHIBIT INDEX ON PAGE 7
PAGE 1 OF 18
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Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
On November 4, 1994, Security Capital Bancorp ("SCBC") and CCB
Financial Corporation, Durham, North Carolina ("CCB"), entered into a
definitive Agreement of Combination (the "Agreement") pursuant to which SCBC
will merge with and into CCB, with CCB as the surviving corporation and
continuing to operate under its present name (the "Combination"). To effect
the Combination, CCB will issue .50 of a share of its common stock, par
value $5.00 per share, in exchange for each outstanding share of SCBC's
common stock, no par value. It is currently anticipated that SCBC's
financial institution subsidiaries will merge with and into Central Carolina
Bank and Trust Company, CCB's commercial bank subsidiary, immediately after
the effectiveness of the Combination. On November 7, 1994, SCBC and CCB
issued a joint media release and an investor news release which contain
further information about the Combination, SCBC and CCB. Copies of the
joint media release and the investor news release are attached as Exhibit
99.1 hereto and incorporated herein by reference.
Item 6. Resignations of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
(99.1) Joint Media Release and Joint Investor News Release of SCBC
and CCB, released November 7, 1994.
Item 8. Change in Fiscal Year
Not Applicable.
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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 hereunto duly authorized.
SECURITY CAPITAL BANCORP
Date: November 8, 1994 By:
David B. Jordan, Vice Chairman and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
99.1 Joint Media Release and -11-
Investor News Release of
Security Capital Bancorp
and CCB Financial
Corporation Released on
November 7, 1994
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Exhibit 99.1
MEDIA VERSION
NEWS RELEASE
CCB FINANCIAL CORPORATION
111 Corcoran Street
P.O. Box 931
Durham, North Carolina 27702
For Further
Information
Please Contact: Robert L. Savage, Jr. Phone: 919-683-7645
CCB FINANCIAL AND SECURITY CAPITAL BANCORP
ANNOUNCE ENHANCEMENT OF NORTH CAROLINA BANKING FRANCHISE
THROUGH COMBINATION
FOR IMMEDIATE RELEASE November 7, 1994
Durham, North Carolina -- CCB Financial Corporation (CCBF:Nasdaq) and
Security Capital Bancorp (SCBC:Nasdaq) of Salisbury, N.C., jointly announced
today an agreement to merge.
Under terms of a definitive agreement, CCB will issue .500 shares of its
common stock of Security Capital in a tax free exchange. Based on the stock
price for CCB Financial of $39.125, the transaction is valued at about $235
million.
Security Capital is a $1.2-billion bank holding company operating 46
offices in 30 communities located in 13 counties in the south central and
western Piedmont regions of North Carolina through its four banking
subsidiaries: Security Capital Bank and OMNIBANK, SSB, Salisbury; Citizens
Savings, SSB, Concord; and Home Savings Bank, SSB, Kings Mountain. Security
Capital holds about 6% of the deposits in the Charlotte Metropolitan
Statistical Area (MSA). Security Capital branches will become CCB offices
upon completion of the merger.
The combination with Security Capital will increase CCB's assets to
$4.6 billion. CCB will move from 13th in Charlotte-area market share to
fourth. Statewide, CCB will move from North Carolina's eighth-largest
bank to the seventh-largest, serving more than 50% of the state's
population.
Ernest C. Roessler will continue as president and chief executive
officer and David B. Jordan, Security Capital's chief executive officer,
will become vice chairman of CCB Financial Corporation. William L. Burns, Jr.
will continue as chairman of CCB Financial Corporation. Lloyd G. Gurley,
president, and Ralph A. Barnhardt, vice chairman of Security Capital,
will become executive vice presidents of CCB Financial.
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"This combination with Security Capital helps CCB execute its
strategy of building a solid presence in the best markets in North Carolina
primarily along the I-85/I-40 corridor from Raleigh to Charlotte," Roessler
said. "With Security Capital, CCB will have more than $1 billion in deposits
in the Charlotte market."
Roessler continued, "We see great potential for the combined companies.
The management teams of both CCB and Security have currently identified
approximately $6 million in expense savings that can result from the merger.
The synergies, combined with accelerated growth in the Charlotte market,
will strengthen CCB's earnings per share in the long run."
David B. Jordan noted, "We are pleased to give our shareholders, employees
and communities the opportunity to join a company with CCB's successful
track record. By combining with CCB, we feel that we have helped solidify
CCB Financial as one of North Carolina's premier banking companies. The
combined franchises are a natural fit with minimum overlap of branch
offices."
Security Capital has the reputation for soundness and strong asset
quality. At or for the nine months ended September 30, Security Capital
had an equity-to-assets ratio of 10.15%, non-performing assets as a
percentage of total assets of .36%, and a return on average assets before
nonrecurring charges of 1.50%.
Veribanc, Inc., which evaluates banks for safety and soundness,
earlier this year gave its Blue Ribbon honor to Security Capital subsidiary
Security Bank & Trust for the 12th straight year. And Security Bank has
received 19 straight five-star ratings from Bauer Financial Reports, Inc.,
which evaluates quarterly financial data.
The CCB-Security Capital merger is scheduled to be completed in the
second quarter of 1995, subject to approval by regulators and shareholders
of both companies. The merger, based on a fixed-exchange ratio, will be
accounted for as a pooling of interests. As part of the merger, CCB
anticipates that it will repurchase up to 9% of the shares issued in
the merger.
(Wheat First Butcher Singer represented CCB Financial and Robinson-Humphrey
represented Security Capital in this transaction.)
<PAGE>
INVESTOR VERSION
NEWS RELEASE
CCB FINANCIAL CORPORATION
111 Corcoran Street
P.O. Box 931
Durham, North Carolina 27702
For Further
Information
Please Contact: Robert L. Savage, Jr. Phone: 919-683-7645
CCB FINANCIAL CORPORATION AND SECURITY CAPITAL BANCORP
ANNOUNCE ENHANCEMENT OF NORTH CAROLINA BANKING FRANCHISE
THROUGH COMBINATION
FOR IMMEDIATE RELEASE November 7, 1994
Durham, North Carolina -- CCB Financial Corporation (CCBF:Nasdaq) and
Security Capital Bancorp (SCBC:Nasdaq) of Salisbury, N.C. jointly announced
today an agreement to merge.
Under the terms of the definitive agreement, CCB will issue .500 shares of
its common stock in exchange for each share of common stock of Security Capital
in a tax-free exchange. The merger, which is based on a fixed exchange
ratio, will be accounted for as a pooling of interests. Based on the
Friday closing stock price of CCB Financial of $39.125, the transaction
is valued at approximately $235 million.
As part of the transaction, CCB announced that it anticipates
repurchasing up to 9% of the common shares of stock issued in the merger.
CCB is planning to effect this open market repurchase prior to the
completion of the transaction.
Ernest C. Roessler will continue as president and chief executive
officer and David B. Jordan will become vice chairman of CCB Financial
Corporation. William L. Burns, Jr. will continue as chairman of CCB
Financial Corporation. Lloyd G. Gurley, president, and Ralph A. Barnhardt,
vice chairman of Security Capital, will become executive vice presidents
of CCB Financial Corporation.
Security Capital is a $1.2 billion bank holding company operating
46 offices in 30 communities located in 13 counties in the south central
and western Piedmont regions of North Carolina through its four
banking subsidiaries: Security Capital Bank and OMNIBANK, SSB, Salisbury;
Citizens Savings, SSB, Concord; and Home Savings Bank, SSB, Kings Mountain.
Security Capital holds approximately 6% of the deposits in the Charlotte
metropolitan statistical area. At or for the nine months ended September 30,
1994, Security Capital had an equity to assets ratio of 10.15%, non-performing
assets as a
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percentage of total assets of .36%, and a return on average assets
before nonrecurring charges of approximately 1.50%.
"The combination with Security Capital continues our strategy of
building a solid presence in the best markets in the state of North
Carolina, primarily along the I-85/I-40 corridor from Raleigh to Charlotte,"
said Ernest C. Roessler, president and chief executive officer of CCB Financial.
"With Security Capital, CCB Financial will have over $1 billion in
deposits in the rapidly growing Charlotte area market. We believe that
the combined operations in this market have the potential to accelerate
the growth levels currently being realized by each company individually."
Roessler continued, "We see great potential for the combined companies.
The management teams of both CCB and Security Capital have currently
identified significant savings that could result from the merger. These
synergies, combined with accelerated growth in our combined Charlotte area
franchise, will result in a transaction that will be accretive to CCB's
earnings per share in the longer term."
David B. Jordan noted, "We are pleased to give our shareholders,
employees and communities the opportunity to join a company with CCB's
successful track record. By combining with CCB, we feel that we have
helped solidify CCB Financial as one of North Carolina's premier banking
companies. The combined franchises are a natural fit with minimum overlap
of branch offices."
The transaction, which is subject to, among other things, approval
by regulatory authorities and stockholders of both companies, is expected
to be completed during the second quarter of 1995.
CCB Financial, with $3.4 billion in assets, currently operates
112 offices in North Carolina. Combined with Security Capital, CCB will have
$4.6 billion in assets and will serve over 50% of North Carolina's
population.
(Wheat First Butcher Singer represented CCB Financial and Robinson-
Humphrey represented Security Capital in this transaction.)
