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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): August 22, 1996
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CENTURA BANKS, INC.
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(Exact name of registrant as specified in charter)
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North Carolina 1-10646 56-1688522
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(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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134 North Church Street, Rocky Mount, North Carolina 27804
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (919) 977-4400
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N/A
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(Former name or former address, if changed since last report)
Exhibit Index on Page 4.
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Item 2. Acquisition or Disposition of Assets:
On August 21, 1996, Centura Banks, Inc. ("Centura") announced that it reached
agreement to acquire CLG, Inc., a privately owned company that specializes in
leasing computer and technological equipment throughout the United States.
Centura will exchange shares of Centura common stock for all of the issued and
outstanding common stock of CLG. CLG, which has total assets of approximately
$124 million, is based in Raleigh, North Carolina, with additional offices in
Charlotte and Wilmington, NC, Columbus, GA and Dallas, TX. The acquisition is
subject to regulatory approval and is expected to be completed during fourth
quarter 1996. A press release is attached as Exhibit 99.
Centura will also resume its repurchases of Centura common stock in the open
market effective August 23, 1996. Centura temporarily suspended its open market
purchases effective July 12, 1996 because it had mailed the prospectus and proxy
statement in connection with its proposed acquisition of First Community Bank,
Gastonia, North Carolina. Under rules promulgated by the Securities and Exchange
Commission, Centura is not permitted to purchase its shares in the open market
during the period commencing two days before it mails a prospectus and proxy
statement and ending immediately following the meeting of shareholders for which
the proxy statement was mailed. The acquisition of First Community was completed
on August 16, 1996.
Centura expects to continue its open market purchases in connection with the
First Community transaction until it mails the prospectus and proxy statement in
connection with its proposed merger with FirstSouth Bank, Burlington, North
Carolina. It is anticipated that the mailing will occur during the first week of
September, at which time Centura's repurchase activity will be suspended
temporarily.
Item 7. Financial statements and Exhibits.
The exhibit listed in the Exhibit Index is filed herewith as part of this
Current Report on Form 8-K.
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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, thereunto duly authorized.
CENTURA BANKS, INC.
Registrant
Date: August 22, 1996 By: /s/ Frank L. Pattillo
Frank L. Pattillo
Senior Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
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Sequential
Page
Exhibit Description of Exhibit Number
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99 Press release dated August 21, 1996 5
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For Immediate Release
August 21, 1996
Contact: A. Douglas Haynes Dean Painter
Public Affairs Chairman
Centura CLG
(919) 977-8429 (919) 872-7920
[email protected]
CENTURA ACQUIRES TECHNOLOGY LEASING COMPANY
ROCKY MOUNT, N.C. -- Centura Banks Inc. (NYSE:CBC) announced today it
has reached agreement to purchase CLG Inc., a privately owned company that
specializes in leasing computer and technology equipment to companies throughout
the United States. Based in Raleigh, N.C., CLG also has offices in Charlotte and
Wilmington, N.C., Columbus, Ga., and Dallas, Texas.
"This is an opportunity to diversify our income stream by acquiring a
highly profitable financial services company with a strong niche and significant
growth potential," said Robert R. Mauldin, chairman and chief executive of
Centura. "We are enthusiastic about the added value this acquisition brings our
shareholders, and is a symbol of our commitment to acquiring nontraditional
financial companies that make strategic and economic sense."
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Mauldin said the deal would add economic value for Centura shareholders
in the first year. Technology leasing is generally considered the most
attractive growth market for leasing, with the greatest growth in client/server
and networking system leases and personal computers. Centura has made large
investments in these technologies recently, and Mauldin said Centura is
convinced the cost of these investments can be reduced by dealing with a
knowledgeable leasing company. The market is so strong that CLG doubled its
lease volume for the first six months of 1996 compared to the same period last
year.
"Technology is changing so fast that our clients prefer to lease so
they can take advantage of new technologies faster with a minimum of initial
capital outlay," said CLG Chairman Dean Painter, who will continue to run the
company for Centura with CLG President Eddie Lee. "This partnership with Centura
will allow us to be more competitive and grow faster in a market with
outstanding potential."
Centura expects CLG to complement existing lines of business and create
considerable financial synergy. Mauldin believes Centura will be successful in
introducing technology leasing services to its clients while introducing CLG
clients to Centura's other financial services. The company will operate as a
subsidiary of Centura Bank and will remain independent from Centura's existing
leasing division.
"We have had a relationship with CLG and its management for more than
15 years and have a great deal of respect for their expertise in the computer
and technology leasing field," Mauldin said. "They know how to buy equipment at
the right price, lease the latest equipment to companies who want to be on the
leading edge, and they are highly successful at re-leasing pre-owned technology
as well."
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Neither party disclosed terms of the agreement.
The announcement marks Centura's second recent venture outside of
traditional financial services. Last month, Centura announced an agreement to
acquire a 49 percent stake in First Greensboro Home Equity, a mortgage lending
company with offices in 31 states.
With assets of $5.8 billion, Centura provides a complete line of
banking, investment, insurance and trust services to individuals and businesses
throughout North Carolina. It provides services through 155 financial centers,
more than 200 ATMs at financial centers, Wal-Mart and Sam's stores, the Centura
Highway telephone banking center and Quicken and Microsoft Money, the leading
personal finance software packages. Centura is opening 33 bank offices in
Hannaford supermarkets in the Carolinas and Virginia by the end of 1997.
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