SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 4, 1996
- --------------------------------------------------------------------------------
CENTURA BANKS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
<TABLE>
<CAPTION>
North Carolina 1-10646 56-1688522
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<S> <C> <C>
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
134 North Church Street, Rocky Mount, North Carolina 27804
- --------------------------------------------------------------------------------
(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)
<PAGE>
Centura Banks, Inc.
Item 2. Acquisition or Disposition of Assets.
As additional information to security holders and investors, the Registrant,
pursuant to Article 11, Rule 11-01(a)(8), of Regulation S-X, is providing pro
forma financial information as identified in Item 7.
Item 7. Financial statements and Exhibits.
(b) Pro Forma financial information.
The following unaudited pro forma combined condensed balance sheet as of June
30, 1996, and the unaudited pro forma combined condensed income statements for
the six months ended June 30, 1996, and for the year ended December 31, 1995,
give effect to the affiliation with Centura Banks, Inc. ("Centura") of First
Community Bank, Gastonia, North Carolina ("FCB"), presented under the purchase
method of accounting, which requires that all assets and liabilities be adjusted
to their estimated fair value as of the date of the acquisition, and the
purchase of 49 percent interest in First Greensboro Home Equity, Inc.,
("EqInt"). In connection with the acquisition of FCB, management anticipates
that it will acquire up to 100 percent of the shares to be exchanged in the
combination, as approved by Centura's Board of Directors. The pro forma
financial information presented herein gives effect to the possible purchase
by Centura of these shares. Pro forma adjustments to the balance sheet are
computed as if the transactions occurred at June 30, 1996, while pro forma
adjustments to the income statements presented are computed as if the
transactions were consummated at January 1, 1995.
Additionally, the unaudited pro forma combined condensed balance sheet as of
June 30, 1996, and the unaudited pro forma combined condensed income statements
for the six months ended June 30, 1996, and for each of the years in the
three-year period ended December 31, 1995, combine the historical financial
statements of Centura with FirstSouth Bank, Burlington, North Carolina ("FSB")
and CLG, Inc., Raleigh, North Carolina ("CLG"), after giving effect to the
merger of both entities using the pooling-of-interests method of accounting. Pro
forma adjustments to the balance sheet are computed as if the transactions
occurred at June 30, 1996, while pro forma adjustments to the income statements
are computed as if the transactions were consummated on January 1 of the
earliest period presented. The historical information presented for Centura has
been restated to include the effects of the First Commercial Holding Corp.
merger that was consummated on February 27, 1996, and accounted for using the
pooling-of-interests method of accounting.
<PAGE>
The pro forma statements are provided for informational purposes only. The pro
forma fully combined financial information set forth herein reflects the
consummation of the acquisitions noted above as presently contemplated, which
event is in Centura's judgment, most likely to occur. The pro forma financial
information is not necessarily indicative of actual results that would have been
achieved had the transactions been consummated on June 30, 1996, or at the
beginning of the periods presented, and is not necessarily indicative of future
results. The pro forma statements should be read in conjunction with the audited
consolidated financial statements of Centura and the notes thereto included in
Centura's annual report on Form 10-K for the year ended December 31, 1995, and
Centura's quarterly reports on Form 10-Q for the quarter ended June 30, 1996.
<PAGE>
CENTURA BANKS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
As of June 30, 1996
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
--------------------------------------------------
Centura Pro forma
Banks, Inc. Historical FCB EqInt/ Registrant/
(Registrant) FCB Adjustments Adjustments FCB/EqInt
------------------------------------------------------------------------------------
(1,2) (1) (3) (1,6)
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 213,693 3,496 (231) 174,903
(12,805) (29,250)
Investment securities:
Available for sale 1,064,137 22,503 - 1,086,640
Held to maturity 246,765 - - 246,765
Other interest-earning assets 32,901 9,875 - 42,776
Loans and leases 3,829,120 82,864 - 3,911,984
Less allowance for loan and lease losses 56,297 1,239 - 57,536
----------------------------------------------------------------------------------
Net loans 3,772,823 81,625 - - 3,854,448
Bank premises and equipment 87,599 2,114 - 89,713
Other assets 213,165 1,740 15,855 29,250 260,010
----------------------------------------------------------------------------------
Total assets $ 5,631,083 121,353 2,819 - 5,755,255
==================================================================================
LIABILITIES
Deposits:
Demand, noninterest-bearing 645,354 12,675 - 658,029
Interest-bearing 3,629,922 86,470 - 3,716,392
----------------------------------------------------------------------------------
Total deposits 4,275,276 99,145 - - 4,374,421
Borrowed funds 655,334 8,720 - 664,054
Long-term debt 233,668 - - 233,668
Other liabilities 67,931 986 - 68,917
-
----------------------------------------------------------------------------------
Total liabilities 5,232,209 108,851 - - 5,341,060
----------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common stock 157,899 3,370 (3,370) 173,355
28,261
(12,805)
Additional paid in capital - 4,582 (4,582) -
Common stock acquired by ESOP (467) - - (467)
Unrealized securities gains (losses), net (9,975) (135) - (10,110)
Retained earnings 251,417 4,685 (4,685) 251,417
----------------------------------------------------------------------------------
Total shareholders' equity 398,874 12,502 2,819 - 414,195
----------------------------------------------------------------------------------
Total liabilities and shareholders'
equity $ 5,631,083 121,353 2,819 - 5,755,255
==================================================================================
Outstanding common shares 22,499,295 808,793 22,908,585
Book value per share $ 17.73 15.46 18.08
</TABLE>
<TABLE>
<CAPTION>
Pooling Pro forma Pooling
------------------------------ ---------------------------------
Registrant/ Pro forma
Historical FSB FCB/EqInt/ Historical CLG Fully
FSB Adjustments FSB CLG Adjustments Combined
---------------------------------------------------------------------------------------
(1) (4) (1,5) (5)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks 6,254 - 181,157 - - 181,157
Investment securities:
Available for sale 13,861 - 1,100,501 - - 1,100,501
Held to maturity 14,722 - 261,487 - - 261,487
Other interest-earning assets 6,253 - 49,029 - - 49,029
Loans and leases 131,799 - 4,043,783 97,403 (14,569) 4,126,617
Less allowance for loan and lease losses 1,714 - 59,250 135 - 59,385
----------------------------------------------------------------------------------------
Net loans 130,085 - 3,984,533 97,268 (14,569) 4,067,232
Bank premises and equipment 4,009 - 93,722 16,875 12,341 122,938
Other assets 2,596 - 262,606 9,760 - 272,366
-
---------------------------------------------------------------------------------------
Total assets 177,780 - 5,933,035 123,903 (2,228) 6,054,710
========================================================================================
LIABILITIES
Deposits:
Demand, noninterest-bearing 19,894 - 677,923 - 677,923
Interest-bearing 139,033 - 3,855,425 - 3,855,425
----------------------------------------------------------------------------------------
Total deposits 158,927 - 4,533,348 - 4,533,348
Borrowed funds - - 664,054 227 (227) 664,054
Long-term debt - - 233,668 92,511 (2,001) 324,178
Other liabilities 1,729 - 70,646 11,501 82,147
-
----------------------------------------------------------------------------------------
Total liabilities 160,656 - 5,501,716 104,239 (2,228) 5,603,727
----------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common stock 6,119 9,271 188,745 5 - 188,750
Additional paid in capital 9,271 (9,271) - - - -
Common stock acquired by ESOP - - (467) - - (467)
Unrealized securities gains (losses), net (68) - (10,178) - - (10,178)
Retained earnings 1,802 - 253,219 19,659 - 272,878
----------------------------------------------------------------------------------------
Total shareholders' equity 17,124 - 431,319 19,664 - 450,983
========================================================================================
Total liabilities and shareholders'
equity 177,780 - 5,933,035 123,903 (2,228) 6,054,710
========================================================================================
Outstanding common shares 1,835,841 23,936,656 5,000 25,598,628
Book value per share 9.33 18.02 3932.80 17.62
</TABLE>
See notes to pro forma balance sheet.
<PAGE>
CENTURA BANKS, INC.
Notes To Unaudited Pro Forma Combined Condensed Balance Sheet
As of June 30, 1996
(1) In the opinion of mangement of the respective companies included above, all
adjustments considered necessary for a fair presentation of the financial
position and results for the period presented have been included.
Adjustments, if any, are normal and recurring in nature.
(2) Centura's historical information has been restated for the First Commercial
Holding Corp. merger that was consummated February 27, 1996 and was
accounted for as a pooling-of-interests.
(3) First Community Bank, Gastonia, NC ("FCB"):
a) The acquisition of FCB, accounted for under the purchase method of
accounting, was consummated on August 16, 1996 through the issuance of
776,441 shares of Centura common stock. The historical data and pro forma
adjustments reflect the actual consummation of this transaction.
Approximately 409,000 of the shares issued were repurchased through June
30, 1996. The pro forma adjustments reflect the assumption that
simultaneously with the acquisition, Centura will complete its repurchase
of up to 100% of the shares (i.e. approximately 367,000 shares at an
estimated value of $12.8 million). Such completion of the share repurchase
program, previously approved under separate action by Centura's board of
directors, will not in actuality occur simultaneously with the consummation
of the acquisition and may result in less than a 100% repurchase. It is
assumed Centura will utilize liquid assets currently available to fund the
repurchase of shares.
b) Goodwill of approximately $15.9 million was recorded, representing the
excess of cost over estimated fair value of the net assets acquired.
(4) FirstSouth Bank, Burlington, NC ("FSB"):
The merger of FSB is presented under the pooling-of-interests method of
accounting, with the issuance of an estimated 1,028,070 shares of Centura
common stock for the outstanding shares of FSB, given an exchange ratio of
.56 share of Centura common stock for each share of FSB common stock.
<PAGE>
(5) CLG, Inc., Raleigh, NC ("CLG"):
The merger of CLG is presented under the pooling-of-interests method of
accounting, with the issuance of an estimated 1,661,972 shares of Centura
common stock for the outstanding shares of CLG, given an exchange ratio of
332.3944 shares of Centura common stock for each share of CLG common stock.
Since CLG is on a fiscal year ending January 31, the data included is the
financial position of CLG at 7/31/96. Adjustments have been made to
eliminate and reclassify intercompany business.
(6) First Greensboro Home Equity, Inc., Greensboro, NC ("First Greensboro"):
The purchase of 49 percent interest in First Greensboro ("EqInt") for
approximately $29 million will be accounted for as an unconsolidated
subsidiary, using the equity method of accounting, as First Greensboro
will retain controlling interest of the company.
<PAGE>
CENTURA BANKS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT
For the Six Months Ended June 30, 1996
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
Centura Purchase
-----------------------------------------------------
Banks, Inc. Historical FCB EqInt/
(Registrant) FCB Adjustments Adjustments
----------------------------------------------------------------------
(1,2) (1) (3,4) (1,3,7)
<S> <C> <C>
Interest income 215,915 4,873
Interest expense 101,229 2,195
----------------------------------------------------------------------
Net interest income 114,686 2,678 - -
Provision for loan losses (PFLL) 4,325 144
----------------------------------------------------------------------
Net interest income after PFLL 110,361 2,534 - -
Noninterest income 38,767 421 (1,146)
Noninterest expense 97,508 1,900 529 956
----------------------------------------------------------------------
Income before income taxes 51,620 1,055 (529) (2,102)
Income taxes 19,196 307 - (138)
----------------------------------------------------------------------
Net income 32,424 748 (529) (1,964)
======================================================================
Earnings per common share:
Primary 1.39 0.97
Fully diluted 1.39 0.97
Average common shares:
Primary 23,257,200 771,817
Fully diluted 23,257,200 771,817
</TABLE>
<TABLE>
<CAPTION>
Pro forma Pooling Pro forma Pooling Pro forma
---------------- --------------
Registrant/ Historical Registrant/ Historical Fully
FCB/EqInt FSB FCB/EqInt/FSB CLG Combined
---------------------------------------------------------------------------------
(1,5) (1,6)
<S> <C> <C> <C> <C> <C>
Interest income 220,788 6,828 227,616 5,713 233,329
Interest expense 103,424 3,071 106,495 3,490 109,985
---------------------------------------------------------------------------------
Net interest income 117,364 3,757 121,121 2,223 123,344
Provision for loan losses (PFLL) 4,469 125 4,594 - 4,594
---------------------------------------------------------------------------------
Net interest income after PFLL 112,895 3,632 116,527 2,223 118,750
Noninterest income 38,042 606 38,648 10,056 48,704
Noninterest expense 100,893 2,665 103,558 9,632 113,190
---------------------------------------------------------------------------------
Income before income taxes 50,044 1,573 51,617 2,647 54,264
Income taxes 19,365 549 19,914 1,061 20,975
---------------------------------------------------------------------------------
Net income 30,679 1,024 31,703 1,586 33,289
=================================================================================
Earnings per common share:
Primary 1.30 0.52 1.28 317.20 1.26
Fully diluted 1.30 0.51 1.28 317.20 1.26
Average common shares:
Primary 23,647,778 1,976,682 24,754,720 5,000 26,416,692
Fully diluted 23,647,778 1,994,926 24,764,937 5,000 26,426,909
</TABLE>
- ------------------------------------------
Notes:
(1) In the opinion of management of the respective companies included above,
all adjustments considered necessary for a fair presentation of the
financial position and results for the period presented have been
included. Adjustments, if any, are normal and recurring in nature.
(2) Centura's historical information has been restated for the First
Commercial Holding Corp. merger that was consummated February 27, 1996
and was accounted for as a pooling-of-interests.
(3) Pro forma adjustments have been computed assuming that the transactions
presented were completed January 1, 1995.
(4) First Community Bank, Gastonia, NC ("FCB"): a) The pro forma adjustments
assume that, simultaneously with the acquisiton, Centura repurchased or
completed its repurchase of 100% of the shares to be issued in connection
with the FCB acquisition and that there was no price differential between
the stock issued and the stock repurchase. b) Amortization of goodwill is
over a 15-year period (the period estimated to be benefited) using
straight-line method ($1,057,000/year). Such amortization is not
deductible for tax purposes; thus, no adjustment is made for tax benefit
of this expense. c) Pro forma share and per share data are computed
assuming the issuance of 740,944 additional average shares of Centura
common stock in consummating the FCB acquisition (given exchange ratio of
.96), adjusted for shares remaining to be repurchased simultaneously upon
consummation. Refer to Note 3 of notes to unaudited pro forma combined
condensed balance sheet.
(5) FirstSouth Bank, Burlington, NC ("FSB") The merger of FSB is presented
under the pooling-of-interests method of accounting, with the issuance of
Centura common stock for FSB common stock at an exchange ratio of .56
share of Centura common stock for each share of FSB common stock.
(6) CLG, Inc., Raleigh, NC ("CLG") The merger of CLG is presented under the
pooling-of-interests method of accounting, with the issuance of Centura
common stock for CLG common stock at an exchange ratio of 332.3944 shares
of Centura common stock for each share of CLG common stock. Since CLG's
fiscal year ends January 31, the above includes the six-month period
ending 7/31/96. Adjustments to eliminate and reclassify intercompany
business are not material.
(7) 49% Interest in First Greensboro Home Equity, Greensboro, NC ("EqInt"):
The 49% share of First Greensboro's net loss is included under
noninterest income. Without a one-time prepayment penalty incurred by
First Greensboro in 1996, Centura's 49% share of net income, tax
effected, would have been $290,000. The excess of Centura's cost of this
investment over 49% of Centura's equity in the net assets of First
Greensboro will be recognized on a straight line basis over 15 years
($1,913,000 per year), which is not considered deductible for tax
purposes.
<PAGE>
CENTURA BANKS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT
For the Year Ended
December 31, 1995
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
Centura Purchases
-----------------------------------------
Banks, Inc. Historical FCB EqInt/
(Registrant) FCB Adjustments Adjustments
------------------------------------------------------------
(1,2) (1) (3,4) (1,3,7)
<S> <C> <C>
Interest income 394,831 9,178
Interest expense 181,593 4,059
----------------------------------------------------------
Net interest income 213,238 5,119 - -
Provision for loan losses (PFLL) 7,709 577
----------------------------------------------------------
Net interest income after PFLL 205,529 4,542 - -
Noninterest income 60,703 762 716
Noninterest expense 173,184 3,418 1,057 1,913
----------------------------------------------------------
Income before income taxes 93,048 1,886 (1,057) (1,197)
Income taxes 33,334 542 - 86
----------------------------------------------------------
Net income 59,714 1,344 (1,057) (1,283)
==========================================================
Earnings per common share:
Primary 2.54 1.73
Fully diluted 2.54 1.70
Average common shares:
Primary 23,548,920 774,741
Fully diluted 23,595,644 788,590
</TABLE>
<TABLE>
<CAPTION>
Pro forma Pooling Pro forma Pooling Pro forma
---------------- -------------
Registrant/ Historical Registrant/ Historical Fully
FCB/EqInt FSB FCB/EqInt/FSB CLG Combined
--------------------------------------------------------------------------------
(1,5) (1,6)
<S> <C> <C> <C> <C> <C>
Interest income 404,009 12,419 416,428 11,276 427,704
Interest expense 185,652 5,628 191,280 6,272 197,552
---------------------------------------------------------------------------
Net interest income 218,357 6,791 225,148 5,004 230,152
Provision for loan losses (PFLL) 8,286 195 8,481 - 8,481
---------------------------------------------------------------------------
Net interest income after PFLL 210,071 6,596 216,667 5,004 221,671
Noninterest income 62,181 1,125 63,306 19,752 83,058
Noninterest expense 179,572 4,906 184,478 19,545 204,023
--------------------------------------- ------------------------------------
Income before income taxes 92,680 2,815 95,495 5,211 100,706
Income taxes 33,962 1,002 34,964 2,085 37,049
--------------------------------------- ------------------------------------
Net income 58,718 1,813 60,531 3,126 63,657
===========================================================================
Earnings per common share:
Primary 2.49 0.95 2.46 625.20 2.42
Fully diluted 2.49 0.93 2.45 625.20 2.42
Average common shares:
Primary 23,548,920 1,912,278 24,619,796 5,000 26,281,768
Fully diluted 23,595,644 1,940,321 24,682,224 5,000 26,344,196
</TABLE>
- --------------------------------------------
Notes:
(1) In the opinion of management of the respective companies included above,
all adjustments considered necessary for a fair presentation of the
financial position and results for the period presented have been
included. Adjustments, if any, are normal and recurring in nature.
(2) Centura's historical 1995 information has been restated for the First
Commercial Holding Corp. merger that was consummated February 27, 1996
and was accounted for as a pooling-of-interests.
(3) Pro forma adjustments have been computed assuming that the transactions
presented were completed January 1, 1995.
(4) First Community Bank, Gastonia, NC ("FCB"):
a) The pro forma adjustments assume that, simultaneously with the
acquisiton, Centura repurchased or completed its repurchase of 100% of
the shares to be issued in connection with the FCB acquisition and that
there was no price differential between the stock issued and the stock
repurchased.
b) Amortization of goodwill of $15,855,000 is over a 15-year period (the
period estimated to be benefited) using straight-line method
($1,057,000/year). Such amortization is not deductible for tax purposes;
thus, no adjustment is made for tax benefit of this expense.
c) Pro forma share and per share data are computed assuming the issuance
of the shares noted above at an exchange ratio of .96, less an equivalent
number of shares repurchased simultaneously upon consummation.
(5) FirstSouth Bank, Burlington, NC ("FSB")
The merger of FSB is presented under the pooling-of-interests method of
accounting, with the issuance of Centura common stock for FSB common
stock at an exchange ratio of .56 share of Centura common stock for each
share of FSB common stock. Historical FSB per share amounts and average
common shares have been restated to reflect the 5% stock dividend
declared by FSB in first quarter 1996.
(6) CLG, Inc., Raleigh, NC ("CLG")
The merger of CLG is presented under the pooling-of-interests method of
accounting, with the issuance of Centura common stock for CLG common
stock at an exchange ratio of 332.3944 shares of Centura common stock for
each share of CLG common stock. Since CLG is on a fiscal year, the above
includes the twelve-month period ending 1/31/96. Adjustments to eliminate
and reclassify intercompany business are not material.
(7) 49% Interest in First Greensboro Home Equity, Greensboro, NC ("EqInt")
The 49% share of First Greensboro's net income is included under
noninterest income. The excess of Centura's cost of this
investment over 49% of Centura's equity in the net assets of First
Greensboro will be recognized on a straight line basis over 15 years
($1,913,000 per year), which is not considered deductible for tax
purposes.
<PAGE>
CENTURA BANKS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT For the Year Ended
December 31, 1994 (in thousands, except share and per share data)
<TABLE>
<CAPTION>
Centura Pro forma Pro forma
Banks, Inc. Historical Registrant/ Historical Fully
(Registrant) FSB FSB CLG Combined
----------------------------------------------------------------------------------
(1,2) (1,3) (1,4)
<S> <C> <C> <C> <C> <C>
Interest income 305,123 9,316 314,439 10,511 324,950
Interest expense 114,578 3,533 118,111 5,546 123,657
------------------------------------------------------------------------
Net interest income 190,545 5,783 196,328 4,965 201,293
Provision for loan losses (PFLL) 7,005 215 7,220 - 7,220
------------------------------------------------------------------------
Net interest income after PFLL 183,540 5,568 189,108 4,965 194,073
Noninterest income 50,115 1,059 51,174 12,584 63,758
Noninterest expense 152,355 4,412 156,767 13,440 170,207
------------------------------------------------------------------------
Income before income taxes 81,300 2,215 83,515 4,109 87,624
Income taxes 29,161 804 29,965 1,884 31,849
------------------------------------------------------------------------
Net income 52,139 1,411 53,550 2,225 55,775
========================================================================
Earnings per common share:
Primary 2.31 0.76 2.26 445.00 2.20
Fully diluted 2.30 0.76 2.26 445.00 2.20
Average common shares:
Primary 22,614,210 1,852,092 23,651,382 5,000 25,313,354
Fully diluted 22,678,421 1,861,036 23,720,601 5,000 25,382,573
</TABLE>
- --------------------
Notes:
(1) In the opinion of management of the respective companies included above,
all adjustments considered necessary for a fair presentation of the
financial position and results for the period presented have been
included.
Adjustments, if any, are normal and recurring in nature.
(2) Centura's historical 1994 information has been restated for the First
Commercial Holding Corp. merger that was consummated February 27, 1996
and was accounted for as a pooling-of-interests.
(3) FirstSouth Bank, Burlington, NC ("FSB")
The merger of FSB is presented under the pooling-of-interests method of
accounting, with the issuance of Centura common stock for FSB common
stock at an exchange ratio of .56 share of Centura common stock for each
share of FSB common stock. Historical FSB per share amounts and average
common shares have been restated to reflect the 5% stock dividend
declared by FSB in first quarter 1996.
(4) CLG, Inc., Raleigh, NC ("CLG")
The merger of CLG is presented under the pooling-of-interests method of
accounting, with the issuance of Centura common stock for CLG common
stock at an exchange ratio of 332.3944 shares of Centura common stock for
each share of CLG common stock. Since CLG is on a fiscal year, the above
includes the twelve-month period ending 1/31/95. Adjustments to eliminate
and reclassify intercompany business are not material.
<PAGE>
CENTURA BANKS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT For the Year Ended
December 31, 1993 (in thousands, except share and per share data)
<TABLE>
<CAPTION>
Centura Pro forma Pro forma
Banks, Inc. Historical Registrant/ Historical Fully
(Registrant) FSB FSB CLG Combined
----------------------------------------------------------------------------------
(1,2) (1,3) (1,4)
<S> <C> <C> <C> <C> <C>
Interest income 264,188 7,819 272,007 10,812 282,819
Interest expense 103,533 3,062 106,595 5,711 112,306
------------------------------------------------------------------------------
Net interest income 160,655 4,757 165,412 5,101 170,513
Provision for loan losses (PFLL) 8,841 310 9,151 - 9,151
------------------------------------------------------------------------------
Net interest income after PFLL 151,814 4,447 156,261 5,101 161,362
Noninterest income 52,459 1,272 53,731 12,911 66,642
Noninterest expense 138,938 3,919 142,857 14,180 157,037
------------------------------------------------------------------------------
Income before income taxes 65,335 1,800 67,135 3,832 70,967
Income taxes 22,166 659 22,825 3,866 26,691
------------------------------------------------------------------------------
Net income 43,169 1,141 44,310 (34) 44,276
==============================================================================
Earnings per common share:
Primary 2.09 0.64 2.04 (6.80) 1.90
Fully diluted 2.05 0.64 2.00 (6.80) 1.86
Average common shares:
Primary 20,696,145 1,769,616 21,687,130 5,000 23,349,102
Fully diluted 21,203,238 1,769,616 22,194,223 5,000 23,856,195
</TABLE>
- ------------------------------------
Notes:
(1) In the opinion of management of the respective companies included above,
all adjustments considered necessary for a fair presentation of the
financial position and results for the period presented have been
included.
Adjustments, if any, are normal and recurring in nature.
(2) Centura's historical 1993 information has been restated for the First
Commercial Holding Corp. merger that was consummated February 27, 1996
and was accounted for as a pooling-of-interests.
(3) FirstSouth Bank, Burlington, NC ("FSB")
The merger of FSB is presented under the pooling-of-interests method of
accounting, with the issuance of Centura common stock for FSB common
stock at an exchange ratio of .56 share of Centura common stock for each
share of FSB common stock. Historical FSB per share amounts and average
common shares have been restated to reflect the 5% stock dividend
declared by FSB in first quarter 1996.
(4) CLG, Inc., Raleigh, NC ("CLG")
The merger of CLG is presented under the pooling-of-interests method of
accounting, with the issuance of Centura common stock for CLG common
stock at an exchange ratio of 332.3944 shares of Centura common stock for
each share of CLG common stock. Since CLG is on a fiscal year, the above
includes the twelve-month period ending 1/31/94. Adjustments to eliminate
and reclassify intercompany business are not material.
<PAGE>
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: September 4, 1996 By: /s/ Frank L. Pattillo
Frank L. Pattillo
Senior Executive Vice President
and Chief Financial Officer
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