As filed with the Securities and Exchange Commission
on March 25, 1997
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CENTURA BANKS, INC.
(Exact name of Registrant as specified in its Charter)
North Carolina
(State or other Jurisdiction of Incorporation or Organization)
56-1688522
(I.R.S. Employer Identification No.)
134 North Church Street, Rocky Mount, North Carolina 27804
(919) 977-4400
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Joseph A. Smith, Jr.
General Counsel and Corporate Secretary
Centura Banks, Inc.
134 North Church Street
Rocky Mount, North Carolina 27804
(919) 977-4400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Agent for Service)
Copy to:
M. Guy Brooks III, Esq.
Poyner & Spruill, L.L.P.
Post Office Box 10096
Raleigh, North Carolina 27605
(919) 783-2878
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [X]
(Facing Page Continued on the Following Page)
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(Continuation of Facing Page)
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Shares To Be Aggregate Price Offering Registration
To Be Registered Registered Per Share(1) Price(1) Fee(1)
- -------------------------------------------------------------------------------
Common Stock 500,000
(no par value) shares $41.25 $20,625,000 $6,250
- -------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(c) and (h)(1) solely for purposes of
calculating the registration fee, upon the basis of the average of the
high and low prices for the Common Stock as reported on the New York
Stock Exchange Composite Tape on March 20, 1997.
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PROSPECTUS
CENTURA BANKS, INC.
DIVIDEND REINVESTMENT STOCK PURCHASE PLAN
500,000 Shares
of
Common Stock
(No Par Value)
----------------
Centura Banks, Inc. (the "Company") is offering its Dividend
Reinvestment Stock Purchase Plan (the "Plan") to eligible shareholders of record
of its no par value Common Stock (the "Common Stock") and to all employees and
directors of the Company and its subsidiaries. The Plan provides the opportunity
to reinvest automatically cash dividends in shares of Common Stock and to make
additional purchases of Common Stock with optional cash payments ranging from a
$25 minimum to a cumulative $10,000 maximum per month per participant. The Plan
is administered by Registrar and Transfer Company (the "Agent"), who will
purchase shares of Common Stock as agent for the accounts of participants under
the Plan on the open market or, under certain circumstances, from the Company as
described herein.
The price at which the Agent will be deemed to have acquired shares of
Common Stock through dividend reinvestment or with optional cash payments for
the accounts of participants under the Plan will be the average price of all
shares purchased by the Agent in the open market as agent for all participants.
Alternatively, if the Agent purchases Common Stock directly from the Company,
the purchase price at which the Agent will be deemed to have acquired the shares
will be the average of the high and the low sales prices of the Company's Common
Stock on the New York Stock Exchange on the investment date, as reported in the
New York Stock Exchange Composite Transactions listing of the Wall Street
Journal. This Prospectus relates to 500,000 shares of Common Stock that have
been registered for purchase pursuant to the Plan.
Shareholders of record owning 100 or more shares of Common Stock and
all employees and directors (including local directors) of the Company and its
subsidiaries not currently participating in the Plan may enroll at any time by
completing an Enrollment Form and returning it to the Agent or, for employees,
to the Company. Shareholders who do not wish to participate in the Plan will
receive dividends on the Common Stock, if and when declared, by
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check. This Prospectus is being provided to current and
prospective participants in the Plan. Please retain this
Prospectus for future reference.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
AUTHORITY NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
The date of this Prospectus is March 25, 1997.
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AVAILABLE INFORMATION
The Company's principal executive offices are located at 134 North
Church Street, Rocky Mount, North Carolina 27804, telephone (919) 977-4400. The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and, in accordance therewith, files
reports, proxy and information statements, and other information with the
Securities and Exchange Commission (the "SEC"). Such reports, proxy and
information statements, and other information can be inspected and copied at the
SEC's public reference facilities located at 450 Fifth Street, N.W., Washington,
D.C. 20549 and the SEC's public reference facilities in the Northeast Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048 and Midwest
Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can be obtained at prescribed rates by
writing to the Securities and Exchange Commission, Public Reference Section,
Washington, D.C. 20549. The SEC also maintains an internet web site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding registrants like the Company that file
electronically with the SEC.
The Common Stock of the Company is listed on the New York Stock
Exchange, and such reports, proxy and information statements, and other
information concerning the Company can be inspected and copied at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the SEC a Registration Statement under the
Securities Act of 1933, as amended, relating to the shares of Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits thereto, certain portions
of which have been omitted pursuant to the rules and regulations of the SEC. The
Registration Statement may be inspected and copied, at prescribed rates, at the
public reference facilities maintained by the SEC at the principal or regional
offices of the SEC at the addresses listed above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC are incorporated herein by
reference as of their respective dates:
(a) The Annual Report of the Company on Form 10-K for the
fiscal year ended December 31, 1996;
(b) The Current Reports of the Company on Form 8-K filed
since December 31, 1996; and
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(c) The description of the Common Stock contained in the
Company's Registration Statement under Section 12 of the
Exchange Act, and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the termination of the
offering of Common Stock pursuant to the Plan covered by this Prospectus, shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of the filing of such documents. Any information included
or incorporated by reference in the Annual Report of the Company on Form 10-K in
response to Items 402(a)(8), (i), (k), or (l) of Regulation S-K of the SEC is
not incorporated herein and is not part of this Prospectus.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, including any beneficial owner, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents that are not
specifically incorporated by reference in such documents). Requests should be
directed to Shareholder Relations Department, Centura Banks, Inc., 134 North
Church Street, Rocky Mount, North Carolina 27804, telephone (919) 977-8201.
DESCRIPTION OF THE DIVIDEND REINVESTMENT
STOCK PURCHASE PLAN
The following, in question and answer form, is a description of the
provisions of the Company's Dividend Reinvestment Stock Purchase Plan, as
currently amended and restated (the "Plan"). This description does not purport
to be complete and is qualified in its entirety by reference to the terms and
conditions of the Plan, a copy of which is attached as Appendix I to this
Prospectus and is incorporated herein by reference. All recipients of this
Prospectus are urged to read the Plan in its entirety. Those holders of Common
Stock who do not wish to participate in the Plan will receive cash dividends, if
and when declared, by check.
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Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide eligible record owners of Common
Stock and employees and directors of the Company and its subsidiaries with a
simple and convenient way of investing cash dividends and optional cash payments
in shares of Common Stock.
Advantages
2. What are the advantages of the Plan?
Participants in the Plan may:
(a) Reinvest automatically their cash dividends in shares of
Common Stock.
(b) Invest optional cash payments from $25 to a cumulative
$10,000 per month per participant in Common Stock.
(c) Invest the full amount of all cash dividends and optional cash
payments since a fractional share is allowed to be held under the Plan.
(d) Realize the long-range opportunity of dollar cost- averaging by
purchasing Common Stock under the Plan on a regular basis.
(e) Avoid cumbersome safekeeping requirements through the free
custodial service of the Plan for shares purchased through the Plan or shares
already owned that participants desire to deposit into the Plan.
(f) Avoid the inconvenience and expense of recordkeeping
through the free reporting provisions of the Plan.
Administration
3. Who administers the Plan for participants?
The Company's stock transfer agent, Registrar and Transfer Company (the
"Agent"), a corporation independent of, and not affiliated with, the Company,
administers the Plan for participants, keeps records, sends statements of
account to participants, and performs other duties related to the Plan. Shares
purchased through the Plan will be registered in the name of the Agent or its
nominee as agent for participants in the Plan.
All inquiries and communications regarding the Plan should include your
account number and should be directed to the Agent at:
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Registrar and Transfer Company
Dividend Reinvestment Plans
10 Commerce Drive
Cranford, New Jersey 07016
(800) 368-5948
The Agent or the Company may terminate or suspend the Plan at any time
by written notice to participants. The terms and conditions of the Plan may be
amended by the Agent, with the concurrence of the Company, at any time by
mailing an appropriate notice to participants at least 30 days prior to the
effective date of the amendment (see Question 32). See Question 30 for
additional information regarding the responsibilities of the Agent.
Participation
4. Who is eligible to participate?
Record owners of 100 or more shares of Common Stock are eligible to
enroll in the Plan. Once enrolled, a participant may continue to participate in
the Plan even though his or her record ownership of shares of Common Stock may
fall below 100, subject to the right of the Agent to terminate any participant's
Plan account upon appropriate notice as provided in the Plan. In addition, all
employees and directors (including local directors) of the Company and its
subsidiaries are eligible to participate, whether or not they currently own
shares. Participants enrolled in the Plan prior to its amendment and restatement
effective on October 3, 1994 may continue to participate in the Plan subject to
all of its terms and conditions as described herein.
Beneficial owners whose shares are registered in names other than their
own (for example, in the name of a broker, bank, or other nominee) and who wish
to participate in the Plan must become owners of record by having the number of
shares they wish to enroll in the Plan (subject to the 100 share minimum)
transferred into their names. Alternatively, they can make arrangements with the
nominees or other holders of record to participate in the Plan on behalf of such
beneficial owners.
5. How does a shareholder or director become a participant?
An eligible shareholder may join the Plan by completing an Enrollment
Form and returning it to the Agent at the address provided in Question 3. A
director may join the Plan by completing an Enrollment Form and returning it to
the Accounts Payable Department, Financial Division, of the Company in Rocky
Mount. Enrollment Forms may be obtained at any time by contacting the Company or
the Agent.
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6. How does an employee become a participant?
All employees, whether or not they currently own shares, may elect to
participate in the Plan by completing Part A of an Enrollment Form for employees
and returning it to the Payroll Department of the Company in Rocky Mount. An
employee may also elect to participate in the Plan through payroll deductions by
completing Part B of the Enrollment Form. Enrollment Forms for employees may be
obtained at any time by contacting the Human Resources Department of the Company
in Rocky Mount. In addition, employees who are or become record shareholders of
the Company may also join the Plan as provided in Question 5.
7. What participation options are available?
By marking the appropriate spaces on the Enrollment Form, an eligible
shareholder of record, employee, or director may choose among the following
investment options for purchases of shares of Common Stock:
(a) To reinvest automatically cash dividends on all shares of
Common Stock of which the participant is the owner of record
and also to make optional cash payments in amounts ranging
from a $25 minimum to a cumulative $10,000 maximum per month
per participant.
(b) To invest only by making optional cash payments in amounts
ranging from a $25 minimum to a cumulative $10,000 maximum per
month per participant.
A shareholder may not participate in the Plan with respect to less than
all of the shares of Common Stock registered in the shareholder's name. However,
if the shareholder has shares of Common Stock registered in more than one name,
then such shareholder may elect to have the cash dividends on shares registered
in one name reinvested under the Plan but decline to have the cash dividends on
shares registered in the other name reinvested under the Plan.
All shares of Common Stock purchased through the Plan, whether with
reinvested dividends or optional cash payments, will be held by the Agent for
participants in the Plan, and the dividends on these shares will be reinvested
automatically.
The Plan allows participants to deposit shares of Common Stock
registered in their name with the Agent to be administered under the Plan (see
Question 33).
8. When do your investments begin through the Plan?
If an Enrollment Form specifying reinvestment of cash dividends is
received by the Agent at least five business days
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before the record date of a cash dividend payment, reinvestment will commence
with the following dividend payment. If the Enrollment Form is received after
that date, the reinvestment of cash dividends through the Plan will begin with
the next cash dividend payment following the next record date.
Optional cash payments will be invested as specified in Question 10.
For an employee to participate through payroll deductions, a completed
Enrollment Form for employees must be received by the Payroll Department of the
Company in Rocky Mount at least 30 days prior to a regular monthly payroll date
in order for payroll deductions to begin in that month. For an employee electing
the payroll deduction option, deductions will be made from his or her monthly
pay in the amount the employee has authorized to be deducted, subject to the
minimum and maximum amounts of optional cash payments allowed under the Plan
(see Question 11). Deducted amounts will be invested in Common Stock on the next
investment date following each payroll deduction.
No interest will be paid on payroll deductions pending investment. You
may obtain the return of any payroll deduction by written request received by
the Agent not less than two business days before it is to be invested.
9. May you change your method of participation after
enrollment?
A record shareholder, employee, or director may change an investment
option at any time by completing a new Enrollment Form and returning it to the
Agent or, for an employee or a director, to the Company. If you elect to
participate through the reinvestment of cash dividends on shares registered in
your name but later decide to participate through the optional cash payment
feature only, an Enrollment Form indicating a change of options must be received
by the Agent five business days prior to a particular cash dividend record date
in order to stop any reinvestment of cash dividends paid on the following
dividend payment date.
Employees wishing to change the amount of any payroll deduction must
submit a new Enrollment Form for employees to the Payroll Department of the
Company in Rocky Mount at least 30 days prior to a regular monthly payroll date
in order for the changed payroll deduction to begin in that month.
Enrollment Forms may be obtained by contacting the Company or the
Agent. The special Enrollment Form for employees may be obtained by contacting
the Human Resources Department of the Company in Rocky Mount.
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Optional Cash Payments
10. When and how can optional cash payments be made?
Optional cash payments will be invested at least once monthly (see
Question 14). Optional cash payments should be received from a participant at
least five business days prior to an investment date. The payments will be
applied to the purchase of shares for the account of the participant on that
investment date.
No interest will be paid on optional cash payments pending investment.
Optional cash payments received later than five business days prior to the
regular monthly investment date will be invested at the next regular monthly
investment date. To avoid unnecessary accumulations, the Company recommends that
optional cash payments be sent so they are received by the Agent shortly before
the fifth business day prior to an investment date. You may obtain the return of
any optional cash payment by written request received by the Agent not less than
two business days before it is to be invested.
An initial optional cash payment may be made when you join the Plan. A
personal check, official bank check, or money order should be made payable to
Registrar and Transfer Company and returned along with the Enrollment Form.
Thereafter, optional cash payments may be made through the use of cash payment
forms sent to you as part of your account statement.
You may also authorize the Agent to draft your checking account
automatically for monthly optional cash payments by completing a draft
authorization and returning it to the Agent at least 30 days prior to the
monthly investment date. Draft authorization forms may be obtained by request to
the Company or the Agent.
Employees of the Company and its subsidiaries may also authorize
payroll deductions for monthly optional cash payments (see Questions 6 and 8).
11. What are the limitations on making optional cash
payments?
Optional cash payments may be made by personal check, official bank
check, or money order, by automatic bank draft, or by payroll deduction for
employees. Any optional cash payments you wish to make must be not less than a
$25 minimum per month nor more than a cumulative $10,000 maximum per month. If
you elect to make optional cash payments by automatic bank draft or by payroll
deduction, you may also make additional optional cash payments by personal
check, official bank check, or money order, subject to the foregoing
limitations. Any number of optional cash payments may be
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made, subject to the foregoing limitations, and there is no obligation to make
any optional cash payment at any time.
Optional cash payments made by personal check, official bank check, or
money order need not be in the same amount of money each time. However, should
you elect to make optional cash payments through automatic bank draft, the draft
must be in the same amount each month and will continue until you notify the
Agent in writing that you wish to change the amount or terminate the automatic
bank draft.
Should an employee elect to make optional cash payments through
automatic payroll deduction, the deduction must be in the same amount each month
and will continue until the employee notifies the Company in writing that the
employee wishes to change the amount or terminate the automatic payroll
deduction.
Costs
12. Are there any expenses to participants in connection with
purchases or sales through the Plan?
All brokerage commissions or fees for purchases made through the Plan
on the open market will be included as part of the average price per share of
Common Stock purchased by the Agent for the accounts of participants under the
Plan. A participant's share of brokerage commissions should be less than the
normal brokerage commissions on small transactions, since the Agent will buy
shares in volume for all participants, and commission savings will be passed on
to the individual Plan participants. No brokerage commissions or fees will be
charged for purchases made through the Plan directly from the Company. All
administrative costs of the Plan will be paid by the Company. If you request
that the Agent arrange a sale of shares held by the Plan for you, a brokerage
commission will be deducted from the proceeds of the sale by the independent
broker-dealer selected by the Agent (see Questions 16 and 17).
Purchases
13. How many shares of Common Stock will be purchased for
participants, and what is the source of shares purchased through
the Plan?
The number of shares purchased for your account, including a fractional
share computed to four decimal places, will be equal to the total amount
invested by you (the amount of cash dividends reinvested and any optional cash
payments), divided by the purchase price per share (see Question 15).
Shares purchased through the Plan will generally be purchased by the
Agent in the open market as agent for participants under the
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Plan. The Company will not exercise any direct or indirect control
over the prices or timing of purchases made by the Agent on the
open market.
Alternatively, the Company may elect to sell shares to the Agent
pursuant to the Plan. If the Company elects to sell shares to the Agent, it must
notify the Agent of its election to do so at least 10 days prior to the
investment date.
14. When will shares of Common Stock be purchased through the
Plan?
Purchases of shares with reinvested dividends and with optional cash
payments will generally be made on the regular monthly investment date, which is
the 15th day of each month. If the 15th day of any month is not a business day,
shares will generally be purchased on the next business day. If you elect to
make optional cash payments by automatic bank draft, your account will be
drafted on the 10th day of the month. If the 10th day of any month is not a
business day, your account will generally be drafted on the next business day.
The Agent will use every reasonable effort to reinvest all dividends
promptly after receipt and in no event later than 30 days after receipt, unless
such investments are restricted by any applicable state or federal securities
laws. No interest will be paid on dividends pending reinvestment.
The Agent in its sole discretion will determine the exact timing of
purchases made on the open market for allocation to the accounts of participants
under the Plan, as well as the number of shares to be so purchased at any time,
depending on the amount to be invested, market conditions, and the requirements
of applicable securities laws. If for any reason the Agent is precluded from
acquiring shares of Common Stock for 90 consecutive days, the Agent will remit
all cash in a participant's Plan account to the participant after such 90th day.
You will become the owner of the shares purchased for you through the
Plan on the investment date. However, for federal income tax purposes, the
holding period will commence on the following day (see Question 24).
15. At what price will shares of Common Stock be purchased
through the Plan?
The price at which the Agent will be deemed to have acquired shares for
a participant's account under the Plan will be the average price of all shares
purchased by the Agent on the open market as agent for all participants with the
proceeds of reinvested cash dividends and any optional cash payments. Brokerage
commissions or fees will be included as part of the
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purchase price of the shares and allocated proportionally among
participants.
If the Agent purchases shares directly from the Company for
participants under the Plan, the purchase price at which the Agent will be
deemed to have acquired the shares will be the average of the high and low sales
prices of the Company's shares on the New York Stock Exchange on the investment
date, as reported in the New York Stock Exchange Composite Transactions listing
of the Wall Street Journal. No brokerage commissions or fees will be charged for
purchases made through the Plan directly from the Company.
Sale of Plan Shares
16. How may you sell your shares of Common Stock?
You can sell your shares of Common Stock held under the Plan in either
of two ways. First, you may request certificates for your full shares and
arrange for the sale of these shares through a broker-dealer of your choice (see
Question 20). Alternatively, you may request that the Agent sell for you some or
all of your shares held by the Plan. The Agent will sell shares for you through
broker-dealers selected by the Agent in its sole discretion. All broker-dealers
used by the Agent for these sales will be independent of, and not affiliated
with, the Agent. If you request that the Agent arrange for the sale of your
shares, you will be charged a commission by the broker-dealer selected by the
Agent, which will be deducted from the cash proceeds paid to you. The amount of
the commission will vary depending on the broker-dealer selected and other
factors. Shares being sold for you may be aggregated with those of other Plan
participants who have requested sales. In that case, you will receive proceeds
based on the average sales price of all shares sold, less your pro rata share of
brokerage commissions and other costs of sale.
17. When will shares of Common Stock be sold?
If you elect to receive cash for your shares held under the Plan, the
Agent will sell such shares as your agent as soon as practicable after receipt
of your written request. Payment will be made by check and mailed to you as soon
as practicable after the sale.
The Agent will use its best efforts to sell your shares on the open
market within 10 business days after receipt of written instructions from you to
such effect or as soon as otherwise practicable. There can be no assurances with
respect to the ability of the Agent to sell your shares or the price, timing, or
terms on which a sale may be made. The Company and the Agent have no obligation
under the Plan, and assume no responsibility, to purchase full shares credited
to your Plan account if such shares cannot be sold by the Agent.
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Dividends
18. Will participants be credited with dividends on shares
held in their Plan accounts?
The Agent will receive the cash dividends (less the amount of tax
withheld, if any) for all Plan shares held on the dividend record date and
credit them to participants' accounts on the basis of full shares and any
fractional share held. These dividends received will be reinvested automatically
in additional shares of Common Stock as a dividend reinvestment. Participants
who wish to receive dividends in cash on shares purchased through the Plan must
request certificates for those full shares (so that they will be registered in
their own name) and change their investment option under the Plan to eliminate
dividend reinvestment on their shares (see Questions 9 and 20).
Reports to Participants
19. What reports will be sent to participants in the Plan?
As soon as practicable after each transaction, you will receive a
statement showing account information, including amounts invested, purchase
and/or sale prices, and shares purchased and/or sold. This statement will
provide a cost record of purchases under the Plan and should be retained for tax
purposes. In addition, you will receive the same material sent to every other
holder of Common Stock, including the Company's annual reports to shareholders,
notices of shareholders' meetings, proxy statements, and information for income
tax reporting.
Certificates
20. Will certificates be issued for shares of Common Stock
purchased through the Plan?
Certificates for shares of Common Stock purchased through the Plan will
not be issued to you unless you request them. All shares credited to your Plan
account will be issued to the Agent or its nominee as your agent. The number of
shares credited to your account will be shown on your account statement. This
convenience protects against loss, theft, or destruction of stock certificates
and reduces the costs to be borne by the Company.
A certificate for any number of full shares credited to your Plan
account will be issued upon written request, and the shares represented by that
certificate will be withdrawn from your account. Your written request should be
mailed to the Agent.
Certificates for a fractional share will not be issued under any
circumstances.
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Shares credited to your account may not be assigned or pledged in any
way. If you wish to assign or pledge the full shares credited to your account,
you must request that certificates for those shares be issued in your name.
Plan accounts will be maintained in the name in which your certificates
are registered at the time you enter the Plan. Certificates for full shares will
be registered in the same manner when issued to you.
Termination of Participation
21. How can participation in the Plan be terminated?
The Plan is entirely voluntary. You may terminate your participation in
the Plan at any time by notifying the Agent in writing.
If your notice of termination is received by the Agent less than five
business days prior to a cash dividend record date, that cash dividend will be
reinvested for your account. Your account will then be terminated, and all
subsequent cash dividends on those shares will be paid to you.
When electing to terminate participation in the Plan, any optional cash
payment received before the Agent receives your notice of termination will be
invested for your account unless you specifically request return of the payment
prior to two business days before the next investment date.
Upon the termination of your participation in the Plan, you may direct
the Agent to sell all full and fractional shares in your account or receive a
certificate for all full shares and cash for any fractional share (see Question
16). If written notification is not received by the Agent upon such termination,
certificates for full shares credited to your account under the Plan will be
issued to you, and a cash payment will be made to you for any fractional share.
22. If you are an employee, what happens if you terminate
your employment with the Company or one of its subsidiaries?
Termination of employment does not automatically terminate
participation in the Plan. Dividends on shares held in the Plan for an employee
who leaves the Company or one of its subsidiaries will continue to be reinvested
until the former employee terminates participation in the Plan. Of course,
optional cash payments through payroll deductions will no longer be possible
once the employee terminates employment.
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23. What happens if a participant in the Plan dies or becomes
legally incapacitated?
Upon receipt by the Agent of notice of death or adjudicated
incompetency of a participant, no further purchases of shares of Common Stock
will be made for the account of such participant. The shares and cash held by
the Plan for the participant will be delivered to the appropriate person upon
receipt of evidence satisfactory to the Agent of the appointment of a legal
representative and instructions from the representative regarding delivery.
Tax Information
24. What are the federal income tax consequences of
participating in the Plan?
Distributions by the Company to shareholders will generally be taxed as
ordinary dividend income. If open market purchases of shares of Common Stock are
made for you through the Plan with reinvested cash dividends, you will be deemed
to have received a taxable dividend in the amount of the cash dividend
reinvested. Your tax basis in these shares acquired on the open market will
equal the amount of the cash dividend.
Additional shares of Common Stock acquired for you through the Plan
directly from the Company with reinvested cash dividends will be treated for
federal income tax purposes as having been received by you in the form of a
taxable stock distribution. As a result, an amount equal to the fair market
value on the investment date of the shares acquired directly from the Company
with reinvested cash dividends will be treated as a dividend paid to you. This
fair market value will be based on the average of the high and low trades for
the shares on the investment date. The tax basis of the shares acquired directly
from the Company with such reinvested dividends will also equal the fair market
value of the shares on the investment date.
You will not realize any taxable income at the time of investment of
optional cash payments in additional shares of Common Stock. The tax basis of
shares purchased on the open market with an optional cash payment will be the
amount of such payment. The tax basis of shares purchased directly from the
Company with an optional cash payment will be the fair market value of the
shares on the investment date.
The holding period of shares of Common Stock acquired through the Plan,
whether purchased with reinvested dividends or optional cash payments, will
begin on the day following the investment date.
You will not realize any taxable income when you receive certificates
for full shares credited to your account, either upon
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<PAGE>
your written request for such certificates or upon withdrawal from or
termination of the Plan. However, you will recognize taxable gain or loss
(which, for most participants, will be capital gain or loss) when full shares
acquired under the Plan are sold or exchanged for you and when you receive the
cash payment for a fractional share credited to your account. The amount of such
gain or loss will be the difference between the amount that you receive for your
shares or fractional share (net of brokerage commissions and other costs of
sale) and the tax basis thereof.
An employee who participates in the Plan through payroll deductions
will have the same federal income tax obligations with respect to the payroll
deductions as he or she would otherwise have had if the money were not deducted.
A participating employee will be treated for federal income tax purposes as
having received the full amount of his or her salary for that pay period, even
though the employee actually received that amount less the payroll deduction.
For foreign participants who elect to have their cash dividends
reinvested and whose dividends are subject to United States income tax
withholding, and any other participant for whom federal income tax withholding
on dividends is required, an amount equal to the cash dividends payable to such
participants, less the amount of tax required to be withheld, will be applied to
the purchase of shares of Common Stock through the Plan. Foreign shareholder
participants are urged to consult their legal advisors with respect to any local
exchange, control, tax, or other law or regulation that may affect their
participation in the Plan. The Company and the Agent assume no responsibility
regarding such laws or regulations and will not be liable for any act or
omission in respect thereof.
The foregoing is only an outline of the Company's understanding of some
of the applicable federal income tax provisions. The outline is general in
nature and does not purport to cover every situation. Moreover, it does not
include a discussion of state and local income tax consequences of participation
in the Plan. For specific information on the tax consequences of participation
in the Plan, including any future changes in applicable law or interpretation
thereof, you should consult your own tax advisors.
Other Information
25. What happens if a participant sells a portion of the
shares of Common Stock registered in the participant's name?
If you have authorized the reinvestment of cash dividends on shares
registered in your name and then dispose of a portion of those shares, the cash
dividends on the remaining shares will continue to be reinvested.
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<PAGE>
26. What happens when a participant sells or transfers all of
the shares registered in his or her name or stops all purchases?
If you dispose of all shares registered in your name with respect to
which you participate in the Plan or stop purchases through optional cash
payments, the cash dividends on the shares credited to your Plan account that
remain in the Plan will continue to be reinvested. If you cease to be a record
owner of any shares of Common Stock (other than by depositing shares into the
Plan as provided in Question 33), the Agent, in its discretion, may request your
instructions on the disposition of stock in your Plan account. If the Agent does
not receive such instructions from you within 30 days, the Agent, in its
discretion, may terminate your Plan account.
27. If the Company has a rights offering, how will rights on
the Plan shares be handled?
No preemptive rights attach to the Common Stock of the Company. If the
Company, nevertheless, makes available to holders of Common Stock rights or
warrants to purchase additional shares of Common Stock or other securities, such
rights or warrants will be made available to participants based on the number of
shares (including any fractional interests to the extent practicable) held in
their Plan account on the record date established for determining the holders of
Common Stock entitled to such rights or warrants.
28. What happens if the Company issues a stock dividend or
declares a stock split?
Any stock dividends or split shares in the form of Common Stock
distributed by the Company on shares of Common Stock held for your Plan account
will be credited to your account in the Plan. Any other non-cash dividend
distributed by the Company on shares of Common Stock held for your Plan account
will be distributed to you.
A stock dividend or split shares distribution in the form of Common
Stock will increase automatically by that amount the number of shares held in
your name on which cash dividends are reinvesting.
29. How will a participant's shares be voted at meetings of
shareholders?
No shares held under the Plan will be voted by the Agent.
You will receive a proxy indicating the total number of shares of your
Common Stock, including shares of Common Stock registered in your name and
shares of Common Stock credited to your Plan account.
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If your proxy is returned properly signed and marked for voting, all
the shares covered by the proxy, including those registered in your name and
those held for you under the Plan, will be voted as marked.
If your proxy is returned properly signed but without indicating
instructions on the manner in which shares are to be voted with respect to any
item thereon, all of your shares, including those registered in your name and
those held for you under the Plan, will be voted in accordance with the
recommendations of the management of the Company.
If your proxy is not returned, or if it is returned unexecuted or
improperly executed, your shares will be voted only if you vote in person.
30. What is the responsibility of the Company and the Agent
for the Plan?
The Agent has no responsibility with respect to the preparation and the
contents of this Prospectus. Neither the Company nor the Agent or its
nominee(s), in administering the Plan, will be liable for any act done in good
faith, or for any good faith omission to act, including, without limitation, any
claims of liability arising out of (i) failure to terminate a participant's
account upon the participant's death prior to the receipt of notice in writing
of the death, (ii) the prices and times at which shares of Common Stock are
purchased or sold for the participant's account or the terms on which such
purchases or sales are made, or (iii) fluctuations in the market value of the
Common Stock.
Neither the Company nor the Agent can assure any participant of a
profit or protect any participant against a loss from the shares purchased or
sold through the Plan. Shares of the Common Stock purchased under the Plan are
not deposit accounts of Centura Bank and are not insured by the Federal Deposit
Insurance Corporation or any other governmental organization. An investment in
the Common Stock is, as are all equity investments, subject to significant
market fluctuations. The Company can neither control purchases by the Agent
under the Plan nor guarantee that dividends on the Common Stock will not be
reduced or eliminated.
The Plan is neither subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended, nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended.
31. Who regulates and interprets the Plan?
The Company and the Agent reserve the right to interpret and
regulate the Plan as they deem necessary or desirable. Any such
interpretation or regulation will be final. The Plan, related Plan
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<PAGE>
documentation, and Plan accounts will be governed by and construed in accordance
with the laws of the State of North Carolina.
32. May the Plan be changed or discontinued?
While the Company hopes to continue a dividend reinvestment and stock
purchase plan indefinitely, the Company and the Agent reserve the right to
terminate or suspend the Plan at any time by written notice to the participants.
The terms and conditions of the Plan may also be amended by the Agent, with the
concurrence of the Company, at any time by mailing an appropriate notice to
participants at least 30 days prior to the effective date of such amendment. The
Company may amend the Plan by mailing an appropriate notice to participants at
least 30 days prior to the effective date of such amendment. Notwithstanding the
foregoing, such amendments to the Plan as may be required from time to time due
to changes in or new rules and regulations under the federal or state securities
laws may be made by the Agent prior to notice to each participant.
33. Can a participant send his or her Common Stock
certificates to be credited to his or her Plan account?
A participant can transfer any shares of Common Stock held of record to
the Agent to be held for his or her Plan account. A participant desiring to
transfer any shares into the Plan should mail them by certified or registered
mail to the Agent with a note requesting that they be so credited. This
additional service protects against the loss, theft, or destruction of a
participant's stock certificates.
USE OF PROCEEDS
The Company does not know either the number of shares that ultimately
will be purchased from the Company through the Plan or the prices at which the
shares will be sold. The Company intends to add the net proceeds of any such
sales to the general funds of the Company to be available for general corporate
purposes.
INDEMNIFICATION
Directors and officers of the Company are entitled to indemnification
as expressly permitted by the provisions of the North Carolina Business
Corporation Act and the Company's Bylaws. The Company has purchased a standard
liability insurance policy, which, subject to the limitations set forth in the
policy, indemnifies the Company's directors and officers for damages that they
become legally obligated to pay as a result of any negligent act, error, or
omission committed while acting in their official capacity. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, or controlling persons of the Company pursuant
to the foregoing
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provisions, the Company has been informed that in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Poyner & Spruill, L.L.P., counsel to the Company.
Charles T. Lane, a partner with Poyner & Spruill, L.L.P., is a director of the
Company. As of December 31, 1996, Mr. Lane owned beneficially 26,666 shares of
Common Stock, including 8,928 shares issuable upon the exercise of outstanding
stock options, and other members of the firm owned, in the aggregate, 37,492
shares of Common Stock.
EXPERTS
The consolidated financial statements of Centura Banks, Inc. and
subsidiary as of December 31, 1996 and 1995, and for each of the years in the
three-year period ended December 31, 1996, have been incorporated by reference
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
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<PAGE>
Appendix I
CENTURA BANKS, INC.
DIVIDEND REINVESTMENT STOCK PURCHASE PLAN
AS AMENDED AND RESTATED
FEBRUARY 19, 1997
The purpose of this Dividend Reinvestment Stock Purchase Plan ("Plan")
of Centura Banks, Inc. is to provide the holders of record of the common stock
("Common Stock") of Centura Banks, Inc. ("Corporation") with a simple and
convenient method of investing cash dividends and optional cash payments in
shares of the Common Stock of the Corporation. The Plan is set forth in the
following terms and conditions:
1. Holders of record of 100 or more shares of Common Stock and all
employees and directors (including local directors) of the Corporation and its
subsidiaries are eligible to enroll in the Plan. Beneficial owners of Common
Stock whose shares are held for them in registered names other than their own,
such as in the names of brokers, bank nominees or trustees, should, if they wish
to participate in the Plan, either arrange for the holder of record to join the
Plan or have the shares they wish to enroll in the Plan transferred to their own
names. Participants enrolled in the Plan prior to its amendment and restatement
effective on October 3, 1994 may continue to participate in the Plan subject to
the terms and conditions set forth herein.
2. An eligible holder of record of Common Stock or any employee or
director of the Corporation and its subsidiaries may elect to become a
participant in the Plan ("Participant") by returning to Registrar and Transfer
Company ("Agent") a properly completed Authorization Card in the form attached
herewith. The completed Authorization Card appoints the Agent as agent for the
Participant and:
a. authorizes the Corporation to pay to the Agent for the
Participant's account all cash dividends payable on the
Common Stock which the Participant has enrolled in the
Plan;
b. authorizes the Agent as agent to retain for credit to the
Participant's account any cash dividends and any shares
of Common Stock distributed as a non-cash dividend or
otherwise on the shares of Common Stock purchased
pursuant to the Plan ("Plan Shares") and credited to the
Participant's account and to distribute to the
Participant any other non-cash dividend paid on such Plan
Shares; and
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c. authorizes the Agent as agent to apply such cash dividends
and/or any optional cash payments made by the Participant
pursuant to Paragraph 5 of the Plan to the purchase of shares
of Common Stock in accordance with the terms and conditions of
the Plan.
3. After receipt of the properly completed Authorization Card, the
Agent will open an account under the Plan as agent for the Participant and will
credit to such account:
a. all cash dividends received by the Agent from the
Corporation on shares of Common Stock registered in the
Participant's name and enrolled in the Plan by the
Participant, commencing with the first such dividends
paid after receipt of the Authorization Card by the
Agent, provided that the Authorization Card is received
at least 5 business days prior to the record date of the
dividend;
b. all optional cash payments received from the Participant
pursuant to Paragraph 5 of the Plan;
c. all full or fractional Plan Shares purchased for the
Participant's account after making appropriate deduction
for the purchase price of such shares;
d. all cash dividends received by the Agent on any full or
fractional Plan Shares credited to the Participant's
account;
e. any shares of Common Stock distributed by the Corporation
as a dividend or otherwise on Plan Shares credited to the
Participant's account; and
f. any shares of Common Stock transferred by the Participant
pursuant to Paragraph 11 of the Plan.
4. Cash dividends credited to a Participant's account will be
commingled with the cash dividends credited to all accounts under the Plan and
will be applied to the purchase of shares of Common Stock of the Corporation.
The price at which the Agent shall be deemed to have acquired shares for the
Participant's account shall be the average price of all shares purchased by it
as agent for all Participants with the proceeds of a single cash dividend in the
open market. If the Agent purchases newly issued shares directly from the
Corporation, the purchase price at which the Agent shall be deemed to have
acquired the shares shall be the average of the high and the low trades in the
Corporation's shares on the investment date as reported in the Wall Street
Journal's New York Stock Exchange Composite Transactions listing. If the
Corporation elects to sell shares to the Agent, it must notify the Agent of its
election to do so at least 10 days prior to the
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<PAGE>
investment date. A Participant's account will be credited with fractional shares
computed to four decimal places. The Agent will make every reasonable effort to
reinvest all dividends promptly after receipt and in no event later than 30 days
after such receipt except where, in the opinion of the Agent's counsel, such
investments are restricted by any applicable state or federal securities law.
All dividends will be held pending investment in a non-interest bearing account
maintained by the Agent.
5. The Participant may at any time deposit with the Agent for credit to
his account optional cash payments in amounts not less than $25 and not to
exceed $10,000 per month. Each optional cash payment must be accompanied by the
Stock Purchase Form furnished by the Agent. The Agent will commingle the funds
credited to a Participant's account with optional cash payments credited to all
accounts under the Plan and will apply such funds to the purchase of shares of
Common Stock. Optional cash payments will be invested at least once monthly.
Optional cash payments received later than 5 business days prior to the regular
monthly investment date will be invested at the next regular monthly investment
date or the next dividend reinvestment date, if that date occurs earlier, and if
the optional cash payments are received no later than 5 business days prior to
that date.
Pending investment, all optional cash payments will be held in a
non-interest bearing account maintained by the Agent. Any description of the
Plan distributed to Participants will advise that Participants may therefore
wish to delay transmittal of optional cash payments until shortly before the
regular monthly investment date or the dividend reinvestment date while still
allowing enough time for the Agent to receive the funds 5 business days prior to
such date.
A Participant may obtain a refund of his uninvested optional cash
payment upon written request to the Agent received not less than 2 business days
prior to the time when such optional cash payment would otherwise be applied to
the purchase of Plan Shares.
6. If for any reason the Agent is precluded from acquiring shares of
the Corporation's Common Stock for 90 consecutive days the Agent shall remit all
cash in the Participant's account to the Participant promptly after such 90th
day.
7. The Agent will mail to each Participant as soon as practicable a
statement confirming each purchase of Common Stock made for his account.
8. The Agent may hold the Plan Shares of all Participants
together in its name or in the name of its nominee. No
certificates will be delivered to a Participant for Plan Shares
except upon written request or upon termination of the account. A
Participant may request certificates for any full shares credited
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<PAGE>
to his account at any time. A Participant may also make a blanket request that
all certificates for full shares be delivered to him at regular intervals
although the Agent reserves the right to suspend the policy of delivering
certificates upon blanket instructions if such policy leads to a proliferation
of certificates and becomes unduly burdensome. No certificates will be delivered
for fractional shares. Accounts under the Plan will be maintained in the name in
which the Participant's certificates are registered when the Participant enrolls
in the Plan, and certificates for full shares will be similarly registered when
issued to the Participant. Certificates will be registered and issued in names
other than the account name, subject to compliance with any applicable laws and
payment by the Participant of any applicable fees and taxes, provided that the
Participant makes a written request therefor in accordance with the usual
requirements of the Corporation for the registration of a transfer of the Common
Stock of the Corporation.
9. It is understood that the automatic reinvestment of dividends does
not relieve the Participant of any income tax which may be payable on such
dividends. The Agent will comply with all applicable Internal Revenue Service
requirements concerning the filing of information returns for dividends credited
to each account under the Plan, and such information will be provided to the
Participant by a duplicate of that form or in a final statement of account for
each calendar year. With respect to Participants whose dividends are subject to
Federal income tax withholding, the Agent will comply with all applicable
Internal Revenue Service requirements concerning the amount of tax to be
withheld, which will be deducted from the dividends prior to investment.
10. The Agent will forward, as soon as practicable, any proxy
solicitation materials to the Participant. The Agent will vote any full and/or
fractional Plan Shares that it holds for the Participant's account in accordance
with the Participant's directions. If a Participant does not return a properly
completed and signed proxy the Agent will not vote such shares.
11. A Participant may transfer any issued shares of Common Stock held
of record in the Participant's name to the Agent or its nominee, and such shares
will be held by the Agent for the Participant's account as Plan Shares subject
to the terms and conditions of this Plan.
12. A Participant may terminate his account at any time by giving a
written notice of termination to the Agent. Any such notice of termination
received by the Agent less than 5 business days prior to a dividend record date
will not become effective until dividends paid on the dividend payment date have
been invested. The Agent may terminate a Participant's account by mailing a
30-day written notice of termination to the Participant at his last address of
record with the Agent. Upon termination,
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<PAGE>
the Participant may elect in writing to receive certificates representing the
full Plan Shares credited to his account and cash in lieu of fractional shares
or he may elect in writing to receive cash for all the full and fractional Plan
Shares credited to his account. If no written election is made at the time the
Agent receives the written notice of termination from the Participant or prior
to expiration of the 30-day notice period when the Agent terminates a
Participant's account, certificates will be issued for all full Plan Shares and
the Participant will receive cash for any fractional shares.
If a Participant elects to receive cash from the Plan Shares credited
to his account, the Agent, as the Participant's agent, will, as soon as
practicable after receipt of a written request, sell such Plan Shares and
deliver to him the proceeds of such sale, less any brokerage commissions and any
other costs of sale. Any full shares and fractional interests in shares may be
aggregated and sold with those of other terminating Participants. The proceeds
of each Participant, in such case, will be the average sales price of all shares
so aggregated and sold, less his pro rata shares of any brokerage commissions
and other costs of sale.
In all terminations, fractional interests held in the Participant's
account and not otherwise aggregated and sold will be paid for in cash at a
price deemed to be the closing sale price per share of the Corporation's Common
Stock as reported by the principal stock exchange or other appropriate market as
determined by the Agent, on which the stock is traded on the date of receipt by
the Agent of the notice of termination or, if the stock is not traded on the
date of such receipt, such closing sale price on the next prior date that it was
so traded.
13. If at any time a Participant ceases to be a record holder of Common
Stock other than by transfer of shares to the Agent to be held for his account
pursuant to Paragraph 11, the Agent, in its discretion, may mail a written
notice to such Participant requesting instructions as to the disposition of
stock in the Participant's account under the Plan. If within 30 days of mailing
such notice the Agent does not receive instructions from the Participant, the
Agent may, in its discretion, terminate the Participant's account.
14. The Participant shall notify the Agent promptly in writing of any
change of address. Notices or statements from the Agent to the Participant may
be given or made by letter addressed to the Participant at his last address of
record with the Agent and any such notice or statement shall be deemed given or
made when received by the Participant or 5 days after mailing, whichever occurs
earlier.
15. The Participant shall not sell, pledge, hypothecate,
assign, or transfer any Plan Shares held for his account by the
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<PAGE>
Agent, nor shall the Participant have any right to draw checks or drafts against
his account. The Agent has no obligation to follow any instructions of the
Participant with respect to the Plan Shares or any cash held in his account
except as expressly provided under the terms and conditions of the Plan.
16. The Corporation will either pay directly or reimburse the Agent for
the costs of administering the Plan, including but not limited to, the costs of
purchasing fractional shares, the costs of printing and distributing Plan
literature to record holders of Common Stock and employees and directors of the
Corporation and its subsidiaries, forwarding proxy solicitation materials to
Participants, and mailing confirmations of account transactions, account
statements, and other notices to Participants and reasonable clerical expenses
associated therewith.
17. Neither the Agent nor its nominee(s) shall be liable hereunder for
any act or omission to act by the Corporation, and neither the Corporation nor
the Agent or its nominee(s) shall be liable hereunder for any action taken in
good faith or for any good faith omission to act, including, without limitation,
any claims of liability (a) arising out of failure to terminate the
Participant's account upon the Participant's death prior to receipt of written
notice of such death accompanied by documentation satisfactory to the Agent; or
(b) with respect to the prices at which Plan Shares are either purchased or sold
for the Participant's account or the timing of, or terms on which, such
purchases or sales are made; or (c) for the market value or fluctuations in
market value after purchase of Plan Shares credited to the Participant's
account. The Corporation further agrees to indemnify and hold harmless the Agent
and its nominee(s) from all taxes, charges, expenses, assessments, claims, and
liabilities, and any costs incident thereto, arising under federal or state law
from the Agent's or the Corporation's acts or omissions to act in connection
with this Plan; provided that neither the Agent nor its nominee(s) shall be
indemnified against any liability or costs incident thereto arising out of the
Agent's or its nominee's own willful misfeasance, bad faith, gross negligence,
or reckless disregard of its duties under this Plan.
18. It is understood that all purchases of Common Stock pursuant to the
Plan will be made by the Agent as the independent agent of the Participant and
that neither the Corporation nor any of its affiliates shall have any authority
or power to direct the time and price at which securities may be purchased
pursuant to the Plan, the amount of securities to be purchased, or to direct the
selection of any broker or dealer through whom purchases are to be made. It is
further understood that the Agent will continue to operate the Plan only so long
as the Agent neither directly or indirectly controls or is controlled by the
Corporation or its affiliates and is not under common control with the
Corporation or its affiliates. The Agent and the Corporation agree that, if any
person serves simultaneously as a director of the Agent or an
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<PAGE>
affiliate of the Agent and also as a director of the Corporation or an affiliate
of the Corporation, such director will undertake to abstain from participating
in any decisions relating to the Plan or the purchase or sale of securities
pursuant to the Plan.
19. The Agent or the Corporation may terminate or suspend the Plan at
any time by written notice to the Participants. The terms and conditions of this
Plan may be amended by the Agent, with the concurrence of the Corporation, at
any time by mailing of an appropriate notice at least 30 days prior to the
effective date thereof to the Participant at his last address of record with the
Agent. No waiver or modification of the terms or conditions of the Plan shall be
deemed to be made by the Agent unless in writing signed by an authorized
representative of the Agent, and any waiver or modification shall apply only to
the specific instance involved. The Corporation has the authority to amend this
Plan by mailing an appropriate notice at least 30 days prior to the effective
date of such amendment to the Participant at his last address of record with the
Agent. It is understood, however, that such amendments as may be required from
time to time due to changes in or new rules and regulations under the federal or
state securities laws may be made by the Agent prior to notice to each
Participant.
20. The Corporation and the Agent have the authority to interpret and
regulate the Plan as may be necessary or desirable in connection with the
operation of the Plan. Any such interpretation or regulation will be final. This
Plan, the Authorization Card incorporated herein and made by this reference a
part of this Plan, and the accounts of Participants maintained by the Agent
under this Plan shall be governed by and construed in accordance with the laws
of the State of North Carolina.
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<PAGE>
[Left Side of Back Cover of Prospectus]
No dealer, salesman or any other person has
been authorized to give any information or to
make any representations other than those con-
tained in this Prospectus in connection with the
offer made by this Prospectus and, if given or
made, such information or representations must
not be relied upon as having been authorized
by the Company. Neither the delivery of this
Prospectus nor any sale made hereunder shall
under any circumstances create an implication
that there has been no change in the affairs of
the Company since the date hereof. This
Prospectus does not constitute an offer or
solicitation by anyone in any state in which such
offer or solicitation is not authorized or in which
the person making such offer or solicitation is
not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
---------------
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . .
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . .
Description of the Dividend Reinvestment
Stock Purchase Plan . . . . . . . . . . .
Purpose . . . . . . . . . . . . . .
Advantages . . . . . . . . . . . . .
Administration . . . . . . . . . . .
Participation . . . . . . . . . . .
Optional Cash Payments . . . . . . .
Costs . . . . . . . . . . . . . . .
Purchases . . . . . . . . . . . . .
Sale of Plan Shares . . . . . . . .
Dividends . . . . . . . . . . . . .
Reports to Participants . . . . . .
Certificates . . . . . . . . . . . .
Termination of Participation . . . .
Tax Information . . . . . . . . . .
Other Information . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . .
Indemnification . . . . . . . . . . . . . . .
Legal Opinion . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . .
Appendix I - Dividend Reinvestment
Stock Purchase Plan . . . . . . . . . . I-1
<PAGE>
[Right Side of Back Cover of Prospectus]
[CENTURA LOGO] CENTURA BANKS, INC.
--------
DIVIDEND REINVESTMENT
STOCK PURCHASE PLAN
--------
Common Stock
(No Par Value)
----------
PROSPECTUS
----------
March 25, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses will be incurred by the Registrant in connection
with the issuance and sale of the securities being registered:
SEC Filing Fee $ 6,250
Printing* $ 50,000
Accounting Fees* $ 2,500
Legal Fees and Expenses* $ 2,500
Blue Sky Fees and Expenses* $ 1,000
Miscellaneous* $ 2,000
TOTAL $ 64,250
--------------------------
*Estimated
Item 15. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the General Statutes of North
Carolina provide for indemnification of directors, officers, employees, and
agents of a North Carolina corporation. Subject to certain exceptions, a
corporation may indemnify an individual made a party to a proceeding because he
is or was a director against liability incurred in the proceeding if (i) he
conducted himself in good faith; and (ii) he reasonably believed (a) in the case
of conduct in his official capacity with the corporation, that his conduct was
in its best interests and (b) in all other cases, that his conduct was at least
not opposed to its best interests; and (iii) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Moreover, unless limited by its articles of incorporation, a corporation must
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation against reasonable expenses incurred by him in
connection with the proceeding. Expenses incurred by a director in defending a
proceeding may be paid by the corporation in advance of the final disposition of
such proceeding as authorized by the board of directors in the specific case or
as authorized or required under any provision in the articles of incorporation
or bylaws or by any applicable resolution or contract upon receipt of an
undertaking by or on behalf of a director to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation against such expenses. A director may also apply for court-ordered
indemnification under certain circumstances.
1
<PAGE>
Unless a corporation's articles of incorporation provide otherwise, (i)
an officer of a corporation is entitled to mandatory indemnification and is
entitled to apply for court-ordered indemnification to the same extent as a
director; (ii) the corporation may indemnify or advance expenses to an officer,
employee, or agent of a corporation to the same extent as to a director; and
(iii) a corporation may also indemnify or advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.
In addition and separate and apart from the indemnification rights
discussed above, the above-cited statutes further provide that a corporation
may, in its articles of incorporation or bylaws, or by contract or resolution,
indemnify or agree to indemnify any one of its directors, officers, employees,
or agents against liability and expenses in any proceeding (including without
limitation a proceeding brought by or on behalf of the corporation itself)
arising out of their status as such or their activities in any of the foregoing
capacities; provided, however, that a corporation may not indemnify or agree to
indemnify a person against liability or expenses he may incur on account of his
activities which were at the time taken known or believed by him to be clearly
in conflict with the best interests of the corporation. A corporation may
likewise and to the same extent indemnify or agree to indemnify any person who,
at the request of the corporation, is or was serving as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise or as a trustee or
administrator under an employee benefit plan. Any such provision for
indemnification may also include provisions for recovery from the corporation of
reasonable costs, expenses, and attorneys' fees in connection with the
enforcement of rights to indemnification and may further include provisions
establishing reasonable procedures for determining and enforcing the rights
granted therein.
As permitted by the North Carolina statutory provisions explained
above, Article IX, Section 4 of the Bylaws of the Registrant provides as
follows:
Any person who at any time serves or has served as a director or
officer of the Corporation, or at the request of the Corporation is or
was serving as an officer, director, agent, partner, trustee, or
employee for any other foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise, shall
be indemnified by the Corporation to the fullest extent from time to
time permitted by law in the event he is made, or is threatened to be
made, a party to any threatened, pending or completed civil, criminal,
administrative, investigative or
2
<PAGE>
arbitrative action, suit, or proceeding and any appeal therein (and any
inquiry or investigation that could lead to such action, suit or
proceeding), whether or not brought by or on behalf of the Corporation,
seeking to hold him liable by reason of the fact that he is or was
acting in such capacity. In addition, the Board may provide such
indemnification for other employees and agents of the Corporation as it
deems appropriate.
The rights of those receiving indemnification hereunder shall,
to the fullest extent from time to time permitted by law, cover (i)
reasonable expenses, including without limitation all attorneys' fees
actually and necessarily incurred by him in connection with any such
action, suit, or proceeding; (ii) all reasonable payments made by him
in satisfaction of any judgment, money decree, fine (including an
excise tax assessed with respect to an employee benefit plan), penalty,
or settlement for which he may have become liable in such action, suit,
or proceeding; and (iii) all reasonable expenses incurred in enforcing
the indemnification rights provided herein.
Expenses incurred by a director in defending a proceeding may
be paid by the Corporation in advance of the final disposition of such
proceeding as authorized by the Board of Directors in the specific case
or as authorized or required under any provision in the Bylaws or by an
applicable resolution or contract upon receipt of an undertaking by or
on behalf of the director to repay such amounts unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation against such expenses.
The board of directors of the Corporation shall take all such
action as may be necessary and appropriate to authorize the Corporation
to pay the indemnification required by this bylaw, including without
limitation, to the extent needed, making a good faith evaluation of the
manner in which the claimant for indemnity acted and of the reasonable
amount of indemnity due him.
Any person who at any time serves or has served in any of the
aforesaid capacities for or on behalf of the Corporation shall be
deemed to be doing or to have done so in reliance upon, and as
consideration for, the right of indemnification provided herein. Any
repeal or modification of these indemnification provisions shall not
affect any rights or obligations existing at the time of such repeal or
modification. The rights provided for herein shall inure to the benefit
of the legal representatives of any such person and shall not be
exclusive of any other rights to which such person may be entitled
apart from the provisions of this bylaw.
3
<PAGE>
The rights granted herein shall not be limited by the
provisions contained in N.C. Gen. Stat. ss.55-8-51 (or its
successor).
As permitted by applicable statutes, the Registrant has purchased a
standard directors' and officers' liability policy which will, subject to
certain limitations, indemnify the Registrant and its officers and directors for
damages they become legally obligated to pay as a result of any negligent act,
error, or omission committed by directors or officers while acting in their
capacities as such.
The indemnification provisions in the Bylaws may be sufficiently broad
to permit indemnification of the Registrant's officers and directors for
liabilities arising under the Securities Act of 1933, as amended (the "1933
Act").
Item 16. Exhibits.
Exhibit No. Description Reference
4.1 Excerpts from the Registrant's Incorporated
Articles of Incorporation and by Reference
Bylaws relating to rights of
holders of the Registrant's
capital stock (incorporated by
reference to Exhibit 4 of the
Registrant's Form S-4 Registra-
tion Statement No. 33-33773
originally filed with the Commis-
sion on March 8, 1990).
4.2 The Registrant's Dividend Reinvestment Filed
Stock Purchase Plan, as amended and herewith
restated (included as Appendix I to
the Prospectus filed as part of this
Registration Statement).
4.3 The Registrant's Dividend Reinvestment Incorporated
Stock Purchase Plan Enrollment Form by Reference
(incorporated by reference to the
identified exhibit of the Registrant's
Post-Effective Amendment No. 1 to
Registrant's Form S-3 Registration
Statement No. 33-33773 originally
filed with the Commission on
September 2, 1994).
4.4 The Registrant's Dividend Reinvestment Incorporated
Stock Purchase Plan Enrollment Form for by Reference
Employees (incorporated by reference
to the identified exhibit of the
4
<PAGE>
Registrant's Post-Effective Amendment
No. 1 to Registrant's Form S-3
Registration Statement No. 33-33773
originally filed with the Commission
on September 2, 1994).
4.5 The Registrant's Dividend Reinvestment Incorporated
Stock Purchase Plan Shareholder by Reference
Authorization Agreement (incorporated
by reference to the identified exhibit
of the Registrant's Post-Effective
Amendment No. 1 to Registrant's Form
S-3 Registration Statement No. 33-33773
originally filed with the Commission
on September 2, 1994).
4.6 The Registrant's Dividend Reinvestment Incorporated
Stock Purchase Plan Brochure by Reference
(incorporated by reference to the
identified exhibit of the Registrant's
Post-Effective Amendment No. 1 to
Registrant's Form S-3 Registration
Statement No. 33-33773 originally
filed with the Commission on
September 2, 1994).
5 Opinion of Poyner & Spruill, L.L.P. Filed
herewith
23.1 Consent of Poyner & Spruill, L.L.P. Filed
(included in Exhibit 5). herewith
23.2 Consent of KPMG Peat Marwick LLP. Filed
herewith
24 Power of Attorney from Certain Filed
Directors and Officers of herewith
Registrant.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the 1933 Act;
5
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions discussed in Item 15 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant in the successful
defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
6
<PAGE>
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rocky Mount, State of North Carolina, on the 24th
day of March, 1997.
CENTURA BANKS, INC.
Registrant
By: *
Cecil W. Sewell, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
* Director, Chairman,
Cecil W. Sewell, Jr. Chief Executive
Officer and President
* Director
Robert R. Mauldin
* Director
Frank L. Pattillo
* Director
William W. Wilkerson
* Chief Financial
Steven J. Goldstein Officer
* Chief Accounting
Ann K. Lawson Officer
Director
J. Richard Futrell, Jr.
* Director
H. Tate Bowers
8
<PAGE>
* Director
William H. Kincheloe
* Director
O. Tracy Parks, III
* Director
Richard H. Barnhardt
* Director
Charles T. Lane
* Director
Thomas A. Betts, Jr.
Director
C. Wood Beasley
* Director
Alexander P. Thorpe, III
* Director
William H. Redding, Jr.
* Director
John H. High
* Director
Ernest L. Evans
* Director
Robert L. Hubbard
* Director
Charles M. Reeves, III
* Director
William D. Hoover
* Director
Jack A. Moody
* Director
Dr. Michael K. Hooker
* Director
Joseph H. Nelson
* Director
George T. Stronach III
9
<PAGE>
* Director
Joseph L. Wallace, Jr.
* Director
Charles P. Wilkins
* Director
Dean E. Painter, Jr.
*By:/s/ Joseph A. Smith, Jr.
Joseph A. Smith, Jr.,
Attorney-In-Fact March 24, 1997
10
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Reference
4.1 Excerpts from the Registrant's Incorporated
Articles of Incorporation and by Reference
Bylaws relating to rights of
holders of the Registrant's
capital stock (incorporated by
reference to Exhibit 4 of the
Registrant's Form S-4 Registra-
tion Statement No. 33-33773
originally filed with the Commis-
sion on March 8, 1990).
4.2 The Registrant's Dividend Reinvestment Filed
Stock Purchase Plan, as amended and herewith
restated (included as Appendix I to
the Prospectus filed as part of this
Registration Statement).
4.3 The Registrant's Dividend Reinvestment Incorporated
Stock Purchase Plan Enrollment Form by Reference
(incorporated by reference to the
identified exhibit of the Registrant's
Post-Effective Amendment No. 1 to
Registrant's Form S-3 Registration
Statement No. 33-33773 originally
filed with the Commission on
September 2, 1994).
4.4 The Registrant's Dividend Reinvestment Incorporated
Stock Purchase Plan Enrollment Form by Reference
for Employees (incorporated by
reference to the identified exhibit of
the Registrant's Post-Effective Amendment
No. 1 to Registrant's Form S-3
Registration Statement No. 33-33773
originally filed with the Commission
on September 2, 1994).
4.5 The Registrant's Dividend Reinvestment Incorporated
Stock Purchase Plan Shareholder by Reference
Authorization Agreement (incorporated
by reference to the identified exhibit
of the Registrant's Post-Effective
Amendment No. 1 to Registrant's Form
S-3 Registration Statement No. 33-33773
originally filed with the Commission
on September 2, 1994).
11
<PAGE>
4.6 The Registrant's Dividend Reinvestment Incorporated
Stock Purchase Plan Brochure by Reference
(incorporated by reference to the
identified exhibit of the Registrant's
Post-Effective Amendment No. 1 to
Registrant's Form S-3 Registration
Statement No. 33-33773 originally
filed with the Commission on
September 2, 1994).
5 Opinion of Poyner & Spruill, L.L.P. Filed
herewith
23.1 Consent of Poyner & Spruill, L.L.P. Filed
(included in Exhibit 5). herewith
23.2 Consent of KPMG Peat Marwick LLP. Filed
herewith
24 Power of Attorney from Certain Filed
Directors and Officers of herewith
Registrant.
12
Exhibit 5
<PAGE>
POYNER & SPRUILL, L.L.P.
Attorneys at Law
Post Office Box 10096
Raleigh, North Carolina 27605-0096
919/783-6400
Fax: 919/783-1075
March 24, 1997
Centura Banks, Inc.
134 North Church Street
Rocky Mount, North Carolina 27804
Gentlemen:
This opinion is rendered for use in connection with the Registration
Statement on Form S-3, prescribed pursuant to the Securities Act of 1933, filed
by Centura Banks, Inc. (the "Company") with the Securities and Exchange
Commission, under which 500,000 shares of the Company's common stock, no par
value per share (the "Common Stock"), are to be registered.
As counsel to the Company, we have examined and are familiar with
originals or copies certified or otherwise identified to our satisfaction, of
such statutes, documents, corporate records, certificates of public officials,
and other instruments as we have deemed necessary for the purpose of this
opinion, including the Company's Restated Certificate of Incorporation and
By-laws, both as amended to date, and the record of proceedings of the
shareholders and directors of the Company. Based upon the foregoing, we are of
the opinion that:
1. The Company has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of
the State of North Carolina.
2. When up to 500,000 shares of the Common Stock to be originally
issued for sale shall have been originally issued and sold under the terms set
forth in the Registration Statement, such shares will be legally and validly
issued, fully paid, and nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5 and 23.1
to the Registration Statement and to the reference to our name therein.
Very truly yours,
/s/ POYNER & SPRUILL, L.L.P.
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Centura Banks, Inc.:
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the Prospectus.
KPMG PEAT MARWICK LLP
Raleigh, North Carolina
March 24, 1997
Exhibit 24
CENTURA BANKS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and/or officers of CENTURA BANKS, INC., a North Carolina corporation (the
"Company"), hereby constitutes and appoints JOSEPH A. SMITH, JR., General
Counsel and Corporate Secretary of the Company, with full power of substitution,
as his true and lawful attorney and agent, for him and in his name, place, and
stead, in any and all capacities, to do any and all acts and things and execute
any and all instruments that said attorney and agent may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, as
amended (and any other applicable federal, state, and local laws), and any rules
and regulations and requirements of the Securities and Exchange Commission (and
other applicable rules and regulations and requirements) in respect thereof in
connection with the registration under the Securities Act of 1933, as amended
(or other applicable laws), of additional securities of the Company issuable or
deliverable pursuant to the Company's Dividend Reinvestment Stock Purchase Plan
(including 500,000 additional shares of no par value Common Stock of the
Company), including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned, in any
capacity, to a Company registration statement on Form S-3 to be filed with the
Securities and Exchange Commission in respect of such securities, and any and
all amendments to the said registration statement, and any and all instruments
and documents filed as a part of or executed in connection with the said
registration statement or any amendments thereto, and to file the same with the
Securities and Exchange Commission; hereby ratifying and confirming all that the
said attorneys and agents, or any of them, shall do or cause to be done by
virtue thereof. Any prior powers of attorney previously granted by us for the
above purpose are hereby revoked.
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents as of February 19, 1997.
/s/ Robert R. Mauldin /s/ Cecil W. Sewell, Jr.
Robert R. Mauldin, Director Cecil W. Sewell, Jr., Director,
Chairman of the Board, President
and Chief Executive Officer
/s/ Frank L. Pattillo /s/ William H. Wilkerson
Frank L. Pattillo, Director William H. Wilkerson, Director
/s/ H. Tate Bowers /s/ William H. Kincheloe
H. Tate Bowers, Director William H. Kincheloe, Director
/s/ O. Tracy Parks, III
O. Tracy Parks, III, Director J. Richard Futrell, Jr.,
Director
/s/ Richard H. Barnhardt /s/ Charles T. Lane
Richard H. Barnhardt, Director Charles T. Lane, Director
/s/ Thomas A. Betts, Jr.
Thomas A. Betts, Jr., Director C. Wood Beasley, Director
/s/ Alexander P. Thorpe, III /s/ William H. Redding, Jr.
Alexander P. Thorpe, III, William H. Redding, Jr.,
Director Director
/s/ John H. High /s/ Robert L. Hubbard
John H. High, Director Robert L. Hubbard, Director
/s/ Charles M. Reeves, III /s/ Ernest L. Evans
Charles M. Reeves, III, Ernest L. Evans, Director
Director
/s/ William D. Hoover /s/ Jack A. Moody
William D. Hoover, Director Jack A. Moody, Director
/s/ Dr. Michael K. Hooker /s/ Joseph H. Nelson
Dr. Michael K. Hooker, Joseph H. Nelson, Director
Director
<PAGE>
/s/ George T. Stronach III /s/ Joseph L. Wallace, Jr.
George T. Stronach III, Joseph L. Wallace, Jr., Director
Director
/s/ Charles P. Wilkins /s/ Ann K. Lawson
Charles P. Wilkins, Director Ann K. Lawson, Chief Accounting
Officer
/s/ Dean E. Painter, Jr. /s/ Steven J. Goldstein
Dean E. Painter, Jr., Steven J. Goldstein, Chief
Director Financial Officer
