SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): October 28, 1998
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CENTURA BANKS, INC.
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(Exact name of registrant as specified in charter)
North Carolina 1-10646 56-1688522
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(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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134 North Church Street, Rocky Mount, North Carolina 27804
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (252) 454-4400
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N/A
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(Former name or former address, if changed since last report)
Exhibit Index on Page 4.
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Item 5. Other Events:
On October 28, 1998, Centura Banks, Inc. ("Centura") announced the execution of
a definitive agreement between Centura and First Coastal Bankshares, Inc.
("First Coastal"). Under the terms of the agreement, First Coastal shareholders
will receive .3400 shares of Centura common stock for each share of First
Coastal common stock so long as Centura's average closing price for the 10 days
prior to closing of the transaction is between $58.7563 and $79.4938 per share.
The exchange ratio is subject to adjustment should the average closing price
fall below $58.7563 or exceed $79.4938.
The transaction is subject to shareholder and regulatory approvals and the
satisfaction of certain other conditions. Centura expects to consummate the
merger during the first quarter of 1999. The transaction is intended to be
accounted for as a tax-free reorganization and is expected to receive pooling of
interests accounting treatment.
Item 7. Financial statements and Exhibits.
The exhibits listed in the Exhibit Index are filed herewith as part of this
Current Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CENTURA BANKS, INC.
Registrant
Date: November 3, 1998 By: /s/ Steven Goldstein
Steven Goldstein
Chief Financial Officer
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EXHIBIT INDEX
Sequential
Page
Exhibit Description of Exhibit Number
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99 Press release dated October 28, 1998 5
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For Immediate Release
October 28, 1998
For More Information Steven Goldstein Dennis R. Stewart
Chief Financial Officer Chief Financial Officer
Centura Banks, Inc. First Coastal Bankshares, Inc.
(252) 454-8356 (757) 428-9331
[email protected]
CENTURA TO ACQUIRE FIRST COASTAL BANKSHARES, INC.
Centura Banks, Inc. ("Centura", NYSE: CBC) and First Coastal Bankshares, Inc.
("First Coastal", Nasdaq National Market: FCBK) of Virginia Beach, Virginia
announced today the execution of a definitive agreement that will significantly
expand Centura's presence in the Hampton Roads region of Virginia.
Centura will acquire First Coastal in a stock transaction valued at $117 million
or $23.50 per First Coastal share. Centura's offer is approximately 2.5 times
First Coastal's September 30, 1998 book value and 23.5 times First Coastal's
estimated 1999 earnings per share. The exchange ratio will be .3400 shares of
Centura common stock for each share of First Coastal common stock so long as
Centura's average closing price for 10 days prior to the closing of the
transaction is between $58.7563 and $79.4938 per share. The exchange ratio is
subject to adjustment should the average closing price differ from these stated
boundaries. The transaction, approved by the board of directors of both
companies, will be accounted for as a pooling of interests.
First Coastal, with approximately $578 million in assets, operates 17 financial
centers throughout Hampton Roads. Centura operates 9 financial service stores,
including 8 in the Hannaford supermarkets, in the same region. The combined
companies will have 26 financial service outlets in one of the most dynamic
markets on the eastern seaboard.
"We are delighted with the opportunity to expand our presence in the Hampton
Roads, Virginia market with an institution of First Coastal's outstanding
reputation", said Cecil W. Sewell, Chairman and Chief Executive Officer of
Centura. "First Coastal brings a business strategy and retail distribution
network which complements Centura's and significantly adds to our ability to
serve this important market."
"We are extremely excited to join the Centura team and look forward to expanding
the array of financial products and services we offer our customers", said John
A. B. Davies, Jr., First Coastal's President and Chief Executive Officer.
"Centura's vision for the future of the financial services industry and
commitment to its customers mirrors our own and we see this combination as a
means to enhance value to our shareholders and customers while providing new
opportunities for our employees." Mr. Davies will assume the position of
regional president/Virginia market and will lead Centura's growing presence in
this dynamic region.
The transaction provides First Coastal shareholders a premium of 26 percent over
the value of their shares on October 27, 1998. Centura expects the merger to be
accretive to 1999 earnings per share. It is estimated that cost savings
opportunities, including the elimination of redundant operations, enhanced
technology, and the optimization of retail financial centers and alternative
delivery channels, will result in approximately 15 percent reduction in First
Coastal's operating expenses.
The transaction is subject to normal shareholder and regulatory approvals. Under
the terms of the agreement, First Coastal has granted Centura an option to
purchase up to 19.9 percent of First Coastal's outstanding shares under certain
conditions. The transaction is expected to close during the first quarter of
1999.
With assets of $7.8 billion, Centura provides a complete line of banking,
investment, leasing, insurance and trust services to individuals and businesses
throughout North Carolina, South Carolina, and the Hampton Roads region of
Virginia. Centura offers its customers a variety of services and delivery
channels including 210 full-service financial services; more than 315 ATMs at
financial centers, Wal-Mart stores and Sam's outlets; Centura Highway telephone
banking center; Centura's Internet site; and through leading online money
management software packages. Additional information about Centura is available
on its website at www.centura.com.
First Coastal is a unitary savings and loans holding company, the principal
subsidiary of which is First Coastal Bank (the "Bank"). The Bank is entering its
64th year of providing full banking services to customers in the Hampton Roads
area of Virginia throughout its network of financial center and ATM locations in
the cities of Chesapeake, Hampton, Newport News, Norfolk, Virginia Beach, and
Williamsburg. The Bank and First Coastal Mortgage Corp., a wholly owned
subsidiary of the Bank, originate residential mortgage loans throughout the
Hampton Roads area from offices in Virginia Beach, Chesapeake, and Newport News.
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