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): February 18, 2000
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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.)
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 2. Acquisition or Disposition of Assets
On February 18, 2000 at the close of business, Centura Banks, Inc. ("Centura")
completed its acquisition of Triangle Bancorp, Inc. ("Triangle"). Under the
terms of the definitive merger agreement which was filed with the Securities and
Exchange Commission (the "Commission") December 6, 1999 as an appendix to
Centura's Registration Statement No. 333-92195 on Form S-4 (the "Registration
Statement") and is hereby incorporated by reference, Triangle shareholders will
receive 0.45 shares of Centura common stock for each share of Triangle common
stock. In the aggregate, approximately 11 million shares of Centura common stock
will be issued to Triangle shareholders. The merger was accounted for as a
pooling-of-interests.
Prior to the closing of the transaction, Centura also terminated all previously
announced share repurchase plans.
A press release is attached as Exhibit 99.
This press release may contain various forward-looking statements that involve
risks and uncertainties that could cause actual results to differ from
estimates. A discussion of the various factors, including factors beyond
Centura's control, that could cause Centura's results to differ materially from
those expressed in such forward-looking statements is included in Centura's
filings with the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits.
The financial statements for Triangle and the pro forma financial information
required by this Item 7 have been previously provided in accordance with General
Instruction B.3 of Form 8-K in the Registration Statement.
The exhibit listed in the Exhibit Index is filed herewith as part of this
Current Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CENTURA BANKS, INC.
Registrant
Date: March 1, 2000 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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2 Agreement and Plan of Reorganization By and Between
Triangle Bancorp, Inc. and Centura
Banks, Inc. dated as of August 22, 1999
(incorporated by reference to the registrant's
Registration Statement No. 333-92195 on Form S-
4 filed with the Commission on December 6, 1999).
99 Press release dated February 22, 2000 5
Exhibit 99
FOR IMMEDIATE RELEASE
For more information: Frank Pattillo Susan Caddell
Centura Banks Inc. Triangle Bancorp Inc.
252-454-8341 919-881-0455, ext. 142
[email protected] [email protected]
CENTURA BANKS INC. AND TRIANGLE BANCORP INC.
COMPLETE THE MERGER OF THE TWO COMPANIES
ANNOUNCED IN AUGUST 1999, THE MERGER IS COMPLETED FEB. 18 AS SCHEDULED
ROCKY MOUNT, N.C., FEB. 22, 2000 - Centura Banks Inc. and Raleigh, N.C.-based
Triangle Bancorp Inc. announced today that they have successfully completed the
merger of the companies.
Centura and Triangle announced on Aug. 23, 1999, that they had reached
a definitive agreement under which Centura would acquire Triangle. The Federal
Reserve approved the merger in January, and shareholders of both institutions
approved the merger earlier this month.
The merger significantly expands Centura's market share in key
metropolitan areas throughout North Carolina and provides the company with a
major presence in Raleigh. The combined company in the Raleigh/Durham MSA now
has deposits of more than $1.2 billion and 34 locations. Overall, Centura has
255 financial services locations throughout North Carolina, Virginia and South
Carolina, with total assets of more than $11 billion and deposits of more than
$7 billion.
"Our primary objective in the execution of this merger is to have a
positive impact on the customers of both companies," said Cecil Sewell,
Centura's chief executive officer. "In nearly all the markets where the
companies overlapped, Centura is now stronger, with more locations and access
options. Customer service will remain our first priority and will continue to
guide our decisions as we further integrate the two companies."
Under terms of the transaction, each Triangle shareholder will receive
0.45 shares of Centura stock for each Triangle share. In aggregate, Centura will
issue approximately 11 million shares of Centura stock to Triangle shareholders.
The transaction is being accounted for as a pooling of interests.
Prior to the closing of the transaction, Centura's board of directors
rescinded all authorizations to buy back shares of Centura common stock.
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CENTURA AND TRIANGLE COMPLETE MERGER, PAGE 2
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"Becoming a part of the Centura organization offers distinct advantages
to our customers," said Michael S. Patterson, Triangle's chairman, president and
chief executive officer, who becomes chairman of Centura's 30-member board of
directors, including seven new directors from Triangle. "They now have access to
an expanded array of financial products and services through an increasingly
sophisticated range of channels."
Before the merger's completion, Centura and Triangle announced the
divestitures of two Centura branches and 17 Triangle branches. These
divestitures were mandated by regulatory agencies as a step toward completion of
the merger. In addition, Triangle's staff size was reduced by approximately 180
redundant positions, and another 200 through attrition.
Centura is implementing an e-commerce strategy and has developed a
sophisticated customer information database that allows the company to customize
financial services solutions to individual customer needs.
In March, Centura will launch a new brand advertising campaign
featuring print, radio and outdoor. More details will be released in the coming
weeks.
ABOUT CENTURA
Centura Banks Inc. provides a complete line of banking, investment,
insurance, leasing and asset management services to individuals and businesses.
Centura's broad range of financial solutions is provided through its
full-service financial offices and Centura Highway, the bank's multifaceted
customer access system that includes telephone banking, an extensive ATM
network, PC banking, online bill payment and the bank's suite of Internet
products and services. Additional information may be found on Centura's Web site
at www.centura.com.
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