U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT ( DATE OF EARLIEST EVENT REPORTED ) MARCH 27, 1997
TRIANGLE BANCORP, INC.
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NORTH CAROLINA 0-21346 56-1764546
(STATE OR OTHER JURISDICTION OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
4300 GLENWOOD AVENUE, RALEIGH, NORTH CAROLINA 27612
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (919) 881-0455
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Item 5. Other Information
On March 27, 1997 Triangle Bancorp, Inc. ("Triangle") announced the signing of a
Letter of Intent with Bank of Mecklenburg, Charlotte, North Carolina whereby
Bank of Mecklenburg will be acquired by and operated as a subsidiary of
Triangle. The transaction is subject to the receipt of shareholder and
regulatory approvals as well as the satisfaction of various other conditions.
Pursuant to the terms of the Letter of Intent, Triangle will exchange 1.00 share
of its common stock for each share of Bank of Mecklenburg's common stock issued
and outstanding. It is contemplated the transaction will be accounted for as a
pooling of interests and the stock exchange will qualify as tax free
reorganization. As of December 31, 1996, Bank of Mecklenburg had $270 million in
assets.
Item 7. Exhibits
10(a) Letter of Intent
10(b) Press Release
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Triangle Bancorp, Inc. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
TRIANGLE BANCORP, INC.
(Registrant)
Date March 31, 1997 By: /s/ Debra L. Lee
Chief Financial Officer
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Exhibit Index
Page
10(a) Letter of Intent 5
10(b) Press Release 10
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Triangle Bancorp Logo Triangle Bancorp Letterhead
March 27, 1997
CONFIDENTIAL
Board of Directors
Bank of Mecklenburg
2000 Randolph Road
Charlotte, North Carolina 28207
Dear Board Members:
This Letter of Intent sets forth the conditional offer of Triangle Bancorp, Inc.
(the "Company") to acquire all of the capital stock of Bank of Mecklenburg,
Charlotte, North Carolina (the "Bank"), on the following terms and conditions:
1. Form of Acquisition. The Company will exchange 1.0 share of
its common stock for each issued and outstanding share of
stock of the Bank immediately upon the merger of the Bank with
a subsidiary of the Company to be established solely for that
purpose (the "Merger"). The exchange ratio will be subject to
adjustments to be agreed upon between the parties in the
definitive agreement in the case of an extraordinary change in
the market price of the Company's common stock. The Bank shall
be operated as the wholly-owned subsidiary of the Company for
a period of at least three years following the Merger. Options
on shares of the Bank's common stock (up to a maximum of
306,055 shares) shall be converted into options on the
Company's common stock with the number of options and the
exercise price adjusted accordingly. The Merger shall be
structured to qualify as a tax-free reorganization under
Section 368 of the Internal Revenue Code.
2. Benefits from Merger. The Company will enter into an
employment contract with John H. Ketner, Jr. for a term of
five years with an annual base salary of $140,000. In
addition, Mr. Ketner will participate in the Company's
Short-Term and Long-Term Incentive Plans. The Company will
nominate Cy N. Bahakel to serve on the Board of Directors of
the Company for a term of two years at the then current level
of compensation paid to Board members. The existing members of
the Bank's Board will continue to serve as directors of the
Bank following the Merger at the same level of compensation
currently being paid to them by the Bank, subject to
satisfactory performance. All employees of the Bank will be
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eligible under the benefit plans of the Company available to
all similarly situated employees. The full details of the
benefits will be set forth in a definitive agreement to be
entered into between both parties.
3. Due Diligence. Each party's management shall be granted the
opportunity to review the books and records of the other party
and discuss the same with the management of the other and such
review shall be satisfactorily resolved in the other party's
sole discretion. Each party's due diligence shall be completed
within 30 days of the date of the execution of this Letter of
Intent by the Bank. The Company and the Bank shall maintain
the confidentiality of all confidential and non-public
information supplied by the other and shall use such
information only in furtherance of the Merger. All documents
provided by each party to the other and all copies of such
documents shall be returned to the other party if the Merger
is not consummated.
4. Environmental Assessments. The Merger is conditioned upon the
completion by the Company at its own expense of environmental
assessments on all real property owned by the Bank, the
results of which shall be satisfactory to the Company in its
sole discretion.
5. Public Announcement. No press release or other public
announcement concerning the Merger will be issued by either
the Company or the Bank without the express consent of the
other party.
6. Definitive Agreement. Upon the Bank's execution of this Letter
of Intent, the Company and the Bank will diligently pursue the
negotiation of a mutually satisfactory definitive agreement
(the "Agreement"), which Agreement shall detail the benefits
set forth in Paragraph 2 and shall include such other
provisions as the parties consider appropriate and shall also
include provisions with respect to conditions of closing of
the Merger, including but not limited to:
(a) Approval of the Agreement by the Company's Board of
Directors and shareholders.
(b) Approval of the Agreement by the Bank's Board of
Directors and shareholders.
(c) Approval of such federal, state and other regulatory
agencies as the Company and the Bank may deem
necessary or advisable in order to close the
transaction pursuant to the Agreement, including, but
not limited to, approval by the North Carolina
Commissioner of Banks and the Federal Reserve Board.
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(d) Receipt of a ruling from the Internal Revenue Service
or an opinion of the Company's tax advisor, in form
and substance satisfactory to the Company and the
Bank, that the Merger constitutes a tax-free
reorganization pursuant to the appropriate provisions
of the Internal Revenue Code.
(e) The accuracy of various representations and
warranties of the Company and the Bank as specified
in the Agreement and customary to transactions of
this type.
(f) The receipt by the Bank of an opinion from its
investment advisor that the transaction is fair, from
a financial point of view, to the shareholders of the
Bank.
(g) The indemnification by the Company of the directors
and officers of the Bank to the extent currently
provided by the Bank for all actions taken by such
persons in their capacity as directors and officers
of the Bank prior to the consummation of the Merger.
(h) The Company shall have filed a Registration
Statement, and such Registration Statement shall have
become effective, with the Securities and Exchange
Commission for the shares of the Company to be
exchanged for the shares of the Bank.
(i) The Company shall elect the Company's Chief Executive
Officer and Chief Financial Officer to the Board of
Directors of the Bank immediately following the
Merger.
(j) The receipt by the Company of assurances from its
accountants that the Merger will qualify to be
accounted for as a pooling-of-interests.
The Agreement also shall provide that the Company and the Bank
each shall have the right to terminate the Agreement should
the Merger not have been completed by January 31, 1998, unless
such date has been extended by agreement of the parties.
7. No Solicitation of Other Acquirors. The Bank agrees that from
the date hereof, it will not, either itself or through its
officers, directors, employees, agents, representatives or
others, (a) solicit any other acquisition proposals or
negotiate with any other persons or entities regarding other
acquisition proposals, or (b) provide (except as may be
required by law) any non-public information, documents or
materials to any person or entity (other than the Company and
its affiliates) in connection with any such proposals unless
prior to such time this Letter of Intent and/or the Agreement
contemplated herein shall have been
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terminated by the parties. To that end, the parties hereto
agree that should this Letter of Intent or the Agreement be
terminated and the terminating party, within nine months of
such termination, enters into an agreement to acquire, merge,
consolidate or sell all or substantially all of its assets, to
a third party, such terminating party shall pay on the date of
such agreement with a third party, the sum of $500,000;
provided, however, that the foregoing shall not apply should
the termination be caused as a result of the good faith
determination by the terminating party (i) after its due
diligence review of the books and records of the other party
that the transaction is not in the best interest of such party
or its shareholders, (ii) that it is unable to negotiate by
May 31, 1997 the definitive Agreement based on the terms of
this Letter of Intent, or (iii) that termination is the result
of either party's inability to satisfy the conditions to
closing as set forth in Paragraph 6 above.
Upon receipt of written approval of the Bank with respect to the foregoing, this
Letter of Intent will represent the good faith intent of each of the parties,
but only the Agreement when finalized and executed on behalf of each of the
parties will constitute a binding agreement between the parties, except for the
provisions of Paragraphs 5 and 7 hereof which shall be binding on the Company
and the Bank. This Letter of Intent may be executed and delivered in
counterparts, each of which shall be considered an original and which together
shall constitute one agreement.
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Thank you very much for permitting us to share this offer with you. We believe
the combination of our two organizations would truly inure to the long term
future benefit of the shareholders of both parties.
Yours very truly,
TRIANGLE BANCORP, INC.
By: /s/ Michael S. Patterson
____________________________
Michael S. Patterson
President
Agreed to and accepted this 27th day of March, 1997.
BANK OF MECKLENBURG
By: /s/ John H. Ketner, Jr.
___________________________________________
John H. Ketner, Jr.
President
By: /s/ Cy N. Bahakel
___________________________________________
Cy N. Bahakel
Chairman
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EXHIBIT 10b
TRIANGLE BANCORP (Logo) P.O. Box 19178
Raleigh, North Carolina 27619-9178
NEWS RELEASE
For more information:
Michael S. Patterson, Chairman, President and CEO
Debra L. Lee, Chief Financial Officer
(919) 881-0455
FOR IMMEDIATE RELEASE: March 27, 1997
TRIANGLE BANCORP, INC. ANNOUNCES MERGER WITH
BANK OF MECKLENBURG
Raleigh....Triangle Bancorp, Inc. (Triangle) has executed a letter of
intent to acquire all of the capital stock of Bank of Mecklenburg, Charlotte,
North Carolina, announced Michael S. Patterson, chairman and CEO of Triangle.
Under the terms of the agreement, Bank of Mecklenburg will operate as a
subsidiary of Triangle. The transaction will be a tax free stock-for-stock
exchange which is presently structured, subject to due diligence review by both
parties and a definitive agreement, as an exchange of one share of Triangle
Bancorp common stock for each share of Bank of Mecklenburg's common stock. As of
December 31, 1996, Triangle, headquartered in Raleigh, reported total assets of
$971 million, while Bank of Mecklenburg reported total assets of $270 million.
At the completion of the merger, Triangle will have assets in excess of $1.2
billion.
Regarding the merger, Patterson said, "We are excited about the
opportunities this merger creates for our shareholders. Mecklenburg County is
one of the premier growth areas in the nation and Bank of Mecklenburg's
directors, management and staff have created a strong community banking
organization. Together, we will build on that success."
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In remarks on the proposed transaction, John Ketner, president and CEO of
Bank of Mecklenburg, said, "Everyone at Bank of Mecklenburg is pleased to have a
merger partner that is committed to serving our customers and communities with
an expanded product line through our current offices in Charlotte. Triangle's
strength and proven track record make this a positive step for all."
Triangle Bancorp is the holding company of Triangle Bank, which operates 45
offices in the Triangle area and eastern North Carolina.
The merger is subject to satisfaction of a number of conditions, including
negotiation of a definitive merger agreement, approval by the stockholders of
Bank of Mecklenburg and action by applicable regulatory agencies. It is
anticipated that the merger process will be completed during the 4th quarter of
1997.
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