UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____________to ___________
Commission File Number: 0-12358
CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN
(Full title of the plan)
CCB FINANCIAL CORPORATION
(Exact name of issuer as specified in charter)
111 Corcoran Street, P. O. Box 931, Durham, NC 27702
(Address of principal executive offices)
Item 1. Financial Statements
Audited statements of net assets available for plan benefits
as of December 31, 1999 and 1998 and the related audited statements
of changes in net assets available for plan benefits for each of
the years then ended and independent auditors' report thereon are
filed herein.
Item 2. Exhibits
The consent of the Plan's independent auditors to
incorporation by reference of their report on the financial
statements is included as Exhibit 23.
CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
Independent Auditors' Report
The Retirement Committee
CCB Financial Corporation:
We have audited the accompanying statements of net assets available
for plan benefits of the CCB Financial Corporation Retirement
Savings Plan as of December 31, 1999 and 1998 and the related
statements of changes in net assets available for plan benefits for
the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the CCB Financial Corporation Retirement Savings Plan
at December 31, 1999 and 1998, and the changes in net assets
available for plan benefits for the years then ended in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but
are supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG LLP
June 9, 2000
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
For the years ending December 31, 1999 and 1998
1999 1998
---------- ----------
Assets:
Cash $ 2,110 456,681
Investments:
Money market funds 3,617,504 3,050,311
Mutual funds:
CCB Bond Fund - 6,437,416
Strong Government Securities Fund 5,147,786 -
Dodge and Cox Balanced Fund 4,067,625 3,263,051
Vanguard Index 500 Fund 11,996,075 8,907,236
Managers Special Equity Fund 1,399,316 645,056
Janus Worldwide Fund 2,316,573 917,370
CCB Financial Corporation common stock 43,774,214 56,198,523
---------- ----------
Total investments 72,319,093 79,418,963
Accrued interest and dividends receivable 291,007 262,451
Employee contributions receivable 179,143 166,911
Employer contributions receivable 709,114 1,287,606
---------- ----------
Net assets available for plan benefits $ 73,500,467 81,592,612
========== ==========
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
For the years ending December 31, 1999 and 1998
1999 1998
---------- ----------
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in (10,390,559) 5,299,882
fair value of investments
Interest 548,923 553,280
Dividends 1,780,677 1,535,970
Contributions:
Employer, net of forfeitures 2,373,433 2,902,494
Employees 5,254,923 4,907,553
---------- ----------
Increase (decrease) (432,603) 15,199,179
Deductions from net assets attributed to:
Plan benefits paid (7,659,542) (8,447,409)
Net increase (decrease) in net assets (8,092,145) 6,751,770
---------- ----------
Net assets available for plan benefits:
Beginning of year 81,592,612 74,840,842
---------- ----------
End of year $ 73,500,467 81,592,612
========== ==========
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) Description of Plan
The CCB Financial Corporation Retirement Savings Plan (the
"Plan") is a defined contribution plan sponsored by CCB
Financial Corporation and subsidiaries ("CCBF") for its
employees. The Plan was established effective April 1, 1983 for
the purpose of promoting the future economic welfare of CCBF's
employees. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
(2) Summary of Significant Accounting Policies
(a)Basis of Presentation
The accompanying financial statements have been prepared on
an accrual basis and present the net assets available for
plan benefits and the changes in those net assets.
(b)Investment Valuation and Income Recognition
Investments in mutual funds are valued at fair value based
on quoted market prices. The investment in CCBF common stock
is stated at fair value based on quoted market values.
Securities transactions are recorded on the trade date (the
date the order to buy or sell is executed). Dividend income
is recorded on the ex-dividend date. Interest income is
recorded on the accrual basis.
(c)Payment of Benefits
Benefits are recorded when paid.
(d)Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan
administrator to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
additions to and deductions from net assets during the
reporting period. Actual results could differ from those
estimates.
(3) Participation in the Plan
Under the terms of the Plan, employees are eligible to
participate in the Plan at age 21 upon completion of one year
of continuous employment in which they complete at least 1,000
hours of service.
(4) Contributions
Tax deferred contributions to the Plan are made through payroll
deductions by employees in amounts equal to whole percentages,
from 1% to 17%, of their compensation. CCBF currently matches
these contributions, which are less than or equal to 6% of
compensation, at a rate of 50%. This rate may be increased or
decreased by the Board of Directors. Participant contributions
were limited to $10,000 per employee in 1999 and 1998.
In addition, the Board of Directors may grant profit sharing
contributions to the Plan. Such contributions were made in 1999
and 1998 totaling $638,405 and $1,222,953, respectively. These
contributions are invested in the CCBF Stock Fund. Profit
sharing contributions are allocated proportionately based on
employees' compensation among participants who completed 1,000
hours of service during the Plan year and who were employed on
the last day of the Plan year, or who died, became disabled or
retired during the Plan year.
(5) Vesting and Forfeitures
Participants are fully vested in their employee contributions
and the related investment earnings. Participants become vested
in their employer contributions in increasing percentages as
years of service increase and become fully vested after six
years of service. Immediate vesting occurs upon reaching normal
retirement age under the Plan, early retirement age, or upon
death or disability. Although it has not expressed an intent to
do so, CCBF has the right to discontinue its contributions at
any time and to terminate the Plan. In the event of plan
termination, participants will become 100 percent vested in
their accounts.
Upon termination of service to CCBF for reasons other than
retirement, disability or death, any unvested portion of a
participant's account is subject to possible forfeiture upon
occurrence of one or more events specified by the Plan.
Forfeitures are used to reduce subsequent contributions by
CCBF.
(6) Investment Election
The Plan includes five different investment funds: Bond Fund,
Stock Fund, Money Market Fund, Balanced Fund and CCBF Stock
Fund. These funds, except for the CCBF Stock Fund, invest in
mutual funds and money market funds which hold various
underlying investments including common and preferred stocks
and bonds. The CCBF Stock Fund invests primarily in CCBF Common
Stock. Participants may elect to direct their contributions to
any combination of the funds. Changes to future contributions
can be made effective as of any business day. Transfers of
existing account balances can be made daily to and from all
funds, except the CCBF Stock Fund, which can be made four times
in a calendar year. However, transfers from the CCBF Stock Fund
derived from profit sharing contributions are prohibited.
(7) Withdrawals and Distributions
The Plan allows hardship withdrawals of a participant's tax-
deferred, voluntary contributions, rollover contributions and
the vested portion of employer contributions subject to certain
regulations under the Internal Revenue Code ("IRC"). Upon
termination of employment, a participant may receive a lump sum
distribution or may elect to leave the entire balance, if
greater than $5,000, in the Plan until age 65.
(8) Determination of Participants' Account Balances
Participants' account balances are determined as follows:
* Employee contributions and matching employer contributions
are added to the participants' accounts for each type of
investment fund.
* Discretionary profit sharing contributions are added to the
CCBF Stock Fund.
* Participants' accounts are reduced by the amount of any
withdrawals made.
* Earnings from each investment fund are allocated daily
within that fund based upon the ratio that each participant's
adjusted account balance, as defined in the Plan, bears to the
total of all participants' adjusted account balances.
(9) Investments
During 1999 and 1998, the Plan's investments (including
investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
1999 1998
--------- ---------
CCB Financial Corporation $ (13,200,443) 3,418,036
common stock
CCB Bond Fund (129,379) 65,854
Strong Government Securities
Fund (177,969) -
Dodge and Cox Balanced Fund 5,050 (91,398)
Janus Worldwide Fund 862,938 123,543
Managers Special Equity Fund 446,376 6,931
Vanguard Index 500 Fund 1,802,868 1,776,916
----------- -----------
$ (10,390,559) 5,299,882
============ ===========
Investments exceeding five percent of Plan assets at December
31, 1999 and 1998 are as follows:
1999 1998
------- -------
Units, Units,
shares or Fair shares or Fair
par value value par value value
------- ------- ------- -------
CCB Financial
Corporation
common stock 1,004,860 $ 43,774,214 985,939 56,198,523 *
Strong Government
Securities Fund 510,693 5,147,786 626,208 6,437,416
Vanguard Index
500 Fund 88,643 11,996,075 78,168 8,907,236
Dodge & Cox
Balanced Fund 61,903 4,067,625 - -
Other - 7,333,393 - 7,875,788
--------- ----------
$ 72,319,093 79,418,963
========== ==========
* Nonparticipant - directed
Investments in CCB Financial Corporation common stock are
nonparticipant directed to the extent such investments
represent CCBF profit sharing contributions. See note 10 for
more information.
(10) Nonparticipant-Directed Investments
Information about the net assets and the significant
components of the changes in net assets relating to the
nonparticipant - directed investments is as follows:
1999 1998
------- -------
Assets:
Cash $ 2,110 456,681
Investments:
Money market funds 513,874 318,817
CCB Financial Corporation
common stock 43,774,214 56,198,523
----------- -----------
Total investments 44,288,088 56,517,340
Accrued interest and
dividends receivable 291,007 262,451
Employee contributions receivable 83,500 87,908
Employer contributions receivable 671,632 1,257,385
----------- -----------
Net assets available for plan benefits $ 45,336,337 58,581,765
========== ==========
1999 1998
------- -------
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ (13,200,443) 3,418,036
Interest 20,593 18,866
Dividends 1,088,637 1,125,954
Contributions:
Employer, net of forfeitures 1,516,970 2,137,606
Employees 2,607,233 2,733,695
Funds transferred (614,845) (537,761)
----------- -----------
Total additions (8,581,855) 8,896,396
Deductions from net assets
attributed to:
Plan benefits paid (4,663,573) (6,120,218)
----------- -----------
Net increase (decrease) in net assets (13,245,428) 2,776,178
Net assets available for plan benefits:
Beginning of year 58,581,765 55,805,587
----------- -----------
End of year $ 45,336,337 58,581,765
========== ==========
See note 12 for additional information.
(11) Federal Income Taxes
The Internal Revenue Service has determined and informed
CCBF by letter dated May 5, 1993 that the Plan, in form,
is qualified and the trust established under the Plan is
tax-exempt under the appropriate sections of the IRC.
The Plan has been amended since receiving the
determination letter. However, the Plan Administrator
believes that the Plan is designed and is operating in
compliance with applicable requirements of the IRC.
(12) Related Party Transactions
The Plan's investments are held by the Trust Department
of Central Carolina Bank and Trust Company ("the Bank"),
a wholly-owned subsidiary of CCBF.
The Plan purchased 78,403 and 27,255 shares of common
stock of CCBF at a cost of $3,910,809 and $2,731,576 in
1999 and 1998 respectively. 31,850 and 25,198 shares of
CCBF common stock were sold by the Plan in 1999 and
1998, respectively for $1,703,508 and $1,702,992,
respectively. The Plan also earned cash dividends on its
CCBF shares of $1,088,637 and $1,125,954 in 1999 and
1998, respectively.
The Plan purchased 36,484 and 123,753 units of the CCB
Bond Fund, a mutual fund of the Bank, at a cost of
$371,588 and $1,267,461 during 1999 and 1998,
respectively. The Plan sold 662,692 and 156,881 units of
the CCB Bond Fund resulting in proceeds of $6,679,624
and $1,607,938 during 1999 and 1998, respectively. The
CCB Bond Fund was terminated effective May 27, 1999, and
the balance of $5,803,261 was transferred to the Strong
Government Securities Fund.
The Plan has a depository relationship with the Bank.
Administrative expenses of the Plan are paid by CCBF.
(13) Subsequent Event
On April 1, 2000, net assets of $15,672,686 were
transferred into the Plan from the American Federal
Bank, FSB 401(k) Retirement Savings Plan. American
Federal Bank is a wholly-owned subsidiary of CCBF.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
Par
value,
shares Identity of party Current
or units and description of assets Cost value
- --------- ----------------------------- ------- --------
-
510,693 Strong Government Securities Fund $ 5,314,807 5,147,786
*CCB Financial Corporation Common
1,004,860 Stock 23,210,871 43,774,214
61,903 Dodge and Cox Balanced Fund 4,196,341 4,067,625
30,310 Janus Worldwide Fund 1,443,425 2,316,573
15,306 Managers Special Equity Fund 968,284 1,399,316
88,643 Vanguard Index 500 Fund 8,671,394 11,996,075
3,103,631 Vanguard Money Market Fund 3,103,631 3,103,631
Goldman Sachs ILA Class B
513,873 Money Market Mutual Fund 513,873 513,873
-------- --------
$ 47,422,626 72,319,093
========= =========
*Denotes party-in-interest.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Schedule of Reportable Transactions (1)
Year ended December 31, 1999
Aggregate
Identity of selling Aggregate Net
party and Aggregate price or cost of realized
description purchase maturity assets gain
of asset price (2) proceeds (2) sold (2) (loss)
Strong Government
Securities Fund $ 5,803,261 - - -
CCB Bond Fund $ - 5,803,261 5,920,810 (117,549)
(1) This schedule presents nonparticipant-directed
transactions in any security where the aggregate of
such transactions in that security exceeds five percent
of Plan assets at the beginning of the Plan year.
(2) All purchase and sale prices represent market value of
the security on the transaction date, adjusted for
brokerage commissions, if any.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized, in the
City of Durham, State of North Carolina, on June 27, 2000.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
(The Plan)
By: ADMINISTRATIVE COMMITTEE,
CCB Financial Corporation
Retirement Savings Plan
(Plan Administrator)
By: /s/ JOHN J. MISTRETTA
John J. Mistretta
Executive Vice President
CCB Financial Corporation
By: CENTRAL CAROLINA BANK AND
TRUST COMPANY, Trustee
By: /s/ DONALD F. SYLVESTER
Donald F. Sylvester
Vice President
Central Carolina Bank
and Trust Company