UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 1, 1997
CCB Financial Corporation
(Exact name of registrant as specified in its charter)
North Carolina 0-12358 56-1347849
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
111 Corcoran Street, Post Office Box 931, Durham, NC 27702
(Address of principal executive offices)
Registrant's telephone number, including area code (919) 683-7777
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On August 1, 1997, the Registrant's merger with American Federal
Bank, FSB ("American Federal"), of Greenville, South Carolina, was
completed. American Federal had assets totaling $1.3 billion as of
June 30, 1997. The transaction, which has an indicated value of
approximately $410.3 million, was consummated through a tax-free
exchange of stock accounted for as a pooling-of-interests. In
accordance with the terms of the merger agreement, .445 shares of the
Registrant's common stock was issued for each share of American
Federal outstanding or approximately 4.9 million shares. American
Federal will continue to operate as a separate subsidiary of the
Registrant.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
The following financial statements are incorporated by
reference:
(i) Audited consolidated financial statements of American
Federal Bank, FSB as of December 31, 1996 and 1995 and
for the three years ended December 31, 1996 are
incorporated by reference from Exhibit 99.1 of the
Registrant's Current Report on Form 8-K dated April 21,
1997.
(ii) Unaudited interim balance sheets of American Federal
Bank, FSB as of March 31, 1997, December 31, 1996 and
March 31, 1996 and the related unaudited interim
statements of income and cash flows for the three-month
periods ended March 31, 1997 and 1996 are incorporated
by reference from Exhibit 99.1 of the Registrant's
Current Report on Form 8-K dated May 13, 1997.
(b) Pro forma financial information
The following unaudited pro forma financial statements are
incorporated by reference from pages 52 through 58 of the
Registrant's Pre-Effective Amendment No. 1 to Registration
Statement No. 333-25705 on Form S-4:
(i) Pro forma combined condensed balance sheet of CCB
Financial Corporation and subsidiaries as of March 31,
1997.
(ii) Pro forma combined condensed statement of income of CCB
Financial Corporation and subsidiaries for the three-
month period ended March 31, 1997.
(iii) Pro forma combined condensed statement of income of CCB
Financial Corporation and subsidiaries for the three-
month period ended March 31, 1996.
(iv) Pro forma combined condensed statement of income of CCB
Financial Corporation and subsidiaries for the year
ended December 31, 1996.
(v) Pro forma combined condensed statement of income of CCB
Financial Corporation and subsidiaries for the year
ended December 31, 1995.
(vi) Pro forma combined condensed statement of income of CCB
Financial Corporation and subsidiaries for the year
ended December 31, 1994.
(c) Exhibits
2 Agreement and Plan of Reorganization between CCB
Financial Corporation and American Federal Bank, FSB is
incorporated by reference from Appendix A of the
Registrant's Pre-Effective Amendment No. 1 to
Registration Statement No. 333-25705 on Form S-4.
10.1 Employment agreement between William L. Abercrombie, Jr.
and CCB Financial Corporation.
10.2 Employment agreement between William L. Abercrombie, Jr.
and American Federal Bank, FSB.
10.3 Employment agreement between Michael A. Trimble and CCB
Financial Corporation.
10.4 Employment agreement between Michael A. Trimble and
American Federal Bank, FSB.
99.1 Press release by CCB Financial Corporation dated August
1, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
CCB FINANCIAL CORPORATION
Date: August 7, 1997 By: /s/ W. HAROLD PARKER, JR.
W. Harold Parker, Jr.
Senior Vice President and
Controller
EXHIBIT INDEX
Exhibit No.
2 Agreement and Plan of Reorganization between CCB Financial
Corporation and American Federal Bank, FSB is incorporated
by reference from Appendix A of the Registrant's Pre-
Effective Amendment No. 1 to Registration Statement No.
333-25705 on Form S-4.
10.1 Employment agreement between William L. Abercrombie, Jr.
and CCB Financial Corporation.
10.2 Employment agreement between William L. Abercrombie, Jr.
and American Federal Bank, FSB.
10.3 Employment agreement between Michael A. Trimble and CCB
Financial Corporation.
10.4 Employment agreement between Michael A. Trimble and
American Federal Bank, FSB.
99.1 Press release by CCB Financial Corporation dated August 1, 1997.