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) October 1, 1998
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 Number) Identification No.)
of 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 5. Other Events.
Effective October 1, 1998, the Board of Directors of the
Registrant amended and restated the 1990 Shareholder Rights Plan
(the "Rights Plan") to extend its term and to make other changes
the Board concluded were necessary to update the original Rights
Plan. The Board's primary purpose in modifying and continuing the
Rights Plan is to require, with certain specified exceptions, any
potential acquirors of more than specified percentages of the
outstanding voting shares of the Registrant to negotiate directly
with the Board so that the Board can determine, after consultation
with its professional advisors, whether such acquisition would be
in the shareholders' best interests.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 3 Supplement to the Amended and
Restated Articles of Incorporation.
Exhibit 4.1 Specimen of Registrant's Common
Stock certificate.
Exhibit 4.2 Amended and Restated Rights
Agreement between CCB Financial Corporation and
Central Carolina Bank and Trust Company dated as
of October 1, 1998.
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: October 1, 1998 By: /s/ ERNEST C. ROESSLER
Ernest C. Roessler
Chairman, President and
Chief Executive Officer
Date: October 1, 1998 By: /s/ W. HAROLD PARKER, JR.
W. Harold Parker, Jr.
Senior Vice President and
Chief Accounting Officer
Exhibit Index
Exhibit 3 Supplement to the Amended and
Restated Articles of Incorporation.
Exhibit 4.1 Specimen of Registrant's Common
Stock certificate.
Exhibit 4.2 Amended and Restated Rights
Agreement between CCB Financial Corporation and
Central Carolina Bank and Trust Company dated as
of October 1, 1998.