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, 1998
( ) 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, 1998 and 1997 and the related audited statements of
changes in net assets available for plan benefits for each of the
years then ended are filed herein.
Item 2. Exhibits
The consent of the Plan's independent auditors to incorporation
by reference of the financial statements is included as Exhibit 23.
CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1998 and 1997
(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, 1998 and 1997 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, 1998 and 1997, 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 fund information
in the statements of net assets available for plan benefits and the
statements of changes in net assets available for plan benefits is
presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules
and fund information 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.
April 30, 1999 /s/ KPMG LLP
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits with
Fund Information
December 31, 1998
1998
Money
Bond Stoc Market
Fund Fund Fund
Assets:
Cash $ - - -
Investments:
Money market funds - - 2,731,494
Mutual funds:
CCB Bond Fund 6,437,416 - -
Dodge and Cox Balanced
Fund - - -
Vanguard Index 500 Fund - 8,907,236 -
Managers Special
Equity Fund - 645,056 -
Janus Worldwide Fund - 917,370 -
Common stock of CCB
Financial Corporation - - -
Total investments 6,437,416 10,469,662 2,731,494
Accrued interest and
dividends receivable - - -
Employee contributions
receivable 6,944 44,168 7,041
Employer contributions
receivable 2,880 17,017 2,637
Net assets available
for plan benefits $6,447,240 10,530,847 2,741,172
Statements of Net Assets Available for Plan Benefits with
Fund Information, continued
December 31, 1998
Balanced CCBF Stock
Fund Fund Total
Assets:
Cash - 456,681 456,681
Investments:
Money market funds - 318,817 3,050,311
Mutual funds:
CCB Bond Fund - - 6,437,416
Dodge and Cox
Balanced Fund 3,263,051 - 3,263,051
Vanguard Index 500 Fund - - 8,907,236
Managers Special Equity Fund - - 645,056
Janus Worldwide Fund - - 917,370
Common stock of CCB
Financial Corporation - 56,198,523 56,198,523
Total investments 3,263,051 56,517,340 79,418,963
Accrued interest and
dividends receivable - 262,451 262,451
Employee contributions
receivable 20,850 87,908 166,911
Employer contributions
receivable 7,687 1,257,385 1,287,606
Net assets available
for plan benefits 3,291,588 58,581,765 81,592,612
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits with
Fund Information, continued
December 31, 1997
1997
Money
Bond Stock Market
Fund Fund Fund
Assets:
Investments:
Money market funds - - 2,363,679
Mutual funds:
CCB Bond Fund 6,712,038 - -
Dodge and Cox
Balanced Fund - - -
Vanguard Index 500 Fund - 6,459,528 -
Managers Special
Equity Fund - 368,018 -
Janus Worldwide Fund - 496,252 -
Common stock of CCB
Financial Corporation - - -
Total investments 6,712,038 7,323,798 2,363,679
Accrued interest and
dividends receivable - - -
Employee contributions
receivable 6,866 28,410 5,349
Employer contributions
receivable 2,951 11,162 2,167
Net assets available
for plan benefits 6,721,855 7,363,370 2,371,195
Statements of Net Assets Available for Plan Benefits with
Fund Information, continued
December 31, 1997
Balanced CCBF Stock
Fund Fund Total
Assets:
Investments:
Money market funds - 387,041 2,750,720
Mutual funds:
CCB Bond Fund - - 6,712,038
Dodge and Cox Balanced
Fund 2,553,230 - 2,553,230
Vanguard Index 500 Fund - - 6,459,528
Managers Special
Equity Fund - - 368,018
Janus Worldwide Fund - - 496,252
Common stock of CCB
Financial Corporation - 54,201,070 54,201,070
Total investments 2,553,230 54,588,111 73,540,856
Accrued interest and
dividends receivable - 200,730 200,730
Employee contributions
receivable 18,089 72,758 131,472
Employer contributions
receivable 7,516 943,988 967,784
Net assets available
for plan benefits 2,578,835 55,805,587 74,840,842
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan
Benefits with Fund Information
For the year ending December 31, 1998
1998
Money
Bond Stock Market
Fund Fund Fund
Additions to net assets
attributed to:
Investment income:
Net appreciation
(depreciation) in fair
value of investments $65,854 1,907,390 -
Interest 416,344 - 118,070
Dividends - 138,216 -
Contributions:
Employer, net of
forfeitures 72,365 413,867 74,493
Employees 230,118 1,162,137 247,973
Funds transferred (275,085) 63,453 765,656
Total additions 509,596 3,685,063 1,206,192
Deductions from net assets
attributed to:
Plan benefits paid (784,211) (517,586) (836,215)
Net increase (decrease)
in net assets (274,615) 3,167,477 369,977
Net assets available for
plan benefits:
Beginning of year 6,721,855 7,363,370 2,371,195
End of year $6,447,240 10,530,847 2,741,172
Statements of Changes in Net Assets Available for Plan
Benefits with Fund Information, continued
For the year ending December 31, 1998
CCBF
Balanced Stock
Fund Fund Total
Additions to net assets
attributed to:
Investment income:
Net appreciation
(depreciation) in fair
value of investments (91,398) 3,418,036 5,299,882
Interest - 18,866 553,280
Dividends 271,800 1,125,954 1,535,970
Contributions:
Employer, net of
forfeitures 204,163 2,137,606 2,902,494
Employees 533,630 2,733,695 4,907,553
Funds transferred (16,263) (537,761) -
Total additions 901,932 8,896,396 15,199,179
Deductions from net assets
attributed to:
Plan benefits paid (189,179)(6,120,218) (8,447,409)
Net increase (decrease)
in net assets 712,753 2,776,178 6,751,770
Net assets available for
plan benefits:
Beginning of year 2,578,835 55,805,587 74,840,842
End of year 3,291,588 58,581,765 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 with Fund Information
For the year ending December 31, 1997
1997
Money
Bond Stock Market
Fund Fund Fund
Additions to net assets
attributed to:
Investment income:
Net appreciation
(depreciation) in fair
value of investments $ 242,490 1,452,809 66,677
Interest 417,638 42,535 71,822
Dividends - 171,309 -
Contributions:
Employer, net of
forfeitures 61,259 229,544 47,065
Employees 238,744 750,118 185,583
Funds transferred 2,653,200 (158,706) (501,140)
Total additions
(deductions) 3,613,331 2,487,609 (129,993)
Deductions from net assets
attributed to:
Plan benefits paid (761,528) (381,112) (548,082)
Net increase (decrease)
in net assets 2,851,803 2,106,497 (678,075)
Net assets available for
plan benefits:
Beginning of year 3,870,052 5,256,873 3,049,270
End of year $ 6,721,855 7,363,370 2,371,195
Statements of Changes in Net Assets Available for Plan
Benefits with Fund Information, continued
For the year ending December 31, 1997
Balanced CCBF Stock
Fund Fund Total
Additions to net assets
attributed to:
Investment income:
Net appreciation
(depreciation) in fair
value of investments (811,596) 20,254,356 21,204,736
Interest 11,632 7,870 551,497
Dividends 327,322 927,860 1,426,491
Contributions:
Employer, net of
forfeitures 530,282 1,431,276 2,299,426
Employees 583,589 1,746,841 3,504,875
Funds transferred (14,185,356) 12,192,002 -
Total additions
(deductions) (13,544,127) 36,560,205 28,987,025
Deductions from net assets
attributed to:
Plan benefits paid (442,855) (2,480,091) (4,613,668)
Net increase (decrease)
in net assets (13,986,982) 34,080,114 24,373,357
Net assets available for
plan benefits:
Beginning of year 16,565,817 21,725,473 50,467,485
End of year 2,578,835 55,805,587 74,840,842
See accompanying notes to financial statements.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
1. Description of the 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
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.
Investment Valuation and Income Recognition
Investments in mutual funds are valued at fair value based on quoted
market prices of the underlying fund securities. 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.
Payment of Benefits
Benefits are recorded when paid.
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.
Reclassifications
Certain reclassifications have been made in order to make the 1997
presentation conform with the current year. These reclassifications
had no effect on net assets available for plan benefits.
3. Participation in the Plan
Under 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 and
$9,500 per employee in 1998 and 1997, respectively.
In addition, the Board of Directors may grant profit sharing
contributions to the Plan. Such contributions were made in 1998 and
1997 totaling $1,222,953 and $915,187, 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 contain investments in bonds, common and preferred stocks, and
money market funds. 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
The Plan shifted to daily valuation beginning July 1, 1997.
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 1998 and 1997, the Plan's investments (including investments
bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
1998 1997
Common stock of CCB Financial
Corporation $3,418,036 20,254,356
CCB Bond Fund 65,854 242,490
Dodge and Cox Balanced Fund (91,398) (811,596)
Janus Worldwide Fund 123,543 (41,016)
Managers Special Equity Fund 6,931 6,473
Vanguard Index 500 Fund 1,776,916 1,487,352
Vanguard Money Market Fund - 66,677
$5,299,882 21,204,736
Investments exceeding five percent of Plan assets at December 31, 1998
and 1997 are as follows:
1998 1997
Units, Units,
shares or Fair shares or Fair
par value value par value value
Common stock of
CCB Financial
Corporation 985,939 $56,198,523 1,008,392 $54,201,070
CCB Bond Fund 626,208 6,437,416 659,336 6,712,038
Vanguard Index
500 Fund 78,168 8,907,236 71,717 6,459,528
Other - 7,875,788 - 6,168,220
$79,418,963 $ 73,540,856
10. 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.
11. 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 27,255 and 181,550 shares of common stock of CCBF
at a cost of $2,731,576 and $6,296,489 in 1998 and 1997 respectively.
25,198 and 33,080 shares of CCBF common stock were sold by the Plan in
1998 and 1997, respectively for $1,702,992 and $1,316,506,
respectively. The Plan also earned cash dividends on its CCBF shares
of $1,125,954 and $927,860 in 1998 and 1997, respectively.
The Plan purchased 123,753 and 100,140 units of the CCB Bond Fund, a
mutual fund of the Bank, at a cost of $1,267,461 and $1,004,022 during
1998 and 1997, respectively. The Plan sold 156,881 and 400,734 units
of the CCB Bond Fund resulting in proceeds of $1,607,938 and
$4,003,186 during 1998 and 1997, respectively.
The Plan purchased 14,956 units of 111 Corcoran Equity Fund, a mutual
fund of the Bank at a cost of $245,000 during 1997. The Plan sold
3,284 units of 111 Corcoran Equity Fund resulting in proceeds of
$53,000 during 1997. The 111 Corcoran Equity Fund was terminated
effective April 1, 1997. The fund balance was transferred to the
Vanguard Index 500 Fund.
The Plan has a depository relationship with the Bank. Administrative
expenses of the Plan are paid by CCBF.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
Par value,
shares Identity of party Current
or units and description of assets Cost value
626,208 *Central Carolina Bank and
Trust,
CCB Bond Fund $6,382,447 6,437,416
985,939 *CCB Financial Corporation
Common Stock 20,924,268 56,198,523
50,031 Dodge and Cox Balanced Fund 3,361,053 3,263,051
19,370 Janus Worldwide Fund 802,886 917,370
10,537 Managers Special Equity Fund 636,134 645,056
78,168 Vanguard Index 500 7,238,548 8,907,236
2,731,494 Vanguard Money Market Fund 2,731,494 2,731,494
Goldman Sachs ILA Class B
318,817 Money Market Mutual Fund 318,817 318,817
$42,395,647 79,418,963
*Denotes party-in-interest
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions (1)
For the year ended December 31, 1998
Aggregate Aggregate
Identity of party Aggregate selling price cost of Net
and description purchase or maturity assets realized
of asset price (2) proceeds (2) sold (2) gain (loss)
CCB Financial Corporation
Common Stock $2,731,576 1,702,992 1,668,817 34,175
Goldman Sachs ILA
Class B Money
Market Mutual Fund 8,569,868 8,638,092 8,638,092 -
(1) This schedule presents 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 24, 1999.
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
(The Plan)
By: ADMINISTRATIVE COMMITTEE,
CCB Financial Corporation
Retirement Savings Plan
(Plan Administrator)
By: JOHN J. MISTRETTA
John J. Mistretta
Executive Vice President
CCB Financial Corporation
By: CENTRAL CAROLINA BANK AND
TRUST COMPANY, Trustee
By: DONALD F. SYLVESTER
Donald F. Sylvester
Vice President
Central Carolina Bank and
Trust Company