SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): September 4, 1996
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CENTURA BANKS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
North Carolina 1-10646 56-1688522
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(State of Incorporation)(Commission File Number)(IRS Employer Identification No.)
134 North Church Street, Rocky Mount, North Carolina 27804
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (919) 977-4400
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N/A
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(Former name or former address, if changed since last report)
Centura Banks, Inc.
Item 2. Acquisition or Disposition of Assets.
As additional information to security holders and investors, the Registrant,
pursuant to Article 11, Rule 11-01(a)(8), of Regulation S-X, is providing pro
forma financial information as identified in Item 7. This filing is made as an
amendment to and replacement for the Form 8-K dated and signed as of September
4, 1996.
Item 7. Financial statements and Exhibits.
(b) Pro Forma financial information.
The following unaudited pro forma combined condensed balance sheet as of June
30, 1996, and the unaudited pro forma combined condensed income statements for
the six months ended June 30, 1996, and for the year ended December 31, 1995,
give effect to the affiliation with Centura Banks, Inc. ("Centura") of First
Community Bank, Gastonia, North Carolina ("FCB"), and the purchase of 49 percent
interest in First Greensboro Home Equity, Inc., ("EqInt"), presented under the
purchase method of accounting, which requires that all assets and liabilities be
adjusted to their estimated fair value as of the date of the acquisition. In
connection with the acquisition of FCB, management anticipates that it will
acquire up to 100 percent of the shares to be exchanged in the combination, as
approved by Centura's Board of Directors. The pro forma financial information
presented herein gives effect to the possible purchase by Centura of these
shares. Pro forma adjustments to the balance sheet are computed as if the
transactions occurred at June 30, 1996, while pro forma adjustments to the
income statements presented are computed as if the transactions were consummated
at January 1, 1995.
Additionally, the unaudited pro forma combined condensed balance sheet as of
June 30, 1996, and the unaudited pro forma combined condensed income statements
for the six months ended June 30, 1996, and for each of the years in the
three-year period ended December 31, 1995, combine the historical financial
statements of Centura with FirstSouth Bank, Burlington, North Carolina ("FSB")
and CLG, Inc., Raleigh, North Carolina ("CLG"), after giving effect to the
merger of both entities using the pooling-of-interests method of accounting. Pro
forma adjustments to the balance sheet are computed as if the transactions
occurred at June 30, 1996, while pro forma adjustments to the income statements
are computed as if the transactions were consummated on January 1 of the
earliest period presented. The historical information presented for Centura has
been restated to include the effects of the First Commercial Holding Corp.
merger that was consummated on February 27, 1996, and accounted for using the
pooling-of-interests method of accounting.
The pro forma statements are provided for informational purposes only. The pro
forma fully combined financial information set forth herein reflects the
consummation of the acquisitions noted above as presently contemplated, which
event is in Centura's judgment, most likely to occur. The pro forma financial
information is not necessarily indicative of actual results that would have been
achieved had the transaction been consummated on June 30, 1996, or at the
beginning of the periods presented, and is not necessarily indicative of future
results. The pro forma statements should be read in conjunction with the audited
consolidated financial statements of Centura and the notes thereto included in
Centura's annual report on Form 10-K for the year ended December 31, 1995, and
Centura's quarterly reports on Form 10-Q for the quarter ended June 30, 1996.
CENTURA BANKS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET As of June 30, 1996 (in
thousands, except share and per share data)
Purchases
Historical ------------------------------------------
Centura Pro forma
Banks, Inc. Historical FCB EqInt/ Registrant/
(Registrant) FCB Adjustments Adjmts FCB/EqInt
-------------------------------------------------------------------------
(1,2) (1,3) (3) (1,6)
ASSETS
Cash and due from banks $ 213,693 3,496 (231) (3c) 174,903
(12,805) (3b) (29,250)(6a)
Investment securities:
Available for sale 1,064,137 22,503 - 1,086,640
Held to maturity 246,765 - - 246,765
Other interest-earning assets 32,901 9,875 - 42,776
Loans and leases 3,829,120 82,864 - 3,911,984
Less allowance for loan & lease losses 56,297 1,239 - 57,536
-----------------------------------------------------------------------
Net loans 3,772,823 81,625 - - 3,854,448
Bank premises and equipment 87,599 2,114 - 89,713
Other assets 213,165 1,740 15,855 (3c) 29,250 (6a) 260,010
=======================================================================
Total assets $5,631,083 121,353 2,819 - 5,755,255
=======================================================================
LIABILITIES
Deposits:
Demand, noninterest-bearing 645,354 12,675 - 658,029
Interest-bearing 3,629,922 86,470 - 3,716,392
-----------------------------------------------------------------------
Total deposits 4,275,276 99,145 - - 4,374,421
Borrowed funds 655,334 8,720 - 664,054
Long-term debt 233,668 - - 233,668
Other liabilities 67,931 986 - 68,917
-----------------------------------------------------------------------
Total liabilities 5,232,209 108,851 - - 5,341,060
----------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common stock 157,899 3,370 (3,370)(3c) 173,355
28,261 (3c)
(12,805)(3b)
Additional paid in capital - 4,582 (4,582)(3c) -
Common stock acquired by ESOP (467) - - (467)
Unrealized securities gains (losses), net (9,975) (135) - (10,110)
Retained earnings 251,417 4,685 (4,685)(3c) 251,417
-----------------------------------------------------------------------
Total shareholders' equity 398,874 12,502 2,819 - 414,195
-----------------------------------------------------------------------
Total liabilities & shareholders' equity $5,631,083 121,353 2,819 - 5,755,255
=======================================================================
Outstanding common shares 22,499,295 (3b) 808,793 22,908,585 (3b)
Book value per share $ 17.73 15.46 18.08
Pooling Pooling
------------------------- Pro forma -----------------------
Registrant/ Pro forma
Historical FSB FCB/EqInt/ Historical CLG Fully
FSB Adjustments FSB CLG Adjustments Combined
-------------------------------------------------------------------------------
(1) (4) (1,5) (5)
ASSETS
Cash and due from banks 6,254 - 181,157 - - 181,157
Investment securities:
Available for sale 13,861 - 1,100,501 - - 1,100,501
Held to maturity 14,722 - 261,487 - - 261,487
Other interest-earning assets 6,253 - 49,029 - - 49,029
Loans and leases 131,799 - 4,043,783 97,403 (14,569) (5c) 4,126,617
Less allowance for loan & lease losses 1,714 - 59,250 135 - 59,385
-------------------------------------------------------------------------------
Net loans 130,085 - 3,984,533 97,268 (14,569) 4,067,232
Bank premises and equipment 4,009 - 93,722 16,875 12,341 (5c) 122,938
Other assets 2,596 - 262,606 9,760 - 272,366
-
===============================================================================
Total assets 177,780 - 5,933,035 123,903 (2,228) 6,054,710
===============================================================================
LIABILITIES
Deposits:
Demand, noninterest-bearing 19,894 - 677,923 - 677,923
Interest-bearing 139,033 - 3,855,425 - 3,855,425
--------------------------------------------------------------------------------
Total deposits 158,927 - 4,533,348 - 4,533,348
Borrowed funds - - 664,054 227 (227) (5c) 664,054
Long-term debt - - 233,668 92,511 (2,001) (5c) 324,178
Other liabilities 1,729 - 70,646 11,501 82,147
-
-------------------------------------------------------------------------------
Total liabilities 160,656 - 5,501,716 104,239 (2,228) 5,603,727
-------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common stock 6,119 9,271 (4b) 188,745 5 - 188,750
Additional paid in capital 9,271 (9,271)(4b) - - - -
Common stock acquired by ESOP - - (467) - - (467)
Unrealized securities gains (losses), net (68) - (10,178) - - (10,178)
Retained earnings 1,802 - 253,219 19,659 - 272,878
-------------------------------------------------------------------------------
Total shareholders' equity 17,124 - 431,319 19,664 - 450,983
-------------------------------------------------------------------------------
Total liabilities & shareholders' equity 177,780 - 5,933,035 123,903 (2,228) 6,054,710
===============================================================================
Outstanding common shares 1,835,841 23,936,65(4a) 5,000 25,598,628(5a)
Book value per share 9.33 18.02 3,932.80 17.62
See notes to unaudited pro forma combined condensed balance sheet - June 30,
1996.
CENTURA BANKS, INC.
Notes To Unaudited Pro Forma Combined Condensed Balance Sheet
As of June 30, 1996
(1) In the opinion of management of the respective companies included above, all
adjustments considered necessary for a fair presentation of the financial
position and results for the period presented have been included. Adjustments,
if any, are normal and recurring in nature.
(2) Centura's historical information has been restated for the First Commercial
Holding Corp. merger that was consummated February 27, 1996 and was accounted
for as a pooling-of-interests.
(3) First Community Bank, Gastonia, NC ("FCB"):
a)The acquisition of FCB, accounted for under the purchase method of
accounting, was consummated on August 16, 1996. through the issuance of 776,441
shares of Centura common stock. The historical data and pro forma adjustments
reflect the actual consummation of this transaction.
b)The transaction was consummated through the issuance of 776,441 shares of
Centura common stock. Approximately 409,290 of the shares issued were already
repurchased through June 30, 1996. Such repurchase plan was approved by
Centura's board concurrent with and as a result of the approval to acquire
FCB. The pro forma adjustments reflect the assumption that simultaneously
with the acquisition, Centura will complete its repurchase of up to 100% of the
shares (i.e. approximately 367,000 shares). Such completion of the share
repurchase program, previously approved under separate action by Centura's
board of directors, will not in actuality occur simultaneously with the
consummation of the acquisition and may result in less than a 100% repurchase.
It is assumed Centura will utilize liquid assets currently available to fund
the repurchase of shares (i.e. 367,151*$34.875/share or $12,805,000).
c)Goodwill of approximately $15.9 million was recorded, representing the
excess of cost over estimated fair value of the net assets acquired as
follows:
$27,078,000 value for shares issued (776,441 issued shares * $34.875/share)
+ 1,183,000 value for options converted (61,632 options converted
- ----------- * ($34.875-$15.69 exercise price))
$28,261,000
+ 231,000 direct costs of the acquisition
- -----------
$28,492,000
- -12,637,000 estimated fair value of net assets acquired
- -----------
$15,855,000 Goodwill
(4) FirstSouth Bank, Burlington, NC ("FSB"):
a)The merger of FSB is presented under the pooling-of-interests method of
accounting, with the issuance of an estimated 1,028,070 shares of Centura common
stock for the outstanding shares of FSB, given an exchange ratio of .56 share of
Centura common stock for each share of FSB common stock. b)Since Centura's stock
has no par value, FSB's additional paid in capital of $9,271,000 is reclassified
to common stock.
(5) CLG, Inc., Raleigh, NC ("CLG"):
a) The merger of CLG is presented under the pooling-of-interests method of
accounting, with the issuance of an estimated 1,661,972 shares of Centura common
stock for the outstanding shares of CLG, given an exchange ratio of 332.3944
shares of Centura common stock for each share of CLG common stock. b) Since CLG
is on a fiscal year ending January 31, the data included is the financial
position of CLG at 7/31/96. c) Adjustments have been made to eliminate and
reclassify intercompany business as follows: $12,341,000 Leases between CLG &
Centura reclassified from loans & leases to
bank premises and equipment.
$2,001,000 Loan to CLG from Centura (and corresponding Note Payable of
CLG)eliminated.
$ 227,000 Short term line to CLG from Centura (and corresponding
borrowing of CLG) eliminated.
(6)First Greensboro Home Equity, Inc., Greensboro, NC ("First Greensboro"):
a) The cash purchase of 49 percent interest in First Greensboro ("EqInt")
for approximately $29 million will be accounted for as an unconsolidated
subsidiary, as First Greensboro's selling shareholders will retain controlling
interest of the company.
CENTURA BANKS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT For the Six Months Ended
June 30, 1996 (in thousands, except share and per share data)
Centura Purchase
------------------------------------------------------------ Pro forma
Banks, Inc. Historical FCB EqInt/ Registrant/
(Registrant) FCB Adjustments Adjustments FCB/EqInt
---------------------------------------------------------------------------
(1,2) (1) (3,4) (1,3,7)
Interest income 215,915 4,873 220,788
Interest expense 101,229 2,195 103,424
---------------------------------------------------------------------------
Net interest income 114,686 2,678 - - 117,364
Provision for loan losses (PFLL) 4,325 144 4,469
---------------------------------------------------------------------------
Net interest income after PFLL 110,361 2,534 - - 112,895
Noninterest income 38,767 421 (1,146) (7a) 38,042
Noninterest expense 97,508 1,900 529 (4b) 956 (7b) 100,893
---------------------------------------------------------------------------
Income before income taxes 51,620 1,055 (529) (2,102) 50,044
Income taxes 19,196 307 - (4b) (92) (7b,7c) 19,411
---------------------------------------------------------------------------
Net income 32,424 748 (529) (2,010) 30,633
===========================================================================
Earnings per common share:
Primary 1.39 0.97 1.30
Fully diluted 1.39 0.97 1.30
Average common shares:
Primary 23,257,200 771,817 23,647,778 (4c,7d)
Fully diluted 23,257,200 771,817 23,647,778 (4c,7d)
Pooling Pooling
----------- Pro forma --------------- Pro forma
Historical Registrant/ Historical Fully
FSB FCB/EqInt/FSB CLG Combined
------------------------------------------------------------------
(1,5) (1,6)
Interest income 6,828 227,616 5,713 233,329
Interest expense 3,071 106,495 3,490 109,985
------------------------------------------------------------------
Net interest income 3,757 121,121 2,223 123,344
Provision for loan losses (PFLL) 125 4,594 - 4,594
------------------------------------------------------------------
Net interest income after PFLL 3,632 116,527 2,223 118,750
Noninterest income 606 38,648 10,056 48,704
Noninterest expense 2,665 103,558 9,632 113,190
------------------------------------------------------------------
Income before income taxes 1,573 51,617 2,647 54,264
Income taxes 549 19,960 1,061 21,021
------------------------------------------------------------------
Net income 1,024 31,657 1,586 33,243
==================================================================
Earnings per common share:
Primary 0.52 1.28 317.20 1.26
Fully diluted 0.51 1.28 317.20 1.26
Average common shares:
Primary 1,976,682 24,754,720 (5a) 5,000 26,416,692 (6b)
Fully diluted 1,994,926 24,764,937 (5a) 5,000 26,426,909 (6b)
- -----------------------------------------
See notes to unaudited pro forma combined condensed income statement - Six
Months Ended June 30, 1996.
CENTURA BANKS, INC.
Notes To Unaudited Pro Forma Combined Condensed Income Statement
For the Six Months Ended June 30, 1996
(1) In the opinion of management of the respective companies included above, all
adjustments considered necessary for a fair presentation of the financial
position and results for the period presented have been included. Adjustments,
if any, are normal and recurring in nature.
(2) Centura's historical information has been restated for the First Commercial
Holding Corp. merger that was consummated February 27, 1996 and was accounted
for as a pooling-of-interests.
(3) Pro forma adjustments have been computed assuming that the transactions
presented were completed 1/1/95.
(4) First Community Bank, Gastonia, NC ("FCB"):
4a) The pro forma adjustments assume that, simultaneously with the acquisition,
Centura repurchased or completed its repurchase of 100% of the shares to be
issued in connection with the FCB acquisition and that there was no price
differential between the stock issued and the stock repurchased.
4b) Amortization of goodwill of $15,855,000 is over a 15-year period (the period
estimated to be benefited) using straight-line method ($529,000 for 6 months).
Such amortization is not deductible for tax purposes; thus, no adjustment is
made for tax benefit of this expense.
4c) Pro forma share and per share data are computed assuming the application
of a .96 exchange ratio to the historical average shares, adjusted for
shares remaining to be repurchased simultaneously upon consummation (i.e. net
income of 52.7% * (.96*771,817) or 390,478 Centura shares). Refer to Note 3 of
notes to unaudited pro forma combined condensed balance sheet.
(5) FirstSouth Bank, Burlington, NC ("FSB"):
5a) The merger of FSB is presented under the pooling-of-interests method of
accounting, with the application of a .56 exchange ratio to the historical
primary & fully diluted shares of FSB.
(6) CLG, Inc., Raleigh, NC ("CLG"):
6a) Since CLG's fiscal year ends January 31, the above includes the six-month
period ending 7/31/96. Adjustments to eliminate and reclassify intercompany
business are not material.
6b) The merger of CLG is presented under the pooling-of-interests method
of accounting, with the application of a 332.3944 exchange ratio to the
historical primary & fully diluted shares of CLG.
(7) 49% Interest in First Greensboro Home Equity, Greensboro, NC ("EqInt"):
7a) The 49% share of Fist Greensboro's net loss (-$1,146,000) is included
under noninterest income. Without a one-time prepayment penalty incurred by
First Greensboro in 1996, Centura's 49% share of net income, tax effected,
would have been $290,000.
7b) The excess of Centura's cost of this investment over 49% of Centura's
equity in the net assets of First Greensboro will be recognized on a straight-
line basis over 15 years ($956,000 for 6 months), which is not
considered deductible for tax purposes.
7c) Taxes of 40% are applied to 20% (after the dividend received deduction)
of the $1,146,000 loss, resulting in $92,000 tax benefit.
7d) There are no shares issued in this cash purchase transaction.
CENTURA BANKS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT For the Year Ended
December 31, 1995 (in thousands, except share and per share data)
Purchases
Centura ------------------------------------------ Pro forma
Banks, Inc. Historical FCB EqInt/ Registrant/
(Registrant) FCB Adjustments Adjustments FCB/EqInt
-----------------------------------------------------------------------
(1,2) (1) (3,4) (1,3,7)
Interest income 394,831 9,178 404,009
Interest expense 181,593 4,059 185,652
-----------------------------------------------------------------------
Net interest income 213,238 5,119 - - 218,357
Provision for loan losses (PFLL) 7,709 577 8,286
-----------------------------------------------------------------------
Net interest income after PFLL 205,529 4,542 - - 210,071
Noninterest income 60,703 762 716 (7a) 62,181
Noninterest expense 173,184 3,418 1,057 (4b) 1,913 (7b) 179,572
-----------------------------------------------------------------------
Income before income taxes 93,048 1,886 (1,057) (1,197) 92,680
Income taxes 33,334 542 - (4b) 57 (7b,7c) 33,933
-----------------------------------------------------------------------
Net income 59,714 1,344 (1,057) (1,254) 58,747
=======================================================================
Earnings per common share:
Primary 2.54 1.73 2.49
Fully diluted 2.54 1.70 2.49
Average common shares:
Primary 23,548,920 774,741 23,548,920 (4c,7d)
Fully diluted 23,595,644 788,590 23,595,644 (4c,7d)
- --------------------------
Pooling Pro forma Pooling
----------- Registrant/ ---------- Pro forma
Historical FCB/EqInt/ Historical Fully
FSB FSB CLG Combined
--------------------------------------------------
(1,5) (1,6)
Interest income 12,419 416,428 11,276 427,704
Interest expense 5,628 191,280 6,272 197,552
--------------------------------------------------
Net interest income 6,791 225,148 5,004 230,152
Provision for loan losses (PFLL) 195 8,481 -- 8,481
--------------------------------------------------
Net interest income after PFLL 6,596 216,667 5,004 221,671
Noninterest income 1,125 63,306 19,752 83,058
Noninterest expense 4,906 184,478 19,545 204,023
--------------------------------------------------
Income before income taxes 2,815 95,495 5,211 100,706
Income taxes 1,002 34,935 2,085 37,020
--------------------------------------------------
Net income 1,813 60,560 3,126 63,686
==================================================
Earnings per common share:
Primary 0.95 2.46 625.20 2.42
Fully diluted 0.93 2.45 625.20 2.42
Average common shares:
Primary 1,912,278 24,619,796 (5b) 5,000 26,281,768 (6b)
Fully diluted 1,940,321 24,682,224 (5b) 5,000 26,344,196 (6b)
- ---------------------------------------------
See notes to unaudited pro forma combined condensed income statement - Year
Ended December 31, 1995
CENTURA BANKS, INC.
Notes To Unaudited Pro Forma Combined Condensed Income Statement
For the Year Ended December 31, 1995
(1) In the opinion of management of the respective companies included above, all
adjustments considered necessary for a fair presentation of the financial
position and results for the period presented have been included. Adjustments,
if any, are normal and recurring in nature.
(2) Centura's historical 1995 information has been restated for the First
Commercial Holding Corp. merger that was consummated February 27, 1996 and was
accounted for as a pooling-of-interests.
(3) Pro forma adjustments have been computed assuming that the transactions
presented were completed 1/1/95.
(4) First Community Bank, Gastonia, NC ("FCB"):
4a) The pro forma adjustments assume that, simultaneously with the acquisition,
Centura repurchased or completed its repurchase of 100% of the shares to be
issued in connection with the FCB acquisition and that there was no price
differential between the stock issued and the stock repurchased.
4b) Amortization of goodwill of $15,855,000 is over a 15-year period (the
period estimated to be benefited) using straight-line method
($1,057,000/year). Such amortization is not deductible for tax purposes; thus,
no adjustment is made for tax benefit of this expense.
4c) Pro forma share and per share data are computed assuming the application of
a .96 exchange ratio to the historical primary & fully diluted shares
noted above, less an equivalent number of shares repurchased
simultaneously upon consummation.
(5) FirstSouth Bank, Burlington, NC ("FSB"):
5a) Historical FSB per share amounts and average common shares have been
restated to reflect the 5% stock dividend declared by FSB in first quarter 1996.
5b) The merger of FSB is presented under the pooling-of-interests method of
accounting, with the application of a .56 exchange ratio to the historical
primary & fully diluted shares noted above.
(6) CLG, Inc., Raleigh, NC ("CLG"):
6a) Since CLG's fiscal year ends January 31, the above includes the 12-month
period ending 1/31/96. Adjustments to eliminate and reclassify intercompany
business are not material.
6b) The merger of CLG is presented under the pooling-of-interests method
of accounting, with the application of a 332.3944 exchange ratio to the
historical primary & fully diluted shares noted above.
(7) 49% Interest in First Greensboro Home Equity, Greensboro, NC ("EqInt"):
7a) The 49% share of Fist Greensboro's net income ($716,000) is included
under noninterest income.
7b) The excess of Centura's cost of this investment over 49% of Centura's
equity in the net assets of First Greensboro will be recognized on a straight-
line basis over 15 years ($1,913,000/year), which is not considered deductible
for tax purposes.
7c) Taxes of 40% are applied to 20% (after the dividend received deduction)
of the $716,000 income, resulting in $57,000 tax expense.
7d) There are no shares issued in this cash purchase transaction.
CENTURA BANKS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT For the Year Ended
December 31, 1994 (in thousands, except share and per share data)
Centura Pro forma Pro forma
Banks, Inc. Historical Registrant/ Historical Fully
(Registrant) FSB FSB CLG Combined
--------------------------------------------------------------
(1,2) (1,3) (1,4)
Interest income 305,123 9,316 314,439 10,511 324,950
Interest expense 114,578 3,533 118,111 5,546 123,657
--------------------------------------------------------------
Net interest income 190,545 5,783 196,328 4,965 201,293
Provision for loan losses (PFLL) 7,005 215 7,220 -- 7,220
--------------------------------------------------------------
Net interest income after PFLL 183,540 5,568 189,108 4,965 194,073
Noninterest income 50,115 1,059 51,174 12,584 63,758
Noninterest expense 152,355 4,412 156,767 13,440 170,207
--------------------------------------------------------------
Income before income taxes 81,300 2,215 83,515 4,109 87,624
Income taxes 29,161 804 29,965 1,884 31,849
--------------------------------------------------------------
Net income 52,139 1,411 53,550 2,225 55,775
==============================================================
Earnings per common share:
Primary 2.31 0.76 2.26 445.00 2.20
Fully diluted 2.30 0.76 2.26 445.00 2.20
Average common shares:
Primary 22,614,210 1,852,092 23,651,382 (3b) 5,000 25,313,354 (4b)
Fully diluted 22,678,421 1,861,036 23,720,601 (3b) 5,000 25,382,573 (4b)
- -----------------------
See notes to unaudited pro forma combined condensed income statement - Year
Ended December 31, 1994
CENTURA BANKS, INC.
Notes To Unaudited Pro Forma Combined Condensed Income Statement
For the Year Ended December 31, 1994
(1) In the opinion of management of the respective companies included above, all
adjustments considered necessary for a fair presentation of the financial
position and results for the period presented have been included. Adjustments,
if any, are normal and recurring in nature.
(2) Centura's historical 1994 information has been restated for the First
Commercial Holding Corp. merger that was consummated February 27, 1996 and was
accounted for as a pooling-of-interests.
(3) FirstSouth Bank, Burlington, NC ("FSB"):
3a) Historical FSB per share amounts and average common shares have been
restated to reflect the 5% stock dividend declared by FSB in first quarter 1996.
3b) The merger of FSB is presented under the pooling-of-interests method of
accounting, with the application of a .56 exchange ratio to the historical
primary & fully diluted shares of FSB.
(4) CLG, Inc., Raleigh, NC ("CLG"):
4a) Since CLG's fiscal year ends January 31, the above includes the 12-month
period ending 1/31/95. Adjustments to eliminate and reclassify intercompany
business are not material.
4b) The merger of CLG is presented under the pooling-of-interests method
of accounting, with the application of a 332.3944 exchange ratio to the
historical primary & fully diluted shares of CLG.
CENTURA BANKS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT For the Year Ended
December 31, 1993 (in thousands, except share and per share data)
Centura Pro forma Pro forma
Banks, Inc. Historical Registrant/ Historical Fully
(Registrant) FSB FSB CLG Combined
---------------------------------------------------------------
(1,2) (1,3) (1,4)
Interest income 264,188 7,819 272,007 10,812 282,819
Interest expense 103,533 3,062 106,595 5,711 112,306
---------------------------------------------------------------
Net interest income 160,655 4,757 165,412 5,101 170,513
Provision for loan losses (PFLL) 8,841 310 9,151 -- 9,151
---------------------------------------------------------------
Net interest income after PFLL 151,814 4,447 156,261 5,101 161,362
Noninterest income 52,459 1,272 53,731 12,911 66,642
Noninterest expense 138,938 3,919 142,857 14,180 157,037
---------------------------------------------------------------
Income before income taxes 65,335 1,800 67,135 3,832 70,967
Income taxes 22,166 659 22,825 3,866 26,691
---------------------------------------------------------------
Net income 43,169 1,141 44,310 (34) 44,276
===============================================================
Earnings per common share:
Primary 2.09 0.64 2.04 (6.80) 1.90
Fully diluted 2.05 0.64 2.00 (6.80) 1.86
Average common shares:
Primary 20,696,145 1,769,616 21,687,130 (3b) 5,000 23,349,102 (4b)
Fully diluted 21,203,238 1,769,616 22,194,223 (3b) 5,000 23,856,195 (4b)
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See notes to unaudited pro forma combined condensed income statement - Year
Ended December 31, 1993
CENTURA BANKS, INC.
Notes To Unaudited Pro Forma Combined Condensed Income Statement
For the Year Ended December 31, 1993
(1) In the opinion of management of the respective companies included above, all
adjustments considered necessary for a fair presentation of the financial
position and results for the period presented have been included. Adjustments,
if any, are normal and recurring in nature.
(2) Centura's historical 1993 information has been restated for the First
Commercial Holding Corp. merger that was consummated February 27, 1996 and was
accounted for as a pooling-of-interests.
(3) FirstSouth Bank, Burlington, NC ("FSB"):
3a) Historical FSB per share amounts and average common shares have been
restated to reflect the 5% stock dividend declared by FSB in first quarter 1996.
3b) The merger of FSB is presented under the pooling-of-interests method of
accounting, with the application of a .56 exchange ratio to the historical
primary & fully diluted shares noted above.
(4) CLG, Inc., Raleigh, NC ("CLG"):
4a) Since CLG's fiscal year ends January 31, the above includes the 12-month
period ending 1/31/94. Adjustments to eliminate and reclassify intercompany
business are not material.
4b) The merger of CLG is presented under the pooling-of-interests method
of accounting, with the application of a 332.3944 exchange ratio to the
historical primary & fully diluted shares noted above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CENTURA BANKS, INC.
Registrant
Date: November 26, 1996 By: /s/ Frank L. Pattillo
Frank L. Pattillo
Senior Executive Vice President
and Chief Financial Officer