SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): December 20, 1999
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CENTURA BANKS, INC.
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(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: (252) 454-4400
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N/A
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(Former name or former address, if changed since last report)
Exhibit Index on Page 4.
Item 4. Change in Registrant's Certifying Accountant
As a result of the pending merger between Centura Banks, Inc. ("Centura") and
Triangle Bancorp, Inc., ("Triangle") and the corresponding appointment of
Triangle's CEO, Michael S. Patterson, as Chairman of the combined company,
management has decided to retain PricewaterhouseCoopers LLP ("PWC") as its
independent public accountants. PWC has served as the independent public
accountants for Triangle since Triangle was formed in 1988. On December 15,
1999, the Audit Committee of the Board of Directors approved this recommendation
and formally elected to (i) engage PWC as the independent accountants for
Centura and (ii) dismiss KPMG LLP ("KPMG") as such independent accountants.
Centura's 1999 audited financial statements will be opined upon by KPMG. PWC
will become Centura's independent accountants upon the completion of the 1999
audit and issuance of the related financial statements.
During the two most recent fiscal years ended December 31, 1998 and the
subsequent interim period through December 22, 1999, (i) the financial
statements of Centura did not contain an adverse opinion or a disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope, or
accounting principles, and (ii) there were no disagreements with KPMG on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to its
satisfaction would have caused it to make reference in connection with its
report to the subject matter of the disagreement.
Centura has provided KPMG with a copy of this Report, and has requested that
KPMG furnish Centura with a letter addressed to the Commission stating whether
it agrees with the statements made by Centura. Such letter is attached as an
exhibit.
Item 7. Financial Statements and Exhibits.
The exhibit listed in the Exhibit Index is filed herewith as part of this
Current Report on Form 8-K.
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: December 22, 1999 By: /s/ Steven Goldstein
Steven Goldstein
Chief Financial Officer
EXHIBIT INDEX
Sequential
Page
Exhibit Description of Exhibit Number
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99 Letter from KPMG addressed to the 5
Commission
Exhibit 99
KPMG
150 Fayetteville Street Mall
Suite 1200
Post Office Box 29543
Raleigh, NC 27626-0543
December 22, 1999
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Centura Banks, Inc. and
subsidiaries ("Centura") and, under the date of January 11, 1999, we reported on
the consolidated financial statements of Centura as of and for the years ended
December 31, 1998 and 1997. On December 20, 1999, we were notified that Centura
has selected PricewaterhouseCoopers LLP as its independent public accountants
for the year 2000 and that upon completion of the audit of the 1999 financial
statements our services as Centura's independent accountants will no longer be
required. We had read Centura's statements included under Item 4 of its Form 8-K
dated December 20, 1999 and we agree with such statements, except that we are
not in a position to agree or disagree with (1) Centura's stated reason for
changing principal accountants, (2) the statement that PricewaterhouseCoopers
LLP ("PWC") has served as the independent public accountants for Triangle
Bancorp, Inc. ("Triangle") since Triangle was formed in 1988, (3) the statement
that the Audit Committee of the Board of Directors approved management's
recommendation and formally elected to engage PWC as the independent accountants
for Centura, and (4) the statement that PWC will become Centura's independent
accountants upon the completion of the 1999 audit and issuance of the related
financial statements.
Very truly yours,
/s/ KPMG