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 26, 1998 Scotland Bancorp, Inc. --------------------------------------------------- (Exact name of registrant as specified in its charter) North Carolina 1-14266 56-1955133 - ------------------------------ ----------- ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 505 South Main Street Post Office Box 1468 Laurinburg, North Carolina 28353-1468 -------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (910) 276-2703 --------------- N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events The Board of Directors of Scotland Bancorp, Inc., Laurinburg, North Carolina (the "Corporation"), a holding company whose only subsidiary is Scotland Savings Bank, Inc., SSB, announced August 26, 1998 that it has entered into a definitive Agreement and Plan of Reorganization and Merger (the "Agreement") with Centura Banks, Inc., Rocky Mount, North Carolina ("Centura"). A copy of the Agreement is attached hereto as Exhibit (2) and is incorporated by reference herein. The Agreement is contingent upon, among other things, receipt of approvals from the Corporation's shareholders and regulatory authorities. A special meeting of the Corporation's shareholders will be scheduled to consider Centura's proposal after all regulatory approvals have been received. A copy of the Company's press release announcing execution of the Agreement is attached hereto as Exhibit (99)(a) and is incorporated by reference herein. Item 7. Financial Statements and Exhibits (c) Exhibits (2) Agreement and Plan of Reorganization and Merger between Centura Banks, Inc. and Scotland Bancorp, Inc. dated August 26, 1998 (99)(a) Press Release of the Company, distributed August 26, 1998 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 hereunto duly authorized. SCOTLAND BANCORP, INC. Date: August 27, 1998 By: /s/ William C. Fitzgerald, III -------------------------------------- William C. Fitzgerald, III, President and Chief Executive Officer PAGE 2 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- (2) Agreement and Plan of Reorganization and Merger between Centura Banks, Inc. and Scotland Bancorp, Inc. dated August 26, 1998 (99)(a) Press Release of the Company, distributed August 26, 1998 PAGE 3