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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 22, 1999
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CENTURA BANKS, INC.
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(Exact name of registrant as specified in its charter)
North Carolina 1-10646 56-1688522
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(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
134 North Church Street, Rocky Mount, North Carolina 27804
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(Address, including zip code, of principal executive office)
(252) 454-4400
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On August 22, 1999, Centura Banks, Inc. ("Centura") and Triangle Bancorp,
Inc. ("Triangle") entered into an Agreement and Plan of Reorganization (the
"Agreement"), pursuant to which Triangle will be acquired by Centura. The Boards
of Directors of Centura and Triangle approved the Agreement and the transactions
contemplated thereby at separate meetings held on August 22, 1999.
In accordance with the terms of the Agreement, Centura will acquire
Triangle pursuant to the merger (the "Merger") of Triangle with and into a
newly-formed, wholly-owned subsidiary of Centura ("Centura Merger Subsidiary"),
with Centura Merger Subsidiary as the surviving entity resulting from the
Merger.
Upon consummation of the Merger, each share of the no par value common
stock of Triangle ("Triangle Common Stock") (excluding shares held by Triangle,
Centura, or any of their respective subsidiaries, in each case other than in a
fiduciary capacity or as a result of debts previously contracted) issued and
outstanding at the effective time of the Merger (as defined in the Agreement,
the "Effective Time") shall be converted into and exchanged for .45 of a share
(subject to possible adjustment as described below, the "Exchange Ratio") of the
no par value common stock of Centura ("Centura Common Stock").
In addition, at the Effective Time, all rights with respect to Triangle
Common Stock, pursuant to stock options, stock appreciation rights, or stock
awards granted by Triangle under the existing stock plans of Triangle, which are
outstanding at the Effective Time, whether or not exercisable, shall be
converted into and become rights with respect to Centura Common Stock on a basis
that reflects the Exchange Ratio.
The Merger is intended to constitute a tax-free transaction under the
Internal Revenue Code of 1986, as amended, and be accounted for as a pooling of
interests.
Consummation of the Merger is subject to various conditions, including:
(i) receipt of the approval by the stockholders of Triangle of appropriate
matters relating to the Agreement and the Merger as required to be approved
under applicable law; (ii) receipt of the approval by the stockholders of
Centura of the issuance of shares of Centura Common Stock pursuant to the Merger
as required to be approved under applicable law; (iii) receipt of certain
regulatory approvals from the Board of Governors of the Federal Reserve System,
certain state regulatory authorities, and certain other regulatory authorities;
(iv) receipt of an opinion of counsel as to the tax-free nature of certain
aspects of the Merger; (v) receipt of a letter from KPMG Peat Marwick LLP to the
effect that the Merger will qualify for pooling-of-interests accounting
treatment; and (vi) satisfaction of certain other conditions.
Under the Agreement, Triangle has the right to terminate the Agreement if
the Average Closing Price (as defined below) of Centura Common Stock (i) is less
than 0.80 times the Starting Price (as defined below) and (ii) reflects a
decline, on the Determination Date (as defined below) of more than 15% below a
weighted index of the stock prices of a
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group of 13 bank holding companies designated in the Agreement. In the event
that Triangle gives notice of its intention to terminate the Agreement based on
such provision, Centura has the right, within five (5) days of Centura's receipt
of such notice, to elect to adjust the Exchange Ratio in accordance with the
terms of the Agreement, and, thereby remove Triangle's right to terminate.
For purposes of the Agreement, the Average Closing Price means the
average of the daily last sales price of Centura Common Stock as reported on the
NYSE - Composite Transactions List (as reported by The Wall Street Journal or,
if not reported thereby, another authoritative source as chosen by Centura) for
the ten consecutive full trading days in which such shares are traded on the New
York Stock Exchange ending at the close of trading on the Determination Date.
The Determination Date means the later of the date on which (i) the consent of
the Board of Governors of the Federal Reserve System to the Merger is received
and (ii) the Triangle and Centura Stockholders approve the Merger.
For purposes of the Agreement, the Starting Price means the last sales
prices of Centura Common Stock as reported on the NYSE - Composite Transactions
List (as reported by The Wall Street Journal or, if not reported thereby,
another authoritative source as chosen by Centura) on August 20, 1999, the last
full trading day preceding the announcement by press release of the Merger
In connection with executing the Agreement, Centura and Triangle entered
into (i) a stock option agreement (the "Triangle Stock Option Agreement")
pursuant to which Triangle granted to Centura an option to purchase up to
5,014,000 shares of Triangle Common Stock (representing 19.9% of the outstanding
shares of Triangle Common stock without giving effect to the exercise of the
option), at a purchase price of $18.00 per share, upon certain terms and in
accordance with certain conditions, and (ii) a stock option agreement (the
"Centura Stock Option Agreement") pursuant to which Centura granted to Triangle
an option to purchase up to 2,256,000 shares of Centura Common Stock
(representing 8.2% of the outstanding shares of Centura Common Stock without
giving effect to the exercise of the option), at a purchase price of $56.87 per
share, upon certain terms and in accordance with certain conditions. Under the
terms of each of the Triangle Stock Option Agreement and the Centura Stock
Option Agreement, the Total Profit (as defined in the stock option agreements)
and the Notional Total Profit (as defined in the stock option agreements) that a
holder may realize, as a result of exercising the stock option agreement may not
exceed $25 million.
The Agreement and the Merger will be submitted for approval at separate
meetings of the stockholders of Triangle and Centura. Prior to such stockholders
meetings, Centura will file a registration statement with the Securities and
Exchange Commission registering under the Securities Act of 1933, as amended,
the shares of Centura Common Stock to be issued in exchange for the outstanding
shares of Triangle Common Stock. Such shares of stock of Centura will be offered
to the Triangle stockholders pursuant to a prospectus that will also serve as a
joint proxy statement for the separate meetings of the stockholders of Triangle
and Centura, respectively.
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A copy of a joint news release (the "News Release") relating to the
Merger is being filed as Exhibit 99.1 to this report and is incorporated herein
by reference.
On August 23, 1999, Centura intends to hold a meeting (the "Meeting")
with analysts and others with respect to the Merger. At the Meeting, certain
financial and other information relating to the Merger is to be presented (the
"Presentation Materials"). The News Release and certain of the Presentation
Materials contain, among other things, certain forward-looking statements
regarding each of Centura, Triangle, and the combined company following the
Merger, including statements relating to cost savings, enhanced revenues, and
accretion to reported earnings that may be realized from the Merger, and certain
restructuring charges expected to be incurred in connection with the Merger.
Such forward-looking statements involve certain risks and uncertainties,
including a variety of factors that may cause Centura's actual results to differ
materially from the anticipated results or other expectations expressed in such
forward-looking statements. Factors that might cause such a difference include,
but are not limited to: (i) expected cost savings from the Merger may not be
fully realized or realized within the expected time frame; (ii) revenues
following the Merger may be lower than expected, or deposit attrition, operating
costs or customer loss and business disruption following the Merger may be
greater than expected; (iii) competitive pressures among depository and other
financial institutions may increase significantly; (iv) costs or difficulties
related to the integration of the business of Centura and Triangle may be
greater than expected; (v) changes in the interest rate environment may reduce
margins; (vi) general economic or business conditions, either nationally or in
the states or regions in which Centura does business, may be less favorable than
expected, resulting in, among other things, a deterioration in credit quality or
a reduced demand for credit; (vii) legislative or regulatory changes may
adversely affect the businesses in which Centura is engaged; and (viii) changes
may occur in the securities markets. Additional information with respect to
factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements is included in Centura's current
and subsequent filings with the Securities and Exchange Commission.
A copy of the visual portion of the Presentation Materials is being filed
as Exhibit 99.2 to this report, substantially in the form intended to be
presented at the Meeting, and such materials are incorporated herein by
reference.
ITEM 7. EXHIBITS
Sequential
Exhibit Page No.
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99.1 Text of the News Release, dated August 23, 1999,
issued by Centura Banks, Inc. and Triangle Bancorp, Inc......... 7
99.2 The Presentation Materials...................................... 10
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SIGNATURE
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.
CENTURA BANKS, INC.
(Registrant)
By: /s/ Steven J. Goldstein
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Steven J. Goldstein
Chief Financial Officer
Date: August 23, 1999
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INDEX TO EXHIBITS
Sequential
Exhibit Page No.
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99.1 Text of the News Release, dated August 23, 1999,
issued by Centura Banks, Inc. and Triangle Bancorp, Inc......... 7
99.2 The Presentation Materials...................................... 10
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