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): February 18, 2000
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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 2. Acquisition or Disposition of Assets
On February 18, 2000 at the close of business, Centura Banks, Inc. ("Centura")
completed its acquisition of Triangle Bancorp, Inc. ("Triangle"). Under the
terms of the definitive merger agreement which was filed with the Securities and
Exchange Commission (the "Commission") December 6, 1999 as an appendix to
Centura's Registration Statement No. 333-92195 on Form S-4 (the "Registration
Statement") and is hereby incorporated by reference, Triangle shareholders will
receive 0.45 shares of Centura common stock for each share of Triangle common
stock. In the aggregate, approximately 11 million shares of Centura common stock
will be issued to Triangle shareholders. The merger was accounted for as a
pooling-of-interests.
Prior to the closing of the transaction, Centura also terminated all previously
announced share repurchase plans.
A press release is attached as Exhibit 99.
This press release may contain various forward-looking statements that involve
risks and uncertainties that could cause actual results to differ from
estimates. A discussion of the various factors, including factors beyond
Centura's control, that could cause Centura's results to differ materially from
those expressed in such forward-looking statements is included in Centura's
filings with the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits.
The financial statements for Triangle and the pro forma financial information
required by this Item 7 have been previously provided in accordance with General
Instruction B.3 of Form 8-K in the Registration Statement.
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: March 1, 2000 By: /s/ Steven Goldstein
Steven Goldstein
Chief Financial Officer
EXHIBIT INDEX
Sequential
Page
Exhibit Description of Exhibit Number
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2 Agreement and Plan of Reorganization By and Between
Triangle Bancorp, Inc. and Centura
Banks, Inc. dated as of August 22, 1999
(incorporated by reference to the registrant's
Registration Statement No. 333-92195 on Form S-
4 filed with the Commission on December 6, 1999).
99 Press release dated February 22, 2000 5