U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT ( DATE OF EARLIEST EVENT REPORTED ) MAY 20, 1997
TRIANGLE BANCORP, INC. .
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NORTH CAROLINA 0-21346 56-1764546 .
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
4300 GLENWOOD AVENUE, RALEIGH, NORTH CAROLINA 27612 .
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (919) 881-0455
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Item 5. Other Information
(A) As reported in the Triangle Bancorp, Inc. ("Triangle") Form 8-K
filed on May 19, Triangle announced that on April 25, 1997 Triangle
signed a definitive Agreement and Plan of Reorganization and Merger
(the "Agreement") with Bank of Mecklenburg, Charlotte, North Carolina,
("Mecklenburg") whereby Mecklenburg will be acquired by and operated as
a subsidiary of Triangle.
Unaudited information has been included with this report to reflect the
pro forma combined balance sheet as of March 31, 1997 and the pro forma
statements of income for the three months ended March 31, 1997 and for
the years ended December 31, 1996, 1995 and 1994, giving effect to the
acquisition of Mecklenburg. The acquisition will be accounted for as a
pooling-of-interests and is expected to close in the fourth quarter of
1997, subject to regulatory and shareholder approval.
(B) On May 20, 1997, Triangle signed a Purchase and Assumption
Agreement (the "Branch Agreement") with Branch Banking and Trust
Company ("BB&T"), United Carolina Bank ("UCB") and Centura Bank
("Centura"). Pursuant to the terms of the Branch Agreement, BB&T and
UCB (collectively the "Seller") are divesting of certain assets and
liabilities and Triangle and Centura are acquiring such assets and
liabilities.
Subject to certain regulatory approvals, Triangle will acquire ten
branch office locations with total deposits of approximately $215
million and loans of approximately $71 million. Such offices are
located in the eastern and south central North Carolina communities of
Fairmont, Fremont, Goldsboro, Hamlet, Lumberton, Plymouth, Roper,
Sanford and Wallace. The premium to be paid for such branches is
approximately $17.5 million and the transaction is to be accounted for
as a purchase. The transaction is expected to close in the third
quarter of 1997, subject to regulatory approval.
Unaudited information has been included with this report to reflect the
pro forma combined balance sheet as of March 31, 1997 and the pro forma
statements of income for the three months ended March 31, 1997.
(C) Triangle's subsidiary, Triangle Bank (the "Bank"), has been
named as a defendant in a lender liability suit
currently pending in state court in North Carolina in which the
plaintiff claims that the Bank breached an oral commitment to make a
$100,000 loan to plaintiff. The plaintiff is asserting that he is
entitled to $5 million in damages and is seeking to have these damages
trebled and an award of attorneys fees. This suit is scheduled to go to
trial in June 1997. The Bank disputes the plaintiff's theories of
liability and damages and intends to continue to defend the suit
vigorously.
Item 7. Exhibits
10 Press Release regarding the Branch Agreement
23 Consent of KPMG Peat Marwick LLP
99(a) Audited Financial Statements of Bank of Mecklenburg
99(b) March 31, 1997 unaudited Financial Statements of Bank of
Mecklenburg
99(c) Pro forma financial information
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, Triangle Bancorp, Inc. has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
TRIANGLE BANCORP, INC.
(Registrant)
Date: May 23, 1997 By: /s/ Debra L. Lee .
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Chief Financial Officer
EXHIBIT INDEX
10 Press Release regarding the Branch Agreement
23 Consent of KPMG Peat Marwick LLP
99(a) Audited Financial Statements of Bank of Mecklenburg
99(b) March 31, 1997 unaudited Financial Statements of Bank
of Mecklenburg
99(c) Pro forma financial information