FEDERAL DEPOSIT INSURANCE CORPORATION Washington, D. C. FORM F-3 CURRENT REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 Dated April 1, 1997 BANK OF MECKLENBURG (Exact name of bank as specified in charter) 2000 Randolph Road Charlotte, North Carolina 28207 (Address of principal office) ITEM 12 - OTHER MATERIALLY IMPORTANT EVENTS Bank of Mecklenburg (the "Registrant") announced on March 27, 1997 that it had executed a letter of intent between the Registrant and Triangle Bancorp, Inc. pursuant to which Triangle Bancorp, Inc. proposes to acquire all of the capital stock of the Registrant. See press release attached hereto as Exhibit A. SIGNATURES Under the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BANK OF MECKLENBURG By: /s/ John H. Ketner, Jr. John H. Ketner, Jr., President Date: April 1, 1997 -2- [BANK OF MECKLENBURG LETTERHEAD] EXHIBIT A NEWS RELEASE For more information: John H. Ketner, Jr. President and CEO March 27, 1997 FOR IMMEDIATE RELEASE: BANK OF MECKLENBURG ANNOUNCES MERGER WITH TRIANGLE BANCORP, INC. Charlotte...Cy N. Bahakel, chairman of Bank of Mecklenburg, announced that Bank of Mecklenburg has executed a letter of intent with Triangle Bancorp, Inc. (Triangle) for Triangle to acquire all of the capital stock of Bank of Mecklenburg. Under the terms of the agreement, Bank of Mecklenburg will be a subsidiary of Triangle and continue to operate as Bank of Mecklenburg with John Ketner as president and CEO. The transaction will be a tax free stock-for-stock exchange with Bank of Mecklenburg shareholders receiving one share of Triangle Bancorp common stock for each share of Bank of Mecklenburg common stock. Based on Triangle's last week's closing price of $19.50, the transaction value will be $47.3 million. As of December 31, 1996, Triangle, headquartered in Raleigh, reported total assets of $971 million, while Bank of Mecklenburg reported total assets of $270 million. At the completion of the merger, Triangle will have assets in excess of $1.2 billion. NEWS RELEASE March 27, 1997 In remarks on the proposed transaction, John Ketner, said, "Everyone at Bank of Mecklenburg is pleased to have a merger partner who is committed to serving our customers and communities with an expanded product line through our current offices in Charlotte. Triangle's strength and proven track record make this a positive step for all." Regarding the merger, Michael S. Patterson, chairman and CEO of Triangle said, "We are excited about the opportunities this merger creates for our shareholders. Mecklenburg County is one of the premier growth areas in the nation and Bank of Mecklenburg's directors, management and staff have created a strong community banking organization. Together, we will build on that success." Bank of Mecklenburg, organized in 1989, operates three offices in Charlotte. Triangle Bancorp is the holding company of Triangle Bank, which operates 45 offices in the Triangle area and eastern North Carolina. Triangle Bancorp stock trades on the NASDAQ National over-the-counter market under the quotation symbol "TRBC". The merger is subject to satisfaction of a number of conditions, including negotiation of a definitive merger agreement, due diligence review, approval by shareholders of Bank of Mecklenburg, and action by applicable regulatory agencies. It is anticipated that the merger process will be completed during the 4th quarter of 1997. ###