SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 5, 2001
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RBC 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.)
1417 Centura Highway, Rocky Mount, North Carolina 27804
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (252) 454-4400
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CENTURA BANKS, INC.
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134 North Church Street, Rocky Mount, North Carolina
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
On June 5, 2001, Royal Bank of Canada, a Canadian chartered bank
("Royal Bank"), acquired all of the outstanding common stock of Centura Banks,
Inc., a North Carolina corporation ("Centura"), in accordance with an Agreement
and Plan of Merger (the "Merger Agreement"), dated as of January 26, 2001,
between Centura and Royal Bank. The transaction was completed in accordance
with the description of the merger found in the definitive proxy
statement/prospectus included in a Registration Statement on Form F-4 (SEC File
No. 333-56142), which was declared effective by the Securities and Exchange
Commission on March 29, 2001. The Merger Agreement was approved by the
shareholders of Centura at a special meeting of the Centura shareholders held on
May 3, 2001. As a result of the transaction, Centura became a wholly owned
subsidiary of Royal Bank and Royal Bank became the owner of 100% of the
outstanding shares of Centura common stock.
Pursuant to the Merger Agreement, Rock Merger Subsidiary, Inc., a
wholly owned subsidiary of Royal Bank organized under North Carolina law, merged
with and into Centura. Centura was the surviving corporation and was renamed
"RBC Centura Banks, Inc." Each share of Centura common stock outstanding at the
close of business on June 5, 2001 was converted into 1.684 common shares of
Royal Bank. Royal Bank issued approximately 67 million common shares to the
Centura shareholders as consideration for the outstanding shares of Centura as
well as approximately U.S.$200,000 in cash in lieu of any fractional Royal Bank
shares to which Centura shareholders were entitled. The value of the
transaction was approximately U.S.$2.3 billion (CDN $3.5 billion).
The terms and conditions of the transaction are governed entirely by
the Merger Agreement. Any description of the Merger Agreement contained herein
is qualified in its entirety by the Merger Agreement, which is incorporated
herein as Exhibit 2.1 by reference to Exhibit 99.1 to Centura's Current Report
on Form 8-K dated February 2, 2001.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of January 26, 2001,
between Royal Bank and Centura (incorporated by reference
to Exhibit 99.1 to Centura's Current Report on Form 8-K,
dated February 2, 2001).
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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.
RBC CENTURA BANKS, INC.
Registrant
By: /s/ Steven Goldstein
Steven Goldstein
Chief Financial Officer
Date: June 20, 2001
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