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): FEBRUARY 5, 1999
SCOTLAND BANCORP, INC.
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(Exact name of registrant as specified in its charter)
NORTH CAROLINA 1-14266 56-1955133
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
505 SOUTH MAIN STREET
POST OFFICE BOX 1468
LAURINBURG, NORTH CAROLINA 28353-1468
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(Address of principal executive offices)
Registrant's telephone number, including area code: (910) 276-2703
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N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
At the annual meeting of the stockholders of Scotland Bancorp, Inc.,
Laurinburg, North Carolina (the "Company"), held on January 28, 1999, the
stockholders of the Company approved the Agreement and Plan of Reorganization
and Merger dated August 26, 1998 (the "Agreement") by and between the Company
and Centura Banks, Inc., Rocky Mount, North Carolina ("Centura"). The terms of
the Agreement provide that Centura, through a series of transactions, will
acquire the Company and the Company's wholly-owned savings bank subsidiary,
Scotland Savings Bank, Inc., SSB (the "Acquisition") and that in connection with
the Acquisition, each of the outstanding shares of the Company's common stock
would be converted into the right to receive a cash payment from Centura of
$11.75. The Merger became effective as of the Company's close of business on
February 5, 1999. The Company's common stock, which is traded on the American
Stock Exchange, will be delisted in accordance with applicable rules and
regulations of the American Stock Exchange and the Securities and Exchange
Commission.
A copy of the press release announcing consummation of the Acquisition is
attached hereto as Exhibit (99)(a) and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(99)(a) Press Release distributed February 5, 1999
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.
SCOTLAND BANCORP, INC.
Date: February 10, 1999 By: /s/ William C. Fitzgerald, III
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William C. Fitzgerald, III, President
and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
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(99)(a) Press Release distributed February 5, 1999
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