CENTURA, CITIZENS ANNOUNCE OTS APPROVAL OF MERGER
CENTURA, CITIZENS ANNOUNCE OTS APPROVAL OF MERGER ROCKY MOUNT, N.C., Nov. 18 /PRNewswire/ -- Centura Banks, Inc.
(NYSE: CBC) and Citizens Federal Savings and Loan of Rutherfordton, N.C., announced today that Citizens Federal has received approval from the Office of Thrift Supervision to convert from a federal mutual savings and loan association to a federal stock savings and loan association and to concurrently become a wholly-owned subsidiary of Centura Banks, Inc. Immediately thereafter, Citizens Federal will merge with Centura Bank and become part of its extensive branch network.
Under the Plan of Conversion, Centura Banks, Inc. will offer for purchase up to approximately $8.6 million of its common stock. Priority will be given to eligible members of Citizens Federal in a Subscription Offering and in a simultaneous Community Offering to persons residing in Rutherford, Avery, Ashe and Watauga counties in North Carolina. Natural persons residing in Rutherford County will be given first preference in the Community Offering. Any remaining shares will be sold in an underwritten public offering by The Robinson-Humphrey Company Inc. "We are excited that Citizens Federal will soon join us as a part of Centura," said J. Richard Futrell, Centura's chairman and chief executive officer. "We are pleased to have the opportunity to serve the customers of Citizens Federal as we enter a new market, particularly in association with an institution of such high quality." "Our management and board of directors feel that it is in the best interest of our customers and the communities that Citizens Federal serves to join forces with a strong, community-oriented North Carolina commercial bank," said G. Lennon Clements, president of Citizens Federal. "This association will allow Citizens Federal to expand its services to provide a full range of retail and commercial banking products while maintaining the quality of service and personal relations which our customers expect and deserve. "Our normal day to day operations will continue without interruption," Clements said. "The Conversion Merger will not affect the terms of any existing loans, or the amount of withdrawability of any person's savings accounts or other deposits. All deposits will continue to be insured by the FDIC up to the maximum permitted by law and, following the conversion, Citizens Federal's deposits will remain separately insured by the FDIC from other deposits in Centura Bank for six months, or if later, until Citizens Federal's certificates of deposit first mature. After this period, deposits in Citizens Federal will be aggregated with any Centura accounts in order to determine applicable FDIC insurance coverage." Information relating to the proposed transaction is available in the Proxy Statement and Prospectus that have been sent to the members of Citizens Federal. Citizens Federal's account holders and borrowers will have the first opportunity to purchase Centura stock through a Subscription Offering that closes on Dec. 12. To encourage account holders and other members of Citizens Federal, and participants in the Community Offering to purchase conversion shares, the "subscription price" to such persons will be 95 percent of the "public offering price." Shares that are not subscribed for during the Subscription Offering are being offered simultaneously in the Community Offering which is also scheduled to expire on Dec. 12. Any remaining shares will be offered to members of the general public by Robinson-Humphrey at a price to be determined as provided in the Underwriting Agreement between Centura and Robinson-Humphrey based upon, among other factors, the closing sales price of Centura common stock on the NYSE Composite Tape on or shortly after the expiration of the Community Offering. All other conversion shares will be offered through the Public Offering at the "public offering price." The Subscription and Community Offerings are being managed by Trident Securities, Inc. of Raleigh, N.C., as sales agent. Robinson-Humphrey is the underwriter for the Public Offering. Additional questions may be answered by calling the Citizens Federal Stock Information Center at 704-286-9113. Centura Banks Inc. is a multibank holding company, which, as of Sept. 30, had consolidated assets of $2.5 billion, consolidated deposits of $2.2 billion and consolidated shareholders' equity of $175 million. It operates 113 offices in 36 North Carolina counties. This does not constitute an offer to sell or the solicitation of an offer to buy any shares of Centura Common Stock offered in connection with the Conversion Merger, nor does it constitute the solicitation of a proxy in connection with the Conversion. Such offers and solicitations of proxies are made only by the Prospectus and the Proxy Statement, respectively. There shall be no sale of the Conversion Shares in any state in which any offer, solicitation of an offer or sale of the Conversion Shares would be unlawful prior to registration or qualification under the securities law of any such state. -0- 11/18/91 /CONTACT: Frank L. Pattillo, Chief Financial Officer, Centura Banks, Inc., 919-977-8341, or G. Lennon Clements, Citizens Federal Savings and Loan Association of Rutherfordton, 704-286-9119/ (CBC) CO: Centura Banks, Inc.; Citizens Federal Savings and Loan Association of Rutherfordton ST: North Carolina IN: FIN SU: TNM DF -- CH005 -- 1407 11/18/91 11:47 EST
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|Date:||Nov 18, 1991|
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