CCB Financial Corp., Durham, N.C., is taking a big step toward becoming a top player in the highly competitive Charlotte area.

The $3.4 billion-asset company is merging with Security Capital Bancorp, Salisbury, N.C. The deal, valued at $235 million, will give CCB Financial a 7.1% share of deposits in the Charlotte market. The company will become the fourth-largest bank in that part of North Carolina, behind the superregional powerhouses based there.

CCB Financial probably will benefit most from the deal by establishing itself in the suburban markets around Charlotte in south central North Carolina, where Security Capital has a strong presence, bank analysts said. But to really become a force in Charlotte is another story since the market is tightly held by NationsBank Corp. and First Union Corp.

"This deal will give them [CCB] pieces of a lot of markets, as opposed to a large piece of one market, meaning Charlotte," said Buddy Howard, president of Equity Research Services Inc. in Raleigh. "The one thing [CCB has] got going for them is that NationsBank and First Union have targeted so much of their growth outside of the state in recent years, but still, Charlotte is not a market you'd call highly fragmented."

The deal will make CCB a $4.6 billion-asset company with 158 branches covering a 200-mile-wide north-south swath through the middle part of the state.

It will serve more than 50% of the state's population, bank officials said.

"We've wanted to have a major position in the greater Mecklenberg-Charlotte market for a number of years," said Richard Furr, executive vice president and chief operating officer of CCB. "But this won't take us out of the acquisition game. There are some other areas, and we'll have to look at those opportunities as they become available."

The deal was described as a tax-free stock swap of 0.5 share of CCB stock for each share of Security Capital.

As part of the transaction, CCB anticipates repurchasing 9% of stock issued in the merger. Mr. Furr expects an initial stock dilution of around 5% but believes that will be cured within two years.

Ernest C. Roessler will continue as president and chief executive officer of CCB, and David B. Jordan, vice chairman and chief executive officer of Security Capital, will become vice chairman of CCB.

The $1.2 billion-asset Security Capital had been on the acquisition trail in the last quarter. Just six weeks ago it made a $41 million purchase of a thrift in the Charlotte area to beef up its presence.

Security Capital also announced a name change recently, as its subsidiaries all were scheduled to become Security Capital Bank. That name will now be Central Carolina Bank and Trust, once the deal is complete. It's expected to close during the second quarter in 1995, subject to regulatory and shareholder approval. Bank officials from both camps described the transaction as a "natural fit," with minimum branch overlap. According to the estimated loan portfolio breakdown, only the bank's mortgage loan percentage will significantly change, rising from 21% to 31% of all loans.

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