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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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14a-6(e)(2))
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|X| Soliciting material pursuant to Rule 14a-12
FirstSpartan Financial Corp.
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(Name of Registrant as Specified in Its Charter)
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
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On September 6, 2000, FirstSpartan Financial Corp. ("FirstSpartan") and
BB&T Corporation ("BB&T") issued the following joint press release which
reported that FirstSpartan had entered into an Agreement and Plan of
Reorganization, pursuant to which FirstSpartan will be merged with and into
BB&T, with BB&T being the surviving entity:
Sept. 6, 2000
FOR IMMEDIATE RELEASE
CONTACTS:
---------
ANALYSTS
Tom A. Nicholson Scott Reed
SENIOR VICE PRESIDENT SENIOR EXECUTIVE VICE PRESIDENT
INVESTOR RELATIONS CHIEF FINANCIAL OFFICER
(336) 733-3058 (336) 733-3088
MEDIA
Bob Denham Burney Warren Billy L. Painter
SENIOR VICE PRESIDENT EXECUTIVE VICE PRESIDENT PRESIDENT AND CEO
PUBLIC RELATIONS MERGERS AND ACQUISITIONS FIRSTSPARTAN FINANCIAL
(336) 733-1002 (252) 321-3347 (864) 596-8313
BB&T TO ACQUIRE FIRSTSPARTAN
FINANCIAL CORP. OF SPARTANBURG, S.C.
WINSTON-SALEM, N.C. - BB&T Corporation (NYSE: BBT) today said it plans to
buy FirstSpartan Financial Corp. (Nasdaq: FSPT) of Spartanburg, S.C., in a
$103.9 million stock swap.
FirstSpartan Financial Corp., with $591 million in assets, operates 11
banking offices through banking subsidiary First Federal Bank in economically
vibrant Spartanburg and Greenville counties.
The transaction, approved by the directors of both companies, is valued at
$26.87 per FirstSpartan share based on BB&T's closing price Tuesday of $26.87.
The exchange ratio will be fixed at one BB&T share for each FirstSpartan share.
The transaction will be accounted for as a purchase.
"FirstSpartan is a very successful community bank with an operating
philosophy and core values similar to ours," said BB&T Chairman and Chief
Executive Officer John Allison. "This acquisition expands our presence along the
urban Interstate 85 corridor in South Carolina's rapidly-growing Upstate
region."
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The Greenville-Spartanburg-Anderson metropolitan statistical area has
received nearly $1.9 billion in European investment from 1998 to 1999, more than
any MSA in the nation.
More than 500 manufacturing companies are located in Spartanburg County
alone, including Munich, Germany-based automaker BMW, which recently announced
plans for a $300 million expansion. Entrepreneur magazine recently named the
Greenville-Spartanburg-Anderson MSA as the nation's eighth best mid-sized area
for small business start-ups.
The acquisition would increase BB&T's South Carolina assets to $5.8
billion. BB&T ranks third in market share in South Carolina and first in
Greenville and Spartanburg counties.
FirstSpartan operates four banking offices in Spartanburg; two in Greer;
and one each in Greenville, Boiling Springs, Inman, Duncan and Chesnee.
Those branches will join BB&T's Greenville-based Upstate Region, one of 20
autonomous regions in the BB&T network. Each region has its own president and
operates like a community bank. Nearly all lending decisions are made locally.
"As a hometown bank dedicated to the people and businesses of Upstate
South Carolina, it's great to be joining a customer-oriented organization like
BB&T," said FirstSpartan President and CEO Billy L. Painter, who will be named
city executive of Spartanburg. "We're glad BB&T is a financial institution that
believes strongly that local bankers know what's best for their customers."
Andy Westbrook, BB&T's Spartanburg city executive, will be named Regional
Corporate Banking Manager for BB&T's Upstate Region.
"Andy will be focusing on the tremendous corporate business opportunities
in the region," said BB&T President Kelly King, manager of the Banking Network.
"With all of the economic growth in the Upstate, this will certainly be a key
position."
FirstSpartan customers will be introduced to BB&T's strong branch-based
sales culture. They also will be introduced to BB&T's wider array of core
banking products as well as new products and services such as investments,
insurance, retail brokerage and trust.
Painter will join the BB&T of South Carolina board of directors. The
FirstSpartan Financial Corp. board will join BB&T's Spartanburg County advisory
board.
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The merger, which is subject to the approval of FirstSpartan shareholders
and banking regulators, is expected to be completed in the first quarter of
2001.
The announcement comes two weeks after BB&T said it would buy Knoxville,
Tenn.- based BankFirst Corp., giving it entry into Tennessee.
Winston-Salem-based BB&T Corporation, with $55.2 billion in assets,
operates 825 banking offices in the Carolinas, Virginia, Maryland, Georgia, West
Virginia, Kentucky and Washington, D.C.
BB&T Corporation is the nation's 18th largest financial holding company.
More information is available at www.BBandT.com.
#
This press release contains forward-looking statements as defined by
federal securities laws. These statements may address issues that involve
significant risks, uncertainties, estimates and assumptions made by management.
Actual results could differ materially from current projections.
Please refer to BB&T's filings with the Securities and Exchange Commission
for a summary of important factors that could affect BB&T's forward-looking
statements. BB&T undertakes no obligation to revise these statements following
the date of this press release.
BB&T's news releases are available at no charge through PR Newswire's
Company News On-Call facsimile service. For a menu of BB&T's news releases or to
retrieve a specific release call 1-800-758-5804, extension 809325.
The foregoing may be deemed to be offering materials of BB&T Corporation
in connection with BB&T's proposed acquisition of FirstSpartan Financial
Corporation of Spartanburg, S.C.., on the terms and subject to the conditions in
the Agreement and Plan of Reorganization, dated Sept. 6, 2000, between BB&T and
FirstSpartan. This disclosure is being made in connection with Regulation of
Takeovers and Security Holder Communications (Release Nos. 33-7760 and 34-42055)
adopted by the Securities and Exchange Commission ("SEC").
FirstSpartan and its directors and officers may be deemed to be
participants in the solicitation of FirstSpartan shareholders to approve the
merger. Information concerning the participants in the solicitation is set forth
in a filing under Rule 14a-12 made by FirstSpartan with the SEC on Sept. 6,
2000.
Shareholders of FirstSpartan and other investors are urged to read the
proxy statement/prospectus that will be included in the registration statement
on Form S-4, which BB&T will file with the SEC in connection with the proposed
merger because it will contain
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important information about BB&T, FirstSpartan, the merger, the persons
soliciting proxies in the merger and their interests in the merger and related
matters.
After it is filed with the SEC, the proxy statement/prospectus will be available
for free, both on the SEC's web site (http://www.sec.gov) and from FirstSpartan
and BB&T as follows: Shareholder Reporting, BB&T Corporation, P.O. Box 1290,
Winston-Salem, N.C., 27102. Telephone: (336) 733-3021.
In addition to the proposed registration statement and proxy
statement/prospectus, BB&T and FirstSpartan file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by either company at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549,
or at the SEC's other public reference rooms in New York, N.Y., and Chicago,
Ill.
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. BB&T's and FirstSpartan filings with the SEC are also
available to the public from commercial document-retrieval services and on the
SEC's web site at http://www.sec.gov.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
FirstSpartan and its directors and certain executive officers may be
deemed to be participants in the solicitation of proxies of FirstSpartan
stockholders to approve the merger. FirstSpartan's board of directors is
composed of R. Wesley Hammond, Robert R. Odom, Billy L. Painter, E. Lea Salter,
E.L. Sanders and David E. Tate. Other participants in the solicitation may
include R. Lamar Simpson (Chief Financial Officer of FirstSpartan). None of
these persons is the beneficial owner of more than 1% of the outstanding shares
of FirstSpartan common stock except for Mr. Painter, who beneficially owns
123,235 shares (3.3%), and Mr. Sanders, who beneficially owns 42,403 shares
(1.1%), in both cases including shares that may be acquired upon the exercise of
stock options. Collectively, these directors and executive officers may be
deemed to beneficially own 9.1% of FirstSpartan's outstanding shares of common
stock, including shares that may be acquired upon the exercise of stock options.
This ownership information is as of July 31, 2000.
As a result of consummation of the merger, all unvested stock options and
shares of restricted stock awarded under FirstSpartan's stock benefit plans will
vest. Under the terms of the agreement, all outstanding stock options will be
exchanged for options to acquire shares of BB&T common stock, with appropriate
adjustments to the number of shares and exercise price. In addition, Mr.
Painter, Mr. Simpson and other executive officers have entered into employment
contracts with BB&T that will become effective upon consummation of the merger.
