<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 18, 1994
BB&T FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
North Carolina 0-7871 56-1056232
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
223 West Nash Street, Wilson, North Carolina 27893
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (919)399-4291
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On January 18, 1994 the Registrant and Scotland Savings Bank, S.S.B.
agreed to terminate their Agreement and Plan of Reorganization dated
April 26, 1993 whereby Scotland Savings was to convert from mutual to
stock form and simultaneously be acquired by the Registrant.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits
28.1 Unaudited interim financial statements of Asheville Savings Bank,
SSB, and Subsidiary.
99.1 Joint Press Release from BB&T Financial Corp. and Scotland Savings
Bank, S.S.B., dated January 18, 1994.
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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, thereunto duly authorized.
BB&T FINANCIAL CORPORATION
DATE: February 4, 1994 BY: Scott E. Reed
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Exhibit 28.1
ASHEVILLE SAVINGS BANK, SSB AND SUBSIDIARY
Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1993 1992
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(in thousands)
<S> <C> <C>
INTEREST INCOME:
Interest on loans $15,800 $18,577
Interest on investment and
mortgage-banking securities 1,658 2,731
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Total interest income 17,458 21,308
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INTEREST EXPENSE:
Interest on deposits 8,236 12,027
Interest on borrowed funds 1,583 2,453
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Total interest expense 9,819 14,480
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NET INTEREST INCOME 7,639 6,828
PROVISION FOR LOAN LOSSES 455 407
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NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 7,184 6,421
NONINTEREST INCOME 1,873 3,154
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NONINTEREST EXPENSE:
Personnel expense 3,696 3,361
Occupancy 862 862
Other 2,795 2,990
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Total noninterest expense 7,353 7,213
Income before income taxes 1,704 2,362
*Income taxes (208) 1,179
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Net Income $ 1,912 $ 1,183
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</TABLE>
* - Net of SFAs 109 Cumulative Effect Adjustment of $634.
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ASHEVILLE SAVINGS BANK, SSB AND SUBSIDIARIES
BALANCE SHEET (000's) -- UNAUDITED
<TABLE>
<CAPTION>
9-30-93
---------
<S> <C>
ASSETS
Cash and Due from Banks (Including Interest-
Bearing Deposits of $20,756) $29,470
Investment and Mortgage-Backed Securities 33,685
Loans 241,483
Less Allowance for Loan Losses 1,762
--------
Net Loans 239,721
Bank Premises and Equipment 6,366
Accrued Interest Receivable 1,891
Other Assets 11,339
--------
Total Assets $322,472
========
LIABILITIES AND RETAINED EARNINGS
Deposits
Non-interest Bearing $9,381
Interest Bearing 265,352
--------
Total Deposits 274,733
Advances from Federal Home Loan Bank 17,000
Other Borrowed Funds 59
Accrued Interest Payable 268
Other Liabilities 5,088
--------
Total Liabilities 297,148
Retained Earnings 25,324
--------
Total Liabilities and Retained Earnings $322,472
========
</TABLE>
<PAGE>
ASHEVILLE SAVINGS BANK, SSB AND SUBSIDIARY
Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1993 1992
------ ------
(in thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 1,912 $ 1,183
Adjustment to reconcile net income to cash
provided by (used in) operating activities
Provision for loan losses and foreclosed
real estate 1,032 469
Depreciation and amortization 440 440
Gain on sale of loans, net (524) (669)
Gain on sale of investment securities 460
Increase in income taxes payable 162
Decrease in income taxes receivable 141 324
Addition to deferred income 863 1,178
Deferred income tax cumulative adjustment (634)
Dividends on Federal Home Loan Bank stock (196) (218)
(Increase) decrease in accrued interest
receivable 294 903
Increase (decrease) in accrued interest
payable 18 (7)
Deferred income tax (benefit) (365) (120)
Other 2,496 158
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Net Cash Provided by Operating Activities 5,639 4,101
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Investing Activities:
Loans originated or acquired (83,385) (85,754)
Loan principal repayments 46,027 49,457
Loans sold 46,762 49,182
Proceeds from maturities of investment
securities 8,041 13,997
Purchase of investment securities (10,052) (10,036)
Purchase of mortgage-backed securities 0 (5,394)
Mortgage-backed securities principal
repayments 2,620 1,587
Other (501) 665
-------- --------
Cash Provided by Investing Activities 9,512 13,704
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FINANCING ACTIVITIES:
Net decrease in deposits (7,783) (29,190)
Decrease in borrowed funds (2,004) (5,004)
Other 1,330 940
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Cash Used in Financing Activities (8,457) (33,254)
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Increase (decrease) in Cash and Cash
Equivalents 6,694 (15,449)
Cash and Cash Equivalents -- January 1 22,776 49,931
-------- --------
Cash and Cash Equivalents -- September 30 $ 29,470 $34,482
======== ========
</TABLE>
<PAGE>
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[LETTERHEAD OF BB&T FINANCIAL CORPORATION APPEARS HERE]
EXHIBIT 99.1
BB&T FINANCIAL CORPORATION
AND SCOTLAND SAVINGS BANK, S.S.B.
ANNOUNCE TERMINATION OF PROPOSED CONVERSION MERGER
William C. Fitzgerald III, President of Scotland Savings Bank, S.S.B. of
Laurinburg, North Carolina, and John A. Allison, Chairman of the Board and Chief
Executive Officer of BB&T Financial Corporation in Wilson, North Carolina,
jointly announced today the termination of their agreement dated April 26, 1993
providing for the conversion of Scotland Savings from a mutual savings bank to a
stock savings bank and its simultaneous acquisition by BB&T Financial
Corporation.
The announcement follows a decision by the Scotland Savings Bank Board of
Directors to end the process that would lead to the conversion and merger.
Mr. Allison said that while BB&T Financial Corporation would like Scotland
Savings Bank to be a part of the BB&T family, he respected the decision by their
board.
###
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FOR IMMEDIATE
RELEASE
JANUARY 18, 1994
CONTACT:
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B. Gloydan Stewart, Jr.
Senior Vice President
Investor Relations
919/399-4219
Scott E. Reed
Senior Executive Vice
President & Treasurer
919/399-4418
William C. Fitzgerald III
President & Chief Executive Officer
Scotland Savings Bank, S.S.B.
910/276-2703
