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 7, 2000
One Valley Bancorp, Inc.
(Exact name of registrant as specified in its charter)
West Virginia 0-10042 55-0609408
(State or other (Commission File Number) (I.R.S.
jurisdiction of Employer
incorporation or Identification No)
organization)
One Valley Square, Charleston, West Virginia 25326
(Address of principal executive offices)
(Zip Code)
(304) 348-7000
(Registrant's telephone number, including area code)
Not applicable
(Former name, address, and fiscal year, if changed since last
report)
One Valley Bancorp, Inc.
Item 5. Other Events
On February 7, 2000, One Valley Bancorp, Inc., a West Virginia
corporation (the "Registrant"), issued the following press release:
BB&T to acquire One Valley Bancorp
WINSTON-SALEM, N.C. - BB&T Corporation (NYSE: BBT) and One
Valley Bancorp, Inc. (NYSE: OV) of Charleston, W.Va., today
announced an agreement that will combine two of the country's
highest performing bank holding companies and give BB&T the No. 1
market share in West Virginia.
BB&T will acquire One Valley in a $1.2 billion stock swap,
creating the nation's 18th largest financial institution and
boosting BB&T's assets to more than $52 billion. The acquisition
will give BB&T its second West Virginia-based bank and entry into 10
new markets in central Virginia.
One Valley, with $6.6 billion in assets, is the parent company
to nine community banks and 123 branches - 76 in West Virginia and
47 in central Virginia.
The transaction, approved by the directors of both companies,is
valued at $35.20 per One Valley share based on BB&T's closing price
Friday of $27.50. The exchange ratio will be fixed at 1.28 BB&T
shares for each One Valley share. The transaction will be accounted
for as a pooling of interests.
"BB&T's acquisition strategy is to pursue very high quality
banks and thrifts in Southeastern markets that improve our
financial performance and franchise value," said BB&T Chairman and
Chief Executive Officer John Allison. "We could not be more pleased
with the prospects of a merger with One Valley, which clearly meets
this objective.
"Both institutions have solid capital positions, excellent
credit quality, strong branch office networks and very compatible
corporate cultures. This transaction will enable us to grow our
franchise value and build on our momentum in selling fee-based
products and services."
BB&T entered West Virginia last year with its acquisition of
Matewan Bancshares, a Williamson-based bank holding company with
$676 million in assets.
The One Valley merger will increase BB&T's West Virginia assets
to $5.3 billion and its Virginia assets to $6.6 billion. BB&T will
rank sixth in market share in Virginia.
One Valley customers will be introduced to BB&T's strong
branch-based sales culture and the following new and expanded
products and services: capital markets access, cash management services,
leasing and international banking.
BB&T will provide 150 to 200 new jobs in the Charleston area to
minimize the effect of other staff reductions.
BB&T will create three community bank regions in West Virginia
and one in central Virginia. BB&T currently has 19 autonomous
regions, which operate like community banks. More than 95 percent
of lending decisions are made locally.
"It has long been a strategy of ours to operate what we refer
to as a super community bank," said One Valley Chairman, President
and Chief Executive Officer J. Holmes Morrison, who will be named
chairman and CEO of BB&T's West Virginia operations and join the
BB&T Corporation board.
"Being a super community bank means we're committed to local
decision making that results in responsible, reliable and
empathetic client service. The fact that BB&T shares this approach
makes this a perfect fit."
Both institutions are also among the highest performing banks
in the country. BB&T was rated last year as the second highest
performing S&P 500 bank holding company in the nation by Business
Week magazine.
One Valley was ranked by U.S. Banker magazine in 1999 as the
10th highest performing bank holding company. It recently reported
its 18th consecutive year of increased net income and dividends and
13th straight year of record earnings per share.
In addition to its nine banking subsidiaries serving 81 cities
and towns in West Virginia and central Virginia, One Valley
operates a trust division, discount brokerage and insurance arm.
"Our employees are well-recognized as the best in the financial
services industry in the markets we serve," Morrison said.
One Valley's West Virginia community banks are located in the
state's most economically vibrant areas, primarily along major
interstate highways.
One Valley began its expansion into central Virginia in 1996,
targeting the Charlottesville, Lynchburg and Lexington markets.
One Valley Chief Operating Officer Phyllis Arnold will be named
COO and president of BB&T's West Virginia operations and president
of a Charleston-based BB&T community bank region.
A $10 million trust fund will be established for charitable
contributions and economic development in communities served by One
Valley. One Valley already has a similar $4 million trust fund.
The merger, which is subject to the approval of One Valley
shareholders and banking regulators, is expected to be completed in
the third quarter.
Over the past five years, BB&T has had a dividend payout ratio
in the range of approximately 36.5% to 39.5% of recurring earnings
and a compound growth rate of the annual dividend of 14.9%.
Consistent with this history, BB&T management intends to recommend
to the Board of Directors that the regular quarterly dividend be
increased from $.20 to $.23 per share in the third quarter of 2000.
Winston-Salem-based BB&T Corporation, with $45.5 billion in
assets, operates 687 banking offices in the Carolinas, Georgia,
Virginia, Maryland, West Virginia, Kentucky and Washington D.C.
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.
One Valley Bancorp, Inc.
DATE: February 7, 2000
BY /s/ Laurance G. Jones
Laurance G. Jones
(Executive Vice President &
Chief Financial Officer)
