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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):
April 27, 1999
MATEWAN BANCSHARES, INC.
(Exact Name of Registrant as specified in its charter)
DELAWARE No. 0-16707 No. 55-0639363
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
250 East Second Avenue
Williamson, West Virginia 25661
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (304) 235-1544
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On April 27, 1999, Matewan BancShares, Inc., a Delaware corporation,
and BB&T Corporation, a North Carolina corporation, amended the Agreement and
Plan of Reorganization between the companies dated February 24, 1999, which
provides for BB&T's acquisition of Matewan. Under the amended agreement,
Matewan's common shareholders will receive 0.67 shares of BB&T common stock per
share of Matewan common stock. Matewan's preferred shareholders will receive
0.8375 shares of BB&T common stock per share of Matewan Preferred Stock.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release dated April 27, 1999.
99.2 Second 1999 Amendment to Agreement and Plan of Reorganization
dated April 27, 1999.
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 hereunto duly authorized.
Date: April 30, 1999
MATEWAN BANCSHARES, INC.
By: /s/ Dan R. Moore
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Name: Dan R. Moore
Title: Chairman of the Board,
President and
Chief Executive Officer
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Exhibit Index
99.1 Press released dated April 27, 1999.
99.2 Second 1999 Amendment to Agreement and Plan of Reorganization dated April
27, 1999.
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Exhibit 99.1
PRESS RELEASE
BB&T and Matewan Announce Renegotiation
WINSTON-SALEM, N.C., April 27 -- BB&T Corporation (NYSE: BBT and Matewan
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BancShares Inc. (Nasdaq: MATE) of Williamson, W.Va., today announced the
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renegotiation of their merger agreement.
Under the new terms, Matewan shareholders will receive 0.67 BB&T share per
Matewan share of common stock, worth $26.13 based on BB&T's closing price of $39
on Monday, April 26. Matewan's preferred shareholders will receive 0.8375 BB&T
share per Matewan share of preferred stock.
The transaction, approved by the directors of both companies, is now valued at
$124 million.
BB&T originally announced Feb. 25 it would acquire Matewan. The renegotiation
was prompted by BB&T's due diligence review of Matewan.
Matewan BancShares, with $676 million in assets, operates 22 banking offices and
one mortgage loan office in southwestern Virginia, southern West Virginia and
eastern Kentucky.
The acquisition will strengthen BB&T's western Virginia franchise and give it
entry into West Virginia and Kentucky.
Winston-Salem, N.C.-based BB&T Corporation, with $37.8 billion in assets,
operates 581 banking offices in the Carolinas, Virginia, Maryland and
Washington, D.C.
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Exhibit 99.2
SECOND 1999 AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS SECOND 1999 AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
(the "Amendment") is entered into this 27th day of April, 1999 by and between
MATEWAN BANCSHARES, INC. ("Matewan"), a Delaware corporation having its
principal office at Williamson, West Virginia, and BB&T CORPORATION ("BB&T"), a
North Carolina corporation having its principal office at Winston-Salem, North
Carolina;
R E C I T A L S:
- - - - - - - -
Pursuant to the Agreement and Plan of Reorganization dated February
24, 1999, as amended on April 9, 1999 (the "Merger Agreement"), Matewan and BB&T
agreed that, subject to the satisfaction of certain conditions contained in the
Agreement, Matewan would be merged into BB&T (the "Merger") pursuant to a Plan
of Merger attached to the Agreement. Section 7.1(g) of the Merger Agreement
empowers BB&T to terminate the Merger Agreement at any time before 11:59 p.m. on
April 28, 1999 by notice in writing to Matewan, if BB&T determines in its due
diligence review that the financial condition, results of operations, business
or business prospects of Matewan and its subsidiaries, taken as a whole, are
materially adversely different from BB&T's reasonable expectations. To induce
BB&T to refrain from exercising its right to terminate the Merger Agreement,
each of BB&T and Matewan desires to amend the Merger Agreement as provided
herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Merger Agreement shall be and hereby is amended by deleting
the second and third sentences of Section 2.7 (which includes Section
2.7(a)), Section 2.7(b) and Section 2.7(c) and substituting therefor a new
Section 2.7(a) as follows:
"(a) The Common Exchange Ratio shall be 0.67, and the Preferred
Exchange Ratio shall be .8375."
2. Section 2.7(d) of the Merger Agreement shall be and hereby is
amended by renumbering it as Section 2.7(b).
3. All references in the Merger Agreement to "Section 2.7(d)" shall
be and hereby are deleted and replaced by references to "Section 2.7(b)."
4. The parties agree that the period for terminating the Merger
Agreement set forth in Section 7.1(g) of the Merger Agreement is terminated
effective at 11:59 p.m. on April 26, 1999.
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5. BB&T acknowledges and agrees that any claim against Matewan or
loss to Matewan based on facts known to BB&T at 11:59 P.M. on April 26,
1999, shall not be considered in determining whether there has occurred a
Material Adverse Affect with respect to Matewan as provided in Section
6.3(a) of the Merger Agreement, and shall not constitute grounds for BB&T
to terminate the Merger Agreement pursuant to Section 7.1(b) thereof.
6. Matewan hereby represents that Dan R. Moore, as President and
Chief Executive Officer of Matewan, is duly authorized to execute and
deliver this Amendment in behalf of Matewan and that this Amendment is
valid and binding on Matewan.
7. Except as otherwise provided herein, the Merger Agreement and the
terms and conditions thereof shall continue in full force and effect.
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IN WITNESS WHEREOF, this Second 1999 Amendment to Agreement and Plan
of Reorganization is hereby executed in behalf of the parties hereto as of the
day and year first above stated.
MATEWAN BANCSHARES, INC.
By: /s/ Dan R. Moore
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Name: Dan R. Moore
Title: President and Chief Executive Officer
BB&T CORPORATION
By: /s/ John A. Allison IV
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Name: John A. Allison IV
Title: Chairman and Chief Executive Officer
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