EXHIBIT 99.1
July 27, 2000
FOR IMMEDIATE RELEASE
Contacts:
ANALYSTS
Tom A. Nicholson Scott E. Reed
Senior Vice President Senior Executive Vice President
Investor Relations Chief Financial Officer
(336) 733-3058 (336) 733-3088
MEDIA
Bob Denham Burney Warren A. Patrick Linton
Sr. Vice President Executive Vice President President and CEO
Public Relations Mergers & Acquisitions FCNB Corp
(336) 733-1002 (252) 321-3347 (301) 271-6539
BB&T TO ACQUIRE FREDERICK, MD.-BASED FCNB CORP
WINSTON-SALEM, N.C. - BB&T Corporation (NYSE: BBT) today said it plans
to buy FCNB Corp (Nasdaq: FCNB) of Frederick, Md., in a $226.5 million stock
swap. The acquisition would expand BB&T's presence in economically strong
central Maryland and the fast-growing Washington, D.C., corridor.
FCNB Corp, with $1.6 billion in assets, operates 34 banking offices
through its banking subsidiary, FCNB Bank, primarily in Frederick and Montgomery
counties of central Maryland.
The transaction, approved by the directors of both companies, is valued
at $18.13 per FCNB share based on BB&T's closing price Wednesday of $25. The
exchange ratio will be fixed at .725 BB&T share for each FCNB share. The
transaction will be accounted for as a pooling of interests.
"FCNB is a quality institution that will allow us to expand our
presence in the economically vibrant markets of central Maryland and
metropolitan Washington, D.C.," said BB&T Chairman and Chief Executive Officer
John Allison.
"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."
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Maryland has the second highest median household income in the United
States while metropolitan Washington, D.C., leads the nation in per capita
income.
BB&T entered the metropolitan Washington area in 1998 by acquiring
Franklin Bancorporation and Maryland Federal Bancorp. It moved into central
Maryland last year with the acquisition of Westminster-based Mason-Dixon
Bancshares.
BB&T would move from sixth to first in market share in central Maryland,
the most economically attractive part of the state.
FCNB operates 31 full-service banking offices in Frederick, Montgomery,
Baltimore, Carroll, Anne Arundel, Howard and Prince George's counties in
Maryland; two offices in the District of Columbia; and one in Fairfax County in
Virginia.
FCNB customers will be introduced to BB&T's strong branch-based sales
culture and new products and services such as capital markets access, cash
management, leasing and international banking.
FCNB, founded in 1818, shares BB&T's reputation for superior customer
service, said FCNB President and CEO A. Patrick Linton, who will be named
president of BB&T's new Frederick-based community bank region. Linton also will
serve as a BB&T liaison with statewide organizations and the Maryland
legislature.
"We have a 182-year history of strong community commitment and, above
all, excellent personal service," Linton said. "BB&T also believes in respecting
the individual and providing the highest level of personal service possible,
which is what makes this partnership so appealing.
"It's rare to find an institution of their size placing that much
emphasis on quality service, but BB&T firmly believes in it. And their community
banking strategy allows local bankers to make their own decisions."
BB&T currently has 20 autonomous regions, each with its own president,
which operate like community banks. Nearly all lending decisions are made
locally.
FCNB acquired Frederick Underwriters Inc., its first insurance agency
and central Maryland's largest, in late 1998. The wholly owned subsidiary offers
a full range of property, casualty and personal insurance products. Frederick
Underwriters also operates an agency in the Baltimore suburb of Pikesville and
another in Carroll County.
FCNB also offers asset management, trust services, mortgage banking and
financial planning, and investment services.
The merger, which is subject to the approval of FCNB shareholders and
banking regulators, is expected to be completed in the first quarter of 2001.
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Winston-Salem-based BB&T Corporation, with $55.2 billion in assets,
operates 831 banking offices in the Carolinas, Virginia, Maryland, Georgia, West
Virginia, Kentucky and Washington, D.C.
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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.
