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): July 27, 2000
FCNB Corp
(Exact name of registrant as specified in its charter)
MARYLAND 52-1479635
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7200 FCNB Court, Frederick, Maryland 21703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301)662-2191
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Item 5. Other Items.
On July 26, 2000, FCNB Corp (the "Company") and BB&T Corporation
("BB&T") entered into an Agreement and Plan of Reorganization ("Merger
Agreement"). Pursuant to the Merger Agreement, the Company will merge into BB&T
with BB&T as the surviving corporation ("Merger"). At the effective time of the
Merger, each share of the Company's issued and outstanding common stock will be
converted into 0.725 shares of BB&T's common stock (or cash in lieu of
fractional shares). The Merger, which was approved by the boards of directors of
both companies, is subject to normal regulatory approvals and the approval of
the shareholders of the Company.
Simultaneously with the execution of the Merger Agreement, the Company
also entered into a Stock Option Agreement with BB&T. Under the Stock Option
Agreement, the Company granted BB&T an irrevocable option to purchase up to
2,370,000 shares, subject to certain adjustments, of the Company's common stock
at a price per share of $15.00, exercisable under certain circumstances.
The merger is valued at approximately $226.5 million, or $18.13 per
share based on closing stock prices as of July 26, 2000, the date prior to
announcement of the agreement. BB&T Corporation has $55.2 billion in assets,
operates 831 banking offices in the Carolinas, Virginia, Maryland, Georgia, West
Virginia, Kentucky and Washington.
It is currently expected that the Merger will be consummated in January
2001. It is anticipated that the Company will continue to pay normal quarterly
dividends pending consummation of the Merger. Thereafter, regular quarterly
dividends will be paid by BB&T.
Attached and incorporated herein by reference in their entirety as
Exhibit 99.1 are copies of the press release of the Registrant in connection
with the Merger.
FCNB with $1.6 billion in assets, operates 34 full-service offices in
Frederick, Carroll, Montgomery, Baltimore, Howard, Anne Arundel, and Prince
George's Counties of Maryland, Washington, DC, and Fairfax County, Virginia.
FCNB Bank is a member FDIC and an Equal Housing Lender.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Exhibits:
Exhibit No. Description
99.1 Press Release, dated July 27, 2000.
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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 hereunto duly authorized.
FCNB CORP
By:/s/ A.Patrick Linton
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A.Patrick Linton, President
Dated: July 28, 2000
