Filed by FCNB Corp
Pursuant to Rule 425 under the
Securities Exchange Act of 1934 Commission File No.:000-15645
Subject Company: FCNB Corp
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."
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.
<PAGE>
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.
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.
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.
The press release as originally issued on July 27, 2000 omitted the
following disclosure which is being made in accordance with Rule 165 of the
Securities and Exchange Commission.
The foregoing may be deemed to be offering materials of BB&T Corporation in
connection with BB&T's proposed acquisition of FCNB Corp ("FCNB") of Frederick,
Maryland, on the terms and subject to the conditions in the Agreement and Plan
of Reorganization, dated July 26, 2000, between BB&T and FCNB. This filing is
being made in connection with Regulation of Takeovers and Security Holder
Communications (Release Nos. 33-7760 and 34-42055) adopted by the Securities and
Exchange Commission ("SEC").
Shareholders of FCNB and other investors are urged to read the proxy
statement/prospectus that will be included in the registration statement on Form
S-4, which BB&T will file with the SEC in connection with the proposed merger
because it will contain important information about BB&T, FCNB, the merger, the
persons soliciting proxies in the merger and their interests in the merger and
related matters. After it is filed with the SEC, the proxy statement/prospectus
will be available for free, both on the SEC's web site (http://www.sec.gov) and
from FCNB and BB&T as follows:
Shareholder Relations Shareholder Reporting
FCNB Corp BB&T Corporation
7200 FCNB Court Post Office Box 1290
Fredrick, Maryland 21703 Winston-Salem, North Carolina 27102
(301) 662-2191 ` (336) 733-3021
In addition to the proposed registration statement and proxy
statement/prospectus, BB&T and FCNB file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any
reports, statements or other information filed by either company at the SEC's
public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at
the SEC's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. BB&T's and FCNB's filings with the SEC are also
available to the public from commercial document-retrieval services and on the
SEC's web site at http://www.sec.gov.
