SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) January 29, 1999
MASON-DIXON BANCSHARES, INC.
(Exact name of Registrant as specified in Charter)
Maryland 0-20516 52-1764929
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
45 W. Main Street, Westminster, MD 21157
(Address of Principal Executive Offices/Zip Code)
Registrant's telephone number, including area code: (410) 857-3401
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Mason-Dixon Bancshares, Inc. (OTC:MSDX), announces that is has entered
into a definitive agreement to be acquired by BB&T Corporation (NYSE:BBT), a
Winston-Salem, N.C.-based corporation, in a $256.9 million stock transaction
that will double BB&T's presence in Maryland.
Mason-Dixon stockholders will receive 1.30 shares of BB&T common stock
for each share of Mason-Dixon common stock. Based on BB&T's closing price of
$38.44 on January 26, the indicated value for Mason-Dixon would be $49.97 per
share. The transaction, approved by the boards of directors of both companies,
will be accounted for as a pooling of interests.
Mason-Dixon will increase BB&T's assets to about $2.4 billion in
Maryland, where BB&T will rank eighth in market share.
Mason-Dixon's $1.1 billion franchise will extend BB&T's Maryland
presence in the economically strong markets in central Maryland. Mason-Dixon
Bancshares is the parent company of Carroll County Bank and Trust Company, Bank
of Maryland, and Rose Shanis Financial Services, LLC.
BB&T will donate $2.25 million and one acre to the city of Westminster
or other appropriate entity. Mason-Dixon had planned to build a new Carroll
County Bank and Trust operations center on the site. The money will help
facilitate redevelopment of the land.
Thomas K. Ferguson, President and CEO of Mason-Dixon, will be named
executive vice president of civic and economic development for BB&T's Maryland
regions. He also will serve on the bank's North Carolina board of directors.
Westminster will become headquarters for BB&T's newest Maryland community bank
region. Carroll County Bank Chief Executive Officer Michael Oster will be named
the new region's president.
The merger, which is subject to the approval of Mason-Dixon's
stockholders and banking regulators, is expected to be completed in the third
quarter of 1999. BB&T Corporation, with $35 billion in assets, operates 534
banking offices in Maryland, Virginia, Washington, D.C., and the Carolinas.
* * * * * *
This Current Report contains forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995. Such statements
are not historical facts and include information about the proposed BB&T
acquisition, anticipated value of Mason-Dixon shares, accounting treatment of
the transaction, future management positions, and the anticipated closing date
for the acquisition. These statements may be identified by such forward-looking
terminology as "expect", "believe", "anticipate", or by expressions of
confidence such as "continuing" or "strong" or similar statements or variations
of such terms. Such forward-looking statements involve certain risks and
uncertainties. These include, but are not limited to, whether the merger will be
consummated, whether the merger will be consummated in the manner
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anticipated, general economic conditions and competition in the geographic and
business areas in which Mason-Dixon and its subsidiaries operate, inflation,
fluctuations in interest rates, legislation, and governmental regulation. Actual
events may differ materially from such forward-looking statements. Mason-Dixon
assumes no obligation for updating any such forward-looking statements at any
time.
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.
MASON-DIXON BANCSHARES, INC.
By: /s/ Thomas K. Ferguson
Date: January 29, 1999 -------------------------------------
Thomas K. Ferguson
President and Chief Executive Officer
F7022.600
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