<PAGE>
As filed with the Securities and Exchange Commission on December 19, 1995
Registration No. 33-57861
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
Southern National Corporation
(Exact name of registrant as specified in its charter)
North Carolina 56-0939887
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
200 West Second Street
Winston-Salem, North Carolina 27101
(910) 773-7200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Jerone C. Herring
Senior Vice President, General Counsel and Secretary
Southern National Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
(910) 773-7413
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Copies to:
David M. Carter
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
================================================================================
729,218 Shares
SOUTHERN NATIONAL CORPORATION
COMMON STOCK
-----------------------
This Prospectus relates to the offer and sale of an aggregate of 729,218
shares of the common stock, par value $5.00 per share ("Common Stock"), of
Southern National Corporation (the "Company", the "Corporation" or "SNC") by
certain stockholders of the Company (the "Selling Stockholders"). The shares of
Common Stock offered by the Selling Stockholders hereby are referred to herein
as "Shares."
The Shares may be sold directly by the Selling Stockholders or by their
pledgees, donees, transferees or other successors in interest. Alternatively,
the Shares may be offered to or through brokers or dealers who may act solely as
agents or who may acquire Shares as principals. The distribution of the Shares
may be effected in one or more transactions that may take place on the New York
Stock Exchange ("NYSE"), including block trades or ordinary broker's
transactions, or through privately negotiated transactions or sales to one or
more broker/dealers for resale of such securities as principals, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by these holders in
connection with such sales. In connection with such sales, the Selling
Stockholders and any participating brokers or dealers may be deemed
"underwriters" as such term is defined in the Securities Act of 1933, as amended
(the "Securities Act").
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. See "Use of Proceeds."
No underwriter is being utilized in connection with this offering. The
Company has agreed to bear all expenses (other than commissions or discounts of
underwriters, dealers or agents, brokers' fees, state and local transfer taxes,
and fees and expenses of counsel or other advisors to the Selling Stockholders)
in connection with the registration of the Shares being offered by the Selling
Stockholders, estimated to be $24,000. See "Plan of Distribution" herein for a
description of indemnification arrangements between the Company and the Selling
Stockholders.
The Common Stock is traded on the NYSE under the symbol "SNB." On
December 15, 1995, the closing price of the Common Stock was $26 1/8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE SHARES OF SOUTHERN NATIONAL CORPORATION COMMON STOCK OFFERED HEREBY ARE
NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
-----------------------
The date of this Prospectus is December ___, 1995.
<PAGE>
AVAILABLE INFORMATION
SNC is subject to the reporting and informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the SEC. Such
reports, proxy statements and other information filed with the SEC can be
inspected and copied at the public reference facilities maintained by the SEC at
Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549, and at the Regional
Offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60611-2511 and 7 World Trade Center (13th Floor), New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. Such reports, proxy statements and other information with
respect to SNC may also be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005. As permitted by the Rules and Regulations of
the SEC, this Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3, of which this Prospectus is a part, and
exhibits thereto (together with the amendments thereto, the "Registration
Statement"), which have been filed by SNC with the SEC under the Securities Act
of 1933 (the "Securities Act") with respect to SNC Common Stock and to which
reference is hereby made for further information.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Corporation hereby incorporates by reference in this Prospectus the
following documents filed with the Commission: The following documents
concerning SNC (File No. 1-10853) are incorporated by reference herein: (i) the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1994,
the consolidated financial statements and certain other information therein
having been superseded by the consolidated financial statements and certain
other information for the year ended December 31, 1994, that are included in the
Corporation's Current Report on Form 8-K, dated June 30, 1995, to reflect the
Corporation's merger with BB&T Financial Corporation ("BB&T Financial"); (ii)
the Corporation's Quarterly Reports on Form 10-Q for the periods ended March 31,
1995, June 30, 1995 and September 30, 1995; (iii) the description of the Common
Stock in the Corporation's registration statement filed under the Exchange Act
with respect to the Common Stock, including all amendments and reports filed
with the purpose of updating such description; (iv) the Corporation's Current
Reports on Form 8-K filed February 24, 1995, filed March 14, 1995 (as amended
as of May 12, 1995, May 22, 1995 and August 4, 1995), filed April 21, 1995,
filed May 24, 1995, filed June 30, 1995, filed August 3, 1995 and filed
October 19, 1995.
All other reports filed by the Corporation with the Commission pursuant to
Section 13(a) and 13(c) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of shares of
the Corporation's Common Stock pursuant to this Prospectus, any definitive proxy
or information statement filed pursuant to Section 14 of the Exchange Act in
connection with any subsequent meetings of shareholders and any reports filed
pursuant to Section 15 of the Exchange Act prior to any such termination of the
offering of shares, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modified or superseded such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Corporation will provide promptly without charge to each person to whom
this Prospectus is delivered, on the written or oral request of any such person,
a copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents which are not specifically incorporated by
reference in such documents). Written requests for such copies should be
directed to Jerone C. Herring, General Counsel, Southern National Corporation,
200 West Second Street, Winston-Salem, North Carolina 27101. Telephone requests
may be directed to 910/773-7413.
Additional information regarding the Corporation, this Prospectus described
herein and the securities offered by this Prospectus is contained in the
Registration Statement on Form S-3 and the exhibits relating thereto, as filed
with the Commission under the Securities Act of 1933, as amended. For further
information in this regard, reference is made to the Registration Statement and
the exhibits thereto, which may be inspected without charge at, and copies
thereof may be obtained at prescribed rates from, the office of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549.
1
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USE OF PROCEEDS
The Company will receive no proceeds from the sale of Shares by the Selling
Stockholders.
SELLING STOCKHOLDERS
The Shares being offered hereby by the Selling Stockholders were acquired
in connection with the acquisitions by the Company of (i) Prime Rate Premium
Finance Corporation, Inc. ("Prime Rate"), a South Carolina corporation, Agency
Technologies, Inc., ("Agency"), a South Carolina corporation, and IFCO, Inc.
("IFCO"), a Virginia corporation; (ii) McLean, Brady and McLean Agency, Inc.
("McLean"), a North Carolina corporation; and (iii) Leasing Associates, Inc., a
South Carolina corporation.
The following table sets forth, for each Selling Stockholder, the amount of
Common Stock of the Company owned, the number of shares of Common Stock offered
hereby and the number of shares of Common Stock of the Company to be held after
completion of the offering hereby, and the nature of any position, office or
other material relationship that the Selling Stockholder has had within the past
three years with the Company or any of its predecessors or affiliates.
<TABLE>
<CAPTION>
Number of Shares
to be Held After
Name and Number of Number of Shares Completion of
Address Shares Owned Offered Hereby this Offering
- ---------------------------- ------------ ---------------- ----------------
<S> <C> <C> <C>
Charles M. Shelton, Sr./1/ 148,129 148,129 -0-
R. Edwin Shelton 148,129 148,129 -0-
Amanda L. Shelton 37,033 37,033 -0-
Charles M. Shelton, Jr. 37,033 37,033 -0-
Jennifer S. Egues 24,688 24,688 -0-
Winifred L. Shelton 24,688 24,688 -0-
Lydia S. Surles 24,689 24,689 -0-
James R. Lingle, Sr. 111,097 111,097 -0-
James R. Lingle, Jr./2/ 37,033 37,033 -0-
Clarkson B. McLean/3/ 38,845 38,823 22
</TABLE>
- ---------------
/1/ Charles M. Shelton owns 40,000 shares of preferred stock subject to
Escrow Agreement.
/2/ Includes 35,978 shares of SNC Common Stock pledged to First Union
National Bank of South Carolina. In addition to possible resales of such shares
by Mr. Lingle, the registration statement covers any resale of shares by First
Union National Bank of South Carolina who hold such shares as pledgees.
/3/ Clarkson B. McLean has held the position of Senior Vice President since
the acquisition of McLean on June 1, 1994.
2
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<TABLE>
<S> <C> <C> <C>
James P. Clamp 54,726 50,896 3,830
Wingate College 2,349 2,349 -0-
Dorothy C. Dickson 13,311 13,311 -0-
Cecelia D. Stewart 15,660 15,660 -0-
Robert T. Dickson 15,660 15,660 -0-
</TABLE>
- -------------
*No Selling Stockholder owns 1% or more of the outstanding Common Stock.
PLAN OF DISTRIBUTION
The Shares may be sold directly by the Selling Stockholders or by their
pledgees, donees, transferees or other successors in interest. Alternatively,
the Shares may be offered to or through brokers or dealers who may act solely as
agents, or who may acquire Shares as principals. The distribution of the Shares
may be effected in one or more transactions that may take place on the NYSE,
including block trades or ordinary broker's transactions, or through privately
negotiated transactions or sales to one or more broker/dealers for resale of
such securities as principals, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by these holders in connection with such sales. In connection with such
sales, the Selling Stockholders and any participating brokers or dealers may be
deemed "underwriters" as such term is defined in the Securities Act.
No underwriter is being utilized in connection with this offering. The
Company has agreed to bear all expenses (other than commissions or discounts of
underwriters, dealers or agents, brokers' fees, state and local transfer taxes,
and fees and expenses of counsel or other advisors to the Selling Stockholders)
in connection with the registration of the Shares being offered by the Selling
Stockholders, estimated to be $24,000.
The Company has agreed to indemnify the Selling Stockholders, and the
Selling Stockholders have agreed to indemnify the Company, from certain damages
or liabilities arising out of or based upon any untrue statement of a material
fact contained in, or material omission from, the Registration Statement, to the
extent such untrue statement or omission was made in the Registration Statement
in reliance upon information furnished by the indemnifying party.
DESCRIPTION OF COMMON STOCK
General
SNC's authorized capital stock consists of 300,000,000 shares of Common
Stock, par value $5 per share, and 5,000,000 shares of preferred stock, par
value $5 per share. Under SNC's Articles of Incorporation, the Board of
Directors of SNC has the power, without further action by the stockholders, to
provide for the issuance of preferred stock in one or more series and to fix the
voting powers, designations, preferences, and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions thereof
by adopting a resolution or resolutions creating and designating such series.
As of September 30, 1995, there were 103,323,683 shares of Common Stock and
740,369 shares of preferred stock outstanding. The capital stock of SNC does
not represent or constitute a deposit account and is not insured by the Federal
Deposit Insurance Corporation ("FDIC").
3
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Common Stock
Each share of Common Stock is entitled to such dividends as may from time
to time be declared by the Board of Directors from any funds legally available
for dividends. If certain requirements are met, share dividends in shares of
another class or series may be issued to holders of Common Stock. Additionally,
the holders of shares of Common Stock will be entitled to receive such other
distributions as the SNC Board may declare; provided, however, no distributions
may be made if, after giving effect thereto: (i) SNC would not be able to pay
its debts as they become due in the ordinary course of business; or (ii) SNC's
total assets would be less than the sum of SNC's total liabilities plus the
amount that would be needed, if SNC were to be dissolved at the time of
distribution, to satisfy claims of holders of SNC Convertible Preferred Stock
and such shareholders which have preferential rights superior to the rights of
holders of Common Stock. Common Stock is not redeemable or entitled to any
sinking fund. Holders of Common Stock are entitled to one vote per share.
Stockholders do not have cumulative voting rights in the election of directors
so long as SNC has shares of any class of securities entitled to be voted at a
meeting that are held of record by more than 2,000 shareholders or listed on a
national securities exchange, unless the SNC Articles are amended to provide
otherwise. The Common Stock has no conversion rights and the holders of Common
Stock have no preemptive or other rights to subscribe for additional securities
of SNC. In the event of liquidation of SNC, after the payment or provision for
payment of all debts and liabilities and subject to the rights of the holders of
preferred stock which may be outstanding, the holders of Common Stock will be
entitled to share ratably in the remaining assets of SNC. Shares of Common
Stock are fully paid and nonassessable. The shares of Common Stock are listed
on the NYSE.
Anti-Takeover Provisions
Certain provisions of North Carolina law, the SNC Bylaws and the SNC
Articles and certain other arrangements, some of which are described below, may
discourage an attempt to acquire control of SNC that a majority of either
corporation's shareholders determined was in their best interests. These
provisions also may render the removal of one or all directors more difficult or
deter or delay corporate changes of control that the SNC Board did not approve.
Classified Board of Directors. The provisions of the SNC Bylaws and the
SNC Articles providing for classification of the Board of Directors into three
separate classes and removal of directors only for cause may have certain anti-
takeover effects.
Authorized Preferred Stock. The rights of holders of Common Stock will be
subject to, and may be adversely affected by, the rights of holders of any SNC
Preferred Stock that may be issued in the future. Any such issuance may
adversely affect the interests of holders of Common Stock by limiting the
control that such holders may exert by exercise of their voting rights, by
subordinating their rights in liquidation to the rights of the holders of such
SNC Preferred Stock, and otherwise. In addition, the issuance of SNC Preferred
Stock, in some circumstances, may deter or discourage takeover attempts and
other changes in control of SNC, including takeovers and changes in control that
some holders of Common Stock may deem to be in their best interests and in the
best interests of SNC, by making it more difficult for a person who has gained a
substantial equity interest in SNC to obtain control or to exercise control
effectively. SNC has no current plans or agreements with respect to the
issuance of any shares of SNC Preferred Stock, other than the issuance of SNC
Convertible Preferred Stock.
Notice Provisions. The SNC Bylaws provide that a shareholder wishing to
nominate a person as a candidate for election to the SNC Board must submit such
nomination in writing to the Secretary of SNC not later than 60 days before one
year after the date of the immediately preceding Annual Meeting of Shareholders,
together with biographical information about the candidate, the shareholder's
name and shareholdings, in order for such candidate to be considered at the next
Annual Meeting. Similarly, a shareholder must notify the Secretary of SNC in
writing not later than 60 days before one year after the date of the immediately
preceding Annual Meeting of the shareholder's intention to make a proposal for
consideration at the next Annual Meeting. As to each proposal, the notice must
contain (i) a brief description of the proposal, (ii) the name and shareholdings
of the shareholder and (iii) any material interest of the shareholder in such
proposal.
4
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Shareholder Meetings. Shareholders of SNC may not request that a special
meeting of shareholders be called.
INDEMNIFICATION
Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation
Act ("NCBCA") contain specific provisions relating to indemnification of
directors and officers of North Carolina corporations. In general, the statute
provides that: (i) a corporation must indemnify a director or officer who is
wholly successful in his defense of a proceeding to which he is a party because
of his status as such, unless limited by the articles of incorporation; and (ii)
a corporation may indemnify a director or officer if he is not wholly successful
in such defense, if it is determined as provided in the statute that the
director or officer meets a certain standard of conduct, provided that when a
director or officer is liable to the corporation, the corporation may not
indemnify him. The statute also permits a director or officer of a corporation
who is a party to a proceeding to apply to the courts for indemnification,
unless the articles of incorporation provide otherwise, and the court may order
indemnification under certain circumstances set forth in the statute. The
statute further provides that a corporation may in its articles of incorporation
or bylaws or by contract or resolution provide indemnification in addition to
that provided by the statute, subject to certain conditions set forth in the
statute.
The SNC Bylaws provide for the indemnification of directors and executive
officers against liabilities arising out of such person's status as such,
excluding any liability relating to activities that were at the time known or
believed by such person to be clearly in conflict with the best interests of
SNC.
DIRECTOR LIABILITY
The NCBCA provides that in suits brought by shareholders or by the
corporation, the liability of a director is limited by statute except in cases
of (i) acts or omissions that the director knew or believed were clearly in
conflict with the best interests of the corporation, (ii) unlawful distributions
or (iii) any transaction providing the director an improper personal benefit.
The statutory limit on liability can be, and in the case of SNC and BB&T
Financial has been, reduced by the shareholders to zero.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding)
5
<PAGE>
is asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
LEGAL MATTERS
The legality of the Common Stock being offered hereby will be passed upon
for the Company by Hunton & Williams, 901 East Byrd Street, Richmond, Virginia
23219.
EXPERTS
The consolidated financial statements of SNC and its subsidiaries as of
December 31, 1994 and 1993, and for each of the years in the three-year period
ended December 31, 1994, included in SNC's Current Report on Form 8-K, dated
June 30, 1995, and incorporated by reference in this Prospectus, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein by reference upon
the authority of said firm as experts in giving said reports. Reference is made
to said report, which includes an explanatory paragraph with respect to the
change in the method of accounting for investments in debt and equity securities
in 1994, as discussed in Note A to the consolidated financial statements, and
the changes in the method of accounting for acquisitions of thrift institutions,
income taxes, and postretirement benefits other than pensions in 1993, as
discussed in Notes A and K to the consolidated financial statements.
The consolidated financial statements of BB&T Financial Corporation
("BB&T") and its subsidiaries as of December 31, 1993 and 1992 and for each of
the years in the three-year period ended December 31, 1993 which are
incorporated herein by reference from SNC's Current Report on Form 8-K dated
February 24, 1995 and the consolidated financial statements of BB&T and its
subsidiaries as of December 31, 1994 and 1993 and for each of the years in the
three-year period ended December 31, 1994 which are incorporated herein by
reference from SNC's Current Report on Form 8-K/A Amendment No. 1 dated May 12,
1995 have been incorporated by reference herein and in the Registration
Statement in reliance upon the reports of KPMG Peat Marwick LLP and Donald G.
Jones and Company, P.A., independent certified public accountants, incorporated
by reference herein, and upon the authority of said firms as experts in
accounting and auditing. The report of KPMG Peat Marwick LLP dated January 17,
1995 refers to a change in the method of accounting for certain investments in
debt and equity securities in 1994.
6
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Estimated expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are as
follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.. $ 5,532
Blue Sky fees and expenses........................... 2,000
Legal fees........................................... 5,000
Accounting fees...................................... 10,000
Printing, engraving and postage expenses............. 1,000
Miscellaneous expenses............................... 468
-------
Total.............................................. $24,000
</TABLE>
Item 15. Indemnification of Directors and Officers
The SNC Bylaws provide that SNC shall indemnify to the fullest extent
permitted by law any person who (i) is, or has served as, an officer or director
of SNC (ii) is, or has served as, at the request of the Company, an officer or
director of any enterprise in which SNC has a significant financial interest
(each, an "Affiliate") or (iii) is, or has served as, a trustee or administrator
under any employee benefit plan sponsored by SNC or any Affiliate.
North Carolina law permits a corporation to indemnify any director or
officer of the corporation against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement incurred in
connection with any actual or threatened action, suit or proceeding brought
because such person is or was a director or officer of the corporation;
provided, however, that a corporation may not indemnify or agree to indemnify a
director or officer against liability or expenses he may incur on account of his
activities which were at the time taken known or believed by him to be clearly
in conflict with the best interests of the corporation.
SNC has in force and effect a policy effective during the period insuring
the directors and officers of SNC against losses which they or any of them shall
become legally obligated to pay for reason of any actual or alleged error or
misstatement or misleading statement or act or omission or neglect or breach of
duty by the directors and officers in the discharge of their duties,
individually or collectively, or any matter claimed against them solely by
reason of their being directors or officers, such insurance coverage being
limited to an aggregate sum of $30,000,000 each policy year, and such coverage
being further limited by the specific terms and provisions of the insurance
policy.
Item 16. Exhibits
3.1 -Amended and Restated Articles of Incorporation of SNC (filed as
Exhibit 4(a) to SNC's Registration Statement on Form S-3 filed on
June 9, 1993 (Registration Statement No. 33-64176) and
incorporated herein by reference)
3.2 -Bylaws of SNC (filed as Exhibit 3.2 to SNC's Registration Statement
on Form S-4 filed on June 20, 1989 (Registration Statement No. 33-
20586) and incorporated herein by reference)
5 -Opinion of Hunton & Williams (previously filed)
23.1 -Consent of Arthur Andersen LLP
II-1
<PAGE>
23.2 -Consent of KPMG Peat Marwick LLP
23.3 -Consent of Donald G. Jones and Company, P.A.
23.7 -Consent of Hunton & Williams (included in Exhibit 5)
24 -Powers of Attorney of Directors and Officers of the Company (included
on signature pages)
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being
II-2
<PAGE>
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Winston-Salem, State of North Carolina, on
December 19, 1995.
SOUTHERN NATIONAL CORPORATION
(Registrant)
By: /s/ John A. Allison
------------------------------------------------
John A. Allison
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed by the following persons in the
capacities indicated on December 19, 1995.
Signature Title
--------- -----
/s/ John A. Allison Chairman, Chief Executive Officer and Director
- ---------------------------- (Principal Executive Officer)
John A. Allison
/s/ Scott E. Reed Executive Vice President and Chief Financial
- ---------------------------- Officer (Principal Financial Officer)
Scott E. Reed
/s/ Sherry A. Kellett Executive Vice President and Controller
- ---------------------------- (Principal Accounting Officer)
Sherry A. Kellett
/s/ Paul B. Barringer Director
- ----------------------------
Paul B. Barringer
/s/ W. R. Cuthbertson, Jr. Director
- ----------------------------
W. R. Cuthbertson, Jr.
/s/ Ronald E. Deal Director
- ----------------------------
Ronald E. Deal
II-4
<PAGE>
/s/ Albert J. Dooley, Sr. Director
- ----------------------------
Albert J. Dooley, Sr.
/s/ Joe L. Dudley, Sr. Director
- ----------------------------
Joe L. Dudley, Sr.
/s/ Tom D. Efird Director
- ----------------------------
Tom D. Efird
Director
- ----------------------------
O. William Fenn, Jr.
/s/ Paul S. Goldsmith Director
- ----------------------------
Paul S. Goldsmith
/s/ Lloyd Vincent Hackley Director
- ----------------------------
Lloyd Vincent Hackley
/s/ Ernest F. Hardee Director
- ----------------------------
Ernest F. Hardee
/s/ Richard Janeway Director
- ----------------------------
Richard Janeway, M.D.
/s/ J. Ernest Lathem Director
- ----------------------------
J. Ernest Lathem
/s/ James H. Maynard Director
- ----------------------------
James H. Maynard
/s/ Joseph A. McAleer Director
- ----------------------------
Joseph A. McAleer
/s/ Albert O. McCauley Director
- ----------------------------
Albert O. McCauley
/s/ Dickson McLean, Jr. Director
- ----------------------------
Dickson McLean, Jr.
/s/ Charles E. Nichols Director
- ----------------------------
Charles E. Nichols
/s/ L. Glenn Orr Director
- ----------------------------
L. Glenn Orr, Jr.
/s/ A. Winniett Peters Director
- ----------------------------
A. Winniett Peters
/s/ Richard L. Player, Jr. Director
- ----------------------------
Richard L. Player, Jr.
/s/ C. Edward Pleasants Director
- ----------------------------
C. Edward Pleasants
/s/ Nido R. Qubein Director
- ----------------------------
Nido R. Qubein
/s/ A. Tab Williams, Jr. Director
- ----------------------------
A. Tab Williams, Jr.
II-5
<PAGE>
EXHIBIT INDEX
3.1 Amended and Restated Articles of Incorporation of
SNC (filed as Exhibit 4(a) to SNC's Registration
Statement on Form S-3 filed on June 9, 1993
(Registration Statement No. 33-64176) and
incorporated herein by reference)
3.2 Bylaws of SNC (filed as Exhibit 3.2 to SNC's
Registration Statement on Form S-4 filed on June
20, 1989 (Registration Statement No. 33-20586) and
incorporated herein by reference)
5 Opinion of Hunton & Williams (previously filed)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Donald G. Jones and Company, P.A.
23.4 Consent of Hunton & Williams (included in Exhibit
5)
24 Powers of Attorney of Directors and Officers of
the Company (included on signature pages)
<PAGE>
Exhibit 23.1
ARTHUR ANDERSEN LLP
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 28, 1995,
included in Southern National Corporation's Report on Form 8-K dated June 30,
1995 and to all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
December 19, 1995.
<PAGE>
Exhibit 23.2
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report dated January 19, 1994, except as to note 2
which is as of June 30, 1994, included in Southern National Corporation's
("SNC") Current Report on Form 8-K dated February 24, 1995 and to the use of our
report dated January 17, 1995 included in the Amendment No. 1 dated May 12, 1995
to SNC's Current Report on Form 8-K dated March 14, 1995, incorporated by
reference in the SNC Form S-3 Registration Statement, the purpose of which is to
register shares on behalf of certain SNC shareholders, and to the reference to
our firm under the heading "Experts" in the related prospectus. Our report dated
January 17, 1995 refers to a change in the method of accounting for certain
investments in debt and equity securities in 1994.
KPMG Peat Marwick LLP
Raleigh, North Carolina
December 18, 1995
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our report dated March 16, 1994 incorporated
herein by reference, and to the reference to our firm under the Heading
"Experts" in the Prospectus.
DONALD G. JONES AND COMPANY, P.A.
Columbia, South Carolina
December 18, 1995
