UNITED STATES
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)
November 4, 1996
Southern National Corporation
(Exact name of registrant as specified in its charter)
Commission file number : 1-10853
North Carolina 56-0939887
(State of incorporation) (I.R.S. Employer Identification No.)
200 West Second Street
Winston-Salem, North Carolina 27101
(Address of principal executive offices) (Zip Code)
(910) 733-2000
(Registrant's telephone number, including area code)
This Form 8-K has 6 pages. The sequential numbering of the pages is
indicated in the lower center.
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ITEM 5. OTHER EVENTS
The purpose of this Current Report on Form 8-K is to file Southern
National Corporation's (NYSE:SNB) and United Carolina Bancshares Corporation's
(NASDAQ:UCAR) joint announcement of the signing of a merger agreement to be
accounted for as a pooling of interests.
EXHIBIT INDEX
Exhibit 99.1 Press Release issued November 4, 1996
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November 4, 1996
FOR IMMEDIATE RELEASE
Media and Analyst Contacts:
SOUTHERN NATIONAL UNITED CAROLINA BANCSHARES
Scott E. Reed Ronald C. Monger
Senior Executive Vice President Executive Vice President
Chief Financial Officer Chief Financial Officer
(910) 733-3088 (910) 642-1351
Bob Denham B. Gloyden Stewart John F. McLaughlin
Vice President Senior Vice President Senior Vice President
Public Relations Investor Relations Corporate Communications
(910) 733-2202 (919) 246-4219 (910) 642-1347
Southern National and UCB announce merger agreement
WINSTON-SALEM and WHITEVILLE, N.C. -- Southern National Corporation
(NYSE:SNB) and United Carolina Bancshares Corporation (NASDAQ:UCAR)
jointly announced today the signing of a merger agreement that will
create the largest bank in the Carolinas and the 30th largest bank
holding company in the nation.
The merger between the Winston-Salem, N.C.-based Southern National
and the Whiteville, N.C.-based UCB will form a financial institution
with more than $25 billion in assets, the largest share of deposits in
North Carolina, at approximately 20%, and the third largest share of
deposits in South Carolina, at 11%. UCB's banking subsidiaries, United
Carolina Bank and United Carolina Bank of South Carolina, will merge
into Branch Banking and Trust Company (BB&T) and Branch Banking and
Trust Company of South Carolina, respectively, the principal banking
subsidiaries of Southern National.
"Southern National's announced acquisition strategy is to pursue very
high quality banks and thrifts in our current markets with the ultimate
goal of improving our financial performance and fundamental franchise
value," said Southern National Chairman and Chief Executive Officer John
A. Allison. "We could not be more pleased with the prospects of this
merger with UCB, which meets
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these objectives. This in-market merger significantly strengthens our base
of business in North and South Carolina. Both institutions have solid
capital positions, excellent credit quality, strong branch office networks
as well as very compatible corporate cultures. Considering the well-
recognized benefits and potential cost savings inherent in an in-market
merger, this transaction enables us to grow our franchise value and improve
upon our strong efficiencies and momentum in selling fee-based products and
services."
The merger, unanimously approved by the boards of directors of both
companies, will be accounted for as a pooling of interests in which UCB
shareholders will receive 1.135 shares of Southern National common stock
for each share of UCB common stock held. The transaction, which will be
structured as a tax-free exchange, is valued at $985 million based on
Southern National's closing price on November 1, 1996, of $35.25. The
deal is valued at $40.01 per share of UCB common stock. Under the terms
of the agreement, UCB has granted to Southern National an option to
purchase a number of UCB shares up to 19.9% of currently outstanding
shares. A similar provision has been granted to UCB by Southern National
wherein UCB has an option to purchase Southern National shares up to 9.9%
of currently outstanding shares. These option agreements are only
exercisable under certain circumstances.
UCB Chairman and Chief Executive Officer E. Rhone Sasser will serve on
Southern National's Board of Directors. "BB&T is committed to developing a
strong partnership with their customers, which is a philosophy UCB has
always pursued," said Mr. Sasser. "We anticipate an intensified level of
competition from banks and other non-bank financial service companies in
the future, and therefore believe this merger is right for the customers
and communities served by UCB. It provides our customers with continued
superior quality service from a world-class financial institution. BB&T's
community banking structure, which allows decisions affecting the customer
to be made locally, together with the resources and extensive array of
products and services available through BB&T, will result in substantial
advantages for our customers. This is also great news for our communities,
as BB&T has always been a strong corporate citizen and our combined
institution will continue to provide outstanding civic leadership."
"We are very enthusiastic about combining two financial institutions
with such strong earnings and financial positions," said Mr. Allison. "UCB
is a growing, customer-oriented organization which is an excellent match
for us in terms of credit culture and strategic focus. We are convinced
that the synergies between our two institutions will produce significant
long-term benefits for our customers, employees and shareholders. Also,
positioned as the clear market leader in the Carolinas, BB&T will be better
able to continue to meet the needs of the communities we serve."
The merger, which is subject to approval by the shareholders of both
companies as well as by federal and state banking regulators, is expected
to be completed by the second quarter of 1997.
Southern National currently operates 425 banking offices in 219 cities
and towns throughout the Carolinas and Virginia, while UCB operates 153
branch offices in 89 communities in North and South Carolina.
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Southern National and BB&T Chairman John A. Allison and UCB Chairman
E. Rhone Sasser will hold a conference call for news media at 11 a.m.
today. Reporters and editors may join the conference by calling 800-988-
9577. The passcode is "BB&T".
Southern National's news releases are available at no charge through
PR Newswire's Company News On-Call facsimile service. For a menu of
Southern National's news releases or to retrieve a specific release call
800-758-5804, extension 809325.
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S I G N A T U R E
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.
SOUTHERN NATIONAL CORPORATION
(Registrant)
By: /S/ SHERRY A. KELLETT
Sherry A. Kellett
Executive Vice President and Controller
(Principal Accounting Officer)
Date: November 4, 1996
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