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)
August 27, 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 3 pages. The sequential numbering of the pages is
indicated in the lower center.
Page 1
<PAGE>
Item 5. Other Events
Southern National Corporation ("Southern National") and Fidelity
Financial Bankshares Corporation of Richmond, Virginia, ("Fidelity Financial")
have entered into an Agreement and Plan of Reorganization, dated as of August
22, 1996 (the "Agreement"), whereby Southern National will purchase Fidelity
Financial in a stock transaction valued at $59.4 million based on Southern
National's closing stock price on August 21, 1996 of $31.125.
The transaction, approved by the Board of Directors of both
organizations, will be accounted for as a pooling-of-interests transaction in
which Fidelity Financial shareholders will receive .7931 shares of Southern
National's common stock in exchange for each share of Fidelity Financial stock
held.
The deal is valued at $24.68 per Fidelity Financial share. The exchange
ratio is fixed between Southern National stock prices of $26.50 and $31.50.
There is an adjustment provision with an outer collar of $24.00 and $35.00.
Any adjustments will be based on the average Southern National stock price for
a specified 20-day period prior to closing.
Fidelity Financial, with $321 million in assets, operates seven branches
in the Richmond metropolitan area through its subsidiary, Fidelity Federal
Savings Bank. The savings bank will merge into BB&T (Branch Banking & Trust
Company) of Virginia, one of three banking subsidiaries operated by Southern
National under the BB&T name.
Southern National, the seventh largest bank holding company in the
Southeast with $20.6 billion in assets, entered Virginia last year with the
acquisition of Commerce Bank of Virginia Beach. Fidelity Financial represents
Southern National's second merger in Virginia and gives the Winston-Salem,
N.C.-based company more than $1 billion in assets in Virginia. BB&T of North
Carolina currently controls the second largest share of deposits in North
Carolina, and BB&T of South Carolina controls the third largest share in South
Carolina.
In connection with the Agreement, Fidelity Financial granted Southern
National an option to purchase Fidelity Financial common stock equal to 19.9%
of the currently outstanding shares at an exercise price of $13.00 per share.
The option is exercisable only in certain events if the transaction is not
completed. The transaction is expected to be completed during the first
quarter of 1997 and is subject to the approval of regulators and the
stockholders of Fidelity Financial and customary closing conditions.
Page 2
<PAGE>
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: August 27, 1996
Page 3
