Item 5. Other Events,
Southern National Corporation ("Southern National" or the "Company") has
entered into an Agreement and Plan of Reorganization with Regional Acceptance
Corporation ("Regional"), dated as of March 29, 1996 (the "Agreement"), which
provides for the Company to acquire Regional in a transaction in which the
shareholders of Regional will receive .3929 shares of Southern National common
stock for each share of Regional common stock. The exchange ratio is subject
to adjustment in the event the average per share price of the Company's common
stock during a specified 10-day period prior to the closing is less than $24 or
greater than $32. The Company expects to issue approximately 6,040,000 shares
in the transaction, which is valued at approximately $167 million based on the
market price of the Company's common stock on the day preceding the date of
the Agreement. The transaction will be accounted for as a pooling of interests.
In connection with the Agreement, Regional granted Southern National an
option to purchase a number of Regional shares up to 19.9% of the currently
outstanding shares at $10.21 per share, exercisable only in certain events if
the transaction is not completed.
The transaction has been approved by the boards of directors of Southern
National and Regional and is subject to the approval of regulators and the
shareholders of Regional and other customary closing conditions. The
transaction is expected to be completed during the third quarter.
Regional specializes in indirect financing for consumer purchases of
mid-model and late-model used automobiles. Founded in 1978, Regional has 27
branch offices in North Carolina, South Carolina, Tennessee and Virginia.
Upon completion of the transaction, Regional will continue to operate under
its name as a wholly owned subsidiary of Southern National.
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, Controller
Principal Accounting Officer
Date: May 3, 1996
