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)
December 19, 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 5 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 the press release
announcing Southern National Corporation's (NYSE:SNB) newly adopted
stockholder rights plan.
EXHIBIT INDEX
Exhibit 99.1 Newly Adopted Stockholder Rights Plan
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December 17, 1996
FOR IMMEDIATE RELEASE
Contacts:
ANALYSTS MEDIA
B. Gloyden Stewart, Jr. Scott E. Reed Bob Denham
Senior Vice President Senior Executive Vice President Vice President
Investor Relations Chief Financial Officer Public Relations
(919) 246-4219 (910) 733-3088 (910) 733-2202
Southern National adopts stockholder rights plan
WINSTON-SALEM, N.C. -- Southern National Corporation (NYSE:SNB)
announced today that its Board of Directors has adopted a "Rights Plan"
for stockholders. The plan is designed to enhance the ability of all of
Southern National's stockholders to realize the long-term value of their
investment in Southern National and to permit the Board of Directors to
play a role in the event of an unsolicited acquisition proposal. The
Rights Plan provides that one preferred stock purchase "Right" will be
distributed as a dividend on each outstanding share of Southern National's
common stock as of the close of business on January 17, 1997.
The Rights Plan is intended to deter coercive or unfair takeover
tactics and to prevent an acquirer from gaining control of Southern
National without offering fair and equal treatment to all of Southern
National's stockholders.
Details of the Rights Plan will be summarized in a letter to be mailed
in the near future to all stockholders.
MORE
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The Board of Directors declared a dividend to stockholders on record as
of January 17, 1997, consisting of one Right for each common share held.
Initially, the Rights, which will expire in 10 years, will not be
exercisable and will not be transferable apart from the common stock. The
Rights will become exercisable only if a person or group acquires 20% or
more of Southern National's common stock, or Southern National's Board of
Directors determines, pursuant to the terms of the Rights Plan, that any
person or group that has acquired 10% or more of Southern National's
common stock is an "Adverse Person." Each Right would then enable the
holder to purchase 1/100th of a share of a new series of Southern National
preferred stock at an initial exercise price of $145.00. The Board of
Directors will be entitled to redeem the Rights at $.01 per Right under
certain circumstances specified in the Rights Plan.
If any person or group becomes the beneficial owner of 25% or more of
Southern National's common stock, with certain exceptions, or if the Board
of Directors determines that any 10% or more stockholder is an "Adverse
Person," each Right will entitle its holder (other than the person
triggering exercisability of the Rights) to purchase, at the Right's then-
current exercise price, shares of Southern National's common stock having
a value of twice the Right's exercise price. In addition, if after any
person or group has become a 20% or more stockholder, Southern National is
involved in a merger or other business combination transaction with
another person in which its common stock is changed or converted, or sells
50% or more of its assets or earning power to another person, each Right
will entitle its holder to purchase, at the Right's then-current exercise
price, shares of common stock of such other person having a value of twice
the Right's exercise price.
Southern National, with $21.1 billion in consolidated assets at
September 30, is the parent company of Branch Banking and Trust Company
(BB&T) and controls the second largest share of deposits in North Carolina
and the third largest in South Carolina. Through its subsidiaries in the
Carolinas and Virginia, Southern National currently operates 423 banking
offices in 219 cities and towns.
The common stock of Southern National Corporation is traded on the New
York Stock Exchange under the symbol SNB. The stock closed at $34.25 on
December 16.
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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: December 19, 1996
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