As Filed with the Securities and Exchange Commission on May 23, 1997
Registration No. 333 - _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BB&T CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 6060 56-0939887
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
200 West Second Street
Winston-Salem, North Carolina 27101
(910) 733-2000
(Address, including Zip Code, and telephone number, including
area code, of registrant's principal executive offices)
Jerone C. Herring, Esq.
200 West Second Street, 3rd Floor
Winston-Salem, North Carolina 27101
(910) 733-2180
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
The Commission is requested to send copies of
all communications to:
Douglas A. Mays
Womble Carlyle Sandridge & Rice, PLLC
3300 One First Union Center
301 South College Street
Charlotte, North Carolina 28202
Approximate date of commencement of proposed sale of the
securities 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.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered unit price registration fee
<S> <C> <C> <C> <C>
Common Stock, 686,223 shares $39.625(2) $27,191,586(2) $8,240
par value $5.00 per share (1)
</TABLE>
(1) Each share of the registrant's common stock includes one preferred
share purchase right.
(2) Estimated solely for the purpose of calculating the registration fee
and computed inaccordance with Rule 457(c) under the Securities Act
based on the high ($39.875) and low ($39.375) prices of the
registrants common stock as reported on the New York Stock Exchange
on May 16, 1997.
PROSPECTUS
686,223 SHARES
BB&T CORPORATION
COMMON STOCK
This Prospectus relates to the offer and sale of an aggregate of 686,223
shares of the common stock, par value $5.00 per share ("Common Stock"), of
BB&T Corporation (the "Company" or "BB&T") by certain shareholders of the
Company (the "Selling Shareholders"). The shares of Common Stock offered by
the Selling Shareholders hereby are referred to herein as the "Shares."
The Shares may be sold directly by the Selling Shareholders 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 disposition of the
Shares will not include the use of special selling efforts or methods, and may
be effected in one or more transactions that may take place on the New York
Stock Exchange (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
Shareholders 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
Shareholders 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
Shareholders) in connection with the registration of the Shares being offered
by the Selling Shareholders, estimated to be $21,000. See "PLAN OF
DISTRIBUTION" herein for a description of certain indemnification arrangements
between the Company and certain of the Selling Shareholders.
The Common Stock is traded on the NYSE under the symbol "BBK." On May
22, 1997, the closing price of the Common Stock was $39.63.
THE SECURITIES TO BE OFFERED PURSUANT TO THIS PROSPECTUS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR
NON-BANK SUBSIDIARY OF BB&T AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY.
The date of this Prospectus is May 27, 1997.
AVAILABLE INFORMATION
BB&T is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed with the Commission can be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the
following Regional Offices of the Commission: 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained at prescribed rates
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. The Commission maintains a World
Wide Web site on the Internet at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission, including BB&T.
Shares of Common Stock are listed on the NYSE, and proxy statements,
reports and other information concerning BB&T can also be inspected and copied
at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes part of a Registration Statement on Form S-3
(together with all amendments, exhibits and schedules thereto, the
"Registration Statement") filed by BB&T with the Commission under the
Securities Act with respect to the Shares. This Prospectus does not include
all of the information set forth in the Registration Statement, as permitted
by the rules and regulations of the Commission. The Registration Statement,
including any amendments, schedules and exhibits filed or incorporated by
reference as a part thereof, is available for inspection and copying as set
forth above. Statements contained in this Prospectus or in any document
incorporated herein by reference as to the contents of any contract or other
document referred to herein or therein are not necessarily complete and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement or such other document, and
each such statement shall be deemed qualified in its entirety by such
reference.
No person has been authorized to give any information or make any
representation in connection with the offering of securities made hereby other
than those contained or incorporated by reference in this Prospectus, and, if
given or made, such information or representation must not be relied upon as
having been authorized by BB&T. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy the securities covered by this
Prospectus in any jurisdiction where, or to or from any person to whom, it is
unlawful to make such offer or solicitation of an offer in such jurisdiction.
Neither the delivery of this Prospectus nor any distribution of securities
made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of BB&T since the date hereof or that
the information contained or incorporated by reference herein is correct as of
any time subsequent to its date.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by BB&T with the Commission
under the Exchange Act are incorporated herein by reference:
(a) BB&T's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) BB&T's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1997;
(c) BB&T's Current Report on Form 8-K dated January 14, 1997;
(d) BB&T's Current Report on Form 8-K dated April 11, 1997;
(e) BB&T's Current Report on Form 8-K dated May 23, 1997;
(f) The description of the Common Stock in BB&T's registration
statement filed under the Exchange Act with respect to the Common
Stock, including all amendments and reports filed for the purpose
of updating such description; and
(g) BB&T's Registration Statement on Form 8-A, dated January 10,
1997, with respect to the adoption of its shareholder rights plan.
All other reports filed by the Company 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 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.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS
TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE HEREIN) ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST
BY ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED. REQUESTS FOR DOCUMENTS
SHOULD BE DIRECTED TO INVESTOR RELATIONS, BB&T CORPORATION, 223 WEST NASH
STREET, WILSON, NORTH CAROLINA 27893 OR TELEPHONE: (919) 246-4219.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of Shares by the
Selling Shareholders.
SELLING SHAREHOLDERS
The Shares being offered hereby by the Selling Shareholders were acquired
in connection with (i) the acquisitions by BB&T Insurance Services, Inc., a
wholly owned indirect subsidiary of the Company ("BB&T Insurance"), of the
assets of (a) Boyle-Vaughan Associates, Inc., a South Carolina corporation, on
November 22, 1996; (b) Wm. Goldsmith Agency, Inc., a South Carolina
corporation, on November 7, 1996; and (c) C. Dan Joyner Insurance Agency,
Inc., a South Carolina corporation, on November 13, 1996; and (ii) the
acquisition on May 20, 1997 of (a) all of the outstanding shares of Phillips
Factors Corporation, a North Carolina corporation ("Factors"), by BB&T and (b)
all of the outstanding shares of Phillips Financial Corporation, a North
Carolina corporation ("Financial"), by Factors.
The following table sets forth, for each Selling Shareholder, 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 this offering, and the nature of any position, office
or other material relationship that the Selling Shareholder has had within the
past three years with the Company or any of its predecessors or affiliates.
No Selling Shareholder owns 1% or more of the outstanding Common Stock.
<TABLE>
<CAPTION>
Number of
Shares to be
Number of Number of Held after the
Shares Shares Completion of
Name Owned Offered Hereby this offering Relationship with BB&T
<S> <C> <C> <C> <S>
David J. Wells, Jr. 187,910 187,910 0 Senior Vice President of BB&T Insurance
since November 22, 1996
Thomas B. Boyle, III 187,909 187,909 0 Senior Vice President of BB&T Insurance
since November 22, 1996
Frank W. Hafner, Jr. 63,504 63,504 0 Vice President of BB&T Insurance since
November 22, 1996
Robert G. Boyle 26,370 26,370 0 Vice President of BB&T Insurance since
November 22, 1996
Richard D. Turner 26,370 26,370 0 Vice President of BB&T Insurance since
November 22, 1996
William Goldsmith Company, Inc. 61,108 52,454 8,654 (1)
Nick A. Theodore 100,275 17,484 82,791 Director of Branch Banking and Trust
Company of South Carolina, a wholly
owned indirect subsidiary of BB&T,
since 1987
John H. Temple 3,222 269 2,953 Vice President of BB&T Insurance since
November 7, 1996
C. Dan Joyner 37,271 24,541 12,730 Consultant to BB&T Insurance since
November 13, 1996
Lloyd E. Kessler 23,579 23,579 0 Vice President of BB&T Insurance since
November 13, 1996
Robert Niebauer 56,875 56,875 0 President of Factors, a BB&T subsidiary
since May 20, 1997
Mitchell Wiggs 18,958 18,958 0 President of Financial, a BB&T subsidiary
since May 20, 1997
(1) Paul S. Goldsmith, who has been a director of the Company since 1970, and
affiliates of Mr. Goldsmith beneficially own approximately 99% of the
outstanding capital stock of William Goldsmith Company, Inc.
</TABLE>
PLAN OF DISTRIBUTION
The Shares may be sold directly by the Selling Shareholders 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 disposition of the
Shares will not include the use of special selling efforts or methods, and 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 Shareholders 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
Shareholders) in connection with the registration of the Shares being offered
by the Selling Shareholders, estimated to be $21,000.
The Company has agreed to indemnify certain of the Selling Shareholders
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
not made in the Registration Statement in reliance upon information furnished
by the indemnified party.
The Shares have been approved for listing on the NYSE.
RECENT DEVELOPMENTS
UCB Merger
Pursuant to an Agreement and Plan of Reorganization dated as of November
1, 1996 by and between the Company and United Carolina Bancshares Corporation,
Whiteville, North Carolina ("UCB"), as amended and restated (the "UCB
Agreement"), UCB, which operates approximately 150 branch offices in the
Carolinas, will merge with and into the Company (the "UCB Merger"). Upon
consummation of the UCB Merger, which is expected to occur in mid-1997, each
share of the $4.00 par value common stock of UCB ("UCB Common Stock")
(excluding shares held by any dissenting shareholders) issued and outstanding
at the effective time of the UCB Merger will be converted into and exchanged
for 1.135 shares of Common Stock, subject to possible adjustment (the "UCB
Exchange Ratio"). The UCB Exchange Ratio is potentially subject to upward
adjustment if certain conditions are met concerning the trading price of
Common Stock. UCB would have the right to terminate the UCB Agreement if such
conditions should be met, in which case the Company would be required to
determine whether to proceed with the UCB Merger at a higher UCB Exchange
Ratio. In addition, at the effective time, all rights with respect to UCB
Common Stock outstanding at the effective time pursuant to stock options
granted by UCB under the existing stock plans of UCB, whether or not
exercisable, will be converted into and become rights with respect to Common
Stock on a basis that reflects the UCB Exchange Ratio. Approximately 28
million shares of Common Stock have been reserved for issuance in the UCB
Merger. The UCB Merger is intended to constitute a tax-free transaction under
the Internal Revenue Code of 1986, as amended, and to be accounted for as a
pooling of interests. The shareholders of the Company and UCB each approved
the requisite matters relating to the UCB Merger at shareholders' meetings
held on April 22, 1997.
Consummation of the UCB Merger is subject to various conditions,
including (a) receipt of all regulatory approvals required in connection with
the transactions contemplated by the UCB Agreement, provided that no
regulatory approval may impose any condition or requirement (other than
previously contemplated divestitures or conditions or restrictions caused by
other acquisitions by the Company) which, in the reasonable opinion of the
Company, would so materially adversely affect the business or economic
benefits of the UCB Merger as to render consummation of the UCB Merger
inadvisable or unduly burdensome; (b) receipt by the Company of a letter,
dated as of the effective time of the UCB Merger, from Arthur Andersen LLP to
the effect that the UCB Merger will qualify for pooling-of-interests
accounting treatment; (c) the representations and warranties of the respective
parties being true and accurate under the standards set forth in the UCB
Agreement; (d) the parties having performed in all material respects all
obligations and complied in all material respects with all covenants required
by the UCB Agreement; (e) the holders of no more than 9.0% of the outstanding
shares of UCB Common Stock having given written notice of their intent to
demand payment for their shares and having not voted for the UCB Merger,
pursuant to Article 13 of the North Carolina Business Corporation Act (the
"NCBCA"); and (f) satisfaction of certain other conditions.
In connection with executing the UCB Agreement, the Company and UCB
entered into two stock option agreements. Under the first stock option
agreement, UCB granted to the Company an option to purchase up to 4,828,960
shares of UCB Common Stock (representing 19.9 percent of the outstanding
shares of UCB Common Stock), at a purchase price of $30.50 per share, upon
certain terms and in accordance with certain conditions. Under the second
such stock option agreement, the Company granted to UCB an option to purchase
up to 10,806,121 shares of Common Stock (representing 9.9 percent of the
outstanding shares of Common Stock), at a purchase price of $34.625 per share,
upon certain terms and in accordance with certain conditions.
For certain information relating to the effects of the UCB Merger on the
Company's historical financial position and results of operations, see "PRO
FORMA CONDENSED FINANCIAL INFORMATION."
Other Acquisitions
On May 1, 1997, BB&T announced an agreement to purchase the investment
banking firm Craigie Incorporated ("Craigie"), of Richmond, Virginia, for an
undisclosed amount. With offices in Richmond and Charlotte, North Carolina,
Craigie specializes in the origination, trading and distribution of
fixed-income securities and equity products in both the public and private
capital markets. Craigie's public finance department provides investment
banking services, financial advisory services and municipal bond financing to
a variety of regional tax-exempt issuers. The firm's corporate finance
department specializes in raising capital for corporate clients and has an
active mergers and acquisitions practice. Established in 1929, Craigie will
continue to operate as a subsidiary of BB&T. The acquisition is expected to
be completed during the third quarter of 1997 and is subject to the approval
of the appropriate regulators and the shareholders of Craigie.
On May 6, 1997, BB&T announced that it will acquire Virginia First
Financial Corporation ("VFFC"), of Petersburg, Virginia, in a transaction
valued at $148.4 million based on the closing price of BB&T Common Stock of
$40.63 on May 5, 1997. VFFC, with approximately $817 million in assets,
operates 24 banking offices through its banking subsidiary, Virginia First
Savings Bank, and 12 mortgage loan production centers in Virginia and Maryland
under Virginia First Mortgage. Its primary businesses are retail banking and
mortgage banking. The acquisition, which is subject to the approval of the
shareholders of VFFC and federal and state banking regulators, is expected to
be completed by year end.
BB&T expects to continue to take advantage of the consolidation of the
financial services industry by further developing its franchise through the
acquisition of financial institutions. Such acquisitions may entail the
payment by BB&T of consideration in excess of the book value of the underlying
net assets acquired, may result in the issuance of additional shares of BB&T
capital stock or the incurring of an additional indebtedness by BB&T, and
could have a dilutive effect on the earnings or book value, per share, of
Common Stock. Moreover, such acquisitions sometimes result in significant
charges against earnings, although cost savings, especially incident to in-
market acquisitions, also are frequently anticipated.
PRO FORMA CONDENSED FINANCIAL INFORMATION
The following Pro Forma Condensed Financial Information and
explanatory notes are presented to show the impact of the UCB Merger on
BB&T's historical financial position and the impact of the UCB Merger and
BB&T's acquisition on March 1, 1997, of Fidelity Financial Bankshares
Corporation ("FFBC"), Richmond, Virginia, on BB&T's historical results of
operations. The UCB Merger is reflected in the Pro Forma Condensed Financial
Information under the pooling-of-interests method of accounting and the FFBC
Merger is reflected under the purchase method of accounting.
The Pro Forma Condensed Balance Sheet presented assumes that the UCB
Merger was consummated on March 31, 1997 and the Pro Forma Condensed Income
Statements assume that the UCB Merger and the FFBC Merger were consummated
at the beginning of each period presented, except where noted.
BB&T acquired three insurance agencies in the fourth quarter of 1996
which were accounted for under the purchase method of accounting. BB&T
issued 610,390 shares of Common Stock to effect the acquisitions and
recorded intangible assets of $16.9 million. Substantially all of these
shares were repurchased prior to the consummation of these transactions.
These amounts are not reflected in the Pro Forma Condensed Balance Sheet
contained herein. The intangible assets recorded would result in
amortization expense of $282,000 for the three months ended March 31, 1997
and $1.1 million for the year ended December 31, 1996. These amounts are not
reflected in the Pro Forma Condensed Income Statements contained herein.
During 1996, BB&T consummated a merger with Regional Acceptance
Corporation, Greenville, North Carolina, which was accounted for as a
pooling of interest, and UCB consummated mergers with Triad Bank and
Seaboard Savings Bank, SSB, Inc., which were accounted for as poolings of
interests. Accordingly, the consolidated financial statements of BB&T and
UCB, reflected in the following Pro Forma Condensed Financial Information,
have each been restated to give effect to the respective transactions.
The pro forma balances are not necessarily indicative of the results
had the UCB Merger and the FFBC Merger occurred at the beginning of the
periods presented, nor are they necessarily indicative of the results of
future operations.
<TABLE>
BB&T CORPORATION AND UNITED CAROLINA BANCSHARES CORPORATION
CONSOLIDATED PRO FORMA CONDENSED BALANCE SHEET
March 31, 1997
(Unaudited)
(Dollars in thousands, except per share data)
<CAPTION>
BB&T and UCB
Pro Forma Adjustments Pro Forma
BB&T UCB Debit Credit combined
<S> <C> <C> <C> <C> <C>
Assets
Cash and due from banks $ 552,111 $ 150,980 $ $ $ 703,091
Interest-bearing deposits with banks 8,327 -- 8,327
Federal funds sold and securities purchased
under resale agreements or similiar
arrangement 21,022 92,632 113,654
Securities available for sale 5,222,841 869,359 6,092,200
Securities held to maturity 122,182 44,417 166,599
Loans held for sale 264,625 -- 264,625
Loans and leases, net of unearned income 15,084,615 3,215,839 208,755(5) 18,091,699
Allowance for loan and lease losses (193,987) (48,266) (242,253)
Loans and leases, net 14,890,628 3,167,573 208,755 17,849,446
Premises and equipment, net 328,862 54,759 383,621
Other assets 641,597 108,119 7,660(1) 742,056
Total assets $ 22,052,195 $ 4,487,839 $ -- $ 216,415 $ 26,323,619
Liabilities and Shareholders' Equity
Noninterest-bearing demand deposits $ 2,009,401 $ 609,696 $ 52,189(5) $ 2,566,908
Savings and interest checking 1,430,386 630,692 2,061,078
Money rate savings 3,722,006 846,382 4,568,388
Other time deposits 8,394,303 1,951,882 469,698(5) 9,876,487
Total deposits 15,556,096 4,038,652 521,887 19,072,861
Short-term borrowed funds 2,183,091 39,862 2,222,953
Long-term debt 2,273,288 2,251 2,275,539
Accounts payable and other liabilities 286,283 48,226 354,858(2)(3)(5) 689,367
Total liabilities 20,298,758 4,128,991 521,887 354,858 24,260,720
Shareholders' equity:
Preferred stock, $5 par, 5,000,000 shares
authorized, none issued and
outstanding at December 31, 1996 -- -- --
Common stock, $5 par, 300,000,000 shares
authorized, 109,138,628 issued and
outstanding at March 31, 1997,
136,817,658 pro forma issued and
outstanding, respectively 545,693 97,547 40,848(4) 684,088
Additional paid-in capital 122,274 52,722 40,848(4) 134,148
Retained earnings 1,091,507 210,488 49,386(1)(2)(3) 1,252,609
Loan to employee stock ownership plan and
unvested restricted stock (1,935) -- (1,935)
Net unrealized appreciation on securities
available for resale (4,102) (1,909) (6,011)
Total shareholders' equity 1,753,437 358,848 90,234 40,848 2,062,899
Total liabilities and shareholders'
equity $ 22,052,195 $ 4,487,839 $ 612,121 $ 395,706 $ 26,323,619
See Notes for Pro Forma Condensed Financial Information.
</TABLE>
<TABLE>
Pro Forma Condensed Income Statement
For the Three Months Ended March 31, 1997
(Unaudited)
(Dollars in thousands, except per share data)
<CAPTION>
BB&T and BB&T, FFBC
FFBC and UCB
Pro Forma Pro Forma Pro Forma
BB&T FFBC(8) adjustments combined UCB(6) combined(6)
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on
loans and leases $ 332,269 $ 4,047 $ $ 336,316 $ 71,581 $ 407,897
Interest and dividends on
securities 83,292 347 83,639 13,438 97,077
Interest on short-term
investment 258 75 333 717 1,050
Total interest income 415,819 4,469 420,288 85,736 506,024
Interest Expense
Interest on deposits 140,950 1,892 142,842 38,377 181,219
Interest on short-term
borrowed funds 26,971 103 27,074 328 27,402
Interest on long-term debt 30,099 307 30,406 29 30,435
Total interest expense 198,020 2,302 200,322 38,734 239,056
Net Interest Income 217,799 2,167 219,966 47,002 266,968
Provision for loan and
lease losses 17,000 120 17,120 3,850 20,970
Net Interest Income After Provision
for Loan and Lease Losses 200,799 2,047 202,846 43,152 245,998
Noninterest Income
Service charges on deposit
accounts 30,600 46 30,646 5,855 36,501
Mortgage banking activities 10,486 (3) 10,483 1,267 11,750
Trust income 5,344 -- 5,344 1,514 6,858
Agency and other insurance
commissions 12,959 -- 12,959 1,893 14,852
Other nondeposit fees and
commissions 18,720 21 18,741 2,849 21,590
Securities gains (losses), net 811 -- 811 4 815
Other noninterest income 6,593 8 6,601 295 6,896
Total noninterest income 85,513 72 85,585 13,677 99,262
Noninterest Expense
Personnel expense 81,058 666 81,724 21,128 102,852
Occupancy and equipment expense 26,776 205 26,981 4,333 31,314
Federal deposit insurance expense 1,135 27 1,162 -- 1,162
Other noninterest expense 52,073 303 636(7) 53,012 10,622 63,634
Total noninterest expense 161,042 1,201 636 162,879 36,083 198,962
Earnings
Income before income taxes 125,270 918 (636) 125,552 20,746 146,298
Income tax expense 42,202 346 42,548 7,467 50,015
Net income 83,068 572 (636) 83,004 13,279 96,283
Per Common Share
Net income:
Primary $ .74 $ .74 $ .55 $ .69
Fully diluted $ .74 $ .74 $ .55 $ .69
Average Shares Outstanding
Primary 111,554,075 111,554,075 24,360,323 139,203,042
Fully diluted 111,554,075 111,554,075 24,360,323 139,203,042
See Notes to Pro Forma Condensed Financial Information.
</TABLE>
<TABLE>
Pro Forma Condensed Income Statement
For the Year Ended December 31, 1996
(Unaudited)
(Dollars in thousands, except per share data)
<CAPTION>
BB&T and BB&T, FFBC
FFBC and UCB
Pro forma Pro forma Pro forma
BB&T FFBC adjustments combined UCB(6) combined(6)
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on
loans and leases $ 1,282,521 $ 23,659 $ $ 1,306,180 $ 272,301 $ 1,578,481
Interest and dividends
on securities 323,360 1,582 324,942 51,897 376,839
Interest on short-term
investments 732 1,322 2,054 4,741 6,795
Total interest income 1,606,613 26,563 1,633,176 328,939 1,962,115
Interest Expense
Interest on deposits 564,747 11,746 576,493 147,744 724,237
Interest on short-term
borrowed funds 105,936 964 106,900 1,823 108,723
Interest on long-term debt 107,437 1,671 109,108 165 109,273
Total interest expense 778,120 14,381 792,501 149,732 942,233
Net Interest Income 828,493 12,182 840,675 179,207 1,019,882
Provision for loan and
lease losses 53,661 3,050 56,711 8,850 65,561
Net Interest Income After Provision
for Loan and Lease Losses 774,832 9,132 783,964 170,357 954,321
Noninterest Income
Service charges on deposit
accounts 107,581 -- 107,581 24,599 132,180
Mortgage banking activities 34,352 -- 34,352 5,493 39,845
Trust income 22,811 -- 22,811 5,983 28,794
Agency and other insurance
commissions 33,542 -- 33,542 6,139 39,681
Other nondeposit fees and
commissions 68,835 -- 68,835 9,456 78,291
Securities gains (losses),
net 3,206 (211) 2,995 (116) 2,879
Other noninterest income 27,062 834 27,896 561 28,457
Total noninterest income 297,389 623 298,012 52,115 350,127
Noninterest Expense
Personnel expense 302,383 4,121 306,504 85,061 391,565
Occupancy and equipment
expense 103,594 1,347 104,941 17,525 122,466
Federal deposit insurance
expense 42,820 2,004 44,824 1,227 46,051
Other noninterest expense 205,256 1,486 2,543(7) 209,285 48,900 258,185
Total noninterest expense 654,053 8,958 2,543 665,554 152,713 818,267
Earnings
Income before income taxes 418,168 797 (2,543) 416,422 69,759 486,181
Income tax expense 134,504 307 134,811 24,555 159,366
Net income 283,664 490 (2,543) 281,611 45,204 326,815
Preferred dividend
requirements 610 -- 610 -- 610
Income applicable to
common shares $ 283,054 $ 490 $ (2,543)$ 281,001 $ 45,204 $ 326,205
Per Common Share
Net income:
Primary $ 2.56 $ .21 $ $ 2.51 $ 1.87 $ 2.34
Fully diluted $ 2.54 $ .21 $ $ 2.48 $ 1.87 $ 2.32
Average Shares Outstanding
Primary 110,486,127 2,286,773 112,118,197 24,210,796 139,597,450
Fully diluted 111,836,200 2,286,773 113,468,270 24,210,796 140,947,523
See Notes to Pro Forma Condensed Financial Information.
</TABLE>
<TABLE>
Pro Forma Condensed Income Statement
For the Twelve Months Ended December 31, 1995
(Unaudited)
(Dollars in thousands, except per share data)
<CAPTION>
BB&T and BB&T, FFBC
FFBC and UCB
Pro forma Pro forma Pro forma
BB&T FFBC adjustments combined UCB(6) combined(6)
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on
loan and leases $ 1,261,658 $ 22,731 $ $ 1,284,389 $ 255,251 $ 1,539,640
Interest and dividends
on securities 312,423 1,493 313,916 42,086 356,002
Interest on short-term
investments 2,531 1,203 3,734 6,754 10,488
Total interest income 1,576,612 25,427 1,602,039 304,091 1,906,130
Interest Expense
Interest on deposits 557,149 11,185 568,334 132,620 700,954
Interest on short-term
borrowed funds 186,194 1,251 187,445 2,653 190,098
Interest on long-term debt 70,599 1,537 72,136 170 72,306
Total interest expense 813,942 13,973 827,915 135,443 963,358
Net Interest Income 762,670 11,454 774,124 168,648 942,772
Provision for loan and
lease losses 34,632 431 35,063 7,292 42,355
Net Interest Income After Provision
for Loan and Lease Losses 728,038 11,023 739,061 161,356 900,417
Noninterest Income
Service charges on
deposit accounts 89,621 201 89,822 24,043 113,865
Mortgage banking
activities 26,408 -- 26,408 4,810 31,218
Trust income 18,629 -- 18,629 5,243 23,872
Agency and other insurance
commissions 26,438 -- 26,438 5,252 31,690
Other nondeposit fees and
commissions 54,634 -- 54,634 7,225 61,859
Securities (losses) gains,
net (18,600) (42) (18,642) 11 (18,631)
Other noninterest income 33,864 582 34,446 477 34,923
Total noninterest income 230,994 741 231,735 47,061 278,796
Noninterest Expense
Personnel expense 346,308 4,016 350,324 78,390 428,714
Occupancy and equipment
expense 107,877 1,314 109,191 17,410 126,601
Federal deposit insurance
expense 22,995 501 23,496 3,864 27,360
Other noninterest expense 204,048 1,189 2,543(7) 207,780 37,632 245,412
Total noninterest expense 681,228 7,020 2,543 690,791 137,296 828,087
Earnings
Income before income taxes 277,804 4,744 (2,543) 280,005 71,121 351,126
Income tax expense 91,463 1,713 93,176 25,074 118,250
Net income 186,341 3,031 (2,543) 186,829 46,047 232,876
Preferred dividend
requirements 5,079 -- 5,079 -- 5,079
Income applicable to
common shares $ 181,262 $ 3,031 $ (2,543) $ 181,750 $ 46,047 $ 227,797
Per Common Share
Net income:
Primary $ 1.65 $ 1.34 $ $ 1.63 $ 1.91 $ 1.64
Fully diluted $ 1.62 $ 1.34 $ $ 1.61 $ 1.91 $ 1.62
Average Shares Outstanding
Primary 109,776,710 2,261,310 111,390,607 24,099,190 138,743,188
Fully diluted 114,801,843 2,261,310 116,415,740 24,099,190 143,768,321
See Notes to Pro Forma Condensed Financial Information.
</TABLE>
<TABLE>
Pro Forma Condensed Income Statement
For the Twelve Months Ended December 31, 1994
(Unaudited)
(Dollars in thousands, except per share data)
<CAPTION>
BB&T and BB&T, FFBC
FFBC and UCB
Pro forma Pro forma Pro forma
BB&T FFBC adjustments combined UCB(6) combined(6)
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on loans and
leases $ 1,042,553 $ 18,928 $ $ 1,061,481 $ 212,511 $ 1,273,992
Interest and dividends on
securities 291,805 1,048 292,853 32,298 325,151
Interest on short-term investments 5,184 904 6,088 2,431 8,519
Total interest income 1,339,542 20,880 1,360,422 247,240 1,607,662
Interest Expense
Interest on deposits 441,876 7,814 449,690 89,430 539,120
Interest on short-term borrowed
funds 103,493 966 104,459 2,948 107,407
Interest on long-term debt 40,927 1,448 42,375 164 42,539
Total interest expense 586,296 10,228 596,524 92,542 689,066
Net Interest Income 753,246 10,652 763,898 154,698 918,596
Provision for loan and lease losses 20,181 525 20,706 3,549 24,255
Net Interest Income After Provision
for Loan and Lease Losses 733,065 10,127 743,192 151,149 894,341
Noninterest Income
Service charges on deposit accounts 85,106 -- 85,106 23,874 108,980
Mortgage banking activities 24,920 -- 24,920 3,893 28,813
Trust income 17,180 -- 17,180 5,163 22,343
Agency and other insurance
commissions 24,243 -- 24,243 3,773 28,016
Other nondeposit fees and
commissions 48,265 -- 48,265 7,269 55,534
Securities (losses) gains, net 3,074 (3) 3,071 (46) 3,025
Other noninterest income 27,073 585 27,658 952 28,610
Total noninterest income 229,861 582 230,443 44,878 275,321
Noninterest Expense
Personnel expense 296,545 3,533 300,078 78,586 378,664
Occupancy and equipment expense 88,580 1,187 89,767 17,181 106,948
Federal deposit insurance expense 32,697 432 33,129 6,556 39,685
Other noninterest expense 171,973 1,250 2,543(7) 175,766 44,382 220,148
Total noninterest expense 589,795 6,402 2,543 598,740 146,705 745,445
Earnings
Income before income taxes 373,131 4,307 (2,543) 374,895 49,322 424,217
Income tax expense 129,289 1,568 130,857 17,769 148,626
Income before cumulative effects
of changes in accounting methods 243,842 2,739 (2,543) 244,038 31,553 275,591
Cumulative effects of changes in
accounting methods -- -- -- -- (316) (316)
Net income 243,842 2,739 (2,543) 244,038 31,237 275,275
Preferred dividend requirements 5,198 -- 5,198 -- 5,198
Income applicable to common
shares $ 238,644 $ 2,739 $ (2,543) $ 238,840 $ 31,237 $ 270,077
Per Common Share
Net income:
Primary $ 2.21 $ 1.22 $ $ 2.18 $ 1.30 $ 1.97
Fully diluted $ 2.16 $ 1.22 $ $ 2.13 $ 1.30 $ 1.94
Average Shares Outstanding
Primary 108,142,988 2,236,736 109,739,346 23,954,818 136,928,065
Fully diluted 113,193,681 2,236,736 114,790,039 23,954,818 141,978,758
See Notes to Pro Forma Condensed Financial Information.
</TABLE>
NOTES TO PRO FORMA CONDENSED FINANCIAL INFORMATION
Note 1. During May 1995, BB&T and UCB entered into a transaction wherein
UCB acquired 12 North Carolina branch offices which were
required to be divested by BB&T. In the acquisition, UCB assumed
$178.7 million in deposits and purchased $26.8 million in loans
from BB&T. Two of the branch banking offices acquired by UCB in
the transaction with aggregate deposits and loans of $32.7
million and $4.9 million, respectively, were sold to third
party banks during the fourth quarter of 1995. UCB recorded a
premium of $10.1 million for the assumed deposit base of the
branches retained. BB&T recorded a total gain on divestiture of
$12.3 million. This adjustment eliminates the $7.7 million of
unamortized deposit intangibles and the intercompany portion of
the gain in the Pro Forma Condensed Balance Sheet.
Note 2. Certain material, nonrecurring adjustments of approximately $50
to $60 million will be recorded in conjunction with the UCB
Merger. These adjustments include amounts to effect the
settlement of obligations under existing employment contracts,
severance pay for involuntary terminations, early retirement
and related employee benefits; amounts associated with branch
closings and divestitures and the consolidation of bank
operations and systems. It is estimated that $5 million of the
expenses will be directly related to effecting the UCB Merger
and therefore will not be deductible for income tax purposes.
The impact of these adjustments has been reflected in the Pro
Forma Condensed Balance Sheet as of March 31, 1997.
Note 3. UCB elected to amortize the accumulated postretirement
obligation related to the adoption of SFAS No. 106 over a
period of 20 years as a component of the postretirement benefit
cost. BB&T elected to reflect the adoption of SFAS No. 106
through the recording of a cumulative charge for this change in
accounting principle. The Pro Forma Condensed Balance Sheet
reflects an adjustment to conform UCB's transition method to
the method elected by BB&T. The accompanying Pro Forma Condensed
Income Statements do not reflect adjustments for amounts previously
recorded by UCB as amortization of the unrecorded transition
obligation, which amounted to $99,000 for the quarter ended March
31, 1997 and $394,000 each year for the years ended December 31,
1996, 1995 and 1994.
Note 4. Based on an exchange ratio of 1.135 for the conversion of UCB
common stock into BB&T common stock. At March 31, 1997, UCB had
24,386,811 shares of common stock outstanding.
Note 5. To reflect the transactions necessary to divest of $521.9 million of
deposits and $208.8 million of loans in conjunction with the UCB
merger. The net amount to be due at closing is recorded in other
liabilities.
Note 6. No pro forma adjustments relating to the UCB Merger are
reflected in the Pro Forma Condensed Income Statements.
Note 7. To record amortization of the $38.1 million recorded as goodwill,
which results from the excess of the purchase price over
the estimated fair market value of the net assets acquired from
FFBC over a 15-year period using the straight-line method.
Note 8. BB&T acquired FFBC on March 1, 1997. This Pro Forma Condensed
Income Statements includes the results of operations of FFBC
from January 1, 1997 through February 28, 1997. FFBC's results
of operations for the month of March, 1997 are included in the
BB&T column.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon by Womble
Carlyle Sandridge & Rice, PLLC, Charlotte, North Carolina, as counsel to BB&T.
As of the date of this Prospectus, certain members of Womble Carlyle Sandridge
& Rice, PLLC owned an aggregate of approximately 22,000 shares of Common
Stock.
EXPERTS
The consolidated financial statements and schedules of BB&T Corporation
included in BB&T Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 and incorporated by reference in this Prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
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:
Securities and Exchange Commission registration fee $ 8,240
Legal fees 7,500
Accounting fees 5,000
Miscellaneous expenses 260
Total $21,000
Item 15. Indemnification of Directors and Officers
Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act contain specific provisions relating to indemnification of
directors and officers of North Carolina corporations. In general, such
sections provide 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
by statute that the director or officer meets a certain standard of conduct,
provided when a director or officer is liable to the corporation or is
adjudged liable on the basis that personal benefit was improperly received by
him, the corporation may not indemnify him. A director or officer of a
corporation who is a party to a proceeding may also apply to a court for
indemnification, and the court may order indemnification under certain
circumstances set forth in statute. A corporation may, in its articles of
incorporation or bylaws or by contract or resolution of the board of
directors, provide indemnification in addition to that provided by statute,
subject to certain conditions.
The registrant's bylaws provide for the indemnification of any director
or officer of the registrant against liabilities and litigation expenses
arising our of his status as such, excluding: (i) any liabilities or
litigation expenses relating to activities which were at the time taken known
or believed by such person to be clearly in conflict with the best interest of
the registrant and (ii) that portion of any liabilities or litigation expenses
with respect to which such person is entitled to receive payment under any
insurance policy.
The registrant's articles of incorporation provide for the elimination of
the personal liability of each director of the registrant to the fullest
extent permitted by law.
The registrant maintains directors and officers liability insurance
which, in general, insures: (i) the registrant's directors and officers
against loss by reason of any of their wrongful acts and (ii) the registrant
against loss arising from claims against the directors and officers by reason
of their wrongful acts, all subject to the terms and conditions contained in
the policy.
Certain rules of the Federal Deposit Insurance Corporation limit the
ability of certain depository institutions, their subsidiaries and their
affiliated depository institution holding companies to indemnify affiliated
parties, including institution directors. In general, subject to the ability
to purchase directors and officers liability insurance and to advance
professional expenses under certain circumstances, the rules prohibit such
institutions from indemnifying a director for certain costs incurred with
regard to an administrative or enforcement action commenced by any federal
banking agency which results in a final order or settlement pursuant to which
the director is assessed a civil money penalty, removed from office,
prohibited from participating in the affairs of an insured depository
institution or required to cease and desist from or take an affirmative action
described in Section 8(b) of the Federal Deposit Insurance Act (12 U.S.C.
Section 1818(b)).
Item 16. Exhibits
The following documents are filed as exhibits to this registration
statement on Form S-3:
Exhibit No. Description
3(a) Articles of Incorporation of BB&T Corporation, as amended
(incorporated herein by reference to Exhibit No. 3(a) to
the registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996)
3(b) Articles of Amendment to Articles of Incorporation of BB&T
Corporation effective May 16, 1997 changing the name of the
registrant from "Southern National Corporation" to "BB&T
Corporation"
3(c) Bylaws of BB&T Corporation, as amended (incorporated herein by
reference to Exhibit No. 3.2 to the registrant's
registration statement on Form S-4 filed June 29, 1989
(Registration No. 33-29586) and Exhibit No. 3(c) to the
registrant's registration statement on Form S-4 filed May 6,
1997 (Registration No. 333-26545))
4 Rights Agreement, dated as of December 17, 1996, between BB&T
Corporation and Branch Banking and Trust Company,
as Rights Agent (incorporated herein by reference to Exhibit No.
1 of the registrant's registration statement
on Form 8-A dated January 10, 1997)
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC
23(a) Consent of Womble Carlyle Sandridge & Rice, PLLC (included in
Exhibit 5)
23(b) Consent of Arthur Andersen LLP
24 Power of Attorney
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; provided, however, that notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Winston-Salem, State
of North Carolina, on May 23, 1997.
SOUTHERN NATIONAL CORPORATION
By: /s/ Jerone C. Herring
Name: Jerone C. Herring
Title: Executive Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-3 has been signed by the following
persons in the capacities indicated on May 23, 1997.
/s/ John A. Allison IV* /s/ Scott E. Reed*
Name: John A. Allison IV Name: Scott E. Reed
Title: Chairman of the Board and Title: Senior Executive Vice President
Chief Executive Officer and Chief Financial Officer
(principal executive officer) (principal financial officer)
/s/ Sherry A. Kellett* /s/ Paul B. Barringer*
Name: Sherry A. Kellett Name: Paul B. Barringer
Title: Executive Vice President Title: Director
and Controller (principal
accounting officer)
/s/ W. R. Cuthbertson, Jr.* /s/ Ronald E. Deal*
Name: W. R. Cuthbertson, Jr. Name: Ronald E. Deal
Title: Director Title: Director
/s/ A. J. Dooley, Sr.* /s/ Joe L. Dudley, Sr.*
Name: A. J. Dooley, Sr. Name: Joe L. Dudley, Sr.
Title: Director Title: Director
/s/ Tom D. Efird* /s/ O. William Fenn, Jr.*
Name: Tom D. Efird Name: O. William Fenn, Jr.
Title: Director Title: Director
/s/ Paul S. Goldsmith* /s/ L. Vincent Hackley*
Name: Paul S. Goldsmith Name: L. Vincent Hackley
Title: Director Title: Director
/s/ Ernest F. Hardee* /s/ Richard Janeway, M.D.
Name: Ernest F. Hardee Name: Richard Janeway, M.D.
Title: Director Title: Director
/s/ J. Ernest Lathem, M.D.* /s/ James H. Maynard*
Name: J. Ernest Lathem, M.D. Name: James H. Maynard
Title: Director Title: Director
/s/ Joseph A. McAleer, Jr.* /s/ Albert O. McCauley*
Name: Joseph A. McAleer, Jr. Name: Albert O. McCauley
Title: Director Title: Director
/s/ Dickson McLean, Jr.* /s/ Charles E. Nichols*
Name: Dickson McLean, Jr. Name: Charles E. Nichols
Title: Director Title: Director
/s/ L. Glen Orr, Jr.* /s/ A. Winniett Peters*
Name: L. Glenn Orr, Jr. Name: A. Winniett Peters
Title: Director Title: Director
/s/ Richard L. Player, Jr.* /s/ C. Edward Pleasants, Jr.*
Name: Richard L. Player, Jr. Name: C. Edward Pleasants, Jr.
Title: Director Title: Director
/s/ Nido R. Qubein* /s/ A. Tab Williams, Jr.*
Name: Nido R. Qubein Name: A. Tab Williams, Jr.
Title: Director Title: Director
*By: /s/ Jerone C. Herring
Jerone C. Herring
Attorney-in-Fact
EXHIBIT 3(b)
ARTICLES OF AMENDMENT
OF
SOUTHERN NATIONAL CORPORATION
The undersigned corporation hereby submits these articles of amendment
for the purpose of amending its articles of incorporation:
1. The name of the corporation is Southern National Corporation.
2. The following amendment to the articles of incorporation of the
corporation was adopted by its shareholders on the 22nd day of April, 1997 in
the manner prescribed by law:
Delete the provisions of Article I and substitute therefore the
following:
"The name of the Corporation is BB&T Corporation."
3. The above amendment is effective at 11:59 p.m. on Friday, May 16,
1997.
This the 1st day of May, 1997.
SOUTHERN NATIONAL CORPORATION
By: /s/ Jerone C. Herring
Jerone C. Herring, Secretary
EXHIBIT 5
[Letterhead of Womble Carlyle Sandridge & Rice, PLLC]
May 23, 1997
BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27102
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to BB&T Corporation (the "Company") in
connection with the registration by the Company of 686,223 shares of its
Common Stock, par value $5.00 per share (the "Shares") that may be offered and
sold by certain shareholders of the Company from time to time, as set forth in
the Registration Statement on Form S-3 (the "Registration Statement") that is
being filed on the date hereof by the Company with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"). This opinion is provided pursuant to the
requirements of Item 21(a) of Form S-4 and Item 601(b)(5) of Regulation S-K.
In connection with the foregoing, we have examined such records,
documents and proceedings as we have deemed relevant as a basis for the
opinion expressed herein.
Based on the foregoing, we are of the opinion that the Shares are legally
issued, fully paid, and nonassessable.
We hereby consent to be named in the Registration Statement under the
heading "LEGAL MATTERS" as attorneys who passed upon the validity of the
shares of Common Stock and to the filing of a copy of this opinion as Exhibit
5 to the Registration Statement. In giving this consent, we do not admit that
we are within the category of persons whose consent is required by Section 7
of the Securities Act or other rules and regulations of the Commission
thereunder.
Sincerely,
Womble Carlyle Sandridge & Rice,
A Professional Limited Liability Company
By: /s/ Garza Baldwin, III
Garza Baldwin, III
EXHIBIT 23(b)
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 January 14,
1997, included in BB&T Corporation's Form 10-K for the year ended December 31,
1996, and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Charlotte, North Carolina
May 23, 1997.
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned, being a director and/or officer of Southern
National Corporation (the "Company"), hereby nominates, constitutes and
appoints John A. Allison, Scott E. Reed and Jerone C. Herring, or any one of
them severally, to be his or her true and lawful attorney-in-fact and to sign
in his or her name and on his or her behalf in any and all capacities stated
below, and to file with the Securities and Exchange Commission (the
"Commission"), a Registration Statement on Form S-3 (the "Registration
Statement") relating to the registration of the sale of (a) up to 610,390
shares of the Company's common stock, $5.00 par value per share (the "Common
Stock"), issued in connection with the acquisitions by a subsidiary of the
Company in November 1996 of the assets of Boyle-Vaughan Associates, Inc., Wm.
Goldsmith Agency, Inc. and C. Dan Joyner Insurance Agency, Inc. and (b) up to
491,680 shares of Common Stock to be issued in connection with the acquisition
by the Company of all of the outstanding capital stock of Phillips Factors
Corporation ("Factors") and the acquisition by Factors of all of the
outstanding capital stock of Phillips Financial Corporation, and to file any
and all amendments, including post-effective amendments, to the Registration
Statement, making such changes in the Registration Statement as such attorney-
in-fact deems appropriate, and generally to do all such things on his or her
behalf in any and all capacities stated below to enable the Company to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Commission.
This Power of Attorney has been signed by the following persons in the
capacities indicated as of April 22, 1997.
/s/ John A. Allison IV /s/ Scott E. Reed
Name: John A. Allison IV Name: Scott E. Reed
Title: Chairman of the Board and Title: Senior Executive Vice President
Chief Executive Officer and Chief Financial Officer
(principal executive officer) (principal financial officer)
/s/ Sherry A. Kellett /s/ Paul B. Barringer
Name: Sherry A. Kellett Name: Paul B. Barringer
Title: Executive Vice President Title: Director
and Controller
(principal accounting officer)
/s/ W. R. Cuthbertson, Jr. /s/ Ronald E. Deal
Name: W. R. Cuthbertson, Jr. Name: Ronald E. Deal
Title: Director Title: Director
/s/ A. J. Dooley, Sr. /s/ Joe L. Dudley, Sr.
Name: A. J. Dooley, Sr. Name: Joe L. Dudley, Sr.
Title: Director Title: Director
/s/ Tom D. Efird /s/ O. William Fenn, Jr.
Name: Tom D. Efird Name: O. William Fenn, Jr.
Title: Director Title: Director
/s/ Paul S. Goldsmith /s/ L. Vincent Hackley
Name: Paul S. Goldsmith Name: L. Vincent Hackley
Title: Director Title: Director
/s/ Ernest F. Hardee /s/ Richard Janeway, M.D.
Name: Ernest F. Hardee Name: Richard Janeway, M.D.
Title: Director Title: Director
/s/ J. Ernest Lathem, M.D. /s/ James H. Maynard
Name: J. Ernest Lathem, M.D. Name: James H. Maynard
Title: Director Title: Director
/s/ Joseph A. McAleer, Jr. /s/ Albert O. McCauley
Name: Joseph A. McAleer, Jr. Name: Albert O. McCauley
Title: Director Title: Director
/s/ Dickson McLean, Jr. /s/ Charles E. Nichols
Name: Dickson McLean, Jr. Name: Charles E. Nichols
Title: Director Title: Director
/s/ L. Glenn Orr, Jr. /s/ A. Winniett Peters
Name: L. Glenn Orr, Jr. Name: A. Winniett Peters
Title: Director Title: Director
/s/ Richard L. Player, Jr. /s/ C. Edward Pleasants, Jr.
Name: Richard L. Player, Jr. Name: C. Edward Pleasants, Jr.
Title: Director Title: Director
/s/ Nido R. Qubein /s/ A. Tab Williams, Jr.
Name: Nido R. Qubein Name: A. Tab Williams, Jr.
Title: Director Title: Director
