Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1996
Commission file number 1-10853
Southern National Corporation 401(k) Savings Plan
-------------------------------------------------
(Full title of the plan)
Southern National Corporation
-----------------------------
(Name of issuer of securities)
200 West Second Street
Winston-Salem, NC 27101
-----------------------
(Address of issuer's principal executive offices)
Southern National Corporation 401(k) Savings Plan
Financial Statements as of December 31, 1996 and 1995
Together with Report of Independent Public Accountants
Report of Independent Public Accountants
To the 401(k) Savings Plan Committee of
Southern National Corporation:
We have audited the accompanying statement of net assets available for plan
benefits, with fund information, of the Southern National Corporation 401(k)
Savings Plan (the Plan) as of December 31, 1996 and 1995, and the related
statement of changes in net assets available for plan benefits, with fund
information, for the years ended December 31, 1996 and 1995. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1996 and 1995, and the changes in net assets available for
plan benefits for the years ended December 31, 1996 and 1995, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary schedules of assets
held for investment purposes and reportable transactions are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in
the statement of net assets available for plan benefits and the statement of
changes in net assets available for plan benefits is presented for purposes
of additional analysis rather than to present the net assets available for
plan benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and fund information have been subjected to
the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
As explained in the notes thereto, information presented in the schedule of
assets held for investment purposes does not disclose the historical cost for
investments. Disclosure of this information is required by the Department of
Labor Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
As explained in the notes thereto, the Plan has not presented the schedule of
reportable transactions (transactions in excess of 5% of the current value of
plan assets at the beginning of the year) for the BB&T U.S. Treasury Money
Market Fund, the BB&T Intermediate U.S. Government Bond Fund, the BB&T Growth
and Income Stock Fund, the BB&T Balanced Fund, the BB&T Small Company Growth
Fund and the BB&T five-year bank investment contracts. Disclosure of this
information is required by the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
Charlotte, North Carolina,
June 11, 1997.
<TABLE>
Southern National Corporation 401(k) Savings Plan
Statement of Net Assets Available for Plan Benefits, With Fund Information
December 31, 1996
<CAPTION>
Southern
National
Money Fixed Corporation Bank
Market Income Equity Common Investment
Fund Fund Fund Stock Fund Contracts
Assets:
<S> <C> <C> <C> <C> <C>
Investments at fair value-
Common stock $ 0 $ 0 $ 0 $ 251,088,090 $ 0
Mutual funds 0 4,973,893 15,092,164 0 0
Five-year bank
investment contracts 0 0 0 0 4,457,665
BB&T U.S. Treasury
Money Market Fund 11,244,025 0 0 0 0
11,244,025 4,973,893 15,092,164 251,088,090 4,457,665
Investments at cost -
Participant loans 0 0 0 0 0
Total investments 11,244,025 4,973,893 15,092,164 251,088,090 4,457,665
Cash 0 0 0 1,357,759 0
Accrued interest receivable 0 0 0 0 0
Total assets 11,244,025 4,973,893 15,092,164 252,445,849 4,457,665
Notes payable 0 0 0 0 0
Net assets available
for plan benefits $ 11,244,025 $ 4,973,893 $ 15,092,164 $ 252,445,849 $ 4,457,665
Small
Company
Balanced Growth Loan /-----------ESOP-----------/
Fund Fund Fund Allocated Unallocated Total
Assets:
Investments at fair value-
<S> <C> <C> <C> <C> <C> <C>
Common stock $ 0 $ 0 $ 0 $ 9,986,816 $ 2,653,543 $ 263,728,449
Mutual funds 2,059,419 4,109,789 0 0 0 26,235,265
Five-year bank
investment contracts 0 0 0 0 0 4,457,665
BB&T U.S. Treasury
Money Market Fund 0 0 0 0 0 11,244,025
2,059,419 4,109,789 0 9,986,816 2,653,543 305,665,404
Investments at cost -
Participant loans 0 0 5,565,035 0 0 5,565,035
Total investments 2,059,419 4,109,789 5,565,035 9,986,816 2,653,543 311,230,439
Cash 0 0 0 825 0 1,358,584
Accrued interest receivable 0 0 0 0 0 0
Total assets 2,059,419 4,109,789 5,565,035 9,987,641 2,653,543 312,589,023
Notes payable 0 0 0 0 944,860 944,860
Net assets available
for plan benefits $ 2,059,419 $ 4,109,789 $ 5,565,035 $ 9,987,641 $ 1,708,683 $ 311,644,163
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<TABLE>
Southern National Corporation 401(k) Savings Plan
Statement of Net Assets Available for Plan Benefits, With Fund Information
December 31, 1995
<CAPTION>
Southern
National
Money Fixed Corporation Bank
Market Income Equity Common Investment Balanced
Fund Fund Fund Stock Fund Contracts Fund
Assets:
Investments at fair value-
<S> <C> <C> <C> <C> <C> <C>
Common stock $ 0 $ 0 $ 0 $ 93,955,513 $ 0 $ 0
Mutual funds 0 5,033,017 10,567,435 0 0 356,884
Five-year bank
investment contracts 0 0 0 0 4,559,575 0
BB&T U.S. Treasury
Money Market Fund 11,755,693 0 0 0 0 0
11,755,693 5,033,017 10,567,435 93,955,513 4,559,575 356,884
Investments at cost -
Participant loans 0 0 0 0 0 0
Total investments 11,755,693 5,033,017 10,567,435 93,955,513 4,559,575 356,884
Cash 0 0 0 614,883 0 0
Accrued interest receivable 290 0 0 0 0 0
Total assets 11,755,983 5,033,017 10,567,435 94,570,396 4,559,575 356,884
Notes payable 0 0 0 0 0 0
Accrued expenses 0 0 0 0 0 0
Liabilities 0 0 0 0 0 0
Net assets available
for plan benefits $ 11,755,983 $ 5,033,017 $ 10,567,435 $ 94,570,396 $ 4,559,575 $ 356,884
Small
Company Liabilities
Growth Loan to be /-----------ESOP-----------/
Fund Fund Allocated Allocated Unallocated Total
Assets:
Investments at fair value-
<S> <C> <C> <C> <C> <C> <C>
Common stock $ 0 $ 0 $ 0 $ 6,459,923 $ 4,566,587 $ 104,982,023
Mutual funds 780,087 0 0 0 0 16,737,423
Five-year bank
investment contracts 0 0 0 0 0 4,559,575
BB&T U.S. Treasury
Money Market Fund 0 0 0 0 0 11,755,693
780,087 0 0 6,459,923 4,566,587 138,034,714
Investments at cost -
Participant loans 0 2,674,538 0 0 0 2,674,538
Total investments 780,087 2,674,538 0 6,459,923 4,566,587 140,709,252
Cash 0 0 0 327 0 615,210
Accrued interest receivable 0 0 0 0 0 290
Total assets 780,087 2,674,538 0 6,460,250 4,566,587 141,324,752
Notes payable 0 0 0 0 2,011,234 2,011,234
Accrued expenses 0 0 41,008 0 0 41,008
Total liabilities 0 0 41,008 0 2,011,234 2,052,242
Net assets available
for plan benefits $ 780,087 $ 2,674,538 $ (41,008) $ 6,460,250 $ 2,555,353 $ 139,272,510
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<TABLE>
Southern National Corporation 401(k) Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information
For the Year Ended December 31, 1996
<CAPTION>
Statement
Southern
National
Money Fixed Corporation Bank
Market Income Equity Common Investment Balanced
Fund Fund Fund Stock Fund Contracts Fund
Additions to net assets
attributed to:
Investment income-
<S> <C> <C> <C> <C> <C> <C>
Dividends $ 0 $ 0 $ 0 $ 6,350,102 $ 0 $ 0
Interest 524,710 295,720 826,351 34,401 284,955 128,474
Net appreciation in
value of investments 0 (208,113) 1,734,531 68,669,259 0 66,489
Total investment income 524,710 87,607 2,560,882 75,053,762 284,955 194,963
Contributions-
Employer 504,321 308,798 1,039,937 6,529,264 117,122 281,970
Employees 824,048 392,938 1,477,172 9,138,670 152,060 463,982
Merged entity 200,971 93,286 508,626 80,799,218 144,586 576,285
Total contributions 1,529,340 795,022 3,025,735 96,467,152 413,768 1,322,237
Other 0 453 436 0 0 0
Allocation of 69,080 shares
of SNC common stock 0 0 0 0 0 0
Total additions 2,054,050 883,082 5,587,053 171,520,914 698,723 1,517,200
Deductions from net assets
attributed to:
Withdrawals (1,719,618) (300,201) (603,843) (11,621,272) (286,164) (353,792)
Administrative expenses (13,894) (15,139) (16,375) (23,436) (12,843) (4,709)
Interest expense 0 0 0 0 0 0
Allocation of 69,080 shares
of SNC common stock 0 0 0 0 0 0
Loans to members -
Interest income 30,663 15,042 34,137 213,090 6,802 6,756
Principal repayments 165,561 76,620 148,433 1,187,855 32,005 25,433
Net transfers of assets
among funds (1,028,720) (718,528) (624,676) (3,401,698) (540,433) 511,647
Net assets available for
plan benefits, beginning
of year 11,755,983 5,033,017 10,567,435 94,570,396 4,559,575 356,884
Net assets available for
plan benefits, end of year $ 11,244,025 $ 4,973,893 $ 15,092,164 $ 252,445,849 $ 4,457,665 $ 2,059,419
Small
Company Liabilities
Growth Loan to be /-----------ESOP-----------/
Fund Fund Allocated Allocated Unallocated Total
Additions to net assets
attributed to:
Investment income-
<S> <C> <C> <C> <C> <C> <C>
Dividends $ 0 $ 0 $ 0 $ 331,811 $ 109,597 $ 6,791,510
Interest 4,315 308,169 0 0 133,837 2,540,932
Net appreciation in
value of investments 482,486 0 0 3,045,100 696,999 74,486,751
Total investment income 486,801 308,169 0 3,376,911 940,433 83,819,193
Contributions-
Employer 595,027 0 0 0 1,200,108 10,576,547
Employees 996,354 0 0 0 0 13,445,224
Merged entity 325,317 0 0 0 0 82,648,289
Total contributions 1,916,698 0 0 0 1,200,108 106,670,060
Other 8 0 0 0 0 897
Allocation of 69,080 shares
of SNC common stock 0 0 0 1,669,263 0 1,669,263
Total additions 2,403,507 308,169 0 5,046,174 2,140,541 192,159,413
Deductions from net assets
attributed to:
Withdrawals (127,043) (233,557) 0 (1,461,631) (109,597) (16,816,718)
Administrative expenses (7,032) 0 0 0 (8,243) (101,671)
Interest expense 0 0 0 0 (133,837) (133,837)
Allocation of 69,080 shares
of SNC common stock 0 0 0 0 (1,669,263) (1,669,263)
Loans to members -
Interest income 1,679 (308,169) 0 0 0 0
Principal repayments 76,087 (1,711,994) 0 0 (1,066,271) (1,066,271)
Net transfers of assets
among funds 982,504 4,836,048 41,008 (57,152) 0 0
Net assets available for
plan benefits, beginning
of year 780,087 2,674,538 (41,008) 6,460,250 2,555,353 139,272,510
Net assets available for
plan benefits, end
of year $ 4,109,789 $ 5,565,035 $ 0 $ 9,987,641 $ 1,708,683 $ 311,644,163
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<TABLE>
Southern National Corporation 401(k) Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information
For the Year Ended December 31, 1995
<CAPTION>
Southern
National Small
Money Fixed Corporation Bank Company
Market Income Equity Common Investment Balanced Growth
Fund Fund Fund Stock Fund Contracts Fund Fund
Additions to net
assets attributed to:
Investment income-
<S> <C> <C> <C> <C> <C> <C> <C>
Dividends $ 0 $ 0 $ 17,212 $ 2,788,482 $ 0 $ 0 $ 0
Interest 615,702 307,504 101,398 23,096 279,718 4,664 0
Net appreciation in
value of investments 0 412,524 2,265,500 20,457,254 0 15,316 79,134
Total investment income 615,702 720,028 2,384,110 23,268,832 279,718 19,980 79,134
Contributions-
Employer 379,716 180,148 424,578 2,374,371 94,486 51,068 54,100
Employees 1,292,118 457,495 1,039,720 4,564,046 170,478 105,785 116,563
Merged entities 2,362,285 657,778 1,036,361 6,997,043 0 0 0
Total contributions 4,034,119 1,295,421 2,500,659 13,935,460 264,964 156,853 170,663
Allocation of 79,180
shares of SNC common stock 0 0 0 0 0 0 0
Total additions 4,649,821 2,015,449 4,884,769 37,204,292 544,682 176,833 249,797
Deductions from net assets
attributed to:
Withdrawals (3,416,449) (532,039) (809,929) (3,629,481) (814,131) (10,621) (12,964)
Administrative expenses (2,160) (747) (1,220) (51,229) (2,726) (44) (43)
Interest expense 0 0 0 0 0 0 0
Other 0 0 0 0 (9,052) 0 0
Allocation of 79,180 shares
of SNC common stock 0 0 0 0 0 0 0
Loans to members
- Interest income 0 0 0 0 0 0 0
Principal repayments 0 0 0 0 0 0 0
Net transfers of assets
among funds (2,527,190) (825,374) (499,082) 781,699 878,401 190,716 543,297
Net assets available for
plan benefits, beginning
of year 13,051,961 4,375,728 6,992,897 60,265,115 3,962,401 0 0
Net assets available for
plan benefits, end
of year $ 11,755,983 $ 5,033,017 $ 10,567,435 $ 94,570,396 $ 4,559,575 $ 356,884 $ 780,087
Liabilities
Loan to be /--------ESOP--------/
Fund Allocated Allocated Unallocated Total
Additions to net
assets attributed to:
Investment income-
<S> <C> <C> <C> <C> <C>
Dividends $ 0 $ 0 $ 325,642 $ 164,450 $ 3,295,786
Interest 0 0 0 0 1,332,082
Net appreciation in
value of investments 0 0 1,661,220 2,248,678 27,139,626
Total investment income 0 0 1,986,862 2,413,128 31,767,494
Contributions-
Employer 0 0 0 2,011,234 5,569,701
Employees 0 0 1,853,829 0 9,600,034
Merged entities 0 0 0 0 11,053,467
Total contributions 0 0 1,853,829 2,011,234 26,223,202
Allocation of 79,180
shares of SNC common stock 0 0 1,198,707 0 1,198,707
Total additions 0 0 5,039,398 4,424,362 59,189,403
Deductions from net assets
attributed to:
Withdrawals 0 0 (705,550) (149,701) (10,080,865)
Administrative expenses 0 (41,008) (4,112) (12,975) (116,264)
Interest expense 0 0 0 (251,026) (251,026)
Other 0 0 0 0 (9,052)
Allocation of 79,180 shares
of SNC common stock 0 0 0 (1,198,707) (1,198,707)
Loans to members
- Interest income 136,909 0 0 0 136,909
Principal repayments 1,071,371 0 0 (1,760,208) (688,837)
Net transfers of assets
among funds 1,466,258 0 14,810 (23,535) 0
Net assets available for
plan benefits, beginning
of year 0 0 2,115,704 1,527,143 92,290,949
Net assets available for
plan benefits, end
of year $ 2,674,538 $ (41,008) $ 6,460,250 $ 2,555,353 $ 139,272,510
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
Southern National Corporation 401(k) Savings Plan
Notes to Financial Statements
December 31, 1996 and 1995
1. Description of Plan:
The following description of the Southern National Corporation 401(k) Savings
Plan (the Plan) provides only general information. Participants should refer
to the plan agreement for a more complete description of the Plan's
provisions.
Branch Banking and Trust Company (BB&T or the Bank) established the Savings
and Thrift Plan for the Employees of Branch Banking and Trust Company on
July 1, 1982, for the purpose of promoting the future economic welfare of the
Bank's employees. Effective January 1, 1996, Southern National's Employee
Stock Ownership Plan was merged into the Savings and Thrift Plan for the
Employees of Branch Banking and Trust Company to form the Southern National
Corporation 401(k) Savings Plan. The Plan offers seven investment options for
employee contributions: the BB&T U.S. Treasury Money Market Fund, the BB&T
Intermediate U.S. Government Bond Fund, the BB&T Growth and Income Stock Fund,
the BB&T Balanced Fund, the BB&T Small Company Growth Fund, BB&T Five-Year
Bank Investment Contracts (which invests in five-year guaranteed income
contracts of the Bank) and the Southern National Corporation Common Stock
Fund. Each participant may elect to direct employee and employer
contributions to any combination of the funds. Participants may change their
investment elections daily.
The Plan covers all employees who meet the age and service requirements.
Under the terms of the Plan, employees are eligible to participate in the Plan
at age 21 with one year of continuous employment in which they have worked at
least 1,000 hours. Participation in the Plan is based on voluntary election
by each employee.
Contributions to the Plan are made monthly by employees in amounts equal to
whole percentages, from 1% to 16%, of their monthly compensation. The Bank
makes matching contributions of 100% up to 6% of each participant's
compensation contributed to the Plan. Participants are fully vested in their
accounts at all times.
The Plan permits a participant to borrow up to 50% of their account balance,
but not more than the lesser of one-half of the value of the account balance,
not to exceed $50,000 or $50,000 minus the participant's highest outstanding
loan amount of the prior 12 months. The minimum loan amount is $1,000. Only
one loan can be made during the plan year and a participant may have only one
loan outstanding at any time. The interest rate to be paid on the amounts
borrowed is equal to the Bank's prime lending rate plus 1% at the time of the
loan.
Under terms of the Plan, a participant is allowed to withdraw certain funds
from his account twice a year. Upon retirement, a participant may elect to
have distributions paid from this account in installments over a period not to
exceed the longer of 15 years, the participant's life expectancy, or the life
expectancy of the participant and beneficiary, a lump sum, or any combination
of the two.
Employee Stock Ownership Plan
The Employee Stock Ownership Plan (ESOP) is a separate fund of the Plan and is
only for the employees of certain acquired institutions. The ESOP initially
purchased common shares using the proceeds of notes payable (see Note 6). The
common shares are maintained in a trust under the Plan and debt repayments are
funded by corporate contributions to the trust. As debt repayments are made,
shares are allocated to eligible employees' accounts in accordance with
applicable regulations under the Internal Revenue Code (IRC). Shares vest
fully upon allocation. Accordingly, the financial statements of the Plan
present separately the assets and liabilities and changes therein pertaining
to the accounts of employees with vested rights in allocated stock (Allocated)
and stock not yet allocated to employees (Unallocated).
2. Significant Accounting Policies:
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis
of accounting.
Reclassification
Certain prior year amounts have been reclassified to conform with the current
year presentation.
Investments in Securities
Investments in securities are stated at fair value. The fair value of
marketable securities is based on published quotations obtained from national
securities exchanges. Investments in mutual funds are valued at fair value
based on quoted market prices of the underlying fund securities. Bank
investment contracts are stated at contract value, which do not materially
differ from market value.
Securities transactions are recorded on the trade date. Dividend income is
recorded on the exdividend date.
Investments in Participant Loans
Investments in participant loans are stated at cost. Adjustments necessary to
reflect the fair value of the loans would not be material to the financial
statements.
Administrative Expenses
Administrative expenses for trustee and recordkeeping fees are incurred by the
Plan. The Plan sponsor has elected to pay all other administrative fees
related to professional services provided to the Plan. Trustee fees consist
primarily of administrative services rendered by the Bank's Trust Division
(see Note 8).
3. Determination of Participants' Account Balances:
- Participants' account balances are valued daily as follows-
Employee and matching employer contributions when contributed are added
to the participants' accounts for each type of investment fund.
- Participants' accounts are reduced by amounts withdrawn.
- Earnings from each investment fund are allocated within that fund as
specified by the Plan. Dividends received on SNC common stock are
credited to participants' accounts based on the number of shares of stock
held for each participant electing to invest in stock. Earnings from
mutual funds are allocated based upon the ratio that each participant's
adjusted account balance, as defined by the Plan, bears to the total of
all participants' account balances.
4. Investments:
The Plan's investments are administered by the Bank's Trust Division. The
appreciation in value of the Plan's investments (including
investments bought and sold as well as held during the year) is as follows:
<TABLE>
Net Appreciation
<CAPTION>
1996 1995
<S> <C> <C>
Common stock $ 71,478,924 $ 22,606,944
Mutual funds 2,075,393 2,772,474
$ 73,554,317 $ 25,379,418
</TABLE>
At December 31, 1996 and 1995, the fair market value of individual investments
that represent 5% or more of the Plan's total net assets are as follows:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Southern National Corporation
common stock $ 263,728,449 $ 104,982,023
BB&T U.S. Treasury Money Market Fund 11,244,025 11,755,983
Branch Banking & Trust Company Growth
and Income Stock Fund 15,092,164 10,567,435
Branch Banking & Trust Intermediate
U.S. Government Fund 4,973,893 5,033,017
</TABLE>
Included above, at December 31, 1996 and 1995, respectively, are approximately
276,323 and 246,092 shares of the ESOP's Southern National Corporation common
stock which were allocated to the participants' accounts with 73,201 and
173,965 shares being unallocated.
5. Tax Status:
The Internal Revenue Service (IRS) issued its latest determination letter on
September 6, 1996, which stated that the Plan and its underlying trust
qualify, in form, under the applicable provisions of the IRC and therefore are
exempt from federal income taxes. In the opinion of the plan administrator,
the Plan and its underlying trust are currently being operated in compliance
with the applicable requirements of the IRC.
6. Notes Payable:
The ESOP initially purchased common shares using the proceeds of notes payable
(see Note 1). The notes bear interest at rates ranging from 7% to 9%, payable
annually. The principal balance for each note is to be repaid in monthly
installments over the life of the note, with final payments due at various
times from July 1996 to November 1998.
The debt is guaranteed by the Bank and secured by the unallocated shares of
SNC common stock.
7. Plan Termination:
Although it has not expressed an intent to do so, the Bank has the right to
discontinue its contributions at any time or to terminate the Plan. In the
event of plan termination, the assets would be distributed in accordance with
the plan documents.
8. Related-party Transactions:
During the years ended December 31, 1996 and 1995, the Plan purchased
1,075,823 and 677,392 shares, respectively, of SNC common stock at a cost of
$31,250,672 and $16,072,633, respectively. In addition, 492,036 and 321,169
shares were distributed during 1996 and 1995, respectively, to employees who
withdrew their vested interests. The Plan received cash dividends of
$6,791,510 and $3,278,574 on its investment in Southern National Corporation
common stock during 1996 and 1995, respectively.
Included in plan assets are mutual funds sponsored by the Bank, guaranteed
income contracts issued by the Bank and cash on deposit at the Bank.
The cost of administrative services rendered by the Bank's Trust Division for
the years ended December 31, 1996 and 1995, was $357,648 and $116,264,
respectively (see Note 2).
9. Subsequent Event:
Effective May 19, 1997, Southern National Corporation's shareholders voted to
change the holding company's name to BB&T Corporation. Accordingly, the
Southern National Corporation 401(k) Savings Plan became the BB&T Corporation
401(k) Savings Plan on that date.
<TABLE>
Schedule I
Southern National Corporation 401(k) Savings Plan
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1996
<CAPTION>
Par Value
or Shares Identity of Party and Description of Assets Cost Fair Value
<C> <S> <C> <C>
11,244,025 *BB&T U.S. Treasury Money Market Fund ** $ 11,244,025
*Branch Banking and Trust Company Intermediate
509,620 U.S. Government Bond Fund ** 4,973,893
*Branch Banking and Trust Company Growth
955,200 and Income Fund ** 15,092,164
7,244,766 *Southern National Corporation Common Stock Fund 263,728,349
4,457,665 *Five-Year Bank Investment Contracts ** 4,457,665
179,048 *Branch Banking and Trust Company Balanced Fund ** 2,059,419
*Branch Banking and Trust Company Small Company
202,852 Growth Fund ** 4,109,789
5,565,035 Participant loans, varying maturities, rates
ranging from 7.00% to 10.00% ** 5,565,035
* Denotes party-in-interest.
** Note: The above schedule could not be completed due to the trustee's inability
to provide cost information for these investments.
</TABLE>
<TABLE>
Schedule II
Southern National Corporation 401(k) Savings Plan
Item 27(d) - Schedule of Reportable Transactions (1)
December 31, 1996
<CAPTION>
Aggregate
Selling Aggregate
Price or Cost of Net
Aggregate Maturity Asset Realized
Purchase Proceeds (2) Sold or Gain
Identity of Party and Description of Assets Price (2) (3) (3) Matured (Loss)
Southern National Corporation
Common Stock-
<S> <C> <C> <C> <C>
Purchases $31,250,672 $ 0 $0 $0
Sales 0 15,093,727 * *
*Historical cost information is unavailable and is therefore not provided in this schedule.
(1) This schedule presents transactions in any security where the aggregate of transactions
in that security exceeds 5% of plan assets at January 1, 1996.
(2) The value of securities at the time of purchase or sale is the market value.
(3) Brokerage commissions are included in purchase prices and deducted from sales proceeds.
Note: The above schedule could not be completed for the BB&T U.S. Treasury Money Market Fund,
the BB&T Intermediate U.S. Government Bond Fund, the BB&T Growth and Income Stock Fund,
the BB&T Balanced Fund, the BB&T Small Company Growth Fund and the BB&T Five-Year Bank
Investment Contracts due to the inability of the Trustee to provide this information.
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Trustees and Savings Plan Committee have duly caused this
annual report to be signed on their behalf by the undersigned hereunto
duly authorized.
Date: June 30, 1997 Southern National Corporation
401(K) Savings Plan
/s/ Raymond K. MuCulloch
Raymond K. MuCulloch
Senior Vice President
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