As Filed with the Securities and Exchange Commission on June 6, 1997
Registration No. 333 - 26545
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
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 securities being registered on this Form are being 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/
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 this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
The shares of common stock registered hereby may be offered for resale by
persons who receive such shares from the registrant in acquisitions or upon
issuance of warrants, options, convertible debentures and other similar
securities issued by the registrant in acquisitions.
PROSPECTUS
BB&T CORPORATION
COMMON STOCK
This Prospectus relates to 5,000,000 shares (the "Shares") of the common
stock, par value $5.00 per share ("Common Stock"), of BB&T Corporation, a
North Carolina corporation ("BB&T" or the "Company"). The Company may offer
and issue Shares from time to time in connection with acquisitions by the
Company or its subsidiaries of the assets or securities of financial
institutions and other businesses in which bank holding companies and their
subsidiaries can engage. The Company may also issue Shares upon exercise of
warrants, options, convertible notes or other similar instruments issued or
assumed by the Company from time to time in connection with such acquisitions.
The Company's management anticipates that the terms of acquisitions
involving the issuance of Shares will be determined by direct negotiations
with the owners or controlling persons of the businesses being acquired and
that any Shares issued in the acquisitions will be valued at prices reasonably
related to quoted market prices for the Common Stock reported as of one or
more times during the period beginning on the date the terms of the
acquisition are agreed upon and ending on the date the Shares are issued and
delivered. No underwriting discounts or commissions will be paid, although
finders' fees may be paid from time to time in connection with certain
acquisitions. Any person receiving finders' fees may be deemed to be an
underwriter within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").
This Prospectus, as amended or supplemented if appropriate, has also been
prepared for use by the persons who have received or will receive shares
issued by the Company in acquisitions, including shares sold hereunder, and
who wish to offer and sell such shares, on terms then obtainable, in
transactions in which they may be deemed underwriters within the meaning of
the Securities Act.
The Common Stock is traded on the New York Stock Exchange (the "NYSE")
under the symbol "BBK." The closing price of Common Stock as of June 5, 1997
(as reported on the NYSE composite tape) was $41.38 per share. Current market
quotations are listed in The Wall Street Journal and many other newspapers of
general circulation.
THE SECURITIES TO BE ISSUED 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 THE COMPANY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
The date of this Prospectus is June 10, 1997.
AVAILABLE INFORMATION
The Company 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 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
at 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 the Company.
Shares of Common Stock are listed on the NYSE, and proxy statements,
reports and other information concerning the Company can also be inspected and
copied at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
The Company has filed a Registration Statement on Form S-4 (together with
all amendments, exhibits, and schedules thereto, the "Registration Statement")
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 the Company. 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, 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 the Company 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 the Company with the
Commission under the Exchange Act are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997;
(c) The Company's Current Report on Form 8-K, dated April 11, 1997;
(d) The Company's Current Report on Form 8-K, dated May 23, 1997;
(e) The Company's Registration Statement on Form 8-A, dated January
10, 1997, with respect to the adoption of its shareholder rights
plan; and
(f) The description of the Common Stock in the Company'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.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the filing of a post-effective amendment that indicates all Shares have been
issued or that deregisters all remaining unissued Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from
the date of the 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 hereof to the extent that a statement contained herein (or in any
subsequently filed document that is or is deemed to be incorporated by
reference herein) modifies or supersedes such previous statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
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 HAS BEEN 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. IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY SUCH REQUEST SHOULD BE
RECEIVED BY THE COMPANY AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE BY WHICH
THE FINAL INVESTMENT DECISION IS TO BE MADE.
INFORMATION ABOUT THE COMPANY
General
The Company is a multi-bank holding company headquartered in Winston-
Salem, North Carolina. The Company conducts operations in North Carolina,
South Carolina and Virginia primarily through its commercial banking
subsidiaries and, to a lesser extent, through its other subsidiaries.
Substantially all of the Company's loans are to businesses and individuals in
the Carolinas and Virginia. The Company has no material amount of foreign
loans and no loans that can be defined as highly leveraged transactions. The
Company's bank subsidiaries are Branch Banking and Trust Company ("BB&T-NC"),
a North Carolina chartered bank; Branch Banking and Trust Company of South
Carolina ("BB&T-SC"), a South Carolina chartered bank; Branch Banking and
Trust Company of Virginia ("BB&T-VA"), a Virginia chartered bank; and Fidelity
Federal Savings Bank ("FFSB"), a federally chartered savings bank. The
principal assets of the Company are all of the issued and outstanding shares
of common stock of BB&T-NC, BB&T Financial Corporation of South Carolina,
Greenville, South Carolina, which in turn owns all of the issued and
outstanding shares of BB&T-SC, and BB&T Financial Corporation of Virginia
("BB&T Financial-VA"), Virginia Beach, Virginia, which in turn owns all of the
issued and outstanding shares of BB&T-VA and FFSB.
Subsidiaries
BB&T-NC, the Company's largest subsidiary, is the oldest bank in North
Carolina and currently operates through approximately 300 banking offices
throughout North Carolina. BB&T-NC provides a wide range of banking services
in its local market for retail and commercial customers, including small and
mid-size businesses, public agencies and local governments, trust customers,
and individuals. BB&T Leasing Corporation, a wholly owned subsidiary of BB&T-
NC, located in Charlotte, North Carolina, offers lease financing to commercial
businesses and municipal governments. BB&T Investment Services, Inc., also a
wholly owned subsidiary of BB&T-NC, located in Charlotte, North Carolina,
offers customers investment alternatives, including discount brokerage
services, fixed-rate and variable-rate annuities, mutual funds, and government
and municipal bonds. BB&T Insurance Services, Inc., located in Raleigh, North
Carolina, is also a subsidiary of BB&T-NC and offers life, property and
casualty and title insurance on an agency basis. Additional subsidiaries of
BB&T-NC include Goddard Technology Corporation, which engages in the design
and production of imaging and security devices and programs, and Prime Rate
Premium Finance Corporation, Inc., which provides insurance premium financing
and services to customers in Virginia and the Carolinas.
BB&T-SC serves South Carolina through approximately 95 banking offices.
BB&T-SC provides a wide range of banking services in its local market for
retail and commercial customers, including small and mid-size businesses,
public agencies, local governments, trust customers and individuals. BB&T-
SC's subsidiaries include BB&T Investment Services of South Carolina, Inc.,
which is licensed as a general broker/dealer of securities and is currently
engaged in retailing of mutual funds, U.S. Government securities, municipal
securities, fixed and variable insurance annuity products and unit investment
trusts.
BB&T-VA, formerly Commerce Bank, was acquired on January 10, 1995 by BB&T
Financial Corporation ("BB&T Financial") prior to the merger of BB&T Financial
with and into the Company. BB&T-VA offers a full range of commercial and
retail banking services through approximately 21 banking offices in the
Hampton Roads region of Virginia.
FFSB was acquired on March 1, 1997, upon the merger of its parent
company, Fidelity Financial Bankshares Corporation ("FFBC"), with and into
BB&T Financial-VA. FFSB operates approximately seven branch offices offering
commercial and retail banking services in the Richmond, Virginia area.
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
The Company's profitability and market share have been enhanced through
both internal growth and acquisitions during recent years. Specifically, the
Company has expanded by both the acquisition of financial institutions
(including thrift institutions) and the purchase of deposits and assets from
the Resolution Trust Corporation in federally assisted transactions.
During the five years ended December 31, 1995, the Company and BB&T
Financial completed numerous mergers and acquisitions of thrift institutions
and commercial banking companies. On February 28, 1995, the Company merged
with BB&T Financial, a multi-bank holding company with approximately $11
billion in total assets. Each BB&T Financial shareholder received 1.45 shares
of Common Stock for each share of BB&T Financial common stock held. A total
of 57.9 million shares of Common Stock were issued in conjunction with the
merger.
On September 1, 1996, the Company completed the acquisition of Regional
Acceptance Corporation ("RAC") of Greenville, North Carolina in a transaction
accounted for as a pooling-of-interests. RAC, which has 28 branch offices in
North Carolina, South Carolina, Tennessee and Virginia, specializes in
indirect financing for consumer purchases of mid-model and late-model used
automobiles. Approximately 5.85 million shares of Common Stock were issued in
exchange for all the outstanding shares of RAC. The Company restated its
financial statements to give effect to this transaction in its Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 1996.
The Company acquired three insurance agencies in the fourth quarter of
1996 which were accounted for under the purchase method of accounting. The
Company issued 610,390 shares of Common Stock to effect the acquisitions and
recorded intangible assets of $16.9 million.
On March 1, 1997, the Company completed the acquisition of FFBC, which
was a Virginia corporation that served as the holding company for FFSB, in a
transaction accounted for as a purchase. The Company intends to effect the
merger of FFSB, which is currently a wholly owned subsidiary of BB&T
Financial-VA, with and into BB&T-VA not later than the first quarter of 1998.
The Company 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 the Company of consideration in excess of the book value of the
underlying net assets acquired, may result in the issuance of additional
shares of the Company capital stock or the incurring of an additional
indebtedness by the Company, and could have a dilutive effect on the earnings
or book value, per share, of the 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.
Capital
The Federal Reserve has established a minimum requirement for a bank
holding company's ratio of capital to risk-weighted assets (including certain
off-balance-sheet activities, such as standby letters of credit) of 8%. At
least half of the total capital is required to be composed of common equity,
retained earnings, and qualifying perpetual preferred stock, less certain
intangibles ("Tier 1 capital"). The remainder may consist of certain
subordinated debt, certain hybrid capital instruments and other qualifying
preferred stock, and a limited amount of the loan loss allowance ("Tier 2
capital" and, together with Tier 1 capital, "total capital"). At December 31,
1996, the Company's Tier 1 and total capital ratios were 11.7% and 14.7%,
respectively. Effective January 1, 1997, with mandatory compliance as of
January 1, 1998, the Federal Reserve also is requiring certain bank holding
companies that engage in trading activities to adjust their risk-based capital
to take into consideration market risk that may result from movements in
market prices of covered trading positions in trading accounts, or from
foreign exchange or commodity positions, whether or not in trading accounts,
including changes in interest rates, equity prices, foreign exchange rates or
commodity prices. Any capital required to be maintained pursuant to these
provisions may consist of new "Tier 3 capital" consisting of certain short
term subordinated debt. In addition, the Federal Reserve has issued a policy
statement, pursuant to which a bank holding company that is determined to have
weaknesses in its risk management processes or a high level of interest rate
risk exposure may be required, among other things, to hold additional capital.
The Federal Reserve also has established minimum leverage ratio
requirements for bank holding companies. These requirements provide for a
minimum leverage ratio of Tier 1 capital to adjusted average quarterly assets
("leverage ratio") equal to 3% for bank holding companies that meet certain
specified criteria, including that they have the highest regulatory rating.
All other bank holding companies will generally be required to maintain a
leverage ratio of from at least 100 to 200 basis points above the stated
minimum. The Company's leverage ratio at December 31, 1996 was 8.0%. Bank
holding companies experiencing internal growth or making acquisitions are
expected to maintain strong capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets.
Furthermore, the requirements indicate that the Federal Reserve will continue
to consider a "tangible Tier 1 leverage ratio" (deducting all intangibles) in
evaluating proposals for expansion or new activity.
The FDIC has adopted minimum risk-based and leverage ratio regulations to
which the Company's bank subsidiaries are subject that are substantially
similar to those requirements established by the Federal Reserve described
above. Under federal banking laws, failure to meet the minimum regulatory
capital requirements could subject a banking institution to a variety of
enforcement remedies available to federal regulatory authorities, including,
in the most severe cases, the termination of deposit insurance by the FDIC and
placing the institution into conservatorship or receivership. The capital
ratios of each of the Company's bank subsidiaries exceeded all minimum
regulatory capital requirements as of December 31, 1996.
Deposit Insurance Assessments
The deposits of each of the Company's bank subsidiaries are insured by
the FDIC up to the limits set forth under applicable law. A majority of the
deposits of the banks are subject to the deposit insurance assessments of the
Bank Insurance Fund ("BIF") of the FDIC. However, approximately 40% of the
deposits of BB&T-NC and BB&T-SC (related to the banks' acquisition of various
savings associations) are subject to assessments imposed by the Savings
Association Insurance Fund ("SAIF") of the FDIC.
Pursuant to recently enacted budget reconciliation legislation, the FDIC
imposed a special assessment on SAIF-assessable deposits of 65.7 basis points
per $100 of SAIF-assessable deposits in order to increase the SAIF's net worth
to 1.25 percent of SAIF-insured deposits as of October 1, 1996. This special
assessment was applied by the FDIC to the amount of SAIF-assessable deposits
held by institutions as of March 31, 1995. Certain institutions that engaged
in thrift acquisitions, including BB&T-NC, received a 20 percent discount on
the assessment. As a result, the pre-tax impact of the special assessment on
the Company was approximately $33 million, and was recorded as an expense as
of September 30, 1996.
The FDIC also lowered the assessment rates for SAIF-insured deposits,
effective January 1, 1997, to the same levels as the assessment rates
currently applicable to BIF-insured deposits. Thus, for the semi-annual
period beginning January 1, 1997, the assessments imposed on all FDIC deposits
for deposit insurance range from 4 to 31 basis points, with an effective rate
of 0 to 27 basis points per $100 of insured deposits, depending on the
institution's capital position and other supervisory factors. However,
because the recently enacted legislation requires that both SAIF-insured and
BIF-insured deposits must pay a pro rata portion of the interest due on the
obligations issued by the Financing Corporation, the FDIC is assessing BIF-
insured deposits an additional 1.30 basis points per $100 of deposits, and
SAIF-insured deposits an additional 6.48 basis points per $100 of deposits, to
cover those obligations.
OFFERED SECURITIES
This Prospectus relates to up to 5,000,000 shares of Common Stock which
the Company proposes to issue in its continuing program of acquisitions of
entities, assets or interests engaged in the financial services industry. The
consideration for any acquisition may consist of cash, notes or other evidence
of debt, assumptions of liabilities, equity securities, or a combination
thereof, as determined from time to time by negotiations between the Company
and the owners of businesses or properties to be acquired. In general, the
terms of acquisitions will be determined by direct negotiations between the
representatives of the Company and the owners of the businesses or properties
to be acquired or, in the case of entities more widely held, through exchange
offers to stockholders or documents soliciting approval of statutory mergers,
consolidations or sales of assets. Underwriting discounts or commissions will
generally not be paid by the Company. However, under some circumstances, the
Company may issue Common Stock covered by this Prospectus to pay brokers'
commissions incurred in connection with acquisitions.
This Prospectus, as appropriately amended or supplemented, has also been
prepared for use by persons who receive shares issued by the Company in
acquisitions, including Common Stock received upon conversion of other equity
securities that may be issued in acquisitions, and who wish to offer and sell
such shares, on terms then available, in transactions in which they may be
deemed affiliates or underwriters within the meaning of the Securities Act
("Selling Shareholders"). Resales may be made pursuant to this Prospectus, as
amended or supplemented, pursuant to Rule 145(d) under the Securities Act, or
pursuant to an exemption from the Securities Act. Profits realized on resales
by Selling Shareholders under certain circumstances may be regarded as
underwriting compensation under the Securities Act.
Resales by Selling Shareholders may be made directly to investors or
through a securities firm acting as an underwriter, broker or dealer. When
resales are to be made through a securities firm, such securities firm may be
engaged to act as the Selling Shareholder's agent in the sale of shares by
such Selling Shareholder, or such securities firm may purchase shares from the
Selling Shareholder as principal and thereafter resell such shares from time
to time. The fees earned by or paid to such securities firm may be the normal
stock exchange commission or negotiated commissions or underwriting discounts
to the extent permissible. In addition, such securities firm may effect
resales through other securities dealers, and customary commissions or
concessions to such other dealer may be allowed. Sales of shares may be at
negotiated prices, at fixed prices, at market prices or at prices related to
market prices then prevailing. Any such sales may be made on the NYSE or
other exchange on which such shares may be traded, in the over-the-counter
market, by block trade, in special or other offerings, directly to investors
or through a securities firm acting as agent or principal, or a combination of
such methods. Any participating securities firm may be indemnified against
certain civil liabilities, including liabilities under the Securities Act.
Any participating securities firm may be deemed to be an underwriter within
the meaning of the Securities Act, and any commissions earned by such firm may
be deemed to be underwriting discounts or commissions under the Securities
Act.
A Prospectus Supplement, if required, will be filed under Rule 424(b)
under the Securities Act, disclosing the name of the Selling Shareholder, the
participating securities firm, if any, the number of shares involved, and
other details of such resales, if appropriate.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock that the Company may
issue from time to time in connection with acquisitions by the Company or one
or more of its subsidiaries or that the Company may issue upon exercise of
warrants, options, convertible notes and other similar instruments issued or
assumed by the Company from time to time in connection with acquisitions. The
Company will receive no proceeds from this offering other than the value of
the assets and securities acquired by the Company in the acquisitions. When
this Prospectus is used in a public reoffering or resale of the Common Stock
acquired pursuant to this Prospectus, such selling shareholders shall receive
the proceeds derived from such resale and not the Company.
MARKET PRICES AND DIVIDENDS
Common Stock is listed on the NYSE under the symbol "BBK." The following
table sets forth, for t he periods indicated, the high and low sales price of
Common Stock on the NYSE Composite Transactions List and cash dividends paid
per share. The prices do not include retail markups, markdowns or
commissions.
High Low Cash Dividend
Quarter Ended
March 31, 1997 $40.75 $35.25 $.27
June 30, 1997 (through
June 5, 1997) 41.38 35.75 .27
Quarter Ended
March 31, 1996 29.75 25.88 .23
June 30, 1996 31.75 28.88 .23
September 30, 1996 33.88 28.63 .27
December 31, 1996 36.75 33.38 .27
For year 1996 36.75 25.88 1.00
Quarter Ended
March 31, 199 22.38 18.88 .20
June 30, 1995 24.13 19.88 .20
September 30, 1995 27.13 23.63 .23
December 31, 1995 27.00 25.63 .23
For year 1995 27.13 18.88 .86
<TABLE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth certain consolidated financial data of the
Company for the five years ended December 31, 1996, and the three months ended
March 31, 1997 and March 31, 1996. The information is qualified in its
entirety by the detailed information and consolidated financial statements
included in the documents incorporated herein by reference. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" in this Prospectus and the
accompanying Prospectus Supplement.
<CAPTION>
For the Three Months
Ended March 31, /-------- For the Year Ended December 31, --------/
1997 1996 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of Operations:
Interest income $ 416 $ 392 $ 1,607 $ 1,577 $ 1,339 $ 1,213 $ 1,218
Interest expense 198 192 778 814 586 509 592
Net interest income 218 200 829 763 753 704 626
Provision for loan and lease losse 17 11 54 35 20 55 64
Net interest income after provision
for loan and lease losses 201 189 775 728 733 649 562
Noninterest income 85 69 297 231 230 223 188
Noninterest expense 161 150 654 681 590 667 514
Income before income taxes 125 108 418 278 373 205 236
Provision for income taxes 42 36 134 92 129 79 84
Income before cumulative effect of
changes in accounting principles 83 72 284 186 244 126 152
Less: cumulative effect of changes
in accounting principles, net of
income taxes - - - - - 34 -
Net income $ 83 $ 72 $ 284 $ 186 $ 244 $ 92 $ 152
Selected Period End Balances:
Total assets $ 22,052 $ 20,329 $ 21,247 $ 20,636 $ 19,972 $ 18,928 $ 16,016
Earning assets 20,730 19,059 19,847 19,376 18,803 17,721 14,887
Securities 5,345 4,835 5,262 5,355 5,425 5,225 4,208
Loans and leases * 15,349 14,210 14,584 13,952 13,052 12,132 10,433
Deposits 15,556 15,163 14,954 14,684 14,314 14,595 13,044
Long-term debt 2,273 1,603 2,052 1,384 911 837 423
Stockholders' equity 1,753 1,603 1,729 1,711 1,526 1,421 1,276
Selected Financial Ratios:
Profitabilaty Ratios:
Return on average assets 1.58% 1.43% 1.38% .91% 1.28% .54% .98%
Return on average common
shareholders' equity 19.16 17.99 17.21 11.84 17.07 6.61 12.99
Net interest margin 4.56 4.38 4.45 4.14 4.36 4.55 4.53
Efficiency 51.3 53.8 53.5 55.2 58.0 66.0 63.2
Capital Ratios:
Equity to assets (period end) 8.0% 7.9% 8.1% 8.3% 7.6% 7.5% 8.0%
Tier 1 capital 10.7 12.3 11.7 13.2 12.4 11.5 N/A
Total capital 13.9 13.5 14.7 14.4 13.4 13.2 N/A
Leverage 7.8 7.7 8.0 7.9 7.1 8.2 N/A
Loan Quality Ratios:
Nonaccrual loans and leases as a
percentage of total loans and
leases .38% .46% .41% .45% .36% .51% .45%
Nonperforming assets as a percentage
of:
Total assets .37 .38 .38 .37 .31 .46 .38
Loans and leases plus foreclosed
property .53 .54 .55 .54 .47 .72 .58
Net charge-offs as a percentage of
average loans and leases .29 .23 .32 .24 .14 .32 .47
Allowance for loan and lease losses
as a percentage of loans and
leases 1.26 1.26 1.26 1.26 1.32 1.41 1.31
Ratio of allowance for loan and lease
losses to:
Net charge-offs 4.45x 5.49x 4.06x 5.30x 9.68x 4.81x 2.86x
Nonaccrual loans and leases 3.36 2.72 3.08 2.82 3.59 2.75 2.89
* Loans and leases are net of unearned income and the allowance for losses. Amounts include loans held for sale.
N/A - Not available.
</TABLE>
DESCRIPTION OF CAPITAL STOCK
General
The authorized capital stock of the Company consists of 300,000,000
shares of Common Stock and 5,000,000 shares of preferred stock, par value
$5.00 per share (the "Preferred Stock"). As of March 31, 1997, there were
109,138,628 shares of Common Stock issued and outstanding. There were no
shares of Preferred Stock issued and outstanding as of such date, although
2,000,000 shares of Preferred Stock have been designated as Junior
Participating Preferred Stock (the "Junior Preferred Stock") and are reserved
for issuance in connection with the Company's shareholder rights plan. See "-
- -Shareholder Rights Plan."
Common Stock
Each share of Common Stock is entitled to one vote on all matters
submitted to a vote at any meeting of shareholders. Holders of Common Stock
are entitled to receive dividends when, as, and if declared by the Board of
Directors of the Company (the "Board") out of funds legally available therefor
and, upon liquidation, to receive pro rata all assets, if any, of the Company
available for distribution after the payment of necessary expenses and all
prior claims. Holders of Common Stock have no preemptive rights to subscribe
for any additional securities of any class that the Company may issue, nor any
conversion, redemption or sinking fund rights. Holders of Common Stock have
no right to cumulate votes in the election of directors. The rights and
privileges of holders of Common Stock are subject to any preferences provided
for by resolution of the Board for any series of Preferred Stock that the
Company may issue in the future. The terms of the Junior Preferred Stock
reserved for issuance in connection with the Rights Agreement provide that
holders of such shares shall have rights and privileges that are substantially
identical to those of holders of Common Stock.
The transfer agent and registrar for the Common Stock is BB&T-NC.
Preferred Stock
Under the Company's Articles of Incorporation (the "Articles"), the
Company may issue shares of Preferred Stock in one or more series as may be
determined by the Board or a duly authorized committee. The Board or
committee may also establish, from time to time, the number of shares to be
included in each series and may fix the designation, powers, preferences and
rights of the shares of each such series and any qualifications, limitations
or restrictions thereof, and may increase or decrease the number of shares of
any series without any further vote or action by the shareholders. Any
Preferred Stock issued may rank senior to the Common Stock with respect to the
payment of dividends or amounts upon liquidation, dissolution or winding up of
the Company, or both. In addition, any shares of Preferred Stock may have
class or series voting rights. Under certain circumstances, the issuance of
Preferred Stock or the existence of the unissued Preferred Stock may tend to
discourage or render more difficult a merger or other change in control of the
Company. See "--Shareholder Rights Plan."
Shareholder Rights Plan
The Company has adopted a shareholder rights plan pursuant to which
holders of shares of Common Stock also hold rights to purchase securities or
other property that may be exercised upon the occurrence of certain
"triggering events." Shareholder rights plans such as the Company's plan are
intended to encourage potential hostile acquirors of a "target" corporation to
negotiate with the board of directors of the target corporation in order to
avoid occurrence of the "triggering events" specified in such plans.
Shareholder rights plans are intended to give the directors of a target
corporation the opportunity to assess the fairness and appropriateness of a
proposed transaction in order to determine whether or not it is in the best
interests of the corporation and its shareholders. Notwithstanding these
purposes and intentions of shareholder rights plans, such plans, including
that of the Company, could have the effect of discouraging a business
combination which shareholders believe to be in their best interests. The
provisions of the Company's shareholder rights plan are discussed below.
On December 17, 1996, the Board declared a dividend distribution of one
right (a "Right," and collectively the "Rights") for each outstanding share of
Common Stock to shareholders of record at the close of business on January 17,
1997. One Right will also be distributed for each share of Common Stock
issued between January 17, 1997 and the occurrence of a "Distribution Date"
(described in the next paragraph). Each Right entitles the registered holder
to purchase from the Company a unit consisting of one one-hundredth of a share
(a "Unit") of Junior Preferred Stock at a Purchase Price of $145.00 per Unit,
subject to adjustment, or, under certain circumstances, other securities or
property. The description and terms of the Rights are set forth in the Rights
Agreement, dated as of December 17, 1996, between the Company and BB&T-NC in
the capacity of Rights Agent (the "Rights Agreement").
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. A "Distribution Date" will occur, and the Rights will
separate from shares of Common Stock, upon the earliest of (a) 10 business
days following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date"), (b) 10 business days following
the commencement of a tender offer or exchange offer that would if consummated
result in a person or group beneficially owning 20% or more of such
outstanding shares of Common Stock or (c) 10 business days after the Board
declares any Person to be an "Adverse Person," as described in the following
paragraph.
The Board will declare a person to be an Adverse Person upon its
determinations (a) that such person, alone or together with its affiliates and
associates, has or will become the beneficial owner of 10% or more of the
outstanding shares of Common Stock (provided that any such determination shall
not be effective until such person has in fact become the beneficial owner of
10% or more of the outstanding shares of Common Stock) and (b) following
consultation with such persons as the Board deems appropriate, that (i) such
beneficial ownership by such person is intended to cause, is reasonably likely
to cause or will cause the Company to repurchase the Common Stock beneficially
owned by such person or to cause pressure on the Company to take action or
enter into a transaction or series of transactions intended to provide such
person with short-term financial gain under circumstances where the Board
determines that the best long-term interests of the Company and its
shareholders would not be served by taking such action or entering into such
transactions or series of transactions at that time or (ii) such beneficial
ownership is causing or is reasonably likely to cause a material adverse
impact (including, but not limited to, impairment of relationships with
customers or impairment of the Company's ability to maintain its competitive
position) on the business or prospects of the Company or (iii) such beneficial
ownership otherwise is determined to be not in the best interests of the
Company and its shareholders, employees, customers and communities in which
the Company and its subsidiaries do business.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 31, 2006, subject to extension by
the Board, or unless earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except for certain issuances in
connection with outstanding options and convertible securities and as
otherwise determined by the Board, only shares of Common Stock issued prior to
the Distribution Date will be issued with Rights.
In the event that the Board determines that a person is an Adverse Person
or, at any time following the Distribution Date, a person becomes the
beneficial owner of 25% or more of the then-outstanding shares of Common
Stock, each holder of a Right will thereafter have the right to receive at the
time specified in the Rights Agreement, (a) upon exercise and payment of the
exercise price, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
exercise price of the Right or (b) at the discretion of the Board, upon
exercise and without payment of the exercise price, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a value equal to the difference between the exercise price of the Right
and the value of the consideration which would be payable under clause (a).
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
any Acquiring Person or Adverse Person will be null and void. Rights will not
become exercisable following the occurrence of either of the events set forth
above, however, until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, at an exercise price of $145.00 per Right, each Right not
owned by an Acquiring Person or an Adverse Person (or by certain related
parties) following an event set forth in the preceding paragraph would entitle
its holder to purchase $290.00 worth of Common Stock (or other consideration,
as noted above) for $145.00. Assuming that the Common Stock had a per share
value of $72.50 at such time, the holder of each valid Right would be entitled
to purchase four shares of Common Stock for $145.00. Alternatively, at the
discretion of the Board, each Right following an event set forth in the
preceding paragraph, without payment of the exercise price, would entitle its
holder to Common Stock (or other consideration, as noted above) worth $145.00.
In the event that, at any time following the Stock Acquisition Date, (a)
the Company is acquired in a merger, statutory share exchange or other
business combination transaction in which the Company is not the surviving
corporation or (b) 50% or more of the Company's assets or earning power is
sold or transferred, each holder of a Right (except Rights which previously
have been voided as set forth above) shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the Right. The Purchase Price
payable, and the number of Units of Junior Preferred Stock or other securities
or property issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution in the event of certain events.
In general, the Company may redeem the Rights in whole, but not in part,
at a price of $0.01 per Right at any time until 10 business days following the
earlier of the Stock Acquisition Date or the effective date of any declaration
by the Board that any person is an Adverse Person. After the redemption
period has expired, the Company's right of redemption may be reinstated if an
Acquiring Person or Adverse Person reduces his beneficial ownership to less
than 10% of the outstanding shares of Common Stock in a transaction or series
of transactions not involving the Company and if there are no other Acquiring
Persons or Adverse Persons.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by
the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring
Person or Adverse Person) or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time
period governing redemption may be made when the Rights are not redeemable.
The Rights Agreement is filed as an exhibit to a Registration Statement
on Form 8-A dated January 10, 1997 that has been filed by the Company with the
Commission. Such registration statement and the Rights Agreement are
incorporated by reference in this Prospectus, and reference is made thereto
for the complete terms of the Rights Agreement and the Rights. The foregoing
discussion is qualified in its entirety by reference to the Rights Agreement.
See "AVAILABLE INFORMATION" and "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."
Certain Provisions of the NCBCA, Articles and Bylaws
Certain provisions of the NCBCA, the Articles and the Company's bylaws
(the "Bylaws") deal with matters of corporate governance and the rights of
shareholders. Certain of these provisions, as well as the ability of the
Board to issue shares of Preferred Stock and to set the voting rights,
preferences and other terms thereof, may be deemed to have an anti-takeover
effect and may delay or prevent takeover attempts not first approved by the
Board. These provisions also could delay or deter the removal of incumbent
directors or the assumption of control by shareholders. The Company believes
that these provisions are appropriate to protect the interests of the Company
and all of its shareholders. The following describes the principal provisions
of the NCBCA applicable to the Company, the Articles and Bylaws that may be
deemed to have anti-takeover effects.
Control Share Act
The North Carolina Control Share Acquisition Act (the "Control Share
Act") applies to the Company. The Control Share Act is designed to protect
shareholders against certain changes in control and to provide shareholders
with the opportunity to vote on whether to afford voting rights to certain
shareholders. The Control Share Act may make an unsolicited attempt to gain
control of the Company more difficult by restricting the right of certain
shareholders to vote newly acquired large blocks of stock.
The Control Share Act is triggered upon the acquisition by a person of
shares of voting stock of a North Carolina corporation that, when added to all
other shares beneficially owned by the person, would result in that person
holding one-fifth, one-third, or a majority of the voting power in the
election of directors. Under the Control Share Act, the shares acquired that
result in the crossing of any of these thresholds ("Control Shares") have no
voting rights until such rights are conferred by the affirmative vote of the
holders of a majority of all outstanding voting shares, excluding those shares
held by any person involved or proposing to be involved in the acquisition of
Control Shares, any officer of the corporation and any employee of such
corporation who is also a director of such corporation. If voting rights are
conferred on Control Shares, all shareholders of such corporation have the
right to require that their shares be redeemed at the highest price paid per
share by the acquiror for any Control Shares.
North Carolina has also enacted the North Carolina Shareholder Protection
Act (the "Shareholder Protection Act"). In accordance with the provisions of
such statute, the Company has elected not to be governed by the Shareholder
Protection Act.
Provisions Regarding the Board
The Bylaws provide for a board of directors having not less than three
nor more than 30 members as determined from time to time by vote of a majority
of the members of the Board or by resolution of the shareholders of the
Company. Currently, the Board consists of 24 directors.
The Board is divided into three approximately equal classes, with the
members of each class serving a staggered three-year term. Under the Articles
and the Bylaws, directors of the Company may be removed only for cause and
only by the vote of a majority of the outstanding shares of Common Stock
entitled to vote in the election of directors. Holders of Common Stock do not
have cumulative voting rights in the election of directors.
The provisions of the Articles and the Bylaws with respect to the
classification of the Board and the removal of directors only for cause could
have the effect of making it more difficult for a third party to acquire, or
of discouraging a third party from acquiring, control of the Company.
Meeting of Shareholders; Shareholders' Nominations and Proposals
Under the Bylaws, meetings of the shareholders may be called by the Chief
Executive Officer or the Board. Shareholders of the Company may not request
that a special meeting of shareholders be called. This provision could have
the effect of delaying until the next annual shareholders' meeting shareholder
actions which are favored by the holders of a majority of the outstanding
voting securities of the Company.
Certain procedures governing the submission of nominations for directors
and other proposals by stockholders may have some deterrent on shareholder
actions designed to result in change of control in the Company. The Bylaws
establish advance notice procedures for shareholder proposals and the
nomination, other than by or at the direction of the Board or a committee
thereof, of candidates for election as directors. The Bylaws provide that a
shareholder wishing to nominate a person as a candidate for election to the
Board must submit such nomination in writing to the Secretary of the Company
not later than 60 days before one year after the date of the immediately
preceding annual meeting of shareholders, together with biographical
information about the candidate, the shareholder's name and shareholdings.
Nominations not made in accordance with the foregoing provisions may be ruled
out of order by the presiding officer or the chairman of the meeting.
Similarly, a shareholder must notify the Secretary of the Company in
writing not later than 60 days before one year after the date of the
immediately preceding annual meeting of shareholders of the shareholder's
intention to make a proposal for consideration at the next annual meeting.
The notice must contain (a) a brief description of the proposal, (b) the name
and shareholdings of the shareholder submitting the proposal and (c) any
material interest of the shareholder in such proposal.
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 the
Company. 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 the Company
included in the Company'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 20. 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 Company's bylaws provide for the indemnification of any director or
officer of the Company against liabilities and litigation expenses arising out
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 Company 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 Company's articles of incorporation provide for the elimination of
the personal liability of each director of the Company to the fullest extent
permitted by law.
The Company maintains directors and officers liability insurance which,
in general, insures: (i) the Company's directors and officers against loss by
reason of any of their wrongful acts and (ii) the Company 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as exhibits to this
registration statement on Form S-4:
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 and Exhibit No. 3(b) to the
registrant's registration statement on Form S-3 filed May 23,
1997 (Registration No. 333-27755))
3(b) 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))
3(c) Amendment to Bylaws of BB&T Corporation dated April 22, 1997*
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*
____________
*previously filed
(b) Financial statement schedules: Not applicable.
ITEM 22. UNDERTAKINGS
(a) 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.
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) (17 C.F.R. Section
230.424(b)) if, in the aggregate, the changes in volume and price
represent no more than 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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(d) The registrant undertakes that every prospectus: (i) that is
filed pursuant to paragraph (c) immediately preceding, or (ii) that purports
to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and
is used in connection with an offering of securities subject to Rule 415, will
be filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act 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 Act and will be governed by the final adjudication
of such issue.
(f) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
(g) The undersigned registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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-4 and has duly caused this
Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Winston-Salem, State of North Carolina, on June 6, 1997.
BB&T CORPORATION
By:
Name: Jerone C. Herring
Title: Executive Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement on Form S-4 has been signed
by the following persons in the capacities indicated on June 6, 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 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 (formerly Southern National Corporation) 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
June 6, 1997.
