As Filed with the Securities and Exchange Commission on June 13, 1997
Registration No. 333-19859
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
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)
of 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:
Garza Baldwin, III Barry A. Wilton
Womble Carlyle Sandridge & Rice, PLLC Parker, Pollard & Brown,
P.C.
3300 One First Union Center Suite 300, Dumbarton Oaks
Building
301 South College Street 5511 Staples Mill Road
Charlotte, North Carolina 28202 Richmond, Virginia 23228
Pursuant to Registration Statement No. 333-19859 on Form S-4, BB&T
Corporation, a North Carolina corporation (formerly Southern National
Corporation) (the "Company"), registered 2,088,973 shares of its common stock,
par value $5.00 per share (the "Common Stock"), issuable pursuant to an
Agreement and Plan of Reorganization, dated as of August 22, 1996 and amended
and restated as of December 17, 1996, and a related Plan of Merger between the
Company and the Fidelity Financial Bankshares Corporation, a Virginia
corporation ("FFBC"), that provided for the acquisition by the Company of FFBC
by means of the merger of FFBC with and into BB&T Financial Corporation of
Virginia, a Virginia corporation and wholly owned subsidiary of the Company
(the "Merger"). The Company hereby removes from registration 448,329 shares
of Common Stock that remain unissued after the Merger.
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
Post-Effective Amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Winston-Salem, State of North Carolina, on June 13, 1997.
BB&T CORPORATION
By: /s/ Jerone C. Herring
Name: Jerone C. Herring
Title: Executive Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the registration statement S-4 has been
signed by the following persons in the capacities indicated on June 13, 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
Chief Executive Officer President and Chief Financial Officer
(principal executive officer) (principal financial officer)
/s/ Sherry A. Kellett* /s/ Paul B. Barringer*
Name: Sherry A. Kellett Name: Paul B. Barringer
Title: Executive Vice President Title: Director
and Controller (principal
accounting officer)
/s/ W. R. Cuthbertson, Jr.* /s/ Ronald E. Deal*
Name: W. R. Cuthbertson, Jr. Name: Ronald E. Deal
Title: Director Title: Director
/s/ A. J. Dooley, Sr.* /s/ Joe L. Dudley, Sr.*
Name: A. J. Dooley, Sr. Name: Joe L. Dudley, Sr.
Title: Director Title: Director
/s/ Tom D. Efird* /s/ O. William Fenn, Jr.*
Name: Tom D. Efird Name: O. William Fenn, Jr.
Title: Director Title: Director
/s/ Paul S. Goldsmith* /s/ L. Vincent Hackley*
Name: Paul S. Goldsmith Name: L. Vincent Hackley
Title: Director Title: Director
/s/ Ernest F. Hardee* /s/ Richard Janeway, M.D.*
Name: Ernest F. Hardee Name: Richard Janeway, M.D.
Title: Director Title: Director
/s/ J. Ernest Lathem, M.D.* /s/ James H. Maynard*
Name: J. Ernest Lathem, M.D. Name: James H. Maynard
Title: Director Title: Director
/s/ Joseph A. McAleer, Jr.* /s/ Albert O. McCauley*
Name: Joseph A. McAleer, Jr. Name: Albert O. McCauley
Title: Director Title: Director
/s/ Dickson McLean, Jr.* /s/ Charles E. Nichols*
Name: Dickson McLean, Jr. Name: Charles E. Nichols
Title: Director Title: Director
/s/ L. Glenn Orr, Jr.* /s/ A. Winniett Peters*
Name: L. Glenn Orr, Jr. Name: A. Winniett Peters
Title: Director Title: Director
/s/ Richard L. Player, Jr.* /s/ C. Edward Pleasants, Jr.*
Name: Richard L. Player, Jr. Name: C. Edward Pleasants, Jr.
Title: Director Title: Director
/s/ Nido R. Qubein* /s/ A. Tab Williams, Jr.*
Name: Nido R. Qubein Name: A. Tab Williams, Jr.
Title: Director Title: Director
*By: /s/ Jerone C. Herring
Jerone C. Herring
Attorney-in-Fact
C#S4-19859.WPD
