As Filed with the Securities and Exchange Commission on May 6, 1997
Registration No. 333 - _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SOUTHERN NATIONAL 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. :
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered unit price registration fee
<S> <C> <C> <C> <C>
Common Stock, 5,000,000 shares $39.94 $199,700,000 (2) $60,515.15
par value $5.00 per share (1)
</TABLE>
(1) Each share of the registrant's common stock includes one preferred
share purchase right.
(2) Estimated solely for the purpose of calculating the registration fee
and computed in accordance with Rule 457(c) based on the high ($40.25)
and low ($39.625) prices of the registrant's common stock as reported
on the New York Stock Exchange on May 2, 1997.
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.
SUBJECT TO COMPLETION
DATED MAY 6, 1997
PROSPECTUS
SOUTHERN NATIONAL 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 Southern National Corporation, a North
Carolina corporation (to be renamed "BB&T Corporation" in May
1997, and hereinafter referred to as 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.
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission (the "Commission"). These securities may not be
sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus
shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
The Common Stock is traded on the New York Stock Exchange
("NYSE") under the symbol "SNB" ("BBK" following the name
change to "BB&T Corporation"). The closing price of Common
Stock as of May 2, 1997 (as reported on the NYSE composite
tape) was $40.25 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 _____ __, 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 Current Report on Form 8-K, dated January 14,
1997;
(c) The Company's Current Report on Form 8-K, dated April 11, 1997;
(d) The Company's Registration Statement on Form 8-A, dated
January 10, 1997, with respect to the adoption of its
shareholder rights plan; and
(e) 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, 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 "SNB" ("BBK"
following the name change to "BB&T Corporation"). The following table
sets forth, for the 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.
<TABLE>
<CAPTION>
High Low Cash Dividend
<S> <C> <C>
Quarter Ended
March 31, 1997 $40.75 $35.25 $.27
June 30, 1997 (through
May 2, 1997) 40.25 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, 1995 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 HISTORICAL FINANCIAL DATA
The following selected historical financial information
has been derived from historical consolidated financial
statements of the Company and should be read in conjunction
with such historical consolidated financial statements, and
the notes thereto, which are incorporated herein by
reference. For certain information relating to the effects
of the pending UCB Merger on the Company's historical
financial position and results of operations, see "PRO FORMA
CONDENSED FINANCIAL INFORMATION. "
<TABLE>
SELECTED HISTORICAL FINANCIAL DATA (1)
As of / For the Years Ended December 31
<CAPTION>
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Summary of Operations
Interest income $ 1,606,613 $ 1,576,612 $ 1,339,542 $ 1,212,986 $ 1,218,407
Interest expense 778,120 813,942 586,296 509,110 592,675
Net interest income 828,493 762,670 753,246 703,876 625,732
Provision for loan and
lease 53,661 34,632 20,181 54,558 63,584
Net interest income after
provision for loan and
lease losses 774,832 728,038 733,065 649,318 562,148
Noninterest income 297,389 230,994 229,861 223,229 187,541
Noninterest expense 654,053 681,228 589,795 667,441 513,649
Income before income taxes 418,168 277,804 373,131 205,106 236,040
Provision for income taxes 134,504 91,463 129,289 112,717 84,322
Net income $ 283,664 $ 186,341$ 243,842 $ 92,389 $ 151,718
Per Share Data
Primary earnings $ 2.56 $ 1.65$ 2.21 $ 0.83 $ 1.51
Fully diluted earnings 2.54 1.62 2.16 0.83 1.44
Cash dividends 1.00 .86 .74 .64 .50
Book value 15.82 15.04 13.44 12.63 12.71
Average Balance Sheets
Securities at carrying
value $ 5,176,841 $ 5,394,372$ 5,340,070 $ 4,670,213 $ 3,998,587
Loans and leases (2) 14,008,824 13,591,113 12,290,880 11,087,053 10,069,318
Other assets 1,388,405 1,418,385 1,441,666 1,369,128 1,339,256
Total assets $ 20,574,070 $ 20,403,870$ 19,072,616 $ 17,126,394 $ 15,407,161
Deposits $ 14,777,537 $ 14,251,176$ 14,298,728 $ 13,546,050 $ 12,601,590
Other liabilities 2,278,429 3,422,090 2,624,611 1,590,357 1,453,887
Long-term debt 1,858,569 1,127,575 677,227 597,519 153,064
Common shareholders'
equity 1,644,376 1,530,684 1,397,907 1,318,325 1,132,815
Preferred shareholders'
equity 15,159 72,345 74,143 74,143 65,805
Total liabilities and
shareholders' equity $ 20,574,070 $ 20,403,870$ 19,072,616 $ 17,126,394 $ 15,407,161
Period End Balances
Total assets $ 21,246,562 $ 20,636,430$ 19,971,602 $ 18,927,837 $ 16,016,224
Deposits 14,953,914 14,684,056 14,314,154 14,594,952 13,044,173
Long-term debt 2,051,767 1,383,935 910,755 837,241 423,211
Shareholders' equity 1,729,169 1,711,342 1,525,548 1,420,790 1,275,877
Selected Performance Ratios
Rate of return on:
Average total assets 1.38% .91 1.28% .54 .98%
Average common shareholders 17.21 11.84 17.07 6.61 12.99
Dividend payout 39.06 52.12 33.48 77.11 33.11
Average equity to average as 8.07 7.86 7.72 8.13 7.78
___________________
(1) The selected historical financial data of the Company gives effect to the acquisition by the Company of
Regional Acceptance Corporation on September 1, 1996, accounted for as a pooling of interests.
(2) Loans and leases are net of unearned income and the allowance for losses. Amounts include loans held for sale.
</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 3, 1997, there were
109,541,859 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 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.
PRO FORMA CONDENSED FINANCIAL INFORMATION
The following Pro Forma Condensed Financial Information and explanatory
notes are presented to show the impact of the UCB Merger and the Company's
acquisition of FFBC (the "FFBC Merger") on the Company's historical financial
position and results of operations. The UCB Merger is reflected in the Pro
Forma Condensed Financial Information under the pooling-of-interests method of
accounting and the FFBC Merger is reflected under the purchase method of
accounting.
The Pro Forma Condensed Balance Sheet presented assumes that the UCB
Merger and the FFBC Merger were consummated on December 31, 1996, and the Pro
Forma Condensed Income Statements assume that the UCB Merger and the FFBC
Merger were consummated at the beginning of each period presented.
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. Substantially all of these
shares were repurchased prior to the consummation of these transactions.
These amounts are not reflected in the Pro Forma Condensed Balance Sheet
contained herein. The intangible assets recorded would result in amortization
expense of $1.1 million for the year ended December 31, 1996. These amounts
are not reflected in the Pro Forma Condensed Income Statements contained
herein.
During 1996, the Company consummated a merger with Regional Acceptance
Corporation, Greenville, North Carolina, which was accounted for as a pooling
of interests, and UCB consummated mergers with Triad Bank and Seaboard Savings
Bank, SSB, Inc., which were each accounted for as a pooling of interests.
Accordingly, the consolidated financial statements of the Company and UCB
reflected in the following pro forma condensed financial information have each
been restated to give effect to the respective transactions.
The pro forma earnings are not necessarily indicative of the results of
operations had the UCB Merger and FFBC Merger occurred at the beginning of the
periods presented, nor are they necessarily indicative of the results of
future operations.
<TABLE>
PRO FORMA CONDENSED BALANCE SHEET
December 31, 1996
(Unaudited)
(Dollars in thousands)
<CAPTION>
SNC
Pro Forma and FFBC
Adjustments Pro Forma
SNC FFBC DR (CR) combined
<S> <C> <C> <C> <C>
Assets
Cash and due from banks $ 638,748 $ 4,773 $ $ 643,521
Interest-bearing deposits with banks 1,046 -- 1,046
Federal funds sold and securities purchased under
resale agreements or similiar arrangements 19,940 -- 19,940
Securities available for sale 5,136,789 38,262 5,175,051
Securities held to maturity 124,718 1,498 126,216
Loans held for sale 219,469 3,769 223,238
Loans and leases, net of unearned income 14,364,595 270,824 14,635,419
Allowance for loan and lease losses (183,932) (3,980) (187,912)
Loans and leases, net 14,180,663 266,844 14,447,507
Premises and equipment, net 319,082 4,471 323,553
Other assets 606,107 7,222 38,146(1) 651,475
Total assets $ 21,246,562 $ 326,839 $ 38,146 $ 21,611,547
Liabilities and Shareholders' Equity
Noninterest-bearing demand deposits $ 1,990,415 $ 13,596 $ $ 2,004,011
Savings and interest checking 1,376,260 21,232 1,397,492
Money rate savings 3,372,018 52,235 3,424,343
Other time deposits 8,215,221 164,065 8,379,286
Total deposits 14,953,914 251,218 15,205,132
Short-term borrowed funds 2,263,303 2,969 (64,370)(3) 2,330,642
Long-term debt 2,051,767 41,532 2,093,299
Accounts payable and other liabilities 248,409 4,177 (500)(4) 253,086
Total liabilities 19,517,393 299,896 (64,870) 19,882,159
Shareholders' equity:
Preferred stock, $5 par, 5,000,000 shares
authorized, none issued and outstanding
at December 31, 1996 -- -- --
Common stock, $5 par, 300,000,000 shares
authorized, 109,297,489 issued and
outstanding at December 31, 1996;
109,297,489 shares and 136,896,865
shares pro forma issued and outstanding,
respectively 546,487 2,298 2,292 (3)(7) 546,493
Additional Paid-in capital 134,758 9,697 9,484 (3)(4)(7) 134,971
Retained earnings 1,038,067 14,967 14,967 (7) 1,038,067
Unvested restricted stock (1,952) -- (1,952)
Net unrealized (depreciation) appreciation on
securities available for sale 11,809 (19) (19)(7) 11,809
Total shareholders' equity 1,729,169 26,943 26,724 1,729,388
Total liabilities and shareholders' equity $ 21,246,562 $ 326,839 $ (38,146) $ 21,611,547
SNC, UCB
and FFBC
Pro Forma Adjustments Pro Forma
UCB Debit Credit Combined
Assets
Cash and due from banks $ 199,487 $ $ $ 843,008
Interest-bearing deposits with banks 361 1,407
Federal funds sold and securities purchased under
resale agreements or similiar arrangements 90,603 110,543
Securities available for sale 877,432 6,052,483
Securities held to maturity 46,090 172,306
Loans held for sale -- 223,238
Loans and leases, net of unearned income 3,149,697 17,785,116
Allowance for loan and lease losses (46,138) (234,050)
Loans and leases, net 3,103,559 17,551,066
Premises and equipment, net 55,872 379,425
Other assets 114,439 4,282(2) 761,632
Total assets $ 4,487,843 $ -- $ 4,282 $ 26,095,108
Liabilities and Shareholders' Equity
Noninterest-bearing demand deposits $ 633,014 $ $ 2,637,025
Savings and interest checking 650,202 2,047,694
Money rate savings 798,931 4,223,274
Other time deposits 1,967,279 10,346,565
Total deposits 4,049,426 19,254,558
Short-term borrowed funds 42,521 2,373,163
Long-term debt 2,273 2,095,572
Accounts payable and other liabilities 43,154 35,788(5)(6) 332,028
Total liabilities 4,137,374 -- 35,788 24,055,321
Shareholders' equity:
Preferred stock, $5 par, 5,000,000 shares
authorized, none issued and outstanding
at December 31, 1996 -- --
Common stock, $5 par, 300,000,000 shares
authorized, 109,297,489 issued and outstanding
at December 31, 1996; 109,297,489 shares
and 136,896,865 shares pro forma issued and
outstanding, respectively 97,267 40,730(8) 684,490
Additional Paid-in capital 51,676 40,730(8) 145,917
Retained earnings 201,596 40,070(2)(5) 1,199,593
(6)
Loan to employee stock ownership plan andu
nvested restricted stock -- (1,952)
Net unrealized (depreciation) appreciation on secur (70) 11,739
Total shareholders' equity 350,469 80,800 40,730 2,039,787
Total liabilities and shareholders' equity $ 4,487,843 $ 80,800 $ 76,518 $ 26,095,108
See Notes for Pro Forma Condensed Financial Information.
</TABLE
</TABLE>
<TABLE>
Pro Forma Condensed Income Statement
For the Year Ended December 31, 1996
(Unaudited)
(Dollars in thousands, except per share data)
<CAPTION>
SNC and SNC, FFBC
FFBC and UCB
Pro forma Pro forma Pro forma
SNC FFBC adjustments combined UCB9 combined(9)
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on
loans and leases $ 1,282,521 $ 23,659 $ $ 1,306,180 $ 272,301 $ 1,578,481
Interest and dividends
on securities 323,360 1,582 324,942 51,897 376,839
Interest on short-term
investments 732 1,322 2,054 4,741 6,795
Total interest income 1,606,613 26,563 1,633,176 328,939 1,962,115
Interest Expense
Interest on deposits 564,747 11,746 576,493 147,744 724,237
Interest on short-term
borrowed funds 105,936 964 106,900 1,823 108,723
Interest on long-term debt 107,437 1,671 109,108 165 109,273
Total interest expense 778,120 14,381 792,501 149,732 942,233
Net Interest Income 828,493 12,182 840,675 179,207 1,019,882
Provision for loan and
lease losses 53,661 3,050 56,711 8,850 65,561
Net Interest Income After Provision
for Loan and Lease Losses 774,832 9,132 783,964 170,357 954,321
Noninterest Income
Service charges on deposit
accounts 107,581 -- 107,581 24,599 132,180
Mortgage banking activities 34,352 -- 34,352 5,493 39,845
Trust income 22,811 -- 22,811 5,983 28,794
Agency and other insurance
commissions 33,542 -- 33,542 6,139 39,681
Other nondeposit fees and
commissions 68,835 -- 68,835 9,456 78,291
Securities gains (losses),
net 3,206 (211) 2,995 (116) 2,879
Other noninterest income 27,062 834 27,896 561 28,457
Total noninterest income 297,389 623 298,012 52,115 350,127
Noninterest Expense
Personnel expense 302,383 4,121 306,504 85,061 391,565
Occupancy and equipment
expense 103,594 1,347 104,941 17,525 122,466
Federal deposit insurance
expense 42,820 2,004 44,824 1,227 46,051
Other noninterest expense 205,256 1,486 2,543(10) 209,285 48,900 258,185
Total noninterest expense 654,053 8,958 2,543 665,554 152,713 818,267
Earnings
Income before income taxes 418,168 797 (2,543) 416,422 69,759 486,181
Income tax expense 134,504 307 134,811 24,555 159,366
Net income 283,664 490 (2,543) 281,611 45,204 326,815
Preferred dividend
requirements 610 -- 610 -- 610
Income applicable to
common shares $ 283,054 $ 490 $ (2,543)$ 281,001 $ 45,204 $ 326,205
Per Common Share
Net income:
Primary $ 2.56 $ .21 $ $ 2.51 $ 1.87 $ 2.34
Fully diluted $ 2.54 $ .21 $ $ 2.48 $ 1.87 $ 2.32
Average Shares Outstanding
Primary 110,486,127 2,286,773 112,118,197 24,210,796 139,597,450
Fully diluted 111,836,200 2,286,773 113,468,270 24,210,796 140,947,523
See Notes to Pro Forma Condensed Financial Information.
</TABLE>
<TABLE>
Pro Forma Condensed Income Statement
For the Twelve Months Ended December 31, 1995
(Unaudited)
(Dollars in thousands, except per share data)
<CAPTION>
SNC and SNC, FFBC
FFBC and UCB
Pro forma Pro forma Pro forma
SNC FFBC adjustments combined UCB9 combined9
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on
loan and leases $ 1,261,658 $ 22,731 $ $ 1,284,389 $ 255,251 $ 1,539,640
Interest and dividends
on securities 312,423 1,493 313,916 42,086 356,002
Interest on short-term
investments 2,531 1,203 3,734 6,754 10,488
Total interest income 1,576,612 25,427 1,602,039 304,091 1,906,130
Interest Expense
Interest on deposits 557,149 11,185 568,334 132,620 700,954
Interest on short-term
borrowed funds 186,194 1,251 187,445 2,653 190,098
Interest on long-term debt 70,599 1,537 72,136 170 72,306
Total interest expense 813,942 13,973 827,915 135,443 963,358
Net Interest Income 762,670 11,454 774,124 168,648 942,772
Provision for loan and
lease losses 34,632 431 35,063 7,292 42,355
Net Interest Income After Provision
for Loan and Lease Losses 728,038 11,023 739,061 161,356 900,417
Noninterest Income
Service charges on
deposit accounts 89,621 201 89,822 24,043 113,865
Mortgage banking
activities 26,408 -- 26,408 4,810 31,218
Trust income 18,629 -- 18,629 5,243 23,872
Agency and other insurance
commissions 26,438 -- 26,438 5,252 31,690
Other nondeposit fees and
commissions 54,634 -- 54,634 7,225 61,859
Securities (losses) gains,
net (18,600) (42) (18,642) 11 (18,631)
Other noninterest income 33,864 582 34,446 477 34,923
Total noninterest income 230,994 741 231,735 47,061 278,796
Noninterest Expense
Personnel expense 346,308 4,016 350,324 78,390 428,714
Occupancy and equipment
expense 107,877 1,314 109,191 17,410 126,601
Federal deposit insurance
expense 22,995 501 23,496 3,864 27,360
Other noninterest expense 204,048 1,189 2,543(10) 207,780 37,632 245,412
Total noninterest expense 681,228 7,020 2,543 690,791 137,296 828,087
Earnings
Income before income taxes 277,804 4,744 (2,543) 280,005 71,121 351,126
Income tax expense 91,463 1,713 93,176 25,074 118,250
Net income 186,341 3,031 (2,543) 186,829 46,047 232,876
Preferred dividend
requirements 5,079 -- 5,079 -- 5,079
Income applicable to
common shares $ 181,262 $ 3,031 $ (2,543) $ 181,750 $ 46,047 $ 227,797
Per Common Share
Net income:
Primary $ 1.65 $ 1.34 $ $ 1.63 $ 1.91 $ 1.64
Fully diluted $ 1.62 $ 1.34 $ $ 1.61 $ 1.91 $ 1.62
Average Shares Outstanding
Primary 109,776,710 2,261,310 111,390,607 24,099,190 138,743,188
Fully diluted 114,801,843 2,261,310 116,415,740 24,099,190 143,768,321
See Notes to Pro Forma Condensed Financial Information.
</TABLE>
<TABLE>
Pro Forma Condensed Income Statement
For the Twelve Months Ended December 31, 1994
(Unaudited)
(Dollars in thousands, except per share data)
<CAPTION>
SNC and SNC, FFBC
FFBC and UCB
Pro forma Pro forma Pro forma
SNC FFBC adjustments combined UCB9 combined(9)
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on loans and
leases $ 1,042,553 $ 18,928 $ $ 1,061,481 $ 212,511 $ 1,273,992
Interest and dividends on
securities 291,805 1,048 292,853 32,298 325,151
Interest on short-term investments 5,184 904 6,088 2,431 8,519
Total interest income 1,339,542 20,880 1,360,422 247,240 1,607,662
Interest Expense
Interest on deposits 441,876 7,814 449,690 89,430 539,120
Interest on short-term borrowed
funds 103,493 966 104,459 2,948 107,407
Interest on long-term debt 40,927 1,448 42,375 164 42,539
Total interest expense 586,296 10,228 596,524 92,542 689,066
Net Interest Income 753,246 10,652 763,898 154,698 918,596
Provision for loan and lease losses 20,181 525 20,706 3,549 24,255
Net Interest Income After Provision
for Loan and Lease Losses 733,065 10,127 743,192 151,149 894,341
Noninterest Income
Service charges on deposit accounts 85,106 -- 85,106 23,874 108,980
Mortgage banking activities 24,920 -- 24,920 3,893 28,813
Trust income 17,180 -- 17,180 5,163 22,343
Agency and other insurance
commissions 24,243 -- 24,243 3,773 28,016
Other nondeposit fees and
commissions 48,265 -- 48,265 7,269 55,534
Securities (losses) gains, net 3,074 (3) 3,071 (46) 3,025
Other noninterest income 27,073 585 27,658 952 28,610
Total noninterest income 229,861 582 230,443 44,878 275,321
Noninterest Expense
Personnel expense 296,545 3,533 300,078 78,586 378,664
Occupancy and equipment expense 88,580 1,187 89,767 17,181 106,948
Federal deposit insurance expense 32,697 432 33,129 6,556 39,685
Other noninterest expense 171,973 1,250 2,543(10) 175,766 44,382 220,148
Total noninterest expense 589,795 6,402 2,543 598,740 146,705 745,445
Earnings
Income before income taxes 373,131 4,307 (2,543) 374,895 49,322 424,217
Income tax expense 129,289 1,568 130,857 17,769 148,626
Income before cumulative effects
of changes in accounting methods 243,842 2,739 (2,543) 244,038 31,553 275,591
Cumulative effects of changes in
accounting methods -- -- -- -- (316) (316)
Net income 243,842 2,739 (2,543) 244,038 31,237 275,275
Preferred dividend requirements 5,198 -- 5,198 -- 5,198
Income applicable to common
shares $ 238,644 $ 2,739 $ (2,543) $ 238,840 $ 31,237 $ 270,077
Per Common Share
Net income:
Primary $ 2.21 $ 1.22 $ $ 2.18 $ 1.30 $ 1.97
Fully diluted $ 2.16 $ 1.22 $ $ 2.13 $ 1.30 $ 1.94
Average Shares Outstanding
Primary 108,142,988 2,236,736 109,739,346 23,954,818 136,928,065
Fully diluted 113,193,681 2,236,736 114,790,039 23,954,818 141,978,758
See Notes to Pro Forma Condensed Financial Information.
</TABLE>
NOTES TO PRO FORMA CONDENSED FINANCIAL INFORMATION
(1) Goodwill of $38.1 million was recorded herein to represent the excess of
the purchase price of $65.1 million plus estimated capitalized costs of
the FFBC Merger of $300,000 less the aggregate exercise price of FFBC's
options of $782,827 over the fair market value of the net assets
acquired of $26.9 million. There are no material fair market value
adjustments to FFBC's assets or liabilities. The table below reflects
the calculation of the purchase price, goodwill and pro forma equity
resulting from the FFBC Merger.
(2) During May 1995, the Company and UCB entered into a transaction wherein
UCB acquired 12 North Carolina branch offices which were required to be
divested by the Company. In the acquisition, UCB assumed $178.7 million
in deposits and purchased $26.8 million in loans from the Company. Two
of the branch banking offices acquired by UCB in the transaction with
aggregate deposits and loans of $32.7 million and $4.9 million,
respectively, were sold to third party banks during the fourth quarter
of 1995. UCB recorded a premium of $10.1 million for the assumed
deposit base of the branches retained. The Company recorded a total
gain on divestiture of $12.3 million. This adjustment eliminates the
unamortized deposit intangible and the intercompany portion of the gain
in the Pro Forma Condensed Balance Sheet. The Pro Forma Condensed
Income Statements do not reflect these adjustments, nor do they reflect
the impact of UCB's reduced amortization expense, which totaled $1.8
million and $1.4 million for the years ended December 31, 1996 and 1995,
respectively.
(3) To reflect the Company's repurchase of 1.64 million shares of Common
Stock in connection with and prior to the FFBC Merger at a fair value of
$39.25 per share. The cost of funding the repurchase and the related
per share and weighted average share impact are not reflected in the Pro
Forma Condensed Income Statements.
(4) To record the payable of $300,000 for estimated direct merger costs of
FFBC and $200,000 for estimated stock issuance costs.
(5) Certain material, nonrecurring adjustments of approximately $50 to $60
million will be recorded in conjunction with the UCB Merger. These
adjustments include amounts to effect the settlement of obligations
under existing employment contracts, severance pay for involuntary
terminations, early retirement and related employee benefits; amounts
associated with branch closings and divestitures and the consolidation
of bank operations and systems. It is estimated that $5 million of the
expenses will be directly related to effecting the UCB Merger and
therefore will not be deductible for income tax purposes. The impact of
these adjustments, net of the related tax benefit, has been reflected in
the Pro Forma Condensed Balance Sheet as of December 31, 1996.
(6) UCB elected to amortize the accumulated postretirement obligation
related to the adoption of SFAS No. 106 over a period of 20 years as a
component of the postretirement benefit cost. The Company elected to
reflect the adoption of SFAS No. 106 through the recording of a
cumulative charge for this change in accounting principle. The Pro
Forma Condensed Balance Sheet reflects an adjustment to conform UCB's
transition method to the method elected by the Company. The
accompanying Pro Forma Condensed Income Statement does not reflect
adjustments for amounts previously recorded by UCB as amortization of
the unrecorded transition obligation, which amounted to $394,000 each
year for the years ended December 31, 1996, 1995 and 1994.
(7) To eliminate shareholders' equity of FFBC of $26.9 million and to record
the issuance of 1.64 million shares of Common Stock at $38.52 per share
and the issuance of options to purchase 85,750 shares of Common Stock,
which options have a weighted average value of $9.13 per option.
(8) Based on an exchange ratio of 1.135 shares for the conversion of UCB
Common Stock into Common Stock. At December 31, 1996, there were
24,316,631 shares of UCB Common Stock outstanding.
(9) No pro forma adjustments relating to the UCB Merger are reflected in the
Pro Forma Condensed Income Statements.
(10) To record amortization of the excess of the purchase price over the
estimated fair market value of the net assets acquired from FFBC over a
15-year period using the straight-line method.
CALCULATION OF PURCHASE PRICE OF FFBC
December 31, 1996
Calculation of purchase price and goodwill
FFBC shares of common stock outstanding 2,299,467
Plus: FFBC options outstanding 85,750
Total FFBC shares and options outstanding 2,385,217
Exchange ratio x .7137
Shares and options of Common Stock issued 1,702,329
Fair market value per share $ x 38.52
Fair market value of Common Stock and options issued $ 65,572,025
Plus: Estimated capitalized FFBC Merger costs 300,000
Less: Aggregate exercise price of FFBC's options (782,827)
Purchase price 65,089,198
Less: Net Fair Market Value of Assets Acquired 26,943,000
Goodwill $ 38,146,198
Calculation of pro forma capital
Purchase price $ 65,089,198
Less: Estimated capitalized FFBC Merger costs 300,000
Less: Estimated stock issuance costs 200,000
Pro forma equity $ 64,589,198
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 Southern National Corporation, as
amended (incorporated herein by reference to Exhibit No. 3(a)
to the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996)
3(b) Bylaws of Southern National 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 Southern National Corporation dated
April 22, 1997
4 Rights Agreement, dated as of December 17, 1996, between
Southern National 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
(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
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 May 6, 1997.
SOUTHERN NATIONAL CORPORATION
By: /s/ Jerone C. Herring
Name: Jerone C. Herring
Title: Executive Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-4 has been signed by the following
persons in the capacities indicated on May 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 3(c)
Amendments to Bylaws of Southern National Corporation
Effective April 22, 1997
The first sentence of Article II, Section 8 of the Bylaws is amended to read
as follows:
"Shareholders may vote at any meeting of the shareholders by proxies
duly authorized in writing."
The first sentence of Article III, Section 2 of the Bylaws is amended to read
as follows:
"2. NUMBER, TERM AND QUALIFICATION: The Board shall consist of not
less than three nor more than thirty members and the number of members
shall be fixed and determined from time to time by a resolution of the
majority of the full board or by resolution of the shareholders at any
meeting thereof, but the number of Directors shall not be less than
three."
EXHIBIT 5
[Letterhead of Womble Carlyle Sandridge & Rice, PLLC]
May 6, 1997
Southern National Corporation
200 West Second Street
Winston-Salem, North Carolina 27102
Re: Registration Statement on Form S-4 with respect to shares
issuable in connection with future acquisitions
Ladies and Gentlemen:
We have acted as counsel to Southern National Corporation (the "Company")
in connection with the registration by the Company of 5,000,000 shares of its
Common Stock, par value $5.00 per share (the "Common Stock") that may be
offered and issued by the Company from time to time in connection with
acquisitions of other businesses by the Company or its subsidiaries, as set
forth in the Registration Statement on Form S-4 (the "Registration Statement")
that is being filed on the date hereof by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"). This opinion is provided pursuant to the
requirements of Item 21(a) of Form S-4 and Item 601(b)(5) of Regulation S-K.
In connection with the foregoing, we have examined such records,
documents and proceedings as we have deemed relevant as a basis for the
opinion expressed herein. In addition, we have assumed that each acquisition
in which shares of Common Stock are issued pursuant to the Registration
Statement will be approved by such corporate proceedings as may be required
under North Carolina law.
Based on the foregoing, we are of the opinion that when (1) the
Registration Statement shall have been declared effective by order of the
Commission and (2) the shares of Common Stock have been issued upon the terms
and conditions set forth in the Registration Statement, then such shares of
Common Stock will be legally issued, fully paid, and nonassessable.
We hereby consent to be named in the Registration Statement under the
heading "LEGAL MATTERS" as attorneys who passed upon the validity of the
shares of Common Stock and to the filing of a copy of this opinion as Exhibit
5 to the Registration Statement. In giving this consent, we do not admit that
we are within the category of persons whose consent is required by Section 7
of the Securities Act or other rules and regulations of the Commission
thereunder.
Sincerely,
WOMBLE CARLYLE SANDRIDGE & RICE,
A Professional Limited Liability Company
By: /s/ Garza Baldwin, III
Garza Baldwin, III
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement or our report dated January 14,
1997, included in Southern National Corporation's Form 10-K for the year ended
December 31, 1996, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Charlotte, North Carolina
May 6, 1997
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned, being a director and/or officer of Southern
National Corporation (the "Company"), hereby nominates, constitutes and
appoints John A. Allison, Scott E. Reed and Jerone C. Herring, or any one of
them severally, to be his or her true and lawful attorney-in-fact and to sign
in his or her name and on his or her behalf in any and all capacities stated
below, and to file with the Securities and Exchange Commission (the
"Commission"), a Registration Statement on Form S-4 (the "Registration
Statement") relating to the registration of the sale of up to 5,000,000 shares
of the Company's common stock, $5.00 par value per share, that may be issued
from time to time in connection with acquisitions by the Company or any
subsidiary of the Company of such businesses as the proper officers of the
Company shall determine should be acquired by the Company, subject to the
approval of the Board of Directors, and to file any and all amendments,
including post-effective amendments, to the Registration Statement, making
such changes in the Registration Statement as such attorney-in-fact deems
appropriate, and generally to do all such things on his or her behalf in any
and all capacities stated below to enable the Company to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Commission.
This Power of Attorney has been signed by the following persons in the
capacities indicated as of February 25, 1997.
/s/ John A. Allison IV /s/ Scott E. Reed
Name: John A. Allison IV Name: Scott E. Reed
Title: Chairman of the Board and Title: Senior Executive Vice President
Chief Executive Officer and Chief Financial Officer
(principal executive officer) (principal financial officer)
/s/ Sherry A. Kellett /s/ Paul B. Barringer
Name: Sherry A. Kellett Name: Paul B. Barringer
Title: Executive Vice President Title: Director
and Controller
(principal accounting officer)
/s/ W. R. Cuthbertson, Jr. /s/ Ronald E. Deal
Name: W. R. Cuthbertson, Jr. Name: Ronald E. Deal
Title: Director Title: Director
/s/ A. J. Dooley, Sr. /s/ Joe L. Dudley, Sr.
Name: A. J. Dooley, Sr. Name: Joe L. Dudley, Sr.
Title: Director Title: Director
/s/ Tom D. Efird /s/ O. William Fenn, Jr.
Name: Tom D. Efird Name: O. William Fenn, Jr.
Title: Director Title: Director
/s/ Paul S. Goldsmith /s/ L. Vincent Hackley
Name: Paul S. Goldsmith Name: L. Vincent Hackley
Title: Director Title: Director
/s/ Ernest F. Hardee /s/ Richard Janeway, M.D.
Name: Ernest F. Hardee Name: Richard Janeway, M.D.
Title: Director Title: Director
/s/ J. Ernest Lathem, M.D. /s/ James H. Maynard
Name: J. Ernest Lathem, M.D. Name: James H. Maynard
Title: Director Title: Director
/s/ Joseph A. McAleer, Jr. /s/ Albert O. McCauley
Name: Joseph A. McAleer, Jr. Name: Albert O. McCauley
Title: Director Title: Director
/s/ Dickson McLean, Jr. /s/ Charles E. Nichols
Name: Dickson McLean, Jr. Name: Charles E. Nichols
Title: Director Title: Director
/s/ L. Glenn Orr, Jr. /s/ A. Winniett Peters
Name: L. Glenn Orr, Jr. Name: A. Winniett Peters
Title: Director Title: Director
/s/ Richard L. Player, Jr. /s/ C. Edward Pleasants, Jr.
Name: Richard L. Player, Jr. Name: C. Edward Pleasants, Jr.
Title: Director Title: Director
/s/ Nido R. Qubein /s/ A. Tab Williams, Jr.
Name: Nido R. Qubein Name: A. Tab Williams, Jr.
Title: Director Title: Director
C#SHELFS4A.WPD
