UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuent to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 17, 1997
BB&T Corporation
(Exact name of registrant as specified on its charter)
Commission file number: 1-10853
North Carolina 56-0939887
(State of Incorporation) (I.R.S. Employer Identification No.)
200 West Second Street
Winston-Salem, North Carolina 27101
(Address of principal executive offices) (Zip Code)
(336) 733-2000
(Regristrant's telephone number, including area code)
This Form 8-K has 4 pages. The sequential numbering of the pages is indicated in
the lower right hand corner.
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ITEM 5. OTHER EVENTS
The purpose of this Current Report on Form 8-K is to announce that
BB&T Corporation has executd a definitive agreement to acquire Franklin
Bancorporation Inc. of Washington, D.C.
EXHIBIT INDEX
Exhibit 99.1 Announcement to acquire Franklin Bancorporation Inc. of
Washington, D.C.
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BB&T to acquire Franklin Bancorporation Inc. of D.C.
BB&T Corporation ("BB&T") announced on December 16, 1997, that it will
acquire Franklin Bancorporation ("Franklin") of Washington, D.C., in a stock
transaction valued at $22.45 per Franklin common share, or $165.1 million in the
aggregate, based on BB&T's closing price of $63.75 per share on Monday, December
15, 1997. The acquisition will provide BB&T with its initial entry into the
metropolitan Washington, D.C. market.
The transaction, approved on December 16 by the boards of directors of
both companies, will be accounted for as a pooling of interests. The merger will
be effected through the exchange of BB&T common stock for all outstanding shares
of Franklin common stock in the following manner. If the average price of BB&T's
common stock is between $54.50 and $65.00 per share during a specified pricing
period, Franklin shareholders will receive between .35 and .3743 shares of BB&T
common stock for each share of Franklin owned, with the final exchange ratio
calculated in accordance with the provisions contained in the definitive merger
agreement. If BB&T's average price falls below $54.50 for the pricing period,
the exchange ratio will be fixed at .3743 shares of BB&T for each Franklin share
(subject to possible upward adjustment under certain conditions). If BB&T's
average price rises above $65.00 for the pricing period, the exchange ratio is
fixed at .35 shares of BB&T for each Franklin share. All exchange ratio
calculations will be based on the average price of BB&T common stock for a
specified 20-day period prior to closing.
Management anticipates incurring approximately $2.8 million in
one-time, merger-related charges in conjunction with completing the transaction.
Estimated annual cost savings of $3.6 million, or approximately 25% of
Franklin's current expense base, are expected to be achieved as a result of the
merger. The transaction is expected to be nondilutive to BB&T's earnings per
share in the first year after consummation and modestly accretive thereafter.
Franklin, with approximately $507 million in assets as of September 30,
1997, operates nine full service banking offices, six in the District of
Columbia, one in Bethesda, Md., and two in Northern Virginia in Alexandria and
Tysons Corner. Franklin common stock is traded on the NASDAQ National Market
System under the symbol FNBC.
BB&T will have approximately $4 billion in assets in Virginia and the
metropolitan D.C. area following its acquisition of Franklin and the completion
of a previously announced merger with Life Bancorp. of Norfolk, Va., which will
provide BB&T with the largest market share of deposits in the Southside Hampton
Roads area (Norfolk, Virginia Beach, Chesapeake, Portsmouth and Suffolk). BB&T
of Virginia currently operates 53 banking offices in 26 cities and towns.
Directors of Franklin will become members of BB&T's regional board for
the metropolitan D.C. area. The merger, which is subject to the approval of the
shareholders of Franklin and federal and state banking regulators, is expected
to be completed in the second quarter of 1998.
BB&T, a multi-bank holding company with $27.2 billion in assets as of
September 30, 1997, operates 485 banking offices in the Carolinas and Virginia.
BB&T common stock is listed on the New York Stock Exchange under the symbol BBK.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BB&T CORPORATION
(Registrant)
By: /S/ SHERRY A. KELLETT
Sherry A. Kellett
Executive Vice President and Controller
(Principal Accounting Officer)
Date: December 17, 1997
