AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1998
Registration No. 333-44183
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BB&T CORPORATION
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
NORTH CAROLINA 6060 56-0939887
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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)
COPIES TO:
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<CAPTION>
<S> <C> <C>
DOUGLAS A. MAYS HUGH T. WILKINSON MITCHELL KLEINMAN
WOMBLE CARLYLE SANDRIDGE & RICE, PLLC ELIAS, MATZ, TIERNAN & HERRICK L.L.P. BROWN & WOOD LLP
3300 ONE FIRST UNION CENTER 734 15TH STREET, N.W. ONE WORLD TRADE CENTER
301 SOUTH COLLEGE STREET 12TH FLOOR NEW YORK, NEW YORK 10048
CHARLOTTE, NORTH CAROLINA 28202 WASHINGTON, D.C. 20005
</TABLE>
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
This Post-Effective Amendment No. 1 relates to the public reoffering of shares
of the Registrant's Common Stock originally registered on the Registration
Statement on Form S-4 to which this is an amendment. The registration fees in
respect of such shares of Common Stock were paid at the time of the original
filing of the Registration Statement on Form S-4 relating thereto.
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<PAGE>
EXPLANATORY NOTE
The following pages are being filed as a post-effective amendment to the
Registration Statement on Form S-4 in accordance with Undertakings C and D
included in Item 22 of the Registration Statement as originally filed on
January 13, 1998. These pages will be delivered in the form of a "wrap around"
to the Proxy Statement/Prospectus dated January 12, 1998, in connection with
sales of shares of "Common Stock" (as defined on the cover page being filed
herewith) which may be sold from time to time by Keefe, Bruyette & Woods, Inc.
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PROSPECTUS SUPPLEMENT
(To Proxy Statement/Prospectus dated January 12, 1998)
116,000 SHARES
BB&T Corporation
Common Stock
All of the 116,000 shares of common stock, par value $5.00 per share
("Common Stock") of BB&T Corporation ("BB&T") are being sold by Keefe, Bruyette
& Woods, Inc. ("KBW"). The shares of Common Stock are being acquired by KBW in
exchange for 200,000 shares ("Life Shares") of common stock, $.01 par value per
share of Life Bancorp. Inc. ("Life"). Pursuant to the terms of an Agreement and
Plan of Reorganization dated October 29, 1997 (the "Reorganization Agreement")
by and between Life, BB&T and BB&T Financial Corporation of Virginia ("BB&T
Financial-VA") Life is being merged (the "Merger") with and into BB&T
Financial-VA, with BB&T Financial-VA being the surviving corporation with each
share of common stock of Life being exchanged for 0.58 shares of Common Stock.
The Life Shares were acquired by KBW prior to the completion of the Merger in
order to facilitate the Merger being accounted for as a pooling-of-interests
transaction, which accounting treatment is a condition to the closing of the
Merger. As of the date of sale of the Life Shares to KBW all other conditions to
the completion of the Merger have been satisfied.
Sales of the Common Stock to be made pursuant to this Prospectus are
expected to be made through ordinary brokerage transactions on the New York
Stock Exchange ("NYSE") or any other national securities exchange on which the
shares of Common Stock may trade, at a price available at the time of sale. If
KBW elects to offer or sell shares of Common Stock pursuant to any of the other
methods described under "Plan of Distribution," this Prospectus will be amended
or supplemented to provide the details of such an offering. KBW may be deemed to
be an "underwriter" as that term is construed within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), in which event any
profit on the sale of the shares of Common Stock by them may be deemed to be
underwriting discounts and commissions under the Securities Act. BB&T has agreed
to indemnify KBW against certain liabilities, including liabilities under the
Securities Act. See "Plan of Distribution."
BB&T is not receiving any of the proceeds from the sale of the Common
Stock. All expenses of registration are being borne by BB&T, but any brokerage
commissions and other expenses of KBW, other than expenses of its counsel which
are subject to reimbursement by BB&T, shall be borne by KBW.
BB&T Common Stock is listed on the NYSE under the trading symbol "BBK." On
February 17, 1998, the last reported sale price of the Common Stock as reported
on the NYSE was $62.75.
THESE SECURITIES 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 BB&T COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS, OR OTHER OBLIGATIONS OF ANY BANK OR NON-
BANK SUBSIDIARY OF BB&T AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
KEEFE, BRUYETTE & WOODS, INC.
The date of this Prospectus Supplement is February 17, 1998
<PAGE>
This Prospectus Supplement dated February 17, 1998 supplements, and is
being delivered with, the Proxy Statement/Prospectus dated January 12, 1998
relating to the proposed merger of Life and BB&T Financial-VA, a wholly owned
subsidiary of BB&T. The Prospectus Supplement is being used in connection with
certain sales of shares of BB&T Common Stock by KBW, as described in this
Prospectus Supplement.
REASONS FOR THE OFFERING
Consummation of the Merger is conditioned upon, among other things, the
receipt by BB&T of a letter from its independent auditor to the effect that the
Merger qualifies under generally accepted accounting principles ("GAAP") for
pooling-of-interests accounting treatment if consummated in accordance with the
terms of the Reorganization Agreement. Under the pooling-of-interests method of
accounting, the historical basis of the assets and liabilities of Life and BB&T
will be combined at the effective date of the Merger and carried at their
previously recorded amounts and the stockholders' equity accounts of Life and
BB&T will be combined on BB&T's consolidated balance sheet. Income and other
financial statements of BB&T issued after the consummation of the Merger will be
restated retroactively to reflect the consolidated operation of Life and BB&T as
if the Merger had taken place prior to the periods covered by such financial
statements.
Under GAAP, among the conditions for qualification for pooling of interests
accounting treatment is that voting stock of the acquiring company be exchanged
for "substantially all" of the voting common stock of the acquired company.
"Substantially all" is defined to mean at least 90% of voting common shares
outstanding at the date the plan of combination is consummated. In calculating
the 90% test, shares that are deemed to be "tainted" due to reacquisition,
intercorporate investments and cash paid in lieu of fractional shares are among
the items that must be considered to determine if the condition is met. To the
extent that any shares of Life common stock have been reacquired within two
years prior to initiation of the Merger, such shares must have been acquired for
certain specific purposes unrelated to the business combination or they will be
considered to be tainted shares. To the extent that shares have been reacquired
for other than such specified purposes, such reacquired shares may be reissued
in an offering prior to the consummation of the Merger to "cure" the taint on
such shares. During the two year period prior to the initiation of the Merger,
Life reacquired 1,063,785 shares. As a result of the above, Life sold 200,000
shares of common stock to KBW prior to this Offering in order to remove the
taint on such shares and to qualify the Merger for pooling-of-interests
accounting treatment.
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby by KBW are to be sold, in one or
more transactions, in whole or in part, pursuant to any of the methods listed
herein. Sales may be made in ordinary brokerage transactions on the NYSE or
other national securities exchange on which shares of Common Stock trade or may
trade in the future, at the price then prevailing at the time of sale. The
commissions payable as a result of such sales will be regular commissions of
brokers for effecting such sales. Alternatively, KBW may elect from time to time
to offer their shares in (i) privately negotiated transactions directly with
purchasers or (ii) through underwriters, dealers or agents, who may acquire
shares as principal (which persons may resell the shares) or who may receive
compensation in the form of underwriting discounts, commissions or commissions
from KBW and/or the purchasers for whom they may act as agent (collectively,
"Alternative Methods"). Unless otherwise disclosed in a prospectus supplement or
amendment, any sale pursuant to the Alternative Method described in clause (i)
of the preceding sentence shall be negotiated directly between KBW and the
purchaser, and no finders or agents will be employed nor any commissions or fees
paid.
Any offer or sale pursuant to an Alternative Method may be made for a fixed
price, which may be changed, or at varying prices determined at the time of sale
or at negotiated prices. Upon notice from KBW to BB&T that KBW has elected to
use an Alternative Method, BB&T will prepare a prospectus supplement or
amendment to the Prospectus which will set forth information with respect to the
offering utilizing such Alternate Method.
KBW and any underwriter, broker, dealer or other agent that participates in
the distribution of the shares of Common Stock may be deemed to be
"underwriters," as that term is construed within the meaning of the Securities
Act, in which event any profit on the sale of the shares by them and any
discounts and commissions received by any such underwriter, broker, dealer or
other agent, may be deemed to be underwriting discounts and commissions under
the Securities Act.
Pursuant to a letter agreement, BB&T has agreed to indemnify KBW against
certain liabilities, including liabilities under the Securities Act. Under the
terms of such agreement all expenses of registration are being borne by BB&T,
but any brokerage commissions and other expenses of KBW, other than expenses of
its counsel which are subject to reimbursement by BB&T, shall be borne by KBW.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
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
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23(e) Consent of Arthur Andersen LLP
23(f) Consent of Edmondson, LedBetter & Ballard, L.L.P.
(b) Financial statement schedules: Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Post- Effective Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Winston-Salem, State of
North Carolina, on February 18, 1998.
BB&T CORPORATION
By: /s/ Jerone C. Herring
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Name: Jerone C. Herring
Title: Executive Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 on to the Registration Statement on Form S-4
has been signed by the following persons in the capacities indicated on February
18, 1998.
/s/ John A. Allison IV* /s/ Scott E. Reed*
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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*
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Name: Sherry A. Kellett Name: Paul B. Barringer
Title: Executive Vice President Title: Director
and Controller
(principal accounting officer)
/s/ Alfred E. Cleveland* /s/ W. R. Cuthbertson, Jr.*
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Name: Alfred E. Cleveland Name: W. R. Cuthbertson, Jr.
Title: Director Title: Director
/s/ Ronald E. Deal* /s/ A. J. Dooley, Sr.*
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Name: Ronald E. Deal Name: A. J. Dooley, Sr.
Title: Director Title: Director
/s/ Tom D. Efird* /s/ Paul s. Goldsmith*
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Name: Tom D. Efird Name: Paul S. Goldsmith
Title: Director Title: Director
/s/ L. Vincent Hackley* /s/ Ernest F. Hardee*
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Name: L. Vincent Hackley Name: Ernest F. Hardee
Title: Director Title: Director
<PAGE>
/s/ Jane P. Helm* /s/ Richard Janeway, M.D.*
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Name: Jane P. Helm Name: Richard Janeway, M.D.
Title: Director Title: Director
/s/ J. Ernest Lathem, M.D.* /s/ James H. Maynard*
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Name: J. Ernest Lathem, M.D. Name: James H. Maynard
Title: Director Title: Director
/s/ Joseph A. McAleer, Jr.* /s/ Albert O. McCauley*
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Name: Joseph A. McAleer, Jr. Name: Albert O. McCauley
Title: Director Title: Director
/s/ L. Glenn Orr, Jr.* /s/ Richard L. Player, Jr.*
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Name: L. Glenn Orr, Jr. Name: Richard L. Player, Jr.
Title: Director Title: Director
/s/ C. Edward Pleasants, Jr.* /s/ Nido R. Qubein*
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Name: C. Edward Pleasants, Jr. Name: Nido R. Qubein
Title: Director Title: Director
/s/ E. Rhone Sasser* /s/ Jack E. Shaw*
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Name: E. Rhone Sasser Name: Jack E. Shaw
Title: Director Title: Director
/s/ Harold B. Wells*
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Name: Harold B. Wells
Title: Director
*By: /s/ Jerone C. Herring
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Jerone C. Herring
Attorney-in-Fact
EXHIBIT 23(e)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
July 1, 1997, included in BB&T Corporation's Form 8-K dated August 15, 1997, and
to all references to our firm included in this registration statement. Our
report dated January 14, 1997, included in BB&T Corporation's financial
statements previously filed on Form 10-K and incorporated by reference in this
registration statement is no longer appropriate since restated financial
statements have been presented giving effect to a business combination accounted
for as a pooling-of-interests.
/s/ Arthur Andersen LLP
Charlotte, North Carolina
February 18, 1998
EXHIBIT 23(f)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use of our report included in Life Bancorp, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1996 incorporated by
reference in Amendment No. 1 to the Registration Statement on Form S-4 of BB&T
Corporation (Registration No. 333-44183) and to the reference to our firm under
the heading "Experts" in the Proxy Statement/Prospectus.
/s/ Edmondson, LedBetter & Ballard, L.L.P.
Norfolk, Virginia
February 18, 1998
