UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event recorded)
August 11, 1998
BB&T Corporation
(Exact name of registrant as specified in 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
(Registrant's Telephone Number, Including Area Code)
This Form 8-K has 5 pages.
<PAGE>
Item 5. On July 1, 1998, BB&T Corporation ("BB&T") completed its merger with
Franklin Bancorporation, Inc. ("Franklin") in a transaction accounted for
as a pooling of interests. Under the terms of the merger agreement,
Franklin shareholders received .70 shares of BB&T common stock in exchange
for each share of Franklin common stock held, which resulted in the
issuance of 2.5 million shares. The purpose of this filing is to report the
consolidated financial condition of BB&T and its subsidiaries at July 31,
1998 and the consolidated results of operations for the month ended July
31, 1998. All of the consolidated financial information included herein
includes the accounts of Franklin.
Item 7. Financial Statements and Exhibits
Exhibit 99.1 Combined Balance Sheet and Statement of Income, including
explanatory notes, including BB&T and Franklin for the period indicated
<PAGE>
<TABLE>
BB&T CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Includes the Accounts of Franklin Bancorporation, Inc.)
July 31, 1998
(unaudited)
<CAPTION>
(in thousands)
------------------
<S> <C>
Assets
Cash and due from banks $ 773,136
Interest-bearing deposits with banks 9,363
Federal funds sold and securities purchased
under resale agreements or similiar arrangements 127,475
Securities 7,604,274
Loans and leases, net 21,993,697
Other assets 1,640,150
==================
Total assets $ 32,148,095
==================
Liabilities and Shareholders' Equity
Deposits $ 21,624,847
Short-term borrowed funds 3,363,076
Long-term debt 4,182,819
Accounts payable and other liabilities 520,101
------------------
Total liabilities 29,690,843
------------------
Total shareholders' equity 2,457,252
------------------
Total liabilities and shareholders' equity $ 32,148,095
==================
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
BB&T CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Includes the Accounts of Franklin Bancorporation, Inc.)
For the Month Ended July 31, 1998
(unaudited)
<CAPTION>
(in thousands)
-----------------------
<S> <C>
Interest income $ 208,437
Interest expense 104,109
-----------------------
Net interest income 104,328
Provision for loan and lease losses 7,000
-----------------------
Net interest income after provision
for loan and lease losses 97,328
Noninterest income 46,921
Noninterest expense (Note B) 86,731
-----------------------
Income before income taxes 57,518
Provision for income taxes 18,557
-----------------------
Net income $ 38,961
=======================
Per Common Share
Net income:
Basic $ 0.14
=======================
Diluted $ 0.13
=======================
Weighted average shares outstanding
Basic 285,969,654
=======================
Diluted 292,120,246
=======================
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>
BB&T Corporation and Subsidiaries
Notes to Combined Financial Statements
July 31, 1998
A. Basis of Presentation
On July 1, 1998, Franklin Bancorporation, Inc. ("Franklin") merged into BB&T
Corporation in a transaction accounted for as a pooling of interests. Pursuant
to the risk sharing provisions of Accounting Series Release Nos. 130 and 135
promulgated by the Securities and Exchange Commission, the consolidated
statement of income for the month of July, 1998, provided herein includes the
results of Franklin. In the opinion of management, the accompanying unaudited
financial statements contain all adjustments necessary to present fairly the
financial position and operating results of BB&T and Franklin. The results of
operations for the month of July were adversely affected by the nonrecurring
merger-related charges discussed in Note B. and are not indicative of future
operating results.
<TABLE>
B. Nonrecurring Charges
During July, 1998, BB&T recorded nonrecurring merger-related charges and
expenses as follows (Dollars in thousands):
<S> <C>
Costs associated with severance pay, termination of employment
contracts, early retirement packages and other
employment-related matters $3,471
All other costs, including professional fees, printing, mailing,
regulatory filing fees, operational charge-offs, charitable
donations, and branch and departmental supplies
3,069
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Total nonrecurring merger-related charges and expenses $6,540
Income tax benefits (1,611)
-------
Nonrecurring merger-related charges and expenses , net of income tax
benefits $4,929
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</TABLE>
