================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
FEBRUARY 25, 1999
Date of Report (Date of earliest event recorded)
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 34 pages.
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<PAGE>
Item 5. Other Events
The purpose of this amendment to BB&T Corporation's ("BB&T") Current
Report on Form 8-K, originally filed February 25, 1999, is to announce that BB&T
Corporation ("BB&T") has revised the terms associated with its agreement to
acquire Matewan BancShares of Williamson, West Virginia, ("Matewan") and to
amend certain information provided to analysts, which was included in the
original Form 8-K as Exhibit 99.1, to reflect these revisions.
Matewan, with $676 million in assets, operates 22 banking offices and
one mortgage loan office in southwestern Virginia, southern West Virginia and
eastern Kentucky. On February 25, 1999, BB&T announced that it had entered into
a definitive agreement to acquire Matewan.
On April 27, 1999, BB&T and Matewan jointly announced a renegotiation of
the agreement. The revised terms of the transaction, approved by the boards of
directors of both companies, will result in Matewan shareholders receiving .67
shares of BB&T common stock in exchange for each share of Matewan common stock
held. Matewan's preferred shareholders will receive .8375 BB&T common shares for
each share of Matewan preferred stock held. The transaction is valued at $26.13
per share of Matewan common stock based on BB&T's closing price on Monday, April
26, 1999, or a total value of $124 million.
Matewan operates through its banking subsidiaries, Matewan National Bank
and Matewan FSB. The corporation also owns insurance and investment
subsidiaries. Its market area includes Mingo, Logan, Boone, Lincoln and Wayne
counties in West Virginia; Pike, Floyd, Johnson, Martin and Letcher counties in
Kentucky; and Buchanan, Tazewell, Wise, Russell and Washington counties in
Virginia.
Item 7. Exhibits
99.1 Amendment of Information Provided to Analysts
<PAGE>
SIGNATURE
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
SENIOR EXECUTIVE VICE PRESIDENT AND CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
Date: April 28, 1999.
<PAGE>
BB&T
and
Matewan BancShares, Inc.
Williamson, West Virginia
Expanding a Great Franchise
Revised Analyst Presentation
February 25, 1999
<PAGE>
Forward-Looking Information
BB&T has made forward-looking statements in the accompanying analyst
presentation materials that are subject to risks and uncertainties. These
statements are based on the beliefs and assumptions of the management of BB&T,
and on the information available to management at the time the analyst
presentation materials were prepared. In particular, the analyst materials in
this report include statements regarding estimated earnings per share of BB&T on
a stand alone basis, expected cost savings from the merger, estimated
restructuring charges relating to the merger, estimated increases in Matewan's
fee income ratio, the anticipated accretive effect of the merger, and BB&T's
anticipated performance in future periods. With respect to estimated cost
savings and restructuring charges, BB&T has made assumptions about, among other
things, the extent of operational overlap between BB&T and Matewan, the amount
of general and administrative expense consolidation, costs relating to
converting Matewan's bank operations and data processing to BB&T's systems, the
size of anticipated reductions in fixed labor costs, the amount of severance
expenses, the extent of the charges that may be necessary to align the
companies' respective accounting reserve policies, and the cost related to the
merger. The realization of cost savings and the amount of restructuring charges
are subject to the risk that the foregoing assumptions are inaccurate.
Any statements in the accompanying exhibit regarding the anticipated accretive
effect of the merger and BB&T's anticipated performance in future periods are
subject to risks relating to, among other things, the following possibilities:
(1) expected cost savings from this merger or other previously-announced mergers
may not be fully realized or realized within the expected time frame; (2)
deposit attrition, customer loss or revenue loss following proposed mergers may
be greater than expected; (3) competitive pressure among depository and other
financial institutions may increase significantly; (4) costs or difficulties
related to the integration of the businesses of BB&T and its merger partners,
including Matewan, may be greater than expected; (5) changes in the interest
rate environment may reduce margins; (6) general economic or business
conditions, either nationally or regionally, may be less favorable than
expected, resulting in, among other things, a deterioration in credit quality,
or a reduced demand for credit; (7) legislative or regulatory changes, including
changes in accounting standards, may adversely affect the businesses in which
BB&T and Matewan are engaged; (8) adverse changes may occur in the securities
markets; and (9) competitors of BB&T and Matewan may have greater financial
resources and develop products that enable such competitors to compete more
successfully than BB&T and Matewan.
BB&T believes these forward-looking statements are reasonable; however, undue
reliance should not be placed on such forward-looking statements, which are
based on current expectations. Such statements are not guarantees of
performance. They involve risks, uncertainties and assumptions. The future
results and shareholder values of BB&T following completion of the merger may
differ materially from those expressed in these forward-looking statements. Many
of the factors that will determine these results and values are beyond
management's ability to control or predict.
2
<PAGE>
Outline
o Background and transaction terms
o Financial data
o Rationale and strategic objectives
o Investment criteria
o Summary
3
<PAGE>
BB&T Corporation
(BBT)
o $40.1 billion bank holding company*
o 637 branch locations in NC, SC, VA, MD,
GA, WV, KY and the District of Columbia*
For Year
Ended 12/31/98**
----------------
o ROA 1.58%
o Cash Basis ROA 1.67%
o ROE 20.16%
o Cash Basis ROE 23.70%
o Efficiency ratio 51.57%
* Includes the pending acquisitions of First Citizens Corporation (GA),
Mason-Dixon Bancshares, Inc. and Matewan BancShares.
** Recurring earnings
4
<PAGE>
Matewan BancShares, Inc.
(MATE)
o $684 million bank holding company
o 22 banking offices in western Virginia, southern West Virginia and eastern
Kentucky
o 1 mortgage loan production office in West Virginia
For Year
Ended 12/31/98**
----------------
o ROA .92%
o ROE 9.33%
o Efficiency ratio 61.37%
*Recurring earnings
5
<PAGE>
Pro Forma Company Profile
o Size: $40.1 billion in assets*
$12.5 billion in market capitalization**
o Offices NC: 345
VA: 113
SC: 90
MD: 53
GA: 13
KY: 10
WV: 7
DC: 6
---
Total: 637
* Includes total assets for Mason-Dixon Bancshares, Inc., First Citizens
Corporation and Matewan BancShares.
** Based on BB&T's 4/26/99 closing price of $39.00 and includes shares
outstanding for Mason-Dixon Bancshares, Inc., First Citizens Corporation and
Matewan BancShares, Inc.
6
<PAGE>
Terms of the Transaction
7
<PAGE>
Terms of the Transaction
o Purchase price: $26.47 per share*
o Aggregate value: $125.7 million*
o Consideration: Fixed exchange ratio of .67 BB&T shares for
each Matewan share
o Structure: Tax-free exchange of stock equal to
100% of purchase price
o Accounting treatment: Transaction will be accounted for as
a purchase
o Lock-up provision: Stock option agreement
*Based on April 23, 1999 BB&T closing stock price of $39.50.
8
<PAGE>
Pricing
o Purchase price $26.47
o Price / 12-31-98 stated book 1.88 x
o Price / LTM EPS 21.35 x
o BB&T shares issued 3.2 million*
*BB&T shares issued based on MATE common and preferred shares outstanding. BB&T
plans to repurchase the shares to be issued in the transaction.
9
<PAGE>
Acquisition Comparables(1)
Bank Acquisitions with Deal Values between $50 and $500 Million
Announced Since 11/01/98
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
TOTAL DATE DEAL DEAL DEAL PR/ DEAL PR/
BUYER SELLER ASSETS ANNOUNCED VALUE PR/BK TG BK 4-QTR EPS
- ------------------------------------------------------------------------------------------------------------------
($000) ($M) (%) (%) (X)
<S> <C> <C> <C> <C> <C> <C> <C>
Independence Cmty Broad National Bncp 622,276 02/01/99 138.3 296.1 297.4 18.7
BB&T Corp. Mason-Dixon Bcshs 1,083,283 01/28/99 247.2 299.2 326.4 23.4
BB&T Corp. First Citizens Corp. 385,582 01/27/99 126.7 297.9 360.6 23.4
First Security Corp. Comstock Bancorp 226,862 01/13/99 65.0 352.2 352.2 20.0
BOK Financial Corp. First Bancshares 233,104 12/29/98 56.1 328.7 328.7 NA
First Finl Bancorp Sand Ridge Finl Corp. 503,894 12/17/98 140.7 330.6 330.6 24.6
Valley Natl Bancorp Ramapo Finl Corp. 327,779 12/17/98 105.3 293.4 297.7 29.5
Chittenden Corp. Vermont Financial 2,110,300 12/16/98 454.2 208.2 285.6 27.9
Sky Financial Group First Western Bncp 2,203,139 12/14/98 424.5 280.0 479.9 22.0
BT Financial Corp. First Philson Finl 213,742 12/10/98 80.6 318.8 318.8 29.5
M&T Bank Corp. FNB Rochester Corp. 567,896 12/09/98 128.8 316.2 316.2 25.2
Lakeland Bancorp High Point Finl Corp. 252,746 12/07/98 72.5 293.4 293.4 32.1
- -----------------------------------------------------------------------------------------------------------------
Maximum 2,203,139 454.2 352.2 479.9 32.1
Minimum 213,742 56.1 208.2 285.6 18.7
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AVERAGE 727,550 170.0 301.2 332.3 25.1
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Median 444,738 127.8 298.5 322.6 24.0
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BB&T Corp Matewan * 676,907 157.9 232.2 274.0 23.2
Above/(Below) Comparables (69.1) (58.3) (1.9)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
* Based on September 30, 1998 financial statements. Book value multiples
include Matewan's preferred stock.
(1) Source for Acquisition Comparables: SNL Securities
10
<PAGE>
Financial Data
11
<PAGE>
Financial Summary
FOR THE FOR THE
YEAR ENDED YEAR ENDED
12/31/98 12/31/98
BB&T* MATE*
----- -----
ROA 1.58% .92%
ROE 20.16 9.33
Net interest margin (FTE) 4.34 5.10
Efficiency ratio 51.57 61.37
Net charge-offs / avg. loans .28 .90
Allowance / nonperf. loans 367.75 120.91
Nonperf. assets / total assets .33 .89
*Recurring earnings
12
<PAGE>
Capital Strength
BB&T* MATE*
12/31/98 12/31/98
-------- -------
Shareholders' equity / total assets 8.0% 9.8%
Leverage capital ratio 6.8% 8.6%
Total risk-based capital ratio 14.7% 13.8%
13
<PAGE>
Rationale for Acquisition
o BB&T has an announced strategy to pursue in-market
(Carolinas/Virginia/Maryland/Metro DC) and contiguous state (Georgia/West
Virginia/Tennessee) acquisitions of high quality banks and thrifts in the
$250 million to $10 billion range. The acquisition of Matewan is consistent
with this strategy.
o This acquisition is very consistent with past acquisitions which we have
successfully executed, i.e. it fits our model.
o BB&T and Matewan share similar cultures.
o Matewan's branch network overlaps BB&T's western Virginia franchise and
expands BB&T into the economically attractive markets in southern West
Virginia and eastern Kentucky.
14
<PAGE>
Strategic Objectives
o The key strategic objectives in this acquisition are:
- Improve efficiency
o Cost savings equal to 25% of MATE's noninterest expenses, fully realized in
the year 2000
- Expand and strengthen BB&T's existing western Virginia franchise
o Entry into the contiguous markets of southern West Virginia and eastern
Kentucky
- Grow fee income using BB&T's wider array of fee-based services
- Develop additional commercial relationships using BB&T's product
offerings
15
<PAGE>
Efficiency Improvement
Targeted Annual Cost Savings
----------------------------
$5.4 million or approximately
25% of MATE's expense base
16
<PAGE>
Franchise Enhancement
o Extends our western Virginia franchise acquired through the MainStreet
transaction
o Market expansion into southern West Virginia and eastern Kentucky
17
<PAGE>
Grow Fee Income
BB&T* MATE*
12/31/98 12/31/98
-------- -------
Fee income ratio 28.4% 14.3%
Goal to raise MATE's fee income ratio by leveraging BB&T's sales management
system and broader product selection
18
<PAGE>
Economic Vitality
[MAP OF ECONOMIC VITALITY BY COUNTY]
19
<PAGE>
Branch Locations
[MAP OF BRANCH LOCATIONS]
20
<PAGE>
BB&T Investment Criteria
o EPS and Cash Basis EPS (accretive by year 2)
o Internal rate of return (15% or better)
o Return on equity and Cash Basis ROE (accretive by year 3)
o Return on assets and Cash Basis ROA (accretive by year 3)
o Book value per share (accretive by year 5)
o Must not cause combined leverage capital ratio to go below 7%
Criteria are listed in order of importance. There are sometimes trade-offs among
criteria.
21
<PAGE>
Assumptions
o BB&T's 1999 and 2000 EPS numbers are based on First Call estimates of $1.94
and $2.18 respectively, and subsequent years are based on 9% income
statement and balance sheet growth.
o $5.4 million in cost savings (25% of MATE's expense base). Cost savings
will be recognized over 2 years with 25% of total cost savings achieved in
1999 and the remaining 75% in 2000.
o Fee income improvement - MATE's fee income is assumed to grow by 9%
annually by leveraging BB&T's sales management system and expanded product
offerings.
o MATE's net interest margin (non-FTE) is maintained annually at 4.50%.
o For MATE, we have assumed income statement and balance sheet growth of 5%
annually except for the enhancements cited above.
22
<PAGE>
Impact on Earnings Per Share
Accretion Accretion
(Dilution) Pro Forma (Dilution)
Pro Forma Pro Forma Cash Basis Pro Forma
EPS Shares EPS Shares
--- ------ --- ------
1999* $ 1.93 $ (0.01) $ 2.06 $ 0.01
2000 2.18 0.00 2.32 0.02
2001 2.36 0.00 2.50 0.02
2002 2.58 0.01 2.71 0.03
2003 2.81 0.01 2.94 0.03
2004 3.07 0.02 3.18 0.03
2005 3.35 0.02 3.46 0.04
2006 3.65 0.02 3.76 0.04
2007 4.00 0.03 4.09 0.05
2008 4.35 0.03 4.46 0.05
2009 4.74 0.04 4.85 0.06
Internal rate of return 15.54%
*Recurring earnings
23
<PAGE>
Impact on ROE*
Pro Forma
Pro Forma Cash Basis
ROE(%) Change ROE(%) Change
--- ------ ---- ------
1999** 20.07 (0.03) 25.74 0.99
2000 20.07 0.04 24.71 0.95
2001 19.35 0.03 23.02 0.73
2002 18.86 0.04 21.79 0.60
2003 18.43 0.05 20.78 0.49
2004 18.05 0.07 19.85 0.41
* The decrease in ROE results from the build up in equity relative to assets.
** Recurring earnings
24
<PAGE>
Impact on ROA
Pro Forma
Pro Forma Cash Basis
ROA(%) Change ROA(%) Change
--- ------ ---- ------
1999* 1.50 (0.03) 1.62 (0.02)
2000 1.56 (0.03) 1.67 (0.01)
2001 1.55 (0.03) 1.65 (0.01)
2002 1.55 (0.02) 1.65 (0.01)
2003 1.56 (0.02) 1.64 (0.01)
2004 1.56 (0.02) 1.63 (0.01)
*Recurring earnings
25
<PAGE>
Impact on Book Value / Leverage Ratio
Pro Forma
Book Value Per Share
------------------------- Pro Forma
Accretion Leverage Accretion
Stated (Dilution) Ratio (Dilution)
------ ---------- ----- ----------
1999 $ 10.23 $ 0.00 6.81% (0.35)
2000 11.52 0.00 7.27 (0.32)
2001 12.92 0.01 7.68 (0.29)
2002 14.44 0.01 8.05 (0.26)
2003 16.10 0.02 8.39 (0.24)
2004 17.94 0.03 8.69 (0.22)
2005 19.96 0.05 8.98 (0.19)
2006 22.20 0.07 9.25 (0.17)
2007 24.68 0.09 9.51 (0.15)
2008 27.43 0.11 9.76 (0.14)
2009 30.61 0.14 10.05 (0.12)
26
<PAGE>
Summary
o The acquisition of Matewan BancShares, Inc. is a strong strategic fit:
- It helps accomplish our goal of expansion into contiguous markets
- It fits culturally and geographically
- This is the type of merger we have consistently successfully executed
o Overall Investment Criteria are met:
- EPS accretive in 2000; Cash Basis EPS accretive in 1999
- IRR 15.54%
- ROE positive in 2000; Cash Basis ROE positive in 1999
- ROA and Cash Basis ROA are permanently, but not materially, dilutive
due to the effect of the share buyback
- Book value accretive in 1999
- Combined leverage ratio in excess of 7% in 2000
- Accelerated dividend growth potential beginning in 1999
27
<PAGE>
Appendix
o Historical Financial Data
o Glossary
28
<PAGE>
<TABLE>
<CAPTION>
MATEWAN BANCSHARES, INC.
FINANCIAL SUMMARY
1996 1997 1998
---------------------------------------
EARNINGS SUMMARY (IN THOUSANDS)
INTEREST INCOME (FTE)
<S> <C> <C> <C>
Interest on loans & leases $ 36,583 $ 41,146 $ 44,652
Interest & dividends on securities 8,667 9,686 10,138
Interest on temporary investments 1,134 1,165 561
---------- --------- ----------
Total interest income (FTE) 46,384 51,997 55,351
---------- --------- ----------
INTEREST EXPENSE
Interest expense on deposit accounts 17,875 21,376 23,430
Interest on short-term borrowings 994 1,149 1,444
Interest on long-term debt - - -
---------- --------- ----------
Total interest expense 18,869 22,525 24,874
---------- --------- ----------
Net interest income (FTE) 27,515 29,472 30,477
Less taxable equivalency adjustment - - -
---------- --------- ----------
Net interest income 27,515 29,472 30,477
Provision for loan losses 2,945 2,609 4,887
---------- --------- ----------
Net interest income after provision 24,570 26,863 25,590
---------- --------- ----------
NONINTEREST INCOME
Service charges on deposit accounts 3,011 4,096 4,047
Non-deposit fees and commissions 484 338 722
G / (L) on sale of real estate & securities - - 237
Other operating income 1,204 932 334
---------- --------- ----------
Total noninterest income 4,699 5,366 5,340
---------- --------- ----------
NONINTEREST EXPENSE
Personnel 7,877 8,759 8,277
Occupancy & equipment 2,368 2,849 2,928
FDIC premiums 206 411 436
Other operating expenses 8,649 10,100 10,196
---------- --------- ----------
Total noninterest expense 19,100 22,119 21,838
---------- --------- ----------
Net income before taxes 10,169 10,110 9,092
Income taxes 3,707 3,495 2,969
---------- --------- ----------
Net income as originally reported 6,462 6,615 6,123
---------- --------- ----------
Prior period adjustments, net of tax (144) (116) -
---------- --------- ----------
Net income $ 6,318 $ 6,499 $ 6,123
========== ========= ==========
Basic EPS $ 1.26 $ 1.28 $ 1.24
Diluted EPS 1.26 1.28 1.24
Diluted EPS before restatement 1.30 1.31 1.24
EOP shares 4,026 3,998 3,978
Basic shares 4,030 4,011 3,989
Diluted shares 4,030 4,011 3,989
</TABLE>
<PAGE>
MATEWAN BANCSHARES, INC.
FINANCIAL SUMMARY
1996 1997 1998
----------------------------------
AVERAGE BALANCE SHEET
(IN THOUSANDS)
ASSETS
Loans $339,865 $381,216 $419,767
Securities 140,354 153,096 160,287
Other earning assets 21,387 23,062 17,193
------- ------- -------
Total interest-earning assets 501,606 557,374 597,247
------- ------- -------
Goodwill & other intangibles 8,716 10,659 10,189
------- ------- -------
Other assets 51,015 54,614 55,384
------- ------- -------
Total assets $561,337 $622,647 $662,820
======= ======== =======
Net interest margin 5.49% 5.29% 5.10%
Securities as a percent of earning
assets 28% 27% 27%
LIABILITIES & SHAREHOLDERS' EQUITY
Interest-bearing deposits:
Money Market & NOW $ 67,256 $ 79,719 $ 75,607
Savings 76,906 76,510 90,462
CD's and other time 262,271 301,376 319,609
------- ------- -------
Total interest-bearing deposits 406,433 457,605 485,678
Short-term borrowed funds 23,119 22,116 29,797
Long-term debt - - -
------- ------- -------
Total interest-bearing liabilities 429,552 479,721 515,475
Demand deposits 62,931 69,212 73,771
Other liabilities 6,533 7,162 6,800
------- ------- -------
Total liabilities 499,016 556,095 596,046
------- ------- -------
Preferred equity 805 805 805
Common equity 61,516 65,747 65,969
------- ------- -------
Total equity 62,321 66,552 66,774
------- ------- -------
Total liabilities & shareholders' equity $ 561,337 $ 622,647 $ 662,820
========= ========= =========
Other int-liab. as a percent of total assets 4% 4% 4%
30
<PAGE>
MATEWAN BANCSHARES, INC.
FINANCIAL SUMMARY
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1996 1997 1998
--------------------------------------------
RATIO ANALYSIS
ROA 1.13% 1.04% 0.92%
ROE (Includes Preferred) 10.14% 9.77% 9.17%
Efficiency ratio 59.3% 63.5% 61.4%
Adj. noninterest income / Adj. revenues 14.6% 15.4% 14.3%
Average equity / Average assets 11.1% 10.7% 10.1%
CREDIT QUALITY
(IN THOUSANDS)
Beginning $ 2,973 $ 5,986 $ 5,478
--------- --------- ---------
Provision 2,945 2,609 4,887
Acquired allowance 3,152 - -
Net charge-offs (3,084) (3,117) (3,791)
--------- --------- ---------
Ending allowance $ 5,986 $ 5,478 $ 6,574
--------- --------- ---------
Allowance 1.59% 1.36% 1.47%
Charge-off rate 0.91% 0.82% 0.90%
Period end loans & leases $ 376,787 $ 403,111 $ 448,404
Period end equity $ 66,537 $ 64,606 $ 66,887
</TABLE>
<PAGE>
Glossary
Return on Assets - recurring earnings for the period as a percentage of average
assets for the period.
Return on Equity - recurring earnings for the period as a percentage of average
common equity for the period.
Cash Basis Performance Results and Ratios - These calculations exclude the
effect on net income of amortization expense applicable to certain intangible
assets. The ratios also exclude the effect of the unamortized balances of these
intangibles from assets and equity.
Efficiency Ratio - calculated as recurring noninterest expense as a percentage
of the sum of recurring net interest income on a fully taxable equivalent basis
and recurring noninterest income.
Leverage Capital Ratio - Common shareholders' equity excluding unrealized
securities gains and losses and certain intangible assets as a percentage of
average assets for the most recent quarter less certain intangible assets.
Total Risk-Based Capital Ratio - The sum of shareholders' equity, a qualifying
portion of subordinated debt and a qualifying portion of the allowance for loan
and lease losses as a percentage of risk-weighted assets.
Net Charge-Off Ratio - Loan losses net of recoveries as a percentage of average
loans and leases.
Internal Rate of Return - The interest rate that equates the present value of
future returns to the investment outlay. An investment is considered acceptable
if its IRR exceeds the required return. The investment is defined as the market
value of the stock and/or other consideration to be received by the selling
shareholders.
Recurring Results or Ratios - earnings excluding charges and expenses
principally related to completing mergers and acquisitions.
Certain of the ratios discussed above may be annualized if the applicable
periods are less than a full year.
32
