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Filed by BB&T Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
Commission File No.: 001-10853
Subject Company: BB&T Corporation
Feb. 7, 2000
FOR IMMEDIATE RELEASE
Contacts:
ANALYSTS
Tom A. Nicholson Scott E. Reed
Senior Vice President Senior Executive Vice President
Investor Relations Chief Financial Officer
(336) 733-3058 (336) 733-3088
MEDIA
Bob Denham Burney Warren J. Holmes Morrison
Vice President Executive Vice President Chairman, President and CEO
Public Relations Mergers & Acquisitions One Valley Bancorp Inc.
(336) 733-1002 (252) 321-3347 (304) 348-7280
BB&T to acquire One Valley Bancorp
WINSTON-SALEM, N.C. - BB&T Corporation (NYSE: BBT) and One Valley
Bancorp, Inc. (NYSE: OV) of Charleston, W.Va., today announced an agreement that
will combine two of the country's highest performing bank holding companies and
give BB&T the No. 1 market share in West Virginia.
BB&T will acquire One Valley in a $1.2 billion stock swap, creating
the nation's 18th largest financial institution and boosting BB&T's assets to
more than $52 billion. The acquisition will give BB&T its second West
Virginia-based bank and entry into 10 new markets in central Virginia.
One Valley, with $6.6 billion in assets, is the parent company to nine
community banks and 123 branches - 76 in West Virginia and 47 in central
Virginia.
The transaction, approved by the directors of both companies, is
valued at $35.20 per One Valley share based on BB&T's closing price Friday of
$27.50. The exchange ratio will be fixed at 1.28 BB&T shares for each One Valley
share. The transaction will be accounted for as a pooling of interests.
"BB&T's acquisition strategy is to pursue very high quality banks and
thrifts in Southeastern markets that improve our financial performance and
franchise value," said BB&T Chairman and Chief Executive Officer John Allison.
"We could not be more pleased with the prospects of a merger with One Valley,
which clearly meets this objective.
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"Both institutions have solid capital positions, excellent credit
quality, strong branch office networks and very compatible corporate cultures.
This transaction will enable us to grow our franchise value and build on our
momentum in selling fee-based products and services."
BB&T entered West Virginia last year with its acquisition of Matewan
Bancshares, a Williamson-based bank holding company with $676 million in assets.
The One Valley merger will increase BB&T's West Virginia assets to $5.3
billion and its Virginia assets to $6.6 billion. BB&T will rank sixth in market
share in Virginia.
One Valley customers will be introduced to BB&T's strong branch-based
sales culture and the following new and expanded products and services: capital
markets access, cash management services, leasing and international banking.
BB&T will provide 150 to 200 new jobs in the Charleston area to
minimize the effect of other staff reductions.
BB&T will create three community bank regions in West Virginia and one
in central Virginia. BB&T currently has 19 autonomous regions, which operate
like community banks. More than 95 percent of lending decisions are made
locally.
"It has long been a strategy of ours to operate what we refer to as a
super community bank," said One Valley Chairman, President and Chief Executive
Officer J. Holmes Morrison, who will be named chairman and CEO of BB&T's West
Virginia operations and join the BB&T Corporation board.
"Being a super community bank means we're committed to local decision
making that results in responsible, reliable and empathetic client service. The
fact that BB&T shares this approach makes this a perfect fit."
Both institutions are also among the highest performing banks in the
country. BB&T was rated last year as the second highest performing S&P 500 bank
holding company in the nation by Business Week magazine.
One Valley was ranked by U.S. Banker magazine in 1999 as the 10th
highest performing bank holding company. It recently reported its 18th
consecutive year of increased net income and dividends and 13th straight year of
record earnings per share.
In addition to its nine banking subsidiaries serving 81 cities and
towns in West Virginia and central Virginia, One Valley operates a trust
division, discount brokerage and insurance arm.
"Our employees are well-recognized as the best in the financial
services industry in the markets we serve," Morrison said.
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One Valley's West Virginia community banks are located in the state's
most economically vibrant areas, primarily along major interstate highways.
One Valley began its expansion into central Virginia in 1996, targeting
the Charlottesville, Lynchburg and Lexington markets.
One Valley Chief Operating Officer Phyllis Arnold will be named COO and
president of BB&T's West Virginia operations and president of a Charleston-based
BB&T community bank region.
A $10 million trust fund will be established for charitable
contributions and economic development in communities served by One Valley. One
Valley already has a similar $4 million trust fund.
The merger, which is subject to the approval of One Valley
shareholders and banking regulators, is expected to be completed in the third
quarter.
Over the past five years, BB&T has had a dividend payout ratio in the
range of approximately 36.5% to 39.5% of recurring earnings and a compound
growth rate of the annual dividend of 14.9%. Consistent with this history, BB&T
management intends to recommend to the Board of Directors that the regular
quarterly dividend be increased from $.20 to $.23 per share in the third quarter
of 2000.
Winston-Salem-based BB&T Corporation, with $45.5 billion in assets,
operates 687 banking offices in the Carolinas, Georgia, Virginia, Maryland, West
Virginia, Kentucky and Washington D.C.
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The press release as originally issued on February 7, 2000 omitted the
following disclosure which is being made in accordance with Rule 165 of the
Securities and Exchange Commission.
The foregoing may be deemed to be offering materials of BB&T Corporation in
connection with BB&T's proposed acquisition of One Valley Bancorp, Inc. on the
terms and subject to the conditions in the Agreement and Plan of Reorganization,
dated February 6, 2000, between BB&T and One Valley. This filing is being made
in connection with Regulation of Takeovers and Security Holder Communications
(Release Nos. 33-7760 and 34-42055) adopted by the Securities and Exchange
Commission ("SEC").
Shareholders of One Valley and other investors are urged to read the proxy
statement/prospectus that will be included in the registration statement on Form
S-4 which BB&T will file with the SEC in connection with the proposed merger
because it will contain important information about BB&T, One Valley, the
merger, the persons soliciting proxies in the merger and their interests in the
merger and related matters. After it is filed with the SEC, the proxy
statement/prospectus will be available for free, both on the SEC's web site
(http://www.sec.gov) and from One Valley and BB&T as follows:
Corporate Secretary Shareholder Reporting
One Valley Bancorp, Inc. BB&T Corporation
One Valley Square Post Office Box 1290
Summers and Lee Streets Winston-Salem, North Carolina 27102
Post Office Box 1793 Phone: (336) 733-3021
Charleston, West Virginia 25326
Phone: (304) 348-7000
In addition to the proposed registration statement and proxy
statement/prospectus, BB&T and One Valley file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by either company at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549
or at the SEC's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. BB&T's and One Valley's filings with the SEC are also
available to the public from commercial document-retrieval services and on the
SEC's web site at http://www.sec.gov.
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