As Filed with the Securities and Exchange Commission on January 5, 2000
Registration No. 333 - 78835
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
BB&T CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 6060 56-0939887
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Code Number)
organization)
200 West Second Street
Winston-Salem, North Carolina 27101
(336) 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
(336) 733-2180
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
The Commission is requested to send copies of
all communications to:
Peter A. Zorn Carla Stone Witzel
Womble Carlyle Sandridge & Rice, PLLC Gordon, Feinblatt, Rothman,
200 West Second Street, 17th Floor Hoffberger & Hollander, LLC
Winston-Salem, North Carolina 27101 223 East Redwood Street
Baltimore, Maryland 21202
<PAGE>
Pursuant to Registration Statement No. 333-78835 on Form S-4, BB&T
Corporation, a North Carolina corporation (the "Company"), registered 6,657,509
shares of its common stock, par value $5.00 per share (the "Common Stock"),
issuable pursuant to an Agreement and Plan of Reorganization dated as of January
27, 1999 and a related Plan of Merger between the Company and Mason-Dixon
Bancshares, Inc., a former Maryland corporation ("Mason-Dixon"), that provided
for the merger of Mason-Dixon with and into the Company (the "Merger"). The
Company hereby removes from registration 58,152 shares of Common Stock that
remain unissued after the Merger.
<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 January 5, 2000.
BB&T CORPORATION
By: Jerone C. Herring
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 to the Registration Statement on Form S-4
has been signed by the following persons in the capacities indicated on January
5, 2000.
/s/ John A. Allison IV* /s/ Scott E. Reed*
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*
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.*
Name: Alfred E. Cleveland Name: W. R. Cuthbertson, Jr.
Title: Director Title: Director
/s/ Ronald E. Deal* /s/ A. J. Dooley, Sr.*
Name: Ronald E. Deal Name: A. J. Dooley, Sr.
Title: Director Title: Director
/s/ Tom D. Efird* /s/ Paul S. Goldsmith*
Name: Tom D. Efird Name: Paul S. Goldsmith
Title: Director Title: Director
/s/ L. Vincent Hackley*
Name: L. Vincent Hackley
Title: Director
/s/ Jane P. Helm* /s/ Richard Janeway, M.D.*
Name: Jane P. Helm Name: Richard Janeway, M.D.
Title: Director Title: Director
<PAGE>
/s/ J. Ernest Lathem, M.D.* /s/ James H. Maynard*
Name: J. Ernest Lathem, M.D. Name: James H. Maynard
Title: Director Title: Director
/s/ Joseph A. McAleer, Jr.* /s/ Albert O. McCauley*
Name: Joseph A. McAleer, Jr. Name: Albert O. McCauley
Title: Director Title: Director
/s/ Richard L. Player, Jr.* /s/ C. Edward Pleasants, Jr.*
Name: Richard L. Player, Jr. Name: C. Edward Pleasants, Jr.
Title: Director Title: Director
/s/ Nido R. Qubein* /s/ E. Rhone Sasser*
Name: Nido R. Qubein Name: E. Rhone Sasser
Title: Director Title: Director
/s/ Jack E. Shaw* /s/ Harold B. Wells*
Name: Jack E. Shaw Name: Harold B. Wells
Title: Director Title: Director
*By: Jerone C. Herring________
Jerone C. Herring
Attorney-in-Fact
<PAGE>
WOMBLE CARLYLE SANDRIDGE & RICE,
A Professional Limited Liability Company
200 WEST SECOND STREET
WINSTON-SALEM, NORTH CAROLINA 27102
TELEPHONE (336) 721-3600
FACSIMILE (336) 721-3660
January 5, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: BB&T Corporation (Commission File No. 1-10853)
Post-Effective Amendment No. 1 to Registration Statement on Form S-4
(File No. 333-78835)
Ladies and Gentlemen:
On behalf of BB&T Corporation, a North Carolina corporation ("BB&T"),
accompanying this letter for filing pursuant to the Securities Act of 1933, as
amended, is BB&T's Post-Effective Amendment No. 1 to Registration Statement on
Form S-4, which amends BB&T's Registration Statement on Form S-4, as amended, to
deregister unissued shares of BB&T's common stock. Manually signed signature
pages have been executed prior to the time of this electronic filing and will be
retained by BB&T for five years.
Please call the undersigned at (336) 721-3634 with any questions or
comments regarding this filing.
Very truly yours,
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
/s/ Peter A. Zorn
Peter A. Zorn
cc: BB&T Corporation
