-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G/fM7ZmMzq3YUz6she94Z16OGRhiaglyjAWBBa9wLY1etfvyUI7o7RbKMMindzrE ScmJkCHKj6recYyNYqM3Nw== 0000092230-97-000036.txt : 19970701 0000092230-97-000036.hdr.sgml : 19970701 ACCESSION NUMBER: 0000092230-97-000036 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BB&T CORP CENTRAL INDEX KEY: 0000092230 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560939887 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10853 FILM NUMBER: 97633055 BUSINESS ADDRESS: STREET 1: 200 WEST SECOND STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 9107332000 MAIL ADDRESS: STREET 1: 200 WEST SECOND STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN NATIONAL CORP /NC/ DATE OF NAME CHANGE: 19920703 11-K 1 Securities and Exchange Commission Washington, D.C. 20549 Form 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 1996 Commission file number 1-10853 Southern National Corporation 401(k) Savings Plan ------------------------------------------------- (Full title of the plan) Southern National Corporation ----------------------------- (Name of issuer of securities) 200 West Second Street Winston-Salem, NC 27101 ----------------------- (Address of issuer's principal executive offices) Southern National Corporation 401(k) Savings Plan Financial Statements as of December 31, 1996 and 1995 Together with Report of Independent Public Accountants Report of Independent Public Accountants To the 401(k) Savings Plan Committee of Southern National Corporation: We have audited the accompanying statement of net assets available for plan benefits, with fund information, of the Southern National Corporation 401(k) Savings Plan (the Plan) as of December 31, 1996 and 1995, and the related statement of changes in net assets available for plan benefits, with fund information, for the years ended December 31, 1996 and 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1996 and 1995, and the changes in net assets available for plan benefits for the years ended December 31, 1996 and 1995, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. As explained in the notes thereto, information presented in the schedule of assets held for investment purposes does not disclose the historical cost for investments. Disclosure of this information is required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. As explained in the notes thereto, the Plan has not presented the schedule of reportable transactions (transactions in excess of 5% of the current value of plan assets at the beginning of the year) for the BB&T U.S. Treasury Money Market Fund, the BB&T Intermediate U.S. Government Bond Fund, the BB&T Growth and Income Stock Fund, the BB&T Balanced Fund, the BB&T Small Company Growth Fund and the BB&T five-year bank investment contracts. Disclosure of this information is required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Charlotte, North Carolina, June 11, 1997. Southern National Corporation 401(k) Savings Plan Statement of Net Assets Available for Plan Benefits, With Fund Information December 31, 1996
Southern National Money Fixed Corporation Bank Market Income Equity Common Investment Fund Fund Fund Stock Fund Contracts Assets: Investments at fair value- Common stock $ 0 $ 0 $ 0 $ 251,088,090 $ 0 Mutual funds 0 4,973,893 15,092,164 0 0 Five-year bank investment contracts 0 0 0 0 4,457,665 BB&T U.S. Treasury Money Market Fund 11,244,025 0 0 0 0 11,244,025 4,973,893 15,092,164 251,088,090 4,457,665 Investments at cost - Participant loans 0 0 0 0 0 Total investments 11,244,025 4,973,893 15,092,164 251,088,090 4,457,665 Cash 0 0 0 1,357,759 0 Accrued interest receivable 0 0 0 0 0 Total assets 11,244,025 4,973,893 15,092,164 252,445,849 4,457,665 Notes payable 0 0 0 0 0 Net assets available for plan benefits $ 11,244,025 $ 4,973,893 $ 15,092,164 $ 252,445,849 $ 4,457,665 Small Company Balanced Growth Loan /-----------ESOP-----------/ Fund Fund Fund Allocated Unallocated Total Assets: Investments at fair value- Common stock $ 0 $ 0 $ 0 $ 9,986,816 $ 2,653,543 $ 263,728,449 Mutual funds 2,059,419 4,109,789 0 0 0 26,235,265 Five-year bank investment contracts 0 0 0 0 0 4,457,665 BB&T U.S. Treasury Money Market Fund 0 0 0 0 0 11,244,025 2,059,419 4,109,789 0 9,986,816 2,653,543 305,665,404 Investments at cost - Participant loans 0 0 5,565,035 0 0 5,565,035 Total investments 2,059,419 4,109,789 5,565,035 9,986,816 2,653,543 311,230,439 Cash 0 0 0 825 0 1,358,584 Accrued interest receivable 0 0 0 0 0 0 Total assets 2,059,419 4,109,789 5,565,035 9,987,641 2,653,543 312,589,023 Notes payable 0 0 0 0 944,860 944,860 Net assets available for plan benefits $ 2,059,419 $ 4,109,789 $ 5,565,035 $ 9,987,641 $ 1,708,683 $ 311,644,163 The accompanying notes to financial statements are an integral part of this statement.
Southern National Corporation 401(k) Savings Plan Statement of Net Assets Available for Plan Benefits, With Fund Information December 31, 1995
Southern National Money Fixed Corporation Bank Market Income Equity Common Investment Balanced Fund Fund Fund Stock Fund Contracts Fund Assets: Investments at fair value- Common stock $ 0 $ 0 $ 0 $ 93,955,513 $ 0 $ 0 Mutual funds 0 5,033,017 10,567,435 0 0 356,884 Five-year bank investment contracts 0 0 0 0 4,559,575 0 BB&T U.S. Treasury Money Market Fund 11,755,693 0 0 0 0 0 11,755,693 5,033,017 10,567,435 93,955,513 4,559,575 356,884 Investments at cost - Participant loans 0 0 0 0 0 0 Total investments 11,755,693 5,033,017 10,567,435 93,955,513 4,559,575 356,884 Cash 0 0 0 614,883 0 0 Accrued interest receivable 290 0 0 0 0 0 Total assets 11,755,983 5,033,017 10,567,435 94,570,396 4,559,575 356,884 Notes payable 0 0 0 0 0 0 Accrued expenses 0 0 0 0 0 0 Liabilities 0 0 0 0 0 0 Net assets available for plan benefits $ 11,755,983 $ 5,033,017 $ 10,567,435 $ 94,570,396 $ 4,559,575 $ 356,884 Small Company Liabilities Growth Loan to be /-----------ESOP-----------/ Fund Fund Allocated Allocated Unallocated Total Assets: Investments at fair value- Common stock $ 0 $ 0 $ 0 $ 6,459,923 $ 4,566,587 $ 104,982,023 Mutual funds 780,087 0 0 0 0 16,737,423 Five-year bank investment contracts 0 0 0 0 0 4,559,575 BB&T U.S. Treasury Money Market Fund 0 0 0 0 0 11,755,693 780,087 0 0 6,459,923 4,566,587 138,034,714 Investments at cost - Participant loans 0 2,674,538 0 0 0 2,674,538 Total investments 780,087 2,674,538 0 6,459,923 4,566,587 140,709,252 Cash 0 0 0 327 0 615,210 Accrued interest receivable 0 0 0 0 0 290 Total assets 780,087 2,674,538 0 6,460,250 4,566,587 141,324,752 Notes payable 0 0 0 0 2,011,234 2,011,234 Accrued expenses 0 0 41,008 0 0 41,008 Total liabilities 0 0 41,008 0 2,011,234 2,052,242 Net assets available for plan benefits $ 780,087 $ 2,674,538 $ (41,008) $ 6,460,250 $ 2,555,353 $ 139,272,510 The accompanying notes to financial statements are an integral part of this statement.
Southern National Corporation 401(k) Savings Plan Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information For the Year Ended December 31, 1996
Statement Southern National Money Fixed Corporation Bank Market Income Equity Common Investment Balanced Fund Fund Fund Stock Fund Contracts Fund Additions to net assets attributed to: Investment income- Dividends $ 0 $ 0 $ 0 $ 6,350,102 $ 0 $ 0 Interest 524,710 295,720 826,351 34,401 284,955 128,474 Net appreciation in value of investments 0 (208,113) 1,734,531 68,669,259 0 66,489 Total investment income 524,710 87,607 2,560,882 75,053,762 284,955 194,963 Contributions- Employer 504,321 308,798 1,039,937 6,529,264 117,122 281,970 Employees 824,048 392,938 1,477,172 9,138,670 152,060 463,982 Merged entity 200,971 93,286 508,626 80,799,218 144,586 576,285 Total contributions 1,529,340 795,022 3,025,735 96,467,152 413,768 1,322,237 Other 0 453 436 0 0 0 Allocation of 69,080 shares of SNC common stock 0 0 0 0 0 0 Total additions 2,054,050 883,082 5,587,053 171,520,914 698,723 1,517,200 Deductions from net assets attributed to: Withdrawals (1,719,618) (300,201) (603,843) (11,621,272) (286,164) (353,792) Administrative expenses (13,894) (15,139) (16,375) (23,436) (12,843) (4,709) Interest expense 0 0 0 0 0 0 Allocation of 69,080 shares of SNC common stock 0 0 0 0 0 0 Loans to members - Interest income 30,663 15,042 34,137 213,090 6,802 6,756 Principal repayments 165,561 76,620 148,433 1,187,855 32,005 25,433 Net transfers of assets among funds (1,028,720) (718,528) (624,676) (3,401,698) (540,433) 511,647 Net assets available for plan benefits, beginning of year 11,755,983 5,033,017 10,567,435 94,570,396 4,559,575 356,884 Net assets available for plan benefits, end of year $ 11,244,025 $ 4,973,893 $ 15,092,164 $ 252,445,849 $ 4,457,665 $ 2,059,419 Small Company Liabilities Growth Loan to be /-----------ESOP-----------/ Fund Fund Allocated Allocated Unallocated Total Additions to net assets attributed to: Investment income- Dividends $ 0 $ 0 $ 0 $ 331,811 $ 109,597 $ 6,791,510 Interest 4,315 308,169 0 0 133,837 2,540,932 Net appreciation in value of investments 482,486 0 0 3,045,100 696,999 74,486,751 Total investment income 486,801 308,169 0 3,376,911 940,433 83,819,193 Contributions- Employer 595,027 0 0 0 1,200,108 10,576,547 Employees 996,354 0 0 0 0 13,445,224 Merged entity 325,317 0 0 0 0 82,648,289 Total contributions 1,916,698 0 0 0 1,200,108 106,670,060 Other 8 0 0 0 0 897 Allocation of 69,080 shares of SNC common stock 0 0 0 1,669,263 0 1,669,263 Total additions 2,403,507 308,169 0 5,046,174 2,140,541 192,159,413 Deductions from net assets attributed to: Withdrawals (127,043) (233,557) 0 (1,461,631) (109,597) (16,816,718) Administrative expenses (7,032) 0 0 0 (8,243) (101,671) Interest expense 0 0 0 0 (133,837) (133,837) Allocation of 69,080 shares of SNC common stock 0 0 0 0 (1,669,263) (1,669,263) Loans to members - Interest income 1,679 (308,169) 0 0 0 0 Principal repayments 76,087 (1,711,994) 0 0 (1,066,271) (1,066,271) Net transfers of assets among funds 982,504 4,836,048 41,008 (57,152) 0 0 Net assets available for plan benefits, beginning of year 780,087 2,674,538 (41,008) 6,460,250 2,555,353 139,272,510 Net assets available for plan benefits, end of year $ 4,109,789 $ 5,565,035 $ 0 $ 9,987,641 $ 1,708,683 $ 311,644,163 The accompanying notes to financial statements are an integral part of this statement.
Southern National Corporation 401(k) Savings Plan Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information For the Year Ended December 31, 1995
Southern National Small Money Fixed Corporation Bank Company Market Income Equity Common Investment Balanced Growth Fund Fund Fund Stock Fund Contracts Fund Fund Additions to net assets attributed to: Investment income- Dividends $ 0 $ 0 $ 17,212 $ 2,788,482 $ 0 $ 0 $ 0 Interest 615,702 307,504 101,398 23,096 279,718 4,664 0 Net appreciation in value of investments 0 412,524 2,265,500 20,457,254 0 15,316 79,134 Total investment income 615,702 720,028 2,384,110 23,268,832 279,718 19,980 79,134 Contributions- Employer 379,716 180,148 424,578 2,374,371 94,486 51,068 54,100 Employees 1,292,118 457,495 1,039,720 4,564,046 170,478 105,785 116,563 Merged entities 2,362,285 657,778 1,036,361 6,997,043 0 0 0 Total contributions 4,034,119 1,295,421 2,500,659 13,935,460 264,964 156,853 170,663 Allocation of 79,180 shares of SNC common stock 0 0 0 0 0 0 0 Total additions 4,649,821 2,015,449 4,884,769 37,204,292 544,682 176,833 249,797 Deductions from net assets attributed to: Withdrawals (3,416,449) (532,039) (809,929) (3,629,481) (814,131) (10,621) (12,964) Administrative expenses (2,160) (747) (1,220) (51,229) (2,726) (44) (43) Interest expense 0 0 0 0 0 0 0 Other 0 0 0 0 (9,052) 0 0 Allocation of 79,180 shares of SNC common stock 0 0 0 0 0 0 0 Loans to members - Interest income 0 0 0 0 0 0 0 Principal repayments 0 0 0 0 0 0 0 Net transfers of assets among funds (2,527,190) (825,374) (499,082) 781,699 878,401 190,716 543,297 Net assets available for plan benefits, beginning of year 13,051,961 4,375,728 6,992,897 60,265,115 3,962,401 0 0 Net assets available for plan benefits, end of year $ 11,755,983 $ 5,033,017 $ 10,567,435 $ 94,570,396 $ 4,559,575 $ 356,884 $ 780,087 Liabilities Loan to be /--------ESOP--------/ Fund Allocated Allocated Unallocated Total Additions to net assets attributed to: Investment income- Dividends $ 0 $ 0 $ 325,642 $ 164,450 $ 3,295,786 Interest 0 0 0 0 1,332,082 Net appreciation in value of investments 0 0 1,661,220 2,248,678 27,139,626 Total investment income 0 0 1,986,862 2,413,128 31,767,494 Contributions- Employer 0 0 0 2,011,234 5,569,701 Employees 0 0 1,853,829 0 9,600,034 Merged entities 0 0 0 0 11,053,467 Total contributions 0 0 1,853,829 2,011,234 26,223,202 Allocation of 79,180 shares of SNC common stock 0 0 1,198,707 0 1,198,707 Total additions 0 0 5,039,398 4,424,362 59,189,403 Deductions from net assets attributed to: Withdrawals 0 0 (705,550) (149,701) (10,080,865) Administrative expenses 0 (41,008) (4,112) (12,975) (116,264) Interest expense 0 0 0 (251,026) (251,026) Other 0 0 0 0 (9,052) Allocation of 79,180 shares of SNC common stock 0 0 0 (1,198,707) (1,198,707) Loans to members - Interest income 136,909 0 0 0 136,909 Principal repayments 1,071,371 0 0 (1,760,208) (688,837) Net transfers of assets among funds 1,466,258 0 14,810 (23,535) 0 Net assets available for plan benefits, beginning of year 0 0 2,115,704 1,527,143 92,290,949 Net assets available for plan benefits, end of year $ 2,674,538 $ (41,008) $ 6,460,250 $ 2,555,353 $ 139,272,510 The accompanying notes to financial statements are an integral part of this statement.
Southern National Corporation 401(k) Savings Plan Notes to Financial Statements December 31, 1996 and 1995 1. Description of Plan: The following description of the Southern National Corporation 401(k) Savings Plan (the Plan) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. Branch Banking and Trust Company (BB&T or the Bank) established the Savings and Thrift Plan for the Employees of Branch Banking and Trust Company on July 1, 1982, for the purpose of promoting the future economic welfare of the Bank's employees. Effective January 1, 1996, Southern National's Employee Stock Ownership Plan was merged into the Savings and Thrift Plan for the Employees of Branch Banking and Trust Company to form the Southern National Corporation 401(k) Savings Plan. The Plan offers seven investment options for employee contributions: the BB&T U.S. Treasury Money Market Fund, the BB&T Intermediate U.S. Government Bond Fund, the BB&T Growth and Income Stock Fund, the BB&T Balanced Fund, the BB&T Small Company Growth Fund, BB&T Five-Year Bank Investment Contracts (which invests in five-year guaranteed income contracts of the Bank) and the Southern National Corporation Common Stock Fund. Each participant may elect to direct employee and employer contributions to any combination of the funds. Participants may change their investment elections daily. The Plan covers all employees who meet the age and service requirements. Under the terms of the Plan, employees are eligible to participate in the Plan at age 21 with one year of continuous employment in which they have worked at least 1,000 hours. Participation in the Plan is based on voluntary election by each employee. Contributions to the Plan are made monthly by employees in amounts equal to whole percentages, from 1% to 16%, of their monthly compensation. The Bank makes matching contributions of 100% up to 6% of each participant's compensation contributed to the Plan. Participants are fully vested in their accounts at all times. The Plan permits a participant to borrow up to 50% of their account balance, but not more than the lesser of one-half of the value of the account balance, not to exceed $50,000 or $50,000 minus the participant's highest outstanding loan amount of the prior 12 months. The minimum loan amount is $1,000. Only one loan can be made during the plan year and a participant may have only one loan outstanding at any time. The interest rate to be paid on the amounts borrowed is equal to the Bank's prime lending rate plus 1% at the time of the loan. Under terms of the Plan, a participant is allowed to withdraw certain funds from his account twice a year. Upon retirement, a participant may elect to have distributions paid from this account in installments over a period not to exceed the longer of 15 years, the participant's life expectancy, or the life expectancy of the participant and beneficiary, a lump sum, or any combination of the two. Employee Stock Ownership Plan The Employee Stock Ownership Plan (ESOP) is a separate fund of the Plan and is only for the employees of certain acquired institutions. The ESOP initially purchased common shares using the proceeds of notes payable (see Note 6). The common shares are maintained in a trust under the Plan and debt repayments are funded by corporate contributions to the trust. As debt repayments are made, shares are allocated to eligible employees' accounts in accordance with applicable regulations under the Internal Revenue Code (IRC). Shares vest fully upon allocation. Accordingly, the financial statements of the Plan present separately the assets and liabilities and changes therein pertaining to the accounts of employees with vested rights in allocated stock (Allocated) and stock not yet allocated to employees (Unallocated). 2. Significant Accounting Policies: Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting. Reclassification Certain prior year amounts have been reclassified to conform with the current year presentation. Investments in Securities Investments in securities are stated at fair value. The fair value of marketable securities is based on published quotations obtained from national securities exchanges. Investments in mutual funds are valued at fair value based on quoted market prices of the underlying fund securities. Bank investment contracts are stated at contract value, which do not materially differ from market value. Securities transactions are recorded on the trade date. Dividend income is recorded on the exdividend date. Investments in Participant Loans Investments in participant loans are stated at cost. Adjustments necessary to reflect the fair value of the loans would not be material to the financial statements. Administrative Expenses Administrative expenses for trustee and recordkeeping fees are incurred by the Plan. The Plan sponsor has elected to pay all other administrative fees related to professional services provided to the Plan. Trustee fees consist primarily of administrative services rendered by the Bank's Trust Division (see Note 8). 3. Determination of Participants' Account Balances: - Participants' account balances are valued daily as follows- Employee and matching employer contributions when contributed are added to the participants' accounts for each type of investment fund. - Participants' accounts are reduced by amounts withdrawn. - Earnings from each investment fund are allocated within that fund as specified by the Plan. Dividends received on SNC common stock are credited to participants' accounts based on the number of shares of stock held for each participant electing to invest in stock. Earnings from mutual funds are allocated based upon the ratio that each participant's adjusted account balance, as defined by the Plan, bears to the total of all participants' account balances. 4. Investments: The Plan's investments are administered by the Bank's Trust Division. The appreciation in value of the Plan's investments (including investments bought and sold as well as held during the year) is as follows: Net Appreciation
1996 1995 Common stock $ 71,478,924 $ 22,606,944 Mutual funds 2,075,393 2,772,474 $ 73,554,317 $ 25,379,418
At December 31, 1996 and 1995, the fair market value of individual investments that represent 5% or more of the Plan's total net assets are as follows:
1996 1995 Southern National Corporation common stock $ 263,728,449 $ 104,982,023 BB&T U.S. Treasury Money Market Fund 11,244,025 11,755,983 Branch Banking & Trust Company Growth and Income Stock Fund 15,092,164 10,567,435 Branch Banking & Trust Intermediate U.S. Government Fund 4,973,893 5,033,017
Included above, at December 31, 1996 and 1995, respectively, are approximately 276,323 and 246,092 shares of the ESOP's Southern National Corporation common stock which were allocated to the participants' accounts with 73,201 and 173,965 shares being unallocated. 5. Tax Status: The Internal Revenue Service (IRS) issued its latest determination letter on September 6, 1996, which stated that the Plan and its underlying trust qualify, in form, under the applicable provisions of the IRC and therefore are exempt from federal income taxes. In the opinion of the plan administrator, the Plan and its underlying trust are currently being operated in compliance with the applicable requirements of the IRC. 6. Notes Payable: The ESOP initially purchased common shares using the proceeds of notes payable (see Note 1). The notes bear interest at rates ranging from 7% to 9%, payable annually. The principal balance for each note is to be repaid in monthly installments over the life of the note, with final payments due at various times from July 1996 to November 1998. The debt is guaranteed by the Bank and secured by the unallocated shares of SNC common stock. 7. Plan Termination: Although it has not expressed an intent to do so, the Bank has the right to discontinue its contributions at any time or to terminate the Plan. In the event of plan termination, the assets would be distributed in accordance with the plan documents. 8. Related-party Transactions: During the years ended December 31, 1996 and 1995, the Plan purchased 1,075,823 and 677,392 shares, respectively, of SNC common stock at a cost of $31,250,672 and $16,072,633, respectively. In addition, 492,036 and 321,169 shares were distributed during 1996 and 1995, respectively, to employees who withdrew their vested interests. The Plan received cash dividends of $6,791,510 and $3,278,574 on its investment in Southern National Corporation common stock during 1996 and 1995, respectively. Included in plan assets are mutual funds sponsored by the Bank, guaranteed income contracts issued by the Bank and cash on deposit at the Bank. The cost of administrative services rendered by the Bank's Trust Division for the years ended December 31, 1996 and 1995, was $357,648 and $116,264, respectively (see Note 2). 9. Subsequent Event: Effective May 19, 1997, Southern National Corporation's shareholders voted to change the holding company's name to BB&T Corporation. Accordingly, the Southern National Corporation 401(k) Savings Plan became the BB&T Corporation 401(k) Savings Plan on that date. Schedule I Southern National Corporation 401(k) Savings Plan Item 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1996
Par Value or Shares Identity of Party and Description of Assets Cost Fair Value 11,244,025 *BB&T U.S. Treasury Money Market Fund ** $ 11,244,025 *Branch Banking and Trust Company Intermediate 509,620 U.S. Government Bond Fund ** 4,973,893 *Branch Banking and Trust Company Growth 955,200 and Income Fund ** 15,092,164 7,244,766 *Southern National Corporation Common Stock Fund 263,728,349 4,457,665 *Five-Year Bank Investment Contracts ** 4,457,665 179,048 *Branch Banking and Trust Company Balanced Fund ** 2,059,419 *Branch Banking and Trust Company Small Company 202,852 Growth Fund ** 4,109,789 5,565,035 Participant loans, varying maturities, rates ranging from 7.00% to 10.00% ** 5,565,035 * Denotes party-in-interest. ** Note: The above schedule could not be completed due to the trustee's inability to provide cost information for these investments.
Schedule II Southern National Corporation 401(k) Savings Plan Item 27(d) - Schedule of Reportable Transactions (1) December 31, 1996
Aggregate Selling Aggregate Price or Cost of Net Aggregate Maturity Asset Realized Purchase Proceeds (2) Sold or Gain Identity of Party and Description of Assets Price (2) (3) (3) Matured (Loss) Southern National Corporation Common Stock- Purchases $31,250,672 $ 0 $0 $0 Sales 0 15,093,727 * * *Historical cost information is unavailable and is therefore not provided in this schedule. (1) This schedule presents transactions in any security where the aggregate of transactions in that security exceeds 5% of plan assets at January 1, 1996. (2) The value of securities at the time of purchase or sale is the market value. (3) Brokerage commissions are included in purchase prices and deducted from sales proceeds. Note: The above schedule could not be completed for the BB&T U.S. Treasury Money Market Fund, the BB&T Intermediate U.S. Government Bond Fund, the BB&T Growth and Income Stock Fund, the BB&T Balanced Fund, the BB&T Small Company Growth Fund and the BB&T Five-Year Bank Investment Contracts due to the inability of the Trustee to provide this information. SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees and Savings Plan Committee have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized. Date: June 30, 1997 Southern National Corporation 401(K) Savings Plan /s/ Raymond K. MuCulloch Raymond K. MuCulloch Senior Vice President
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