-----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, AZLgczx1sVtCHkAtCOAGV55bifP3A4zyHeuC/fr8D3+FtZZG+EFc2WPXaMrtn5Bc DH0q/jlI+WWl2ic3znrDYg== 0000092230-98-000026.txt : 19980812 0000092230-98-000026.hdr.sgml : 19980812 ACCESSION NUMBER: 0000092230-98-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980810 ITEM INFORMATION: FILED AS OF DATE: 19980810 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: 8-K SEC ACT: SEC FILE NUMBER: 001-10853 FILM NUMBER: 98681406 BUSINESS ADDRESS: STREET 1: 200 WEST SECOND STREET CITY: WINSTON-SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 3367332000 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 8-K 1 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 reported) August 10, 1998 BB&T Corporation (Exact name of registrant as specified on 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 3 pages. The sequential numbering of the pages is indicated in the lower right hand corner. ITEM 5. OTHER EVENTS The purpose of this Current Report on Form 8-K is to announce that BB&T Corporation has executed a definitive agreement to acquire Scott & Stringfellow Financial, Inc., an investment banking firm headquartered in Richmond, Virginia. EXHIBIT INDEX Exhibit 99.1 Announcement to acquire Scott & Stringfellow Financial, Inc. BB&T Corporation ("BB&T") announced on August 10, 1998, that it will acquire Scott & Stringfellow Financial, Inc. ("Scott & Stringfellow"), an investment banking firm headquartered in Richmond, Virginia. The transaction will be effected through the exchange of one share of BB&T common stock for each share of Scott & Stringfellow common stock outstanding. Based on BB&T's closing price of $34.44 per share on Friday, August 7, 1998, the transaction has a value of $34.44 per Scott & Stringfellow common share, or $131 million in the aggregate. The acquisition will significantly increase BB&T's presence in investment banking and retail brokerage. The transaction, approved by the Boards of Directors of BB&T and Scott & Stringfellow on August 10, will be accounted for as a pooling of interests. Management estimates annual cost savings of approximately 5% of Scott & Stringfellow's current expense base, to be achieved as a result of the integration of BB&T's current investment banking subsidiary, Craigie, Inc. into Scott & Stringfellow. Management projects the acquisition will be slightly dilutive to BB&T's earnings per share in the first two years after consummation but become accretive thereafter. Scott & Stringfellow, established in 1893, manages more than $10 billion in total assets for its clients and operates 31 offices in Virginia, West Virginia, North Carolina and South Carolina. Scott & Stringfellow offers full-service retail brokerage, institutional equity and debt underwriting, investment advisory services, corporate finance, equity trading, equity research and a wide-range of other investment-related financial services. Scott & Stringfellow common stock is traded on the NASDAQ National Market System under the trading symbol SCOT. The aquisition, which is subject to the approval of the shareholders of Scott & Stringfellow and Federal and state regulators, is expected to be completed in the fourth quarter of 1998. After consummation of the acquisition, BB&T's investment banking operations will be based in Richmond, Virginia. BB&T, a multi-bank holding company with $31.5 billion in assets as of June 30, 1998, operates 518 banking offices in the Carolinas and Virginia. BB&T common stock is listed on the New York Stock Exchange under the trading symbol BBK. SIGNATURES 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: August 10, 1998 -----END PRIVACY-ENHANCED MESSAGE-----