-----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, AbqTCSjT9nQlHfc2KMrytFiaa7ILrC41ayPi5pg8hHuWJ50c4qWF7YkdqZxIenAr yO2yxlBYHhnKK53/RNWs/w== 0000092230-98-000033.txt : 19980828 0000092230-98-000033.hdr.sgml : 19980828 ACCESSION NUMBER: 0000092230-98-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980827 ITEM INFORMATION: FILED AS OF DATE: 19980827 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: 98698669 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 ACQUISITION ANNOUNCEMENT 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 27, 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 ("BB&T") has executed a definitive agreement to acquire MainStreet Financial Corporation ("MainStreet"), of Martinsville, Virginia. EXHIBIT INDEX Exhibit 99.1 Announcement to acquire MainStreet Financial Corporation. BB&T Corporation ("BB&T") announced on August 27, 1998, that it will acquire MainStreet Financial Corporation ("MainStreet") of Martinsville, Virginia. The transaction will be effected through the exchange of 1.18 shares of BB&T common stock for each share of MainStreet common stock. Based on BB&T's closing price of $32.94 per share on Tuesday, August 25, 1998, the transaction has a value of $38.87 per MainStreet common share, or $554.3 million. The acquisition will significantly increase BB&T's presence in Virginia and metropolitan Washington, D.C. The transaction, approved by the Boards of Directors of BB&T and MainStreet, will be accounted for as a pooling of interests. Management projects that annual cost savings of approximately $15 million, or 30% of MainStreet's expense base, will be realized after full integration of MainStreet's operations into BB&T. It is currently estimated that approximately $13 million in one-time charges will be incurred in conjunction with completing the merger. Management projects the acquisition will be accretive to BB&T's earnings per share in the first year after consummation. MainStreet, with approximately $2 billion in assets, is the parent company of 11 community banks located in markets in southwestern, central and northern Virginia and metropolitan Washington, D.C., including Richmond, Lynchburg, McLean, Arlington and College Park, Maryland. It operates 46 banking offices in Virginia and three banking offices in Maryland. MainStreet's common stock is traded on the NASDAQ National Market System under the trading symbol MSBC. The acquisition, which is subject to the approval of the shareholders of MainStreet and regulatory authorities, is expected to be completed in the first quarter of 1999. BB&T, a multi-bank holding company with $32.1 billion in assets, operates 512 banking offices in the Carolinas, Virginia, Maryland and Washington, D.C. 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 27, 1998 -----END PRIVACY-ENHANCED MESSAGE-----