-----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, DcN/Bv+Q6l3PE51Z0cuIUo91tjYaHW5zW/W/69K3tOQbGc94IhsYBzb1GZllRcBn NhycgSRP9byih2NK0J7YyQ== 0000092230-96-000029.txt : 19961015 0000092230-96-000029.hdr.sgml : 19961015 ACCESSION NUMBER: 0000092230-96-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961011 ITEM INFORMATION: Other events FILED AS OF DATE: 19961011 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN NATIONAL CORP /NC/ 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: 1934 Act SEC FILE NUMBER: 001-10853 FILM NUMBER: 96642601 BUSINESS ADDRESS: STREET 1: 500 N CHESTNUT ST CITY: LUMBERTON STATE: NC ZIP: 28358 BUSINESS PHONE: 9196712000 MAIL ADDRESS: STREET 1: 500 NORTH CHESTNUT STREET CITY: LUMBERTON STATE: NC ZIP: 28358 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) October 11, 1996 Southern National Corporation (Exact name of registrant as specified in 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) (910) 733-2000 (Registrant's telephone number, including area code) This Form 8-K has 5 pages. The sequential numbering of the pages is indicated in the lower center. - 1 - ITEM 5. OTHER EVENTS The purpose of this Current Report on Form 8-K is to file Southern National Corporation's announcement to repurchase shares for Fidelity Financial Bankshares to be accounted for as a purchase, instead of a pooling of interests as originally announced. EXHIBIT INDEX Exhibit 99.1 Press release issued October 11, 1996 - 2 - October 11, 1996 FOR IMMEDIATE RELEASE Contacts: ANALYSTS MEDIA B. Gloyden Stewart, Jr. Scott E. Reed Bob Denham Senior Vice President Senior Executive Vice President Vice President Investor Relations Chief Financial Officer Public Relations (919) 246-4219 (910) 733-3088 (910) 733-2202 Southern National to repurchase shares for Fidelity Financial Bankshares transaction WINSTON-SALEM, N.C. -- Acting under authority previously granted by the Board of Directors, Southern National Corporation (NYSE: SNB) announced today that it intends to repurchase shares of its common stock for reissue in connection with the proposed acquisition of Fidelity Financial Bankshares Corporation of Richmond, Va. Repurchase of the shares should allow Southern National to manage its capital position more effectively and enhance future earnings per share. As a result of the repurchase, the acquisition of Fidelity Financial will be accounted for as a purchase, instead of a pooling of interests as originally announced. Under terms of the agreement with Fidelity Financial, Southern National currently anticipates issuing between 1.7 million and 2.1 million shares to effect the transaction. The exact number of shares to be issued in connection with the merger is dependent upon adjustment to the exchange ratio as provided in the agreement. MORE - 3 - Fidelity Financial, with $321 million in assets, operates seven branches in the Richmond metropolitan area through its subsidiary, Fidelity Federal Savings Bank. Southern National, the seventh largest bank holding company in the Southeast with $21.1 billion in assets, operates 425 branches in 219 cities and towns through its banking subsidiaries in North Carolina, South Carolina and Virginia. - 4 - # S I G N A T U R E 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. SOUTHERN NATIONAL CORPORATION (Registrant) By: /S/ SHERRY A. KELLETT Sherry A. Kellett Executive Vice President and Controller (Principal Accounting Officer) Date: October 11, 1996 - 5 - -----END PRIVACY-ENHANCED MESSAGE-----