8-K 1 0001.txt FORM 8-K -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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 October 27, 2000 Date of Report (Date of earliest event recorded) BB&T 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 (Zip Code) Offices) (336) 733-2000 (Registrant's Telephone Number, Including Area Code) ---------------- This Form 8-K has 65 pages. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Item 5. Other Events On June 13, 2000, BB&T Corporation ("BB&T") completed its merger with Hardwick Holding Company ("Hardwick"), of Dalton, Georgia. To consummate the merger, Hardwick's shareholders received .932 shares of BB&T common stock in exchange for each share of Hardwick common stock held, resulting in the issuance of 3.9 million shares of BB&T common stock. On June 15, 2000, BB&T completed its merger with First Banking Company of Southeast Georgia ("First Banking Company"), headquartered in Statesboro, Georgia. To complete the merger, First Banking Company's shareholders received .74 shares of BB&T common stock in exchange for each share of First Banking Company common stock held, resulting in the issuance of 4.1 million shares of BB&T common stock. On July 6, 2000, BB&T completed its merger with One Valley Bancorp, Inc. ("One Valley"), based in Charleston, West Virginia. To consummate the merger, One Valley's shareholders received 1.28 shares of BB&T common stock in exchange for each share of One Valley common stock held, resulting in the issuance of 43.1 million shares of BB&T common stock. These transactions were accounted for as poolings of interests. Accordingly, the consolidated financial statements (including notes to consolidated financial statements), and supplemental financial information contained in BB&T's Current Report on Form 8-K filed on April 28, 2000, for the years ended December 31, 1999, 1998 and 1997, restated for the accounts of Hardwick, First Banking Company and One Valley, are included in this Current Report on Form 8- K. Item 7. Financial Statements and Exhibits
Exhibit Description 11 Computation of Earnings Per Share. Filed herewith as Note R. of the "Notes to Consolidated Financial Statements." 23 Consent of Independent Public Filed herewith on page 4. Accountants. 27 Financial Data Schedule. Filed herewith as an exhibit to the electronically filed document as required. 99.1 Report of Independent Public Filed herewith on page 5. Accountants. 99.2 BB&T's restated audited financial Filed herewith beginning on statements and notes thereto, page 7. including the accounts of Hardwick, First Banking Company and One Valley. 99.3 BB&T's restated Securities Act Filed herewith beginning on Guide 3 statistical disclosures, page 47. including the accounts of Hardwick, First Banking Company and One Valley.
2 SIGNATURE 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) /s/ Sherry A. Kellett By: _________________________________ Sherry A. Kellett Senior Executive Vice President and Controller (Principal Accounting Officer) Date: October 27, 2000. 3