8-K 1 d8k.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 5, 2001 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 Offices) (Zip Code)
(336) 733-2000 (Registrant's Telephone Number, Including Area Code) ---------------- This Form 8-K has 73 pages. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On August 9, 2001, BB&T Corporation ("BB&T") completed its merger with F&M National Corporation ("F&M") of Winchester, Virginia. To consummate the merger, F&M's shareholders received 1.09 shares of BB&T common stock in exchange for each share of F&M common stock held, resulting in the issuance of 31.1 million shares of BB&T common stock. The transaction was accounted for as a pooling of interests. Accordingly, the consolidated financial statements (including notes to consolidated financial statements) for the years ended December 31, 2000, 1999 and 1998, and the supplemental financial information required by Industry Guide 3 contained in BB&T's Annual Report on Form 10-K filed on March 16, 2001, restated for the accounts of F&M, 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. 99.1 Report of Independent Public Filed herewith on page 5. Accountants. 99.2 BB&T's restated audited financial Filed herewith beginning on Page 7. statements and notes thereto, including the accounts of F&M. 99.3 BB&T's restated Securities Act Guide 3 Filed herewith beginning on page 55. statistical disclosures, including the accounts of F&M.
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) By: /s/ Sherry A. Kellett _______________________________ Sherry A. Kellett Senior Executive Vice President and Controller (Principal Accounting Officer) Date: October 5, 2001. 3