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
July 1, 1997
Date of Report (Date of earliest event reported)
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)
(910) 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 2. ACQUISITION OF ASSETS
A. Effective July 1, 1997, BB&T Corporation of Winston-Salem,
N.C.("BB&T") completed the acquisition of United Carolina
Bancshares Corporation of Whiteville, N.C.("UCB"). An
aggregate of approximately 28 million shares of BB&T's common
stock, $5 par value per share, were issued to consummate the
merger.
The merger was completed pursuant to an Agreement and Plan of
Reorganization dated as of November 1, 1996 and a related
Plan of Merger by and between Southern National Corporation
(subsequently renamed BB&T Corporation) and UCB pursuant to
which each outstanding share of UCB common stock was converted
into 1.135 shares of BB&T common stock. Outstanding options to
purchase UCB common stock were converted into options to
purchase shares of BB&T's common stock based upon the same
rate, and cash was paid in lieu of fractional share interests.
BB&T received approval for the merger from the Board of
Governors of the Federal Reserve System on May 29, 1997. The
shareholders of BB&T and UCB approved the merger at meetings
duly called and held on April 22, 1997. UCB had approximately
$4.5 billion in total assets just prior to the merger.
B. Mergers of subsidiary banks of BB&T and UCB are anticipated to
occur on September 19, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements of Business Acquired
The following documents previously filed by UCB with the
Commission under the Exchange Act are incorporated herein by
reference:
(a) The financial statements of UCB (and
accountants' report thereon) filed pursuant to
Item 8 of UCB's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996; and
(b) The financial statements of UCB filed pursuant
to Item 1 of UCB's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1997.
B. Pro Forma Financial Information
The following documents previously filed by BB&T with the
Commission are incorporated herein by reference:
(a) Information appearing under the heading "Pro
Forma Condensed Financial Information" in BB&T's
Proxy Statement for the 1997 Annual Meeting of
Shareholders; and
(b) Information appearing under the heading "Pro
Forma Condensed Financial Information" in BB&T's
Prospectus Supplement dated June 3, 1997, filed
pursuant to Rule 424 (b)(2) on June 4, 1997 and
included as a part of BB&T's Registration
Statement on Form S-3 (Reg. No. 333-02899).
C. Exhibits:
2. Amended and Restated Agreement and Plan of Reorganization
by and between United Carolina Bancshares Corporation and
BB&T Corporation (formerly Southern National Corporation)
dated as of November 1, 1996, incorporated herein by
reference to Exhibit No. 2 of BB&T's Registration
Statement on Form S-4 (Reg. No. 333-23569).
23. Independent Auditors' Consent
The Board of Directors
United Carolina Bancshares Corporation
We consent to the incorporation by reference of our report
dated February 21, 1997, with respect to the consolidated
balance sheets of United Carolina Bancshares Corporation
and subsidiaries (the "Corporation") as of December 31,
1996 and 1995, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of
the years in the three-year period ended December 31,
1996, which report appears in the December 31, 1996,
annual report on Form 10-K of the Corporation and is
incorporated by reference in the Form 8-K of BB&T
Corporation dated July 1, 1997. Our report dated February
21, 1997, refers to the fact that on January 1, 1994, the
Corporation adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits".
KPMG Peat Marwick LLP
Raleigh, North Carolina
July 14, 1997
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: ________________________________
Sherry A. Kellett,
Controller and Principal Accounting Officer
Date: July 14, 1997