As Filed with the Securities and Exchange Commission on September 18, 1997
Registration No. 333 - _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BB&T CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 6060 56-0939887
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Code Number)
organization)
200 West Second Street
Winston-Salem, North Carolina 27101
(910) 733-2000
(Address, including Zip Code, and telephone number, including
area code, of registrant's principal executive offices)
Jerone C. Herring, Esq.
200 West Second Street, 3rd Floor
Winston-Salem, North Carolina 27101
(910) 733-2180
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
The Commission is requested to send copies of
all communications to:
Douglas A. Mays
Womble Carlyle Sandridge & Rice, PLLC
3300 One First Union Center
301 South College Street
Charlotte, North Carolina 28202
Approximate date of commencement of proposed sale of the securities to
the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
CALCULATION OF REGISTRATION FEE
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price aggregate offering Amount of
registered Registered per unit price registration fee
Common Stock,
par value $5.00 374,841 $53.22(2) $19,949,038(2) $6,046
per share (1)
(1) Each share of the registrant's common stock includes one preferred share purchase right.
(2) Estimated solely for the purpose of calculating the registration fee and computed in accordance with Rule 457(c) under
the Securities Act based on the high ($53.50) and low ($52.94) prices of the registrant's common stock as reported on
the New York Stock Exchange on September 15, 1997.
PROSPECTUS
374,841 SHARES
BB&T CORPORATION
COMMON STOCK
This Prospectus relates to the offer and sale of an aggregate of 374,841
shares of the common stock, par value $5.00 per share ("Common Stock"), of
BB&T Corporation (the "Company" or "BB&T") by certain shareholders of the
Company (the "Selling Shareholders"). The shares of Common Stock offered by
the Selling Shareholders hereby are referred to herein as the "Shares."
The Shares may be sold directly by the Selling Shareholders or by their
pledgees, donees, transferees or other successors in interest. Alternatively,
the Shares may be offered to or through brokers or dealers who may act solely
as agents or who may acquire Shares as principals. The disposition of the
Shares will not include the use of special selling efforts or methods, and may
be effected in one or more transactions that may take place on the New York
Stock Exchange (the "NYSE"), including block trades or ordinary broker's
transactions, or through privately negotiated transactions or sales to one or
more broker-dealers for resale of such securities as principals, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by these holders in
connection with such sales. In connection with such sales, the Selling
Shareholders and any participating brokers or dealers may be deemed
"underwriters" as such term is defined in the Securities Act of 1933, as
amended (the "Securities Act").
No underwriter is otherwise being utilized in connection with this
offering. The Company has agreed to bear all expenses (other than commissions
or discounts of underwriters, dealers or agents, brokers' fees, state and
local transfer taxes, and fees and expenses of counsel or other advisors to
the Selling Shareholders) in connection with the registration of the Shares
being offered by the Selling Shareholders, estimated to be $19,000.
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. See "USE OF PROCEEDS."
The Common Stock is traded on the NYSE under the symbol "BBK." On
September 15, 1997, the closing price of the Common Stock was $53.44.
THE SECURITIES TO BE OFFERED PURSUANT TO THIS PROSPECTUS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR
NON-BANK SUBSIDIARY OF BB&T AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY.
The date of this Prospectus is September 22, 1997.
AVAILABLE INFORMATION
BB&T is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed with the Commission can be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the
following Regional Offices of the Commission: 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained at prescribed rates
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. The Commission maintains a World
Wide Web site on the Internet at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission, including BB&T.
Shares of Common Stock are listed on the NYSE, and proxy statements,
reports and other information concerning BB&T can also be inspected and copied
at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes part of a Registration Statement on Form S-3
(together with all amendments, exhibits and schedules thereto, the
"Registration Statement") filed by BB&T with the Commission under the
Securities Act with respect to the Shares. This Prospectus does not include
all of the information set forth in the Registration Statement, as permitted
by the rules and regulations of the Commission. The Registration Statement,
including any amendments, schedules and exhibits filed or incorporated by
reference as a part thereof, is available for inspection and copying as set
forth above. Statements contained in this Prospectus or in any document
incorporated herein by reference as to the contents of any contract or other
document referred to herein or therein are not necessarily complete and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement or such other document, and
each such statement shall be deemed qualified in its entirety by such
reference.
No person has been authorized to give any information or make any
representation in connection with the offering of securities made hereby other
than those contained or incorporated by reference in this Prospectus, and, if
given or made, such information or representation must not be relied upon as
having been authorized by BB&T. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy the securities covered by this
Prospectus in any jurisdiction where, or to or from any person to whom, it is
unlawful to make such offer or solicitation of an offer in such jurisdiction.
Neither the delivery of this Prospectus nor any distribution of securities
made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of BB&T since the date hereof or that
the information contained or incorporated by reference herein is correct as of
any time subsequent to its date.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by BB&T with the Commission
under the Exchange Act are incorporated herein by reference:
(a) BB&T's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) BB&T's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1997 and June 30, 1997;
(c) BB&T's Current Reports on Form 8-K dated January 14, 1997, April
11, 1997, May 23, 1997, June 11, 1997, July 11, 1997, July 14,
1997, August 15, 1997 and August 15, 1997;
(d) The description of the Common Stock in BB&T's registration
statement filed under the Exchange Act with respect to the Common
Stock, including all amendments and reports filed for the purpose
of updating such description; and
(e) BB&T's Registration Statement on Form 8-A, dated January 10,
1997,
with respect to the adoption of its shareholder rights plan.
All other reports filed by the Company with the Commission pursuant to
Section 13(a) and 13(c) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of Shares pursuant to
this Prospectus, any definitive proxy or information statement filed pursuant
to Section 14 of the Exchange Act in connection with any subsequent meetings
of shareholders and any reports filed pursuant to Section 15 of the Exchange
Act prior to any such termination of the offering of Shares, shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modified or superseded such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. In particular, reference is made to
the Company's Current Report on Form 8-K dated August 15, 1997, which includes
supplemental consolidated financial statements and the related management's
discussion and analysis of financial condition and results of operations of
the Company, giving effect to the acquisition of United Carolina Bancshares
Corporation, effected July 1, 1997 and accounted for as a pooling of
interests.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS
TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE HEREIN) ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST
BY ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED. REQUESTS FOR DOCUMENTS
SHOULD BE DIRECTED TO INVESTOR RELATIONS, BB&T CORPORATION, 223 WEST NASH
STREET, WILSON, NORTH CAROLINA 27893 OR TELEPHONE: (919) 246-4219.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of Shares by the
Selling Shareholders.
SELLING SHAREHOLDERS
The Shares being offered hereby by the Selling Shareholders were acquired
in connection with (i) the Company's acquisition on July 31, 1997 of the stock
of Refloat, Incorporated, a North Carolina corporation ("Refloat"), in
exchange for Common Stock of the Company, and (ii) Refloat's acquisition,
immediately following the Company's acquisition of the common stock of
Refloat, of the stock of Sheffield Financial Corp., a North Carolina
corporation, in exchange for Common Stock of the Company.
The following table sets forth, for each Selling Shareholder, the amount
of Common Stock of the Company owned, the number of shares of Common Stock
offered hereby and the number of shares of Common Stock of the Company to be
held after completion of this offering, and the nature of any position, office
or other material relationship that the Selling Shareholder has had within the
past three years with the Company or any of its predecessors or affiliates.
No Selling Shareholder owns 1% or more of the outstanding Common Stock.
Number of
Shares to be
Number of Number of Held after the
Shares Shares Completion of
Name Owned Offered Hereby this Offering Relationship with BB&T
Edward M. Armfield, Jr. 113,479 113,479 0 None
Ellison M. Armfield 113,479 113,479 0 None
Jean A. Sherrill 114,253 113,479 774 None
Von Jackson Snow 24,574 24,574 0 President of Sheffield Financial
Corp., a subsidiary of BB&T since
July 31, 1997, since April 1992
Carolyn S. Fuller 4,915 4,915 0 None
Mary McLean Armfield Sherrill 4,915 4,915 0 None
PLAN OF DISTRIBUTION
The Shares may be sold directly by the Selling Shareholders or by their
pledgees, donees, transferees or other successors in interest. Alternatively,
the Shares may be offered to or through brokers or dealers who may act solely
as agents, or who may acquire Shares as principals. The disposition of the
Shares will not include the use of special selling efforts or methods, and may
be effected in one or more transactions that may take place on the NYSE,
including block trades or ordinary broker's transactions, or through privately
negotiated transactions or sales to one or more broker-dealers for resale of
such securities as principals, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. Usual and customary or specifically negotiated brokerage fees or
commissions may be paid by these holders in connection with such sales. In
connection with such sales, the Selling Shareholders and any participating
brokers or dealers may be deemed "underwriters" as such term is defined in the
Securities Act.
No underwriter is otherwise being utilized in connection with this
offering. The Company has agreed to bear all expenses (other than commissions
or discounts of underwriters, dealers or agents, brokers' fees, state and
local transfer taxes, and fees and expenses of counsel or other advisors to
the Selling Shareholders) in connection with the registration of the Shares
being offered by the Selling Shareholders, estimated to be $19,000.
The Shares have been approved for listing on the NYSE.
RECENT DEVELOPMENTS
On May 1, 1997, BB&T announced an agreement to purchase the investment
banking firm Craigie Incorporated ("Craigie"), of Richmond, Virginia, for an
undisclosed amount. With offices in Richmond and Charlotte, North Carolina,
Craigie specializes in the origination, trading and distribution of
fixed-income securities and equity products in both the public and private
capital markets. Craigie's public finance department provides investment
banking services, financial advisory services and municipal bond financing to
a variety of regional tax-exempt issuers. The firm's corporate finance
department specializes in raising capital for corporate clients and has an
active mergers and acquisitions practice. Established in 1929, Craigie will
continue to operate as a subsidiary of BB&T. The acquisition is expected to
be completed during the third quarter of 1997 and is subject to the approval
of the appropriate regulators and the shareholders of Craigie.
On May 6, 1997, BB&T announced that it will acquire Virginia First
Financial Corporation ("VFFC"), of Petersburg, Virginia, in a transaction
valued at $148.4 million based on the closing price of the Common Stock of
$40.63 on May 5, 1997. VFFC, with approximately $817 million in assets,
operates 24 banking offices through its banking subsidiary, Virginia First
Savings Bank, and 12 mortgage loan production centers in Virginia and Maryland
under Virginia First Mortgage. Its primary businesses are retail banking and
mortgage banking. The acquisition, which is subject to the approval of the
shareholders of VFFC and federal and state banking regulators, is expected to
be completed by year end.
BB&T expects to continue to take advantage of the consolidation of the
financial services industry by further developing its franchise through the
acquisition of financial institutions. Such acquisitions may entail the
payment by BB&T of consideration in excess of the book value of the underlying
net assets acquired, may result in the issuance of additional shares of BB&T
capital stock or the incurring of an additional indebtedness by BB&T, and
could have a dilutive effect on the earnings or book value, per share, of
Common Stock. Moreover, such acquisitions sometimes result in significant
charges against earnings, although cost savings, especially incident to in-
market acquisitions, also are frequently anticipated.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon by Jerone
C. Herring, Executive Vice President and General Counsel of the Company. As of
the date of this Prospectus, Mr. Herring owned approximately 25,997 shares of
Common Stock.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
which are incorporated herein by reference from the Company's Current Report
on Form 8-K dated August 15, 1997, which restates the consolidated financial
statements that are incorporated herein by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 to reflect the
acquisition of United Carolina Bancshares Corporation by the Company during
1997, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm
as experts in giving said reports.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Estimated expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are as
follows:
Securities and Exchange Commission registration fee $ 6,046
Legal fees 7,500
Accounting fees 5,000
Miscellaneous expenses 454
Total $19,000
Item 15. Indemnification of Directors and Officers
Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act contain specific provisions relating to indemnification of
directors and officers of North Carolina corporations. In general, such
sections provide that: (i) a corporation must indemnify a director or officer
who is wholly successful in his defense of a proceeding to which he is a party
because of his status as such, unless limited by the articles of
incorporation, and (ii) a corporation may indemnify a director or officer if
he is not wholly successful in such defense, if it is determined as provided
by statute that the director or officer meets a certain standard of conduct,
provided when a director or officer is liable to the corporation or is
adjudged liable on the basis that personal benefit was improperly received by
him, the corporation may not indemnify him. A director or officer of a
corporation who is a party to a proceeding may also apply to a court for
indemnification, and the court may order indemnification under certain
circumstances set forth in statute. A corporation may, in its articles of
incorporation or bylaws or by contract or resolution of the board of
directors, provide indemnification in addition to that provided by statute,
subject to certain conditions.
The registrant's bylaws provide for the indemnification of any director
or officer of the registrant against liabilities and litigation expenses
arising our of his status as such, excluding: (i) any liabilities or
litigation expenses relating to activities which were at the time taken known
or believed by such person to be clearly in conflict with the best interest of
the registrant and (ii) that portion of any liabilities or litigation expenses
with respect to which such person is entitled to receive payment under any
insurance policy.
The registrant's articles of incorporation provide for the elimination of
the personal liability of each director of the registrant to the fullest
extent permitted by law.
The registrant maintains directors and officers liability insurance
which, in general, insures: (i) the registrant's directors and officers
against loss by reason of any of their wrongful acts and (ii) the registrant
against loss arising from claims against the directors and officers by reason
of their wrongful acts, all subject to the terms and conditions contained in
the policy.
Certain rules of the Federal Deposit Insurance Corporation limit the
ability of certain depository institutions, their subsidiaries and their
affiliated depository institution holding companies to indemnify affiliated
parties, including institution directors. In general, subject to the ability
to purchase directors and officers liability insurance and to advance
professional expenses under certain circumstances, the rules prohibit such
institutions from indemnifying a director for certain costs incurred with
regard to an administrative or enforcement action commenced by any federal
banking agency which results in a final order or settlement pursuant to which
the director is assessed a civil money penalty, removed from office,
prohibited from participating in the affairs of an insured depository
institution or required to cease and desist from or take an affirmative action
described in Section 8(b) of the Federal Deposit Insurance Act (12 U.S.C.
Section 1818(b)).
Item 16. Exhibits
The following documents are filed as exhibits to this registration
statement on Form S-3:
Exhibit No. Description
4(a) Articles of Incorporation of BB&T Corporation, as amended
(incorporated herein by reference to Exhibit No. 3(a) to the
registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996)
4(b) Articles of Amendment to Articles of Incorporation of BB&T
Corporation effective May 16, 1997, changing the name of the
registrant from "Southern National Corporation" to "BB&T
Corporation," incorporated by reference to Exhibit No. 3(b) to
the registrant's registration statement on Form S-3
(Registration No. 333-27755)
4(c) Bylaws of BB&T Corporation, as amended (incorporated herein by
reference to Exhibit No. 3.2 to the registrant's registration
statement on Form S-4 filed June 29, 1989 (Registration No.
33-29586) and Exhibit No. 3(c) to the registrant's
registration statement on Form S-4 filed May 6, 1997
(Registration No. 333-26545))
4(d) Rights Agreement, dated as of December 17, 1996, between BB&T
Corporation and Branch Banking and Trust Company, as Rights
Agent (incorporated herein by reference to Exhibit No. 1 of
the registrant's registration statement on Form 8-A dated
January 10, 1997)
5 Opinion of Jerone C. Herring, Esq.
23(a) Consent of Jerone C. Herring, Esq. (included in Exhibit 5)
23(b) Consent of Arthur Andersen LLP
24 Power of Attorney
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement; provided, however, that notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
cprospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Winston-Salem, State of
North Carolina, on September 18, 1997.
BB&T CORPORATION
By: /s/ Jerone C. Herring
Name: Jerone C. Herring
Title: Executive Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-3 has been signed by the following
persons in the capacities indicated on September 18, 1997.
/s/ John A. Allison IV* /s/ Scott E. Reed*
Name: John A. Allison IV Name: Scott E. Reed
Title: Chairman of the Board and Title: Senior Executive Vice
Chief Executive Officer President and Chief Financial
(principal executive officer) Officer
(principal financial officer)
/s/ Sherry A. Kellett* /s/ Paul B. Barringer*
Name: Sherry A. Kellett Name: Paul B. Barringer
Title: Executive Vice President Title: Director
and Controller
(principal accounting officer)
/s/ Alfred E. Cleveland* /s/ W. R. Cuthbertson, Jr.*
Name: Alfred E. Cleveland Name: W. R. Cuthbertson, Jr.
Title: Director Title: Director
/s/ Ronald E. Deal* /s/ A. J. Dooley, Sr.*
Name: Ronald E. Deal Name: A. J. Dooley, Sr.
Title: Director Title: Director
/s/ Joe L. Dudley, Sr.* /s/ Tom D. Efird*
Name: Joe L. Dudley, Sr. Name: Tom D. Efird
Title: Director Title: Director
/s/ O. William Fenn, Jr.* /s/ Paul s. Goldsmith*
Name: O. William Fenn, Jr. Name: Paul S. Goldsmith
Title: Director Title: Director
/s/ L. Vincent Hackley* /s/ Ernest F. Hardee*
Name: L. Vincent Hackley Name: Ernest F. Hardee
Title: Director Title: Director
/s/ Jane P. Helm* /s/ Richard Janeway, M.D.*
Name: Jane P. Helm Name: Richard Janeway, M.D.
Title: Director Title: Director
/s/ J. Ernest Lathem, M.D.* /s/ James H. Maynard*
Name: J. Ernest Lathem, M.D. Name: James H. Maynard
Title: Director Title: Director
/s/ Joseph A. McAleer, Jr.* /s/ Albert O. McCauley*
Name: Joseph A. McAleer, Jr. Name: Albert O. McCauley
Title: Director Title: Director
/s/ Dickson McLean, Jr.* /s/ Charles E. Nichols*
Name: Dickson McLean, Jr. Name: Charles E. Nichols
Title: Director Title: Director
/s/ L. Glenn Orr, Jr.* /s/ A. Winniett Peters*
Name: L. Glenn Orr, Jr. Name: A. Winniett Peters
Title: Director Title: Director
/s/ Richard L. Player, Jr.* /s/ C. Edward Pleasants, Jr.*
Name: Richard L. Player, Jr. Name: C. Edward Pleasants, Jr.
Title: Director Title: Director
/s/ E. Rhone Sasser*
Name: Nido R. Qubein Name: E. Rhone Sasser
Title: Director Title: Director
/s/ Jack E. Shaw* /s/ Harold B. Wells*
Name: Jack E. Shaw Name: Harold B. Wells
Title: Director Title: Director
Name: A. Tab Williams, Jr.
Title: Director
*By: /s/ Jerone C. Herring
Jerone C. Herring
Attorney-in-Fact