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 29, 1997
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)
(910) 733-2000
(Registrant's telephone number, including area code)
This Form 8-K has 5 pages.
ITEM 5. OTHER EVENTS
The purpose of this Current Report on Form 8-K is to announce
that BB&T Corporation has executed a difinitive agreement to acquire Life
Bancorp, Inc. of Norfolk, Va.
EXHIBIT INDEX
Exhibit 99.1 Announcement to acquire Life Bancorp, Inc. of Norfolk, Va.
October 29, 1997
BB&T Corporation announced today that a definitive agreement has been
executed to acquire Life Bancorp, Inc. (NASDAQ/NMS:LIFB) of Norfolk, Va., in a
stock transaction valued at $359.2 million, based on BB&T's closing price of
$54.88 on Tuesday, October 28. The acquisition will give BB&T the largest market
share of deposits in the Southside Hampton Roads area, which includes Norfolk,
Virginia Beach, Chesapeake, Portsmouth and Suffolk.
The transaction, approved by the boards of directors of both companies,
will be accounted for as a pooling of interest. Based upon BB&T's closing price
on October 28, the transaction is valued at $32.93 per share. The exchange will
be .58 shares of BB&T common stock, for each share of Life Bancorp common stock,
if BB&T stock is trading at $57 or higher. The exchange ratio may be increased,
in increments, to a maximum of .60 shares if BB&T's common stock price is
between $57 and $55, and below $55 will be fixed at .60 shares. Pricing will be
based on the average of BB&T's closing prices for a specific period prior to
closing the transaction.
Life Bancorp, with approximately $1.5 billion in assets, operates 20 full
service banking offices in Norfolk, Virginia Beach, Chesapeake, Portsmouth and
Suffolk through its banking subsidiary, Life Savings Bank, FSB. Its primary
businesses are retail banking and mortgage banking.
Under terms of the agreement, Life has granted BB&T an option to purchase
Life Bancorp common shares up to 19.9% of shares currently outstanding. The
option agreement is only exercisable under certain circumstances.
BB&T will have approximately $3.5 billion in assets and $2.3 billion in
deposits in Virginia following the merger. BB&T controls the largest share of
deposits in the Carolinas and is expected to acquire Virginia First Financial
Corporation of Petersburg, Va. by year end. Currently, BB&T operates 53 branches
in 26 cities and towns in Virginia.
The merger, which is subject to the approval of the shareholders of Life
Bancorp and the federal and state banking regulators, is expected to be
completed by spring 1998.
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.
BB&T CORPORATION
(Registrant)
By: /S/ SHERRY A. KELLETT
Sherry A. Kellett
Executive Vice President and Controller
(Principal Accounting Officer)
Date: October 29, 1997