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)
August 27, 1998
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)
(336) 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 5. OTHER EVENTS
The purpose of this Current Report on Form 8-K is to announce that
BB&T Corporation ("BB&T") has executed a definitive agreement to acquire
MainStreet Financial Corporation ("MainStreet"), of Martinsville, Virginia.
EXHIBIT INDEX
Exhibit 99.1 Announcement to acquire MainStreet Financial Corporation.
BB&T Corporation ("BB&T") announced on August 27, 1998, that it will
acquire MainStreet Financial Corporation ("MainStreet") of Martinsville,
Virginia. The transaction will be effected through the exchange of 1.18 shares
of BB&T common stock for each share of MainStreet common stock. Based on BB&T's
closing price of $32.94 per share on Tuesday, August 25, 1998, the transaction
has a value of $38.87 per MainStreet common share, or $554.3 million. The
acquisition will significantly increase BB&T's presence in Virginia and
metropolitan Washington, D.C.
The transaction, approved by the Boards of Directors of BB&T and
MainStreet, will be accounted for as a pooling of interests.
Management projects that annual cost savings of approximately $15 million,
or 30% of MainStreet's expense base, will be realized after full integration of
MainStreet's operations into BB&T. It is currently estimated that approximately
$13 million in one-time charges will be incurred in conjunction with completing
the merger. Management projects the acquisition will be accretive to BB&T's
earnings per share in the first year after consummation.
MainStreet, with approximately $2 billion in assets, is the parent company
of 11 community banks located in markets in southwestern, central and northern
Virginia and metropolitan Washington, D.C., including Richmond, Lynchburg,
McLean, Arlington and College Park, Maryland. It operates 46 banking offices in
Virginia and three banking offices in Maryland. MainStreet's common stock is
traded on the NASDAQ National Market System under the trading symbol MSBC.
The acquisition, which is subject to the approval of the shareholders of
MainStreet and regulatory authorities, is expected to be completed in the first
quarter of 1999.
BB&T, a multi-bank holding company with $32.1 billion in assets, operates
512 banking offices in the Carolinas, Virginia, Maryland and Washington, D.C.
BB&T common stock is listed on the New York Stock Exchange under the trading
symbol BBK.
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: /S/ SHERRY A. KELLETT
Sherry A. Kellett
Senior Executive Vice President and
Controller (Principal Accounting Officer)
Date: August 27, 1998