SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 20, 2003
FIRST VIRGINIA BANKS, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 1-6580 54-0497561
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) Number)
6400 Arlington Boulevard
Falls Church, Virginia 22042-2336
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(Address of principal executive offices) (zip code)
(703) 241-4000
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
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First Virginia Banks, Inc. ("First Virginia") and BB&T Corporation
("BB&T") entered into an Agreement and Plan of Reorganization, dated as of
January 20, 2003 (the "Agreement"), pursuant to which First Virginia will merge
with and into BB&T (the "Merger"), with BB&T surviving the Merger. In the
Merger, each share of common stock, par value $1.00 per share, of First Virginia
("First Virginia Common Stock") outstanding immediately prior thereto will be
converted into the right to receive 1.26 shares of common stock, par value $5.00
per share, of BB&T ("BB&T" Common Stock"), with cash in lieu of fractional
shares of BB&T Common Stock. The transaction is expected to be treated as a
"reorganization" under Section 368(a) of the Internal Revenue Code of 1986, as
amended.
A copy of the press release of January 21, 2003, regarding the Merger
is attached as Exhibit 99.1 hereto and is hereby incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits.
99.1 Press release, dated January 21, 2003.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunder duly authorized.
FIRST VIRGINIA BANKS, INC.
By: /s/ Richard F. Bowman
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Name: Richard F. Bowman
Title: Executive Vice President, Treasurer and
Chief Financial Officer
Date: January 21, 2003
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EXHIBIT INDEX
99.1 Press release, dated January 21, 2003
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Exhibit 99.1
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[BB&T Logo]
BB&T Corporation
Public Relations
1100 Reynolds Blvd.
P.O. Box 1547
Winston-Salem, N.C.
27102-1547
Jan. 21, 2003
FOR IMMEDIATE RELEASE
CONTACTS:
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ANALYSTS
Tom A. Nicholson Scott E. Reed
Senior Vice President Senior Executive Vice President
Investor Relations Chief Financial Officer
(336) 733-3058 (336) 733-3088
MEDIA
Bob Denham Burney Warren
Senior Vice President Executive Vice President
Public Relations(336) 733-1002 Mergers & Acquisitions
(252) 321-3347
Richard F. Bowman
Chief Financial Officer
First Virginia Banks Inc.
(703) 241-3685
BB&T TO ACQUIRE FIRST VIRGINIA BANKS INC.
WINSTON-SALEM, N.C. - BB&T Corporation (NYSE: BBT) today said it plans to
buy First Virginia Banks Inc. (NYSE: FVB) of Falls Church, Va., in a $3.38
billion stock swap.
The merger - combining two of the country's highest performing bank
holding companies - would boost BB&T's assets to more than $91 billion and
create the nation's 11th largest financial institution. It would move BB&T from
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fifth to second in Virginia market share and bolster its presence in metro
Washington, D.C., Maryland and Tennessee.
First Virginia, with $11.2 billion in assets, is the parent company to
eight community banks and 364 branch offices - 298 in Virginia, 55 in Maryland
and 11 in northeast Tennessee.
The transaction, approved by the directors of both companies, is valued
at $47.09 per First Virginia share based on BB&T's closing price Friday of
$37.37. The exchange ratio will be fixed at 1.26 BB&T shares for each First
Virginia share. The merger, which is subject to regulatory and shareholder
approval, is expected to be completed in the third quarter.
"BB&T's acquisition strategy is to pursue very high quality banks and
thrifts that improve our financial performance and franchise value," said BB&T
Chairman and Chief Executive Officer John Allison. "We could not be more pleased
with the prospects of a merger with First Virginia, which clearly meets this
objective.
"Both institutions have produced outstanding operating results and have
solid capital positions, excellent credit quality, strong branch office networks
and very compatible operating philosophies. This merger will provide a great
opportunity to improve the operating efficiency of two already highly efficient
banks."
While First Virginia is BB&T's largest acquisition, Allison cited
BB&T's successful track record of larger merger integrations, including its 1995
merger-of-equals with Southern National Corporation ($8.8 billion in assets). He
also pointed to BB&T's acquisitions of United Carolina Bancshares ($4.4 billion
in assets) in 1997, One Valley Bancorp ($6.6 billion in assets) in 2000 and F&M
National Corporation ($4.2 billion in assets) in 2001.
First Virginia, with a long history of superior credit quality, is
ranked No. 1 in that key performance area among 50 regional and super-regional
financial institutions.
The largest and oldest bank holding company headquartered in Virginia,
it recorded its sixth consecutive year of record earnings per share in 2002. As
one of the highest performing financial institutions in the nation, First
Virginia exceeds industry and peer group averages in important performance
measures such as return on average assets (ROA) and return on average equity
(ROE).
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First Virginia is one of the top 25 auto finance providers in the
country through its subsidiary, First Virginia Credit Services Inc. With 14
offices from Florida to Pennsylvania, auto financing makes up about half of
First Virginia's loan portfolio. The merger would make BB&T one of the top 10
bank-owned auto finance companies in the country.
Like BB&T, First Virginia is organized as a series of community banks,
which allows for decision-making to be kept close to the customer. It operates
in some of the most economically attractive markets in the country, including
its headquarters in metro Washington, D.C., the nation's leader in per capita
income. The First Virginia acquisition would give BB&T nearly 10 percent of
deposit market share in metro Washington, solidifying its No. 4 ranking.
The acquisition would push BB&T to No. 2 in Virginia, which ranks
second in the nation in job growth. It would move BB&T to No. 7 in Maryland,
which ranks third in the nation in median household wealth. BB&T would move to
No. 10 in Tennessee. BB&T's goal is to be in the top five in deposit market
share in all of its markets.
First Virginia customers will be introduced to BB&T's strong
branch-based sales culture and its broad product and services line, including
insurance, mutual funds, trust, online banking, annuities, investment banking,
retail brokerage, treasury services, leasing and international banking.
"When you take a close look at our two companies, all you see is
compatibility," said First Virginia Chairman, President and Chief Executive
Officer Barry Fitzpatrick. "We're both well recognized for our community banking
structure, high performance and excellent credit quality.
"We're also both absolutely committed to highly personal client
service. And we both strongly believe in developing total financial
relationships with our clients through well-trained, focused employees."
Fitzpatrick will be named chief executive officer of BB&T's Virginia
operations. He will fill one of three new seats on the BB&T Corporation board of
directors and be named to its executive committee.
Two other current members of the First Virginia Banks Inc. board will
serve on the BB&T Corporation board while the remaining First Virginia Banks
board members will be offered seats on either the Branch Banking and Trust
Company or Branch Banking and Trust Company of Virginia boards.
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Winston-Salem-based BB&T Corporation operates more than 1,100 banking
offices in the Carolinas, Virginia, Maryland, West Virginia, Kentucky,
Tennessee, Georgia, Florida, Alabama, Indiana and Washington, D.C.
With $80.2 billion in assets as of Dec. 31, BB&T Corp. is the nation's
13th largest financial holding company. Barron's, a Dow Jones weekly, ranks BB&T
as the second highest performing financial institution in the country. More
information is available at www.BBandT.com.
ANALYSTS' WEBCAST: A webcast is scheduled for today at 9:30 a.m. EST to
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hear executives from BB&T and First Virginia discuss the details of the proposed
transaction. Visit www.BBandT.com and select "Presentations and Webcasts" from
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the Investor Relations page, or go directly to
http://www.firstcallevents.com/service/ajwz372818612gf12.html. A replay will be
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available at approximately 1 p.m. at the same address.
MEDIA CONFERENCE CALL: A news media conference call is scheduled for
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today at 11:30 a.m. EST. The phone number is (706) 634-1402. (No passcode is
required.) Executives from both companies will participate.
#
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS AS DEFINED BY
FEDERAL SECURITIES LAWS. THESE STATEMENTS MAY ADDRESS ISSUES THAT INVOLVE
SIGNIFICANT RISKS, UNCERTAINTIES, ESTIMATES AND ASSUMPTIONS MADE BY MANAGEMENT.
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM CURRENT PROJECTIONS.
PLEASE REFER TO BB&T's FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR A SUMMARY OF IMPORTANT FACTORS THAT COULD AFFECT BB&T'S
FORWARD-LOOKING STATEMENTS. BB&T UNDERTAKES NO OBLIGATION TO REVISE THESE
STATEMENTS FOLLOWING THE DATE OF THIS PRESS RELEASE.
BB&T's NEWS RELEASES ARE AVAILABLE AT NO CHARGE THROUGH PR NEWSWIRE'S
COMPANY NEWS ON-CALL FACSIMILE SERVICE. FOR A MENU OF BB&T'S NEWS RELEASES OR TO
RETRIEVE A SPECIFIC RELEASE CALL 1-800-758-5804, EXTENSION 809325.
THE FOREGOING MAY BE DEEMED TO BE OFFERING MATERIALS OF BB&T
CORPORATION IN CONNECTION WITH BB&T's PROPOSED ACQUISITION OF FIRST VIRGINIA
BANKS INC., ON THE TERMS AND SUBJECT TO THE CONDITIONS IN THE AGREEMENT AND PLAN
OF REORGANIZATION, DATED JAN. 20, 2003, BETWEEN BB&T AND FIRST VIRGINIA. THIS
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DISCLOSURE IS BEING MADE IN CONNECTION WITH REGULATION OF TAKEOVERS AND SECURITY
HOLDER COMMUNICATIONS (RELEASE NOS. 33-7760 AND 34-42055) ADOPTED BY THE
SECURITIES AND EXCHANGE COMMISSION ("SEC").
BB&T AND FIRST VIRGINIA SHAREHOLDERS AND OTHER INVESTORS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE INCLUDED IN THE
REGISTRATION STATEMENT ON FORM S-4, WHICH BB&T WILL FILE WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT BB&T, FIRST VIRGINIA, THE MERGER, THE PERSONS SOLICITING
PROXIES IN THE MERGER AND THEIR INTERESTS IN THE MERGER AND RELATED MATTERS.
AFTER IT IS FILED WITH THE SEC, THE JOINT PROXY STATEMENT/PROSPECTUS
WILL BE AVAILABLE FOR FREE, BOTH ON THE SEC WEB SITE (HTTP://WWW.SEC.GOV) AND
FROM BB&T AND FIRST VIRGINIA AS FOLLOWS:
ALAN W. GREER, SHAREHOLDER REPORTING, BB&T CORPORATION, P.O.
BOX 1290, WINSTON-SALEM, NC 27102. TELEPHONE: (336) 733-3021.
RICHARD F. BOWMAN, EXECUTIVE VICE PRESIDENT, TREASURER AND CHIEF
FINANCIAL OFFICER, FIRST VIRGINIA BANKS, INC., 6400 ARLINGTON BLVD., FALLS
CHURCH, VA 22042. TELEPHONE: (703) 241-3685.
IN ADDITION TO THE PROPOSED REGISTRATION STATEMENT AND JOINT PROXY
STATEMENT/PROSPECTUS, BB&T AND FIRST VIRGINIA FILE ANNUAL, QUARTERLY AND SPECIAL
REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SEC. YOU MAY READ AND
COPY ANY REPORTS, STATEMENTS OR OTHER INFORMATION FILED BY EITHER COMPANY AT THE
SEC'S PUBLIC REFERENCE ROOMS AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549
OR AT THE SEC'S OTHER PUBLIC REFERENCE ROOMS IN NEW YORK AND CHICAGO.
PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON THE
PUBLIC REFERENCE ROOMS. BB&T AND FIRST VIRGINIA FILINGS WITH THE SEC ARE ALSO
AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND ON THE
SEC WEB SITE AT HTTP://WWW.SEC.GOV.
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