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UNITED STATES
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
April 27, 2001
Date of Report (Date of earliest event recorded)
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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)
(336) 733-2000
(Registrant's Telephone Number, Including Area Code)
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This Form 8-K has 73 pages.
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ITEM 5. OTHER EVENTS
On January 7, 2001, BB&T Corporation ("BB&T") completed its merger with FCNB
Corp. ("FCNB") of Frederick, Maryland. To consummate the merger, FCNB's
shareholders received .725 shares of BB&T common stock in exchange for each
share of FCNB common stock held, resulting in the issuance of 8.7 million
shares of BB&T common stock.
The transaction was accounted for as a pooling of interests. Accordingly,
the consolidated financial statements (including notes to consolidated
financial statements) for the years ended December 31, 2000, 1999 and 1998 and
the supplemental financial information required by Industry Guide 3 contained
in BB&T's Annual Report on Form 10-K filed on March 16, 2001, restated for the
accounts of FCNB, are included in this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
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11 Computation of Earnings Per Share. Filed herewith as Note R. of the "Notes
to Consolidated Financial Statements."
23 Consent of Independent Public Filed herewith on page 4.
Accountants.
99.1 Report of Independent Public Filed herewith on page 6.
Accountants.
99.2 BB&T's restated audited financial Filed herewith beginning on Page 7.
statements and notes thereto,
including the accounts of FCNB.
99.3 BB&T's restated Securities Act Guide 3 Filed herewith beginning on page 55.
statistical disclosures, including the
accounts of FCNB.
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SIGNATURE
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)
/s/ Sherry A. Kellett
By: _________________________________
Sherry A. Kellett
Senior Executive Vice President
and Controller
(Principal Accounting Officer)
Date: April 27, 2001.
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