Expires August 31, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): JANUARY 3, 1997
FIDELITY FINANCIAL BANKSHARES CORPORATION
Exact name of registrant as specified in its charter
UNITED STATES 0-26196 54-1746028
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(State of other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No)
2809 EMERYWOOD PARKWAY, SUITE 5OO, RICHMOND, VIRGINIA 23294
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804)756 0200
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Not Applicable
(Former name or former address, if changed since last report
Exhibit Index on Page 2
Page 1 of 2 Pages
Item 2. Acquisition or Disposition of Assets
On August 22, 1996 the Registrant and Southern National Corporation
("SNC") entered into a definitive agreement, whereby SNC will acquire the
Registrant in a stock transaction valued at $59.4 million based on the closing
price of SNC's common stock on August 21, 1996. On or about January 3, 1997 the
Registrant and SNC entered into an Amended and Restated Agreement and Plan of
Reorganization, dated as of December 17, 1996, which provided for certain
amendments to the original Agreement and Plan of Reorganization entered into on
August 22, 1996. These amendments include (a) a change in the accounting
treatment for the merger from pooling of interests to purchase accounting, (b)
the designation of certain directors of Registrant to serve as directors of BB&T
Financial Corporation of Virginia, a wholly owned subsidiary of SNC, (c) the
indemnification of directors and officers of Fidelity Federal Savings Bank, a
wholly owned subsidiary of the Registrant, and (d) certain other minor changes
necessary in order to give effect to the interest of the parties.
SNC is the seventh largest bank holding company in the Southeast with $20.6
billion in assets. It operates 428 branches in 219 cities and towns through its
banking subsidiaries in North Carolina (Branch Banking and Trust Company), South
Carolina (Branch Banking and Trust Company of South Carolina) and Virginia
(Branch Banking and Trust Company of Virginia).
Item 7. Exhibits
(c) The following exhibits are filed with this report:
Number Description
2 Amended and Restated Agreement and Plan of Reorganization dated as of
December 17, 1996
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.
Fidelity Financial Bankshares Corporation
DATE: January 17, 1997 By: /s/ BARRY D. CRAWFORD. PRESIDENT
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Barry D. Crawford, President