Filed by FloridaFirst Bancorp, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No.: 000-32139
Subject Company: FloridaFirst Bancorp, Inc.
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Oct. 3, 2002
FOR IMMEDIATE RELEASE
Contacts:
ANALYSTS
Tom A. Nicholson Scott Reed
Senior Vice President Senior Executive Vice President
Investor Relations Chief Financial Officer
(336) 733-3058 (336) 733-3088
MEDIA
Bob Denham Burney Warren Kerry P. Charlet
Senior Vice President Executive Vice President Chief Financial Officer
Public Relations Mergers and Acquisitions FloridaFirst Bancorp
(336) 733-1002 (252) 321-3347 (863) 688-6811
BB&T to acquire FloridaFirst Bancorp of Lakeland, Fla.
WINSTON-SALEM, N.C. - Building on its new presence in Florida, BB&T
Corporation (NYSE: BBT) today said it plans to buy Lakeland-based FloridaFirst
Bancorp Inc. (NASDAQ: FFBK) in a $134.8 million transaction.
FloridaFirst Bancorp is the parent company of FloridaFirst Bank, an $812
million thrift with 18 full- service offices in Polk, Manatee, Highlands and
Sumter counties in central Florida and along the west central coast.
FloridaFirst shareholders may elect one of the following three options for
the exchange of their shares:
1.) .66 of a share of BB&T stock; or
2.) .363 of a share of BB&T stock plus $11.25 in cash; or
3.) $25 in cash. This option is subject to a maximum aggregate cash
amount in the overall transaction equal to $11.25 per share multiplied
by the shares outstanding as of the closing date. If this maximum cash
amount would be exceeded, some portion of the cash would be converted
to stock, which could result in a per share value of less than $25.
The transaction, approved by the directors of both companies, is valued at
$23.85 per FloridaFirst share based upon the cash/stock election (option No. 2
above) and BB&T's closing price Wednesday of $34.70.
MORE
"We're committed to building a strong presence in Florida, one of the
nation's fastest growing and most economically attractive states," said BB&T
Chairman and Chief Executive Officer John Allison. "This acquisition pushes us
closer to that goal by providing entry into the robust Bradenton, Winter Haven
and Lakeland markets.
"FloridaFirst Bank is a community financial institution that focuses on
excellent credit quality and client service, and has a very visible presence in
the markets it serves."
Florida was one of the three fastest growing states in the nation from 1990
to 2000. More jobs were created in Florida in 2001 than any other state in the
nation. In 2000, the state ranked first in the Southeast and fourth in the
nation in total personal income.
The announcement comes nearly three weeks after BB&T completed its
acquisition of Tallahassee, Fla.-based Regional Financial Corporation, parent
company of real estate lender First South Bank. The First South acquisition,
BB&T's first in Florida, established a foothold in Tallahassee and the Florida
Panhandle, Jacksonville, and along the Gulf Coast from Beverly Hills to Naples.
The FloridaFirst acquisition would expand that presence into central
Florida's "High Tech Corridor" along Interstate 4 in Polk County. FloridaFirst
operates offices in Avon Park, Bradenton, Lakeland, Sebring, Wildwood and Winter
Haven. It holds the No. 4 deposit market share in its four-county area.
FloridaFirst customers in those markets 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.
"For some time now, we've had a clear-cut goal of becoming the leading
community bank in central Florida," said Gregory C. Wilkes, president and chief
executive officer of FloridaFirst Bancorp. "One of the great things about this
merger is that BB&T's unique community banking structure will give us the
autonomy to continue toward that goal by serving our clients in the same
attentive manner they've grown accustomed to.
"The fact that BB&T is known throughout the industry for its highly
client-focused approach to doing business makes this an even better fit."
FloridaFirst branches will become part of BB&T's Florida banking
operations. BB&T divides its 11-state banking network into autonomous regions
which operate like community banks. Nearly all decisions are made locally, close
to the customer.
BB&T also will create an area advisory board for central Florida.
FloridaFirst board members will be asked to serve on the new BB&T board.
The merger, which is subject to regulatory and FloridaFirst shareholder
approval, is expected to be completed in the first quarter of 2003.
MORE
BB&T on Sept. 27 said it would acquire Equitable Bank of Wheaton, Md., in a
$52.6 million stock swap. On Tuesday, it announced plans to buy a
Tallahassee-based insurance agency.
Winston-Salem-based BB&T Corporation operates more than 1,100 banking
offices in the Carolinas, Georgia, Virginia, Maryland, West Virginia, Kentucky,
Tennessee, Florida, Alabama, Indiana and Washington, D.C.
With $76.3 billion in assets as of June 30, BB&T Corp. is the nation's 14th
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.
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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 FloridaFirst Bancorp, on the
terms and subject to the conditions in the Agreement and Plan of Reorganization,
dated Oct. 2, 2002, between BB&T and FloridaFirst. This 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").
Shareholders of FloridaFirst and other investors are urged to read the
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, FloridaFirst,
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 proxy statement/prospectus will be
available for free, both on the SEC web site (http://www.sec.gov) and from BB&T
and FloridaFirst as follows:
Alan W. Greer, Shareholder Reporting, BB&T Corporation, P.O. Box 1290,
Winston-Salem, NC, 27102. Telephone: (336) 733-3021.
Kerry P. Charlet, CFO and head of Investor Relations, FloridaFirst Bancorp,
205 E. Orange St., Lakeland, FL 33801. Telephone: (863) 688-6811.
In addition to the proposed registration statement and proxy
statement/prospectus, BB&T and FloridaFirst 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 FloridaFirst filings with the SEC are also available
to the public from commercial document-retrieval services and on the SEC's web
site at http://www.sec.gov.