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.
BB&T BB&T Corporation
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Public Relations
1100 Reynolds Blvd.
P.O. Box 1547
Winston-Salem, N.C. 27102-1547
Oct. 31, 2002
FOR IMMEDIATE RELEASE
Contacts:
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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 and FloridaFirst Bancorp Terminate Merger Agreement - BB&T to File for
Regulatory Clearance for Offer
WINSTON-SALEM, N.C. - BB&T Corporation (NYSE: BBT) and FloridaFirst
Bancorp Inc. (NASDAQ: FFBK) jointly announced that the agreement entered into on
October 2, 2002 has been terminated in response to comments received from the
Office of Thrift Supervision ("OTS").
As previously disclosed, the merger transaction was subject to
regulatory approval. The institutions were notified by the OTS that prior
approval to enter into a merger agreement by the agency was necessary under OTS
regulations concerning the acquisition of a saving and loan holding company
within three years of a conversion from mutual to stock form. FloridaFirst,
whose thrift subsidiary converted to stock form and reorganized into a mutual
holding company structure in April 1999, completed its second stage conversion
to a full stock company in December 2000.
"We are disappointed with this result, but accept the OTS position on
this matter, and we are taking the necessary steps to comply with it," said John
A. Allison, BB&T's Chairman and Chief Executive Officer. "We hope to be in a
position to pursue a transaction assuming receipt of OTS approval." BB&T plans
to file the required application by Monday to seek approval from the OTS.
"We at FloridaFirst were committed to the proposed transaction with
BB&T. We believe that this transaction was in the best interests of our
employees, customers and shareholders and hope that we will be able to pursue a
transaction following receipt by BB&T of OTS approval," said Greg Wilkes,
President and Chief Executive Officer of FloridaFirst.
MORE
Under its regulations, the OTS has 30 days to act on the required
application once it deems the application complete. The agency may ask for
additional information once the initial application is filed. The overall
process may take up to 90 days or longer to complete. While the OTS has approved
applications of this type in the past, there is no assurance as to whether or
when this application will be approved.
Lakeland-based FloridaFirst has $812 million in assets and operates 18
offices in a four county area of Central Florida.
Winston-Salem-based BB&T Corporation, with $76.3 billion in assets,
operates more than 1,100 banking offices in the Carolinas, Georgia, Virginia,
Maryland, West Virginia, Kentucky, Tennessee, Florida, Alabama, Indiana and
Washington, D.C.
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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.
Factors that could affect these forward-looking statements include the
timing of the filing of BB&T's section 563b.525 application and the
administrative discretion of the OTS in processing and approving or denying, the
application. Neither BB&T nor FloridaFirst undertakes any 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.
FloridaFirst's news releases are available at no charge through FloridaFirst's
Website at www.floridafirstbank.com.