- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT ---------------- Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 28, 2000 Date of Report (Date of earliest event recorded) 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 27101 Winston-Salem, North Carolina (Zip Code) (Address of Principal Executive Offices) (336) 733-2000 (Registrant's Telephone Number, Including Area Code) ---------------- This Form 8-K has 67 pages. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 5. Other Events On January 13, 2000, BB&T Corporation ("BB&T") completed its merger with Premier Bancshares, Inc., ("Premier") of Atlanta, Georgia. To consummate the merger with Premier, their shareholders received .5155 shares of BB&T common stock in exchange for each share of Premier common stock held, resulting in the issuance of 16.8 million shares of BB&T common stock. This transaction was accounted for as a pooling of interests. Accordingly, the consolidated financial statements (including notes to consolidated financial statements), and supplemental financial information contained in BB&T's Annual Report on Form 10-K for the years ended December 31, 1999, 1998 and 1997, restated for the accounts of Premier, are included in this Current Report on Form 8-K. Item 7. Financial Statements and Exhibits Exhibit Description 11 Computation of Earnings Per Share. Filed herewith as Note R. of the "Notes to Consolidated Financial Statements." 23 Consent of Independent Public Accountants. Filed herewith on page 4. 27 Financial Data Schedule. Filed herewith as an exhibit to the electronically filed document as required. 99.1 Report of Independent Public Accountants. Filed herewith on page 5. 99.2 BB&T's restated audited financial statements Filed herewith beginning on page 7. and notes thereto, including the accounts of Premier. 99.3 BB&T's restated Securities Act Guide 3 Filed herewith beginning on page 49. statistical disclosures, including the accounts of Premier. 2 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 28, 2000. 3