As filed with the Securities and Exchange Commission on July 25, 1994
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BB&T FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
North Carolina 56-1056232
(State of Incorporation) (IRS Employer Identification No.)
223 West Nash Street, Wilson, North Carolina 27894-1847
(Address of principal executive offices)
SAVINGS AND THRIFT PLAN FOR THE EMPLOYEES OF
BRANCH BANKING AND TRUST COMPANY
(Full title of the Plan)
Scott E. Reed
Senior Executive Vice President
BB&T Financial Corporation
223 West Nash Street
Post Office Box 1847
Wilson, North Carolina 27894-1847
(919) 399-4291
(Name, address, and telephone number of agent for service)
Copies to:
M. Guy Brooks, III, Esq. Jerone C. Herring, Esq.
Poyner & Spruill, L.L.P. Vice President and Secretary
Post Office Box 10096 BB&T Financial Corporation
Raleigh, North Carolina 27605-0096 223 West Nash Street
(919) 783-2878 Post Office Box 1847
Wilson, North Carolina 27894-1847
(919) 399-4370
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee
- ------------------------------------------------------------------------------------------------------
Common Stock 1,500,000 $ 30.50 $ 45,750,000 $ 15,774.60
($2.50 par value shares
per share)
- ------------------------------------------------------------------------------------------------------
(1) Plus such additional number of shares as may be required under the Plan in
the event of a stock dividend, split-up of shares, recapitalization, or other
similar change in the Common Stock. In addition, pursuant to Rule 416(c) under
the Securities Act of 1933, this Registration Statement also covers an
indeterminable amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee, upon the basis of the average of the high and low prices of
the Common Stock as reported on the NASDAQ National Market System on July 20,
1994.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
This Registration Statement relates to the registration of 1,500,000
shares of the Common Stock, $2.50 par value per share, of BB&T Financial
Corporation (the "Registrant") reserved for issuance and delivery under the
Savings and Thrift Plan for the Employees of Branch Banking and Trust Company
(the "Plan"). In addition, this Registration Statement also relates to the
registration of an indeterminable amount of interests to be offered or sold
pursuant to the Plan. The contents of the Registrant's previous Form S-8
Registration Statement filed on November 18, 1988 relating to the Plan are
incorporated by reference in this Registration Statement. Documents containing
the information specified in Part I of Form S-8 will be sent or given to
employees under the Plan as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
Item 2. Registrant Information and Employee Plan Annual Information.
See response to Item 1 above.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for its fiscal year ended
December 31, 1993.
(b) The Registrant's Quarterly Report on Form 10-Q for its quarter ended
March 31, 1994.
(c) The Registrant's Current Reports on Form 8-K dated January 10, 1994
and February 4, 1994.
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed with the Commission under
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the
purpose of updating such description.
(e) The Plan's Annual Report on Form 11-K for its fiscal year ended
December 31, 1993.
1
Any information included or incorporated by reference in the Registrant's
Annual Report on Form 10-K for its fiscal year ended December 31, 1993 in
response to Items 402(a)(8), (i), (k), or (l) of Regulation S-K of the
Commission is not incorporated herein and is not part of this Registration
Statement.
All documents subsequently filed by the Registrant and the Plan pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby will be passed
upon for the Registrant by Jerone C. Herring, Esquire, Vice President and
Secretary of the Registrant.
Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the General Statutes of North Carolina
provide for indemnification of directors, officers, employees, and agents of a
North Carolina corporation. Subject to certain exceptions, a corporation may
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if (i) he conducted
himself in good faith; and (ii) he reasonably believed (a) in the case of
conduct in his official capacity with the corporation, that his conduct was in
its best interests and (b) in all other cases, that his conduct was at least not
opposed to its best interests; and (iii) in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. Moreover,
unless limited by its articles of incorporation, a corporation must indemnify a
director who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in connection with the
proceeding. Expenses incurred by a director in defending a proceeding may be
paid by the corporation in advance of the final disposition of such proceeding
as authorized by the board of directors in the specific case or as authorized or
required under any provision in the articles of incorporation or bylaws or by
any applicable resolution or contract upon receipt of an undertaking by or on
behalf of a director to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation against
2
such expenses. A director may also apply for court-ordered indemnification
under certain circumstances.
Unless a corporation's articles of incorporation provide otherwise, (i) an
officer of a corporation is entitled to mandatory indemnification and is
entitled to apply for court-ordered indemnification to the same extent as a
director; (ii) the corporation may indemnify or advance expenses to an officer,
employee, or agent of a corporation to the same extent as to a director; and
(iii) a corporation may also indemnify or advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.
In addition and separate and apart from the indemnification rights
discussed above, the above-cited statutes further provide that a corporation
may, in its articles of incorporation or bylaws, or by contract or resolution,
indemnify or agree to indemnify any one of its directors, officers, employees,
or agents against liability and expenses in any proceeding (including without
limitation a proceeding brought by or on behalf of the corporation itself)
arising out of their status as such or their activities in any of the foregoing
capacities; provided, however, that a corporation may not indemnify or agree to
indemnify a person against liability or expenses he may incur on account of his
activities which were at the time taken known or believed by him to be clearly
in conflict with the best interests of the corporation. A corporation may
likewise and to the same extent indemnify or agree to indemnify any person who,
at the request of the corporation, is or was serving as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise or as a trustee or
administrator under an employee benefit plan. Any such provision for
indemnification may also include provisions for recovery from the corporation of
reasonable costs, expenses, and attorneys' fees in connection with the
enforcement of rights to indemnification and may further include provisions
establishing reasonable procedures for determining and enforcing the rights
granted therein.
The Registrant's Articles of Incorporation provide for the indemnification
of directors to the fullest extent authorized by North Carolina law as it exists
or may hereafter be amended. A director shall not be personally liable for any
monetary damages relating to a breach of duty as a director to the Registrant,
its stockholders, or otherwise.
Article VIII of the Registrant's Bylaws provides for indemnification of
Registrant's directors, officers, employees or agents against certain expenses,
including attorneys' fees, and payments made in satisfaction of judgments, money
decrees, fines and penalties for which they may become liable in such and other
fiduciary capacities, exclusive of indemnification for certain activities
involving criminal misconduct or clearly in conflict with the best interest of
the Registrant.
The Registrant carries insurance for the purpose of providing
indemnification to its directors and certain officers with American Casualty
Company of Reading, Pennsylvania, a CNA Company, with liability limited to
$15,000,000 each policy year. The policy provides coverage for the Registrant
for loss and expense it might incur in indemnifying its directors and certain
officers for defense of certain claims against these directors or officers in
their capacity as such with a deductible of $1,000,000 in the aggregate for each
loss under this
3
coverage. The Registrant also carries excess indemnification insurance coverage
with Federal Insurance Company, a member of the Chubb Group, which provides an
additional $5,000,000 of coverage for providing indemnification to the
Registrant's directors and certain officers.
The indemnification provisions in the Registrant's Articles of
Incorporation and Bylaws may be sufficiently broad to permit indemnification of
the Registrant's officers and directors for liabilities arising under the 1933
Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description Reference
----------- ----------- ---------
4.1 Definitive Form of Certificate Incorporated
for the Registrant's Common by Reference
Stock, $2.50 par value
(incorporated by reference to the
identified exhibit under the
Registrant's Registration Statement
on Form S-14 (File No. 2-68274)
filed with and declared effective by
the Commission on August 5, 1980).
4.2 Excerpts from the Registrant's Incorporated
Bylaws (Article II, Sections 8 and by Reference
9) relating to rights of holders
of the Registrant's Common Stock
(incorporated by reference to the
identified exhibit under the
Registrant's Registration Statement
on Form S-8 (File No. 2-91779)
filed with the Commission on June 20,
1984 and effective on July 10, 1984).
4.3 Savings and Thrift Plan for the Filed herewith
Employees of Branch Banking and
Trust Company and related Trust
Agreement.
5 Opinion of Jerone C. Herring, Filed herewith
Esq., Vice President and
Secretary of the Registrant.
24.1 Consent of Jerone C. Herring, Filed herewith
Esq., Vice President and
4
Secretary of the Registrant
(included in Exhibit 5).
24.2 Consent of KPMG Peat Marwick, Filed herewith
certified public accountants.
25 Power of Attorney from Certain Filed herewith
Directors and Officers of the
Registrant.
In reference to Exhibit 5, the Registrant undertakes that it will submit
or has submitted the Plan and any amendment thereto to the Internal Revenue
Service (the "IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply
-----------------
if the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
5
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
6
SIGNATURES AND POWER OF ATTORNEY
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wilson, State of North Carolina, on the 25th
day of July, 1994.
BB&T Financial Corporation
Registrant
By: /s/ Jerone C. Herring
---------------------------------
Jerone C. Herring, Vice President
Power of Attorney. Each person whose signature appears below appoints John
A. Allison IV, Scott E. Reed, and Jerone C. Herring, or any one of them, as
attorney-in-fact to execute in their respective names on their behalf
individually, and in each capacity stated below, the Registration Statement and
one or more amendments (including post-effective amendments) to the Registration
Statement as the attorney-in-fact and to file any such Registration Statement
and any amendment to the Registration Statement with the Securities and Exchange
Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
* Chairman of the Board,
- -------------------------- Chief Executive Officer,
John A. Allison IV and Director (Principal
Executive Officer)
* Senior Executive Vice
- -------------------------- President and Treasurer
Scott E. Reed (Principal Financial and
Accounting Officer)
* Director
- --------------------------
Joseph B. Alala, Jr.
* Director
- --------------------------
W. Watson Barnes
* Director
- --------------------------
Paul B. Barringer
* Director
- --------------------------
Robert L. Brady
7
* Director
- --------------------------
W. G. Clark III
* Director
- --------------------------
Jesse W. Corbett, Jr.
Director
- --------------------------
W. R. Cuthbertson, Jr.
* Director
- --------------------------
Fred H. Deaton, Jr.
* Director
- --------------------------
Joe L. Dudley, Sr.
* Director
- --------------------------
Tom D. Efird
* Director
- --------------------------
O. William Fenn, Jr.
* Director
- --------------------------
James E. Heins
* Director
- --------------------------
Raymond A. Jones, Jr.
* Director
- --------------------------
Kelly S. King
* Director
- --------------------------
David R. LaFar III
* Director
- --------------------------
J. Ernest Lathem, M.D.
* Director
- --------------------------
James H. Maynard
* Director
- --------------------------
A. Winniett Peters
* Director
- --------------------------
Richard L. Player, Jr.
8
* Director
- --------------------------
Larry J. Waggoner
* Director
- --------------------------
Henry G. Williamson, Jr.
* Director
- --------------------------
William B. Young, M.D.
*By: /s/ Jerone C. Herring July 25, 1994
---------------------
Jerone C. Herring
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Wilson, State of
North Carolina, on the 25th day of July, 1994.
SAVINGS AND THRIFT PLAN FOR THE
EMPLOYEES OF BRANCH BANKING &
TRUST COMPANY
By: BRANCH BANKING & TRUST COMPANY,
AS TRUSTEE
By:/s/ J.D. Adams
-------------------------------------
J.D. Adams, Senior Vice President
9
EXHIBIT INDEX
Exhibit No. Description Reference
- ----------- ----------- ---------
4.1 Definitive Form of Certificate Incorporated
for the Registrant's Common by Reference
Stock, $2.50 par value
(incorporated by reference to the
identified exhibit under the
Registrant's Registration Statement
on Form S-14 (File No. 2-68274)
filed with and declared effective
by the Commission on August 5, 1980).
4.2 Excerpts from the Registrant's Incorporated
Bylaws (Article II, Sections 8 by Reference
and 9) relating to rights of
holders of the Registrant's
Common Stock (incorporated by
reference to the identified
exhibit under the Registrant's
Registration Statement on Form
S-8 (File No. 2-91779) filed
with the Commission on June 20,
1984 and effective on July 10,
1984).
4.3 Savings and Thrift Plan for the Filed herewith
Employees of Branch Banking &
Trust Company and related Trust
Agreement.
5 Opinion of Jerone C. Herring, Filed herewith
Esq., Vice President and
Secretary of the Registrant.
24.1 Consent of Jerone C. Herring, Included in
Esq., Vice President and Exhibit 5
Secretary of the Registrant
(included in Exhibit 5).
24.2 Consent of KPMG Peat Marwick, Filed herewith
certified public accountants.
Exhibit No. Description Reference
----------- ----------- ---------
25 Power of Attorney from Certain Filed herewith
Directors and Officers of the
Registrant.