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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
September 3, 1999
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
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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)
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This Form 8-K has 65 pages.
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Item 5. Other Events
On July 9, 1999, BB&T Corporation ("BB&T") completed its merger with First
Citizens Corporation ("First Citizens") of Newnan, Georgia. On July 14, 1999,
BB&T completed its merger with Mason-Dixon Bancshares, Inc. ("Mason-Dixon") of
Westminster, Maryland. To consummate the merger with First Citizens, their
shareholders received 1.0789 shares of BB&T common stock in exchange for each
share of First Citizens common stock held, resulting in the issuance of 3.2
million shares of BB&T common stock. To complete the merger with Mason-Dixon,
its shareholders received 1.30 shares of BB&T common stock in exchange for
each share of Mason-Dixon common stock held, resulting in the issuance of 6.6
million shares of BB&T common stock. These transactions were accounted for as
poolings of interests. Accordingly, the consolidated financial statements
(including notes to consolidated financial statements), and supplemental
financial information contained in BB&T's Current Report on Form 8-K for the
years ended December 31, 1998, 1997 and 1996, restated for the accounts of
First Citizens and Mason-Dixon, are included in this Current Report on Form 8-
K. The restatement of First Citizens for 1998 involved converting their March
31 fiscal year end to a calendar year format consistent with BB&T's
presentation. Prior years' information is presented by combining the fiscal
year ends of First Citizens to BB&T's calendar year end. As a result,
information relating to First Citizens' activities during the period from
January 1, 1998, through March 31, 1998, has been summarized in the
Consolidated Statement of Changes in Shareholders' Equity.
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 6.
and notes thereto, including the accounts of
First Citizens and Mason-Dixon.
99.3 BB&T's restated Securities Act Guide 3 Filed herewith beginning on page 47.
statistical disclosures, including the accounts
of First Citizens and Mason-Dixon.
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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: September 3, 1999.
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