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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
November 17, 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
North Carolina 56-0939887
(State of Incorporation) (I.R.S. Employer Identification No.)
200 West Second Street
Winston-Salem, North Carolina 27101
(Address of Principal Executive Offices) (Zip Code)
(336) 733-2000
(Registrant's Telephone Number, Including Area Code)
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This Form 8-K has xx pages.
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Item 5. Other Events
The purpose of this Current Report on Form 8-K is to announce that BB&T
Corporation ("BB&T") has entered into a definitive agreement to acquire Hardwick
Holding Company ("Hardwick"), of Dalton, Georgia, and to file certain analyst
presentation materials related to this transaction as Exhibit 99.1.
BB&T will acquire Hardwick in a $138.7 million stock swap that will give
BB&T its fourth Georgia bank.
Hardwick, with $518.3 million in assets, operates nine banking offices in
northwest Georgia. Its two banking subsidiaries are Hardwick Bank & Trust and
First National Bank of Northwest Georgia.
Hardwick Bank & Trust serves Whitfield County. First National Bank of
Northwest Georgia does business in Gordon County under the name, Calhoun First
National Bank, and in Bartow County under the name, Peoples First National Bank.
The transaction is valued at $32.94 per Hardwick share based on BB&T's
November 15, 1999 closing price of $36.56 per share. The final exchange ratio
will be determined based on the average closing price of BB&T common stock
during a pricing period prior to closing. The ratio will be fixed at .9010 BB&T
share for each Hardwick share if BB&T's closing price averages $36 or higher.
The ratio will be fixed at .9320 BB&T share for each Hardwick share if BB&T's
closing price averages $33.50 or lower. If BB&T's closing price averages between
$36 and $33.50, the exchange ratio will float between .9010 and .9320 share of
BB&T for each Hardwick share.
The transaction, approved by the directors of both companies, will be
accounted for as a pooling of interests. The acquisition will increase BB&T's
Georgia assets to $4.6 billion.
Hardwick Chairman and CEO Kenneth Boring will serve on BB&T's Georgia
advisory board and North Carolina bank board.
The merger, which is subject to the approval of Hardwick shareholders and
banking regulators, is expected to be completed in the second quarter of 2000.
Item 7. Exhibits
99.1 Analyst Presentation Materials
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)
By: /s/ Sherry A. Kellett
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Sherry A. Kellett
Senior Executive Vice President and Controller
(Principal Accounting Officer)
Date: November 17, 1999.