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 DATE OF REPORT (DATE OF EARLIEST EVENT RECORDED) AUGUST 15, 1997 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 (Zip Code) Executive Offices) (910) 733-2000 (Registrant's Telephone Number, Including Area Code) This Form 8-K has 52 pages. ITEM 5. OTHER EVENTS On July 1, 1997, BB&T Corporation ("BB&T", formerly Southern National Corporation) completed its acquisition of United Carolina Bancshares Corporation ("UCB") of Whiteville, North Carolina. The transaction was accounted for as a pooling of interests in which UCB shareholders received 1.135 shares of BB&T common stock in exchange for each share of UCB common stock held resulting in the issuance of 27.7 million shares of BB&T common stock. 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 year ended December 31, 1996, restated for the accounts of UCB, are included in this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT DESCRIPTION 11 Statement re Computation of Earnings Per Share. Filed herewith on page 52. 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 3. 99.2 BB&T's restated audited financial statements and notes thereto, including the Filed herewith beginning on accounts of UCB. page 4. 99.3 BB&T's restated Securities Act Guide 3 statistical disclosures, including the Filed herewith beginning on accounts of UCB. page 37. 1 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 Sherry A. Kellett EXECUTIVE VICE PRESIDENT AND CONTROLLER (PRINCIPAL ACCOUNTING OFFICER) Date: August 15, 1997 2