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UNITED STATES
SECURITIES AND EXCAHNGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
JANUARY 27, 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 38 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 First
Citizens Corporation of Newnan, Georgia ("First Citizens") and to file certain
analyst presentation materials related to this transaction as Exhibit 99.1.
The acquisition of First Citizens (OTC:FSTC) will represent BB&T's
first entry into the state of Georgia and move BB&T into the metropolitan
Atlanta area, a rapidly growing region with a population of 3.14 million people.
Atlanta is the largest metropolitan statistical area in the Southeast and is a
major financial center in the Eastern United States.
The transaction, approved by the boards of directors of both companies,
is expected to be accounted for as a pooling of interests. First Citizens'
shareholders will receive 1.0789 BB&T shares for each First Citizens share held.
Based on BB&T's January 25, 1999 closing price, First Citizens' shareholders
will receive BB&T common stock with an indicated market value of $40.53 per
share for each First Citizens' share, which translates to a total indicated
market value applicable to the transaction of $125.9 million.
First Citizens, with $421 million in assets, operates 13 banking
offices and one mortgage loan office in south metro Atlanta.
First Citizens operates through its three subsidiaries: First Citizens
Bank, Newnan, First Citizens Bank of Fayette County and First Citizens Bank of
Clayton County. The corporation also owns mortgage banking and real estate
development subsidiaries. Its market area includes Coweta, Fayette, Henry,
Clayton and Troup counties.
The merger, which is subject to the approval of the First Citizens
shareholders and banking regulators, is expected to be completed in the third
quarter of 1999.
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: January 27, 1999.