SECURITIES AND EXCHANGE 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
Date of Report: May 6, 1997
(Date of earliest event reported)
VIRGINIA FIRST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Virginia 0-28408 54-1678497
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Franklin and Adams Streets 23804-2009
Petersburg, Virginia (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(804) 733-0333
Item 5. Other Events.
On May 6, 1997, Virginia First Financial Corporation, a Virginia
corporation (the "Registrant"), Southern National Corporation, the name of which
is to be changed to BB&T Corporation, a North Carolina corporation ("SNC"), and
BB&T Financial Corporation of Virginia, a Virginia corporation and wholly-owned
subsidiary of SNC ("BB&T"), entered into an Agreement and Plan of Reorganization
and a related Plan of Merger (the "Merger Agreement"), pursuant to which the
Registrant will be merged with and into BB&T, with BB&T as the surviving
corporate entity (the "Merger").
Under the terms of the Merger Agreement, each share of the Registrant's
common stock ("VFFC Common Stock") issued and outstanding immediately prior to
the consummation of the Merger will be converted into and will represent the
right to receive both shares of the common stock of SNC ("SNC Common Stock") and
cash (collectively, the "Merger Consideration"). Based upon certain price
protection features in the Merger Agreement, the value of the Merger
Consideration (based on the Closing Value of SNC Common Stock, as that term is
defined in the Merger Agreement) will not be less than $22.50 and will not be
more than $25.00. If the Closing Value of SNC Common Stock is less than $30.00,
the Registrant can elect to receive Merger Consideration with a value (based on
the Closing Value of SNC Common Stock) less than $22.50 or to terminate the
Merger Agreement. In addition, 30% of the Merger Consideration will be cash, and
70% of the Merger Consideration will be shares of SNC Common Stock, with such
percentages being subject to adjustment in the event that the Closing Value of
SNC Common Stock is less than $33.75. On May 5, 1997, the day before the
announcement of the Merger, the closing price of SNC Common Stock was $40.83. A
copy of the Merger Agreement is filed as an exhibit to this report and is
incorporated herein by reference.
Also on May 6, 1997, the Registrant and SNC entered into a Stock Option
Agreement (the "Stock Option Agreement"). Under the terms of the Stock Option
Agreement, the Registrant granted to SNC an option to purchase up to 19.9% of
the total shares of VFFC Common Stock currently outstanding. The Stock Option
Agreement is exercisable only under certain circumstances. A copy of the Stock
Option Agreement is also filed as an exhibit to this report and is incorporated
herein by reference.
The Merger Agreement and Stock Option Agreement, and the transactions
contemplated therein, were approved by the Boards of Directors of the Registrant
and SNC and are subject to, among other things, the approval of the shareholders
of the Registrant and the approvals of federal and state banking regulators.
Such agreements and transactions are also subject to SNC's right to perform due
diligence for a period ending July 31, 1997.
The Merger will be accounted for as a purchase.
SNC, through its subsidiaries, operates 423 banking offices in 221
cities and towns in North Carolina, South Carolina and Virginia.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
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(b) Pro Forma Financial Information.
None.
(c) Exhibits.
2 Agreement and Plan of Reorganization, dated as of May
6, 1997, among Virginia First Financial Corporation,
BB&T Financial Corporation of Virginia and Southern
National Corporation, the name of which is to be
changed to BB&T Corporation.
99.1 Stock Option Agreement, dated as of May 6, 1997,
by and between Virginia First Financial Corporation
and Southern National Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
VIRGINIA FIRST FINANCIAL CORPORATION
(Registrant)
Date: May 9, 1997 By: /s/ Charles A. Patton
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Charles A. Patton
President and Chief Executive Officer
Exhibit Index
Number Document
2 Agreement and Plan of Reorganization, dated as of May 6, 1997,
among Virginia First Financial Corporation, BB&T Financial
Corporation of Virginia and Southern National Corporation, the
name of which is to be changed to BB&T Corporation.
99.1 Stock Option Agreement, dated as of May 6, 1997, by and
between Virginia First Financial Corporation and Southern
National Corporation.