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
October 29, 1997
---------------------------------------------------------------------------
(Date of earliest event reported)
Life Bancorp, Inc.
---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 0-24744 54-1711207
- ------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
109 East Main Street, Norfolk, Virginia 23510
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(804) 858-1000
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Exhibit Index appears on page 5.
Item 5. Other Events
On October 29, 1997, Life Bancorp, Inc. ("Life"), a Virginia corporation
and registered thrift holding company, BB&T Corporation ("BB&T"), a North
Carolina corporation and registered bank holding company and BB&T Financial
Corporation of Virginia ("BB&T Financial"), a Virginia corporation and
subsidiary of BB&T, entered into an Agreement and Plan of Reorganization (the
"Agreement") which sets forth the terms and conditions under which Life will
merge with and into BB&T Financial (the "Merger"). The Agreement provides that
BB&T Financial will survive the Merger and the separate corporate existence of
Life will cease.
The Agreement provides that upon consummation of the Merger, and subject to
certain further terms, conditions, limitations and procedures set forth in the
Agreement, each issued and outstanding share of common stock, par value $.01 per
share, of Life ("Life Common Stock") shall, by virtue of the Merger, and without
any action on the part of the holder thereof, be converted into and shall
represent the right to receive .58 shares (the "Exchange Ratio") of common
stock, par value $5.00 per share, of BB&T ("BB&T Common Stock"), provided, that
if the product of the Exchange Ratio multiplied by the average closing price for
BB&T Common Stock during a defined pre-closing period (the "Closing Value") is
less than $33.00, then the Exchange Ratio will be increased so that the product
of the Closing Value multiplied by the Exchange Ratio equals $33.00, but in no
event will the Exchange Ratio exceed .60 shares of BB&T Common Stock for each
share of Life Common Stock. The Agreement also provides that, if (i) the
product of the Closing Value multiplied by an Exchange Ratio of .60 ("Converted
Value") is less than $27.00 as of a specified date ("Determination Date") prior
to the proposed date of consummation of the Merger and (ii) the quotient
obtained by dividing the Closing Value by $54.875 is less than 90% of the
quotient obtained by dividing the weighted average closing sales prices of
certain bank holding companies ("Index Price") on the Determination Date by the
Index Price on October 29, 1997, then Life may terminate the Agreement; subject,
however, to, among other factors, BB&T's ability to elect to increase the
Exchange Ratio such that the Converted Value is no less than $27.00. Based upon
BB&T's November 5, 1997 closing price of $54.875 for BB&T Common Stock, .60
shares of BB&T Common Stock would have a value of $32.93 per share of Life
Common Stock.
Concurrently with the execution and delivery of the Agreement, Life entered
into a Stock Option Agreement with BB&T (the "Option Agreement") whereby Life
granted to BB&T an option to purchase up to 1,959,668 (or 19.9%) of the shares
of Life Common Stock upon the occurrence of certain events.
The Merger, which is expected to be completed by the second quarter of
1998, is intended to be treated as a tax-free exchange to holders of Life Common
Stock and be accounted for as a pooling-of-interests. Consummation of the
Merger is subject to approval of the Life shareholders and the receipt of all
required regulatory approvals, as well as other customary conditions.
2
The Agreement, the Option Agreement and the press release issued by BB&T on
October 29, 1997 regarding the Merger are attached as exhibits to this report
and are incorporated herein by reference. The foregoing summaries of the
Agreement and the Option Agreement do not purport to be complete and are
qualified in their entirety by reference to such agreements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following exhibits are filed with this report:
Exhibit Number Description
2 Agreement and Plan of Reorganization,
dated as of October 29, 1997, among
BB&T, BB&T Financial and Life
(excluding annexes and exhibits
thereto)
10 Stock Option Agreement, dated as of
October 29, 1997, between BB&T (as
grantee) and Life (as issuer)
20 Press Release issued by BB&T on
October 29, 1997 with respect to the
Agreement
3
SIGNATURES
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 thereunto duly authorized.
LIFE BANCORP, INC.
Date: November 10, 1997 By: /S/ EDWARD E. CUNNINGHAM
--------------------------------------------
Edward E. Cunningham
President and Chief Executive Officer
4
EXHIBIT INDEX
Exhibit Number Description
2 Agreement and Plan of Reorganization,
dated as of October 29, 1997, among
BB&T, BB&T Financial and Life
(excluding annexes and exhibits
thereto)
10 Stock Option Agreement, dated as of
October 29, 1997, between BB&T (as
grantee) and Life (as issuer)
20 Press Release issued by BB&T on
October 29, 1997 with respect to the
Agreement
5