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
February 25, 1998
- --------------------------------------------------------------------------------
(Date of earliest event reported)
Maryland Federal Bancorp, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 0-18107 52-1640579
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3505 Hamilton Street, Hyattsville, Maryland 20782
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(301) 779-1200
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Item 5. Other Events
On February 25, 1998, Maryland Federal Bancorp, Inc. (the "Company"),
BB&T Corporation ("BB&T") and BB&T Financial Corporation of Virginia ("BB&T
Financial"), a wholly-owned subsidiary of BB&T, entered into an Agreement and
Plan of Reorganization, dated as of February 25, 1998 (the "Agreement"),
which sets forth the terms and conditions pursuant to which the Company would
be merged with and into BB&T Financial (the "Merger"). The Agreement
provides, among other things, that as a result of the Merger, each
outstanding share of Company Common Stock will be converted into the right to
receive .5975 (subject to potential adjustment in the manner provided in the
Agreement, the "Exchange Ratio") of a share of BB&T Common Stock, provided
that if the product of the Exchange Ratio multiplied by the average closing
price per share of the BB&T Common Stock during a specified period preceding
consummation of the Merger is less than $36.00, the Exchange Ratio shall be
increased to the lesser of (i) the amount necessary to increase such product
to $36.00 or (ii) .6102. The Exchange Ratio also is subject to potential
adjustment at the election of BB&T in the event that the Company elects to
terminate the Agreement because the average price of the BB&T Common Stock
during a specified period falls below a specified level. It is anticipated
that the Merger will constitute a tax-free reorganization under the Internal
Revenue Code.
Consummation of the Merger is subject to a number of conditions,
including, but not limited to, (i) the approval of the Agreement by the
stockholders of the Company and (ii) the receipt of all required regulatory
approvals.
In connection with the Agreement, the Company and BB&T entered into a
Stock Option Agreement pursuant to which the Company granted BB&T an option
to purchase up to 19.9% of the Company's Common Stock upon the occurrence of
certain events, as set forth in the Stock Option Agreement.
In connection with its approval of the Agreement and the Stock Option
Agreement, the Company adopted an amendment to its Stockholder Rights Plan
which generally provides that none of the Agreement, the Stock Option
Agreement and the transactions contemplated thereby shall result in the grant
of any rights under such plan to any person or enable or require any of the
rights thereunder to be exercised, distributed or triggered.
The press release issued by the Company and BB&T with respect to the
announcement of the Agreement is included as Exhibit 99.1 hereto.
The foregoing descriptions of and references to all of the
above-mentioned agreements and documents are qualified in their entirety by
reference to the complete texts of the agreements and documents, which are
filed as exhibits to this Current Report on Form 8-K.
2
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
2.1 Agreement and Plan of Reorganization, dated as of February 25,
1998, among the Company, BB&T and BB&T Financial, including
Exhibits A through E thereto
2.2 Stock Option Agreement, dated as of February 25, 1998, between
the Company and BB&T
4.2 Second Amendment, dated as of February 25, 1998, to the
Company Rights Agreement, dated as of January 18, 1990, as
amended
99.1 Press Release, dated February 25, 1998
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.
MARYLAND FEDERAL BANCORP, INC.
Date: March 3, 1998 By: /s/ Robert H. Halleck
--------------------------------------
Robert H. Halleck
President and Chief Executive Officer
4