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BB&T Corp – ‘8-A12G/A’ on 4/28/99 – EX-99.1

As of: Wednesday, 4/28/99 · Accession #: 930661-99-958 · File #: 1-10853

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/28/99  BB&T Corp                         8-A12G/A               2:27K                                    Donnelley RR & So… Co/FA

Amendment to Registration of a Class of Securities — Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Form 8-K                                               3     10K 
 2: EX-99.1     Amendment of Information Provided to Analysts         33     44K

EX-99.1 — Amendment of Information Provided to Analysts

EX-99.1 1st Page of 33 TOC ↑Top Previous Next ↓Bottom Just 1st
 
BB&T  
and 
First Liberty Financial Corp. 
Macon, Georgia  
Expanding a Great Franchise 
Analyst Presentation  
April 28, 1999  

EX-99.1 2nd Page of 33 TOC 1st Previous Next ↓Bottom Just 2nd
Forward-Looking Information 

BB&T has made forward-looking statements in the accompanying analyst            
presentation materials that are subject to risks and uncertainties.  These      
statements are based on the beliefs and assumptions of the management of BB&T,  
and on the information available to management at the time the analyst          
presentation materials were prepared.  In particular, the analyst materials in  
this report include statements regarding estimated earnings per share of BB&T on
a stand alone basis, expected cost savings from the merger, estimated           
restructuring charges relating to the merger, estimated increases in First      
Liberty's fee income ratio, the anticipated accretive effect of the merger, and 
BB&T's anticipated performance in future periods.  With respect to estimated    
cost savings and restructuring charges, BB&T has made assumptions about, among  
other things, the extent of operational overlap between BB&T and First Liberty, 
the amount of general and administrative expense consolidation, costs relating  
to converting First Liberty's bank operations and data processing to BB&T's     
systems, the size of anticipated reductions in fixed labor costs, the amount of 
severance expenses, the extent of the charges that may be necessary to align the
companies' respective accounting reserve policies, and the cost related to the  
merger.  The realization of cost savings and the amount of restructuring charges
are subject to the risk that the foregoing assumptions are inaccurate.          

Any statements in the accompanying exhibit regarding the anticipated accretive  
effect of the merger and BB&T's anticipated performance in future periods are   
subject to risks relating to, among other things, the following possibilities:  
(1) expected cost savings from this merger or other previously-announced mergers
may not be fully realized or realized within the expected time frame; (2)       
deposit attrition, customer loss or revenue loss following proposed mergers may 
be greater than expected; (3) competitive pressure among depository and other   
financial institutions may increase significantly; (4) costs or difficulties    
related to the integration of the businesses of BB&T and its merger partners,   
including First Liberty, may be greater than expected; (5) changes in the       
interest rate environment may reduce margins; (6)general economic or business   
conditions, either nationally or regionally, may be less favorable than         
expected, resulting in, among other things, a deterioration in credit quality,  
or a reduced demand for credit; (7) legislative or regulatory changes, including
changes in accounting standards, may adversely affect the businesses in which   
BB&T and First Liberty are engaged; (8) adverse changes may occur in the        
securities markets; and (9) competitors of BB&T and First Liberty may have      
greater financial resources and develop products that enable such competitors to
compete more successfully than BB&T and First Liberty.                          

BB&T believes these forward-looking statements are reasonable; however, undue   
reliance should not be placed on such forward-looking statements, which are     
based on current expectations.  Such statements are not guarantees of           
performance.  They involve risks, uncertainties and assumptions.  The future    
results and shareholder values of BB&T following completion of the merger may   
differ materially from those expressed in these forward-looking statements.     
Many of the factors that will determine these results and values are beyond     
management's ability to control or predict.                                     

2 

EX-99.1 3rd Page of 33 TOC 1st Previous Next ↓Bottom Just 3rd
Outline 

.  Background and transaction terms                                           
.  Financial data                                                             
.  Rationale and strategic objectives                                         
.  Investment criteria                                                        
.  Summary                                                                    

3 

EX-99.1 4th Page of 33 TOC 1st Previous Next ↓Bottom Just 4th
BB&T Corporation
(BB&T)

.     $40.1 billion bank holding company*                                     
.     637 branch locations in NC, SC, VA, GA, MD, WV, KY and the District of  
Columbia*                                                           

      For 3 months
       ended 3/31/99**
       -----------------
.     ROA                                 1.65%                               
.     Cash Basis ROA                      1.77%                               
.     ROE                                20.54%                               
.     Cash Basis ROE                     25.38%                               
.     Efficiency ratio                   50.65%                               
-------------                                                                   
*     Includes the pending acquisitions of Mason-Dixon Bancshares,              
First Citizens  Corporation and Matewan BancShares.                 
**    Recurring earnings                                                        

4 

EX-99.1 5th Page of 33 TOC 1st Previous Next ↓Bottom Just 5th
First Liberty Financial Corp. 
(FLFC)  

.    $1.7 billion savings bank holding company                                
.    39 banking offices in Georgia                                            
.    13 consumer finance offices                                              
.    Correspondent mortgage originations in 16 states                         

For 3 months              
ended 3/31/99             
---------------             
.    ROA                        1.30%                                         
.    ROE                       16.20%                                         
.    Efficiency ratio          57.54%                                         

5 

EX-99.1 6th Page of 33 TOC 1st Previous Next ↓Bottom Just 6th
Pro Forma Company Profile 
March 31, 1999

.    Size:         $41.8 billion in assets*                                   
$12.8 billion in market capitalization**  
.    Offices               NC:       345                                      
VA:       113             
SC:        90             
MD:        53             
GA:        52             
KY:        10             
WV:         7             
DC:         6             
---------------             
Total:    676             
----------                                                                      
*    Includes total assets for First Liberty Financial Corp., Mason-Dixon       
    Bancshares, Inc., First Citizens Corporation, and Matewan BancShares, Inc.
**   Based on 4/26/99 closing prices. Includes shares outstanding for First     
Liberty Financial Corp., Mason-Dixon Bancshares, Inc., First Citizens 
Corporation, and Matewan BancShares, Inc.                             

6 

EX-99.1 7th Page of 33 TOC 1st Previous Next ↓Bottom Just 7th
Terms of the Transaction

.  Purchase price:           $33.25 per share [1]                             

.  Aggregate value:          $500.0 million [1] (including options)           

 .  Consideration:            Shareholders will receive $33.25 per FLFC share if
                           BB&T's average price during the pricing period is
                             between $38.22 and $39.12. If BB&T's price is below
                          $38.22 First Liberty shareholders will receive a
                            fixed exchange ratio of .87 and if BB&T's price is
                         above $39.12 they will receive a fixed exchange
ratio of .85.         

.  Structure:                Tax-free exchange of stock equal to 100% of      
purchase price        

.  Accounting treatment:     Transaction will be accounted for as a           
pooling-of-interests  

.  Lock-up provision:        Stock option agreement                           

[1]  Based on BB&T's closing stock price of $39.00 on April 26, 1999.           

7 

EX-99.1 8th Page of 33 TOC 1st Previous Next ↓Bottom Just 8th
Pricing 

.  Purchase price                  $33.25                                     

.  Premium / market                 46.14%                                    

.  Price / 3-31-99 stated book       3.53x                                    

.  Price / LTM recurring EPS        24.27x                                    

.  BB&T shares issued               12.8 million*                             

*  BB&T shares issued based on FLFC shares outstanding adjusted for stock       
options.                                                                  

8 

EX-99.1 9th Page of 33 TOC 1st Previous Next ↓Bottom Just 9th
Acquisition Comparables [1] 
Bank and Thrift Acquisitions with Deal Values of $240 Million to $750 Million   
Announce Since 3-31-98                                                          

                                                        [Enlarge/Download Table]

                                                           Total                                                Deal Pr/
                                                Bank/      Assets         Date        Deal     Deal    Deal Pr/  4-Qtr  
    Buyer                   Seller             Thrift      Seller       Announced    Value     Pr/Bk     Tg Bk    EPS   
                                                          ($000)                     ($M)       (%)       (%)     (x)   
                                                                                                                        
Old Kent Finl Corp.      CFSB Bancorp Inc.       Thrift       880,347     02/24/99      243.2   333.0    333.0    20.5  
Union Planters Corp.     Republic Bnkg Corp.     Bank       1,542,658     02/22/99      412.0   241.8    259.8    25.0  
Summit Bancorp           Prime Bancorp Inc.      Bank       1,039,340     02/18/99      302.6   324.9    335.2    24.6  
U.S. Bancorp             Bank of Commerce        Bank         638,166     02/18/99      306.3   455.4    455.4    22.5  
BB&T Corp.               Mason-Dixon Bcshs       Bank       1,083,283     01/28/99      247.2   299.2    326.4    23.4  
Chittenden Corp.         Vermont Financial       Bank       2,110,300     12/16/98      454.2   208.2    285.6    27.9  
Sky Financial Group      First Western Bncp      Bank       2,203,139     12/14/98      424.5   280.0    479.9    22.0  
Republic Bancorp         D&N Financial Corp.     Thrift     1,998,299     12/01/98      293.6   246.7    265.1    18.2  
Sovereign Bancorp        Peoples Bancorp Inc.    Thrift       873,466     09/08/98      379.4   111.7    115.1    45.0  
BB&T Corp.               MainStreet Financial    Bank       2,041,955     08/27/98      539.7   320.5    340.3    27.4  
First Merit Corp.        Signal Corp.            Bank       1,519,719     08/11/98      473.0   321.9    466.9    23.4  
City Holdings Company    Horizon Bancorp Inc.    Bank       1,043,327     08/07/98      413.4   360.9    378.8    29.4  
Banknorth Group Inc.     Evergreen Bancorp       Bank       1,048,307     07/31/98      318.7   351.3    352.0    26.9  
Peoples Heritage Fin     SIS Bancorp Inc.        Thrift     1,793,968     07/20/98      430.0   312.8    312.8    32.3  
First Commonwealth       Southwest Natl Corp.    Bank         742,106     07/16/98      269.8   325.5    326.2    30.8  
First American Corp.     Pioneer Bancshares      Bank         993,087     05/28/98      292.0   284.3    300.8    29.7  
Republic Security        First Palm Beach Bcp    Thrift     1,791,370     05/28/98      299.1   237.9    243.1    30.8  
Old Kent Finl Corp.      First Evergreen Corp    Bank       1,933,096     04/21/98      482.3   243.5    247.8    26.7  
Star Banc Corp.          Trans Financial Inc.    Bank       2,115,011     04/09/98      695.8   433.8    461.9    27.9  
FirstMerit Corp.         Security First Corp.    Thrift       677,876     04/05/98      255.1   349.4    354.9    27.4  

Maximum                                                     2,203.139                   695.8   455.4    479.9    45.0  
Minimum                                                       638,166                   243.2   111.7    115.1    18.2  
Average                                                     1,403,441                   376.6   302.1    332.0    27.1  
Median                                                      1,301,501                   349.1   316.6    329.7    27.1  

BB&T Base Model          First Liberty Financial Corp.     $1,664,348                   500.0   352.6    383.9    26.8 *

Over / (Under) Average Comparable                                                                50.5     51.9    (0.3) 
* Based on First Liberty's reported earnings for the four quarters ending 3-31-99 of $1.24.                             

BB&T Base Model          First Liberty Financial Corp.     $1,664,348                   500.0   352.6    383.9    24.3 *

Over / (Under) Average Comparable                                                                50.5     51.9    (2.8) 
* Based on First Liberty's recurring earnings for the four quarters ending 3-31-99 of $1.37.                            


[1] Source for Acquisition Comparables: SNL Securities.                         

9 

EX-99.1 10th Page of 33 TOC 1st Previous Next ↓Bottom Just 10th
Financial Data  

10

EX-99.1 11th Page of 33 TOC 1st Previous Next ↓Bottom Just 11th
Financial Summary 

For Quarter Ended:                3/31/99    3/31/99                            
    BB&T [1]    FLFC
      -------    -------
ROA                                  1.65%     1.30%                            
ROE                                 20.54     16.20                             
Net interest margin (FTE)            4.28      3.81                             
Efficiency ratio                    50.65     57.54                             
Net charge-offs / avg. loans          .21       .49                             
Allowance / nonperf. Loans         388.59    141.58                             
Nonperf. Assets / total assets        .31       .87                             

[1] Recurring earnings                                                          

11

EX-99.1 12th Page of 33 TOC 1st Previous Next ↓Bottom Just 12th
Capital Strength  

                     BB&T       FLFC
                      (3/31/99)  (3/31/99)
                     --------   --------
Shareholders' equity / total assets         7.8%       8.0%                     
Leverage capital ratio                      6.9%       7.7%                     
total risk-based capital ratio             14.1%      12.5%                     

12

EX-99.1 13th Page of 33 TOC 1st Previous Next ↓Bottom Just 13th
Rationale for Acquisition 

.  BB&T has an announced strategy to pursue in-market and contiguous state    
acquisitions of high quality banks and thrifts in the $250 million to $10 
billion range. The acquisition of First Liberty is consistent with this   
strategy.                                                                 

.  This acquisition is very consistent with past acquisitions which we have   
successfully executed, i.e. it fits our model.                            

.  BB&T and First Liberty share similar cultures.                             

.  First Liberty provides BB&T with entry into the Macon and Savannah, Georgia
markets.                                                                  

13

EX-99.1 14th Page of 33 TOC 1st Previous Next ↓Bottom Just 14th
Strategic Objectives  

.  The key strategic objectives in this acquisition are:                      
-  Entry into the Macon and Savannah, Georgia markets                 
-  Grow fee income using BB&T's wider array of fee-based services     
-  Improve efficiency                                                 
-  25% cost savings fully realized in the year 2000             
-  Develop additional commercial relationships using BB&T's product   
offerings                                                       

14

EX-99.1 15th Page of 33 TOC 1st Previous Next ↓Bottom Just 15th
Franchise Enhancement 

.  Market extension merger into the Macon and Savannah, Georgia markets       
.  Expand BB&T's community bank in Georgia                                    
.  Gives BB&T an enhanced base for future market expansion opportunities in   
Georgia                                                                   
.  Extends BB&T's presence into additional economically vital Georgia markets 
.  Savannah is a natural extension of BB&T's Coastal SC markets.              

15

EX-99.1 16th Page of 33 TOC 1st Previous Next ↓Bottom Just 16th
Grow Fee Income 

               BB&T       FLFC
                3/31/99    3/31/99
                -------    -------
Fee income ratio                   30.8%      20.2%                   

Goal to raise FLFC's fee income ratio by leveraging BB&T's sales management     
system and broader product selection                                            

16

EX-99.1 17th Page of 33 TOC 1st Previous Next ↓Bottom Just 17th
Efficiency Improvement  

Targeted Anual Cost Savings 
--------------------------- 
$11.4 million or approximately 25% of FLFC's expense base 

17

EX-99.1 18th Page of 33 TOC 1st Previous Next ↓Bottom Just 18th
After-Tax One-Time Charges  

One-time merger-related charges 
------------------------------- 
$11 million 

18

EX-99.1 19th Page of 33 TOC 1st Previous Next ↓Bottom Just 19th
Branch Locations  

[Map of Mid-Atlantic United States showing branch locations]  

[icon]  BB&T Branches                                                           
[icon]  MainStreet Financial Branches (BB&T Pending Conversion)                 
[icon]  First Citizens Corporation Branches (BB&T Pending Conversion)           
[icon]  Mason-Dixon Bancshares Branches (BB&T Pending Conversion)               
[icon]  Matewan Bancshares Branches                                             
[icon]  Fist Liberty Financial Corp. Branches                                   

19

EX-99.1 20th Page of 33 TOC 1st Previous Next ↓Bottom Just 20th
Economic Vitality Map 

[Map of Georgia]  

[icon]  First Liberty Financial Corp. Branches                                  

20

EX-99.1 21st Page of 33 TOC 1st Previous Next ↓Bottom Just 21st
Market Characteristics  

Macon and Savannah                                                              

.    Georgia's economy is projected to be among the Southeast region's most   
prosperous and to outperform the national economy substantially.      
.    After Atlanta, Savannah and Macon are Georgia's second and third fastest 
growing MSA's, respectively.                                          
.    Total population in the Macon MSA is projected to increase 6% by 2003 to 
337,836.                                                              
.    Total 1999 employment in the Macon MSA is projected to increase 1.6% from
1998 to 150,978.                                                      
 .   Total population in the Savannah MSA is projected to increase 7% by 2003 to
307,907.                                                              
.    Total 1999 employment in the Savannah MSA is projected to increase 1.7%  
from 1998 to 135,606.                                                 
.    Savannah attracts over 6 million tourists annually, generating over $634 
million in revenue.                                                   

21

EX-99.1 22nd Page of 33 TOC 1st Previous Next ↓Bottom Just 22nd
BB&T Investment Criteria  

.    EPS and Cash Basis EPS (accretive by year 2)                             
.    Internal rate of return (15% or better)                                  
.    Return on equity and Cash Basis ROE (accretive by year 3)                
.    Return on assets and Cash Basis ROA (accretive by year 3)                
.    Book value per share (accretive by year 5)                               
.    Must not cause combined leverage capital ratio to go below 7%            

Criteria are listed in order of importance.  There are sometimes trade-offs     
among criteria.                                                                 

22

EX-99.1 23rd Page of 33 TOC 1st Previous Next ↓Bottom Just 23rd
Assumptions 

.    BB&T 1999 EPS and 2000 EPS are based on First Call estimates of $1.94 and
     $2.18, respectively.  Subsequent years are based on 9% income statement and
balance sheet growth.                                                 

.    $11.4 million in cost savings (25% of FLFC's expense base). Cost savings 
    will be recognized over 2 years with 25% of total cost savings achieved in
1999 and the remaining 75% in 2000.                                   

 .   Fee income improvement - raise FLFC's fee income ratio from 20.0% for March
  QTD 1999 to 25% for full-year 2001 by leveraging BB&T's sales management
system and expanded product offerings.                                

 .    FLFC's net interest margin (non-FTE) is increased over five years to 4.30%

 .   For FLFC, we have assumed income statements and balance sheet growth of 10%
    annually from 2001 and thereafter except for the enhancements cited above.

23

EX-99.1 24th Page of 33 TOC 1st Previous Next ↓Bottom Just 24th
Impact of Earnings Per Share

Accretion               Accretion       
(Dilution)  Pro Forma   (Dilution)      
Pro Forma  Pro Forma   Cash Basis  Pro Forma                  
EPS       Shares       EPS        Shares                
---------  ----------  ----------  ----------                 
1999*        $1.93     $(0.01)       $2.04     $(0.01)                          
2000          2.18       0.00         2.30       0.00                           
2001          2.37       0.01         2.49       0.01                           
2002          2.59       0.02         2.70       0.02                           
2003          2.83       0.02         2.94       0.02                           
2004          3.09       0.03         3.18       0.03                           
2005          3.37       0.04         3.46       0.04                           
2006          3.68       0.04         3.77       0.05                           
2007          4.01       0.05         4.10       0.05                           
2008          4.38       0.06         4.46       0.06                           
2009          4.77       0.07         4.86       0.07                           

Internal Rate of Return 15.03%                                                  

*Recurring earnings                                                             

24

EX-99.1 25th Page of 33 TOC 1st Previous Next ↓Bottom Just 25th
Impact on ROE*

Pro Forma     
Pro Forma             Cash Basis                          
ROE(%)     Change      ROE(%)     Change                
-----------  -------  ------------  -------                 
1999**        19.86     (0.24)       24.36     (0.39)                           
2000          19.96     (0.07)       23.61     (0.16)                           
2001          19.33      0.01        22.24     (0.05)                           
2002          18.83      0.01        21.16     (0.04)                           
2003          18.42      0.04        20.28     (0.01)                           
2004          18.04      0.06        19.47      0.03                            

*   The decrease in ROE results from the build up in equity relative to assets. 
** Recurring earnings                                                           

25

EX-99.1 26th Page of 33 TOC 1st Previous Next ↓Bottom Just 26th
Impact on ROA 

Pro Forma       
Pro Forma             Cash Basis                            
ROA(%)     Change      ROA(%)     Change                  
-----------  -------  ------------  -------                   
1999*         1.52      (.01)        1.63      (.01)                            
2000          1.58      (.00)        1.68      (.00)                            
2001          1.58       .00         1.67       .00                             
2002          1.58       .00         1.66       .00                             
2003          1.59       .01         1.66       .01                             
2004          1.59       .01         1.65       .01                             

* Recurring earnings                                                            

26

EX-99.1 27th Page of 33 TOC 1st Previous Next ↓Bottom Just 27th
Impact on Book Value / Leverage Ratio 

Pro Forma                                           
Book Value Per Share                                            
---------------------   Pro Forma                               
Accretion    Leverage   Accretion         
Stated   (Dilution)     Ratio     (Dilution)                  
--------  -----------  ----------  ----------                   
1999      $10.28       $0.05        7.20%        .04                            
2000       11.57        0.05        7.62         .03                            
2001       12.98        0.07        8.01         .03                            
2002       14.51        0.09        8.35         .03                            
2003       16.20        0.11        8.66         .04                            
2004       18.06        0.15        8.95         .04                            
2005       20.11        0.19        9.22         .05                            
2006       22.38        0.24        9.48         .06                            
2007       24.89        0.30        9.72         .06                            
2008       27.68        0.37        9.96         .07                            
2009       30.91        0.44       10.24         .07                            

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Summary 

.    The acquisition of First Liberty Financial Corporation is a strong       
strategic fit:                                                        
  -  It helps accomplish or goal of expanding our Georgia market; more
specifically, into the   Macon and Savannah MSA's           
-  It fits culturally and geographically                          
-  This is the type of merger we have consistently successfully   
executed                                                    

.    Overall Investment Criteria are met:                                     
-  EPS and Cash Basis EPS accretive in 2000                       
-  IRR 15.03%                                                     
-  ROA and Cash Basis ROA accretive in 2001                       
-  Book value accretive in 1999                                   
-  Combined leverage ratio remains above 7%                       
-  Accelerated dividend growth potential in 2000                  

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Appendix  

.    Historical Financial Data                                                
.    Glossary                                                                 

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First Liberty Financial Corp.                                                   
Financial Summary                                                               

                                                        [Enlarge/Download Table]


                                                    Sept. 30      Sept. 30      Sept. 30  
                                                      1996          1997          1998    
                                                  ------------  ------------  ------------
                                                                                          
Earnings Summary (in thousands)                                                           

Interest Income (FTE)                                                                     
Interest on loans & leases                         $   77,000    $   88,142    $   93,364 
Interest & dividends on securities                     11,273        13,290        15,559 
Interest on temporary investments                       6,374         6,635         5,013 
                                                   ----------    ----------    ---------- 
   Total interest income (FTE)                         94,647       108,067       113,936 
                                                   ----------    ----------    ---------- 

Interest Expense                                                                          
Interest expense on deposit accounts                   40,977        43,529        46,589 
Interest on short-term borrowings                       6,359         7,100        11,203 
Interest on long-term debt                              2,823         6,974         2,511 
                                                   ----------    ----------    ---------- 
   Total interest expense                              50,159        57,603        60,303 
                                                   ----------    ----------    ---------- 

Net interest income (FTE)                              44,488        50,464        53,633 
   Less taxable equivalency adjustment                      -             -             - 
                                                   ----------    ----------    ---------- 
Net interest income                                    44,488        50,464        53,633 
Provision for loan losses                               3,432         5,654         5,671 
                                                   ----------    ----------    ---------- 
Net interest income after provision                    41,056        44,810        47,962 
                                                   ----------    ----------    ---------- 

Noninterest Income                                                                        
Service charges on deposit accounts                     5,740         6,952         7,333 
Non-deposit fees and commissions                        2,445         2,310         1,621 
G/(L) on sale of loans, real estate & securities        1,759         2,260         5,153 
Other operating income                                  2,621         3,942         4,773 
                                                   ----------    ----------    ---------- 
   Total noninterest income                            12,565        15,464        18,880 
                                                   ----------    ----------    ---------- 

Noninterest Expense                                                                       
Personnel                                              18,165        21,086        23,290 
Occupancy & equipment                                   4,409         4,298         4,948 
FDIC premiums                                           1,424           769           668 
Other operating expenses                               10,190        12,099        11,407 
                                                   ----------    ----------    ---------- 
   Total noninterest expense                           34,188        38,252        40,313 
                                                   ----------    ----------    ---------- 

Net income before taxes                                19,433        22,022        26,529 
Income taxes                                            6,354         6,904         9,204 
                                                   ----------    ----------    ---------- 
Net income before nonrecurring charges                 13,079        15,118        17,325 
                                                   ----------    ----------    ---------- 
Nonrecurring charges                                   (2,341)       (4,831)       (1,868)
                                                   ----------    ----------    ---------- 
   Net income                                      $   10,738    $   10,287    $   15,457 
                                                   ----------    ----------    ---------- 

Basic EPS                                          $     0.83    $     0.78    $     1.16 
Diluted EPS                                              0.82          0.76          1.14 
Diluted EPS before nonrecurring charges                  1.00          1.11          1.28 

Book value                                         $     8.14    $     8.20    $     9.02 

EOP shares                                             12,550        13,355        13,552 
Basic shares                                           12,387        13,045        13,373 
Diluted shares                                         13,080        13,592        13,585 


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First Liberty Financial Corp.                                                   
Financial Summary                                                               

                                                                [Download Table]


                                                Sept. 30     Sept. 30     Sept. 30 
                                                  1996         1997         1998   
                                              ----------   ----------   ---------- 
                                                                                   
Average Balance Sheet                                                              
(In thousands)                                                                     

Assets                                                                             
Loans                                         $  832,686   $  943,983   $1,004,303 
Securities                                       155,499      202,453      248,090 
Other earning assets                              93,719      108,465       75,145 
                                              ----------   ----------   ---------- 
    Total interest-earning assets              1,081,904    1,254,901    1,327,538 
                                              ----------   ----------   ---------- 

Goodwill & other intangibles                      10,211       10,503       10,871 
Other assets                                     108,495      105,842      128,596 
                                              ----------   ----------   ---------- 
   Total assets                               $1,200,610   $1,371,245   $1,467,004 
                                              ----------   ----------   ---------- 

Net interest margin                                 4.11%        4.02%        4.04%

Securities as a percent of earning assets             14%          16%          19%

Liabilities & Shareholders' Equity                                                 
Interest-bearing deposits:                                                         
Money Market & NOW                            $  217,350   $  220,599   $  205,032 
Savings                                           64,088       58,450       54,800 
CD's and other time                              550,075      617,320      670,468 
                                              ----------   ----------   ---------- 
   Total interest-bearing deposits               831,513      896,369      930,300 
Short-term borrowed funds                        106,605      121,787      212,038 
Long-term debt                                    30,450      110,304       47,358 
                                              ----------   ----------   ---------- 
   Total interest-bearing liabilities            968,568    1,128,460    1,189,696 

Demand deposits                                  108,822      117,310      145,196 
Other liabilities                                 23,021       17,073       16,246 
                                              ----------   ----------   ---------- 
   Total liabilities                           1,100,411    1,262,843    1,351,138 
                                              ----------   ----------   ---------- 

Preferred equity                                   7,564        3,782            - 
Common equity                                     92,635      104,620      115,866 
                                              ----------   ----------   ---------- 
   Total equity                                  100,199      108,402      115,866 
                                              ----------   ----------   ---------- 

Total liabilities & shareholders' equity      $1,200,610   $1,371,245   $1,467,004 
                                              ----------   ----------   ---------- 

Other int-liab. as a percent of total assets          11%          17%          18%

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First Liberty Financial Corp.                                                   
Financial Summary                                                               

                                                                [Download Table]


                                             Sept. 30     Sept. 30     Sept. 30
                                               1996         1997         1998  
                                             -------      --------     --------
                                                                               
Ratio Analysis                                                                 

ROA                                             1.09%        1.10%        1.18%
ROCE                                           14.12%       14.45%       14.95%
Efficiency ratio                                61.8%        60.1%        59.8%
Adj. Noninterest income / Adj. Revenues         22.0%        23.5%        26.0%
Average equity / Average assets                  8.3%         7.9%         7.9%

Credit Quality                                                                 
(in thousands)                                                                 
Beginning                                   $ 10,791   $   11,605   $   14,389 
                                            --------   ----------   ---------- 
Provision                                      3,432        7,764        5,671 
Acquired allowance                               (43)           -          666 
Net charge-offs                               (2,575)      (4,980)      (4,342)
                                            --------   ----------   ---------- 
Ending allowance                            $ 11,605   $   14,389   $   16,384 
                                            --------   ----------   ---------- 

Allowance                                       1.27%        1.43%        1.59%
Charge-off rate                                 0.31%        0.53%        0.43%

Period end loans & leases                   $913,642   $1,003,977   $1,028,383 

Perion end common equity                    $102,158   $  109,514   $  122,204 

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Glossary                                                                        

Return on Assets - recurring earnings for the period as a percentage of average 
assets for the period.                                                          

Return on Equity - recurring earnings for the period as a percentage of average 
common equity for the period.                                                   

Cash Basis Performance Results and Ratios - These calculations exclude the      
effect on net income of amortization expense applicable to certain intangible   
assets.  The ratios also exclude the effect of the unamortized balances of these
intangibles from assets and equity.                                             

Efficiency Ratio - calculated as recurring noninterest expense as a percentage  
of the sum of recurring net interest income on a fully taxable equivalent basis 
and recurring noninterest income.                                               

Leverage Capital Ratio - Common shareholders' equity excluding unrealized       
securities gains and losses and certain intangible assets as a percentage of    
average assets for the most recent quarter less certain intangible assets.      

Total Risk-Based Capital Ratio - the sum of shareholders' equity, a qualifying  
portion of subordinated debt and a qualifying portion of the allowance for loan 
and lease losses as a percentage of risk-weighted assets.                       

Net Charge-Off Ratio - Loan losses net of recoveries as a percentage of average 
loans and leases.                                                               

Internal Rate of Return - the interest rate that equates the present value of   
future returns to the investment outlay.  An investment is considered acceptable
if its IRR exceeds the required return.  The investment is defined as the market
value of the stock and/or other consideration to be received by the selling     
shareholders.                                                                   

Recurring Results or Ratios - earnings excluding charges and expenses           
principally related to completing mergers and acquisitions.                     

Certain of the ratios discussed above may be annualized if the applicable       
periods are less than a full year.                                              

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-A12G/A’ Filing	Date	First	Last	Other Filings

Filed on:	4/28/99	1		8-K, 8-K/A
	4/26/99	7
	3/31/99	6		10-Q, 13F-HR
				List all Filings

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Filing Submission 0000930661-99-000958 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

BB&T Corp – ‘8-A12G/A’ on 4/28/99 – EX-99.1

As of: Wednesday, 4/28/99 · Accession #: 930661-99-958 · File #: 1-10853

Amendment to Registration of a Class of Securities — Form 8-AFiling Table of Contents

EX-99.1 — Amendment of Information Provided to Analysts

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Registration of a Class of Securities — Form 8-A
Filing Table of Contents