BB&T FINANCIAL CORPORATION ANNOUNCES PLANS TO ACQUIRE CITIZENS SAVINGS BANK, INC.
WILSON, N.C., Jan. 19 /PRNewswire/ -- John A. Allison IV, Chairman and Chief Executive Officer of BB&T Financial Corporation (NASDAQ-NMS: BBTF), and Thomas M. Watchorn, President and Chief Executive Officer of Citizens Savings Bank, today jointly announced the approval by the respective Boards of Directors of an Agreement and Plan of Reorganization to combine the two companies. Under terms of the Agreement, BB&T will exchange 0.9492 shares of BB&T common stock for each of the 1,214,293 outstanding shares of Citizens Savings common stock, if BB&T's average closing price for the ten trading days ending ten days prior to the closing date is greater than or equal to $28.97 or less than or equal to $33.19. The exchange ratio is subject to adjustment if the BB&T average closing price is less than $28.97 or greater than $33.19. Based on a closing sales price of BB&T common stock on January 15, 1993 of $33.13, the transaction has an indicated value of approximately $38.2 million or $31.44 per share of Citizens Savings common stock. This equates to 9.6 times reported net income for the 12-month period ended December 31, 1992. Citizens Savings also granted BB&T an option, exercisable under certain circumstances, to acquire 402,608 shares of Citizens Savings common stock (subject to adjustment) at a price of $18.00 per share. The proposed transaction is subject to the approval of Citizens Savings' shareholders, the satisfaction of certain other conditions and the approval of all applicable regulatory authorities. It is expected that following the acquisition, subject to receipt of certain additional regulatory approvals, Citizens Savings will be merged with and into Branch Banking and Trust Company, BB&T's North Carolina bank subsidiary. In announcing the transaction, Allison commented, "We are extremely pleased with this acquisition. Citizens is a healthy, high quality organization with an excellent customer base. The proposed acquisition will enable us to expand our present operations and customer base in Catawba and Gaston Counties and enter new markets in Alexander and Lincoln counties. The acquisition is a positive one for both organizations, as well as our respective customers." Watchorn also commented that Citizens Savings would benefit significantly from the transaction. "Our customers will be afforded access to BB&T offices throughout the Carolinas providing additional high quality products and services, our employees will benefit from the expanded opportunities and growth prospects associated with a larger organization and our shareholders will receive increased marketability of their stock holdings and an affiliation with a financially strong commercial bank holding company. We firmly believe this is a very positive, strategic move for both organizations." Citizens Savings Bank, headquartered in Newton, North Carolina reported assets of $272 million on December 31, 1992. Citizens Savings operates 11 branches in Newton, Hickory, Lincolnton, Bethlehem, Claremont, Denver, Maiden and Stanley, North Carolina. Citizens Savings recorded a return on assets of 1.45 percent and a return on equity of 19.1 percent for the twelve months ended December 31, 1992. BB&T Financial Corporation reported total assets of $6.69 billion on December 31, 1992. BB&T has pending agreements to acquire, in addition to Citizens Savings, five savings associations with total assets of approximately $1.4 billion at December 31, 1992. Two of these associations are mutual associations and are to be acquired in so-called "conversion-acquisition" transactions: Carolina Savings Bank, headquartered in Wilmington, North Carolina; and Edenton Savings and Loan Association, headquartered in Edenton, North Carolina. The other associations are First Financial Savings Bank, Inc., headquartered in Kinston, North Carolina, which is owned by First Fincorp, Inc., Security Federal Savings Bank, headquartered in Durham, North Carolina, which is owned by Security Financial Holding Company, and Old Stone Bank of North Carolina, FSB, headquartered in High Point, North Carolina. Through its bank subsidiaries in North Carolina and South Carolina, BB&T presently operates 210 offices in 116 cities. BB&T Financial Corporation's largest subsidiary, Branch Banking and Trust Company, is the oldest bank in North Carolina having been organized in 1872. BB&T's commons stock is traded on the Nasdaq/National Market System and is listed under the symbol "BBTF". -0- 1/19/93 /CONTACT: B. Gloyden Stewart, Jr., Senior Vice President, Investor Relations, 919-399-4219, or Scott E. Reed, Senior Executive Vice President and Treasurer, 919-399-4418, both with BB&T Financial Corporation; or Thomas M. Watchorn, President and Chief Executive Officer, Citizens Savings Bank, Inc., 704-464-5750/ (BBTF)
CO: BB&T Financial Corporation; Citizens Savings Bank, Inc. ST: North Carolina IN: FIN SU: TNM
DF -- CH012 -- 6627 01/19/93 19:02 EST
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|Date:||Jan 19, 1993|
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