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| BBT > SEC Filings for BBT > Form 8-K on 31-Jul-2012 | All Recent SEC Filings |
31-Jul-2012
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financia
On July 25, 2012, BB&T Corporation, a North Carolina corporation (the "Company"), filed Articles of Amendment for the purpose of amending its Articles of Incorporation to fix the designations, preferences, limitations and relative rights of its Series E Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share and a liquidation preference of $25,000 per share (the "Preferred Stock"). A copy of the Articles of Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
On July 31, 2012, the Company closed the sale of 46,000,000 Depositary Shares,
with each Depositary Share representing ownership of 1/1,000th of a share of the
Company's Preferred Stock, which were registered pursuant to a registration
statement on Form S-3 (SEC File No. 333-175538) which was automatically
effective on July 13, 2011 (the "Registration Statement"). The following
documents are being filed with this report on Form 8-K and shall be incorporated
by reference into the Registration Statement: (i) Underwriting Agreement dated
July 24, 2012, among the Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, BB&T Capital Markets, a division of Scott & Stringfellow, LLC,
Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and
Wells Fargo Securities, LLC, as representatives of the underwriters;
(ii) Articles of Amendment of the Company filed July 25, 2012; (iii) Deposit
Agreement dated July 31, 2012 between the Company and Computershare Inc. and
Computershare Trust Company, N.A., jointly as depositary; (iv) form of
Depositary Receipt; and (v) validity opinion with respect to the Depositary
Shares and the Preferred Stock.
(d) Exhibits.
Exhibit
No. Description of Exhibit
1.1 Underwriting Agreement dated July 24, 2012, among the Company and
Merrill Lynch, Pierce, Fenner & Smith, Incorporated, BB&T Capital
Markets, a division of Scott & Stringfellow, LLC, Deutsche Bank
Securities Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and
Wells Fargo Securities, LLC, as representatives of the underwriters
named therein.
4.1 Articles of Amendment of the Company with respect to Series E
Non-Cumulative Perpetual Preferred Stock filed July 25, 2012.
4.2 Form of certificate representing the Series E Non-Cumulative Perpetual
Preferred Stock.
4.3 Deposit Agreement dated July 31, 2012 between the Company and
Computershare Inc. and Computershare Trust Company, N.A., jointly as
depositary.
4.4 Form of Depositary Receipt (included as part of Exhibit 4.3).
5.1 Validity opinion of Robert J. Johnson Jr., Executive Vice President,
General Counsel, Secretary and Chief Corporate Governance Officer of
the Company.
23.1 Consent of Robert J. Johnson Jr., Executive Vice President, General
Counsel, Secretary and Chief Corporate Governance Officer of the
Company (included as part of Exhibit 5.1).
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