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BBT > SEC Filings for BBT > Form 8-K on 31-Oct-2012All Recent SEC Filings

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Form 8-K for BB&T CORP


31-Oct-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financia


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 29, 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 F 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.



Item 8.01. Other Events.

On October 31, 2012, the Company closed the sale of 18,000,000 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 October 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., Goldman, Sachs & Co., 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 October 29, 2012; (iii) Deposit Agreement dated October 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.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibit

1.1 Underwriting Agreement dated October 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., Goldman, Sachs & Co., 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 F Non-Cumulative Perpetual Preferred Stock filed October 29, 2012.

4.2 Form of certificate representing the Series F Non-Cumulative Perpetual Preferred Stock.

4.3 Deposit Agreement dated October 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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