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BBT > SEC Filings for BBT > Form 8-K on 1-May-2013All Recent SEC Filings

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Form 8-K for BB&T CORP


1-May-2013

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 April 29, 2013 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 G 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 May 1, 2013, the Company closed the sale of 20,000,000 depositary shares (the "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 April 24, 2013, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital Markets, a division of BB&T Securities, 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 April 29, 2013;
(iii) form of certificate representing the Preferred Stock; (iv) Deposit Agreement dated May 1, 2013 between the Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary; (v) form of Depositary Receipt; and (vi) 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 April 24, 2013, among the Company and
             Merrill Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital
             Markets, a division of BB&T Securities, 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 G
             Non-Cumulative Perpetual Preferred Stock filed April 29, 2013.

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

 4.3         Deposit Agreement dated May 1, 2013, 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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