8-KOther Events

TRUIST FINANCIAL CORP 8-K Report (Apr 27, 2001)

Filed April 27, 2001For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

Truist Financial Corp (TFC), in an 8-K filing dated April 27, 2001, announced the inclusion of restated financial information related to its merger with FCNB Corp. The merger, which was completed on January 7, 2001, involved FCNB shareholders receiving 0.725 shares of BB&T common stock for each FCNB share, resulting in the issuance of approximately 8.7 million BB&T shares. This filing is significant as it provides investors with the consolidated financial statements and industry-specific disclosures of the combined entity, accounting for the transaction under the pooling of interests method.

Key Highlights

  • 1Merger Completion: BB&T Corporation (BB&T) successfully merged with FCNB Corp. (FCNB) on January 7, 2001.
  • 2Share Exchange: FCNB shareholders received 0.725 shares of BB&T common stock for each FCNB common stock share.
  • 3Share Issuance: Approximately 8.7 million shares of BB&T common stock were issued as part of the merger consideration.
  • 4Accounting Method: The merger was accounted for using the pooling of interests method.
  • 5Restated Financials: Consolidated financial statements and Industry Guide 3 disclosures for BB&T, restated to include FCNB's accounts, are being provided.
  • 6Filing Purpose: The 8-K filing serves to present the necessary restated financial information following the merger.

Frequently Asked Questions

The primary purpose of this filing is to provide investors with the restated consolidated financial statements and Industry Guide 3 statistical disclosures for BB&T Corporation, reflecting the inclusion of FCNB Corp. following their merger.

The merger with FCNB Corp. was accounted for using the pooling of interests method.

FCNB shareholders received 0.725 shares of BB&T common stock for each share of FCNB common stock they held.

The restated audited financial statements and notes thereto, including FCNB's accounts, are filed as Exhibit 99.2, and the restated Securities Act Guide 3 statistical disclosures are filed as Exhibit 99.3.