8-KOther Events

TRUIST FINANCIAL CORP 8-K Report (Jul 25, 2001)

Filed July 25, 2001For Securities:TFCTFC-POTFC-PRTFC-PI

Summary

Truist Financial Corp (TFC) filed an 8-K on July 25, 2001, primarily to disclose the completion of its merger with Century South Banks, Inc. (Century South) on June 7, 2001. The merger was a stock-for-stock transaction where Century South shareholders received 0.93 shares of BB&T common stock for each Century South share, resulting in the issuance of 12.7 million new shares of BB&T stock. This filing indicates that the transaction was accounted for using the pooling of interests method. Consequently, BB&T's previously filed consolidated financial statements for the years ended December 31, 2000, 1999, and 1998, have been restated to include the accounts of Century South. Investors should note that these restated financial statements, along with supporting documents like the computation of earnings per share and consent of independent accountants, are provided as exhibits.

Key Highlights

  • 1Merger completed between BB&T Corporation and Century South Banks, Inc. on June 7, 2001.
  • 2Century South shareholders received 0.93 shares of BB&T common stock per share of Century South stock.
  • 312.7 million shares of BB&T common stock were issued to complete the merger.
  • 4The merger was accounted for using the pooling of interests method.
  • 5Consolidated financial statements for 2000, 1999, and 1998 have been restated to include Century South's accounts.
  • 6Key financial exhibits, including restated audited financial statements and earnings per share computation, are included.

Frequently Asked Questions

The primary event reported is the completion of the merger between BB&T Corporation (which is part of Truist Financial Corp) and Century South Banks, Inc. on June 7, 2001.

The merger was a stock-for-stock exchange. Shareholders of Century South received 0.93 shares of BB&T common stock for each share of Century South common stock they held.

The merger was accounted for using the pooling of interests method. This requires restating BB&T's consolidated financial statements for the past three fiscal years (2000, 1999, and 1998) to include the financial accounts of Century South.

The restated audited financial statements and notes, incorporating Century South's accounts, are filed as Exhibit 99.2 with this Current Report on Form 8-K.