-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BvMXGLxVhyyMht63CpCbejqoIoGKRPnV6c4r18CLJUaPJJy+wWn+UG8KJL6U35PP V+uA/xGbhCUsEA0aKNtihw== 0000950109-95-000481.txt : 19950302 0000950109-95-000481.hdr.sgml : 19950302 ACCESSION NUMBER: 0000950109-95-000481 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19950228 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN NATIONAL CORP /NC/ CENTRAL INDEX KEY: 0000092230 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560939887 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57861 FILM NUMBER: 95516044 BUSINESS ADDRESS: STREET 1: 500 N CHESTNUT ST CITY: LUMBERTON STATE: NC ZIP: 28358 BUSINESS PHONE: 9196712000 MAIL ADDRESS: STREET 1: 500 NORTH CHESTNUT STREET CITY: LUMBERTON STATE: NC ZIP: 28358 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on February 28, 1995 Registration No. 33-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- Form S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------------- Southern National Corporation (Exact name of registrant as specified in its charter) North Carolina 56-0939887 (State or other jurisdiction of (I.R.S. Employer incorporation) Identification No.) 500 North Chestnut Street Lumberton, North Carolina 28358 (910) 671-2000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) David L. Craven Senior Vice President, General Counsel and Secretary Southern National Corporation 200 West Second Street Winston-Salem, North Carolina 27101 (910) 773-7390 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------- Copies to: David M. Carter Hunton & Williams 951 East Byrd Street Richmond, Virginia 23219 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] CALCULATION OF REGISTRATION FEE
================================================================================ Proposed Proposed maximum maximum Title of each class Amount to offering aggregate Amount of of securities to be be price per offering registration registered registered unit/(1)/ price/(1)/ fee - -------------------------------------------------------------------------------- Common Stock 729,218 $22.00 $16,042,796 $5,532 ================================================================================
(1) Estimated solely for the purposes of computing the registration fee pursuant to Rule 457(c) of the Rules and Regulations of the Securities and Exchange Commission (the "Commission") under the Securities Act. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ 729,218 Shares SOUTHERN NATIONAL CORPORATION COMMON STOCK ----------------------- This Prospectus relates to the offer and sale of an aggregate of 729,218 shares of the common stock, par value $5.00 per share ("Common Stock"), of Southern National Corporation (the "Company" or "SNC") by certain stockholders of the Company (the "Selling Stockholders"). The shares of Common Stock offered by the Selling Stockholders hereby are referred to herein as "Shares." The Shares may be sold directly by the Selling Stockholders or by their pledgees, donees, transferees or other successors in interest. Alternatively, the Shares may be offered to or through brokers or dealers who may act solely as agents or who may acquire Shares as principals. The distribution of the Shares may be effected in one or more transactions that may take place on the New York Stock Exchange ("NYSE"), including block trades or ordinary broker's transactions, or through privately negotiated transactions or sales to one or more broker/dealers for resale of such securities as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by these holders in connection with such sales. In connection with such sales, the Selling Stockholders and any participating brokers or dealers may be deemed "underwriters" as such term is defined in the Securities Act of 1933, as amended (the "Securities Act"). None of the proceeds from the sale of the Shares by the Selling Stockholders will be received by the Company. See "Use of Proceeds." No underwriter is being utilized in connection with this offering. The Company has agreed to bear all expenses (other than commissions or discounts of underwriters, dealers or agents, brokers' fees, state and local transfer taxes, and fees and expenses of counsel or other advisors to the Selling Stockholders) in connection with the registration of the Shares being offered by the Selling Stockholders, estimated to be $24,000. See "Plan of Distribution" herein for a description of indemnification arrangements between the Company and the Selling Stockholders. The Common Stock is traded on the NYSE under the symbol "SNB." On December 31, 1994, the closing price of the Common Stock was $19.125. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SHARES OF SOUTHERN NATIONAL CORPORATION COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ----------------------- The date of this Prospectus is February 28, 1995. AVAILABLE INFORMATION SNC is subject to the reporting and informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549, and at the Regional Offices located at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60611-2511 and 7 World Trade Center (13th Floor), New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and other information with respect to SNC may also be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. As permitted by the Rules and Regulations of the SEC, this Prospectus does not contain all the information set forth in the Registration Statement on Form S-3, of which this Prospectus is a part, and exhibits thereto (together with the amendments thereto, the "Registration Statement"), which have been filed by SNC with the SEC under the Securities Act of 1933 (the "Securities Act") with respect to SNC Common Stock and to which reference is hereby made for further information. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The Corporation hereby incorporates by reference in this Prospectus the following documents filed with the Commission: The following documents concerning SNC (File No. 1-10853) are incorporated by reference herein: (i) the Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, the consolidated financial statements and certain other information therein having been superseded by the consolidated financial statements and certain other information for the year ended December 31, 1993, that are included in the Corporation's Current Report on Form 8-K, dated September 26, 1994, to reflect the Corporation's acquisition of Regency Bancshares Inc. ("Regency"), The First Savings Bank, FSB ("FSB"), and Home Federal Savings Bank ("Home"); (ii) the Corporation's Quarterly Reports on Form 10-Q for the periods ended March 31, 1994, June 30, 1994, and September 30, 1994; (iii) the description of the Common Stock in the Corporation's registration statement filed under the Exchange Act with respect to the Common Stock, including all amendments and reports filed with the purpose of updating such description; (iv) the Corporation's Current Reports on Form 8-K dated January 28, 1994 (as amended on April 15, 1994, and June 6, 1994), August 8, 1994, September 26, 1994, November 14, 1994 and February 24, 1995 including consolidated financial statements for BB&T Financial Corporation ("BB&T Financial") and pro forma condensed financial information relating to SNC's proposed merger with BB&T. All other reports filed by the Corporation with the Commission pursuant to Section 13(a) and 13(c) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of shares of Corporation's Common Stock pursuant to this Prospectus, any definitive proxy or information statement filed pursuant to Section 14 of the Exchange Act in connection with any subsequent meetings of shareholders and any reports filed pursuant to Section 15 of the Exchange Act prior to any such termination of the offering of shares, shall be deemed to be incorporated by reference in this Prospectus and to be apart hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modified or superseded such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Corporation will provide promptly without charge to each person to whom this Prospectus is delivered, on the written or oral request of any such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits to such documents which are not specifically incorporated by reference in such documents). Written requests for such copies should be directed to Jerone C. Herring, General Counsel, Southern National Corporation, 200 West Second Street, Winston-Salem, North Carolina 27101. Telephone requests may be directed to 910/773-7391. Additional information regarding the Corporation, this Prospectus described herein and the securities offered by this Prospectus is contained in the Registration Statement on Form S-3 and the exhibits relating thereto, as filed with the Commission under the Securities Act of 1933, as amended. For further information in this regard, reference is made to the Registration Statement and the exhibits thereto, which may be inspected without charge at, and copies thereof may be obtained at prescribed rates from, the office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. 1 USE OF PROCEEDS The Company will receive no proceeds from the sale of Shares by the Selling Stockholders. SELLING STOCKHOLDERS The Shares being offered hereby by the Selling Stockholders were acquired in connection with the acquisitions by the Company of (i) Prime Rate Premium Finance Corporation, Inc. ("Prime Rate"), a South Carolina corporation, Agency Technologies, Inc., ("Agency"), a South Carolina corporation, and IFCO, Inc. ("IFCO"), a Virginia corporation; (ii) McLean, Brady and McLean Agency, Inc. ("McLean"), a North Carolina corporation; and (iii) Leasing Associates, Inc., a South Carolina corporation. The following table sets forth, for each Selling Stockholder, the amount of Common Stock of the Company owned, the number of shares of Common Stock offered hereby and the number of shares of Common Stock of the Company to be held after completion of the offering hereby, and the nature of any position, office or other material relationship that the Selling Stockholder has had within the past three years with the Company or any of its predecessors or affiliates.
Number of Shares to be Held After Name and Number of Number of Shares Completion of Address Shares Owned Offered Hereby this Offering - ---------------------------- ------------ ---------------- ---------------- Charles M. Shelton, Sr./1/ 148,129 148,129 -0- R. Edwin Shelton 148,129 148,129 -0- Amanda L. Shelton 37,033 37,033 -0- Charles M. Shelton, Jr. 37,033 37,033 -0- Jennifer S. Egues 24,688 24,688 -0- Winifred L. Shelton 24,688 24,688 -0- Lydia S. Surles 24,689 24,689 -0- James R. Lingle, Sr. 111,097 111,097 -0- James R. Lingle, Jr./2/ 37,033 37,033 -0- Clarkson B. McLean/3/ 38,845 38,823 22
- --------------- /1/ Charles M. Shelton owns 40,000 shares of preferred stock subject to Escrow Agreement. /2/ Includes 35,978 shares of SNC Common Stock pledged to First Union National Bank of South Carolina. In addition to possible resales of such shares by Mr. Lingle, the registration statement covers any resale of shares by First Union National Bank of South Carolina who hold such shares as pledgees. /3/ Clarkson B. McLean has held the position of Senior Vice President since the acquisition of McLean on June 1, 1994. 2 James P. Clamp 54,726 50,896 3,830 Wingate College 2,349 2,349 -0- Dorothy C. Dickson 13,311 13,311 -0- Cecelia D. Stewart 15,660 15,660 -0- Robert T. Dickson 15,660 15,660 -0-
- ------------- *Less than one percent (1%) PLAN OF DISTRIBUTION The Shares may be sold directly by the Selling Stockholders or by their pledgees, donees, transferees or other successors in interest. Alternatively, the Shares may be offered to or through brokers or dealers who may act solely as agents, or who may acquire Shares as principals. The distribution of the Shares may be effected in one or more transactions that may take place on the NYSE, including block trades or ordinary broker's transactions, or through privately negotiated transactions or sales to one or more broker/dealers for resale of such securities as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by these holders in connection with such sales. In connection with such sales, the Selling Stockholders and any participating brokers or dealers may be deemed "underwriters" as such term is defined in the Securities Act. No underwriter is being utilized in connection with this offering. The Company has agreed to bear all expenses (other than commissions or discounts of underwriters, dealers or agents, brokers' fees, state and local transfer taxes, and fees and expenses of counsel or other advisors to the Selling Stockholders) in connection with the registration of the Shares being offered by the Selling Stockholders, estimated to be $24,000. The Company has agreed to indemnify the Selling Stockholders, and the Selling Stockholders have agreed to indemnify the Company, from certain damages or liabilities arising out of or based upon any untrue statement of a material fact contained in, or material omission from, the Registration Statement, to the extent such untrue statement or omission was made in the Registration Statement in reliance upon information furnished by the indemnifying party. DESCRIPTION OF COMMON STOCK General SNC's authorized capital stock consists of 300,000,000 shares of Common Stock, par value $5 per share, and 5,000,000 shares of preferred stock, par value $5 per share. Under SNC's Articles of Incorporation, the Board of Directors of SNC has the power, without further action by the stockholders, to provide for the issuance of preferred stock in one or more series and to fix the voting powers, designations, preferences, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof by adopting a resolution or resolutions creating and designating such series. As of December 31, 1994, there were 44,158,751 shares of Common Stock and 770,000 shares of preferred stock outstanding. The capital stock of SNC does not represent or constitute a deposit account and is not insured by the Federal Deposit Insurance Corporation ("FDIC"). 3 Common Stock Each share of Common Stock is entitled to such dividends as may from time to time be declared by the Board of Directors from any funds legally available for dividends. If certain requirements are met, share dividends in shares of another class or series may be issued to holders of Common Stock. Additionally, the holders of shares of Common Stock will be entitled to receive such other distributions as the SNC Board may declare; provided, however, no distributions may be made if, after giving effect thereto: (i) SNC would not be able to pay its debts as they become due in the ordinary course of business; or (ii) SNC's total assets would be less than the sum of SNC's total liabilities plus the amount that would be needed, if SNC were to be dissolved at the time of distribution, to satisfy claims of holders of SNC Convertible Preferred Stock and such shareholders which have preferential rights superior to the rights of holders of Common Stock. Common Stock is not redeemable or entitled to any sinking fund. Holders of Common Stock are entitled to one vote per share. Stockholders do not have cumulative voting rights in the election of directors so long as SNC has shares of any class of securities entitled to be voted at a meeting that are held of record by more than 2,000 shareholders or listed on a national securities exchange, unless the SNC Articles are amended to provide otherwise. The Common Stock has no conversion rights and the holders of Common Stock have no preemptive or other rights to subscribe for additional securities of SNC. In the event of liquidation of SNC, after the payment or provision for payment of all debts and liabilities and subject to the rights of the holders of preferred stock which may be outstanding, the holders of Common Stock will be entitled to share ratably in the remaining assets of SNC. Shares of Common Stock are fully paid and nonassessable. The shares of Common Stock are listed on the NYSE. Anti-Takeover Provisions Certain provisions of North Carolina law, the SNC Bylaws and the SNC Articles and certain other arrangements, some of which are described below, may discourage an attempt to acquire control of SNC that a majority of either corporation's shareholders determined was in their best interests. These provisions also may render the removal of one or all directors more difficult or deter or delay corporate changes of control that the SNC Board did not approve. Classified Board of Directors. The provisions of the SNC Bylaws and the SNC Articles providing for classification of the Board of Directors into three separate classes and removal of directors only for cause may have certain anti- takeover effects. Authorized Preferred Stock. The rights of holders of Common Stock will be subject to, and may be adversely affected by, the rights of holders of any SNC Preferred Stock that may be issued in the future. Any such issuance may adversely affect the interests of holders of Common Stock by limiting the control that such holders may exert by exercise of their voting rights, by subordinating their rights in liquidation to the rights of the holders of such SNC Preferred Stock, and otherwise. In addition, the issuance of SNC Preferred Stock, in some circumstances, may deter or discourage takeover attempts and other changes in control of SNC, including takeovers and changes in control that some holders of Common Stock may deem to be in their best interests and in the best interests of SNC, by making it more difficult for a person who has gained a substantial equity interest in SNC to obtain control or to exercise control effectively. SNC has no current plans or agreements with respect to the issuance of any shares of SNC Preferred Stock, other than the issuance of SNC Convertible Preferred Stock. Notice Provisions. The SNC Bylaws provide that a shareholder wishing to nominate a person as a candidate for election to the SNC Board must submit such nomination in writing to the Secretary of SNC not later than 60 days before one year after the date of the immediately preceding Annual Meeting of Shareholders, together with biographical information about the candidate, the shareholder's name and shareholdings, in order for such candidate to be considered at the next Annual Meeting. Similarly, a shareholder must notify the Secretary of SNC in writing not later than 60 days before one year after the date of the immediately preceding Annual Meeting of the shareholder's intention to make a proposal for consideration at the next Annual Meeting. As to each proposal, the notice must contain (i) a brief description of the proposal, (ii) the name and shareholdings of the shareholder and (iii) any material interest of the shareholder in such proposal. 4 Shareholder Meetings. Shareholders of SNC may not request that a special meeting of shareholders be called. RECENT DEVELOPMENTS On July 29, 1994, SNC and BB&T Financial Corporation ("BB&T Financial") entered into a definitive Agreement and Plan of Merger (the "Plan") pursuant to an Agreement and Plan of Reorganization, dated July 29, 1994 (as amended and restated as of October 22, 1994, the "Reorganization Agreement"), providing for, among other things, the merger of BB&T with and into SNC, with SNC as the surviving institution. This merger of equals unanimously approved by the boards of directors of both companies, will be accomplished through a merger to be accounted for as a pooling of interests in which BB&T Financial shareholders will receive 1.45 shares of common stock of the resulting company for each share of BB&T Financial Common Stock. The transaction will be structured as a tax- free exchange. The combined company will have approximately 103 million shares outstanding after taking into account pending acquisitions. The transaction has been approved by all necessary regulatory authorities and the shareholders of both SNC and BB&T Financial and the transaction is expected to be consummated on February 28, 1995. The Reorganization Agreement provides that after the effective date of the Merger, the Board of Directors of SNC (after such time, the "Continuing Corporation") shall consist of 12 persons named by the Board of Directors of BB&T Financial and 12 persons named by the Board of Directors of SNC. INDEMNIFICATION Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act ("NCBCA") contain specific provisions relating to indemnification of directors and officers of North Carolina corporations. In general, the statute provides that: (i) a corporation must indemnify a director or officer who is wholly successful in his defense of a proceeding to which he is a party because of his status as such, unless limited by the articles of incorporation; and (ii) a corporation may indemnify a director or officer if he is not wholly successful in such defense, if it is determined as provided in the statute that the director or officer meets a certain standard of conduct, provided that when a director or officer is liable to the corporation, the corporation may not indemnify him. The statute also permits a director or officer of a corporation who is a party to a proceeding to apply to the courts for indemnification, unless the articles of incorporation provide otherwise, and the court may order indemnification under certain circumstances set forth in the statute. The statute further provides that a corporation may in its articles of incorporation or bylaws or by contract or resolution provide indemnification in addition to that provided by the statute, subject to certain conditions set forth in the statute. The SNC Bylaws provide for the indemnification of directors and executive officers against liabilities arising out of such person's status as such, excluding any liability relating to activities that were at the time known or believed by such person to be clearly in conflict with the best interests of SNC. DIRECTOR LIABILITY The NCBCA provides that in suits brought by shareholders or by the corporation, the liability of a director is limited by statute except in cases of (i) acts or omissions that the director knew or believed were clearly in conflict with the best interests of the corporation, (ii) unlawful distributions or (iii) any transaction providing the director an improper personal benefit. The statutory limit on liability can be, and in the case of SNC and BB&T Financial has been, reduced by the shareholders to zero. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) 5 is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. LEGAL MATTERS The legality of the Common Stock being offered hereby will be passed upon for the Company by Hunton & Williams, 901 East Byrd Street, Richmond, Virginia 23219. EXPERTS The consolidated financial statements and exhibit of SNC and its subsidiaries as of December 31, 1993 and 1992, and for each of the years in the three-year period ended December 31, 1993, included in SNC's Current Report on Form 8-K, dated September 26, 1994, and incorporated by reference in this Prospectus, to the extent and for the periods indicated in their reports, have been audited by Arthur Andersen LLP and KPMG Peat Marwick LLP, independent public accountants, and are incorporated herein by reference upon the authority of said firms as experts in giving said reports. The consolidated financial statements of BB&T Financial and its subsidiaries which are incorporated herein by reference from SNC's Current Report on Form 8-K dated February 24, 1995 have been incorporated by reference herein in reliance upon the reports of KPMG Peat Marwick LLP and Donald G. Jones and Company, P.A., independent certified public accountants, incorporated by reference herein, and upon the authority of said firms as experts in accounting and auditing. The financial statements of Commerce Bank ("Commerce") as of December 31, 1993, and for the one-year period ended December 31, 1993, included in SNC's Current Report on Form 8-K dated November 14, 1994, and incorporated by reference in this Prospectus have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated by reference. Such financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The financial statements of Commerce as of December 31, 1992, and for the two years then ended, included in SNC's Current Report on Form 8-K dated November 14, 1994, and incorporated by reference in this Prospectus have been included herein in reliance on the report of Coopers & Lybrand, independent accountants, and are incorporated herein by reference upon the authority of that firm as experts in auditing and accounting. The financial statements of FSB and subsidiaries as of June 30, 1993, and 1992, and for each of the years in the three-year period ended June 30, 1993, included in SNC's Current Report on Form 8-K Amendment No. 1, dated April 15, 1994, have been incorporated by reference in this Prospectus, in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing. 6 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution Estimated expenses in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are as follows: [confirm] Securities and Exchange Commission registration fee.. $ 5,532 Blue Sky fees and expenses........................... 2,000 Legal fees........................................... 5,000 Accounting fees...................................... 10,000 Printing, engraving and postage expenses............. 1,000 Miscellaneous expenses............................... 468 ------- Total.............................................. $24,000
Item 15. Indemnification of Directors and Officers The SNC Bylaws provide that SNC shall indemnify to the fullest extent permitted by law any person who (i) is, or has served as, an officer or director of SNC (ii) is, or has served as, at the request of the Company, an officer or director of any enterprise in which SNC has a significant financial interest (each, an "Affiliate") or (iii) is, or has served as, a trustee or administrator under any employee benefit plan sponsored by SNC or any Affiliate. North Carolina law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement incurred in connection with any actual or threatened action, suit or proceeding brought because such person is or was a director or officer of the corporation; provided, however, that a corporation may not indemnify or agree to indemnify a director or officer against liability or expenses he may incur on account of his activities which were at the time taken known or believed by him to be clearly in conflict with the best interests of the corporation. SNC has in force and effect a policy effective during the period insuring the directors and officers of SNC against losses which they or any of them shall become legally obligated to pay for reason of any actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty by the directors and officers in the discharge of their duties, individually or collectively, or any matter claimed against them solely by reason of their being directors or officers, such insurance coverage being limited to an aggregate sum of $10,000,000 each policy year, and such coverage being further limited by the specific terms and provisions of the insurance policy. Item 16. Exhibits 3.1 -Amended and Restated Articles of Incorporation of SNC (filed as Exhibit 4(a) to SNC's Registration Statement on Form S-3 filed on June 9, 1993 (Registration Statement No. 33-64176) and incorporated herein by reference) 3.2 -Bylaws of SNC (filed as Exhibit 3.2 to SNC's Registration Statement on Form S-4 filed on June 20, 1989 (Registration Statement No. 33- 20586) and incorporated herein by reference) 5 -Opinion of Hunton & Williams 23.1 -Consent of Arthur Andersen LLP 7 23.2 -Consent of KPMG Peat Marwick LLP 23.3 -Consent of KPMG Peat Marwick LLP 23.4 -Consent of Donald G. Jones and Company, P.A. 23.5 -Consent of Ernst & Young LLP 23.6 -Consent of Coopers & Lybrand L.L.P. 23.7 -Consent of Hunton & Williams (included in Exhibit 5) 24 -Powers of Attorney of Directors and Officers of the Company (included on signature pages) Item 17. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being 8 registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on February 24, 1995. SOUTHERN NATIONAL CORPORATION (Registrant) By: /s/ L. Glenn Orr, Jr. ------------------------------------------------ L. Glenn Orr, Jr. Chairman, President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 1995. Each of the directors and/or officers of Southern National Corporation whose signature appears below hereby appoints David L. Craven, Sherry A. Kellett and David M. Carter, and each of them severally, as his attorney-in-fact to sign in his name and behalf, in any and all capacities stated below and to file with the Commission, any and all amendments, including post-effective amendments to this registration statement, making such changes in the registration statement as appropriate, and generally to do all such things in their behalf in their capacities as officers and directors to enable Southern National Corporation to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission. Signature Title --------- ----- /s/ L. Glenn Orr, Jr. Chairman, President, Chief - ---------------------------- Executive Officer and Director L. Glenn Orr, Jr. (Principal Executive Officer) /s/ Gary E. Carlton Executive Vice President and - ---------------------------- Director Gary E. Carlton /s/ Sherry A. Kellett Executive Vice President and Controller - ---------------------------- (Principal Financial and Accounting Officer) Sherry A. Kellett /s/ William F. Black Director - ---------------------------- William F. Black /s/ Luther C. Boliek Director - ---------------------------- Luthe r C. Boliek /s/ Ronald E. Deal Director - ---------------------------- Ronald E. Deal 10 Director - ---------------------------- William N. Geiger, Jr. /s/ Paul S. Goldsmith Director - ---------------------------- Paul S. Goldsmith Director - ---------------------------- Lloyd Vincent Hackley /s/ James A. Hardison, Jr. Director - ---------------------------- James A. Hardison, Jr. /s/ Donald C. Hiscott Director - ---------------------------- Donald C. Hiscott Director - ---------------------------- Charles A. Hostetler /s/ Richard Janeway Director - ---------------------------- Richard Janeway, M.D. Director - ---------------------------- Joseph A. McAleer /s/ Albert O. McCauley Director - ---------------------------- Albert O. McCauley /s/ Dickson McLean, Jr. Director - ---------------------------- Dickson McLean, Jr. /s/ Charles E. Nichols Director - ---------------------------- Charles E. Nichols /s/ C. Edward Pleasants Director - ---------------------------- C. Edward Pleasants /s/ Nido R. Qubein Director - ---------------------------- Nido R. Qubein /s/ Ted R. Reynolds Director - ---------------------------- Ted R. Reynolds /s/ A. Bruce Williams Director - ---------------------------- A. Bruce Williams /s/ A. Tab Williams, Jr. Director - ---------------------------- A. Tab Williams, Jr. /s/ Edward M. Williams Director - ---------------------------- Edward M. Williams 11 /s/ T. H. Yancey Director - ---------------------------- T. H. Yancey /s/ Robert H. Yeargin Director - ---------------------------- Robert H. Yeargin 12 EXHIBIT INDEX 3.1 Amended and Restated Articles of Incorporation of SNC (filed as Exhibit 4(a) to SNC's Registration Statement on Form S-3 filed on June 9, 1993 (Registration Statement No. 33-64176) and incorporated herein by reference) 3.2 Bylaws of SNC (filed as Exhibit 3.2 to SNC's Registration Statement on Form S-4 filed on June 20, 1989 (Registration Statement No. 33-20586) and incorporated herein by reference) 5 Opinion of Hunton & Williams 23.1 Consent of Arthur Andersen LLP 23.2 Consent of KPMG Peat Marwick LLP 23.3 Consent of KPMG Peat Marwick LLP 23.4 Consent of Donald G. Jones and Company, P.A. 23.5 Consent of Ernst & Young LLP 23.6 Consent of Coopers & Lybrand L.L.P. 23.7 Consent of Hunton & Williams (included in Exhibit 5) 24 Powers of Attorney of Directors and Officers of the Company (included on signature pages) ______________ *To be filed subsequent to the effectiveness of this Registration Statement and incorporated by reference pursuant to a Report on Form 8-K. 13 EX-5 2 EXHIBIT 5 Exhibit 5 HUNTON & WILLIAMS 951 East Byrd Street Richmond, Virginia 23219 February 24, 1995 Board of Directors Southern National Corporation 200 West Second Street Winston-Salem, North Carolina 27101 Registration Statement on Form S-3 Southern National Corporation ----------------------------- Ladies and Gentlemen: We are acting as counsel for Southern National Corporation (the "Company") in connection with its registration under the Securities Act of 1933 of 729,218 shares of its common stock (the "Shares") which are proposed to be offered and sold as described in the Company's Registration Statement on Form S-3 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") on February 27, 1995. In rendering this opinion, we have relied upon, among other things, our examination of such records of the Company and certificates of its officers and of public officials as we have deemed necessary. Based upon the foregoing, we are of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of North Carolina. 2. The Shares have been duly authorized and, when the Shares have been offered and sold as described in the Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Very truly yours, /s/ Hunton & Williams 14 EX-23.1 3 EXHIBIT 23.1 Exhibit 23.1 [LETTERHEAD OF ARTHUR ANDERSEN LLP] Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 28, 1994, included in Southern National Corporation's report on Form 8-K dated September 26, 1994, and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Charlotte, North Carolina, February 24, 1995. 15 EX-23.2 4 EXHIBIT 23.2 Exhibit 23.2 ------------ INDEPENDENT AUDITORS CONSENT ---------------------------- The Board of Directors Southern National Corporation We consent to the incorporation by reference in the registration statement on Form S-3 (register shares on behalf of certain SNC shareholders) of Southern National Corporation of our report dated August 14, 1992, with respect to the consolidated statements of financial condition of The First Savings Bank, FSB and subsidiaries as of June 30, 1992 and 1991, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended June 30, 1992 which report appears in the Form 8-K of Southern National Corporation dated September 26, 1994; and our report dated August 6, 1993, with respect to the consolidated statements of financial condition of The First Savings Bank, FSB and subsidiaries as of June 30, 1993 and 1992, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended June 30, 1993 which report appears in the Form 8-K Amendment No.1 of Southern National Corporation dated April 15, 1994; and to the reference to our firm under the heading "Experts" in the registration statement. Greenville, South Carolina KPMG Peat Marwick LLP February 24, 1995 EX-23.3 5 EXHIBIT 23.3 Exhibit 23.3 ------------ INDEPENDENT AUDITORS' CONSENT The Board of Directors BB&T Financial Corporation We consent to the use of our report dated January 19, 1994, except as to note 2 which is as of June 30, 1994, included in Southern National Corporation's ("SNC") Current Report on Form 8-K dated February 24, 1995, incorporated by reference in the SNC Form S-3 Registration Statement, the purpose of which is to register shares on behalf of certain SNC shareholders, and to the reference to our firm under the heading "Experts" in the related prospectus. KPMG Peat Marwick LLP Raleigh, North Carolina February 24, 1995 EX-23.4 6 EXHIBIT 23.4 Exhibit 23.4 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the use of our report included herein and incorporated herein by reference, and to the reference to our firm under the Heading "Experts" in the Proxy Statement/Prospectus. DONALD G. JONES AND COMPANY, P.A. Columbia, South Carolina February 24, 1995 16 EX-23.5 7 EXHIBIT 23.5 Exhibit 23.5 CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Southern National Corporation for the registration of 729,218 shares of its common stock and to the incorporation by reference of our report dated January 21, 1994, with respect to the financial statements and schedule of Commerce Bank included in its Annual Report (Form F-2) for the year ended December 31, 1993, filed with the Securities and Exchange Commission on Southern National Corporation's Current Report on Form 8-K dated November 14, 1994. Ernst & Young LLP Virginia Beach, Virginia February 24, 1995 17 EX-23.6 8 EXHIBIT 23.6 Exhibit 23.6 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Southern National Corporation on Form S-3 of our report dated January 15, 1993, on our audits of the financial statements of Commerce Bank as of December 31, 1992 and 1991 and for each of the years then ended, which report has been filed in the Current Report on Form 8-K of Southern National Corporation dated November 14, 1994. We also consent to the reference to our firm under the caption "Experts" appearing in this Form S-3. Coopers & Lybrand L.L.P. Norfolk, Virginia February 24, 1995 18 -----END PRIVACY-ENHANCED MESSAGE-----