Dayhoff Soundtrack: BB&T to Acquire Mason-Dixon Bancshares of Westminster, MD

Friday, January 29, 1999

BB&T to Acquire Mason-Dixon Bancshares of Westminster, MD

BB&T to Acquire Mason-Dixon Bancshares of Westminster, MD

WINSTON-SALEM, NC, Thursday, January 28, 1999

(NYSE: BBT) announced today that it will acquire Mason-Dixon Bancshares Inc. (OTC: MSDX) of Westminster, Md., in a $256.9 million stock transaction that will double BB&T's presence in Maryland.

Mason-Dixon shareholders will receive 1.30 shares of BB&T common stock for each share of Mason-Dixon Bancshares Inc. common stock. Based on BB&T's closing price of $38.44 on Jan. 26, the indicated value for Mason-Dixon would be $49.97 per share. The transaction, approved by the boards of directors of both companies, will be accounted for as a pooling of interests.

Mason-Dixon will increase BB&T's assets to about $2.4 billion in Maryland, where BB&T will rank eighth in market share. Mason-Dixon's branch network includes 23 banking offices, 12 consumer finance offices and three mortgage loan offices.

Its $1.1 billion franchise will extend BB&T's Maryland presence in the economically strong markets in central Maryland. Mason-Dixon Bancshares is the parent company of Carroll County Bank and Trust Company, Bank of Maryland and Rose Shanis Financial Services LLC.

"Mason-Dixon Bancshares is a customer-oriented and service-driven institution," said BB&T Chairman John Allison. "They will fit nicely into our community banking approach where nearly all customer decisions are made locally. We think this partnership pushes us toward our goal of creating the world standard revenue-driven sales organization."

The Mason-Dixon acquisition is BB&T's second in as many days. BB&T said Wednesday that it would acquire First Citizens Corporation of Newnan, Ga., in a $125.9 million transaction that gives BB&T its first entry into Georgia. First Citizens has 13 banking offices and one mortgage loan office in south metropolitan Atlanta.

Named the top "small business friendly" bank in the nation by the US Small Business Administration, BB&T expects to expand consumer, small business and commercial lending opportunities in central Maryland. Mason-Dixon customers will be introduced to a broad product line that includes insurance, mutual funds, annuities, leasing, trust, retail brokerage and investment banking.

Over the last five years, BB&T has produced the strongest growth rate in noninterest revenue among the country's 50 largest banks. Its noninterest income growth in 1998 was 28.5 percent. Yet, as it continues to grow, BB&T's 17-region community bank network ensures autonomy and local decision-making.

"I believe a merger with BB&T Corporation fulfills our deep-seated commitment to our most important constituents," said Thomas K. Ferguson, president and chief executive officer of Mason-Dixon Bancshares. "Our stockholders will receive a superior value for their Mason-Dixon shares and will become owners in a top-ranked and highly regarded financial services company.

Our employees will be associated with a company that places high value on community banking and operates with a culture and core values remarkably similar to our own.

"Our customers will benefit from a much broader array of products and services delivered by the same bankers they know and trust. And BB&T has a long history of supporting the communities in which it does business, as demonstrated by its commitment of economic support to Westminster."

BB&T will donate $2.25 million and one acre to the city of Westminster or other appropriate entity. Mason-Dixon had planned to build a new Carroll County Bank and Trust operations center on the site. The money will help facilitate redevelopment of the land.

Ferguson will be named executive vice president of civic and economic development for BB&T's Maryland regions. He also will serve on the bank's North Carolina board of directors. Westminster will become headquarters for BB&T's newest Maryland community bank region. Carroll County Bank Chief Executive Officer Michael Oster will be named the new region's president.

The merger, which is subject to the approval of Mason-Dixon Bancshares shareholders and banking regulators, is expected to be completed in the third quarter of 1999. Winston-Salem, NC-based BB&T Corporation, with $35 billion in assets, operates 534 banking offices in Maryland, Virginia, Washington, DC, and the Carolinas.

Labels: 20150523 CCB Reunion, Bus Banking Carroll Co, Business Banking, Business Banking Carroll County Bank and Trust Co.

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