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.
Carroll County Bank and Trust Company web site introduction
