As filed with the Securities and Exchange Commission on October 28, 2009

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(B) OR (G) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

BB&T Corporation		BB&T Capital Trust VII
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)

 

 

 

North Carolina		56-0939887		Delaware		26-6477036
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)		(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

200 West Second Street Winston-Salem, North Carolina 27101		c/o BB&T Corporation 200 West Second Street Winston-Salem, North Carolina 27101
(Address of Principal Executive Offices)		(Address of Principal Executive Offices)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered
Trust Preferred Securities of BB&T Capital Trust VII Junior Subordinated Debentures of BB&T Corporation* BB&T Corporation Guarantee with respect to Trust Preferred Securities of BB&T Capital Trust VII*		New York Stock Exchange, Inc. New York Stock Exchange, Inc.* New York Stock Exchange, Inc.*

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.    x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.    ¨

Securities Act registration statement file number to which this Form relates: 333-152543 and 333-152543-03

Securities to be registered pursuant to Section 12(g) of the Act: None.

^* Not for trading, but only in connection with the registration of the Trust Preferred Securities.

 

 

 

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INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.

Description of Securities to Be Registered.

The title of the class of securities to be registered hereunder is “Enhanced Trust Preferred Securities” (the “Capital Securities”). The Capital Securities will be issued by BB&T Capital Trust VII and guaranteed by BB&T Corporation (“BB&T”) to the extent set forth in the form of guarantee (the “Guarantee”) and certain other documents of BB&T. A description of the Capital Securities is set forth in the Registration Statement on Form S-3 (File Nos. 333-152543 and 333-152543-02), filed with the Securities and Exchange Commission (the “Commission”), as thereby amended (as amended, the “Registration Statement”) and in the Prospectus Supplement relating thereto dated October 21, 2009 and filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), under the captions “BB&T Capital Trust VII,” “Summary of Terms of the Capital Securities,” “Summary of Terms of the Junior Subordinated Debentures” and “Guarantee of Capital Securities,” which descriptions are hereby incorporated by reference herein. Any form of prospectus or prospectus supplement that includes such description that is subsequently filed by the registrants as part of an amendment to the Registration Statement or otherwise pursuant to Rule 424(b) under the Securities Act is hereby incorporated by reference herein.

 

Item 2.

Exhibits.

The following exhibits have been incorporated by reference into this registration statement filed with the Commission.

 

Exhibit No.		Description
4.1		Certificate of Trust of BB&T Capital Trust VII, as filed with the Delaware Secretary of State on July 22, 2008 (Incorporated by reference to Exhibit 4.30 to the Registrants’ Registration Statement on Form S-3, as filed with the Commission on July 25, 2008).
4.2		Trust Agreement of BB&T Capital Trust VII, dated as of July 21, 2008, among BB&T, Wilmington Trust Company, as Delaware Trustee, and the Administrative Trustees named therein (Incorporated by reference to Exhibit 4.31 to the Registrants’ Registration Statement on Form S-3, as filed with the Commission on July 25, 2008).
4.3		Amended and Restated Trust Agreement of BB&T Capital Trust VII, dated as of October 28, 2009, among BB&T, as depositor, U.S. Bank National Association, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the Administrative Trustees named therein (Incorporated by reference to Exhibit 4.2 to BB&T’s Current Report on Form 8-K, as filed with the Commission on October 28, 2009).
4.4		Guarantee Agreement for BB&T Capital Trust VII, dated as of October 28, 2009, between BB&T, as guarantor, and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3 to BB&T’s Current Report on Form 8-K, as filed with the Commission on October 28, 2009).
4.5		Junior Subordinated Indenture between BB&T and U.S. Bank National Association, as trustee, dated as of August 18, 2005 (Incorporated by reference to Exhibit 99.1 of BB&T’s Current Report on Form 8-K, as filed with the Commission on August 24, 2005).
4.6		Sixth Supplemental Indenture, dated as of October 28, 2009, between BB&T and U.S. Bank National Association, as trustee, under the Junior Subordinated Indenture, dated as of August 18, 2005, between BB&T and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to BB&T’s Current Report on Form 8-K, as filed with the Commission on October 28, 2009).
4.7		Form of Global Capital Securities Certificate (Included as part of Exhibit 4.3 above).
4.8		Form of Junior Subordinated Debenture (Included as part of Exhibit 4.6 above).

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.

Date: October 28, 2009