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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act 1934
for the fiscal year ended:
December 31, 1993
commission file number: 0-4641
SOUTHERN NATIONAL CORPORATION
(Exact name of registrant as specified its charter)
North Carolina 56-0939887
(State of incorporation) (I.R.S. Employer Identification No.)
500 North Chestnut Street 28358
Lumberton, North Carolina (Zip Code)
Address of principal executive offices)
(919) 671-2000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
Common Stock, $5 par value New York Stock Exchange
Depositary Shares, New York Stock Exchange
stated value $25
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendments to this Form 10-K __________.
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act Of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X NO ________
The aggregate market value of Southern National Corporation
voting common stock held by non-affiliates as of February
17, 1994 was $780.9 million and the number of shares
outstanding at February 17, 1994 was 42, 353,374.
Portions of the Proxy Statement for the 1994 Annual Meeting
of Shareholders are incorporated by reference into Par III
of this Form 10-K.
Part I.
Item 4. Submission of Matters to a Vote of Security Holders
A special meeting of the shareholders of Southern
National Corporation was held on December 27, 1993 to
consider the following resolution:
RESOLVED, that up to 8,305,000 shares of Southern National
Corporation's common stock including shares to be issued
pursuant to options to purchase shares of Southern National
Corporation common stock based upon the exchange ratio)
(subject to adjustment in retain circumstances) to be issued
pursuant to the terms of the Agreement and Plan of Merger
dated August 5, 1993, providing for the acquisition by
Southern National Corporation of The First Savings Bank,
FSB.
Of shares represented by proxy there were:
Votes for 18,803,894 (07.62%); Votes Against 227,902
(1.18%); Abstain 229,576 (1.19%); as a percentage of the
shares represented by proxy at the meeting. There were
31,751,733 shares eligible to vote.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lumberton, State of North
Carolina, On March 24, 1994.
SOUTHERN NATIONAL CORPORATION
(Registrant)
By:_____________________________________
L. Glenn Orr, Jr., Chairman,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the following
persons on behalf of the Registrant and in the capacities
indicated on March 24, 1994.
Signature Title
_______________________ Chairman, President, Chief
L. Glenn Orr, Jr. Executive Officer and Director
(Principal Executive Officer)
________________________ Executive Vice President and Chief
John R. Spruill Financial Officer
(Principal Financial Officer)
________________________ Executive Vice President and
Gary E. Carlton Director
_______________________ Vice President and Controller
Sherry A. Kellett (Principal Accounting Officer)
_______________________ Director
William F. Black
_______________________ Director
Ronald E. Deal
________________________ Director
William N. Geiger, Jr.
________________________ Director
Lloyd V. Hackley, Ph.D.
________________________ Director
James A. Hardison, Jr.
________________________ Director
Donald C. Hiscott
________________________ Director
Richard Janeway, M.D.
________________________ Director
Joseph A. McAleer, Jr.
________________________ Director
Albert O. McCauley
________________________ Director
Dickson McLean, Jr.
________________________ Director
Charles E. Nichols
________________________ Director
C. Edward Pleasants, Jr.
________________________ Director
Nido R. Qubein
________________________ Director
Ted R. Reynolds
________________________ Director
A. Bruce Williams
________________________ Director
A. Tab Williams, Jr.
________________________ Director
Edward M. Williams
________________________ Director
T.H. Yancey
EXHIBIT INDEX
EXHIBIT INDEX
Exhibit No. Description Location
3.1 Articles of Incorporation of Incorporated herein
Southern National Corporation, by reference to
as amended. Registration No. 33-
64176.
3.2 Bylaws of Southern National Incorporated herein
Corporation, as amended. by reference to
Registration No. 33-
29586.
4.1 Form of Articles of Amendment Incorporated herein
to Articles of Incorporation of by reference to
Southern National Corporation Registration No. 33-
relating to Cumulative 44557.
Convertible Preferred Stock,
Series A.
4.2 Agreement to furnish copies of Filed herewith.
documents defining the rights
of the holders of the Capital
Notes of Southern National
Corporation.
10.1* Deferred compensation Incorporated herein
Agreement, dated as of January by reference to
8, 1974, as amended, by and Registration No. 2-
between Southern National Bank 86631.
of North Carolina and Hector
MacLean.
10.2* Deferred Compensation Incorporated herein
Agreement, dated as of April 1, by reference to
1977, as amended, by and Registration No. 2-
between Southern National Bank 73848.
of North Carolina and A. Bruce
Williams.
EXHIBIT INDEX (continued)
Exhibit No. Description Location
10.3* Employment Contract dated Incorporated herein by
July 16, 1981, by and reference to Registration
between Southern National No. 33-29586.
Bank of North Carolina,
Souther National
Corporation and L. Glenn
Orr, Jr.
10.4* Employment Contract dated Incorporated herein by
July 21, 1983, by and reference to Registration
between Southern National No. 33-29586.
Bank of North Carolina,
Southern National
Corporation and William F.
Black.
10.5* Employment Contract dated Incorporated herein by
July 21, 1983, by and reference to Registration
between Southern National No. 33-29586.
Bank of North Carolina and
J.A. Hardison, Jr.
10.6* Agreement dated December Incorporated herein by
12, 1984, by and between reference to Registration
Southern National Bank of No. 33-29586.
North Carolina and James
A. Hardison, Jr.
10.7* Salary continuation Incorporated herein by
agreement dated May 18, reference to Registration
1983, by and between First No. 33-29586.
National Bank of Anson
County and James A.
Hardison, Jr.
10.8* Employment Contract dated Incorporated herein by
September 19, 1985, by and reference to Registration
between Southern National No. 33-00962.
Corporation, Southern
National Bank of North
Carolina and A. Bruce
Williams.
EXHIBIT INDEX (continued)
Exhibit No. Description Location
10.9* Employment Contract dated Incorporated herein by
September 19, 1985, by and reference to Registration
between Southern National No. 33-00962.
Corporation, Southern
National Bank of North
Carolina and A. Bruce
Williams.
10.10* Employment contact dated Incorporated herein by
July 17, 1986, by and reference to Registration
between Southern National No. 33-8137.
Corporation, Southern
National Bank of North
Carolina and Gary E.
Carlton.
10.11* Amendment to Employment Incorporated herein by
contract dated june 15, reference to Registration
1987, by and between No. 33-29586.
Southern National
Corporation, Southern
National Bank of North
Carolina and Gary E.
Carlton.
10.12* Employee Stock Ownership Incorporated herein by
Plan, as amended, of reference to Southern
Southern National National Corporation's
Corporation. Annual Report on form 10-
K for the year ended
December 31, 1988.
10.13* Employment contract dated Incorporated herein by
April 24, 1989, by and reference to Registration
between Southern National No. 33-29586.
Corporation, Southern
National Bank of North
Carolina, Southern
National Bank of South
Carolina and John R.
Spruill.
EXHIBIT INDEX (continued)
Exhibit No. Description Location
10.14* Employment Contract dated Incorporated herein by
June 15, 1989, by and reference to Registration
between Southern National No. 33-29586.
Corporation, Southern
National Bank of North
Carolina and L. Glenn Orr,
Jr.
10.15* Employment contact dated Incorporated herein by
June 15, 1989, by and reference to Registration
between Southern National No. 33-29586
Corporation, Southern
National Bank of North
Carolina and A. Bruce
Williams.
10.16* Amendment to Employment Incorporated herein by
contract dated January 1, reference to Registration
1989, by and between No. 33-38894.
Southern National
Corporation, Southern
National Bank of North
Carolina and A. Bruce
Williams.
10.17* Amendment to Employment Incorporated herein by
contract, dated July 2, reference to Registration
1990, by and between No. 33-38894.
Southern National
corporation, Southern
National Bank of North
Carolina and Hector
MacLean.
10.18* Death Benefit Only plan, Incorporated herein by
dated April 23, 1990, by reference to Registration
and between Southern No. 33-38894.
National Bank of North
Carolina and L. Glenn Orr,
Jr.
EXHIBIT INDEX (continued)
Exhibit No. Description Location
10.19* Non-Employee Director's Incorporated herein by
Stock Option Plan of reference to Southern
Southern National National corporation's
Corporation. definitive Proxy Statement
for the 1992 Annual
Meeting of shareholders,
dated March 25, 1992.
10.20* Amendment to Employment Filed herewith.
contract, dated january 1,
1994, by and between
Southern National
corporation, Southern
National Bank of North
Carolina and Gary E.
Carlton.
10.21* Employment Contract dated Filed herewith.
January 24, 1994, by and
between Souther National
Corporation, Southern
National Bank of South
Carolina and Luther C.
Boliek.
10.22* Executive change in Control Filed herewith.
Agreement dated January 1,
1994, by and between
Southern National
corporation and G. Lee
Cory.
10.23* executive change in Control Filed herewith.
Agreement dated january 1,
1994, by and between
Southern National
corporation and Charles
Royce Hough.
EXHIBIT (continued)
Exhibit Description Location
No.
10.24* Executive change in Filed herewith.
Control Agreement
dated january 1, 1994,
by and between
Southern National
Corporation and Robert
E. Greene.
10.25* Executive change in Filed herewith.
Control Agreement
dated January 1, 1994,
by and between
Southern National
Corporation and Morris
D. Marley.
10.26* Executive change in Filed herewith.
Control Agreement
dated january 1, 1994,
by and between
Southern National
corporation and Sherry
a. Kellett.
10.27* Form of consulting Filed herewith.
Agreement between
Southern National
Corporation and
Outside Directors.
11.1 Computations of Filed herewith.
Earnings Per Share
13.1 Annual report to Filed herewith.
security holders.
21.1 Subsidiaries of the Filed herewith.
Registrant.
23.1 Consent of Arthur Filed herewith.
Andersen & Co.
99.1 Proxy Statement of the Filed herewith.
1994 Annual Meeting of
Shareholders dated
March 16, 1994.
* Management contract or compensatory plan or arrangement.