-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QCYlAo0JeW7Qq/ElOLRxgsqhJwRvywkzgQvGMnGhqzaPwX6RXGJa/PRsmy9IwHNp GBhVi00XmYz9qw7Y1JXkxQ== 0000905870-00-000010.txt : 20000417 0000905870-00-000010.hdr.sgml : 20000417 ACCESSION NUMBER: 0000905870-00-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000410 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/NC CENTRAL INDEX KEY: 0000764811 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561456589 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-13823 FILM NUMBER: 602268 BUSINESS ADDRESS: STREET 1: 101 SUNSET AVE STREET 2: P O BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27203 BUSINESS PHONE: 3366268300 MAIL ADDRESS: STREET 1: P.O. BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27203 8-K 1 FNB CORP. 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) April 10, 2000 -------------- FNB Corp. - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) North Carolina 0-13823 56-1456589 - ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 101 Sunset Avenue, Asheboro, North Carolina 27203 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (336) 626-8300 ------------------------ N/A - ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) 1 ITEM 2. Acquisition or Disposition of Assets On April 10, 2000, FNB Corp. ("FNB") completed its acquisition of Carolina Fincorp, Inc. ("Carolina"). Under the terms of the definitive merger agreement, which was filed with the Securities and Exchange Commission on December 29, 1999 as an appendix to the Joint Proxy Statement/Prospectus forming part of FNB's Registration Statement No. 333-93869 on Form S-4 (the "Registration Statement") and is hereby incorporated herein by reference, Carolina shareholders will receive 0.79 shares of FNB common stock for each share of Carolina common stock. In the aggregate, approximately 1.5 million shares of FNB common stock will be issued to Carolina shareholders. The merger was accounted for as a pooling of interests. A copy of the press release (the "Press Release") relating to the completion of the merger is being filed as Exhibit 99.1 to this report and is incorporated herein by reference. The Press Release contains forward-looking statements, including estimates of future operating results and other forward-looking financial information. These estimates constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. As such, the estimates involve significant risks and uncertainties that could cause actual results to differ from those estimates. A discussion of the various factors, including factors beyond FNB's control, that could cause FNB's results to differ materially from those expressed in such forward-looking statements is included in FNB's filings with the Securities and Exchange Commission, including within the Registration Statement. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits The financial statements for Carolina and the pro forma financial information required by this Item 7 have been previously reported in the Registration Statement in accordance with General Instruction B.3 of Form 8-K. The exhibits listed in the Exhibit Index are filed herewith as part of this Current Report on Form 8-K. 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. FNB CORP. Date: April 14, 2000 By /s/ Jerry A. Little --------------------- Jerry A. Little Secretary and Treasurer 2 INDEX TO EXHIBITS The following exhibits are filed as part of this report: Exhibit No. Description 2 Amended and Restated Agreement and Plan of Merger dated as of December 28, 1999 by and between FNB Corp. and Carolina Fincorp, Inc. (incorporated by reference to the registrant's Registration Statement No. 333-93869 on Form S-4 filed with the Securities and Exchange Commission on December 29, 1999). 99.1 Text of Press Release dated April 10, 2000 issued by FNB Corp. 3 EX-99.1 2 PRESS RELEASE OF APRIL 10, 2000 [GRAPHIC] FNB CORP. FOR IMMEDIATE RELEASE April 10, 2000 FNB Corp. and Carolina Fincorp, Inc. Complete Merger Asheboro, N.C. -- FNB Corp. (Nasdaq: FNBN), announced today that the merger of FNB Corp. and Carolina Fincorp, Inc. has been successfully completed. The merger was originally announced on October 18, 2000. The shareholders of both institutions approved the merger by separate votes held on March 21, 2000. Regulatory approvals were received from the Board of Governors of the Federal Reserve System on February 23, 2000 and from the Administrator of the North Carolina Savings Institutions Division on March 28, 2000. The merger expands FNB's market coverage in central North Carolina to Richmond, Moore and Scotland counties through the five offices of Richmond Savings Bank, Inc., SSB, the wholly owned subsidiary of Carolina Fincorp. The integration of Richmond Savings Bank and First National Bank will take place over the next 90 days. All offices of Richmond Savings will remain in operation. FNB Corp. is the holding company for First National Bank and Trust Company, which operates twelve offices in Chatham, Montgomery and Randolph counties in central North Carolina. With the merger, FNB has assets in excess of $500 million. "These two companies make a really good fit," said Michael C. Miller, Chairman and President of FNB. "Carolina Fincorp and Richmond Savings have great community involvement and strong local following. First National plans to continue to build on these strong attributes. As a single company, we will hold the number one deposit market share in the markets where we have offices. Our customer base has grown as has our shareholder base. We are really well-positioned for future growth as our six county market sits at the heart of the planned expansion of the Interstate 73 and 74 corridors." "We are extremely pleased to be joining forces with FNB Corp. and First National" said R. Larry Campbell, Carolina Fincorp's Chief Executive Officer, who will remain and become a director of FNB Corp. "We share a common heritage of serving our communities for nearly a century. This merger creates growth opportunities in commercial banking and noninterest income areas such as trust services. This merger promotes the best interests of Carolina Fincorp's customers, employees, communities and shareholders." Under the terms of the merger, shareholders of Carolina Fincorp are receiving .79 of a share of common stock of FNB Corp. for each share of common stock of Carolina Fincorp. Approximately 1,478,000 shares of FNB Corp. in the aggregate are being issued in the merger, which will be accounted for as a pooling of interests. Merger-related expenses for this transaction will be recorded in the second quarter of 2000. This news release contains forward-looking statements. Such statements are subject to certain factors which may cause the company's results to vary from those expected, including the risks set forth from time to time in the company's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's judgment only as of the date hereof. The company undertakes no obligation to publicly revise these forward-looking statements to reflect events and circumstances that arise after the date hereof. For additional information, contact: FNB Corp. Michael C. Miller or Jerry A. Little (336) 626-8300 -----END PRIVACY-ENHANCED MESSAGE-----