-----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, Cr5YD0uYOkT+9sRzVXRoKLv9I58bz9zqad2juhw7yIBdgwWOJteSF8CPruW/FT1j wbRoCMBpCgfHSrQvwtP/Rw== 0000905870-02-000023.txt : 20020813 0000905870-02-000023.hdr.sgml : 20020813 20020813170359 ACCESSION NUMBER: 0000905870-02-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020801 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020813 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: 1934 Act SEC FILE NUMBER: 000-13823 FILM NUMBER: 02730509 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 form8k.txt FORM 8-K FOR FNB CORP. 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) August 1, 2002 -------------- 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) ------------ 2 ITEM 2. Acquisition or Disposition of Assets On August 1, 2002, FNB Corp. ("FNB") completed its acquisition of Rowan Bancorp, Inc. ("Rowan") pursuant to the terms of the definitive merger agreement between FNB and Rowan, which was filed with the Securities and Exchange Commission on April 29, 2002 as an appendix to the proxy statement/prospectus forming part of FNB's Registration Statement No. 333-87132 on Form S-4 (the "Registration Statement") and is hereby incorporated herein by reference. In the merger, Rowan shareholders were entitled to elect to receive either cash or FNB stock or a predetermined combination of cash and FNB stock for their shares, subject to FNB's ability to limit the overall stock consideration to 45%. In the aggregate, approximately 604,000 shares of FNB common stock will be issued to Rowan shareholders. FNB funded the cash portion of the merger consideration from internal sources and borrowings from Branch Banking and Trust Company. 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 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: August 13, 2002 By /s/ Jerry A. Little -------------------------------- Jerry A. Little Secretary and Treasurer INDEX TO EXHIBITS The following exhibits are filed as part of this report: Exhibit No. Description 2 Agreement and Plan of Merger dated as of February 11, 2002 by and between FNB Corp. and Rowan Bancorp, Inc. (incorporated by reference to the registrant's Registration Statement No. 333-87132 on Form S-4 filed with the Securities and Exchange Commission on April 29, 2002). 99.1 Text of Press Release dated August 1, 2002 issued by FNB Corp. EX-99 3 ex991.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 [FNB LOGO] For Immediate Release For Information Contact: August 1, 2002, 3:30 p.m. Michael C. Miller Jerry A. Little (336) 626-8300 FNB Corp. and Rowan Bancorp, Inc. Consummate Merger Asheboro, NC -- FNB Corp. (NASDAQ: FNBN), announced that its acquisition by merger of Rowan Bancorp, Inc. was completed today. The acquisition expands FNB's market coverage in central North Carolina to Rowan County through the three offices of Rowan Savings Bank SSB, Inc., the wholly owned subsidiary of Rowan Bancorp. Rowan Bank, a North Carolina chartered savings bank, will operate as a subsidiary of FNB Corp. FNB Corp. is the parent holding company of First National Bank and Trust Company, which operates 16 community offices in Chatham, Montgomery, Moore, Randolph, Rockingham and Scotland counties in central North Carolina. With the merger, FNB Corp. has assets in excess of $700 million. "This is a positive step in strengthening FNB's franchise value in mid-Carolina," noted Michael C. Miller, President and CEO of FNB. "With presence in the communities of China Grove, Salisbury and Kannapolis, Rowan Bank's position along the I-85 corridor compliments FNB's position along the expanding corridors of Interstates 73 and 74. Rowan Bank further broadens our demographic base and positions our company for future growth in Rowan and adjacent counties." Rowan Bank directors will retain their positions on the bank's board. Bruce D. Jones will continue to serve as President and CEO of Rowan Bank, and will also serve as a director of FNB Corp. Joining Mr. Jones on FNB's board will be fellow Rowan director, Dale E. Keiger. "We're pleased to welcome Bruce Jones and his team of employees and directors to the FNB Corp. family," added Mr. Miller. "Combining our respective strengths will enable us to provide a broader range of financial services to our customers and improved returns for our shareholders." Mr. Jones added, "The partnership with FNB Corp. creates growth opportunities for Rowan Bank in the areas of commercial banking, trust and investment services, technology banking and more. It also reinforces our position as a strong financial competitor in the marketplace, and promotes the best interests of Rowan's customers, employees and shareholders alike." The merger was announced on February 12, 2002 and approved by Rowan Bancorp, Inc. shareholders at its annual meeting held on June 25, 2002. Rowan shareholders had the option to elect FNB common stock or cash, or a combination of each, subject to FNB's ability to limit the overall stock consideration to 45%. Because the option to receive FNB stock was oversubscribed, Rowan shareholders who elected cash, or made no election, will receive $36.00 in cash for each Rowan share. Holders of Rowan shares who elected to receive only stock will receive for each Rowan share approximately 1.4952 shares of FNB common stock (with cash paid in lieu of fractional shares) and approximately $13.30 in cash. The stock portion of the consideration to Rowan shareholders is intended to qualify for tax-free treatment in the transaction. Consummation of the merger with Rowan Bancorp provides momentum for FNB heading into fourth quarter, as First National Bank will open its newest community office in Pinehurst, North Carolina in mid-October. The Pinehurst office will be the bank's 17th overall, and will incorporate the YES YOU CAN marketing and retail strategy that has proven successful in other markets. This news release contains forward-looking statements, including estimates of future operating results and other forward-looking financial information for FNB Corp. and its subsidiaries. These estimates constitute forward-looking statements within the meaning of the risks and uncertainties. Actual results may differ materially due to such factors as: (1) expected cost savings from the merger not materializing within the expected time frame; (2) revenues following the merger not meeting expectations; (3) competitive pressures among financial institutions increasing significantly; (4) costs or difficulties related to the integration of the businesses of FNB Corp. and Rowan Bancorp being greater than anticipated; (5) general economic conditions being less favorable than anticipated; and (6) legislation or regulatory changes adversely affecting the business in which the combined company will be engaged. FNB Corp. does not assume any obligation to update these forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. * * * - 2 - -----END PRIVACY-ENHANCED MESSAGE-----