-----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, E++baBmkvCpW79ZSc9Jc3G/r6s8Wd+EKZT7JfilP/rUbxLe55Fx50M9E68Y78RrH akS2S1e2P/v67SpGneU2Fg== 0000905870-03-000008.txt : 20030411 0000905870-03-000008.hdr.sgml : 20030411 20030411111811 ACCESSION NUMBER: 0000905870-03-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030401 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030411 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: 03646508 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-FNB CORP. APRIL 1, 2003 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 1, 2003 -------------- 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) ------------ ITEM 5. Other Events and Regulation FD Disclosure On April 1, 2003, FNB Corp. ("FNB") completed its acquisition of Dover Mortgage Company ("Dover") pursuant to the terms of the definitive merger agreement by and among FNB, Dover and the shareholders of Dover. The merger agreement was filed with the Securities and Exchange Commission as an exhibit to FNB's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and is incorporated herein by reference. 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. 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: April 11, 2003 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 Merger Agreement dated as of February 20, 2003 by and among FNB Corp., Dover Mortgage Company and the shareholders of Dover Mortgage Company (incorporated by reference to the registrant's Form 10-K Annual Report for the fiscal year ended December 31, 2003). 99.1 Text of Press Release dated April 3, 2003 issued by FNB Corp. EX-99 3 ex991.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 [FNB LOGO] FNB CORP. P.O. Box 1328, Asheboro, NC 27204 Phone 336-626-8300 101 Sunset Avenue, Asheboro, NC 27203 Fax 336-626-8374 For Immediate Release For Information Contact: April 3, 2003 Michael C. Miller 9:00 a.m. Jerry A. Little (336) 626-8300 FNB CORP. and Dover Mortgage Company Complete Merger Asheboro, NC - FNB Corp. (Nasdaq: FNBN), announced that its acquisition of Dover Mortgage Company was completed on Tuesday, April 1, 2003. Dover, headquartered in Charlotte and with production offices in Charlotte, Goldsboro, Greenville, Lake Norman, Raleigh and Wilmington, is a strong conventional, FHA and VA lender with an active correspondent program in which loan production is purchased from community banks, thrifts and mortgage brokers. Dover will continue to operate as a separate business unit with its existing staff as a subsidiary of FNB Corp. "The acquisition of a top-ranked North Carolina mortgage originator expands and strengthens the lending capacity, markets and income opportunities of FNB Corp.," stated Michael C. Miller, Chairman and President. "We look forward to working with Dover's top-notch staff," he added. The acquisition of Dover marks FNB's second completed acquisition in the last eight months, having completed its merger with Rowan Bancorp, Inc. on August 1, 2002. About Dover Mortgage Company Dover Mortgage Company originates, underwrites and closes mortgage loans for sale into the secondary market. Mortgage production is sold on a service-released basis to a number of national lenders who in turn service the loans. Additional information is available at www.dovermortgage.com. 1 About FNB Corp. FNB Corp. is the central North Carolina-based bank holding company for First National Bank and Trust Company, which operates 17 community offices in Archdale, Asheboro, Biscoe, Ellerbe, Laurinburg, Pinehurst, Ramseur, Randleman, Rockingham, Seagrove, Siler City, Southern Pines and Trinity, and Rowan Bank, which operates three community offices in China Grove, Kannapolis and Salisbury. Through its subsidiaries, FNB Corp. offers a complete line of consumer, mortgage and business banking services, including loan, deposit, cash management, investment management and trust services. Internet banking is available at www.fnbnc.com. Deposits are insured by the Federal Deposit Insurance Corporation. Forward Looking Statements 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. Factors that might cause such a difference include, but are not limited to competition from both financial and non-financial institutions; changes in interest rates, deposit flows, loan demand and real estate values; changes in legislation or regulation; changes in accounting principles, policies or guidelines; the timing and occurrence (or non-occurrence) of transactions and events that may be subject to circumstances beyond the control of FNB; and other economic, competitive, governmental, regulatory and technological factors affecting FNB specifically or the banking industry or economy generally. * * * 2 -----END PRIVACY-ENHANCED MESSAGE-----