8-K 1 form8k.txt FNB CORP. -FORM 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) November 4, 2005 --------------------------------------------------------------- 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) --------------------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.01. Completion of Acquisition or Disposition of Assets. On November 4, 2005, United Financial, Inc. ("United"), a North Carolina corporation and registered bank holding company, merged with and into FNB Corp. ("FNB"), a North Carolina corporation and registered bank holding company, pursuant to the Agreement and Plan of Merger dated as of May 9, 2005 (the "Merger Agreement") between FNB and United (the "Merger"). As of September 30, 2005, United had total assets of $144 million, total deposits of $107 million and total shareholders' equity of $10 million. Pursuant to the Merger Agreement, shareholders of United were able to elect to receive in the Merger 0.6828 shares of FNB common stock, $14.25 in cash, or a combination of stock and cash for each share of United common stock held. Based on the elections made by United shareholders and the proration provisions set forth in the Merger Agreement, shareholders of United who did not timely make an election as to the merger consideration they wished to receive will receive $5.72 in cash and 0.4089 shares of FNB common stock for each share of United common stock held. Cash will be paid in lieu of fractional shares. FNB issued 728,625 shares of its common stock as a result of the Merger. FNB included a copy of the Merger Agreement as Appendix A to the proxy statement/prospectus contained in its Registration Statement on Form S-4, as amended, which FNB filed with the Securities and Exchange Commission (file no. 333-126615). The Merger Agreement is incorporated into this Item 2.01 by reference. A copy of the press release announcing the closing of the Merger is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.01 by reference. Item 9.01. Financial Statements and Exhibits. Under the rules of the Securities and Exchange Commission, no financial statements or pro forma financial statements are required to be filed with respect to the acquisition reported in Item 2.01 of this Current Report on Form 8-K. (d) Exhibits The following exhibit is filed herewith: 99.1 Press release dated November 4, 2005 announcing the closing of the merger of United Financial, Inc. with and into FNB Corp. This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of FNB's goals and expectations regarding earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or including the words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "projects," "outlook" or similar expressions. These statements are based upon the current belief and expectations of FNB's management and are subject to significant risks and uncertainties that are subject to change based on various factors, many of which are beyond FNB's control. 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 hereunto duly authorized. FNB CORP. Date: November 4, 2005 By /s/ Jerry A. Little ----------------------- Jerry A. Little Secretary and Treasurer