-----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, THpbDYmqmEPEDZRLNDNxX2lebsvl7PFtSDPAW4bCpnOZlRTozBk72nXt8wGUxR16 mQSiBTKgC+v7T+3FpvKGJg== 0000905870-05-000029.txt : 20051229 0000905870-05-000029.hdr.sgml : 20051229 20051229155151 ACCESSION NUMBER: 0000905870-05-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051222 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051229 DATE AS OF CHANGE: 20051229 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: 051291529 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: 27204 8-K 1 form8k.txt FNB CORP-8-K DECEMBER 2005 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) December 22, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (d) Effective December 22, 2005, each of Larry E. Brooks and Lynn S. Lloyd was elected by the Board of Directors of FNB Corp. (the "Company") as a director of the Company. Mr. Brooks is an accountant and the vice president of Cobb, Ezekiel, Brown & Co., P.A., certified public accountants, based in Graham, North Carolina. Mr. Lloyd is the president of Digital Imaging and Professional Services, a company specializing in digital photography and video presentation services and located in Graham, North Carolina. He retired from Burlington Industries, Inc. in 2002, where he served as Division Quality Assurance Manager. Each of Messrs. Brooks and Lloyd served as a director of United Financial, Inc., Graham, North Carolina, until its acquisition by the Company on November 4, 2005. Pursuant to the Agreement and Plan of Merger dated as of May 9, 2005 between the Company and United Financial, the Company agreed to name to its Board of Directors two persons nominated by United Financial and approved by the Company to serve as directors of the Company until the next annual meeting of the Company's shareholders. According to the merger agreement, the Company is to nominate these two persons for election at the annual meeting such that the two nominees, if elected by the Company's shareholders, would be able to serve as directors of the Company for terms of no less than one and two years, respectively, after the effective time of the merger. United Financial nominated Messrs. Brooks and Lloyd to serve on the Company's Board of Directors. There are no other arrangements or understandings between either of Messrs. Brooks or Lloyd and any other person pursuant to which Messrs. Brooks or Lloyd was selected as a director. Neither of Messrs. Brooks or Lloyd serves on any committees of the Company's Board, although in the future either or both of them may be appointed to serve on a committee or committees. A press release dated December 29, 2005, announcing the election of Messrs. Brooks and Lloyd to the Company's Board, is attached as Exhibit 99.1 to the report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. Exhibits: 99.1 Press release dated December 29, 2005 announcing the election of Messrs. Brooks and Lloyd as directors of the Company. 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: December 29, 2005 By /s/ Jerry A. Little ----------------------- Jerry A. Little Secretary and Treasurer EX-99 2 ex991.txt PRESS RELEASE - EXHIBIT 99.1 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: December 29, 2005 Michael C. Miller, 336-626-8300 FNB Corp. Elects Brooks and Lloyd as New Directors Asheboro, NC - FNB Corp. (NASDAQ: FNBN) announced today that Larry E. Brooks and Lynn S. Lloyd were elected to the Board of Directors of FNB Corp., effective December 22, 2005. The new appointments coincide with the company's recently completed merger with United Financial Inc. and acquisition of its subsidiary, Alamance Bank, headquartered in Graham, North Carolina. Mr. Brooks is an accountant with Cobb, Ezekiel, Brown & Co. PA in Graham. Mr. Lloyd, a retired division manager of Burlington Industries Inc., is president and owner of Digital Imaging & Professional Services LLC in Graham. "We warmly welcome Larry and Lynn to FNB Corp.," remarked Michael C. Miller, chairman and president. "Both men have strong ties to local business and industry and share a lengthy record of community service in Alamance County. Their understanding of key local markets will assist our company's future growth and service plans." Miller continued, "Expansion along the I-40/I-85 corridor between Greensboro and Raleigh-Durham has been a strategy of FNB Corp. With our second Greensboro YES! Bank set to open in mid-January, Alamance and Orange counties are a natural extension of our nearly 100-year-old franchise. We look forward to receiving great guidance from Larry and Lynn." A native of Alamance County, Mr. Brooks is a US Army veteran and graduated from Guilford College with a bachelor's degree in Administration Science. He is chairman of the Graham Historical District,treasurer of the Graham Civic Center, vice chairman of the Alamance Municipal ABC Board and assistant fire chief of the Graham Fire Department. Mr. Brooks is a member of the Graham Optimist Club, Burlington Moose Lodge and North Carolina Association of Certified Public Accountants. He is also a past board member of the Alamance County Chamber of Commerce and former chairman and vice chairman of United Financial Inc. Mr. Brooks and his wife, Pat, have one daughter and two grandchildren and attend Bethany Presbyterian Church in Graham. Mr. Lloyd is also native to Alamance County and graduated from the University of North Carolina at Chapel Hill with a bachelor's degree in Business Administration. He is director of the Mauro Scholarship Fund at Southern Alamance High School, treasurer and board member of the Christian Counseling Center in Burlington, member of the United Way Speakers Bureau and chairman of both the Southern Alamance Tennis Foundation and the Graham Sports Hall of Fame. Additionally, Mr. Lloyd is member of the Graham Jaycees and former president of various local school boards. Mr. Lloyd and his wife, Maycie, have three grown children and attend Graham First United Methodist Church. FNB Corp. is the central North Carolina-based bank holding company for First National Bank and Trust Company, Alamance Bank and Dover Mortgage Company. First National (MyYesBank.com) operates 21 community YES! Banks in Archdale, Asheboro, Biscoe, China Grove, Ellerbe, Greensboro, Kannapolis, Laurinburg, Pinehurst, Ramseur, Randleman, Rockingham, Salisbury, Seagrove, Siler City, Southern Pines and Trinity. Alamance Bank (alamancebank.com) operates community offices in Burlington, Graham and Hillsborough and Dover Mortgage Company (dovermortgage.com) operates mortgage production offices in Carolina Beach, Charlotte, Goldsboro, Greenville, Lake Norman, Leland, Raleigh, Waxhaw and Wilmington. Through its subsidiaries, FNB Corp. offers a complete line of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth management and internet banking services. The Federal Deposit Insurance Corporation insures bank deposits up to applicable limits. * * * Enclosure: photos [PHOTO] [PHOTO] Larry Brooks Lynn Lloyd -----END PRIVACY-ENHANCED MESSAGE-----