-----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, SHCWUm7tVL+m843fzAfpU5yfLgIrV023TtjnpmjUudAHyE6V33F8qrz9Z0+cf/fc 0IOMDTBpeaqh1NdFiYb0uw== 0000905870-06-000008.txt : 20060316 0000905870-06-000008.hdr.sgml : 20060316 20060316154640 ACCESSION NUMBER: 0000905870-06-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060315 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060316 DATE AS OF CHANGE: 20060316 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: 06691894 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 fnb8k306.txt FNB CORP 8-K 3/16/06 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) March 15, 2006 --------------------------------------------------------------- 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 8.01. Other Events. On March 15, 2006, FNB Corp. conducted a special meeting of shareholders to approve the agreement and plan of merger dated as of September 18, 2005 by and between FNB Corp. and Integrity Financial Corporation. The FNB Corp. shareholders approved the merger agreement at the meeting as well as a proposal to amend FNB Corp.'s articles of incorporation to increase the authorized number of shares of FNB Corp. common stock from 10,000,000 to 50,000,000. The shareholders of Integrity Financial Corporation also approved the merger agreement at a special meeting held on March 15, 2006. Pending receipt of approval by the Board of Governors of the Federal Reserve System, the merger is expected to close in April 2006. FNB Corp., which will be the surviving corporation in the merger, will be known as FNB United Corp. following the closing of the transaction. A press release dated March 15, 2006, announcing the approval of the agreement and plan of merger by the shareholders of each of FNB Corp. and Integrity Financial Corporation, 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 March 15, 2006. 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: March 16, 2006 By /s/ Jerry A. Little ----------------------- Jerry A. Little Secretary and Treasurer EX-99 2 ex998k.txt FNB CORP - EX 99-PRESS RELEASE Exhibit 99.1 [GRAPHIC] INTEGRITY FNB CORP. Financial Corp. FNB Corp. and Integrity Financial Corporation Shareholders Approve Merger For Immediate Release March 15, 2006 Asheboro, N.C. - Michael C. Miller, Chairman, President and Chief Executive Officer of FNB Corp. (FNB) (NASDAQ: FNBN) and W. Alex Hall, Jr., President and Chief Executive Officer of Integrity Financial Corporation (Integrity) (NASDAQ: IFCB) today announced the approval of FNB Corp. shareholders and Integrity Financial Corporation shareholders to complete the merger of Integrity into FNB. Pending receipt of regulatory approval, the transaction is expected to close in April. FNB will be known as FNB United Corp. following the merger. "We are pleased by the decision of our shareholders to welcome the Integrity franchise into the FNB family," commented Miller. "We believe that joining forces will enable us to grow within some of the greatest markets North Carolina offers, and we're glad that our shareholders agree." "We are equally excited by the strong show of support of our shareholders," added Hall. "First National is one of the strongest community banks in North Carolina, and we share a common vision with regard to community banking and customer service." Integrity shareholders met this morning at the Park Inn Gateway Conference Center in Hickory, North Carolina, followed by an afternoon meeting of FNB shareholders at the AVS Banquet Centre in Asheboro, North Carolina. Approximately 99% of the votes cast at the Integrity meeting and 98% of the votes cast at the FNB meeting approved the merger of Integrity into FNB. Additionally, FNB Corp. shareholders voted to increase the number of authorized shares of FNB common stock from 10 million to 50 million. The merger of Integrity with and into FNB will result in a $1.8 billion bank holding company with 41 community offices in 17 counties extending from the Central and Southern Piedmont and Sandhills to the Foothills and Mountains of Western North Carolina. FNB Corp. is the central North Carolina-based bank holding company for First National Bank and Trust Company and Dover Mortgage Company. Opened in 1907, First National (MyYesBank.com) operates 25 community YES! Banks in Archdale, Asheboro, Biscoe, Burlington, China Grove, Ellerbe, Graham, Greensboro, Hillsborough, Kannapolis, Laurinburg, Pinehurst, Ramseur, Randleman, Rockingham, Salisbury, Seagrove, Siler City, Southern Pines and Trinity. Dover Mortgage Company (dovermortgage.com) operates 10 mortgage production offices in Carolina Beach, Charlotte, Goldsboro, Greensboro, 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 deposits up to applicable limits. Integrity Financial Corporation (integrityfinancialcorp.com) is the parent company of First Gaston Bank, including its divisions, Catawba Valley Bank and Northwestern Bank. Catawba Valley Bank began operations in 1995 and operates 12 community offices in Hickory, Mooresville, Newton and Statesville. Northwestern Bank of Wilkesboro began operations in 1992, operating community offices in Boone, Millers Creek, Taylorsville, Wilkesboro and West Jefferson. First Gaston Bank commenced operations in 1995 and operates five community offices in Belmont, Dallas, Gastonia, Mt. Holly and Stanley. FNB stock is traded on the NASDAQ National Market under the symbol FNBN. Market makers are Scott & Stringfellow, Keefe, Bruyette & Woods, Goldman Sachs, FIG Partners, Ferris Baker Watts, Knight Securities, Ryan Beck & Company, Sandler O'Neill & Partners, Morgan Keegan & Company, Howe Barnes Investments and Stern Agee and Leach. Integrity stock is traded on the NASDAQ SmallCap Market under the symbol IFCB. Market makers are Wachovia Securities, Scott & Stringfellow, Stern, Agee & Leach, Ryan Beck & Company and Anderson & Strudwick. This news release contains forward-looking statements, including estimates of future operating results and other forward-looking financial information for FNB and Integrity. These estimates constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve various risks and uncertainties. Actual results may differ materially due to such factors as: (1) expected cost savings from the mergers not materializing within the expected time frame; (2) revenues following the mergers not meeting expectations; (3) competitive pressures among financial institutions increasing significantly; (4) costs or difficulties related to the integration of the businesses of FNB and Integrity 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 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. * * * For more information, contact: FNB Corp. Integrity Financial Corporation Michael C. Miller, Chairman and President W. Alex Hall, Jr., President and CEO 336.626.8300 704.865.4202 -----END PRIVACY-ENHANCED MESSAGE-----