-----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, Dx9aZtCKesN3uhkco4K6TIuAwgaHUZaHQ5QJqYDNcAEKZbNVEfcRv6093rRNMDtX AR2WPw9jYgJ6J+rmmHxtYg== 0000905870-06-000015.txt : 20060428 0000905870-06-000015.hdr.sgml : 20060428 20060428170721 ACCESSION NUMBER: 0000905870-06-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060428 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060428 DATE AS OF CHANGE: 20060428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB United Corp. 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: 06791089 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 FORMER COMPANY: FORMER CONFORMED NAME: FNB CORP/NC DATE OF NAME CHANGE: 19920703 8-K 1 form8k406.txt FNB UNITED CORP. 8-K RE MERGER/NAME CHANGE 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 28, 2006 --------------------------------------------------------------- FNB United 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 - ------------------------------------------------------------------------- FNB Corp. - ------------------------------------------------------------------------------ (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 April 28, 2006, Integrity Financial Corporation ("Integrity"), 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 September 18, 2005 (the "Merger Agreement") between FNB and Integrity (the "Merger"). In the Merger, FNB changed its name to "FNB United Corp." Pursuant to the Merger Agreement, shareholders of Integrity will receive $5.20 in cash and 0.8743 shares of FNB common stock for each share of Integrity common stock held. Cash will be paid in lieu of fractional shares. FNB will issue up to 4,655,809 shares of its common stock in the Merger. FNB included a copy of the Merger Agreement as Appendix A to the joint 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. 333-130758). 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. (a) Financial statements of businesses acquired. The required financial statements will be filed with an amendment to this report in the time period prescribed by Item 9.01(a)(4). (b) Pro forma financial information. The required pro forma financial information will be filed with an amendment to this report in the time period prescribed by Item 9.01(b)(2). (d) Exhibits. The following exhibits are filed herewith: 2.1 Agreement and Plan of Merger dated as of September 18, 2005 by and between FNB Corp. and Integrity Financial Corporation, incorporated herein by reference to Exhibit 2.11 to the Form 10-Q Quarterly Report of FNB Corp. for the period ended September 30, 2005. 99.1 Press release dated April 28, 2006 announcing the closing of the merger of Integrity Financial Corporation 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 United Corp. Date: April 28, 2006 By /s/ Jerry A. Little --------------------- Jerry A. Little Treasurer and Secretary EXHIBIT INDEX Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger dated as of September 18, 2005 by and between FNB Corp. and Integrity Financial Corporation, incorporated herein by reference to Exhibit 2.11 to the Form 10-Q Quarterly Report of FNB Corp. for the period ended September 30, 2005. 99.1 Press release dated April 28, 2006 EX-99 2 ex991.txt PRESS RELEASE Exhibit 99.1 For Immediate Release April 28, 2006 [LOGO] For Information Contact: FNB UNITED CORP. Michael C. Miller, 336-626-8300 P.O. Box 1328, Asheboro, NC 27204 Phone 336-626-8300 101 Sunset Avenue, Asheboro, NC 27203 Fax 336-626-8374 FNB Corp. and Integrity Financial Corporation Complete Merger 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 consummation of the merger of Integrity with and into FNB. In the merger, FNB changed its name to FNB United Corp. (FNB United) and became a $1.8 billion bank holding company with 42 community offices in 17 counties extending from the central and southern Piedmont and Sandhills to the foothills and mountains of western North Carolina. "We are pleased to complete the first phase of our partnership with Integrity," commented Miller. "The merger improves our ability to serve our customers and communities, expands career opportunities for our employees, enhances shareholder value, and introduces our Yes You Can(R)-Yes We Can(R) motto and philosophy of service in new and growing markets." FNB United's bank subsidiaries, First National Bank and Trust Company and First Gaston Bank, including its divisions operating as Catawba Valley Bank and Northwestern Bank, will continue to operate as separate subsidiaries until August, when the banks are expected to merge. Meanwhile, efforts are firmly focused on customer retention and expansion, service and product assimilation and training. "We are greatly excited to officially join FNB United," said Hall. "I'm so proud of employees from both teams for their hard work and cooperation, and whose continued synergies will help us to operate as a bigger, better community bank in great markets across central and western North Carolina." Integrity shareholders are receiving a combination of cash and stock in the merger. The resulting company now has over 6,000 shareholders, 10.9 million shares outstanding and a market capitalization exceeding $220 million. FNB United Corp. is the central North Carolina-based bank holding company for First National Bank and Trust Company, First Gaston Bank, including its divisions Catawba Valley Bank and Northwestern Bank, 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. First Gaston Bank (firstgaston.com) commenced operations in 1995 and operates five community offices in Belmont, Dallas, Gastonia, Mt. Holly and Stanley. It also operates community offices as Catawba Valley Bank (catawbavalleybank.com) in Hickory, Mooresville, Newton and Statesville and as Northwestern Bank of Wilkesboro (nwesternbank.com) in Boone, Millers Creek, Taylorsville, Wilkesboro and West Jefferson. 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 United 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. FNB United stock is traded on the NASDAQ National Market under the symbol FNBN. Market makers are Scott & Stringfellow, Morgan Keegan & Company, Howe Barnes Investments, Smith Barney, FIG Partners, Ferris Baker Watts, Keefe, Bruyette & Woods, Sandler, O'Neil and Partners, Knight Securities, Goldman Sachs, Stern, Agee and Leach and Ryan, Beck & Company. This news release contains forward-looking statements, including estimates of future operating results and other forward-looking financial information for FNB United. 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 United 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. * * * -----END PRIVACY-ENHANCED MESSAGE-----