-----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, TQJy9XzER24fUoKuaK9LSPGItphW0hbTroQxWZCJ+pVtuilW2f0mXRsV0jx4w4yf P8BNZr7CeWSwyqDCTwgXgg== 0000905870-06-000026.txt : 20060620 0000905870-06-000026.hdr.sgml : 20060620 20060620143044 ACCESSION NUMBER: 0000905870-06-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060615 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: 20060620 DATE AS OF CHANGE: 20060620 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: 06915089 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 form8k606.txt FNB UNITED CORP -FORM 8-K 6/15/06 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) June 15, 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 - ------------------------------------------------------------------------- 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 June 15, 2006, each of David E. Cline, Robert P. Huntley, Carl G. Yale and H. Ray McKenney, Jr. was elected by the Board of Directors of FNB United Corp. (the "Company") as a director of the Company. Mr. Cline is the president of Cline Seabrook Company, a development firm located in Waxhaw, North Carolina. He also manages Cirrus Medical Staffing. Mr. Huntley is a private investor and also a licensed contractor for Timber Ridge Lumber Company. Mr. Yale is a certified public accountant and co-founder of Hemric & Yale, a certified public accounting firm based in Wilkesboro, North Carolina. Mr. McKenney is the president of McKenney Family Dealerships, a group of automobile dealerships in Gaston County, North Carolina. He also serves as director of Holy Angels, Inc., a specialized care facility in Gastonia, North Carolina. Each of Messrs. Cline, Huntley, Yale and McKenney served as a director of Integrity Financial Corporation, Hickory, North Carolina, until its acquisition by the Company on April 28, 2006. Pursuant to the Agreement and Plan of Merger dated as of September 18, 2005 between the Company and Integrity Financial, the Company agreed to name to its Board of Directors four persons nominated by Integrity 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 four persons for election at the annual meeting such that the four 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 year after the effective time of the merger. Integrity Financial nominated Messrs. Cline, Huntley, Yale and McKenney to serve on the Company's Board of Directors. There are no other arrangements or understandings between any of Messrs. Cline, Huntley, Yale and McKenney and any other person pursuant to which Messrs. Cline, Huntley, Yale or McKenney was selected as a director. None of Messrs. Cline, Huntley, Yale and McKenney serves on any committees of the Company's Board, although in the future any or all of them may be appointed to serve on a committee or committees. A press release dated June 19, 2006, announcing the election of Messrs. Cline, Huntley, Yale and McKenney 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 June 19, 2006 announcing the election of Messrs. Cline, Huntley, Yale and McKenney 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 UNITED CORP. Date: June 19, 2006 By /s/ Jerry A. Little ----------------------- Jerry A. Little Secretary and Treasurer EX-99 2 exhibit99.txt PRESS RELEASE JUNE 2006-FNB UNITED CORP. Exhibit 99.1 For Immediate Release June 19, 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 United Corp. Names Four New Directors Asheboro, NC - FNB United Corp. (NASDAQ: FNBN) (FNB United) announced today that David E. Cline, Robert P. Huntley, H. Ray McKenney and Carl G. Yale were elected to the board of directors of FNB United at its June 15th meeting. The new directors are former board members of Integrity Financial Corporation and its banking subsidiary First Gaston Bank, which merged with FNB United in April. "We are pleased to welcome our First Gaston friends and colleagues to FNB United" remarked Michael C. Miller, President and Chairman. "Each possesses the business background and understanding of key local markets to provide a unique and valuable perspective to our board. We look forward to hearing their thoughts and ideas as our company continues to grow into new communities in western North Carolina." A native of Cabarrus County, Cline graduated from North Carolina State University. He manages Cirrus Medical Staffing and serves as president of Cline Seabrook Company. Cline is a former chairman of North Carolina Partnership for Economic Development, Gastonia East Rotary Club and Gaston Chamber of Commerce. In addition, he is a former executive board member of the Charlotte Chamber of Commerce. A founding director of First Gaston Bank, he also served as Chairman of the board of directors. Cline and his wife, Leslie, reside in Waxhaw, NC. A native of Catawba County, Huntley is a CPA and licensed contractor for Timber Ridge Lumber Company. A former Lieutenant in the US Navy, he graduated from Lenoir Rhyne College and received his MBA from the University of North Carolina at Chapel Hill. Huntley has served as treasurer of both the Lions Club and The Rotary Club of Lake Hickory, and has served on the sub-division review board for the City of Hickory. He also served as founding director of Catawba Valley Bank. Huntley and his wife, Patricia, attend First Baptist Church where he is a Sunday school teacher and member of the finance committee. They have a daughter, Lisa, and two granddaughters. McKenney owns McKenney Dealerships and has worked in the automobile industry for 34 years. He is the director of the North Carolina Auto Dealers Association and past chairman of Holy Angels, Inc. McKenney was also a founding director of First Gaston Bank. McKenney and his wife, Paige, have four children and reside in Cramerton. The family attends Cramer Methodist Church. Yale is a native of Wilkes County and graduate of Virginia Polytechnic and State University. He has been a CPA with Hemric & Yale for the past 24 years and is a volunteer for the Health Foundation. Yale has also contributed his time to such civic groups as Wilkes Regional Medical Center, Wilkes Chamber of Commerce, Wilkes United Way and Smart Start. He is also a former president of Oakwoods Country Club. Yale and his wife, Franz, attend St. Paul's Episcopal Church. 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. * * * Enclosures: Photos [PHOTO] [PHOTO] [PHOTO] -----END PRIVACY-ENHANCED MESSAGE-----