-----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, JAqmrNrffB+1fJxOy/mF5qmg6gPCwc4ywr3IHPGMuQgG3ctSutH2DIQ3Ue82CAzN Pm5p9ChSafEaIwhnEseIfQ== 0000905870-06-000045.txt : 20061019 0000905870-06-000045.hdr.sgml : 20061019 20060926175415 ACCESSION NUMBER: 0000905870-06-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060926 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: 20060926 DATE AS OF CHANGE: 20061019 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: 061109628 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 form8k.txt FNB UNITED 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) September 26, 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. (c) FNB United Corp. announced on September 26, 2006 the appointment of Robert O. Bratton as executive vice president and chief administrative officer of FNB United and its bank subsidiary, First National Bank and Trust Company. Mr. Bratton was appointed to these positions by the Board of Directors of each of FNB United and First National Bank on September 21, 2006. Prior to joining the Company, Mr. Bratton, age 58, served for 25 years as chief financial officer of First Charter Corporation, a bank holding company based in Charlotte, North Carolina. It is anticipated that FNB United, First National Bank and Mr. Bratton will enter into a change of control agreement, substantially similar in form to the change of control agreements between First National Bank and other of its senior officers, pursuant to which Mr. Bratton would be entitled to receive a severance payment equal to one year's salary and bonus if he either were terminated without cause or resigned for good reason within 12 months following a change of control of either FNB United or First National Bank. A press release dated September 26, 2006, announcing the appointment of Mr. Bratton as FNB United's chief administrative officer 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 September 26, 2006 announcing the appointment of Mr. Bratton as chief administrative officer of FNB United 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 United'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 United'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 United'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: September 26, 2006 By /s/ Michael C. Miller -------------------------------- Michael C. Miller Chairman and President EX-99 2 ex991.txt EXHIBIT 99-PRESS RELEASE Exhibit 99.1 [LOGO] FNB UNITED CORP. _________________________________________________________ P.O. Box 1328, Asheboro, NC 27204 (336)626-8300 For Information Contact: For Immediate Release Michael C. Miller/ (336)626-8300 September 26, 2006 FNB UNITED CORP. ANNOUNCES EXECUTIVE LEADERSHIP POSITIONS Asheboro, N.C. - FNB United Corp. (NASDAQ:FNBN) today announced that R. Mark Hensley has been named as Executive Vice President and Chief Banking Officer of its banking subsidiary, First National Bank and Trust Company, and that Robert O. Bratton has been named Executive Vice President and Chief Administrative Officer of FNB United Corp. and First National. As Chief Banking Officer, Hensley will lead the business production efforts in First National's 43 community office system. He joined First National five years ago as Mortgage Division Manager following a 20-plus year career with Wachovia Bank, where he led mortgage banking sales operations in two states. As Chief Administrative Officer, Bratton will guide the organization's finance, information technology and operations functions. He previously served as the Chief Financial Officer for First Charter Corporation for 25 years as it grew from less than $100 million to over $4 billion in assets. FNB United President and Chairman Michael Miller commented: "We are indeed fortunate to have individuals of this caliber guiding significant operations for us. Mark Hensley has demonstrated terrific leadership and proved his effectiveness within our growing bank. Bob Bratton has experienced first-hand the growth issues that FNB United Corp. now faces with its recent acquisitions of Integrity Financial and United Financial Corp. He is uniquely qualified to guide the infrastructure that will support our present and future growth." FNB United Corp. is the central North Carolina-based bank holding company for First National Bank and Trust Company, including its divisions First Gaston Bank, Catawba Valley Bank and Northwestern Bank, and Dover Mortgage Company. Opened in 1907, First National (MyYesBank.com) operates 26 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. It also operates five community offices as First Gaston Bank (firstgaston.com) in Belmont, Dallas, Gastonia, Mt. Holly and Stanley, six community offices as Catawba Valley Bank (catawbavalleybank.com) in Hickory, Mooresville, Newton and Statesville and six community offices 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. -----END PRIVACY-ENHANCED MESSAGE-----