S-3
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FNB CORP.
(Exact Name of Issuer as specified in its charter)
North Carolina
(State or other jurisdiction of incorporation or organization)
56-1456589
((I.R.S. Employer Identification No.)
101 Sunset Avenue
Asheboro, North Carolina 27203
(919-626-8300)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JERRY A. LITTLE, TREASURER AND SECRETARY
FNB CORP.
101 Sunset Avenue
Asheboro, North Carolina 27203
(919 626-8300)
(Name, address, including zip code, and telephone number,
area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [X]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered Per Unit* Price* Fee
Common Stock,
par value
$2.50 per 200,000 $ 24.50 $ 4,900,000 $ 1,689.66 *
share shares
*Pursuant to Rule 457(c), the sales price of the Common Stock on
May 12, 1995 (the most recent day on which the Common Stock has
traded) has been used to calculate the amount of the registration
fee.
The shares of Common Stock registered hereby shall be increased
pursuant to Rule 416 by the Issuer's three-for-two stock split to be
effected by means of a 50% stock dividend payable on May 26, 1995 to
shareholders of record on May 19, 1995.
PROSPECTUS
200,000 SHARES
FNB CORP.
COMMON STOCK
(par value $2.50 per share)
FNB CORP.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan")
of FNB CORP. (the "Corporation") offers shareholders of the
Corporation a simple and convenient method of reinvesting cash
dividends to purchase additional shares of the Corporation's common
stock, par value $2.50 per share (the "Common Stock"). First
National Bank and Trust Company, a wholly owned subsidiary of the
Corporation, has been appointed the administrator of the Plan (the
"Plan Administrator") to act as agent for shareholders electing to
participate in the Plan (the "Participants"). The Plan
Administrator may appoint an agent, such as another banking
institution, (the "Agent") to make purchases of the Common Stock on
behalf of the Participants.
The dividends reinvested pursuant to the Plan will be used to
purchase newly issued shares of Common Stock from the Corporation
("Original Issue Purchases") or to purchase shares of Common Stock
in open market or privately negotiated transactions ("Open Market
Purchases"). The purchase price of shares of Common Stock purchased
pursuant to Original Issue Purchases shall be an amount equal to
100% of the fair market value (as determined pursuant to the Plan)
of such shares on the dividend payment date on which such shares are
purchased. The price at which the Plan Administrator shall be
deemed to have purchased shares for a Participant's account pursuant
to Open Market Purchases shall be the price of such shares paid by
the Plan Administrator or, if the Plan Administrator has appointed
an Agent to make such purchases, paid by the Agent for the
Participant's allocable portion of shares purchased on a particular
date that Common Stock was purchased with the proceeds of a
particular dividend, plus such Participant's proportionate share of
the brokerage commission incurred thereon. Each Participant's share
of brokerage commissions may be less than he or she might incur
individually because the Plan Administrator or the Agent will buy
shares in volume. See "Description of the Dividend Reinvestment and
Stock Purchase Plan - Purchases." Dividends will be reinvested on a
quarterly basis.
Shareholders who elect to participate in the Plan may also make
optional cash payments ("Optional Cash Payments") to be used to
purchase additional shares of Common Stock. Optional Cash Payments
must be received by the Plan Administrator not less than 5 business
days nor more than 30 calendar days prior to any dividend payment
date and may not be less than $25 per payment nor total more than
$1,000 per quarter. Optional Cash Payments will be invested
quarterly in connection with the dividend reinvestment.
Shareholders may enroll in the Plan by completing the
Authorization Form and returning it to First National Bank and Trust
Company, 101 Sunset Avenue (27203), Post Office Box 1328, Asheboro,
North Carolina 27204, Attention: Dividend Reinvestment Plan
Administrator. Shareholders who are Participants in the Plan may
terminate their participation at any time. Shareholders who do not
wish to participate in the Plan will continue to receive cash
dividends, if and when paid, by check.
This Prospectus relates to 200,000 shares of Common Stock of the
Corporation registered for sale and distribution under the Plan. It
is suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
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ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 26, 1995.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER AT ANY TIME SHALL UNDER
ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF THE COMMON STOCK TO ANY PERSON TO WHOM
SUCH OFFER WOULD BE UNLAWFUL OR ANY OFFER OF ANY SECURITIES OTHER
THAN THE SHARES OF COMMON STOCK DESCRIBED HEREIN.
AVAILABLE INFORMATION
The Corporation has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-3
under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the Common Stock offered hereby. For further
information pertaining to the shares of Common Stock to which this
Prospectus relates, reference is made to such Registration
Statement, including the exhibits and schedules filed as a part
thereof. As permitted by the rules and regulations of the
Commission, certain information included in the Registration
Statement is omitted from this Prospectus. In addition, the
Corporation is subject to certain of the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected
and copies made at the following public reference facilities
maintained by the Commission: 450 Fifth Street, N.W., Washington,
D.C. 20549; 7 World Trade Center, 13th Floor, New York, New York,
10048; and the Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such material may
also be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington D.C.
20549, upon payment of prescribed rates.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by the Corporation
with the Commission pursuant to Section 13 of the Exchange Act, are
incorporated by reference herein and made a part hereof: (i) the
Corporation's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994; (ii) the Corporation's Quarterly Report on
Form 10-QSB for the quarter ended March 31, 1995; and (iii) the
description of the Corporation's Common Stock set forth under "Item
5" of the Current Report on Form 8-K dated November 24, 1993.
All reports and any definitive proxy or information statements
filed with the Commission pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act, subsequent to the date of this
Prospectus and prior to the termination of the offering of Common
Stock made hereby, shall be deemed incorporated by reference in
this Prospectus and a part hereof from the date of the filing of
such documents. Any statement containing a document incorporated
or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Corporation will provide without charge, to each person to
whom this Prospectus is delivered, upon written or oral request, a
copy of any or all documents that have been incorporated herein by
reference (other than exhibits to such documents that are not
specifically incorporated by reference in such documents).
Requests for copies of such information should be directed to the
Secretary of the Corporation, 101 Sunset Avenue (27203), Post
Office Box 1328, Asheboro, North Carolina 27204.
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THE CORPORATION
The Corporation, a North Carolina corporation, is a bank
holding company organized in 1984, the principal asset of which is
the capital stock of First National Bank and Trust Company, a full
service bank organized under the laws of the United States of
America.
The Corporation's principal executive offices are located at
101 Sunset Avenue, Asheboro, North Carolina 27203. Its telephone
number is (910) 626-8300.
DESCRIPTION OF THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The following, in question and answer form, are the provisions
of the Plan. Those holders of Common Stock who do not wish to
participate in the Plan will continue to receive cash dividends, if
and when paid, by check. The Plan will become effective on May 26,
1995.
Purpose.
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide owners of Common
Stock with a simple and convenient way of reinvesting cash
dividends and optional cash payments in additional shares of
Common Stock. The Corporation intends initially to purchase shares
of Common Stock in Open Market Purchases. Such Open Market
Purchases may either be made by the Plan Administrator or an
independent, unaffiliated agent of the Corporation (the "Agent").
However, the Corporation may direct the Plan Administrator to
purchase newly issued shares of Common Stock directly from the
Corporation. In such event, the Corporation will receive
additional funds for its general corporate purposes, including
investments in, or extensions of credit to, its subsidiary.
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Advantages.
2. What are the advantages of the Plan?
Participants in the Plan may purchase shares of Common Stock by
(i) having all or part of the cash dividends on their shares of
Common Stock automatically reinvested, or (ii) by investing both
their cash dividends and Optional Cash Payments, which may not be
less than $25 per payment nor aggregate more than $1,000 per
calendar quarter.
Each Participant's Plan account is charged with its pro rata
share of brokerage commissions incurred in Open Market Purchases of
Common Stock for Plan accounts. However, each Participant's share
of brokerage commissions may be less than he or she might
individually incur since the Plan Administrator or Agent will buy
shares in volume and pass commission savings on to the
Participants. No other fees or service charges are imposed on
Participants in connection with the purchase of shares of Common
Stock under the Plan. The Plan Administrator assures safe keeping
of shares of Common Stock credited to a Participant's Plan account
and provides regular quarterly statements of such account.
Therefore, Participants avoid the inconvenience and expense of safe
keeping certificates for shares of Common Stock credited to their
Plan accounts.
Participation.
3. Who is eligible to participate?
All owners of Common Stock are eligible to participate in the
Plan. Beneficial owners of Common Stock whose shares are held in
registered names other than their own, such as trustees, bank
nominees or brokers, must arrange for the holder of record to
participate in the Plan or have the shares transferred to their own
names before enrolling in the Plan. Owners may participate with
all or any part of shares of Common Stock registered in their
names.
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4. How does a shareholder become a Participant?
A shareholder may join the Plan by completing and signing the
Authorization Form and returning it to the Plan Administrator. An
Authorization Form is enclosed with this Prospectus and additional
forms may be obtained by sending a written request to First
National Bank and Trust Company, Post Office Box 1328, Asheboro,
North Carolina 27204, Attention: Dividend Reinvestment Plan
Administrator.
5. When may a shareholder join the Plan?
If an Authorization Form specifying reinvestment of dividends
is received by the Plan Administrator at least 5 business days
before the record date established for payment of a particular
dividend, reinvestment will commence with that dividend payment.
If the Authorization Form is received after such date, the
reinvestment of dividends through the Plan will begin with the next
succeeding dividend. Authorization Forms received on a Saturday,
Sunday or holiday on which the main office of First National Bank
and Trust Company in Asheboro, North Carolina, is closed will be
considered received on the next succeeding business day.
6. What does the Authorization Form provide?
The Authorization Form allows a shareholder to elect to
participate in the Plan by reinvesting dividends on all, or any
specified number if less than all, of the shares of Common Stock
registered in that shareholder's name and also allows the
Participant to elect to invest Optional Cash Payments.
Participants are not permitted to invest Optional Cash Payments
unless they are also participating in the dividend reinvestment
feature of the Plan as well.
7. After enrollment, may a Participant change the number of
participating shares?
Yes. A Participant who decides to change the number of
participating shares must sign and return a new Authorization Form
to the Plan Administrator.
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Administration.
8. Who administers the Plan for Participants?
First National Bank and Trust Company, a wholly owned
subsidiary of the Corporation, administers the Plan for
Participants, keeps records, sends quarterly statements of account
to Participants and performs other duties relating to the Plan.
Costs.
9. Are there any expenses to Participants in connection with
purchases under the Plan?
Each Participant's Plan account is charged with its pro rata
share of brokerage commissions incurred in Open Market Purchases
of Common Stock for Plan accounts. However, Participants will
incur no brokerage commissions for Original Issue Purchases made
under the Plan. No other fees or service charges are imposed on
Participants in connection with purchases under the Plan. All
costs of administration of the Plan will be paid by the
Corporation. (See Items 17 and 18 below concerning a Participant's
expenses for the liquidation of a fractional share.)
Purchases.
10. When and at what price will shares of Common Stock be purchased
under the Plan?
Depending on availability of shares of the Common Stock, Open
Market Purchases will be made on the dividend payment date or as
soon thereafter as possible by the Plan Administrator or, if an
Agent has been appointed by the Plan Administrator, the Agent.
Original Issue Purchases of newly issued shares directly from the
Corporation will be made on the dividend payment date. The
Corporation currently intends to direct the Plan Administrator or
the Agent to purchase shares for the Plan in Open Market Purchases.
However, depending on the availability of shares of Common Stock
and the trading restrictions imposed on purchases of Common Stock
by the Securities and Exchange Commission, the Plan Administrator
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may also purchase newly issued shares directly from the Corporation
for Plan accounts.
A Participant becomes the owner of the shares purchased through
the Plan pursuant to Original Issue Purchases on the dividend
payment date (the purchase date). However, for federal income tax
purposes, the holding period for such shares commences on the
following day. In the case of Open Market Purchases, an allocable
percentage of the shares credited to a Participant's account is
deemed to have been acquired by the Participant on each date shares
are purchased with respect to a particular dividend. For federal
income tax purposes, the holding period for such shares commences
on the following day.
Cash dividends credited to a Participant's account will be
commingled with the cash dividends credited to all accounts under
the Plan and will be applied to the purchase of shares of Common
Stock. The Plan Administrator or, if an Agent has been appointed
by the Plan Administrator, the Agent may purchase shares of
unrestricted Common Stock on any securities exchange on which the
Common Stock is traded, in the over-the-counter market or in
negotiated transactions. Open Market Purchases may be made on such
terms as to price, delivery or otherwise as the Plan Administrator
or, if an Agent has been appointed by the Plan Administrator, the
Agent may determine. The price at which the Plan Administrator or
Agent shall be deemed to have purchased shares for a Participant's
account pursuant to Open Market Purchases shall be the price of
such shares paid by the Plan Administrator or Agent for the
Participant's allocable portion of shares purchased on a particular
date that Common Stock was purchased with the proceeds of a
particular dividend, plus such Participant's proportionate share of
the brokerage commission incurred thereon. A Participant's account
will be credited with fractional shares computed to three decimal
places. In no event shall the purchase price for such shares be
less than the par value of the Common Stock ($2.50 per share). The
Plan Administrator or Agent will make every reasonable effort to
reinvest all dividends promptly after receipt and in no event later
than 30 days after such receipt, except where, in the opinion of
the Plan Administrator's counsel, such investments are restricted
by any applicable state or federal securities laws.
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The purchase price of shares of Common Stock purchased
hereunder pursuant to Original Issue Purchases shall be an amount
equal to 100% of the fair market value of such shares on the
dividend payment date on which such shares are purchased. "Fair
market value" shall mean the average of the closing bid and ask
price of the Common Stock as reported by the quotation information
regularly disseminated by the National Association of Securities
Dealers Automated Quotation ("NASDAQ") market or the NASDAQ
National Market on the dividend payment date (or the most recent
preceding day on which bid and ask prices were reported). If the
Common Stock is not listed on a national securities exchange, the
fair market value of the shares shall be determined in good faith
by the Board of Directors of the Corporation. If the Board of
Directors is required to make a determination as to fair market
value, the Board of Directors shall consider the financial
condition of the Corporation and its recent operating results,
values of publicly traded securities of other financial
institutions giving effect to the relative book values and earnings
of such institutions and the level of liquidity of the
institution's shares, and such other factors as the Board of
Directors in its discretion deems relevant. In no event shall the
Plan Administrator issue shares of Common Stock pursuant to the
Plan at a price that is less than par value.
Currently, the Common Stock is traded on the NASDAQ National
Market, but there can be no assurance that the Common Stock will
continue to be so traded.
11. How many shares of Common Stock will be purchased for
Participants?
The number of shares of Common Stock to be purchased for a
Participant's Plan account depends on the amount of that
Participant's reinvested dividends and Optional Cash Payments and
the purchase price of the shares purchased pursuant to the Plan
with respect to a single dividend payment. Each Participant's
account will be credited with that number of shares, including
fractions computed to three decimal places, equal to the total
amount to be invested, divided by the purchase price per share.
(See Item 10 with respect to purchase price.)
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12. Will certificates be issued for shares of Common Stock
purchased under the Plan?
Unless requested, certificates for shares of Common Stock
purchased under the Plan will not be issued as a matter of course.
The Plan Administrator will hold all shares purchased in the name
of one of its nominees. The number of shares purchased for a
Participant's account under the Plan will be shown on the
Participant's quarterly statement of account. This feature
protects against loss, theft or destruction of stock certificates.
However, certificates for any number of whole shares credited to a
Participant's account under the Plan will be issued without charge
upon the Participant's written request. Any remaining whole shares
and fractional shares will continue to be held in the Participant's
account. (See Items 17 and 18 below with respect to the
liquidation of fractional shares.)
Optional Cash Payments.
13. Who will be eligible to make Optional Cash Payments and when
may payments be made?
Only shareholders who are reinvesting their dividends are
eligible to make Optional Cash Payments. The Plan Administrator
will apply any Optional Cash Payment received from a Participant
not less than 5 business days nor more than 30 calendar days before
a dividend payment date to the purchase of shares of Common Stock
for the account of the Participant with respect to that dividend
payment date. Any Optional Cash Payment received by the Plan
Administrator less than 5 business days or more than 30 calendar
days prior to a dividend payment date will be promptly returned.
Prior to the first dividend payment date after a Participant
enrolls in the Plan, an initial Optional Cash Payment may be made
by a shareholder within the specified time limits by enclosing a
check or money order with a completed Authorization Form. Checks
or money orders should be made payable to "First National Bank and
Trust Company - Plan Administrator" and returned along with an
Authorization Form. Additional Authorization Forms may be obtained
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by sending a written request to First National Bank and Trust
Company, 101 Sunset Avenue (27203), Post Office Box 1328, Asheboro,
North Carolina 27204, Attention: Dividend Reinvestment Plan
Administrator. After the first dividend payment date following a
Participant's enrollment in the Plan, Optional Cash Payments may be
made within the specified time limits during any quarter by sending
such payments to First National Bank and Trust Company, 101 Sunset
Avenue (27203), Post Office Box 1328, Asheboro, North Carolina
27204, Attention: Dividend Reinvestment Plan Administrator,
together with the Stock Purchase Form attached to the detailed
quarterly statement received by Participants after their initial
dividend payment has been invested. The Participant's Plan account
number must be included on the check (or other instrument) and in
any other correspondence with respect to the Plan. A Participant
by written request to the Plan Administrator may obtain the return
of any Optional Cash Payment up to 48 hours prior to the dividend
payment date.
The Plan Administrator will commingle the funds credited to a
Participant's account with Optional Cash Payments credited to all
accounts under the Plan and will apply such funds to the purchase
of shares of Common Stock. Open Market Purchases may be made on
such terms as to price, delivery or otherwise as the Plan
Administrator or, if an Agent has been appointed by the Plan
Administrator, the Agent may determine and the price per share
shall include a pro rata share of brokerage commissions to be paid
by the Participant. The purchase price of shares of Common Stock
purchased hereunder pursuant to Original Issue Purchases shall be
an amount equal to 100% of the fair market value of such shares on
the dividend payment date on which such shares are purchased.
Optional Cash Payments will be invested at least once quarterly (in
conjunction with the dividend reinvestment).
Pending investment, all Optional Cash Payments will be held in
a non-interest-bearing account maintained by the Plan
Administrator. Accordingly, Participants may wish to delay
transmittal of Optional Cash Payments until shortly before the
dividend payment date while still allowing enough time for the Plan
Administrator to receive the funds 5 business days prior to such
date.
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14. What are the limitations on a Participant making Optional Cash
payments?
The option to make cash payments is available to a Participant
at any time not less than 5 business days nor more than 30 calendar
days prior to any dividend payment date in any quarter, provided
the payment is received by the Plan Administrator during such
period. Payments that are received less than 5 business days or
more than 30 calendar days prior to any dividend payment date will
be promptly returned to the Participant. The same amount of money
need not be invested each quarter, and there is no obligation to
make an Optional Cash Payment in any quarter. An Optional Cash
Payment must not be in an amount less than $25, and all Optional
Cash Payments by or on behalf of any Participant in any calendar
quarter must not aggregate more than $1,000.
Reports to Participants.
15. What kind of reports will be sent to Participants?
Each Participant will receive a statement of account at the end
of each quarter in which there has been a transaction that has
affected the Participant's account. The statement of account
will include information describing each transaction.
Specifically, it will include information as to dividends credited
to the Participant, Optional Cash Payments received from the
Participant, amounts invested for the Participant, costs of
purchases, number of shares purchased (including fractional
shares), total shares held for the Participant and other
information for the year to date. All Participants will receive a
December statement, which will, in addition to serving as that
quarter's activity report, serve as that year's annual statement of
account. The December statement of account will provide records
that can be used for the Participant's reporting purposes.
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Dividends.
16. Will Participants be credited with dividends on shares held in
their accounts under the Plan (the "Plan Shares")?
Yes. The Plan Administrator will receive dividends for all
Plan Shares held on the dividend record date and will credit such
dividends to Participants' accounts on the basis of whole shares
and fractional shares credited to those accounts. Such dividends
will be automatically reinvested in additional shares of Common
Stock.
Discontinuation of Dividend Reinvestment.
17. How does a Participant discontinue the reinvestment of
dividends under the Plan?
A Participant may discontinue the reinvestment of dividends
under the Plan by notifying the Plan Administrator in writing at
First National Bank and Trust Company, 101 Sunset Avenue (27203),
Post Office Box 1328, Asheboro, North Carolina 27204, Attention:
Dividend Reinvestment Plan Administrator. Any termination notice
received at least 5 business days prior to a dividend record date
will be effective as to dividends paid for such record date. Any
termination notice received less than 5 business days prior to a
dividend record date will not be effective until dividends paid for
such record date have been reinvested. Upon discontinuation, a
Participant will receive a stock certificate for all whole Plan
Shares credited to the Participant's account. Any fractional Plan
Shares will be liquidated and a check for the proceeds, less
brokerage commissions and transfer taxes, if any, incurred in such
transactions will be mailed directly to the discontinuing
Participant by the Plan Administrator. The liquidation value of
any fractional shares shall be at "fair market value" as that term
is defined in Item 10 above.
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18. What happens to a Participant's Plan account if all shares in
the Participant's name are transferred or sold?
If a Participant disposes of all shares registered in the
Participant's name on the books of the Corporation, participation
in the Plan will be deemed discontinued and certificates for all
whole Plan Shares credited to the Participant's account, together
with the proceeds from the liquidation of any fractional shares as
determined herein (see Item 17), will be mailed to the Participant.
Withdrawal of Shares in Plan Accounts.
19. How may a Participant withdraw shares purchased under the Plan?
A Participant who has purchased shares of Common Stock under
the Plan may withdraw all or a portion of such Plan Shares from the
Plan account by notifying the Plan Administrator in writing to that
effect and specifying in the notice the number of Plan Shares to be
withdrawn. This notice should be mailed to First National Bank and
Trust Company, 101 Sunset Avenue (27203), Post Office Box 1328,
Asheboro, North Carolina 27204, Attention: Dividend Reinvestment
Plan Administrator. Certificates for whole shares of Common Stock
so withdrawn will be registered in the name of and issued to the
Participant. In no case will certificates representing fractional
shares be issued. (See Item 17 and 18 above with respect to the
liquidation of a fractional share.) Any notice of withdrawal
received less than 5 business days before a dividend record date
will not be effective until dividends paid for such record date
have been reinvested and the shares credited to the Participant's
Plan account.
Other Information.
20. How will stock dividends and stock splits on Plan Shares be
handled?
Whole shares and fractional shares resulting from stock
dividends or stock splits on Plan Shares will be added to
Participants' accounts. In addition, the maximum number of shares
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of Common Stock available for issuance under the Plan shall be
proportionately adjusted following a stock dividend or stock split.
21. What happens if the Corporation has a Common Stock rights
offering?
In the event that the Corporation makes available to its
shareholders rights to purchase additional shares or other
securities, the Plan Administrator will sell all rights accruing to
Plan Shares if a purchaser can be located. The proceeds will be
combined with any other Participant's account funds for
reinvestment in connection with the dividend payment date on which
shares of Common Stock are to be purchased. These proceeds will be
treated as if they were Optional Cash Payments. Any Participant
who wishes to exercise any such rights must send a written request
to the Plan Administrator that certificates for the whole shares
held under the Plan be sent to the Participant. This request must
be received at least 5 business days in advance of the record date
for the rights offering.
22. How will a Participant's Plan Shares be voted at a meeting of
shareholders?
Each Participant who votes shares of Common Stock registered in
his or her name on any matter submitted to a meeting of the
Corporation's shareholders will have all shares credited to his or
her account under the Plan automatically added to that number and
voted in the same manner. If a Participant elects not to vote the
Plan Shares in person at the shareholders' meeting, a proxy for
those shares will be furnished upon written request received by the
Plan Administrator at least 10 business days prior to the
shareholders' meeting date.
23. What are the federal income tax consequences of participation
in the Plan?
Participants receiving cash dividends will be treated as having
received such dividends on all their shares of Common Stock,
including dividends on Plan Shares held for a Participant's
account, even though these dividends are automatically reinvested
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pursuant to the Plan. All such dividends are generally taxable as
ordinary income, regardless of whether they are paid directly to
the Participant or reinvested pursuant to the terms of the Plan.
In addition, Participants may recognize gain or loss upon the sale
of shares acquired pursuant to the Plan based upon the gross
proceeds of such sale, transaction costs and the tax basis of such
shares. IT IS IMPORTANT THAT PARTICIPANTS RETAIN ALL YEAR-END
STATEMENTS IN ORDER TO HAVE A RECORD OF THE TAX BASIS ATTRIBUTABLE
TO SHARES ACQUIRED PURSUANT TO THE PLAN.
The Plan Administrator will comply with all applicable Internal
Revenue Service requirements concerning the filing of information
returns for dividends credited to each account under the Plan and
such information will be provided to the Participant by a duplicate
of that form or in a final statement of account for each calendar
year. With respect to Participants whose dividends or other form
of distributions are subject to United States domestic or foreign
tax withholding, the Plan Administrator will comply with all
applicable Internal Revenue Service requirements concerning the
amounts of tax to be withheld, which will be deducted from the
dividends credited to the Participant's account prior to investment
or from distributions due to the Participant.
The foregoing is only a general outline of some of the
applicable federal tax requirements. Each Participant should
consult his or her own tax adviser for additional information
regarding specific tax consequences of his or her participation in
the Plan.
24. May a Participant sell, assign, transfer or pledge Plan Shares?
No. A Participant cannot sell, assign, transfer or pledge
shares credited to the Participant's account for any purpose unless
the Participant has first requested certificates for such shares in
accordance with Item 19 above.
25. May the Plan be changed or discontinued?
Yes. Although the Corporation intends to continue the Plan,
the Corporation reserves the right to suspend, modify or terminate
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the Plan at any time. Participants will be notified of any such
suspension, modification or termination.
26. What is the responsibility of the Plan Administrator?
The Plan Administrator receives the Participant's dividend
payments and Optional Cash Payments, invests such amounts in shares
of Common Stock, maintains continuing records of each Participant's
account and advises Participants as to all transactions in and the
status of their Plan accounts. The Plan Administrator acts in the
capacity of agent for the Participants. The Plan Administrator may
also appoint a third party agent, such as another banking
institution, to make purchases on behalf of the Participants.
All notices from the Plan Administrator to a Participant will
be addressed to the Participant at the last address of record with
the Plan Administrator. The mailing of a notice to a Participant's
last address of record will satisfy the Plan Administrator's duty
of giving notice to such Participant. Therefore, a Participant
must notify the Plan Administrator promptly of any change of
address.
Neither the Plan Administrator nor the Corporation shall have
any responsibility beyond the exercise of ordinary care for any
reasonable and prudent actions taken or omitted pursuant to the
Plan, including, without limitation, any claim for liability
arising out of failure to terminate a Participant's account upon
such Participant's death or adjudicated incompetency prior to
receipt of written notice of death or adjudicated incompetency, nor
shall they have any duties, responsibilities or liabilities except
as expressly set forth in the Plan.
Plan Participants should recognize that the Corporation cannot
assure the Participant of a profit or protection from a loss on
Common Stock purchased under the Plan.
USE OF PROCEEDS
The net proceeds from the sale of newly issued shares of Common
Stock offered pursuant to the Plan will be used for general
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corporate purposes of the Corporation, including investments in, or
extensions of credit to, the Corporation's subsidiary, First
National Bank and Trust Company. No proceeds from Open Market
Purchases of shares of Common Stock will be received by the
Corporation. The Corporation may engage, in the future, in
additional financings to increase the capital of the Corporation
and for other general corporate purposes.
LEGAL OPINION
Certain legal matters with respect to the Plan and in
connection with the Common Stock being offered hereby will be
passed upon for the Corporation by Schell Bray Aycock Abel &
Livingston L.L.P., 230 North Elm Street, 1500 Renaissance Plaza,
Greensboro, North Carolina 27401.
EXPERTS
The consolidated financial statements of FNB Corp. and
subsidiaries as of December 31, 1994 and 1993, and for each of the
years in the three-year period ended December 31, 1994, have been
incorporated by reference herein and in the Registration Statement
in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick LLP covering the
consolidated financial statements as of December 31, 1994 and 1993
and for each of the years in the three-year period ended December
31, 1994, refers to the fact that on December 31, 1993, FNB Corp.
adopted the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities",
and the fact that on January 1, 1993, FNB Corp. adopted the
provisions of the Financial Accounting Standards Board's SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other than
Pensions."
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INDEMNIFICATION
Sections 55-8-50 through 55-8-58 of the General Statutes of
North Carolina permit or require indemnification of directors and
officers for expenses and liabilities under certain circumstances.
The Corporation's Bylaws generally provide that the Corporation
shall indemnify and hold harmless its directors and officers to the
extent permitted by North Carolina law. Pursuant to the Bylaws,
directors and officers generally are indemnified against liability
and litigation expense, including reasonable attorneys' fees,
arising out of their status as directors or officers or their
activities in any of such capacities or in any capacity in which
any of them serves at the Corporation's request. In addition, the
Bylaws permit the Corporation to advance litigation expenses in
certain circumstances. Any indemnification under the Bylaws may be
paid by the Corporation in any specific case only after a
determination that the director or officer did not act in a manner,
at the time the activities were taken, that was known or reasonably
should have been known by him to be clearly in conflict with the
best interests of the Corporation.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Corporation pursuant to the foregoing
provisions, or otherwise, the Corporation has been informed that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
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PART II
INFORMATION REQUIRED NOT REQUIRED IN PROSPECTUS
Item 14. The estimated expenses in connection with the offering are
as follows:
Securities Act Registration Fee. . . . . $ 1,689.66
Printing and Engraving Expenses. . . . . 1,000.00
Legal Fees and Expenses. . . . . . . . . 3,000.00
Accounting Fees and Expenses . . . . . . 1,500.00
Blue Sky Fees and Expenses . . . . . . . 1,000.00
Total. . . . . . . . . . . . . . . . . . $ 8,189.66
Item 15. Indemnification of Directors and Officers.
Article X of the Company's Articles of Incorporation, as
amended, provides:
"No director of this corporation shall be liable for
monetary damages for breach of his duty as a director arising
out of any legal action whether by or in the right of the
corporation or otherwise, except (i) acts or omissions not made
in good faith that the director at the time of such breach knew
or believed were in conflict with the best interests of the
corporation, (ii) any liability under Section 55-32 of the
General Statutes of North Carolina, (iii) any transaction from
which the director derived an improper personal benefit, or
(iv) acts or omissions occurring prior to the date of the
effectiveness of these Articles of Amendment."
-24-
Article VIII of the Company's Bylaws, as amended, provides:
ARTICLE VIII.
Indemnification
1. Extent. In addition to the indemnification otherwise
provided by law, the corporation shall indemnify and hold harmless
its directors and officers against liability and litigation
expense, including reasonable attorneys' fees, arising out of their
status as directors or officers or their activities in any of such
capacities or in any capacity in which any of them is or was
serving, at the corporation's request, in another corporation,
partnership, joint venture, trust or other enterprise, and the
corporation shall indemnify and hold harmless those directors,
officers or employees of the corporation and who are deemed to be
fiduciaries of the corporation's employee pension and welfare
benefit plans as defined under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA fiduciaries") against all
liability and litigation expense, including reasonable attorneys'
fees, arising out of their status or activities as ERISA
fiduciaries; provided, however, that the corporation shall not
indemnify a director or officer against liability or litigation
expense that he may incur on account of his activities that at the
time taken were known or reasonably should have been known by him
to be clearly in conflict with the best interests of the
corporation, and the corporation shall not indemnify an ERISA
fiduciary against any liability or litigation expense that he may
incur on account of his activities that at the time taken were
known or reasonably should have been known by him to be clearly in
conflict with the best interests of the employee benefit plan to
which the activities relate. The corporation shall also indemnify
the director, officer, and ERISA fiduciary for reasonable costs,
expenses and attorneys' fees in connection with the enforcement of
rights to indemnification granted herein, if it is determined in
accordance with Section 2 of this Article that the director,
officer and ERISA fiduciary is entitled to indemnification
hereunder.
-25-
2. Determination. Any indemnification under Section 1 of this
Article shall be paid by the corporation in any specific case only
after a determination that the director, officer or ERISA fiduciary
did not act in a manner, at the time the activities were taken,
that was known or reasonably should have been known by him to be
clearly in conflict with the best interests of the corporation, or
the employee benefit plan to which the activities relate, as the
case may be. Such determination shall be made (a) by the
affirmative vote of a majority (but not less than two) of directors
who are or were not parties to such action, suit or proceeding or
against whom any such claim is asserted ("disinterested directors")
even though less than a quorum, or (b) if a majority (but not less
than two) of disinterested directors so direct, by independent
legal counsel in a written opinion, or (c) by the vote of a
majority of all of the voting shares other than those owned or
controlled by directors, officers or ERISA fiduciaries who were
parties to such action, suit or proceeding or against whom such
claim is asserted, or by a unanimous vote of all of the voting
shares, or (d) by a court of competent jurisdiction.
3. Advanced Expenses. Expenses incurred by a director,
officer or ERISA fiduciary in defending a civil or criminal claim,
action, suit or proceeding may, upon approval of a majority (but
not less than two) of the disinterested directors, even though less
than a quorum, of, if there are less than two disinterested
directors, upon unanimous approval of the Board of Directors, be
paid by the corporation in advance of the final disposition of such
claim, action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer or ERISA fiduciary to repay
such amount unless it shall ultimately be determined that he is
entitled to be indemnified against such expenses by the
corporation.
4. Corporation. For purposes of this Article, references to
directors, officers or ERISA fiduciaries of the "corporation" shall
be deemed to include directors, officers and ERISA fiduciaries of
FNB Corp., its subsidiaries, and all constituent corporations
absorbed into FNB Corp. or any of its subsidiaries by a
consolidation or merger.
-26-
5. Reliance and Consideration. Any director, officer or ERISA
fiduciary who at any time after the adoption of this Bylaw serves
or has served in any of the aforesaid capacities for or on behalf
of the corporation shall be deemed to be doing or to have done so
in reliance upon, and as consideration for, the right of
indemnification provided herein. Such right shall inure to the
benefit of the legal representatives of any such person and shall
not be exclusive of any other rights to which such person may be
entitled apart from the provision of this Bylaw. No amendment,
modification or repeal of this Article VIII shall adversely affect
the right of any director, officer or ERISA fiduciary to
indemnification hereunder with respect to any activities occurring
prior to the time of such amendment, modification or repeal.
6. Insurance. The corporation may purchase and maintain
insurance on behalf of its directors, officers, employees and
agents and those persons who were serving at the request of the
corporation as a director, officer, partner or trustee of, or in
some other capacity in, another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the
provisions of this Article or otherwise. Any full or partial
payment made by an insurance company under any insurance policy
covering any director, officer, employee or agent made to or on
behalf of a person entitled to indemnification under this Article
shall relieve the corporation of its liability for indemnification
provided for in this Article or otherwise to the extent of such
payment, and no insurer shall have a right of subrogation against
the corporation with respect to such payment.
The North Carolina General Statutes contain provisions
prescribing the extent to which directors and officers shall or may
be indemnified. These statutory provisions are set forth below:
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CH. 55 N.C. BUSINESS CORPORATION ACT
Part 5. Indemnification.
Section 55-8-50. Policy Statement and Definitions.
(a) It is the public policy of this State to enable
corporations organized under this Chapter to attract and
maintain responsible, qualified directors, officers, employees
and agents, and, to that end, to permit corporations organized
under this Chapter to allocate the risk of personal liability
of directors, officers, employees and agents through
indemnification and insurance as authorized in this Part.
(b) Definitions in this Part:
(1) "Corporation" includes any domestic or foreign
corporation absorbed in a merger which, if its
separate existence had continued, would have had the
obligation or power to indemnify its directors,
officers, employees, or agents, so that a person who
would have been entitled to receive or request
indemnification from such corporation if its separate
existence had continued shall stand in the same
position under this Part with respect to the
surviving corporation.
(2) "Director" means an individual who is or was a
director of a corporation or an individual who, while
a director of a corporation, is or was serving at the
corporation's request as a director, officer,
partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other
enterprise. A director is considered to be serving
an employee benefit plan at the corporation's request
if his duties to the corporation also impose duties
on, or otherwise involve services by, him to the plan
or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires
-28-
otherwise, the estate or personal representative of a
director.
(3) "Expenses" means expenses of every kind incurred in
defending a proceeding, including counsel fees.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax
assessed with respect to an employee benefit plan),
or reasonable expenses incurred with respect to a
proceeding.
(4a) "Officer", "employee", or "agent" includes,
unless the context requires otherwise, the estate or
personal representative of a person who acted in
that capacity.
(5) "Official capacity" means: (i) when used with
respect to a director, the office of director in a
corporation; and (ii) when used with respect to an
individual other than a director, as contemplated in
G.S. 55-8-56, the office in a corporation held by the
officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the
corporation. "Official capacity" does not include
service for an other foreign or domestic corporation
or any partnership, joint venture, trust, employee
benefit plan, or other enterprise.
(6) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent
in a proceeding.
(7) "Proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative and
whether formal or informal.
Section 55-8-51. Authority to Indemnify.
(a) Except as provided in subsection (d), a corporation may
indemnify an individual made a party to a proceeding because he
is or was a director against liability incurred in the
proceeding if:
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(1) He conducted himself in good faith; and
(2) He reasonably believed (i) in the case of conduct in
his official capacity with the corporation, that his
conduct was in its best interests; and (ii) in all
other cases, that his conduct was at least not
opposed to its best interests; and
(3) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(b) A director's conduct with respect to an employee benefit
plan for a purpose he reasonably believed to be in the
interests of the participants in and beneficiaries of the plan
is conduct that satisfies the requirement of subsection
(a)(2)(ii).
(c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of no contest or its
equivalent is not, of itself, determinative that the director
did not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under this
section:
(1) In connection with a proceeding by or in the right of
the corporation in which the director was adjudged
liable to the corporation; or
(2) In connection with any other proceeding charging
improper personal benefit to him, whether or not
involving action in his official capacity, in which
he was adjudged liable on the basis that personal
benefit was improperly received by him.
(e) Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation that is
concluded without a final adjudication on the issue of
liability is limited to reasonable expenses incurred in
connection with the proceeding.
(f) The authorization, approval or favorable recommendation by
the board of directors of a corporation of indemnification, as
-30-
permitted by this section, shall not be deemed an act or
corporate transaction in which a director has a conflict of
interest, and no such indemnification shall be void or voidable
on such ground.
Section 55-8-52. Mandatory Indemnification.
Unless limited by its articles of incorporation, a corporation
shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a
party because he is or was a director of the corporation against
reasonable expenses incurred by him in connection with the
proceeding.
Section 55-8-53. Advance For Expenses.
Expenses incurred by a director in defending a proceeding may
be paid by the corporation in advance of the final disposition of
such proceeding as authorized by the board of directors in the
specific case or as authorized or required under any provision in
the articles of incorporation or bylaws or by any applicable
resolution or contract upon receipt of an undertaking by or on
behalf of the director to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the corporation against such expenses.
Section 55-8-54. Court-ordered Indemnification.
Unless a corporation's articles of incorporation provide
otherwise, a director of the corporation who is a party to a
proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court after giving any notice the
court considers necessary may order indemnification if it
determines:
(1) The director is entitled to mandatory indemnification
under G.S. 55-8-52, in which case the court shall
also order the corporation to pay the director's
-31-
reasonable expenses incurred to obtain court-ordered
indemnification; or
(2) The director is fairly and reasonably entitled to
indemnification in view of all the relevant
circumstances, whether or not he met the standard of
conduct set forth in G.S. 55-8-51 or was adjudged
liable as described in G.S. 55-8-51(d), but if he
was adjudged so liable his indemnification is
limited to reasonable expenses incurred.
Section 55-8-55. Determination and Authorization of Indemnification.
(a) A corporation may not indemnify a director under G.S.
55-8-51 unless authorized in the specific case after a
determination has been made that indemnification of the
director is permissible in the circumstances because he has met
the standard of conduct set forth in G.S. 55-8-51.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a
quorum consisting of directors not at the time
parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (1),
by majority vote of a committee duly designated by
the board of directors (in which designation
directors who are parties may participate),
consisting solely of two or more directors not at the
time parties to the proceeding;
(3) By special legal counsel (i) selected by the board of
directors or its committee in the manner prescribed
in subdivision (1) or (2); or (ii) if a quorum of the
board of directors cannot be obtained under
subdivision (1) and a committee cannot be designated
under subdivision (2), selected by majority vote of
the full board of directors (in which selection
directors who are parties may participate); or
(4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time
-32-
parties to the proceeding may not be voted on the
determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except
that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled
under subsection (b)(3) to select counsel.
Section 55-8-56. Indemnification of Officers, Employees, and Agents.
Unless a corporation's articles of incorporation provide
otherwise:
(1) An officer of the corporation is entitled to mandatory
indemnification under G.S. 55-8-52, and is entitled to
apply for court-ordered indemnification under G.S.
55-8-54, in each case to the same extent as a director.
(2) The corporation may indemnify and advance expenses under
this Part to an officer, employee, or agent of the
corporation to the same extent as to a director; and
(3) A corporation may also indemnify and advance expenses to
an officer, employee, or agent who is not a director to
the extent, consistent with public policy, that may be
provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.
Section 55-8-57. Additional Indemnification and Insurance.
(a) In addition to and separate and apart from the
indemnification provided for in G.S. 55-8-51, 55-8-52, 55-8-54,
55-8-55 and 55-8-56, a corporation may in its articles of
incorporation or bylaws or by contract or resolution indemnify
or agree to indemnify any one or more of its directors,
officers, employees, or agents against liability and expenses
in any proceeding (including without limitation a proceeding
brought by or on behalf of the corporation itself) arising out
of their status as such or their activities in any of the
-33-
foregoing capacities; provided, however, that a corporation may
not indemnify or agree to indemnify a person against liability
or expenses he may incur on account of his activities which
were at the time taken known or believed by him to be clearly
in conflict with the best interests of the corporation. A
corporation may likewise and to the same extent indemnify or
agree to indemnify any person who, at the request of the
corporation, is or was serving as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other
enterprise or as a trustee or administrator under an employee
benefit plan. Any provision in any articles of incorporation,
bylaw, contract, or resolution permitted under this section may
include provisions for recovery from the corporation of
reasonable costs, expenses, and attorneys' fees in connection
with the enforcement of rights to indemnification granted
therein and may further include provisions establishing
reasonable procedures for determining and enforcing the rights
granted therein.
(b) The authorization, adoption, approval, or favorable
recommendation by the board of directors of a public
corporation of any provision in any articles of incorporation,
bylaw, contract or resolution, as permitted in this section,
shall not be deemed an act or corporate transaction in which a
director has a conflict of interest, and no such articles of
incorporation or bylaw provision or contract or resolution
shall be void or voidable on such grounds. The authorization,
adoption, approval, or favorable recommendation by the board of
directors of a nonpublic corporation of any provision in any
articles of incorporation, bylaw, contract or resolution, as
permitted in this section, which occurred prior to July 1,
1990, shall not be deemed an act or corporate transaction in
which a director has a conflict of interest, and no such
articles of incorporation, bylaw provision, contract or
resolution shall be void or voidable on such grounds. Except
as permitted in G.S. 55-8-31, no such bylaw, contract, or
resolution not adopted, authorized, approved or ratified by
shareholders shall be effective as to claims made or
-34-
liabilities asserted against any director prior to its
adoption, authorization, or approval by the board of directors.
(c) A corporation may purchase and maintain insurance on
behalf of an individual who is or was a director, officer,
employee, or agent of the corporation, or who, while a
director, officer, employee, or agent of the corporation, is or
was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise, against
liability asserted against or incurred by him in that capacity
or arising from his status as a director, officer, employee, or
agent, whether or not the corporation would have power to
indemnify him against the same liability under any provision of
this Chapter.
Section 55-8-58. Application of Part.
(a) If articles of incorporation limit indemnification or
advance for expenses, indemnification and advance for expenses
are valid only to the extent consistent with the articles.
(b) This Part does not limit a corporation's power to pay or
reimburse expenses incurred by a director in connection with
his appearance as a witness in a proceeding at a time when he
has not been made a named defendant or respondent to the
proceeding.
(c) This Part shall not affect rights or liabilities arising
out of acts or omissions occurring before July 1, 1990.
Item 16. Exhibits.
The Exhibits to this Form S-3 are listed in the accompanying
Index to Exhibits.
-35-
Item 17. Undertakings.
The undersigned Registrant will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to include any additional or changed information on the
plan of distribution:
(i) Include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information set forth in the Registration Statement; and
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of
the offering.
-36-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Asheboro, North Carolina on May 22, 1995.
FNB CORP.
Date: May 22, 1995 By: /S/ Michael C. Miller
Michael C. Miller
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the following capacities on May 22, 1995.
Signature Title Date
/S/Michael C. Miller President, Chief May 22, 1995
(Michael C. Miller) Executive Officer and
Director
/S/Jerry A. Little Treasurer and Secretary May 22, 1995
(Jerry A. Little) (Principal Financial
and Accounting Officer)
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/S/James M.Culberson Jr. Chairman of the Board May 22, 1995
(James M. Culberson Jr.)
/S/James M. Campbell, Jr. Director May 22, 1995
(James M. Campbell, Jr.)
/S/ Wilbert L. Hancock Director May 22, 1995
(Wilbert L. Hancock)
Director
(Thomas A. Jordan)
Director
(R. Reynolds Neely, Jr.)
/S/Richard K. Pugh Director May 22, 1995
(Richard K. Pugh)
/S/J. M. Ramsay, III Director May 22, 1995
(J. M. Ramsay, III)
/S/Charles W. Stout, M.D. Director May 22, 1995
(Charles W. Stout, M.D.)
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Director
(Earlene V. Ward)
/S/E. C. Watkins, Jr. Director May 22, 1995
(E. C. Watkins, Jr.)
-39-
INDEX TO EXHIBITS
Exhibit
No. DESCRIPTION
5. Opinion of Schell Bray Aycock Abel &
Livingston regarding legality of
issuance of Common Stock.
23.1 Consent of Schell Bray Aycock Abel &
Livingston contained in the Opinion,
filed as Exhibit 5 hereto.
23.2 Consent of KPMG Peat Marwick
independent auditor.
99. Copy of Amended and Restated FNB
Dividend Reinvestment and Stock
Purchase Plan and Authorization Form.
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EXHIBITS
EX-5
2
EXHIBIT 5
SCHELL BRAY AYCOCK ABEL & LIVINGSTON L.L.P.
Attorneys and Counsellors at Law
Suite 1500 Renaissance Plaza
230 North Elm Street
Greensboro, North Carolina 27401
Telephone (910) 370-8800
Telecopier (910) 370-8830
May 22, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: FNB Corp.
Registration Statement on Form S-3
Gentlemen:
We have represented FNB Corp., a North Carolina corporation,
(the "Registrant") in connection with the registration of 200,000
shares of the Registrant's Common Stock, par value $2.50 per share,
(the "Common Stock") issuable pursuant to the Registrant's Dividend
Reinvestment and Stock Purchase Plan (the "Plan").
In connection with this opinion, we have examined the
Registrant's Articles of Incorporation and Bylaws, as amended, the
Registration Statement on Form S-3 relating to the foregoing
registration (the "Registration Statement"), the prospectus which
is to be distributed to Plan participants, the Plan and such
corporate records of the Registrant and questions of law as we have
deemed relevant for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that:
1. All necessary corporate action has been taken to authorize
the sale and issuance under the terms of the Plan of up to
200,000 of authorized but unissued shares of Common Stock,
and such shares, when and if issued and sold under the
terms and conditions set forth in the Registration
Statement and the prospectus contained therein, will be
legally issued, fully paid and nonassessable.
2. The shares of Common Stock of the Registrant that are
presently issued and outstanding are legally issued,
Securities and Exchange Commission
May 22, 1995
Page Two
fully paid and nonassessable. The shares of Common Stock
of the Registrant reserved for issuance under the
Registrant's Stock Compensation Plan and for payment of a
Common Stock dividend on May 26, 1995 will, when issued in
accordance with the terms of the Stock Compensation Plan
and the terms of the dividend, respectively, be legally
issued, fully paid and nonassessable. Subject to the
foregoing and assuming all future shares of Common Stock
will be issued in accordance with the corporate laws of
the state of North Carolina, shares of Common Stock
purchased in the open market for sale under the Plan will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm
under "Item 5. Interests of Named Experts and Counsel" contained
therein. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act
of 1933, as amended.
Very truly yours,
SCHELL BRAY AYCOCK ABEL & LIVINGSTON L.L.P.
/S/SCHELL BRAY AYCOCK ABEL & LIVINGSTON L.L.P.
EX-23.2
3
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
FNB Corp.
We consent to incorporation by reference in the registration
statement on Form S-3 of FNB Corp. of our report dated February
3, 1995 relating to the consolidated balance sheets of FNB Corp.
and subsidiaries as of December 31, 1994 and 1993 and the related
consolidated statements of income, shareholders' equity and cash
flows for each of the years in the three-year period ended
December 31, 1994, which report appears in the December 31, 1994
annual report to shareholders and is incorporated by reference in
the 1994 Form 10-KSB and to the reference to our firm under the
heading "Experts" in the prospectus.
FNB Corp. changed its method of accounting for investments to
adopt the provisions of the Financial Accounting Standards
Boards' Statement of Financial Accounting Standards (SFAS) No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," at December 31, 1993. FNB Corp. also adopted the
provisions of the Financial Accounting Standards Board's SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other
than Pensions", on January 1, 1993.
/S/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Greensboro, North Carolina
May 22, 1995
EX-99
4
EXHIBIT 99
(5/19/95)
FNB CORP.
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
ARTICLE 1
PURPOSE
1.1 Purpose. The primary purpose of the FNB Corp. Dividend
Reinvestment and Stock Purchase Plan (the "Plan") is to provide
holders of the Common Stock, par value $2.50 per share (the "Common
Stock") of FNB Corp. (the "Corporation") with a simple and
convenient way of reinvesting cash dividends and investing optional
cash payments in additional shares of Common Stock. Shares
purchased under the Plan will either be original issue shares
("Original Issue Shares") or shares purchased in the open market
("Open Market Shares").
1.2 Dividend Reinvestment and Optional Cash Payments.
Shareholders of the Corporation who elect to become participants in
the Plan ("Participants") may purchase shares of Common Stock by
(i) having all or part of the cash dividends on their shares of
Common Stock automatically reinvested and (ii) by investing both
their cash dividends and optional cash payments, which may not be
less than $25 per payment nor aggregate more than $1,000 per
calendar quarter ("Optional Cash Payments").
ARTICLE 2
ADMINISTRATION
2.1 Authority of the Board of Directors. The Board of
Directors of the Corporation has the authority to appoint the
administrator of the Plan, to suspend, modify or terminate the Plan
and to make any other determinations necessary or advisable for the
administration of the Plan. Participants will be notified of any
suspension, modification or termination of the Plan.
2.2 Plan Administrator. The Board of Directors has
determined that the Plan will be administered by First National
Bank and Trust Company, a wholly owned subsidiary of the Corporation
(the "Plan Administrator"), which shall have authority to administer
the Plan in accordance with the terms and conditions set forth herein.
2.3 Duties of Plan Administrator. The Plan Administrator is
charged with the general duties of administering and maintaining
the Plan. The Plan Administrator will maintain continuing records
of each Participant's account and advise Participants as to all
transactions in and the status of their Plan accounts. The Plan
Administrator will assure the safekeeping of shares of Common Stock
credited to a Participant's Plan account (the "Plan Shares").
2.4 Purchase of Open Market Shares. The Plan Administrator
has the authority to either (i) purchase Open Market Shares on
behalf of the Participants and in accordance with the Plan, so long
as all such purchases are in compliance with applicable federal and
state securities laws, or (ii) appoint an agent, who will be an
"agent independent of the issuer" as that term is used in Rule
10b-18 of the Securities and Exchange Commission, (the "Agent") to
purchase Open Market Shares on behalf of the Participants and in
accordance with the Plan.
2.5 Receipt of Funds; Purchase of Stock. The Plan
Administrator will act in the capacity of agent for the
Participants with respect to receipt of dividends and will receive
dividend payments from the Corporation on behalf of the
Participants. The Plan Administrator will receive Optional Cash
Payments from the Participants who elect to make such payments.
The Plan Administrator will make appropriate arrangements for
holding such payments until the payments may be applied toward
purchase of Common Stock under the Plan. Dividend payments and
Optional Cash Payments received by the Plan Administrator may be
commingled by the Plan Administrator. With respect to Original
Issue Shares and Open Market Shares that are purchased by the Plan
Administrator, the Plan Administrator will invest such dividend
payments and Optional Cash Payments in shares of Common Stock
pursuant to the terms of the Plan. With respect to Open Market
Shares that are purchased by the Agent, the Plan Administrator will
notify the Agent of the amount of dividend payments and Optional
Cash Payments that are available for investment in shares of Common
Stock as soon as the amount is determined. After the Agent has
invested the dividend payments and Optional Cash Payments in Open
Market Shares and notified the Plan Administrator, the Plan
Administrator will transfer funds to the Agent in payment of Open
Market Shares purchased by the Agent. The Plan Administrator or
Agent will make every reasonable effort to reinvest all dividends
promptly after receipt and in no event later than 30 days after
such receipt, except where in the opinion of the Plan
Administrator's counsel, such investments are restricted by any
applicable state or federal securities laws.
2.6 Reports to Participants. The Plan Administrator will
send to each Participant a statement of account at the end of each
quarter in which there has been a transaction that has affected the
Participant's account. The statement of account
-2-
will include information describing each transaction.
Specifically, it will include information as to dividends credited
to the Participant, Optional Cash Payments received from the
Participant, amounts invested for the Participant, costs of
purchases, number of shares purchased (including fractional
shares), total shares held for the Participant and other
information for the year to date. The Plan Administrator will send
to each Participant a December statement, which will, in addition
to serving as that quarter's activity report, serve as that year's
annual statement of account. The December statement of account
will provide records that can be used for the Participant's
reporting purposes.
2.7 Tax Reports. The Plan Administrator will comply with
all applicable Internal Revenue Service requirements concerning the
filing of information returns for dividends credited to each
account under the Plan and such information will be provided to the
Participant by a duplicate of that form or in a final statement of
account for each calendar year. With respect to Participants whose
dividends or other form of distributions are subject to United
States domestic or foreign tax withholding, the Plan Administrator
will comply with all applicable Internal Revenue Service
requirements concerning the amounts of tax to be withheld, which
will be deducted from the dividends credited to the Participant's
account prior to investment or from distributions due to the
Participant.
2.8 Notices to Participants. All notices and reports from
the Plan Administrator to a Participant will be addressed to the
Participant at the last address of record with the Plan
Administrator. The mailing of a notice to a Participant's last
address of record will satisfy the Plan Administrator's duty of
giving notice to such Participant. It is the duty of each
Participant to notify the Plan Administrator promptly of any change
of address.
2.9 Costs. All costs of administration of the Plan will
be paid by the Corporation. No fees or service charges (other than
brokerage commissions as provided herein) will be imposed on
Participants in connection with the purchase of shares of Common
Stock under the Plan.
2.10 Liability. Neither the Plan Administrator nor the
Corporation will have any responsibility beyond the exercise of
ordinary care for any reasonable and prudent actions taken or
omitted pursuant to the Plan, including, without limitation, any
claim for liability arising out of failure to terminate a
Participant's account upon such Participant's death or adjudicated
incompetency prior to receipt of written notice of death or
adjudicated incompetency, nor shall they have any duties,
responsibilities or liabilities except as expressly set forth in
the Plan.
-3-
ARTICLE 3
STOCK SUBJECT TO PLAN
The maximum aggregate number of shares of Common Stock
available pursuant to the Plan, subject to adjustment as provided
herein, shall be 200,000 shares of the Common Stock. The shares
may be either (i) Original Issue Shares sold to the Plan
Administrator from the Corporation's authorized, but unissued
shares of Common Stock, or (ii) Open Market Shares purchased on
behalf of the Plan by the Plan Administrator or, if the Plan
Administrator has appointed an Agent, the Agent on any securities
exchange on which the Common Stock is traded, in the
over-the-counter market or in negotiated transactions.
ARTICLE 4
ELIGIBILITY AND ENROLLMENT
4.1 Eligibility. All holders of record of shares of Common
Stock are eligible to participate in the Plan. Beneficial owners
of Common Stock whose shares are held in registered names other
than their own, such as trustees, bank nominees or brokers, must
arrange for the holder of record to participate in the Plan or have
the shares transferred to their own names before enrolling in the
Plan.
4.2 Enrollment. An owner of Common Stock may enroll in the
Plan and become a Participant by completing and signing an
enrollment form approved by the Plan Administrator (the
"Authorization Form") and returning the Authorization Form to the
Plan Administrator. On the Authorization Form, a Participant shall
appoint the Plan Administrator as his or her agent and shall
authorize the Plan Administrator, as such agent, to apply dividends
and distributions received on the number of shares of Common Stock
indicated on the form (the "Participating Shares") toward the
purchase of full and fractional shares of Common Stock. The
Participating Shares indicated on the Authorization Form may
represent all, or any specified number if less than all, of the
shares of Common Stock registered in that Participant's name.
Participants may also elect to invest Optional Cash Payments by so
indicating on the Authorization Form. Participants are not
permitted to invest Optional Cash Payments unless they are also
participating in the dividend reinvestment feature of the Plan.
4.3 Commencement of Participation. If an Authorization Form
specifying reinvestment of dividends is received by the Plan
Administrator at least 5 business days before the record date
established for payment of a particular dividend, reinvestment will
commence with that dividend payment. If the Authorization Form is
received after such date, the reinvestment of dividends through the
Plan will begin with the next succeeding dividend.
-4-
Authorization Forms received on a Saturday, Sunday or holiday on which
the main office of the Plan Administrator is closed will be considered
received on the next succeeding business day.
4.4 Altering Participation. A Participant may change the
number of Participating Shares by signing and returning a new
Authorization Form to the Plan Administrator.
ARTICLE 5
DIVIDEND REINVESTMENT
5.1 Dividend Reinvestment. Dividends on Participating Shares
shall be reinvested by the Plan Administrator on a quarterly basis.
The Plan Administrator will make every reasonable effort to have
the dividends and Optional Cash Payments received pursuant to the
Plan invested promptly after receipt and in no event later than 30
days except where, in the opinion of the Plan Administrator's
counsel, such investments are restricted by any applicable state or
federal securities laws.
5.2 Purchase Price: Original Issue Shares. Original Issue
Shares will be purchased on the Dividend Payment Date. The
purchase price of Original Issue Shares shall be an amount equal to
100% of the fair market value (as determined pursuant to the Plan)
of such shares on the Dividend Payment Date on which such shares
are purchased. "Fair market value" shall mean the average of the
closing bid and ask price of the Common stock as reported by the
quotation information regularly disseminated by the National
Association of Securities Dealers Automated Quotation ("NASDAQ")
market or the NASDAQ National Market on the dividend payment date
(or the most recent preceding day on which bid and ask prices were
reported). If the Common Stock is not listed on a national
securities exchange, the fair market value of the shares shall be
determined in good faith by the Board of Directors of the
Corporation. If the Board of Directors is required to make a
determination as to fair market value, the Board of Directors shall
consider the financial condition of the Corporation and its recent
operating results, values of publicly traded securities of other
financial institutions giving effect to the relative book values
and earnings of such institutions and the level of liquidity of the
institution's shares, and such other factors as the Board of Directors
in its discretion deems relevant.
5.3 Purchase Price: Open Market Shares. Open Market Shares
may be purchased by the Plan Administrator or, if the Plan
Administrator has appointed an Agent, by the Agent on such terms as
to price, delivery or otherwise as the Plan Administrator or Agent
may determine on the Dividend Payment Date or as soon thereafter as
practicable. The price at which Open Market Shares shall be deemed
to have been purchased shall be the price of such shares paid by
the Plan Administrator or Agent, plus such
-5-
brokerage commission or mark-ups and any other fees or expenses
charged by the broker-dealer or broker-dealers involved in the
purchase or purchases (the "Brokerage Commission").
5.4 Brokerage Commissions. To the extent shares are purchased
in the open market each Participant's Plan account will be charged
with its pro rata share of Brokerage Commissions. In the event the
Plan Administrator or Agent receives a savings on such brokerage
fees by buying Common Stock in volume, the savings will be passed
on to the Participants. Participants will incur no Brokerage
Commissions for Original Issue Shares.
5.5 Intent to Make Open Market Purchases. The Corporation
currently intends that Open Market Shares shall be used to supply
Common Stock to the Plan, but reserves the right, in its sole
discretion, to direct the Plan Administrator at any time and from
time to time to purchase Original Issue Shares. The Corporation
must notify the Plan Administrator at least 10 days prior to a
Dividend Payment Date if the Corporation elects to sell newly
issued shares to the Plan Administrator for Plan accounts.
5.6 Dividends on Plan Shares. The Plan Administrator will
receive dividends for all Plan Shares held on the dividend record
date and will credit such dividends to Participants' accounts on
the basis of whole shares and fractional shares credited to those
accounts. Such dividends will be automatically reinvested in
additional shares of Common Stock pursuant to the terms of the
Plan.
ARTICLE 6
OPTIONAL CASH PAYMENTS
6.1 Optional Cash Payments. A Participant may elect to
invest Optional Cash Payments at any time not less than 5 business
days nor more than 30 calendar days prior to any Dividend Payment
Date in any quarter, provided the payment is received by the Plan
Administrator during such period. The same amount of money need
not be invested each quarter, and there is no obligation to make an
Optional Cash Payment in any quarter.
6.2 Minimum/Maximum Amount of Cash Payment. An Optional
Cash Payment must not be in an amount less than $25, and all Optional
Cash Payments by or on behalf of any Participant in any calendar
quarter must not aggregate more than $1,000.
6.3 Payments. Prior to the first Dividend Payment Date after
a Participant enrolls in the Plan, an initial Optional Cash Payment
may be made by a Participant within the specified time limits by
enclosing a check or money order with a completed Authorization
Form. Checks or money orders should be made payable to the Plan
Administrator and returned along with an
-6-
Authorization Form. After the first Dividend Payment Date
following a Participant's enrollment in the Plan, Optional Cash
Payments may be made within the specified time limits during any
quarter by sending such payments to the Plan Administrator together
with a stock purchase form (as approved by the Plan Administrator)
which shall be attached to the detailed quarterly statement
received by Participants after their initial dividend payment has
been invested. The Participant's Plan account number must be
included on the check (or other instrument) and in any other
correspondence with respect to the Plan.
6.4 Return of Optional Cash Payment. A Participant by
written request to the Plan Administrator may obtain the return of any
Optional Cash Payment up to 48 hours prior to the Dividend Payment
Date. Any Optional Cash Payment received by the Plan Administrator
less than 5 business days or more that 30 calendar days prior to a
dividend payment date will be promptly returned.
6.5 Application of Payment. The Plan Administrator will
apply any Optional Cash Payment received from a Participant not less
than 5 business days nor more than 30 calendar days before a Dividend
Payment Date to the purchase of shares of Common Stock for the
account of the Participant with respect to that Dividend Payment
Date. Payments that are received less than 5 business days or more
than 30 calendar days prior to any dividend payment date will be
promptly returned to the Participant.
6.6 Holding of Cash Payments. Pending investment, all
Optional Cash Payments will be held in a non-interest-bearing
account maintained by the Plan Administrator. The Plan
Administrator will advise that Participants may wish to delay
transmittal of Optional Cash Payments until shortly before the
Dividend Payment Date while still allowing enough time for the Plan
Administrator to receive the funds 5 business days prior to such
date.
ARTICLE 7
PARTICIPANT ACCOUNTS
7.1 Allocations to Accounts. The number of shares of Common
Stock to be purchased for a Participant's Plan account depends on
the amount of that Participant's reinvested dividends and Optional
Cash Payments and the purchase price of the shares purchased
pursuant to the Plan with respect to a single dividend payment.
Each Participant's account will be credited with that number of
shares, including fractions computed to three decimal places, equal
to the total amount to be invested, divided by the purchase price
per share.
7.2 Stock Certificates. Stock certificates for shares of
Common Stock purchased under the Plan will not be issued as a
matter of course. The Plan Administrator will hold all shares
purchased in the name of one of its nominees. The number of
-7-
shares purchased for a Participant's account under the Plan will be
shown on the Participant's quarterly statement of account.
Certificates for any number of whole shares credited to a
Participant's account under the Plan will be issued without charge
upon the Participant's written request. Any remaining whole shares
and fractional shares will continue to be held in the Participant's
account.
ARTICLE 8
TERMINATION OF PARTICIPATION
8.1 Written Notice. A Participant may discontinue the
reinvestment of dividends under the Plan by notifying the Plan
Administrator in writing. The Corporation may also terminate a
Participant's participation in the Plan by giving written notice to
that effect to a Participant at any time. Any termination notice
received at least 5 business days prior to a dividend record date
will be effective as to dividends paid for such record date. Any
termination notice received less than 5 business days prior to a
dividend record date will not be effective until dividends paid for
such record date have been reinvested.
8.2 Issuance of Certificates; Liquidation of Fractional
Shares. Upon termination, a Participant will receive a stock
certificate for all whole Plan Shares credited to the Participant's
account. Any fractional Plan Shares will be liquidated and a check
for the proceeds, less brokerage commissions and transfer taxes, if
any, incurred in such transactions will be mailed directly to the
discontinuing Participant by the Plan Administrator. The
liquidation value of any fractional shares shall be calculated at
"fair market value" as that term is defined in the Plan.
8.3 Termination by Disposal of Shares. If a Participant
disposes of all shares registered in the Participant's name on the
books of the Corporation, participation in the Plan will be deemed
discontinued and certificates for all whole Plan Shares credited to
the Participant's account, together with the proceeds from the
liquidation of any fractional shares as determined herein, will be
mailed to the Participant.
ARTICLE 9
WITHDRAWAL OF PLAN SHARES
A Participant who has purchased shares of Common Stock under
the Plan may withdraw all or a portion of such Plan Shares from the
Plan account by notifying the Plan Administrator in writing to that
effect and specifying in the notice the number of Plan Shares to be
withdrawn. This notice should be mailed to the Plan Administrator.
Certificates for whole shares of Common Stock so
-8-
withdrawn will be registered in the name of and issued to the
Participant. In no case will certificates representing fractional
shares be issued. Any notice of withdrawal received less than 5
business days before a dividend record date will not be effective
until dividends paid for such record date have been reinvested and
the shares credited to the Participant's Plan account.
ARTICLE 10
MISCELLANEOUS PROVISIONS
10.1 Adjustments. If the shares of Common stock of the
corporation are increased, decreased, changed into, or exchanged
for a different number or kind of shares or securities through
merger, consolidation, combination, or exchange of shares in which
the Corporation is the surviving entity or through
recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other reorganization, the Board of Directors
shall make an appropriate and proportionate adjustment in the
maximum number and kind of shares that may be issued under the
Plan.
10.2 Stock Dividends; Stock Splits. Whole shares and
fractional shares resulting from stock dividends or stock splits on
Plan Shares will be added to Participants' accounts.
10.3 Rights Offering. In the event that the Corporation
makes available to its shareholders rights to purchase additional
shares or other securities, the Plan Administrator will sell all
rights accruing to Plan Shares if a purchaser can be located. The
proceeds will be combined with any other Participant's account
funds for reinvestment in connection with the dividend payment date
on which shares of Common Stock are to be purchased. These
proceeds will be treated as if they were Optional Cash Payments.
Any Participant who wishes to exercise any such rights must send a
written request to the Plan Administrator that certificates for the
whole shares held under the Plan be sent to the Participant. This
request must be received at least 5 business days in advance of the
record date for the rights offering.
10.4 Ownership Dates. For purposes of corporate records, a
Participant shall be deemed to be the owner of shares purchased
through the Plan pursuant to Original Issue Purchases on the
Dividend Payment Date. In the case of Open Market Purchases, an
allocable percentage of the shares credited to a Participant's
account is deemed to have been acquired by the Participant on each
date shares are purchased by the Plan Administrator with respect to
a particular dividend.
10.5 Voting of Plan Shares. Each Participant who votes
shares of Common Stock registered in his or her name on any matter
submitted to a meeting of the Corporation's shareholders
-9-
will have all shares credited to his or her account under the Plan
automatically added to that number and voted in the same manner.
If a Participant elects not to vote the Plan Shares in person at
the shareholders' meeting, a proxy for those shares will be
furnished upon written request received by the Plan Administrator
at least 10 business days prior to the shareholders' meeting date.
10.6 Transfer Restriction. A Participant cannot sell, assign,
transfer or pledge shares credited to the Participant's account for
any purpose unless the Participant has first requested certificates
for such shares in accordance with the Plan.
10.7 No Issuances at Less than Par Value. In no event shall
the Corporation or the Plan Administrator issue shares of Common
Stock pursuant to the Plan at a price that is less than the par value
of the Common Stock.
-10-
FNB CORP.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION FORM
I hereby appoint First National Bank and Trust Company (the
"Plan Administrator"), or its successor as appointed by FNB Corp.
(the "Corporation"), as my agent, subject to the terms and
conditions of the FNB Corp. Dividend Reinvestment and Stock
Purchase Plan (the "Plan") as set forth in the accompanying
Prospectus, receipt of which is hereby acknowledged. I authorize
the Plan Administrator, as such agent, to apply my dividends and
distributions as selected below and such cash deposits as it may
receive from me toward the purchase of full and fractional shares
of the Corporation's Common Stock (the "Common Stock"). I
understand that I may make optional cash payments of not less than
$25 per payment nor totaling more than $1,000 per calendar quarter.
REINVESTMENT OF DIVIDENDS
Please enroll me in the FNB Corp. Dividend Reinvestment and
Stock Purchase Plan as indicated below:
Check one only:
Dividend Reinvestment Partial Dividend
On All Shares. Reinvestment.
I wish to apply dividends I wish to apply dividends
on all shares of FNB Corp. on shares of Common
common stock (the "Common Stock registered in my name
Stock") registered in my and any optional cash payments
name and any optional cash to the purchase of additional
payments to the purchase shares of Common Stock.
of additional shares of
Common Stock.
I acknowledge receipt of FNB Corp.'s Dividend Reinvestment
and Stock Purchase Plan Prospectus and agree to the terms and
conditions of the Plan as stated therein.
Social Security or Tax Signature(s) - All persons
Identification No: whose names appear in the
accompanying address label
should sign exactly as shown.
Date , 19
OPTIONAL CASH PAYMENTS
I have (check one) previously enrolled in the FNB Corp. Dividend
Reinvestment and Stock Purchase Plan or am enrolling in the FNB
Corp. Dividend Reinvestment and Stock Purchase Plan by executing
the Authorization as provided hereinabove, and I enclose an
optional cash payment of $ .
Date , 19 Signature(s) - All persons
whose names appear in the
accompanying address label
should sign exactly as shown.
THIS IS NOT A PROXY