FNB CORP \VA\
8-K, 2000-07-13
NATIONAL COMMERCIAL BANKS
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported)
                                  July 11, 2000


                                 FNB CORPORATION
             (Exact Name of Registrant as Specified in Its Chapter)



<TABLE>
<S> <C>
                Virginia                                 000-24141                            54-1791618
     (State of other jurisdiction of             (Commission File Number)          (I.R.S. Employer Identification
     incorporation or organization)                                                              No.)
</TABLE>


                            -------------------------

                                 105 Arbor Drive
                         Christiansburg, Virginia 24068
                    (Address of principal executive offices)
                         (Registrant's telephone number,
                      including area code): (540-382-4951)


                            -------------------------

          (Former name or former address, if changed since last report)
<PAGE>

Item 5.  Other Events

(a)      As  explained  in the attached  press  release,  FNB  Corporation  and
         CNB  Holdings,  Inc. announced on July 11, 2000 that they have entered
         into an  Agreement and Plan of Merger. Under the terms of the proposed
         transaction,   CNB   Holdings,   Inc.'s  shareholders   will   receive
         consideration  of $10.60 for each of their shares in the form of cash,
         stock of FNB Corporation or a combination of cash and stock.



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     FNB CORPORATION,
                                                     REGISTRANT




Date:  July 13, 2000               By:  /s/  J. Daniel Hardy, Jr.
                                      ---------------------------
                                        J. Daniel Hardy, Jr.
                                        President and Chief Executive Officer


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