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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Carolina Fincorp
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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CFNC
Carolina Fincorp Inc.
115 South Lawrence Street - Rockingham, NC 28380 - 910-997-6245
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October 27, 1999
Dear Shareholder:
I am writing to advise you that the Board of Directors of your company has
agreed to a merger with FNB Corp., Asheboro, NC.
On October 18, 1999, the Board signed a definitive agreement with FNB Corp., the
holding company for First National Bank and Trust Company. The terms of the
agreement provide that FNB Corp. will issue .79 shares of its common stock for
each share of Carolina Fincorp common stock. Based on the closing price for FNB
on Friday, October 16, 1999, the transaction represents a price of $15.01 per
share of Carolina Fincorp common stock and a deal value of approximately $29.1
million. The merger will result in an institution with combined assets of
approximately $500 million and a market capitalization in excess of $100
million.
Subject to certain conditions, including the approval of both companies'
shareholders and applicable regulatory authorities, the merger is anticipated to
close late in the first quarter or early in the second quarter of 2000. The
transaction is intended to be tax-free to the shareholders of Carolina Fincorp
and will be accounted for as a pooling of interests.
FNB Corp. is the $380 million bank holding company for First National Bank and
Trust Company, headquartered in Asheboro, NC. First National Bank and Trust
operates twelve offices in Chatham, Montgomery and Randolph Counties in central
North Carolina. First National Bank and Trust offers a complete line of
financial services, including deposit, loan, investment and trust services that
are complementary to those offered by Richmond Savings Bank.
The counties in which First National Bank and Trust operates banking offices are
a good fit with the counties in which our bank operates. The merger will
result in a company with 17 offices, operating in six mid-Carolina counties. As
you will recall, Richmond Savings Bank operates five offices in Richmond, Moore
and Scotland Counties.
The Board is extremely pleased to join forces with FNB Corp. because we share a
common heritage of serving our communities for nearly a century. In the near
future you will receive more information concerning this proposed merger. If in
the meantime you have any questions or comments, please do not hesitate to
contact me directly.
Yours truly,
/s/ R. Larry Campbell
R. Larry Campbell, CEO
Carolina Fincorp, Inc.
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NOTICE
To Shareholders of Carolina Fincorp
Concerning the 1999 Annual Meeting and the Proposed Merger with FNB Corp.
On September 21, 1999, Carolina Fincorp, Inc. (the "Company") mailed the Notice
for the 1999 Annual Meeting (the "Annual Meeting") of Stockholders of the
Company. The shareholders have also recently been notified of the Company
signing a definitive agreement with FNB Corp., the holding company for First
National Bank and Trust Company.
Shareholders are hereby notified that the date and time of the Annual Meeting
are not affected by the announcement of the proposed merger of the Company, and
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the Annual Meeting will still be held on November 17, 1999, at 1:00 p.m.,
Eastern Time, at the Calvin Little Room, Thomas H. Leath Memorial Library, 412
E. Franklin Street, Rockingham, North Carolina.
Although the proposed merger is subject to shareholder approval, the
approval of the proposed merger will not be addressed at the Annual
Meeting, and a special meeting of the shareholders will be convened at a
later date.
On October 4, 1999, the board of directors of the Company (the "Board of
Directors") first mailed proxy materials for the Annual Meeting to the Company's
shareholders. This notice is a supplement to the Board of Directors' Proxy
Statement. The Board of Directors encourages all shareholders to review the
proxy materials and, if you have not already done so, complete, sign and return
the previously mailed proxy.
Proxy Solicitor Chosen to Solicit Company Proxies
Regan & Associates, Inc. ("Regan"), a professional proxy solicitation firm, has
been retained by the Company in connection with the Board of Directors'
solicitation of proxies to be used at the Annual Meeting. Under the terms of the
Company's agreement with Regan, Regan will assist the Company in delivering
proxy materials, and will assist the Company in soliciting, collecting and
tabulating proxies received from brokers and banks and, as needed, other
stockholders. The Company estimates the total expense to be paid by the Company
in connection with Regan's services to be approximately $5,750. This estimate
will increase if a formal proxy contest develops in connection with the Annual
Meeting.
Possible Proxy Contest
The Company is aware that a letter has been delivered to shareholders regarding
a possible proxy contest concerning the election of the Board of Directors at
the Annual Meeting; however, the status of the proposed proxy contest is unknown
as of the date of this mailing.
Use of Proxy
As previously referenced in the Proxy Statement, a proxy may be revoked at any
time prior to its exercise by the filing of a written notice of revocation with
the Secretary of the Company, by delivering to the Company a duly executed proxy
bearing a later date, or by attending the Annual Meeting and voting in person.
However, if you are a beneficial owner of shares of the Company's common stock
that are not registered in your own name, you will need appropriate
documentation from the holder of record of your shares to vote personally at the
Annual Meeting.
Your vote is important.
If you have not previously sent in your proxy, you are encouraged to do so.
IF YOU HAVE QUESTIONS ABOUT HOW TO VOTE
please contact our proxy solicitor:
Regan & Associates, Inc.,
TOLL FREE 800-737-3426
