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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 31, 1999
FNB FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 340-13086 56-1382275
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification Number)
202 SOUTH MAIN STREET, REIDSVILLE, NORTH CAROLINA 27320
(Address of principal executive offices)
(336) 342-3346
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 1999, FNB Financial Services Corporation (the
"Registrant") acquired Black Diamond Savings Bank, F.S.B. ("Black Diamond") in a
transaction structured as a merger. The Registrant issued 1,113,397 shares of
its Common Stock to the former Black Diamond shareholders in a transaction
accounted for as a pooling of interests. Black Diamond's shareholders received
1.3333 shares of the Registrant's Common Stock for each share of Black Diamond
Common Stock they owned. Additional information regarding this transaction is
provided in the Registrant's Registration Statement on Form S-4 (File No.
333-82873) filed with the Securities and Exchange Commission on July 14, 1999
(the "Registration Statement").
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The Statements of Financial Condition of Black Diamond as of
December 31, 1998 and 1997, the Statements of Income and Comprehensive Income
for the years ended December 31, 1998 and 1997 of Black Diamond, the Statements
of Stockholders' Equity for the years ended December 31, 1998 and 1997 of Black
Diamond, the Statements of Cash Flows for the years ended December 31, 1998 and
1997 of Black Diamond, and the Notes to Financial Statements thereto, were
previously filed, within the meaning of Rule 12b-2 promulgated under the
Securities and Exchange Act of 1934, as amended, in the Registrant's
Registration Statement. Financial statements as of June 30, 1999 and the six
months then ended will be provided within 75 days from the date of this report.
(b) Pro Forma Financial Information.
The pro forma combined condensed balance sheets of the
Registrant and Black Diamond as of June 30, 1999 and the unaudited pro forma
combined condensed statements of income for the periods ended June 30, 1999 and
1998 will be provided by amendment within 75 days from the date of this report.
(c) Exhibits.
Exhibit Number Description of Exhibit
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2.01(1) Agreement and Plan of
Reorganization and Merger, dated
May 28, 1999, by and among the
Registrant, FNB Acquisition Sub,
F.S.B., and Black Diamond
99.01 Press Release, dated September 1, 1999
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(1) Appendix A to the Registration Statement and incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
FNB FINANCIAL SERVICES CORPORATION
By: /s/ Robert F. Albright
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Dated: September 10, 1999 Robert F. Albright
Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
2.01(1) Agreement and Plan of Reorganization and Merger,
dated May 28, 1999, by and among the Registrant,
FNB Acquisition Sub, F.S.B., and Black Diamond
99.01 Press Release, dated September 1, 1999
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(1) Appendix A to the Registration Statement and incorporated herein by
reference.
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EXHIBIT 99.01
Press Release
COMPANY PRESS RELEASE
FNB FINANCIAL SERVICES CORPORATION COMPLETES ACQUISITION OF BLACK DIAMOND
SAVINGS BANK, F.S.B.
REIDSVILLE, N.C.--(BUSINESS WIRE)--Sept. 1, 1999--FNB Financial Services
Corporation (NASDAQ/NMS: FNBF - news) completed late yesterday its acquisition
of Norton, Virginia-based Black Diamond Savings Bank, F.S.B.
The acquisition represents FNB's initial expansion of its operations into
Virginia.
In connection with the acquisition, accounted for as a pooling of interests, FNB
has issued approximately 1,113,397 shares of its common stock to the former
Black Diamond shareholders, and FNB has assumed options to purchase
approximately 121,848 shares of FNB common stock by former Black Diamond option
holders. With the completion of the transaction, FNB will have outstanding
approximately 4,460,902 shares of common stock. Black Diamond shareholders will
receive instructions from the exchange agent in the near future for the exchange
of share certificates.
Black Diamond shareholders will receive 1.3333 shares of FNB common stock for
each share of Black Diamond common stock they own. The deal is valued at $19.33
per Black Diamond common share, based on FNB's closing price of $14.50 on August
31.
In connection with the acquisition, current Black Diamond directors Don M. Green
and Gary G. Blosser will be appointed to the FNB board of directors.
Black Diamond, with approximately $135 million in assets at June 30, 1999,
operates four banking offices in Virginia. Its market area includes Harrisonburg
(Rockingham County), Norton (Wise County), Pennington Gap (Lee County), and
Richlands (Tazewell County).
FNB is a North Carolina bank holding company with consolidated assets of
approximately $425 million at June 30, 1999. FNB, through its subsidiary, FNB
Southeast, currently operates nine banking offices concentrated in the
Piedmont/Triad region of the state and in Wilmington. The Bank is community
oriented, characterized by local affiliations and personalized services, while
at the same time providing its customers with the financial sophistication and
breadth of products usually associated with much larger regional banks.
Contact:
FNB Financial Services Corporation, Reidsville
Ernest J. Sewell, 336/342-3346
