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))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FNB CORP.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) 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:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
FNB CORP.
101 SUNSET AVENUE
ASHEBORO, NORTH CAROLINA 27203
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 1999
Notice is hereby given that the regular Annual Meeting of Shareholders
of FNB Corp. (the "Corporation") will be held at the AVS Banquet Centre, 2045
North Fayetteville Street, Asheboro, North Carolina, on Tuesday, the 11th day of
May, 1999, at one o'clock p.m., preceded by a buffet luncheon beginning at 12:15
p.m., for the following purposes:
1. To elect three Class I Directors to serve for three-year terms
expiring at the Annual Meeting in 2002.
2. To consider ratification of the selection of KPMG LLP, Certified
Public Accountants, as independent auditors of the Corporation for
the 1999 fiscal year.
3. To consider and act upon any other business as may come before the
meeting or any adjournment thereof.
All shareholders are invited to attend the meeting. Only those
shareholders of record at the close of business on March 25, 1999, shall be
entitled to notice of the meeting and to vote at the meeting.
Information relating to the activities and operations of FNB Corp.
during the fiscal year ended December 31, 1998, is contained in the
Corporation's Annual Report, which is enclosed.
April 5, 1999 By Order of the Board of Directors
Michael C. Miller
Chairman and President
YOUR BOARD OF DIRECTORS URGES YOU TO MARK, DATE, SIGN AND RETURN THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON. THE PROXY MAY BE REVOKED AT ANY TIME BY NOTIFYING THE SECRETARY OF FNB
CORP. IN WRITING PRIOR TO THE VOTING OF THE PROXY.
<PAGE>
FNB CORP.
101 SUNSET AVENUE
ASHEBORO, NORTH CAROLINA 27203
PROXY STATEMENT
GENERAL INFORMATION
The following information is furnished in connection with the solicitation
of proxies by the Board of Directors of FNB Corp. (the "Corporation" or "FNB")
for use at the Annual Meeting of Shareholders to be held on May 11, 1999. The
principal executive offices of the Corporation are located at its wholly-owned
subsidiary, First National Bank and Trust Company (the "Bank"), 101 Sunset
Avenue, Asheboro, North Carolina 27203 (Telephone: 336-626-8300). This proxy
statement and the enclosed form of proxy were first sent to shareholders on or
about April 5, 1999.
A proxy may be revoked by the person giving it by delivering a written
notice to the Corporation prior to the meeting or by personally requesting that
it be returned. The shares represented by all properly executed proxies received
by the Corporation in time to be taken to the meeting will be voted; and, if a
choice is specified on the proxy, the shares represented thereby will be voted
in accordance with such specification. If a specification is not made, the proxy
will be voted for the proposals set forth in the Notice of Annual Meeting of
Shareholders.
Solicitation of proxies may be made in person or by mail or telephone by
directors, officers and regular employees of the Corporation or Bank without
additional compensation therefor. The Corporation may also request banking
institutions, brokerage firms, custodians, nominees and fiduciaries to forward
solicitation material to the beneficial owners of Corporation Common Stock held
of record by such person, and the Corporation will reimburse such forwarding
expenses. The Corporation will pay the costs of solicitation of proxies.
VOTING SECURITIES OUTSTANDING AND PRINCIPAL SHAREHOLDERS
Only holders of record of FNB Common Stock at the close of business on
March 25, 1999 (the "Record Date"), are entitled to a notice of and to vote on
matters to come before the Annual Meeting or any adjournment thereof. On the
Record Date, there were 3,657,776 shares of FNB Common Stock issued and
outstanding.
Each share is entitled to one vote on all matters. The presence, in person
or by proxy, of the holders of a majority of the outstanding shares of FNB
Common Stock entitled to vote is necessary to constitute a quorum.
The Corporation is not aware of any holders of more than 5% of the
outstanding shares of FNB Common Stock as of March 25, 1999.
EXECUTIVE OFFICERS
The current executive officers of the Corporation and of the Bank are as
follows:
<TABLE>
<CAPTION>
<S> <C> <C>
NAME AGE POSITION IN CORPORATION POSITION IN BANK
Michael C. Miller 48 Chairman and President Chairman and President
Jerry A. Little 55 Treasurer and Secretary Senior Vice President
and Secretary
</TABLE>
The above officers have held executive positions with the Corporation or
the Bank for at least the past five years. Officers are elected annually by the
Board of Directors.
ELECTION OF DIRECTORS
The bylaws of the Corporation provide that the number of directors shall
consist of not less than nine nor more than twenty-five, with the exact number
of directors within such maximum and minimum limits to be fixed and determined
from time to time by resolution adopted by a majority of the full Board of
Directors or by resolution of the shareholders at any
1
<PAGE>
annual or special meeting thereof. The Board of Directors has set the total
number of directors at 10, all of whom will be elected at the 1999 Annual
Meeting or were previously elected and will remain in office after that meeting.
The Board of Directors is divided into three classes: Class I, Class II and
Class III. In accordance with this classification, the members of Class I of the
Board of Directors are to be elected at this Annual Meeting. It is intended that
the persons named in the accompanying form of proxy will vote for the four
nominees listed below for directors of the Corporation in Class I, unless
authority so to vote is withheld. Each nominee is at present a member of the
Board of Directors. Class I directors will serve for three-year terms expiring
at the 2002 Annual Meeting or until their successors shall be elected and shall
qualify. Directors are elected by a plurality of the votes cast. Abstentions and
broker nonvotes will not affect the election results if a quorum is present.
The following information is furnished with respect to the nominees for
election as directors of the Corporation in Class I, and for the directors in
Classes II and III whose terms expire at the Annual Meetings occurring in 2000
and 2001, respectively. Each nominee for Class I director and each director
presently serving in Classes II and III also serves as a director of the Bank.
<TABLE>
<CAPTION>
<S> <C>
NOMINEES FOR CLASS I DIRECTORS TO SERVE FOR THREE-YEAR TERMS EXPIRING AT THE ANNUAL MEETING IN 2002
PRINCIPAL OCCUPATION DIRECTOR
NAME AGE DURING THE PAST FIVE YEARS SINCE
Darrell L. Frye 53 Vice President of Finance, Harriss &
Covington Hosiery 1999
J. M. Ramsay III 51 President, Elastic Therapy, Inc. 1989
Charles W. Stout, M.D. 66 Retired; Family Physician (in active practice 1989
until May 1996)
Earlene V. Ward 67 Secretary and Treasurer, Mid-State Motors, Inc. 1976
CLASS II DIRECTORS WITH CONTINUING TERMS EXPIRING AT THE ANNUAL MEETING IN 2000
PRINCIPAL OCCUPATION DIRECTOR
NAME AGE DURING THE PAST FIVE YEARS SINCE
W. L. Hancock 63 President and Treasurer, Hancock Farms, Inc. 1973
(purebred cattle)
R. Reynolds Neely, Jr. 45 Planning Director, City of Asheboro 1980
Planning Department
Richard K. Pugh 64 Chairman, Pugh Oil Company, Inc. 1988
CLASS III DIRECTORS WITH CONTINUING TERMS EXPIRING AT THE ANNUAL MEETING IN 2001
PRINCIPAL OCCUPATION DIRECTOR
NAME AGE DURING THE PAST FIVE YEARS SINCE
James M. Campbell, Jr. 60 President and Treasurer, Sew Special, Inc. 1984
Thomas A. Jordan 59 President, Michael Thomas Furniture Company 1984
Michael C. Miller 48 Chairman and President of FNB Corp. and 1992
First National Bank (Chairman effective
January 1999); Director, B. B. Walker
Company
</TABLE>
In the event that any nominee should not be available to serve for any
reason (which is not anticipated), it is intended that the persons acting under
the proxy will vote for the election, in his stead, of such other persons as the
Board of Directors of the Corporation may recommend.
2
<PAGE>
COMMITTEES OF THE BOARD
The Board of Directors holds regular monthly meetings to conduct the normal
business of the Corporation and meets on other occasions when required for
special circumstances. In addition, certain board members serve on standing
committees. Among these committees are the Audit and Compliance, Compensation
and Nominating Committees, whose members and principal functions are as follows:
AUDIT AND COMPLIANCE COMMITTEE. The Audit and Compliance Committee reviews
significant audit and accounting principles, policies and practices and meets
with the audit manager relative to internal audit functions and with the
Independent Auditors to review the performance of the audit manager and internal
controls and accounting procedures. The committee also reviews significant
regulatory compliance matters and meets with the compliance officer relative to
the compliance management function. Additionally, the committee reviews
regulatory reports filed with the Federal Reserve Board and Comptroller of the
Currency. Members of this committee are Directors Neely, Frye, and Hancock. The
Audit and Compliance Committee met six times during the 1998 fiscal year.
COMPENSATION COMMITTEE. The Compensation Committee deals in broad terms
with personnel matters and reviews the compensation of the senior officers of
the Corporation and Bank. Members of this committee are Directors Campbell,
Neely, Pugh and Ward. The Compensation Committee met twice during the 1998
fiscal year.
NOMINATING COMMITTEE. The Board of Directors, as a group, serves as the
Nominating Committee and in that capacity recommends nominees for election to
the Board. Qualified candidates recommended by shareholders will be considered
by the Board. In order for a candidate recommended by a shareholder to be
considered as a nominee at the next annual meeting, the name of such candidate,
together with a written description of the candidate's qualifications must be
received by the Secretary of FNB Corp., 101 Sunset Avenue, Asheboro, North
Carolina 27203, no later than December 14, 1999.
During the fiscal year ended December 31, 1998, the Board of Directors held
a total of 14 meetings. Each Director attended 75% or more of the total number
of meetings of the Board and of the committees of the Board on which he or she
served.
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ended December 31, 1998,
1997 and 1996, the cash and certain other compensation paid to or received or
deferred by persons who were at December 31, 1998 the chief executive officer of
the Corporation and the other officers of the Corporation whose total salary and
bonus exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
SECURITIES
UNDERLYING
NAME AND PRINCIPAL POSITION STOCK OPTIONS ALL OTHER
ON DECEMBER 31, 1998 YEAR SALARY BONUS (#) COMPENSATION
<S> <C> <C> <C> <C> <C>
Michael C. Miller, President of the 1998 $183,754 $ 33,046 7,500 $6,680(1)
Corporation and Bank 1997 175,008 42,281 10,000 6,430
1996 162,504 35,848 15,000 6,430
</TABLE>
(1) Amount shown consists of $1,680 paid by the Bank pursuant to a Split
Dollar Insurance Program for executives and $5,000 contributed by the
Corporation to a 401(k) plan.
3
<PAGE>
STOCK OPTIONS
The following table provides details regarding stock options granted to the
Named Executive Officers in the 1998 fiscal year. Information concerning stock
options to directors is set forth under the heading "Director Compensation". The
stock options were granted pursuant to the Corporation's Stock Compensation
Plan.
<TABLE>
<CAPTION>
OPTION GRANTS IN 1998
NUMBER OF % OF
SECURITIES TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS GRANTED TO OR BASE
GRANTED EMPLOYEES PRICE EXPIRATION
NAME (#) (1) IN 1998 ($/SH) DATE
---- ------- ------- ------ ----
<S> <C> <C> <C> <C> <C>
Michael C. Miller 7,500 13.0% $27.00 12/13/08
</TABLE>
(1) Incentive Stock Options exercisable one year after the grant date
(December 14, 1998), with 20% of the shares covered thereby becoming exercisable
at that time and an additional 20% of the option shares becoming exercisable on
each successive anniversary date. The price for shares that may be purchased
pursuant to the options is equal to the fair market value of the Corporation's
Common Stock on the date of grant.
The following table shows the number of shares covered by exercisable and
unexercisable options held by Named Executive Officers as of December 31, 1998.
No options were exercised by Named Executive Officers in 1998.
<TABLE>
<CAPTION>
OPTION VALUES AT DECEMBER 31, 1998
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1998 (#) DECEMBER 31, 1998 (1)
-------------------------------- ---------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
Michael C. Miller................... 26,000 31,500 $452,440 $356,860
</TABLE>
- -----------------
(1) The closing price of the Corporation's Common Stock on December 31,
1998 was $28.50.
PENSION PLAN
The Bank maintains a Pension Plan for its employees. The aggregate amount
set aside or accrued during the year ended December 31, 1998 for all benefits to
be paid under the Plan in the event of retirement with respect to all employees,
as a group, was $205,671. The contributions to the Plan are based on actuarial
assumptions covering all employees, as a group, and the contributions
attributable to officers as a group are not determinable. No outside director is
included in the Pension Plan. As of January 1, 1999, the individual named in the
Summary Compensation Table, Mr. Miller, had 13 credited years of service under
such plan. The approximate annual retirement benefits beginning at the normal
retirement age of 65 to plan participants with salaries in the classifications
indicated are listed in the table below. The benefit amounts listed in the
following table reflect a straight life annuity. The benefit amounts listed in
the table are subject to certain adjustments for participants who accrued
benefits under the Plan prior to January 1, 1989.
<TABLE>
<CAPTION>
APPROXIMATE ANNUAL BENEFIT UPON RETIREMENT
FOR YEARS OF SERVICE INDICATED (1)
ASSUMED AVERAGE ----------------------------------------------------------------------------
COMPENSATION FOR
FINAL TEN YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- --------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000 21,715 28,953 36,192 43,430 50,668 55,668
125,000 27,902 37,203 46,504 55,805 65,106 71,356
150,000 34,090 45,453 56,817 68,180 79,543 87,043
175,000 40,278 53,703 67,129 80,555 93,981 102,731
200,000 46,465 61,953 77,442 92,930 108,418 118,418
225,000 52,653 70,203 87,754 105,305 122,856 134,106
250,000 58,840 78,453 98,067 117,680 137,293 149,793
</TABLE>
- ----------
(1) Annual retirement benefits over $130,000 exceed the current maximum
plan benefits under the Internal Revenue Code.
4
<PAGE>
DIRECTOR COMPENSATION
Directors who are not also employees of the Corporation or Bank are paid
$400 for each Board meeting they attend and receive an additional $200 for each
committee meeting attended. In addition, each nonemployee director is paid a
monthly retainer of $400. Directors may elect to defer receipt of their fees and
monthly retainers until their retirement from the Board. Any deferred fees and
retainers become a general obligation of the Corporation to be credited with
interest at the Bank's deposit rate applied to individual retirement accounts
with a two-year term and priced on a monthly variable-rate basis, subject to a
minimum rate of 5.5% per annum.
On December 14, 1998, the Corporation granted to each nonemployee director
a nonqualified stock option to purchase 1,500 shares of Common Stock at the
price of $27.00 per share. The price for shares that may be purchased pursuant
to the options is equal to the fair market value of the Corporation's Common
Stock on date of grant. The stock options first become exercisable on December
14, 1999, with 20% of the shares covered thereby becoming exercisable at that
time and an additional 20% of the option shares becoming exercisable on each
successive anniversary date. The options expire on December 13, 2008.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the President and management employees are
reviewed by the Corporation's Compensation Committee (the "Committee"). Four
nonemployee directors currently serve as members of the Committee: James M.
Campbell, Jr., Chairman, R. Reynolds Neely, Jr., Richard K. Pugh and Earlene V.
Ward. In addition, compensation decisions regarding the President and other
senior management employees are generally reviewed and ratified by the full
Board of Directors.
COMPENSATION PHILOSOPHY
The Corporation's compensation policies are designed to attract and retain
competent management. The Board's goal is to provide competitive base salaries
to the Corporation's and the Bank's management employees and to give them, as
well as all other employees of the Corporation and the Bank, performance
incentives to motivate superior performance on behalf of the Corporation and its
shareholders. The Corporation has generally used two types of incentive
compensation: annual cash bonuses based on the overall performance of the Bank
and long-term compensation in the form of stock options. The Committee believes
that linking long-term compensation to the value of the Corporation's Common
Stock is especially effective because it aligns the interests of management with
those of the Corporation's shareholders.
EXECUTIVE OFFICER COMPENSATION
ANNUAL COMPENSATION. The Committee's recommendations for base salary for
the President and other management employees are based on information available
through industry sources regarding the compensation of executives of other
institutions similar in size and in other respects to the Bank. The Committee
considers annual cash bonuses as an integral part of the Corporation's financial
incentive package to achieve the Corporation's goals. Bonuses are paid to all
employees of the Bank based on the Bank's operating results for the year in a
number of specific areas, with each employee receiving the same percentage of
his or her base salary as every other employee. The goals for the year are
generally adopted by the Committee at the beginning of the year. Goals are
generally established for the growth in average loans and deposits, profit
margins, noninterest income, loan quality and productivity. Senior management
employees generally receive an additional bonus based on similar criteria in the
discretion of the Board, based on the Committee's recommendations. For 1998, the
President received total bonuses of $33,046. The Committee and the Board
considered these bonuses appropriate in view of their overall assessment of the
performance of the President and the Corporation.
LONG-TERM COMPENSATION. The Corporation's long-term incentive compensation
awards are designed to encourage the retention of key executives and to align
their interests with the interests of shareholders. Long-term compensation for
the President and other management employees consists principally of stock
options. The Corporation currently has a Stock Compensation Plan (the "Plan"),
which provides for the grant of incentive and nonqualified options, stock
bonuses and restricted stock. The Corporation believes that stock options
granted under the Plan are performance-based and, therefore, deductible by the
Corporation under Section 162(m) of the Internal Revenue Code. The Plan provides
for other types of compensation, such as stock bonuses and restricted stock,
which will be performance-based only if performance goals are established by the
Committee in compliance with Section 162(m); no substantial stock bonuses of
restricted stock have ever been granted by the Committee. The Committee
administers the Plan and determines, in its discretion, what stock grants
5
<PAGE>
will be made. Stock options have been granted to the President and to other
management employees on an annual basis since 1994. For further information
regarding the options granted to the President in 1997, see "Executive
Compensation - Stock Options" above. The Committee believes that all grants to
the President under the Plan are performance-based for purposes of Section
162(m).
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
James M. Campbell, Jr., Chairman
R. Reynolds Neely, Jr.
Richard K. Pugh
Earlene V. Ward
COMPENSATION COMMITTEE INTERLOCKS AND INSIDERS PARTICIPATION
None of the members of the Compensation Committee has ever been an officer
or employee of the Corporation or any of its subsidiaries or performs services
for the Corporation or its subsidiaries other than as a director.
PERFORMANCE GRAPH
The following graph and table compare the cumulative total shareholder
return of FNB Common Stock for the five-year period ended December 31, 1998 with
the SNL Southeast Bank Index and the Standard and Poor's 500 Stock Index,
assuming an investment of $100 at the beginning of the period and the
reinvestment of dividends.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
As of December 31,
------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
FNB Corp. $100.00 $121.08 $188.67 $244.33 $333.24 $483.15
SNL Southeast Bank Index 100.00 100.22 150.31 206.33 312.79 332.99
S&P 500 Index 100.00 101.32 139.39 171.26 228.42 293.69
</TABLE>
6
<PAGE>
INDEBTEDNESS OF OFFICERS AND DIRECTORS
Certain of the directors and officers of the Corporation and Bank and
companies with which they are affiliated were customers of and borrowers from
the Bank in the ordinary course of business in 1998. Similar banking
transactions are expected to take place in the future. In the opinion of
management, all outstanding loans and commitments included in such transactions
were made substantially on the same terms, including rate and collateral, as
those prevailing at the time in comparable transactions with other customers and
did not involve more than normal risk of collectibility or contain other
unfavorable features.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of March 25, 1999, certain information
with respect to the beneficial ownership of FNB Common Stock by directors and by
directors and executive officers as a group.
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT
NAME AND ADDRESS MARCH 25, 1999 (1) (2) OF CLASS
---------------- ----------------------- --------
James M. Campbell, Jr.................. 49,423 1.35
Randleman, NC
Darrell L. Frye........................ 1,000 0.03
Archdale, NC
W. L. Hancock.......................... 106,328 2.90
Franklinville, NC
Thomas A. Jordan....................... 30,632 0.84
Liberty, NC
Michael C. Miller...................... 34,924 0.95
Asheboro, NC
R. Reynolds Neely, Jr.................. 162,552(3) 4.44
Asheboro, NC
Richard K. Pugh........................ 7,800 0.22
Asheboro, NC
J. M. Ramsay III....................... 26,830 0.73
Asheboro, NC
Charles W. Stout, M.D.................. 27,540 0.75
Asheboro, NC
Earlene V. Ward........................ 27,212 0.74
Asheboro, NC
Directors and executive officers....... 483,919(3) 13.00
as a group (11 persons)
- ----------
(1) Includes shares held by directors' and executive officers' immediate
families, including spouse and/or children residing in same household. Does not
include 4,620 shares owned by the Ferree Educational and Welfare Fund, of which
Mr. Miller is a trustee and treasurer and Mr. Frye is a trustee.
(2) Includes shares subject to stock options exercisable as of March 26,
1999 or within 60 days thereafter for Mr. Campbell (4,800 shares), Mr. Hancock
(4,200 shares), Mr. Jordan (4,800 shares), Mr. Miller (26,000 shares), Mr. Neely
(4,800 shares), Mr. Pugh (4,800 shares), Mr. Ramsay (4,800 shares) and all
directors and executive officers as a group (65,000 shares).
(3) Includes 94,116 shares held of record by Mr. Neely's mother and over
which Mr. Neely and his sister have joint voting and dispository control
pursuant to a revocable power of attorney.
7
<PAGE>
Under the securities laws of the United States, the Corporation's
directors, its executive officers, and any persons holding more than 10 percent
of the Corporation's stock are required to report their ownership of the
Corporation's stock and any changes in that ownership to the Securities and
Exchange Commission. Specific due dates for these reports have been established
and the Corporation is required to report in this proxy statement any failure to
file by these dates during 1998. All of these filing requirements were satisfied
by its directors, executive officers and 10 percent holders. In making these
statements, the Corporation has relied on the written representations of its
directors, executive officers and 10 percent holders and copies of the reports
that they have filed with the Commission.
INDEPENDENT AUDITORS
The firm of KPMG LLP, independent certified public accountants, has been
selected by the Board of Directors as independent auditors for the 1999 fiscal
year. This selection is being presented to the shareholders for ratification at
the Annual Meeting.
A representative of KPMG LLP is expected to be present at the Annual
Meeting of Shareholders and will be given an opportunity to make a statement if
he desires to do so. Such representative will be available to respond to
questions relating to the 1998 audit of the Corporation's financial statements.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders must be received by the Secretary of FNB Corp., 101
Sunset Avenue, Asheboro, North Carolina 27203, no later than December 14, 1999
for inclusion in the Corporation's proxy statement and form of proxy relating
to such meeting.
OTHER MATTERS
There is no business other than as set forth, so far as now known, to be
presented for action by the shareholders at the meeting. It is intended that the
proxies will be exercised by the persons named therein upon matters that may
properly come before the meeting or any adjournment thereof, in accordance with
the recommendations of management.
By Order of the Board of Directors:
Michael C. Miller
Chairman and President
Date: April 5, 1999
8
<PAGE>
********************************************************************************
APPENDIX
FNB CORP.
101 SUNSET AVENUE
ASHEBORO, NORTH CAROLINA 27203
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- MAY 11, 1999
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints W. L. Hancock and R. Reynolds Neely, Jr.,
or either of them, proxies with full power of substitution to vote all shares
of FNB Corp. standing in the name of the undersigned at the above Annual
Meeting of Shareholders, and all adjournments thereof:
1. ELECTION OF CLASS I DIRECTORS TO SERVE FOR THREE-YEAR TERMS EXPIRING AT THE
ANNUAL MEETING IN 2002: Darrell L. Frye, J.M. Ramsay III, Charles W.
Stout, M.D., Earlene V. Ward
<TABLE>
<S> <C>
[ ] WITH AUTHORITY to vote for all [ ] WITHOUT AUTHORITY to vote for
nominees listed above, except as all nominees listed above.
designated below.
</TABLE>
---------------------------------------------------------------------------
To withhold authority to vote for any individual nominee, write the
nominee's name in the space above.
2. PROPOSAL TO RATIFY SELECTION OF KPMG LLP as independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. With discretionary authority upon such other matters as may come before the
meeting.
(CONTINUED ON OTHER SIDE)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AUTHORIZATION TO VOTE FOR THE
NOMINEES AND THE RATIFICATION OF THE SELECTION OF AUDITORS. THE PROXY WILL BE
VOTED ACCORDINGLY UNLESS OTHERWISE SPECIFIED.
DATED: __________________, 1999
--------------------------------------
Signature of Shareholder
--------------------------------------
Signature of Shareholder
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title. If more than
one trustee, all should sign. All
joint owners must sign.
