SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) April 10, 2000
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FNB Corp.
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-13823 56-1456589
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
101 Sunset Avenue, Asheboro, North Carolina 27203
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (336) 626-8300
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. Acquisition or Disposition of Assets
On April 10, 2000, FNB Corp. ("FNB") completed its acquisition of
Carolina Fincorp, Inc. ("Carolina"). Under the terms of the definitive merger
agreement, which was filed with the Securities and Exchange Commission on
December 29, 1999 as an appendix to the Joint Proxy Statement/Prospectus forming
part of FNB's Registration Statement No. 333-93869 on Form S-4 (the
"Registration Statement") and is hereby incorporated herein by reference,
Carolina shareholders will receive 0.79 shares of FNB common stock for each
share of Carolina common stock. In the aggregate, approximately 1.5 million
shares of FNB common stock will be issued to Carolina shareholders. The merger
was accounted for as a pooling of interests.
A copy of the press release (the "Press Release") relating to the
completion of the merger is being filed as Exhibit 99.1 to this report and is
incorporated herein by reference. The Press Release contains forward-looking
statements, including estimates of future operating results and other
forward-looking financial information. These estimates constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. As such, the estimates involve significant risks
and uncertainties that could cause actual results to differ from those
estimates. A discussion of the various factors, including factors beyond FNB's
control, that could cause FNB's results to differ materially from those
expressed in such forward-looking statements is included in FNB's filings with
the Securities and Exchange Commission, including within the Registration
Statement.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
The financial statements for Carolina and the pro forma financial
information required by this Item 7 have been previously reported in the
Registration Statement in accordance with General Instruction B.3 of Form 8-K.
The exhibits listed in the Exhibit Index are filed herewith as part of
this Current Report on Form 8-K.
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, thereunto duly authorized.
FNB CORP.
Date: April 14, 2000 By /s/ Jerry A. Little
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Jerry A. Little
Secretary and Treasurer
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INDEX TO EXHIBITS
The following exhibits are filed as part of this report:
Exhibit No. Description
2 Amended and Restated Agreement and Plan of Merger dated
as of December 28, 1999 by and between FNB Corp. and
Carolina Fincorp, Inc. (incorporated by reference to the
registrant's Registration Statement No. 333-93869 on Form
S-4 filed with the Securities and Exchange Commission on
December 29, 1999).
99.1 Text of Press Release dated April 10, 2000 issued by
FNB Corp.
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[GRAPHIC]
FNB CORP.
FOR IMMEDIATE RELEASE
April 10, 2000
FNB Corp. and Carolina Fincorp, Inc. Complete Merger
Asheboro, N.C. -- FNB Corp. (Nasdaq: FNBN), announced today that the merger
of FNB Corp. and Carolina Fincorp, Inc. has been successfully completed.
The merger was originally announced on October 18, 2000. The shareholders of
both institutions approved the merger by separate votes held on March 21, 2000.
Regulatory approvals were received from the Board of Governors of the Federal
Reserve System on February 23, 2000 and from the Administrator of the North
Carolina Savings Institutions Division on March 28, 2000.
The merger expands FNB's market coverage in central North Carolina to Richmond,
Moore and Scotland counties through the five offices of Richmond Savings Bank,
Inc., SSB, the wholly owned subsidiary of Carolina Fincorp. The integration of
Richmond Savings Bank and First National Bank will take place over the next 90
days. All offices of Richmond Savings will remain in operation. FNB Corp. is the
holding company for First National Bank and Trust Company, which operates twelve
offices in Chatham, Montgomery and Randolph counties in central North Carolina.
With the merger, FNB has assets in excess of $500 million.
"These two companies make a really good fit," said Michael C. Miller, Chairman
and President of FNB. "Carolina Fincorp and Richmond Savings have great
community involvement and strong local following. First National plans to
continue to build on these strong attributes. As a single company, we will hold
the number one deposit market share in the markets where we have offices. Our
customer base has grown as has our shareholder base. We are really
well-positioned for future growth as our six county market sits at the heart of
the planned expansion of the Interstate 73 and 74 corridors."
"We are extremely pleased to be joining forces with FNB Corp. and First
National" said R. Larry Campbell, Carolina Fincorp's Chief Executive Officer,
who will remain and become a director of FNB Corp. "We share a common heritage
of serving our communities for nearly a century. This merger creates growth
opportunities in commercial banking and noninterest income areas such as
trust services. This merger promotes the best interests of Carolina Fincorp's
customers, employees, communities and shareholders."
Under the terms of the merger, shareholders of Carolina Fincorp are receiving
.79 of a share of common stock of FNB Corp. for each share of common stock of
Carolina Fincorp. Approximately 1,478,000 shares of FNB Corp. in the aggregate
are being issued in the merger, which will be accounted for as a pooling of
interests. Merger-related expenses for this transaction will be recorded in the
second quarter of 2000.
This news release contains forward-looking statements. Such statements are
subject to certain factors which may cause the company's results to vary from
those expected, including the risks set forth from time to time in the company's
filings with the Securities and Exchange Commission. Readers are cautioned not
to place undue reliance on these forward-looking statements, which reflect
management's judgment only as of the date hereof. The company undertakes no
obligation to publicly revise these forward-looking statements to reflect events
and circumstances that arise after the date hereof.
For additional information, contact:
FNB Corp.
Michael C. Miller
or
Jerry A. Little
(336) 626-8300
