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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 1996
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FCNB Corp
(Exact name of registrant as specified in its charter)
Maryland 0-15645 52-1479635
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
7200 FCNB Court, Frederick, MD 21703
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (301) 662-2191
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Item 5. Other Events.
On March 28, 1996, FCNB Corp announced that its Board of Directors had
authorized a stock repurchase program. Pursuant to the stock repurchase program,
FCNB may repurchase up to 80,000 shares of FCNB common stock, $1.00 par value,
in open market transactions over the next two years and up to an aggregate of
200,000 shares of common stock over the next five years, with an aggregate
maximum expenditure of approximately $4,000,000. Repurchases will be made in
open market transactions, from time to time, in the discretion of management,
based upon market, business, legal, regulatory, accounting and other factors,
commencing on or after April 1, 1996. There is no minimum number of shares which
the Company is obligated to repurchase.
Item 7. Financial Statements and Exhibits
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(a) Not Applicable.
(b) Not Applicable.
(c) Exhibit 99.1 - Press Release dated March 28, 1996
Exhibit 99.2 - Press Release dated March 29, 1996
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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.
FCNB CORP
By: /s/ A. Patrick Linton
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A. Patrick Linton, President
Dated: March 29, 1996
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Exhibit 99.1
NEWS RELEASE
For Immediate Release Contact: A. Patrick Linton
March 28, 1996 (301) 662-2191
FCNB Corp (the "Company") announced today that its Board of Directors
had authorized a stock repurchase program pursuant to which the Company may
repurchase up to a maximum of $4,000,000 worth of FCNB common stock in open
market transactions over the next five years. In announcing the repurchase
program, A. Patrick Linton, President and CEO, noted that "FCNB believes that
FCNB Common Stock represents a favorable investment opportunity for the Company,
and that it believes that the program would provide benefits to the Company and
its shareholders. Mr. Linton also noted that there was no minimum number of
shares which FCNB was obligated to repurchase, and that repurchases would be
made in the discretion of management based upon market, business, legal,
regulatory and other factors, commencing on or after April 1, 1996.
FCNB has 5,390,779 shares of Common Stock outstanding. FCNB Common
Stock, which trades on the Nasdaq National Market under the symbol "FCNB,"
closed yesterday at 18 7/8 per share.
FCNB is headquartered in Frederick, Maryland. The multi-bank holding
company offers full service banking through FCNB Bank, with offices in
Frederick, Carroll and Montgomery counties, and through Elkridge Bank, with
offices in Howard, Anne Arundel and Prince George's counties. FCNB Corp's bank
subsidiaries are members FDIC and Equal Housing Lenders.
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Exhibit 99.2
NEWS RELEASE
For Immediate Release Contact: A. Patrick Linton
March 29, 1996 (301) 662-2191
FCNB Corp (the "Company") issued today an announcement clarifying the
terms of its previously announced stock repurchase program. Pursuant to the
stock repurchase program the Company may repurchase up to 80,000 shares of FCNB
Common Stock in open market transactions over the next two years, and an
aggregate of 200,000 shares over the next five years, with an aggregate maximum
expenditure of approximately $4,000,000. The Company reiterated that there was
no minimum number of shares which FCNB was obligated to repurchase, and that
repurchases would be made in the discretion of management based upon market,
business, legal, regulatory, accounting and other factors, commencing on or
after April 1, 1996.
FCNB has 5,390,779 shares of Common Stock outstanding. FCNB Common
Stock, which trades on the Nasdaq National Market under the symbol "FCNB,"
closed yesterday at 18 per share.
FCNB is headquartered in Frederick, Maryland. The multi-bank holding
company offers full service banking through FCNB Bank, with offices in
Frederick, Carroll and Montgomery counties, and through Elkridge Bank, with
offices in Howard, Anne Arundel and Prince George's counties. FCNB Corp's bank
subsidiaries are members FDIC and Equal Housing Lenders.
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