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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number 0-15645
FCNB Corp
(Exact name of registrant as specified in its charter)
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MARYLAND 52-1479635
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
7200 FCNB Court, Frederick, Maryland 21703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 662-2191
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.00 per share
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or such shorter period of time that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES /x/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of Common Stock (based on $30.00 per share) held
by nonaffiliates on February 20, 1998 was approximately $159,027,240. As of
March 2, 1998, there were 5,915,442 shares of Common Stock, par value $1.00
per share, of FCNB Corp issued and outstanding.
Documents Incorporated by Reference
Portions of the 1997 Annual Report to Shareholders for the year ended
December 31, 1997 - PARTS I, II, & IV
1
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FCNB CORP
(Registrant)
Date: March 10, 1998 By: /s/ A. Patrick Linton
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A. Patrick Linton
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons in the capacities and on the
dates indicated:
PRINCIPAL EXECUTIVE OFFICER:
Date: March 10, 1998 /s/ A. Patrick Linton
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A. Patrick Linton
President,
Chief Executive Officer and Director
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
Date: March 10, 1998 /s/ Mark A. Severson
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Mark A. Severson
Senior Vice President and Treasurer
Date: March 10, 1998 /s/ George B. Callan, Jr.
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George B. Callan, Jr., Director
Date: March 10, 1998 /s/ Shirley D. Collier
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Shirley D. Collier, Director
Date: March 10, 1998 /s/ Miles M. Circo
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Miles M. Circo, Director
Date: March 10, 1998 /s/ Clyde C. Crum
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Clyde C. Crum, Director
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SIGNATURES (CONTINUED)
Date: March 10, 1998 /s/ James S. Grimes
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James S. Grimes, Director
Date: March 10, 1998 /s/ Bernard L. Grove, Jr.
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Bernard L. Grove, Jr., Director
Date: March 10, 1998 /s/ Gail T. Guyton
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Gail T. Guyton, Director
Date: March 10, 1998 /s/ Frank L. Hewitt, III
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Frank L. Hewitt, III, Director
Date: March 10, 1998 /s/ Ramona C. Remsberg
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Ramona C. Remsberg, Director
Date: March 10, 1998 /s/ Jacob R. Ramsburg, Jr.
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Jacob R. Ramsburg, Jr., Director
Date: March 10, 1998 Kenneth W. Rice
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Kenneth W. Rice, Director
Date: March 10, 1998 Rand D. Weinberg
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Rand D. Weinberg, Director
Date: March 10, 1998 DeWalt J. Willard, Jr.
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DeWalt J. Willard, Jr., Director
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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(a) Documents filed as part of the Report:
1. The following consolidated financial statements included
in the 1997 Annual Report to Shareholders are incorporated
herein by reference under Item 8 of this Report:
Page Number
in Annual Report
Consolidated Balance Sheets 25
Consolidated Statements of Income 26
Consolidated Statements of Changes in
Shareholders' Equity 27
Consolidated Statements of Cash Flows 28
Notes to Consolidated Financial Statements 30-45
Report of Independent Auditors 45
2. All schedules for which provision is made in the accounting
regulations of the Securities and Exchange Commission are
not applicable or are not required under the related
instruction and therefore have been omitted.
3. Exhibits required by Item 601 of Regulation S-K:
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Exhibit No. Item
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3.1 A copy of the Articles of Restatement of the Articles
of Incorporation of FCNB Corp is hereby incorporated
by reference to Exhibit 3-A of the Annual Report on
Form 10-K for 1994 of the Registrant.
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Exhibit No. Item
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3.2 A copy of the amended By-Laws of FCNB Corp is hereby
incorporated by reference to Exhibit 3-B of the Annual
Report on Form 10-K for 1993 of the Registrant.
10.1 A copy of the Executive Compensation Plan for Directors
of FCNB Bank is hereby incorporated by reference to Exhibit 10-D
to the Registration Statement on Form S-4 (File No. 33-09406) of the
Registrant.
10.2 A copy of the Executive Compensation Plan for Management
Personnel of FCNB Bank is hereby incorporated by reference
to Exhibit 10-E to the Registration Statement on Form S-4
(File No. 33-09406) of the Registrant.
10.3 A copy of the Supplemental Executive Retirement Plan of FCNB
Bank, filed with original 10-K filing on March 26, 1998.
10.4 A copy of the Severance Agreement between FCNB Corp, FCNB
Bank and A. Patrick Linton, filed with original 10-K filing
on March 26, 1998.
10.5 A copy of the Severance Agreement between FCNB Corp, FCNB Bank
and Martin S. Lapera, filed with original 10-K filing on
March 26, 1998.
10.6 A copy of the Severance Agreement between FCNB Corp, FCNB Bank
and Mark A. Severson, filed with original 10-K filing on
March 26, 1998.
10.7 A copy of the Employee Incentive Bonus Plan of FCNB Bank is
hereby incorporated by reference to Exhibit 10-F of the Annual
Report on Form 10-K for 1991 of the Registrant.
10.8 A copy of the Compensation Agreement with Clyde C. Crum, filed
with original 10-K filing on March 26, 1998.
11 Statement Regarding Computation of Basic and Diluted Per Share
Earnings, filed with original 10-K filing on March 26, 1998.
12 Statement Regarding Computation of Ratios, filed with original
10-K filing on March 26, 1998.
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Exhibit No. Item
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13 The Company's 1997 Annual Report to Shareholders, filed with
original 10-K filing on March 26, 1998.
21 A list of the subsidiaries of FCNB Corp is hereby incorporated
by reference to the 1997 Annual Report to Shareholders at page 47.
23 Consent of Independent Auditor
27 Financial Data Schedule
99.1 A copy of the Dividend Reinvestment and Stock Purchase Plan
of FCNB Corp is hereby incorporated by reference to Registration
Statement on Form S-3 (File No. 33-55040) of Registrant.
99.2 A copy of the FCNB Corp 1992 Employee Stock Option Plan, as amended,
filed with original 10-K filing on March 26, 1998.
99.3 A copy of the FCNB Corp 1997 Stock Option Plan for Directors, filed
with original 10-K filing on March 26, 1998.
99.4 Independent Auditor's Report, filed herewith.
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(b) There were no Reports on Form 8-K filed during the quarter ended
December 31, 1997.
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Exhibit 99.4
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders
FCNB Corp
Frederick, Maryland
We have audited the accompanying consolidated balance sheets of FCNB Corp
and its subsidiary as of December 31, 1997 and 1996, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the years in the three year period ended December 31, 1997.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express and opinion on these
consolidated financial statements based on our audits. With respect to
information as of and for the year ended December 31, 1995, we did not audit
the consolidated financial statements of Laurel Bancorp, Inc. and
subsidiaries, which statements reflect total revenues constituting 17.1% in
1995 of the related consolidated totals. Those statements were audited by
other auditors whose report has been furnished to us, and our opinion,
insofar as it relates to the amounts included for Laurel Bancorp, Inc. and
subsidiaries, is based solely upon the report of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
other auditors provide a reasonable basis for our opinion.
In our opinion, based upon our audits and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of FCNB Corp and its subsidiary as
of December 31, 1997 and 1996, and the results of their operations and their
cash flows for each of the years in the three year period ended December 31,
1997, in conformity with generally accepted accounting principles.
Keller Bruner & Company, L.L.C.
Frederick, Maryland
January 23, 1998
