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): June 9, 1998
FCNB Corp
(Exact name of registrant as specified in its charter)
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Maryland 0- 52-1479635
(State or other jurisdiction (Commission file number) (IRS Employer Identification Number)
of incorporation)
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7200 FCNB Court, Frederick, Maryland 21703
(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.
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On June 9, 1998 FCNB Corp, Frederick, Maryland ("FCNB"), announced
that it had delayed the pricing and sale of 1,400,000 Trust Preferred Securities
(the "Preferred Securities") proposed to be issued by FCNB Capital Trust, a
Delaware business trust organized by FCNB for the purpose of issuing the
Preferred Securities. The pricing and sale were delayed in order to accommodate
pending negotiations for the acquisition by FCNB of another financial
institution in a stock for stock transaction. The proposed transaction is
subject to the negotiation and execution of a definitive agreement.
The institution proposed to be acquired has total assets of less than
20% of FCNB's total assets as of March 31, 1998. It is anticipated that the
transaction would be accounted for as a pooling of interests. The terms of the
agreement remain subject to negotiation and the currently proposed terms may
differ from the terms ultimately agreed upon. However, based upon the currently
proposed terms, FCNB anticipates that the transaction would not have an adverse
effect on the earnings or cash flows of FCNB, and would not adversely impact the
ability of FCNB to service its debt obligations, including those which would
arise in connection with the Preferred Securities offering.
There can be no assurance that FCNB will be able to negotiate a
definitive agreement for the proposed transaction, or if the transaction is
consummated, that it will ultimately increase the earnings, earnings per share,
cash flows, book value or share price of FCNB.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not Applicable.
(c) Exhibits. None.
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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: June 9, 1998
