FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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<S> <C>
FCNB Corp FCNB Capital Trust
(Exact name of registrant as specified in its (Exact name of registrant as specified in its
charter) charter)
Maryland Delaware
(State of incorporation or organization) (State of incorporation or organization)
52-1479635 Applied For
(IRS Employer Identification Number) (IRS Employer Identification Number)
7200 FCNB Court 7200 FCNB Court
Frederick, Maryland 21703 Frederick, Maryland 21703
(Address of principal executive offices) (Address of principal executive offices)
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act.
None
Securities to be registered pursuant to Section 12(g) of the Act.
_____% Cumulative Trust Preferred Securities of FCNB Capital Trust
and Guarantee thereof by FCNB Corp
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a full description of the % Cumulative Trust Preferred Securities
(the "Preferred Securities") issued by FCNB Capital Trust, a Delaware statutory
business trust (the "Trust") and the guarantee with respect to the Preferred
Securities by FCNB Corp, a Maryland corporation (the "Company"), both of which
are being registered hereby, reference is made to the information contained
under the captions "Description of the Preferred Securities," "Description of
the Subordinated Debentures," and "Description of the Guarantee" in the
Prospectus that forms part of the Registration Statement (Registration Nos.
333-52359 and 333-52359-01) (the "Registration Statement") filed by the Company
and the Trust with the Securities and Exchange Commission ("SEC") on May 11,
1998 under the Securities Act of 1933, as amended (the "Act"). The information
contained in the Registration Statement and the Prospectus, as such may be
hereafter amended, is hereby incorporated herein by reference. Definitive copies
of the Prospectus describing the Preferred Securities will be filed pursuant to
Rule 430A or pursuant to an amendment to the Registration Statement under the
Act and shall be deemed to be incorporated by reference into this Registration
Statement on Form 8-A.
ITEM 2. EXHIBITS.
Exhibit Number Description
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2.1 Certificate of Trust of FCNB Capital Trust. Incorporated by reference
to Exhibit 4.3 to the Registration Statement.
2.2(a) Trust Agreement of FCNB Capital Trust. Incorporated by reference to
Exhibit 4.4 to the Registration Statement.
2.2(b) Form of Amended and Restated Trust Agreement of FCNB Capital Trust.
Incorporated by reference to Exhibit 4.5 to the Registration
Statement.
2.3 Form of Preferred Security Certificate of FCNB Capital Trust.
Incorporated by reference to Exhibit 4.6 to the Registration Statement
(included as an exhibit to Exhibit 4.5 of the Registration Statement).
2.4 Form of Preferred Securities Guarantee Agreement for FCNB Capital
Trust. Incorporated by reference to Exhibit 4.7 of the Registration
Statement.
2.5 Form of Indenture between FCNB Corp and State Street Bank and Trust
Company, as Trustee. Incorporated by reference to Exhibit 4.1 to the
Registration Statement.
2.7 Form of Subordinated Debenture. Incorporated by reference to Exhibit
4.2 to the Registration Statement (included as an exhibit to Exhibit
4.1 to the Registration Statement).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrants have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunto duly authorized.
Dated: May 12, 1998
FCNB CORP
By: /s/ A. Patrick Linton
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A. Patrick Linton, President
FCNB CAPITAL TRUST
By: FCNB Corp
By: /s/ A. Patrick Linton
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A. Patrick Linton, President
