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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 19, 1999
FCNB Corp
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(Exact name of registrant as specified in its charter)
MARYLAND 52-1479635
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7200 FCNB Court, Frederick, Maryland 21703
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (301)662-2191
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Item 5. Other Items.
On August 19, 1999, FCNB Corp (the Company) consummated its previously announced
merger of First Frederick Financial Corp (First), the holding company for First
Bank of Frederick, with and into FCNB, and the merger of First Bank of Frederick
with and into FCNBs wholly owned subsidiary, FCNB Bank, all headquartered in
Frederick, Maryland. FCNB and First executed a definitive agreement on March 12,
1999.
As a result of the Merger, each share of the $1.00 par value outstanding common
stock of First was converted into 1.0434 shares of the Companys $1.00 par value
common stock resulting in the issuance of approximately 1,543,473 shares of FCNB
common stock, subject to adjustment to account for the elimination of fractional
shares.
The consummation of the acquisition of First, which has approximately $110
million of total assets, gives FCNB approximately $1.45 billion in total assets,
total deposits of approximately $972 million, and total shareholders equity of
approximately $91 million.
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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/ Patrick Linton, President
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Dated: August 25, 1999
