<PAGE>
_______________________________________________________________________________
SCHEDULE 14A INFORMATION
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14-11(c) or Section 240.14a-12
First Bancorp
___________________________________________________________
(Name of Registrant As Specified In Its Charter)
First Bancorp
___________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box)
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14c-6(i)(1) or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_____________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
* Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_____________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________
3) Filing Party:
_____________________________________________
4) Date Filed:
_____________________________________________
_______________________________________________________________________________
<PAGE>
First Bancorp
341 North Main Street
Troy, North Carolina 27371-0508
Telephone (910) 576-6171
_______________________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, APRIL 25, 1996
_______________________________________________________________________________
To Our Shareholders:
The annual meeting of shareholders of First Bancorp (the "Company") will
be held at the main office of First Bank, 341 North Main Street, Troy,
North Carolina on Thursday, April 25, 1996 at 3:00 o'clock P.M. local time,
for the purpose of considering and acting on the following matters:
1. A proposal to elect thirteen (13) nominees to the Board of Directors
to serve until the 1997 Annual Meeting of Shareholders, or until their
successors are elected and qualified.
2. A proposal to ratify the appointment of KPMG Peat Marwick LLP
as the independent auditors of the Company for the current fiscal year.
3. Such other business as may properly come before the meeting, or any
adjournment or adjournments thereof.
Only shareholders of record as of the close of business on March 13, 1996
are entitled to notice of and to vote at the annual meeting and any
adjournments thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOUR PROXY WILL BE
RETURNED TO YOU UPON REQUEST.
The proxy statement accompanying this notice sets forth further
information concerning the proposals to be considered at the annual meeting.
You are urged to study this information carefully.
The Annual Report of the Company is also enclosed.
By Order of the Board of Directors,
Anna G. Hollers
Secretary
<PAGE>
First Bancorp
341 North Main Street
Troy, North Carolina 27371-0508
Telephone (910) 576-6171
_______________________________________________________________________________
PROXY STATEMENT
_______________________________________________________________________________
INTRODUCTION
This proxy statement is furnished to the shareholders of First Bancorp
(hereinafter sometimes referred to as the "Company") by the board of
directors in connection with the solicitation of proxies for use at the
annual meeting of shareholders of the Company to be held on Thursday,
April 25, 1996 at the main office of First Bank, 341 North Main Street, Troy,
North Carolina, and at any adjournment or adjournments thereof. Action will
be taken at the annual meeting on the items described in this proxy statement
and on any other business that properly comes before the meeting.
This proxy statement and accompanying form of proxy are being mailed to
shareholders on or about April 1, 1996.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY TO ENSURE
THAT YOUR SHARES ARE VOTED AT THE MEETING.
Any shareholder giving a proxy may revoke it at any time before a vote
is taken (i) by duly executing a proxy bearing a later date; (ii) by
executing a notice of revocation in a written instrument filed with the
secretary of the Company; or (iii) by appearing at the meeting and notifying
the secretary of the intention to vote in person. Unless a contrary choice
is specified, all shares represented by valid proxies received pursuant to
this solicitation, and not revoked before they are exercised, will be voted
as set forth in this proxy statement. In addition, the proxy confers
discretionary authority upon the persons named therein, or their substitutes,
with respect to any other business that may properly come before the meeting.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of the Company's common stock entitled to vote is
necessary to constitute a quorum at the annual meeting. If a quorum is not
present or represented at the annual meeting, the shareholders present and
entitled to vote have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is
present or represented. At any such adjourned meeting at which a quorum is
present or represented, any business may be transacted that might have been
transacted at the meeting as originally notified. A shareholder abstaining
from the vote on a particular proposal will be counted as present for
purposes of determining if a quorum is present, but will be counted as not
having voted on the proposal in question.
<PAGE>
The Company will bear the entire cost of preparing this proxy statement
and of soliciting proxies. Proxies may be solicited by employees of the
Company, either personally, by special letter, or by telephone. The Company
also will request brokers and others to send solicitation material to
beneficial owners of stock and will reimburse them for this purpose.
VOTING SECURITIES
Only shareholders of record as of the close of business on March 13,
1996 will be entitled to vote at the annual meeting or any adjournment or
adjournments thereof. The number of outstanding shares entitled to vote at
the shareholders meeting is 1,507,085.
Shareholders are entitled to one vote for each share of the Company's
common stock. With respect to the election of directors, shareholders have
the right under North Carolina law to call for cumulative voting. Cumulative
voting will be in effect only if a shareholder or proxyholder announces at the
annual meeting before the election of directors that he intends to vote
cumulatively. When cumulative voting is in effect, every shareholder may vote
his shares for as many persons as there are directors to be elected or he may
cumulate such votes by giving one candidate a number of votes equal to the
number of directors to be elected, multiplied by the number of his shares, or
distribute his total votes on the same principle among the candidates as he
chooses.
The following table sets forth the number and percentage of outstanding
shares of the Company's common stock beneficially owned by (i) each person
known by the Company to own more than 5% of the outstanding common stock and
(ii) all officers and directors of the Company as a group, as of January 31,
1996.
<TABLE>
<CAPTION>
TABLE OF PRINCIPAL HOLDERS OF COMMON STOCK
Common Stock
Beneficially Owned (1)
____________________
Name and Address Percent
Title of Class of Beneficial Owner Shares of Class
____________________ ___________________ ___________ _______
<S> <C> <C> <C> <C>
Common stock, $5 par George R. Perkins, Jr. 121,883 8.09%
P.O. Box 525
Sanford, NC 27331
Common stock, $5 par John C. Willis 125,735 (2) 8.34%
626 E. Main Street
Troy, NC 27371
Common stock, $5 par All nominees, directors 476,597 31.62%
and executive officers
as a group (18 persons)
</TABLE>
___________________
[FN]
Notes:
(1) Unless otherwise indicated, each individual has sole voting and
investment power with respect to all shares beneficially owned by such
individual. Also included are shares subject to options (exercisable as
of January 31, 1996 or within 60 days after January 31, 1996) granted
under the Company's stock option plan.
(2) Includes 66,550 shares held by his spouse, 10,934 shares held by his
sons, 5,466 shares held by his daughter and exercisable options to
purchase 1,000 shares.
<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
The number of directors constituting the board of directors has been
fixed at thirteen (13) pursuant to the Company's bylaws.
In the absence of any specifications to the contrary, proxies will be
voted for the election of all thirteen of the nominees listed in the table
below by casting an equal number of votes for each such nominee. If, at or
before the time of the meeting, any of the nominees listed below becomes
unavailable for any reason, the proxyholders have the discretion to vote for
a substitute nominee or nominees. The board currently knows of no reason why
any of the nominees listed below is likely to become unavailable. If any
shareholder announces his intention to vote his shares on a cumulative
basis, the proxyholders may, in their discretion, vote the shares to which
such proxy relates on a basis other than equally for each of the nominees
named above and for less than all such nominees, but in such event, the
proxyholders will cast such votes in a manner that would tend to elect the
greatest number of such nominees (or any substitutes therefor in the case of
unavailability) as the number of votes cast by them would permit.
NOMINEES AND EXECUTIVE OFFICERS
The following table sets forth certain information as of January 31,
1996 with respect to the thirteen nominees for election to the board of
directors and the executive officers of the Company (all of these persons may
be contacted at 341 North Main Street, Troy, North Carolina 27371):
<TABLE>
<CAPTION>
TABLE OF NOMINEES AND EXECUTIVE OFFICERS
Common Stock
Beneficially Owned (1)
Director ____________________
of Company Number of Percent
Name (Age) Position With Company Since Shares of Class
___________________ ____________________________ _________ ___________ _______
<S> <C> <C> <C> <C> <C>
NOMINEES
James H. Garner (66) President, Chief 1995 4,866 (2) 0.32%
Executive Officer and Director
John C. Willis (52) Chairman, Board of Directors 1983 125,735 (3) 8.34%
Jack D. Briggs (56) Director 1983 11,118 (4) 0.74%
David L. Burns (57) Director 1988 7,992 (5) 0.53%
Jesse S. Capel (63) Director 1983 35,368 (6) 2.35%
Jack L. Harper (74) Director 1983 11,971 (7) 0.79%
George R. Perkins, Jr. (56) Director n/a 121,883 (7) 8.09%
G. T. Rabe, Jr. (71) Director 1987 1,931 (8) 0.13%
John J. Russell (74) Director 1983 5,132 (9) 0.34%
Edward T. Taws, Jr. (61) Director 1986 9,086 (10) 0.60%
Frederick H. Taylor (56) Director 1983 64,406 (11) 4.27%
John C. Wallace (75) Director 1983 57,646 (12) 3.82%
A. Jordan Washburn (59) Director 1995 1,421 (13) 0.09%
EXECUTIVE OFFICERS
James H. Garner (66) President, Chief 1995 4,866 (2) 0.32%
Executive Officer and Director
Anna G. Hollers (44) Executive Vice President n/a 8,103 (14) 0.54%
and Secretary
David G. Grigg (45) President of Montgomery n/a 3,903 (15) 0.26%
Data Services, Inc.
Jerry M. Arnold (55) Senior Vice President n/a 826 (16) 0.05%
of Operations, First Bank
Kirby A. Tyndall (41) Senior Vice President n/a 3,834 (17) 0.25%
and Chief Financial Officer
Teresa M. Nixon (38) Senior Vice President and n/a 1,376 (18) 0.09%
Compliance Officer, First Bank
</TABLE>
<PAGE>
[FN]
___________________
Notes to Table of Nominees and Executive Officers:
(1) Unless otherwise indicated, each individual has sole voting and
investment power with respect to all shares beneficially owned by such
individual. The executive officers' reported shares in the 401(k)
defined contribution plan represent an estimated number because the
exact allocations are not available and any difference between the
actual holdings and the estimates shown in this table would be
immaterial and, in addition, all shares held in said plan are voted by
the plan trustee and not by the shareholder for whom such shares are
listed. Also included are shares subject to options (exercisable as of
January 31, 1996 or within 60 days after January 31, 1996) granted under
the Company's stock option plan.
(2) Includes 677 shares held in Company's 401(k) defined contribution plan,
2,589 shares held jointly with his spouse and exercisable options to
purchase 1,600 shares.
(3) Includes 66,550 shares held by his spouse, 10,934 shares held by his
sons, 5,466 shares held by his daughter and exercisable options to
purchase 1,000 shares.
(4) Includes 147 shares held as custodian for his daughter, 6,465 shares
held jointly with his spouse and exercisable options to purchase 1,000
shares.
(5) Includes 5,444 shares held by Mr. Burns' business interests and
exercisable options to purchase 1,000 shares.
(6) Includes 12,368 shares held by Capel Industries of which Mr. Capel is
principal owner and director and exercisable options to purchase 1,000
shares.
(7) Includes 2,453 shares held jointly with his spouse and exercisable
options to purchase 1,000 shares.
(8) Includes 665 shares held by his spouse and exercisable options to
purchase 1,000 shares.
(9) Includes 3,054 shares held by his spouse and exercisable options to
purchase 500 shares.
(10) Includes 3,206 shares held by his spouse, 1,936 shares held by his son
and exercisable options to purchase 1,000 shares.
(11) Includes 25,913 shares held by Mr. Taylor's business interests, 266
shares held by his spouse and exercisable options to purchase 1,000
shares.
(12) Includes 1,308 shares held in Company's 401(k) defined contribution
plan and exercisable options to purchase 500 shares.
(13) Includes exercisable options to purchase 500 shares.
(14) Includes 285 shares held jointly with her daughters, 1,519 shares
held in the Company's 401(k) defined contribution plan, 400 shares
held by her spouse and exercisable options to purchase 1,500 shares.
(15) Includes 52 shares held jointly with his daughters, 26 shares held
jointly with his son, 176 shares held by his spouse, 2,128 shares held
jointly with his spouse, 685 shares held in the Company's 401(k) defined
contribution plan and exercisable options to purchase 500 shares.
(16) Includes 293 shares held in Company's 401(k) defined contribution plan
and exercisable options to purchase 400 shares.
(17) Includes 1,423 shares held in Company's 401(k) defined contribution
plan and exercisable options to purchase 500 shares.
(18) Includes 776 shares held in Company's 401(k) defined contribution plan
and exercisable options to purchase 600 shares.
___________________
<PAGE>
Nominees
James H. Garner became President and Chief Executive Officer and a
director of the Company and First Bank in 1995 following the resignation of
James A. Gunter. Mr. Garner has been employed by First Bank since 1969,
serving as Executive Vice President from 1989 until 1995.
John C. Willis is Chairman of the Board of Directors and has been a
director of the Company since 1983 and a director of First Bank since 1980.
Mr. Willis is a private investor in restaurant and real estate interests.
Jack D. Briggs is President of Lanier Briggs, Inc., a funeral home
business, and is also a retail furniture merchant. Mr. Briggs has been a
director of the Company since 1983 and a director of First Bank since 1976.
David L. Burns is President of Z. V. Pate, Inc., a holding company for
agricultural, timber, restaurants and retail sales. Mr. Burns has been a
director of the Company since 1988 and a director of First Bank since 1992.
Jesse S. Capel is Executive Director of Capel, Inc., a rug manufacturer,
importer and exporter. Mr. Capel has been a director of the Company since
1983 and a director of First Bank since 1959.
Jack L. Harper was Executive Vice President of First Bank from 1947
through 1982, when he retired. Mr. Harper has been a director of the Company
since 1983 and a director of First Bank since 1959.
George R. Perkins, Jr. is President of Unifi, Inc.-Spun Yarn Division, a
yarn manufacturer, and has served in such capacity since 1993. In addition,
Mr. Perkins has served as a director of Unifi, Inc. (listed on the New York
Stock Exchange) since 1993. In 1988, Mr. Perkins founded Pioneer Yarn Mills
where he served as its President and Chief Executive Officer until it merged
with Unifi, Inc. in 1993. Mr. Perkins has also served in the past as director
of several publicly traded companies in the retail, banking and financial
services industries as well as a college, a hospital and a trade association.
G. T. Rabe, Jr. is President of Albemarle Oil Co., a distributor of
petroleum products. Mr. Rabe has been a director of the Company since 1987
and a director of First Bank since 1992.
John J. Russell is Chairman of Russell-Harvelle Hosiery Mill, Inc. Mr.
Russell has been a director of the Company since 1983 and a director of First
Bank since 1969.
Edward T. Taws, Jr. is President of Fletcher Industries/Fletcher
International, a manufacturer of textile machinery. Mr. Taws has been a
director of the Company since 1986 and a director of First Bank since 1992.
Frederick H. Taylor is President of Troy Lumber Company. Mr. Taylor has
been a director of the Company since 1983 and a director of First Bank since
1978.
John C. Wallace served as President and Chief Executive Officer of the
Company from its formation in 1983 through January of 1993, when he retired,
and as President of First Bank from 1961 until 1991. Mr. Wallace has been a
director of the Company since 1983 and a director of First Bank since 1959.
A. Jordan Washburn is a sales representative for Morrisette Paper
Company, where he has been employed for 32 years. Mr. Washburn has been a
director of the Company since 1995 and a director of First Bank since 1994.
<PAGE>
Executive Officers
In addition to Mr. Garner, the executive officers of the Company are as
follows:
Anna G. Hollers is Executive Vice President and Secretary of the Company
and Executive Vice President and Secretary of First Bank. She has been
employed by the Company since 1983 and by First Bank since 1972.
David G. Grigg has served as President of Montgomery Data Services, Inc.
since its formation in 1984. He was employed by First Bank from 1972 until
1984.
Jerry M. Arnold is Senior Vice President - Operations of First Bank. He
has been employed by First Bank since 1986.
Kirby A. Tyndall is Senior Vice President and Chief Financial Officer
of the Company and First Bank. He has been employed by the Company since
1989.
Teresa C. Nixon is Senior Vice President - Loan Administration and
Compliance of First Bank. She has been employed by First Bank since 1989.
<PAGE>
BOARD COMMITTEES AND ATTENDANCE
Executive Committee
The Executive Committee is authorized, between meetings of the board of
directors, to perform all duties and exercise all authority of the board of
directors, except those duties and authorities exclusively reserved to the
board of directors by the Company's bylaws or by statute. The current
members of the Committee are Mr. Briggs, Mr. Capel, Mr. Frye, Mr. Taylor,
Mr. Wallace, Mr. Willis and Mr. Garner. The Executive Committee held 17
meetings during 1995.
Audit Committee
The Audit Committee is responsible for reviewing and presenting to the
board of directors information regarding the Company's policies and
procedures with respect to auditing, accounting, internal accounting controls
and financial reporting. The Committee meets with and reviews reports of the
Company's internal auditor and independent public accountants and makes
reports and recommendations to the board of directors. The current members
of the Committee are Mr. Briggs, Mr. Burns, Mr. Capel and Mr. Willis. The
Audit Committee held 7 meetings during 1995.
Compensation Committee
The Compensation Committee is responsible for reviewing the compensation
policies and benefit plans of the Company and for making recommendations
regarding the compensation of its executive officers. The Committee also
administers the Company's stock option plan. The current members of the
Committee are Mr. Briggs, Mr. Rabe, Mr. Taws and Mr. Willis. The Compensation
Committee held 5 meetings during 1995.
Long Range Planning Committee
The role of the Long Range Planning Committee is to act upon strategic
matters that involve the allocation of the Company's resources and the growth
and marketability of the Company's products and services. The current
members of the Committee are Mr. Briggs, Mr. Burns, Mr. Capel, Mr. Garner,
Mr. Rabe, Mr. Taylor and Mr. Willis. The Long Range Planning Committee held
3 meetings during 1995.
Attendance
The Board of Directors held 13 meetings during 1995. In 1995, all of the
directors and nominees attended at least 75% of the aggregate of the meetings
of the board of directors and the committees described above on which they
served during the period they were directors and members of such committees.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Compensation of Executive Officers
Summary Table of Executive Compensation. The following table sets
forth compensation paid by the Company in the forms specified therein for the
years ended December 31, 1995, 1994 and 1993 to (i) the chief executive
officer of the Company and (ii) the Company's other executive officers who
earned in excess of $100,000 in salary and bonus during 1995.
<TABLE>
<CAPTION>
SUMMARY TABLE OF EXECUTIVE COMPENSATION
Long Term Compensation
____________________________
Annual Compensation Awards Payouts
________________________________________________ ________
(a),(b) (c) (d) (e) (f) (g) (h) (i)
Name, Other Securities All
Principal Annual Restricted Underlying Other
Position Compen- Stock Options/ LTIP Compen-
& Year Salary Bonus(1) sation Award(s) SARs Payouts sation(2)
($) ($) ($) ($) (# sh) ($) ($)
________ _________ __________________ _________ _________ ________ _________
<S> <C> <C> <C> <C> <C> <C> <C>
James H. Garner, President & Chief Executive Officer
1995 $ 101,217 $ 35,381 $ - $ - - $ - $ 8,048
1994 88,500 30,734 - - 8,000 - 8,097
1993 85,000 28,083 - - - - 6,227
James A. Gunter, Former President & Chief Executive Officer
1995 $ 105,333 $ 47,659 $ - $ - - $ - $ 217,338
1994 110,165 59,744 - - 12,000 - 11,953
1993 109,583 54,012 - - - - 6,199
</TABLE>
___________________
[FN]
Notes:
(1) Amounts shown represent actual incentive cash bonuses paid during the
year indicated.
(2) Amounts shown include Company contributions to the Company's defined
contribution plan (the "Profit Sharing Plan") under Section 401(k) of
the Internal Revenue Code that covers all Company employees and the
value of certain split-dollar life insurance plan (the "Split-dollar
Plan") premiums paid for the indicated executives, based on the term
insurance value of such payments as calculated under the Internal
Revenue Code P.S. 58 rates or those of the insurer, if higher. Amounts
also include the accrued value of severance payments made or to be made
to Mr. Gunter in connection with his resignation from the Company.
<TABLE>
<CAPTION>
Defined Split- Sever-
Contri- dollar ance
bution Insurance Arrange-
Plan Plan ment
_________ ________ _________
<S> <C> <C> <C>
James H. Garner 1995 $ 4,620 $ 3,428 -
1994 3,497 4,600 -
1993 3,329 2,898 -
James A. Gunter 1995 $ 4,620 $ 2,493 $ 210,225
1994 4,925 7,028 -
1993 4,066 2,133 -
</TABLE>
Option/SAR Grants in Last Fiscal Year
For the year ended December 31, 1995, no options or stock appreciation
rights were granted to executive officers.
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal
Year-End Option/SAR Values
Set forth below is information concerning the exercise of stock options
during the fiscal year and year-end value of exercised options by the
executive officers listed in the table above. No stock appreciation rights
have been granted to the executive officers listed.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Options/SARs at Options/SARs at
at FY-end (# sh) FY-end ($)
___________________ ____________________
Exercise Value Exer- Unexer- Exer- Unexer-
Name (# sh) Realized cisable cisable cisable cisable
__________________ __________________ _________ _________ ________ ________
<S> <C> <C> <C> <C> <C> <C>
James H. Garner - $ - 1,600 6,400 $ 6,800 $ 27,200
James A. Gunter 2,400 12,600 - - - -
</TABLE>
Compensation of Directors
Directors of the Company receive compensation of $200 per month during
their terms of office, plus $125 for each monthly meeting attended. In
addition, directors of First Bank receive $200 for each meeting attended.
Such directors who serve on the Executive Committee, Audit Committee,
Compensation Committee or Long Range Planning Committee receive $125 for each
committee meeting attended. All the directors of the Company are members of
First Bank board of directors.
Non-employee directors of the Company also participate in the Company's
Stock Option Plan. The non-employee director portion of the Stock Option Plan
provides that on June 1 of each year for a five-year period that began June 1,
1994, each non-employee director of the Company receives an option to acquire
500 shares of the Company's Common Stock over a 10 year term at an exercise
price equal to the average of the high and low sales prices of such stock on
the date of grant. At December 31, 1995, eleven directors who were not
employees of the Company held aggregate options to purchase 10,500 shares at
exercise prices ranging from $20.00 to $21.75. Options to purchase 500 shares
were exercised during 1995.
<PAGE>
Certain Transactions
Certain of the officers, directors and principal shareholders (and their
associates) of the Company have deposit accounts and other transactions with
First Bank, including loans in the ordinary course of business. All loans or
other extensions of credit made by First Bank to officers, directors and
principal shareholders of the Company and to associates of such persons were
made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with independent third parties and did not involve
more than the normal risk of collectibility or present other unfavorable
features. As of December 31, 1995, the aggregate principal amount of loans
to officers, directors and principal shareholders of the Company and to
associates of such persons was approximately $2,316,000. The Company expects
to continue to enter into transactions in the ordinary course of business on
similar terms with officers, directors and principal shareholders (and their
associates) of the Company.
Reports of Securities Ownership
Under the securities laws of the United States, the Company's
directors, its executive officers, and any persons holding more than ten
percent of the Company's common stock are required to report their ownership
of the Company's common stock and any changes in that ownership to the
Securities and Exchange Commission and the National Association of Securities
Dealers Automated Quotation System. Specific due dates for these reports
have been established, and the Company is required to report in this proxy
statement any failure to file by these dates during 1995. All of these
filing requirements were satisfied by the Company's directors and officers
and ten percent holders during 1995, except that the Annual Statements of
Changes in Beneficial Ownership on Form 5 for each of the Company's directors
and executive officers were filed one day after the required due date of such
filings. In making these statements, the Company has relied on the written
representations of its directors and officers and its ten percent holders and
copies of the reports they have filed with the Commission.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF ALL OF THE
OUTSTANDING SHARES OF COMMON STOCK VOTING AT THE MEETING IS REQUIRED FOR
APPROVAL OF THE PROPOSAL. THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL 1. PROXIES, UNLESS INDICATED TO THE
CONTRARY, WILL BE VOTED "FOR" THE THIRTEEN NOMINEES LISTED ABOVE.
<PAGE>
PROPOSAL 2 - RATIFICATION OF INDEPENDENT AUDITORS
Your directors and management recommend that the shareholders ratify the
appointment of KPMG Peat Marwick LLP to serve as the independent auditors for
the Company for the year ending December 31, 1996. KPMG Peat Marwick LLP has
served as the independent auditors for the Company since April 1991 and has
audited the Company's financial statements for each of the years in the
three-year period ended December 31, 1995.
Representatives of KPMG Peat Marwick LLP are expected to be present at
the annual meeting to respond to appropriate questions and will be given an
opportunity to make any statement they consider appropriate.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
PROPOSAL 2. PROXIES, UNLESS INDICATED TO THE CONTRARY, WILL BE VOTED "FOR"
PROPOSAL 2.
<PAGE>
SHAREHOLDER PROPOSALS FOR 1997 MEETING
Shareholders may submit proposals appropriate for shareholder action at
the Company's annual meeting consistent with the regulations of the
Securities and Exchange Commission. For proposals to be considered for
inclusion in the proxy statement for the 1997 annual meeting, they must be
received by the Company no later than December 25, 1996. Such proposals
should be directed to First Bancorp, Attn.: Anna G. Hollers, 341 North Main
Street, Troy, North Carolina 27371-0508.
By Order of the Board of Directors,
Anna G. Hollers
Secretary
____________________
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
SOLICITED, AND TO EACH PERSON REPRESENTING THAT AS OF THE RECORD DATE FOR THE
MEETING HE OR SHE WAS A BENEFICIAL OWNER OF SHARES ENTITLED TO BE VOTED AT
THE MEETING, ON WRITTEN REQUEST, A COPY OF THE COMPANY'S 1995 ANNUAL REPORT
ON FORM 10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, BUT EXCLUDING
EXHIBITS. SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO:
First Bancorp
ATTENTION: ANNA G. HOLLERS
341 North Main Street
Troy, North Carolina 27371-0508
____________________
<PAGE>
First Bancorp
This Proxy is Solicited on Behalf of the Board of Directors.
SAMPLE PROXY SAMPLE PROXY
The undersigned hereby appoints James H. Garner and Anna G. Hollers, and
each of them, attorneys and proxies with full power of substitution, to act
and vote as designated below the shares of common stock of First Bancorp held
of record by the undersigned on March 13, 1996, at the annual meeting of
shareholders to be held on April 25, 1996, or any adjournment or adjournments
thereof.
1. PROPOSAL to elect thirteen (13) nominees to the Board of Directors to
serve until the 1997 Annual Meeting of Shareholders, or until their successors
are elected and qualified.
[_] FOR the 13 nominees [_] WITHHOLD AUTHORITY
listed below (except as to vote for the 13
marked to the contrary nominees listed below.
below).
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST BELOW.)
Jack D. Briggs George R. Perkins, Jr. John C. Wallace
David L. Burns G. T. Rabe, Jr. A. Jordan Washburn
Jesse S. Capel John J. Russell John C. Willis
James H. Garner Edward T. Taws, Jr.
Jack L. Harper Frederick H. Taylor
2. PROPOSAL to ratify the appointment of KPMG Peat Marwick LLP as the
independent auditors of the Company for the current fiscal year.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, the proxies are authorized to vote on any other
business that may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR APPROVAL OF
PROPOSALS 1 AND 2. IF, AT OR BEFORE THE TIME OF THE MEETING, ANY
OF THE NOMINEES LISTED ABOVE HAS BECOME UNAVAILABLE FOR ANY REASON,
THE PROXIES HAVE THE DISCRETION TO VOTE FOR A SUBSTITUTE NOMINEE OR
NOMINEES.
PLEASE MARK, (Please sign exactly as the name appears on this proxy.
SIGN, DATE AND If signing as attorney, administrator, executor, guardian
RETURN PROMPTLY or trustee, please give title as such. If a corporation,
IN THE ENVELOPE please sign in full corporate name by the President or
PROVIDED. other authorized officers. If a partnership, please sign
in partnership name by authorized person.)
IF YOU ATTEND
THE MEETING, YOU ____________________________ ____________________________
MAY WITHDRAW Signature Signature if jointly held
YOUR PROXY AND
VOTE IN PERSON. Dated ______________________________, 1996
