<PAGE>
"PRELIMINARY COPY"
_______________________________________________________________________________
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:
[X] Preliminary Proxy Statement
[ ] 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] No fee required
[ ] 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:
_____________________________________________________________
5) Total fee paid:
_____________________________________________________________
* 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:
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_______________________________________________________________________________
<PAGE>
"PRELIMINARY COPY"
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 24, 1997
_______________________________________________________________________________
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 24, 1997 at 3:00 o'clock P.M. local time,
for the purpose of considering and acting on the following matters:
1. A proposal to fix the number of directors to be elected to twelve(12).
2. A proposal to elect twelve (12) nominees to the Board of Directors
to serve until the 1998 Annual Meeting of Shareholders, or until their
successors are elected and qualified.
3. A proposal to ratify the appointment of KPMG Peat Marwick LLP
as the independent auditors of the Company for the current fiscal year.
4. 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 10, 1997
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>
"PRELIMINARY COPY"
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 24, 1997 at 3:00 o'clock P.M. local time, 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 March 31, 1997.
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 and broker non-votes 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 10,
1997 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 3,016,370. Shareholders are entitled to one vote
for each share of the Company's common stock.
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,
1997.
<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. 274,696 (2) 9.11%
P.O. Box 525
Sanford, NC 27331
Common stock, $5 par John C. Willis 222,460 (3) 7.38%
626 E. Main Street
Troy, NC 27371
Common stock, $5 par All nominees, directors 953,460 31.61%
and executive officers
as a group (17 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, 1997 or within 60 days after January 31, 1997) granted
under the Company's stock option plan.
(2) Includes exercisable options to purchase 1,000 shares.
(3) Includes 133,100 shares held by his spouse and exercisable options to
purchase 3,000 shares.
<PAGE>
PROPOSAL 1 - REDUCE THE BOARD OF DIRECTORS
TO TWELVE (12) MEMBERS
The Company's bylaws provide that the number of directors constituting
the board of directors shall be not less than three (3) nor more than
thirteen (13) as determined by the shareholders. In recent years, the number
of directors has been fixed at thirteen (13).
Two of the Company's current directors are retiring from the Board of
Directors when their current terms expire at the 1997 annual meeting, and
therefore these directors have not been nominated for re-election. The Board
of Directors has identified only one candidate to fill the vacancies created
by the retirement of these two directors, and the Board does not believe it is
in the best interests of the Company to maintain a vacancy indefinitely on the
Board of Directors. Therefore the Board is recommending to the shareholders
that the number of directors serving on the Board be reduced from thirteen
(13) (the maximum allowed by the Company's bylaws) to twelve (12).
It is therefore proposed that the following resolution be adopted by the
shareholders:
RESOLVED, that the number of directors constituting the entire board of
directors of First Bancorp shall be fixed at twelve (12).
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF SHARES OF COMMON
STOCK REPRESENTED AND VOTING AT THE MEETING IS REQUIRED FOR APPROVAL OF THE
PROPOSAL. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
PROPOSAL. PROXIES, UNLESS INDICATED TO THE CONTRARY, WILL BE VOTED "FOR" THE
PROPOSAL.
<PAGE>
PROPOSAL 2 - ELECTION OF DIRECTORS
Assuming that Proposal 1 above is approved by the shareholders, the
number of directors constituting the board of directors will be fixed at
twelve (12).
In the absence of any specifications to the contrary, and assuming that
Proposal 1 above is approved by the shareholders, proxies will be voted for
the election of all twelve (12) of the nominees listed in the table below by
casting an equal number of votes for each such nominee. If Proposal 1 is not
approved by the shareholders, proxies will be voted to elect as many as
possible of the nominees listed below to fill the number of seats on the
board as may be fixed by the shareholders. 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.
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table sets forth certain information as of January 31,
1997 with respect to the twelve 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)
Current Director (D), Director ____________________
Nominee (N), or of Company Number of Percent
Name (Age) Position With Company Since Shares of Class
___________________ ____________________________ _________ ___________ _______
<S> <C> <C> <C> <C> <C>
DIRECTORS AND NOMINEES
James H. Garner (67) President and Chief 1995 13,290 (2) 0.44%
Executive Officer (D)(N)
Jack D. Briggs (57) (D)(N) 1983 26,943 (3) 0.89%
David L. Burns (58) (D)(N) 1988 16,984 (4) 0.56%
Jesse S. Capel (64) (D)(N) 1983 71,736 (5) 2.38%
Jack L. Harper (75) (D) 1983 24,942 (6) -
George R. Perkins, Jr. (57) (D)(N) 1996 274,696 (7) 9.11%
G. T. Rabe, Jr. (72) (D)(N) 1987 4,862 (8) 0.16%
John J. Russell (75) (D)(N) 1983 11,330 (9) 0.38%
Edward T. Taws, Jr. (62) (D)(N) 1986 19,172 (10) 0.64%
Frederick H. Taylor (57) (D)(N) 1983 129,812 (11) 4.30%
Goldie H. Wallace (50) (N) n/a 113,686 (12) 3.77%
John C. Wallace (76) (D) 1983 113,686 (13) -
A. Jordan Washburn (60) (D)(N) 1995 4,878 (14) 0.16%
John C. Willis (53) (D)(N) 1983 222,460 (15) 7.38%
EXECUTIVE OFFICERS
James H. Garner (67) President and Chief 1995 13,290 (2) 0.44%
Executive Officer (D)(N)
Anna G. Hollers (45) Executive Vice President n/a 19,871 (16) 0.66%
and Secretary
Teresa M. Nixon (39) Executive Vice President and n/a 4,230 (17) 0.14%
Compliance Officer, First Bank
David G. Grigg (46) President of Montgomery n/a 9,137 (18) 0.30%
Data Services, Inc.
Jerry M. Arnold (56) Senior Vice President n/a 2,637 (19) 0.09%
of Operations, First Bank
Kirby A. Tyndall (42) Senior Vice President n/a 7,736 (20) 0.26%
and Chief Financial Officer
</TABLE>
<PAGE>
[FN]
___________________
Notes to Table of Directors, 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, 1997 or within 60 days after January 31, 1997) granted
under the Company's stock option plan.
(2) Includes 1,712 shares held in Company's 401(k) defined contribution
plan, 4,912 shares held jointly with his spouse and exercisable options
to purchase 6,400 shares.
(3) Includes 449 shares held as custodian for his daughter, 18,375 shares
held jointly with his spouse and exercisable options to purchase 3,000
shares.
(4) Includes 10,888 shares held by Mr. Burns' business interests and
exercisable options to purchase 3,000 shares.
(5) Includes 24,736 shares held by Capel Inc. of which Mr. Capel is
principal owner and director and exercisable options to purchase 3,000
shares.
(6) Includes 4,906 shares held jointly with his spouse and exercisable
options to purchase 3,000 shares.
(7) Includes exercisable options to purchase 1,000 shares.
(8) Includes 1,330 shares held by his spouse and exercisable options to
purchase 3,000 shares.
(9) Includes 6,108 shares held by his spouse and exercisable options to
purchase 2,000 shares.
(10) Includes 6,412 shares held by his spouse, 3,872 shares held by his son
and exercisable options to purchase 3,000 shares.
(11) Includes 51,826 shares held by Mr. Taylor's business interests, 74,254
shares held in trusts, 532 shares held by his spouse and exercisable
options to purchase 3,000 shares.
(12) Includes 100,686 shares held by her spouse and exercisable options held
by her spouse to purchase 2,000 shares.
(13) Includes exercisable options held to purchase 2,000 shares.
(14) Includes exercisable options to purchase 2,000 shares.
(15) Includes 133,100 shares held by his spouse and exercisable options to
purchase 3,000 shares.
(16) Includes 515 shares held jointly with her daughters, 3,398 shares
held in the Company's 401(k) defined contribution plan, 1,000 shares
held by her spouse and exercisable options to purchase 6,000 shares.
(17) Includes 1,830 shares held in Company's 401(k) defined contribution plan
and exercisable options to purchase 2,400 shares.
(18) Includes 104 shares held jointly with his daughters, 52 shares held
jointly with his son, 4,380 shares held jointly with his spouse, 1,602
shares held in the Company's 401(k) defined contribution plan and
exercisable options to purchase 2,000 shares.
(19) Includes 766 shares held in Company's 401(k) defined contribution plan
and exercisable options to purchase 1,600 shares.
(20) Includes 1,914 shares held in Company's 401(k) defined contribution
plan and exercisable options to purchase 2,000 shares.
___________________
<PAGE>
Directors and Nominees
James H. Garner became President and Chief Executive Officer and a
director of the Company and First Bank in 1995. Mr. Garner has been employed
by First Bank since 1969, serving as Executive Vice President from 1989 until
1995.
Jack D. Briggs is Chairman of the Board of Directors and has been a
director of the Company since 1983 and a director of First Bank since 1976.
Mr. Briggs is President of Lanier Briggs, Inc., a funeral home business, and
is also a retail furniture merchant.
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 served as 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. Mr. Harper is retiring
from the Board of Directors when his term expires at the 1997 Annual Meeting.
George R. Perkins, Jr. is President of Frontier Spinning Mills, LLC, a
yarn manufacturer, and has served in such capacity since 1996. In addition,
Mr. Perkins served as President of the Spun Yarn Division of Unifi, Inc. and
as a director of Unifi, Inc. (listed on the New York Stock Exchange) from
August 1993 until June 1996. 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.
Mr. Perkins has been a director of the Company and First Bank since 1996.
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.
Goldie H. Wallace served as Executive Secretary for GVK America from 1991
to 1993. Ms. Wallace served as Executive Secretary of the Montgomery County
(North Carolina) Economic Development Corporation from 1990 to 1991. In 1987,
Ms. Wallace founded Tri-Star Corporate Temporaries based in Durham, North
Carolina, and served as Tri-Star's President until 1990. Ms. Wallace is the
spouse of retiring director John C. Wallace.
<PAGE>
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.
Mr. Wallace is retiring from the Board of Directors when his term expires at
the 1997 Annual Meeting. Mr. Wallace is the spouse of nominee Goldie H.
Wallace.
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.
John C. Willis is a private investor in restaurant and real estate
interests. Mr. Willis has been a director of the Company since 1983 and a
director of First Bank since 1980.
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.
Teresa C. Nixon is Executive Vice President - Loan Administration and
Compliance of First Bank. She has been employed by First Bank since 1989.
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 First Bank since
1989.
BOARD COMMITTEES, ATTENDANCE AND COMPENSATION
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 1996 members
of the Committee were Mr. Briggs, Mr. Capel, Mr. Garner, Mr. Taylor, Mr.
Wallace and Mr. Willis. The Executive Committee held 13 meetings during 1996.
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 1996 members
of the Committee were Mr. Briggs, Mr. Burns, Mr. Capel and Mr. Willis. The
Audit Committee held 9 meetings during 1996.
<PAGE>
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 1996 members of the
Committee are Mr. Briggs, Mr. Rabe, Mr. Taws and Mr. Willis. The Compensation
Committee held 4 meetings during 1996.
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 1996 members
of the Committee are Mr. Briggs, Mr. Burns, Mr. Capel, Mr. Garner, Mr.
Perkins, Mr. Rabe, Mr. Taylor and Mr. Willis. The Long Range Planning
Committee held 5 meetings during 1996.
Attendance
The Board of Directors held 12 meetings during 1996. In 1996, 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.
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
1,000 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 January 31, 1997, eleven directors who were not
employees of the Company held aggregate options to purchase 29,000 shares at
exercise prices ranging from $10.00 to $14.75. Options to purchase 2,000
shares were exercised during 1996.
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, 1996, 1995 and 1994 to (i) the chief executive
officer of the Company and (ii) the Company's other executive officers who
earned in excess of $100,000 in salary and bonus during 1996.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY TABLE OF EXECUTIVE COMPENSATION
Long Term Compensation
____________________________
Annual Compensation Awards Payouts
________________________________________________ ________
(a),(b) (c) (d) (e) (f) (g) (h) (i)
Name, Other Securities All
Principal Annual Restricted Underlying Other
Position Compen- Stock Options/ LTIP Compen-
& Year Salary Bonus(1) sation Award(s) SARs Payouts sation(2)
($) ($) ($) ($) (# sh) ($) ($)
________ _________ __________________ _________ _________ ________ _________
<S> <C> <C> <C> <C> <C> <C> <C>
James H. Garner, President & Chief Executive Officer
1996 $ 115,000 $ 86,944 $ - $ - $ - $ 8,614
1995 101,217 35,381 - - - - 8,048
1994 88,500 30,734 - - 16,000 - 8,097
Teresa M. Nixon, Executive Vice President and Compliance Officer
1996 $ 83,167 $ 20,000 $ - $ - 5,000 $ - $ 4,245
1995 75,833 15,000 - - - - 2,455
1994 67,704 6,000 - - 6,000 - 2,481
Kirby A. Tyndall, Senior Vice President and Chief Financial Officer
1996 $ 87,479 $ 15,530 $ - $ - 5,000 $ - $ 4,519
1995 80,833 10,000 - - - - 3,749
1994 70,833 4,500 - - 5,000 - 4,020
</TABLE>
___________________
[FN]
Notes:
(1) Amounts shown represent actual incentive cash bonuses accrued 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.
<TABLE>
<CAPTION>
Defined Split-
Contri- dollar
bution Insurance
Plan Plan
_________ ________
<S> <C> <C>
James H. Garner 1996 $ 4,109 $ 4,505
1995 4,620 3,428
1994 3,497 4,600
Teresa M. Nixon 1996 $ 2,945 $ 1,300
1995 2,455 -
1994 2,481 -
Kirby A. Tyndall 1996 $ 2,924 $ 1,595
1995 2,560 1,189
1994 2,425 1,595
</TABLE>
<PAGE>
Option/SAR Grants in Last Fiscal Year
The information set forth below reflects the stock options granted during
the past fiscal year to the executive officers listed in the Summary Table of
Executive Compensation above. No stock appreciation rights have been granted
to the executive officers listed.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential
Realizable Value
at Assumed Annual
Rates of Stock
Appreciation
of Stock Price
Individual Grants for Option Term
__________________________________________________________ ____________________
(a) (b) (c) (d) (e) (f) (g)
% of
Number Total
of Secu- Options/
rities SARs
Under- Granted
lying to Exercise
Options/ Employees or
SARs in Base Expira-
Granted(1) Fiscal Price tion at assumed rate of
Name (# sh) Year ($/sh) Date 5% 10%
__________________ __________________ _________ _________ ________ ________
<S> <C> <C> <C> <C> <C> <C>
James H. Garner - - $ - - $ - $ -
Teresa M. Nixon 5,000 8.93% 17.63 11/29/06 55,421 140,449
Kirby A. Tyndall 5,000 8.93% 17.63 11/29/06 55,421 140,449
</TABLE>
___________________
[FN]
Notes:
(1) All options vest at the rate of 20% per year over 5 years beginning on
the June 1st following the grant date and are exercisable during the
10-year period beginning on the date of grant.
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 - $ - 6,400 9,600 $ 50,400 $ 75,600
Teresa M. Nixon - - 2,400 8,600 18,900 32,725
Kirby A. Tyndall - - 2,000 8,000 15,750 28,000
</TABLE>
<PAGE>
Retirement Plans
Retirement Plan. The following table sets forth the estimated annual
pension benefits payable at normal retirement age of 65 to a participant in
the Company's noncontributory defined benefit retirement plan (the "Retirement
Plan").
<TABLE>
<CAPTION>
TABLE OF ANNUAL BENEFITS PAYABLE ON RETIREMENT
UNDER THE RETIREMENT PLAN
Final
Average
Annual Years of Service
Compen- _______________________________________________
sation 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$ 50,000 $ 8,277 $ 10,036 $ 13,795 $ 18,304 $ 19,313
75,000 13,527 16,536 22,545 29,679 31,563
100,000 18,777 23,036 31,295 41,054 43,813
125,000 24,027 29,536 40,045 52,429 56,063
150,000 29,277 36,036 48,795 63,804 68,313
175,000 34,527 42,536 57,454 75,179 80,563
200,000 39,777 49,036 66,295 86,554 92,813
</TABLE>
Final Average Annual Compensation is the average of the 5 highest
consecutive calendar years earnings out of the 10 calendar years of employment
preceding retirement. Benefits shown are estimated on the basis of "life
annuity" amounts, although participants in the Retirement Plan may choose from
a variety of benefit payment options. For executive officers, current annual
compensation for the purposes of the Retirement Plan may be estimated as the
sum of the "Salary" and "Bonus" amounts in the "Summary Table of Executive
Compensation" under "Compensation of Executive Officers" above. The Company's
executive officers appearing in the compensation table above who are
participants in the Retirement Plan and their respective credited years of
service are: Mr. Garner, 27 years; Ms. Nixon, 7 years; and Mr. Tyndall, 7
years.
Supplemental Executive Retirement Plan. The following table sets forth
the estimated annual pension benefits payable at normal retirement age of 65
to executive officers in the Company's Supplemental Executive Retirement Plan
(the "SERP Plan").
<TABLE>
<CAPTION>
TABLE OF ANNUAL BENEFITS PAYABLE ON RETIREMENT
UNDER THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Final
Average
Annual Years of Service
Compen- _______________________________________________
sation 10 15 20 or more
<S> <C> <C> <C>
$ 50,000 $ 15,000 $ 22,500 $ 30,000
75,000 22,500 33,750 45,000
100,000 30,000 45,000 60,000
125,000 37,500 56,250 75,000
150,000 45,000 67,500 90,000
175,000 52,500 78,750 105,000
200,000 60,000 90,000 120,000
</TABLE>
Final Average Annual Compensation is the average of the 5 highest
consecutive calendar years earnings out of the 10 calendar years of employment
preceding retirement. Benefits shown are estimated on the basis of "life
<PAGE>
annuity" amounts, although participants in the SERP Plan may choose from a
variety of benefit payment options. For executive officers, current annual
compensation for the purposes of the SERP Plan may be estimated as the sum of
the "Salary" and "Bonus" amounts in the "Summary Table of Executive
Compensation" under "Compensation of Executive Officers" above. Benefits
shown in the table are prior to deductions for 50% of social security benefits
and benefits paid under the Retirement Plan. The Company's executive officers
appearing in the compensation table above who are participants in the SERP
Plan and their respective credited years of service are: Mr. Garner, 20
years (the maximum allowed); Ms. Nixon, 7 years; and Mr. Tyndall, 7 years.
REPORT OF THE COMPENSATION COMMITTEE
The fundamental philosophy of the Company's compensation program is to
offer compensation arrangements that are (i) commensurate with individual
contributions to the performance of the Company and (ii) competitive with
publicly owned financial institutions of similar size and performance.
Compensation is designed to attract and retain individuals possessing the
specialized talents required by the Company to remain competitive in the
financial services industry.
In applying this philosophy, the Company's Compensation Committee (the
"Committee"), comprised entirely of non-employee directors, develops
compensation recommendations to be considered by the entire Board of
Directors. The Committee directly determines the recommendation regarding the
compensation of the Chief Executive Officer (the "CEO"). In addition, the
Committee also sets forth recommendations involving (i) compensation policies,
(ii) incentive compensation, (iii) long-term equity participation and (iv)
benefit plans. The Committee also delegates to the CEO the responsibility to
determine appropriate levels of salaries and incentive bonuses for the other
executive officers of the Company. Executive officers are those officers who,
in the estimation of the Committee, are considered to have major policy input
and/or are in a position to have a major impact on the Company's performance.
Additional consideration is given by both the Committee (with regard to the
CEO) and the CEO (with regard to the other executive officers) to the
demonstration of the leadership skills needed to enable the Company to achieve
the business objectives set forth by the Board of Directors.
The process of assessing the appropriateness of compensation arrangements
also requires the use of peer data to determine the extent to which the
Company's compensation arrangements are competitive within both the Company's
industry and geographical area. As a part of this assessment, the Committee
(with regard to the CEO) and the CEO (with regard to the other executive
officers) compares the Company's arrangements, both in whole and in part, with
those of other financial institutions of similar size and performance both
within the state and nationally. This peer group is a subset of the broader
peer group to which the Company compares its total returns to shareholders in
the discussion captioned "Shareholder Return Performance" below.
Annual compensation for the Company's CEO and other executive officers
primarily consists of four areas of compensation as set forth below:
* Base salary;
* Annual incentive bonus that is directly linked to corporate earnings
and individual performance;
* Long-term equity participation, through the issuance of stock
options under the Company's stock option plan, in an effort to more
closely align the interests of the executive officers with those of
the Company's shareholders; and
* Benefit plans for executive officers.
<PAGE>
BASE SALARY. For the Company's executive officers, including the CEO,
base salaries are targeted to approximate average salaries for individuals
in similar positions with similar levels of responsibilities who are employed
by other publicly owned banking organizations of similar size and performance.
The Company frequently participates in salary/compensation surveys and has
access to other published salary/compensation data. The results of such
surveys are used by the Committee (with regard to the CEO) and the CEO (with
regard to the other executive officers) in developing the appropriate levels
of base salaries for executive officers.
During the fourth quarter of 1995, Mr. James H. Garner was promoted to
the position of President and CEO. Because of the promotion, his base salary
was increased to $115,000 from $93,810 to reflect his new responsibilities.
In September of 1996, the Committee adjusted the CEO's base salary, effective
January 1, 1997, to $160,000 in order to more closely align the CEO's base
salary with those of his peers.
Regarding the other executive officers, the changes in base salary for
1996 were in the range of 8%-10%, in an effort to more closely align the
executive officers' base salaries with those of their peers.
ANNUAL INCENTIVE BONUS. For the Company's executive officers, including
the CEO, annual incentive bonuses are directly and indirectly linked to the
Company's earnings and to the executive officer's individual performance as
it relates to enabling the Company to achieve its performance goals.
For 1996, as in prior years, the Committee set the CEO's annual incentive
bonus as a percentage of the net income earned by the Company. Such
percentage for 1996 was 2% of net income. In September of 1996, the Committee
adjusted the CEO's incentive bonus, effective January 1, 1997, to 1% of net
income, in conjunction with the substantial increase in base salary noted
above.
For the other executive officers, the 1996 annual incentive bonus was
based on a combination of (i) a percentage, as determined by the CEO, of base
salary related to the Company's achievement of predetermined earnings targets
and (ii) additional amounts, at the discretion of the CEO, related to the
executive officer's individual contribution to the overall achievement of
Company-wide earnings targets. Because of the level of Company earnings in
1996, the salary-based portion of the 1996 incentive bonus for all other
executive officers ranged from 11.6% to 17.4% of the respective base salary.
LONG-TERM EQUITY PARTICIPATION. For the Company's CEO, executive
officers and other key employees, stock options may be granted each year at
the discretion of the Board of Directors. While no formal system is employed
in determining the number of options granted, both in the aggregate or to any
one individual, the Board does consider the Company's current financial
performance, the individual's level of responsibility and the number of
previously granted stock options.
BENEFIT PLANS FOR EXECUTIVE OFFICERS. In addition to the aforementioned
methods of compensating executive officers, the Company provides the same
benefits that are afforded to all Company employees, including matching
contributions under the Company's defined contribution plan, retirement
benefits under the Company's pension plan and group insurance covering
health, life and disability. Also, executive officers participate in the
Company's Supplemental Executive Retirement Plan and Split-dollar Life
Insurance Plan.
<PAGE>
This report is provided as a summary of current practice regarding CEO and
executive officer compensation matters considered by the Committee. Because
CEO and executive officer salaries are not currently (or in the foreseeable
future) expected to exceed those limitations provided under Section 162(m) of
the Internal Revenue Code, the Committee has no specific policy which
addresses the deductibility for income tax purposes of "qualified
compensation" under said code section.
RESPECTFULLY SUBMITTED BY THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS:
Jack D. Briggs Edward T. Taws, Jr.
G. T. Rabe, Jr. John C. Willis
SHAREHOLDER RETURN PERFORMANCE
The performance graph shown below compares the Company's cumulative total
return to shareholders for the five-year period commencing December 31, 1991
and ending December 31, 1996, with cumulative total return of both the
Standard & Poor 500 Index (reflecting overall stock market performance) and an
index of banks with less than $500 million in assets as constructed by SNL
Securities, LP (reflecting changes in banking industry stocks). The graph
and table assume that $100 was invested on December 31, 1991 in each of the
Company's Common Stock, the Standard & Poor's 500 Stock Index and the index of
banks with less than $500 million in assets and that all dividends were
reinvested. All data was provided by SNL Securities, LP.
<TABLE>
<CAPTION>
First Bancorp
Comparison of Five-Year Total Return Performances (1)
Five Years Ending December 31, 1996
[GRAPH APPEARS HERE - FIVE-YEAR COMPARISON OF CUMULATIVE TOTAL RETURN]
<PAGE>
Total Return Index Values (1)
December 31,
___________________________________________________________
1991 1992 1993 1994 1995 1996
_______ _______ _______ _______ _______ _______
<S> <C> <C> <C> <C> <C> <C>
First Bancorp (2) $ 100.0 $ 139.8 $ 198.9 $ 205.6 $ 257.2 $ 384.0
Index-S&P 500 (2) 100.0 107.6 118.5 120.0 165.1 202.9
Index-Banks less than
$500 million (2) 100.0 132.1 172.4 185.4 253.7 326.5
___________________
<FN>
Notes:
(1) Total return indices were provided from an independent source as
indicated and assume initial investment of $100 on December 31, 1991,
reinvestment of dividends, and changes in market values. Total return
index numerical values used in this example are for illustrative
purposes only.
(2) Source: SNL Securities LP, Charlottesville, VA
Shareholders should recognize that corporations often use a number of
other performance benchmarks (in addition to shareholder return) to set
various levels of executive officer compensation. Shareholders should thus
consider other relevant performance indicators in assessing performance, such
as growth in earnings per share, growth in book value per share, growth in
cash dividends per share, and other performance measures such as return on
assets and return on shareholders' equity.
Certain Transactions
Certain of the directors, nominees, principal shareholders and officers
(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
directors, nominees, principal shareholders and officers 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, 1996, the
aggregate principal amount of loans to directors, nominees, principal
shareholders and officers of the Company and to associates of such persons was
approximately $5,749,000. The Company expects to continue to enter into
transactions in the ordinary course of business on similar terms with
directors, nominees, principal shareholders and officers (and their
associates) of the Company.
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
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 1996. All of these
filing requirements were satisfied by the Company's directors and officers
and ten percent holders during 1996, 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 and that the Statements of Changes in Beneficial Ownership on Form 4
for both April and September of 1996 were filed within five and eight days,
respectively, of their due dates for Jack D. Briggs, Director. 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 2 TO ELECT THE TWELVE NOMINEES AS DIRECTORS.
PROXIES, UNLESS INDICATED TO THE CONTRARY, WILL BE VOTED "FOR" THE TWELVE
NOMINEES LISTED ABOVE.
<PAGE>
PROPOSAL 3 - 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, 1997. 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, 1996. If the appointment of KPMG Peat
Marwick LLP is not ratified by the shareholders, the Board of Directors will
reconsider the appointment of auditors for the current fiscal year.
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 3. PROXIES, UNLESS INDICATED TO THE CONTRARY, WILL BE VOTED "FOR"
PROPOSAL 3.
<PAGE>
SHAREHOLDER PROPOSALS FOR 1998 MEETING
Shareholders may submit proposals appropriate for shareholder action at
the Company's 1998 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 1998 annual meeting, they must be
received by the Company no later than December 31, 1997. 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 1996 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>
"PRELIMINARY COPY"
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 10, 1997, at the annual meeting of
shareholders to be held on April 24, 1997, or any adjournment or adjournments
thereof.
1. PROPOSAL to fix the number of directors to be elected to twelve (12).
[_] FOR [_] AGAINST [_] ABSTAIN
2. PROPOSAL to elect twelve (12) nominees to the Board of Directors to
serve until the 1998 Annual Meeting of Shareholders, or until their successors
are elected and qualified.
[_] FOR the 12 nominees [_] WITHHOLD AUTHORITY
listed below (except as to vote for the 12
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. Frederick H. Taylor
David L. Burns G. T. Rabe, Jr. Goldie H. Wallace
Jesse S. Capel John J. Russell A. Jordan Washburn
James H. Garner Edward T. Taws, Jr. John C. Willis
3. 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
4. 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, 2 AND 3. 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 ______________________________, 1997
</TABLE>
