As filed with the Securities and Exchange Commission on January 28, 1999
Registration No. 333-____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
FIRST BANCORP
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 56-1421916
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
341 North Main Street, Troy, North Carolina 27371-0508
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (910) 576-6171
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James H. Garner
President and Chief Executive Officer
341 North Main Street
Troy, North Carolina 27371
(910) 576-6171
(Address and telephone number of agent for service)
Copy to:
Henry H. Ralston, Esq.
Robinson, Bradshaw & Hinson, P.A.
101 North Tryon Street
Suite 1900
Charlotte, North Carolina 28246
(704) 378-4000
Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ X ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. __
If delivery of the prospect us is expected to be made pursuant to Rule
434, please check the following box.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class maximum Maximum
of Securities to be Amount to be offering price aggregate offering Amount of
Registered Registered per unit price registration fee
- - ----------------------- --------------------- -------------------- --------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, $5 par
value 35,000 $27.125 $949,375 $263.93
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based on the average of the high and low
reported sales price on the Nasdaq Stock Market on January 25, 1999.
<PAGE>
PROSPECTUS
First Bancorp
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
(As Amended and Restated)
As a service to registered shareholders of our common stock, we are pleased to
offer the First Bancorp Dividend Reinvestment and Share Purchase Plan (as
amended and restated). The plan is designed to promote long-term ownership in us
by providing a convenient and inexpensive way:
- to reinvest all or a portion of your cash dividends in additional
shares of our common stock
- to purchase our common stock through optional cash payments.
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This prospectus covers 35,000 shares of our common stock available for purchase
under this plan.
Our common stock is listed on the Nasdaq Stock Market under the symbol "FBNC".
On January 26, 1999, the last reported sales price was $27.50 per share.
Our headquarters is located at 341 Main Street, Troy, North Carolina 27371, and
our telephone number is (910) 576-6171.
Investments in our common stock are not guaranteed or insured by anyone,
including the Federal Deposit Insurance Corporation or any other federal or
state governmental agency. Unlike checking and savings accounts, an investment
in our common stock involves investment risks, including the potential loss of
your entire investment.
Neither the Securities and Exchange Commission nor any state securities or
insurance commission has approved any of these securities or determined that
this prospectus or any supplement to it is accurate or complete. Any
representation to the contrary is a criminal offense.
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January 28, 1999
<PAGE>
AVAILABLE INFORMATION
First Bancorp (the "Company") has filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
shares of the Company's Common Stock, $5.00 par value per share (the "Common
Stock"), offered hereby. For further information pertaining to the shares of
Common Stock to which this Prospectus relates, reference is made to such
Registration Statement, including the exhibits and schedules filed as a part
thereof. As permitted by the rules and regulations of the Commission, certain
information included in the Registration Statement is omitted from this
Prospectus. In addition, the Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the following public reference
facilities maintained by the Commission: 450 Fifth Street, N.W., Washington,
D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material may also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, upon payment of prescribed rates. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains an Internet web site that
contains reports, proxy and information statements and other information
regarding issuers who file electronically with the Commission. The address of
that site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference herein
and made a part hereof: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997; (ii) the Company's Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31, 1998, June 30, 1998 and
September 30, 1998; and (iii) the description of the Company's Common Stock
contained in its registration statement on Form 8-A filed pursuant to the
Exchange Act, as amended and updated by subsequent reports filed for the purpose
of updating such description.
All reports and any definitive proxy or information statements filed by
the Company with the Commission pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Exchange Act, subsequent to the date of this Prospectus and prior to the
termination of the offering of Common Stock made hereby, shall be deemed to be
incorporated by reference in this Prospectus and a part hereof from the date of
the filing of such documents. Any statement contained in this Prospectus or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all documents incorporated herein by reference (other than exhibits to
such documents that are not specifically incorporated by reference in such
documents). Written requests for copies should be directed to First Bancorp, 341
North Main Street, Post Office Box 508, Troy, North Carolina 27371 Attention:
Corporate Secretary. Telephone requests may be directed to (910) 576-6171.
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<PAGE>
THE COMPANY
The Company is a one-bank holding company. The principal activity of
the Company is the ownership and operation of First Bank (the "Bank"), a state
chartered bank with its main office in Troy, North Carolina. The Company also
owns and operates two nonbank subsidiaries, Montgomery Data Services, Inc.
("Montgomery Data"), a data processing company, and First Bancorp Financial
Services, Inc. ("First Bancorp Financial"), which currently owns and operates
various real estate. The Company also controls First Bank Insurance Services,
Inc. ("First Bank Insurance"), an insurance agency acquired in 1994 as a
subsidiary of the Bank. On December 29, 1995, the insurance agency operations of
First Bank Insurance were divested. First Bank Insurance continues to be a
subsidiary of the Bank, but is inactive at this time.
The Company was incorporated in North Carolina on December 8, 1983, as
Montgomery Bancorp, for the purpose of acquiring all of the outstanding common
stock of the Bank through stock-for-stock exchanges. On December 31, 1986, the
Company changed its name to First Bancorp to conform its name to the name of the
Bank, which had changed its name from Bank of Montgomery to First Bank in 1985.
The Bank was organized in 1934 and began banking operations in 1935 as
the Bank of Montgomery, named for the county in which it operated. With its 1995
acquisition of the Laurinburg and Rockingham offices of First Scotland Bank and
its 1994 acquisition of Central State Bank, High Point, North Carolina, the Bank
operates in a 14 county area centered in Troy, North Carolina. Troy, with a
population of 3,400, is located in the center of Montgomery County,
approximately 60 miles east of Charlotte, and 50 miles south of Greensboro. The
Bank conducts business from 35 branches located within a 70-mile radius of Troy,
covering a geographical area from Laurinburg to the southeast, to High Point to
the north, to Lillington to the east, and to Kannapolis to the west. Ranked by
assets, the Bank was the 15th largest bank in North Carolina as of September 30,
1998, according to the Office of the Commissioner of Banks. The Bank provides a
full range of banking services, including the accepting of demand and time
deposits, the making of secured and unsecured loans to individuals and
businesses, discount brokerage services and self-directed IRA's (both offered
through a contractual relationship with a brokerage firm). In 1998, as in recent
prior years, the Bank accounted for substantially all of the Company's
consolidated net income.
The Company's principal executive offices are located at 341 North Main
Street, Troy, North Carolina 27371-0508, and its telephone number is (910)
576-6171.
USE OF PROCEEDS
The Company does not know the number of shares of Common Stock that
will ultimately be purchased pursuant to its Amended and Restated Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan"), or the prices at which
such shares will be purchased. The proceeds from original issuances by the
Company of its Common Stock to participants ("Participants") under the Plan will
be used for general corporate purposes. The Company will not receive any
proceeds when shares of its Common Stock are purchased in the open market or
privately negotiated transactions or from other Participants.
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<PAGE>
THE PLAN
The Plan offers shareholders of the Company a simple and convenient
method of reinvesting cash dividends to purchase additional shares of the
Company Common Stock, as well as purchasing shares through optional cash
payments. Registrar and Transfer Company, a New Jersey corporation, has been
appointed the administrator of the Plan (the "Plan Administrator") to act as
Plan Administrator for shareholders electing to participate in the Plan.
The dividends and optional cash payments invested pursuant to the Plan
will be used to purchase newly issued shares of Common Stock from the Company or
to purchase shares of Common Stock in the open market or privately negotiated
transactions or from other Participants. The price of newly issued shares of
Common Stock purchased from the Company or from other Participants shall be an
amount equal to the fair market value (as determined pursuant to the Plan) of
such shares on the date on which such shares are purchased. The price at which
the Plan Administrator shall be deemed to have purchased shares for a
Participant's account in the open market or privately negotiated transactions or
from other Participants shall be the weighted average price of such shares paid
by the Plan Administrator for the Participant's allocable portion of shares
purchased over a particular period that Common Stock was purchased, plus such
Participant's proportionate share of any brokerage commissions incurred thereon.
Each Participant's share of brokerage commissions may be less than he or she
might incur individually because the Plan Administrator will buy shares in
volume. Dividends will be reinvested on a quarterly basis, and optional cash
payments will be invested on a monthly basis.
Shareholders of the Company may enroll in the Plan by completing an
Authorization Form and returning it to Registrar and Transfer Company, 10
Commerce Drive, Cranford, New Jersey 07016, Attention: First Bancorp Dividend
Reinvestment Plan Administrator. Shareholders who are participants in the Plan
may terminate their participation at any time. Shareholders who do not wish to
participate in the Plan will continue to receive cash dividends, if and when
paid, by check.
DESCRIPTION OF THE PLAN
The following description of the Plan does not purport to be complete
and is subject to, and qualified in its entirety by reference to, all of the
provisions of the Plan. Copies of the Plan are available from the Company upon
request. The Plan initially became effective in 1993, and was amended and
restated effective January 26, 1999.
1. All holders of record of Common Stock are eligible to participate in
the Plan. Beneficial owners of Common Stock whose shares are held for
them in registered names other than their own, such as in the names of
brokers, bank nominees or trustees, should, if they wish to participate
in the Plan, either arrange for the holder of record to join the Plan
or have the shares they wish to enroll in the plan transferred to their
own names.
2. Any holders of record of Common Stock may elect to become a Participant
in the Plan by returning to the Plan Administrator a properly completed
Authorization Form, which appoints the Plan Administrator as agent for
the Participant and:
<PAGE>
(a) authorizes the Company to pay to the Plan Administrator for
the Participant's account all cash dividends payable on the
Common Stock which the Participant has enrolled in the Plan;
(b) authorizes the Plan Administrator to retain for credit to the
Participant's account any cash dividends and any shares of
Common Stock distributed as a non-cash dividend or otherwise
on the shares of Common Stock purchased pursuant to the Plan
("Plan Shares") and credited to the Participant's account and
to distribute to the Participant any other non-cash dividend
paid on such Plan Shares; and
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<PAGE>
(c) authorizes the Plan Administrator to apply such cash dividends
and/or any optional cash payments made by the Participant
pursuant to Paragraph 5 below to the purchase of shares of
Common Stock in accordance with the terms and conditions of
the Plan.
3. After receipt of the properly completed Authorization Form, the Plan
Administrator will open an account under the Plan as Plan Administrator
for the Participant and will credit to such account:
(a) all cash dividends received by the Plan Administrator from the
Company on shares of Common Stock registered in the
Participant's name and enrolled in the Plan by the
Participant, commencing with the first such dividends paid
after receipt of the Authorization Form by the Plan
Administrator, provided that the Authorization Form is
received at least five (5) business days prior to a dividend
record date;
(b) all optional cash payments received from the Participant
pursuant to Paragraph 5 below;
(c) all full or fractional Plan Shares purchased for the
Participant's account after making appropriate deduction for
the purchase price of such shares;
(d) all cash dividends received by the Plan Administrator on any
full or fractional Plan Shares credited to the Participant's
account;
(e) any shares of Common Stock distributed by the Company as a
dividend or otherwise on Plan Shares credited to the
Participant's account; and
(f) any shares of Common Stock transferred by the Participant
pursuant to Paragraph 10 below.
4. Cash dividends and optional cash payments held for a Participant's Plan
account will be commingled with the cash dividends and optional cash
payments held for all other accounts under the Plan and will be applied
to the purchase of Common Stock. The Plan Administrator will make
arrangements to use reinvested dividends to purchase Common Stock on a
quarterly basis, on or about the applicable dividend payment date. The
Plan Administrator will make arrangements to use optional cash payments
to purchase Common Stock at least once monthly, on or about the 25th
day of each calendar month. In the discretion of the Plan
Administrator, purchases of Common Stock made with reinvested cash
dividends may be made together with purchases of Common Stock made with
optional cash payments in those months that cash dividends are paid. In
any case, purchases may be made over a number of days to meet the
requirements of the Plan. No interest will be paid on any dividends or
optional cash payments.
<PAGE>
Shares needed to meet the requirements of the Plan may be acquired on
any securities exchange on which the Common Stock is traded or in the
over-the-counter market (together, the "open market"), in negotiated
transactions or by purchasing shares being sold under the Plan by other
Participants. In addition, in the discretion of the Company and subject
to requirements of the Commission, shares may be purchased directly
from the Company to be issued from authorized but unissued shares. If
the Plan Administrator makes purchases in the open market or privately
negotiated transactions, a Participant's price per share will be the
weighted average price of shares purchased over the relevant period to
satisfy Plan requirements, plus the Participant's proportionate share
of the brokerage commission incurred by the Plan Administrator in
connection with purchases of Plan Shares during such period. If the
Plan Administrator purchases shares directly from the Company or from
other Participants, a Participant's price per share will be the fair
market value of the Common Stock on the day the shares are purchased.
"Fair market value" with respect to any day means the average of the
high and low asked prices for shares of Common Stock, or in the absence
of such information, as determined by the Plan Administrator on the
basis of such market quotations or other market information as it deems
appropriate.
5
<PAGE>
A Participant's account will be credited with a number of shares of
Common Stock equal to the amount of cash dividends and/or optional cash
payments invested on behalf of the Participant, divided by the
applicable price per share of Common Stock, with fractional shares
computed to at least four decimal places. Certificates for shares of
Common Stock purchased under the Plan will not customarily be issued to
the Participants. Instead, the Plan Administrator will hold all shares
in the name of one of its nominees, and the shares of Common Stock that
a Participant buys under the Plan will be credited to and maintained in
the Participant's Plan account. This feature protects against loss,
theft or destruction of stock certificates. The Participant will
receive a periodic statement from the Plan Administrator detailing the
status of the Participant's holdings.
In certain circumstances, the lack of shares available for purchase,
the compliance with banking and securities laws, the observance of
rules and regulations or governmental regulatory bodies or other
conditions may result in delays or temporary curtailment or suspension
of purchases of Common Stock under the Plan. Typically, purchases will
resume when shares are again available or when purchases are again
permitted.
If for any reason, the Plan Administrator does not acquire shares of
the Common Stock within thirty-five (35) days of receipt of optional
cash payments and thirty (30) days after the dividend date for dividend
reinvestments, the Plan Administrator shall remit such cash amounts to
the Participants promptly after such thirty-fifth (35th) or thirtieth
(30th) day.
Because the Plan Administrator will arrange for the purchase of shares
on behalf of the Plan, neither the Company nor any Participant in the
Plan has the authority or power to control either the timing or pricing
of shares purchased or the selection of the broker making the purchase.
Therefore, Participants will not be able to time precisely their
purchases through the Plan and will bear the market risk associated
with fluctuations in the price of the Company's Common Stock. That is,
it is possible that the market price of the Common Stock could go up or
down before the broker purchases stock with the Participant's funds.
5. The Participant may at any time deposit with the Plan Administrator for
credit to his account optional cash payments in amounts not less than
twenty-five ($25.00) and not greater than two thousand five hundred
dollars ($2,500) during any dividend quarter. Each optional cash
payment must be accompanied by the Stock Purchase Form furnished by the
Plan Administrator. The Plan Administrator will commingle the funds
credited to a Participant's account with optional cash payments
credited to all accounts under the Plan and will apply such funds to
the purchase of shares of Common Stock as described in Paragraph 4
above. Payments received less than five (5) business days prior to the
25th of a month will not be invested until the following month on or
about the 25th of that month.
6. The Plan Administrator will mail to each Participant a statement
summarizing transactions in his or her account for each period in which
there is activity.
<PAGE>
7. The Plan Administrator may hold the Plan Shares of all Participants
together in its name or in the name of its nominee. No certificates
will be delivered to a Participant for Plan Shares except upon written
request or upon termination of the account. A Participant may request
certificates for any full shares credited to his account at any time.
No certificates will be delivered for fractional shares. Accounts under
the Plan will be maintained in the name in which the Participant's
certificates are registered when the Participant enrolls in the Plan,
and certificates for full shares will be similarly registered when
issued to the Participant. Certificates will be registered and issued
in names other than the account name, subject to compliance with any
applicable laws and payment by the Participant of any applicable fees
and taxes, provided that the Participant makes a written request
therefor in accordance with the usual requirements of the Company for
the registration of a transfer of the Common Stock of the Company.
8. It is understood that the automatic reinvestment of dividends does not
relieve the Participant of any income tax which may be payable on such
dividends. The Plan Administrator will comply with all applicable
Internal Revenue Service requirements concerning the filing of
information returns for dividends credited
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<PAGE>
to each account under the Plan, and such information will be provided
to the Participant by a duplicate of that form or in a final statement
of account for each calendar year. With respect to Participants whose
dividends are subject to United States domestic or foreign income tax
withholding, the Plan Administrator will comply with all applicable
Internal Revenue Service requirements concerning the amount of tax to
be withheld, which will be deducted from the dividends prior to
investment.
9. The Plan Administrator will forward, as soon as practicable, any proxy
solicitation materials to the Participant. The Plan Administrator will
vote any full and/or fractional Plan Shares that it holds for the
Participant's account in accordance with the Participant's directions.
If a Participant does not return a signed proxy to the Plan
Administrator, the Plan Administrator will not vote such shares.
10. The Participant may transfer any issued shares of Common Stock held of
record in its name to the Plan Administrator or the Plan
Administrator's nominee and such shares will be held by the Plan
Administrator for its account as Plan Shares subject to the terms and
conditions of this Agreement.
11. A Participant may terminate its account at any time by giving a written
notice of termination to the Plan Administrator. Any such notice of
termination received by the Plan Administrator less than five (5)
business days prior to a dividend record date will not become effective
until dividends paid on the dividend payable date have been invested.
The Plan Administrator may terminate a Participant's account upon
written notice to the Participant if there is less than one whole share
remaining in the Participant's account and the Participant is not a
registered shareholder of any shares of Common Stock for which
dividends have been designated for Plan reinvestment. Upon termination,
the Participant may elect in writing to receive certificates
representing the full Plan Shares credited to its account and cash in
lieu of fractional shares or it may elect in writing to receive cash
for all the full and fractional Plan Shares credited to its account. If
no written election is made at the time the Plan Administrator receives
the written notice of termination from the Participant or prior to
expiration of the thirty (30) days notice period when the Plan
Administrator terminates a Participant's account, certificates will be
issued for all full Plan Shares and the Participant will receive cash
for any fractional shares. When the Participant terminates its account,
certificates will be issued within thirty (30) days of the notice of
termination being given by such Participant.
In the event a Participant elects to receive cash for the Plan Shares
credited to his account, the Plan Administrator, as the Participant's
Plan Administrator, will as soon as practicable after receipt of a
written request, sell such Plan Shares and deliver to it the proceeds
of such sale (with such sales proceeds being delivered not later than
thirty (30) days after the Plan Administrator's receipt of such
request), less any brokerage commissions and any other cost of sale.
Any full shares and fractional interests in shares may be aggregated
and sold with those of other terminating Participants. The proceeds to
<PAGE>
each Participant, in such case, will be the average sale price of all
shares so aggregated and sold less its pro rata share of any brokerage
commissions and other cost of sale. Such sales may, but need not, be
made by purchase for other Participant's accounts under the Plan, in
which case the sale price per share of the Company's Common Stock as
reported by the principal stock exchange, or other appropriate market
as determined by the Plan Administrator, on which the stock is traded
on the day of receipt by the Plan Administrator of the notice of
termination or, if the stock is not traded on the date of receipt, the
Plan Administrator shall use the mean between the bid and asked price
or such other market quotation as it may deem appropriate on such date.
In all terminations, fractional interests held in the Participant's
account and not otherwise aggregated and sold will be purchased by the
Plan Administrator in cash at a price deemed to be the closing sale
price per share of the Company's Common Stock as reported by the
principal stock exchange or other appropriate market as determined by
the Plan Administrator, on which the stock is traded on the date of
receipt by the Plan Administrator of the notice of termination or, if
the stock in not traded on the date of such receipt, such closing sale
price on the next prior date that it was so traded.
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<PAGE>
12. Participants may at any time, without terminating participation in the
Plan, withdraw any or all full shares credited to their account by
sending written instructions to the Plan Administrator. A withdrawal
form is provided on the reverse side of the detachable bottom portion
of the plan statement. The Participant may request that certificates be
issued for a specified number of full shares or that a specified number
of full shares be sold and a check issued for the net proceeds.
13. If at any time a Participant ceases to be a record holder of Common
Stock other than by transfer of shares to the Plan Administrator to be
held for its account pursuant to paragraph 10 above, the Plan
Administrator, at the Company's direction, may mail a written notice to
such Participant requesting instructions as to the disposition of stock
in the Participant's account under the Plan. If within thirty (30) days
of mailing such notice the Plan Administrator does not receive
instructions from the Participant, the Plan Administrator, may, at the
Company's direction, terminate the Participant's account.
14. The Participant shall notify the Plan Administrator promptly in writing
of any change of address. Notices or statements from the Plan
Administrator to the Participant may be given or made by letter
addressed to the Participant at his last address of record with the
Plan Administrator and any such notice or statement shall be deemed
given or made when received by the Participant or five (5) days after
mailing, whichever occurs earlier.
15. The Participant shall not sell, pledge, hypothecate, assign, or
transfer any Plan Shares held for his account by the Plan
Administrator, nor shall the Participant have any right to draw checks
or drafts against his account. The Plan Administrator has no obligation
to follow any instructions of the Participant with respect to the Plan
Shares or any cash held in his account except as expressly provided
under the terms and conditions of the Plan.
16. The Company will either pay directly or reimburse the Plan
Administrator for the costs of administering the Plan, including but
not limited to the costs of printing and distributing Plan literature
to record holders of Common Stock, forwarding proxy solicitation
material to Participants, and mailing confirmations of account
transactions, account statements, and other notices to Participants,
and reasonable clerical expenses associated therewith. As discussed
above in paragraphs 4 and 11, each Participant will share
proportionately in brokerage commissions incurred by the Plan
Administrator in transactions involving Plan Shares; there will be no
brokerage commissions for newly issued shares purchased from the
Company.
17. Neither the Company, the Plan Administrator nor its nominee(s) shall be
liable hereunder for any action taken in good faith or for any good
faith omission to act, including without limitation any claims of
liability:
(a) arising out of failure to terminate the Participant's account
upon the Participant's death prior to receipt of written
notice of such death accompanied by documentation satisfactory
to the Plan Administrator;
<PAGE>
(b) with respect to the price at which Plan Shares are either
purchased or sold for the Participant's account or the timing
of, or terms on which, such purchases or sales are made; or
(c) for the market value or fluctuations in market value before or
after the purchase of Plan Shares credited to the
Participant's account. The Company further agrees to indemnify
and hold harmless the Plan Administrator and its nominee(s)
from all taxes, charges, expenses, assessments, claims, and
liabilities, and any costs incident thereto, arising under
federal or state law from the Plan Administrator's or the
Company's acts or omissions to act in connection with this
Plan; provided that neither the Plan Administrator or its
nominee(s) shall be indemnified against any liability or costs
incident thereto arising out of the Plan Administrator's or
its nominee's own willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties under this
Plan.
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<PAGE>
18. It is understood that all purchases of Common Stock pursuant to the
Plan will be made by the Plan Administrator as the independent Plan
Administrator of the Participant and that neither the Company nor any
of its affiliates shall have any authority or power to direct the time
and price at which securities may be purchased pursuant to the Plan,
the amount of securities to be purchased, or to direct the selection of
any broker or dealer through whom purchases are to be made.
Notwithstanding the foregoing, the Company, subject to requirements of
the Commission and the provisions of paragraph 4, may direct the Plan
Administrator whether shares should be purchased directly from the
Company or from other sources. It is further understood that the Plan
Administrator will continue to operate the Plan only so long as the
Plan Administrator neither directly or indirectly controls or is
controlled by the Company or its affiliates and is not under common
control with the Company or its affiliates. The Plan Administrator and
the Company agree that, in the event that any person serves
simultaneously as a director of the Plan Administrator or any affiliate
of the Plan Administrator and also as a director of the Company or an
affiliate of the Company, such director will undertake to abstain from
participating in any decisions relating to the Plan or the purchase or
sale of securities pursuant to the Plan.
19. The Plan Administrator or the Company may terminate the Plan at any
time. The terms and conditions of this Plan may be amended by the
Company or the Plan Administrator, with the concurrence of the Company,
at any time, provided that the Company may make such an amendment only
once in any six (6) month period. No waiver or modification of the
terms or conditions of the Plan shall be deemed to be made by the Plan
Administrator unless in writing signed by an authorized representative
of the Plan Administrator, and any waiver or modification shall apply
only to the specific instance involved.
It is understood, however, that such amendments as may be required from
time to time due to changes in or new rules and regulations under the
federal securities laws may be made by the Plan Administrator prior to
notice to each Participant.
20. This Plan, the Authorization Form incorporated herein and made by this
reference a part of this Plan, and the accounts of Participants
maintained by the Plan Administrator under this Plan shall be governed
by and construed in accordance with the internal laws of the State of
North Carolina.
LEGAL MATTERS
Certain legal matters with respect to the Plan and in conjunction with
the Common Stock offered hereby will be passed upon for the Company by Robinson,
Bradshaw, & Hinson, P.A., Charlotte, North Carolina.
<PAGE>
EXPERTS
The consolidated financial statements of First Bancorp and its subsidiaries as
of December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997, have been incorporated by reference herein and
in the Registration Statement in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby will be offered directly to
Plan Participants without underwriters as described in this Prospectus.
9
<PAGE>
Table of Contents
Page
----
Available Information................... 2
Incorporation of Certain Documents
By Reference......................... 2
The Company............................. 3
Use of Proceeds......................... 3
The Plan................................ 4
Description of the Plan................. 4
Legal Matters........................... 9
Experts................................. 9
Plan of Distribution.................... 9
<PAGE>
Dividend Reinvestment and Common Stock
Purchase Plan
(As Amended and Restated)
35,000 Shares
Common Stock
FIRST BANCORP
====================
PROSPECTUS
====================
January 28, 1999
2
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the offering are as follows:
SEC Registration Fee $ 264
Printing and Engraving Expenses 1,000
Legal Fees and Expenses 10,000
Accounting Fees and Expenses 5,000
Miscellaneous $ 236
---------
$ 16,500
=========
Item 15. Indemnification of Directors and Officers.
Section 55-2-02 of the North Carolina Business Corporation Act (the
"Business Corporation Act") enables a corporation in its articles of
incorporation to eliminate or limit, with certain exceptions, the personal
liability of a director for monetary damages for breach of duty as a director.
No such provision is effective to eliminate or limit a director's liability for
(i) acts or omissions that the director at the time of the breach knew or
believed to be clearly in conflict with the best interests of the corporation,
(ii) improper distributions as described in Section 55-8-33 of the Business
Corporation Act, (iii) any transaction from which the director derived an
improper personal benefit or (iv) acts or omissions occurring prior to the date
the exculpatory provision became effective. The Company's articles of
incorporation limit the personal liability of its directors to the fullest
extent permitted by the Business Corporation Act.
Sections 55-8-50 through 55-8-58 of the Business Corporation Act permit
a corporation to indemnify its directors, officers, employees or agents under
either or both a statutory or nonstatutory scheme of indemnification. Under the
statutory scheme, a corporation may, with certain exceptions, indemnify a
director, officer, employee or agent of the corporation who was, is, or is
threatened to be made, a party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative, or
investigative because of the fact that such person was or is a director,
officer, agent or employee of the corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. This indemnity may include the obligation to pay any
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan) or reasonable expenses incurred in
connection with a proceeding (including counsel fees), but no such
indemnification may be granted unless such director, officer, employee or agent
(i) conducted himself in good faith, (ii) reasonably believed (1) that any
action taken in his official capacity with the corporation was in the best
interests of the corporation or (2) that in all other cases his conduct was not
opposed to the corporation's best interests, and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. Whether a director has met the requisite standard of conduct for the
type of indemnification set forth above is determined by the board of directors,
a committee of directors, special legal counsel or the shareholders in
<PAGE>
accordance with Section 55-8-55 of the Business Corporation Act. A corporation
may not indemnify a director under the statutory scheme in connection with a
proceeding by or in the right of the corporation in which a director was
adjudged liable to the corporation or in connection with any other proceeding in
which a director was adjudged liable on the basis of having received an improper
personal benefit.
In addition to, and notwithstanding the conditions of and limitations
on, the indemnification described above under the statutory scheme, Section
55-8-57 of the Business Corporation Act permits a corporation to indemnify, or
agree to indemnify, any of its directors, officers, employees or agents against
liability and expenses (including counsel fees) in any proceeding (including
proceedings brought by or on behalf of the corporation) arising out of their
status as such or their activities in such capacities, except for any
liabilities or expenses incurred on account of activities that were, at the time
taken, known or believed by the person to be clearly in conflict with the best
interests of the corporation. The Company's bylaws provide for indemnification
to the fullest extent permitted under the Business Corporation Act, and the
Company has separate indemnification agreements with various current and past
directors and officers.
II-1
<PAGE>
Because of its agreements to indemnify, the Company may indemnify its
directors, officers, employees and agents in accordance with either the
statutory or nonstatutory standard. Sections 55-8-52 and 55-8-56 of the Business
Corporation Act require a corporation, unless its articles of incorporation
provide otherwise, to indemnify a director or officer who has been wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which such director or officer was, or was threatened to be, made a party
because he is or was a director or officer of the corporation. Unless prohibited
by the articles of incorporation, a director or officer also may make
application and obtain court-ordered indemnification if the court determines
that such director or officer is fairly and reasonably entitled to such
indemnification as provided in Sections 55-8-54 and 55-8-56 of the Business
Corporation Act.
Additionally, Section 55-8-57 of the Business Corporation Act
authorizes a corporation to purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
corporation against certain liabilities incurred by such a person, whether or
not the corporation is otherwise authorized by the Business Corporation Act to
indemnify that person. The Company has purchased and maintains such insurance.
Item 16. List of Exhibits.
3.1 Articles of Incorporation of the Registrant and
amendments thereto, filed as Exhibit 3(a) to the
Registrant's Registration Statement Number 33-12692,
is incorporated herein by reference.
3.2 Amendment to Articles of Incorporation of the
Registrant, adding a new Article Nine, filed as
exhibit 3(e) to the Company's Annual Report on Form
10-K for the year ended December 31, 1988, is
incorporated herein by reference.
3.3 Bylaws of the Registrant and amendments thereto,
filed as Exhibit 3(b) to the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1994,
is incorporated herein by reference.
4.1 Form of common stock certificate filed as Exhibit 4
to the Registrant's Registration Statement Number
33-12692, is incorporated herein by reference.
4.2 Articles IV and V of the Articles of Incorporation of
the Registrant (included in Exhibit 3.1).
5.1 Opinion of Robinson, Bradshaw, & Hinson, P.A.,
regarding legality of common stock
23.1 Consent of Robinson, Bradshaw, & Hinson, P.A.
(included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included on the signature page of
the Registration Statement as initially filed)
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to the
Registration Statement:
<PAGE>
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price
II-2
<PAGE>
represent no more than a 20% change in the
maximum aggregate offering price set forth
in the "Calculation of Registration Fee"
table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii)
above do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's
annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is
against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event
<PAGE>
that a claim for indemnification against such
liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the
successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling
person in connection with the securities being
registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Troy, North Carolina, on January 26,
1999.
First Bancorp
(Registrant)
By: /s/ James H. Garner
-------------------
James H. Garner
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints James H. Garner and Anna
G. Hollers, and each of them, with full power to act without the other and with
full power of substitution and resubstitution, his true and lawful
attorneys-in-fact and agents, for him and in his name, place, and stead, in any
and all capacities, to sign on his behalf any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
and any related registration statement (and any amendments thereto) filed
pursuant to Rule 462(b) under the Securities Act, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Commission, and grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully as to all
intents and purposes as he might or could do in person, and hereby ratifies and
confirms all that such attorneys-in-fact or agents, or any of them, or their
substitutes shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement or amendment thereto has been signed by the following persons in the
capacities indicated on January 26, 1999.
/s/ James H. Garner /s/ Anna G. Hollers
------------------- -------------------
James H. Garner Anna G. Hollers
President and Chief Executive Officer Executive Vice President
Executive Secretary
Board of Directors
/s/ Jack D. Briggs /s/ Edward T. Taws
------------------ ------------------
Jack D. Briggs Edward T. Taws
Chairman of the Board Director
Director
<PAGE>
/s/ David L. Burns /s/ Frederick H. Taylor
------------------ -----------------------
David L. Burns Frederick H. Taylor
Director Director
/s/ Jesse S. Capel
------------------ -----------------
Jesse S. Capel Goldie H. Wallace
Director Director
/s/ George R. Perkins /s/ A. Jordan Washburn
--------------------- ----------------------
George R. Perkins A. Jordan Washburn
Director Director
/s/ G.T. Rabe, Jr. /s/ John C. Willis
------------------ ------------------
G.T. Rabe, Jr. John C. Willis
Director Director
II-4
ROBINSON, BRADSHAW & HINSON, P.A.
ATTORNEYS AT LAW
101 NORTH TRYON STREET, SUITE 1900 SOUTH CAROLINA OFFICE
CHARLOTTE, NORTH CAROLINA 28246 THE GUARDIAN BUILDING
TELEPHONE (704) 377-2536 ONE LAW PLACE - SUITE 600
FAX (704) 378-4000 P.O. DRAWER 12070
ROCK HILL, S.C. 29731
TELEPHONE (803) 325-2900
FAX (803) 325-2929
January 28, 1999
First Bancorp
341 Main Street
Troy, North Carolina 27371
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We refer to the registration statement, as amended (the "Registration
Statement), of First Bancorp, a North Carolina corporation (hereinafter referred
to as the "Company"), filed with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended, 35,000
shares of the Company's common stock, $5 par value per share (the "Shares"), in
connection with the Company's Amended and Restated Dividend Reinvestment and
Common Stock Purchase Plan (the "Plan"). We have examined the Articles of
Incorporation and the Bylaws of the Company, minutes of applicable meetings of
the Board of Directors of the Company and other Company records, together with
applicable certificates of public officials and other documents that we have
deemed relevant.
Based upon the foregoing and subject to the conditions set forth below,
it is our opinion that the Shares, when sold as contemplated by the Registration
Statement, will be legally issued, fully paid and nonassessable. We have assumed
that the Company and those persons purchasing Shares under the Plan will have
complied with the relevant requirements of the Plan. The opinions expressed
herein are conditional upon the Company's Articles of Incorporation and Bylaws
not being further amended prior to the issuance or sale of any Shares. This
opinion is limited to the laws of the State of North Carolina, and we express no
opinion with respect to the laws of any other state or jurisdiction.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Henry H. Ralston
--------------------
Henry H. Ralston
Exhibit 23.2
The Board of Directors
First Bancorp:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG LLP
- - -------------
KPMG LLP
Raleigh, North Carolina
January 28, 1999
