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Filed by: First Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: First Bancorp
Commission File No. 0-15572
THE FOLLOWING IS A QUARTERLY REPORT MAILED TO FIRST SAVINGS BANCORP, INC.
SHAREHOLDERS ON OR ABOUT APRIL 20, 2000.
FIRST
SAVINGS
BANCORP
SOUTHERN PINES, NC
Please Read Carefully
The Letter To Shareholders
THIRD QUARTER
REPORT
MARCH 31, 2000
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First Savings Bancorp, Inc.
Letter To Shareholders
April 20, 2000
Dear Shareholders:
As you know we have signed a definitive merger agreement with First Bancorp, the
Troy-based parent company of First Bank, a commercial bank with thirty-six
branches and assets of approximately $591 million. The transaction is expected
to be consummated in the second or third quarter of this year and will result in
a company with approximately $918 million in assets in a 15 county region
primarily encompassing the central piedmont region of North Carolina. The terms
of this transaction provide for First Bancorp to exchange 1.2468 shares of its
common stock for each share of First Savings Bancorp. The merger is expected to
qualify as a tax-free exchange and is, of course, subject to regulatory and
shareholder approvals.
A comprehensive evaluation process, carefully weighing all alternatives,
determined that a merger with First Bancorp offered the best long-term prospects
for enhancing shareholder value. The reasons for this conclusion are many,
including:
. The First Bancorp proposal anticipates an increased cash dividend to
all First Savings shareholders.
. First Savings has high levels of capital and lower returns on
shareholders' equity, while First Bancorp needs capital and has
demonstrated strong historical growth rates in assets, earnings and
dividends. A combined company should be able to effectively leverage
the strengths of the two separate companies.
. The combined companies will have the largest market share in Moore
County which will give the new entity a uniquely attractive banking
franchise.
. A strong new company headquartered in the Sandhills region of NC
should be well positioned to increase shareholder value.
. First Savings' shareholders will own almost half of the new company
and will have a significant voice in its future policies and
direction.
You will be asked to vote on approving this proposed merger. Before you vote, a
proxy statement/prospectus will
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First Savings Bancorp, Inc.
Letter To Shareholders
be mailed to you. Read it carefully as it will contain important information
about the merger. Please see additional information regarding the proxy
statement/ prospectus on the back cover of this report.
With regard to the quarter ended March 31, 2000, we are pleased to report that
diluted earnings per share for the three and nine month periods ended March 31,
2000 were $0.39 and $1.12, respectively, representing increases of 18.2% and
15.5%, respectively, over the corresponding periods of the prior year. Net loans
and total assets totaled $229.8 million and $327.3 million, respectively, at
March 31, 2000, compared to $206.0 million and $294.2 million, respectively, for
the same periods of the prior year.
Sincerely,
/s/ John F. Burns
John F. Burns
President & CEO
CORPORATE COMMON STOCK
HEADQUARTERS
NASDAQ National Market System
205 SE Broad Street Trading symbol: SOPN
PO Box 1657 Listed in press as FtSvBanc
Southern Pines, NC 28388 or in Wall Street Journal as
(910) 692-6222 FstSvgBcp
TRANSFER AGENT
Registrar & Transfer Company
10 Commerce Drive
Cranford, NJ 07016-3572
800-368-5948
SELECTED FINANCIAL RATIOS
At or for the
Three Months Ended March 31,
---------------------------------
2000 1999
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Return on Average Assets....... 1.70% 1.73%
Return on Average Equity....... 8.81% 7.46%
Equity to Total Assets......... 19.46% 22.34%
Nonperforming Assets to
Total Assets................ 0.27% 0.16%
Book Value..................... $18.09 $18.41
Deposits insured by FDIC
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Please read the proxy statement/prospectus regarding our proposed merger with
First Bancorp when it is mailed to you. It will contain important information.
You may also obtain a copy of the proxy statement/prospectus and other relevant
documents filed by First Savings and First Bancorp with the SEC, for free at the
SEC's web site (http://www.sec.gov). You may also obtain a free copy from us by
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writing or calling our Corporate Secretary at First Savings Bancorp, Inc., P.O.
Box 1657, Southern Pines, North Carolina 28388-1657, telephone (910) 692-6222.
A description of the security holdings and other interests of our directors and
executive officers in First Savings is set forth in our September 24, 1999 proxy
statement, which is available for free at the SEC web site described above or by
writing or calling us at the address set forth above. Copies may also be
obtained at prescribed rates from the Public Reference Room of the SEC, 450
Fifth Street, N.W., Washington, D.C. 20549. The proxy statement may be read and
copied at the public reference facilities maintained by the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and the SEC's
Regional Offices located at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New York
10048.
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THE FOLLOWING IS A STATEMENT STUFFER FIRST MAILED TO CUSTOMERS OF FIRST SAVINGS
BANK OF MOORE COUNTY, THE WHOLLY-OWNED BANK SUBSIDIARY OF FIRST SAVINGS
BANCORP, INC., ON OR ABOUT APRIL 24, 2000.
GROWING
GAINS!
Your life is changing.
Your financial needs are growing.
Your community and Moore County
are changing. And to meet these
challenges, First Savings Bank has
agreed to combine with First Bank,
the highly regarded, Troy-based
commercial bank.
FIRST
SAVINGS
BANK
Moore County's "Community Bank"
For Over 75 Years
[LOGO OF EQUAL HOUSING LENDER] Member FDIC
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Why The Merger?
To bring you more financial services, more banking convenience and more of the
same caring, personal interest to which you are accustomed.
Here are just a few of the many benefits to you, our valued customer:
+ Few, if any, changes in the employees with whom you are familiar,
+ More services such as telephone banking, a debit card and a broader range of
consumer loans,
+ More bank offices to provide you with greater convenience (refer to next page
for listing), and
+ The same "down home" banking philosophy you have always wanted.
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The merger between First Savings Bank and First Bank will create a financial
institution with the largest share of deposits in Moore County. Both banks have
long-standing traditions for providing community banking services in a warm,
friendly manner. And this will not change!
Full-Service Offices
In Moore County
(After The Merger)
. Aberdeen*
. Carthage*
. Hwy. 5 Pinehurst
. Pinecrest Plaza*
. Seven Lakes*
. Vass*
. Belle Meade
. Downtown Pinehurst
. Pinebluff
. Robbins*
. Southern Pines*
*ATMs There will also be
ATM service at the
Moore County Airport.
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For Customers Who Are Also Shareholders
If you own stock in First Savings Bancorp, you will be asked to vote to
approve the proposed merger. Before you vote, a proxy statement/ prospectus will
be mailed to shareholders. We urge you to read it carefully because it will
contain important information about the merger.
The proxy statement/prospectus will be included in a Registration Statement on
Form S-4 filed by First Bancorp with the Securities and Exchange Commission. You
may obtain a copy for free at the SEC's web site (http://www.sec.gov). After it
is printed, shareholders can obtain a free copy from our Corporate Secretary at
First Savings Bancorp, Inc., P.O. Box 1657, Southern Pines, North Carolina
28388-1657; telephone (910) 692-6222. Our officers' and directors' interests in
the Company (stock, contracts, etc.) are described in our September 24, 1999
proxy statement which is available for free from the Company or at the SEC web
site.
The proxy statement may be read and copied at the public reference facilities
maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the SEC's Regional Offices located at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, Suite 1300, New York, New York 10048.
