Current Report Filing (8-k)
July 27 2016 - 11:32AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR
15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported):
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July 26, 2016
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First Bancorp
(Exact Name of Registrant as Specified in its
Charter)
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North Carolina
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0-15572
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56-1421916
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification Number)
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300 SW Main Street,
Southern Pines, North Carolina
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28387
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(Address of Principal Executive Offices)
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(Zip Code)
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(910) 246-2500
(Registrant’s telephone number, including
area code)
Not Applicable
(Former Name or Former Address, if changed since
last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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First Bancorp
INDEX
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Page
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Item 2.02 – Results of Operations and Financial Condition
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3
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Item 8.01 – Other Events
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3
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Item 9.01 – Financial Statements and Exhibits
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3
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Signatures
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5
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Exhibit 99.1 News Release dated July 26, 2016
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Exhibit
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2
Item 2.02 – Results of Operations and Financial
Condition
On July 26, 2016, the Registrant issued
a news release to announce its financial results for the three and six month periods ended June 30, 2016. The news release is attached
hereto as Exhibit 99.1.
The news release includes disclosure of net
interest income on a tax-equivalent basis, which is a non-GAAP performance measure used by management in operating its business.
Management believes that analysis of net interest income on a tax-equivalent basis is useful and appropriate because it allows
a comparison of net interest income amounts in different periods without taking into account the different mix of taxable versus
non-taxable investments that may have existed during those periods.
The news release also includes disclosure of
tax-equivalent net interest margin, excluding the impact of loan discount accretion, which is a non-GAAP performance measure. Management
believes that it is useful to calculate and present the net interest margin without the impact of loan discount accretion, for
the reasons explained in the rest of this paragraph. Loan discount accretion is a non-cash interest income adjustment related to
the Registrant’s acquisition of two failed banks and represents the portion of the fair value discount that was initially
recorded on the acquired loans that is being recognized into income over the lives of the loans. At June 30, 2016, the Registrant
had a remaining loan discount balance of $12.4 million compared to $17.6 million at June 30, 2015. For the related loans that perform
and pay-down over time, the loan discount will also be reduced, with a corresponding increase to interest income. Therefore management
believes it is useful to also present this ratio to reflect net interest margin excluding this non-cash, temporary loan discount
accretion adjustment to aid investors in comparing financial results between periods.
The Registrant cautions that non-GAAP financial
measures should be considered in addition to, but not as a substitute for, the reported GAAP results. A reconciliation between
the non-GAAP financial measures presented and the most directly comparable financial measure calculated in accordance with GAAP
is included in the news release and financial summary attached hereto as Exhibit 99.1.
Item 8.01 – Other Events
On July 26, 2016, the Registrant issued
a news release to announce its financial results for the three and six month periods ended June 30, 2016. The news release is
attached hereto as Exhibit 99.1.
Item 9.01 – Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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Press release issued on July 26, 2016
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Disclosures About Forward Looking Statements
This press release contains
forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private
Securities Litigation Reform Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking
statements are statements that include projections, predictions, expectations or beliefs about future events or results or
otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words (and
their derivatives) such as “expect,” “believe,” “estimate,” “plan,”
“project,” “anticipate,” or other statements concerning opinions or judgments of the Company and its
management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are
not limited to, the financial success or changing strategies of the Company’s customers, the Company’s level of
success in integrating acquisitions, actions of government regulators, the level of market interest rates, and general
economic conditions. For additional information about the factors that could affect the matters discussed in this paragraph,
see the “Risk Factors” section of the Company’s most recent annual report on Form 10-K.
Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or
revise forward-looking statements. The Company is also not responsible for changes made to the press release by wire
services, internet services or other media.
3
Additional Information About
the Proposed Transaction WITH CAROLINA BANK and Where to Find It
This communication includes statements made
in respect of the proposed transaction involving First Bancorp and Carolina Bank Holdings, Inc. (“Carolina Bank”). This
material is not a solicitation of any vote or approval of Carolina Bank’s shareholders and is not a substitute for the proxy
statement/prospectus or any other documents which First Bancorp and Carolina Bank may send to their respective shareholders in
connection with the proposed merger. This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities.
In connection with the proposed transaction,
First Bancorp intends to file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of Carolina
Bank and a prospectus of First Bancorp, as well as other relevant documents concerning the proposed transaction. Investors
and security holders are also urged to carefully review and consider each of First Bancorp’s and Carolina Bank’s public
filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports
on Form 8-K and their Quarterly Reports on Form 10-Q. Both Carolina Bank and First Bancorp will mail the joint proxy statement/prospectus
to the shareholders of Carolina Bank. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF CAROLINA
BANK ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may
obtain a free copy of the proxy statement/prospectus (when available) and other filings containing information about First Bancorp
and Carolina Bank at the SEC’s website at
www.sec.gov
. Investors and security holders may also obtain free copies
of the documents filed with the Securities and Exchange Commission by First Bancorp on its website at
http://www.localfirstbank.com
and by Carolina Bank on its website at
http://www.carolinabank.com
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First Bancorp, Carolina Bank and certain of
their respective directors and executive officers, under the SEC’s rules, may be deemed to be participants in the solicitation
of proxies of Carolina Bank’s shareholders in connection with the proposed transaction. Information about the directors and
executive officers of First Bancorp and their ownership of First Bancorp common stock is set forth in the proxy statement for First
Bancorp’s 2016 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on April 4, 2016. Information about
the directors and executive officers of Carolina Bank and their ownership of Carolina Bank’s common stock is set forth in
the proxy statement for Carolina Bank Holdings, Inc.’s 2016 Annual Meeting of Shareholders, as filed with the SEC on a Schedule
14A on April 5, 2016. Additional information regarding the interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction
when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
4
Signatures
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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First Bancorp
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July 26, 2016
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By:
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/s/ Richard H. Moore
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Richard H. Moore
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Chief Executive Officer
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5
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