SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) January 22, 2009
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FNB United Corp.
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-13823 56-1456589
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
150 South Fayetteville Street, Asheboro, North Carolina 27203
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (336) 626-8300
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03. Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
At the special meeting of shareholders of FNB United Corp. held on January
23, 2009, FNB United's shareholders adopted an amendment to Article IV of FNB
United's articles of incorporation, as amended, to delete the restriction on
voting rights on the corporation's already authorized, but unissued, 200,000
shares of preferred stock. A copy of the articles of amendment filed by FNB
United Corp. with the Secretary of State of North Carolina in connection with
this amendment is filed with this current report on Form 8-K as Exhibit 3.1.
Item 8.01. Other Events.
Capital Purchase Program
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On January 22, 2009, FNB United Corp. issued a press release announcing
that it learned of its receiving preliminary approval from the U.S. Department
of the Treasury ("DOT") of FNB United's application to participate in the DOT's
Capital Purchase Program. Upon execution of the definitive agreements, the DOT
will purchase from FNB United up to $54.3 million of cumulative perpetual
preferred stock and a related warrant to purchase FNB United common stock. The
anticipated sale of the shares of cumulative perpetual preferred stock and
warrant is subject to standard closing conditions and the execution of
definitive agreements with the DOT. The terms and conditions will conform to
those provided by the DOT. At the special meeting of shareholders held on
January 23, 2009, the FNB United shareholders voted in favor of amending FNB
United's articles of incorporation to delete the restriction on voting rights on
FNB United's authorized preferred stock. This amendment will permit FNB United
to issue the shares of cumulative perpetual preferred stock in the Capital
Purchase Program with the voting rights required by the DOT.
The press release announcing the preliminary approval for participation by
FNB United in the Capital Purchase Program is included as Exhibit 99.1 to this
current report on Form 8-K and incorporated herein by reference.
Chairman of the Board
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On January 22, 2009, the board of directors of FNB United Corp. elected
James M. Campbell, Jr. to serve as its chairman, succeeding Michael C. Miller,
who will continue to serve as president and chief executive officer of FNB
United and its subsidiary bank, CommunityONE Bank, National Association. Mr.
Campbell has been a director of FNB United since 1984. He was president and
treasurer of Sew Special, Inc., a manufacturer of private label apparel, until
his retirement in 2005. He currently serves as chairman of the board of trustees
for Randolph Community College and as a member of the board of directors for
Randolph Hospital, Inc. Under the corporation's bylaws, the chairman of the
board is responsible for presiding over meetings of the board of directors and
for such other tasks as may be assigned by the board.
Item 9.01. Financial Statements and Exhibits.
Exhibits
3.1 Articles of Amendment
99.1 Press release issued by FNB United Corp. on January 22, 2009
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 hereunto duly authorized.
FNB UNITED CORP.
Date: January 23, 2009 By /s/ R. Larry Campbell
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R. Larry Campbell
Executive Vice President
and Secretary