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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2000
FIRST BANCORP
(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-15572 56-1421916
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
341 North Main Street
Troy, North Carolina 27371-0508
(Address of Principal Executive Offices)
(Zip Code)
(704) 576-6171
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former name or address, if changed from last report)
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Item 2. Acquisition or Disposition of Assets.
First Bancorp completed the merger of First Savings Bancorp, Inc., a
North Carolina corporation ("First Savings"), into First Bancorp on September
14, 2000 pursuant to the terms of the Merger Agreement dated as of December 15,
1999 between First Bancorp, First Savings and the banking subsidiaries of each
of them. The shareholders of First Savings received 1.2468 shares of First
Bancorp common stock for each share of First Savings stock they owned
immediately prior to the completion of such merger. First Bancorp agreed to pay
cash in lieu of fractional shares of First Bancorp common stock that otherwise
would have been issued in connection with such merger. The consideration paid
was determined through arms' length negotiations between First Bancorp and First
Savings.
Pursuant to such merger, First Bancorp acquired all of the assets of
First Savings; provided, however, that in response to regulatory concerns, an
agreement has been reached to sell the First Savings branch located in Carthage,
NC to Bank of Davie, headquartered in Mocksville, NC.
The merger of the bank subsidiaries of each company is expected to
occur in the fourth quarter of 2000, with all regulatory approvals already
having been received. Until such time, First Savings Bank of Moore County, Inc.,
SSB, the bank subsidiary of First Savings, will continue to operate as a
separate subsidiary of First Bancorp.
The Merger Agreement is designated as Exhibit 2 hereto and is
incorporated herein by reference from Exhibit A to the Proxy
Statement/Prospectus contained in First Bancorp's Registration Statement on Form
S-4 (File No. 333-34216). Additionally, reference is made to the press release
attached hereto as Exhibit 99.5 for additional information regarding the
completion of such merger. The foregoing description of the merger of First
Savings into First Bancorp is qualified in its entirety by reference to such
exhibits.
Item 7. Financial Statements and Exhibits.
(a) The following unaudited interim financial statements of First
Savings Bancorp, Inc. are filed as Exhibit 99.1 to this
Current Report on Form 8-K:
(i) Consolidated Statements of Financial Condition as of
March 31, 2000 and 1999;
(ii) Consolidated Statement of Income for the nine-month
period ended March 31, 2000 and 1999; and
(iii) Consolidated Statement of Cash Flows for the
nine-month period ended March 31, 2000 and 1999.
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The following audited annual financial statements of First
Savings Bancorp, Inc. are filed as Exhibits 99.2 and 99.3 to
this Current Report on Form 8-K:
(i) Report of Independent Auditors relating to
Consolidated Financial Statements;
(ii) Consolidated Statements of Financial Condition as of
June 30, 1999 and 1998;
(iii) Consolidated Statements of Income for the fiscal
years ended June 30, 1999, 1998 and 1997;
(iv) Consolidated Statements of Cash Flows for the fiscal
years ended June 30, 1999, 1998 and 1997; and
(v) Notes to Consolidated Financial Statements.
(b) The following unaudited pro forma financial information with
respect to the merger of First Savings Bancorp, Inc. into
First Bancorp is filed as Exhibit 99.4 to this Current Report
on Form 8-K:
(i) Unaudited Pro Forma Combined Condensed Balance Sheet
as of March 31, 2000;
(ii) Unaudited Pro Forma Combined Condensed Income
Statement for the Three Months Ended March 31, 2000;
(iii) Unaudited Pro Forma Combined Condensed Income
Statement for the Three Months Ended March 31, 1999;
(iv) Unaudited Pro Forma Combined Condensed Income
Statement for the Year Ended December 31, 1999;
(v) Unaudited Pro Forma Combined Condensed Income
Statement for the Year Ended December 31, 1998;
(vi) Unaudited Pro Forma Combined Condensed Income
Statement for the Year Ended December 31, 1997; and
(vii) Notes to Pro Form Combined Condensed Financial
Information.
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(c) Exhibits: The following exhibits are filed as part of this
Current Report on Form 8-K:
2 Merger Agreement dated as of December 15, 1999
between First Bancorp, First Savings Bancorp, Inc.,
First Bank, and First Savings Bank of Moore County,
Inc., SSB (incorporated by reference to Appendix A to
the Joint Proxy Statement included in First Bancorp's
Registration Statement on Form S-4 (File No.
333-34216)
23 Consent of Independent Auditors regarding First
Savings Bancorp, Inc. financial statements
99.1 Unaudited Interim Consolidated Financial Statements
of First Savings Bancorp, Inc. as of and for the
nine-month period ended March 31, 2000, and the notes
thereto (incorporated by reference to Form 10-Q of
First Savings Bancorp, Inc. filed on March 12, 2000,
pages 3 and 5 - 6 thereof, File No. 000-27098)
99.2 Audited Annual Consolidated Statements of Financial
Condition of First Savings Bancorp, Inc. as of June
30, 1999 and 1998, and the notes thereto and the
independent auditor's report with respect thereto
(incorporated by reference to the Annual Report for
1999, filed as Exhibit 13 to Form 10-K of First
Savings Bancorp, Inc. filed on September 24, 1999,
pages 17, 18, and 23-38 thereof, File No. 000-27098)
99.3 Audited Annual Consolidated Statements of Income and
Statements of Cash Flows of First Savings Bancorp,
Inc. for the fiscal years ended June 30, 1999, 1998
and 1997, and the notes thereto and the independent
auditor's report with respect thereto (incorporated
by reference to the Annual Report for 1999, filed as
Exhibit 13 to Form 10-K of First Savings Bancorp,
Inc. filed on September 24, 1999, pages 17, 19, 21-22
and 23-38 thereof, File No. 000-27098)
99.4 Pro Forma Financial Information (incorporated by
reference to the Joint Proxy Statement included in
First Bancorp's Registration Statement on Form S-4,
pages 57 - 65, File No. 333-34216)
99.5 Press Release
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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.
Date: September 28, 2000
FIRST BANCORP
By: /s/ James H. Garner
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James H. Garner
Chief Executive Officer