Item 1. Business.
General
This section of the report contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to FCNB Corp and its principal wholly-owned subsidiary FCNB Bank's (collectively, the "Registrant" or "Company") beliefs, expectations, anticipations and plans regarding, among other things, general economic trends, interest rates, product expansions and other matters. Such statements are subject to numerous uncertainties, such as federal monetary policy, inflation, employment, profitability and consumer confidence levels, both nationally and in the Company's market area, the health of the real estate and construction market in the Company's market area, the Company's ability to develop and market new products and to enter new markets, competitive challenges in the Company's market, legislative changes and other factors, and as such, there can be no assurance that future events will develop in accordance with the forward looking statements contained herein.
The Company is a bank holding company organized under the laws of the State of Maryland and serves as the holding company for its wholly-owned subsidiary FCNB Bank (the "Bank").
The information related to the Company's acquisitions during the year is contained on page 2 of the Company's 1999 Annual Report to Shareholders. Such information is incorporated herein by reference to the Annual Report.
The Bank
The Bank, a state-chartered commercial bank under the laws of the State of Maryland, was converted from a national bank in June 1993, and was originally chartered in 1818. The Bank is engaged in a general commercial and retail banking business serving individuals and businesses in Anne Arundel, Baltimore, Carroll, Frederick, Howard, Montgomery, and Prince George's counties in Maryland, Washington, D.C., and Fairfax County in Virginia. At December 31, 1999, the Bank operated eight banking offices in Frederick, Maryland, one office each in Brunswick, Catonsville, Columbia, Damascus, Eldersburg, Elkridge, Gaithersburg, Germantown, Glen Burnie, Laurel, Middletown, Monrovia, Mount Airy, Odenton, Pikesville, Poolesville, Reisterstown, Rockville, Silver Spring, Walkersville, and Westminster, Maryland, two offices in Washington, D.C., and one office in Dunn Loring, Virginia. At December 31, 1999, the Bank had total loans, net of unearned income, of approximately $903.07 million, total assets of approximately $1.49 billion, total deposits of approximately $1.03 billion, and a legal lending limit of approximately $14.91 million to any one borrower. The deposits of the Bank are insured by the FDIC.
COMMERCIAL BANKING AND RELATED SERVICES. The Bank is engaged in the financing of commerce and industry, providing credit facilities and related services principally for businesses located in its market areas. The Bank offers all forms of commercial lending, including lines of credit, revolving credits, term loans, accounts receivable financing, real estate loans, and other forms of secured financing.
PERSONAL BANKING SERVICES. A wide range of personal banking services are provided to individuals at each of the Bank's offices. Among the services provided at most locations are checking accounts, savings accounts, various savings programs, installment and other personal loans, credit card lines ("VISA"), home improvement loans, personal lines of credit, automobile and other consumer financing, safe deposit services, and mortgage loans. The Bank also offers trust, asset management, and financial planning services. Additionally, the Bank has a network of automated teller machines and is a member of the VISA, HONOR, and CIRRUS networks.
COMPETITION. The Bank faces strong competition in all areas of its operations. This competition comes from entities principally operating in the Bank's marketing area and includes branches of some of the largest banks in Maryland. Its most direct competition for deposits historically has come from other commercial banks, savings banks, savings and loan associations and credit unions operating in Anne Arundel, Baltimore, Carroll, Frederick, Howard, Montgomery, and Prince George's counties, Maryland. The Bank also competes for deposits and investment dollars with money market mutual funds and public debt and equity markets. The Bank competes with banking entities, mortgage banking companies, and other institutional lenders for loans. The competition for loans varies from time to time depending on certain factors. These factors include, among others, the general availability of lendable funds and credit, general and local economic conditions, current interest rate levels, and conditions in the mortgage market. As a result of recently enacted Federal and State legislation allowing interstate banking, branching and mergers, additional competitors not currently in the Bank's market may enter into the Bank's market.
Supervision and Regulation
HOLDING COMPANY REGULATION. The Company is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHCA"), and as such it is subject to regulation, supervision and examination by, and reporting to, the Board of Governors of the Federal Reserve System (the "Federal Reserve"). A discussion related to the capital adequacy of the Company is contained on pages 31 and 32 of the Company's 1999 Annual Report to Shareholders. Such information is incorporated herein by reference to the Annual Report.
BHCA - ACTIVITIES AND OTHER LIMITATIONS. The BHCA prohibits a bank holding company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank, or increasing such ownership or control of any bank, without prior approval of the Federal Reserve.
The BHCA also prohibits a bank holding company, with certain exceptions, from acquiring more than 5% of the voting shares of any company that is not a bank and from engaging in any
business other than banking or managing or controlling banks. Under the BHCA, the Federal Reserve is authorized to approve the ownership of shares by a bank holding company in any company, the activities of which the Federal Reserve has determined to be so closely related to banking or to managing or controlling banks as to be a proper incident thereto. In making such determinations, the Federal Reserve is required to weigh the expected benefit to the public, such as greater convenience, increased competition or gains in efficiency, against the possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices.
The Federal Reserve has by regulation determined that certain activities are closely related to banking within the meaning of the BHCA. These activities include: making or servicing loans such as would be made by a mortgage company, consumer finance company, credit card company, or factoring company; performing trust company functions; performing certain data processing operations; providing limited securities brokerage services; acting as an investment or financial advisor; ownership or operation of a savings association; acting as an insurance agent for certain types of credit-related insurance; leasing personal property on a full-payout, non-operating basis; providing tax planning and preparation services; operating a collection agency; and providing certain courier services. The Federal Reserve also has determined that certain other activities, including real estate brokerage and syndication, land development, property management and underwriting life insurance not related to credit transactions, are not closely related to banking and a proper incident thereto.
COMMITMENTS TO SUBSIDIARY BANK. Under Federal Reserve policy, the Company is expected to act as a source of financial strength to the Bank and to commit resources to support the Bank in circumstances when it might not do so absent such policy.
LIMITATIONS OF ACQUISITIONS OF COMMON STOCK. The Federal Change in Bank Control Act prohibits a person or group from acquiring "control" of a bank holding company unless the Federal Reserve has been given 60 days' prior written notice of such proposed acquisition and within that time period the Federal Reserve has not issued a notice disapproving the proposed acquisition or extending for up to another 30 days the period during which such a disapproval may be issued. An acquisition may be made prior to expiration of the disapproval period if the Federal Reserve issues written notice of its intent not to disapprove the action. Under a rebuttable presumption established by the Federal Reserve, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act would, under the circumstances set forth in the presumption, constitute the acquisition of control.
In addition, with limited exceptions, any "company" would be required to obtain the approval of the Federal Reserve under the BHCA before acquiring 25% (5% in the case of an acquiror that is a bank holding company) or more of the outstanding Common Stock of, or such lesser number of shares as constitute control over, the Company. Such approval would be contingent upon, among other things, the acquiror registering as a bank holding company, divesting all impermissible holdings and ceasing any activities not permissible for a bank holding company.
BANK REGULATION. The Bank is a commercial bank chartered by the State of Maryland which is a member of the Federal Reserve System, and as such, is subject to extensive regulation and examination by the Division of Financial Regulation of the Department of Labor, Licensing and Regulation (the "Banking Commissioner"), the FDIC, which insures its deposits to the maximum extent permitted by law, and by the Federal Reserve. The federal laws and regulations, which are applicable to banks, regulate, among other things, the scope of their business, their investments, their reserves against deposits, the timing of the availability of deposited funds and the nature and amount of collateral for certain loans. The laws and regulations governing the Bank generally have been promulgated to protect depositors and the deposit insurance funds and not for the purpose of protecting shareholders.
FDIC INSURANCE PREMIUMS. Institutions are assigned to one of three capital groups based solely on the level of the institution's capital - "well capitalized," "adequately capitalized" and "undercapitalized" - which would be defined in the same manner as the regulations establishing the prompt corrective action system under Section 38 of the FDIA, as discussed below. These three groups are then divided into three subgroups, which reflect varying levels of supervisory concern, from those, which are considered to be healthy to those which are considered to be of substantial supervisory concern. The matrix so created results in nine assessment risk classifications, with rates ranging from 0.00% for well capitalized, healthy institutions, to 0.27% for undercapitalized institutions with substantial supervisory concerns.
PROMPT CORRECTIVE ACTION. Under Section 38 of the FDIA, each federal banking agency is required to implement a system of prompt corrective action for institutions, which it regulates. The federal banking agencies have promulgated substantially similar regulations to implement the system of prompt corrective action established by Section 38 of the FDIA. Under the regulations, a bank shall be deemed to be: (i) "well capitalized" if it has a Total Risk Based Capital Ratio of 10.0% or more, a Tier 1 Risk Based Capital Ratio of 6.0% or more, a Leverage Capital Ratio of 5.0% or more and is not subject to any written capital order or directive; (ii) "adequately capitalized" if it has a Total Risk Based Capital Ratio of 8.0% or more, a Tier 1 Risk Based Capital Ratio of 4.0% or more and a Tier 1 Leverage Capital Ratio of 4.0% or more (3.0% under certain circumstances) and does not meet the definition of "well capitalized;" (iii) "undercapitalized" if it has a Total Risk Based Capital Ratio that is less than 8.0%, a Tier 1 Risk Based Capital Ratio that is less than 4.0% or a Leverage Capital Ratio that is less than 4.0% (3.0% under certain circumstances); (iv) "significantly undercapitalized" if it has a Total Risk Based Capital Ratio that is less than 6.0%, a Tier 1 Risk Based Capital Ratio that is less than 3.0% or a Leverage Capital Ratio that is less than 3.0%; and (v) "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%.
An institution generally must file a written capital restoration plan which meets specified requirements with an appropriate federal banking agency within 45 days of the date the institution receives notice or is deemed to have notice that it is undercapitalized, significantly undercapitalized or critically undercapitalized. A federal banking agency must provide the institution with written notice of approval or disapproval within 60 days after receiving a capital restoration plan, subject to extensions by the applicable agency.
An institution, which is required to submit a capital restoration plan, must concurrently submit a performance guaranty by each company that controls the institution. Such guaranty shall be limited to the lesser of (i) an amount equal to 5.0% of the institution's total assets at the time the institution was notified or deemed to have notice that it was undercapitalized or (ii) the amount necessary at such time to restore the relevant capital measures of the institution to the levels required for the institution to be classified as adequately capitalized. Such a guarantee shall expire after the federal banking agency notifies the institution that it has remained adequately capitalized for each of four consecutive calendar quarters. An institution which fails to submit a written capital restoration plan within the requisite period, including any required performance guarantee, or fails in any material respect to implement a capital restoration plan, shall be subject to the restrictions in Section 38 of the FDIA which are applicable to significantly undercapitalized institutions.
A "critically undercapitalized institution" is to be placed in conservatorship or receivership within 90 days unless the FDIC formally determines that forbearance from such action would better protect the deposit insurance fund. Unless the FDIC or other appropriate federal banking regulatory agency makes specific further findings and certifies that the institution is viable and is not expected to fail, an institution that remains critically undercapitalized on average during the fourth calendar quarter after the date it becomes critically undercapitalized must be placed in receivership. The general rule is that the FDIC will be appointed as receiver within 90 days after a bank becomes critically undercapitalized unless extremely good cause is shown and an extension is agreed to by the federal regulators.
Immediately upon becoming undercapitalized, an institution shall become subject to the provisions of Section 38 of the FDIA (i) restricting payment of capital distributions and management fees, (ii) requiring that the appropriate federal banking agency monitor the condition of the institution and its efforts to restore its capital, (iii) requiring submission of a capital restoration plan, (iv) restricting the growth of the institution's assets and (v) requiring prior approval of certain expansion proposals. The appropriate federal banking agency for an undercapitalized institution also may take any number of discretionary supervisory actions if the agency determines that any of these actions are necessary to resolve the problems of the institution at the least possible long-term cost to the deposit insurance fund, subject in certain cases to specified procedures. These discretionary supervisory actions include: requiring the institution to raise additional capital; restricting transactions with affiliates; restricting interest rates paid by the institution on deposits; requiring replacement of senior executive officers and directors; restricting the activities of the institution and its affiliates; requiring divestiture of the institution or the sale of the institution to a willing purchaser; and any other supervisory action that the agency deems appropriate. These and additional mandatory and permissive supervisory actions may be taken with respect to significantly undercapitalized and critically undercapitalized institutions.
Additionally, under Section 11(c)(5) of the FDIA, a conservator or receiver may be appointed for an institution where: (i) an institution's obligations exceed its assets; (ii) there is substantial dissipation of the institution's assets or earnings as a result of any violation of law or any unsafe or unsound practice; (iii) the institution is in an unsafe or unsound condition; (iv) there is a
willful violation of a cease and desist order; (v) the institution is unable to pay its obligations in the ordinary course of business; (vi) losses or threatened losses deplete all or substantially all of an institution's capital, and there is no reasonable prospect of becoming "adequately capitalized" without assistance; (vii) there is any violation of law or unsafe or unsound practice or condition that is likely to cause insolvency or substantial dissipation of assets or earnings, weaken the institution's condition, or otherwise seriously prejudice the interests of depositors or the insurance fund; (viii) an institution ceases to be insured; (ix) the institution is undercapitalized and has no reasonable prospect that it will become adequately capitalized, fails to become adequately capitalized when required to do so, or fails to submit or materially implement a capital restoration plan; or (x) the institution is critically undercapitalized or otherwise has substantially insufficient capital.
At December 31, 1999, the Bank would be deemed to be a "well capitalized" institution for purposes of Section 38 of the FDIA. Also at December 31, 1999, the Company and the Bank were in compliance with all minimum federal regulatory capital requirements, which are generally applicable to banks.
REGULATORY ENFORCEMENT AUTHORITY. The enforcement authority of federal banking regulators includes, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions against banking organizations and institution-affiliated parties. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities.
The foregoing references to laws and regulations which are applicable to the Company and the Bank are brief summaries thereof which do not purport to be complete and which are qualified in their entirety by reference to such laws and regulations.
FCNB Capital Trust
FCNB Capital Trust, a statutory business trust created under the laws of the State of Delaware, is a wholly-owned subsidiary of the Company. This trust was created to hold the 8.25% Subordinated Debentures issued by the Company on July 20, 1998, and to issue its 8.25% Cumulative Trust Preferred Securities.
FCNB Investment Holdings, Inc.
FCNB Investment Holdings, Inc., a Delaware corporation, is a wholly-owned subsidiary of the Bank that was organized on April 21, 1994. This subsidiary was established to manage a portion of the investment portfolio of the Bank.
Frederick Underwriters, Inc.
Frederick Underwriters, Inc., a Maryland corporation, was formerly the Company's First Choice Insurance Agency, Inc ("First Choice") that was organized in April, 1994. In December 1998, the Company consummated the acquisition of Frederick Underwriters, Inc. headquartered in Frederick, Maryland and its affiliated agencies - Phillips Insurance Agency, Inc. and Carroll County Insurance Agency, Inc. (collectively, "Frederick Underwriters"). Frederick Underwriters, Inc. was merged with and into First Choice with First Choice surviving the merger. Simultaneously with the merger, First Choice changed its name to Frederick Underwriters, Inc. This subsidiary is a full-service insurance agency.
Monocacy Management Company
Monocacy Management Company, a Maryland corporation, is a wholly-owned subsidiary of the Bank that was organized on January 6, 1992. This subsidiary was established to purchase troubled assets from the Bank.
Governmental Monetary Policies and Economic Controls
The Bank is affected by monetary policies of regulatory authorities, including the Federal Reserve Board, which regulates the national money supply in order to mitigate recessionary and inflationary pressures. Among the techniques available to the Federal Reserve Board are engaging in open market transactions in United States Government securities, changing the discount rate on bank borrowings and changing reserve requirements against bank deposits. These techniques are used in varying combinations to influence the overall growth of bank loans, investments and deposits. Their use may also affect interest rates charged on loans or paid on deposits. The effect of governmental policies on the earnings of the Bank or the Company for any future periods cannot be predicted.
Employees
At December 31, 1999, the Company had approximately 610 employees of whom 14 were executive officers, 124 were other officers, 409 were full-time employees, and 63 were part-time employees.
Item 2.
Item 2. Properties.
The Company owns the property on which the principal office of the Company and the main office of the Bank are located at 7200 FCNB Court, Frederick, Maryland. The Bank also owns the following properties:
The Bank leases the following properties:
Properties leased: (continued)
Properties leased: (continued)
Frederick Underwriters, Inc. lease the following properties:
Item 3.
Item 3. Legal Proceedings.
The Company and the Bank are subject to various legal proceedings which are incidental to their business. In the opinion of management, the liabilities (if any) resulting from such legal proceedings will not have a material effect on the consolidated financial statements or consolidated ratios of the Company and the Bank, although an adverse outcome on any particular proceeding could negatively affect the Company or Bank earnings and results of operations.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
During the third quarter of 1999, there was one matter submitted for a vote to the shareholders. The meeting was held on August 12, 1999, to vote on the acquisition of First Frederick Financial Corporation. The total number of votes was 8,344,719 of which 6,842,670 were voted FOR the transaction.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.
The information required by this item is contained on page 37 of the Company's 1999 Annual Report to Shareholders. Such information is incorporated herein by reference to the Annual Report.
Dividend Limitations and Certain Other Restrictions
The payment of dividends by the Company depends largely upon the ability of the Bank to declare and pay dividends to the Company because the principal source of the Company's revenue is dividends paid by the Bank. Future dividends will depend primarily upon the Bank's earnings, financial condition, and need for funds, as well as governmental policies and regulations applicable to the Company and the Bank.
A discussion related to dividend limitations is contained on page 30 of the Company's 1999 Annual Report to Shareholders. Such information is incorporated herein by reference to the Annual Report.
The Federal Reserve has established guidelines with respect to the maintenance of appropriate levels of capital by registered bank holding companies. Compliance with such standards, as presently in effect, or as they may be amended from time to time, could possibly limit the amount of dividends that the Company may pay in the future. In 1985, the Federal Reserve issued a policy statement on the payment of cash dividends by bank holding companies. In the statement, the Federal Reserve expressed its view that a holding company experiencing earnings weaknesses should not pay cash dividends exceeding its net income or which could only be funded in ways that weakened the holding company's financial health, such as by borrowing.
As a depository institution, deposits of which are insured by The Federal Deposit Insurance Corporation ("FDIC"), the Bank may not pay dividends or distribute any of its capital assets while it remains in default on any assessment due the FDIC. The Bank currently is not in default under any of their obligations to the FDIC.
Item 6.
Item 6. Selected Financial Data.
The information required by this item is contained on page 15 of the Company's 1999 Annual Report to Shareholders. Such information is incorporated herein by reference to the Annual Report.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The information required by this item is contained on pages 2 to 14 of the Company's 1999 Annual Report to Shareholders. Such information is incorporated herein by reference to the Annual Report.
Item 7a.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
The information required by this item is contained on pages 5 to 7 of the Company's 1999 Annual Report to Shareholders. Such information is incorporated herein by reference to the Annual Report.
Item 8.
Item 8. Financial Statements and Supplementary Data.
The information required by this item is contained in the Consolidated Financial Statements and Notes to Consolidated Financial Statements appearing on pages 16 to 36 of the Company's 1999 Annual Report to Shareholders. Such information is incorporated herein by reference to the Annual Report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
The information required by this item is contained on pages 3 to 5 of the Company's 2000 Proxy Statement. Such information is incorporated herein by reference to the Proxy Statement.
Executive Officers of the Company.
Information concerning non-director executive officers of the Registrant is as follows:
MARTIN S. LAPERA (age 47) is the Executive Vice President of the Company. Mr. Lapera is the Executive Vice President, Chief Operating Officer and Chief Lending Officer of the Bank.
CHARLES E. WELLER (age 51) became a Senior Vice President of the Company in January 1996 after having been a Vice President of the Company since March 24, 1995. Mr. Weller was President of Elkridge Bank until it was merged with the Bank on March 7, 1998.
MARK A. SEVERSON (age 46) became a Senior Vice President and Treasurer of the Company in January 1996 after having been the Vice President and Treasurer. Mr. Severson is the Senior Vice President and Chief Financial Officer of the Bank.
FERN W. MERCER (age 62) is a Vice President of the Company and is a Senior Vice President of the Bank.
HELEN G. HAHN (age 63) is a Vice President and Secretary of the Company. Mrs. Hahn is a Senior Vice President and Cashier of the Bank.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The information required by this item is contained on page 14 of the Company's 2000 Proxy Statement. Such information is incorporated herein by reference to the Proxy Statement.
VOTING SECURITIES
The information required by this item is contained on page 7 of the Company's 2000 Proxy Statement. Such information is incorporated herein by reference to the Proxy Statement.
Item 11.
Item 11. Executive Compensation.
COMPENSATION OF DIRECTORS
The information required by this item is contained on page 5 to 6 of the Company's 2000 Proxy Statement. Such information is incorporated herein by reference to the Proxy Statement.
EXECUTIVE OFFICERS' COMPENSATION AND CERTAIN TRANSACTIONS
COMPENSATION - OVERVIEW
The information required by this item is contained on pages 8 to 12 of the Company's 2000 Proxy Statement. Such information is incorporated herein by reference to the Proxy Statement.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Documents filed as a part of the Report:
1. The following consolidated financial statements included in the 1999 Annual Report to Shareholders are incorporated herein by reference under Item 8 of this Report:
Page Number in Annual Report
Consolidated Balance Sheets 16
Consolidated Statements of Income 17
Consolidated Statements of Changes in Shareholders' Equity 18
Consolidated Statements of Cash Flows 19-20
Notes to Consolidated Financial Statements 21-36
Report of Independent Auditors 36
2. All schedules for which provision is made in the accounting regulations of the Securities and Exchange Commission are not applicable or are not required under the related instruction and therefore have been omitted.
3. Exhibits required by Item 601 of Regulation S-K:
Exhibit No. Item. ----------- -----
3.1 A copy of the Articles of Restatement of the Articles of Incorporation of FCNB Corp is hereby incorporated by reference to Exhibit 3-A of the Annual Report on Form 10-K for 1994 of the Registrant.
3.2 A copy of the amended By-Laws of FCNB Corp is hereby incorporated by reference to Exhibit 3-B of the Annual Report on Form 10-K for 1993 of the Registrant.
Exhibit No. Item. ----------- -----
10.1 A copy of the Executive Compensation Plan for Directors of FCNB Bank is hereby incorporated by reference to Exhibit 10-D to the Registration Statement on Form S-4 (File No. 33-09406) of the Registrant.
10.2 A copy of the Supplemental Executive Retirement Plan of FCNB Bank is hereby incorporated by reference to Exhibit 10.3 of the Annual Report on Form 10-K for 1997 of the Registrant.
10.3 A copy of the Severance Agreement between FCNB Corp, FCNB Bank and A. Patrick Linton is hereby incorporated by reference to Exhibit 10.4 of the Annual Report on Form 10-K for 1997 of the Registrant.
10.4 A copy of the Severance Agreement between FCNB Corp, FCNB Bank and Martin S. Lapera is hereby incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K for 1997 of the Registrant.
10.5 A copy of the Severance Agreement between FCNB Corp, FCNB Bank and Mark A. Severson is hereby incorporated by reference to Exhibit 10.6 of the Annual Report on Form 10-K for 1997 of the Registrant.
10.6 A copy of the Employee Incentive Bonus Plan of FCNB Bank is hereby incorporated by reference to Exhibit 10-F of the Annual Report on Form 10-K for 1991 of the Registrant.
10.7 A copy of the Compensation Agreement with Clyde C. Crum is hereby incorporated by reference to Exhibit 10.8 of the Annual Report on Form 10-K for 1997 of the Registrant.
11 Statement Regarding Computation of Basic and Diluted Per Share Earnings, filed herewith.
12 Statement Regarding Computation of Ratios, filed herewith.
13 The Company's 1999 Annual Report to Shareholders, filed herewith.
21 A statement of the subsidiaries of FCNB Corp, filed herewith.
Exhibit No. Item. ----------- -----
23 Consent of Independent Auditor
24 Power of Attorney
27.1 Financial Data Schedule
27.2 Restated Financial Data Schedule
27.3 Restated Financial Data Schedule
99.1 A copy of the Dividend Reinvestment and Stock Purchase Plan of FCNB Corp is hereby incorporated by reference to Registration Statement on Form S-3 (File No. 33-55040) of Registrant.
99.2 A copy of the FCNB Corp 1992 Employee Stock Option Plan, as amended is hereby incorporated by reference to Exhibit 99.2 of the Annual Report on Form 10-K for 1997 of the Registrant.
99.3 A copy of the FCNB Corp 1997 Stock Option Plan for Directors is hereby incorporated by reference to Exhibit 99.3 of the Annual Report on Form 10-K for 1997 of the Registrant.
(b) An 8-K was filed under Item 5. Other Events on October 15, 1999 announcing the completion of the acquisition of First Frederick Financial Corporation and its wholly-owned subsidiary First Bank of Frederick.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant had duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
FCNB CORP (Registrant)
Date: March 21, 2000 By:/s/A. Patrick Linton - --------------------- ----------------------- A. Patrick Linton President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the capacities and on the dates indicated:
PRINCIPAL EXECUTIVE OFFICER:
Date: March 21, 2000 /s/ A. Patrick Linton - --------------------- ---------------------------------------------- A. Patrick Linton President, Chief Executive Office and Director
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
Date: March 21, 2000 /s/Mark Severson - --------------------- ---------------------------------------------- Mark Severson Senior Vice President and Treasurer
Date: March 21, 2000 /s/ George B. Callan, Jr.* - --------------------- ---------------------------------------------- George B. Callan, Jr., Director
Date: March 21, 2000 /s/ Shirley D. Collier* - --------------------- ---------------------------------------------- Shirley D. Collier, Director
Date: March 21, 2000 /s/ Miles M. Circo* - --------------------- ---------------------------------------------- Miles M. Circo, Director
Date: March 21, 2000 /s/Clyde C. Crum* - --------------------- ---------------------------------------------- Clyde C. Crum, Director
Date: March 21, 2000 /s/James S. Grimes* - --------------------- ---------------------------------------------- James S. Grimes, Director
SIGNATURES (CONTINUED)
Date: March 21, 2000 /s/Bernard L. Grove, Jr.* - --------------------- ---------------------------------------------- Bernard L. Grove, Jr., Director
Date: March 21, 2000 /s/Gail T. Guyton* - --------------------- ---------------------------------------------- Gail T. Guyton, Director
Date: March 21, 2000 /s/Jacob R. Ramsburg, Jr.* - --------------------- ---------------------------------------------- Jacob R. Ramsburg, Jr., Director
Date: March 21, 2000 /s/Kenneth W. Rice* - --------------------- ---------------------------------------------- Kenneth W. Rice, Director
Date: March 21, 2000 /s/Rand D. Weinberg* - --------------------- ---------------------------------------------- Rand D. Weinberg, Director
Date: March 21, 2000 /s/DeWalt J. Willard, Jr.* - --------------------- ---------------------------------------------- DeWalt J. Willard, Jr., Director
*By A. Patrick Linton, attorney-in-fact pursuant to power of attorney.