UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. ______)
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
x Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to § 240.14A-12
FIRST
BANCORP
(Name of
Registrant as Specified in Its Charter)
N/A
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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N/A
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(2)
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Aggregate
number of securities to which transactions applies:
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N/A
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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N/A
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(4)
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Proposed
maximum aggregate value of transaction:
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N/A
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(5)
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fee paid:
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N/A
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o
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Fee
paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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Previously Paid:
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Schedule or Registration Statement No.:
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341
North Main Street
Troy,
North Carolina 27371-0508
Telephone
(910) 576-6171
Notice
of Special Meeting of Shareholders
To
Be Held Thursday, December 11, 2008
To
Our Shareholders:
A special
meeting of shareholders of First Bancorp (the “Company”) will be held at the
James H. Garner Conference Center, 211 Burnette Street, Troy, North Carolina
(see map on outside back cover) on Thursday, December 11, 2008 at 10:00 a.m.
local time, for the purpose of considering and acting on the following
matters:
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1.
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A
proposal to amend the Articles of Incorporation of the Company to
authorize 5,000,000 shares of a new class of preferred stock, no par
value.
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2. Such
other business as may properly come before the meeting, or any adjournment
thereof.
Only
shareholders of record as of the close of business on November 7, 2008 are
entitled to notice of and to vote at the special meeting and any adjournment
thereof.
Whether
or not you expect to be present at the meeting, please complete, date and sign
the enclosed form of proxy and return it promptly in the enclosed
envelope. If you attend the meeting, your proxy will be returned to
you upon request. You may also vote by telephone or on the Internet,
as described in the proxy statement and on the proxy card.
Please
note that the attached form of proxy requests you to indicate whether you plan
to attend the special meeting. For planning purposes, we would
appreciate your response to this question. If you initially indicate that you
are not planning to attend and later want to, or do not indicate one way or the
other, you are still welcome and invited to attend the meeting.
The proxy
statement accompanying this notice sets forth additional information concerning
the proposals to be considered at the special meeting. You are urged
to study this information carefully.
By Order
of the Board of Directors
Anna G.
Hollers
Secretary
November
14, 2008
First
Bancorp
341
North Main Street
Troy,
North Carolina 27371-0508
Telephone
(910) 576-6171
PROXY
STATEMENT
INTRODUCTION
This proxy statement is furnished to
the shareholders of First Bancorp (sometimes referred to herein as the
“Company”) in connection with the solicitation of proxies by the Company for use
at the special meeting of shareholders of the Company to be held on Thursday,
December 11, 2008 at 10:00 a.m. local time, at the James H. Garner Conference
Center, 211 Burnette Street, Troy, North Carolina (see map on outside back
cover), and at any adjournment thereof. Action will be taken at the
special meeting on the items described in this proxy statement and on any other
business that properly comes before the meeting. This proxy statement
and accompanying form of proxy are first being mailed to shareholders on or
about November 14, 2008.
The accompanying proxy is for use at
the special meeting if a shareholder either will be unable to attend in person
or will attend but wishes to vote by proxy. Most shareholders have a
choice of voting by completing the enclosed proxy card and mailing it in the
postage-paid envelope provided, voting over the Internet or using a toll-free
number. Each shareholder should refer to the proxy card or the
information forwarded by the shareholder’s bank, broker or other holder of
record to see which voting options are available. Shareholders who
vote over the Internet may incur costs, such as telephone and Internet access
charges, for which the shareholder is responsible. The Internet and
telephone voting facilities for eligible shareholders of record will close at
3:00 a.m. Eastern Daylight Time on December 11, 2008. Specific
instructions to be followed by any shareholder interested in voting via the
Internet or telephone are shown on the enclosed proxy card. The
Internet and telephone voting procedures are designed to authenticate the
shareholder’s identity and to allow shareholders to vote their shares and
confirm that their instructions have been properly recorded. In the
event that the proxy card does not reference Internet or telephone voting
information because the recipient is not the registered owner of the shares, the
proxy card must be completed and returned in the self-addressed, postage-paid
envelope provided.
Any shareholder giving a proxy may
revoke it at any time before a vote is taken by (i) duly executing a proxy
bearing a later date; (ii) executing a notice of revocation in a written
instrument filed with the secretary of the Company; or (iii) appearing at the
meeting and notifying the secretary of the intention to vote in
person. Unless a contrary choice is specified, all shares represented
by valid proxies received pursuant to this solicitation, and not revoked before
they are exercised, will be voted as set forth in this proxy
statement. In addition, the proxy confers discretionary authority
upon the persons named therein, or their substitutes, with respect to any other
business that may properly come before the meeting, which may include a motion
to adjourn the meeting to a later time if a quorum is not present.
The presence, in person or by proxy,
of the holders of a majority of the outstanding shares of the Company’s common
stock entitled to vote is necessary to constitute a quorum at the annual
meeting. If a quorum is not present or represented at the meeting,
the shareholders present and entitled to vote have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At any such
adjourned meeting at which a quorum is present or represented, any business may
be transacted that might have been transacted at the meeting as originally
notified. All shares represented by properly executed proxies
returned to the Company, including those on which no voting instructions are
indicated (including broker non-votes) and those on which shareholders have
abstained from voting, will be counted as present for purposes of determining if
a quorum is present.
We will bear the entire cost of
preparing this proxy statement and of soliciting proxies. Proxies may
be solicited by our employees, either personally, by special letter, or by
telephone, but they will not receive additional compensation for doing
so. We have retained the services of The Altman Group, Inc. to assist
us in the solicitation of proxies from banks, brokers, nominees and
intermediaries. We estimate that we will pay this firm a fee of
approximately $8,500 for their services. We also will request brokers
and others to send solicitation material to beneficial owners of stock and will
reimburse their costs for this purpose.
Page
2
Only shareholders of record as of the
close of business on November 7, 2008 will be entitled to vote at the meeting or
any adjournment thereof. At such time, there were 16,546,964
shares of common stock issued and outstanding. Shareholders are
entitled to one vote for each share of common stock held.
PROPOSAL
TO CREATE A NEW CLASS OF PREFERRED STOCK
Under our articles of incorporation
as currently in effect, we do not have authority to issue preferred
stock. Our board of directors has adopted, and recommended that our
shareholders approve, an amendment to our articles of incorporation to authorize
5,000,000 shares of preferred stock, no par value. If this amendment
is approved by our shareholders, the first sentence of Article IV of our
articles of incorporation will be amended by adding in substance the following
language at the end of that sentence: “and 5,000,000 shares of preferred stock
with no par value, which shares of preferred stock shall be established by the
Board of Directors of the corporation as provided herein in one or more classes
or series within a class.” Also, the following language in substance
will be added immediately after the first sentence of Article IV:
“The
Board of Directors is expressly authorized to establish one or more classes of
preferred stock, or one or more series within a class of preferred stock, by
fixing and determining the preferences, limitations and relative rights (within
the limits of Chapter 55 of the North Carolina Business Corporation Act),
including dividend, liquidation, conversion, voting, redemption and other
rights, preferences and limitations of the class or series of shares so
established, as shall be stated and expressed in the resolution establishing
such class or series and providing for the issuance thereof adopted by the Board
of Directors pursuant to the authority to do so that is hereby expressly vested
in it, including, without limiting the generality of the foregoing, the
following:
(a) the
designation of such class or series;
(b) the
dividend rate, if any, thereof, the conditions and dates upon which such
dividends shall be payable, the preference or relation of such dividends to
dividends payable on any other class or classes of capital stock of the
corporation or series within a class, and whether such dividends shall be
cumulative or noncumulative;
(c) whether
the shares of such class or series shall be subject to redemption by the
corporation, and, if made subject to such redemption, the times, prices, rates,
adjustments and other terms and conditions of such redemption;
(d) the
terms and amount of any sinking or similar fund provided for the purchase or
redemption of the shares of such class or series;
(e) providing
that the shares of such class or series may be convertible into or exchangeable
for shares of capital stock or other securities of the corporation or of any
other corporation and the times, prices, rates, adjustments and other terms and
conditions of such conversion or exchange;
(f) the
extent, if any, to which the holders of the shares of such class or series shall
be entitled to vote as a class, series or otherwise with respect to the election
of directors or otherwise;
(g) the
restrictions and conditions, if any, upon the issue or reissue of any additional
preferred stock ranking on a parity with or prior to such shares as to dividends
or upon dissolution;
(h) the
rights of the holders of the shares of such class or series upon the dissolution
of, or upon the distribution of assets of, the corporation, which rights may be
different in the case of voluntary dissolution than in the case of involuntary
dissolution; and
(i) any
other preferences, limitations or relative rights of shares of such class or
series consistent with this Article IV and applicable law.”
We believe it advisable and in our
best interests to have the flexibility to issue preferred shares in the future
to
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3
raise
capital and for other corporate purposes, which could include
acquisitions. The preferred shares will be shares for which the
preferences, limitations and relative rights, including voting rights, are
determined by our board of directors from time to time without the necessity of
obtaining shareholder approval. Having preferred shares available for
issuance will enable us to respond promptly to market conditions and other
opportunities without incurring the delay and expense associated with calling a
shareholders’ meeting to approve a contemplated stock issuance. As
such, if our shareholders vote in favor of this proposed amendment, our board of
directors will have the power to issue preferred shares from time to time
without further action by our shareholders, except as may be required by
applicable law or the requirements of any market on which our shares are then
traded. Other than the possibility of participating in the Capital
Purchase Program recently announced by the U.S. Department of the Treasury as
described below under “Capital Purchase Program,” we have no plans, agreements
or understandings with anyone to issue shares of our preferred
stock.
Although our board of directors has
no present intention of doing so, we may issue preferred shares that could,
depending on the terms of such series, make more difficult or discourage an
attempt to obtain control of our company by means of a merger, tender offer,
proxy contest or other means. When in the judgment of our board of
directors this action will be in the best interests of our shareholders and the
Company, such shares could be used to create voting or other impediments or to
discourage persons seeking to gain control of our company. Such
shares could be privately placed with purchasers aligned with our board of
directors in opposing such action. In addition, our board of
directors could authorize holders of a class or series of preferred shares to
vote either separately as a class or with the holders of our common stock on any
merger, share exchange, sale or exchange of assets or other extraordinary
corporate transaction. The existence of the additional authorized
shares could have the effect or discouraging unsolicited takeover
attempts. The issuance of new shares also could be used to dilute the
stock ownership of a person or entity seeking to obtain control of our
company.
Under
North Carolina law, our shareholders do not have the right to dissent and obtain
payment for the “fair value” of their shares in connection with this proposed
amendment to our articles of incorporation. Moreover, if this
amendment is approved, our shareholders will not have the right to dissent and
obtain payment for the “fair value” of their shares in connection with any
issuance of shares of preferred stock subsequently authorized by our board of
directors.
The proposal to amend our articles of
incorporation to authorize 5,000,000 shares of preferred stock will be approved
if the number of votes cast in favor of the proposed amendment exceed the number
of votes cast opposing the proposed amendment. Abstentions and broker
non-votes, as well as the failure to return a signed proxy card, will not be
counted as a vote for or against the proposed amendment and will not affect
voting on this proposal, assuming that a quorum is present. Our board
of directors has unanimously recommended that you vote “FOR” this
proposal. Unless indicated to the contrary on your proxy card, we
will vote any properly submitted proxies “FOR” this proposed amendment to the
articles of incorporation.
Capital
Purchase Program
The
United States government recently enacted the Emergency Economic Stabilization
Act of 2008 to attempt to restore liquidity and stability to the financial
system in the United States. Pursuant to the Act, on October 14, 2008
the United States Department of the Treasury (DOT) announced a voluntary Capital
Purchase Program to encourage United States financial institutions to raise
additional capital to increase the flow of financing to United States businesses
and consumers and to support the United States economy in
general. Under this Program, the DOT has announced that it will
purchase up to $250 billion of senior preferred shares in qualifying U.S.
financial institutions, as determined by the DOT. We are eligible to
participate in this Program. Although we believe that
our capital position is sound, we believe that the Program will allow us to
raise additional capital on favorable terms in comparison with other available
alternatives. Accordingly, we currently plan to file an application
with the federal banking regulators to participate in the Program. We
cannot assure you that we will be selected to participate in the
Program. Moreover, if we are so selected, we are unable at this time
to determine the amount of capital that will be made available to us under the
Program.
To
participate in the Program, an eligible financial institution must apply with
its primary banking regulator(s) on or before November 14, 2008. Our
primary banking regulators are the Board of Governors of the Federal Reserve
System (FRB) and the Federal Deposit Insurance Corporation
(FDIC). The DOT, in consultation with each applicant’s primary
banking regulator, will determine whether a financial institution will be
permitted to participate in the Program and the amount of capital to be
allocated to that financial institution.
Page
4
Each
financial institution selected to participate in the Program (a “participating
institution”) may sell senior preferred shares to the DOT (“Program preferred
shares”) in an amount not less than 1% nor more than 3% of its risk-weighted
assets, as determined by the DOT. Under these guidelines, we would be
permitted to apply to issue Program preferred shares generating gross proceeds
to us of approximately $21 million to $65 million based on our September 30,
2008 financial statements. We intend to apply for the maximum amount
of $65 million.
We intend
to use the proceeds of any issuance of Program preferred shares to strengthen
the capital position of our subsidiary bank. By strengthening the
capital position of our subsidiary bank, we believe we will be better positioned
to meet the credit needs of the markets we serve, withstand any adverse effects
of the current and future economic environment, and grow our business, whether
it be from organic growth in our existing market area or from acquisition of
other banks or branches. If the DOT in consultation with our primary
banking regulators determines to deny our application to participate in the
Program or to reduce the amount of capital available to us to an amount less
than we requested, we do not believe that either of these actions will have a
material adverse effect on our liquidity, capital resources or results of
operations. We currently are “well capitalized” as defined under the
capital requirement ratios used by our banking regulators and believe that we
have sufficient capital to continue our current operations
profitably. However, we may need additional capital in the future to
pursue opportunities to grow our business or to acquire other banking
operations. If we are not approved to participate in the Program, our
ability to pursue these opportunities will depend on our ability to raise
additional capital in the future.
The
Program preferred shares constitute Tier 1 capital and:
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rank
senior to common stock,
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for
bank holding companies like us, pay cumulative quarterly dividends at the
rate of 5% per annum for five years and 9% per annum
thereafter,
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entitle
their holder(s) to elect two directors if the participating institution
fails to pay dividends on the Program preferred shares for six quarterly
dividend periods, whether or not consecutive,
and
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will
otherwise be non-voting, other than having class voting rights on the
issuance of any shares ranking senior to the Program preferred shares, any
amendment to the terms of the Program preferred shares or any merger,
exchange or similar transaction which would adversely affect the rights of
the Program preferred shares.
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A
participating institution may not redeem Program preferred shares during the
first three years after issuance except with the proceeds from a “qualified
equity offering” generating gross proceeds of not less than 25% of the issue
price of the Program preferred shares. A “qualified equity offering”
means an offering of Tier 1 qualifying perpetual preferred stock or common stock
for cash. After the third anniversary of issuance, a participating
institution may redeem Program preferred shares without
limitation. In all cases, the redemption price will be 100% of the
issue price plus, for bank holding companies like us, all accrued and unpaid
dividends to the date of redemption.
So long
as any of the Program preferred shares are outstanding, a participating
institution may not:
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without
the consent of the DOT, until the third anniversary of the date of
issuance of the Program preferred shares, increase the amount of dividends
paid on any shares ranking junior to the Program preferred shares, unless
the DOT has transferred the Program preferred shares to third
parties;
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without
the consent of the DOT, redeem any other shares until the third
anniversary of the date of issuance, other than shares repurchased in
connection with any employee benefit plans, unless prior to that time the
DOT has transferred the Program preferred shares to third parties,
or
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pay
dividends on or redeem any shares ranking junior to the preferred stock,
unless all accrued dividends on the Program preferred shares have been
paid in full.
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A
participating institution also is required to issue to the DOT a 10-year warrant
to acquire a number of shares of common stock having a market price equal to 15%
of the original issue price of the Program preferred shares
based
Page
5
on the
20-day trailing average price for shares of our stock. On November
__, 2008, the closing price for shares of our common stock as reported by the
Nasdaq Global Select Market was $___ per share. If the participating
institution is able, prior to December 31, 2009, to raise additional capital
through a “qualified equity offering” generating gross proceeds of not less than
100% of the original issue price of the Program preferred shares, the number of
shares covered by the warrant will be automatically reduced by
50%. The Program preferred shares, warrants and underlying warrant
shares will be freely transferable by the DOT, and a participating institution
will be required to take all steps reasonably requested to facilitate the
transfer of the Program preferred shares and related warrant and warrant shares,
including by filing a shelf registration statement with the SEC covering the
resale by the DOT of these securities.
A
participating institution is required to comply with certain executive
compensation and corporate governance requirements so long as the Program
preferred shares are outstanding. These requirements generally
will:
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limit
the amount of severance paid to its CEO, CFO and three other most-highly
compensated executive officers to no more than three times the officer’s
average W-2 compensation over the five years prior to
separation;
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require
its compensation committees to periodically evaluate the institution’s
compensation program with the assistance of its chief risk officer to
ensure that no incentive compensation plan could lead the covered officers
to take unnecessary and excessive risks that could threaten the value of
the company;
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require
any bonus plan to provide that any covered officer must surrender any
bonus or incentive compensation paid on account of inaccurate financial
statements; and
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prohibit
any participating institution from taking a deduction for federal tax
purposes for compensation paid to any of the covered officers in excess of
$500,000 in any year.
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We do not
believe that these requirements would materially affect our existing executive
compensation and corporate governance practices.
The
foregoing summarizes the material provisions of the Program as it would apply to
us and was prepared based solely on a summary of the Program published by the
DOT. The terms of the Program are subject to change by the DOT and
expressly subject to the detailed terms of the Program agreements prepared by
the DOT to evidence the purchase and sale of Program preferred
shares.
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6
Our
ability to participate in the Capital Purchase Program requires us to submit an
application to the FRB and the FDIC by the close of business on November 14,
2008. We currently intend to apply to participate in the
Program. We cannot assure you that we will be approved to participate
in the Program. Moreover, if we are approved to participate in the
Program, we are unable at this time to determine the amount of capital that will
be made available to us under the Program. Regardless of whether we
ultimately participate in the Program, we nevertheless believe it advisable and
in our best interests to have authorized shares of preferred stock available
should other opportunities arise in the future that are in our best interests to
pursue.
Impact
on Common Shareholders
Except for the issuance of Program
preferred shares in connection with the Capital Purchase Program discussed
above, we do not have any plans or arrangements to issue other shares of
preferred stock. Accordingly, we are not able at this time to
determine if we will ever issue any additional shares of preferred stock, the
terms of any such shares of preferred stock or how they will impact the rights
of our common shareholders. However, we may in the future issue
shares of preferred stock on terms that may adversely affect the rights of the
holders of our common shares by, among other things:
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restricting
our ability to pay dividends on our common
shares,
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diluting
the voting power of our common shareholders to the extent these new
preferred shares have voting
rights,
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·
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diluting
the economic interests of our common shareholders to the extent that these
new preferred shares are convertible into common shares or have
preferential economic entitlements,
or
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·
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limiting
the amount of assets available to our common shareholders upon
liquidation.
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As
indicated above, the Program preferred shares will adversely affect the rights
of our common shareholders in certain ways, including by:
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requiring
us to apply a portion of our cash resources to fund the payment of
dividends on the Program preferred
shares,
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·
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restricting
our ability to increase the amount of dividends we pay on our common
shares prior to the third anniversary of our investment in the Capital
Purchase Program,
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·
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prohibiting
us from paying any dividends on our common shares if we are not current in
the payment of dividends on the Program preferred
shares,
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limiting
our ability to redeem any common shares, subject to certain
exceptions,
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·
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permitting
the holders of the Program preferred shares to elect two directors, if we
do not pay dividends for six dividend periods, and to vote as a class on
certain amendments to our articles of incorporation affecting the Program
preferred shares and certain mergers, exchanges or similar transactions
adversely affecting the rights of the Program preferred
shares,
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·
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requiring
us to reserve additional common shares for issuance at current market
prices upon the exercise of the 10-year warrant to purchase common shares
that we would be required to issue in connection with our participation in
the Capital Purchase Program, and to register these shares for immediate
resale under the Securities Act of 1933,
and,
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·
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providing
the holders of the Preferred program shares with preferential liquidation
rights.
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7
Impact
on Our Financial Statements
If we are approved to participate in
the Capital Purchase Program, our financial statements would reflect, as an
asset, the amount of capital raised in connection with the Program after the
payment of transaction expenses that we believe will be
immaterial. Accordingly, immediately after giving effect to
this transaction, we would anticipate that the amount of our cash and asset
balances would increase approximately $21 million to $65 million, depending on
the amount of capital made available by the DOT to us under the
Program. Consistent with our prior practice, we may invest this
additional cash in short-term liquid investments before it is deployed in our
primary banking operations. Our financial statements would also
reflect, as a new line item in our shareholders’ equity, a new class of
preferred stock in an amount equal to the net proceeds made available to us
under the Program, after the payment of transaction
expenses. Dividends we pay on the Program preferred shares
would not reduce our net income but would reduce the amount of our cash balances
and retained earnings.
Page
8
STOCK
OWNERSHIP OF MANAGEMENT AND OTHER BENEFICIAL OWNERS
The following table sets forth
information as of November 7, 2008 regarding the ownership of our outstanding
shares of common stock by each of our directors and executive officers, as well
as by our directors and executive officers as a group. As of November
7, 2008, no person or “group” of persons acting together was known to us to
beneficially own more than 5% of our outstanding common stock.
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Common
Stock Beneficially Owned (1)
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||||||||||||||||||
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Name
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Position
with Company
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Number
of
Shares
Owned
(excluding
options)
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Number
of
Shares
That
May
Be
Acquired
within
60
Days
by
Exercising
Options
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Total
Number
of
Shares
Beneficially
Owned
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Percent
of
Class
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Directors
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Jerry
L. Ocheltree
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President,
CEO/Director
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13,649 | (2) | 3,000 | 16,649 | * | ||||||||||||
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Jack
D. Briggs
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Director
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111,793 | (3) | 16,750 | 128,543 | * | ||||||||||||
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R.
Walton Brown
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Executive
Vice President/Director
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27,822 | (4) | 15,000 | 42,822 | * | ||||||||||||
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David
L. Burns
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Director
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79,583 | (5) | 15,750 | 95,333 | * | ||||||||||||
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John
F. Burns
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Executive
Vice President/Director
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75,863 | (6) | 3,167 | 79,030 | * | ||||||||||||
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Mary
Clara Capel
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Director
|
2,969 | 9,000 | 11,969 | * | |||||||||||||
|
James
C. Crawford, III
|
Director
|
57,629 | (7) | 2,250 | 59,879 | * | ||||||||||||
|
James
G. Hudson, Jr.
|
Director
|
77,341 | (8) | 2,250 | 79,591 | * | ||||||||||||
|
George
R. Perkins, Jr.
|
Director
|
484,876 | 24,750 | 509,626 | 3.08 | % | ||||||||||||
|
Thomas
F. Phillips
|
Director
|
71,403 | (9) | 18,000 | 89,403 | * | ||||||||||||
|
Frederick
L. Taylor II
|
Director
|
13,692 | 9,000 | 22,692 | * | |||||||||||||
|
Virginia
C. Thomasson
|
Director
|
13,065 | 18,000 | 31,065 | * | |||||||||||||
|
Goldie
H. Wallace
|
Director
|
151,297 | 22,500 | 173,797 | 1.05 | % | ||||||||||||
|
A.
Jordan Washburn
|
Director
|
40,190 | 15,750 | 55,940 | * | |||||||||||||
|
Dennis
A. Wicker
|
Director
|
5,948 | 18,000 | 23,948 | * | |||||||||||||
|
John
C. Willis
|
Director
|
462,873 | (10) | 22,500 | 485,373 | 2.93 | % | |||||||||||
|
Non-Director Executive
Officers
|
||||||||||||||||||
|
Anna
G. Hollers
|
Executive
Vice President,
Chief
Operating Officer
and
Secretary
|
101,118 | (11) | 9,001 | 110,119 | |||||||||||||
|
Teresa
C. Nixon
|
Executive
Vice President &
Chief
Lending Officer
of
First Bank
|
37,773 | (12) | 22,501 | 60,274 | * | ||||||||||||
|
David
G. Grigg
|
President
of Montgomery
Data
Services, Inc.
|
48,908 | (13) | 8,808 | 57,716 | * | ||||||||||||
|
John
S. Long
|
Executive
Vice President
|
54,894 | (14) | 22,584 | 77,478 | * | ||||||||||||
|
Eric
P. Credle
|
Executive
Vice President &
Chief
Financial Officer
|
11,459 | (15) | 18,001 | 29,460 | * | ||||||||||||
|
Timothy
S. Maples
|
Senior
Vice President and
Investment
Officer
|
29,074 | (16) | — | 29,074 | * | ||||||||||||
|
Lee
C. McLaurin
|
Senior
Vice President &
Controller
|
11,165 | (17) | 9,000 | 20,165 | * | ||||||||||||
|
Directors
and Executive Officers as a Group (23 persons)
|
1,984,384 | (18) | 305,562 | 2,289,946 | 13.84 | % | ||||||||||||
* Indicates
beneficial ownership of less than 1%.
Page
9
____________________
Notes to
Table:
|
(1)
|
Unless
otherwise indicated, each individual has sole voting and investment power
with respect to all shares beneficially owned by such
individual. The “Number of Shares Owned” in the table above
includes executive officers’ reported shares in the 401(k) defined
contribution plan, which are voted by the plan trustee and not by the
shareholder for whom such shares are
listed.
|
|
(2)
|
Includes
6,268 shares held in the Company’s 401(k) defined contribution
plan.
|
|
(3)
|
Includes
1,493 shares held as custodian for his daughter, 473 shares held as a
custodian for his granddaughters, 68,736 shares held jointly with his
spouse, and 2,300 shares held by his
spouse.
|
|
(4)
|
Includes
2,514 shares held in the Company’s 401(k) defined contribution
plan.
|
|
(5)
|
Includes
46,833 shares held by Mr. Burns’ business
interests.
|
|
(6)
|
Includes
5,196 shares held in the Company’s 401(k) defined contribution
plan.
|
|
(7)
|
Includes
4,600 shares held as custodian for his children and 6,325 shares held by
his spouse.
|
|
(8)
|
Includes
2,790 shares held by his spouse and 2,799 shares held in the Company’s
401(k) defined contribution plan.
|
|
(9)
|
Includes
1,965 shares held by his spouse and 186 shares that his spouse owns
jointly with two of their children.
|
|
(10)
|
Includes
263,591 shares held by his spouse.
|
|
(11)
|
Includes
20,637 shares held in the Company’s 401(k) defined contribution plan and
13,075 shares held by her spouse.
|
|
(12)
|
Includes
16,208 shares held in the Company’s 401(k) defined contribution plan,
2,914 shares held by Ms. Nixon’s business interests, and 37 shares held in
trust for a minor.
|
|
(13)
|
Includes
12,976 shares held in the Company’s 401(k) defined contribution
plan.
|
|
(14)
|
Includes
182 shares held in the Company’s 401(k) defined contribution
plan.
|
|
(15)
|
Includes
4,608 shares held in the Company’s 401(k) defined contribution
plan.
|
|
(16)
|
Includes
3,885 shares held in the Company’s 401(k) defined contribution
plan.
|
|
(17)
|
Includes
5,615 shares held in the Company’s 401(k) defined contribution
plan.
|
|
(18)
|
The
number of shares held by directors and executive officers
includes 187,062 shares of the
Company’s stock that have been pledged as collateral by these persons for
loans received from the Company and other financial institutions, as
follows: Mr. Brown – 25,158 shares; Mr.
Hudson – 7,939
shares; Mr. Phillips – 32,976 shares; Ms.
Wallace – 97,516
shares; Ms. Hollers – 5,331 shares; Ms. Nixon – 11,292
shares; and Mr. Credle – 6,850
shares.
|
_______________________
SHAREHOLDERS
PROPOSALS FOR 2009 MEETING
Shareholders may submit proposals
appropriate for shareholder action at our 2009 annual meeting consistent with
the regulations of the Securities and Exchange Commission. For
proposals to be considered for inclusion in the proxy statement for the 2009
annual meeting, they must be received by the Company no later than December 4,
2008. Such proposals should be directed to First Bancorp, Attn. Anna
G. Hollers, 341 North Main Street, Troy, North Carolina
27371-0508.
Page
10
Our bylaws establish an advance
notice procedure for shareholder proposals to be brought before a meeting of
shareholders of the Company. Subject to any other applicable
requirements, only such business may be conducted at a meeting of the
shareholders as has been brought before the meeting by, or at the direction of,
the Board of Directors or by a shareholder who has given to the Secretary of the
Company timely written notice, in proper form, of the shareholder’s intention to
bring that business before the meeting. The presiding officer at such
meeting has the authority to make such determinations. To be timely,
notice of other business to be brought before any meeting must generally be
received by the Secretary of the Company not less than 60 nor more than 90 days
in advance of the first anniversary of the preceding year’s annual
meeting. However, if the date of the annual meeting is advanced by
more than 30 days or delayed by more than 60 days, notice must be given not
earlier than the 90th day
prior to such annual meeting and not later than the later of 60 days prior to
such annual meeting or the 10th day
following the day on which public announcement of the meeting is first
made. The notice of any shareholder proposal must set forth the
various information required under the bylaws. The person submitting
the notice must provide, among other things, the name and address under which
such shareholder appears on the Company's books and the class and number of
shares of the Company’s capital stock that are beneficially owned by such
shareholder. Any shareholder desiring a copy of the Company’s bylaws
will be furnished one without charge upon written request to the Secretary of
the Company at our address noted above.
INCORPORATION
BY REFERENCE
The SEC allows us to incorporate by
reference information into this Proxy Statement, which means that we can
disclose important information to you by referring you to another document that
we have filed separately with the SEC. The information incorporated
by reference is deemed to be part of this Proxy Statement.
This Proxy Statement incorporates by
reference the following items of our annual report on Form 10-K for the year
ended December 31, 2007 (Form 10-K) and our quarterly report on Form 10-Q for
the quarter ended September 30, 2008 (Form 10-Q):
|
|
·
|
Management’s
discussion and analysis of financial condition and results of operations
appearing in Part II, Item 7 of our Form 10-K and Part I, Item 2 of our
Form 10-Q;
|
|
|
·
|
Quantitative
and qualitative disclosures about market risk appearing in Part II, Item
7A of our Form 10-K and Part I, Item 3 of our Form
10-Q;
|
|
|
·
|
Our
financial statements and supplementary data appearing in Part II, Item 8
of our Form 10-K and Part 1, Item 1 of our Form 10-Q;
and
|
|
|
·
|
Changes
in and disagreements with accountants on accounting and financial
disclosures appearing in Part II.
|
ACCOUNTANTS’
ATTENDANCE AT SPECIAL MEETING
Representatives of Elliot Davis, PLLC,
our independent auditors, are not expected to be present at the special
meeting.
FORWARD-LOOKING
STATEMENTS
This
Proxy Statement contains or incorporates by reference statements that could be
deemed forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform
Act, 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,” or other statements
concerning opinions or judgment 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 our customers, our level of success in
integrating acquisitions, actions of government regulators, the level of market
interest rates, and general economic conditions.
Page
11
DELIVERY
OF PROXY STATEMENTS AND
NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIALS
As permitted by the Securities
Exchange Act of 1934, as amended, only one copy of the proxy statement is being
delivered to shareholders residing at the same address, unless such shareholders
have notified us of their desire to receive multiple copies of the proxy
statement. Additionally, some shareholders have consented to be
excluded from the mailing of the proxy statement, and instead only be notified
of the internet web address where they can access the proxy statement
electronically. The internet address where this proxy statement can
be accessed is www.cfpproxy.com/3958sm.
We will promptly deliver, upon oral
or written request, a separate copy of the proxy statement to any shareholder
residing at an address to which only one copy was mailed or to shareholders who
originally consented to only receive notice of internet
availability. Requests for additional copies and/or requests for
multiple copies of the proxy statement in the future should be directed to First
Bancorp, Attn. Anna G. Hollers, 341 North Main Street, Troy, North Carolina
27371-0508, or by calling 1-800-548-9377 and asking to speak to Anna
Hollers.
Shareholders residing at the same
address and currently receiving multiple copies of the proxy statement may
contact us as noted above to request that only a single copy of the proxy
statement be mailed in the future. Shareholders who prefer not to
receive copies of the proxy statement, and instead be notified of the internet
address where this proxy statement can be accessed, can make that request by
visiting www.cfpproxy.com/3958sm and following the instructions.
OTHER
MATTERS
As of the date of this proxy
statement, the Board of Directors does not know of any other business to be
presented for consideration or action at the annual meeting. If other
matters properly come before the annual meeting, the enclosed proxy will be
deemed to confer discretionary authority to the individuals named as proxies
therein to vote the shares represented by such proxy as to any such
matters.
By Order
of the Board of Directors,
Anna
G. Hollers
Secretary
___________________________
November
14, 2008
Page
12
Directions
to the
James
H. Garner Conference Center
Location
of the 2008
First
Bancorp Special Shareholders’ Meeting
Thursday,
December 11, 2008 – 10:00 A.M.
Page
13
First
Bancorp
This
Proxy is Solicited on Behalf of the Board of Directors
The
undersigned hereby appoints Jerry L. Ocheltree and Anna G. Hollers,
and each of them, attorneys and proxies with full power of substitution, to act
and vote as designated below the shares of common stock of First Bancorp held of
record by the undersigned on November 7, 2008, at the special meeting of
shareholders to be held on December 11, 2008, or any adjournment or adjournments
thereof.
|
|
1.
|
PROPOSAL
to amend the articles of incorporation of First Bancorp to authorize a new
class of 5,000,000 shares of preferred
stock.
|
|
|
o FOR o AGAINST o ABSTAIN
|
|
|
2.
|
In
their discretion, the proxies are authorized to vote on any other business
that may properly come before the
meeting.
|
|
|
3.
|
Do
you plan to attend the December 11, 2008 special
meeting? o YES o
NO
|
This
proxy when properly executed will be voted as directed
herein. If no direction is made, this proxy will be voted “FOR”
Proposal 1. The Board of Directors recommends a vote “FOR”
Proposal 1.
|
Dated
|
,
2008
|
||
|
Signature
|
|||
|
Signature
(if jointly held)
|
|||
|
(Please
sign exactly as the name appears on this proxy. If signing as
attorney, administrator, executor, guardian, or trustee, please give title
as such. If a corporation, please sign in full corporate
name by the President or other authorized officers. If a
partnership, please sign in partnership name by authorized
person.)
|
|||
Please
mark, sign, date and return promptly in the envelope
provided. If you attend the meeting, you may withdraw your
proxy and vote in person. If you wish to vote by telephone or
internet, please read the instructions below.
Page
14
INSTRUCTIONS
FOR VOTING YOUR PROXY
Shareholders
of record have three alternative ways of voting their proxies:
1. By
Mail (traditional method); or
2. By
Telephone (using a Touch-Tone Phone); or
3. By
Internet
Your
telephone or Internet vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed, dated and returned your proxy
card. Please note all votes cast via the telephone or Internet
must be cast prior to 3:00 a.m., Eastern Daylight Time, on December 11,
2008.
|
Vote
by Telephone
|
Vote
by Internet
|
|
It’s
fast, convenient and immediate!
|
It’s
fast, convenient, and your vote isimmediately confirmed and
posted.
|
|
Call
Toll-Free on a Touch-Tone Phone: 1-866-287-9707
|
immediately
confirmed and posted.
|
|
Follow
these four easy steps:
|
Follow
these four easy steps:
|
|
1.
Read the accompanying Proxy Statement and Proxy Card
|
1.
Read the accompanying Proxy Statement and Proxy Card
|
|
2.
Call the toll-free number:
1-866-287-9707
|
2.
Go to the website:
https://www.proxyvotenow.com/fbnc
|
|
3.
Enter the 9 digit Control Number located on your Proxy Card
below.
|
3.
Enter your 9 digit Control Number located on your Proxy Card
below.
|
|
4.
Follow the recorded instructions
|
4.
Follow the instructions on the website.
|
|
Your
vote is important!
Call
1-866-287-9707 anytime
|
Your
vote is important!
Go
to https://www.proxyvotenow.com/fbnc
|
It
is not necessary to return your proxy card if you are voting by telephone or
internet.
Please
note that the last vote received, whether by telephone, internet, or by mail,
will be the vote counted.
For
Telephone/Internet Voting:
Control
Number
|
Control
Number Provided Here
|