------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 11, 2005 ---------------- FIRST NATIONAL LINCOLN CORPORATION (Exact name of Registrant as specified in charter) MAINE (State or other jurisdiction of incorporation) 0-26589 01-0404322 (Commission file number) (IRS employer identification no.) Main Street, Damariscotta, Maine 04853 (Address of principal executive offices) (Zip Code) (207) 563-3195 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: [X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) ------------------- ------------------------------------------------------------------------------- TABLE OF CONTENTS Item 8.01 Other Events .............................................. Page 1 Item 9.01 Financial Statements and Exhibits. ........................ Page 1 Signatures ......................................................... Page 2 Exhibit Index ...................................................... Page 3 Section 8 - Other Events Item 8.01 Other Events. On January 11, 2005, the Registrant issued the press release filed herewith as Exhibit 99.1 announcing the shareholders of First National Lincoln Corporation and FNB Bankshares had approved the merger between the two companies. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. -------- The following Exhibits are being furnished herewith: 99.1 Registrant's Press Release dated January 11, 2005. Page 1 SIGNATURE 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. FIRST NATIONAL LINCOLN CORPORATION By: /s/ F. STEPHEN WARD --------------------- F. Stephen Ward Treasurer and Chief Financial Officer Dated: January 12, 2005 Page 2 Exhibit Index ------------- Exhibit Number Description of Exhibit ------ ---------------------- 99.1 Registrant's Press Release dated January 11, 2005. Page 3