UNITEDTable STATESof Contents

INDEXTable of Contents

AsTable previously reported, on April 26, 2011, Bank of Granite Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FNB United Corp., a North Carolina corporation (“FNB”), and Gamma Merger Corporation, a Delaware corporation and newly-created wholly-owned subsidiary of FNB (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation in the Merger and a wholly-owned subsidiary of FNB. Contents

3Table of Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES DCAND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~ DC 20549

~~CURRENT~~FORM ~~REPORT~~ 8-K

~~Pursuant~~CURRENT toREPORT ~~Section 13 or 15(d) of the~~

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~ September 1620, 2011

Bank of Granite Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware		0-15956		56-1550545
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

P.O. Box 128, 23 North Main Street

Granite Falls, North Carolina 28630

(Address of Principal Executive Offices) (Zip Code)

(828) 496-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x [ ] 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))

	Page
Item 1.01 – Entry into a Material Definitive Agreement		3
Item 9.01 – Financial Statements and Exhibits		4
Signatures		5

INDEX


		Page

Item 3.01 – Notice of Delisting or Failure to Satisfy A Continued Listing Rule or Standard; Transfer of Listing		3

Signatures		4

~~Item 1.01.~~2 ~~Entry into a Material Definitive Agreement.~~

~~Upon consummation of the Merger, each outstanding share of the Company’s common stock, par value $1~~Item 3.~~00 per~~01 ~~share,~~Notice ~~other than those held by the Company, FNB, Merger Sub or any~~ of ~~their~~Delisting ~~respective wholly-owned subsidiaries that are not owned by such parties, in a fiduciary capacity~~ or asFailure ato ~~result~~Satisfy ofA ~~debts~~Continued ~~previously contracted, will be converted into~~Listing ~~the~~Rule ~~right~~or toStandard; ~~receive 3.375 shares of FNB’s common stock, par value $2.50 per share.~~

~~One~~ Transfer of the conditions to the closing of the Merger is the settlement of indebtedness of CommunityONE Bank, National Association, a wholly-owned subsidiary of FNB (“CommunityONE”), outstanding and held by SunTrust Bank for cash at the discounted values specified in the Merger Agreement (the “SunTrust Settlement”)Listing.

On September 20, 2011, Bank of Granite Corporation (the ~~terms~~“Company”) ~~and~~received ~~subject~~a towritten notice from The Nasdaq Stock Market of the ~~conditions~~Nasdaq ~~set~~staff’s ~~forth~~determination inthat the Company has not provided a ~~letter~~definitive ~~agreement,~~plan ~~dated~~evidencing ~~May 31,~~its ~~2011~~ability to achieve near-term compliance with all of the continued listing requirements of The Nasdaq Capital Market and, ~~between~~in ~~CommunityONE~~particular, ~~and~~Rule ~~SunTrust~~5550(a)(2), ~~Bank~~the bid price rule. Accordingly, ~~SunTrust~~unless ~~Bank~~the ~~has~~Company ~~preliminarily~~requests ~~agreed~~an toappeal ~~settle~~of ~~CommunityONE~~this staff determination, trading of the Company’s ~~indebtedness~~common ~~for~~stock ~~cash~~will inbe ~~amount~~suspended ~~equal~~at tothe ~~35%~~opening of ~~the~~business ~~principal~~on ~~thereof~~September 29, ~~plus~~2011, and ~~100%~~a ofForm 25-NSE will be filed with the ~~unpaid~~Securities and ~~accrued~~Exchange ~~interest~~Commission, onwhich will remove the ~~debt~~Company’s ascommon ofstock from the ~~closing~~ ~~date~~listing ofand ~~the~~registration ~~Merger~~on The Nasdaq Stock Market.

OnThe ~~June 16,~~Company ~~2011,~~intends ~~FNB,~~to ~~Merger~~request ~~Sub~~an ~~and~~appeal of the ~~Company~~staff’s ~~entered~~determination ~~into Amendment No. 1~~ to the ~~Merger~~Nasdaq ~~Agreement (the~~panel ~~“Amendment”)~~by toSeptember 27, 2011, ~~increase~~which ~~the~~request ~~discounted~~will ~~settlement~~stay ~~amount~~the suspension of the ~~SunTrust~~Company’s ~~indebtedness~~common ~~specified~~stock inand ~~the~~filing ~~Merger~~of ~~Agreement~~the ~~from~~Form 25%-NSE topending ~~35% of~~ the ~~principal~~panel’s ~~thereof,~~decision. ~~plus~~The ~~100%~~Company’s ofcommon ~~the~~stock ~~unpaid~~will ~~and~~continue ~~accrued~~to ~~interest~~trade on ~~the~~The ~~debt~~Nasdaq asCapital ofMarket under the symbol ~~closing~~“GRAN” ~~date~~during of the ~~Merger~~appeals period.

~~The~~3 ~~foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.~~

Bank of Granite Corporation

June 16, 2011

/s/ Jerry A. Felts

Jerry A. Felts

Chief Operating Officer and Chief Financial Officer

~~Item 9.01.~~Signatures ~~Financial Statements and Exhibits.~~

~~2.1~~Pursuant ~~Amendment~~to ~~No.~~the 1,requirements ~~dated~~of ~~June 16, 2011, to~~ the ~~Agreement~~Securities ~~and~~Exchange ~~Plan~~Act of ~~Merger~~1934, ~~dated~~the ~~April~~registrant ~~26,~~has ~~2011,~~duly bycaused ~~and~~this ~~among~~report ~~FNB~~to ~~United~~be signed ~~Corp.,~~on ~~Gamma~~its ~~Merger~~behalf ~~Corporation~~by ~~and~~the ~~Bank~~undersigned ofhereunto ~~Granite~~duly ~~Corporation~~authorized.

Forward-Looking Statements


	Bank of Granite Corporation

September 26, 2011	By:	/s/ Jerry A. Felts
		Jerry A. Felts
		Chief Operating Officer and
		Chief Financial Officer

~~This~~4 Form 8-K and the attached exhibit may contain statements that may be deemed forward looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, including statements concerning the Company’s plans for the Merger, the conditions necessary for closing on the Merger, the plans and objectives of management for future operations, the future economic performance of the Company or any of the assumptions underlying or relating to any of the foregoing. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from these statements. Such statements are often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of the Company and its management about future events. There can be no assurance that the Company will be able to close on the Merger, or that other actual results, performance or achievements of the Company will not differ materially from those expressed or implied by forward looking statements. The accuracy of such forward looking statements could be affected by certain factors, including but not limited to, the Company’s ability to complete the transaction announced today. For additional factors that could affect the matters discussed in forward looking statements, see the “Risk Factors” section in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.

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.

Filing Compare · BANK OF GRANITE CORP