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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WEST COAST BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
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(Title of Class of Securities)
951907 10 7
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(CUSIP Number)
PETER MORTENSEN
CHAIRMAN AND PRESIDENT
F.N.B. CORPORATION
HERMITAGE SQUARE
HERMITAGE, PENNSYLVANIA 16148-3389
(412) 981-6000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER 15, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.)
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities and
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
Page 1 of 17 Pages
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CUSIP No. 951907 10 7 SCHEDULE 13D Page 2 of 18 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
F.N.B. CORPORATION, IRS IDENTIFICATION NO.: 25-1255406
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(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
N/A
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(3) SEC Use Only
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(4) SOURCE OF FUNDS
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
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(6) Citizenship or Place of Organization
PENNSYLVANIA
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(7) Sole Voting Power
Number of 463,491
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 463,491
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
463,491
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
N/A
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(13) Percent of Class Represented by Amount in Row (11)
23.5%
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(14) Type of Reporting Person
CO, HC
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Page 2 of 17 Pages
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $1.00 par value per share
("West Coast Common Stock," an individual share of which, a "Share"), of West
Coast Bancorp, Inc. ("West Coast"), a corporation organized and existing under
the laws of the State of Florida and registered as a bank holding company under
the Bank Holding Company Act of 1956, as amended (the "BHCA"). The principal
executive offices of West Coast are located at 2724 Del Prado Boulevard South,
Cape Coral, Florida 33904.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by F.N.B. Corporation ("FNB"), a corporation
organized and existing under the laws of the Commonwealth of Pennsylvania and
registered as a bank holding company under the BHCA. Through its subsidiaries,
FNB provides a wide range of financial services to individuals and businesses
located in Pennsylvania, eastern Ohio and southwestern New York. FNB's
principal offices are located at Hermitage Square, Hermitage, Pennsylvania
16148-3389.
Each executive officer and each director of FNB is a citizen of the United
States. The name, business address, and present principal occupation of each
executive officer and director is set forth in Exhibit 1 to this Schedule 13D
and is specifically incorporated herein by reference.
During the last five years, neither FNB nor, to the best of FNB's
knowledge, any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which FNB or such person was or is
subject to a judgment, decree, or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a stock option agreement, dated November 15, 1996, by and
between West Coast and FNB (the "West Coast Option Agreement"), West Coast has
granted FNB an irrevocable option to purchase Shares covered by this Schedule
13D (the "West Coast Option"). Specifically, the West Coast Option grants FNB
the right to purchase up to 426,991 Shares (approximately 19.9% of the number
of Shares outstanding on November 15, 1996, including the exercise of all
presently outstanding stock options, but without giving effect to the
issuance of any Shares pursuant to an exercise of the West Coast Option),
subject to certain adjustments, at a price, subject to certain adjustments, of
$15.00 per Share. The West Coast Option was granted by West Coast as a
condition of and in consideration for FNB's entering into the Agreement and
Plan of Merger, dated as of November 15, 1996 by and among FNB, Southwest
Banks, Inc. ("Southwest"), a Florida corporation which will be a wholly-owned
subsidiary of FNB, and West Coast (the "Merger Agreement").
Page 3 of 17 Pages
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The exercise of the West Coast Option for the full number of Shares
currently covered thereby would require aggregate funds of $6,404,865. It is
anticipated that, should the West Coast Option become exercisable and should
FNB elect to exercise the West Coast Option, FNB would obtain the funds for
purchase from working capital.
A copy of the West Coast Option Agreement is included as Exhibit 4.1 to
FNB's Current Report on Form 8-K dated November 15, 1996 (the "FNB Form 8-K")
and is incorporated herein by reference in its entirety.
ITEM 4. PURPOSE OF TRANSACTION.
On November 15, 1996, immediately before the execution and delivery of the
West Coast Option Agreement, FNB, Southwest and West Coast entered into the
Merger Agreement, pursuant to which West Coast will, subject to the conditions
and upon the terms stated therein, merge with and into Southwest (the
"Merger"), with Southwest surviving the Merger as a wholly-owned subsidiary of
FNB. The West Coast Option was granted by West Coast as a condition of and in
consideration for FNB entering into the Merger Agreement.
In accordance with the Merger Agreement, each share (other than shares
held by FNB or any of its subsidiaries other than in a fiduciary capacity or as
a result of debts previously contracted) of West Coast Common Stock outstanding
immediately prior to the effective time of the Merger (the "Effective Time")
will at the Effective Time be converted into the right to receive 0.794 of a
share (the "Exchange Ratio") of FNB common stock, subject to the terms and
conditions of the Merger Agreement. At the Effective Time, each share of FNB
common stock issued and outstanding immediately prior to the Effective Time
will be unchanged and will remain issued and outstanding.
The articles of incorporation and by-laws of Southwest in effect
immediately prior to the effective time shall be the articles of incorporation
and by-laws of the surviving corporation. Following the merger, the Shares will
be delisted.
In connection with their approval of the Merger Agreement, the members of
the Board of Directors of West Coast are to vote their shares in favor of
the Merger and Merger Agreement at the West Coast Shareholder's meeting which
will consider the Merger and Merger Agreement.
The Merger is subject to customary closing conditions, including, among
other things, approval of the Merger and Merger Agreement by the shareholders
of West Coast, the receipt of certain regulatory approvals, the receipt from
counsel of a favorable legal opinion with respect to the tax consequences of
the transactions contemplated by the Merger Agreement, and the receipt from
Ernst & Young LLP, FNB's independent public accountants, of a favorable opinion
with respect to the pooling of interests accounting treatment of the Merger.
In addition, the Merger is conditioned upon the effectiveness of a registration
statement to be filed by FNB with the Securities and Exchange Commission (the
"SEC") with respect to the shares of FNB common stock to be issued in the
Merger, and the absence of any legal restraint or injunction. None of the
foregoing approvals has yet been obtained, and there is no assurance as to if or
when such approvals will be obtained. The Merger and the transactions
contemplated by the Merger Agreement will be submitted
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for approval of the stockholders of West Coast at a meeting that is expected to
occur in the first quarter of 1997.
The Merger Agreement contains certain covenants of the parties regarding
the conduct of their respective businesses pending the consummation of the
Merger. Both parties agreed not to take any action which would adversely affect
the ability of any party to obtain the required consents or to perform its
covenants and agreements under the Merger Agreement. FNB also agreed to
continue to conduct its business in a manner designed, in its reasonable
judgment, to enhance the long-term value of its common stock and its business
prospects. West Coast agreed to operate its business in the ordinary course
consistent with past practice, to preserve intact its business organization and
assets and to use reasonable efforts to maintain its current employee
relationships. West Coast also agreed that it would not, among other things,
amend its articles of incorporation or by-laws; would not repurchase, redeem or
otherwise acquire or exchange (other than exchanges in the ordinary course
under employee benefit plans) any shares or any securities convertible into any
shares of the capital stock of West Coast; except pursuant to the Merger
Agreement, the West Coast Stock Option Agreement, stock options then
outstanding or as otherwise disclosed, would not issue, sell, pledge, encumber,
authorize the issuance of, enter into any such contract or to otherwise permit
to become outstanding any additional Shares or any other capital stock or any
stock appreciation rights, or any option, warrant, conversion or other right to
acquire any such stock, or any security convertible into any such stock; and
would not adjust, split, combine or reclassify any capital stock of West Coast.
The Merger Agreement further contains certain restrictions on West Coast
relating to, among other things, the incurrence of additional indebtedness and
the imposition or continued existence of liens, the sale or encumbrance of the
capital stock of any of its subsidiaries or of the assets of West Coast or any
of its subsidiaries, the purchase of securities or the making of material
investments, the making of certain increases in employee and director
compensation, modifications to certain employee benefit plans or employment
contracts or the adoption or entry into of new ones, changes in tax and
accounting methods, the commencement or settlement of litigation, the
modification or termination of material contracts and the disposition of
assets.
The Merger Agreement further restricts West Coast from soliciting or
encouraging any inquiries or proposals, or participating in any negotiations or
discussions or providing any non-public information with respect to or
concerning any acquisition proposal, including any proposal for a tender offer,
merger, acquisition of a substantial equity interest in, or a substantial
portion of the assets of West Coast or its subsidiaries, unless otherwise
required by the fiduciary duties of West Coast's board of directors.
The Merger Agreement provides that the Board of Directors of Southwest's
subsidiary banks after the Effective Time will include the current members of
the West Coast Board of Directors for at least one year. It is expected that
the Board of Directors of FNB and Southwest will continue with their current
members.
The Merger Agreement may be terminated (i) by mutual consent of the
parties; (ii) by a non-breaching party if the other party (a) provided that the
terminating party is also not in material breach of its Merger Agreement,
materially breaches any of the representations or warranties contained in the
Merger Agreement, or (b) breaches any material covenant or agreement contained
in the Merger Agreement, in each case if such breach has not been or cannot be
cured within thirty days after
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notice; (iii) by any party if certain required regulatory approvals or consents
are not obtained; (iv) by any party if West Coast's shareholders do not approve
the Merger Agreement at the shareholders' meeting where the transactions are
presented to such shareholders for approval and voted upon; (v) by either FNB or
West Coast if the Merger is not consummated by September 30, 1997, unless the
failure to consummate the Merger is due to a breach by the party seeking to
terminate its obligations under the Merger Agreement; (vi) by either party,
provided that the terminating party is also not in material breach of the Merger
Agreement, if any of the conditions precedent to the obligation of such party to
consummate the Merger cannot be satisfied or fulfilled by September 30, 1997;
(vii) by FNB in the event dissenters' rights are claimed, in accordance with
Florida law, by persons owning in the aggregate more than 10% of the issued and
outstanding West Coast Common Stock; (viii) by West Coast, if at any time prior
to the Effective Time of the Merger, the fairness opinion of West Coast's
financial advisor is withdrawn; (ix) by West Coast if prior to the Effective
Time of the Merger, any entity makes a bona fide proposal for any tender offer,
exchange offer, merger, acquisition of all the stock or assets of, or other
business combination involving such party and West Coast, with respect to which
offer the West Coast Board of Directors determines, in its good faith judgment
and in the exercise of its fiduciary duties, is more favorable to the West Coast
shareholders; or (x) by West Coast, if its Board of Directors determines by
majority vote, upon 24 hours written notice to FNB, that the average of the high
bid and low asked prices of FNB Common Stock for the ten consecutive trading
days prior to the fifth day before the Effective Date is less than $20.625 per
share.
In the event of the termination and abandonment of the Merger Agreement
following the occurrence of an Initial Triggering Event (as defined hereinafter
and in the West Coast Option Agreement), the Merger Agreement provides that FNB
shall be entitled to a cash payment from West Coast in an amount equal to
$500,000 upon the occurrence of any Subsequent Triggering Event (as defined
hereinafter and in the Stock Option Agreement) prior to an Exercise Termination
Date (as defined hereinafter and in the Stock Option Agreement). In the event
the Merger Agreement is terminated as a result of FNB's failure to satisfy any
of its representations, warranties or covenants set forth therein, the Merger
Agreement provides that FNB shall reimburse West Coast for its reasonable
out-of-pocket expenses relating to the Merger in an amount not to exceed
$250,000.
The West Coast Option Agreement provides for the purchase by FNB of up to
426,991 Shares, subject to certain adjustments (the "West Coast Option Shares")
at an exercise price, subject to certain adjustments, of $15 per share, payable
in cash. The West Coast Option Shares, if issued pursuant to the West Coast
Option Agreement, would represent approximately 19.9% of the West Coast Common
Stock issued and outstanding without giving effect to the issuance of any
Shares pursuant to an exercise of the West Coast Option.
The number of Shares subject to the West Coast Option will be increased or
decreased to the extent that West Coast issues additional Shares (otherwise
than pursuant to an exercise of the West Coast Option) or redeems, repurchases,
retires or otherwise causes to be no longer outstanding Shares such that the
number of Shares subject to the West Coast Option continues to equal 19.9% of
the West Coast Common Stock then issued and outstanding, including the exercise
of all presently outstanding stock options, but without giving effect to the
issuance of Shares pursuant to an exercise of the West Coast Option. In the
event of any change in, or distributions in respect of, the West Coast Common
Stock by reasons of stock dividends, splitups, mergers, recapitalizations,
combinations, subdivisions, conversions, exchanges of shares,
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distributions on or in respect of the West Coast Common Stock that would be
prohibited under the terms of the Merger Agreement, or the like, the type and
number of Shares subject to the West Coast Option, and the applicable exercise
price per West Coast Option Share, will be appropriately adjusted in such manner
as to fully preserve the economic benefits provided under the West Coast Option
Agreement.
FNB or any other holder or holders of the West Coast Option (collectively,
the "Holder") may exercise the West Coast Option, in whole or in part by
sending written notice after the occurrence of an "Initial Triggering Event"
and a "Subsequent Triggering Event" prior to termination of the West Coast
Option. The term "Initial Triggering Event" is defined as the occurrence of any
of the following events:
(i) West Coast or any of its subsidiaries (each a "West Coast
Subsidiary"), without having received FNB's prior written consent, shall have
entered into an agreement to engage in an Acquisition Transaction (as
hereinafter defined) with any person (the term "person" for purposes of the
West Coast Option Agreement having the meaning assigned thereto in Sections
3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and the rules and regulations thereunder) other than FNB or any of
its Subsidiaries (each an "FNB Subsidiary") or the Board of Directors of West
Coast shall have recommended that the stockholders of West Coast approve or
accept any such Acquisition Transaction. For purposes of the West Coast Option
Agreement, "Acquisition Transaction" shall mean (x) a merger or consolidation,
or any similar transaction involving West Coast or any Significant Subsidiary
(as defined in Rule 1-02 of Regulation S-X promulgated by the Securities and
Exchange Commission (the "SEC")) of West Coast, (y) a purchase, lease, or other
acquisition of all or a substantial portion of the assets or deposits of West
Coast or any Significant Subsidiary (as defined in the West Coast Option
Agreement) of West Coast ,or (z) a purchase or other acquisition (including by
way of merger, consolidation, share exchange or otherwise) of securities
representing 15 percent or more of the voting power of West Coast.
(ii) Any person (excluding the officers and directors of West Coast) other
than FNB, any FNB Subsidiary, or any West Coast Subsidiary acting in a
fiduciary capacity in the ordinary course of its business shall have acquired
beneficial ownership or the right to acquire beneficial ownership of 15 percent
or more of the outstanding shares of West Coast Common Stock (the term
"beneficial ownership" for purposes of the West Coast Option Agreement having
the meaning assigned thereto in Section 13(d) of the 1934 Act, and the rules
and regulations thereunder);
(iii) The shareholders of West Coast shall not have approved the
transaction contemplated by the Merger Agreement at the shareholder meeting
held for that purpose, or such meeting shall not have been held or shall have
been cancelled prior to termination of the Merger Agreement, in either case,
after the Board of Directors of West Coast shall have withdrawn or modified, or
publicly announced its interest to withdraw or modify, its recommendation that
the stockholders of West Coast approve the transactions contemplated by the
Merger Agreement, or after West Coast or any West Coast Subsidiary, without
having received FNB's prior written consent, shall have authorized,
recommended, proposed, or publicly announced its intention to authorize,
recommend, or propose, to engage in an Acquisition Transaction with any person
other than FNB or an FNB Subsidiary;
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(iv) Any person other than FNB or any FNB Subsidiary shall have made a
bona fide proposal to West Coast or its stockholders to engage in an
Acquisition Transaction, which proposal has an economic value equivalent to or
in excess of that of FNB;
(v) West Coast shall have willfully breached any covenant or obligation
contained in the Merger Agreement in anticipation of engaging in an Acquisition
Transaction and such breach would entitle FNB to terminate the Merger
Agreement; or
(vi) Any person other than FNB or any FNB Subsidiary, other than in
connection with a transaction to which FNB has given its prior written consent,
shall have filed an application or notice with the Federal Reserve Board, or
other federal or state bank regulatory authority, which application or notice
has been accepted for processing, for approval to engage in an Acquisition
Transaction.
"Subsequent Triggering Event" is defined as either (A) the acquisition by
any person of beneficial ownership of 25 percent or more of the then
outstanding West Coast Common Stock, or (B) the occurrence of the Initial
Triggering Event described in clause (i) above, except that the percentage
referred to in subclause (z) thereof shall be 25 percent.
After a Subsequent Triggering Event prior to the termination of the West
Coast Option, FNB (on behalf of itself or any subsequent Holder) may demand
that the West Coast Option and the related West Coast Option Shares be
registered under the Securities Act of 1933, as amended (the "Securities Act").
Upon such demand, West Coast must effect such registration promptly, subject to
certain exceptions. FNB is entitled to two such registrations. In addition, if
at any time after the occurrence of a Subsequent Triggering Event that occurs
prior to the termination of the West Coast Option Agreement, West Coast
proposes to register any of its equity securities under the 1933 Act, on a form
and in a manner which would permit registration of the West Coast Option Shares
for sale to the public, West Coast will notify FNB of such intention and permit
the inclusion of the West Coast Option Shares in such registration statement.
The West Coast Option terminates at or upon, and each of the following
constitutes an Exercise Termination Event, (i) the Effective Time, (ii) except
in certain enumerated circumstances, termination of the Merger Agreement in
accordance with the terms thereof prior to the occurrence of an Initial
Triggering Event, or (iii) twelve months (subject to extension to obtain
regulatory approvals, allow statutory waiting periods to expire, and to avoid
liability under Section 16(b) of the 1934 Act) after termination of the Merger
Agreement following the occurrence of an Initial Triggering Event.
Upon the occurrence of a Repurchase Event (as hereinafter defined) that
occurs prior to an Exercise Termination Event, (i) at the request of the Holder
delivered prior to the Exercise Termination Event, West Coast shall repurchase
the West Coast Option from the Holder at a price ("West Coast Option Repurchase
Price") equal to the amount by which (x) the "Market/Offer Price" (as
hereinafter defined) exceeds (y) the then applicable West Coast Option exercise
price, multiplied by the number of shares for which the West Coast Option may
than be exercised; and (ii) at the request of the owner of West Coast Option
Shares from time to time (the "Owner") delivered prior to the Exercise
Termination Event, West Coast shall repurchase such number of West Coast Option
Shares from the Owner as the Owner designates at a price per share (the "West
Coast Option Share
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Repurchase Price") equal to the "Market/Offer Price." "Market/Offer Price"
means the highest of (A) the price per share of West Coast Common Stock at
which a tender offer or exchange offer therefor has been made, (B) the price
per share of West Coast Common Stock to be paid by any third party pursuant to
an agreement with West Coast, (C) the highest closing price for shares of West
Coast Common Stock within the three-month period immediately preceding the date
the Holder gives notice of the required repurchase of the West Coast Option or
the Owner gives notice of the required repurchase of West Coast Option Shares,
as the case may be, and (D) in the event of the sales of all or a substantial
portion of West Coast's assets, the sum of the net price paid in such sale for
such assets and the current market value of the remaining assets of West Coast
divided by the number of shares of West Coast Common Stock then outstanding.
"Repurchase Event" means (i) the consummation of certain mergers,
consolidations or similar transactions involving West Coast or any purchase,
transfer or other acquisition of all or a substantial portion of the assets of
West Coast by any person other than FNB or a FNB subsidiary, other than any
such transaction which would not constitute an Acquisition Transaction (as
defined above) or (ii) the acquisition by any person of beneficial ownership of
50% or more of the then outstanding shares of West Coast Common Stock.
In the event that prior to termination of the West Coast Option, West
Coast enters into an agreement (i) to consolidate with or merge into any person
other than FNB or one of its subsidiaries and shall not be the continuing or
surviving corporation of such consolidation or merger, (ii) to permit any
person other than FNB or one of its subsidiaries to merge into West Coast with
West Coast as the continuing or surviving corporation, but in connection
therewith the then outstanding shares of West Coast Common Stock are changed
into or exchanged for securities of any other person or cash or any other
property, or the then outstanding shares of West Coast Common Stock after such
merger represent less than 50% of the outstanding voting shares and voting
share equivalents of the merged company, or (iii) to sell or transfer all or
substantially all of its assets to any entity other than FNB or one of its
subsidiaries, then such agreement shall provide that the West Coast Option be
converted into or exchanged for an option (a "Substitute Option") to purchase
shares of common stock of, at the Holder's option, either (x) the continuing or
surviving corporation of a merger or consolidation or the transferee of all or
substantially all of West Coast's assets, or (y) the person controlling such
continuing or surviving corporation or transferee. The number of shares subject
to the Substitute Option and the exercise price per share will be determined in
accordance with a formula in the West Coast Option Agreement. To the extent
possible, the Substitute Option will contain terms and conditions that are the
same as those in the West Coast Option.
The issuer of the Substitute Option will be required to repurchase the
Substitute Option at the request of the holder thereof and to repurchase any
shares of such issuer's common stock ("Substitute Common Stock") issued upon
exercise of a Substitute Option ("Substitute Shares") at the request of the
owner thereof. The repurchase price for a Substitute Option will equal the
amount by which (A) the "Highest Closing Price" (as defined below) exceeds (B)
the exercise price of the Substitute Option, multiplied by the number of shares
of Substitute Common Stock for which the Substitute Option may then be
exercised. The repurchase price for the Substitute Shares shall equal the
"Highest Closing Price" multiplied by the number of Substitute Shares to be
repurchased. As used herein, "Highest Closing Price" means the highest closing
price for shares of Substitute Common Stock within the three-month period
immediately preceding the date the holder gives notice of the required
repurchase of the Substitute Option or the owner gives notice of the required
repurchase of Substitute Shares, as the case may be.
Page 9 of 17 Pages
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Neither West Coast nor FNB may assign any of its respective rights and
obligations under the West Coast Option Agreement or the West Coast Option to
any other person without the other party's express written consent, except that
if a Subsequent Triggering Event occurs prior to termination of the West Coast
Option, FNB, subject to the express provisions hereof, may assign in whole or
in part its rights and obligations thereunder; provided, however, that until 30
days after the Federal Reserve Board approves an application by FNB to acquire
the West Coast Option Shares, FNB may not assign its rights under the West
Coast Option except in (i) a widely dispersed public distribution, (ii) a
private placement in which no one party acquires the right to purchase in
excess of 2% of the voting shares of West Coast, (iii) an assignment to a
single party for the purpose of conducting a widely dispersed public
distribution on FNB's behalf, or (iv) any other manner approved by the Federal
Reserve Board.
The rights and obligations of West Coast and FNB under the West Coast
Option Agreement are subject to receipt of any required regulatory approvals,
and both parties have agreed to use their best efforts in connection therewith.
These include, but are not limited to, applying to the Federal Reserve Board
for approval to acquire the West Coast Option Shares.
The foregoing descriptions of the Merger Agreement and the West Coast
Option Agreement are qualified in their entirety by reference to copies of each
of such documents which are included as Exhibits 2.1 and 4.1, respectively, to
the FNB Form 8-K dated November 15, 1996 and are incorporated herein by
reference in their entirety.
On November 15, 1996, FNB announced the anticipated Merger and the terms
of the Merger Agreement with West Coast, a copy of the November 15 press
release is attached as Exhibit 99.1 to the FNB Form 8-K and is incorporated
herein by reference in its entirety.
West Coast Common Stock is currently registered pursuant to Section 12(g)
of the Exchange Act. If the Merger is consummated, the number of holders of
West Coast Common Stock will fall below 300 and accordingly, such common stock
will be deregistered.
Except as set forth herein or in the Exhibits hereto, FNB does not have
any current plans or proposals that relate to or would result in:
A. The acquisition by any person of additional shares of West
Coast Common Stock or the disposition of shares of West Coast
Common Stock;
B. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving West Coast or any of
its subsidiaries;
C. A sale or transfer of a material amount of assets of West
Coast or any of its subsidiaries;
D. Any change in the present Board of Directors or management of
West Coast, including any plans or proposals to change the
number or terms of directors or to fill any existing vacancies
on the board;
E. Any material change in the present capitalization or
dividend policy of West Coast;
F. Any other material change in West Coast's business or
corporate structure;
Page 10 of 17 Pages
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G. Any changes in West Coast's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of West Coast by any person;
H. Causing a class of securities of West Coast to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
I. A class of equity securities of West Coast becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or
J. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
As of November 15, 1996, to the best of FNB's knowledge, there were
1,544,466 Shares issued and outstanding.
(a) As of the date hereof, FNB owns 35,000 Shares (the "Beneficially Owned
Shares"), representing 2.27% of the outstanding Shares as of November 15, 1996.
Pursuant to the West Coast Option Agreement, FNB has the right to acquire up
to 426,991 additional Shares, subject to adjustment, representing approximately
19.9% of the outstanding Shares as of November 15, 1996, including the exercise
of all presently outstanding stock options, but before giving effect to the
exercise of the West Coast Option. FNB may be deemed to be the beneficial owner
of the West Coast Option Shares, but disclaims such beneficial ownership.
As of the date hereof, to the best of the knowledge of FNB, the following
directors and executive officers of FNB beneficially own shares of West Coast
Common Stock (the "D&O Shares"):
<TABLE>
No. of Shares
-------------
<S> <C>
Charles T. Cricks 1,000
Stephen J. Gurgovits 500
-----
Total Number of Shares 1,500
</TABLE>
All such amounts in the aggregate represent approximately 0.01% of the
outstanding West Coast Common Stock as of November 15, 1996.
FNB disclaims any ownership of such Shares held by its executive officers
and directors. Except as stated herein, neither FNB nor, to the best knowledge
of FNB, any executive officer or director of FNB identified on Exhibit 1
attached hereto, is the beneficial owner of, or has the right to acquire,
directly or indirectly, any shares of Common Stock.
Pursuant to Regulation 13d-3, FNB may also be deemed to own beneficially
those shares held solely in a fiduciary capacity by various banking
subsidiaries of FNB. Based on information
Page 11 of 17 Pages
<PAGE> 12
obtained from such subsidiaries, FNB owns beneficially no Shares held in a
fiduciary capacity by its banking or thrift subsidiaries.
(b) FNB has sole voting and sole dispositive power as to the Beneficially
Owned Shares. Currently, FNB has no right to vote or dispose of the West Coast
Option Shares. FNB will not acquire the right to vote or dispose of the West
Coast Option Shares until such time as it exercises the West Coast Option. The
West Coast Option is not currently exercisable and will become exercisable only
upon the occurrence of certain events described above and in Item 4 and in the
West Coast Option Agreement. All of the directors and executive officers
identified in Item 5(a) above have sole voting and sole dispositive power with
respect to the D&O Shares.
Except for the issuance of the West Coast Option, no transactions in West
Coast Common Stock were effected during the past sixty days by FNB or, to the
best of FNB's knowledge, by any executive officer or director of FNB.
(d) So long as FNB has not exercised the West Coast Option, FNB does not
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, any of the West Coast Option Shares. FNB
has, and the directors and officers identified in Item 5(a) above have the
right to receive dividends from, and the proceeds from the sale of, the
Beneficially Owned Shares and the D&O Shares, respectively.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As described above, the Merger Agreement contains certain customary
restrictions on the conduct of the business of West Coast, including certain
customary restrictions relating to the West Coast Common Stock.
Except as provided in the Merger Agreement and the West Coast Option
Agreement and except as described above, neither FNB nor, to the best of FNB's
knowledge, any of the individuals named in Schedule 1 hereto, has any
contracts, arrangements, understandings, or relationships (legal or otherwise),
with any person with respect to any securities of West Coast, including, but
not limited to, transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed as part of this Schedule 13D:
Exhibit 1 - Name, Business Address, and Present Principal Occupation of
Each Executive Officer and Director of F.N.B. Corporation.
Page 12 of 17 Pages
<PAGE> 13
Exhibit 2 - Stock Option Agreement, dated as of November 15, 1996, by and
between West Coast Bancorp, Inc. and F.N.B. Corporation
(incorporated by reference to Exhibit 4.1 to F.N.B.
Corporation's Current Report on Form 8-K dated November 15,
1996).
Exhibit 3 - Agreement and Plan of Merger, dated as of November 15, 1996, by
and among F.N.B. Corporation, Southwest Banks, Inc. and West
Coast Bancorp, Inc. (incorporated by reference to Exhibit 2.1
to F.N.B. Corporation's Current Report on Form 8-K dated the
date hereof).
Exhibit 4 - Press Release, dated November 15, 1996, relating to
transactions between F.N.B. Corporation and West Coast Bancorp.
Inc. (incorporated by reference to Exhibit 99.1 to F.N.B.
Corporation's Current Report on Form 8-K dated the date
hereof).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
F.N.B. CORPORATION
By: /s/ John D. Waters
--------------------------------
Name: John D. Waters
Title: Vice President and Chief Financial
Officer
November 25, 1996
Page 13 of 17 Pages
<PAGE> 14
EXHIBIT INDEX
EXHIBIT DESCRIPTION SEQUENTIAL
PAGE NO.
1
Name, Business Address,
and Present Principal
Occupation of Each
Executive Officer and
Director of F.N.B.
Corporation
2
Stock Option Agreement,
dated as of November
15, 1996, by and
between West Coast
Bancorp, Inc. and
F.N.B. Corporation
(incorporated by
reference to Exhibit
4.1 to F.N.B.
Corporation's Current
Report on Form 8-K
dated November 15,
1996).
3
Agreement and Plan of
Merger, dated as of
November 15, 1996, by
and among F.N.B.
Corporation, Southwest
Banks, Inc. and West
Coast Bancorp, Inc.
(incorporated by
reference to Exhibit
2.1 to F.N.B.
Corporation's Current
Report on Form 8-K
dated November 15,
1996).
4.
Press Release, dated
November 15, 1996,
relating to
transactions between
F.N.B. Corporation and
West Coast Bancorp,
Inc. (incorporated by
reference to Exhibit
99.1 to F.N.B.
Corporation's Current
Report on Form 8-K
dated November 15,
1996).
Page 14 of 17 Pages
<PAGE> 15
EXHIBIT 1
DIRECTORS
The principal business address of each director and executive officer of
F.N.B. Corporation is c/o F.N.B. Corporation, Hermitage Square, Hermitage,
Pennsylvania 16148-3389.
PETER MORTENSEN
Chairman and President of F.N.B. Corporation and
Chairman of First National Bank of Pennsylvania
("First National Bank"), a subsidiary
STEPHEN J. GURGOVITS
Senior Vice President of F.N.B. Corporation and
President & Chief Executive Officer of First National Bank
SAMUEL K. SOLLENBERGER
Vice President of the Corporation and
President & Chief Executive Officer of The Metropolitan Savings
Bank of Ohio ("Metropolitan"), a subsidiary
W. RICHARD BLACKWOOD
President of Harry Blackwood Inc. (insurance and real estate)
WILLIAM B. CAMPBELL
Retired President, Shenango Steel Erectors, Inc.
CHARLES T. CRICKS
President & Chief Executive Officer, Greenwood Pharmacy,
a division of Thrift Drug, Inc.
HENRY M. EKKER, ESQ.
Attorney at Law, Partner of Cusick, Madden, Joyce & McKay
THOMAS C. ELLIOTT
President & Treasurer, Elliott Bros. Steel Co.
(steel processor)
THOMAS W. HODGE
Retired President, W.S. Hodge Foundry
GEORGE E. LOWE, D.D.S.
Dentist
Page 15 of 17 Pages
<PAGE> 16
PAUL P. LYNCH
Attorney at Law; President & Chief Executive Officer,
Lynch Brothers Investments, Inc. (real estate)
JAMES B. MILLER
Retired School Administrator
ROBERT S. MOSS
President, Associated Contractors of Conneaut Lake, Inc.
(general contractors)
JOHN R. PERKINS
Retired Vice President of the Corporation and
Chairman of the Board of Metropolitan
WILLIAM A. QUINN
Retired Vice President of the Corporation and
Retired Executive Vice President & Cashier of
First National Bank
GEORGE A. SEEDS
President, Findley Welding Supply, Inc.
WILLIAM J. STRIMBU
President, Nick Strimbu, Inc. (common carrier)
ARCHIE O. WALLACE
Attorney at Law, Partner of Rowley, Wallace, Keck,
Karson & St. John
JOSEPH M. WALTON
Chairman of the Board, Chief Executive Officer &
Treasurer, Jamestown Paint Co.
(manufacturer of paint and varnish)
JAMES T. WELLER
Chairman of the Board & Chief Executive Officer,
Liberty Steel Products, Inc. (steel processor)
ERIC J. WERNER, ESQ.
Chief Administrative Officer, General Counsel and Secretary, Werner Co.
(manufacturer of climbing products and aluminum extrusions)
EDWARD A. WILSON
President, Wilson's Appliance, Inc.
Page 16 of 17 Pages
<PAGE> 17
DONNA C. WINNER
Co-Owner, The Radisson Shenango, Tara - A Country Inn
The Winner (clothing store)
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
WILLIAM J. RUNDORFF
Executive Vice President of F.N.B. Corporation and
Vice President of First National Bank
JOHN D. WATERS
Vice President & Chief Financial Officer of F.N.B
Corporation and Senior Vice President and
Chief Financial Officer of First National Bank
JOHN W. ROSE
Executive Vice President of F.N.B. Corporation
Page 17 of 17 Pages
