As Filed With The Securities And Exchange Commission on February 15, 1996
Registration Statement No. 33-72532
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
Registration Statement
Under the Securities Act of 1933
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F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1255406
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Hermitage Square, Hermitage, PA 16148
(412) 981-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------------------------
Peter Mortensen
President and Chief Executive Officer
F.N.B. Corporation
Hermitage Square
Hermitage, PA 16148
(412) 981-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Daniel L. Wessels, Esquire
Cohen & Grigsby, P.C.
2900 CNG Tower, 625 Liberty Avenue
Pittsburgh, Pennsylvania 15222
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. X
---
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. ___
<PAGE>
INTRODUCTORY STATEMENT
This Post-Effective Amendment No. 1 is being filed by F.N.B. Corporation
(the "Corporation" or the "Registrant") to amend its registration statement on
Form S-3, No. 33-72532, filed on December 7, 1993, to reflect certain
amendments to the F.N.B. Corporation Voluntary Dividend Reinvestment and Stock
Purchase Plan (the "Plan") approved by the Board of Directors of the
Corporation. The text of the Plan and Plan Prospectus, as amended to reflect
such changes, is included herein. The information set forth in Part II of the
original registration statement (other than Item 16, "Exhibits") has not
changed since the date of filing thereof and has not been set forth in this
Post-Effective Amendment No. 1.
<PAGE>
F.N.B. CORPORATION
VOLUNTARY DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
200,000 Shares
Common Stock
($2.00 Par Value)
________________________
PROSPECTUS
________________________
Dated February 15, 1996
<PAGE>
PROSPECTUS
[F.N.B. CORPORATION LETTERHEAD]
Dear Shareholder:
Enclosed is a Prospectus describing our Voluntary Dividend Reinvestment and
Stock Purchase Plan. This Plan is a convenient and economical way to acquire
additional shares by reinvesting cash dividends or with voluntary cash
payments. You may participate with respect to some or all of your shares.
Please note that participation in the Plan is entirely voluntary. If you
do not wish to participate, you will continue to receive all cash dividends by
check.
Should you decide to participate in the Plan, simply complete the enclosed
authorization card and return it in the enclosed postage-paid envelope. If you
have any questions, please call Chemical Bank, our Plan Administrator, at (800)
756-3353 or our Shareholder Relations Department at (412) 983-4192.
Sincerely,
Peter Mortensen,
Chairman and President
<PAGE>
PROSPECTUS
F.N.B. CORPORATION
VOLUNTARY DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
200,000 SHARES OF COMMON STOCK
($2.00 Par Value)
This Prospectus relates to an aggregate of 200,000 shares of Common Stock
of F.N.B. Corporation registered for sale under its Voluntary Dividend
Reinvestment and Stock Purchase Plan. It is suggested that this Prospectus be
retained for future reference.
__________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________________
The date of this Prospectus is February 15, 1996.
<PAGE>
TABLE OF CONTENTS
STATEMENT OF AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
DESCRIPTION OF THE VOLUNTARY DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Purpose
Advantages
Administration
Participation
Purchases
Voluntary Cash Payments
Reports to Participants
Share Certificates
Withdrawal of Shares in Plan Accounts
Discontinuation of Dividend Reinvestment
Federal Income Tax Information
Other Information
Special Provisions Applicable to Employee Participants
USE OF PROCEEDS
EXPERTS
LEGAL OPINION
<PAGE>
STATEMENT OF AVAILABLE INFORMATION
F.N.B. Corporation (the "Corporation") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and,
in accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Information as
of particular dates concerning the directors and officers of the Corporation is
disclosed in proxy statements distributed to shareholders and filed annually
with the Commission. Such reports, proxy statements and other information can
be inspected and copied at the Commission's public reference room located at
450 Fifth Avenue, N.W., Washington, D.C. 20549, and the public reference
facilities in the Commission's New York Regional Office, Room 1024, 75 Park
Place, New York, New York 10007 and Chicago Regional Office, Northwest Atrium
Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies
of such material can be obtained at prescribed rates by writing to the
Securities and Exchange Commission, Public Reference Section, Washington, D.C.
20549.
The Corporation's Common Stock is quoted on the National Association of
Securities Dealers Automated Quotation System. Reports, proxy statements and
other information concerning the Corporation may also be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006.
The Corporation has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Act") with respect
to the Common Stock available for sale under the Plan. In addition, the
Corporation has filed a Registration Statement on Form S-8 under the Act with
respect to certain shares available for issuance solely to employees of the
Corporation or its subsidiaries under the Plan. This Prospectus does not
contain all of the information set forth in such Registration Statements and
exhibits thereto, certain parts of which are omitted in accordance with the
rules and regulations of the Commission. For further information pertaining to
the Plan and the Corporation, reference is made to the Registration Statements
and exhibits thereto. The Registration Statements may be inspected without
charge by anyone at the office of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part of either Registration
Statement may be obtained from the Commission at its principal office, 450
Fifth Street, N.W., Washington, D.C. 20549, upon payment of the fees prescribed
by it.
The Corporation's principal executive offices are located at Hermitage
Square, Hermitage, Pennsylvania 16148 and its telephone number is (412) 981-
6000.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission are
incorporated herein by reference and made a part hereof:
(1) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994.
(2) The Corporation's Quarterly Reports on Form 10-Q filed with the
Commission for the periods ended March 31, 1995, June 30, 1995 and September
30, 1995.
(3) The Corporation's definitive Proxy Statement dated on or about
March 21, 1995 in connection with the Annual Meeting of Shareholders of the
Corporation held on April 26, 1995.
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<PAGE>
(4) The description of the Corporation's Common Stock as contained in
the Corporation's Registration Statement on Form S-4, Registration No. 33-
32836, effective on March 1, 1990.
(5) The Corporation's report on Form 8-K filed with the Commission on
February 9, 1996.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document "modifies" or replaces such statement. Any
such statement so modified or superseded shall-not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Corporation will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of its Annual Report to Shareholders for its last fiscal year and any or
all of the foregoing documents incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
herein by reference into the foregoing documents). Written or telephone
requests should be directed to:
Shareholder Relations
F.N.B. Corporation
Hermitage Square
Hermitage, Pennsylvania 16148
Telephone: (412) 983-4192
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<PAGE>
DESCRIPTION OF THE VOLUNTARY DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The following, in a question and answer format, are the provisions of the
Voluntary Dividend Reinvestment and Stock Purchase Plan (the "Plan") of the
Corporation. Those holders of the Corporation's Common Stock or Preferred
Stock who do not participate in the Plan will continue to receive cash
dividends by check, if and when declared.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record holders of the
Corporation's Common Stock, $2.00 par value (the "Common Stock"), Series A -
Cumulative Convertible Preferred Stock ("Series A Preferred") and Series B -
Cumulative Convertible Preferred Stock ("Series B Preferred" and, together with
the Series A Preferred, "Preferred Stock"), and employees of the Corporation or
any of its subsidiaries with an attractive and convenient method of investing
cash dividends and/or voluntary cash payments in shares of Common Stock. With
respect to those shares which are purchased directly from the Corporation and
not in the open market, the Corporation will receive additional funds to be
used for general corporate purposes (see "Use of Proceeds" below).
A Participant may decide to reinvest dividends and, if he or she wishes,
to make voluntary cash payments of not less than $100 per payment nor more than
$10,000 per calendar quarter, OR a Participant may simply decide to make
voluntary cash payments in and subject to the amounts stated above. (See
Question 14 below.) The above limitations do not apply to Participants who are
employees of the Corporation or a subsidiary thereof ("Employee Participants")
and who elect to make voluntary cash payments by payroll deduction. See
Question 28 below.
Advantages
2. What are the advantages of the Plan?
Participants in the Plan receive full investment of funds (with the
exception of any required income tax withholding as described in Question 21
below) because they are not required to pay brokerage commissions, service
charges or other expenses in connection with purchases under the Plan, and
because the Plan credits fractional shares (computed to four decimal places),
as well as whole shares, to a Participant's account. Dividends on fractional
shares, as well as whole shares, will be reinvested in additional shares.
Participants receive detailed statements of their accounts after each
dividend reinvestment or purchase transaction to simplify their record keeping,
and since the Plan Administrator is the record holder of shares purchased under
the Plan, Participants need not be concerned with the safekeeping of shares
acquired through the Plan.
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<PAGE>
Administration
3. Who administers the Plan for Participants?
Chemical Bank (the "Plan Administrator") administers the Plan as agent
for Participants, and in such capacity performs various administrative duties
relating to the Plan, including providing information to the Corporation
regarding Plan accounts to enable the Corporation to send statements of account
to Participants. Chemical Bank's appointment as Plan Administrator became
effective January 1, 1996. All correspondence relating to the Plan should
include your social security or taxpayer identification number and your
"account key" (set forth on your Plan account statement) and should be directed
to:
Chemical Bank
Investment Product Services
P.O. Box 750
Pittsburgh, PA 15230-9625
Participation
4. Who is eligible to participate?
All record holders of Common Stock and Preferred Stock are eligible to
participate in the Plan. Record holders of Preferred Stock may participate in
the dividend reinvestment features of the Plan only with respect to dividends
payable on or after April 1, 1996 (see Question 6 below) but may begin
participating in the voluntary cash purchase features of the Plan immediately
(see Question 13 below). In addition, employees of the Corporation or any of
its subsidiaries may participate in the Plan even if they are not record
holders of Common Stock or Preferred Stock at the time they first elect to
participate (see Question 28 below).
Employees who receive grants of Common Stock under the Corporation's
Restricted Stock Bonus Plan (the "Restricted Stock Plan") are required to
participate in the Plan. The Restricted Stock Plan requires that shares
granted under the Restricted Stock Plan and subject to forfeiture restrictions
as provided in the Restricted Stock Plan must be held under and enrolled in the
Plan during the restricted period applicable to such shares. (See Question 28
below.) In addition, employees, officers and directors of the Corporation or
any of its subsidiaries who participate in other benefit plans established by
the Corporation from time to time ("Stock Plans") and who receive shares of
Common Stock under such Stock Plans may elect or may be required to enroll such
shares in the Plan to the extent permitted or required by such Stock Plan.
Employee Participants who receive grants of Common Stock under the
Restricted Stock Plan or any other Stock Plan should refer to the Prospectus
relating to the Restricted Stock Plan or such other Stock Plan (as applicable)
for a complete description of these restrictions and other features of the
Restricted Stock Plan or other Stock Plan.
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<PAGE>
Record holders or Employee Participants may participate in the dividend
reinvestment aspect of the Plan with respect to all or any portion of their
shares. Beneficial owners whose shares are held in the name of a nominee, such
as a securities depository, may participate by having the record holder (i.e.,
the nominee) execute an Authorization Form as described in response to Question
5 below. To facilitate participation in the Plan by all beneficial owners of
Common Stock or Preferred Stock, the Plan Administrator may accept reinvestment
instructions from such nominees within a reasonable period after the record
date established for payment of a particular dividend, generally not to exceed
five business days. All of the other provisions set forth herein apply to
participation in the Plan by nominees. In particular, voluntary cash payments
from any record owner (other than Employee Participants who elect to make such
payments by payroll deduction) may not exceed $10,000 per calendar quarter (see
Question 14 below). To avoid such limitation with respect to a nominee,
beneficial owners may elect to have their shares transferred into their own
name(s).
5. How does an eligible shareholder or employee become a Participant?
An eligible shareholder may join the Plan at any time by completing and
signing the appropriate Authorization Form included with this Prospectus (the
"Authorization Form") and returning it to the Plan Administrator. A postage-
paid envelope is provided for that purpose. Additional Authorization Forms may
be obtained from the Plan Administrator.
Authorization Forms for new Participants must be received prior to a
dividend record date for eligible shareholders to participate on the related
dividend payment date.
Employee Participants may join the Plan as described above or may sign
up for payroll deduction and have voluntary cash payments automatically
deducted from their pay (see Question 29 below).
Employee Participants who receive grants of Common Stock under the
Restricted Stock Plan are required to enroll the shares granted in the Plan and
maintain such enrollment during the restricted period applicable to such
shares. Employee Participants who receive grants of Common Stock under other
Stock Plans may be required or permitted to enroll the shares granted in the
Plan as set forth in the Stock Plan pursuant to which such grant was made (see
Question 28 below).
6. Does a Participant have to authorize dividend reinvestment on a minimum
number of shares?
No. There are no minimum share requirements. Record holders of Common
Stock or Preferred Stock may authorize the reinvestment of dividends on all or
any portion of their shares. (See Question 4 above and Question 7 below.)
Preferred Stock holders may only authorize the reinvestment of dividends
payable on their shares of Preferred Stock on or after April 1, 1996. Employee
Participants whose shares of Common Stock issued under the Restricted Stock
Plan (or any other Stock Plan which requires that shares granted thereunder be
enrolled in the Plan) are being held under the Plan are required to authorize
dividend reinvestment as to such shares as required by the Restricted Stock
Plan or such other Stock Plan (see Question 28 below).
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<PAGE>
7. May a Participant change the number of shares subject to the Plan?
Yes. If a Participant wishes to change the number of shares subject to
the Plan, the Participant must notify the Plan Administrator in writing to that
effect. Any such notification received after a dividend record date will not
be effective until dividends paid for such record date have been reinvested and
the shares credited to the Participant's account.
Purchases
8. When will shares of Common Stock be purchased under the Plan?
Cash dividends will be used to purchase Common Stock on the date cash
dividends are paid to all shareholders of record, generally in the third week
of March, June, September and December for Common Stock and Preferred Stock.
Voluntary cash payments will be invested on the 15th day of each month or on
the next succeeding business day if such day is a Saturday, Sunday or public
holiday. The date on which dividends are reinvested and/or cash payments are
invested is hereinafter referred to as the "Investment Date".
9. At what price will shares of Common Stock be purchased under the Plan?
The per share purchase price of Common Stock purchased for Participants
with reinvested dividends or optional cash payments will be 100% of the average
of the "bid" and "ask" prices on the Investment Date, as reported on any
securities market where the Common Stock is traded. If Common Stock is not
traded on the Investment Date, the purchase price of shares will be determined
by averaging the "bid" and "ask" prices on the last prior trading day.
10. How many shares of Common Stock will be purchased for Participants?
The number of shares that will be purchased for each Participant will
depend on the amount of dividends to be reinvested, voluntary cash payments, or
both, in a Participant's account and the per share purchase price of Common
Stock for the Participant. (See Question 9 above). Each Participant's account
will be credited with that number of shares, including any fractional interest
computed to four (4) decimal places, equal to the total amount to be invested
divided by the per share purchase price of the Common Stock for the
Participant.
11. Will dividends on shares held in a Participant's account be used to
purchase additional shares under the Plan?
Yes. All dividends on shares purchased for a Participant's account,
whether through dividend reinvestment or voluntary cash payments, will be
automatically reinvested in additional shares of Common Stock.
12. Are there any expenses to Participants in connection with purchases
under the Plan?
No. Participants bear none of the costs of the Plan. All costs of
administering the Plan are paid by the Corporation. However, if a Participant
instructs the Plan Administrator to sell shares, the brokerage fees,
commissions and any applicable transfer taxes will be the obligation of and
paid by the Participant. In addition, an administrative fee may be charged if
a Participant requests duplicate copies of reports that are provided initially
free of charge (see Questions 16 and 25 below).
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<PAGE>
Voluntary Cash Payments
13. Who will be eligible to make voluntary cash payments?
Any record holder of Common Stock or Preferred Stock or Employee
Participant, regardless of whether or not the dividend reinvestment option is
selected, may make optional cash payments when enrolling in the Plan by sending
a check or money order payable to "Chemical Bank, Plan Administrator" with his
or her Authorization Form. Participants wishing to enroll in the optional cash
payments feature of the Plan must include a check or money order payable to
"Chemical Bank, Plan Administrator" with their Authorization Form. Thereafter,
additional optional cash payments may be made through the use of the form sent
with each periodic statement. A separate form must be completed by Employee
Participants who wish to make such voluntary cash purchases by payroll
deduction (see Question 29 below).
Participants (other than Employee Participants who elect payroll
deduction) may purchase shares with optional cash payments in minimum amounts
of not less than $100, up to a maximum of $10,000 per calendar quarter.
14. What are the limitations on voluntary cash payments?
Voluntary cash payments may be made at any time but, unless otherwise
determined by the Board of Directors of the Corporation, may not be less than
$100 per payment (except in the case of Employee Participants who elect to make
such payments by payroll deduction). Such payments on behalf of any
Participant (other than an Employee Participant) may not aggregate more than
$10,000 per calendar quarter. The Corporation reserves the right in its sole
discretion to determine whether voluntary cash payments are made on behalf of a
particular Participant.
15. How does the voluntary cash payment option work?
A voluntary cash payment may be made by enclosing a check or money order
with the Authorization Form (for new Participants) or by forwarding a check or
money order to the Plan Administrator with a payment form which will be sent to
Participants with each statement of account. Checks and money orders should be
made payable to "Chemical Bank, Plan Administrator" and should include the
Participant's "account key" (set forth on the Participant's Plan account
statement). Additional payment forms may be obtained from the Plan
Administrator. Employee Participants may elect to make voluntary cash payments
by payroll deduction (see Question 28 below).
Any voluntary cash payment received prior to the close of business on
an Investment Date will be applied to the purchase of shares of Common Stock on
such Investment Date at a price determined in accordance with provisions of the
Plan (see Questions 9 and 10 above). No interest will be paid on uninvested
voluntary cash payments.
Reports to Participants
16. What kind of reports will be sent to Participants in the Plan?
A statement of account transactions will be mailed to each Participant
as soon as practicable after each dividend reinvestment or purchase
transaction. These statements will provide a record of cost information and
should be retained for tax purposes. Each Participant will also receive copies
of the Corporation's annual and quarterly reports to shareholders, proxy
statements and information for income tax reporting purposes.
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<PAGE>
Share Certificates
17. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Unless requested by a Participant, certificates for shares of Common
Stock purchased under the Plan will not be issued. In no event, however, will
a certificate be issued for a fractional share. The number of shares credited
to a Participant's account under the Plan will be shown on his statement of
account. This safekeeping feature protects against loss, theft or destruction
of stock certificates. Certificates will be issued for shares withdrawn from
the Plan (see Question 18 below).
Withdrawal of Shares in Plan Accounts
18. How may a Participant withdraw shares purchased under the Plan?
A Participant may withdraw all or a portion of the shares of Common
Stock credited to his account by notifying the Plan Administrator in writing to
that effect and specifying in the notice the number of shares to be withdrawn.
This notice should be mailed to the Plan Administrator at the address shown in
response to Question 3 above. Certificates for whole shares of Common Stock so
withdrawn will be registered in the name of and issued to the Participant. Any
notice of withdrawal received after a dividend record date will not be
effective until dividends paid for such record date have been reinvested and
the shares credited to the Participant's account. No dividends will be
reinvested on shares withdrawn from a Participant's account unless an
Authorization Form is or has been submitted with respect to such shares.
Employee Participants may not withdraw shares of Common Stock issued
under the Restricted Stock Plan (or another Stock Plan imposing similar
restrictions on shares granted thereunder) or shares purchased upon
reinvestment of dividends on such restricted shares so long as the forfeiture
restrictions under the Restricted Stock Plan or other Stock Plan apply to such
shares. (See Question 28 below.)
19. What happens to any fractional interest when a Participant withdraws
shares purchased under the Plan?
Any fractional interest withdrawn will be liquidated by the Plan
Administrator on the basis of the then current market value of the Common Stock
and a check issued promptly for the proceeds thereof. In no case will
certificates representing a fractional interest be issued.
Discontinuation of Dividend Reinvestment
20. How does a Participant discontinue participation under the Plan?
A Participant may discontinue participation under the Plan by notifying
the Plan Administrator in writing to that effect. Any notice of
discontinuation received after a dividend record date will not be effective
until dividends paid for such record date have been reinvested and the shares
credited to the Participant's account. If a Participant discontinues
participation in the Plan, dividends on shares held in such Participant's
account will be automatically reinvested until such shares are withdrawn (see
Question 18 above). If, after discontinuation, less than five shares remain in
such Participant's account, the Corporation shall have the right, but shall not
be obligated, to issue certificates for such shares and liquidate any
fractional interest in accordance with provisions of the Plan. Any Participant
who elects to discontinue participation is still eligible to purchase Common
Stock by making voluntary cash payments. (See Question 1 above.)
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<PAGE>
Upon withdrawal from the Plan, the Participant may request that all of
the whole shares credited to the Participant's account be sold. If such a
request is made, the Plan Administrator will place a sale order as soon as
practicable after receipt of the request through an independent broker. The
Participant will receive the proceeds of the sale less any brokerage fees,
commissions and any applicable transfer or other tax.
After a withdrawal is effective, all dividends on Common Stock and/or
Preferred Stock held of record by a shareholder, as to which participation has
been terminated, will be paid in cash; however, the shareholder may elect to
re-enroll in the dividend reinvestment option of the Plan at almost any time.
Employee Participants may not withdraw restricted shares granted under
the Restricted Stock Plan (or any other Stock Plan imposing similar
restrictions on shares granted thereunder) during the restricted period
applicable to such shares (see Question 28 below).
Federal Income Tax Information
21. What are the federal income tax consequences of participation in the
Plan?
A. Dividend Income and Tax Basis for Participating Shareholders.
The fair market value of the shares acquired by a Participant through
reinvestment of dividends will be includible in the Participant's gross income
unless notified otherwise by the Corporation. The fair market value of such
shares is measured as of the date when the shares are credited to the
Participant's account.
The tax basis of shares acquired through reinvestment of dividends will
be the fair market value of the shares on the date when the shares are credited
to the Participant's account.
B. Tax Basis of Shares Purchased With Optional Cash Payments.
The tax basis of optional shares will be equal to the amount of the
optional payment made by the shareholder.
C. Holding Period.
The holding period for Common Stock purchased through dividend
reinvestment or optional cash payments begins on the date following the day on
which the shares are credited to the shareholder's account.
D. Dividend Withholding.
In the case of any shareholder as to whom federal income tax withholding
on dividends is required and in the case of a foreign shareholder whose taxable
income under the Plan is subject to federal income tax withholding, the
Corporation will reinvest dividends net of the amount of tax required to be
withheld.
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<PAGE>
E. Other.
Participants should consult their own tax advisors as to the tax
consequences of account transactions. Certain tax information will be provided
to participants by the Plan Administrator. (See Question 16 above.) In
addition, Employee Participants holding restricted shares issued under the
Restricted Stock Plan (or other Stock Plan imposing similar restrictions on
shares issued thereunder) should refer to the Prospectus relating to the
Restricted Stock Plan or other Stock Plan for a discussion of the tax
consequences of ownership of and transactions with respect to such shares.
Other Information
22. What happens if the Corporation issues a stock dividend, declares a
stock split or has a rights offering with respect to Common Stock?
Any shares resulting from a stock dividend or stock split with respect
to Common Stock (whole shares and any fractional interest) in a Participant's
account will be credited to such account. The basis for any rights offering
will include the shares of Common Stock and any fractional interest credited to
a Participant's account.
23. How will the shares credited to a Participant's account be voted at a
meeting of shareholders?
If on a record date for a meeting of shareholders there are shares of
Common Stock credited to a Participant's account under the Plan, such
Participant will be sent proxy material for such meeting. A Participant will
be entitled to one vote for each whole share of Common Stock credited to his
account. The Participant may vote by proxy or in person at any such meeting.
24. What is the responsibility of the Plan Administrator?
The Plan Administrator receives the Participants' dividend payments and
voluntary cash payments, invests such amounts in additional shares of Common
Stock, maintains continuing records of each Participant's account, and advises
Participants as to all transactions in and the status of their accounts and
provides the Corporation with transaction and account information to enable the
Corporation to prepare account statements. The Plan Administrator acts in the
capacity of agent for the Participants. The Plan Administrator also receives
and maintains records with respect to Restricted Stock Plan shares (and other
Stock Plan shares) held under the Plan.
Under the terms of the Restricted Stock Plan and each other Stock Plan
that permits or requires shares granted thereunder to be enrolled in the Plan,
the Plan Administrator is required to take certain actions with respect to
shares issued under the Restricted Stock Plan or such other Stock Plan. The
terms of the Restricted Stock Plan and each such Stock Plan are binding upon
the Plan Administrator and are incorporated by reference in the Plan as if set
forth herein.
All notices from the Plan Administrator to a Participant will be
addressed to the Participant at his last address of record with the Plan
Administrator. The mailing of a notice to a Participant's last address of
record will satisfy the Plan Administrator's duty of giving notice to such
Participant. Therefore, Participants must promptly notify the Administrator of
any change of address.
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<PAGE>
The Plan Administrator, in administering the Plan, will not be liable
for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim for liability arising out of failure
to terminate a Participant's account upon such Participant's death prior to
receipt of notice in writing of such death or with respect to the timing or
price of any purchases. The Plan Administrator shall have no duties,
responsibilities or liabilities except such as are expressly set forth in the
Plan.
All transactions in connection with the Plan shall be governed by the
laws of Pennsylvania.
25. May the Plan be modified or discontinued?
The Corporation reserves the right to suspend or terminate the Plan at
any time. It also reserves the right to make modifications to the Plan.
Participants will be notified of any such suspension, termination or
modification. In addition, the Corporation may adopt reasonable procedures for
the administration of the Plan.
26. May a Participant pledge shares purchased under the Plan?
No. A Participant who wishes to pledge shares credited to his account
must request the withdrawal of such shares in accordance with the procedures
outlined in response to Question 18 above.
27. What procedures should be followed if a Participant wishes to sell
shares purchased under the Plan?
When a Participant wishes to sell all or a portion of the shares
credited to his account, he must request the withdrawal of such shares in
accordance with the procedures outlined in response to Question 18 above.
Special Provisions Applicable to Employee Participants
28. How do employees become participants?
All permanent full-time or permanent part-time employees of the
Corporation or its subsidiaries are eligible to participate in the Plan even
though the employee may not be a record or beneficial holder of Common Stock or
Preferred Stock at the time he or she joins the Plan. An employee who is not a
record or beneficial holder of Common Stock or Preferred Stock at the time he
or she joins the Plan may make an initial purchase of no more than ten (10)
shares of Common Stock from certain shares set aside for such initial purchases
as part of his or her initial purchase by voluntary cash payment or payroll
deduction; thereafter, such employee may participate fully in all aspects of
the Plan as an Employee Participant.
An eligible employee may join the Plan by completing the appropriate
Authorization Form (see Question 5 above) along with any other forms required
by the Plan Administrator, and returning all such forms to the human resources
department of his or her employer. In addition, if the employee wishes to make
voluntary cash payments by payroll deduction, he or she must sign a Payroll
Deduction Authorization Form and return it to the human resources department of
the Corporation or the subsidiary with which he or she is employed.
Participation by Employee Participants electing the payroll deduction option
will begin on the first payroll date after the human resources department has
received the completed forms.
- -11-
<PAGE>
The Corporation from time to time also may grant Common Stock to
eligible employees, officers or directors under the Restricted Stock Plan or
any other Stock Plan. Any shares awarded under the Restricted Stock Plan (or
any other Stock Plan to the extent provided therein) will automatically be
enrolled in the Plan and must remain in the Plan during the restricted period
applicable to such shares (if any). The minimum and maximum contribution
amounts described in Questions 13 and 14 above are not applicable to these
awards or to any voluntary purchases of stock by Employee Participants if such
voluntary purchases are made by payroll deduction. All shares awarded under
the Restricted Stock Plan or such other Stock Plan will be held by the Plan
Administrator subject to the terms and conditions contained in the Plan and the
Restricted Stock Plan or such other Stock Plan (as applicable).
29. How are payroll deductions made?
Funds for the purchase of Common Stock may, at the election of an
Employee Participant, be accumulated through payroll deductions authorized by
the employee. The minimum payroll deduction permitted is $10.00 per pay
period, and payroll deductions may be authorized in any amount that is a
multiple of $5.00. The minimum and maximum contribution amounts described in
Questions 13 and 14 above are not applicable to contributions made by Employee
Participants through payroll deduction. Employee Participants who elect to
make voluntary cash purchases but do not elect payroll deduction are subject to
the minimum and maximum contribution amounts applicable to Participants
generally (see Questions 1 and 14 above).
An Employee Participant may increase or decrease his or her authorized
payroll deduction at any time by completing and signing the appropriate form
and returning it to the appropriate human resources department.
30. How does an employee terminate his or her participation through payroll
deduction?
An Employee Participant may terminate his or her payroll deduction
participation in the Plan at any time by submitting a payroll deduction
revocation form to the appropriate human resources department. Death,
retirement or termination of employment for any reason will automatically
terminate the payroll deductions for an Employee Participant. However, Common
Stock enrolled in the Plan at the time of the termination of such Employee
Participant's employment with the Corporation or its subsidiary will remain in
the Plan until the Employee Participant's participation in the Plan is
discontinued in accordance with Question 20 above.
USE OF PROCEEDS
The proceeds (if any) to the Corporation from the sale of the Common
Stock pursuant to the Plan will be used for general corporate purposes,
including investments in and advances to its subsidiaries.
- -12-
<PAGE>
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 are incorporated by reference in this Prospectus and in the
Registration Statements. The consolidated financial statements for each of the
two years in the period ended December 31, 1994 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report, incorporated in
the Corporation's Annual Report on Form 10-K and incorporated herein by
reference, which is based in part on the reports of S.R. Snodgrass, independent
auditors. The consolidated financial statements for the year in the period
ended December 31, 1992, have been audited by Hill, Barth and King, Inc.,
independent auditors, as set forth in their report included in the
Corporation's Annual Report on Form 10-K.
Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of such firms pertaining to such financial statements
(to the extent covered by consents filed with the Commission) given upon the
authority of such firms as experts in accounting and auditing.
LEGAL OPINION
Cohen & Grigsby, P.C., Pittsburgh, Pennsylvania, counsel to the
Corporation, has rendered an opinion as to the validity of the Common Stock
offered hereby.
_________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE CORPORATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
'"COMMISSION") WITH RESPECT TO THE PLAN, CERTAIN PORTIONS OF WHICH HAVE BEEN
OMITTED PURSUANT TO THE RULES AND REGULATIONS OF THE [*]COMMISSION, AND TO
WHICH PORTIONS REFERENCE IS HEREBY MADE FOR FURTHER INFORMATION WITH RESPECT TO
THE CORPORATION AND THE SECURITIES OFFERED HEREBY. THE REGISTRATION STATEMENTS
MAY BE INSPECTED WITHOUT CHARGE BY ANYONE AT THE OFFICE OF THE COMMISSION, 450
FIFTH STREET, N.W., WASHINGTON, D.C. 20549, AND COPIES OF ALL OR ANY PART OF
EITHER REGISTRATION STATEMENT MAY BE OBTAINED FROM THE COMMISSION AT ITS
PRINCIPAL OFFICE, 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549, UPON PAYMENT
OF THE FEES PRESCRIBED BY THE COMMISSION.
- -13-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14 Other Expenses of Issuance and Distribution
No change.
Item 15 Indemnification of Directors and Officers
No change.
Item 16 Exhibits
The following exhibits are filed as part of this Amendment No. 1 to
the Registration Statement:
4.1 The Registrant's Articles of Incorporation, as amended
(incorporated by reference to Exhibit 3.1 of the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1992).
4.2 The Registrant's By-laws, currently in effect (incorporated by
reference to Exhibit 4 to the Corporation's Form 10-Q for the
quarter ended June 30, 1994)
4.3(a) Designation statement defining the rights of F.N.B. Corporation
Series A - Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 4A of the Registrant's Form S-14 Registration
Statement, File No. 2-96404).*
4.3(b) Designation statement defining the rights of F.N.B. Corporation
Series B - Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 4.3 of the Registrant's Form S-2 Registration
Statement File No. 33-45888).*
4.4 The Registrant agrees to furnish to the Commission upon request
copies of all instruments not filed herewith defining the rights of
holders of long-term debt of the Registrant and its subsidiaries.
5 Opinion of Cohen & Grigsby, P.C. re: legality.*
8 Opinion of Cohen & Grigsby, P. C. re: tax matters.*
23.1 Consent of Cohen & Grigsby, P. C. (included in Exhibit 5).*
23.2 Consent of Hill, Barth & King, Inc.
23.3 Consent of Ernst & Young LLP
25 Power of Attorney (see Page II-6 to Registration Statement
filed on December 7, 1993 and Page II-2 to this Post-Effective
Amendment No. 1).
II-1
<PAGE>
28.1 Plan Authorization Form (Common Stock holders).
28.2 Plan Authorization Form and related forms (Employee Participants)
28.3 Plan Authorization Form (Preferred Stock holders)
_______________________
* Previously filed.
Item 17 Undertakings
No change.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has duly caused this Post-Effective Amendment No. 1 to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hermitage, Commonwealth of Pennsylvania, on
February 12, 1996.
F.N.B. CORPORATION
By /s/Peter Mortensen
------------------------------------
Peter Mortensen, Chairman and President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following person in the capacity and on the date indicated.
Signature and Capacity Date
By /s/Peter Mortensen February 13, 1996
-------------------------------
Attorney in Fact for Peter Mortensen, Chairman, President and Director
(Principal Executive Officer); Stephen J. Gurgovits, Executive Vice President
and Director; Samuel K. Sollenberger, Vice President and Director; William A.
Quinn, Director; David Mogle, Treasurer; W. Richard Blackwood, Director;
William B. Campbell, Director; Thomas C. Elliott, Director; Thomas W. Hodge,
Director; George E. Lowe, Director; Paul P. Lynch, Director; James B. Miller,
Director; John R. Perkins, Director; George A. Seeds, Director; Archie O.
Wallace, Director; Joseph M. Walton, Director; James T. Weller, Director.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter Mortensen, William J. Rundorff and John D.
Waters, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully and to all intents and purposes as he might do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their or his substitutes, may lawfully do or cause to be done by
virtue thereof.
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
/s/William J. Rundorff February 13, 1996
- ---------------------------------------------
William J. Rundorff, Executive Vice President
/s/John D. Waters February 13, 1996
- ---------------------------------------------
John D. Waters, Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)
February __, 1996
- ---------------------------------------------
Charles T. Cricks, Director
February __, 1996
- ---------------------------------------------
Henry M. Ekker, Director
February __, 1996
- ---------------------------------------------
Robert S. Moss, Director
February __, 1996
- ---------------------------------------------
William J. Strimbu, Director
February __, 1996
- ---------------------------------------------
Eric J. Werner, Director
February __, 1996
- ---------------------------------------------
Donna C. Winner, Director
II-4
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601(a) of Regulation S-K)
Sequential
Exhibit No. Description
4.1 The Registrant's Articles of Incorporation, as amended
(incorporated by reference to Exhibit 3.1 of the
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992).
4.2 The Registrant's By-laws, currently in effect
(incorporated by reference to Exhibit 4 to the
Corporation's Form 10-Q for the quarter ended June 30,
1994).
4.3(a) Designation statement defining the rights of F.N.B.
Corporation Series A - Cumulative Convertible Preferred
Stock (incorporated by reference to Exhibit 4A of the
Registrant's Form S-14 Registration Statement, File
No. 2-96404).*
4.3(b) Designation statement defining the rights of F.N.B.
Corporation Series B - Cumulative Convertible Preferred
Stock (incorporated by reference to Exhibit 4.3 of
the Registrant's Form S-2 Registration Statement File
No. 33-45888).*
4.4 The Registrant agrees to furnish to the Commission
upon request copies of all instruments not filed
herewith defining the rights of holders of long-term
debt of the Registrant and its subsidiaries.
5 Opinion of Cohen & Grigsby, P. C. re: legality.*
8 Opinion of Cohen & Grigsby, P. C. re: tax matters.*
23.1 Consent of Cohen & Grigsby, P. C. (included in Exhibit 5).*
23.2 Consent of Hill, Barth & King, Inc.
23.3 Consent of Ernst & Young LLP.
25 Power of Attorney (See Page II-6 to Registration Statement
filed on December 7, 1993 and Page II-2 to this Post-
Effective Amendment No. 1).
28.1 Plan Authorization Form (Common Stock holders).
28.2 Plan Authorization Form and related forms (Employee
Participants).
28.3 Plan Authorization Form (Preferred Stock holders).
<PAGE>
EXHIBIT 23.2
CONSENT OF HILL, BARTH & KING, INC., INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in Post-
Effective Amendment No. 1 to the Registration Statement (Form S-3) and related
Prospectus of F.N.B. Corporation for the registration of 200,000 shares of
common stock, par value $2.00 per share, of F.N.B. Corporation and to the
incorporation by reference therein of our report dated February 8, 1993, with
respect to the consolidated financial statements of F.N.B. Corporation and
subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 31, 1992, filed with the Securities and Exchange Commission.
/S/HILL, BARTH & KING, INC.
Hill, Barth & King, Inc.
Sharon, Pennsylvania
February 13, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Post-
Effective Amendment No. 1 to the Registration Statement (Form S-3 No. 33-72532)
and related Prospectus of the F.N.B. Corporation Voluntary Dividend
Reinvestment and Stock Purchase Plan and to the incorporation by reference
therein of our report dated February 6, 1995, with respect to the consolidated
financial statements of F.N.B. Corporation incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
/S/ERNST & YOUNG LLP
Ernst & Young LLP
Pittsburgh, Pennsylvania
February 12, 1996
<PAGE>
EXHIBIT 28.1
F.N.B. CORPORATION
VOLUNTARY DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
AUTHORIZATION FORM (Common Stock)
To: F.N.B. Corporation
The undersigned holder of Common Stock of F.N.B. Corporation ("F.N.B.")
has received and read the Prospectus relating to the Plan and elects to
participate in the Plan as follows:
___ 1. Full Dividend Reinvestment. Please reinvest the
cash dividends on all shares of Common Stock now registered or
subsequently registered in the name of the undersigned.
___ 2. Partial Dividend Reinvestment. Please reinvest
the cash dividends on _______ shares of Common Stock now
registered in the name of the undersigned.
___ 3. Optional Cash Payments. The undersigned wishes
to participate in the optional cash payment feature of the Plan.
$________. If you are making an optional cash payment at this time,
please indicate the amount and enclose a check or money order payable to
Chemical Bank, Plan Administrator.
I hereby appoint the Plan Administrator as my agent to apply any cash
dividends to be reinvested, and all optional cash payments enclosed or
hereafter received from me, to the purchase of whole and fractional shares of
Common Stock of F.N.B., all in accordance with the terms of the Plan.
Dated _______________________
_____________________________
_____________________________
Sign name(s) exactly as
shown, to the left, in the
case of joint ownership,
all owners must sign.
Executors, guardians,
trustees, attorneys and
officers signing for
corporations should give
full title.
<PAGE>
EXHIBIT 28.2
F.N.B. CORPORATION
VOLUNTARY DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
AUTHORIZATION FORM (EMPLOYEE PARTICIPANTS)
To: F.N.B. Corporation
The undersigned employee of F.N.B. Corporation ("F.N.B.") or a
subsidiary of F.N.B. has received and read the Prospectus relating to the
F.N.B. Voluntary Dividend Reinvestment and Stock Purchase Plan (the "Plan") and
hereby elects to participate in the Plan as follows:
(Check those boxes that apply:)
___ I am currently a record holder of shares of F.N.B. Common
Stock and/or Preferred Stock.
___ I am currently a beneficial owner of shares of F.N.B.
Common Stock (for example, through the 401(k) Plan or
other F.N.B. plans).
1. DIVIDEND REINVESTMENT. (PLEASE CHECK ONE BOX ONLY. IF
YOU CHECK THE BOX FOR OPTION B, PLEASE FILL IN THE BLANK
AS TO THE NUMBER OF SHARES THAT YOU WANT TO BE INCLUDED
IN THE PLAN.)
___ A. Full Dividend Reinvestment. I want to
participate in the dividend reinvestment feature of the
Plan for ALL shares of Common Stock now owned or
subsequently registered in my name. I hereby authorize
F.N.B. to pay Chemical Bank, as Plan Administrator (the
"Plan Administrator"), all cash dividends, less amounts
required to be withheld, if any, for Federal income tax
purposes, payable to me on all shares of Common Stock now
owned or subsequently registered in my name. I
understand that as a participant in the dividend
reinvestment feature of the Plan, I may also make
optional cash payments (either by (a) check or money
order or (b) payroll deduction) for the purchase of
additional shares of F.N.B. Common Stock. I
hereby appoint the Plan Administrator as my agent to
apply all such cash dividends and all optional cash
payments enclosed or hereafter received from me to the
purchase of whole and fractional shares of Common Stock
of F.N.B., all in accordance with the terms of the Plan.
<PAGE>
___ B. Partial Dividend Reinvestment. I want to
participate in the dividend reinvestment feature of the
Plan for a PORTION of the shares of Common Stock now
owned in my name. I hereby authorize F.N.B. to pay
Chemical Bank, as Plan Administrator (the "Plan
Administrator"), the cash dividends, less amounts
required to be withheld, if any, for Federal income tax
purposes, payable to me on _________ shares of Common
Stock now owned in my name. I understand
that as a participant in the dividend reinvestment
feature of the Plan, I may also make optional cash
payments (either by (a) check or money order or (b)
payroll deduction) for the purchase of additional shares
of F.N.B. Common Stock. I hereby appoint the Plan
Administrator as my agent to apply such cash dividends
and all optional cash payments enclosed or hereafter
received from me to the purchase of whole and fractional
shares of Common Stock of F.N.B., all in accordance with
the terms of the Plan.
2. OPTIONAL CASH PAYMENTS ONLY.
___ Check/Money Order: I want to participate in the
optional cash payment feature of the Plan whereby I may
make optional cash payment by check or money order of at
least $100.00 per payment (subject to a maximum of
$10,000.00 per calendar quarter). A check or money order
payable to "Chemical Bank, Plan Administrator"
representing my initial cash payment of $___________ is
enclosed. I hereby appoint the Plan Administrator as my
agent to apply the amount enclosed and all amounts
hereafter received from me to the purchase of whole and
fractional shares of the Common Stock of F.N.B., all in
accordance with the terms of the Plan.
___ Payroll Deduction: I want to participate in the
optional cash payment feature of the Plan whereby I may
make optional cash payment via payroll deduction of $10.00
per pay period or an increment of $5.000. A completed
Payroll Deduction Authorization form has been submitted to
the human resources department of F.N.B. or the subsidiary
of F.N.B. with which I am employed. I hereby appoint the
Plan Administrator as my agent to apply all amounts
hereafter received from me via payroll deduction to the
purchase of whole and fractional shares of the Common
Stock of F.N.B., all in accordance with the terms of the
Plan. Participants may withdraw from the Plan by giving
written notice of withdrawal to the Plan Administrator in
accordance with the terms of the Plan.
- -2-
<PAGE>
Check the appropriate block, if applicable, for registration relationship
instructions.
___ Joint Tenants (As Joint Tenants With Right of Survivorship and Not As
Tenants in Common)
___ Tenants in Common ___ Tenants by the Entireties
Custodian for _________________________ under the Uniform
___ Gifts
___ Transfers
to Minors Act of the State of ______________________.
Name of Joint Owner(s): _________________________________
_________________________________
Employee
Date:_____________________________ Name____________________________________
Please Print
Street Address _________________________
City, State, Zip Code __________________
Social Security Number
of Employee ____________________________
Employee Employee
Number_____________________________ Signature_______________________________
- -3-
<PAGE>
F.N.B. CORPORATION
VOLUNTARY DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
PAYROLL DEDUCTION AUTHORIZATION
I hereby authorize (check applicable box)
___ F.N.B. Corporation ___ Reeves Bank
___ First National Bank of Pennsylvania ___ First County Bank
___ Regency Finance Company ___ Dollar Savings Association
___ Metropolitan Savings Bank of Ohio ___ Bucktail Bank and Trust Company
to withhold $____________ from my salary or wages each pay period. Said funds
are to be transferred to Chemical Bank, as Plan Administrator for the Voluntary
Dividend Reinvestment and Stock Purchase Plan (the "Plan") in accordance with
the terms of the Plan.
I understand that this Authorization must be initially received in
sufficient time to permit changes to be made in the payroll records.
Deductions shall continue twice each month thereafter until I notify you, in
writing, to discontinue the deduction.
I understand and agree that the MINIMUM deduction that will be accepted is
$10.00 per pay period, and that I can INCREASE or DECREASE my deductions in
increments of $5.00 only by completing and submitting a new Payroll Deduction
Authorization.
Employee
Date: ____________________________ Name_________________________________
Please Print
Employee Employee
Number____________________________ Signature____________________________
INSTRUCTIONS
When enrolling in the Plan or amending a previous Authorization, (1) place an
"x" above next to the name of the company with which you are employed and (2)
send completed form to the human resources department of the company with which
you are employed.
<PAGE>
F.N.B. CORPORATION
VOLUNTARY DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
PAYROLL DEDUCTION REVOCATION
I hereby revoke and cancel the Payroll Deduction Authorization previously given
to
___ F.N.B. Corporation ___ Reeves Bank
___ First National Bank of Pennsylvania ___ First County Bank
___ Regency Finance Company ___ Dollar Savings Association
___ Metropolitan Savings Bank of Ohio ___ Bucktail Bank and Trust Company
relative to my participation in the Voluntary Dividend Reinvestment and Stock
Purchase Plan effective in accordance with the Plan.
Employee
Date: ____________________________ Name_________________________________
Please Print
Employee Employee
Number____________________________ Signature____________________________
INSTRUCTIONS
Send completed form to the human resources department of the company with which
you are employed.
<PAGE>
EXHIBIT 28.3
F.N.B. CORPORATION
VOLUNTARY DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
AUTHORIZATION FORM (Preferred Stock)
To: F.N.B. Corporation
The undersigned holder of [Series A - Cumulative Convertible Preferred
Stock] [Series B - Cumulative Convertible Preferred Stock] ("Preferred Stock")
of F.N.B. Corporation ("F.N.B.") has received and read the Prospectus relating
to the Plan and elects to participate in the Plan as follows:
___ 1. Full Dividend Reinvestment. Please reinvest the cash
dividends on all shares of Preferred Stock now registered or
subsequently registered in the name of the undersigned.
___ 2. Partial Dividend Reinvestment. Please reinvest the
cash dividends on _______ shares of Preferred Stock now registered in
the name of the undersigned.
___ 3. Optional Cash Payments. The undersigned wishes to
participate in the optional cash payment feature of the Plan.
$________. If you are making an optional cash payment at this time,
please indicate the amount and enclose a check or money order payable to
Chemical Bank, Plan Administrator.
I hereby appoint the Plan Administrator as my agent to apply any cash
dividends to be reinvested, and all optional cash payments enclosed or
hereafter received from me, to the purchase of whole and fractional shares of
Common Stock of F.N.B., all in accordance with the terms of the Plan.
Dated _______________________
_____________________________
_____________________________
Sign name(s) exactly as
shown, to the left, in the
case of joint ownership, all
owners must sign. Executors,
guardians, trustees,
attorneys and officers
signing for corporations
should give full title.
