SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Date of Report: May 15, 1996
F.N.B. CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-8144 25-1255406
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(State of Incorporation) (Commission File (IRS Employee
Number) Identification No.)
Hermitage Square, Hermitage, Pennsylvania 16148
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(Address of principal executive offices) (Zip Code)
(412) 981-6000
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(Registrant's telephone number, including area code)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On February 2, 1996, F.N.B. Corporation (FNB) signed a definitive
merger agreement with Southwest Banks, Inc. (Southwest), a bank holding company
headquartered in Naples, Florida with assets of approximately $386 million. The
merger agreement calls for an exchange of .819 share of FNB common stock for
each share of Southwest common stock, after giving effect to the 5% stock
dividend announced on April 24, 1996. FNB has reserved 3,276,700 shares to be
issued in conjunction with the merger.
In connection with the merger agreement, Southwest granted FNB an
option to purchase, under certain circumstances, up to 727,163 shares of
Southwest common stock at a price of $15.00 per share. The exchange ratio,
number of shares under option and the price of the options are all subject to
possible adjustment. The transaction will be accounted for as a pooling of
interests, and is expected to close in early 1997, subject to approval by
certain regulatory authorities and Southwest's shareholders.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following unaudited pro forma condensed combined financial
statements combine the historical unaudited consolidated financial statements of
FNB and Southwest on the assumption that the merger had been effective January
1, 1995. Onetime merger costs have not been included in the pro forma
adjustments. The merger of a wholly-owned subsidiary of FNB with and into
Southwest will be accounted for as a pooling of interests in accordance with
Generally Accepted Accounting Principles. These statements should be read in
conjunction with the historical consolidated financial statements of FNB and
Southwest.
The pro forma statements are intended for informational purposes and
may not be indicative of the combined financial position or results of
operations that actually would have occurred had the transaction been
consummated during the period or as of the date indicated, or which will be
attained in the future. The pro forma statements should be read in conjunction
with the Form 10-Q for the period ended March 31, 1996 for FNB and Southwest.
<PAGE>
PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 1996 - Unaudited
<TABLE>
<S> <C> <C> <C> <C>
F.N.B. Pro Forma Pro Forma
Corporation Southwest Adjustments Combined
----------- --------- --------- ---------
(Dollars in thousands)
Assets
Cash and due from banks $60,689 $28,528 $89,217
Interest bearing deposits with banks 4,886 4,886
Federal funds sold 13,235 12,554 25,789
Securities available for sale 221,740 59,786 $(2,784)(2) 278,742
Securities held to maturity 158,191 20,521 178,712
Loans available for sale 9,704 9,704
Loans, net of unearned income 1,229,598 251,061 1,480,659
Allowance for loan losses (21,696) (1,680) (23,376)
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Net Loans 1,217,606 249,381 1,466,987
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Premises and equipment 24,237 17,190 41,427
Other assets 37,397 4,305 535 (2) 42,237
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$1,737,981 $392,265 $(2,249) $2,127,997
========== ======== ======= =========
Liabilities
Deposits:
Non-interest bearing $159,374 $48,969 $208,343
Interest bearing 1,304,591 284,187 1,588,778
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Total deposits 1,463,965 333,156 1,797,121
Short-term borrowings 57,382 25,376 82,758
Other liabilities 29,405 3,446 32,851
Long-term debt 40,565 40,565
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Total liabilities 1,591,317 361,978 1,953,295
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Stockholders' Equity
Preferred stock 4,516 4,516
Common stock 17,268 365 (365)(4) 22,971
5,703 (3)
Additional paid-in capital 58,633 28,323 (28,323)(4) 80,363
64,511 (3)
(41,526)(3)
(1,255)(2)
Retained earnings 63,314 2,263 65,577
Net unrealized securities gains 3,328 (203) (994)(2) 2,131
Employee stock ownership plan obligation (461) (461)
Treasury stock (395) (395)
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Total Stockholders' Equity 146,664 30,287 (2,249) 174,702
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$1,737,981 $392,265 $(2,249) $2,127,997
========== ======== ======= ==========
Common shares outstanding at
period end 8,615,767 3,654,089 (172,621)(1)11,467,089
========= ========= ======== ==========
</TABLE>
(1) As of 3/31/96, FNB owned 172,621 shares of Southwest common stock.
(2) Adjust securities by Southwest common stock owned by FNB with a value of
$2,784,377; adjust net unrealized securities gains associated with the stock
and the related deferred taxes.
(3) Issuance of 2,851,322 shares of FNB common stock in exchange for all the
outstanding shares of Southwest common stock net of the book value of the
Southwest common stock owned by FNB.
(4) Elimination of par value of $.10 per share of Southwest common stock.
<PAGE>
PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the three months ended March 31, 1996 - Unaudited
<TABLE>
<S> <C> <C> <C> <C>
F.N.B. Pro Forma Pro Forma
Corporation Southwest Adjustments Combined
--------- -------- ----------- --------
(Dollars in thousands)
Interest Income
Loans, including fees $29,084 $5,879 $34,963
Securities:
Taxable 4,634 303 4,937
Tax exempt 373 373
Dividends 166 166
Other 453 1,153 1,606
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Total Interest Income 34,710 7,335 42,045
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Interest Expense
Deposits 13,249 2,810 16,059
Short-term borrowings 862 347 1,209
Long-term debt 742 742
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Total Interest Expense 14,853 3,157 18,010
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Net Interest Income 19,857 4,178 24,035
Provision for loan losses 1,368 225 1,593
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Net Interest Income After
Provision for Loan Losses 18,489 3,953 22,442
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Non-Interest Income
Insurance commissions and fees 921 921
Service charges 1,595 850 2,445
Trust 384 384
Gain on sale of securities 288 288
Other 488 488
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Total Non-Interest Income 3,676 850 4,526
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22,165 4,803 26,968
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Non-Interest Expense
Salaries 7,764 1,955 9,719
Net occupancy 1,197 293 1,490
Amortization of intangibles 270 270
Equipment 850 484 1,334
Deposit insurance 309 309
Other 4,799 854 5,653
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Total Non-Interest Expenses 15,189 3,586 18,775
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Income Before Income Taxes 6,976 1,217 8,193
Income taxes 2,109 416 2,525
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Net Income $4,867 $801 $0 $5,668
======= ====== ======== ========
Net Income Per Common Share
Primary $0.51 $0.20 $0.44
======= ====== =======
Fully diluted $0.49 $0.20 $0.43
======= ====== =======
</TABLE>
<PAGE>
PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the three months ended March 31, 1995 - Unaudited
<TABLE>
<S> <C> <C> <C> <C>
F.N.B. Pro Forma Pro Forma
Corporation Southwest Adjustments Combined
--------- -------- ----------- --------
(Dollars in thousands)
Interest Income
Loans, including fees $27,636 $4,420 $32,056
Securities:
Taxable 4,232 250 4,482
Tax exempt 375 375
Dividends 156 156
Other 236 680 916
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Total Interest Income 32,635 5,350 37,985
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Interest Expense
Deposits 11,897 1,918 13,815
Short-term borrowings 849 600 1,449
Long-term debt 781 781
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Total Interest Expense 13,527 2,518 16,045
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Net Interest Income 19,108 2,832 21,940
Provision for loan losses 1,541 150 1,691
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Net Interest Income After
Provision for Loan Losses 17,567 2,682 20,249
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Non-Interest Income
Insurance commissions and fees 737 737
Service charges 1,731 534 2,265
Trust 406 406
Gain on sale of securities 167 167
Other 368 368
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Total Non-Interest Income 3,409 534 3,943
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20,976 3,216 24,192
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Non-Interest Expense
Salaries 7,464 1,566 9,030
Net occupancy 1,164 223 1,387
Amortization of intangibles 328 328
Equipment 945 355 1,300
Deposit insurance 934 934
Other 4,281 863 5,144
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Total Non-Interest Expenses 15,116 3,007 18,123
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Income Before Income Taxes 5,860 209 6,069
Income taxes 1,876 55 1,931
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Net Income $3,984 $154 $0 $4,138
======= ====== ======== ========
Net Income Per Common Share
Primary $0.42 $0.05 $0.33
======= ====== =======
Fully diluted $0.40 $0.05 $0.32
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</TABLE>
<PAGE>
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
F.N.B. CORPORATION
(Registrant)
By: /s/John D. Waters
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Name: John D. Waters
Title: Vice President and Chief Financial
Officer
Dated: May 15, 1996
