FNB CORP/PA, S-3, 1997-07-23

FNB CORP/PA
S-3, 1997-07-23
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997

REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------

F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
PENNSYLVANIA 25-1255406
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
HERMITAGE SQUARE, HERMITAGE, PA 16148
(412) 981-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
</TABLE>

------------------------

JOHN D. WATERS
VICE PRESIDENT AND CHIEF FINANCIAL 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)

------------------------
COPY TO:
DAVID J. LOWE
COHEN & GRIGSBY, P.C.
2900 CNG TOWER
625 LIBERTY AVENUE
PITTSBURGH, PA 15222

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. [ ]

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, check the following box. [X]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
AMOUNTS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Subordinated Term Notes Due 3, 6, 9,12, 18, 24, 30, 36, 48,
60, 84 and 120 Months.................................... -- 100% -- --
- -------------------------------------------------------------------------------------------------------------------------
Subordinated Daily Notes................................... -- 100% -- --
- -------------------------------------------------------------------------------------------------------------------------
Total...................................................... $75,000,000 $75,000,000 $22,727.27
=========================================================================================================================
</TABLE>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================
<PAGE> 2

F.N.B. CORPORATION

$75,000,000

AGGREGATE PRINCIPAL AMOUNT OF
SUBORDINATED TERM NOTES DUE
3, 6, 9, 12, 18, 24, 30, 36, 48, 60, 84 AND 120 MONTHS
AND
SUBORDINATED DAILY NOTES

This Prospectus relates to the offering of (i) Subordinated Term Notes due
3, 6, 9, 12, 18, 24, 30, 36, 48, 60, 84 and 120 Months (in the aggregate, the
"Term Notes") and (ii) Subordinated Daily Notes (the "Daily Notes") of F.N.B.
Corporation (the "Company"). The Daily Notes and all series of the Term Notes
are collectively referred to as the "Securities." See "Summary of Terms of
Securities" on page 3.

The Company will determine, from time to time, the rate of interest payable
on the Term Notes, which rate will be at least equal to the rate established for
the most recent auction average of United States Treasury Bills with a maturity
of 26 weeks (the "T-Bill Rate"), but no more than 5% above the T-Bill Rate. The
rate of interest at the time of purchase of a Term Note will be the rate payable
throughout the original term of the Term Note. The interest rate payable on the
Daily Notes will be determined by the Company and may fluctuate on a monthly
basis. Once adjusted, such interest rate will remain in effect until next
adjusted by the Company. The interest rate on the Daily Notes will be no less
than 3% below nor more than 5% above the rate established for the most recent
auction average of United States Treasury Bills with a maturity rate of 13
weeks. In no event will the interest rate on the Term Notes and the Daily Notes
be more than 16% per annum or less than 5% per annum.

All Securities offered hereby are subject to redemption by the Company prior
to maturity. The Securities are also redeemable by the holder prior to maturity
(with certain interest penalties, in the case of the Term Notes). The Company,
in its sole discretion, may require the holder to give 30 days' prior written
notice of a redemption. The Securities will be subordinated to Senior
Indebtedness of the Company as described herein. As of March 31, 1997, the
Company had $8.0 million of Senior Indebtedness. See "Description of
Securities."

The Securities are being offered by the Company without an underwriter or
selling agent and will be sold at the offices of the Company's consumer finance
subsidiary, Regency Finance Company ("Regency"), and its wholly-owned
subsidiary, Citizens Financial Services, Inc. The Securities are being offered
on a continuous basis without an expected termination date. There can be no
assurance that all or any portion of the Securities will be sold. THE SECURITIES
WILL NOT BE LISTED FOR TRADING ON ANY SECURITIES EXCHANGE AND THE COMPANY DOES
NOT EXPECT THAT ANY ACTIVE TRADING MARKET IN THE SECURITIES WILL DEVELOP.

THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS DEPOSITS OR OBLIGATIONS OF AN
INSURED DEPOSITORY INSTITUTION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION ("FDIC").

SEE "RISK FACTORS" ON PAGE 2 FOR CERTAIN CONSIDERATIONS RELEVANT TO AN
INVESTMENT IN THE SECURITIES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO THE
PUBLIC COMMISSIONS (1) COMPANY (2)
----------- ------------------- ---------------
<S> <C> <C> <C>
Per Security........................................ 100% none 100%
Total Securities.................................... $75,000,000 none $75,000,000
</TABLE>

- ---------

(1) The Securities will be sold by employees and officers of the Company's
wholly-owned subsidiary, Regency Finance Company, and its subsidiary,
Citizens Financial Services, Inc., without commission or compensation.

(2) Before deducting expenses estimated at approximately $71,727, payable by the
Company.
------------------
THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices located at 500
West Madison Street, Suite 1400, Chicago, Illinois 60621-2511 and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such reports,
proxy statements and other information also may be obtained at the internet web
site that the Commission maintains at http://www.sec.gov.

The Company has filed with the Commission in Washington, D.C. a
registration statement (herein together with all amendments thereto called the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to the Securities covered by this Prospectus. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
items of which are contained in exhibits to the Registration Statement as
permitted by the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement including the
exhibits filed as a part thereof. Copies of the Registration Statement can be
inspected at the principal office of the Commission in Washington, D.C. and
copies thereof may be obtained from the Commission at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed with the Commission by the Company
are incorporated in this Prospectus by reference:

(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, as amended by Amendment No. 1 on Form 10-K/A filed on
June 27, 1997;

(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and

(iii) The Company's Current Reports on Form 8-K filed January 24,
1997, March 5, 1997, April 22, 1997 and July 22, 1997.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference into this Prospectus.
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 which also is or is deemed to be incorporated by
reference herein modifies or supersedes 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 COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED HEREIN BY REFERENCE,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO
F.N.B. CORPORATION, HERMITAGE SQUARE, HERMITAGE, PENNSYLVANIA 16148, ATTENTION:
MR. JOHN D. WATERS, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, (412) 981-6000.

RISK FACTORS

The Securities offered hereby will constitute general unsecured obligations
of the Company. All offerees should consider the following risk factors in
deciding whether or not to purchase the Securities:

Securities Not Insured: The Securities are not obligations of an insured
depository institution and are not insured by the FDIC or any other governmental
agency. Accordingly, if the funds used by an investor to

2
<PAGE> 4

purchase the Securities are taken from a savings account in a bank or
savings'and loan association or certificates of deposit issued by any such
institution, the investor should recognize that the Securities carry a greater
degree of risk than a deposit in any such institution.

Transferability of the Securities Limited: There is no trading market for
the Securities and the Company does not expect one to develop. Potential
investors should not purchase the Securities with the expectation that a trading
market for the Securities will subsequently develop. The Securities are
non-negotiable. All transfers and assignments of the Securities may be made only
at the offices of the Company's sales and paying agents, Regency Finance
Company, and its subsidiary, Citizens Financial Services, Inc.

Securities Subordinated to Senior Indebtedness: Payment of the indebtedness
evidenced by the Securities is subordinate to the prior payment when due of the
principal of and interest on all Senior Indebtedness of the Company. As of March
31, 1997, the principal amount of the Company's Senior Indebtedness was $8.0
million and the principal amount of all Company indebtedness ranking pari passu
or equal in right of payment with the Securities was $153,612,000. The Company
has the absolute right to increase or decrease the amount of Senior Indebtedness
to which the Securities will be subordinate.

The Company's ability to make required principal and interest payments with
respect to the Securities depends on its ability to receive funds from its
subsidiaries. The right of the Company, and thus the right of its creditors, to
participate in any distribution of earnings or assets of the Company's
subsidiaries is subject to the prior claims of creditors of such subsidiaries.
As of March 31, 1997, the amount of such claims (excluding deposit liabilities)
was $74.3 million. See "Description of Securities--General Provisions Applicable
To All Securities Offered Hereby."

In addition, under applicable federal and state statutes and regulations,
the dividends that may be paid to the Company by its bank subsidiaries without
prior regulatory approval are subject to limitations. Furthermore, various
regulatory offices have authority to prohibit banks from engaging in unsafe and
unsound banking practices. The payment of a dividend by a bank could, depending
on the financial condition of such bank and other factors, be considered an
unsafe and unsound banking practice. The ability of the subsidiaries to pay
dividends is, and is expected to continue to be, influenced by regulatory
policies and capital guidelines.

Penalty for Early Redemption of Securities: Holders of Term Notes who elect
to redeem such Term Notes prior to maturity shall forfeit one month of interest
earned or that could have been earned (in the case of 3, 6, 9 or 12 Month Term
Notes), or 3 months of interest earned or that could have been earned (in the
case of all other Term Notes) on the amount so redeemed. In addition, the
Company, in its sole discretion, may require a holder of a Security to provide
the Company thirty (30) days' prior written notice of a redemption demanded by
the holder. See "Description of Securities--Redemption of Term Notes at Option
of Holder" and "--Terms of Subordinated Daily Notes."

3
<PAGE> 5

SUMMARY OF TERMS OF SECURITIES

SUBORDINATED TERM NOTES DUE 3, 6, 9, 12, 18, 24, 30, 36, 48, 60, 84 AND 120
MONTHS

<TABLE>
<S> <C>
Minimum Investment $500
Interest Rate As determined by the Company at time of purchase; at
least equal to the rate for 26 week Treasury Bills,
but no less than 5% per annum and no more than 16%
per annum
Interest Payment At the holder's option, either monthly, quarterly
(except for 3 and 6 Month Notes) or at maturity
Automatic Extension Automatically extended for an equivalent term at then
prevailing interest rate, unless redeemed by the
holder
Redemption Redeemable at holder's option with forfeiture of one
month's interest for 3, 6, 9 and 12 Month Notes and
three months' interest for all other Notes. The
Company, in its sole discretion, may require the
holder to give 30 days' prior written notice of a
redemption. Redeemable at the option of the Company
at any time upon 30 days notice
Subordination Subordinated to all Senior Indebtedness
SUBORDINATED DAILY NOTES
Minimum Investment $50
Interest Rate As determined by the Company and adjusted monthly
effective on the first day of the month; no less than
3% below or more than 5% above the rate for 13 week
Treasury Bills, but no less than 5% per annum and no
more than 16% per annum
Interest Payment Accrued daily and compounded quarterly, payable upon
redemption
Redemption Redeemable in whole or in part at any time at the
option of the holder. The Company, in its sole
discretion, may require the holder to give 30 days'
prior written notice of a redemption. Redeemable at
the option of the Company at any time upon 30 days'
notice
Subordination Subordinated to all Senior Indebtedness
</TABLE>

THE COMPANY

GENERAL

The Company is a financial services holding company headquartered in
Hermitage, Pennsylvania. It provides a broad range of financial services to its
customers through its bank and consumer finance subsidiaries in Pennsylvania,
southwestern Florida, eastern Ohio and southwestern New York. The Company's main
office is located at Hermitage Square, Hermitage, Pennsylvania 16148 and its
telephone number is (412) 981-6000.

The Company was formed in 1974 as the holding company of its then sole
subsidiary, First National Bank of Pennsylvania ("First National"). The Company
currently operates six other bank subsidiaries and one consumer finance company
in Pennsylvania, southwestern Florida, eastern Ohio and southwestern New York.
On January 21, 1997, the Company acquired Southwest Banks, Inc. ("Southwest"), a
multibank holding company with banking subsidiaries located in Naples and Cape
Coral, Florida. On April 18, 1997, the Company acquired West Coast Bancorp, Inc.
("West Coast"), a bank holding company located in Cape

4
<PAGE> 6

Coral, Florida with assets of approximately $170 million. On June 30, 1997, the
Company sold its wholly-owned subsidiary, Bucktail Bank and Trust Company, a
Pennsylvania state chartered bank ("Bucktail"), to Sun Bancorp, Inc. ("Sun") in
exchange for 13.8% of the outstanding stock of Sun.

The Company, through its subsidiaries (all of which are collectively
referred to as the "Subsidiaries"), provides a full range of financial services,
principally to consumers and small to medium-size businesses in its market
areas. The Company's business strategy has been to focus primarily on providing
quality, community-based financial services adapted to the needs of each of the
markets it serves. The Company has emphasized its community orientation by
preserving the names and local boards of directors of its Subsidiaries, by
allowing its Subsidiaries autonomy in decision-making and thus enabling them to
respond to customer requests more quickly, and by concentrating on transactions
within its market areas. However, while the Company has sought to preserve the
identities and autonomy of its Subsidiaries, it has established centralized
credit analysis, loan review, investment, audit, data processing functions and
to a lesser extent, financial accounting functions. The centralization of these
processes has enabled the Company to maintain consistent quality of these
functions and to achieve certain economies of scale.

The Company's lending philosophy is to minimize credit losses by following
uniform credit approval standards (which include independent analysis of
realizable collateral value), diversifying its loan portfolio, maintaining a
relatively modest average loan size and conducting ongoing review and management
of the loan portfolio. The Company is an active residential mortgage lender, and
its commercial loans are generally to established local businesses. The Company
does not have a significant amount of construction loans and has no highly
leveraged transaction loans or loans to foreign countries.

No material portion of the deposits of the Company's Subsidiaries has been
obtained from a single or small group of customers, and the loss of any
customer's deposits or a small group of customers' deposits would not have a
material adverse effect on the business of the Company.

Information as of May 31, 1997 for the Company's existing bank and consumer
finance Subsidiaries (including the year established and location of principal
office for each), excluding Bucktail, is set forth below. All Subsidiaries are
wholly-owned by the Company.

<TABLE>
<CAPTION>
NUMBER OF
TOTAL TOTAL BRANCH
ASSETS DEPOSITS OFFICES
---------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
BANK SUBSIDIARIES:
First National Bank of Pennsylvania (est. 1864)............ $1,061,921 $ 931,065 32
Hermitage, Pennsylvania
First National Bank of Naples (est. 1988).................. 415,512 324,722 5
Naples, Florida
The Metropolitan Savings Bank of Ohio (est. 1922).......... 312,775 282,810 11
Youngstown, Ohio
Cape Coral National Bank (est. 1994)....................... 241,422 217,940 5
Cape Coral, Florida
Reeves Bank (Est. 1868).................................... 136,812 122,880 9
Beaver Falls, Pennsylvania
First County Bank (est. 1987).............................. 42,257 37,796 2
Chardon, Ohio ---------- ---------- --
First National Bank of Fort Myers (est. 1989).............. 37,922 25,175 2
Fort Myers, Florida
Total................................................. $2,248,621 $1,942,388 66
========== ========== ==
CONSUMER FINANCE SUBSIDIARY:
Regency Finance Company (est. 1927)........................ $ 100,604 N/A 36
Hermitage, Pennsylvania
</TABLE>

5
<PAGE> 7

The Company has four other operating Subsidiaries, Penn-Ohio Life Insurance
Company ("Penn-Ohio"), Customer Service Center of F.N.B., LLC ("Customer
Service"), Mortgage Service Corporation ("Mortgage Service") and F.N.B. Building
Corporation ("F.N.B. Building"). Penn-Ohio underwrites, as a reinsurer, credit
life and accident and health insurance sold by the Company's Subsidiaries.
Customer Service provides data processing and other related services to the
Subsidiaries of the Corporation. Mortgage Service services mortgage loans for
unaffiliated financial institutions and F.N.B. Building owns real estate that is
leased to certain subsidiaries. As of May 31, 1997, the Company and its
Subsidiaries had approximately 1,003 full-time equivalent employees, excluding
the full-time equivalent employees at Bucktail.

OPERATIONS OF THE BANK SUBSIDIARIES

The Company's Subsidiaries offer services traditionally offered by
full-service commercial banks, including commercial and individual demand and
time deposit accounts, commercial, mortgage and individual installment loans,
credit card and discount brokerage services through correspondent banks, night
depository, automated teller services, computer services, safe deposit boxes,
money order services, travelers checks, government savings bonds, food stamp
sales and utility bill payments.

In addition, First National operates a trust department which offers a
broad range of personal and corporate fiduciary services, including the
administration of decedent and trust estates. As of March 31, 1997, trust assets
under management at First National totaled $279.1 million.

OPERATIONS OF THE CONSUMER FINANCE SUBSIDIARY

The Company's consumer finance Subsidiary is involved principally in making
personal installment loans to individuals and purchasing installment sales
finance contracts from retail merchants and automobile dealerships.

USE OF PROCEEDS

The net proceeds to the Company of the offering of Securities contemplated
hereby are estimated to be approximately $74,928,273 (after payment of offering
expenses estimated at $71,727). Such net proceeds will be used (i) primarily as
a loan to Regency to fund its lending and purchasing activities and (ii) for
general corporate purposes of the Company. There can be no assurance that the
Company will receive any particular amount of proceeds from the offering of the
Securities.

6
<PAGE> 8

CAPITALIZATION

The following table sets forth the supplemental consolidated capitalization
of the Company at March 31, 1997, giving retroactive effect to the mergers with
Southwest and West Coast, each of which was accounted for as a
pooling-of-interests, and as adjusted to give effect to the sale of the
Securities in this offering.

<TABLE>
<CAPTION>
AT MARCH 31, 1997
------------------------
ACTUAL AS ADJUSTED
--------- -----------
(IN THOUSANDS)
<S> <C> <C>
SHORT-TERM DEBT
Subordinated notes with original maturities 1 year or less:
Subordinated Term Notes due 3, 6, 9 and 12 Months (various rates)... $ 23,109 43,109(1)
Subordinated Daily Notes............................................ 30,689 60,689(1)
Other short-term borrowings........................................... 62,191 62,191
--------- ---------
Total short-term debt............................................ $ 115,989 $ 165,989
========= =========
LONG-TERM DEBT
Real estate mortgages payable......................................... $ 112 $ 112
Advances from Federal Home Loan Bank (various rates due 1997-2001).... 10,029 10,029
Subordinated capital notes of the Company (due from 1997-2002)........ 10,106 10,106
Subordinated Term Notes, due 18, 24, 30, 36, 48, 60, 84 and 120 months
(various rates)..................................................... 25,488 50,488(1)
--------- ---------
Total long-term debt............................................. $ 45,735 $ 70,735
========= =========
STOCKHOLDERS' EQUITY
Preferred stock, $10.00 par value, 20,000,000 shares authorized:
23,588 shares of Series A Preferred Stock issued and outstanding.... $ 236 $ 236
299,680 shares of 7 1/2% Cumulative Convertible Preferred Stock,
Series B issued and outstanding.................................. 2,997 2,997
Common stock, $2.00 par value, 100,000,000 shares authorized,
14,040,940 shares issued and outstanding............................ 26,751 26,751
Additional paid-in capital............................................ 104,043 104,043
Retained earnings..................................................... 68,955 68,955
Net unrealized securities gains....................................... 422 422
Treasury stock........................................................ (1,464) (1,464)
--------- ---------
Total stockholders' equity....................................... $ 201,940 $ 201,940
========= =========
Total long-term debt and stockholders' equity.................... $ 247,675 $ 272,675
========= =========
</TABLE>

- ---------

(1) Term Notes and Daily Notes offered hereby total $75,000,000. The amounts
shown in the As Adjusted column are projections only. There can be no
assurance that all $75,000,000 of the Term Notes and Daily Notes will be
sold in the amounts indicated.

7
<PAGE> 9

The following table presents capital ratios for the Company at March 31,
1997 and as adjusted to give effect to the issuance and sale of $75,000,000 of
Securities offered hereby (after giving effect to the payment of estimated
offering expenses). The "As Adjusted" risk-based capital ratios have been
computed assuming net proceeds of the offering are $74,928,273.

<TABLE>
<CAPTION>
REGULATORY AS
CAPITAL RATIOS MINIMUM ACTUAL ADJUSTED
- -------------- ---------- ------ --------
<S> <C> <C> <C>
Risk-based capital
Tier 1....................................................... 4.00% 11.77% 11.27%
Total........................................................ 8.00 13.60 13.02
Leverage..................................................... 4.00 8.21 7.96
Common stockholders' equity to total assets.................... -- 8.12 7.88
Total stockholders' equity to total assets..................... -- 8.25 8.00
</TABLE>

8
<PAGE> 10

SUMMARY SUPPLEMENTAL CONSOLIDATED FINANCIAL DATA

The following table sets forth summary supplemental consolidated financial
data for the Company for the periods indicated, giving retroactive effect to the
mergers with Southwest and West Coast, each of which was accounted for as a
pooling-of-interests. This information should be read in conjunction with the
supplemental financial statements and notes thereto incorporated by reference in
this Prospectus.

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH
31, AT OR FOR THE YEAR ENDED DECEMBER 31,
------------------------ ------------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS:
Interest income............... $ 47,942 $ 45,146 $ 183,583 $ 172,512 $ 149,275 $ 144,251 $ 141,844
Interest expense.............. 20,363 19,299 77,616 74,754 59,895 62,858 69,798
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income......... 27,579 25,847 105,967 97,758 89,380 81,393 72,046
Provision for loan losses..... 2,228 1,727 9,791 6,930 9,177 9,863 15,796
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income after
provision for loan
losses.................... 25,351 24,120 96,176 90,828 80,203 71,530 56,250
Non-interest income........... 5,863 5,128 20,407 19,215 17,108 18,488 15,197
Non-interest expenses......... 21,188 20,436 86,811 78,664 74,571 72,216 59,832
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before taxes........... 10,026 8,812 29,772 31,379 22,740 17,802 11,615
Income taxes.................. 3,238 2,736 9,893 10,300 7,550 5,583 3,305
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income.................. $ 6,788 $ 6,076 $ 19,879 $ 21,079 $ 15,190 $ 12,219 $ 8,310
========== ========== ========== ========== ========== ========== ==========
PER SHARE DATA (A):
Net income:
Primary..................... $ 0.47 $ 0.42 $ 1.35 $ 1.45 $ 1.06 $ 0.93 $ 0.68
Fully diluted............... 0.45 0.41 1.32 1.41 1.05 0.93 0.68
Cash dividends (FNB).......... 0.15 0.15 0.60 0.33 0.24 0.23 0.21
Cash dividends (West Coast)... 0.10 0.05 0.23 0.20 0.17 0.08 --
Book value, end of period..... 13.86 13.01 13.70 12.65 11.42 10.45 9.82
SELECTED AVERAGE BALANCES:
Assets........................ $2,436,873 $2,232,075 $2,304,180 $2,159,969 $2,035,364 $1,939,523 $1,695,918
Securities.................... 476,217 455,764 456,023 455,505 475,452 508,774 366,236
Net Loans..................... 1,752,436 1,585,203 1,651,321 1,519,084 1,390,620 1,273,697 1,150,894
Deposits...................... 2,036,173 1,873,804 1,931,672 1,815,935 1,728,386 1,533,918 1,817,065
Long-term debt................ 39,802 44,917 49,977 39,856 33,000 31,484 25,859
Preferred stock............... 3,379 4,516 4,021 4,540 4,576 4,600 2,989
Stockholders' equity.......... 202,591 182,180 195,109 177,870 159,347 135,767 119,225
SELECTED PERIOD END BALANCES:
Assets........................ $2,448,018 $2,281,671 $2,418,407 $2,238,525 $2,087,816 $1,982,920 $1,935,643
Securities.................... 485,536 484,490 496,619 458,009 448,971 485,997 552,091
Net loans..................... 1,727,089 1,556,561 1,700,332 1,525,940 1,437,809 1,209,018 1,156,577
Deposits...................... 2,054,978 1,932,523 2,013,888 1,896,145 1,748,718 1,714,527 1,694,527
Long-term debt................ 45,735 41,565 58,179 50,784 56,614 32,528 33,198
Preferred stock............... 3,233 4,516 3,525 4,516 4,563 4,582 4,605
Stockholders' equity.......... 201,940 191,372 199,285 188,146 167,096 142,277 125,869
SELECTED PERFORMANCE RATIOS:
Return on average assets...... 1.13% 1.09% 0.86% 0.98% 0.75% 0.63% 0.49%
Return on average equity...... 13.59 13.41 10.19 11.85 9.53 9.00 6.97
Total equity/total assets..... 8.25 8.37 8.24 8.40 8.00 7.18 6.50
Net interest margin (fully
taxable equivalent)......... 4.98 5.10 5.03 4.95 4.83 4.56 4.52
Dividend payout............... 27.29 23.47 32.04 17.25 17.88 20.27 25.96
</TABLE>

9
<PAGE> 11

- ---------

Notes:

(A) Net income per common share is based on weighted average shares outstanding
adjusted retroactively for stock splits and stock dividends. Cash dividends
per common share are based on the actual cash dividends declared adjusted
for stock splits and stock dividends. Book value per common share is based
on shares outstanding at each period-end adjusted retroactively for stock
splits and stock dividends.

(B) Non-performing assets include non-accrual loans, other real estate owned and
restructured loans.

RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
AT OR FOR AT OR FOR THE YEAR ENDED DECEMBER
PERIOD ENDED 31,
MARCH 31, ------------------------------------
1997 1996 1995 1994 1993 1992
------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings to fixed charges, excluding preferred
stock dividend requirements*
Excluding interest on deposits............... 5.15x 4.29x 4.30x 3.98x 3.71x 2.95x
Including interest on deposits............... 1.49 1.38 1.41 1.38 1.28 1.16
Earnings to fixed charges, including preferred
stock dividend requirements*
Excluding interest on deposits............... 4.67x 3.80x 3.78x 3.40x 3.09x 2.60x
Including interest on deposits............... 1.47 1.36 1.39 1.35 1.25 1.15
</TABLE>

- ---------
* For purposes of computing the ratios of earnings to fixed charges, income
before income taxes plus fixed charges has been divided by fixed charges. For
purposes of computing the ratios of earnings to combined fixed charges and
preferred stock dividends, income before income taxes plus fixed charges has
been divided by fixed charges and pre-tax earnings required to cover preferred
stock dividends. Fixed charges, excluding interest on deposits, represent
interest expense plus the estimated interest component of net rental expense.
Fixed charges, including interest on deposits, consist of the foregoing items
plus interest on deposits. Pre-tax earnings required to cover preferred stock
dividends have been computed by dividing preferred stock dividends by one
minus the statutory income tax rate.

<PAGE> 12

DESCRIPTION OF SECURITIES

GENERAL

All series of the Securities will be issued under an Indenture, dated as of
May 15, 1992, as supplemented by the First Supplemental Indenture dated as of
January 1, 1994, (the "Indenture"), between the Company and Northern Central
Bank, of Williamsport, Pennsylvania as trustee (the "Trustee"). The Securities
will be subordinated, unsecured obligations of the Company. The material terms,
provisions and covenants contained in the Securities and the Indenture are
described below.

The Securities will be subordinate in right of payment to Senior
Indebtedness of the Company, as described below under "Subordination." The
Indenture does not limit the incurrence of Senior Indebtedness or any other
debt, secured or unsecured, of the Company or any Subsidiary, nor does it
contain any terms which would afford protection to holders of the Securities
("Holders") issued thereunder in the event of a recapitalization, a change in
control, a highly leveraged transaction or a restructuring involving the
Company.

The Securities will be obligations of the Company only. Because the Company
is a holding company, its rights and the rights of its creditors, including the
Holders of the Securities, to participate in the distribution of the assets of
any of the Company's Subsidiaries upon liquidation, dissolution or
reorganization of a Subsidiary will be subject to the prior claims of the
Subsidiaries' creditors (including depositors in a bank or savings and loan
Subsidiary), except to the extent that the Company may itself be a creditor with
recognized claims against the Subsidiary.

The terms of the Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act") as in effect on the date of the Indenture.
The Securities are subject to all such terms, and holders of the Securities are
referred to the Indenture and the Trust Indenture Act for a statement of them.
The statements under this caption relating to the Indenture, a copy of which is
filed as an exhibit to the Registration Statement, and the Securities are
summaries and do not purport to be complete. Such summaries make use of certain
terms defined in the Indenture and are qualified in their entirety by express
reference to the Indenture.

TERMS OF SUBORDINATED TERM NOTES DUE 3, 6, 9, 12, 18, 24, 30, 36, 48, 60, 84 AND
120 MONTHS

Subordinated Term Notes Due 3 Months or 6 Months.

Each 3 Month and 6 Month Term Note will be issued in the minimum principal
amount of $500 and will mature 3 months or 6 months, respectively, after date of
issue unless redeemed or extended as provided therein. The Company will
determine, from time to time, the rate of interest payable on such Term Notes,
which rate of interest will be at least equal to the rate established for the
most recent auction average of United States Treasury Bills with a maturity of
26 weeks, but not more than 5% above such rate. In no event will the rate of
interest payable on such Term Notes be greater than 16% per annum or less than
5% per annum. The rate of interest at the time of purchase will be the rate
payable throughout the original term of the Term Note. Interest will be payable,
at the Holder's option, either monthly or at maturity.

The 3 Month and 6 Month Term Notes will be automatically extended for
successive three (3) or six (6) month terms, as the case may be, at the rate(s)
of interest then in effect for Term Notes of comparable maturity unless, prior
to maturity, the Company receives notification of the Holder's intention to
redeem the Term Note. All of the terms and conditions applicable to such Term
Notes when issued will also apply during each period of extension.

Subordinated Term Notes Due 9 Months, 12 Months, 18 Months, 24 Months, 30
Months, 36 Months, 48 Months, 60 Months, 84 Months or 120 Months.

Each 9, 12, 18, 24, 30, 36, 48, 60, 84, and 120 Month Term Note will be
issued in the minimum principal amount of $500 and will mature 9 months, 12
months, 18 months, 24 months, 30 months, 36 months, 48 months, 60 months, 84
months or 120 months after date of issue, unless redeemed or extended as
provided therein. The Company will determine, from time to time, the rate of
interest payable on such Term Notes,

11
<PAGE> 13

which rate of interest, in each case, will be at least equal to the rate
established by the most recent auction average of United States Treasury Bills
with a maturity of 26 weeks, but no more than 5% above such rate. In no event
will the rate of interest payable on such Term Notes be greater than 16% per
annum or less than 5% per annum. The said rate of interest as established at the
time of purchase will be payable throughout the original term of the Term Note.
Interest will be payable, at the Holder's option, either monthly or quarterly or
will be compounded quarterly and paid at maturity.

These Term Notes will be automatically extended for successive terms, equal
in duration to their original term, at the rate(s) of interest then in effect
for Term Notes of comparable maturity unless, prior to maturity, the Company
receives notification of the Holder's intent to redeem the Term Note. All of the
terms and conditions applicable to such Term Notes when issued will also apply
during each period of extension.

Redemption of Term Notes at Option of Holder.

The Holder of a Term Note will have the right, at such Holder's option, to
redeem a Term Note prior to maturity. As to a 3 Month, 6 Month, 9 Month or a 12
Month Term Note, the Holder shall, upon such redemption prior to maturity,
forfeit an amount equal to one month of interest earned, or that could have been
earned, on the amount so redeemed at the rate being paid on the Term Note,
regardless of the length of time that the Holder has owned the Term Note. As to
an 18 Month, 24 Month, 30 Month, 36 Month, 48 Month, 60 Month, 84 Month or 120
Month Term Note, the Holder shall forfeit an amount equal to 3 months of
interest earned, or that could have been earned, on the amount so redeemed at
the rate being paid on the Term Note, regardless of the length of time that the
Holder has owned the Term Note. Where necessary to comply with the requirements
of this paragraph, interest already paid to or for the account of the Holder
will be deducted from the amount redeemed. Holders of Term Notes will also have
the right to make partial redemptions prior to maturity, provided however, that
a partial redemption may not reduce the principal amount of a Term Note to less
than $500. The above mentioned forfeitures will be calculated only upon the
principal amount of the Term Note. Term Notes may be redeemed before maturity
without forfeiture of interest upon the death of any Holder or if the Holder is
determined to be legally incompetent by a court or any other administrative body
of competent jurisdiction. The Company retains the right to require the Holder
to give the Company no less than thirty (30) days' prior written notice, by
first class mail, of a redemption demanded by the Holder, which notice shall
specify the principal amount of the Security to be redeemed and the redemption
date.

TERMS OF SUBORDINATED DAILY NOTES

Daily Notes will be issued in the minimum original principal amount of $50.
Holders of Daily Notes may adjust the original principal amount at any time by
increases or decreases resulting from additional purchases or partial
redemptions; provided, however, that partial redemptions must be in the minimum
amount of $50 and may not reduce the principal amount of the Daily Note below
$50. Upon presentation of a Daily Note to the Company, the Company will, for the
Holder's convenience, record any adjustments to the original principal amount,
such as additional purchases or partial redemptions.

If the holder redeems in full the obligation represented by a Daily Note,
such Daily Note must be surrendered by the Holder to the Company and the
indebtedness evidenced thereby shall be fully discharged by payment to the
Holder of the outstanding principal amount thereof, together with any accrued
but unpaid interest. The Company retains the right to require the Holder to give
the Company no less than thirty (30) days' prior written notice, by first class
mail, of a redemption demanded by the Holder, which notice shall specify the
principal amount of the Daily Note to be redeemed and the redemption date.

The interest rate payable on the Daily Note will be determined by the
Company and may fluctuate on a monthly basis. Any adjustment to the interest
rate will be made by the Company on the first day of the month. The fluctuation
may reflect adjustments which are either increases or decreases in the rate of
interest payable. The interest rate, once adjusted, will be effective as of the
first day of each month and shall remain in effect until next adjusted by the
Company. The interest rate will be no less than 3% below nor more than 5% above
the rate established for the most recent auction average of United States
Treasury Bills with maturity of 13

12
<PAGE> 14

weeks. In no event will the rate of interest payable be more than 16% per annum
or less than 5% per annum. Interest will be accrued daily and compounded
quarterly.

GENERAL PROVISIONS APPLICABLE TO ALL SECURITIES OFFERED HEREBY

Optional Redemption by Company.

The Company will have the right, at its option, to call any of the
Securities offered hereby for redemption before maturity, at any time. Each
partial redemption payment shall be made ratably on all the Outstanding
Securities of the particular series called for redemption. Interest on the
Securities will continue to accrue until the date of redemption and no premium
shall be paid thereon. The Company will give the Holder not less than thirty
(30) days' prior written notice by first class mail of each redemption,
specifying, among other things, the principal amount of the Security to be
redeemed and the redemption date. Notice of redemption having been given by the
Company as aforesaid, the principal amount of the Security specified in such
notice, together with interest accrued and unpaid thereon to the date of
redemption, will become due and payable on such redemption date.

Subordination.

The indebtedness evidenced by the Securities is subordinate to the prior
payment when due of the principal of and interest on all Senior Indebtedness.
Upon maturity of any Senior Indebtedness, payment in full must be made on such
Senior Indebtedness before any payment is made on or in respect of the
Securities. During the continuance of any default in payment of principal of (or
premium, if any) or interest or sinking fund on any Senior Indebtedness, or any
other event of default with respect to Senior Indebtedness pursuant to which the
holders thereof have accelerated the maturity thereof, no direct or indirect
payment may be made or agreed to be made by the Company on or in respect of the
Securities. Upon any distribution of assets of the Company in any dissolution,
winding up, liquidation or reorganization of the Company, payment of the
principal of and interest on the Securities will be subordinated, to the extent
and in the manner set forth in the Indenture, to the prior payment in full of
all Senior Indebtedness. The Indenture does not limit the Company's ability to
increase the amount of Senior Indebtedness or to incur any additional
indebtedness in the future that may affect the Company's ability to make
payments under the Securities. Except as described above, the obligation of the
Company to make payment of principal, premium, if any, or interest on the
Securities will not be affected. The Holders of the Securities will be
subrogated to the rights of the holders of the Senior Indebtedness to the extent
of payments made on Senior Indebtedness out of the distributive share of the
Securities. By reason of such subordination, in the event of a distribution of
assets upon insolvency, certain general creditors of the Company may recover
more, ratably, than Holders of the Securities.

"Senior Indebtedness" means Indebtedness of the Company outstanding at any
time other than Indebtedness of the Company to a Subsidiary for money borrowed
or advanced from any such Subsidiary except Indebtedness which by its terms is
not superior in right of payment to the Securities. "Indebtedness" means (1) any
debt of the Company (i) for borrowed money or (ii) evidenced by a note,
debenture or similar instrument (including a purchase money obligation) given in
connection with the acquisition of any property or assets, including securities;
(2) any debt of others described in the preceding clause (1) which the Company
has guaranteed or for which it is otherwise liable; and (3) any amendment,
renewal, extension or refunding of any such debt. As of March 31, 1997, the
outstanding amount of Senior Indebtedness of the Company was approximately $8.0
million.

Defaults and Remedies.

The term "Events of Default" when used in the Indenture means any one of
the following: (i) failure of the Company to pay interest which failure
continues for 30 days, or failure to pay principal of (or premium, if any, on)
any of the Securities when due (whether or not prohibited by the subordination
provisions); (ii) failure to perform any other covenant or breach of any
warranty continuing for 60 days after the Company receives written notice of
such failure or breach; (iii) the default under any instrument governing
indebtedness of the Company or any Subsidiary for money borrowed or guaranteed
which constitutes a failure to pay principal in an aggregate principal amount
exceeding $1,000,000 or which shall have resulted in an aggregate

13
<PAGE> 15

principal amount of at least $1,000,000 becoming or being declared due prior to
its stated maturity, and which default is not cured within 30 days after the
Company receives written notice thereof; and (iv) certain events of bankruptcy,
insolvency or reorganization involving the Company or certain of its
Subsidiaries.

The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default, mail to the Holders notice of all uncured defaults
known to it (the term "default" for this purpose shall only mean the happening
of any Event of Default specified above, excluding grace periods), provided
that, except in the case of default in the payment of principal of or interest
on any of the Securities, the Trustee shall be protected in withholding such
notice if it in good faith determines that the withholding of such notice is in
the interest of the Holders.

If an Event of Default occurs and is continuing, the Trustee or the Holders
of not less than 25% in aggregate principal amount of any series of the
Securities then outstanding, by notice in writing to the Company (and to the
Trustee if given by the holders), may declare the principal of and all accrued
interest on all the Securities of such series to be due and payable immediately.
Such declaration may be rescinded by Holders of a majority in principal amount
of such series of Securities if (1) the Company has paid or deposited with the
Trustee a sum sufficient to pay all overdue interest on such series of
Securities and principal of (and premium, if any, on) any Securities which have
become due otherwise than by such declaration of acceleration and (2) all
existing Events of Default have been cured or waived.

Defaults (except, unless theretofore cured, a default in payment of
principal of or interest on the Securities or a default with respect to a
provision which cannot be modified under the terms of the Indenture without the
consent of each Holder affected) may be waived by the Holders of a majority in
principal amount of a series of Securities (with respect to such series) upon
the conditions provided in the Indenture.

The Indenture requires the Company to file periodic reports with the
Trustee as to the absence of defaults.

A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

Consolidation, Merger, Conveyance, Transfer or Lease.

The Company may not consolidate with, merge into, or transfer or lease
substantially all of its assets to, any other corporation unless the successor
corporation assumes all obligations of the Company under the Indenture and the
Securities and certain other conditions are met. Thereafter all such obligations
of the Company will terminate and the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer or
lease is made will succeed to all rights and powers of the Company under the
Indenture.

The Indenture prohibits the issuance, sale, assignment, transfer or other
disposition of shares of, or securities convertible into, or options, warrants
or rights to subscribe for or purchase shares of a Subsidiary, or any
successors, or mergers or consolidations involving a Subsidiary, or sales or
transfers of assets substantially as an entirety by any Subsidiary; provided
that the Company may, with respect to any Subsidiary that is not a Principal
Member Bank (as defined in the Indenture), (i) dispose of any shares of stock or
(ii) issue shares of stock or permit a merger, consolidation or sale or lease of
assets if the consideration received at least equals the fair value of the
shares or assets transferred and either the Company's pro rata interest in the
Subsidiary is maintained or the Company owns no shares of the Subsidiary
immediately after the transaction. The Indenture does not prohibit such
dispositions (i) if made in compliance with any order of the court or regulatory
authority or made as a condition imposed by a court or authority to the
acquisition by the Company of any entity, or (ii) when the proceeds are, within
270 days, or such longer period of time as may be necessary to obtain requisite
regulatory approvals, to be invested in a Subsidiary (including any entity which
upon such investment becomes a Subsidiary) engaged in a business legally
permissible for bank holding companies.

14
<PAGE> 16

Modification of the Indenture.

The Indenture contains provisions permitting the Company and the Trustee,
without the consent of any Holder, to supplement or amend the Indenture under
certain specified circumstances, including to cure any ambiguity, to correct or
supplement any other provision thereof, to evidence the succession of a
successor to the Company or the Trustee, to add to the covenants of the Company
for the benefit of the Holders or additional Events of Default, to secure the
Securities, or to add any other provisions with respect to matters or questions
arising thereunder which the Company and the Trustee deem necessary or desirable
and which do not adversely affect the interests of the Holders. Otherwise, the
rights and obligations of the Company and the rights of the Holders may be
modified by the Company and the Trustee only with the consent of the Holders of
a majority in principal amount of each series of Securities then outstanding. No
reduction in the principal of or the interest rate on the Securities or in the
percentage of Holders required for modification of the Indenture and no
extension of the maturity of any Securities or in the time of payment of
interest will be effective against any Holder without his consent.

Consumer Finance Subsidiary as Selling Agent and Paying Agent of the
Company.

The Company's consumer finance Subsidiary will act as selling agent and
paying agent of the Company. Therefore, all payments for Securities shall be
made by the Holders to the consumer finance Subsidiary, as agent for the
Company, and all principal and certain interest payments shall be made to the
Holders by the consumer finance Subsidiary, as agent for the Company.

Securities Non-Negotiable.

The securities are non-negotiable and no rights of ownership may be
transferred by mere endorsement and delivery of a Security to a purchaser. All
transfers and assignments of Securities may be made only at the offices of
Regency Finance Company, upon presentation of the Security and recordation of
such transfer or assignment in the books of the Company.

Satisfaction and Discharge of Indenture.

The Indenture will be discharged and cancelled upon payment of all the
Securities or upon deposit with the Trustee, within not more than one year prior
to the maturity of all the Securities, of funds sufficient for such payment or
redemption.

The Trustee.

The Trustee is Northern Central Bank, a Pennsylvania state-chartered bank
and trust company whose principal corporate trust office is in Williamsport,
Pennsylvania. Notice to the Trustee should be directed to 102 West Fourth
Street, Williamsport, Pennsylvania 17701.

The Holders of a majority in principal amount of all outstanding series of
Securities have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, provided that
such direction would not conflict with any rule of law or with the Indenture,
would not be prejudicial to the rights of another Holder and would not subject
the Trustee to personal liability. The Indenture provides that in case an Event
of Default should occur and be known to the Trustee (and not be cured), the
Trustee will be required to use the degree of care of a prudent man in the
conduct of his own affairs in the exercise of its power. Subject to such
provisions, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request of any of the Holders unless
they shall have offered to the Trustee security and indemnity satisfactory to
it.

Federal Income Tax Considerations.

A Holder of Securities may be subject to "backup withholding" under certain
circumstances. Backup withholding applies to a Holder who is a United States
person if the Holder, among other things, (i) fails to furnish his social
security number or other taxpayer identification number ("TIN") to the payer
responsible for backup withholding (for example, the Holder's securities
broker), (ii) furnishes such payer an incorrect TIN, (iii) fails to provide such
payer with a certified statement, signed under penalties of perjury, that the
TIN provided to the payer is correct and that the Holder is not subject to
backup withholding, or (iv) fails to

15
<PAGE> 17

report properly interest and dividends on his tax return. Backup withholding,
however, does not apply to payments made to certain exempt recipients, such as
corporations and tax-exempt organizations. The backup withholding rate is 31% of
"reportable payments," which generally will include interest on Securities.

Under present law all interest earned on the Securities will be taxable
each year for Federal income tax purposes. Even though interest on certain
series of Securities may be accrued during a calendar year but not paid until a
future year, the accrued interest will be taxable for Federal income tax
purposes during the calendar year of accrual.

Holders of Securities should consult their own tax advisors about the
federal, state and local tax consequences of owning Securities.

PLAN OF DISTRIBUTION

The Securities will be sold by officers and employees of Regency, the
Company's consumer finance Subsidiary, and its wholly-owned subsidiary, Citizens
Financial Services, Inc., without registration as brokers or dealers in reliance
upon the safe harbor provided by Rule 3a4-1 under the Exchange Act. Such
officers and employees will not receive any commissions or direct or indirect
compensation in connection with the sale of the Securities.

The Securities will be marketed through the use of newspaper advertisements
and signs in the Regency offices and through the provision of copies of this
Prospectus to customers who inquire about purchasing the Securities. The
Securities will not be marketed through any mass mailings, telephone calls or
other personal solicitation.

LEGAL MATTERS

The legality of the Securities offered hereby will be passed upon by Cohen
& Grigsby, P.C., Pittsburgh, Pennsylvania, counsel to the Company.

EXPERTS

The supplemental consolidated financial statements of the Company at
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996 included in the Company's Current Report on Form 8-K dated
July 22, 1997; the supplemental consolidated financial statements of the Company
at December 31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995 included in the Company's Current Report on Form 8-K
dated March 5, 1997; and the consolidated financial statements of the Company
incorporated by reference in the Company's Annual Report (Form 10-K) for the
year ended December 31, 1996, incorporated by reference in this Prospectus and
Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon incorporated by reference
elsewhere herein which, as to the supplemental consolidated financial statements
for the years 1996, 1995 and 1994, are based in part on the reports of Hill,
Barth & King, Inc., independent auditors who audited Southwest Banks, Inc., and
Coopers & Lybrand L.L.P., independent auditors who audited West Coast Bancorp,
Inc. The financial statements referred to above are incorporated by reference
herein in reliance upon such reports given upon the authority of such firms as
experts in accounting and auditing.

16
<PAGE> 18

======================================================

TABLE OF CONTENTS

<TABLE>
<S> <C>
AVAILABLE INFORMATION.................. 2
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE............................ 2
RISK FACTORS........................... 2
SUMMARY OF TERMS OF SECURITIES......... 4
THE COMPANY............................ 4
USE OF PROCEEDS........................ 6
CAPITALIZATION......................... 7
SUMMARY SUPPLEMENTAL CONSOLIDATED
FINANCIAL DATA....................... 9
RATIO OF EARNINGS TO FIXED CHARGES..... 10
DESCRIPTION OF SECURITIES.............. 11
PLAN OF DISTRIBUTION................... 16
LEGAL MATTERS.......................... 16
EXPERTS................................ 16
</TABLE>

------------------

NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON AS HAVING BEEN AUTHORIZED
BY F.N.B. CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR
A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF F.N.B. CORPORATION
SINCE THE DATE HEREOF.
======================================================
======================================================

F.N.B. CORPORATION
$75,000,000
AGGREGATE PRINCIPAL AMOUNT OF
SUBORDINATED TERM NOTES DUE
3, 6, 9, 12, 18, 30, 36, 48, 60, 84 AND 120 MONTHS
AND
SUBORDINATED
DAILY NOTES
---------------

PROSPECTUS
---------------
, 1997
======================================================
<PAGE> 19

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following expenses will be incurred in connection with the issuance and
distribution of the securities being registered:

<TABLE>
<S> <C>
Securities and Exchange Commission Fee*........................ $ 22,727.27*
Blue Sky fees and expenses..................................... 4,000.00
Printing and engraving expenses................................ 12,000.00
Legal fees and expenses........................................ 12,000.00
Accounting fees and expenses................................... 10,000.00
Trustee Fees................................................... 6,000.00
Miscellaneous expenses......................................... 5,000.00
-----------
Total........................................................ $ 71,727.27
===========
</TABLE>

*Exact; all other fees and expenses are estimates.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Numbered Paragraph 6.b of the Articles of Incorporation, as amended, of
F.N.B. Corporation provides as follows:

Directors and Officers of the Corporation shall be indemnified as of
right to the fullest extent now or hereafter permitted by law in connection
with any actual or threatened action, suit or proceedings, civil, criminal,
administrative, investigative or other (whether brought by or in the right
of the Corporation or otherwise), arising out of their service to the
Corporation or to another organization at the request of the Corporation,
or because of their positions with the Corporation. Persons who are not
Directors or Officers of the Corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the Board
of Directors of the Corporation. The Corporation may purchase and maintain
insurance to protect itself and any such Director, Officer or other person
against any liability, cost or expense asserted against or incurred by him
in respect of such service, whether or not the Corporation would have the
power to indemnify him against such liability by law or under the
provisions of this paragraph. The provisions of this paragraph shall be
applicable to persons who have ceased to be Directors or Officers, and
shall inure to the benefit of the heirs, executors and administrators of
persons entitled to indemnity hereunder.

Article IX of the Bylaws of F.N.B. Corporation provides that the
Corporation shall indemnify each director and officer of the Corporation and of
its controlled subsidiaries made or threatened to be made a party to any civil,
criminal, administrative action, suit or proceeding (whether brought by or in
the name of the Corporation or otherwise) arising out of such director's or
officer's service to the Corporation or to another organization at the
Corporation's request against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such director and officer in connection with such action, suit or proceeding.
Indemnification shall not be made with respect to actions, suits or proceedings
where the act or omission giving rise to the claim for indemnification has been
determined to have constituted willful misconduct or recklessness or where
prohibited by law. In addition, expenses incurred by each director and officer
in defending any such action, suit or proceeding, shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if an undertaking (in form and scope satisfactory to the Corporation)
shall have been furnished to the Corporation to repay amounts so advanced if and
to the extent it shall ultimately be determined that such officer or director is
not entitled to indemnification and certain other conditions shall have been
satisfied. The Corporation may purchase and maintain insurance, create a fund of
any nature, grant a security interest or otherwise secure or insure in any
manner its indemnification obligations.

II-1
<PAGE> 20

Section 1741 of the Pennsylvania Business Corporation Law (the "BCL")
provides that a corporation shall (subject to the provisions described in the
second succeeding paragraph) have the power to indemnify any person who was or
is a party, or is threatened to be made a party, to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was a representative of the
corporation, or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such persons in connection with
the action or proceeding if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that such
person did not act in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had reasonable cause to believe that his
conduct was unlawful.

Section 1742 of the Pennsylvania BCL provides that a corporation shall
(subject to the provisions described in the succeeding paragraph) have the power
to indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a representative of the corporation, or is or was serving at
the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense of the
settlement of the action if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Indemnification shall not be made in respect of any claim, issue or
matter as to which such person has been adjudged to be liable to the corporation
unless and only to the extent that the court of common pleas of the county in
which the registered office of the corporation is located or the court in which
the action was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses that the
court of common pleas or other court deems proper.

Under Section 1744 of the Pennsylvania BCL, any such indemnification
(unless ordered by a court) shall be made by the corporation only as authorized
in a specific case upon a determination that indemnification of the
representative is proper in the circumstances because such person has met the
applicable standard of conduct. Such determination shall be made:

(1) By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action or proceeding;
or

(2) If such quorum is not obtainable or, even if obtainable, a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or

(3) By the shareholders.

Notwithstanding the above, Section 1743 provides that to the extent that a
representative of the corporation has been successful on the merits or otherwise
in defense of any action or proceeding referred to above, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

Under Section 1745 of the Pennsylvania BCL, expenses (including attorneys'
fees) incurred in defending any action or proceeding may be paid by the
corporation in advance of the final disposition of the action or proceeding upon
receipt of an undertaking by or on behalf of the representative to repay such
amount if it is ultimately determined that such person is not entitled to be
indemnified by the corporation.

Section 1746 of the Pennsylvania BCL further provides that the
indemnification provided by Sections 1741, 1742 and 1743 and the advancement of
expenses provided by Section 1745 shall not be deemed

II-2
<PAGE> 21

exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders, disinterested directors or otherwise, both as to action in his
official capacity and as to action in other capacity while holding that office.
A corporation may create a fund of any nature, which may, but need not be, under
the control of a trustee, or otherwise secure or insure in any manner its
indemnification obligations, whether arising under or pursuant to Section 1746
or otherwise. Indemnification pursuant to Section 1746 shall not be made in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.

Indemnification pursuant to Section 1746 under any bylaw, agreement, vote
of shareholders, or directors or otherwise may be granted for any action taken
or any failure to take any action and may be made whether or not the corporation
would have the power to indemnify the person under any other provision of law
except as provided in such Section 1746 and whether or not the indemnified
liability arises or arose from any threatened, pending or completed action by or
in the right of the corporation. Section 1746 declares such indemnification to
be consistent with the public policy of Pennsylvania.

THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS OF PENNSYLVANIA
LAW DEALING WITH INDEMNIFICATION OF DIRECTORS AND OFFICERS AND DOES NOT PURPORT
TO BE COMPLETE. IT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE RELEVANT
STATUTES WHICH CONTAIN DETAILED SPECIFIC PROVISIONS REGARDING THE CIRCUMSTANCES
UNDER WHICH AND THE PERSON FOR WHOSE BENEFIT INDEMNIFICATION SHALL OR MAY BE
MADE AND ACCORDINGLY ARE INCORPORATED HEREIN BY REFERENCE AS EXHIBIT 99.2 OF
THIS REGISTRATION STATEMENT.

ITEM 16. EXHIBITS

The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
EXHIBIT NO.
- ------------
<S> <C>
4.1 Specimen of the Registrant's Subordinated Term Notes due 3, 6, 9, 12, 18, 24,
30, 36, 48, 60, 84 and 120 Months, incorporated by reference to Exhibit 4.1 of
the Registrant's Registration Statement on Form S-3, File No. 33-61367.

4.2 Specimen of the Registrant's Subordinated Daily Notes, incorporated by
reference to Exhibit 4.2 of the Registrant's Registration Statement on Form
S-3, File No. 33-61367.

4.3 Form of Indenture authorizing the Registrant's Securities issued pursuant to
this Registration Statement to be qualified under the Trust Indenture Act,
incorporated by reference to Exhibit 4.7 of the Registrant's Registration
Statement on Form S-2, File No. 33-45888.

4.4 First Supplemental Indenture dated as of January 1, 1994 between the Registrant
and the Trustee, incorporated by reference to Exhibit 4.4 of the Registrant's
Registration Statement on Form S-3, File No. 33-61367.

4.5 Form of Officer's Certificate setting forth the terms of (i) the Registrant's
Subordinated Notes due 3, 6, 9, 12, 18, 24, 30, 36, 48, 60, 84 and 120 Months,
and (ii) the Registrant's Subordinated Daily Cash Accounts, incorporated by
reference to Exhibit 4.5 of the Registrant's Registration Statement on Form
S-3, File No. 33-67440.

4.6 Form of Acceptance of Offer, incorporated by reference to Exhibit 4.6 of the
Registrant's Registration Statement on Form S-3, File No. 33-61367.

5 Opinion of Cohen & Grigsby, P.C. re: legality.

12 Statement re: computation of ratios.

23.1 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5).

23.2 Consent of Ernst & Young LLP.
</TABLE>

II-3
<PAGE> 22

<TABLE>
<CAPTION>
EXHIBIT NO.
- ------------
<S> <C>
23.3 Consent of Hill, Barth & King, Inc.
23.4 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (See Page II-6).
25 Statement of Eligibility of Trustee.
99.1 Form of Prospectus Supplement.
99.2 Provisions of Pennsylvania law regarding indemnification of directors and
officers, incorporated by reference to Exhibit 99.3 of the Registrant's
Registration Statement on Form S-4, File No. 333-22909.
</TABLE>

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-4
<PAGE> 23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Hermitage, Commonwealth of Pennsylvania, on July 17, 1997.

F.N.B. CORPORATION

By: PETER MORTENSEN
------------------------------------
Peter Mortensen,
Chairman and President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter Mortensen, John D. Waters and William J.
Rundorff, 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 of 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 or could 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.

Pursuant to the requirements of Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ PETER MORTENSEN Chairman, President and Director July 17, 1997
- ------------------------------------- (Principal Executive Officer)
Peter Mortensen

/s/ STEPHEN J. GURGOVITS Executive Vice President and July 17, 1997
- ------------------------------------- Director
Stephen J. Gurgovits

/s/ GARY L. TICE Executive Vice President and July 17, 1997
- ------------------------------------- Director
Gary L. Tice
/s/ JOHN D. WATERS Vice President and Chief July 17, 1997
- ------------------------------------- Financial Officer (Principal
John D. Waters Financial and Accounting Officer)

/s/ W. RICHARD BLACKWOOD Director July 17, 1997
- -------------------------------------
W. Richard Blackwood

Director July , 1997
- -------------------------------------
William B. Campbell

/s/ CHARLES T. CRICKS Director July 17, 1997
- -------------------------------------
Charles T. Cricks

Director July , 1997
- -------------------------------------
Henry M. Ekker, Esq.
</TABLE>

II-5
<PAGE> 24

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>
/s/ THOMAS C. ELLIOTT Director July 17, 1997
- -------------------------------------
Thomas C. Elliott

Director July , 1997
- -------------------------------------
Thomas W. Hodge

Director July , 1997
- -------------------------------------
James S. Lindsay

/s/ PAUL P. LYNCH Director July 17, 1997
- -------------------------------------
Paul P. Lynch

/s/ EDWARD J. MACE Director July 17, 1997
- -------------------------------------
Edward J. Mace

/s/ ROBERT S. MOSS Director July 17, 1997
- -------------------------------------
Robert S. Moss

/s/ RICHARD C. MYERS Director July 17, 1997
- -------------------------------------
Richard C. Myers

Director July , 1997
- -------------------------------------
John R. Perkins

Director July , 1997
- -------------------------------------
William A. Quinn

/s/ GEORGE A. SEEDS Director July 17, 1997
- -------------------------------------
George A. Seeds

/s/ WILLIAM J. STRIMBU Director July 17, 1997
- -------------------------------------
William J. Strimbu

/s/ ARCHIE O. WALLACE Director July 17, 1997
- -------------------------------------
Archie O. Wallace

Director July , 1997
- -------------------------------------
Joseph M. Walton

/s/ JAMES T. WELLER Director July 17, 1997
- -------------------------------------
James T. Weller

/s/ ERIC J. WERNER Director July 17, 1997
- -------------------------------------
Eric J. Werner, Esq.

Director July , 1997
- -------------------------------------
Donna C. Winner

Director July , 1997
- -------------------------------------
James E. Knarr, D.M.D.
</TABLE>

II-6
<PAGE> 25

EXHIBIT INDEX

(PURSUANT TO ITEM 601(A) OF REGULATION S-K)

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- -------------------------------------------------------------------- ----------
<S> <C> <C>
4.1 Specimen of the Registrant's Subordinated Term Notes due 3, 6, 9,
12, 18, 24, 30, 36, 48, 60, 84 and 120 Months, incorporated by
reference to Exhibit 4.1 of the Registrant's Registration Statement
on Form S-3, File No. 33-61367.
4.2 Specimen of the Registrant's Subordinated Daily Notes, incorporated
by reference to Exhibit 4.2 of the Registrant's Registration
Statement on Form S-3, File No. 33-61367.
4.3 Form of Indenture authorizing the Registrant's Securities issued
pursuant to this Registration Statement to be qualified under the
Trust Indenture Act, incorporated by reference to Exhibit 4.7 of the
Registrant's Registration Statement on Form S-2, File No. 33-45888.
4.4 First Supplemental Indenture dated as of January 1, 1994 between the
Registrant and the Trustee, incorporated by reference to Exhibit 4.4
of the Registrant's Registration Statement on Form S-3, File No.
33-61367.
4.5 Form of Officer's Certificate setting forth the terms of (i) the
Registrant's Subordinated Notes due 3, 6, 9, 12, 18, 24, 30, 36, 48,
60, 84 and 120 Months, and (ii) the Registrant's Subordinated Daily
Cash Accounts, incorporated by reference to Exhibit 4.5 of the
Registrant's Registration Statement on Form S-3, File No. 33-67440.
4.6 Form of Acceptance of Offer, incorporated by reference to Exhibit
4.6 of the Registrant's Registration Statement on Form S-3, File No.
33-61367.
5 Opinion of Cohen & Grigsby, P.C. re: legality.
12 Statement re: computation of ratios.
23.1 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Hill, Barth & King, Inc.
23.4 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (See Page II-6).
25 Statement of Eligibility of Trustee.
99.1 Form of Prospectus Supplement.
99.2 Provisions of Pennsylvania law regarding indemnification of
directors and officers, incorporated by reference to Exhibit 99.3 of
the Registrant's Registration Statement on Form S-4, File No.
333-22909.
</TABLE>

<PAGE> 1

EXHIBIT 5

COHEN & GRIGSBY, P.C.
ATTORNEYS AT LAW
2900 CNG TOWER
625 LIBERTY AVENUE
PITTSBURGH, PENNSYLVANIA 15222-3115

TELEPHONE (412) 394-4900
FAX (412) 391-3382

July 23, 1997

F.N.B. Corporation
Hermitage Square
Hermitage, PA 16148

Gentlemen:

We have acted as counsel to F.N.B. Corporation, a Pennsylvania
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-3
(the "Registration Statement") in order to register under the Securities Act of
1933, as amended, $75,000,000 aggregate principal amount of (i) Subordinated
Term Notes due 3, 6, 9, 12, 18, 24, 30, 36, 48, 60, 84 and 120 Months (in the
aggregate, the "Term Notes") and (ii) Subordinated Daily Notes (the "Daily
Notes") of the Company (the Term Notes and the Daily Notes are collectively
referred to herein as the "Securities") to be issued under an Indenture, dated
as of May 15, 1992, between the Company and Northern Central Bank, as Trustee
(the "Trustee"), as supplemented by the First Supplemental Indenture between the
Company and the Trustee dated as of January 1, 1994 (collectively the
"Indenture").

In connection with the foregoing, we have examined:

(a) The Registration Statement and the exhibits and amendments
thereto;

(b) The Company's Articles of Incorporation, as amended, and
Bylaws, as amended;

(d) The form of Officer's Certificate of the Company setting
forth the terms of the Term Notes and the Daily Notes;

(e) Resolutions adopted by the Executive Committee of the Board of
Directors of the Company on July 17, 1997 relating to the
offering and sale of the Securities pursuant to the Registration
Statement (the "Resolutions"); and

(f) Such other corporate records and documents as we have
considered relevant, necessary or appropriate for purposes of
this opinion.

We have also assumed:

(i) the due authentication by or on behalf of the Trustee and
the due execution and delivery by the Company of the Securities;

<PAGE> 2
F.N.B. Corporation
July 23, 1997
Page --2-

(ii) the issuance and sale of the Securities under the Indenture
as described in the Registration Statement, including receipt by the Company of
the full consideration for the Securities set forth therein; and

(iii) that we have been provided with all amendments to the
Company's Articles of Incorporation and Bylaws through the date hereof, that
the Indenture has not been amended or repealed and that the Resolutions have
not been amended or repealed.

Based upon such examination and assumptions, we are of the
opinion that the Securities and the Indenture will be enforceable obligations of
the Company.

We hereby consent to the use of our name in the Registration
Statement under the caption "Legal Matters" in the Prospectus which constitutes
part of the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.

This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991) as supplemented or modified by Part I, together with the
Forward and Glossary of the Pennsylvania Third Party Legal Opinion Supplement
(the "Pennsylvania Supplement") of the PBA Section of Corporation, Banking and
Business Law (1992). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord and the
Pennsylvania Supplement, and this Opinion Letter should be read in conjunction
therewith. Unless otherwise indicated, capitalized terms used in this Opinion
that are defined in the Accord or the Pennsylvania Supplement will have the same
meanings in this Opinion as the meanings set forth in the Accord or the
Pennsylvania Supplement, respectively (and, to the extent of a conflict between
the same, priority shall be given to the Accord and the Pennsylvania Supplement
in that order).

Very truly yours,

COHEN & GRIGSBY, P.C.

DL:CRB/eph

<PAGE> 1
Exhibit 12

F.N.B. CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EXCLUDING PREFERRED STOCK DIVIDEND REQUIREMENTS
(Dollars in Thousands)

EXCLUDING INTEREST ON DEPOSITS: 3/31/97 12/31/96 12/31/95 12/31/94 12/31/93 12/31/92
------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Income before taxes $10,026 $29,772 $31,379 $22,740 $17,802 $11,305

Plus fixed charges:
Estimated interest component of net
rental expense 245 872 882 722 615 514
Interest expense excluding interest
on deposits 2,172 8,169 8,626 6,907 5,960 5,290

Income as adjusted $12,443 $38,813 $40,887 $30,369 $24,377 $17,109

Fixed charges:
Interest expense excluding interest
on deposits (1) $ 2,172 $ 8,169 $ 8,626 $ 6,907 $ 5,960 $ 5,290

Rent expense 736 2,617 2,645 2,167 1,844 1,543
Estimated interest component of net
rental expense (2) 245 872 882 722 615 514

Fixed charges (1)+(2) $ 2,417 $ 9,041 $ 9,508 $ 7,629 $ 6,575 $ 5,804

Ratio of earnings to fixed charges 5.15 x 4.29 x 4.30 x 3.98 x 3.71 x 2.95 x

INCLUDING INTEREST ON DEPOSITS:

Income as adjusted per above $12,443 $38,813 $40,887 $30,369 $24,377 $17,109
Plus: Interest on deposits 18,191 69,447 66,128 52,988 56,898 64,508

Income as adjusted $30,634 $108,260 $107,015 $83,357 $81,275 $81,617

Fixed charges per above $ 2,417 $ 9,041 $ 9,508 $ 7,629 $ 6,575 $ 5,804
Plus: Interest on deposits 18,191 69,447 66,128 52,988 56,898 64,508

Fixed charges $20,608 $78,488 $75,636 $60,617 $63,473 $70,312

Ratio of earnings to fixed charges 1.49 x 1.38 x 1.41 x 1.38 x 1.28 x 1.16 x
</TABLE>

<PAGE> 2

F.N.B. CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDEND REQUIREMENTS
(Dollars in Thousands)

Plus fixed charges:
Estimated interest component of net
rental expense 245 872 882 722 615 514
Interest expense excluding interest
on deposits 2,172 8,169 8,626 6,907 5,960 5,290

Income as adjusted $12,443 $38,813 $40,887 $30,369 $24,377 $17,109

Preferred dividend requirements $ 160 $ 766 $ 849 $ 853 $ 857 $ 517
Ratio of one divided by the quanity one
minus the statutory income tax rate 154% 154% 154% 154% 154% 152%

Preferred dividends on pretax basis (1) 246 1,178 1,306 1,312 1,318 783

Fixed charges:
Interest expense excluding interest
on deposits (2) $ 2,172 $ 8,169 $ 8,626 $ 6,907 $ 5,960 $ 5,290

Rent expense 736 2,617 2,645 2,167 1,844 1,543
Estimated interest component of net
rental expense (3) 245 872 882 722 615 514

Fixed charges (1)+(2)+(3) $ 2,664 $10,220 $10,814 $ 8,942 $ 7,893 $ 6,588

Ratio of earnings to fixed charges 4.67 x 3.80 x 3.78 x 3.40 x 3.09 x 2.60 x

INCLUDING INTEREST ON DEPOSITS:

Income as adjusted per above $12,443 $38,813 $40,887 $30,369 $24,377 $17,109
Plus: Interest on deposits 18,191 69,447 66,128 52,988 56,898 64,508

Income as adjusted $30,634 $108,260 $107,015 $83,357 $81,275 $81,617

Fixed charges per above $ 2,664 $10,220 $10,814 $ 8,942 $ 7,893 $ 6,588
Plus: Interest on deposits 18,191 69,447 66,128 52,988 56,898 64,508

Fixed charges $20,855 $79,667 $76,942 $61,930 $64,791 $71,096

Ratio of earnings to fixed charges 1.47 x 1.36 x 1.39 x 1.35 x 1.25 x 1.15 x
</TABLE>

<PAGE> 1

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of F.N.B. Corporation
for the registration of $75,000,000 of its subordinated notes and subordinated
daily notes and to the incorporation by reference therein of our report dated
January 31, 1997, with respect to the consolidated financial statements of
F.N.B. Corporation incorporated by reference in its Annual Report on Form 10-K
for the year ended December 31, 1996, our report dated February 28, 1997 with
respect to the supplemental consolidated financial statements of F.N.B.
Corporation included in its Current Report on Form 8-K dated March 5, 1997 and
our report dated July 3, 1997 with respect to the supplemental consolidated
financial statements of F.N.B. Corporation included in its Current Report on
Form 8-K dated July 17, 1997 filed with the Securities and Exchange Commission.

Ernst & Young LLP

Pittsburgh, Pennsylvania
July 15, 1997

<PAGE> 1

EXHIBIT 23.3

CONSENT OF HILL, BARTH & KING, INC., INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of F.N.B. Corporation
for the registration of $75,000,000 of its subordinated notes and subordinated
daily notes and to the incorporation by reference therein of our report dated
January 22, 1997 relating to the consolidated financial statements of Southwest
Banks, Inc. which have been incorporated into the consolidated financial
statements of F.N.B. Corporation and Subsidiaries for the year ended December
31, 1996 included in Form 8-K, with the Securities and Exchange Commission.

HILL, BARTH & KING, INC.
Certified Public Accountants

Naples, Florida
July 17, 1997

<PAGE> 1
EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement on
Form S-3 of our reports dated January 24, 1997 and January 19, 1996 included as
Exhibit 99.3 and 99.4, respectively, to F.N.B. Corporation's Form 8-K filed July
22, 1997, with respect to our audits of the consolidated financial statements of
West Coast Bancorp, Inc. for the years ended December 31, 1996 and 1995 and the
year ended December 31, 1994, respectively. We also consent to the reference to
our firm under the caption "Experts."

/s/ COOPERS & LYBRAND LLP
- -------------------------
COOPERS & LYBRAND LLP

Fort Myers, Florida
July 22, 1997

<PAGE> 1

EXHIBIT 25

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

-----------------

Northern Central Bank
(Exact name of trustee as specified in its charter)

Pennsylvania
(Jurisdiction of incorporation or organization if not a U.S. national bank)

24-0757615
(I.R.S. Employer Identification Number)

102 West Fourth Street 17701
Williamsport, Pennsylvania (Zip Code)
(Address of principal executive offices)

William E. Fox
Northern Central Bank
102 West Fourth Street
P.O. Box 3068
Williamsport, Pennsylvania 17701
(717) 326-2611
(Name, address and telephone number of agent for service)

-----------------

F.N.B. Corporation
(Exact name of obligor as specified in its charter)

Pennsylvania
(Jurisdiction of incorporation or organization)

25-1255406
(I.R.S. Employer Identification Number)

Hermitage Square 16148
Hermitage, Pennsylvania (Zip Code)
(Address of principal executive offices)

Subordinated Term Notes due 3, 6, 9, 12, 18, 24, 30, 36,
48, 60, 84 and 120 months
and
Subordinated Daily Notes
(Title of the indenture securities)

<PAGE> 2

1. General information. Furnish the following information as to the trustee--

(a) Name and address of each examining or supervising authority
to which it is subject.

<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Pennsylvania Department of Banking Harrisburg, Pennsylvania
Federal Reserve Bank of Philadelphia Philadelphia, Pennsylvania
Federal Deposit Insurance Corporation Washington, D.C.
</TABLE>

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.

None.

3. Voting Securities of the Trustee. Furnish the following information
as to each class of voting securities of the trustee:

<TABLE>
<CAPTION>
As of July 1, 1997
----------------------------------------------------------------------
Col. A Col. B
----------------------------------------------------------------------
<S> <C>
Title of Class Amount Outstanding
----------------------------------------------------------------------
*Common Stock ($5 par value) 739,608 shares
----------------------------------------------------------------------
</TABLE>

4. Trusteeship Under Other Indentures. If the trustee is a trustee under
another indenture under which any other securities, or certificates of
interest or participation in any other securities, of the obligor are
outstanding, furnish the following information:

(a) Title of the securities outstanding under each such other
indenture.

None
-------------------
* Trustee is a wholly-owned subsidiary of Keystone Financial, Inc.
Keystone Financial has 51,620,000 shares outstanding and a $2 par
value as of June 30, 1997.

- 2 -
<PAGE> 3

(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of
the Act arises as a result of the trusteeship under any such other
indenture, including a statement as to how the indenture securities
will rank as compared with the securities issued under such other
indenture.

Not applicable

5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters. If the trustee or any of the directors or executive officers
of the trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor,
identify each such person having any such connection and state the nature
of each such connection.

None.

6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner, and
executive officer of the obligor:

As of July 1, 1997
-------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of owner Title of class Amount owned Percentage of voting securities
beneficially represented by amount given in
Col. C
-------------------------------------------------------------------------------------------------
None.
-------------------------------------------------------------------------------------------------
</TABLE>

7. Voting Securities of the Trustee Owned by Underwriters or their Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter:

- 3 -
<PAGE> 4

<TABLE>
<CAPTION>
As of July 1, 1997
----------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of owner Title of class Amount owned Percentage of voting securities
beneficially represented by amount given in
Col. C
----------------------------------------------------------------------------------------------------
None.
----------------------------------------------------------------------------------------------------
</TABLE>

8. Securities of the Obligor Owned or Held by the Trustee. Furnish the
following information as to securities of the obligor owned beneficially or
held as collateral security for obligations in default by the Trustee:

<TABLE>
<CAPTION>
As of July 1, 1997
---------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Title of class Whether the securities Amount owned beneficially Percent of class represented by
are voting or or held as collateral amount given in Col. C
nonvoting securities security for obligations
in default
---------------------------------------------------------------------------------------------------------
None.
---------------------------------------------------------------------------------------------------------
</TABLE>

9. Securities of Underwriters Owned or Held by the Trustee. If the trustee
owns beneficially or holds as collateral security for obligations in
default any securities of an underwriter for the obligor, furnish the
following information as to each class of securities of such underwriter
any of which are so owned or held by the trustee:

<TABLE>
<CAPTION>
As of July 1, 1997
---------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of issuer and Amount outstanding Amount owned beneficially Percent of class represented by
title of class or held as collateral amount given in Col. C
security for obligations
in default by trustee
---------------------------------------------------------------------------------------------------------
None.
---------------------------------------------------------------------------------------------------------
</TABLE>

- 4 -

<PAGE> 5

10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates of Security Holders of the Obligor. If the trustee owns
beneficially or holds as collateral security for obligations in default
voting securities of a person who, to the knowledge of the trustee (1) owns
10 percent or more of the voting securities of the obligor or (2) is an
affiliate, other than a subsidiary, of the obligor, furnish the following
information as to the voting securities of such person:

<TABLE>
<CAPTION>
As of July 1, 1997
---------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of issuer and Amount outstanding Amount owned beneficially Percent of class represented by
title of class or held as collateral amount given in Col. C
security for obligations
in default by trustee
---------------------------------------------------------------------------------------------------------
None.
---------------------------------------------------------------------------------------------------------
</TABLE>

11. Ownership or Holdings by the Trustee of any Securities of a Person Owning
50 Percent or More of the Voting Securities of the Obligor. If the trustee
owns beneficially or holds as collateral security for obligations in
default any securities of a person who, to the knowledge of the trustee,
owns 50 percent or more of the voting securities of the obligor, furnish
the following information as to each class of securities of such person any
of which are so owned or held by the trustee:

<TABLE>
<CAPTION>
As of July 1,
---------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of issuer and Amount outstanding Amount owned beneficially Percent of class represented by
title of class or held as collateral amount given in Col. C
security for obligations
in default by trustee
---------------------------------------------------------------------------------------------------------
None.
---------------------------------------------------------------------------------------------------------
</TABLE>

- 5 -

<PAGE> 6

12. Indebtedness of the Obligor to the Trustee. Except as noted in the
instructions, if the obligor is indebted to the trustee, furnish the
following information:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
Col. A Col. B Col. C
---------------------------------------------------------------------------------
<S> <C> <C>
Nature of indebtedness Amount outstanding Date due
---------------------------------------------------------------------------------
None.
---------------------------------------------------------------------------------
</TABLE>

13. Defaults by the Obligor.

(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.

None.

(b) If the Trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for
more than one outstanding series of securities under the indenture,
state whether there has been a default under any such indenture or
series, identify the indenture or series affected, and explain the
nature of any such default.

None.

14. Affiliations with the Underwriters. If any underwriter is an
affiliate of the trustee, describe each such affiliation.

None.

15. Foreign Trustee. Identify the order or rule pursuant to which the
foreign trustee is authorized to act as sole trustee under the
indentures qualified or to be qualified under the Act.

None.

- 6 -

<PAGE> 7

16. List of Exhibits

<TABLE>
<S> <C>
Exhibit 1 Copy of Articles of Association of the Trustee as now in effect.*

Exhibit 2 Copy of Certificate of Authority of the Trustee to commence business.*

Exhibit 3 Copy of Certificate as to authority of the Trustee to exercise corporate trust powers.*

Exhibit 4 Copy of By-Laws of the Trustee as now in effect.*

Exhibit 5 Copy of each indenture referred to in Item 4.**

Exhibit 6 Consent of the Trustee required by Section 321(b) of the Act.

Exhibit 7 Copy of the latest Report of Condition of the Trustee.
</TABLE>

- -------------------------

* Incorporated by reference to the identical Exhibit Number to the Trustee's
Statement of Eligibility on Form T-1, File No. 22-25134.

** Inapplicable

- 7 -

<PAGE> 8

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Northern Central Bank, a banking organization with trust powers,
organized and existing under the laws of Pennsylvania, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Williamsport, and Commonwealth of
Pennsylvania, on the 11th day of July, 1997.

NORTHERN CENTRAL BANK

By: Candy K. Bower
------------------------------
Candy K. Bower, Trust Officer

- 8 -

<PAGE> 9

EXHIBIT 6

CONSENT OF THE TRUSTEE

The Treasury Department, the Comptroller of the Currency, the Board of
Governors of the Federal Reserve System, the Federal Reserve Banks, and the
Federal Deposit Insurance Corporation are hereby authorized, under such
conditions as they may prescribe, to make available to the Commission such
reports, records or other information as they may have available with respect
to the trustee under indentures qualified or to be qualified under this title,
and to make through their examiners or other employees for the use of the
Commission, examinations of the trustee.

The trustee consents that reports of examinations by Federal, State,
Territorial, or District authorities, may be furnished by such authorities to
the Commission upon request therefor.

Thomas M. O'Connell
----------------------------------
(Signature) Vice President

Candy K. Bower
----------------------------------
(Attest)

<PAGE> 10

Exhibit 7

<TABLE>
<S> <C>
Legal Title of Bank: Northern Central Bank Call Date: 3/31/97 ST-BK: 42-9095 FFIBC 032
Address: PO Box 3068 Page RC-1
City, State Zip: Williamsport, PA 17740-0068
FDIC Certificate No.: 13754
-----
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

<TABLE>
<CAPTION>
-----------
C300
-----------------------
Dollars Amounts in Thousands RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS ////////////////////
1. Cash and balances due from depository institutions (from Schedule RC-A): ////////////////////
a. Noninterest-bearing balances and currency and coin(1)................................... 0081 30,592 1.a.
b. Interest-bearing balances(2)............................................................ 0071 11,176 1.b.
2. Securities: ////////////////////
a. Held-to-maturity securities (from Schedule RC-B, column A).............................. 1753 90,362 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)............................ 1773 135,910 2.b.
3. Federal funds sold and securities purchased under agreements to resell...................... 1350 35,000 3.
4. Loans and lease financing receivables: --------------------- ////////////////////
a. Loans and leases, net of unearned income (from Schedule RC-C).... RCON 2122 826,653 //////////////////// 4.a.
b. LESS: Allowance for loan and lease losses....................... RCON 2123 10,017 //////////////////// 4.b.
c. LESS: Allocated transfer risk reserve........................... RCON 3128 0 //////////////////// 4.c.
d. Loans and leases, net of unearned income, allowance and --------------------- ////////////////////
reserve (item 4.a minus 4.b and 4.c).................................................... 2125 816,636 4.d.
5. Trading assets (from Schedule RC-D)......................................................... 3545 0 5.
6. Premises and fixed assets (including capitalized leases).................................... 2145 16,857 6.
7. Other real estate owned (from Schedule RC-M)................................................ 2150 1,299 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M).... 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding................................ 2155 0 9.
10. Intangible assets (from Schedule RC-M)...................................................... 2143 917 10.
11. Other assets (from Schedule RC-F)........................................................... 2160 19,440 11.
12. Total assets (sum of items 1 through 11).................................................... 2170 1,158,189 12.
-----------------------
</TABLE>
- ------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 11
<TABLE>
<S> <C>
Legal Title of Bank: Northern Central Bank Call Date: 3/31/97 ST-BK: 42-9095 FFIEC 032
Address: PO Box 3068 Page RC-2
City, State Zip: Williamsport, PA 17740-0068
FDIC Certificate No.: 13754
-----
</TABLE>
Schedule RC--Continued

<TABLE>
<CAPTION>
-----------------------
Dollar Amounts in Thousands RCON Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
LIABILITIES ////////////////////
13. Deposits: ////////////////////
a. In domestic offices (sum of totals in columns A and C from Schedule RC-E)............... 2200 $91,657 13.a
(1) Noninterest-bearing(1)...................................... RCON 6631 90,738 //////////////////// 13.a.(1)
(2) Interest-bearing............................................ RCON 6636 800,919 //////////////////// 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs........................... ////////////////////
(1) Noninterest-bearing................................................................ ////////////////////
(2) Interest-bearing................................................................... ////////////////////
14. Federal funds purchased and securities sold under agreements to repurchase.................. 2800 88,062 14.
15. a. Demand notes issued to the U.S. Treasury................................................ 2840 6,087 15.a.
b. Trading liabilities (from Schedule RC-D)................................................ 3540 0 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): ////////////////////
a. With a remaining maturity of one year or less........................................... 2332 15,400 16.a.
b. With a remaining maturity of more than one year......................................... 2333 55,030 16.b.
17. Not applicable ////////////////////
18. Bank's liability on acceptances executed and outstanding.................................... 2920 0 18.
19. Subordinated notes and debentures(2)........................................................ 3200 0 19.
20. Other liabilities (from Schedule RC-G)...................................................... 2930 16,896 20.
21. Total liabilities (sum of items 13 through 20).............................................. 2948 1,073,140 21.
22. Not applicable ////////////////////
EQUITY CAPITAL ////////////////////
23. Perpetual preferred stock and related surplus............................................... 3838 0 23.
24. Common stock................................................................................ 3230 3,698 24.
25. Surplus (exclude all surplus related to preferred stock).................................... 3839 26,095 25.
26. a. Undivided profits and capital reserves.................................................. 3632 56,118 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities.................. 8434 (862) 26.b.
27. Cumulative foreign currency translation adjustments......................................... ////////////////////
28. Total equity capital (sum of items 23 through 27)........................................... 3210 85,049 28.
29. Total liabilities, limited-life preferred stock, and equity capital ////////////////////
(sum of items 21 and 28).................................................................... 3300 1,158,189 29.
----------------------
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the Number
most comprehensive level of auditing work performed for the bank by independent external ----------------------
auditors as of any date during 1996...................................................... RCON 6724 2 M.1.
----------------------
</TABLE>

<TABLE>

<S> <C>
1 - Independent audit of the bank conducted in accordance 4 - Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state
public accounting firm which submits a report on the bank chartering authority)
2 - Independent audit of the bank's parent holding company 5 - Review of the bank's financial statements by
conducted in accordance with generally accepted auditing external auditors
standards by a certified public accounting firm which 6 - Compilation of the bank's financial statements by
submits a report on the consolidated holding company external auditors
(but not on the bank separately) 7 - Other audit procedures (excluding tax preparation work)
3 - Directors' examination of the bank conducted in 8 - No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required
by state chartering authority)
</TABLE>
- -------------------
(1) Includes total demand deposits and noninterest-bearing time and
savings deposits.
(2) Includes limited-life preferred stock and related surplus.

<PAGE> 1
EXHIBIT 99.1

PROSPECTUS SUPPLEMENT
(To Prospectus Dated ______________, 1997)

F.N.B. CORPORATION

$125,000,000
SUBORDINATED TERM NOTES DUE
3, 6, 9, 12, 18, 24, 30, 36, 48, 60, 84 AND 120 MONTHS
AND
SUBORDINATED DAILY NOTES

The following interest rates are applicable to Subordinated Term Notes and
Subordinated Daily Notes offered and sold during the period ___________, ____
through ____________, ____.

Annual Interest Rate
--------------------
Subordinated Daily %
Notes:

Subordinated Term
Notes:
3 Month %
6 Month %
9 Month %
12 Month %
18 Month %
24 Month %
30 Month %
36 Month %
48 Month %
60 Month %
84 Month %
120 Month %