SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Date of Report: April 21, 1997
F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 0-8144 25-1255406
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
Hermitage Square, Hermitage, Pennsylvania 16148
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(Address of principal executive offices) (Zip code)
(412) 981-6000
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(Registrant's telephone number, including area code)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
F.N.B. Corporation (FNB) completed its merger with West Coast
Bancorp, Inc. (West Coast), a bank holding company headquartered in
Cape Coral, Florida, effective April 18, 1997. Under the terms of
the merger agreement, each outstanding share of West Coast's common
stock was converted into .794 share of FNB common stock with cash
being paid in lieu of fractional shares, a total of 1.2 million
shares of FNB common stock were issued. At March 31, 1997, West
Coast had total assets and deposits of $180.9 million and $163.9
million, respectively. The transaction was accounted for as a
pooling of interests.
The Cape Coral offices of First National Bank of Southwest Florida,
the sole subsidiary of West Coast, will be merged into Cape Coral
National Bank, with Cape Coral National Bank being the surviving
entity. The Ft. Myers offices will operate as a separate banking
affiliate, under the name First National Bank of Ft. Myers.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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Description
2.1 Agreement and plan of merger, dated as of November 15,
1996 by and between F.N.B. Corporation, Southwest
Banks, Inc. and West Coast Bancorp, Inc., incorporated
by reference to Exhibit 2.1 to the Corporation's
Current Report on Form 8-K dated November 15, 1996.
99.1 April 18, 1997 Press Release
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Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.
F.N.B. CORPORATION
(Registrant)
By:/s/John D. Waters
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Name: John D. Waters
Title: Vice President and
Chief Financial Officer
Dated: April 21, 1997
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EXHIBIT 99.1
F.N.B. CORPORATION
(NASDAQ: FBAN)
HERMITAGE, PA 16148
DATE: April 18, 1997
FOR RELEASE: Immediately
CONTACT: John D. Waters
V.P. and Chief Financial Officer
(412) 983-3440
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F.N.B. CORPORATION COMPLETES FLORIDA MERGER
HERMITAGE, PA -- F.N.B. Corporation announced that the merger with West Coast
Bancorp, Inc., Cape Coral, Florida, was completed today. Under the terms of
the Merger Agreement, F.N.B. exchanged .794 shares of common stock for each
share of West Coast common stock, a total issuance of 1,197,128 shares.
Peter Mortensen, Chairman and President of F.N.B. Corporation,
commented, "This merger complements our recent affiliation with Southwest
Banks, Inc. and its wholly owned subsidiaries, First National Bank of Naples
and Cape Coral National Bank. With the addition of West Coast, F.N.B. will
continue to enhance its strategic investment in Cape Coral and Ft. Myers, one
of the fastest growing areas in the United States."
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F.N.B. recently announced record first quarter earnings of $6.7
million or $0.52 per share. F.N.B.'s return on equity of 14.4% and return
on assets of 1.2% for the first quarter of 1997 represents strong financial
performance in all markets. These results represent a 17% increase over
first quarter 1996. F.N.B. common stock was quoted yesterday at $24.375, the
average of the closing bid and ask prices.
Gary Tice, Chairman of Southwest Banks, added, "The Cape Coral offices
of First National Bank of Southwest Florida and Cape Coral National Bank will
merge their operations and create the largest community bank in Cape Coral.
The Ft. Myers offices will continue to operate as a separate banking
affiliate, to be named First National Bank of Ft. Myers. This structure will
result in favorable cost savings without a reduction in our commitment to
excellence in customer service. West Coast has averaged in excess of 17%
asset growth over the past five years."
F.N.B. Corporation has $2.5 billion in assets operating eight
community banks and a consumer finance subsidiary through 107 offices in
Pennsylvania, Florida, Ohio and New York.
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