<PAGE> 1
As Filed With The Securities And Exchange Commission on September 15, 1997
Registration Statement 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)
Pennsylvania 25-1255406
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Hermitage Square, Hermitage, PA 16148
(412) 981-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------------------------
Peter Mortensen
Chairman and President
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:
Daniel L. Wessels, Esquire
Cohen & Grigsby, P.C.
2900 CNG Tower, 625 Liberty Avenue
Pittsburgh, Pennsylvania 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. [ X ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
___________
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Unit(1) Price(1) Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$2.00 par value 200,000 $30.57 $6,114,000 $1,853.00
========================================================================================================================
</TABLE>
- ------------
(1) Estimated solely for the purpose of calculating the registration fee,
and calculated in accordance with Rule 457(c).
================================================================================
<PAGE> 2
F.N.B. CORPORATION
VOLUNTARY DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
200,000 Shares
Common Stock
($2.00 Par Value)
------------------------
PROSPECTUS
------------------------
Dated September 15, 1997
<PAGE> 3
PROSPECTUS
[F.N.B. CORPORATION LETTERHEAD]
Dear Shareholder:
Enclosed is a Prospectus describing our Voluntary Dividend
Reinvestment and Stock Purchase Plan. This Plan is a convenient and economical
way to acquire additional shares by reinvesting cash dividends or with
voluntary cash payments. You may participate with respect to some or all of
your shares.
Please note that participation in the Plan is entirely
voluntary. If you do not wish to participate, you will continue to receive all
cash dividends by check.
Should you decide to participate in the Plan, simply complete
the enclosed authorization card and return it in the enclosed postage-paid
envelope. If you have any questions, please call ChaseMellon Shareholder
Services, our Plan Administrator, at (800) 756-3353 or our Shareholder
Relations Department at (800) 490-4192.
Sincerely,
Peter Mortensen,
Chairman and President
<PAGE> 4
PROSPECTUS
F.N.B. CORPORATION
VOLUNTARY DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
200,000 SHARES OF COMMON STOCK
($2.00 Par Value)
This Prospectus relates to an aggregate of 200,000 shares of
Common Stock of F.N.B. Corporation registered for sale under its Voluntary
Dividend Reinvestment and Stock Purchase Plan. It is suggested that this
Prospectus be retained for future reference.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------------
The date of this Prospectus is September 15, 1997.
<PAGE> 5
TABLE OF CONTENTS
STATEMENT OF AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
DESCRIPTION OF THE VOLUNTARY DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Purpose
Advantages
Administration
Participation
Purchases
Voluntary Cash Payments
Reports to Participants
Share Certificates
Withdrawal of Shares in Plan Accounts
Discontinuation of Dividend Reinvestment
Federal Income Tax Information
Other Information
Special Provisions Applicable to Employee Participants
USE OF PROCEEDS
EXPERTS
LEGAL OPINION
<PAGE> 6
STATEMENT OF AVAILABLE INFORMATION
F.N.B. Corporation (the "Corporation") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, in accordance therewith, files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). Information as of particular dates concerning the directors and
officers of the Corporation is disclosed in proxy statements distributed to
shareholders and filed annually with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the
Commission's public reference room located at 450 Fifth Avenue, N.W.,
Washington, D.C. 20549, and the public reference facilities in the Commission's
New York Regional Office, Room 1024, 75 Park Place, New York, New York 10007
and Chicago Regional Office, Northwest Atrium Center, Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates by writing to the Securities and Exchange
Commission, Public Reference Section, Washington, D.C. 20549.The Registration
Statement, including exhibits and schedules thereto, is also available at the
Commission's site on the World Wide Web at http://www.sec.gov Bookmark not
defined. Copies of reports, proxy and information statements and other
information regarding the Corporation are also available at the Commission's
Web site.
The Corporation's Common Stock is quoted on the Nasdaq
National Market. Reports, proxy statements and other information concerning the
Corporation may also be inspected at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Corporation has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended (the "Act")
with respect to the Common Stock available for sale under the Plan. In
addition, the Corporation has filed a Registration Statement on Form S-8 under
the Act with respect to certain shares available for issuance solely to
employees of the Corporation or its subsidiaries under the Plan. This
Prospectus does not contain all of the information set forth in such
Registration Statements and exhibits thereto, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information pertaining to the Plan and the Corporation, reference is
made to the Registration Statements and exhibits thereto. The Registration
Statements may be inspected without charge by anyone at the office of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all
or any part of either Registration Statement may be obtained from the
Commission at its principal office, 450 Fifth Street, N.W., Washington, D.C.
20549, upon payment of the fees prescribed by it.
The Corporation's principal executive offices are located at
Hermitage Square, Hermitage, Pennsylvania 16148 and its telephone number is
(412) 981-6000.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the
Commission are incorporated herein by reference and made a part hereof:
(1) The Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
<PAGE> 7
(2) The Corporation's Quarterly Reports on Form 10-Q filed
with the Commission for the periods ended March 31, 1997 and June 30, 1997.
(3) The Corporation's definitive Proxy Statement dated on or
about March 19, 1997 in connection with the Annual Meeting of Shareholders of
the Corporation held on April 23, 1997.
(4) The description of the Corporation's Common Stock as
contained in the Corporation's Registration Statement on Form S-4, Registration
No. 33-32836, effective on March 1, 1990.
(5) The Corporation's Current Reports on Form 8-K dated
January 24, 1997, March 5, 1997, April 22, 1997 and July 22, 1997.
All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document
"modifies" or replaces such statement. Any such statement so modified or
superseded shall-not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will provide without charge to each person to
whom this Prospectus is delivered, on the written or oral request of any such
person, a copy of its Annual Report to Shareholders for its last fiscal year
and any or all of the foregoing documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated herein by reference into the foregoing documents). Written or
telephone requests should be directed to:
Shareholder Relations
F.N.B. Corporation
Hermitage Square
Hermitage, Pennsylvania 16148
Telephone: (800) 490-3951
-2-
<PAGE> 8
DESCRIPTION OF THE VOLUNTARY DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The following, in a question and answer format, are the
provisions of the Voluntary Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of the Corporation. Those holders of the Corporation's Common Stock or
Preferred Stock who do not participate in the Plan will continue to receive
cash dividends by check, if and when declared.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record holders of the
Corporation's Common Stock, $2.00 par value (the "Common Stock"), Series A -
Cumulative Convertible Preferred Stock ("Series A Preferred") and Series B -
Cumulative Convertible Preferred Stock ("Series B Preferred" and, together with
the Series A Preferred, "Preferred Stock"), and employees of the Corporation or
any of its subsidiaries with an attractive and convenient method of investing
cash dividends and/or voluntary cash payments in shares of Common Stock. With
respect to those shares which are purchased directly from the Corporation and
not in the open market, the Corporation will receive additional funds to be
used for general corporate purposes (see "Use of Proceeds" below).
A Participant may decide to reinvest dividends and, if he or
she wishes, to make voluntary cash payments of not less than $100 per payment
nor more than $10,000 per calendar quarter, OR a Participant may simply decide
to make voluntary cash payments subject to the amounts stated above. (See
Question 14 below.) The above limitations do not apply to Participants who are
employees of the Corporation or a subsidiary thereof ("Employee Participants")
and who elect to make voluntary cash payments by payroll deduction. See
Question 28 below.
Advantages
2. What are the advantages of the Plan?
Participants in the Plan receive full investment of funds
(with the exception of any required income tax withholding as described in
Question 21 below) because they are not required to pay brokerage commissions,
service charges or other expenses in connection with purchases under the Plan,
and because the Plan credits fractional shares (computed to four decimal
places), as well as whole shares, to a Participant's account. Dividends on
fractional shares, as well as whole shares, will be reinvested in additional
shares.
Participants receive detailed statements of their accounts
after each dividend reinvestment or purchase transaction to simplify their
record keeping, and since the Plan Administrator is the record holder of shares
purchased under the Plan, Participants need not be concerned with the
safekeeping of shares acquired through the Plan.
-3-
<PAGE> 9
Administration
3. Who administers the Plan for Participants?
ChaseMellon Shareholder Services (the "Plan Administrator" or
"ChaseMellon") administers the Plan as agent for Participants, and in such
capacity performs various administrative duties relating to the Plan, including
providing information to the Corporation regarding Plan accounts to enable the
Corporation to send statements of account to Participants. ChaseMellon's
appointment as Plan Administrator became effective January 1, 1996. All
correspondence relating to the Plan should include your social security or
taxpayer identification number and your "account key" (set forth on your Plan
account statement) and should be directed to:
ChaseMellon Shareholder Services
Recordkeeping Services
P.O. Box 590
Ridgefield Park, New Jersey 07660
Participation
4. Who is eligible to participate?
All registered holders of Common Stock and Preferred Stock
are eligible to participate in the Plan. In addition, employees of the
Corporation or any of its subsidiaries may participate in the Plan even if they
are not record holders of Common Stock or Preferred Stock at the time they
first elect to participate (see Question 28 below).
Employees who receive grants of Common Stock under the
Corporation's Restricted Stock Bonus Plan (the "Restricted Stock Plan") are
required to participate in the Plan. The Restricted Stock Plan requires that
shares granted under the Restricted Stock Plan and subject to forfeiture
restrictions as provided in the Restricted Stock Plan must be held under and
enrolled in the Plan during the restricted period applicable to such shares.
(See Question 28 below.) In addition, employees, officers and directors of the
Corporation or any of its subsidiaries who participate in other benefit plans
established by the Corporation from time to time ("Stock Plans") and who
receive shares of Common Stock under such Stock Plans may elect or may be
required to enroll such shares in the Plan to the extent permitted or required
by such Stock Plan.
Employee Participants who receive grants of Common Stock
under the Restricted Stock Plan or any other Stock Plan should refer to the
Prospectus relating to the Restricted Stock Plan or such other Stock Plan (as
applicable) for a complete description of these restrictions and other features
of the Restricted Stock Plan or other Stock Plan.
Record holders or Employee Participants may participate in
the dividend reinvestment aspect of the Plan with respect to all or any portion
of their shares. Beneficial owners whose shares are held in the name of a
nominee, such as a securities depository, may participate by having the record
holder (i.e., the nominee) execute an Authorization Form as described in
response to Question 5 below. To facilitate participation in the Plan by all
beneficial owners of Common Stock or Preferred Stock, the Plan Administrator
may accept reinvestment instructions from such nominees within a reasonable
period after the record date established for payment of a
-4-
<PAGE> 10
particular dividend, generally not to exceed five business days. All of the
other provisions set forth herein apply to participation in the Plan by
nominees. In particular, voluntary cash payments from any record owner (other
than Employee Participants who elect to make such payments by payroll
deduction) may not exceed $10,000 per calendar quarter (see Question 14 below).
To avoid such limitation with respect to a nominee, beneficial owners may elect
to have their shares transferred into their own name(s).
5. How does an eligible shareholder or employee become a Participant?
An eligible shareholder may join the Plan at any time by
completing and signing the appropriate Authorization Form included with this
Prospectus (the "Authorization Form") and returning it to the Plan
Administrator. A postage-paid envelope is provided for that purpose. Additional
Authorization Forms may be obtained from the Plan Administrator.
Authorization Forms for new Participants must be received
prior to a dividend record date for eligible shareholders to participate on the
related dividend payment date.
Employee Participants may join the Plan as described above or
may sign up for payroll deduction and have voluntary cash payments
automatically deducted from their paychecks (see Question 29 below).
Employee Participants who receive grants of Common Stock
under the Restricted Stock Plan are required to enroll the shares granted in
the Plan and maintain such enrollment during the restricted period applicable
to such shares. Employee Participants who receive grants of Common Stock under
other Stock Plans may be required or permitted to enroll the shares granted in
the Plan as set forth in the Stock Plan pursuant to which such grant was made
(see Question 28 below).
6. Does a Participant have to authorize dividend reinvestment on a
minimum number of shares?
No. There are no minimum share requirements. Registered
holders of Common Stock or Preferred Stock may authorize the reinvestment of
dividends on all or any portion of their shares. (See Question 4 above and
Question 7 below). However, Employee Participants whose shares of Common Stock
issued under the Restricted Stock Plan (or any other Stock Plan which requires
that shares granted thereunder be enrolled in the Plan) are being held under
the Plan are required to authorize dividend reinvestment as to such shares as
required by the Restricted Stock Plan or such other Stock Plan (see Question 28
below).
-5-
<PAGE> 11
7. May a Participant change the number of shares subject to the Plan?
Yes. If a Participant wishes to change the number of shares
subject to the Plan, the Participant must notify the Plan Administrator in
writing to that effect. Any such notification received after a dividend record
date will not be effective until dividends paid for such record date have been
reinvested and the shares credited to the Participant's account.
Purchases
8. When will shares of Common Stock be purchased under the Plan?
Cash dividends will be used to purchase Common Stock on the
date cash dividends are paid to all shareholders of record, generally in the
third week of March, June, September and December for Common Stock and
Preferred Stock. Voluntary cash payments will be invested on the 15th day of
each month or on the next succeeding business day if such day is a Saturday,
Sunday or public holiday. The date on which dividends are reinvested and/or
cash payments are invested is hereinafter referred to as the "Investment Date".
9. At what price will shares of Common Stock be purchased under the Plan?
The per share purchase price of Common Stock purchased for
Participants with reinvested dividends or voluntary cash payments will be 100%
of the average of the "bid" and "ask" prices on the Investment Date, as
reported on any securities market where the Common Stock is traded. If Common
Stock is not traded on the Investment Date, the purchase price of shares will
be determined by averaging the "bid" and "ask" prices on the last prior trading
day.
10. How many shares of Common Stock will be purchased for Participants?
The number of shares that will be purchased for each
Participant will depend on the amount of dividends to be reinvested, voluntary
cash payments, or both, in a Participant's account and the per share purchase
price of Common Stock for the Participant. (See Question 9 above). Each
Participant's account will be credited with that number of shares, including
any fractional interest computed to four (4) decimal places, equal to the total
amount to be invested divided by the per share purchase price of the Common
Stock for the Participant.
11. Will dividends on shares held in a Participant's account be used to
purchase additional shares under the Plan?
Yes. All dividends on shares purchased for a Participant's
account, whether through dividend reinvestment or voluntary cash payments, will
be automatically reinvested in additional shares of Common Stock.
-6-
<PAGE> 12
12. Are there any expenses to Participants in connection with purchases
under the Plan?
No. Participants bear none of the costs of the Plan. All
costs of administering the Plan are paid by the Corporation. However, if a
Participant instructs the Plan Administrator to sell shares, the brokerage
fees, commissions and any applicable transfer taxes will be the obligation of
and paid by the Participant. In addition, an administrative fee may be charged
if a Participant requests duplicate copies of reports that are provided
initially free of charge (see Questions 16 and 25 below).
Voluntary Cash Payments
13. Who will be eligible to make voluntary cash payments?
Any shareholder of record or Employee Participant, regardless
of whether or not the dividend reinvestment option is selected, may make
optional cash payments when enrolling in the Plan by sending a check or money
order payable to "ChaseMellon Shareholder Services, Plan Administrator" with
his or her Authorization Form. Participants wishing to enroll in the optional
cash payments feature of the Plan must include a check or money order payable
to "ChaseMellon Shareholder Services, Plan Administrator" with their
Authorization Form. Thereafter, additional optional cash payments may be made
through the use of the form sent with each periodic statement. A separate form
must be completed by Employee Participants who wish to make such voluntary cash
purchases by payroll deduction (see Question 29 below).
14. What are the limitations on voluntary cash payments?
Voluntary cash payments may be made at any time but, unless
otherwise determined by the Board of Directors of the Corporation, may not be
less than $100 per payment (except in the case of Employee Participants who
elect to make such payments by payroll deduction). Such payments on behalf of
any Participant (other than an Employee Participant) may not aggregate more
than $10,000 per calendar quarter. The Corporation reserves the right in its
sole discretion to determine whether voluntary cash payments are made on behalf
of a particular Participant.
15. How does the voluntary cash payment option work?
A voluntary cash payment may be made by enclosing a check or
money order with the Authorization Form (for new Participants) or by forwarding
a check or money order to the Plan Administrator with a payment form which will
be sent to Participants with each statement of account. Checks and money orders
should be made payable to "ChaseMellon Shareholder Services, Plan
Administrator" and should include the Participant's "account key" (set forth on
the Participant's Plan account statement). Additional payment forms may be
obtained from the Plan Administrator. Employee Participants may elect to make
voluntary cash payments by payroll deduction (see Question 28 below).
Any voluntary cash payment received prior to the close of
business on an Investment Date will be applied to the purchase of shares of
-7-
<PAGE> 13
Common Stock on such Investment Date at a price determined in accordance with
provisions of the Plan (see Questions 9 and 10 above). No interest will be paid
on uninvested voluntary cash payments.
Reports to Participants
16. What kind of reports will be sent to Participants in the Plan?
A statement of account transactions will be mailed to each
Participant as soon as practicable after each dividend reinvestment or purchase
transaction. These statements will provide a record of cost information and
should be retained for tax purposes. Each Participant will also receive copies
of the Corporation's annual and quarterly reports to shareholders, proxy
statements and information for income tax reporting purposes.
Share Certificates
17. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Unless requested by a Participant, certificates for shares of
Common Stock purchased under the Plan will not be issued. In no event, however,
will a certificate be issued for a fractional share. The number of shares
credited to a Participant's account under the Plan will be shown on his
statement of account. This safekeeping feature protects against loss, theft or
destruction of stock certificates. Certificates will be issued for shares
withdrawn from the Plan (see Question 18 below).
Withdrawal of Shares in Plan Accounts
18. How may a Participant withdraw shares purchased under the Plan?
A Participant may withdraw all or a portion of the shares of
Common Stock credited to his account by notifying the Plan Administrator in
writing to that effect and specifying in the notice the number of shares to be
withdrawn. This notice should be mailed to the Plan Administrator at the
address shown in response to Question 3 above. Certificates for whole shares of
Common Stock so withdrawn will be registered in the name of and issued to the
Participant. Any notice of withdrawal received after a dividend record date
will not be effective until dividends paid for such record date have been
reinvested and the shares credited to the Participant's account. No dividends
will be reinvested on shares withdrawn from a Participant's account unless an
Authorization Form is or has been submitted with respect to such shares.
Employee Participants may not withdraw shares of Common Stock
issued under the Restricted Stock Plan (or another Stock Plan imposing similar
restrictions on shares granted thereunder) or shares purchased upon
reinvestment of dividends on such restricted shares so long as the forfeiture
restrictions under the Restricted Stock Plan or other Stock Plan apply to such
shares. (See Question 28 below.)
-8-
<PAGE> 14
19. What happens to any fractional interest when a Participant withdraws
shares purchased under the Plan?
Any fractional interest withdrawn will be liquidated by the
Plan Administrator on the basis of the then current market value of the Common
Stock and a check issued promptly for the proceeds thereof. In no case will
certificates representing a fractional interest be issued.
Discontinuation of Dividend Reinvestment
20. How does a Participant discontinue participation under the Plan?
A Participant may discontinue participation under the Plan by
notifying the Plan Administrator in writing to that effect. Any notice of
discontinuation received after a dividend record date will not be effective
until dividends paid for such record date have been reinvested and the shares
credited to the Participant's account. If a Participant discontinues
participation in the Plan, dividends on shares held in such Participant's
account will be automatically reinvested until such shares are withdrawn (see
Question 18 above). If, after discontinuation, less than five shares remain in
such Participant's account, the Corporation shall have the right, but shall not
be obligated, to issue certificates for such shares and liquidate any
fractional interest in accordance with provisions of the Plan. Any Participant
who elects to discontinue participation is still eligible to purchase Common
Stock by making voluntary cash payments. (See Question 1 above.)
Upon withdrawal from the Plan, the Participant may request
that all of the whole shares credited to the Participant's account be sold. If
such a request is made, the Plan Administrator will place a sale order as soon
as practicable after receipt of the request through an independent broker. The
Participant will receive the proceeds of the sale less any brokerage fees,
commissions and any applicable transfer or other tax.
After a withdrawal is effective, all dividends on Common
Stock and/or Preferred Stock held of record by a shareholder, as to which
participation has been terminated, will be paid in cash; however, the
shareholder may elect to re-enroll in the dividend reinvestment option of the
Plan at almost any time.
Employee Participants may not withdraw restricted shares
granted under the Restricted Stock Plan (or any other Stock Plan imposing
similar restrictions on shares granted thereunder) during the restricted period
applicable to such shares (see Question 28 below).
Federal Income Tax Information
21. What are the federal income tax consequences of participation in the
Plan?
A. Dividend Income and Tax Basis for Participating Shareholders.
The fair market value of the shares acquired by a Participant
through reinvestment of dividends will be includible in the Participant's gross
income unless notified otherwise by the Corporation. The fair market
-9-
<PAGE> 15
value of such shares is measured as of the date when the shares are credited to
the Participant's account.
The tax basis of shares acquired through reinvestment of
dividends will be the fair market value of the shares on the date when the
shares are credited to the Participant's account.
B. Tax Basis of Shares Purchased With Voluntary Cash Payments.
The tax basis of shares purchased with voluntary cash
payments will be equal to the amount of the optional payment made by the
shareholder.
C. Holding Period.
The holding period for Common Stock purchased through
dividend reinvestment or optional cash payments begins on the date following
the day on which the shares are credited to the shareholder's account.
D. Dividend Withholding.
In the case of any shareholder as to whom federal income tax
withholding on dividends is required and in the case of a foreign shareholder
whose taxable income under the Plan is subject to federal income tax
withholding, the Corporation will reinvest dividends net of the amount of tax
required to be withheld.
E. Other.
Participants should consult their own tax advisors as to the
tax consequences of account transactions. Certain tax information will be
provided to participants by the Plan Administrator. (See Question 16 above.) In
addition, Employee Participants holding restricted shares issued under the
Restricted Stock Plan (or other Stock Plan imposing similar restrictions on
shares issued thereunder) should refer to the Prospectus relating to the
Restricted Stock Plan or other Stock Plan for a discussion of the tax
consequences of ownership of and transactions with respect to such shares.
Other Information
22. What happens if the Corporation issues a stock dividend, declares a
stock split or has a rights offering with respect to Common Stock?
Any shares resulting from a stock dividend or stock split
with respect to Common Stock (whole shares and any fractional interest) in a
Participant's account will be credited to such account. The basis for any
rights offering will include the shares of Common Stock and any fractional
interest credited to a Participant's account.
23. How will the shares credited to a Participant's account be voted at a
meeting of shareholders?
If on a record date for a meeting of shareholders there are
shares of Common Stock credited to a Participant's account under the Plan,
-10-
<PAGE> 16
such Participant will be sent proxy material for such meeting. A Participant
will be entitled to one vote for each whole share of Common Stock credited to
his account. The Participant may vote by proxy or in person at any such
meeting.
24. What is the responsibility of the Plan Administrator?
The Plan Administrator receives the Participants' dividend
payments and voluntary cash payments, invests such amounts in additional shares
of Common Stock, maintains continuing records of each Participant's account,
and advises Participants as to all transactions in and the status of their
accounts and provides the Corporation with transaction and account information
to enable the Corporation to prepare account statements. The Plan Administrator
acts in the capacity of agent for the Participants. The Plan Administrator also
receives and maintains records with respect to Restricted Stock Plan shares
(and other Stock Plan shares) held under the Plan.
Under the terms of the Restricted Stock Plan and each other
Stock Plan that permits or requires shares granted thereunder to be enrolled in
the Plan, the Plan Administrator is required to take certain actions with
respect to shares issued under the Restricted Stock Plan or such other Stock
Plan. The terms of the Restricted Stock Plan and each such Stock Plan are
binding upon the Plan Administrator and are incorporated by reference in the
Plan as if set forth herein.
All notices from the Plan Administrator to a Participant will
be addressed to the Participant at his last address of record with the Plan
Administrator. The mailing of a notice to a Participant's last address of
record will satisfy the Plan Administrator's duty of giving notice to such
Participant. Therefore, Participants must promptly notify the Plan
Administrator of any change of address.
The Plan Administrator, in administering the Plan, will not
be liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim for liability arising out of failure
to terminate a Participant's account upon such Participant's death prior to
receipt of notice in writing of such death or with respect to the timing or
price of any purchases. The Plan Administrator shall have no duties,
responsibilities or liabilities except such as are expressly set forth in the
Plan.
All transactions in connection with the Plan shall be
governed by the laws of Pennsylvania.
25. May the Plan be modified or discontinued?
The Corporation reserves the right to suspend or terminate
the Plan at any time. It also reserves the right to make modifications to the
Plan. Participants will be notified of any such suspension, termination or
modification. In addition, the Corporation may adopt reasonable procedures for
the administration of the Plan.
-11-
<PAGE> 17
26. May a Participant pledge shares purchased under the Plan?
No. A Participant who wishes to pledge shares credited to his
account must request the withdrawal of such shares in accordance with the
procedures outlined in response to Question 18 above.
27. What procedures should be followed if a Participant wishes to sell
shares purchased under the Plan?
When a Participant wishes to sell all or a portion of the
shares credited to his account, he must request the withdrawal of such shares
in accordance with the procedures outlined in response to Question 18 above.
Special Provisions Applicable to Employee Participants
28. How do employees become participants?
All permanent full-time or permanent part-time employees of
the Corporation or its subsidiaries are eligible to participate in the Plan
even though the employee may not be a record or beneficial holder of Common
Stock or Preferred Stock at the time he or she joins the Plan. An employee who
is not a record or beneficial holder of Common Stock or Preferred Stock at the
time he or she joins the Plan may make an initial purchase of no more than ten
(10) shares of Common Stock from certain shares set aside for such initial
purchases as part of his or her initial purchase by voluntary cash payment or
payroll deduction; thereafter, such employee may participate fully in all
aspects of the Plan as an Employee Participant.
An eligible employee may join the Plan by completing the
appropriate Authorization Form (see Question 5 above) along with any other
forms required by the Plan Administrator, and returning all such forms to the
human resources department of his or her employer. In addition, if the employee
wishes to make voluntary cash payments by payroll deduction, he or she must
sign a Payroll Deduction Authorization Form and return it to the human
resources department of the Corporation or the subsidiary with which he or she
is employed. Participation by Employee Participants electing the payroll
deduction option will begin on the first payroll date after the human resources
department has received the completed forms.
The Corporation from time to time also may grant Common Stock
to eligible employees, officers or directors under the Restricted Stock Plan or
any other Stock Plan. Any shares awarded under the Restricted Stock Plan (or
any other Stock Plan to the extent provided therein) will automatically be
enrolled in the Plan and must remain in the Plan during the restricted period
applicable to such shares (if any). The minimum and maximum contribution
amounts described in Questions 13 and 14 above are not applicable to these
awards or to any voluntary purchases of stock by Employee Participants if such
voluntary purchases are made by payroll deduction. All shares awarded under the
Restricted Stock Plan or such other Stock Plan will be held by the Plan
Administrator subject to the terms and conditions contained in the Plan and the
Restricted Stock Plan or such other Stock Plan (as applicable).
-12-
<PAGE> 18
29. How are payroll deductions made?
Funds for the purchase of Common Stock may, at the election
of an Employee Participant, be accumulated through payroll deductions
authorized by the employee. The minimum payroll deduction permitted is $10.00
per pay period, and payroll deductions may be authorized in any amount that is
a multiple of $5.00. The minimum and maximum contribution amounts described in
Questions 13 and 14 above are not applicable to contributions made by Employee
Participants through payroll deduction. Employee Participants who elect to make
voluntary cash purchases but do not elect payroll deduction are subject to the
minimum and maximum contribution amounts applicable to Participants generally
(see Questions 1 and 14 above).
An Employee Participant may increase or decrease his or her
authorized payroll deduction at any time by completing and signing the
appropriate form and returning it to the appropriate human resources
department.
30. How does an employee terminate his or her participation through
payroll deduction?
An Employee Participant may terminate his or her payroll
deduction participation in the Plan at any time by submitting a payroll
deduction revocation form to the appropriate human resources department. Death,
retirement or termination of employment for any reason will automatically
terminate the payroll deductions for an Employee Participant. However, Common
Stock enrolled in the Plan at the time of the termination of such Employee
Participant's employment with the Corporation or its subsidiary will remain in
the Plan until the Employee Participant's participation in the Plan is
discontinued in accordance with Question 20 above.
USE OF PROCEEDS
The proceeds (if any) to the Corporation from the sale of the
Common Stock pursuant to the Plan will be used for general corporate purposes,
including investments in and advances to its subsidiaries.
EXPERTS
The consolidated financial statements of the Corporation at
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996 included in the Corporation's Current Report on Form 8-K
dated July 22, 1997, incorporated by reference in this Prospectus and in the
Registration Statements, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report, included therein and incorporated by
reference herein, which 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 statement 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.
-13-
<PAGE> 19
LEGAL OPINION
Cohen & Grigsby, P.C., Pittsburgh, Pennsylvania, counsel to
the Corporation, has rendered an opinion as to the validity of the Common Stock
offered hereby.
-----------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET
FORTH IN THE REGISTRATION STATEMENTS FILED WITH THE COMMISSION WITH RESPECT TO
THE PLAN, CERTAIN PORTIONS OF WHICH HAVE BEEN OMITTED PURSUANT TO THE RULES AND
REGULATIONS OF THE COMMISSION, AND TO WHICH PORTIONS REFERENCE IS HEREBY MADE
FOR FURTHER INFORMATION WITH RESPECT TO THE CORPORATION AND THE SECURITIES
OFFERED HEREBY. THE REGISTRATION STATEMENTS MAY BE INSPECTED WITHOUT CHARGE BY
ANYONE AT THE OFFICE OF THE COMMISSION, 450 FIFTH STREET, N.W., WASHINGTON,
D.C. 20549, AND COPIES OF ALL OR ANY PART OF EITHER REGISTRATION STATEMENT MAY
BE OBTAINED FROM THE COMMISSION AT ITS PRINCIPAL OFFICE, 450 FIFTH STREET,
N.W., WASHINGTON, D.C. 20549, UPON PAYMENT OF THE FEES PRESCRIBED BY THE
COMMISSION.
-14-
<PAGE> 20
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:
Securities and Exchange Commission
Registration Fee $ 1,853.00
Blue Sky fees and expenses $ 0.00
Costs of printing $ 6,000.00
Legal fees and expenses $ 3,000.00
Accounting fees and expenses $ 1,000.00
Miscellaneous expenses $ 1,000.00
-----------
TOTAL $ 12,853.00
===========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Numbered Paragraph 6.b. of the Restated Articles of
Incorporation 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 or investigative 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
<PAGE> 21
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.
Section 1741 of the Pennsylvania Business Corporation Law
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, suit 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 director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
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 person in connection with such action,
suit 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 action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, 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 Business Corporation Law
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 or suit 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
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit 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, except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty 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 such
action or suit was brought shall determine 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
which the court of common pleas or such other court shall deem proper.
Any such indemnification (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
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 such action, suit 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 director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, such person shall be indemnified
II-2
<PAGE> 22
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection therewith.
Section 513 of the Pennsylvania Associations Code provides
that the indemnification provided pursuant to Sections 1741, 1742 and 1743 of
the Business Corporation Law shall not be deemed exclusive of any other rights
to which a person seeking indemnification may be entitled under any other
bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in
another capacity while holding office, and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his heirs, executors and administrators.
Section 1740 of the Business Corporation Law further provides
that the indemnification provisions of Sections 1741, 1742 and 1743 shall not
be deemed 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, members or directors or otherwise, both as to
action in his official capacity and as to action in another 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 ensure
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, members 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.
Section 1745 of the Business Corporation Law further provides
that expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition
of the action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation.
Item 16. Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit No.
- -----------
4.1 The Registrant's Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.1 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996).
4.2 The Registrant's By-laws, as amended, (incorporated by reference
to Exhibit 4 of the Registrant's report on Form 10-Q for the
quarter ended June 30, 1994).
4.3(a) Designation statement defining the rights of F.N.B. Corporation
Series A - Cumulative Convertible Preferred Stock (incorporated
by reference to Exhibit 4A of the Registrant's Form S-14
Registration Statement, File No. 2-96404).
4.3(b) Designation statement defining the rights of F.N.B. Corporation
Series B - Cumulative Convertible Preferred Stock (incorporated
by reference to Exhibit 4.3 of the Registrant's Form S-2
Registration Statement File No. 33-45888).
II-3
<PAGE> 23
4.4 The Registrant agrees to furnish to the Commission upon request
copies of all instruments not filed herewith defining the rights
of holders of long-term debt of the Registrant and its
subsidiaries.
5 Opinion of Cohen & Grigsby, P.C. re: legality.
8 Opinion of Cohen & Grigsby, P. C. re: tax matters.
23.1 Consent of Cohen & Grigsby, P. C. (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Hill, Barth & King, Inc.
24 Power of Attorney (See Page II-6).
28.1 Plan Authorization Form (Common Stock holders) (incorporated by
reference to Exhibit 28.1 to Post-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form S-3, No.
33-72532, filed on February 15, 1996).
28.2 Plan Authorization Form (Employee Participants) (incorporated by
reference to Exhibit 28.2 to Post-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form S-3, No.
33-72532, filed on February 15, 1996).
28.3 Plan Authorization Form (Preferred Stock holders) (incorporated
by reference to Exhibit 28.3 to Post-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form S-3, No.
33-72532, filed on February 15, 1996).
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 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 purpose 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 to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
II-4
<PAGE> 24
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-5
<PAGE> 25
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 of the requirements for filing on Form S-3 and has 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
September 15, 1997.
F.N.B. CORPORATION
By /s/ PETER MORTENSEN
---------------------------------
Peter Mortensen, Chairman
and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Peter Mortensen and James
Orie, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully and to all intents and purposes as he might 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 the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ PETER MORTENSEN Chairman, President September 15, 1997
- ---------------------------- and Director (Principal Executive
Peter Mortensen Officer)
/s/ STEPHEN J. GURGOVITS Executive Vice President and September 15, 1997
- ----------------------------- Director
Stephen J. Gurgovits
/s/ GARY L. TICE Executive Vice President and September 15, 1997
- ----------------------------- Director
Gary L. Tice
</TABLE>
II-6
<PAGE> 26
<TABLE>
<S> <C> <C>
/s/ JOHN D. WATERS Vice President and Chief Financial September 15, 1997
- ----------------------------- Officer (Principal Accounting
John D. Waters Officer)
/s/ W. RICHARD BLACKWOOD Director September 15, 1997
- -----------------------------
W. Richard Blackwood
/s/ WILLIAM B. CAMPBELL Director September 15, 1997
- -----------------------------
William B. Campbell
/s/ CHARLES T. CRICKS Director September 15, 1997
- -----------------------------
Charles T. Cricks
/s/ HENRY M. EKKER Director September 15, 1997
- -----------------------------
Henry M. Ekker, Esq.
/s/ THOMAS C. ELLIOTT Director September 15, 1997
- -----------------------------
Thomas C. Elliott
/s/ THOMAS W. HODGE Director September 15, 1997
- -----------------------------
Thomas W. Hodge
/s/ JAMES S. LINDSAY Director September 15, 1997
- -----------------------------
James S. Lindsay
/s/ PAUL P. LYNCH Director September 15, 1997
- -----------------------------
Paul P. Lynch
/s/ EDWARD J. MACE Director September 15, 1997
- -----------------------------
Edward J. Mace
/s/ ROBERT S. MOSS Director September 15, 1997
- -----------------------------
Robert S. Moss
/s/ RICHARD C. MYERS Director September 15, 1997
- -----------------------------
Richard C. Myers
/s/ JOHN R. PERKINS Director September 15, 1997
- -----------------------------
John R. Perkins
</TABLE>
II-7
<PAGE> 27
<TABLE>
<S> <C> <C>
/s/ WILLIAM A. QUINN Director September 15, 1997
- -----------------------------
William A. Quinn
/s/ GEORGE A. SEEDS Director September 15, 1997
- -----------------------------
George A. Seeds
/s/ WILLIAM J. STRIMBU Director September 15, 1997
- -----------------------------
William J. Strimbu
/s/ ARCHIE O. WALLACE Director September 15, 1997
- -----------------------------
Archie O. Wallace
/s/ JOSEPH M. WALTON Director September 15, 1997
- -----------------------------
Joseph M. Walton
/s/ JAMES T. WELLER Director September 15, 1997
- -----------------------------
James T. Weller
/s/ ERIC J. WERNER Director September 15, 1997
- -----------------------------
Eric J. Werner
/s/ R. BENJAMIN WILEY Director September 15, 1997
- -----------------------------
R.Benjamin Wiley
/s/ DONNA C. WINNER Director September 15, 1997
- -----------------------------
Donna C. Winner
</TABLE>
II-8
<PAGE> 28
EXHIBIT INDEX
(Pursuant to Item 601(a) of Regulation S-K)
<TABLE>
<CAPTION>
Sequential Page
Exhibit No. Description No.
- ----------- ----------- ----
<S> <C>
4.1 The Registrant's Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.1 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996).
4.2 The Registrant's By-laws, as amended, (incorporated by reference
to Exhibit 4 of the Registrant's report on Form 10-Q for the
quarter ended June 30, 1994).
4.3(a) Designation statement defining the rights of F.N.B. Corporation
Series A Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 4A of the Registrant's Form S-14 Registration
Statement, File No. 2-96404).
4.3(b) Designation statement defining the rights of F.N.B. Corporation
Series B - Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 4.3 of the Registrant's Form S-2 Registration
Statement File No. 33-45888).
4.4 The Registrant agrees to furnish to the Commission upon request
copies of all instruments not filed herewith defining the rights
of holders of long-term debt of the Registrant and its
subsidiaries.
5 Opinion of Cohen & Grigsby, P. C. re: legality.
8 Opinion of Cohen & Grigsby, P. C. re: tax matters.
23.1 Consent of Cohen & Grigsby, P. C. (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Hill, Barth and King, Inc.
24 Power of Attorney (See Page II-6).
28.1 Plan Authorization Form (Common Stock holders) (incorporated by
reference to Exhibit 28.1 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-3, No. 33-72532,
filed on February 15, 1996).
</TABLE>
<PAGE> 29
<TABLE>
<S> <C>
28.2 Plan Authorization Form (Employee Participants) (incorporated by
reference to Exhibit 28.2 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-3, No. 33-72532,
filed on February 15, 1996).
28.3 Plan Authorization Form (Preferred Stock holders) (incorporated by
reference to Exhibit 28.3 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-3, No. 33-72532,
filed on February 15, 1996).
</TABLE>
<PAGE> 1
Exhibit 5
OPINION OF COHEN & GRIGSBY, P.C.
September 15, 1997
F.N.B. Corporation
Hermitage Square
Hermitage, PA 16148
Gentlemen:
We refer to the Form S-3 Registration Statement under the Securities
Act of 1933 to be filed by F.N.B. Corporation ("FNB") with the Securities and
Exchange Commission on September 15, 1997, relating to the issuance and sale of
200,000 shares of common stock, par value $2.00 per share (the "Common Stock"),
of FNB. We have acted as counsel to FNB in connection with the preparation and
filing of such Registration Statement, and have examined such records,
certificates and documents as we deemed relevant and necessary as a basis for
the opinion set forth below.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be issued, when issued in accordance with the terms of the
Registration Statement, will be validly issued, fully-paid and non-assessable
shares of Common Stock of FNB.
We hereby consent to the reference to us in the Prospectus of FNB
constituting part of FNB's Registration Statement on Form S-3 to be filed with
the Securities and Exchange Commission registering the Common Stock, and to the
inclusion of this letter 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).
Yours truly,
/s/ COHEN & GRIGSBY, P.C.
<PAGE> 1
EXHIBIT 8
OPINION OF COHEN & GRIGSBY, P.C.
September 15, 1997
F.N.B. Corporation
Hermitage Square
Hermitage, PA 16148
Gentlemen:
You have requested our opinion concerning the section
entitled "Federal Income Tax Information", of the Registration Statement
(described below) prepared in connection with the Voluntary Dividend
Reinvestment and Stock Purchase Plan (the "Plan") of F.N.B. Corporation
("F.N.B.") pursuant to which shareholders of F.N.B. may invest cash dividends
and/or voluntary cash payments in shares of Common Stock, par value $2.00 per
share ("F.N.B. Common Stock") of F.N.B.
In rendering this opinion, we have examined the Form S-3
Registration Statement under the Securities Act of 1933 which F.N.B. is
preparing to file to register the F.N.B. Common Stock available under the Plan,
and we have assumed that the Plan will be administered in accordance with the
description of its terms as contained in the Registration Statement.
The discussion of federal income tax matters in the
Registration Statement and the opinion contained herein are based on the
Internal Revenue Code of 1986, as amended, applicable Treasury Regulations,
current administrative announcements of the Internal Revenue Service, existing
judicial decisions as of the date of the Registration Statement, and private
letter rulings of the Internal Revenue Service which may not be used or cited
as precedent, but which are instructive in understanding current Internal
Revenue Service thinking on the subject. Our opinion is not binding upon the
Internal Revenue Service, and no assurance can be given that changes in
legislative, administrative or judicial rules and interpretations will not
affect the continuing validity of the opinion. Any such changes, if adopted,
may apply to the 1993 taxable year or any subsequent taxable year of a
participant in the Plan.
Based upon and subject to the foregoing, it is our opinion
that the discussion contained in the Registration Statement entitled "Federal
Income Tax Information" fully and fairly addresses the material federal income
tax issues relating to participation in the Plan.
We hereby consent to the inclusion of this letter 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,
/s/ COHEN & GRIGSBY, P. C.
<PAGE> 1
Exhibit 23.2
CONSENT OF ERNST & YOUNG, 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 200,000 shares of its common stock and to the
incorporation by reference therein of our report dated July 3, 1997 with
respect to the consolidated financial statements of F.N.B. Corporation included
in its Current Report on Form 8-K dated July 22, 1997 filed with the Securities
and Exchange Commission.
/s/ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
September 9, 1997
<PAGE> 1
Exhibit 23.3
CONSENT OF COOPERS & LYBRAND L.L.P., INDEPENDENT AUDITORS
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 Exhibits 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 L.L.P.
Fort Meyers, Florida
September 15, 1997
<PAGE> 1
Exhibit 23.4
CONSENT OF HILL, BARTH & KING, INC., INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement and related Prospectus of F.N.B. Corporation on Form S-3
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 by
reference in the Current Report on Form 8-K dated July 22, 1997.
/s/ HILL, BARTH & KING, INC.
Certified Public Accountants
Naples, Florida
September 12, 1997
