<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997
REGISTRATION NO. 333-32355
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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F.N.B. CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
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<S> <C> <C>
PENNSYLVANIA 6711 25-1255406
(STATE OR OTHER JURISDICTION OF (Primary Standard Industrial (I.R.S. Employer
INCORPORATION OR ORGANIZATION) Classification Code Number) Identification No.)
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HERMITAGE SQUARE JOHN D. WATERS
HERMITAGE, PENNSYLVANIA 16148 F.N.B. CORPORATION
(412) 981-6000 HERMITAGE SQUARE
(ADDRESS, INCLUDING ZIP CODE, AND HERMITAGE, PENNSYLVANIA 16148
TELEPHONE NUMBER, INCLUDING AREA CODE, (412) 981-6000
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) (NAME, ADDRESS, INCLUDING ZIP CODE
AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
---------------
COPIES TO:
MARLON F. STARR RICHARD A. DENMON
SMITH, GAMBRELL & RUSSELL, LLP CARLTON, FIELDS, WARD, EMMANUEL,
3343 Peachtree Road, N.E. SMITH & CUTLER, P.A.
Suite 1800 One Harbour Place
Atlanta, Georgia 30326 777 S. Harbour Island Boulevard
(404) 264-2620 Tampa, Florida 33602-5799
(813) 223-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
Upon the effective date of the merger of Indian Rocks State Bank
with and into a wholly-owned subsidiary of the Registrant.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
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<PAGE> 2
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibit is filed with this Amendment:
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<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
2.1.1 First Amendment, dated August 8, 1997, to Agreement and Plan
of Merger by and among F.N.B. Corporation ("FNB"), Southwest
Banks, Inc. ("Southwest") and Indian Rocks State Bank
("IRSB"), dated May 10, 1997.
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<PAGE> 3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HERMITAGE, COMMONWEALTH
OF PENNSYLVANIA, ON AUGUST 8, 1997.
F.N.B. CORPORATION
By: /s/ Peter Mortensen
------------------------------
Peter Mortensen
Chairman and President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ PETER MORTENSEN CHAIRMAN, PRESIDENT AND DIRECTOR AUGUST 8, 1997
- ------------------------------------- (PRINCIPAL EXECUTIVE OFFICER)
PETER MORTENSEN
* EXECUTIVE VICE PRESIDENT AND AUGUST 8, 1997
- ------------------------------------- DIRECTOR
STEPHEN J. GURGOVITS
/S/ JOHN D. WATERS VICE PRESIDENT AND CHIEF FINANCIAL AUGUST 8, 1997
- ------------------------------------- OFFICER (PRINCIPAL FINANCIAL
JOHN D. WATERS AND ACCOUNTING OFFICER)
DIRECTOR
- -------------------------------------
W. RICHARD BLACKWOOD
* DIRECTOR AUGUST 8, 1997
- -------------------------------------
WILLIAM B. CAMPBELL
* DIRECTOR AUGUST 8, 1997
- -------------------------------------
CHARLES T. CRICKS
* DIRECTOR AUGUST 8, 1997
- -------------------------------------
HENRY M. EKKER, ESQ.
DIRECTOR
- -------------------------------------
THOMAS C. ELLIOTT
* DIRECTOR AUGUST 8, 1997
- -------------------------------------
THOMAS W. HODGE
DIRECTOR
- -------------------------------------
JAMES S. LINDSAY
DIRECTOR
- -------------------------------------
PAUL P. LYNCH
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<S> <C> <C>
* DIRECTOR AUGUST 8, 1997
- -------------------------------------
EDWARD J. MACE
* DIRECTOR August 8, 1997
- -------------------------------------
ROBERT S. MOSS
DIRECTOR
- -------------------------------------
RICHARD C. MYERS
DIRECTOR
- -------------------------------------
JOHN R. PERKINS
DIRECTOR
- -------------------------------------
WILLIAM A. QUINN
* DIRECTOR AUGUST 8, 1997
- -------------------------------------
GEORGE A. SEEDS
* DIRECTOR AUGUST 8, 1997
- -------------------------------------
WILLIAM J. STRIMBU
* DIRECTOR AUGUST 8, 1997
- -------------------------------------
GARY L. TICE
* DIRECTOR AUGUST 8, 1997
- -------------------------------------
ARCHIE O. WALLACE
DIRECTOR
- -------------------------------------
JOSEPH M. WALTON
* DIRECTOR AUGUST 8, 1997
- -------------------------------------
JAMES T. WELLER
* DIRECTOR AUGUST 8, 1997
- -------------------------------------
ERIC J. WERNER, ESQ.
DIRECTOR
- -------------------------------------
R. BENJAMIN WILEY
DIRECTOR
- -------------------------------------
DONNA C. WINNER
*BY: /S/ JOHN D. WATERS
---------------------------------
JOHN D. WATERS, AS
ATTORNEY-IN-FACT
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<PAGE> 1
EXHIBIT 2.1.1
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First
Amendment") is made and entered into as of August 8, 1997, by and among F.N.B.
CORPORATION ("FNB"), a Pennsylvania corporation, SOUTHWEST BANKS, INC.
("Southwest"), a Florida corporation and wholly owned subsidiary of FNB, INDIAN
ROCKS STATE BANK ("IRSB"), a Florida state banking corporation and to be joined
in by SOUTHWEST INTERIM BANK, N.A. ("Interim"), a national bank to be chartered
under the laws of the United States and to become a wholly owned subsidiary of
FNB.
PREAMBLE
The parties hereto entered into an Agreement and Plan of Merger (the
"Merger Agreement") dated as of May 10, 1997 whereby FNB, Southwest and IRSB
agreed to the merger of IRSB with and into Interim. The parties now desire to
amend the Merger Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the above and the mutual covenants
and agreements set forth herein, the parties agree as follows:
1. Conversion of Shares. Section 3.1(d) of the Merger Agreement
is hereby amended by deleting Section 3.1(d) in its entirety and by insertion,
in lieu thereof, of the following:
"(d) If the Designated Price of FNB Common Stock
shall be less than $22.00, then the Exchange Ratio shall be
increased to equal the quotient, rounded to the third decimal
point, obtained by dividing (i) the product of $22.00 and the
Exchange Ratio by (ii) the Designated Price. If the Designated
Price shall be less than $20.00, then FNB may, at any time
during the period commencing on the Determination Date and
ending at the close of business on the day before Closing,
terminate the Agreement pursuant to Section 10.1(k) hereof. If
the Designated Price of FNB Common Stock shall be equal to or
greater than $27.00, then the Exchange Ratio shall decrease to
equal the quotient, rounded to the third decimal point,
obtained by dividing (x) the product of $27.00 and the
Exchange Ratio by (y) the Designated Price; provided, however,
that in no event shall the Exchange Ratio be less than 1.8
shares of FNB Common Stock for each share of IRSB Common
Stock; and provided, further, however, that if a Change in
Control of FNB has occurred, then the Exchange Ratio shall not
decrease and shall be fixed at two (2) shares of FNB Common
Stock for each share of IRSB Common Stock as provided in
Section 3.1(c) of this Agreement."
2. Termination. Section 10.1 of the Merger Agreement is amended
by deleting subparagraph (g) thereof in its entirety.
3. Defined Terms. All terms which are capitalized herein, but
which are not defined herein, shall have the meanings ascribed to them in the
Merger Agreement.
<PAGE> 2
4. Inconsistent Provisions. All provisions of the Merger Agreement
which have not been amended by this First Amendment shall remain in full force
and effect. Notwithstanding the foregoing to the contrary, to the extent that
there is any inconsistency between the provisions of the Merger Agreement and
the provisions of this First Amendment, the provisions of this First Amendment
shall control and be binding.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, each of the parties has caused this First Amendment
to be executed on its behalf as of the date first written above.
F.N.B. CORPORATION
By: /s/ Peter Mortensen
------------------------------------
Name: Peter Mortensen
Title: Chairman of the Board and President
SOUTHWEST BANKS, INC.
By: /s/ C.C. Coghill
------------------------------------
Name: C.C. Coghill
Title: Senior Vice President
INDIAN ROCKS STATE BANK
By: /s/ Robert C. George
------------------------------------
Name: Robert C. George
Title: President
Southwest Interim Bank, N.A. hereby joins in the foregoing Agreement,
undertakes that it will be bound thereby and that it will duly perform all the
acts and things therein referred to or provided to be done by it.
IN WITNESS WHEREOF, Southwest Interim Bank, N.A. has caused this
undertaking to be made in counterparts by its duly authorized officers and its
corporate seal to be hereunto affixed as of this ___ day of ___________, 1997.
SOUTHWEST INTERIM BANK, N.A.
By:
------------------------------------
Name:
Title: President
Attest:
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Secretary
[Corporate Seal]
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