<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1997
REGISTRATION NO. 333-22909
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
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.)
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)
</TABLE>
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COPIES TO:
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<S> <C>
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 West Coast Bancorp, Inc.
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: [ ]
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed with or incorporated by reference in
this Registration Statement:
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<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- --------------------------------------------------------------
<S> <C>
*2 .1 Agreement and Plan of Merger, by and among F.N.B. Corporation
("FNB"), Southwest Banks, Inc. ("Southwest") and West Coast
Bancorp, Inc. ("West Coast"), dated November 15, 1996
(included as Appendix A to the Proxy Statement-Prospectus).
*2 .1.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of
February 28, 1997 (included as Appendix A to the Proxy
Statement-Prospectus).
5 .1 Opinion of Cohen & Grigsby, P.C.
*8 .1 Opinion of Smith, Gambrell & Russell, LLP
*10.1 Stock Option Agreement by and between FNB and West Coast,
dated November 15, 1996 (included as Appendix B to the Proxy
Statement-Prospectus).
*10.1.1 Amendment No. 1 to Stock Option Agreement, dated as of
February 28, 1997 (included as Appendix B to the Proxy
Statement - Prospectus).
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Coopers & Lybrand L.L.P.
*23.3 Consent of S.R. Snodgrass, A.C.
*23.4 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5.1).
*23.5 Consent of Smith, Gambrell & Russell, LLP (included in Exhibit
8.1).
*23.6 Consent of Advest, Inc.
*23.7 Consent of Hill, Barth & King, Inc.
*24.1 Powers of Attorney
*99.1 Form of Proxy for Special Meeting of Shareholders of West
Coast.
*99.2 Opinion of Advest, Inc. (included as Appendix C to the Proxy
Statement-Prospectus).
*99.3 Provisions of Pennsylvania law regarding indemnification of
directors and officers.
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*Previously filed
II-3
<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 MARCH 7, 1997.
F.N.B. CORPORATION
By: *
-----------------------------------
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>
* Chairman, President and Director March 7, 1997
----------------------------- (Principal Executive Officer)
Peter Mortensen
* Executive Vice President and March 7, 1997
----------------------------- Director
Stephen J. Gurgovits
* Vice President and Director March 7, 1997
-----------------------------
Samuel K. Sollenberger
/s/ John D. Waters Vice President and Chief Financial March 7, 1997
----------------------------- Officer (Principal Financial
John D. Waters and Accounting Officer)
* Director March 7, 1997
-----------------------------
W. Richard Blackwood
Director
-----------------------------
William B. Campbell
* Director March 7, 1997
-----------------------------
Charles T. Cricks
* Director March 7, 1997
-----------------------------
Henry M. Ekker, Esq.
* Director March 7, 1997
-----------------------------
Thomas C. Elliott
* Director March 7, 1997
-----------------------------
Thomas W. Hodge
* Director March 7, 1997
-----------------------------
George E. Lowe, D.D.S.
Director
-----------------------------
James S. Lindsay
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<PAGE> 4
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<S> <C> <C>
* Director March 7, 1997
-----------------------------
Paul P. Lynch
Director
-----------------------------
Edward J. Mace
* Director March 7, 1997
-----------------------------
Robert S. Moss
Director
-----------------------------
Richard C. Myers
* Director March 7, 1997
-----------------------------
John R. Perkins
* Director March 7, 1997
-----------------------------
William A. Quinn
* Director March 7, 1997
-----------------------------
George A. Seeds
* Director March 7, 1997
-----------------------------
William J. Strimbu
Director
-----------------------------
Gary L. Tice
* Director March 7, 1997
-----------------------------
Archie O. Wallace
* Director March 7, 1997
-----------------------------
Joseph M. Walton
* Director March 7, 1997
-----------------------------
James T. Weller
* Director March 7, 1997
-----------------------------
Eric J. Werner, Esq.
* Director March 7, 1997
-----------------------------
Donna C. Winner
*By: /s/ John D. Waters
------------------------------------
John D. Waters, as Attorney-in-Fact
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<PAGE> 5
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- --------------------------------------------------------------------------------------------------------
<S> <C>
2.1 Agreement and Plan of Merger, by and among F.N.B. Corporation ("FNB"), Southwest Banks, Inc.
("Southwest") and West Coast Bancorp, Inc. ("West Coast"), dated November 15, 1996 (included as
Appendix A to the Proxy Statement-Prospectus).
2.1.1 Amendment No. 1 to Agreement and Plan of Merger dated as of February 28, 1997 (included as Appendix A
to the Proxy Statement-Prospectus).
*5.1 Opinion of Cohen & Grigsby, P.C.
8.1 Opinion of Smith, Gambrell & Russell, LLP
10.1 Stock Option Agreement by and between FNB and West Coast, dated November 15, 1996 (included as Appendix
B to the Proxy Statement-Prospectus).
10.1.1 Amendment No. 1 to Stock Option Agreement, dated as of February 28, 1997 (included as Appendix B to the
Proxy Statement - Prospectus).
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of S.R. Snodgrass, A.C.
23.4 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5.1).
23.5 Consent of Smith, Gambrell & Russell, LLP (included in Exhibit 8.1).
23.6 Consent of Advest, Inc.
23.7 Consent of Hill, Barth & King, Inc.
24.1 Powers of Attorney
99.1 Form of Proxy for Special Meeting of Shareholders of West Coast.
99.2 Opinion of Advest, Inc. (included as Appendix C to the Proxy Statement-Prospectus).
99.3 Provisions of Pennsylvania law regarding indemnification of directors and officers.
</TABLE>
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* Filed herewith
<PAGE> 1
EXHIBIT 5.1
[COHEN & GRIGSBY, P.C. LETTERHEAD]
March 7, 1997
Board of Directors of
F.N.B. Corporation
Hermitage Square
Hermitage, PA 16148
Gentlemen:
We have been asked as to render this opinion in connection with the
filing by F.N.B. Corporation, a Pennsylvania corporation (the "Company"), of a
Registration Statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission to register shares of the Company's common
stock, par value $2.00 per share (the "Common Stock"), to be issued to the
shareholders of West Coast Bancorp, Inc., a Florida corporation ("West Coast"),
upon consummation of the merger of West Coast with and into Southwest Banks,
Inc., a Florida corporation ("Southwest") (the "Merger") in accordance with the
terms of the Agreement and Plan of Merger (the "Agreement") dated as of
November 15, 1996 among the Company, Southwest and West Coast.
We have not represented the Company in connection with the
negotiation, execution or delivery of the Agreement or the Merger. In rendering
this Opinion, we have made no investigation or inquiry other than review of the
Agreement, the draft Registration Statement, the resolutions adopted by the
Executive Committee of the Board of Directors of the Company on September 23,
1996 with respect to the Merger, the Agreement and the transactions related
thereto and the Company's Articles of Incorporation and Bylaws, as amended. In
all such reviews, we have assumed the genuiness of all signatures on originals
and certified documents and the conformity to original or certified documents
of all copies submitted to us as conformed or photocopies.
Based upon such examination, and subject to compliance with applicable
federal and state securities and "Blue Sky" laws, in our opinion the shares of
Common Stock to be issued to the shareholders of West Coast upon consummation
of the Merger, when issued in accordance with the terms of the Agreement, will
be validly issued, fully-paid and non-assessable shares of Common Stock of the
Company.
<PAGE> 2
COHEN & GRIGSBY, P.C.
Boards of Directors of
F.N.B. Corporation
March 7, 1997
Page 2
We hereby consent to the reference to us in the Prospectus/Proxy
Statement of the Company and West Coast constituting part of the Registration
Statement and to the inclusion of this letter as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Cohen & Grigsby, P.C.
-------------------------
COHEN & GRIGSBY, P.C.
DL:JWE
