<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1998
REGISTRATION STATEMENT NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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)
PENNSYLVANIA 25-1255406
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE F.N.B. BOULEVARD
HERMITAGE, PA 16148
(724) 981-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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PETER MORTENSEN
CHAIRMAN AND PRESIDENT
F.N.B. CORPORATION
ONE F.N.B. BOULEVARD
HERMITAGE, PA 16148
(724) 981-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
CHRISTOPHER J. RAYL, ESQUIRE
COHEN & GRIGSBY, P.C.
2900 CNG TOWER, 625 LIBERTY AVENUE
PITTSBURGH, PENNSYLVANIA 15222
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [X]
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
[CAPTION]
<TABLE>
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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
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<S> <C> <C> <C> <C>
Common Stock $2.00 par value 200,000 $35.25 $7,050,000 $2,080
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
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(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
DIVIDEND REINVESTMENT
AND
DIRECT STOCK PURCHASE PLAN
THIS PROSPECTUS RELATES TO AN AGGREGATE OF 200,000 SHARES OF COMMON STOCK
OF F.N.B. CORPORATION REGISTERED FOR SALE UNDER ITS DIVIDEND REINVESTMENT AND
DIRECT STOCK PURCHASE PLAN. THE COMMON STOCK OF
F.N.B. CORPORATION IS LISTED FOR TRADING ON THE NASDAQ NATIONAL MARKET
UNDER THE SYMBOL "FBAN." IT IS SUGGESTED THAT THIS PROSPECTUS
BE RETAINED FOR FUTURE REFERENCE.
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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.
Prospectus
________ __, 1998
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
F.N.B. Corporation Dividend Reinvestment and Direct Stock Purchase Plan............................................1
F.N.B. Corporation.................................................................................................1
Summary of the Plan................................................................................................2
Administrator of the Plan..........................................................................................3
Enrollment.........................................................................................................3
Investment Options:
Dividend Reinvestment.....................................................................................4
Optional Cash Investment................................................................................. 5
Purchase of Shares Through the Plan................................................................................6
Independent Broker ................................................................................................8
Sale of Shares Held Under the Plan.................................................................................8
Safekeeping of Your Stock Certificates and Book Entry..............................................................9
Gifts or Transfers of Shares.......................................................................................9
Issuance of Certificates..........................................................................................10
Plan Service Fees.................................................................................................11
Tracking Your Investments.........................................................................................11
U.S. Federal Income Tax Information...............................................................................12
Miscellaneous:
Available Information/Incorporation of Documents by Reference............................................12
Stock Splits, Stock Dividends and Other Distributions....................................................13
Voting of Proxies........................................................................................13
Responsibility of Administrator and F.N.B. Corporation...................................................13
Dividends................................................................................................14
Use of Proceeds..........................................................................................14
Legal Matters............................................................................................14
Plan Modification or Termination.........................................................................14
Change of Eligibility; Termination.......................................................................14
Foreign Participation....................................................................................14
Independent Auditors.....................................................................................15
</TABLE>
<PAGE> 4
F.N.B. CORPORATION
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
This prospectus describes the F.N.B. Corporation Dividend Reinvestment and
Direct Stock Purchase Plan (the "Plan"). The Plan was approved by the Board of
Directors of F.N.B. Corporation ("F.N.B." or the "Corporation") on September 22,
1997 and became effective on March __, 1998. The Plan provides a convenient way
for current or prospective shareholders to purchase shares of Common Stock of
F.N.B. without paying a brokerage commission.
You do not have to be a current shareholder of F.N.B. to participate in the
Plan. You can purchase your first shares of F.N.B. Common Stock through the Plan
by making an initial purchase of $1,000 or more. If you participate in F.N.B.'s
Dividend Reinvestment and Voluntary Stock Purchase Plan (the "Existing Plan") on
the effective date of the Plan, you will be automatically enrolled in the Plan.
The Plan will be administered by F.N.B.'s wholly-owned subsidiary, First
National Bank of Naples (see "Administrator of Plan" on Page 4).
F.N.B. CORPORATION
F.N.B. is a company registered under the Bank Holding Company Act of 1956, as
amended. Through its subsidiaries, F.N.B. provides retail, commercial and
corporate banking services, as well as a variety of other financial services.
F.N.B.'s principal executive office is located at One F.N.B. Boulevard,
Hermitage, Pennsylvania 16148, and its telephone number is (724) 981-6000.
F.N.B.'s Common Stock is listed for trading on the Nasdaq National Market under
the symbol "FBAN."
As a bank holding company, the principal source of funds for the payment of
F.N.B. Common Stock dividends are dividends received by F.N.B. from its
subsidiaries. Various federal and state statutes, regulations and guidelines
limit the amount of dividends these subsidiaries may pay to F.N.B. and for that
reason may limit the amount of dividends F.N.B. can pay to the holders of F.N.B.
Common Stock.
F.N.B. provides a more detailed description of its current business, including
an overview of the regulatory environment within which its financial institution
and consumer finance subsidiaries operate, in its annual report on Form 10-K
filed with the Securities and Exchange Commission ("SEC") and incorporated by
reference herein. A copy of F.N.B.'s most recent annual report on Form 10-K or
any of the other documents incorporated by reference herein can be obtained
without charge, by contacting F.N.B. Shareholder Services at (800) 490-3951 or
by written request to: F.N.B. Shareholder Services, P.O. Box 413043, Naples,
Florida 34101-3043. (Also see, "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.")
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAVE DETERMINED IF THIS PROSPECTUS IS ACCURATE OR ADEQUATE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
1
<PAGE> 5
SUMMARY OF THE PLAN
o ENROLLMENT: Persons who are not already F.N.B. shareholders can enroll in the
Plan by making an initial cash investment of $1,000 in the Plan. Current
shareholders can enroll in the Plan by making an initial cash investment of
$1,000 or by enrolling $1,000 worth of F.N.B. stock in the Plan. Current
shareholders enrolled in the Existing Plan are automatically enrolled in the
Plan. Other existing F.N.B. shareholders and new shareholders can enroll by
submitting a completed Enrollment Form. If your shares are held in a brokerage
account, you may participate directly in the Plan by arranging to have some or
all of your shares issued in your own name and then enrolled with the Plan in
your name.
o REINVESTMENT OF DIVIDENDS: After you are enrolled in the Plan, you can
reinvest all or a portion of the cash dividends payable on your shares of F.N.B.
Common and Preferred Stock held in the Plan toward the purchase of additional
shares of F.N.B. Common Stock WITHOUT PAYING ANY BROKERAGE COMMISSIONS.
o OPTIONAL CASH PURCHASES: After you are enrolled in the Plan, you can buy
additional shares of F.N.B. Common Stock without paying any commissions. You can
invest a minimum of $50 at any one time, up to $10,000 in the aggregate per
calendar quarter. You can pay by check or have your payment automatically
withdrawn from your bank account.
o FULL REINVESTMENT: Full reinvestment of your dividends is possible because the
Corporation will credit your account with both whole and fractional shares.
F.N.B. pays dividends on both whole shares and fractional shares.
o SAFEKEEPING OF CERTIFICATES: As a Participant in the Plan, you can deposit
your F.N.B. Common Stock certificates enrolled in the Plan with F.N.B.
Shareholder Services for sakekeeping at no cost to you. A certificate for your
shares will be sent to you, free of charge, upon request at any time.
o GIFTS OR TRANSFERS OF SHARES: You can gift or transfer your F.N.B. shares held
in the Plan to others.
o SELL SHARES CONVENIENTLY: If you choose to have the Plan Administrator arrange
to sell shares of F.N.B. Common Stock held in your Plan account, you may pay
fees lower than those typically charged by brokers.
o TRACKING YOUR INVESTMENT: You will receive a quarterly statement for each
quarter in which your account has activity summarizing year-to-date activity,
including dividend reinvestments, purchases, sales, certificate
withdrawals/transfers, fees and commissions. The statement will consolidate all
shares held by the Plan for you and other accounts registered in your name. All
participants receive an annual statement for each calendar year in which they
participate in the Plan.
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<PAGE> 6
ADMINISTRATOR OF THE PLAN
F.N.B. has designated its wholly-owned subsidiary, First National Bank of Naples
(the "Administrator" or "F.N.B. Shareholder Services"), to administer the Plan
and act as Agent for the Participants. The Administrator will arrange for
purchases and sales to be made and will hold shares for Plan Participants, keep
records, mail statements and perform other duties required by the Plan. However,
the Administrator will not effect any purchases of F.N.B. Common Stock for Plan
Participants; all purchases will be effected by an independent broker appointed
by F.N.B. Shareholder Services which is not affiliated with F.N.B. or the
Administrator (the "Independent Broker"). (See "Purchase of Shares Through the
Plan" on Page 6.)
THE ADMINISTRATOR MAY BE CONTACTED AT THE FOLLOWING ADDRESS AND TELEPHONE
NUMBER:
F.N.B. SHAREHOLDER SERVICES
P.O. BOX 413043
NAPLES, FL 34101-3043
TELEPHONE: 800-490-3951
FAX: 941-435-7658
ENROLLMENT
Any person, whether or not such person currently owns F.N.B. Common Stock,
meeting the requirements outlined below is eligible to participate in the Plan.
(Persons participating in the Plan are referred to in this Prospectus as
"Participants".) If you live outside the United States, you should first
determine if there are any governmental regulations that would prohibit your
participation in the Plan.
- -- IF YOU DO NOT CURRENTLY OWN ANY F.N.B. COMMON STOCK, you can join the
Plan by making an initial investment of at least $1,000, but not more
than $10,000. You can join the Plan by returning a completed Enrollment
Form to F.N.B. Shareholder Services along with your check or money
order payable to F.N.B. Corporation. F.N.B. Shareholder Services will
arrange for the purchase of shares for your account by the Independent
Broker but will not pay interest on amounts held pending investment.
You should allow two weeks for your account to be established and
initial shares to be purchased. (See "Purchase of Shares Through the
Plan" on Page 6 and "Independent Broker" on page 8.)
- -- IF YOU ALREADY OWN F.N.B. COMMON STOCK AND THE SHARES ARE REGISTERED IN
YOUR NAME, you may join the Plan by returning a completed Enrollment
Form to F.N.B. Shareholder Services and either making an initial cash
investment of $1,000 (but not more than $10,000) or enrolling shares of
F.N.B. stock having a market value of $1,000 or more in the Plan. IF
YOU ARE PARTICIPATING IN THE EXISTING PLAN ON THE EFFECTIVE DATE OF THE
PLAN, YOU WILL BE AUTOMATICALLY ENROLLED IN THE PLAN ON SUCH
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<PAGE> 7
DATE AND YOUR EXISTING PLAN ACCOUNT WILL AUTOMATICALLY BE TRANSFERRED
TO THE ADMINISTRATOR AND HELD UNDER THE PLAN. YOU WILL NOT BE REQUIRED
TO SEND IN AN ENROLLMENT FORM OR TAKE ANY OTHER ACTION UNLESS YOU WANT
TO MAKE A CHANGE TO YOUR ACCOUNT.
- -- IF YOU ALREADY OWN F.N.B. STOCK AND SUCH STOCK IS HELD IN A "STREET
NAME" THROUGH A BROKERAGE, BANK OR OTHER INTERMEDIARY ACCOUNT, you may
join the Plan by transferring some or all of your F.N.B. stock to the
Plan. To do so, you must request that your broker arrange to have some
or all of your stock registered in your name and submit an Enrollment
Form to F.N.B. Shareholder Services requesting that such stock be
transferred to the Plan. F.N.B. Shareholder Services, upon receipt of a
properly completed Enrollment Form, will contact the broker holding
your shares of F.N.B. stock and will arrange to transfer those shares
specified by you into the name of F.N.B. Shareholder Services or its
nominee for credit to your account under the Plan. Your participation
in the Plan will commence when the shares of F.N.B. stock are received
by F.N.B. Shareholder Services from the transferring broker.
- -- ELIGIBLE EMPLOYEES OF F.N.B. OR ANY OF ITS AFFILIATES NOT CURRENTLY
ENROLLED IN THE EXISTING PLAN may enroll in the Plan by completing the
Enrollment Form and, if they wish to make purchases through payroll
deduction, by signing a Payroll Deduction Authorization Form and
returning the forms to the Personnel Department of the affiliate with
which they are employed. Participation by employee Participants
electing the payroll deduction option will begin on the first payroll
date after the Personnel Department has received the completed forms.
Employees may also participate without payroll deduction by forwarding
an initial payment of at least $50 along with their Enrollment Form.
INVESTMENT OPTIONS
Once enrolled in the Plan, you will have the following options for acquiring
additional shares of F.N.B. Common Stock through the Plan:
- -- DIVIDEND REINVESTMENT: You may choose to reinvest all or a portion
of the cash dividends paid on your shares toward the purchase of
additional shares of F.N.B. Common Stock. You may change your dividend
reinvestment election at any time by notifying F.N.B. Shareholder
Services (See Enrollment Form). For a particular dividend to be
reinvested, your notification must be received prior to the record date
for that dividend (the record date is normally two (2) weeks prior to
the dividend payment date).
If you elect to reinvest your dividends, you must choose one of the
following when completing the Dividend Reinvestment section of the
Enrollment Form:
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FULL DIVIDEND REINVESTMENT
- --------------------------------------------------------------------------------
Purchase additional shares by reinvesting all of your cash dividends.
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PARTIAL DIVIDEND REINVESTMENT
- --------------------------------------------------------------------------------
If you choose to reinvest less than all of your dividends, you must select one
of the following options identified in the Plan Enrollment Form:
OPTION 1. Receive a cash dividend payment based on the number of full shares you
specify. Reinvest the dividends on all remaining shares. This option allows you
to receive a fixed amount of cash each quarter (assuming that the dividend paid
on the Common Stock by F.N.B. is the same in each quarter).
OPTION 2. Reinvest dividends based on the number of full shares you specify.
Receive a cash dividend payment on all remaining shares. This option allows you
to receive an increasing amount of cash each quarter (again, assuming that the
dividend paid by F.N.B. is the same in each quarter).
See "Miscellaneous -- Future Dividends" for a discussion of certain factors
which may affect future payment of dividends by F.N.B.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DIVIDEND REINVESTMENT
- --------------------------------------------------------------------------------
You may have all of your cash dividends remitted to you by check (via U.S.
Mail).
- --------------------------------------------------------------------------------
- -- OPTIONAL CASH INVESTMENTS: You can make your initial purchase of F.N.B.
shares to enroll in the Plan or purchase additional shares of F.N.B.
Common Stock by using the Plan's optional cash investment feature and
completing the appropriate part of the Enrollment Form. Following your
initial purchase of shares under the Plan, you must invest at least $50
at any one time and cannot invest more than $10,000 in a calendar
quarter. Interest will not be paid on amounts held pending investment.
You may make your optional cash investments by either of the following
two methods:
(1) BY AUTOMATIC WITHDRAWAL FROM YOUR BANK ACCOUNT: If you wish to
make regular purchases, you may authorize an automatic
withdrawal from your bank account by completing the
appropriate part of the Enrollment Form. This feature enables
you to make ongoing investments without writing a check. Funds
may be automatically deducted from your account on a monthly
basis on the 1st day of the month or on a semi-monthly basis
on the 1st and 15th day of each month. If these dates fall on
a bank holiday or weekend, funds will be deducted on the next
business day. Please allow four to six weeks for the first
automatic monthly withdrawal to be initiated. You must notify
F.N.B. Shareholder Services in writing to change or terminate
automatic withdrawal.
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<PAGE> 9
(2) BY CHECK OR MONEY ORDER: You may make optional cash purchases
at any time by sending a check or money order payable to
F.N.B. Corporation. Do not send cash. To facilitate processing
of your purchase order, please use the transaction stub
located on the bottom of your statement. Mail your payment and
transaction stub to the address specified on the statement.
You may not sell or withdraw shares purchased by check for a
period of 14 days from the receipt of the check. A fee will be
assessed and automatically deducted from your account for a
check that is returned or failed ACH debit due to insufficient
funds.
(3) BY PAYROLL DEDUCTION BY ELIGIBLE EMPLOYEES OF F.N.B. OR ITS
AFFILIATES: The minimum contribution amounts described in this
Prospectus under the subheading entitled "Enrollment" (see
Page 3) is not applicable to contributions made by Employee
Participants through payroll deduction. Employees of F.N.B. or
its affiliates may elect to make regular purchases under the
Plan by authorizing an automatic deduction from their
semi-monthly paychecks. The minimum payroll deduction
permitted is $10 per pay period, and payroll deductions may be
authorized in any amount in excess of the $10 minimum
deduction so long as it is a multiple of $5. However, Employee
Participants who elect to make voluntary cash purchases, but
do not elect payroll deduction, are subject to the minimum
contribution amounts applicable to Plan Participants generally
as described in this Prospectus under the subheading entitled
"Enrollment" (see Page 3).
An Employee Participant may increase or decrease the amount of
his or her authorized payroll deduction at any time by
completing and signing the appropriate form and returning it
to the Personnel Department.
PURCHASE OF SHARES THROUGH THE PLAN
- -- PURCHASE INTERVALS: The Independent Broker appointed by F.N.B.
Shareholder Services to effect transactions for Plan Participants will
use initial and optional cash investments to purchase F.N.B. shares as
promptly as practical, but in any event at least once a week (assuming
the market is open for trading). The Independent Broker will arrange to
use reinvested dividends to purchase shares on each dividend payment
date.
- -- SOURCE AND PRICING OF SHARES:
SOURCE OF SHARES: The Independent Broker will acquire shares needed to
effect purchases under the Plan either by purchasing them in the open
market or by purchasing stock issued directly by F.N.B. from authorized
but unissued shares or treasury shares. F.N.B. or F.N.B. Shareholder
Services may instruct the Independent Broker in writing whether shares
to be purchased for the Plan are to be purchased in the open market or
directly from F.N.B. However, neither F.N.B. nor F.N.B. Shareholder
Services may change such instructions more than once in any three-
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<PAGE> 10
month period. In the absence of such an instruction, the Independent
Broker will have sole discretion with regard to the source of shares
for the Plan.
SHARES PURCHASED IN THE MARKET: If the shares are purchased in
the open market, your price per share will be the weighted
average purchase price paid by the Independent Broker for all
shares purchased for Plan Participants in the open market on
the Nasdaq National Market on the day your shares are
purchased. Commissions and other fees incurred by the Plan for
such purchases will be paid by F.N.B. and will be reported to
you as taxable income. All fractional shares will be
calculated to three decimals and will be credited to your
account in book entry form.
SHARES PURCHASED FROM F.N.B.: If the shares are purchased
directly from F.N.B., your price per share for initial and
optional cash purchases will be the average of the closing bid
and ask prices quoted on the Nasdaq National Market on the day
the shares are purchased. For quarterly reinvestment of
dividends, your price per share will be the average of the
closing bid and ask prices quoted on the Nasdaq National
Market on the dividend payment date. If F.N.B. Common Stock
does not trade on the Nasdaq National Market for a substantial
period of time during the pricing period, then the price per
share will be determined by F.N.B. on the basis of such market
quotations as it considers appropriate.
- -- TIMING AND CONTROL: Because all purchases of shares on behalf of the
Plan will be effected by the Independent Broker, and because the
purchase price per share will be determined based on the market value
of F.N.B. stock on the date of purchase, neither F.N.B. Corporation,
F.N.B. Shareholder Services nor any Participant in the Plan has the
authority or power to control either the timing or pricing of shares
purchased. Therefore, you will not be able to precisely time your
purchases through the Plan and you will bear the market risk associated
with fluctuations in the price of F.N.B. Common Stock. You should be
aware that when you send in an initial or optional cash investment, the
market price of F.N.B. Common Stock may move up or down between the
time you send in your order and the time the Independent Broker
purchases stock with your funds. Moreover, because the price charged to
Participants for shares purchased under the Plan is the weighted
average purchase price paid for all shares purchased for the Plan on
the date of purchase (in the case of open market purchases) or the
average of the closing bid and ask prices on the Nasdaq National Market
on the day the shares are actually purchased (in the case of purchases
from F.N.B.), Participants could pay a higher price for shares
purchased under the Plan than for shares purchased on the investment
date outside the Plan.
- -- NO INTEREST PENDING INVESTMENT: No interest is paid on initial or
optional cash investments pending the investment of such amounts in
F.N.B. Common Stock.
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<PAGE> 11
INDEPENDENT BROKER
All purchases of shares for the accounts of Plan Participants will be effected
by an Independent Broker appointed from time to time by F.N.B. Shareholder
Services. F.N.B. or F.N.B. Shareholder Services may instruct the Independent
Broker in writing whether shares to be purchased for the Plan are to be
purchased in the open market or directly from F.N.B. Neither F.N.B. nor F.N.B.
Shareholder Services nor any other affiliate of F.N.B. may exercise any control
over the number of shares to be purchased for the Plan (which will be determined
by the Independent Broker based on the number of shares required to fund
dividend reinvestment for Participants or optional cash purchases by Plan
Participants since the most recent purchase of shares by the Independent
Broker); the price at which such shares are purchased; the timing of purchases
(except for the Plan provisions requiring purchases to occur at least weekly or,
in the case of purchases to fund dividend reinvestment, on each dividend date);
the manner in which shares are purchased; or the selection of any broker or
dealer (other than the Independent Broker) through which purchases may be
effected. Further, F.N.B. may not amend the Plan provisions relating to the
purchase price of shares or the timing of purchases, and neither F.N.B. nor
F.N.B. Shareholder Services may amend its instructions to the Independent Broker
regarding whether shares will be purchased on the open market or from F.N.B.
more than once in any three-month period.
SALE OF SHARES HELD UNDER THE PLAN
You may sell any number of shares held in your Plan account by notifying F.N.B.
Shareholder Services. F.N.B. Shareholder Services will arrange for sales to be
made at least weekly. The sale price for a given Plan Participant will be the
average of the closing bid and ask prices quoted on the Nasdaq National Market
on the day the stock is sold. You will receive the proceeds of the sale less a
sales transaction fee, applicable brokerage commission, and any required tax
withholdings. (See "Plan Service Fees" on Page 11.)
You may choose to have your shares sold through a stockbroker of your choice, in
which case you should request a certificate for your shares from F.N.B.
Shareholder Services. (See "Issuance of Certificates" on Page 10.)
Please note that if your total holdings in the Plan fall below a minimum number
of shares as may be established by F.N.B. Shareholder Services from time to
time, F.N.B. Shareholder Services may in its discretion liquidate the balance of
shares in your Plan account and remit the proceeds to you, less any applicable
fees, and close your Plan account.
TIMING AND CONTROL: Because F.N.B. Shareholder Services will sell the shares on
behalf of the Plan, neither F.N.B. Corporation nor any Participant in the Plan
has the authority or power to control the timing or pricing of shares sold.
Therefore, you will not be able to precisely time your sales through the Plan,
and will bear the market risk associated with fluctuation in the price of
F.N.B.'s Common Stock. In other words, when you send in a request to sell
shares, the market price of F.N.B. Common Stock may go down or up between the
time you send in your order and the time the broker sells your shares.
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<PAGE> 12
SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY
Shares of F.N.B. Common Stock purchased for your account under the Plan will be
maintained in your Plan account for safekeeping in book entry form (see
Enrollment Form). You will receive a quarterly statement detailing the status of
your holdings. For more information, see "Tracking Your Investments" on Page 11.
Any F.N.B. shareholder may use the Plan's "safekeeping" service to deposit their
F.N.B. Common Stock certificates at no cost without being required to reinvest
dividends or to make optional cash purchases. Safekeeping is beneficial because
you greatly reduce the risk and cost associated with the loss, theft, or
destruction of your securities. If your shares are held by the Plan in
safekeeping, you will have the option of receiving cash dividends, reinvesting
your dividends or taking advantage of the sale of shares and gift feature of the
Plan. Certificates for shares held in book entry form under the Plan will be
issued only upon written request to F.N.B. Shareholder Services. (See "Issuance
of Certificates" on Page 11.)
To use the Plan's safekeeping service, send your certificates to F.N.B.
Shareholder Services by registered or certified mail with written instructions
to deposit them in safekeeping. If you use registered or certified mail, your
certificates will be automatically covered by an Administrator blanket bond up
to the first $100,000 of value. DO NOT ENDORSE THE CERTIFICATE OR COMPLETE THE
ASSIGNMENT SECTION. Each Participant bears full risk of loss in the event his or
her certificates are lost prior to sending them to F.N.B. Shareholder Services
or when not mailed via certified or registered mail and whenever lost
certificates represent an amount in excess of $100,000.
GIFTS OR TRANSFERS OF SHARES
YOU CAN GIVE OR TRANSFER F.N.B. SHARES TO ANYONE YOU CHOOSE BY THE FOLLOWING
METHODS:
-- Making an initial $1,000 cash investment to establish an
account in the recipient's name; or
-- Submitting an optional cash investment on behalf of an
existing Participant in the Plan in an amount not less than
$1,000 nor more than $10,000 per calendar quarter; or
-- Transferring shares from your account to the recipient; or
-- Authorizing an automatic withdrawal from your bank account of
a specified amount to be contributed to the recipient's Plan
account.
Plan shares also may be transferred to another person's Plan account subject to
compliance with any applicable laws. To do this, you must have your signature
guaranteed by a financial institution participating in the Medallion Guarantee
Program and return the executed stock assignment to F.N.B. Shareholder Services.
The Medallion Guarantee Program ensures that the individual signing the
certificate is in fact the registered owner as it appears on the stock
9
<PAGE> 13
certificate or stock power. Stock assignments can be obtained from F.N.B.
Shareholder Services. If the person to whom the shares are gifted or transferred
is not a Participant in the Plan, F.N.B. Shareholder Services will automatically
open an account for the person and enroll them in the Plan.
Participants may not pledge or grant a security interest in Plan shares or
transfer Plan shares outside of the Plan unless certificates representing the
shares have been issued by F.N.B. Shareholder Services.
If you need additional assistance, please call F.N.B. Shareholder Services at
800-490-3951.
ISSUANCE OF CERTIFICATES
You can withdraw all or some of the shares from your Plan account by notifying
F.N.B. Shareholder Services. Your withdrawal of shares will take effect upon
receipt of written notice from you by F.N.B. Shareholder Services.
Certificates will be issued for whole shares only. In the event your request
involves withdrawal of a fractional share, a check (less any applicable fees)
for the value of the fractional share as of the date of certification will be
mailed to you. You should receive your certificate within two to three weeks of
receipt of your request.
Certificates will be issued in the name(s) in which the account is registered
unless otherwise instructed. If the certificate is issued in a name other than
the name(s) in which your Plan account is registered, the signature on the
instructions or stock power must be guaranteed by a financial institution
participating in the Medallion Guarantee Program, as described above.
10
<PAGE> 14
PLAN SERVICE FEES
<TABLE>
<S> <C>
ENROLLMENT FEE.............................................................................................. No Charge
PURCHASE OF SHARES...........................................................................................No Charge
SALE OF SHARES (partial or full):
Transaction Fee.................................................................$10.00 per sale transaction
Brokerage Commission........................................................................$0.08 per share
REINVESTMENT OF DIVIDENDS....................................................................................No Charge
OPTIONAL CASH INVESTMENTS VIA CHECK OR AUTOMATIC
INVESTMENT........................................................................................No Charge
GIFT OR TRANSFER OF SHARES...................................................................................No Charge
SAFEKEEPING OF STOCK CERTIFICATES............................................................................No Charge
CERTIFICATE ISSUANCE.........................................................................................No Charge
RETURNED CHECKS AND FAILED ACH DEBITS (DUE TO INSUFFICIENT FUNDS)...............................................$30.00
ORIGINAL STATEMENTS..........................................................................................No Charge
DUPLICATE STATEMENTS
Current year......................................................................................No Charge
Prior calendar year periods.....................................................$10.00 flat fee per request
</TABLE>
The above-described Plan Service Fees are subject to change from time to time by
F.N.B. F.N.B. Shareholder Services will deduct the applicable fees and/or
commissions from either the initial investment or proceeds from a sale.
TRACKING YOUR INVESTMENTS
All Participants in the Plan, regardless of the absence of account activity
during the prior calendar year, will receive an annual account statement.
Participants whose account has some activity (dividend reinvestment, purchase or
sale of shares or enrollment or withdrawal of shares) in any quarter will
receive a quarterly statement generally within forty-five (45) days after the
end of such quarter. If your Plan account has no activity during any calendar
quarterly period, you will not receive a statement until the next calendar
quarter in which your account has activity. The statements will list information
as to all transactions (shares purchased, sold, deposited or transferred in
previous quarters plus applicable purchase and sale prices, fees, commissions,
aggregate shares owned in the Plan, etc.) for your account including
year-to-date and other account information. Additionally, as soon as practicable
following an optional cash purchase, sale of shares, gift, transfer or
withdrawal of shares, the Participant will receive a detailed confirmation of
the transaction.
Since you are responsible for maintaining your own record of the cost basis of
the certificated shares deposited with F.N.B. Shareholder Services, you are
urged to retain your statements to establish the cost basis of shares purchased
under the Plan for income tax and other purposes.
You should notify F.N.B. Shareholder Services promptly of any change in your
name or address since all notices, statements and reports will be mailed to you
at your address of record.
11
<PAGE> 15
U.S. FEDERAL INCOME TAX INFORMATION
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 value of such
shares is measured as of the date when the shares are credited to the
Participant's account. (See "Purchase of Shares Through the Plan" on Page 6.)
The Participant's tax basis of such shares will be equal to the fair market
value of such shares on the date the shares are credited to the Participant's
account.
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 Participant.
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.
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.
OTHER
Participants should consult their own tax advisors for the tax consequences of
account transactions. Certain tax information will be provided to Participants
by the Plan Administrator. In addition, employee Participants holding restricted
shares issued under a benefit plan of the Corporation imposing vesting, holding
period or other restrictions on shares issued under such plan (a "Stock Plan")
should refer to the Prospectus relating to the applicable Stock Plan for a
discussion of the tax consequences of ownership of and transactions with respect
to such shares.
MISCELLANEOUS
AVAILABLE INFORMATION/INCORPORATION OF DOCUMENTS BY REFERENCE
F.N.B. files annual, quarterly and other reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information F.N.B. files at the SEC's public reference rooms in Washington,
D.C., New York, New York, and Chicago, Illinois. Please call the SEC at
800-SEC-0330 for further information on the public reference rooms. F.N.B.'s SEC
filings are also available to the public from commercial documents retrieval
services, at the website maintained by the SEC at "http://www.sec.gov."
The SEC allows F.N.B. to "incorporate by reference" the information it files
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this
12
<PAGE> 16
prospectus, and later information filed with the SEC will update and supersede
this information. The documents listed below and any future filings made with
the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934 until the Plan is terminated comprise the incorporated documents:
(1) F.N.B.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(2) F.N.B.'s Quarterly Report on Form 10-Q for the quarters ended March
31, 1997, June 30, 1997, and September 30, 1997;
(3) F.N.B.'s Current Reports on Form 8-K filed January 24, 1997, March
5, 1997, April 22, 1997, July 22, 1997 and February 13, 1998; and
(4) The description of the Common Stock of F.N.B. set forth in
Pre-Effective Amendment No. 1 to F.N.B.'s registration statement on
Form S-4, No. 333 - 40187, filed December 1, 1997.
Upon request F.N.B. will provide, without charge, a copy of any or all of the
documents incorporated by reference in this document (other than exhibits to the
documents, unless the exhibits are specifically incorporated by reference). Your
requests for copies should be directed to F.N.B. Shareholder Services, P.O. Box
413043, Naples, FL 34101-3043. Telephone: 800-490-3951.
STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS
In the event dividends are paid in F.N.B. Common Stock, or if F.N.B. Common
Stock is distributed in connection with any stock split or similar transaction,
each Plan account will be adjusted to reflect the receipt of the F.N.B.
Common Stock so paid or distributed.
VOTING OF PROXIES
F.N.B. will mail you proxy materials including a proxy card representing both
the shares for which you hold certificates and the shares, full and fractional,
held in your Plan account. The proxy will be voted as indicated by you. If you
do not return the proxy card or if you return it unsigned, your shares will not
be voted.
RESPONSIBILITY OF ADMINISTRATOR AND F.N.B. CORPORATION
Neither F.N.B. Corporation nor F.N.B. Shareholder Services nor any Independent
Broker appointed to effect purchases under the Plan will be liable for any act
or for any omission to act except in case of willful misconduct or gross
negligence. This includes, without limitation, any claims of liability for:
o failure to terminate your account upon your death prior to
receiving written notice of such death; or
o purchases or sales prices reflected in your Plan account or the
dates of purchases or sales of your Plan shares; or
13
<PAGE> 17
o any fluctuation in the market value before or after purchase or
sale of shares.
Neither F.N.B. Corporation nor F.N.B. Shareholder Services can assure you a
profit or protect you against a loss on the shares you purchase under the Plan.
FUTURE DIVIDENDS
The payment of dividends is at the discretion of F.N.B.'s Board of Directors and
will depend upon future earnings, the financial condition of F.N.B. and other
factors. The Board may change the amount and timing of dividends at any time
without notice. As a bank holding company, the principal source of funds for the
payment of F.N.B. Common Stock dividends are dividends received by F.N.B. from
its subsidiaries. Various federal and state statutes, regulations and guidelines
limit the amount of dividends these subsidiaries may pay to F.N.B. and for that
reason may limit the amount of dividends F.N.B. can pay to the holders of F.N.B.
Common Stock.
USE OF PROCEEDS
The proceeds (if any) to the Corporation from the sale of shares of F.N.B.
Common Stock pursuant to the Plan will be used for general corporate purposes,
including investments in and advances to its subsidiaries.
LEGAL MATTERS
The law firm of Cohen & Grigsby, P.C., Pittsburgh, Pennsylvania, rendered an
opinion regarding the validity of the F.N.B. Common Stock covered by this
Prospectus.
PLAN MODIFICATION OR TERMINATION
F.N.B. and/or F.N.B. Shareholder Services reserve the right to change any
administrative procedures of the Plan at any time. F.N.B. also reserves the
right to amend, modify, suspend or terminate the Plan at any time. You will
receive notice of any such suspension, modification or termination.
CHANGE OF ELIGIBILITY; TERMINATION
F.N.B. reserves the right to deny, suspend or terminate participation by a
Participant who is using the Plan for purposes inconsistent with the intended
purpose of the Plan. In such event, F.N.B. Shareholder Services will notify you
in writing and will continue to safekeep your shares but will no longer accept
optional cash investments or reinvest your dividends. F.N.B. Shareholder
Services will issue a certificate to you upon written request.
FOREIGN PARTICIPATION
If you live outside of the U.S., you should first determine if there are any
laws or governmental regulations that would prohibit your participation in the
Plan, including laws or regulations of the country in which you reside. F.N.B.
reserves the right to terminate participation of any Participant if it deems it
advisable under any foreign laws or regulations.
14
<PAGE> 18
INDEPENDENT AUDITORS
The consolidated financial statements of F.N.B. at December 31, 1996 and 1995,
and for each of the three years in the period ended December 31, 1996, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon, included in F.N.B.'s Current Report on Form 8-K dated July 22, 1997,
and incorporated herein by reference, 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 supplemental consolidated financial statements of F.N.B. at December 31,
1996 and 1995, and for each of the three years in the period ended December 31,
1996, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon, included in F.N.B.'s Current Report on Form 8-K dated
February 13, 1998, and incorporated herein by reference, are based in part on
the reports of Hill, Barth & King, Inc., independent auditors who audited
Southwest Banks, Inc., and Coopers & Lybrand L.L.P., independent auditors, who
audited West Coast Bancorp, Inc.
The financial statements referred to above are incorporated herein by reference
in reliance upon such reports given upon the authority of such firms as experts
in accounting and auditing.
15
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following expenses will be incurred in connection with the
issuance and distribution of the securities being registered:
<TABLE>
<S> <C>
Securities and Exchange Commission
Registration Fee $ 2,080.00
Blue Sky fees and expenses $ 0.00
Costs of printing $ 6,000.00
Legal fees and expenses $ 4,000.00
Accounting fees and expenses $ 1,000.00
Miscellaneous expenses $ 1,000.00
TOTAL $14,080.00
</TABLE>
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
II-1
<PAGE> 20
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 against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.
II-2
<PAGE> 21
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:
<TABLE>
<CAPTION>
Exhibit 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.
</TABLE>
II-3
<PAGE> 22
<TABLE>
<S> <C>
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-5).
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
II-4
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 February
19, 1998.
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, John D. Waters and James G. 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,
the 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 and Director February 19, 1998
- --------------------------- (Principal Executive Officer)
Peter Mortensen
/s/ STEPHEN J. GURGOVITS Executive Vice President and Director February 19, 1998
- ---------------------------
Stephen J. Gurgovits
/s/ GARY L. TICE Executive Vice President and Director February 19, 1998
- ---------------------------
Gary L. Tice.
/s/ JOHN D. WATERS Vice President and Chief Financial February 19, 1998
- --------------------------- Officer (Principal Accounting
John D. Waters Officer)
/s/ W. RICHARD BLACKWOOD Director February 19, 1998
- ---------------------------
W. Richard Blackwood
/s/ WILLIAM B. CAMPBELL Director February 19, 1998
- ---------------------------
William B. Campbell
/s/ CHARLES T. CRICKS Director February 19, 1998
- ---------------------------
Charles T. Cricks
/s/ HENRY M. EKKER Director February 19, 1998
- ---------------------------
Henry M. Ekker
</TABLE>
II-5
<PAGE> 24
<TABLE>
<S> <C> <C>
/s/ THOMAS C. ELLIOTT Director February 19, 1998
- ---------------------------
Thomas C. Elliott
/s/ THOMAS W. HODGE Director February 19, 1998
- ---------------------------
Thomas W. Hodge
/s/ JAMES S. LINDSAY Director February 19, 1998
- ---------------------------
James S. Lindsay
/s/ PAUL P. LYNCH Director February 19, 1998
- ---------------------------
Paul P. Lynch
/s/ EDWARD J. MACE Director February 19, 1998
- ---------------------------
Edward J. Mace
/s/ ROBERT S. MOSS Director February 19, 1998
- ---------------------------
Robert S. Moss
/s/ RICHARD C. MYERS Director February 19, 1998
- ---------------------------
Richard C. Myers
/s/ JOHN R. PERKINS Director February 19, 1998
- ---------------------------
John R. Perkins
/s/ WILLIAM A. QUINN Director February 19, 1998
- ---------------------------
William A. Quinn
/s/ GEORGE A. SEEDS Director February 19, 1998
- ---------------------------
George A. Seeds
/s/ WILLIAM J. STRIMBU Director February 19, 1998
- ---------------------------
William J. Strimbu
/s/ ARCHIE O. WALLACE Director February 19, 1998
- ---------------------------
Archie O. Wallace
/s/ JOSEPH M. WALTON Director February 19, 1998
- ---------------------------
Joseph M. Walton
/s/ JAMES T. WELLER Director February 19, 1998
- ---------------------------
James T. Weller
/s/ ERIC J. WERNER Director February 19, 1998
- ---------------------------
Eric J. Werner
/s/ R. BENJAMIN WILEY Director February 19, 1998
- ---------------------------
Benjamin Wiley
/s/ DONNA C. WINNER Director February 19, 1998
- ---------------------------
Donna C. Winner
</TABLE>
II-6
<PAGE> 25
EXHIBIT INDEX
(Pursuant to Item 601(a) of Regulation S-K)
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
4.1 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-5).
</TABLE>
<PAGE> 1
Exhibit 5
OPINION OF COHEN & GRIGSBY, P.C.
February 19, 1998
F.N.B. Corporation
One F.N.B. Boulevard
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 or about February 19, 1998, relating to the issuance and
sale of up to 200,000 shares of common stock, par value $2.00 per share (the
"Common Stock"), of FNB to be issued and sold pursuant to F.N.B.'s Dividend
Reinvestment and Direct Stock Purchase Plan. 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 very truly,
/s/ COHEN & GRIGSBY, P.C.
<PAGE> 1
Exhibit 8
OPINION OF COHEN & GRIGSBY, P.C.
February 19, 1998
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, PA 16148
Gentlemen:
You have requested our opinion concerning the section entitled "U.S.
Federal Income Tax Information", of the Registration Statement (described below)
prepared in connection with the Dividend Reinvestment and Direct 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 1997 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.
<PAGE> 2
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 more defined in the Accord or the Pennsylvania Supplement will have the
same meanings in this Opinion as the meanings as 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 very truly,
/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 and our report dated
February 13, 1998, with respect to the supplemental consolidated financial
statements of F.N.B. Corporation included in its Current Report on Form 8-K
dated February 13, 1998 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
February 13, 1998
<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 and February 13, 1998, 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
"Independent Auditors."
/s/ COOPERS & LYBRAND L.L.P.
Tampa, Florida
February 18, 1998
<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 February 13, 1998 filed with
the Securities and Exchange Commission.
/s/ HILL, BARTH & KING, INC.
Certified Public Accountants
Naples, Florida
February 16, 1998
