<PAGE> 1
As filed with the Securities and Exchange Commission on February 25, 2000
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE F.N.B. BOULEVARD
HERMITAGE, PENNSYLVANIA 16148
(724) 981-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
JOHN D. WATERS
ONE F.N.B. BOULEVARD
HERMITAGE, PENNSYLVANIA 16148
(724) 981-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
MARLON F. STARR, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP
1230 PEACHTREE STREET, N.E., SUITE 3100
ATLANTA, GEORGIA 30309
(404) 815-3753
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
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, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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. [ ]
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE REGISTERED OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 833,595 shares $21.25 $17,713,894 $4,677
$2.00 per share..........
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</TABLE>
(1) The shares of common stock are being registered hereby for the account of
certain shareholders of F.N.B. Corporation. No other shares of common
stock are being registered pursuant to this offering. Pursuant to Rule
416, this registration statement also covers such indeterminate number of
additional shares of common stock as may be issued because of future
stock dividends, stock distributions, stock splits, or similar capital
readjustments.
(2) Estimated solely for the purpose of calculating the filing fee pursuant
to Rule 457(c) under the Securities Act of 1933.
-------------------------
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 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
SUBJECT TO COMPLETION, DATED FEBRUARY 25, 2000
PROSPECTUS
833,595 SHARES
F.N.B. CORPORATION
COMMON STOCK
This is a resale of F.N.B. Corporation common stock by certain of our
shareholders. The shares offered by this prospectus include shares issued as
consideration by FNB in the acquisitions of Roger Bouchard Insurance, Inc.
and L. J. Kuder, Inc., and are offered by the former shareholders of those
companies. In addition, certain persons who own warrants to purchase FNB
common stock are offering for sale the shares to be issued to such persons
upon the exercise of those warrants.
The common stock is traded on the Nasdaq National Market under the symbol
"FBAN." On February 23, 2000, the last reported sale price for the common stock,
as reported on the Nasdaq National Market, was $21.25 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.
PRICE TO THE PUBLIC: The selling shareholders may sell the common stock
in one or more transactions through brokers in the over-the-counter market, in
private transactions, or otherwise, at current market prices. Accordingly, sales
prices will depend upon price fluctuations and the manner of sale.
PROCEEDS TO SHAREHOLDERS: Proceeds to the selling shareholders will
depend upon price fluctuations and the manner of sale.
PROCEEDS TO FNB: FNB will not receive any of the cash proceeds from the
sale of shares of common stock.
UNDERWRITING DISCOUNT: The selling shareholders may effect such
transactions by selling to or through one or more broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
brokerage commissions or similar fees in amounts which may vary from transaction
to transaction. Such brokerage commissions and charges and the legal fees, if
any, will be paid by the selling shareholders. FNB will bear all other expenses
in connection with registering the shares being offered, which expenses are
estimated to total approximately $35,000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
YOU SHOULD NOTE THAT THESE SECURITIES ARE NOT BANK ACCOUNTS AND ARE NOT
FEDERALLY INSURED BY THE FDIC OR ANY OTHER STATE OR FEDERAL AGENCY.
----------------
The date of this prospectus is February __, 2000
<PAGE> 3
AVAILABLE INFORMATION
FNB is subject to informational requirements of the Securities Exchange
Act of 1934. In accordance with the 1934 Act, FNB files reports and other
information with the Securities and Exchange Commission. Such reports and other
information can be inspected and copied at the Public Reference Room maintained
by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the Securities and Exchange Commission at 1-(800)-SEC-0330 for further
information on the Public Reference Room. FNB's Securities and Exchange
Commission filings are also available to the public at the Securities and
Exchange Commission's Internet site at http://www.sec.gov.
FNB has filed a registration statement on Form S-3 under the Securities
Act of 1933, as amended, with respect to the common stock being offered. This
prospectus does not contain all the information set forth in the registration
statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Statements contained in this prospectus
concerning the provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:
1. FNB's Annual Report on Form 10-K for the year ended December
31, 1998;
2. FNB's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;
3. FNB's Quarterly Report on Form 10-Q for the quarter ended June
30, 1999;
4. FNB's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999; and
5. FNB's Current Report on Form 8-K dated July 2, 1999.
All documents filed by FNB pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
into this prospectus. Any information incorporated by reference shall be
modified or superseded by any information contained in this prospectus or in any
other document filed later with the Commission which modifies or supersedes such
information. Any information that is modified or superseded shall become a part
of this prospectus as the information has been so modified or superseded.
We will provide without charge to each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the information that has been incorporated by reference in this prospectus
(excluding exhibits unless such exhibits are specifically incorporated by
reference into such documents). Please direct such requests to Investor
Relations Department, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage,
Pennsylvania 16148, telephone number (724) 981-6000.
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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended. Forward-looking
statements include the information concerning possible or assumed future results
of operations of FNB and it subsidiaries. Also, when we use words such as
"believes," "expects," "anticipates" or similar expressions, we are making
forward-looking statements. Prospective investors should note that many factors,
some of which are discussed elsewhere in this document and in the exhibits,
could affect the future financial results of FNB and its subsidiaries and could
cause the results to differ materially from those expressed in our
forward-looking statements contained in this document or the exhibits. These
factors include the following:
- Operating, legal and regulatory risks;
- Economic, political and competitive forces affecting our
financial services businesses; and
- The risk that our analyses of these risks and forces could be
incorrect and/or that the strategies developed to address them
could be unsuccessful.
The accompanying information contained in this prospectus, as well as in FNB's
1934 Act filings, identifies important additional factors that could adversely
affect actual results and performance. Prospective investors are urged to
carefully consider such factors.
All forward-looking statements attributable to FNB are expressly
qualified in their entirety by the foregoing cautionary statements.
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<PAGE> 5
RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully consider the risks below and other information in this
prospectus before deciding to invest in our common stock.
OUR STATUS AS A HOLDING COMPANY MAKES US DEPENDENT ON DIVIDENDS FROM OUR
SUBSIDIARIES TO MEET OUR OBLIGATIONS.
We are a holding company and conduct almost all of our operations
through our subsidiaries. We do not have any significant assets other than the
stock of our subsidiaries. Accordingly, we depend on the cash flows of our
subsidiaries to meet our obligations. Our right to participate in any
distribution of earnings or assets of our subsidiaries is subject to the prior
claims of creditors of such subsidiaries. Under federal and state law, our bank
subsidiaries are limited in the amount of dividends they can pay to us without
prior regulatory approval. Also, bank regulators have the authority to prohibit
our subsidiary banks from paying dividends if they think the payment would be an
unsafe and unsound banking practice.
INTEREST RATE VOLATILITY COULD SIGNIFICANTLY HARM OUR BUSINESS.
Our results of operations are materially affected by the monetary and
fiscal policies of the federal government and the regulatory policies of
governmental authorities. Our profitability is dependent to a large extent on
our net interest income, which is the difference between our income on
interest-earning assets, such as loans, and our expense on interest-bearing
liabilities, such as deposits. A change in market interest rates will adversely
affect our earnings if market interest rates change such that the interest we
pay on interest-bearing liabilities increases faster than the interest we earn
on loans and investments. Consequently, we are particularly sensitive to
interest rate fluctuations.
OUR RESULTS OF OPERATIONS ARE SIGNIFICANTLY AFFECTED BY THE ABILITY OF OUR
BORROWERS TO REPAY THEIR LOANS.
Lending money is an essential part of the banking business. However,
borrowers do not always repay their loans. The risk of non-payment is affected
by:
- credit risks of a particular borrower;
- changes in economic and industry conditions;
- the duration of the loan; and
- in the case of a collateralized loan, uncertainties as to the
future value of the collateral.
Generally, commercial/industrial, construction and commercial real estate loans
present a greater risk of non-payment by a borrower than other types of loans.
Our focus on making these types of loans will make us more susceptible to the
risk of non-payment than other banking companies with a more diversified loan
portfolio.
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OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS WOULD BE ADVERSELY AFFECTED IF
OUR ALLOWANCE FOR LOAN LOSSES IS NOT SUFFICIENT TO ABSORB ACTUAL LOSSES.
There is no precise method of predicting loan losses. We can give no
assurance that our allowance for loan losses is or will be sufficient to absorb
actual loan losses. Excess loan losses could have a material adverse effect on
our financial condition and results of operations. We attempt to maintain an
appropriate allowance for loan losses to provide for potential losses in our
loan portfolio. We periodically determine the amount of the allowance for loan
losses based upon consideration of several factors, including:
- an ongoing review of the quality, mix and size of the overall
loan portfolio;
- historical loan loss experience;
- evaluation of non-performing loans;
- assessment of current economic conditions and their effects on
the existing portfolio; and
- the amount and quality of collateral, including guarantees,
securing loans.
OUR FINANCIAL CONDITION MAY BE ADVERSELY AFFECTED BY OUR INABILITY TO ATTRACT
SUFFICIENT DEPOSITS TO FUND OUR ANTICIPATED LOAN GROWTH.
We need to attract significant levels of deposits to fund our loan
growth. Our ability to attract and maintain such deposit levels will depend on
our ability to attract new deposit customers. To the extent that funds generated
by our deposit customers are insufficient to fund our loan growth, we may raise
additional funds through public or private financings. We can give no assurance
that we would be able to obtain these funds on terms that are favorable to us.
WE COULD EXPERIENCE SIGNIFICANT DIFFICULTIES AND COMPLICATIONS IN CONNECTION
WITH OUR GROWTH.
We have grown significantly over the last few years and may seek to
continue to grow by acquiring financial institutions and branches as well as non
depository entities engaged in permissible activities for our financial
institution subsidiaries. However, the market for acquisitions is highly
competitive. We may not be as successful in the future as we have been in the
past in identifying financial institution and branch acquisition candidates,
integrating acquired institutions or preventing deposit erosion at acquired
institutions or branches.
We may encounter unforeseen expenses, as well as difficulties and
complications in integrating expanded operations and new employees without
disruption to overall operations. In addition, rapid growth may adversely affect
our operating results because of many factors, including start-up costs,
diversion of management time and resources, asset quality and required operating
adjustments. We may not successfully integrate or achieve the anticipated
benefits of our growth.
WE COULD BE ADVERSELY AFFECTED BY CHANGES IN THE LAW, ESPECIALLY CHANGES
DEREGULATING THE BANKING INDUSTRY.
We (and our subsidiaries) operate in a highly regulated environment and
are subject to supervision and regulation by several governmental regulatory
agencies, including the Federal Reserve Board, the Office of the Comptroller of
the Currency, the FDIC and the Pennsylvania Department of Banking. Regulations
are generally intended to provide protection for depositors and customers rather
than for the benefit of investors. We are subject to changes in federal and
state law, regulations,
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<PAGE> 7
governmental policies, income tax laws and accounting principles. Deregulation
could adversely affect the banking industry as a whole and may limit our growth
and the return to investors by restricting such activities as:
- the payment of dividends;
- mergers with or acquisitions by other institutions;
- investments;
- loans and interest rates;
- providing securities, insurance or trust services; and
- the types of non-deposit activities that our financial
institution subsidiaries may engage in.
In addition, legislation may change present capital requirements, which
would restrict our activities and require us to maintain additional capital. We
cannot predict what changes, if any, federal and state agencies will make to
existing federal and state legislation and regulations or the effect that such
changes may have on our business.
OUR RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED DUE TO SIGNIFICANT
COMPETITION.
We may not be able to compete effectively in our markets, which could
adversely affect our results of operations. The banking and financial service
industry in each of our market areas is highly competitive. The increasingly
competitive environment is a result of:
- changes in regulation;
- changes in technology and product delivery systems; and
- the accelerated pace of consolidation among financial services
providers.
We compete for loans, deposits and customers with various bank and
non-bank financial service providers, many of which are larger in terms of total
assets and capitalization, have greater access to capital markets and offer a
broader array of financial services than do we. Competition with such
institutions may cause us to increase our deposit rates or decrease our interest
rate spread on loans we originate.
YEAR 2000 DATA PROCESSING PROBLEMS COULD INTERRUPT AND HURT OUR OPERATIONS.
During 1999, management completed the process of preparing for the Year
2000 date change. This process involved identifying and remediating problems in
computer systems, software and other operating equipment, working with third
parties to address their Year 2000 issues, and developing contingency plans to
address potential risks in the event of Year 2000 failures. To date, neither FNB
nor any of its subsidiaries has experienced any problems related to the Year
2000 issue.
Although considered unlikely, unanticipated problems in FNB's core
business processes, including problems associated with non-compliant third
parties and disruptions to the economy in general could still occur despite
efforts to date to remediate affected systems and develop contingency plans.
Management will continue to monitor all business processes, including
interaction with FNB's customers, vendors and other third parties, throughout
2000 to address any issues and ensure all processes continue to function
properly. In the event that our customers, vendors and other third parties
suffer adverse effects as a result of the Year 2000 issue, their ability to
meet their obligations to us may be adversely affected, which, in turn, could
adversely affect our operations.
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<PAGE> 8
THE COMPANY
GENERAL
F.N.B. Corporation is a bank holding company organized under the laws
of the Commonwealth of Pennsylvania and headquartered in Hermitage,
Pennsylvania. FNB provides a broad range of financial services to its customers
through its bank and consumer finance subsidiaries in Pennsylvania, southwestern
Florida, eastern Ohio, southwestern New York, Tennessee and Kentucky. FNB's main
office is located at One F.N.B. Boulevard, Hermitage, Pennsylvania 16148 and its
telephone number is (724) 981-6000. Shares of FNB are traded on the Nasdaq Stock
Market under the symbol "FBAN."
FNB was formed in 1974 as the holding company of First National Bank of
Pennsylvania, which at that time was FNB's sole subsidiary. Since its formation,
FNB has acquired and currently operates eight other bank subsidiaries and one
consumer finance company in Pennsylvania, southwestern Florida, eastern Ohio,
southwestern New York, northern and central Tennessee and southwest Kentucky. At
December 31, 1999, FNB had approximately $3.7 billion in consolidated assets,
approximately $2.9 billion in deposits and 131 offices. For the year ended
December 31, 1999, FNB reported net income of $39.3 million, or $1.80 per share.
FNB, through its subsidiaries, provides a full range of financial
services, principally to consumers and small- to medium-sized businesses in its
market areas. FNB's business strategy has been to focus primarily on providing
quality, community-based financial services adapted to the needs of each of the
markets it serves. FNB has emphasized its community orientation by generally
preserving the names and local boards of directors of its subsidiaries, by
allowing its subsidiaries autonomy in decision-making and thus enabling them to
respond to customer requests more quickly, and by concentrating on transactions
within its market areas. However, while FNB has sought to preserve the
identities and autonomy of its subsidiaries, it has established centralized
credit analysis, loan review, investment, audit and data processing functions.
The centralization of these processes has enabled FNB to maintain consistent
quality of these functions and to achieve certain economies of scale.
FNB's lending philosophy is to minimize credit losses by following
uniform credit approval standards (which include independent analysis of
realizable collateral value), diversifying its loan portfolio, maintaining a
relatively modest average loan size and conducting ongoing review and management
of the loan portfolio. FNB is an active residential mortgage lender, and its
commercial loans are generally to established local businesses. FNB does not
have a significant amount of construction loans, and has no highly leveraged
transaction loans or loans to foreign countries.
No material portion of the deposits of FNB's bank subsidiaries has been
obtained from a single or small group of customers, and the loss of any
customer's deposits or a small group of customers' deposits would not have a
material adverse effect on the business of FNB.
FNB has four other operating subsidiaries, Penn-Ohio Life Insurance
Company ("Penn-Ohio"), Mortgage Service Corporation, F.N.B. Building Corporation
and F.N.B. Investment Corporation. Penn-Ohio underwrites, as a reinsurer,
credit life and accident and health insurance sold by FNB's subsidiaries. These
activities are incidental to FNB's banking business. Mortgage Service
Corporation services mortgage loans for unaffiliated financial institutions and
F.N.B. Building Corporation owns real estate that is leased to certain of its
affiliates. F.N.B. Investment Corporation holds equity securities and other
miscellaneous assets on behalf of FNB.
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<PAGE> 9
On August 20, 1999, FNB completed the acquisition of Gelvin, Jackson &
Starr , Inc., a licensed insurance agency headquartered in Meadville,
Pennsylvania. In connection with the acquisition of GJS, FNB issued 163,496
shares to the former shareholders of GJS in exchange for all of the outstanding
shares of GJS common and preferred stock. The FNB board believes that the
acquisition of GJS has provided FNB with a strategic entry into the insurance
agency business. On December 7, 1999, FNB completed the acquisition of Roger
Bouchard Insurance, Inc., a licensed insurance agency headquartered in
Clearwater, Florida, through its wholly-owned subsidiary, First National Bank of
Florida. In connection with the acquisition of Bouchard, FNB issued
approximately 649,056 shares of FNB Common Stock to the former shareholders of
Bouchard in exchange for all of the outstanding shares of Bouchard common stock.
These shares are a portion of the shares being offered for sale pursuant to this
prospectus. The FNB board believes that the recent acquisition of Bouchard will
complement and support FNB's entry into the insurance agency business and will
provide FNB with an opportunity to expand its insurance agency business in the
Florida market.
On February 18, 2000, FNB completed the acquisition of L.J. Kuder,
Inc., a licensed insurance agency located in Greenville, Pennsylvania. In
connection with the acquisition of L.J. Kuder, Inc., FNB issued approximately
35,965 shares, which shares are being offered for sale pursuant to this
prospectus.
As of December 31, 1999, FNB and its subsidiaries had approximately
1,737 full-time equivalent employees.
As part of its operations, FNB regularly evaluates the potential
acquisition of, and holds discussions with, various financial institutions and
other businesses of a type eligible for bank holding company investment. In
addition, FNB regularly analyzes the values of, and submits bids for, the
acquisition of customer-based funds and other liabilities and assets of such
financial institutions and other businesses. As a general rule, FNB publicly
announces such material acquisitions when a definitive agreement has been
reached.
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<PAGE> 10
SELLING SHAREHOLDERS
Except as otherwise indicated, the following table sets forth certain
information regarding the beneficial ownership of our common stock as of
February 21, 2000 by the shareholders of the Company who are offering securities
pursuant to this prospectus. Beneficial ownership includes shares for which an
individual, directly or indirectly, has or shares, voting or investment power or
both. All of the listed persons have sole voting and investment power over the
shares listed opposite their names unless otherwise indicated in the notes
below. The numbers in the table include fractional share interests which have
been rounded to the nearest whole share.
<TABLE>
<CAPTION>
BEFORE THE OFFERING AFTER THE OFFERING (2)
----------------------------- ---------------------------------------
NUMBER SECURITIES TO NUMBER
NAME OF BENEFICIAL BENEFICIALLY PERCENT BE SOLD BENEFICIALLY PERCENT
OWNER OWNED (1) OF CLASS IN OFFERING OWNED OF CLASS
- ------------------ ------------ -------- ------------- ------------ --------
<S> <C> <C> <C> <C> <C>
Shares issued in acquisition of
Roger Bouchard Insurance, Inc.
Richard E. Bouchard .......................... 190,134 * 190,134 0 0
Tim A. Bouchard .............................. 190,134 * 190,134 0 0
John R. Bouchard ............................. 190,134 * 190,134 0 0
Michael D. Hamby ............................. 30,154 * 30,154 0 0
Marie B. McClung ............................. 25,133 * 25,133 0 0
Delores B. Moore ............................. 18,846 * 18,846 0 0
Roger O. Bouchard, Jr ........................ 1,508 * 1,508 0 0
Ralph A. Bouchard ............................ 1,508 * 1,508 0 0
Terry Boekenoogen ............................ 1,508 * 1,508 0 0
Shares issued in acquisition of L.J. Kuder, Inc.
L.J. Kuder ................................... 34,111 * 34,111 0 0
William Fisher ............................... 1,854 * 1,854 0 0
To be sold upon exercise of Southwest Banks
Warrants (a)
James S. Lindsay ............................. 45,765(3) * 503 45,262 *
Dor-J's c/o James S. Lindsay ................ 73,582 * 10,061 63,521 *
Donald W. Major .............................. 41,079(4) * 4,276 36,803 *
Mr. & Mrs. Richard C. Myers .................. 80,926(5) * 11,067 69,859 *
Joseph R. Pelletier .......................... 20,713(6) * 5,031 15,682 *
James R. Rehak ............................... 22,732(7) * 4,663 18,069 *
Larry A. Wynn ................................ 3,773(8) * 3,773 0 *
The Wynn Family Partnership .................. 43,551 * 6,791 36,760 *
Larry A. Wynn as Custodian for Jessica N. Wynn 1,333 * 252 1,081 *
Larry A. Wynn as Custodian for Angela Wynn ... 1,333 * 252 1,081 *
Richard L. Jaeger ............................ 6,823(9) * 3,775 3,048 *
Edward J. Mace ............................... 97,378(10) * 1,509 95,869 *
Michelle D. Mace ............................. 1,509 * 1,509 0 *
Peter Mortensen .............................. 180,243(11) * 1,761 178,482 *
Arlene M. Nichols ............................ 8,266(12) * 7,546 720 *
Anita M. Pittman & Brown Brothers
Harriman Trust Co. of Florida ............. 77,470 * 11,067 66,403 *
Michael E. Watkins ........................... 5,021(13) * 628 4,393 *
</TABLE>
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<PAGE> 11
<TABLE>
<CAPTION>
BEFORE THE OFFERING AFTER THE OFFERING (2)
----------------------------- ---------------------------------------
NUMBER SECURITIES TO NUMBER
NAME OF BENEFICIAL BENEFICIALLY PERCENT BE SOLD BENEFICIALLY PERCENT
OWNER OWNED (1) OF CLASS IN OFFERING OWNED OF CLASS
- ------------------ ------------ -------- ------------- ------------ --------
<S> <C> <C> <C> <C> <C>
The Watkins Family Trust ..................... 5,104 * 840 4,264 *
The William E. Barnett Trust ................. 6,219 * 6,219 0 0
The Robert I. Beckler Trust .................. 9,432 * 9,432 0 0
Dr. and Mrs. Nicholas P. Klokochar ........... 5,534 * 5,534 0 0
To be sold upon exercise of West Coast Bancorp
warrants (b)
Patricia A. Hazlett .......................... 725(14) * 500 225 *
Angela M. Geml ............................... 572 * 525 47 *
Robert C. Adamski u/t/d 10/3/85 .............. 10,212 * 10,212 0 0
Joseph G. Howard ............................. 20,719(15) * 10,212 10,507 *
The James B. McMenamy and Terry N ............
McMenamy Revocable Trust ................. 10,212 * 10,212 0 0
The H. Frank Simonds, Jr. Revocable Trust .... 10,316 * 10,212 104 *
Jeffrey C. Ledward ........................... 11,007(16) * 10,212 795 *
------- ------- -------
Total ........................................ 1,486,573 7.1% 833,595 652,975 3.1%
</TABLE>
- ------------------
* Less than 1% of outstanding shares.
(a) On January 21, 1997, FNB acquired Southwest Banks, Inc. Prior
to its acquisition, Southwest Banks had outstanding warrants
to purchase Southwest Banks, Inc. common stock. These warrants
had been issued to certain individuals in consideration of
their efforts in organizing Southwest Banks. In connection
with the acquisition of Southwest Banks, the warrants were
converted into the right to purchase shares of FNB Common
Stock. These warrants are exercisable at a price of $5.93 per
share and expire on June 19, 2001. As of the date of this
prospectus, an aggregate of 15,865 of the warrants have been
exercised and 80,625 remain outstanding held by the 21 persons
listed in the table. This prospectus relates solely to the
resale of shares underlying the warrants and does not cover
any other shares owned by such person.
(b) On April 18, 1997, FNB acquired West Coast Bancorp, Inc. Prior
to its acquisition, West Coast Bancorp had outstanding certain
warrants to purchase West Coast Bancorp Inc. common stock.
These warrants were issued to certain individuals in
consideration of their efforts in organizing West Coast
Bancorp. In connection with the acquisition of West Coast
Bancorp, the warrants were converted into the right to
purchase shares of FNB Common Stock. These warrants are
exercisable at a price of $9.91 per share and expire on
December 17, 2003. As of the date of this prospectus, an
aggregate of 31,136 of the warrants have been exercised and
20,949 remain outstanding held by the seven persons listed in
the table. This prospectus relates solely to the resale of
shares underlying the warrants and does not cover any other
shares owned by such person.
(1) Assuming the exercise of 100% of warrants held.
(2) Assuming all shares are sold.
(3) Includes 11,480 shares owned by Mr. Lindsay as custodian for
his children and 1,214 shares held by Mr. Lindsay as trustee
for his mother. Mr. Lindsay serves as a director of FNB and
First National Bank of Naples.
(4) Mr. Major serves as a director of First National Bank of
Naples.
(5) Includes 2,175 shares owned by Mr. Myers as trustee for his
two sons and 6,523 shares owned by Mr. Myers as trustee for
his six grandchildren. Mr. Myers serves as a director of FNB
and First National Bank of Naples.
(6) Mr. Pelletier serves as a director of First National Bank of
Naples.
(7) Includes 20,888 shares owned jointly with Mr. Rehak's spouse
and 67 shares owned by Mr. Rehak's spouse. Mr. Rehak serves as
a director of First National Bank of Naples.
(8) Mr. Wynn serves as a director of First National Bank of
Naples.
(9) Includes 993 shares owned by Mr. Jaeger's spouse, 856 shares
owned by Mr. Jaeger's children, and 206 shares owned by Mr.
Jaeger as trustee for his childrens' trust. Mr. Jaeger serves
as a director of First National Bank of Naples.
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<PAGE> 12
(10) Includes 395 shares owned by Mr. Mace as custodian for Mr. Mace's
children 5,251 shares held by Mr. Mace as trustee for certain
unrelated beneficiaries; 22,191 shares held by the Ribek Corporation
Defined Contribution Pension Trust of which Mr. Mace is a Trustee;
and 54,886 shares owned by Ribek Corporation of which Mr. Mace is
Chief Operating Officer. Mr. Mace serves as a director of FNB and
First National Bank of Naples.
(11) Mr. Mortensen serves as Chairman of the Board and Chief Executive
Officer of FNB as well as a director of First National Bank of
Pennsylvania, Metropolitan National Bank and First National Bank of
Naples. Includes 77,462 shares owned by Mr. Mortensen as general
partner of a family partnership. Does not include shares awarded as
an employer matching contribution as a part of the Corporation's
401(k) plan.
(12) Includes 720 shares owned by Ms. Nichols' spouse.
(13) Mr. Watkins serves as a director of First National Bank of Naples.
(14) Includes 210 shares owned jointly with Ms. Hazlett's spouse.
(15) Includes 9,707 shares owned jointly with Mr. Howard's spouse and 800
shares owned by Mr. Howard as custodian for his children. Mr. Howard
serves as a director of Cape Coral National Bank.
(16) Mr. Ledward serves as a director of First National Bank of Ft.
Meyers.
USE OF PROCEEDS
FNB will not receive any of the cash proceeds from the sale of shares
of our common stock by the selling shareholders. FNB will, however, receive
aggregate proceeds of approximately $1,088,333 upon the exercise of the warrants
described under "Selling Shareholders."
DESCRIPTION OF FNB CAPITAL STOCK
FNB COMMON STOCK
GENERAL. FNB is authorized to issue 100,000,000 shares of Common Stock,
of which 20,884,588 shares were outstanding as of December 31, 1999. FNB Common
Stock is traded on the Nasdaq National Market under the trading symbol "FBAN."
FNB provides transfer agent and registrar services for FNB Common Stock.
As of December 31, 1999, 2,270,716 shares of FNB Common Stock were
reserved for issuance under various employee benefit plans, and the voluntary
dividend reinvestment plan of FNB. After taking into account the shares reserved
as described above, the number of authorized shares of FNB Common Stock
available for other corporate purposes as of December 31, 1999 was 76,844,696.
Since that date, 685,021 additional shares have been reserved for issuance in
connection with the purchase of Bouchard and L.J. Kuder, Inc.
VOTING AND OTHER RIGHTS. The holders of FNB Common Stock are entitled
to one vote per share, and, in general, a majority of votes cast with respect to
a matter is sufficient to authorize action upon routine matters. Directors are
elected by a plurality of the votes cast, and each shareholder entitled to vote
in such election is entitled to vote each share of stock for as many persons as
there are directors to be elected. In elections for directors, shareholders do
not have the right to cumulate their votes. The FNB Series A Preferred Stock (as
defined herein) votes as a class with the FNB Common Stock. See "-- FNB
Preferred Stock."
In the event of liquidation, holders of FNB Common Stock would be
entitled to receive pro rata any assets legally available for distribution to
shareholders with respect to shares held by them, subject to any prior rights of
any FNB Preferred Stock (as defined and described below) then outstanding.
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<PAGE> 13
FNB Common Stock does not have any preemptive rights, redemption
privileges, sinking fund privileges or conversion rights.
DISTRIBUTIONS. The holders of FNB Common Stock are entitled to receive
such dividends or distributions as the FNB Board may declare out of funds
legally available for such payments. The payment of distributions by FNB is
subject to the restrictions of Pennsylvania law applicable to the declaration of
distributions by a business corporation. Under Pennsylvania law, a corporation
generally may not authorize and make distributions if, after giving effect
thereto, it would be unable to meet its debts as they become due in the usual
course of business or if the corporation's total assets would be less than the
sum of its total liabilities plus the amount that would be needed, if it were to
be dissolved at the time of distribution, to satisfy claims upon dissolution of
shareholders who have preferential rights superior to the rights of the holders
of its common stock. In addition, the payment of distributions to shareholders
is subject to any prior rights of outstanding FNB Preferred Stock. Share
dividends, if any are declared, may be paid from authorized but unissued shares.
The ability of FNB to pay distributions is affected by the ability of
its subsidiaries to pay dividends. The ability of FNB's subsidiaries, as well as
of FNB, to pay dividends in the future is influenced, among other things, by
bank regulatory requirements and capital guidelines.
FNB PREFERRED STOCK
GENERAL. FNB has authorized 20,000,000 shares of preferred stock,
$10.00 par value (the "FNB Preferred Stock"). The FNB Board has the authority to
issue FNB Preferred Stock in one or more series and to fix the dividend rights,
dividend rate, liquidation preference, conversion rights, voting rights, rights
and terms of redemption (including sinking fund provisions), and the number of
shares constituting any such series, without any further action by the
shareholders unless such action is required by applicable rules or regulations
or by the terms of other outstanding series of FNB Preferred Stock. Any shares
of FNB Preferred Stock which may be issued may rank prior to shares of FNB
Common Stock as to payment of dividends and upon liquidation. FNB had 19,848
shares of FNB Series A Preferred Stock (the "FNB Series A Preferred Stock")
issued and outstanding as of December 31, 1999 and 187,611 shares of FNB Series
B 7 1/2% Cumulative Convertible Preferred Stock (the "FNB Series B Preferred
Stock") issued and outstanding as of December 31, 1999.
THE FOLLOWING SUMMARY OF THE FNB SERIES A PREFERRED STOCK AND FNB
SERIES B PREFERRED STOCK IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
DESCRIPTION THEREOF CONTAINED IN THE FNB CHARTER ATTACHED AS EXHIBIT 3.1 TO
FNB'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996.
FNB SERIES A PREFERRED STOCK. The FNB Series A Preferred Stock was
created for the purpose of acquiring Reeves Bank. Holders of the FNB Series A
Preferred Stock are entitled to 5.1 votes for each share held (as adjusted for
the FNB Stock Dividend). The holders of the FNB Series A Preferred Stock do not
have cumulative voting rights in the election of directors. Dividends on the FNB
Series A Preferred Stock are cumulative from the date of issue and are payable
at a rate of $.42 per share each quarter. The FNB Series A Preferred Stock is
convertible at the option of the holder into shares of FNB Common Stock having a
market value of $25.00 at the time of conversion. FNB has the right to require
the conversion of the balance of all outstanding shares at the conversion rate.
During 1999, 870 shares of the FNB Series A Preferred Stock were converted to
871 shares of FNB Common Stock. At December
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<PAGE> 14
31, 1999, 20,462 shares of FNB Common Stock were reserved by FNB for the
conversion of the remaining 19,848 outstanding shares.
FNB SERIES B PREFERRED STOCK. The FNB Series B Preferred Stock was
issued during 1992 for the purpose of raising capital for the acquisition of 13
banking branches in the Erie, Pennsylvania area. Holders of the FNB Series B
Preferred Stock have no voting rights. Dividends on the FNB Series B Preferred
Stock are cumulative from the date of issue and are payable at a rate of $.46875
per share each quarter. The FNB Series B Preferred Stock has a stated value of
$25.00 per share and is convertible at the option of the holder at any time into
shares of FNB Common Stock at a price of $11.09 per share. FNB has the right to
redeem the FNB Series B Preferred Stock for cash on or after May 15, 1996, as
set forth in the prospectus dated May 8, 1992. During 1999, 26,056 shares of FNB
Series B Preferred Stock were converted to 68,893 shares of FNB Common Stock. At
December 31, 1999, 466,413 shares of FNB Common Stock were reserved by FNB for
the conversion of the remaining 187,611 outstanding shares of FNB Series B
Preferred Stock.
PLAN OF DISTRIBUTION
FNB is registering the shares on behalf of the selling shareholders.
Selling shareholders include donees and pledgees selling shares received from a
named selling shareholder after the date of this prospectus. All costs, expenses
and fees in connection with the registration of the shares offered by this
prospectus will be borne by FNB. Brokerage commissions and similar selling
expenses, if any, attributable to the sale of shares will be borne by the
selling shareholders.
Sales of shares may be effected by selling shareholders from time to
time in one or more types of transactions (which may include block transactions)
on Nasdaq, in the over-the-counter market, in negotiated transactions, through
put or call options transactions relating to the shares, through short sales of
shares, or a combination of such methods of sale, at market prices prevailing at
the time of sale, or at negotiated prices. Such transactions may or may not
involve brokers or dealers.
The selling shareholders have advised FNB that they have not entered
into any agreements, understandings or arrangements with any underwriters or
brokers-dealers regarding the sale of their securities. In addition, there is
not an underwriter or coordinating broker acting in connection with the proposed
sale of shares by the selling shareholders.
The selling shareholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling shareholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both. The compensation paid as to a particular
broker-dealer might be in excess of customary commissions.
The selling shareholders and any broker-dealers that act in connection
with the sale of shares might be deemed to be underwriters within the meaning of
Section 2(11) of the Securities Act. And, any commissions received by such
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act.
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<PAGE> 15
Because selling shareholders may be deemed to be underwriters within
the meaning of Section 2(11) of the Securities Act, the selling shareholders
will be subject to the prospectus delivery requirements of the Securities Act.
FNB has informed the selling shareholders that the anti-manipulative provisions
of Regulation M promulgated under the Exchange Act may apply to their sales in
the market.
Upon FNB being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the Act.
The supplement shall disclose (1) the name of each such selling shareholder and
of the participating broker-dealer(s), (2) the number of shares involved, (3)
the price at which such shares were sold, (4) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (5) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (6) other facts material
to the transaction. In addition, upon FNB being notified by a selling
shareholder that a donee or pledgee intends to sell more than 500 shares, a
supplement to this prospectus will be filed.
LEGAL MATTERS
Certain legal matters in connection with the offering are being passed
upon for FNB by Smith, Gambrell & Russell, LLP, Suite 3100, 1230 Peachtree
Street N.E., Atlanta, Georgia 30309.
EXPERTS
The consolidated financial statements of FNB at December 31, 1998 and
1997, and for each of the three years in the period ended December 31, 1998,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon, included in the Company's Current Report on Form 8-K dated
July 2, 1999, and incorporated herein by reference. As to 1998, their report is
based, in part, on the report of Bobbitt, Pittenger & Company, P.A., independent
auditors, who audited Guaranty Bank & Trust Company. As to 1997, their report is
based, in part, on the reports of Hacker, Johnson, Cohen & Grieb PA, independent
auditors, who audited Seminole Bank and Citizens Holding Corporation and
Bobbitt, Pittenger & Company, P.A., independent auditors, who audited Guaranty
Bank & Trust Company. As to 1996, their report is based, in part, on the reports
of Hill, Barth & King, LLC, independent auditors, who audited Southwest Banks,
Inc., PricewaterhouseCoopers LLP, independent certified public accountants, who
audited West Coast Bancorp, Inc., Hacker, Johnson, Cohen & Grieb PA, independent
auditors, who audited Seminole Bank and Citizens Holding Corporation and
Bobbitt, Pittenger & Company, P.A., independent auditors, who audited Guaranty
Bank & Trust Company.
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.
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<PAGE> 16
================================================================================
NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION AND REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY FNB. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED BY THIS
PROSPECTUS IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF FNB SINCE THE DATE HEREOF.
---------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information............................................................................................. 2
Incorporation of Certain
Documents by Reference........................................................................................... 2
Cautionary Notice Regarding
Forward-Looking Statements........................................................................................3
Risk Factors....................................................................................................... 4
The Company........................................................................................................ 7
Selling Shareholders............................................................................................... 9
Use of Proceeds....................................................................................................11
Description of FNB Capital Stock...................................................................................11
Plan of Distribution...............................................................................................13
Legal Matters..................................................................................................... 14
Experts........................................................................................................... 14
</TABLE>
F. N. B. CORPORATION
833,595 SHARES
COMMON STOCK
P R O S P E C T U S
FEBRUARY __, 2000
ONE F.N.B. BOULEVARD
HERMITAGE, PENNSYLVANIA 16148
(724) 981-6000
================================================================================
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below are estimates of the fees and expenses payable by the
Company in connection with the offer and sale of the Common Stock:
<TABLE>
<S> <C>
SEC Registration Fee..................................... $ 4,677
Blue Sky Qualification Fees and Expenses................. 500
Legal Fees and Expenses.................................. 15,000
Accounting Fees and Expenses............................. 5,000
Transfer Agent Fees...................................... 0
Printing, Materials, and Postage......................... 5,000
Miscellaneous Expenses................................... 4,823
-------
Total............................................ $35,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Numbered Paragraph 6.b of the Articles of Incorporation, as amended, 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 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 been furnished to the Corporation to repay amounts so advanced if and
to the extent it shall ultimately be determined that such
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<PAGE> 18
officer or director is not 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.
Article II, Section 17 of the Bylaws of F.N.B. Corporation provides that to
the fullest extent permitted by law, no director of the Corporation shall be
personally liable for monetary damages for any action taken, or any failure to
take any action.
Section 1741 of the Pennsylvania Business Corporation Law (the
"Pennsylvania BCL") 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 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 representative
of the corporation, or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, 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 persons in connection with
the action 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 proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or 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 BCL 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 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 representative of the corporation, or is or was serving at
the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense of the
settlement of the action 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. Indemnification shall not be made in respect of any claim, issue or
matter as to which such person has been adjudged to be liable 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
the action was brought determines 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 that the
court of common pleas or other court deems proper.
Under Section 1744 of the Pennsylvania BCL, any such indemnification
(unless ordered by a court) shall be made by the corporation only as authorized
in a specific case upon a determination that indemnification of the
representative 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 the action 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.
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<PAGE> 19
Notwithstanding the above, Section 1743 provides that to the extent that a
representative of the corporation has been successful on the merits or otherwise
in defense of any action 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.
Under Section 1745 of the Pennsylvania BCL, expenses (including attorneys'
fees) incurred in defending any action or proceeding may be paid by the
corporation in advance of the final disposition of the action or proceeding upon
receipt of an undertaking by or on behalf of the representative to repay such
amount if it is ultimately determined that such person is not entitled to be
indemnified by the corporation.
Section 1746 of the Pennsylvania BCL further provides that the
indemnification provided by Sections 1741, 1742 and 1743 and the advancement of
expenses provided by Section 1745 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, disinterested
directors or otherwise, both as to action in his official capacity and as to
action in other 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 insure 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, 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.
The foregoing is only a general summary of certain aspects of Pennsylvania
law dealing with indemnification of directors and officers and does not purport
to be complete. It is qualified in its entirety by reference to the relevant
statutes which contain detailed specific provisions regarding the circumstances
under which the person for whose benefit indemnification shall or may be made
and accordingly are incorporated herein by reference as Exhibit 99.2 of this
registration statement.
ITEM 16. EXHIBITS.
The following exhibits are filed with this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
5.1 Legal Opinion of James G. Orie, Corporate Counsel to the Company
23.1 Consent of James G. Orie, Corporate Counsel to the Company (contained in his
opinion at Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Hill, Barth & King, LLC
23.4 Consent of PricewaterhouseCoopers LLP
23.5 Consent of Hacker, Johnson, Cohen & Grieb PA
23.6 Consent of Bobbitt, Pittenger & Company, P.A.
24.1 Powers of Attorney (contained on signature page to this Registration
Statement)
</TABLE>
II-3
<PAGE> 20
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) 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; and
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement 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.
(c) 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 provisions referred to in Item 15
above, 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 such 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> 21
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 the 17th
day of February, 2000.
F.N.B. CORPORATION
By: /s/ Peter Mortensen
------------------------------------------------
Peter Mortensen (Chairman of the Board and Chief
Executive Officer (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John D. Waters, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him, 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, including a registration statement filed under Rule
462(b) of the Securities Act of 1933, as amended, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises 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 may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
following capacities on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
----- ----
<S> <C> <C>
/s/ Peter Mortensen Chairman of the Board and February 17, 2000
- ---------------------------------------- Chief Executive Officer
Peter Mortensen
/s/ Gary L. Tice President, Chief Operating February 17, 2000
- ---------------------------------------- and Director
Gary L. Tice
/s/ Stephen J. Gurgovits Vice Chairman February 17, 2000
- ----------------------------------------
Stephen J. Gurgovits
/s/ John D. Waters
- ---------------------------------------- Vice President and Chief February 17, 2000
John D. Waters Financial Officer (Principal
Financial and Accounting Officer)
/s/ W. Richard Blackwood Director February 18, 2000
- ----------------------------------------
W. Richard Blackwood
/s/ Alan C. Bomstein Director February 17, 2000
- ----------------------------------------
Alan C. Bomstein
/s/ William B. Campbell Director February 17, 2000
- ----------------------------------------
William B. Campbell
</TABLE>
<PAGE> 22
<TABLE>
<S> <C> <C>
/s/ Charles T. Cricks Director February 18, 2000
- ----------------------------------------
Charles T. Cricks
/s/ Henry M. Ekker Director February 17, 2000
- ----------------------------------------
Henry M. Ekker, Esq.
Director ___________, 2000
- ----------------------------------------
James W. Lindsay
/s/ Paul P. Lynch Director February 17, 2000
- ----------------------------------------
Paul P. Lynch
/s/ Edward J. Mace Director February 17, 2000
- ----------------------------------------
Edward J. Mace
/s/ Robert S. Moss Director February 17, 2000
- ----------------------------------------
Robert S. Moss
Director ___________, 2000
- ----------------------------------------
Richard C. Myers
Director ___________, 2000
- ----------------------------------------
William A. Quinn
/s/ George A. Seeds Director February 17, 2000
- ----------------------------------------
George A. Seeds
/s/ William J. Strimbu Director February 17, 2000
- ----------------------------------------
William J. Strimbu
/s/ Archie O. Wallace Director February 17, 2000
- ----------------------------------------
Archie O. Wallace
/s/ James T. Weller Director February 17, 2000
- ----------------------------------------
James T. Weller
/s/ Eric J. Werner Director February 17, 2000
- ----------------------------------------
Eric J. Werner, Esq.
/s/ R. Benjamin Wiley Director February 17, 2000
- ----------------------------------------
R. Benjamin Wiley
/s/ Donna C. Winner Director February 19, 2000
- ----------------------------------------
Donna C. Winner
</TABLE>
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
5.1 Legal Opinion of James G. Orie, Corporate Counsel to the Company
23.2 Consent of Ernst & Young LLP
23.3 Consent of Hill, Barth & King, LLC
23.4 Consent of PricewaterhouseCoopers LLP
23.5 Consent of Hacker, Johnson, Cohen & Grieb PA
23.6 Consent of Bobbitt, Pittenger & Company, P.A.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
February 18, 2000
Board of Directors
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148-3363
RE: F.N.B. Corporation
Registration Statement on Form S-3
833,595 Shares of Common Stock
Gentlemen:
I am Corporate Counsel with F.N.B. Corporation (the "Company") in
connection with the proposed public offering by certain of its shareholders of
shares of the Company's $2.00 par value common stock (the "Common Stock")
covered by the above-described Registration Statement.
In connection therewith, we have examined the following:
(1) The Articles of Incorporation of the Company, as amended,
certified by the Secretary of State of the State of
Pennsylvania;
(2) The Bylaws of the Company, as amended, certified as correct
and complete by the Secretary of the Company;
(3) Minutes of meetings of the Board of Directors of the Company,
certified as correct and complete by the Secretary of the
Company;
(4) The form of the Stock Purchase Warrants issued in connection
with the Company's acquisition of Southwest Banks, Inc. and
the Company's acquisition of West Coast Bancorp, Inc.; and
(5) The Registration Statement on Form S-3 to be filed with the
Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, relating to the sale of up to 833,595
shares of Common Stock (the "Registration Statement").
<PAGE> 2
Board of Directors
F.N.B. Corporation
February 18, 2000
Page 2
Based upon such examination and upon examination of such other
instruments and records as I have deemed necessary, I am of the opinion that the
833,595 shares of Common Stock covered by said Registration Statement to be sold
by the selling shareholders referenced therein have been duly authorized and
validly issued by the Company, and are fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this opinion, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ James G. Orie
James G. Orie
Corporate Counsel
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, 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 833,595 shares of its common stock and to
the incorporation by reference therein of our report dated June 30, 1999, with
respect to the consolidated financial statements of F.N.B. Corporation and
subsidiaries included in its Current Report on Form 8-K dated July 2, 1999,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
February 22, 2000
<PAGE> 1
EXHIBIT 23.3
CONSENT OF HILL, BARTH & KING LLC, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
this Registration Statement on Form S-3 and related Prospectus of F.N.B.
Corporation for the registration of 833,595 shares of its common stock and to
the incorporation by reference therein of our report dated January 22, 1997
relating to the consolidated financial statements of Southwest Banks, Inc. which
have been incorporated into the consolidated financial statements of F.N.B.
Corporation and Subsidiaries for the year ended December 31, 1996 by reference
in the Current Report on Form 8-K dated July 2, 1999, filed with the Securities
and Exchange Commission.
/s/ Hill, Barth & King, LLC
HILL, BARTH & KING LLC
Certified Public Accountants
Naples, Florida
February 23, 2000
<PAGE> 1
EXHIBIT 23.4
CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference in this Registration Statement on Form
S-3 for the registration of 833,595 shares of the common stock of F.N.B.
Corporation of our report dated January 24, 1997, included as Exhibit 99.3 to
F.N.B. Corporation's Current Report on Form 8-K dated July 2, 1999, with
respect to our audit of the consolidated financial statements of West Coast
Bancorp, Inc. for the year ended December 31, 1996. We also consent to the
reference to our firm as experts under the caption, "Experts."
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Tampa, Florida
February 23, 2000
<PAGE> 1
EXHIBIT 23.5
CONSENT OF HACKER, JOHNSON, COHEN & GRIEB PA, INDEPENDENT AUDITORS'
We consent to the incorporation by reference in the Registration
Statement of F.N.B. Corporation on Form S-3 of our report dated January 9, 1998
on our audits of the financial statements of Seminole Bank at December 31, 1997
and 1996 and for each of the years in the three year period ended December 31,
1997 and of our report dated January 9, 1998, except for Note 18, as to which
the date is April 6, 1998 on our audits of the financial statements of Citizens
Holding Corporation at December 31, 1997 and 1996 and for each of the years in
the three year period ended December 31, 1997, which reports are included as
exhibits in F.N.B. Corporation's Current Report on Form 8-K dated July 2, 1999.
/S/ HACKER, JOHNSON, COHEN & GRIEB PA
HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
February 23, 2000
<PAGE> 1
EXHIBIT 23.6
CONSENT OF BOBBITT, PITTENGER & COMPANY, P.A., 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 833,595 shares of its common stock and to
the incorporation by reference therein of our report dated April 23, 1999 on our
audits of the financial statements of Guaranty Bank & Trust Company.
Sarasota, Florida
February 23, 2000 /s/ BOBBITT, PITTENGER & COMPANY, P.A.
