-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N1URlBiQ+DZwac1jL98A6u5X/RUi/rfb0Z8LQXc0zEK5dYE9Rv3ebvOUODQKR/cU CjZ5hMvdNY1w26b9doF1tQ== 0000950144-97-008670.txt : 19970811 0000950144-97-008670.hdr.sgml : 19970811 ACCESSION NUMBER: 0000950144-97-008670 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970808 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/PA CENTRAL INDEX KEY: 0000037808 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251255406 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-32355 FILM NUMBER: 97654663 BUSINESS ADDRESS: STREET 1: HERMITAGE SQUARE CITY: HERMITAGE STATE: PA ZIP: 16148 BUSINESS PHONE: 4129816000 MAIL ADDRESS: STREET 1: HERMITAGE SQUARE CITY: HERMITAGE STATE: PA ZIP: 16148 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS BUDGET CO DATE OF NAME CHANGE: 19750909 S-4/A 1 FNB CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997 REGISTRATION NO. 333-32355 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- F.N.B. CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) --------------- PENNSYLVANIA 6711 25-1255406 (STATE OR OTHER JURISDICTION OF (Primary Standard Industrial (I.R.S. Employer INCORPORATION OR ORGANIZATION) Classification Code Number) Identification No.)
HERMITAGE SQUARE JOHN D. WATERS HERMITAGE, PENNSYLVANIA 16148 F.N.B. CORPORATION (412) 981-6000 HERMITAGE SQUARE (ADDRESS, INCLUDING ZIP CODE, AND HERMITAGE, PENNSYLVANIA 16148 TELEPHONE NUMBER, INCLUDING AREA CODE, (412) 981-6000 OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------- COPIES TO: MARLON F. STARR RICHARD A. DENMON SMITH, GAMBRELL & RUSSELL, LLP CARLTON, FIELDS, WARD, EMMANUEL, 3343 Peachtree Road, N.E. SMITH & CUTLER, P.A. Suite 1800 One Harbour Place Atlanta, Georgia 30326 777 S. Harbour Island Boulevard (404) 264-2620 Tampa, Florida 33602-5799 (813) 223-7000 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: Upon the effective date of the merger of Indian Rocks State Bank with and into a wholly-owned subsidiary of the Registrant. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: [ ] ================================================================================ 2 PART II: INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following exhibit is filed with this Amendment:
EXHIBIT NO. DESCRIPTION OF EXHIBIT ---------- -------------------------------------------------------------- 2.1.1 First Amendment, dated August 8, 1997, to Agreement and Plan of Merger by and among F.N.B. Corporation ("FNB"), Southwest Banks, Inc. ("Southwest") and Indian Rocks State Bank ("IRSB"), dated May 10, 1997.
3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HERMITAGE, COMMONWEALTH OF PENNSYLVANIA, ON AUGUST 8, 1997. F.N.B. CORPORATION By: /s/ Peter Mortensen ------------------------------ Peter Mortensen Chairman and President PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /S/ PETER MORTENSEN CHAIRMAN, PRESIDENT AND DIRECTOR AUGUST 8, 1997 - ------------------------------------- (PRINCIPAL EXECUTIVE OFFICER) PETER MORTENSEN * EXECUTIVE VICE PRESIDENT AND AUGUST 8, 1997 - ------------------------------------- DIRECTOR STEPHEN J. GURGOVITS /S/ JOHN D. WATERS VICE PRESIDENT AND CHIEF FINANCIAL AUGUST 8, 1997 - ------------------------------------- OFFICER (PRINCIPAL FINANCIAL JOHN D. WATERS AND ACCOUNTING OFFICER) DIRECTOR - ------------------------------------- W. RICHARD BLACKWOOD * DIRECTOR AUGUST 8, 1997 - ------------------------------------- WILLIAM B. CAMPBELL * DIRECTOR AUGUST 8, 1997 - ------------------------------------- CHARLES T. CRICKS * DIRECTOR AUGUST 8, 1997 - ------------------------------------- HENRY M. EKKER, ESQ. DIRECTOR - ------------------------------------- THOMAS C. ELLIOTT * DIRECTOR AUGUST 8, 1997 - ------------------------------------- THOMAS W. HODGE DIRECTOR - ------------------------------------- JAMES S. LINDSAY DIRECTOR - ------------------------------------- PAUL P. LYNCH
4 * DIRECTOR AUGUST 8, 1997 - ------------------------------------- EDWARD J. MACE * DIRECTOR August 8, 1997 - ------------------------------------- ROBERT S. MOSS DIRECTOR - ------------------------------------- RICHARD C. MYERS DIRECTOR - ------------------------------------- JOHN R. PERKINS DIRECTOR - ------------------------------------- WILLIAM A. QUINN * DIRECTOR AUGUST 8, 1997 - ------------------------------------- GEORGE A. SEEDS * DIRECTOR AUGUST 8, 1997 - ------------------------------------- WILLIAM J. STRIMBU * DIRECTOR AUGUST 8, 1997 - ------------------------------------- GARY L. TICE * DIRECTOR AUGUST 8, 1997 - ------------------------------------- ARCHIE O. WALLACE DIRECTOR - ------------------------------------- JOSEPH M. WALTON * DIRECTOR AUGUST 8, 1997 - ------------------------------------- JAMES T. WELLER * DIRECTOR AUGUST 8, 1997 - ------------------------------------- ERIC J. WERNER, ESQ. DIRECTOR - ------------------------------------- R. BENJAMIN WILEY DIRECTOR - ------------------------------------- DONNA C. WINNER *BY: /S/ JOHN D. WATERS --------------------------------- JOHN D. WATERS, AS ATTORNEY-IN-FACT
EX-2.1.1 2 AMENDED AGREEMENT AND PLAN OF MERGER 1 EXHIBIT 2.1.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First Amendment") is made and entered into as of August 8, 1997, by and among F.N.B. CORPORATION ("FNB"), a Pennsylvania corporation, SOUTHWEST BANKS, INC. ("Southwest"), a Florida corporation and wholly owned subsidiary of FNB, INDIAN ROCKS STATE BANK ("IRSB"), a Florida state banking corporation and to be joined in by SOUTHWEST INTERIM BANK, N.A. ("Interim"), a national bank to be chartered under the laws of the United States and to become a wholly owned subsidiary of FNB. PREAMBLE The parties hereto entered into an Agreement and Plan of Merger (the "Merger Agreement") dated as of May 10, 1997 whereby FNB, Southwest and IRSB agreed to the merger of IRSB with and into Interim. The parties now desire to amend the Merger Agreement on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the above and the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Conversion of Shares. Section 3.1(d) of the Merger Agreement is hereby amended by deleting Section 3.1(d) in its entirety and by insertion, in lieu thereof, of the following: "(d) If the Designated Price of FNB Common Stock shall be less than $22.00, then the Exchange Ratio shall be increased to equal the quotient, rounded to the third decimal point, obtained by dividing (i) the product of $22.00 and the Exchange Ratio by (ii) the Designated Price. If the Designated Price shall be less than $20.00, then FNB may, at any time during the period commencing on the Determination Date and ending at the close of business on the day before Closing, terminate the Agreement pursuant to Section 10.1(k) hereof. If the Designated Price of FNB Common Stock shall be equal to or greater than $27.00, then the Exchange Ratio shall decrease to equal the quotient, rounded to the third decimal point, obtained by dividing (x) the product of $27.00 and the Exchange Ratio by (y) the Designated Price; provided, however, that in no event shall the Exchange Ratio be less than 1.8 shares of FNB Common Stock for each share of IRSB Common Stock; and provided, further, however, that if a Change in Control of FNB has occurred, then the Exchange Ratio shall not decrease and shall be fixed at two (2) shares of FNB Common Stock for each share of IRSB Common Stock as provided in Section 3.1(c) of this Agreement." 2. Termination. Section 10.1 of the Merger Agreement is amended by deleting subparagraph (g) thereof in its entirety. 3. Defined Terms. All terms which are capitalized herein, but which are not defined herein, shall have the meanings ascribed to them in the Merger Agreement. 2 4. Inconsistent Provisions. All provisions of the Merger Agreement which have not been amended by this First Amendment shall remain in full force and effect. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Merger Agreement and the provisions of this First Amendment, the provisions of this First Amendment shall control and be binding. [SIGNATURES ON FOLLOWING PAGE] -2- 3 IN WITNESS WHEREOF, each of the parties has caused this First Amendment to be executed on its behalf as of the date first written above. F.N.B. CORPORATION By: /s/ Peter Mortensen ------------------------------------ Name: Peter Mortensen Title: Chairman of the Board and President SOUTHWEST BANKS, INC. By: /s/ C.C. Coghill ------------------------------------ Name: C.C. Coghill Title: Senior Vice President INDIAN ROCKS STATE BANK By: /s/ Robert C. George ------------------------------------ Name: Robert C. George Title: President Southwest Interim Bank, N.A. hereby joins in the foregoing Agreement, undertakes that it will be bound thereby and that it will duly perform all the acts and things therein referred to or provided to be done by it. IN WITNESS WHEREOF, Southwest Interim Bank, N.A. has caused this undertaking to be made in counterparts by its duly authorized officers and its corporate seal to be hereunto affixed as of this ___ day of ___________, 1997. SOUTHWEST INTERIM BANK, N.A. By: ------------------------------------ Name: Title: President Attest: ---------------------------- Secretary [Corporate Seal] -3- -----END PRIVACY-ENHANCED MESSAGE-----