8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2013

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation)

001-31940	25-1255406
(Commission File Number)	(IRS Employer Identification No.)

One F.N.B. Boulevard, Hermitage, PA	16148
(Address of Principal Executive Offices)	(Zip Code)

(724) 981-6000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01              Regulation FD Disclosure.

On June 14, 2013, F.N.B. Corporation and BCSB Bancorp, Inc. announced that they entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for, among other things, the acquisition by F.N.B. of all outstanding shares of common stock of BCSB Bancorp in a stock-for-stock transaction.  Under the terms of the Merger Agreement, BCSB Bancorp will merge with and into F.N.B. (the “Merger”), and existing BCSB Bancorp shareholders will become entitled to receive 2.08 shares of F.N.B. common stock for each share of common stock of BCSB Bancorp.  The Merger is subject to customary closing conditions, including regulatory approvals and approval from BCSB Bancorp shareholders.

Presentation materials concerning the Merger, which will be available on F.N.B.’s website at www.fnbcorporation.com, are attached hereto as Exhibit 99.2 and incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, unless specifically identified as being incorporated therein by reference.

Item 8.01              Other Events.

On June 14, 2013, F.N.B. and BCSB Bancorp issued a joint press release announcing the signing of the Merger Agreement. A copy of the joint press release announcing the Merger Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Important Additional Information About the Merger.

In connection with the Merger, F.N.B. will file a Registration Statement on Form S-4 with the SEC, which will include a Proxy Statement of BCSB Bancorp and a Prospectus of F.N.B., as well as other relevant documents concerning the proposed transaction.

SHAREHOLDERS OF BCSB BANCORP, INC. ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A copy of the Proxy Statement/Prospectus (when it becomes available), as well as other filings containing information about F.N.B. and BCSB Bancorp, may be obtained free of charge at the SEC’s internet site http://www.sec.gov. Copies of the Proxy Statement/Prospectus and other filings can also be obtained, free of charge, by directing a request to F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, (724) 983-3317, Attention: James G. Orie, Chief Legal Officer; or to BCSB Bancorp, Inc., 4111 E. Joppa Road, Baltimore, MD 21236, (410) 256-5000, Attention: David M. Meadows, General Counsel and Secretary.

2

F.N.B. and BCSB Bancorp and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of BCSB Bancorp in connection with the Merger. Information about the directors and executive officers of F.N.B. is set forth in the proxy statement for F.N.B.’s 2013 annual meeting of shareholders, as filed with the SEC on April 3, 2013. Information about the directors and executive officers of BCSB Bancorp is set forth in the proxy statement for BCSB Bancorp’s 2013 annual meeting of shareholders, as filed with the SEC on January 7, 2013. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the Merger when it becomes available.

Item 9.01              Financial Statements and Exhibits.

(d)           Exhibits

99.1	Joint press release of F.N.B. Corporation and BCSB Bancorp, Inc., dated June 14, 2013
99.2	Presentation materials

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SIGNATURES

Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	F.N.B. CORPORATION
	By:	/s/ James G. Orie
		James G. Orie,
		Chief Legal Officer
Date: June 14, 2013

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint press release of F.N.B. Corporation and BCSB Bancorp, Inc., dated June 14, 2013
99.2	Presentation materials

5

EX-99.1

Exhibit 99.1

F.N.B. Corporation Expands Maryland Presence

with Acquisition of BCSB Bancorp, Inc.

Joint Press Release

HERMITAGE, PA and BALTIMORE, MD, June 14, 2013 — F.N.B. Corporation (NYSE: FNB) and BCSB Bancorp, Inc. (NASDAQ: BCSB) jointly announce the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire BCSB Bancorp, Inc., the Baltimore-based holding company and parent of Baltimore County Savings Bank, in an all stock transaction valued at approximately $23.77 per share, or $79 million in the aggregate using the closing stock price of F.N.B. Corporation as of Thursday June 13, 2013.

The acquisition of the Baltimore-based bank will provide F.N.B. Corporation with an additional $640 million in total assets, including $560 million in total deposits, $320 million in loans and 16 banking offices in the greater Baltimore, Maryland area. The transaction will expand F.N.B. Corporation’s presence in the Baltimore metropolitan statistical area (MSA) and result in a top ten deposit market share position with just under $1.0 billion in total pro-forma deposits and 24 total branch locations.

Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, shareholders of BCSB Bancorp, Inc. will be entitled to receive 2.08 shares of F.N.B. Corporation common stock for each common share of BCSB Bancorp, Inc. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of BCSB Bancorp, Inc.

“This is a great opportunity to expand our existing presence in the Maryland market. In the span of twelve months, FNB has achieved a top deposit market share position in another one of the nation’s 25 largest MSAs,” said Vincent J. Delie, Jr., President and Chief Executive Officer of F.N.B. Corporation. “Since entering the market earlier this year, I have been very pleased with our success in attracting experienced commercial bankers with well-established customer relationships. The addition of Baltimore County will further enable FNB to leverage these recent hires through expanded market coverage in Baltimore and the surrounding suburbs”.

“We are excited to join the FNB team. FNB’s diverse product set, commitment to local communities and outstanding record of shareholder value creation make it the best partner for our shareholders, customers, employees and communities we serve,” said Joseph J. Bouffard, President and Chief Executive Officer of BCSB Bancorp, Inc. and Baltimore County Savings Bank.

F.N.B. Corporation expects the merger to be slightly accretive to earnings per share in the first full year (excluding one-time costs). Additionally, the transaction is expected to be neutral to F.N.B. Corporation’s tangible book value per share with a strong internal rate of return.

F.N.B. Corporation and BCSB Bancorp, Inc. expect to complete the transaction in the first quarter of 2014, after satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of BCSB Bancorp, Inc.

RBC Capital Markets, LLC acted as financial advisor to F.N.B. Corporation, and Sandler O’Neill + Partners L.P. acted as financial advisor to BCSB Bancorp, Inc. and rendered a fairness opinion to

the Board of Directors of BCSB Bancorp, Inc. in conjunction with this transaction. Reed Smith LLP served as legal counsel to F.N.B. Corporation and Kilpatrick Townsend & Stockton LLP served as legal counsel to BCSB Bancorp, Inc.

An investor presentation will be available through the “Shareholder and Investor Relations” section of F.N.B.’s Web site at www.fnbcorporation.com or on the SEC’s website at www.sec.gov.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

F.N.B. Corporation will file a registration statement on Form S-4 with the SEC. The registration statement will include a proxy statement/prospectus and other relevant documents with the SEC in connection with the merger.

SHAREHOLDERS OF BCSB BANCORP, INC. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The proxy statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. Corporation and BCSB Bancorp, Inc. have filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317 and free copies of the documents BCSB Bancorp, Inc. has filed with the SEC by contacting Joseph J. Bouffard, President and Chief Executive Officer, BCSB Bancorp, Inc., 4111 East Joppa Road, Baltimore, MD 21236, telephone: (410) 256-5000.

F.N.B. Corporation and BCSB Bancorp, Inc. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from BCSB Bancorp, Inc. shareholders in connection with the proposed merger. Information concerning such participants’ ownership of BCSB Bancorp, Inc. common shares will be set forth in the proxy statement/prospectus relating to the merger when it becomes available. This communication does not constitute an offer of any securities for sale.

About F.N.B. Corporation

F.N.B. Corporation (NYSE: FNB), headquartered in Hermitage, Pennsylvania, is a regional diversified financial services company operating in six states and three major metropolitan areas including Pittsburgh, PA, where it holds the number three retail deposit market share, Baltimore, MD, and Cleveland, OH. The Company has total assets of $12.4 billion (including the recently completed acquisition of Annapolis Bancorp, Inc.) and more than 250 banking offices throughout Pennsylvania, Ohio, West Virginia and Maryland. F.N.B. provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network which is led by its largest affiliate, First National Bank of Pennsylvania. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, asset based lending, capital markets and lease financing. The consumer banking segment provides a full line of consumer banking products and services including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. F.N.B.’s wealth management services include trust, asset management, private banking and insurance. The Company also operates Regency Finance Company, which has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee.

The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol “FNB” and is included in Standard & Poor’s SmallCap 600 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about the strength of this regional financial institution by visiting the F.N.B. Corporation web site at www.fnbcorporation.com.

About BCSB Bancorp, Inc.

BCSB Bancorp, Inc. serves as the holding company for its wholly owned subsidiary, Baltimore County Savings Bank, which has 16 banking offices throughout the Greater Baltimore area. The common stock of BCSB Bancorp, Inc. is traded under the trading symbol “BCSB” on the NASDAQ National Market System.

Forward-looking Statements

This joint press release of F.N.B. Corporation and BCSB Bancorp, Inc. contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B. Corporation and BCSB Bancorp, Inc. Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “will”, “should”, “project”, “goal”, and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in F.N.B. Corporation and BCSB Bancorp, Inc. reports filed with the SEC and those identified elsewhere in this filing, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger, including approval by BCSB Bancorp, Inc. shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating the F.N.B. Corporation and BCSB Bancorp, Inc. businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of F.N.B. Corporation products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. F.N.B. Corporation and BCSB Bancorp, Inc. undertake no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

# # #

Analyst/Institutional Investor Contact:

F.N.B. Corporation

Cynthia Christopher 724-983-3429

724-815-3926 (cell)

christoc@fnb-corp.com

Media Contact:

F.N.B. Corporation

Jennifer Reel 724-983-4856

724-699-6389 (cell)

reel@fnb-corp.com

EX-99.2

Exhibit 99.2

F.N.B. Corporation Announces Agreement to Acquire BCSB Bancorp, Inc. June 14, 2013

Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Financial Information This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B. Corporation. Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “will”, “should”, “project”, “goal”, and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in F.N.B. Corporation’s reports filed with the SEC and those identified elsewhere in this filing, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger, including approval by BCSB Bancorp, Inc. shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating the FNB and BCSB Bancorp, Inc. businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of FNB products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. F.N.B. Corporation undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this presentation. ADDITIONAL INFORMATION ABOUT THE MERGER F.N.B. Corporation and BCSB Bancorp, Inc. will file a proxy statement/prospectus and other relevant documents with the SEC in connection with the merger. SHAREHOLDERS OF BCSB BANCORP, INC. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. Corporation and BCSB Bancorp, Inc. have filed with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317; and free copies of the documents BCSB Bancorp, Inc. has filed with the SEC by contacting Joseph J. Bouffard, President and Chief Executive Officer, BCSB Bancorp, Inc., 4111 East Joppa Road, Baltimore, MD 21236, telephone: (410) 256-5000. F.N.B. Corporation and BCSB Bancorp, Inc. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of BCSB Bancorp, Inc. in connection with the proposed merger. Information concerning such participants' ownership of BCSB Bancorp, Inc. common shares will be set forth in the proxy statement/prospectus relating to the merger when it becomes available. This communication does not constitute an offer of any securities for sale. 2

Builds density in the attractive Baltimore MSA Achieves market leadership position within 12 months of market entry #10 pro forma deposit rank 24 banking locations Significantly enhances distribution and scale Provides access to attractive Baltimore suburbs Significant market opportunity Strong momentum in the market from Annapolis Bancorp acquisition Leverages banking team recently established in the market Significant commercial banking, retail and wealth management opportunities Low execution risk In-market transaction Experienced regional leadership in place Experienced acquiror and integrator Opportunity Overview 3 Source: Deposit and demographic data per SNL Financial; deposits as of June 30, 2012. (1) Pro forma for Annapolis Bancorp and PVF Capital acquisitions. (2) Includes deposits from 4228 Harford Road branch which was closed in October 2012. (3) Weighted average by county. Pro forma for PVF Capital acquisition. County Branches Deposits in Market ($000) HH Income ($ - 2011) Baltimore 11 448,886 60,846 Harford 4 93,111 75,605 Howard 1 27,972 103,623 FNB Franchise (3) 44,157 Strategic Step in Maryland (2) BCSB Bancorp (16 branches, $642 mm assets) F.N.B. (270 branches (1), $13 bn assets (1))

4 Building Meaningful Presence in High Growth Top MSA Source: SNL Financial. Baltimore MSA deposit market share as of June 30, 2012. Data as of June 30, 2012. Weighted average by county. Pro Forma for PVF Capital acquisition. #10 Pro Forma Ranking in Baltimore MSA Built market leadership position within 12 months of market entry Favorable competitive dynamics for a middle market focused player Baltimore MSA is the 20th Largest MSA in the U.S. One of the highest growth markets in the Northeast and Mid-Atlantic Enhances FNB’s demographic and growth profile

5 Building Growth Engines in Major MSAs FNB Regions Maryland Region Northwest Region Pittsburgh Region Capital Region Central Region Commercial Lending Opportunities Source: SNL Financial. (1) Ranked by population. (2) Data per Hoover’s as of February 2, 2013. (3) Data per U.S. Census Bureau. #28 MSA (1) #22 MSA (1) #20 MSA (1) Cleveland Region

6 Following an Established Model Create Shareholder Value Pittsburgh MSA Baltimore MSA Cleveland MSA Build / acquire distribution platform In Progress (1) Attract proven market leadership Deploy product set and sales system Instill sales culture and build team Achieve market leadership position In Progress PVF Capital acquisition is pending closing.

Based on FNB closing stock price as of Thursday, June 13, 2013 of $11.43. Excluding one-time costs. Transaction Overview 7 Consideration $23.77 (1) per BCSB Bancorp share Fixed 2.08x exchange ratio 100% stock Gross Credit Mark 6% of loans (covered 80% of commercial portfolio) Detailed Due Diligence Completed Required Approvals Customary regulatory and BCSB Bancorp shareholders Expected Closing Q1 2014 Key Assumptions Cost savings estimated at 25% of BCSB’s expense base One-time transaction expenses of approximately $16.4 million, pre-tax Financial Impact Neutral to tangible book value per share Highly accretive on a marginal basis to earnings per share Slightly accretive to total FNB earnings per share in the first full year(2) Strong internal rate of return

Transaction Pricing Source: SNL Financial. Metrics based on FNB closing stock price of $11.43 on 6/13/13 multiplied by the fixed exchange ratio. Based on BCSB’s tangible book value per share of $17.46 as of 3/31/13. Based on BCSB’s closing price of $16.97 on 6/13/13. Equal to deal value to common shareholders minus BCSB’s tangible common equity as a percentage of core deposits; Core deposits defined as total deposits less jumbo time deposits (greater than $100,000). Median of deals since 2010 with announced deal values between $25 - $100 million, where the target was in a top 50 MSA by population and had NPAs/ Assets < 3.5%. Excludes West Coast deals. 8 Transaction Multiples FNB / BCSB Transaction Recent Top 50 MSA Transactions (4) Price / Tangible Book Value (1) (x) 1.36x 1.48x Market Premium (2) (%) 40% 52% Core Deposit Premium (3) (%) 4.9% 6.0%