0001193125-16-477249.txt : 20160225 0001193125-16-477249.hdr.sgml : 20160225 20160225101501 ACCESSION NUMBER: 0001193125-16-477249 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160212 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160225 DATE AS OF CHANGE: 20160225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/FL/ CENTRAL INDEX KEY: 0000037808 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251255406 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31940 FILM NUMBER: 161454269 BUSINESS ADDRESS: STREET 1: F.N.B. CORPORATION STREET 2: ONE NORTH SHORE CENTER, 12 FEDERAL ST. CITY: PITTSBURGH STATE: PA ZIP: 15212 BUSINESS PHONE: 800-555-5455 MAIL ADDRESS: STREET 1: F.N.B. CORPORATION STREET 2: ONE NORTH SHORE CENTER, 12 FEDERAL ST. CITY: PITTSBURGH STATE: PA ZIP: 15212 FORMER COMPANY: FORMER CONFORMED NAME: FNB CORP/PA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS BUDGET CO DATE OF NAME CHANGE: 19750909 8-K/A 1 d146801d8ka.htm 8-K/A 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2016 (February 12, 2016)

 

 

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 North Shore Center, 12 Federal Street

Pittsburgh, Pennsylvania

   15212
(Address of Principal Executive Offices)   (Zip Code)

(800) 555-5455

(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:

 

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

 

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

 

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

 

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

 

 

 

Explanatory Note

On February 13, 2016, pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of August 4, 2015 between F.N.B. Corporation and Metro Bancorp, Inc., F.N.B. completed its acquisition of Metro through the merger of Metro with and into F.N.B., with F.N.B. being the surviving corporation. On February 19, 2016, F.N.B. filed a Current Report on Form 8-K with the Securities and Exchange Commission to report the completion of the merger and other related matters. The purpose of this filing is to amend the Form 8-K filed on February 19, 2016 to include the information required by Item 9.01(a) and (b).

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired.

The audited consolidated financial statements of Metro Bancorp, Inc. as of December 31, 2014 and 2013 and for each of the three years ended December 31, 2014, 2013 and 2012, as well as the accompanying notes thereto and the related Report of the Independent Registered Public Accounting Firm, filed on Form 10-K are filed as Exhibit 99.2 and incorporated herein by reference.

The unaudited consolidated financial statements of Metro Bancorp, Inc. as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014, filed on Form 10-Q as well as the accompanying notes thereto, are filed as Exhibit 99.3 and incorporated herein by reference.

 

(b) Pro Forma financial information.

The unaudited pro forma condensed combined financial statements of F.N.B. as of and for the nine months ended September 30, 2015 and for the year ended December 31, 2014, giving effect to the merger between F.N.B. and Metro, are filed as Exhibit 99.4 and incorporated herein by reference.

 

(d) Exhibits

 

23.1 Consent of BDO USA, LLP

 

23.2 Consent of Baker Tilly Virchow Krause, LLP

 

99.2 Audited consolidated financial statements of Metro Bancorp, Inc. as of December 31, 2014 and 2013 and for each of the three years ended December 31, 2014, 2013 and 2012, as well as the accompanying notes thereto and the related Report of the Independent Registered Public Accounting Firm (incorporated by reference to the Form 10-K filed by Metro on March 16, 2015 (File No. 001-36852))

 

99.3 Unaudited consolidated financial statements of Metro Bancorp, Inc. as of and for the three months ended September 30, 2015 and 2014, as well as the accompanying notes thereto (incorporated by reference to the Form 10-Q filed by Metro on November 9, 2015 (File No. 001-36852))

99.4 Unaudited pro forma condensed combined financial statements of F.N.B. as of and for the nine months ended September 30, 2015 and for the year ended December 31, 2014, giving effect to the merger between F.N.B. and Metro (incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-4 filed by F.N.B. on November 23, 2015 (Registration No. 333-207334))

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: February 25, 2016

EXHIBIT INDEX

 

Exhibit
No.

   

Description

23.1    Consent of BDO USA, LLP
23.2    Consent of Baker Tilly Virchow Krause, LLP
99.2    Audited consolidated financial statements of Metro Bancorp, Inc. as of December 31, 2014 and 2013 and for each of the three years ended December 31, 2014, 2013 and 2012, as well as the accompanying notes thereto and the related Report of the Independent Registered Public Accounting Firm (incorporated by reference to the Form 10-K filed by Metro on March 16, 2015)
99.3    Unaudited consolidated financial statements of Metro Bancorp, Inc. as of and for the three months ended September 30, 2015 and 2014, as well as the accompanying notes thereto (incorporated by reference to the Form 10-Q filed by Metro on November 9, 2015)
99.4    Unaudited pro forma condensed combined financial statements of F.N.B. as of and for the nine months ended September 30, 2015 and for the year ended December 31, 2014, giving effect to the merger between F.N.B. and Metro (incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-4 filed by F.N.B. on November 23, 2015 (Registration No. 333-207334))
 EX-23.1 2 d146801dex231.htm EX-23.1 EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the following Registration Statements:

 

1. Registration Statement on Form S-3 relating to the registration of F.N.B. Corporation and F.N.B. Capital Trust I common stock, preferred stock, debt securities, warrants, and trust preferred securities (File #333-74866).

 

2. Registration Statement on Form S-3 relating to the registration of FNB Financial Services, LP Subordinated Term Notes and Daily Notes (File #333-135339-01).

 

3. Registration Statement on Form S-8 relating to the following F.N.B. Corporation/Omega Financial Corporation Plans: 2004 Stock Option Plan for Non-Employee Directors; 1994 Stock Option Plan for Non-Employee Directors; Employee Stock Purchase Plan; 1996 Employee Stock Option Plan; Sun Bancorp 1998 Employee Stock Purchase Plan; and Sun Bancorp 1998 Stock Incentive Plan, all assumed by F.N.B. Corporation (File #333-150321).

 

4. Registration Statement on Form S-3 relating to the registration of FNB Financial Services, LP Subordinated Term Notes and Daily Notes (File #333-154802-01).

 

5. Registration Statement on Form S-3ASR relating to the registration of F.N.B. Corporation Fixed Rate Cumulative Perpetual Preferred Stock, Series C, and Warrant to purchase F.N.B. Corporation common stock (File #333-157104).

 

6. Registration Statement on Form S-3ASR relating to the shelf registration of F.N.B. Corporation common stock, preferred stock, debt securities, depository shares, warrants, stock purchase contracts, stock purchase units and units (File #333-159168).

 

7. Registration Statement on Form S-8 relating to the F.N.B. Corporation 401(k) Plan (File #333-162323).

 

8. Registration Statement on Form S-3ASR relating to the registration of FNB Financial Services, LP Subordinated Term Notes and Daily Notes (File #333-170070-01).

 

9. Registration Statement on Form S-8 relating to the 2007 Incentive Compensation Plan (File #333-176202).

 

10. Registration Statement on Form S-3 and Form S-8 relating to the following F.N.B. Corporation/Parkvale Financial Corporation Plans: 1993 Key Employee Stock Compensation Program; 1993 Directors’ Stock Option Plan; Amended and Restated 2004 Stock Incentive Plan, all assumed by F.N.B. Corporation (File #333-177050).

 

11. Registration Statement on Form S-3 relating to the Dividend Reinvestment and Stock Purchase Plan (File #333-179791).

 

12. Registration Statement on Form S-3ASR relating to the shelf registration of F.N.B. Corporation common stock, preferred stock, debt securities, depository shares, warrants, stock purchase contracts, stock purchase units and units (File #333-181418).

 

13. Registration Statement on Form S-3ASR relating to the registration of FNB Financial Services, LP Subordinated Term Notes and Daily Notes (File #333-184509-01).

 

14. Registration Statement on Form S-8 relating to the F.N.B. Corporation 401(k) Plan (File #333-185929).

 

15. Registration Statement on Form S-3 and Form S-8 relating to the following PVF Capital Corp. plans: 1996 Incentive Stock Option Plan; 2000 Incentive Stock Option and Deferred Compensation Plan; 2008 Equity Incentive Plan and 2010 Equity Incentive Plan, all assumed by F.N.B. Corporation (File #333-189708).

16. Registration Statement on Form S-3 and Form S-8 relating to the following BCSB Bancorp, Inc. plans: 1999 Stock Option Plan, as Amended and Restated and 2009 Equity Incentive Plan, both assumed by F.N.B. Corporation (File #333-192414).

 

17. Registration Statement on Form S-3ASR relating to the following F.N.B. Corporation plan: Dividend Reinvestment and Direct Stock Purchase Plan (File #333-202408).

 

18. Registration Statement on Form S-3ASR relating to the shelf registration of F.N.B. Corporation common stock, preferred stock, debt securities, depository shares, warrants, stock purchase contracts, and units (File #333-204274).

 

19. Registration Statement on Form S-8 relating to the F.N.B. Corporation Amended 2007 Incentive Compensation Plan (File #333-204986).

 

20. Registration Statement on Form S-3ASR relating to the registration of FNB Financial Services, LP Series 2015 Notes (File #333-207190-01).

 

21. Registration Statement on Form S-8 relating to the Metro Bancorp, Inc. Amended and Restated 2006 Employee Stock Option and Restricted Stock Plan assumed by F.N.B. Corporation (File #333-207334).

of our reports dated March 16, 2015, relating to the consolidated financial statements of Metro Bancorp, Inc. and the effectiveness of internal control over financial reporting of Metro Bancorp, Inc., which appear in the Company’s Annual Report to Shareholders on Form 10-K, which is incorporated by reference in this Current Report (Form 8-K/A) dated February 25, 2016.

/s/ BDO USA, LLP

BDO USA, LLP

Harrisburg, Pennsylvania

February 25, 2016

EX-23.2 3 d146801dex232.htm EX-23.2 EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Current Report on Form 8-K/A of our report dated March 15, 2013, relating to consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows of Metro Bancorp, Inc. and subsidiaries for the year ended December 31, 2012, included in its Annual Report (Form 10-K) for the year ended December 31, 2014.

/s/ Baker Tilly Virchow Krause, LLP

Pittsburgh, Pennsylvania

February 24, 2016