As filed with the Securities and Exchange Commission on October 30, 1998
Registration No. 333-58727
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
REGISTRATION STATEMENT ON FORM S-4
Under the Securities Act of 1933
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, PA 16148
(Address of Principal (zip code)
Executive Offices)
CITIZENS HOLDING CORPORATION
STOCK OPTION PLAN
(Full Title of Plans)
_____________________
Peter Mortensen
Chairman and Chief Executive Officer
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, PA 16148
(Name and address of agent for service)
(724) 981-6000
(Telephone number, including area code, of agent for service)
___________________
This Post-Effective Amendment No. 1 covers shares of the Registrant's
Common Stock originally registered on the Registration Statement on Form S-4
to which this is an amendment. The registration fees in respect of such
shares of Common Stock were paid at the time of the original filing of the
Registration Statement on Form S-4 relating thereto.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
The documents constituting a Prospectus ("Prospectus") with respect to
this Post-Effective Amendment No.1 on Form S-8 to the Registration
Statement on Form S-4 of F.N.B. Corporation ("FNB" or the "Corporation")
are kept on file at the offices of the Corporation in accordance with Rule
428 promulgated pursuant to the Securities Act of 1933, as amended (the
"Securities Act"). The Corporation will provide without charge to
participants in the Citizens Holding Corporation Stock Option Plan on the
written or oral request of any such person, a copy of any or all of the
documents constituting a prospectus. Written requests for such copies
should be directed to John D. Waters, Principal Financial and Accounting
Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, Pennsylvania
16148. Telephone requests may be directed to (724) 981-6000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Corporation with the Securities
and Exchange Commission (the "Commission") are incorporated by reference
into this Registration Statement:
1. FNB's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
2. FNB's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1998, and June 30, 1998;
3. The Corporation's Current Reports of Form 8-K filed February
13, 1998, April 3, 1998, July 6, 1998 and October 29, 1998,
which included consolidated financial statements and
supplemental consolidated financial statements for the years
ended December 31, 1997, 1996, and 1995 with Reports of
Independent Auditors and Management's Discussion and
Analysis.
4. FNB's definitive Proxy Statement filed with the Commission
pursuant to Section 14 of the Securities Exchange Act of
1934, as amended, (the "Exchange Act"), in connection with
the Annual Meeting of Shareholders of FNB held on April 29,
1998; and
5. The description of FNB's Common Stock, par value $2.00 per
share (the "Common Stock"), contained in FNB's Registration
Statement filed under Section 12 of the Exchange Act,
including all amendments and reports updating such
description.
All documents subsequently filed by FNB with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to
the effectiveness of this Registration Statement, and prior to the filing
of a post-effective amendment to this Registration Statement which
indicates that all securities offered by this Registration Statement have
been sold or which de-registers all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration and shall
be deemed to be a part of this Registration Statement from the date of the
filing of such document.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The supplemental consolidated financial statements of FNB at December
31, 1997 and 1996, and for each of the three years in the period ended
December 31, 1997, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon, which is based in part on
the reports of Hill, Barth & King, Inc., independent auditors who audited
Southwest Banks, Inc., PricewaterhouseCoopers LLP, independent auditors who
audited West Coast Bancorp, Inc., and Hacker, Johnson, Cohen & Grieb PA,
independent auditors who audited Seminole Bank and Citizens Holding
Corporation. Such reports are included in FNB's current report on Form 8-K
dated October 29, 1998, and incorporated herein by reference.
The consolidated financial statements of FNB at December 31, 1997 and
1996, and for each of the three years in the period ended December 31,
1997, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon, which is based in part on the reports of
Hill, Barth & King, Inc., independent auditors who audited Southwest Banks,
Inc., PricewaterhouseCoopers LLP, independent auditors who audited West Coast
Bancorp, Inc., and Hacker, Johnson, Cohen & Grieb PA, independent auditors
who audited Seminole Bank. Such reports are included in FNB's current
report on Form 8-K dated July 6, 1998, and incorporated herein by
reference.
The financial statements referred to above are included in reliance
upon such reports given on the authority of such firms as experts in
accounting and auditing.
The legality of the securities offered hereby will be passed upon by
Cohen & Grigsby, P.C., Pittsburgh, Pennsylvania, counsel to FNB.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The effect of charter, by-law, statutory and other provisions whereby
the directors and officers of FNB may be insured or indemnified against
liability as officers and directors are set out below:
Article IX of the Bylaws of the Corporation provides that the
Corporation shall indemnify each director and officer of the Corporation
and of its controlled subsidiaries made or threatened to be made a party to
any civil, criminal, administrative or investigative action, suit or
proceeding (whether brought by or in the name of the Corporation or
otherwise) arising out of such director's or officer's service to the
Corporation or to another organization at the Corporation's request against
all expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such director and officer
in connection with such action, suit or proceeding. Indemnification shall
not be made with respect to actions, suits or proceedings where the act or
omission giving rise to the claim for indemnification has been determined
to have constituted willful misconduct or recklessness or where prohibited
by law. In addition, expenses incurred by each director and officer in
defending any such action, suit or proceeding, shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if an undertaking (in form and scope satisfactory to the
Corporation) shall have been furnished to the Corporation to repay amounts
so advanced if and to the extent it shall ultimately be determined that
such officer or director is not entitled to indemnification and certain
other conditions shall have been satisfied. The Corporation may purchase
and maintain insurance, create a fund of any nature, grant a security
interest or otherwise secure or insure in any manner its indemnification
obligations.
Section 1741 of the Pennsylvania Business Corporation Law provides
that a corporation shall (subject to the provisions described in the second
succeeding paragraph) have the power to indemnify any person who was or is
a party, or is threatened to be made a party, to any threatened, pending or
completed action 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 person 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 Business Corporation Law provides
that a corporation shall (subject to the provisions described in the
succeeding paragraph) have the power to indemnify any person who was or is
a party, or is threatened to be made a party, to any threatened, pending or
completed action 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 or
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 Business Corporation Law, any
such indemnification (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the 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.
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 Business Corporation Law,
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 Business Corporation Law 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 another capacity
while holding that office. A corporation may create a fund of any nature,
which may, but need not be, under the control of a trustee, or otherwise
secure or 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 the 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 and the person for whose
benefit indemnification shall or may be made and accordingly are
incorporated herein by reference.
ITEM 8. EXHIBITS.
5.1 Opinion of Cohen & Grigsby, P.C. regarding legality of the
securities *
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hill, Barth & King, Inc.
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Hacker, Johnson, Cohen & Grieb PA
23.5 Consent of Hacker, Johnson, Cohen & Grieb PA
23.6 Consent of Cohen & Grigsby, P.C., (included in opinion filed
as Exhibit 5.1.) *
24.1 Power of Attorney *
99.1 Citizens Holding Corporation Stock Option Plan
* Previously filed as an exhibit to the Corporation's Registration
Statement on Form S-4 to which this is a Post-Effective Amendment No.1.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering undertaking:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represents a fundamental change in the information set
forth in the Registration Statement;
(iii) 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;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Corporation pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference undertaking:
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Corporation'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) Filing of Registration Statement on Form S-8 undertaking:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 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 October 30, 1998.
F.N.B. CORPORATION
By/s/ Peter Mortensen
--------------------------
Peter Mortensen, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Peter Mortensen, John D. Waters and
William J. Rundorff, and each of them, his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully and to all intents
and purposes as he might do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or either of them, or their or his
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Peter Mortensen Chairman, Chief Executive October 30, 1998
- ------------------------ Officer and Director
Peter Mortensen (Principal Executive Officer)
/s/ Stephen J. Gurgovits Vice Chairman and Director October 30, 1998
- ------------------------
Stephen J. Gurgovits
/s/ Gary L. Tice President, Chief Operating October 30, 1998
- ------------------------ Officer and Director
Gary L. Tice
/s/ William J. Rundorff Executive Vice President October 30, 1998
- ------------------------
William J. Rundorff
/s/ John D. Waters Vice President and Chief October 30, 1998
- ------------------------ Financial Officer (Principal
John D. Waters Financial and Accounting Officer)
/s/ W. Richard Blackwood Director October 30, 1998
- ------------------------
W. Richard Blackwood
/s/ William B. Campbell Director October 30, 1998
- ------------------------
William B. Campbell
/s/ Charles T. Cricks Director October 30, 1998
- ------------------------
Charles T. Cricks
/s/ Henry M. Ekker Director October 30, 1998
- ------------------------
Henry M. Ekker, Esq.
/s/ Thomas C. Elliot Director October 30, 1998
- ------------------------
Thomas C. Elliott
/s/ Thomas W. Hodge Director October 30, 1998
- ------------------------
Thomas W. Hodge
/s/ James S. Lindsey Director October 30, 1998
- ------------------------
James S. Lindsey
/s/ Paul P. Lynch Director October 30, 1998
- ------------------------
Paul P. Lynch
/s/ Edward J. Mace Director October 30, 1998
- ------------------------
Edward J. Mace
/s/ James B. Miller Director October 30, 1998
- ------------------------
James B. Miller
/s/ Robert S. Moss Director October 30, 1998
- ------------------------
Robert S. Moss
/s/ Richard C. Myers Director October 30, 1998
- ------------------------
Richard C. Myers
/s/ William A. Quinn Director October 30, 1998
- ------------------------
William A. Quinn
/s/ George A. Seeds, Jr. Director October 30, 1998
- ------------------------
George A. Seeds, Jr.
/s/ William J. Strimbu Director October 30, 1998
- ------------------------
William J. Strimbu
/s/ Archie O. Wallace Director October 30, 1998
- ------------------------
Archie O. Wallace
/s/ Joseph M. Walton Director October 30, 1998
- ------------------------
Joseph M. Walton
/s/ James T. Weller Director October 30, 1998
- ------------------------
James T. Weller
/s/ Eric J. Werner Director October 30, 1998
- ------------------------
Eric J. Werner
/s/ R. Benjamin Wiley Director October 30, 1998
- ------------------------
R. Benjamin Wiley
/s/ Donna C. Winner Director October 30, 1998
- ------------------------
Donna C. Winner
EXHIBIT INDEX
5.1 Opinion of Cohen & Grigsby, P.C. regarding legality of the
securities *
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hill, Barth & King, Inc.
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Hacker, Johnson, Cohen & Grieb PA
23.5 Consent of Hacker, Johnson, Cohen & Grieb PA
23.6 Consent of Cohen & Grigsby, P.C., included in opinion filed as
Exhibit 5.1 *
24.1 Power of Attorney *
99.1 Citizens Holding Corporation Stock Option Plan
* Previously filed as an exhibit to the Corporation's Registration
Statement on Form S-4 to which this is Post-Effective Amendment No.1.
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interest of
Named Experts and Counsel" in the Post Effective Amendment No.1 on Form S-8
to the Registration Statement on Form S-4 (No. 333-58727) pertaining to the
Citizens Holding Corporation Stock Option Plan and to the incorporation by
reference therein of our report dated October 28, 1998, with respect to the
supplemental consolidated financial statements of F.N.B. Corporation and
subsidiaries included in its current report on Form 8-K dated October 29,
1998, and our report dated June 11, 1998, 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 6, 1998, filed with the Securities and
Exchange Commission.
/s/ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
October 29, 1998
EXHIBIT 23.2
CONSENT OF HILL, BARTH & KING, INC., INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interest of
Named Experts and Counsel" in this Post Effective Amendment No.1 on Form S-
8 to the Registration Statement on Form S-4 No. 333-58727 pertaining to the
Citizens Holding Corporation Stock Option Plan to the incorporation by
reference therein of our report dated January 22, 1997 relating to
consolidated financial statements of Southwest Banks, Inc., which have been
incorporated into the supplemental consolidated financial statements of
F.N.B. Corporation and Subsidiaries for the year ended December 31, 1997,
by reference in the Current Report on Form 8-K dated October 29, 1998, and
into the consolidated financial statements of F.N.B. Corporation and
subsidiaries included in its Current Report on Form 8-K dated July 6, 1998,
filed with the Securities and Exchange Commission.
/s/HILL, BARTH & KING, INC.
CERTIFIED PUBLIC ACCOUNTANTS
Naples, Florida
October 27, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post Effective
Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 No.
333-58727 pertaining to the Citizens Holding Corporation Stock Option Plan
of our report dated January 24, 1997, included as Exhibit 99.3 to F.N.B.
Corporation's consolidated financial statements included in its current
report on Form 8-K filed July 6, 1998, and the supplemental consolidated
financial statements included in its current report on Form 8-K filed
October 29, 1998, with respect to our audits of the consolidated financial
statements of West Coast Bancorp, Inc. as of December 31, 1996 and 1995, and
for the years ended December 31, 1996 and 1995. We also consent to the
reference to our firm under the caption "Interest of Named Experts and Counsel."
/s/PRICEWATERHOUSECOOPERS LLP
Tampa, Florida
October 29, 1998
EXHIBIT 23.4
CONSENT OF HACKER, JOHNSON, COHEN & GRIEB PA,
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interest of
Named Experts and Counsel" in this Post Effective Amendment No.1 on Form
S-8 to the Registration Statement on Form S-4 No. 333-58727 pertaining to the
Citizens Holding Corporation Stock Option Plan to the incorporation by
reference therein of our report dated January 9, 1998, relating to the
financial statements of Seminole Bank, which have been incorporated into
the consolidated financial statements of F.N.B. Corporation and
Subsidiaries for the year ended December 31, 1997, by reference in the
current report on Form 8-K dated July 6, 1998.
/s/HACKER, JOHNSON, COHEN & GRIEB PA
HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
October 29, 1998
EXHIBIT 23.5
CONSENT OF HACKER, JOHNSON, COHEN & GRIEB PA,
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interest of
Named Experts and Counsel" in this Post Effective Amendment No.1 on Form
S-8 to the Registration Statement on Form S-4 No. 333-58727 pertaining to the
Citizens Holding Corporation Stock Option Plan to the incorporation by
reference therein of our reports dated January 9, 1998, relating to the
financial statements of Seminole Bank and January 9, 1998, except for Note
18, as to which the date was April 6, 1998, relative to the financial
statements of Citizens Holding Corporation, which have been incorporated
into the supplemental consolidated financial statements of F.N.B.
Corporation and Subsidiaries for the year ended December 31, 1997, by
reference in the current report on Form 8-K dated October 29, 1998.
/s/HACKER, JOHNSON, COHEN & GRIEB PA
HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
October 29, 1998