1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of F.N.B. Corporation, and
the several undersigned Officers and Directors thereof whose signatures appear
below, hereby makes, constitutes and appoints John D. Waters, its, his and her
true and lawful attorney with power to act without any other and with full power
of substitution, to execute, deliver and file in its, his and her name and on
its, his and her behalf, and in each of the undersigned Officer's and Director's
capacity or capacities as shown below, (a) a Registration Statement of F.N.B.
Corporation on Form S-4 (or other appropriate form) with respect to the
registration under the Securities Act of 1933, as amended, of up to 3,120,667
shares of common stock, par value $2.00 per share, of F.N.B. Corporation, to be
issued in exchange for shares of common stock, par value $.10 per share, of
Southwest Banks, Inc., upon consummation of the proposed merger of Southwest
Affiliation Corporation, a wholly-owned subsidiary of F.N.B. Corporation, with
and into Southwest Banks, Inc., and any and all documents in support thereof or
supplemental thereto and any and all amendments, including any and all post-
effective amendments, to the foregoing (hereinafter called the "Registration
Statement"), and (b) such registration statements, petitions, applications,
consents to service of process or other instruments, any and all documents in
support thereof or supplemental thereto, and any and all amendments or
supplements to the foregoing, as may be necessary or advisable to qualify or
register the securities covered by said Registration Statement under such
securities laws, regulations or requirements as may be applicable; and each of
F.N.B. Corporation and said Officers and Directors hereby grants to said
attorney full power and authority to do and perform each and every act and thing
whatsoever as said attorney may deem necessary or advisable to carry out fully
the intent of this power of attorney to the same extent and with the same effect
as F.N.B. Corporation might or could do, and as each of said Officers and
Directors might or could do personally in his or her capacity or capacities as
aforesaid, and each of F.N.B. Corporation and said Officers and Directors hereby
ratifies and confirms all acts and things which said attorney might do or cause
to be done by virtue of this power of attorney and its, his or her signature as
the same may be signed by said attorney, or any of them, to any or all of the
following (and/or any and all amendments and supplements to any or all thereof):
such Registration Statement under the Securities Act of 1933, as amended, and
all such registration statements, petitions, applications, consents to service
of process and other instruments, and any and all documents in support thereof
or supplemental thereto, under such securities laws, regulations and
requirements as may be applicable.
2
IN WITNESS WHEREOF, F.N.B. Corporation has caused this power of attorney to
be signed on its behalf, and each of the undersigned Officers and Directors in
the capacity or capacities noted has hereunto set his or her hand as of the date
indicated below.
F.N.B. CORPORATION
(Registrant)
By: /s/ PETER MORTENSEN
------------------------------------
Peter Mortensen
Chairman and President
Dated: March 19, 1996
/s/ PETER MORTENSEN Chairman, President and Director March 19, 1996
- --------------------------------------------- (Principal Executive Officer)
Peter Mortensen
/s/ STEPHEN J. GURGOVITS Executive Vice President and March 19, 1996
- --------------------------------------------- Director
Stephen J. Gurgovits
/s/ SAMUEL K. SOLLENBERGER Vice President and Director March 21, 1996
- ---------------------------------------------
Samuel K. Sollenberger
/s/ WILLIAM J. RUNDORFF Executive Vice President March 19, 1996
- ---------------------------------------------
William J. Rundorff
/s/ JOHN W. ROSE Executive Vice President March 17, 1996
- ---------------------------------------------
John W. Rose
/s/ JOHN D. WATERS Vice President and Chief March 17, 1996
- --------------------------------------------- Financial Officer (Principal
John D. Waters Financial and
Accounting Officer)
/s/ W. RICHARD BLACKWOOD Director March 20, 1996
- ---------------------------------------------
W. Richard Blackwood
/s/ WILLIAM B. CAMPBELL Director March 20, 1996
- ---------------------------------------------
William B. Campbell
/s/ CHARLES T. CRICKS Director March 19, 1996
- ---------------------------------------------
Charles T. Cricks
/s/ HENRY M. EKKER, ESQ. Director March 19, 1996
- ---------------------------------------------
Henry M. Ekker, Esq.
Director March , 1996
- ---------------------------------------------
Thomas C. Elliott
/s/ THOMAS W. HODGE Director March 20, 1996
- ---------------------------------------------
Thomas W. Hodge
3
/s/ GEORGE E. LOWE, D.D.S. Director March 20, 1996
- ---------------------------------------------
George E. Lowe, D.D.S.
/s/ PAUL P. LYNCH Director March 19, 1996
- ---------------------------------------------
Paul P. Lynch
/s/ JAMES B. MILLER Director March 20, 1996
- ---------------------------------------------
James B. Miller
/s/ ROBERT S. MOSS Director March 20, 1996
- ---------------------------------------------
Robert S. Moss
/s/ JOHN R. PERKINS Director March 19, 1996
- ---------------------------------------------
John R. Perkins
/s/ WILLIAM A. QUINN Director March 22, 1996
- ---------------------------------------------
William A. Quinn
/s/ GEORGE A. SEEDS Director March 20, 1996
- ---------------------------------------------
George A. Seeds
/s/ WILLIAM J. STRIMBU Director March 19, 1996
- ---------------------------------------------
William J. Strimbu
/s/ ARCHIE O. WALLACE Director March 25, 1996
- ---------------------------------------------
Archie O. Wallace
/s/ JOSEPH M. WALTON Director March 20, 1996
- ---------------------------------------------
Joseph M. Walton
/s/ JAMES T. WELLER Director March 20, 1996
- ---------------------------------------------
James T. Weller
/s/ ERIC J. WERNER, ESQ. Director March 20, 1996
- ---------------------------------------------
Eric J. Werner, Esq.
/s/ DONNA C. WINNER Director March 19, 1996
- ---------------------------------------------
Donna C. Winner
4
RESOLUTION 2-2-96-1
F.N.B. CORPORATION
RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
AT A MEETING HELD ON FEBRUARY 2, 1996
APPROVING MERGER WITH SOUTHWEST BANKS, INC.
* * *
WHEREAS, it is proposed that F.N.B. Corporation, a Pennsylvania
corporation (the "Corporation") enter into an Agreement and Plan of Merger (as
it may be amended or supplemented from time to time, the "Merger Agreement"),
among the Corporation, Southwest Affiliation Corporation, a Florida corporation
and a wholly-owned subsidiary of the Corporation ("SWAC"), and Southwest Banks,
Inc., a Florida corporation ("Southwest"); and
WHEREAS, it is proposed that immediately after the execution of the
Merger Agreement the Corporation enter into a Stock Option Agreement between
Southwest, as issuer, and the Corporation, as grantee (the "Stock Option
Agreement"); and
WHEREAS, the Merger Agreement provides for, among other things, at the
Effective Time (as defined in the Merger Agreement), the merger of SWAC with and
into Southwest (the "Merger") and the conversion of each outstanding share of
common stock of Southwest, par value $0.10 per share ("Southwest Common Stock")
into the right to receive 0.78 shares of common stock of the Corporation, par
value $2 per share ("Corporation Common Stock"), as set forth in the Merger
Agreement; and
WHEREAS, at this meeting of the Board of Directors of the Corporation
(the "Board of Directors"), the Board of Directors reviewed with management and
the Corporation's legal and financial advisors the Merger, the terms of the
Merger Agreement and Stock Option Agreement, and the transactions contemplated
thereby; and
WHEREAS, the Board of Directors finds that the Merger and the other
transactions contemplated by the Merger Agreement are fair to and in the best
interests of the Corporation and its stockholders.
5
NOW, THEREFORE, BE IT:
[Approval of the Merger Agreement and the
Transactions Contemplated Thereby]
RESOLVED, that based upon the presentations made to the Board of
Directors at this meeting and upon such other matters as are deemed relevant by
the Board of Directors, the Board of Directors finds that the Merger and the
other transactions contemplated by the Merger Agreement are fair to and in the
best interests of the Corporation and its stockholders, and hereby approves and
adopts the Merger, the Merger Agreement, and the Stock Option Agreement and the
transactions contemplated thereby; and
FURTHER RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized and directed for and on behalf of the
Corporation, to execute and deliver the Merger Agreement in substantially the
form attached hereto as Exhibit A, with such changes therein as the proper
officers executing the same, with the advice of counsel, may approve, the
execution thereof by any such officer conclusively to evidence the due
authorization thereof by this Board of Directors; and
FURTHER RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized and directed for and on behalf of the
Corporation to execute and deliver the Stock Option Agreement, in substantially
the form attached hereto as Exhibit B, with such changes therein as the proper
officers executing the same, with the advice of counsel, may approve, the
execution thereof by any such officer conclusively to evidence the due
authorization thereof by this Board of Directors; and
[Creation, Issuance, and Registering
of Shares of Corporation Common Stock]
FURTHER RESOLVED, that the Corporation hereby reserves, sets aside and
authorizes for issuance the amount of authorized but unissued shares of
Corporation Common Stock (the "Shares") necessary to be issued to consummate the
transactions contemplated by the Merger Agreement (including the Shares to be
reserved for issuance pursuant to the conversion of the Southwest Options (as
defined in the Merger Agreement)), and that the appropriate officers of the
Corporation be, and each of them hereby is, authorized and empowered to issue
the Shares, or such portion thereof, as may be necessary to consummate the
Merger in accordance with and pursuant to the Merger Agreement; and
-2-
6
FURTHER RESOLVED, that the Corporation issue the Shares in accordance
with the Merger Agreement at the Effective Time of the Merger (as set forth in
the Merger Agreement); and
FURTHER RESOLVED, that the Shares, when issued and distributed in
accordance with and pursuant to the Merger Agreement, shall be fully paid and
non-assessable and the holders of such Shares shall be subject to no further
call or liability with respect thereto; and
FURTHER RESOLVED, that, in connection with the issuance of the Shares
pursuant to the Merger Agreement, the appropriate officers of the Corporation
be, and each of them hereby is, authorized, empowered and directed to execute
and file with the Securities and Exchange Commission (the "SEC") a Registration
Statement on Form S-4 (the "Registration Statement") with respect to the Shares
to be issued upon consummation of the Merger or such other form as such
officers, upon advice of counsel, may determine to be necessary or appropriate
to execute and file all such other instruments and documents, and to do all such
other acts and things in connection with the Registration Statement, including
the execution and filing of such amendment or amendments (including any
post-effective amendments) thereto, as they may deem necessary or advisable to
effect such filings and to procure the effectiveness of the Registration
Statement (and any such post-effective amendments thereto) and to make such
supplements to a prospectus for delivery to the stockholders of Southwest (the
"Prospectus") forming a part of said Registration Statement as may be required
or otherwise as they may deem advisable; and
FURTHER RESOLVED, that it is desirable and in the best interests of the
Corporation that the Shares to be issued in accordance with and pursuant to the
Merger Agreement be qualified or registered for distribution in various states
where appropriate, that the proper officers of the Corporation be, and each of
them hereby is, authorized, empowered and directed to determine the states in
which appropriate action shall be taken to qualify or register for distribution
the Shares as such officers may deem advisable; that such officers be, and each
of them hereby is, authorized, empowered and directed to perform on behalf of
the Corporation any and all such acts as they may deem necessary or advisable in
order to comply with the applicable laws of any such states, and in connection
therewith to execute and file all requisite papers and documents, including,
without limitation, resolutions, applications, reports, surety bonds,
irrevocable consents and appointments of attorneys for service of process;
-3-
7
and the execution by such officers of any such paper or document or the doing by
them of any act in connection with the foregoing matters shall establish
conclusively their authority therefor from the Corporation and the approval and
ratification by the Corporation of the papers and documents so executed and the
actions so taken; and
FURTHER RESOLVED, that the foregoing officers be, and each of them
hereby is, authorized, empowered and directed to do any and all things which in
their judgment may be necessary or appropriate in order to obtain a permit,
exemption, registration or qualification for, and a dealer's license with
respect to, the distribution of the Shares in accordance with and under the
securities or insurance laws of any one or more of the states as such officers
may deem advisable, and in connection therewith to execute, acknowledge, verify,
deliver, file and publish all applications, reports, resolutions, consents,
consents to service of process, powers of attorneys, commitments and other
papers and instruments as may be required under such laws and to take any and
all further action which they may deem necessary or appropriate in order to
secure and to maintain such permits, exemptions, registrations and
qualifications in effect for so long as they shall deem in the best interests of
the Corporation; and
FURTHER RESOLVED, that Chemical Mellon Shareholder Services be, and it
hereby is, appointed Transfer Agent and Registrar for the Shares; that Chemical
Mellon Shareholder Services be, and it hereby is, vested with all the power and
authority as Transfer Agent and Registrar with respect to the Shares as it has
heretofore been vested with for the shares of Corporation Common Stock currently
issued and outstanding; and that, if determined to be necessary or advisable by
the appropriate officers of the Corporation, Chemical Mellon Shareholder
Services may be appointed Exchange Agent for the Merger; and
[Regulatory Matters]
FURTHER RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized and directed, on behalf of and in the name of
this Corporation, to prepare, sign and file, or cause to be filed, with any
applicable federal, state or foreign country regulatory or supervisory body,
including, without limitation, the Board of Governors of the Federal Reserve
System and all appropriate state banking, financial institutions, or insurance
regulatory authorities, all applications, requests for approval, consents,
interpretations, or other determinations, notices and other information and
documents, and any modifications or
-4-
8
supplements thereto, as may be necessary or convenient in connection with the
Merger and the Merger Agreement and the Stock Option Agreement and the
transactions contemplated thereby, together with all agreements and other
information and documents required or appropriate, and any publications
required, in connection therewith; and
FURTHER RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized and directed for, on behalf of and in the
name of this Corporation, to prepare, sign and file, or cause to be filed, with
the Securities and Exchange Commission any and all statements, reports or other
information concerning the Merger or related or incidental thereto, which may be
deemed advisable or may be required under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the
"Securities Act"), including without limitation the Prospectus and Registration
Statement, together with any other documents required or appropriate in
connection therewith; and
FURTHER RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized in the name and on behalf of the Corporation,
to take all such other actions and to execute all such documents as such officer
may deem necessary or appropriate for compliance with the Securities Act, the
Exchange Act, or any applicable state securities or similar laws, in connection
with the transactions contemplated by the Merger Agreement; and
FURTHER RESOLVED, that, without limiting the foregoing, the proper
officers of the Corporation be, and each of them hereby is, authorized and
directed, in the name and on behalf of the Corporation to prepare all
documentation, to effect all filings and to obtain all permits, consents,
approvals and authorizations of all third parties, regulatory authorities and
other governmental authorities necessary to consummate the transactions
contemplated by the Merger Agreement, to execute personally or by
attorney-in-fact any such required filings or amendments or supplements to any
of the foregoing, and to cause any such required filings and any amendments
thereto to become effective or otherwise approved; and
[Miscellaneous]
FURTHER RESOLVED, that the Board of Directors hereby adopts, as if
expressly set forth herein, the form of any resolution required by any authority
to be filed in connection with any applications, consents to service, issuer's
-5-
9
covenants or other documents, applications, reports or filings relating to the
foregoing resolutions if (i) in the opinion of the officers of the Corporation
executing same, the adoption of such resolutions is necessary or desirable and
(ii) the Secretary or an Assistant Secretary of the Corporation evidences such
adoption by inserting in the minutes of this meeting copies of such resolutions,
which will thereupon be deemed to be adopted by the Board of Directors with the
same force and effect as if presented at this meeting; and
FURTHER RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized and directed, in the name of and on behalf of
the Corporation, to take or cause to be taken any and all action which they may
deem necessary or appropriate to communicate the position of the Board of
Directors, as set forth in these resolutions, to the Corporation's stockholders,
including, without limitation, the dissemination of such position by means of
press releases, the taking of any such action conclusively to evidence the due
authorization and approval thereof by the Board; and
FURTHER RESOLVED, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name of and
on behalf of the Corporation, to execute and deliver or cause to be executed and
delivered any and all agreements, amendments, certificates, reports,
applications, notices, letters or other documents and to do or cause to be done
any and all such other acts and things as, in the opinion of any such officer,
may be necessary, appropriate or desirable in order to enable the Corporation
fully and promptly to carry out the purposes and intent of the foregoing
resolutions and any such action taken or any agreement, amendment, certificate,
report, application, notice, letter or other document executed and delivered by
them or any of them in connection with any such action shall be conclusive
evidence of their or his authority to take, execute and deliver the same; and
FURTHER RESOLVED, that all actions heretofore taken by any of the
directors, officers, representatives or agents of the Corporation or any of its
affiliates in connection with the Merger and any other transactions contemplated
in the Merger Agreement or otherwise referred to in the foregoing resolutions
be, and each of the same hereby is, ratified, confirmed and approved in all
respects as the act and deed of the Corporation.
-6-
10
CERTIFICATE OF SECRETARY
I, David B. Mogle, Secretary of F.N.B. Corporation, a Pennsylvania
corporation (the "Corporation"), do hereby certify that the foregoing is a true
and correct copy of resolutions duly adopted by the Board of Directors of the
Corporation in accordance with the By-laws of the Corporation on February 2,
1996 and that said resolutions are in full force and effect and have not been
amended or rescinded.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of the
Corporation this 20th day of March, 1996.
/s/ DAVID B. MOGLE
--------------------------------------
DAVID B. MOGLE, SECRETARY