Exhibit 99.1
F.N.B. CORPORATION TO MERGE WITH PITTSBURGH-BASED NSD BANCORP, INC.
FINANCIAL SERVICES COMPANY TARGETING PITTSBURGH MARKET
Hermitage, PA - October 15, 2004 F.N.B. Corporation (NYSE: FNB) made another
significant move into the Pittsburgh market yesterday with the signing of a
definitive agreement to acquire NSD Bancorp, Inc. (NASDAQ: NSDB). NSD's
principal subsidiary, NorthSide Bank, has been serving its customers for 70
years and is the largest remaining independent community bank in Pittsburgh with
assets at June 30, 2004 of $532 million. When completed, the merger will
increase F.N.B.'s asset size to approximately $5.8 billion, further
strengthening its market position in Western Pennsylvania. The merger is subject
to certain conditions, including the approvals of NSD shareholders and bank
regulatory authorities.
The merger is valued at approximately $135.8 million dollars in a tax-free 100%
stock deal with a fixed exchange ratio of 1.8 F.N.B. Corporation shares for each
share of NSD Bancorp. This purchase price is equivalent to $39.01 per share for
NSD Bancorp shareholders, based upon F.N.B.'s closing price yesterday of $21.67.
F.N.B. expects the combination to be accretive to its earnings per share and to
its regulatory capital ratios in 2005.
"Our Pittsburgh growth strategy is the number one priority for F.N.B., and this
agreement is an important step toward achieving our goals," said Stephen
Gurgovits, F.N.B. Corporation's President and Chief Executive Officer.
"NorthSide Bank is headquartered on Pittsburgh's north side and has branches
extending from Fox Chapel to Cranberry, an attractive growth corridor. The
merger will place F.N.B. Corporation squarely in the midst of the fastest
growing and wealthiest communities in greater Pittsburgh."
The NSD merger follows F.N.B.'s acquisition in July, 2004 of Pittsburgh-based
Morrell, Butz, and Junker Insurance Agency, now renamed First National Insurance
Agency, as well as the acquisition of First National Bank of Slippery Rock,
which operates in the high growth market of Butler County, north of Pittsburgh,
that was completed on October 8, 2004.
"NorthSide Bank's franchise is a natural extension of our branch network and
provides F.N.B. with a significant presence in the northern suburbs of
Pittsburgh, which are attractive markets for our retail and commercial banking
businesses, as well as for our wealth management, mutual funds, annuities and
insurance activities," noted Gurgovits.
NorthSide operates eleven full-service branches and represents approximately
9.4% of the deposit base in its market area. Its deposits of $394 million at
June 30, 2004 have grown 32% over the past four years. When combined with First
National Bank of Pennsylvania, it will be part of a network of 141 branches, and
enjoy the fourth largest market share in the markets in which it operates.
"There are many benefits to our shareholders, customers, and employees from this
merger," noted Andrew Hasley, President of NSD Bancorp, Inc. and NorthSide Bank.
"Our shareholders will enjoy the improved liquidity and enhanced dividend return
that is part of owning shares of F.N.B. Corporation. Our customers will benefit
from being part of a larger organization that can offer greater convenience
through additional locations, banking products, and expanded services in wealth
management, mutual funds, annuities and insurance. Our customers will
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also enjoy higher lending limits, a real asset to the growing businesses that
depend on us to help fund their expansion needs. Finally, our employees will
have increased opportunities for advancement in the larger organization."
As part of the agreement, one current NSD Bancorp director will be added to the
F.N.B. Corporation Board of Directors, and three current NSD Bancorp directors
will be added to the Board of Directors of First National Bank of Pennsylvania.
In addition, Andrew W. Hasley, NSD Bancorp's President, will be named President
and Chief Executive Officer of First National Bank's new Pittsburgh region.
The merger is expected to close in the first quarter of 2005. Analysts, media,
individual investors, and interested parties are invited to participate in a
conference call on Friday, October 15, at 2:00 p.m. through a direct dial-in
line at 1-800-346-7359, with the entry code #3044. For those unable to listen to
the live call, a replay can be accessed after the call's conclusion until
October 20, 2004. The replay number is 1-800-332-6854, with the entry code
#3044. A transcript of the presentation will be posted on the F.N.B. web site.
ABOUT NSD BANCORP, INC.
NSD Bancorp, Inc. is a bank holding company that provides a full range of retail
and commercial financial products and services to customers in the Pittsburgh
metropolitan area through its wholly owned subsidiary bank, NorthSide Bank.
NorthSide Bank was organized in 1934. With over 50,000 retail and business
accounts and approximately 150 full-time equivalent employees, NorthSide Bank
operates through a network of eleven offices in Allegheny and Butler counties,
Pennsylvania. In addition to providing traditional banking services, NorthSide
Bank offers retail investment advisory, brokerage and insurance services.
NorthSide Bank also provides title searches and other real estate settlement
services through its wholly owned subsidiary, NSB Financial Services, LLC a
licensed title insurance agency. NSD Bancorp, Inc. and NorthSide Bank are
headquartered in Pittsburgh, Pennsylvania.
NSD Bancorp's common stock is quoted on and traded through NASDAQ under the
symbol NSDB. For more information visit NSD Bancorp's web site at
http://www.nsdbancorp.com.
ABOUT F.N.B. CORPORATION
F.N.B. Corporation, headquartered in Hermitage, PA, has total assets of $5.2
billion, following its recently completed merger with Slippery Rock Financial
Corporation. F.N.B. is a leading provider of banking, wealth management,
insurance, and consumer finance services in Western Pennsylvania and Eastern
Ohio, where it owns and operates First National Bank of Pennsylvania, First
National Trust Company, First National Investment Services Company, F.N.B.
Investment Advisors, Inc., First National Insurance Agency, Inc., and Regency
Finance Company. F.N.B. also operates consumer finance offices in Tennessee.
Mergent Inc., a leading provider of business and financial information on
publicly traded companies, has recognized F.N.B. as a Dividend Achiever. This
annual recognition is based on the Corporation's outstanding record of increased
dividend performance. The Corporation has consistently increased dividend
payments for 30 consecutive years.
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The common stock of F.N.B. Corporation trades on the New York Stock Exchange
under the symbol FNB. Investor information can be obtained on F.N.B.'s website
at http://www.fnbcorporation.com.
This press release contains "forward-looking" statements as defined in the
Private Securities Litigation Reform Act of 1995, which are based on F.N.B.'s
and NSD's current expectations, estimates and projections about future events.
This may include statements regarding the timing of the closing of the
transaction, the timing and success of integration efforts once the transaction
is complete, F.N.B.'s expectations or ability to realize growth and efficiencies
through the acquisition of NSD Bancorp and the impact of the transaction on
F.N.B.'s business. These statements are not historical facts or guarantees of
future performance, events or results. Such statements involve potential risks
and uncertainties, such as whether the merger will be approved by the
shareholders of NSD Bancorp or by regulatory authorities, whether each of the
other conditions to closing set forth in the merger agreement will be met and
the general effects of financial, economic, regulatory and political conditions
affecting the banking and financial services industries. Accordingly, actual
results may differ materially. F.N.B. and NSD Bancorp undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
WHERE TO FIND ADDITIONAL INFORMATION ABOUT THE MERGER
NSD Bancorp, Inc. and F.N.B. Corporation intend to file a proxy
statement/prospectus and other relevant materials with the SEC in connection
with the merger. The proxy statement/prospectus will be mailed to shareholders
of NSD Bancorp. Investors and security holders of NSD are urged to read the
proxy statement/prospectus and the other relevant materials when they become
available because they will contain important information about NSD, F.N.B. and
the merger.
The proxy statement/prospectus and other relevant materials (when they become
available), and any other documents filed by NSD or F.N.B. with the SEC, may be
obtained free of charge at the SEC's Web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents filed
with the SEC by NSD by contacting William C. Marsh, NSD Bancorp, Inc., 5004
McKnight Road, Pittsburgh, PA 15237, telephone (412) 366-8340. Investors and
security holders may obtain free copies of the documents filed with the SEC by
F.N.B. Corporation by contacting James Orie, F.N.B. Corporation, One F.N.B.
Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317.
Investors and security holders are urged to read the proxy statement/prospectus
and the other relevant materials when they become available before making any
voting or investment decision with respect to the merger.
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CONTACTS: MEDIA - Kathryn Lima, (724) 981-4318
(724) 301-6984 (cell)
ANALYSTS/INSTITUTIONAL INVESTORS - John Waters, 239-514-2643
239-272-6495 (cell)
INDIVIDUAL SHAREHOLDERS -
Shareholder Services, 888-441-4362
www.fnbcorporation.com