EXHIBIT 99.1
F.N.B. CORPORATION
(NASDAQ: FBAN)
WWW.FNBCORPORATION.COM NAPLES, FL 34102
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FOR IMMEDIATE RELEASE
DATE: January 18, 2002
CONTACT: Clay W. Cone
Vice President-Corporate Affairs
941-436-1676
F.N.B. CORPORATION AND PROMISTAR FINANCIAL CORPORATION
FORMALLY COMPLETE THEIR MERGER
NAPLES, FL, January 18 - F.N.B. Corporation and Promistar Financial Corporation
today announced that they have completed their merger. The combined company,
which will operate as F.N.B. Corporation (Nasdaq: FBAN), will have $6.5 billion
in total assets, $5.2 billion in deposits, 166 offices, and a market
capitalization of more than $1.1 billion.
As a result of this merger, F.N.B.'s affiliate First National Bank of
Pennsylvania will rank as the eighth largest bank in the state of Pennsylvania
and will be the largest community bank operating in the western portion of the
state with more than $3.1 billion in total deposits and 117 full-service
financial centers serving customers in 19 counties.
"With our acquisition of Promistar, we will nearly triple the number of First
National Bank of Pennsylvania offices, adding a potential customer base of 1.4
million households to which we can market our diversified financial services
including insurance, investment and wealth management," said Gary L. Tice,
President and Chief Executive Officer of F.N.B. Corporation. "This merger
combines two companies with similar cultures and heritages and represents a
natural market extension of F.N.B. in western Pennsylvania."
F.N.B. will exchange 0.926 shares of its common stock for each share of
Promistar common stock. Based upon F.N.B.'s January 17, 2002, closing price of
$27.28 per share, the transaction, which is accounted for as a pooling of
interests, is valued at $436 million.
"This partnership benefits our customers, our employees and our shareholders"
said John H. Anderson, Chairman and Chief Executive Officer of Promistar
Financial. "Since the announcement of our merger in June, teams of employees
from both companies have been working diligently on systems integration and
processes to bring our companies together."
Promistar Bank operates a total of 82 full-service banking offices located
throughout southwestern Pennsylvania. At least eight offices have been
identified for consolidation.
"We welcome Promistar Bank customers to our brand of traditional community
banking," said Steve Gurgovits, President and Chief Executive Officer of First
National Bank of Pennsylvania. "F.N.B. has proven its ability to assimilate
acquisitions successfully, and we are working aggressively to ensure a seamless
integration for our customers and our employees. We expect the conversion to
occur by the end of the first quarter of 2002."
Once the conversion is completed, all Promistar offices will carry the flag of
First National Bank of Pennsylvania, headquartered in Hermitage, Pennsylvania.
This will enable customers to conduct their banking business at any one of the
bank's convenient locations from Erie, Pennsylvania, in the north to Johnstown,
Pennsylvania, in the south.
"We are combining two superior performing banks with contiguous and similar
markets," said Steven C. Ackmann, President and Chief Operating Officer of
Promistar. "Our customers will enjoy an extensive array of financial products
and services, and because of F.N.B.'s decentralized approach, our customers will
consult with local decision makers."
Among those joining First National Bank of Pennsylvania from Promistar are:
Ackmann, who will serve as Senior Executive Vice President and Chief Operating
Officer; William McKinney, Senior Vice President, Retail Banking; Gary
Guerrieri, Senior Vice President, Credit Administration; Sandy Mackel, Senior
Vice President and Credit Officer; and Kevin Mildren, Senior Vice President and
Regional Commercial Banking Manager.
In conjunction with the merger, three members of the Promistar Financial
Corporation board of directors will be appointed to serve on the F.N.B.
Corporation board of directors.
F.N.B. Corporation is a diversified financial services company headquartered in
Naples, Florida. The company owns and operates traditional community banks,
insurance
agencies, a consumer finance company and First National Trust Company. It has
full-service offices located in Florida, Pennsylvania, Ohio and Tennessee. The
company's common stock is traded on the Nasdaq National Market under the symbol
"FBAN."
On November 7, 2001, F.N.B. Corporation announced the signing of a definitive
agreement to purchase all of the outstanding shares of stock of Central Bank
Shares Inc. Headquartered in Orlando, Florida, Central Bank Shares is the parent
company of Bank of Central Florida, a commercial bank with $246 million in total
assets and six offices. This acquisition is scheduled to close within the next
two weeks. When this acquisition is completed, F.N.B. Corporation will have more
than $6.7 billion in assets, $5.4 billion in deposits and 172 full-service
financial centers located in Florida, Pennsylvania and Ohio.
F.N.B. has been honored as a Dividend Achiever by Mergent FIS, formerly the
Financial Information Services division of Moody's Investors Service. This
annual recognition is based on the corporation's consistently outstanding record
of increased dividend performance. The company has increased dividend payments
for 29 consecutive years.
Copies of this release are available over the Internet at www.fnbcorporation.com
or by contacting F.N.B.'s Corporate Affairs Department at 1-800-262-7600,
extension 1676.
# # # # #
This release contains certain "forward-looking statements" relating to present
or future trends or factors affecting the financial services industry and
specifically the operations, markets and products of F.N.B. Corporation. These
statements identified by words such as "believes," "expects," "projects,"
"anticipates," and similar expressions, are forward-looking statements within
the meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Actual results could differ materially from those projected.
F.N.B. undertakes no obligation to release revisions to these forward-looking
statements or to reflect events or circumstances after the date of this release.