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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1997
REGISTRATION NO. 333-22909
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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F.N.B. CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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PENNSYLVANIA 6711 25-1255406
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
HERMITAGE SQUARE JOHN D. WATERS
HERMITAGE, PENNSYLVANIA 16148 F.N.B. CORPORATION
(412) 981-6000 HERMITAGE SQUARE
(ADDRESS, INCLUDING ZIP CODE, AND HERMITAGE, PENNSYLVANIA 16148
TELEPHONE NUMBER, INCLUDING AREA CODE, (412) 981-6000
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) (NAME, ADDRESS, INCLUDING ZIP CODE
AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
MARLON F. STARR RICHARD A. DENMON
SMITH, GAMBRELL & RUSSELL, LLP CARLTON, FIELDS, WARD, EMMANUEL,
3343 Peachtree Road, N.E. SMITH & CUTLER, P.A.
Suite 1800 One Harbour Place
Atlanta, Georgia 30326 777 S. Harbour Island Boulevard
(404) 264-2620 Tampa, Florida 33602-5799
(813) 223-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
Upon the effective date of the merger of West Coast Bancorp, Inc.
with and into a wholly-owned subsidiary of the Registrant.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed with or incorporated by reference in
this Registration Statement:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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*2 .1 Agreement and Plan of Merger, by and among F.N.B. Corporation
("FNB"), Southwest Banks, Inc. ("Southwest") and West Coast
Bancorp, Inc. ("West Coast"), dated November 15, 1996
(included as Appendix A to the Proxy Statement-Prospectus).
*2 .1.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of
February 28, 1997 (included as Appendix A to the Proxy
Statement-Prospectus).
5 .1 Opinion of Cohen & Grigsby, P.C.
*8 .1 Opinion of Smith, Gambrell & Russell, LLP
*10.1 Stock Option Agreement by and between FNB and West Coast,
dated November 15, 1996 (included as Appendix B to the Proxy
Statement-Prospectus).
*10.1.1 Amendment No. 1 to Stock Option Agreement, dated as of
February 28, 1997 (included as Appendix B to the Proxy
Statement - Prospectus).
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Coopers & Lybrand L.L.P.
*23.3 Consent of S.R. Snodgrass, A.C.
*23.4 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5.1).
*23.5 Consent of Smith, Gambrell & Russell, LLP (included in Exhibit
8.1).
*23.6 Consent of Advest, Inc.
*23.7 Consent of Hill, Barth & King, Inc.
*24.1 Powers of Attorney
*99.1 Form of Proxy for Special Meeting of Shareholders of West
Coast.
*99.2 Opinion of Advest, Inc. (included as Appendix C to the Proxy
Statement-Prospectus).
*99.3 Provisions of Pennsylvania law regarding indemnification of
directors and officers.
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*Previously filed
II-3
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HERMITAGE, COMMONWEALTH
OF PENNSYLVANIA, ON MARCH 7, 1997.
F.N.B. CORPORATION
By: *
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Peter Mortensen
Chairman and President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
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* Chairman, President and Director March 7, 1997
----------------------------- (Principal Executive Officer)
Peter Mortensen
* Executive Vice President and March 7, 1997
----------------------------- Director
Stephen J. Gurgovits
* Vice President and Director March 7, 1997
-----------------------------
Samuel K. Sollenberger
/s/ John D. Waters Vice President and Chief Financial March 7, 1997
----------------------------- Officer (Principal Financial
John D. Waters and Accounting Officer)
* Director March 7, 1997
-----------------------------
W. Richard Blackwood
Director
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William B. Campbell
* Director March 7, 1997
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Charles T. Cricks
* Director March 7, 1997
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Henry M. Ekker, Esq.
* Director March 7, 1997
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Thomas C. Elliott
* Director March 7, 1997
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Thomas W. Hodge
* Director March 7, 1997
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George E. Lowe, D.D.S.
Director
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James S. Lindsay
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* Director March 7, 1997
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Paul P. Lynch
Director
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Edward J. Mace
* Director March 7, 1997
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Robert S. Moss
Director
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Richard C. Myers
* Director March 7, 1997
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John R. Perkins
* Director March 7, 1997
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William A. Quinn
* Director March 7, 1997
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George A. Seeds
* Director March 7, 1997
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William J. Strimbu
Director
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Gary L. Tice
* Director March 7, 1997
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Archie O. Wallace
* Director March 7, 1997
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Joseph M. Walton
* Director March 7, 1997
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James T. Weller
* Director March 7, 1997
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Eric J. Werner, Esq.
* Director March 7, 1997
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Donna C. Winner
*By: /s/ John D. Waters
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John D. Waters, as Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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2.1 Agreement and Plan of Merger, by and among F.N.B. Corporation ("FNB"), Southwest Banks, Inc.
("Southwest") and West Coast Bancorp, Inc. ("West Coast"), dated November 15, 1996 (included as
Appendix A to the Proxy Statement-Prospectus).
2.1.1 Amendment No. 1 to Agreement and Plan of Merger dated as of February 28, 1997 (included as Appendix A
to the Proxy Statement-Prospectus).
*5.1 Opinion of Cohen & Grigsby, P.C.
8.1 Opinion of Smith, Gambrell & Russell, LLP
10.1 Stock Option Agreement by and between FNB and West Coast, dated November 15, 1996 (included as Appendix
B to the Proxy Statement-Prospectus).
10.1.1 Amendment No. 1 to Stock Option Agreement, dated as of February 28, 1997 (included as Appendix B to the
Proxy Statement - Prospectus).
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of S.R. Snodgrass, A.C.
23.4 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5.1).
23.5 Consent of Smith, Gambrell & Russell, LLP (included in Exhibit 8.1).
23.6 Consent of Advest, Inc.
23.7 Consent of Hill, Barth & King, Inc.
24.1 Powers of Attorney
99.1 Form of Proxy for Special Meeting of Shareholders of West Coast.
99.2 Opinion of Advest, Inc. (included as Appendix C to the Proxy Statement-Prospectus).
99.3 Provisions of Pennsylvania law regarding indemnification of directors and officers.
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* Filed herewith