EXHIBIT 99.2
LETTER OF TRANSMITTAL AND FORM OF ELECTION
with respect to shares of common stock of
SLIPPERY ROCK FINANCIAL CORPORATION
in connection with the proposed merger of Slippery Rock Financial Corporation
with and into
F.N.B. CORPORATION
This Letter of Transmittal and Form of Election ("Letter of Transmittal")
relates to the proposed merger (the "Merger") of Slippery Rock Financial
Corporation ("Slippery Rock") with and into F.N.B. Corporation ("FNB"), pursuant
to the Amended and Restated Agreement and Plan of Merger, dated as of July 15,
2004, between FNB and Slippery Rock. This Letter of Transmittal is addressed to
holders of Slippery Rock common stock. In order for you, as a Slippery Rock
shareholder, to receive the merger consideration (as defined below), you must
send (1) this Letter of Transmittal, properly completed, together with (2) the
certificates representing shares of Slippery Rock common stock as to which you
make an election, plus any other required documents, to the exchange agent, to
be received by the exchange agent prior to 5:00 p.m., Eastern Standard Time, on
September 23, 2004 ("the election deadline").
Each election is subject to the terms, conditions, and limitations set
forth in (a) the Proxy Statement/Prospectus, dated July 23, 2004, relating to
the merger, which has been provided to each holder of Slippery Rock common stock
as of the record date, July 19, 2004, (b) the Merger Agreement, attached as
Appendix A to the Proxy Statement/Prospectus, and (c) these instructions, each
of which you are urged to read. These three documents qualify the following
summary in its entirety:
For each share of Slippery Rock common stock you hold, you are entitled to
elect to receive as merger consideration: (1) 1.41 shares of FNB common stock
(an "all stock election"), (2) cash in the amount of $28.00 (an "all cash
election") or (3) a combination of shares of FNB common stock (at the exchange
ratio of 1.41 for each whole share of Slippery Rock common stock) and cash (at
the rate of $28.00 for each whole share of Slippery Rock common stock) (a
"combination election"). If you do not make an election, or if you fail to
follow these instructions, your shares of Slippery Rock common stock will be
deemed "undesignated shares," meaning that you will be deemed to have made an
all cash election. The FNB common stock and/or cash into which a share of
Slippery Rock common stock is converted in the merger is referred to herein as
the "merger consideration." For the purposes of this Letter of Transmittal, an
"election" means either a stock election, a cash election or a combination
election.
Fractional Shares. No fractional shares of FNB common stock will be
issued to you upon completion of the merger, unless you elect to enroll in FNB's
dividend
reinvestment and stock purchase plan (the "DRSP Plan") in which event FNB will
issue to you, in book-entry form, the exact number of shares, rounded to three
decimal places, of FNB common stock to which you are entitled. For each
fractional share that you would otherwise be entitled to receive if you do not
enroll in the DRSP Plan, FNB will pay cash in an amount, rounded to the nearest
cent, equal to the product of the fractional share held by you multiplied by the
average closing price of FNB common stock for the 20 consecutive trading-day
period ending on the date the last required regulatory approval for the merger
is obtained, without regard to any required waiting periods. No interest will be
paid or accrued on cash payable in lieu of fractional shares of FNB common stock
nor will any holder of fractional shares be entitled to dividends or other
rights in respect of such fractional shares.
Enrollment in the DRSP Plan. A prospectus relating to the DRSP Plan and an
enrollment form are enclosed with this Letter of Transmittal. If you want to
enroll in the DRSP Plan, you must complete and return the enrollment form in the
envelope provided.
Dissenting Shares. If you perfect appraisal rights under Pennsylvania law,
and you are therefore entitled to be paid the fair value of your shares as
provided for under Pennsylvania law, you will not be entitled to receive the
merger consideration, unless and until you have withdrawn or lost your appraisal
rights.
An Example. Suppose you held 100 shares of Slippery Rock common stock. If
you made:
- an all stock election, you would receive 141 shares of FNB common
stock;
- an all cash election, you would receive $2,800 in cash; or
- a combination election, you would receive:
- assuming an election of 75% cash and 25% stock, approximately
$2,100 in cash and 35 shares of FNB common stock (and payment
for any fractional share);
- assuming an election of 50% cash and 50% stock, approximately
$1,400 in cash and 70 shares of FNB common stock (and payment
for any fractional share); or
- assuming an election of 75% stock and 25% cash, approximately
$700 in cash and 105 shares of FNB common stock (and payment
for any fractional share).
Oversubscription of the Stock Consideration. If the aggregate number of
shares of FNB common stock that would be issued in the merger exceeds, and is
not approximately equal to, 3,276,554, subject to adjustment pursuant to the
merger agreement, FNB may issue such number of its shares of common stock even
though more than 3,276,554 shares of its common
stock would be issued. However, FNB also has the right not to issue more than
3,276,554 shares of its common stock. If FNB chooses not to issue more than
3,276,554 shares of its common stock, then:
- if you made an all cash election, you will receive $28.00 in cash
for each share of Slippery Rock common stock you hold;
- if you hold undesignated shares, you will be deemed to have made an
all cash election and you will receive $28.00 in cash for each share
of Slippery Rock common stock you hold;
- if you made a combination election, you will receive the following
for the shares of Slippery Rock common stock you hold for which you
elected to receive FNB common stock:
- a number of shares of FNB common stock equal to the following:
(i) 1.41 multiplied by (ii) the sum of the number of shares of
Slippery Rock common stock as to which you made a stock
election and the number of shares of Slippery Rock common
stock for which FNB common stock was elected in connection
with combination elections multiplied by (iii) the stock
proration factor; and
- cash in an amount equal to the following: (i) $28.00
multiplied by (ii) the sum of the number of shares of Slippery
Rock common stock with respect to which all stock elections
were made and the number of shares of Slippery Rock common
stock for which FNB common stock was elected in connection
with combination elections multiplied by (iii) one minus the
stock proration factor;
- if you made a combination election, you will receive $28.00 in cash
for each of the remaining shares of Slippery Rock common stock you
hold;
- if you made an all stock election, you will receive the following
for each share of Slippery Rock common stock you hold:
- a number of shares of FNB common stock equal to the following:
(i) 1.41 multiplied by (ii) the sum of the number of shares of
Slippery Rock common stock with respect to which all stock
elections were made and the number of shares of Slippery Rock
common stock for which FNB common stock was elected in
connection with combination elections multiplied by (iii) the
stock proration factor; and
- cash in an amount equal to the following: (i) $28.00
multiplied by (ii) the sum of the number of shares of Slippery
Rock common stock with
respect to which all stock elections were made and the number
of shares of Slippery Rock common stock for which FNB common
stock was elected in connection with combination elections
multiplied by (iii) one minus the stock proration factor.
The stock proration factor will be calculated by dividing (i) 3,276,554 by
(ii) the product of (x) 1.41 and (y) the sum of the number of shares of Slippery
Rock common stock with respect to which all stock elections were made and the
number of shares of Slippery Rock common stock for which FNB common stock was
elected in connection with combination elections.
Oversubscription of the Cash Consideration. If the aggregate number of
shares of FNB common stock that would be issued in the merger is less than, and
is not approximately equal to, 3,276,554, subject to adjustment pursuant to the
merger agreement, then:
- if you made an all stock election, you will receive 1.41 shares of
FNB common stock for each share of Slippery Rock common stock you
hold;
- if you made a combination election, you will receive 1.41 shares of
FNB common stock for each share of Slippery Rock common stock you
hold for which you elected to receive FNB common stock;
- the exchange agent will then select by random from among the
undesignated shares (other than shares for which appraisal rights
have properly been perfected under Pennsylvania law) a sufficient
number of shares such that aggregate number of shares of FNB common
stock that would be issued in the merger equals as closely as
possible 3,276,554, subject to adjustment pursuant to the merger
agreement;
- if the sum of the undesignated shares plus the shares of Slippery
Rock common stock as to which all stock elections were made plus the
number of shares of Slippery Rock common stock for which FNB common
stock was elected in connection with combination elections
multiplied by 1.41 is less than, and not approximately equal to,
3,276,554 shares of FNB common stock, then (i) each shareholder who
made a combination election will receive the following for each
share of Slippery Rock common stock they hold for which they elected
to receive cash and (ii) each shareholder who made an all cash
election will receive the following for each share of Slippery Rock
common stock they hold:
- cash in an amount equal to the following: (i) $28.00
multiplied by (ii) the sum of the number of shares of Slippery
Rock common stock with respect to which all cash elections
were made and the number of shares of Slippery Rock common
stock for which cash was elected in connection
with combination elections multiplied by (iii) one minus the
cash proration factor; and
- the number of shares of FNB common stock equal to the
following: (i) 1.41 multiplied by (ii) the sum of the number
of shares of Slippery Rock common stock with respect to which
all cash elections were made and the number of shares of
Slippery Rock common stock for which cash was elected in
connection with combination elections multiplied by (iii) the
cash proration factor.
The cash proration factor will be calculated by dividing (i) the amount
that is the difference between (x) the number obtained by dividing 3,276,554 by
1.41 and (y) the sum of the number of shares of Slippery Rock common stock with
respect to which all stock elections were made, the number of shares of Slippery
Rock common stock for which FNB common stock was elected in connection with
combination elections and the number of undesignated shares selected pursuant to
the second preceding bullet point by (ii) the sum of the number of shares of
Slippery Rock common stock with respect to which all cash elections were made
and the number of shares of Slippery Rock common stock for which cash was
elected in connection with combination elections.
No later than five business days prior to the effective time of the
merger, FNB will cause the exchange agent to compute the allocation described
above. The pro rata allocation process or the random selection process to be
used by the exchange agent will consist of such procedures as FNB and Slippery
Rock mutually determine.
As a result of the potential for oversubscription of cash or stock, there
can be no assurance that you will receive the precise proportion of FNB common
stock and/or cash you elect as your preference.
Because the United States federal income tax consequences of receiving
cash, FNB common stock or both cash and FNB common stock will differ, you are
urged to read carefully the information set forth under the section "Material
Federal Income Tax Consequences of the Merger" in the Proxy Statement/Prospectus
and to consult your tax advisors for a full understanding of the tax
consequences of the merger to you. In addition, because the value of 1.41 shares
of FNB common stock can fluctuate during the election period, the economic value
per share received by Slippery Rock shareholders who receive FNB common stock
may, as of the date of receipt by them, be more or less than the $28.00 in cash
received by Slippery Rock shareholders who received cash consideration.
All questions as to the validity, form and eligibility of any election and
delivery and/or surrender of certificates and shares of Slippery Rock common
stock hereunder shall be reasonably determined by the exchange agent, and such
determination shall be final and binding.
DESCRIPTION OF YOUR SLIPPERY ROCK COMMON STOCK
(ATTACH SEPARATE SIGNED LIST IF NECESSARY)
NAME AND ADDRESS OF RECORD NUMBER OF SHARES OF SLIPPERY ROCK
HOLDER AND NUMBER OF SHARES OF SLIPPERY ROCK COMMON STOCK COMMON STOCK EVIDENCED BY
OF SUCH RECORD HOLDER: CERTIFICATE NUMBERS: CERTIFICATE(S):
---------------------- -------------------- ---------------
YOUR ELECTION
(CHECK ONLY ONE BOX)
TOTAL NUMBER OF SHARES OF [ ] COMBINATION ELECTION
SLIPPERY ROCK COMMON STOCK CASH (NUMBER OF SHARES STOCK (NUMBER OF SHARES
WITH RESPECT TO WHICH AN [ ] [ ] OF SLIPPERY ROCK OF SLIPPERY ROCK
ELECTION IS BEING MADE: CASH ELECTION STOCK ELECTION COMMON STOCK): COMMON STOCK):
----------------------- ------------- -------------- -------------- --------------
SPECIAL ISSUANCE INSTRUCTIONS
TO BE COMPLETED ONLY IF THE CERTIFICATE, DRSP PLAN SHARES AND/OR CHECK ARE TO BE
ISSUED AND MAILED TO OTHER THAN THE RECORD OWNER(S) AS DESCRIBED ABOVE. SEE
INSTRUCTIONS ON REVERSE SIDE REGARDING SIGNATURE GUARANTEES.
ISSUE SHARES AND MAIL THE STATEMENT OR CERTIFICATE AND/OR CHECK TO:
NAME: ________________________________________________________________________
SOCIAL SECURITY NUMBER OR TAXPAYER I.D. NUMBER:_______________________________
ADDRESS: _____________________________________________________________________
_____________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
TO BE COMPLETED ONLY IF THE CERTIFICATE, DRSP PLAN STATEMENT AND/OR CHECK ARE TO
BE MAILED TO OTHER THAN THE RECORD OWNER(S) AS DESCRIBED ABOVE.
MAIL THE STATEMENT OR CERTIFICATE AND/OR CHECK TO:
NAME: ________________________________________________________________________
SOCIAL SECURITY NUMBER OR TAXPAYER I.D. NUMBER: ______________________________
ADDRESS: _____________________________________________________________________
_____________________________________________________________________
GUARANTEE OF DELIVERY
(TO BE USED ONLY IF CERTIFICATES ARE NOT SURRENDERED HEREWITH)
The undersigned, a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc. or a commercial
bank or trust company having an office or correspondent in the United States,
hereby guarantees delivery to the exchange agent, at one of its addresses set
forth below, of certificates for the shares of Slippery Rock common stock to
which this Letter of Transmittal relates, duly endorsed in blank or otherwise
acceptable in form for transfer on the books of Slippery Rock, no later than
5:00 p.m., Eastern Time, on the third Nasdaq National Market trading day after
the date of execution of this Guarantee of Delivery. THIS BOX IS NOT TO BE USED
TO GUARANTEE SIGNATURES.
Dated:_________________, 2004
FIRM: (PLEASE PRINT) __________
NUMBER OF SHARES OF SLIPPERY ROCK COMMON STOCK: AUTHORIZED SIGNATURE:
______________________________________________ _______________________________
NOTICE OF DELIVERY UNDER GUARANTEE
(THIS SECTION TO BE COMPLETED AND DELIVERED WITH CERTIFICATES FOR SHARES OF
SLIPPERY ROCK COMMON STOCK DELIVERED PURSUANT TO A GUARANTEE OF DELIVERY)
Name(s) of record holder(s): ___________________________________________________
Window Ticket no. (if any): ____________________________________________________
Date of execution of Guarantee of Delivery:_____________________________________
Name of institution that provided Guarantee of Delivery: _______________________
Important Tax Information. In order to ensure compliance with federal
income tax requirements, we request that you provide the exchange agent with
your correct Taxpayer Identification Number and to certify whether you are
subject to backup federal income tax withholding by completing and signing the
Substitute Form W-9 below.
SUBSTITUTE FORM W-9
PAYER'S NAME: FIRST NATIONAL BANK OF FLORIDA
SUBSTITUTE FORM W-9: DEPARTMENT OF THE TREASURY, INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR FEDERAL TAXPAYER IDENTIFICATION NUMBER
PART 1: PLEASE PROVIDE YOUR FEDERAL TAXPAYER I.D. ENTER YOUR SOCIAL SECURITY
NUMBER WHERE NOTED AT RIGHT AND CERTIFY OR TAXPAYER I.D. NUMBER
BY SIGNING AND DATING BELOW. HERE:
___________________________
PART 2: [ ]CHECK THIS BOX IF YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING UNDER
THE PROVISIONS OF SECTION 3406(A)(1)(C) OF THE INTERNAL REVENUE CODE
BECAUSE (1) YOU HAVE NOT BEEN NOTIFIED THAT YOU ARE SUBJECT TO BACKUP
WITHHOLDING AS A RESULT OF FAILURE TO REPORT ALL INTEREST OR DIVIDENDS
OR (2) THE INTERNAL REVENUE SERVICE HAS NOTIFIED YOU THAT YOU
ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING.
PART 3: [ ]CHECK HERE IF AWAITING FEDERAL TAXPAYER I.D. NUMBER.
CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
SIGNATURE(S): DATE(S):
___________________________________ ________________________________
___________________________________ ________________________________
___________________________________ ________________________________
This Letter of Transmittal, completed, signed and accompanied by all other
required documents, should be returned to the exchange agent in the accompanying
envelope. Unless you intend to exercise your appraisal rights, you should
complete and return this Letter of Transmittal and the other required documents
prior to the election deadline whether you intend to vote "FOR" or "AGAINST" the
merger proposal. If the merger agreement is terminated for any reason, including
for failure to obtain the approval of Slippery Rock shareholders, your
certificates will be returned to you. However, if the merger agreement and
merger are approved by Slippery Rock shareholders and the merger is consummated,
you will not have another opportunity to make an election as to the form of
merger consideration you prefer to receive.
Note: By signing on the signature line(s) below, you represent that FNB's
acceptance of Slippery Rock common stock delivered pursuant to this Letter of
Transmittal will constitute a binding agreement between FNB and you upon the
terms and subject to the conditions listed in this Letter of Transmittal.
Moreover, you represent that you have the authority to complete and return this
Letter of Transmittal and to surrender the certificate(s) surrendered herewith,
free and clear of any liens, claims, charges or encumbrances whatsoever. Upon
request, you shall execute and deliver all additional documents deemed by the
exchange agent or FNB to be necessary or desirable to complete the sale,
assignment, transfer, cancellation and retirement of the shares of Slippery Rock
common stock delivered herewith. Please make sure that you have read and
understood this Letter of Transmittal in its entirety before signing. If you
have any questions regarding this exchange, please call [Shareholder Services]
at [888-441-4362], toll-free. Outside the U.S. and Canada, please call
__________________.
PLEASE SIGN AND DATE HERE:
SIGNATURE(S): DATE(S):
___________________________________ ________________________________
___________________________________ ________________________________
___________________________________ ________________________________
This Letter of Transmittal must be signed by the record owner(s) exactly
as name(s) appear on the certificate(s) or Slippery Rock Plan account, or the
authorized representative of such record owner(s), or by person(s) in whose name
the new certificate(s) are to be issued.
THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED, AND ACCOMPANIED BY ALL
REQUIRED DOCUMENTS, INCLUDING, IN MOST CIRCUMSTANCES, STOCK CERTIFICATES, MUST
BE RECEIVED BY THE EXCHANGE AGENT AT THE ADDRESS BELOW NO LATER THAN 5:00 P.M.,
EASTERN DAYLIGHT TIME, ON SEPTEMBER 23, 2004.
VIA REGISTERED MAIL OR EXPRESS SERVICE TO THE EXCHANGE AGENT:
FIRST NATIONAL BANK OF FLORIDA
[ADDRESS OF EXCHANGE AGENT]
INSTRUCTIONS
ACCOMPANYING
LETTER OF TRANSMITTAL AND FORM OF ELECTION
WITH RESPECT TO SHARES OF COMMON STOCK
OF
SLIPPERY ROCK FINANCIAL CORPORATION
IN CONNECTION WITH THE PROPOSED MERGER OF
SLIPPERY ROCK FINANCIAL CORPORATION
WITH AND INTO
F.N.B. CORPORATION
All capitalized terms used but not otherwise defined in these Instructions
shall have the respective meanings ascribed to such terms in the Letter of
Transmittal. These Instructions govern the Letter of Transmittal and should be
read carefully before making an election.
A. LETTER OF TRANSMITTAL
1. Delivery of Letter of Transmittal and Certificates. Certificates
evidencing all delivered shares of Slippery Rock common stock (or a guarantee of
delivery as provided in the Letter of Transmittal and these Instructions),
together with a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) with any required signature guarantees and
any other documents required by the Letter of Transmittal, must be received by
the exchange agent at its address set forth in the Letter of Transmittal prior
to the election deadline. If certificates are forwarded to the exchange agent in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery.
Holders of Slippery Rock common stock who are nominees only may submit a
separate Letter of Transmittal for each beneficial owner for whom such holder is
a nominee; provided, however, that at the request of the exchange agent, such
holder shall certify to the satisfaction of the exchange agent that such holder
holds such shares of Slippery Rock common stock as nominee for the beneficial
owner thereof. Each beneficial owner for whom a Letter of Transmittal is
submitted by the record holder will be treated as a separate holder of Slippery
Rock common stock.
The shares of Slippery Rock common stock for which properly completed
Letters of Transmittal and all required documents are not received prior to the
election deadline will be treated as undesignated shares.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE SENDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE EXCHANGE AGENT. THE RISK OF LOSS OF SUCH CERTIFICATES
SHALL PASS ONLY AFTER THE EXCHANGE AGENT HAS ACTUALLY RECEIVED THE CERTIFICATES.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
2. Guarantee of Delivery. Slippery Rock shareholders whose certificates
are not immediately available and who cannot deliver their certificates and all
other required documents to the exchange agent prior to the election deadline
may deliver their shares of Slippery Rock common stock pursuant to the
guaranteed delivery procedure contained herein. Pursuant to such procedure: (1)
a properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) with any required signature guarantees and with the box
entitled "Guarantee of Delivery" properly completed and duly executed, and any
other documents required by the Letter of Transmittal, must be received by the
exchange agent prior to the election deadline; and (2) the certificates, in
proper form for transfer, must be received by the exchange agent within three
Nasdaq National Market trading days after the date of execution of the guarantee
of delivery. In addition, at the time the certificates are delivered pursuant to
the guarantee of delivery, the guarantor must submit to the exchange agent
another Letter of Transmittal with only the section entitled "Notice of Delivery
Under Guarantee" properly completed (or must otherwise provide such information
to the exchange agent). No change in a Slippery Rock shareholder's election may
be made pursuant to the Letter of Transmittal delivering certificates or shares
of Slippery Rock common stock previously covered by a guarantee of delivery. If
the guarantor fails to deliver the certificates in accordance with the
guaranteed delivery procedures contained herein, without limitation of any other
recourse, any purported election with respect to shares of Slippery Rock common
stock subject to such guarantee will be void.
3. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
a Letter of Transmittal is signed by the record holder(s) of the shares of
Slippery Rock common stock delivered with such Letter of Transmittal, the
signature(s) must correspond with the name(s) as written on the face of the
certificates evidencing such shares of Slippery Rock common stock without
alteration, enlargement or any other change whatsoever.
If any share of Slippery Rock common stock delivered herewith is owned of
record by two or more persons, all such persons must sign a Letter of
Transmittal. If any of the shares of Slippery Rock common stock delivered with a
Letter of Transmittal are registered in the names of different holders, it will
be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of such shares of Slippery Rock
common stock.
If a Letter of Transmittal is signed by the record holder(s) of the shares
of Slippery Rock common stock delivered with such Letter of Transmittal, no
endorsements of certificates or separate stock powers are required, unless
checks or certificates evidencing
shares of FNB common stock are to be payable to the order of, or registered in
the name of, a person other than the record holder(s), in which case the
certificates delivered herewith must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name(s) of the record
holder(s) appear(s) on such certificates. Signatures on such certificates and
stock powers must be guaranteed by an eligible institution (as defined below).
If a Letter of Transmittal is signed by a person other than the record
holder(s) of the shares of Slippery Rock common stock delivered with such Letter
of Transmittal, then the certificates evidencing the shares of Slippery Rock
common stock delivered with such Letter of Transmittal must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the record holder(s) appear(s) on such certificates. Signatures on
such certificates and stock powers must be guaranteed by an eligible
institution.
If a Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person or entity acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to FNB of such person's authority to so act must be submitted.
4. Guarantee of Signatures. Except as otherwise provided below, all
signatures on a Letter of Transmittal must be guaranteed by a firm that is a
bank, broker, dealer, credit union, savings association or other entity that is
a member in good standing of the Securities Transfer Agent's Medallion Program
(each, an "eligible institution"). No signature guarantee is required on a
Letter of Transmittal if such Letter of Transmittal is signed by the record
holder(s) of shares of Slippery Rock common stock delivered with such Letter of
Transmittal, unless such holder(s) has completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Issuance
Instructions" on the Letter of Transmittal. If a certificate is registered in
the name of a person other than the signer of a Letter of Transmittal, or if
checks or certificates evidencing shares of FNB common stock are to be payable
to the order of or registered in the name of a person other than the record
holder(s), then the certificate must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name(s) of the record
holder(s) appear(s) on the certificate, with the signature(s) on such
certificate or stock powers guaranteed as described above.
5. Determination of Proper Election. The exchange agent will have the
reasonable discretion to determine whether a Letter of Transmittal has been
properly or timely completed, signed and submitted, modified or revoked, and to
disregard immaterial defects in Letters of Transmittal. The decision of the
exchange agent in such matters and any decision of FNB or Slippery Rock required
by the exchange agent and made in good faith shall be conclusive and binding.
The exchange agent will not be under any obligation to notify any person of any
defect in a Letter of Transmittal submitted to the exchange agent. The exchange
agent shall also make all computations contemplated by the Merger
Agreement and all such computations shall be conclusive and binding on the
holders of Slippery Rock common stock. No alternative, conditional or contingent
elections will be accepted. If the exchange agent shall reasonably determine
that any purported stock election, cash election or combination election was not
properly made, such purported stock election, cash election or combination
election shall be deemed to be of no force and effect and the shareholder making
such purported stock election, cash election or combination election shall, for
purposes hereof, be deemed to have not made an election, and such shares of
Slippery Rock common stock shall be deemed "undesignated shares."
6. Inadequate Space. If the space provided in the Letter of Transmittal
under "Description of Your Slippery Rock Common Stock" is inadequate, the
certificate numbers and the number of shares of Slippery Rock common stock
evidenced by such certificates should be listed on a separate schedule and
attached hereto and thereto.
7. Termination of Merger Agreement. All elections will be revoked
automatically if the exchange agent is notified in writing by FNB or Slippery
Rock that the Merger Agreement has been terminated, and certificates will be
promptly returned to the persons who have submitted them. Shares of Slippery
Rock common stock represented by certificates will be returned to Slippery Rock
shareholders by registered mail (with attendant delay).
8. Appraisal Rights. Holders of Slippery Rock common stock who wish to
exercise their appraisal rights should not complete this Letter of Transmittal.
FNB will regard any record holder of Slippery Rock common stock who delivers a
written demand for his or her appraisal rights and who delivers a Letter of
Transmittal to the exchange agent as having withdrawn such demand for his or her
appraisal rights. For more information, see the discussion in the Proxy
Statement/Prospectus set forth under "The Merger -- Appraisal Rights of
Dissenting Shareholders."
B. ELECTION AND PRORATION PROCEDURES
A more complete description of the election and proration procedures is
set forth in Article III of the Merger Agreement. All elections are subject to
compliance with the election procedures provided for in the Merger Agreement. In
connection with making any election, a Slippery Rock shareholder should
carefully read, among other items, the description and statement of the
information contained in the Proxy Statement/Prospectus under "Material Federal
Income Tax Consequences of the Merger." Each Slippery Rock shareholder should
consult his or her own tax advisor as to the specific tax consequences of the
election and the Merger to such shareholder.
1. Elections. By completing the box entitled "Your Election" and a Letter
of Transmittal in accordance with these Instructions, a Slippery Rock
shareholder will be permitted to make an election with respect to each share of
Slippery Rock common stock held by such holder. In the event that the merger
consideration elections by the holders of
Slippery Rock common stock would result in FNB being required to issue as merger
consideration a number of shares of FNB common stock, not approximately equal to
3,276,554, then certain holders of Slippery Rock common stock will receive a
prorated number of shares of FNB common stock and a prorated amount of cash such
that such proration and allocation would result in FNB issuing approximately
3,276,554 shares of FNB common stock, as merger consideration. See the
discussion in the Proxy Statement/Prospectus set forth under "The Merger --
Allocation of FNB Common Stock and Cash." If any holder of Slippery Rock common
stock makes more than one election for the shares of Slippery Rock common stock
covered by such Letter of Transmittal, then such holder's Letter of Transmittal
will be deemed not properly completed and such holder's shares of Slippery Rock
common stock will be deemed undesignated shares. As soon as practicable after
the election deadline, the exchange agent shall determine the allocation of the
cash and FNB common stock portions of the merger consideration and shall notify
FNB of its determination.
2. Treatment of Non-Electing Shares. Any shares of Slippery Rock common
stock (other than dissenting shares) with respect to which the exchange agent
does not receive an effective, properly completed Letter of Transmittal prior to
the election deadline (as defined below) will be deemed to be undesignated
shares.
3. Election Deadline. In order for an election to be effective, the
exchange agent must receive a properly completed Letter of Transmittal,
accompanied by all required documents, no later than 5:00 p.m., Eastern Time, on
September 23, 2004, unless extended to a later date by the mutual agreement of
FNB and Slippery Rock (the "election deadline").
The Letter of Transmittal will be deemed properly completed only if: (1)
an election is indicated for each share of Slippery Rock common stock covered by
such Letter of Transmittal, (2) it is accompanied by all certificates with
respect to such shares (or the box entitled "Guarantee of Delivery" properly
completed on the Letter of Transmittal) and (3) it is accompanied by any other
documents required by the exchange agent or FNB.
4. Changes to Elections. Any holder of Slippery Rock common stock who has
made an election may, at any time prior to the election deadline, change his or
her election by submitting to the exchange agent a properly completed and signed
revised Letter of Transmittal and all required additional documents, provided
that the exchange agent receives such revised Letter of Transmittal and other
necessary documents prior to the election deadline, and, provided further that
no change in a Slippery Rock shareholder's election may be made pursuant to the
Letter of Transmittal delivering certificates or shares of Slippery Rock common
stock previously covered by a guarantee of delivery. Any holder of Slippery Rock
common stock may at any time prior to the election deadline revoke his or her
election and withdraw his or her certificates deposited with the exchange agent
by written notice to the exchange agent received prior to the election deadline.
If an election is revoked prior to the election deadline, then the related
shares of Slippery Rock common stock will
automatically become undesignated shares unless and until a new election is
properly made on or before the election deadline with respect to such shares of
Slippery Rock common stock.
5. Fractional Shares. No certificates representing fractional shares of
FNB common stock shall be issued upon the surrender for exchange of certificates
representing Slippery Rock common stock, and such fractional share interests
will not entitle the owner thereof to any dividends or any other rights of a
shareholder of FNB, unless the Slippery Rock shareholder elects to enroll in
FNB's DRSP Plan, in which event FNB will issue, in book-entry form, the exact
number of shares, rounded to three decimal places, of FNB common stock to which
the Slippery Rock shareholder is entitled. If a Slippery Rock shareholder does
not elect to enroll in FNB's DRSP Plan and would otherwise be entitled to a
fractional share of FNB common stock, then that shareholder will receive cash
(without interest) in an amount equal to such fractional part of a share of FNB
common stock multiplied by the average of the last sale price of FNB common
stock on the New York Stock Exchange for the 20 consecutive trading day period
ended on the date of receipt of the last regulatory approval of the Merger.
6. No Liability. None of FNB, Slippery Rock or the exchange agent will be
liable to any holder of Slippery Rock common stock for any shares of FNB common
stock (or dividends or distributions with respect thereto) or cash delivered to
a public official pursuant to any applicable abandoned property, escheat or
similar law.
C. RECEIPT OF MERGER CONSIDERATION, SPECIAL INSTRUCTIONS, TAXES AND
ADDITIONAL COPIES
1. Receipt of Merger Consideration (Timely Election). As soon as
practicable after the Effective Time and after the proration and allocation
procedures described above are completed, Slippery Rock shareholders who have
surrendered their certificates to the exchange agent for cancellation, together
with a Letter of Transmittal (or, following the election deadline, other
appropriate letter of transmittal) duly executed and completed in accordance
with these Instructions and such other documents as are required pursuant
hereto, shall be entitled to receive in exchange therefor (A) a check in the
amount equal to the cash, if any, that such holder has the right to receive
(including any cash in lieu of any fractional shares of Slippery Rock common
stock and any dividends or other distributions to which such holder is entitled)
and (B) a certificate or certificates representing that number of whole shares
of FNB common stock, if any, that such holder has the right to receive. All cash
paid or shares of FNB common stock issued upon conversion of Slippery Rock
common stock in accordance with the terms of the Merger Agreement shall be
deemed to have been paid or issued in full satisfaction of all rights pertaining
to such shares of Slippery Rock common stock.
2. Receipt of Merger Consideration (Failure to Make Timely Election). Any
holder of Slippery Rock common stock who does not submit a Letter of Transmittal
prior to the election deadline must nevertheless submit a properly completed
Letter of Transmittal and the certificates representing Slippery Rock common
stock to the exchange agent in order to receive the merger consideration payable
in respect of such shares. No dividend or other distribution declared or made
with respect to FNB common stock with a record date after the Effective Time (as
defined in the Merger Agreement) will be paid to the holder of any unsurrendered
certificate of Slippery Rock common stock until the holder duly surrenders such
certificates. Following the surrender of any such certificates, there will be
paid to the holder, without interest (1) the merger consideration for the shares
of Slippery Rock common stock represented by such certificates, (2) the amount
of any cash payable with respect to a fractional share of FNB common stock to
which such holder is entitled and the amount of dividends or other distributions
with a record date after the Effective Time theretofore paid with respect to
such whole shares of FNB common stock and (3) at the appropriate payment date,
the amount of dividends or other distributions with (A) a record date after the
Effective Time but prior to surrender and (B) a payment date subsequent to
surrender payable with respect to such shares of FNB common stock.
3. Special Payment and Delivery Instructions. If any check or certificates
evidencing shares of FNB common stock are to be payable to the order of, or
registered in the name of, a person other than the person(s) signing a Letter of
Transmittal or if such checks or such certificates are to be sent to someone
other than the person(s) signing such Letter of Transmittal or to the person(s)
signing such Letter of Transmittal but at an address other than that shown in
the box entitled "Description of Your Slippery Rock Common Stock," the
appropriate boxes on such Letter of Transmittal must be completed.
4. Stock Transfer Taxes. FNB will bear the liability for any state stock
transfer taxes applicable to the issuance and delivery of checks and
certificates evidencing shares of FNB common stock in connection with the
Merger, provided, however, that if any such check or certificate is to be issued
in a name other than that in which the certificates surrendered in exchange
therefor are registered, it shall be a condition of such exchange that the
person requesting such exchange shall pay the amount of any stock transfer taxes
(whether imposed on the record holder or such person), payable on account of the
transfer to such person, to the exchange agent or satisfactory evidence of the
payment of such taxes or exemption therefrom, shall be submitted to the exchange
agent before any such check or certificate is issued. Except as provided in this
Instruction C.4., it will not be necessary for transfer tax stamps to be affixed
to the certificates evidencing the shares of Slippery Rock common stock
delivered herewith.
5. Withholding. Following the Merger, FNB (or the exchange agent on behalf
of FNB) shall be entitled to deduct and withhold from the merger consideration
such amounts as it is required to deduct and withhold with respect to the making
of such payment under
the Internal Revenue Code of 1986, as amended, or any provision of state, local,
or foreign tax law. To the extent that amounts are so withheld by FNB (or the
exchange agent on behalf of FNB), following the Merger, such withheld amounts
shall be treated for all purposes of the Merger Agreement as having been paid to
the holder of the shares of Slippery Rock common stock in respect of which such
deduction and withholding was made by FNB.
6. Requests for Additional Copies. Additional copies of the Proxy
Statement/Prospectus, the Letter of Transmittal, the DRSP Plan Prospectus and
enrollment form, and these Instructions may be obtained by contacting
Shareholder Services at (800) 441-4362.
7. Substitute Form W-9. Under the federal income tax law, a shareholder
who delivers shares of Slippery Rock common stock is required by law to provide
the exchange agent (as payer) with such shareholder's correct Taxpayer
Identification Number ("TIN") on the Substitute Form W-9 included as a part of
the Letter of Transmittal. If such shareholder is an individual, the TIN is such
shareholder's social security number. If the exchange agent is not provided with
the correct TIN, the shareholder may be subject to a $50 penalty imposed by the
Internal Revenue Service (the "IRS"). In addition, any cash payments that are
made to such shareholder with respect to shares of Slippery Rock common stock
converted in the Merger may be subject to backup withholding of 28%. Certain
shareholders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of such statements
can be obtained from the exchange agent. For additional instructions, see the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9, which are attached to these Instructions in Exhibit A. If
backup withholding applies with respect to a shareholder, the exchange agent is
required to withhold 28% of any cash payments made to such shareholder. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS.
To prevent backup withholding on any cash payments that are made to a
shareholder with respect to shares of Slippery Rock common stock delivered with
a Letter of Transmittal, the shareholder is required to notify the exchange
agent of such shareholder's correct TIN by completing the Substitute Form W-9
included as part of the Letter of Transmittal certifying (1) that the TIN
provided on Substitute Form W-9 is correct (or that such shareholder is awaiting
a TIN), (2) that such shareholder is not subject to backup withholding either
because (A) such shareholder is exempt from backup withholding, or (B) such
shareholder has not been notified by the IRS that such shareholder is as a
result of a failure to report all interest or dividends or (C) the IRS has
notified such shareholder that such shareholder is no longer
subject to backup withholding and (3) such shareholder is a U.S. Person
(including a U.S. resident alien).
The shareholder is required to give the exchange agent the social security
number or employer identification number of the record holder of the shares of
Slippery Rock common stock tendered with any Letter of Transmittal. If the
shares of Slippery Rock common stock are in more than one name or are not in the
name of the actual owner, consult the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 that are attached to these
Instructions to Exhibit A for additional guidance concerning which number to
report. If the shareholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, such shareholder
should write "Applied For" in the space provided for the TIN in Part I, and sign
and date the Substitute Form W-9. If "Applied For" is written in Part I and the
exchange agent is not provided with a TIN within 60 days, the exchange agent
will withhold 28% of all cash payments to such shareholder until a TIN is
provided to the exchange agent.
Each Slippery Rock shareholder should consult his or her own accountant or
tax advisor for further guidance in completing the Substitute Form W-9.
8. Lost, Destroyed, or Stolen certificates. If any certificates
representing shares of Slippery Rock common stock has been lost, destroyed, or
stolen, the owner of such certificates should promptly notify Morrow & Co., as
transfer agent for Slippery Rock (the "Transfer Agent"), at (800) 607-0088. Such
Slippery Rock shareholder will then be instructed as to the steps that must be
taken in order to replace the certificates. Upon the making of an affidavit of
that fact by the person claiming such certificates to be lost, stolen or
destroyed and the posting by such person of a bond as indemnity against any
claim that may be made with respect to such certificates, the Transfer Agent
will issue in exchange for such lost, stolen, or destroyed certificates a new
certificate representing such shares of Slippery Rock common stock. A Letter of
Transmittal cannot be processed until the procedures for replacing lost or
destroyed certificates have been followed.
EXHIBIT A
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen, i.e., 00-0000000. The table below will help determine the number to
give the payer.
FOR THIS TYPE OF ACCOUNT GIVE THE SOCIAL SECURITY NUMBER OF
(1) An individual's account The individual
(2) Two or more individuals (joint account) The actual owner of the account or, if combined funds, the
individual on the account (1)
(3) Custodian account of a minor (Uniform Gift to Minors The minor (2)
Act)
(4) a. The usual revocable savings trust (grantor is also The grantor-trustee (1)
trustee)
b. So-called trust account that is not a legal or The actual owner (1)
valid trust under state law
(5) Sole proprietorship The owner (3)
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT IDENTIFICATION NUMBER OF
(6) A valid trust, estate, or pension trust The legal entity (4)
(7) Corporate The corporation
(8) Association, club, religious, charitable, educational, The organization
or other tax-exempt organization
(9) Partnership The partnership
(10) A broker or registered The broker or nominee
(11) Account with the Department of Agriculture in the name The public entity
of a public entity (such as a state or local government,
school district, or prison) that receives agricultural
program payments
List first and circle the name of the person whose number you furnish. If only
one person on a joint account has an SSN, that person's number must be
furnished.
Circle the minor's name and furnish the minor's SSN.
You must show your individual name, but you may also enter your business or
"DBA" name. You may use either your SSN or EIN (if you have one).
List first and circle the name of the legal trust, estate, or pension trust. (Do
not furnish the TIN of the personal representative or trustee unless the legal
entity itself is not designated in the account title).
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know
your number, obtain Form SS-5, Application for a Social Security Number Card
(for individuals), or Form SS-4, Application for Employer Identification Number
(for businesses and all other entities), at the local office of the Social
Security Administration or the Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on all payments include the
following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a), any IRA Section
403(b)(7) if the account satisfies the requirements of section 401(f)(2).
- The United States or any of its agencies or instrumentalities. - A
state, the District of Columbia, a possession of the United States, or any
of its subdivisions or instrumentalities.
- - A foreign government, or any of their political subdivisions, agencies or
instrumentalities.
- - An international organization or any of its agencies, or
instrumentalities. - A dealer in securities or commodities required to
register in the U.S., District of Columbia or a possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a). - A trust,
exempt from tax under section 664 or described in section 4947. - An
entity registered at all times during the tax year under the Investment
Company Act of 1940.
- - A foreign central bank of issue.
- - A futures commission merchant registered with the Commodity Futures
Trading Commission.
- - A middleman known in the investment community as a nominee or custodian.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- - Payments of patronage dividends not paid in money.
- - Payments made by certain foreign organizations.
- - Section 404(k) distributions made by an ESOP. Payments of interest not
generally subject to backup withholding include the following:
- - Payments of interest on obligations issued by individuals. However, if you
pay $600 or more of interest in the course of your trade or business to a
payee, you must report the payment. Backup withholding applies if you have
not provided your correct taxpayer identification number.
- - Payments of tax-exempt interest (including exempt interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to non-resident aliens. -
Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage or student loan interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 28%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.
IRS PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER--If you fail
to furnish your taxpayer identification number to a requester, you are
subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
(4) MISUSE OF TAXPAYER IDENTIFICATION NUMBER--If the requester discloses or
uses Taxpayer Identification Numbers in violation of federal law, the
requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE