e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
June 15, 2011
F.N.B.
CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Florida
|
|
001-31940
|
|
25-1255406 |
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
|
|
|
One F.N.B. Boulevard
Hermitage, Pennsylvania
|
|
16148 |
|
|
|
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (724) 981-6000
N/A
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
þ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On
June 15, 2011, F.N.B. Corporation (FNB), the parent company of First National Bank of
Pennsylvania (FNB Bank), entered into an Agreement and Plan of Merger (the Merger Agreement)
with Parkvale Financial Corporation (Parkvale), the parent company of Parkvale Savings Bank
(Parkvale Savings), pursuant to which Parkvale will merge with and into FNB (the Merger).
Promptly following consummation of the Merger, it is expected that Parkvale Savings will merge with
and into FNB Bank (the Bank Merger).
Under the terms of the Merger Agreement, shareholders of Parkvale will receive 2.178 shares
(the Exchange Ratio) of FNB common stock for each share of common stock they own. The Merger
Agreement also provides that all options to purchase Parkvale stock which are outstanding and
unexercised immediately prior to the closing (Continuing Options) shall be converted into fully
vested and exercisable options to purchase shares of FNB common stock, as adjusted for the
Exchange Ratio.
The Merger Agreement provides that each outstanding share of Parkvales Fixed Rate Cumulative
Perpetual Preferred Stock, Series A (the Parkvale TARP Preferred), unless repurchased or redeemed
prior to the Merger, will be converted into the right to receive one share of FNB preferred stock
with substantially the same rights, powers and preferences as the Parkvale TARP Preferred. The
outstanding warrant (the Parkvale TARP Warrant) to purchase Parkvale common stock, which was
issued on December 23, 2008 to the United States Department of the Treasury (Treasury) will be
converted into a warrant to purchase FNB common stock, subject to appropriate adjustments to
reflect the Exchange Ratio. Subject to the receipt of requisite regulatory approvals, the parties
have agreed to use their best efforts to have the Parkvale TARP Preferred either purchased by FNB
or one of its subsidiaries, in which case it is expected to be extinguished upon consummation of
the Merger, or repurchased or redeemed by Parkvale. The FNB also may elect to have the Parkvale
TARP Warrant is also expected to bepurchased, redeemed or repurchased or redeemed prior to or upon
consummation of the Merger.
At the closing of the Merger, FNB will expand the size of its Board of Directors by one member
and appoint Mr. Robert J. McCarthy, Jr., Parkvales President and Chief Executive Officer, as a
director of FNB. In addition, the FNB Bank Board of Directors also will be increased by one at the
closing of the Merger and another mutually agreed upon member of the Board of Directors of Parkvale
or Parkvale Savings will be appointed to such position.
The Merger Agreement contains (a) customary representations and warranties of Parkvale and
FNB, including, among others, with respect to corporate organization, capitalization, corporate
authority, third party and governmental consents and approvals, financial statements, and
compliance with applicable laws, (b) covenants of Parkvale and FNB to conduct their respective
business in the ordinary course until the Merger is completed; and (c) covenants of Parkvale and
FNB not to take certain actions during such period. Parkvale has also agreed not to (i) solicit
proposals relating to alternative business combination transactions or (ii) subject to certain
exceptions, enter into discussions concerning, or provide confidential information in connection
with, any proposals for alternative business combination transactions.
- 2 -
Consummation of the Merger is subject to certain conditions, including, among others, approval of
the Merger by shareholders of Parkvale, governmental filings and regulatory approvals and
expiration of applicable waiting periods, accuracy of specified representations and warranties of
the other party, effectiveness of the registration statement to be filed by FNB with the SEC to
register shares of FNB common stock to be offered to Parkvale shareholders, absence of a material
adverse effect, receipt of tax opinions, and the absence of any injunctions or other legal
restraints.
The Merger Agreement also contains certain termination rights for Parkvale and FNB, as the
case may be, applicable upon the occurrence or non-occurrence of certain events, including: final,
non-appealable denial of required regulatory approvals or injunction prohibiting the transactions
contemplated by the Merger Agreement; if, subject to certain conditions, the Merger has not been
completed by April 30, 2012; a breach by the other party that is not or cannot be cured within 30
days if such breach would result in a failure of the conditions to closing set forth in the Merger
Agreement; Parkvales shareholders failing to approve the transaction by the required vote; entry
by the Board of Directors of Parkvale into an alternative business combination transaction pursuant
to a superior proposal, as defined; or the failure by the Board of Directors of Parkvale to
recommend the Merger to its shareholders. If the Merger is not consummated under certain
circumstances, Parkvale has agreed to pay FNB a termination fee of $6.0 million.
The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety
by reference to the complete text of such document, which will be filed by amendment as Exhibit
2.1.
Item 8.01 Other Events.
On June 15, 2011, F.N.B. Corporation and Parkvale Financial Corporation issued a joint press
release announcing the execution of the Merger Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K contains forward looking statements within the meaning of the
Private Securities Litigation Reform Act giving FNBs expectations or predictions of future
financial or business performance or conditions. Forward-looking statements are typically
identified by words such as believe, expect, anticipate, intend, target, estimate,
continue, positions, prospects or potential, by future conditional verbs such as will,
would, should, could or may, or by variations of such words or by similar expressions.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties which
change over time. Forward-looking statements speak only as of the date they are made and we assume
no duty to update forward-looking statements.
- 3 -
In addition to factors previously disclosed in FNBs and Parkvales reports filed with the
U.S. Securities and Exchange Commission (the SEC) and those identified elsewhere in this
presentation, the following factors among others, could cause actual results to differ materially
from forward-looking statements or historical performance: ability to obtain regulatory approvals
and meet other closing conditions to the merger, including approval by Parkvales shareholders, on
the expected terms and schedule; delay in closing the merger; difficulties and delays in
integrating FNBs and Parkvales businesses or fully realizing cost savings and other benefits;
business disruption following the merger; changes in asset quality and credit risk; the inability
to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation;
customer acceptance of FNBs products and services; customer borrowing, repayment, investment and
deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of
business initiatives; competitive conditions; the inability to realize cost savings or revenues or
to implement integration plans and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and timing of technological changes,
capital management activities, and other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms, including those associated with the Dodd-Frank Wall Street Reform
and Consumer Protection Act.
Additional Information
In connection with the proposed merger, FNB will file with the SEC a Registration Statement on Form
S-4 that will include a Proxy Statement of Parkvale and a Prospectus of FNB, as well as other
relevant documents concerning the proposed transaction. INVESTORS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The proxy statement/prospectus and other relevant materials (when they become available), and
any other documents F.N.B. Corporation has filed with the SEC, may be obtained free of charge
at the SECs website at www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie,
F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317.
Investors will be able to obtain a free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about FNB and Parkvale at the SECs Internet site
(http://www.sec.gov).
Item 9.01. Financial Statements and Exhibits.
|
|
|
Exhibit No |
|
Exhibit Description |
99.1
|
|
Joint Press Release dated June 15, 2011. |
- 4 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
F.N.B. CORPORATION
|
|
|
By: |
/s/ Stephen J. Gurgovits |
|
|
|
Stephen J. Gurgovits, |
|
|
|
Chief Executive Officer |
|
|
Date: June 15, 2011
- 5 -