SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) January 18, 2002
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F.N.B. CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 0-8144 25-1255406
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
F.N.B. Center, 2150 Goodlette Road North, Naples, Florida 34102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (941) 262-7600
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(Former name or former address, if changed since last report)
This Current Report on Form 8-K/A is being filed to amend Item 7 of the
Form 8-K filed by the Registrant with the Securities and Exchange Commission on
February 28, 2002 to include the financial statements of Promistar Financial
Corporation ("Promistar") and the pro forma financial information reflecting the
pro forma effect on the Registrant of its acquisition of Promistar .
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Financial Statements and Pro Forma Financial Information
(a) Financial Statements of Business Acquired
The financial statements of Promistar as of December 31, 2000
and 1999 and for each of the three years ended December 31,
2000, 1999 and 1998 are incorporated by reference to Item 14
of the Form 10-K filed by Promistar with the SEC for its
fiscal year ended December 31, 2000. The financial statements
of Promistar as of September 30, 2001 and 2000 and for the
nine months ended September 30, 2001 and 2000 are incorporated
by reference to Item 1 of the Form 10-Q filed by Promistar
with the SEC for its fiscal quarter ended September 30, 2001.
(b) Pro Forma Financial Information
The unaudited pro forma combined condensed financial
information for each of the three years ended December 31,
2000, 1999 and 1998 is incorporated by reference to the
Registration Statement on Form S-4 of the Registrant
(Registration Statement No. 333-66548). The unaudited pro
forma combined condensed financial information as of and for
the nine months ended September 30, 2001 is filed herewith as
Exhibit 99.2.
Exhibits
The following exhibits are included in this Report:
(*)2.1 The Merger Agreement (incorporated by reference to Appendix A
to the Joint Proxy Statement/Prospectus contained in the
Registration Statement and to Exhibit 2.1 to FNB's Current
Report on Form 8-K filed June 14, 2001).
(*)99.1 Press release issued January 18, 2002 announcing completion of
the Merger.
99.2 Unaudited pro forma combined condensed balance sheet as of
September 30, 2001 and statement of income for the nine months
ended September 30, 2001.
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(*) Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
F.N.B. CORPORATION
By: /s/ John D. Waters
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John D. Waters
Vice President and Chief Financial Officer
Dated: March 29, 2002