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): February 18, 2005
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F.N.B. CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or Other Jurisdiction of Incorporation)
001-31940 25-1255406
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(Commission File Number) (IRS Employer Identification No.)
One F.N.B. Boulevard, Hermitage, PA 16148
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(Address of Principal Executive Offices) (Zip Code)
(724) 981-6000
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(Registrant's telephone number, including area code)
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(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 (see General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Effective as of the close of business on February 18, 2005, NSD Bancorp, Inc.
("NSD"), a Pennsylvania corporation, merged with an into F.N.B. Corporation (the
"Company"), a Florida corporation, pursuant to the Agreement and Plan of Merger
dated October 14, 2004 (the "Merger Agreement") between the Company and NSD (the
"Merger"). Also, NSD's wholly owned subsidiary, NorthSide Bank, was merged with
and into First National Bank of Pennsylvania, a wholly owned subsidiary of the
Company, effective as of the close of business on February 18, 2005. As of
December 31, 2004, NSD had total assets of $505.5 million, total liabilities of
$465.3 million and total stockholders' equity of $40.2 million.
As a result of the Merger, each outstanding share of NSD common stock was
converted into the right to receive 1.8 shares of the Company's common stock.
Therefore, the Company is issuing approximately 5.9 million shares of the
Company's common stock as a result of the Merger. The Company included a copy of
the Merger Agreement as Appendix A to the Company's Registration Statement on
Form S-4, as amended, which the Company filed with the Securities and Exchange
Commission (the "Commission") on January 13, 2005. The Merger Agreement is
incorporated into this Item 2.01 by reference. A copy of the press release
announcing the closing of the Merger is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated into this Item 2.01 by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On February 18, 2005, the Company announced the appointment of David J. Malone
to the Board of Directors. Mr. Malone was previously a director of NSD, which
the Company acquired effective February 18, 2005. The Merger Agreement between
the Company and NSD required the Company to appoint one director from NSD's
Board of Directors to serve on the Company's Board of Directors. Mr. Malone has
not been named to serve on any committees of the Company's Board of Directors at
this time. Mr. Malone and his immediate family members do not have any
reportable loans with the Company or its affiliates.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Under the rules of the Commission, no financial statements or pro forma
financial statements are required to be filed with respect to the acquisition
reported in Item 2.01 of this Current Report on Form 8-K.
Exhibits:
99.1 Press release dated February 18, 2005 announcing the completion of
the merger of NSD Bancorp, Inc. with F.N.B. Corporation.
SIGNATURES
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
(Registrant)
By: /s/Brian F. Lilly
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Name: Brian F. Lilly
Title: Chief Financial Officer
(Principal Financial Officer)
Dated: February 24, 2005