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): April 25, 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):
[X] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 25, 2005, F.N.B. Corporation (the Corporation) announced the
signing of a definitive agreement to acquire North East Bancshares, Inc., a bank
holding company located in North East, Pennsylvania. The merger is valued at
approximately $15.5 million with North East shareholders receiving $107.00 of
F.N.B. Corporation common stock for each share of North East common stock.
The press release issued by the Corporation announcing the acquisition is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
The acquisition, subject to regulatory approval, is expected to close
during the fourth quarter of 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
99.1 Press release dated April 25, 2005 announcing the signing of a
definitive agreement to acquire North East Bancshares, Inc., a
bank holding company based in North East, Pennsylvania.
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: April 25, 2005