SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 18, 2002, pursuant to the terms and conditions of the
Agreement and Plan of Merger, dated as of June 13, 2001 (the "Merger
Agreement"), between F.N.B. Corporation ("FNB") and Promistar Financial
Corporation ("Promistar"), Promistar merged with and into FNB (the "Merger"). As
a result of the Merger, each outstanding share of the Promistar common stock was
converted into 0.926 shares of FNB common stock. The Merger will be accounted
for as a pooling of interests under generally accepted accounting principles.
The Joint Proxy Statement/Prospectus, dated September 7, 2001 (the
"Joint Proxy Statement/Prospectus"), included in FNB's Registration Statement on
Form S-4 (Registration No. 333-66548) (the "Registration Statement"), sets forth
certain additional information regarding the Merger, FNB and Promistar. In
connection with the Merger, three of the former directors of Promistar were
elected to the Board of Directors of FNB.
A copy of the news release announcing the completion of the Merger is
attached hereto as Exhibit 99.1 and is incorporated into this Item 2 by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Financial Statements and Pro Forma Financial Information
Pursuant to instruction (a)(4) of Item 7, the financial statements and
pro forma financial information required to be filed in connection with this
Report will be filed no later than April 2, 2002.
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.
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: February 28, 2002
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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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.