Filed Pursuant to Rule 424(b)(3)

Registration No. 333-148117

 

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

 

 

The boards of directors of F.N.B. Corporation and Omega Financial Corporation each have unanimously approved a strategic merger that will enhance the competitive position of the combined companies in Pennsylvania. The merger is structured so that FNB will be the surviving company. FNB will issue approximately 26,600,000 shares of its common stock in connection with the merger, including shares issuable upon exercise of outstanding Omega stock options and shares subject to Omega restricted stock units. After completion of the merger, we expect that current FNB shareholders will, as a group, own approximately 70% of the combined companies and Omega shareholders will, as a group, own approximately 30% of the combined companies.

 

If the merger is completed, Omega shareholders will have the right to receive 2.022 shares of FNB common stock for each share of Omega common stock held immediately prior to the merger plus cash in lieu of any fractional share interests. FNB shareholders will continue to own their existing FNB common stock. The following table shows the closing sales price of FNB common stock as reported by the New York Stock Exchange, or NYSE, and the closing sales price of Omega common stock as reported by the Nasdaq Global Select Market on November 8, 2007, the last trading day before we announced the merger, and on January 29, 2008, the last practicable trading day before the distribution of this joint proxy statement/prospectus. This table also shows the pro forma equivalent value of the merger consideration proposed for each share of Omega common stock, which we calculated by multiplying the closing price of FNB common stock on those dates by 2.022, the exchange ratio in the merger.

 

 

The market price of FNB common stock may fluctuate up or down prior to the merger, which will result in corresponding fluctuations in the pro forma equivalent value per share of Omega common stock. The exchange ratio of 2.022 shares of FNB common stock for each share of Omega common stock is fixed. The exchange ratio will not change if the stock prices of Omega or FNB change. You should obtain current market quotations for the shares of both companies.

 

We expect that the merger will generally be tax free to Omega shareholders, except for taxes on cash received by Omega shareholders instead of receiving fractions of shares of FNB common stock.

 

We cannot complete the merger unless the shareholders of both companies approve and adopt the merger agreement. Each of us will hold a special meeting of our shareholders to vote on the merger agreement. Your vote is important. Whether or not you plan to attend your special meeting of shareholders, please take the time to vote your shares in accordance with the instructions contained in this joint proxy statement/prospectus. Only shareholders of record of FNB common stock and Omega common stock as of January 18, 2008 are entitled to attend and vote at the respective special meetings. The places, dates and times of the special meetings are as follows:

 

 

The accompanying joint proxy statement/prospectus describes the special meetings, the merger agreement, the documents related to the merger and certain other matters. We recommend that you carefully read this joint proxy statement/prospectus, including the considerations discussed under “Risk Factors Relating to the Merger” beginning on page 21. You can also obtain information about FNB and Omega from documents that each of us has filed with the Securities and Exchange Commission.

 

 

 

FNB common stock is quoted on the NYSE under the symbol “FNB.” Omega common stock is quoted on the Nasdaq Global Select Market under the symbol “OMEF.”

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the FNB common stock to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

 

 

Shares of FNB common stock are not savings or deposit accounts or other obligations of any bank or savings association and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

 

 

The date of this joint proxy statement/prospectus is February 8, 2008, and it is first being mailed or otherwise delivered to FNB’s shareholders and Omega’s shareholders on or about February 8, 2008.

One F.N.B. Boulevard

Hermitage, Pennsylvania 16148

 

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD MARCH 19, 2008

 

 

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of F.N.B. Corporation (“FNB”) will be held at 3:30 p.m., prevailing time, on Wednesday, March 19, 2008 at the F.N.B. Technology Center Board Room, 4140 East State Street, Hermitage, Pennsylvania, to consider the following matters, all of which are more completely set forth in the accompanying joint proxy statement/prospectus:

 

(1) a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 8, 2007, between FNB and Omega Financial Corporation (“Omega”) pursuant to which Omega will merge with and into FNB and FNB will issue up to 26,600,000 shares of FNB common stock pursuant to the merger agreement;

 

(2) a proposal to approve the adjournment of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal; and

 

(3) to transact such other business as may be properly presented for action at the special meeting and any adjournment, postponement or continuation of the special meeting.

 

FNB has fixed the close of business on January 18, 2008 as the record date for the determination of FNB shareholders entitled to notice of, and to vote at, the FNB special meeting and any adjournment, postponement or continuation of the FNB special meeting. A list of FNB shareholders entitled to vote at the FNB special meeting will be available for examination by any FNB shareholder for any purpose related to the FNB special meeting during normal business hours for ten days prior to the FNB special meeting at FNB’s offices at One F.N.B. Boulevard, Hermitage, Pennsylvania.

 

FNB’s board of directors has unanimously approved the merger agreement whereby Omega will merge with and into FNB and FNB will issue shares of FNB common stock as provided in the merger agreement. FNB’s board of directors recommends that FNB shareholders vote FOR the merger proposal and FOR the adjournment proposal.

 

FNB’s board of directors requests that you submit your proxy, whether or not you expect to attend the FNB special meeting in person. If you attend the FNB special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

 

By Order of the Board of Directors,

 

 

Stephen J. Gurgovits,
Chairman of the Board and Chief Executive Officer

 

Hermitage, Pennsylvania

February 8, 2008

366 Walker Drive

State College, Pennsylvania 16801

 

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD MARCH 19, 2008

 

 

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Omega Financial Corporation (“Omega”) will be held at 3:00 p.m., prevailing time, on Wednesday, March 19, 2008 at the Ramada Inn, 1450 South Atherton Street, State College, Pennsylvania, to consider and vote upon the following matters, all of which are more completely set forth in the accompanying joint proxy statement/prospectus:

 

(1) a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 8, 2007, between F.N.B. Corporation (“FNB”) and Omega, pursuant to which Omega will merge with and into FNB and each outstanding share of Omega common stock will be converted into 2.022 shares of FNB common stock as described in greater detail in the accompanying joint proxy statement/prospectus;

 

(2) a proposal to approve the adjournment of the special meeting, if necessary, to permit the further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal; and

 

(3) to transact such other business as may be properly presented for action at the special meeting and any adjournment, postponement or continuation of the special meeting.

 

Omega has fixed the close of business on January 18, 2008 as the record date for the determination of Omega shareholders entitled to notice of, and to vote at, the special meeting and any adjournment, postponement or continuation of the Omega special meeting. We cannot complete the merger unless Omega shareholders vote to approve and adopt the merger agreement. The directors of Omega, who collectively hold approximately 3.3% of the outstanding Omega common stock, excluding stock options, have entered into voting agreements with FNB and have agreed to vote FOR the approval and adoption of the merger agreement. Holders of Omega common stock have no dissenters rights under Pennsylvania law in connection with the merger.

 

If the Omega special meeting is adjourned for one or more periods aggregating at least 15 days because of the absence of a quorum, those shareholders entitled to vote who attend the reconvened special meeting, if less than a quorum as determined under applicable law, shall nevertheless constitute a quorum of Omega’s shareholders for the purpose of acting upon any matter set forth in this notice of special meeting.

 

Omega’s board of directors has unanimously approved the merger agreement and recommends that Omega shareholders vote FOR approval and adoption of the merger agreement and FOR the adjournment of the Omega special meeting, if necessary.

 

Whether or not you expect to attend the Omega special meeting in person, you are urged to vote.

 

If your stock is registered in your name, you may vote by mail, telephone or electronically through the internet, by following the instructions included with your proxy card. Please check your proxy card for instructions on all three options. If you vote by telephone or electronically through the internet, you do not need to return your proxy card. If your shares are registered in the name of your broker, bank or other nominee, please check your proxy card or contact your broker, bank or nominee to determine whether you will be able to vote by telephone or electronically through the internet. If you vote by mail, please sign, date and promptly return the enclosed proxy. A self-addressed envelope is enclosed for your convenience; no postage is required if mailed in the United States. If you submit a signed proxy card or submit your proxy by telephone or electronically through the internet but do not indicate how you want your shares voted, the persons named in the enclosed proxy will vote your shares FOR the approval and adoption of the merger agreement and FOR the adjournment of the Omega special meeting, if necessary.

 

If you attend the Omega special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

 

Please do not send any stock certificates at this time. Thank you for your cooperation.

 

By Order of the Board of Directors,

 

 

Donita R. Koval,
President and Chief Executive Officer

 

State College, Pennsylvania

February 8, 2008

 

REFERENCE TO ADDITIONAL INFORMATION

 

This joint proxy statement/prospectus incorporates important business and financial information about FNB and Omega from documents that are not included in or delivered with this joint proxy statement/prospectus. You can obtain documents incorporated by reference in this joint proxy statement/prospectus, without charge, other than certain exhibits to those documents, by requesting them in writing or by telephone from the appropriate company at the following addresses:

 

 

In order to ensure timely delivery of the documents, any requests should be made by March 5, 2008.

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

 

SUMMARY

	•	Consider and vote upon a proposal to approve and adopt the merger agreement between FNB and Omega pursuant to which Omega will merge with and into FNB pursuant to which FNB will issue up to 26,600,000 shares of FNB common stock to Omega’s shareholders on the terms and conditions provided in the merger agreement, as described in this joint proxy statement/prospectus;
	•	Consider and vote upon a proposal to adjourn the FNB special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the FNB special meeting to approve and adopt the FNB merger proposal; and
	•	Transact such other business as may be properly presented for action at the FNB special meeting or any adjournment, postponement or continuation of the FNB special meeting.

	•	Consider and vote upon a proposal to approve and adopt the merger agreement between FNB and Omega pursuant to which Omega will merge with and into FNB, as described in this joint proxy statement/prospectus;
	•	Consider and vote upon a proposal to adjourn the Omega special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Omega special meeting to approve and adopt the merger agreement; and
	•	Transact such other business as may be properly presented for action at the Omega special meeting or any adjournment, postponement or continuation of the Omega special meeting.

	•	Each share of Omega common stock will automatically be converted into the right to receive 2.022 shares of FNB common stock; and
	•	Omega will cease to exist as a separate legal entity and all of Omega’s and Omega Bank’s operations will be conducted by FNB and FNB Bank.

	•	the continued indemnification of Omega’s current directors and executive officers under the merger agreement and providing these individuals with directors’ and officers’ insurance;
	•	the execution of an employment agreement between FNB Bank and Donita R. Koval, that will become effective upon the consummation of the merger;
	•	the potential receipt of change of control payments by Omega’s executive officers pursuant to severance agreements;
	•	the lump-sum payment of certain retirement benefits to two of Omega’s executive officers and one Omega director;
	•	the conversion of Omega stock options into FNB stock options to acquire that number of shares of Omega common stock covered by the option times the exchange ratio at an exercise price equal to the exercise price of the Omega stock option divided by the exchange ratio;

	•	three members of Omega’s board of directors, Philip E. Gingerich, D. Stephen Martz and Stanton R. Sheetz, will be appointed to the board of directors of FNB and four members of the board of directors of Omega Bank, Carl H. Baxter, Jodi L. Green, Robert A. Hormell and D. Stephen Martz, will be appointed to FNB Bank’s board of directors and will receive directors’ fees in connection therewith;

	•	the members of Omega’s board of directors will be offered the opportunity to serve as members of the advisory board of directors of FNB’s new Allegheny Mountain Region and will receive certain fees for such services; and

	•	the boards of directors of FNB and Omega intend to approve prior to the closing of the merger resolutions that exempt the disposition of Omega shares and the receipt of FNB shares in the merger by Omega’s directors and executive officers from the short-swing liability provisions of the Exchange Act.

	•	approval of the FNB merger proposal by a majority of the votes cast by all holders of shares of FNB common stock entitled to vote at the FNB special meeting so long as the total votes cast on the FNB merger proposal, including abstentions, by FNB’s shareholders represent over 50% of the total votes entitled to be cast on the FNB merger proposal by FNB’s shareholders and approval of the Omega merger proposal by a majority of the votes cast by all holders of Omega’s common stock entitled to vote at the Omega special meeting;
	•	the receipt of all regulatory approvals needed to complete the merger, including the approval of the Office of the Comptroller of the Currency, or OCC, the approval of the Board of Governors of the Federal Reserve System, or Federal Reserve Board, the approval of the Pennsylvania Department of Banking, or the Department, and the approval of the listing of additional shares of FNB common stock on the NYSE;
	•	the absence of any law or injunction that would effectively prohibit the merger; and
	•	the receipt of legal opinions from FNB’s legal counsel and Omega’s legal counsel as to the tax treatment of the merger.

	•	failure to obtain the necessary regulatory approvals for the merger unless the failure is due to the terminating party’s breach of its covenants in the merger agreement;
	•	failure to complete the merger by June 30, 2008, unless the reason the merger has not been consummated by that date is a breach of the merger agreement by the terminating party;
	•	the non-terminating party’s breach of a representation, warranty, covenant or agreement contained in the merger agreement that would cause the failure of the closing conditions to be satisfied, provided the terminating party is not then in material breach of any of its representations, warranties, covenants or agreements in the merger agreement; or
	•	failure of the holders of the other party’s outstanding common stock to approve its merger proposal, provided the terminating party is not in material breach of its obligations to hold its special meeting and its board of directors is not in breach of its covenant to recommend such approval.

	•	breached its obligation not to initiate, solicit or encourage or take any action to facilitate another proposal to acquire it, participate in any discussions or negotiations relating to another proposal to acquire it or, except as permitted by and subject to certain terms of, the merger agreement, approve, recommend or enter into any letter of intent, agreement or other commitment relating to another proposal to acquire Omega;
	•	failed to have Omega’s board of directors recommend approval of the Omega merger proposal to Omega’s shareholders or Omega’s board of directors shall have changed its recommendation, except as permitted by the merger agreement with respect to a proposal to acquire it on terms and conditions superior to those in the merger agreement;
	•	recommended approval of another proposal to acquire Omega; or
	•	failed to call and hold the Omega special meeting.

	•	failed to have FNB’s board of directors recommend approval of the FNB merger proposal to FNB’s shareholders or FNB’s board of directors shall have changed its recommendation; or
	•	failed to call and hold the FNB special meeting.

	•	prior to the mailing of this joint proxy statement/prospectus, Omega terminates the merger agreement in order to enter into an agreement relating to an acquisition proposal that has terms superior to those of the merger agreement from the perspective of Omega’s shareholders;
	•	FNB terminates the merger agreement prior to the Omega special meeting because Omega has breached its obligation not to encourage or solicit acquisition proposals, Omega has failed to hold the Omega

		special meeting or Omega’s board of directors has not recommended approval of the Omega merger proposal or has changed its recommendation or has recommended approval of another proposal to acquire Omega or Omega fails to hold its special meeting;

	•	a tender or exchange offer for 25% or more of Omega’s common stock is made and Omega’s board of directors fails to send a statement to Omega’s shareholders recommending rejection of that offer within 10 days after the offer has been made; or
	•	FNB or Omega terminate the merger agreement because:

	•	Omega’s shareholders did not approve the Omega merger proposal;
	•	a proposal to acquire Omega is made by a third party after November 8, 2007 and is not withdrawn prior to termination of the merger agreement; and
	•	within 18 months thereafter, Omega enters into an agreement to merge with or be acquired by that third party or that third party acquires substantially all of Omega’s assets or that third party acquires more than 50% of Omega’s common stock.

	•	by Omega because FNB’s shareholders did not approve the FNB merger proposal at the FNB special meeting or because FNB breached its representations, warranties, covenants or agreements in the merger agreement, which breach could reasonably be expected to result in a material adverse effect and which breach cannot be or is not cured, assuming Omega is also not in material breach of its obligations under the merger agreement, FNB will pay Omega’s out-of-pocket expenses in connection with the merger, including fees and expenses of legal counsel, financial advisors and accountants, up to a maximum of $500,000; and
	•	by FNB because Omega’s shareholders did not approve the Omega merger proposal at the Omega special meeting or because Omega breaches its representations, warranties, covenants or agreements in the merger agreement which breach could reasonably be expected to result in a material adverse effect and which breach cannot be or is not cured, assuming FNB is also not in material breach of its obligations under the merger agreement, Omega will pay FNB’s out-of-pocket expenses in connection with the merger, including fees and expenses of legal counsel, financial advisors and accountants, up to a maximum of $500,000, provided, however, that Omega does not have to pay FNB’s expenses if Omega has paid the break-up fee to FNB.

										Pro Forma Equivalent
		FNB				Omega				Value of One Share of
		Common Stock				Common Stock				Omega Common Stock
November 8, 2007		$	15.40			$	26.22			$	31.14
January 29, 2008			15.10				29.89				30.53

		Year Ended December 31,
		2007				2006
		(Unaudited)
Net income		$	69,678,000			$	67,649,000
Net income per share (basic)			1.16				1.15
Net income per share (diluted)			1.15				1.14

		Year Ended December 31,
		2007				2006
		(Unaudited)
Net income		$	21,097,000			$	20,431,000
Net income per share (basic)			1.67				1.62
Net income per share (diluted)			1.67				1.62

 

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF FNB

		Nine Months
		Ended September 30,								Year Ended December 31,
		2007				2006				2006				2005				2004				2003				2002
		(Dollars in thousands, except per share amounts)
Summary of Earnings Data:
Total interest income		$	276,056			$	251,662			$	342,422			$	295,480			$	253,568			$	256,102			$	275,061
Total interest expense			130,629				110,783				153,585				108,780				84,390				86,990				98,372
Net interest income			145,427				140,879				188,837				186,700				169,178				169,112				176,689
Provision for loan losses			7,461				7,883				10,412				12,176				16,280				17,155				13,624
Net interest income after provision for loan losses			137,966				132,996				178,425				174,524				152,898				151,957				163,065
Total non-interest income			60,973				59,979				79,275				57,807				77,326				67,319				65,595
Total non-interest expense			124,996				121,119				160,514				155,226				140,892				183,272				183,661
Income before income taxes			73,943				71,856				97,186				77,105				89,332				36,004				44,999
Income taxes			21,327				21,800				29,537				21,847				27,537				8,966				13,728
Income from continuing operations			52,616				50,056				67,649				55,258				61,795				27,038				31,271
Earnings from discontinued operations, net of taxes			—				—				—				—				—				31,751				32,064
Net income			52,616				50,056				67,649				55,258				61,795				58,789				63,335
Per Share Data(1):
Basic earnings per share:
Continuing operations		$	0.88			$	0.86			$	1.15			$	0.99			$	1.31			$	0.58			$	0.68
Discontinued operations			—				—				—				—				—				0.69				0.69
Net income			0.88				0.86				1.15				0.99				1.31				1.27				1.37
Diluted earnings per share:
Continuing operations			0.87				0.85				1.14				0.98				1.29				0.57				0.67
Discontinued operations			—				—				—				—				—				0.68				0.68
Net income			0.87				0.85				1.14				0.98				1.29				1.25				1.35
Cash dividends paid			0.71				0.705				0.94				0.925				0.92				0.93				0.81
Book value(2)			8.94				8.94				8.90				8.31				6.47				13.10				12.93

		Nine Months
		Ended September 30,								Year Ended December 31,
		2007				2006				2006				2005				2004				2003				2002
		(Dollars in thousands, except per share amounts)
Statement of Condition Data (at end of period):
Total assets		$	6,124,174			$	6,060,285			$	6,007,592			$	5,590,326			$	5,027,009			$	8,308,310			$	7,090,232
Assets of discontinued operations			—				—				—				—				—				3,751,136				2,735,204
Net loans			4,306,482				4,191,519				4,200,569				3,698,340				3,338,994				3,213,058				3,188,223
Deposits			4,484,184				4,399,924				4,372,842				4,011,943				3,598,087				3,439,510				3,304,105
Short-term borrowings			451,188				372,761				363,910				378,978				395,106				232,966				255,370
Long-term and junior subordinated debt			584,722				688,432				670,921				662,569				636,209				584,808				400,056
Liabilities of discontinued operations			—				—				—				—				—				3,386,021				2,467,123
Total shareholders’ equity(2)			541,593				538,968				537,372				477,202				324,102				606,909				598,596
Significant Ratios(2):
Return on average assets			1.17	%			1.15	%			1.15	%			0.99	%			1.29	%			0.74	%			0.93	%
Return on average equity			13.04				13.25				13.15				12.44				23.54				9.66				10.97
Return on average tangible equity			26.63				26.37				26.30				23.62				30.42				16.81				11.46
Dividend payout ratio			81.57				82.26				81.84				94.71				72.56				72.90				59.03
Average equity to average assets			8.93				8.65				8.73				7.97				5.50				7.66				8.51

(1)		Per share amounts for 2003 and 2002 have been restated for the common stock dividend declared on April 28, 2003.
(2)		Effective January 1, 2004, FNB spun-off its Florida operations into a separate, independent public company. As a result of the spin-off, the Florida operations’ earnings for prior years have been classified as discontinued operations on FNB’s consolidated income statements and the assets and liabilities related to the discontinued operations have been disclosed separately on FNB’s consolidated balance sheets for prior years. In addition, the book value at period end, stockholders’ equity, the return on average assets ratio, the return on average equity ratio, the return on average tangible equity ratio and the dividend payout ratio for 2003 and 2002 include the discontinued operations.

 

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF OMEGA

		Nine Months
		Ended September 30,								Year Ended December 31,
		2007				2006				2006				2005				2004				2003				2002
		(Dollars in thousands, except per share amounts)
Summary of Earnings Data:
Total interest income		$	70,632			$	70,912			$	94,787			$	91,175			$	62,371			$	56,783			$	64,960
Total interest expense			25,763				25,041				33,721				29,505				16,666				13,706				19,323
Net interest income			44,869				45,871				61,066				61,670				45,705				43,077				45,637
Provision for loan losses			1,560				1,120				3,896				1,202				(300	)			350				630
Net interest income after provision for loan losses			43,309				44,751				57,170				60,468				46,005				42,727				45,007
Total non-interest income			21,097				20,524				28,886				27,889				19,988				16,805				15,034
Total non-interest expense			42,828				44,448				59,609				59,381				43,550				37,521				36,212
Income before income taxes and discontinued operations			21,578				20,827				26,447				28,976				22,443				22,011				23,829
Income tax/expense			5,186				4,689				5,702				6,213				5,357				4,826				5,650
Net income from continuing operations			16,392				16,138				20,745				22,763				17,086				17,185				18,179
Earnings from discontinued operations, net of taxes			—				(93	)			(314	)			112				(65	)			—				—
Net income			16,392				16,045				20,431				22,875				17,021				17,185				18,179
Per Share Data:
Basic earnings per share:
Continuing operations		$	1.30			$	1.28			$	1.65			$	1.81			$	1.80			$	2.07			$	2.17
Discontinued operations			—				(0.01	)			(0.02	)			0.01				(0.01	)			—				—
Net income			1.30				1.28				1.62				1.82				1.79				2.07				2.17
Diluted earnings per share:
Continuing operations			1.30				1.28				1.65				1.80				1.79				2.01				2.10
Discontinued operations			—				(0.01	)			(0.02	)			0.01				(0.01	)			—				—
Net income			1.30				1.27				1.62				1.81				1.78				2.01				2.10
Cash dividends — common			0.93				0.93				1.24				1.24				1.20				1.17				1.13
Book value — common			26.22				25.64				25.76				25.28				25.07				19.79				19.63

		Nine Months
		Ended September 30,								Year Ended December 31,
		2007				2006				2006				2005				2004				2003				2002
		(Dollars in thousands, except per share amounts)
Statement of Condition Data (at end of period):
Total assets		$	1,782,381			$	1,876,105			$	1,815,818			$	1,939,979			$	2,082,571			$	1,140,166			$	1,154,557
Assets of discontinued operations			—				—				—				4,599				—				—				—
Net loans			1,114,169				1,136,362				1,135,048				1,199,373				1,312,606				788,144				779,819
Deposits			1,292,494				1,355,125				1,325,763				1,422,530				1,502,082				907,580				919,255
Short-term borrowings			62,880				62,708				65,712				90,153				90,259				33,263				41,452
Long-term and junior subordinated debt			83,812				86,116				85,551				94,859				158,961				24,121				19,069
Liabilities of discontinued operations			—				—				—				156				—				—				—
Total shareholders’ equity			331,205				322,389				325,211				318,490				315,739				167,439				162,110
Significant Ratios:
Return on average assets			1.21	%			1.12	%			1.08	%			1.15	%			1.24	%			1.50	%			1.58	%
Return on average common equity			6.62				6.64				6.32				7.13				8.89				10.32				11.32
Return on average tangible equity			13.29				14.04				13.22				15.33				11.84				10.32				11.32
Dividend payout — common			71.67				72.86				76.59				68.30				66.91				55.76				50.76
Average equity to average assets			18.34				16.86				17.07				16.06				13.97				14.53				13.96

 

SELECTED CONSOLIDATED UNAUDITED PRO FORMA FINANCIAL INFORMATION

		As of September 30, 2007
										Pro Forma				Pro Forma
		FNB				Omega				Adjustments				Combined
		(Dollars in thousands, except per share amounts)
ASSETS:
Cash and equivalents		$	135,509			$	80,827			$	—			$	216,336
Investment securities			1,035,959				287,035				81	(A)			1,323,075
Mortgage loans held for sale			7,131				200				—				7,331
Loans			4,358,604				1,126,774				1,972	(B)			5,487,350
Allowance for loan losses			(52,122	)			(12,805	)			—				(64,927	)
Net loans			4,306,482				1,113,969				1,972				5,422,423
Premises and equipment, net			82,977				29,428				—				112,405
Goodwill			242,120				159,567				61,849	(D)			463,536
Other intangibles			20,543				6,092				33,670	(C)			60,305
Other assets			293,453				105,263				(5,233	(E)			393,483
Total assets		$	6,124,174			$	1,782,381			$	92,339			$	7,998,894
LIABILITIES:
Deposits		$	4,484,184			$	1,292,494			$	3,526	(F)		$	5,780,204
Borrowings			884,879				90,872				71	(G)			975,822
Junior subordinated debt			151,031				55,820				(1,424	)(H)			205,427
Other liabilities			62,487				11,990				30,060	(I)			104,537
Total liabilities			5,582,581				1,451,176				32,233				7,065,990
Shareholders’ equity			541,593				331,205				60,106	(J)			932,904
Total liabilities and shareholders’ equity		$	6,124,174			$	1,782,381			$	92,339			$	7,998,894
Book value per share		$	8.94			$	26.22							$	10.87
Shares outstanding			60,555,834				12,632,627				12,649,881				85,838,342
Capital ratios:
Tangible equity/tangible assets			4.76	%			10.24	%							5.47	%
Leverage capital ratio			7.43				13.30								8.25

		For the Nine Months Ended September 30, 2007
										Pro Forma				Pro Forma
		FNB				Omega				Adjustments				Combined
		(Dollars in thousands, except per share amounts)
Total interest income		$	276,056			$	70,632			$	(453	)(B)		$	346,235
Total interest expense			130,629				25,763				(2,486	)(F)(G)(H)			153,906
Net interest income			145,427				44,869				2,033				192,329
Provision for loan losses			7,461				1,560				—				9,021
Net interest income after provision for loan losses			137,966				43,309				2,033				183,308
Non-interest income			60,973				21,097				—				82,070
Non-interest expense			124,996				42,828				4,725	(C)			172,549
Income before income taxes			73,943				21,578				(2,692	)			92,829
Income taxes			21,327				5,186				(942	)(K)			25,571
Net income		$	52,616			$	16,392			$	(1,750	)		$	67,258
Earnings per common share:(L)
Basic		$	0.88			$	1.30							$	0.79
Diluted			0.87				1.30								0.78
Ratios:
Return on average assets			1.17	%			1.21	%							1.13	%
Return on average equity			13.04				6.62								9.67
Dividend payout ratio			81.57				71.67								90.50

		For the Year Ended December 31, 2006
										Pro Forma				Pro Forma
		FNB				Omega				Adjustments				Combined
		(Dollars in thousands, except per share amounts)
Total interest income		$	342,422			$	94,787			$	(604	)(B)		$	436,605
Total interest expense			153,585				33,721				(3,316	)(F)(G)(H)			183,990
Net interest income			188,837				61,066				2,712				252,615
Provision for loan losses			10,412				3,896				—				14,308
Net interest income after provision for loan losses			178,425				57,170				2,712				238,307
Non-interest income			79,275				28,886				—				108,161
Non-interest expense			160,514				59,609				6,161	(C)			226,284
Income before income taxes			97,186				26,447				(3,449	)			120,184
Income taxes			29,537				5,702				(1,207	)(K)			34,032
Income from continuing operations			67,649				20,745				(2,242	)			86,152
Loss from discontinued operations, net of tax			—				(314	)			—				(314	)
Net income		$	67,649			$	20,431			$	(2,242	)		$	85,838
Basic earnings per common share:(L)
Continuing operations		$	1.15			$	1.65							$	1.02
Discontinued operations			0.00				(0.02	)							(0.00	)
Net income			1.15				1.62								1.02
Diluted earnings per common share:(L)
Continuing operations		$	1.14			$	1.65							$	1.02
Discontinued operations			0.00				(0.02	)							(0.00	)
Net income			1.14				1.62								1.01
Ratios:
Return on average assets			1.15	%			1.08	%							1.09	%
Return on average equity			13.15				6.32								9.56
Dividend payout ratio			81.84				76.59								92.18

Note 1 —	Basis of Pro Forma Presentation

Note 2 —	Pro Forma Adjustments

Value of Omega shares converted at an exchange ratio of 2.022 to 1.0		$	390,811
Incremental direct costs associated with the merger, net of tax benefit			23,550
Fair value of outstanding employee and non-employee stock options			500
Total cost of acquisition			414,861
Omega net assets acquired:
Shareholders’ equity			331,205
Elimination of recorded goodwill and other intangibles, net of deferred taxes			(163,442	)
Omega’s tangible book value			167,763
Estimated adjustments to reflect assets acquired and liabilities assumed at fair value:
Total fair value adjustments			39,511
Associated deferred income taxes			(13,829	)
Fair value of net assets acquired, net of tax			193,445
Goodwill resulting from the merger		$	221,416

Note 3 —	Merger-Related Charges and Benefits

 

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, you should carefully consider the following risk factors in deciding whether to vote in favor of the FNB merger proposal, the Omega merger proposal, the FNB adjournment proposal and the Omega adjournment proposal, as applicable.

 

Risks Specifically Related to the Merger

 

Because the market price of FNB common stock may fluctuate, Omega shareholders cannot be certain of the market value of the common stock that they will receive in the merger.

 

Upon completion of the merger, each share of Omega common stock will be converted into the right to receive 2.022 shares of FNB common stock. Any change in the price of FNB common stock prior to the merger will affect the market value of the stock that Omega shareholders will receive in the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in FNB’s businesses, operations and prospects and regulatory considerations.

 

The prices of FNB common stock and Omega common stock at the closing of the merger may vary from their respective prices on the date the merger agreement was executed, on the date of this joint proxy statement/prospectus and on the date of the special meetings. As a result, the value represented by the exchange ratio will also vary. For example, based on the range of closing prices of FNB common stock during the period from November 8, 2007, the last full trading day before public announcement of the merger, through January 29, 2008, the last practicable full trading day prior to the date of the printing of this joint proxy statement/prospectus, the exchange ratio represented a value ranging from a high of $32.76 on November 13, 2007, to a low of $26.87 on January 8, 2008 for each share of Omega common stock. Because the date the merger will be completed will be later than the date of the Omega special meeting, at the time of the Omega special meeting Omega shareholders will not know what the market value of FNB’s common stock will be upon completion of the merger.

 

FNB may encounter integration difficulties or may fail to realize the anticipated benefits of the merger.

 

In determining that the merger was in the best interests of FNB and Omega, their respective boards of directors considered that enhanced earnings may result from the consummation of the merger, including from reduction of duplicate costs, improved efficiency and cross-marketing opportunities. The success of the merger will depend, in part, on the ability of FNB and Omega to realize the anticipated benefits of the merger, which may not be realized as anticipated or at all and may take longer to realize than anticipated. Failure to achieve the anticipated benefits of the merger could result in increased costs and decreases in the revenues of the combined company.

 

FNB and Omega may not be able to integrate their operations without encountering difficulties, including, without limitation, the loss of key employees and customers, the disruption of their respective ongoing businesses or possible inconsistencies in standards, controls, procedures and policies.

 

If the merger is not completed, FNB and Omega will have incurred substantial expenses without realizing the expected benefits of the merger.

 

FNB and Omega have incurred substantial expenses in connection with the merger described in this joint proxy statement/prospectus. The completion of the merger depends on the satisfaction of specified conditions and the receipt of regulatory approvals. If the merger is not completed, these expenses would have to be recognized currently and not capitalized and Omega and FNB would not have realized the expected benefits of the merger.

Future results of the combined companies may materially differ from the pro forma financial information presented in this joint proxy statement/prospectus.

 

Future results of the combined FNB and Omega may be materially different from those shown in the pro forma financial statements that show only a combination of their historical results. The costs FNB will incur in connection with the merger may be higher or lower than FNB has estimated, depending upon how costly or difficult it is to integrate the operations of FNB and Omega. Furthermore, these charges may decrease the capital of FNB after the merger that could be used for profitable, income-earning investments in the future.

 

The merger agreement limits Omega’s ability to pursue alternatives to the merger.

 

The merger agreement contains provisions that, subject to limited exceptions, limit Omega’s ability to discuss, facilitate or enter into agreements with third parties to acquire Omega. If Omega avails itself of those limited exceptions, Omega will be obligated to pay FNB a break-up fee of $15,000,000 if the merger agreement is terminated in specified circumstances. From Omega’s perspective, these provisions could discourage a potential competing acquiror that might have an interest in acquiring Omega from proposing or considering an acquisition of Omega even if that potential acquiror were prepared to pay a higher price to Omega shareholders than the price FNB proposes to pay under the merger agreement.

 

Some directors and executive officers of Omega have interests in the merger that may differ from the interests of Omega shareholders including, if the merger is completed, the receipt of financial and other benefits.

 

Executive officers of Omega and FNB negotiated the terms of the merger agreement, and the Omega and FNB boards of directors approved the merger agreement and the Omega board of directors recommended that its shareholders vote to approve and adopt the merger agreement. In considering these facts and the other information in this joint proxy statement/prospectus, you should be aware that certain directors and executive officers of Omega have economic interests in the merger other than their interests as shareholders. For example, some executive officers (one of whom is also a director) and another director are parties to severance agreements with Omega that provide, among other things, cash payments in the case of a change of control, such as the completion of the merger with FNB, and two of Omega’s executive officers (one of whom is also a director) will receive a lump-sum payment of certain retirement benefits upon completion of the merger. In addition, upon completion of the merger, three members of Omega’s board of directors will become members of the FNB board of directors and four members of Omega’s board of directors will become members of FNB Bank’s board of directors and will receive directors’ fees from FNB and FNB Bank in connection therewith. In addition, the members of Omega’s board of directors will be offered the opportunity to serve as members of FNB’s Allegheny Mountain Region advisory board of directors and will receive certain fees for their services. Also, Donita R. Koval, the President and Chief Executive Officer of Omega entered into an employment agreement with FNB Bank that will become effective upon the consummation of the merger. The board of directors of Omega was aware of these interests at the time it approved the merger. These interests may cause Omega’s directors and executive officers to view the Omega merger proposal differently and more favorably than Omega shareholders may view it.

 

Risks Related to Owning FNB Common Stock

 

The combined company’s status as a holding company makes it dependent on dividends from its subsidiaries to meet its obligations.

 

The combined company will be a holding company and will conduct almost all of its operations through its subsidiaries. The combined company will not have any significant assets other than the stock of its subsidiaries. Accordingly, the combined company will depend on dividends from its subsidiaries to meet its obligations. The combined company’s right to participate in any distribution of earnings or assets of its subsidiaries is subject to the prior claims of creditors of such subsidiaries. Under federal and state law, FNB Bank is limited in the amount of dividends it may pay to FNB without prior regulatory approval. Also, bank regulators have the authority to prohibit FNB Bank from paying dividends if the bank regulators determine

that FNB Bank is in an unsound or unsafe condition or that the payment would be an unsafe and unsound banking practice.

 

Interest rate volatility could significantly harm the combined company’s business.

 

The combined company’s results of operations will be affected by the monetary and fiscal policies of the federal government and the regulatory policies of governmental authorities. A significant component of the combined company’s earnings will consist of its net interest income, which is the difference between the income from interest-earning assets, such as loans, and the expense of interest-bearing liabilities, such as deposits. A change in market interest rates could adversely affect the combined company’s earnings if market interest rates change such that the interest the combined company pays on deposits and borrowings increases faster than the interest it collects on loans and investments. Consequently, the combined company, along with other financial institutions generally, will be sensitive to interest rate fluctuations.

 

The combined company’s results of operations will be significantly affected by the ability of its borrowers to repay their loans.

 

Lending money is an essential part of the banking business. However, borrowers do not always repay their loans. The risk of non-payment is affected by:

 

 

Generally, commercial/industrial, construction and commercial real estate loans present a greater risk of non-payment by a borrower than other types of loans. In addition, consumer loans typically have shorter terms and lower balances with higher yields compared to real estate mortgage loans, but generally carry higher risks of default. Consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount that can be recovered on these loans.

 

The combined company’s financial condition and results of operations would be adversely affected if its allowance for loan losses were not sufficient to absorb actual losses.

 

There is no precise method of estimating loan losses. The combined company can give no assurance that its allowance for loan losses is or will be sufficient to absorb actual loan losses. Excess loan losses could have a material adverse effect on the combined company’s financial condition and results of operations. FNB attempts to maintain an appropriate allowance for loan losses to provide for estimated losses in its loan portfolio. FNB periodically determines the amount of its allowance for loan losses based upon consideration of several factors, including:

 

 

The combined company’s financial condition may be adversely affected if it is unable to attract sufficient deposits to fund its anticipated loan growth.

 

The combined company will fund its loan growth primarily through deposits. To the extent that the combined company is unable to attract and maintain sufficient levels of deposits to fund its loan growth, it would be required to raise additional funds through public or private financings. FNB can give no assurance that it would be able to obtain these funds on terms that are favorable to it.

 

The combined company could experience significant difficulties and complications in connection with its growth and acquisition strategy.

 

FNB has grown significantly over the last few years and may seek to continue to grow by acquiring financial institutions and branches as well as non-depository entities engaged in permissible activities for its financial institution subsidiaries. However, the market for acquisitions is highly competitive. The combined company may not be as successful in identifying financial institution and branch acquisition candidates, integrating acquired institutions or preventing deposit erosion at acquired institutions or branches.

 

As part of this acquisition strategy, the combined company may acquire additional banks and non-bank entities that it believes provide a strategic fit with its business. To the extent that the combined company is successful with this strategy, it cannot assure you that it will be able to manage this growth adequately and profitably. For example, acquiring any bank or non-bank entity will involve risks commonly associated with acquisitions, including:

 

 

In addition to acquisitions, the combined company may expand into additional communities or attempt to strengthen its position in its current markets by undertaking additional de novo branch openings. Based on its experience, FNB believes that it generally takes up to three years for new banking facilities to achieve operational profitability due to the impact of organizational and overhead expenses and the start-up phase of generating loans and deposits. To the extent that the combined company undertakes additional de novo branch openings, it is likely to continue to experience the effects of higher operating expenses relative to operating income from the new banking facilities, which may have an adverse effect on its net income, earnings per share, return on average shareholders’ equity and return on average assets.

 

The combined company may encounter unforeseen expenses, as well as difficulties and complications in integrating expanded operations and new employees without disruption to its overall operations. Following each acquisition, the combined company must expend substantial resources to integrate the entities. The integration of non-banking entities often involves combining different industry cultures and business methodologies. The failure to integrate successfully the entities the combined company acquires into its existing operations may adversely affect its results of operations and financial condition.

 

The combined company could be adversely affected by changes in the law, especially changes in the regulation of the banking industry.

 

The combined company and its subsidiaries will operate in a highly regulated environment and are subject to supervision and regulation by several governmental regulatory agencies, including the Federal Reserve Board, the OCC and the FDIC. Regulations are generally intended to provide protection for depositors, borrowers and other customers rather than for investors. FNB is subject to changes in federal and state law, regulations, governmental policies, income tax laws and accounting principles. Changes in regulation

could adversely affect the banking industry as a whole and could limit FNB’s growth and the return to investors by restricting such activities as:

 

 

In addition, legislation may change present capital requirements, which could restrict the combined company’s activities and require the combined company to maintain additional capital.

 

The combined company’s results of operations could be adversely affected due to significant competition.

 

The combined company may not be able to compete effectively in its markets, which could adversely affect the combined company’s results of operations. The banking and financial service industry in each of the combined company’s market areas is highly competitive. The competitive environment is a result of:

 

 

The combined company competes for loans, deposits and customers with various bank and non-bank financial service providers, many of which are larger in terms of total assets and capitalization, have greater access to the capital markets and offer a broader array of financial services than the combined company will have. Competition with such institutions may cause the combined company to increase its deposit rates or decrease its interest rate spread on loans it originates.

 

The combined company’s anticipated future growth may require it to raise additional capital in the future, but that capital may not be available when it is needed.

 

The combined company is required by federal and state regulatory authorities to maintain adequate levels of capital to support the combined company’s operations. FNB and Omega are, and the combined company will be, “well capitalized” under applicable regulations. FNB and Omega anticipate that the combined company’s current capital resources will satisfy applicable capital requirements for the foreseeable future. The combined company may at some point, however, need to raise additional capital to support continued growth, both internally and through acquisitions.

 

The combined company’s ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside the combined company’s control, and on the combined company’s financial performance. Accordingly, the combined company cannot assure you of its ability to expand its operations through internal growth and acquisitions could be materially impaired.

 

Adverse economic conditions in FNB’s market area may adversely impact its results of operations and financial condition.

 

A substantial portion of FNB’s historical business is concentrated in western Pennsylvania and eastern Ohio, which over recent years have become slower growth markets than other areas of the United States. As a result, FNB Bank’s loan portfolio and results of operations may be adversely affected by factors that have a significant impact on the economic conditions in this market area. The local economies of this market area have become less robust than the economy of the nation as a whole and may not be subject to the same

fluctuations as the national economy. Adverse economic conditions in FNB’s market area, including the loss of certain significant employers, could reduce its growth rate, affect its borrowers’ ability to repay their loans and generally affect FNB’s financial condition and results of operations. Furthermore, a downturn in real estate values in FNB Bank’s market area could cause many of its loans to become inadequately collateralized.

 

Certain provisions of FNB’s articles of incorporation and bylaws and Florida law may discourage takeovers.

 

FNB’s articles of incorporation and bylaws contain certain anti-takeover provisions that may discourage or may make more difficult or expensive a tender offer, change in control or takeover attempt that is opposed by FNB’s board of directors. In particular, FNB’s articles of incorporation and bylaws:

 

 

Under Florida law, the approval of a business combination with shareholders owning 10% or more of the voting shares of a corporation requires the vote of holders of at least two-thirds of the voting shares not owned by such shareholders, unless the transaction is approved by a majority of the corporation’s disinterested directors. In addition, Florida law generally provides that shares of a corporation acquired in excess of certain specified thresholds will not possess any voting rights unless the voting rights are approved by a majority vote of the corporation’s disinterested shareholders.

 

These provisions of FNB’s articles of incorporation and bylaws and of Florida law could discourage potential acquisition proposals and could delay or prevent a change in control, even though a majority of FNB’s shareholders may consider such proposals desirable. Such provisions could also make it more difficult for third parties to remove and replace the members of FNB’s board of directors. Moreover, these provisions could diminish the opportunities for shareholders to participate in certain tender offers, including tender offers at prices above the then-current market price of FNB’s common stock, and may also inhibit increases in the trading price of FNB’s common stock that could result from takeover attempts.

 

This joint proxy statement/prospectus contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act regarding the financial condition, results of operations, earnings outlook, business and prospects of FNB and Omega, and the potential combined company, as well as statements applicable to the period following the completion of the merger. You can find many of these statements by looking for words such as “plan,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “potential,” “possible” or other similar expressions.

 

The forward-looking statements involve certain risks and uncertainties. The ability of either FNB or Omega to predict results or the actual effects of their plans and strategies, particularly after the merger, is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that may cause actual results or earnings to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those discussed under “Risk Factors Relating to the Merger” beginning on page 21, as well as the following:

 

 

Because these forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus or the date of any document incorporated by reference in this joint proxy statement/prospectus.

 

All forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to FNB or Omega or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, FNB and Omega undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus or to reflect the occurrence of unanticipated events.

 

This section contains information for FNB’s shareholders and Omega’s shareholders about the special meetings of shareholders FNB and Omega have called to consider the approval of the merger proposal and the adjournment proposal.

 

This joint proxy statement/prospectus is being furnished to FNB’s shareholders as part of the solicitation of proxies by FNB’s board of directors for use at a special meeting of FNB’s shareholders to be held at the FNB Technology Center Board Room, 4140 East State Street, Hermitage, Pennsylvania on March 19, 2008 at 3:30 p.m., prevailing time, and at any adjournment, postponement or continuation thereof. This joint proxy statement/prospectus is being furnished to Omega’s shareholders as part of the solicitation of proxies by Omega’s board of directors for use at a special meeting of Omega’s shareholders to be held at the Ramada Inn, 1450 South Atherton Street, State College, Pennsylvania on, March 19, 2008 at, 3:00 p.m., prevailing time, and at any adjournment, postponement or continuation thereof.

 

FNB

 

The FNB special meeting will be held on, Wednesday, March 19, 2008 at 3:30 p.m., prevailing time, at the F.N.B. Technology Center Board Room, 4140 East State Street, Hermitage, Pennsylvania, subject to any adjournment, postponement or continuation of the FNB special meeting.

 

Omega

 

The Omega special meeting will be held on, Wednesday, March 19, 2008, at 3:00 p.m., prevailing time, at the Ramada Inn, 1450 South Atherton Street, State College, Pennsylvania, subject to any adjournment, postponement or continuation of the Omega special meeting.

 

FNB

 

The purposes of the FNB special meeting are to consider and vote upon:

 

 

FNB’s shareholders must approve Proposal No. 1 for the merger to occur. If FNB’s shareholders do not approve the FNB merger proposal, the merger will not occur.

 

At this time, FNB’s board of directors is unaware of any other matters, other than as set forth above, that may be presented for action at the FNB special meeting. If other matters are properly presented, however, the persons named as proxies will vote in accordance with their judgment with respect to such matters.

Omega

 

The purposes of the Omega special meeting are to consider and vote upon: