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EX-99.1 - EX-99.1 - PARKVALE FINANCIAL CORP | l42922exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 15, 2011
Parkvale Financial Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania | 0-17411 | 25-1556590 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) |
4220 William Penn Highway, Monroeville, Pennsylvania | 15146 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (412) 373-7200
Not Applicable
(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 Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry Into a Material Definitive Agreement
On June 15, 2011, Parkvale Financial Corporation (Parkvale), the parent company of Parkvale
Savings Bank (Parkvale Savings), and F.N.B. Corporation (FNB) the parent company of First
National Bank of Pennsylvania (FNB Bank), entered into an Agreement and Plan of Merger (the
Merger Agreement) pursuant to which Parkvale will merge with and into FNB (the Merger).
Promptly following consummation of the Merger, it is expected that Parkvale Savings will merge with
and into FNB Bank (the Bank Merger).
Under the terms of the Merger Agreement, shareholders of Parkvale will receive 2.178 shares
(the Exchange Ratio) of FNB common stock for each share of common stock they own. The Merger
Agreement also provides that all options to purchase Parkvale stock which are outstanding and
unexercised immediately prior to the closing (Continuing Options) shall be converted into fully
vested and exercisable options to purchase shares of FNB common stock, as adjusted for the
Exchange Ratio.
The Merger Agreement provides that each outstanding share of Parkvales Fixed Rate Cumulative
Perpetual Preferred Stock, Series A (the Parkvale TARP Preferred), unless repurchased or redeemed
prior to the Merger, will be converted into the right to receive one share of FNB preferred stock
with substantially the same rights, powers and preferences as the Parkvale TARP Preferred. The
outstanding warrant (the Parkvale TARP Warrant) to purchase Parkvale common stock, which was
issued on December 23, 2008 to the United States Department of the Treasury (Treasury) will be
converted into a warrant to purchase FNB common stock, subject to appropriate adjustments to
reflect the Exchange Ratio. Subject to the receipt of requisite regulatory approvals, the parties
have agreed to use their best efforts to have the Parkvale TARP Preferred either purchased by FNB
or one of its subsidiaries, in which case it is expected to be extinguished upon consummation of
the Merger, or repurchased or redeemed by Parkvale. FNB also may elect to have the Parkvale TARP
Warrant purchased, redeemed or repurchased.
At the closing of the Merger, FNB will expand the size of its Board of Directors by one member
and appoint Mr. Robert J. McCarthy, Jr., Parkvales President and Chief Executive Officer, as a
director of FNB. In addition, the FNB Bank Board of Directors also will be increased by one at the
closing of the Merger and another mutually agreed upon member of the Board of Directors of Parkvale
or Parkvale Savings will be appointed to such position.
The Merger Agreement contains (a) customary representations and warranties of Parkvale and
FNB, including, among others, with respect to corporate organization, capitalization, corporate
authority, third party and governmental consents and approvals, financial statements, and
compliance with applicable laws, (b) covenants of Parkvale and FNB to conduct their respective
business in the ordinary course until the Merger is completed; and (c) covenants of Parkvale and
FNB not to take certain actions during such period. Parkvale has also agreed not to (i) solicit
proposals relating to alternative business combination transactions or (ii) subject to certain
exceptions, enter into discussions concerning, or provide confidential information in connection
with, any proposals for alternative business combination transactions.
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Consummation of the Merger is subject to certain conditions, including, among others, approval
of the Merger by shareholders of Parkvale, governmental filings and regulatory approvals and
expiration of applicable waiting periods, accuracy of specified representations and warranties of
the other party, effectiveness of the registration statement to be filed by FNB with the SEC to
register shares of FNB common stock to be offered to Parkvale shareholders, absence of a material
adverse effect, receipt of tax opinions, and the absence of any injunctions or other legal
restraints.
The Merger Agreement also contains certain termination rights for Parkvale and FNB, as the
case may be, applicable upon the occurrence or non-occurrence of certain events, including: final,
non-appealable denial of required regulatory approvals or injunction prohibiting the transactions
contemplated by the Merger Agreement; if, subject to certain conditions, the Merger has not been
completed by April 30, 2012; a breach by the other party that is not or cannot be cured within 30
days if such breach would result in a failure of the conditions to closing set forth in the Merger
Agreement; Parkvales shareholders failing to approve the transaction by the required vote; entry
by the Board of Directors of Parkvale into an alternative business combination transaction pursuant
to a superior proposal, as defined; or the failure by the Board of Directors of Parkvale to
recommend the Merger to its shareholders. If the Merger is not consummated under certain
circumstances, Parkvale has agreed to pay FNB a termination fee of $6.0 million.
The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety
by reference to the complete text of such document, which will be filed by amendment as Exhibit
2.1.
ITEM 7.01 Regulation FD Disclosure
On June 15, 2011, F.N.B. Corporation and Parkvale Financial Corporation issued a joint press
release concerning the proposed Merger (discussed in Item 1.01 hereof). This press release is
furnished herein, as part of this Item 7.01, as Exhibit 99.1. The information contained in Exhibit
99.1 shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of such
section, nor will such information be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in
such filing.
F.N.B. Corporation will file with the SEC a registration statement on Form S-4 concerning the
Merger. The registration statement will include a prospectus for the offer and sale of FNB common
stock to Parkvale shareholders, which will be combined with the proxy statement of Parkvale for the
solicitation of proxies from Parkvales shareholders for use at the meeting at which the Merger
will be voted upon. The prospectus/proxy statement and other documents filed by FNB and Parkvale
with the SEC will contain important information about FNB, Parkvale and the Merger. We urge
investors and Parkvale shareholders to read carefully the prospectus/proxy statement and other
documents filed with the SEC, including any amendments or supplements also filed with the SEC.
Parkvale shareholders in particular should read the prospectus/proxy statement carefully before
making a decision concerning the Merger.
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Investors and shareholders will be able to obtain a free copy of the prospectus/proxy
statement along with other filings containing information about FNB and Parkvale at the SECs
website at http://www.sec.gov. Copies of the prospectus/proxy statement, and the filings with the
SEC incorporated by reference in the prospectus/proxy statement, can also be obtained (when
available) free of charge by directing a request to Gilbert A. Riazzi, Chief Financial Officer,
Parkvale Financial Corporation, 4220 William Penn Highway, Monroeville, Pennsylvania 15146,
telephone (412) 373-4804.
Parkvale and certain of its directors and executive officers may, under the rules of the SEC,
be deemed to be participants in the solicitation of proxies from shareholders in connection with
the Merger. Information concerning the interests of the persons who may be considered
participants in the solicitation as well as additional information concerning Parkvales
directors and executive officers will be set forth in the prospectus/proxy statement relating to
the Merger. Information concerning Parkvales directors and executive officers is also set forth
in its proxy statements and annual reports on Form 10-K (including any amendments thereto),
previously filed with the SEC.
This communication shall not constitute an offer to sell or the solicitation of an offer to
buy any securities nor shall there be any sale of securities in any jurisdiction in which the
offer, solicitation, or sale is unlawful before registration or qualification of the securities
under the securities laws of the jurisdiction. No offer of securities shall be made except by means
of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended
(the Securities Act).
This Current Report contains forward-looking information about Parkvale Financial Corporation,
and the combined operations of Parkvale Financial Corporation and F.N.B. Corporation after the
completion of the transactions described in the release that are intended to be covered by the safe
harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of
1995. Forward-looking statements are statements that are not historical facts. These statements can
be identified by the use of forward-looking terminology such as believe, expect, may, will,
should, project, plan, seek, intend, or anticipate or the negative thereof or
comparable terminology, and include discussions of strategy, financial projections and estimates
and their underlying assumptions, statements regarding plans, objectives, expectations or
consequences of the transactions, and statements about the future performance, operations, products
and services of the companies and their subsidiaries. Parkvale cautions readers not to place undue
reliance on these statements. FNBs and Parkvales businesses and operations, as well as their
combined business and operations following the completion of the transactions described in this
release, are and will be subject to a variety of risks, uncertainties and other factors.
Consequently, their actual results and experience may materially differ from those contained in any
forward-looking statements. Such risks, uncertainties and other factors that could cause actual
results and experience to differ from those projected include, but are not limited to, the
following: ineffectiveness of their business strategy due to changes in current or future market
conditions; the amount of Parkvales non-performing assets and loan charge-offs; the effects of
competition, and of changes in laws and regulations on competition, including industry
consolidation and development of competing financial products and services; interest rate
movements; inability to
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achieve merger-related synergies; difficulties in integrating distinct business operations,
including information technology difficulties; disruption from the transaction making it more
difficult to maintain relationships with customers and employees, and challenges in establishing
and maintaining operations in new markets; volatilities in the securities markets; and
deteriorating economic conditions. Parkvale Financial Corporation undertakes no obligation to
revise or update any forward-looking statements in order to reflect events or circumstances
occurring or existing after the date any forward-looking statement is made.
ITEM 9.01 | Financial Statements and Exhibits The following exhibits are filed herewith. |
Exhibit Number | Description | |||
99.1 | Joint press release of F.N.B. Corporation and Parkvale
Financial Corporation, Inc. dated June 15, 2011 |
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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 thereunto duly authorized.
PARKVALE FINANCIAL CORPORATION |
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Date: June 15, 2011 | By: | Robert J. McCarthy, Jr. | ||
Robert J. McCarthy, Jr. | ||||
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit Number | Description | |||
99.1 | Joint press release of F.N.B. Corporation and Parkvale
Financial Corporation, Inc. dated June 15, 2011 |