Filed by F.N.B. Corporation (Commission File Number: 001-31940)
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Subject Company: Slippery Rock Financial Corporation
Commission File Number: 0-21720
The following joint press release was issued by F.N.B. Corporation and Slippery
Rock Financial Corporation on May 6, 2004.
F.N.B. CORPORATION AND SLIPPERY ROCK FINANCIAL CORPORATION
ANNOUNCE DEFINITIVE MERGER AGREEMENT
HERMITAGE AND SLIPPERY ROCK, PA - (May 6, 2004) F.N.B. Corporation ("F.N.B.")
[NYSE: FNB] and Slippery Rock Financial Corporation ("Slippery Rock") [OTC BB:
SRCK] today jointly announced the signing of a definitive merger agreement.
Under the agreement, F.N.B. will acquire Slippery Rock in a stock and cash
transaction valued at $78.5 million.
Under the terms of the merger agreement, unanimously approved by the boards of
directors of both companies, shareholders of Slippery Rock will be entitled to
elect to receive $28.00 in cash or 1.41 common shares of F.N.B. per share of
Slippery Rock common stock. The merger agreement allocation procedures provide
for the exchange of 15 percent of Slippery Rock shares for cash, and the
remaining Slippery Rock shares exchanged for F.N.B. common stock.
Based upon a $28.00 per share value, the transaction price represents 243% of
Slippery Rock's book value per share. It is anticipated that the merger will
increase F.N.B.'s earnings per share in 2005 and add to regulatory capital
ratios.
"This merger is a positive step for both F.N.B. and Slippery Rock. For over a
century, we have been an important part of the communities of Western
Pennsylvania," said F.N.B.'s President and Chief Executive Officer Stephen J.
Gurgovits. "When this merger is complete, F.N.B. will have more banking offices
in Western Pennsylvania than any other community banking company headquartered
in the state. Further, Slippery Rock's market area overlaps with our own and is
growing at rates faster than that of Pennsylvania as a whole. We believe that
this combination creates tremendous opportunities and value for our
shareholders, customers, employees and communities."
William C. Sonntag, Slippery Rock Financial Corporation's President and Chief
Executive Officer, said, "We are pleased to be joining F.N.B. Corporation. Our
companies have long been friendly competitors and we share a common vision with
regard to customer service. This transaction provides our shareholders with
significant immediate value, as well as the opportunity to participate as
shareholders in a larger institution. The merger improves our ability to serve
our customers, and expands career opportunities for our employees. We consider
this a good transaction for all of our constituencies."
Pending receipt of regulatory approvals and the approval of Slippery Rock
shareholders, officials expect the transaction to be completed during the fourth
quarter of 2004. As part of the agreement, two members of the Slippery Rock
board of directors will be added to the board of First National Bank of
Pennsylvania.
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F.N.B. Corporation & Slippery Rock Financial Corporation Page 2 of 2
ABOUT F.N.B. CORPORATION:
F.N.B. Corporation, headquartered in Hermitage, PA, has total assets of $4.6
billion. F.N.B. is a leading provider of banking, wealth management, insurance,
and consumer finance services in Western Pennsylvania and Eastern Ohio, where it
owns and operates First National Bank of Pennsylvania, First National Trust
Company, First National Investment Services Company, F.N.B. Investment Advisors,
Inc., First National Insurance Agency, Inc., and Regency Finance Company. It
also operates consumer finance offices in Tennessee.
Mergent Inc., a leading provider of business and financial information on
publicly traded companies, has recognized F.N.B. as a Dividend Achiever. This
annual recognition is based on the Corporation's outstanding record of increased
dividend performance. The Corporation has consistently increased dividend
payments for 30 consecutive years.
On January 1, 2004, F.N.B. completed a previously announced spin-off of its
Florida operations into a new publicly traded company.
The common stock of F.N.B. Corporation trades on the New York Stock Exchange
under the symbol FNB. Investor information can be obtained on F.N.B.'s website
at www.fnbcorporation.com.
ABOUT SLIPPERY ROCK FINANCIAL CORPORATION:
Slippery Rock Financial Corporation, parent company of The First National Bank
of Slippery Rock, is a $335 million financial services company operating 9
banking and lending offices in Butler, Mercer and Lawrence counties
Pennsylvania. The Wealth Management Group of First National Bank of Slippery
Rock provides fiduciary and estate administration, asset management, financial
planning, brokerage and insurance services. Investor information may be
requested on Slippery Rock's Web site at www.fnbsr.com.
This press release contains "forward-looking" statements as defined in the
Private Securities Litigation Reform Act of 1995, which are based on F.N.B.'s
and Slippery Rock's current expectations, estimates and projections about future
events. This may include statements regarding the timing of the closing of the
transaction, the timing and success of integration efforts once the transaction
is complete, F.N.B.'s expectations or ability to realize growth and efficiencies
through the acquisition of Slippery Rock and the impact of the transaction on
F.N.B.'s business. These statements are not historical facts or guarantees of
future performance, events or results. Such statements involve potential risks
and uncertainties, such as whether the merger will be approved by the
shareholders of Slippery Rock or by regulatory authorities, whether each of the
other conditions to closing set forth in the merger agreement will be met and
the general effects of financial, economic, regulatory and political conditions
affecting the banking and financial services industries. Accordingly, actual
results may differ materially. F.N.B. and Slippery Rock undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
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F.N.B. Corporation & Slippery Rock Financial Corporation Page 3 of 3
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
Slippery Rock and F.N.B. intend to file with the SEC a proxy
statement/prospectus and other relevant materials in connection with the merger.
The proxy statement/prospectus will be mailed to the stockholders of Slippery
Rock. Investors and security holders of Slippery Rock are urged to read the
proxy statement/prospectus and the other relevant materials when they become
available because they will contain important information about Slippery Rock,
F.N.B. and the merger.
The proxy statement/prospectus and other relevant materials (when they become
available), and any other documents filed by Slippery Rock or F.N.B. with the
SEC, may be obtained free of charge at the SEC's Web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
filed with the SEC by Slippery Rock by contacting Mark A. Volponi, Slippery Rock
Financial Corporation, 110 Arrowhead Drive, Slippery Rock, PA 16057, telephone
(724) 794-2210 or from Slippery Rock's Web site at www.fnbsr.com. Investors and
security holders may obtain free copies of the documents filed with the SEC by
F.N.B. by contacting Brian F. Lilly, F.N.B. Corporation, One F.N.B. Boulevard,
Hermitage, PA 16148, telephone: (724) 983-4843.
Investors and security holders are urged to read the proxy statement/prospectus
and the other relevant materials when they become available before making any
voting or investment decision with respect to the merger.
MEDIA CONTACT:
Kathryn Lima
724-981-4318
724-301-6984 (cell)
www.fnbcorporation.com