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EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
OF F.N.B. CORPORATION,
A PENNSYLVANIA CORPORATION
AND
F.N.B. SURVIVING CORPORATION,
A FLORIDA CORPORATION
THIS AGREEMENT AND PLAN OF MERGER dated this 18th day of May 2001
(this "Agreement") is entered by and between F.N.B. Surviving Corporation, a
Florida corporation ("FNB-Florida"), and F.N.B. Corporation, a Pennsylvania
corporation ("FNB-Pennsylvania"). FNB-Florida and FNB-Pennsylvania are sometimes
hereinafter collectively referred to as the "Constituent Corporations."
RECITALS:
A. FNB-Florida is a corporation organized and existing under the
laws of the State of Florida and, as of the date hereof, 500 shares of common
stock of FNB-Florida are issued and outstanding, all of which are held by
FNB-Pennsylvania, and no shares of Series A Preferred Stock or Series B
Preferred Stock are issued and outstanding.
B. FNB-Pennsylvania is a corporation organized and existing under
the laws of the State of Pennsylvania and, as of the date hereof, 25,573,725
shares of common stock of FNB-Pennsylvania are issued and outstanding, 19,194
shares of Series A Preferred Stock are issued and outstanding, and 144,473
shares of Series B Preferred Stock are issued and outstanding.
C. The Board of Directors of FNB-Pennsylvania has determined
that, for the purpose of effecting the reincorporation of FNB-Pennsylvania in
the State of Florida, it is advisable and in the best interests of
FNB-Pennsylvania that it merge with and into FNB-Florida upon the terms and
conditions herein provided.
D. The respective Boards of Directors of FNB-Florida and
FNB-Pennsylvania have approved this Agreement and have directed that this
Agreement be submitted to a vote of their respective shareholders and executed
by the undersigned officers.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, FNB-Florida and FNB-Pennsylvania hereby agree, subject to the
terms and conditions hereinafter set forth, as follows:
ARTICLE I
THE MERGER
1.01 Merger. In accordance with the provisions of this Agreement,
the Pennsylvania Business Corporation Law (the "Pennsylvania Act") and the
Florida Business Corporations Act (the "Florida Act"), FNB-Pennsylvania shall be
merged with and into FNB-Florida (the "Merger"), whereupon the separate
existence of FNB-Pennsylvania shall cease and FNB-Florida shall be, and is
hereinafter sometimes referred to as, the "Surviving Corporation." On the
Effective Date of the Merger (as hereinafter defined) the name of the Surviving
Corporation shall be F.N.B. Corporation.
1.02 Filing and Effectiveness. The Merger shall become effective
when the following actions shall have been completed:
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(a) this Agreement and the Merger shall have been adopted
and approved by the shareholders of each Constituent Corporation in accordance
with the requirements of the Pennsylvania Act and the Florida Act, as the case
may be;
(b) all of the conditions precedent to the consummation
of the Merger specified in this Agreement shall have been satisfied or duly
waived by the party entitled to satisfaction thereof;
(c) executed Articles of Merger meeting the requirements
of the Pennsylvania Act shall have been filed with the Pennsylvania Secretary of
State; and
(d) executed Articles of Merger meeting the requirements
of the Florida Act shall have been filed with the Florida Department of State.
The date and time at which the Merger shall become effective, as aforesaid, is
herein referred to as the "Effective Date of the Merger."
1.03 Effect of the Merger. On the Effective Date of the Merger, the
separate existence of FNB-Pennsylvania shall cease, and FNB-Florida, as the
Surviving Corporation, shall (i) continue to possess all of its assets, rights,
powers and property as constituted immediately prior to the Effective Date of
the Merger; (ii) be subject to all actions previously taken by its and
FNB-Pennsylvania's Board of Directors; (iii) succeed, without other transfer, to
all of the assets, rights, powers and property of FNB-Pennsylvania in the manner
more fully set forth in Section 607.1106 of the Florida Act; (iv) continue to be
subject to all of its debts, liabilities and obligations as constituted
immediately prior to the Effective Date of the Merger; and (v) succeed, without
other transfer, to all of the debts, liabilities and obligations of
FNB-Pennsylvania in the same manner as if FNB-Florida had itself incurred them,
all as more fully provided under the applicable provisions of the Florida Act.
ARTICLE II
CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2.01 Articles of Incorporation. The Articles of Incorporation of
FNB-Florida as in effect immediately prior to the Effective Date of the Merger
shall continue in full force and effect as the Articles of Incorporation of the
Surviving Corporation until duly amended in accordance with the provisions
thereof and applicable law; provided, however, that on the Effective Date of the
Merger, Article I of the Articles of Incorporation of the Surviving Corporation
shall be amended to reflect that the name of the Surviving Corporation shall be
"F.N.B. Corporation."
2.02 Bylaws. The Bylaws of FNB-Florida as in effect immediately
prior to the Effective Date of the Merger shall continue in full force and
effect as the Bylaws of the Surviving Corporation until duly amended in
accordance with the provisions thereof and applicable law.
2.03 Directors and Officers. The officers of FNB-Pennsylvania
immediately prior to the Effective Date of the Merger shall be the officers of
the Surviving Corporation. The directors of FNB-Florida immediately prior to the
Effective Date of the Merger shall be the directors of the Surviving
Corporation, and such directors shall continue to be constituted in the same
terms of office which they had as directors, in accordance with the Bylaws of
FNB-Florida.
ARTICLE III
MANNER OF CONVERSION OF SHARES
3.01 Conversion of F.N.B.-Pennsylvania Common and Preferred Shares
(a) Common Shares. Upon the Effective Date of the Merger,
each share of common stock of FNB-Pennsylvania, $2.00 par value, issued and
outstanding immediately prior thereto shall, by virtue of the Merger and
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without any action by the Constituent Corporations, the holder of such shares or
any other person, be converted into and exchanged for one fully paid and
nonassessable share of common stock, $0.01 par value per share, of the Surviving
Corporation.
(b) Series A Preferred Shares. Upon the Effective Date of
the Merger, each share of Series A Preferred Stock of FNB-Pennsylvania, $10.00
par value, issued and outstanding immediately prior thereto shall, by virtue of
the Merger and without any action by the Constituent Corporations, the holder of
such shares or any other person, be converted into and exchanged for one fully
paid and nonassessable share of Series A Preferred Stock, $0.01 par value per
share, of the Surviving Corporation.
(c) Series B Preferred Shares. Upon the Effective Date of
the Merger, each share of Series B Preferred Stock of FNB-Pennsylvania, $10.00
par value, issued and outstanding immediately prior thereto shall, by virtue of
the Merger and without any action by the Constituent Corporations, the holder of
such shares or any other person, be converted into and exchanged for one fully
paid and nonassessable share of Series B Preferred Stock, $0.01 par value per
share, of the Surviving Corporation.
3.02 FNB-Pennsylvania Options and Stock Purchase Rights.
(a) Upon the Effective Date of the Merger, the Surviving
Corporation shall assume and continue any and all stock option, stock incentive
or stock award plans heretofore adopted by FNB-Pennsylvania. Each outstanding
and unexercised option or other right to purchase FNB-Pennsylvania common stock
existing under and by virtue of any such plan shall become an option or right to
purchase the Surviving Corporation's common stock on the basis of one share of
the Surviving Corporation's common stock for each common share of
FNB-Pennsylvania issuable pursuant to any such option or stock purchase right,
on the same terms and conditions and at an exercise or conversion price per
share equal to the exercise or conversion price per share applicable to any such
FNB-Pennsylvania option or stock purchase right at the Effective Date of the
Merger.
(b) A number of shares of the Surviving Corporation's
common stock shall be reserved for issuance upon the exercise of options and
stock purchase rights equal to the number of shares of common stock of FNB-
Pennsylvania so reserved immediately prior to the Effective Date of the Merger.
3.03 FNB-Florida Common Stock. Upon the Effective Date of the
Merger, each share of FNB-Florida common stock, $0.01 par value per share,
issued and outstanding immediately prior thereto shall, by virtue of the Merger
and without any action by FNB-Florida, the holder of such shares or any other
person, be canceled and returned to the status of authorized but unissued
shares.
3.04 Exchange of Certificates.
(a) After the Effective Date of the Merger, each holder
of an outstanding certificate representing shares of capital stock of
FNB-Pennsylvania may, at such holder's option, surrender the same for
cancellation to FNB Shareholder Services, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other entity as the Surviving Corporation so
designates as exchange agent (the "Exchange Agent"), and each such holder shall
be entitled to receive in exchange therefor a certificate or certificates
representing the number of shares of the Surviving Corporation's capital stock
into which the surrendered shares were converted, or to which such holder was
otherwise entitled, as herein provided. Until so surrendered, each outstanding
certificate theretofore representing shares of capital stock of FNB-
Pennsylvania shall be deemed for all purposes to represent the number and kind
of shares of the Surviving Corporation's capital stock into which such shares of
FNB-Pennsylvania were converted in the Merger and which the holder of such
certificate was otherwise entitled to receive pursuant to this Agreement.
(b) The registered owner on the books and records of the
Surviving Corporation or the Exchange Agent of any such outstanding certificate
shall, until such certificate shall have been surrendered for transfer or
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conversion or otherwise accounted for to the Surviving Corporation or the
Exchange Agent, have and be entitled to exercise any voting and other rights
with respect to and to receive dividends and other distributions upon the shares
of capital stock of the Surviving Corporation represented by such outstanding
certificate as provided above.
(c) Each certificate representing capital stock of the
Surviving Corporation so issued in the Merger shall bear the same legends, if
any, with respect to the restrictions on transferability that appeared on the
certificates of FNB-Pennsylvania so converted and given in exchange therefor,
unless otherwise determined by the Board of Directors of the Surviving
Corporation in compliance with applicable laws.
(d) If any certificate for shares of capital stock of the
Surviving Corporation is to be issued in a name other than that in which the
certificate surrendered in exchange therefor is registered, it shall be a
condition of issuance thereof that the certificate so surrendered shall be
properly endorsed and otherwise in proper form for transfer, that such transfer
otherwise be proper and that the person requesting such transfer pay to the
Exchange Agent any transfer or other taxes payable by reason of issuance of such
new certificate in a name other than that of the registered holder of the
certificate surrendered or establish to the satisfaction of the Surviving
Corporation that such tax has been paid or is not payable.
ARTICLE IV
GENERAL PROVISIONS
4.01 Covenants of FNB-Florida. FNB-Florida covenants and agrees
that it will on or before the Effective Date of the Merger:
(a) take such action as may be required to qualify to do
business as a foreign corporation in the states in which FNB-Pennsylvania is
qualified to do business and in connection therewith irrevocably appoint an
agent for service of process as required under the applicable provisions of the
relevant state law;
(b) take such action as may be required under applicable
federal banking law to continue the business of FNB-PA following the Effective
Date of the Merger; and
(b) take all such other actions as may be required by the
Pennsylvania Act and the Florida Act to effect the Merger.
4.02 Abandonment. At any time before the Effective Date of the
Merger, this Agreement may be terminated and the Merger may be abandoned for any
reason whatsoever by the Board of Directors of FNB-Pennsylvania and FNB-
Florida, notwithstanding the approval of this Agreement by the shareholders of
FNB-Pennsylvania or by the sole shareholder of FNB-Florida, or by both.
4.03 Amendment. The Constituent Corporations may amend this
Agreement at any time prior to the filing of these Articles of Merger with
either the Pennsylvania Secretary of State or the Florida Department of State,
provided that an amendment made subsequent to the adoption of this Agreement by
the shareholders of either Constituent Corporation shall not (i) alter or change
the amount or kind of shares, securities, cash, property or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof of such Constituent Corporation; or (ii) alter or change
any of the terms and conditions of this Agreement if such alteration or change
would adversely affect the holders of any class or series of capital stock of
either Constituent Corporation.
4.05. Registered Office. The registered office of the Surviving
Corporation in the State of Florida is located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ is the registered agent of the
Surviving Corporation at such address.
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4.06 Agreement. Executed copies of this Agreement will be on file
at the principal place of business of the Surviving Corporation in Naples,
Florida, and copies thereof will be furnished to any shareholder of either
Constituent Corporation, upon request and without cost.
4.07 Governing Law. This Agreement shall in all respects be
construed, interpreted and enforced in accordance with and governed by the laws
of the State of Florida and, so far as applicable, the merger provisions of the
Pennsylvania Act.
4.08. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement, having first been approved by the
Board of Directors of FNB-Florida and FNB-Pennsylvania, is hereby executed on
behalf of each of such corporations by their respective officers thereunto duly
authorized.
F.N.B. SURVIVING CORPORATION,
a Florida corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President
F.N.B. CORPORATION,
a Pennsylvania corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
President and Chief Executive Officer
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