Omega Financial Corp /PA/ - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
10 November 2007 - 8:38AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 8, 2007
Omega Financial Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Pennsylvania
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000-13599
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25-1420888
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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366 Walker Drive, State College, Pennsylvania
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16801
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (814)-231-1680
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement
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On November 8, 2007, Omega Financial Corporation (the Company) entered into an Agreement and Plan
of Merger (the Merger Agreement) with F.N.B. Corporation, a Florida corporation (FNB); pursuant
to which the Company will merge with and into FNB (the Merger), with FNB continuing as the
surviving corporation.
Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of
common stock, $5.00 par value, of the Company, other than Treasury Shares, will be canceled and
will be converted automatically into the right to receive 2.022 shares of common stock, $.01 par
value, of FNB. For purposes hereof, Treasury Shares means shares of the Companys common stock
held by the Company or any of its subsidiaries or by FNB or any of its subsidiaries, other than in
a fiduciary, including custodial or agency, capacity or as a result of debts previously contracted
in good faith.
The Merger is expected to be completed early in the second quarter of 2008, subject to the approval
of the shareholders of each of Omega and FNB, customary regulatory approvals as well as the
satisfaction of other customary closing conditions.
Under the Merger Agreement, the Company may not solicit or engage in discussions or negotiations
with a third party regarding an acquisition of the stock or assets of the Company, except that the
Company may respond to an unsolicited written bona fide proposal for an alternative acquisition
that the board of directors determines is a Superior Proposal (as
defined in the Merger Agreement) and the Company otherwise complies
with certain terms of the Merger Agreement.
The Company may terminate the Merger Agreement under certain circumstances, including if its board
of directors determines in good faith that it has received an unsolicited bona fide Superior
Proposal, and otherwise complies with certain terms of the Merger Agreement. In connection with
such termination, the Company must pay a fee of $15 million to FNB. In certain other circumstances,
the Merger Agreement provides for the Company to pay to FNB a fee of $15 million upon termination
of the Merger Agreement. The Company and FNB are also required to reimburse the other party for up
to $500,000
of its out-of-pocket expenses upon termination of the Merger Agreement if, in certain
circumstances, the representations made by the non-terminating party in the Merger Agreement are
untrue, the non- terminating party has failed to perform all
obligations required to be performed by it under the Merger Agreement, or the Merger Agreement is not approved by the shareholders
of the non-terminating party.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement, which is included as an exhibit hereto, and
is incorporated herein by reference.
The Merger Agreement contains customary representations, warranties, covenants and agreements made
by the Company and FNB as of specific dates that were made for purposes of that contract between
the parties and are subject to qualifications and limitations, including by information contained
in disclosure schedules that the parties exchanged in connection with the execution of the Merger
Agreement. In addition, certain representations and warranties may be subject to contractual
standards of materiality different from those generally applicable to shareholders, or may have
been used for the purpose of allocating risk between the parties rather
than establishing matters as facts. Shareholders are not third-party beneficiaries under the Merger
Agreement and should not rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of the Company or any of its
subsidiaries.
Investors are cautioned that the Company may not be able to complete the proposed transaction on
the terms summarized above or other acceptable terms, or at all, due to a number of factors,
including the failure to obtain approval of its shareholders or FNBs shareholders, the failure to
obtain regulatory approvals or the failure to satisfy other closing conditions.
Additional Information and Where to Find It
In connection with the proposed merger, the Company and FNB will file a joint proxy
statement/prospectus and other relevant documents with the Securities and Exchange Commission.
SHAREHOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/ PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders
may obtain a free copy of the joint proxy statement/prospectus (when available) and other documents
filed by the Company and FNB at the Securities and Exchange Commissions Web site at
http://www.sec.gov
. The joint proxy statement/prospectus and such other documents may also
be obtained for free from the Company by directing such request to the Company at 366 Walker Drive,
State College, Pennsylvania 16801, Attention: Investor Relations, telephone: (814) 231-7680.
The Company and its directors, executive officers and other members of its management and employees
may be deemed to be participants in the solicitation of proxies from its shareholders in connection
with the proposed merger. Information concerning such participants ownership of Company common
stock is set forth in the Companys proxy statements and Annual Reports on Form 10-K, previously
filed with the Securities and Exchange Commission. Additional information about the interests of
those participants may be obtained from reading the joint proxy statement/prospectus relating to
the merger when it becomes available.
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Item 7.01.
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Regulation FD Disclosure
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On November 9, 2007, FNB and the Company provided an information package to the Companys
employees regarding the proposed merger transaction. The employee package is included as Exhibit
99.1 hereto.
Item 8.01. Other Events
On November 9, 2007, FNB and the Company announced that the Company entered into the Merger
Agreement with FNB; pursuant to which the Company will merge with and into FNB, with FNB continuing
as the surviving corporation. The press release is included as Exhibit 99.2 hereto.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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No.
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Description
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2.1
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Agreement and Plan of Merger among F.N.B. Corporation and Omega Financial Corporation dated
as of November 8, 2007 (Incorporated by reference to F.N.B. Corporations Form 8-K filed with
the SEC on November 9, 2007)
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99.1
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Omega Financial Corporation Employee Packet (Incorporated by reference to F.N.B.
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Corporations Form 8-K filed with the SEC on November 9, 2007)
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99.2
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Press Release dated November 9, 2007 (Incorporated by reference to F.N.B. Corporations Form
8-K filed with the SEC on November 9, 2007)
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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 hereunto duly authorized.
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Omega Financial Corporation
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Date: November 9, 2007
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By:
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/s/ Daniel L. Warfel
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Name:
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Daniel L. Warfel
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Title:
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EVP and Chief Financial Officer
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