UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-8144
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F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
Florida 25-1255406
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2150 Goodlette Road North
Naples, Florida 34102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 262-7600
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $2 per share
7 1/2% Cumulative Convertible Preferred Stock, Series B, par value $10 per share
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(Title of Class)
This is Amendment No. 2 to the 2000 Form 10-K and is dated June 28, 2001.
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
As permitted by Rule 1501-21 of the Exchange Act, the following
financial statements of the Plan are filed with Amendment No. 2 at the page
indicated:
INDEX TO FINANCIAL STATEMENTS PAGE
----------------------------- ----
Report of Independent Auditors........................................... 1
Statements of Net Assets Available for Benefits.......................... 2
Statements of Changes in Net Assets Available for Benefits .............. 3
Notes to Financial Statements............................................ 4
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)......... 10
Schedule H, Line 4(j) - Schedule of Reportable Transactions.............. 11
FINANCIAL STATEMENT SCHEDULES
Not Applicable.
REPORTS ON FORM 8-K
A report on Form 8-K, dated January 9, 2001, was filed by the
Corporation to announce the Corporation's charter consolidation plan,
which occurred during the first quarter of 2001.
A report on Form 8-K, dated February 6, 2001, was filed by the
Corporation to report the Corporation's earnings for the fourth quarter
of 2000 and for the year ended December 31, 2000.
A report on Form 8-K, dated March 6, 2001, was filed by the Corporation
to announce the Corporation's proposed relocation of its corporate
headquarters from Hermitage, Pennsylvania to Naples, Florida and
proposed reincorporation from Pennsylvania to Florida.
A report on Form 8-K, dated June 6, 2001, was filed by the Corporation
to announce that the reincorporation from the Commonwealth of
Pennsylvania to the State of Florida was effective June 1, 2001.
A report on Form 8-K, dated June 14, 2001, was filed by the Corporation
to announce the Agreement and Plan of Merger entered into with
Promistar Financial Corporation on June 13, 2001.
EXHIBITS
23.1 Consent of Ernst & Young LLP, Independent Auditors for the Plan, filed
within.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
F.N.B. CORPORATION
(Registrant)
Date: June 27, 2001 /s/John D. Waters
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John D. Waters
Vice President and Chief Financial Officer
F.N.B. CORPORATION PROGRESS SAVINGS 401(K) PLAN
Audited Financial Statements
Years ended December 31, 2000 and 1999
with Report of Independent Auditors
Audited Financial Statements
F.N.B. Corporation Progress Savings
401(k) Plan
Years ended December 31, 2000 and 1999
with Report of Independent Auditors
F.N.B. Corporation Progress Savings
401(k) Plan
Audited Financial Statements
Years ended December 31, 2000 and 1999
Contents
Report of Independent Auditors .............................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits.............................2
Statements of Changes in Net Assets Available for Benefits .................3
Notes to Financial Statements ..............................................4
Supplemental Schedules
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)............10
Schedule H, Line 4(j)--Schedule of Reportable Transactions ................11
Supplemental Schedules
Report of Independent Auditors
F.N.B. Corporation Progress Savings
401(k) Plan
Hermitage, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of the F.N.B. Corporation Progress Savings 401(k) Plan as of December 31, 2000
and 1999, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held at end of year as of December 31, 2000, and reportable transactions for the
year then ended, are presented for the purpose of additional analysis and are
not a required part of the financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/Ernst & Young LLP
Birmingham, Alabama
June 18, 2001
-1-
F.N.B. Corporation Progress Savings
401(k) Plan
Statements of Net Assets Available for Benefits
December 31
2000 1999
------------------------------
Assets
Investments at fair value:
Interest in pooled separate accounts $ 7,957,978 $ 6,895,526
F.N.B. Corporation Common Stock 5,411,387 5,278,355
Interest in common/collective trusts 842,946 672,635
Employer contribution receivable - 232
Employee contribution receivable - 931
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Net assets available for benefits $14,212,311 $12,847,679
==============================
See accompanying notes.
-2-
F.N.B. Corporation Progress Savings
401(k) Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
2000 1999
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Additions:
Investment income:
Net depreciation in fair value of investments $ (526,002) $ (669,402)
Dividends 398,422 450,393
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(127,580) (219,009)
Contributions:
Participant 1,902,030 1,734,711
Employer 578,887 548,221
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2,480,917 2,282,932
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Total additions 2,353,337 2,063,923
Deductions:
Distributions to participants or beneficiaries 988,055 1,308,130
Administrative expenses 650 315
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Total deductions 988,705 1,308,445
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Net increase 1,364,632 755,478
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Net assets available for benefits:
Beginning of year 12,847,679 12,092,201
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End of year $14,212,311 $12,847,679
===========================
See accompanying notes.
-3-
F.N.B. Corporation Progress Savings
401(k) Plan
Notes to Financial Statements
December 31, 2000
1. Description of the Plan
The following description of the F.N.B. Corporation Progress Savings 401(k) Plan
(the "Plan") provides only general information. Participants should refer to the
summary plan description for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution 401(k) plan, substantially covering all
salaried employees of the following subsidiaries of F.N.B. Corporation (the
"Corporation"): First National Bank of Pennsylvania; Metropolitan National Bank;
Reeves Bank; Regency Finance Company; The Customer Service Center of F.N.B., LLC
PA Division; and F.N.B. Affiliate Services. Participants who have completed six
months of service and are age twenty-one or older are eligible to participate in
the Plan. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions
Under the Plan, participating employees may make voluntary pretax and after-tax
contributions to their accounts of up to 14% of annual base compensation. The
Corporation, at its discretion, may make a matching contribution equal to a
percentage of participants' savings contributions and/or after-tax voluntary
contributions.
Participants' savings contributions and employer matching contributions are
designated under a qualified deferral arrangement as allowed by Sections 401(k)
and 401(m) of the Internal Revenue Code.
Participants may direct employee contributions in the following 20 investment
options: Principal Stable Value Fund, Principal Government Securities Account,
Principal Bond Emphasis Balanced Account, Principal Stock Emphasis Balanced
Account, Principal Large Capital Stock Index Account, Principal Medium Company
Value Account, Principal Small Company Blend Account, Principal International
Stock Account, Principal High Quality Intermediate-Term Account, Principal High
Quality Long-Term Account, Principal Large Company Blend Account, Principal
Putnam Voyager Account, Principal Total Market Stock Index Account, Principal
Medium Company Growth Account, Principal Mid-Cap Stock Index Account, Principal
Small Cap Stock Index Account, Principal Small Company Value Account, Principal
American
-4-
F.N.B. Corporation Progress Savings
401(k) Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Contributions (continued)
Century Income & Growth Account, Invesco Small Company Growth Account, and the
F.N.B. Corporation Common Stock Fund. Principal Financial Group (Principal) is
the custodian of all of the Plan's assets, with the exception of the F.N.B.
Corporation Common Stock Fund.
The employer's matching contributions are used to purchase the Corporation's
common stock. Participants who have attained age 59 1/2 are permitted to direct
the trustee to invest the Corporation's matched portion of their account into
any other investment that may be permitted under the Plan.
Participant Accounts
Each participant's account is credited with their voluntary contribution and the
employer's matching contribution and an allocation of the Plan's net earnings as
defined by the Plan.
Vesting
Participants are immediately vested in their voluntary contributions plus actual
earnings thereon. Participants are 100% vested in the employer's matching
contributions and actual earnings thereon after five years of service (see
vesting schedule below):
Vesting Schedule
---------------------------------
Years of Service Percentage
---------------- ----------
1 20%
2 40%
3 60%
4 80%
5 100%
-5-
F.N.B. Corporation Progress Savings
401(k) Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Forfeitures
Upon termination of a participant, the employer's matching contribution to which
the participant is not vested is segregated into a separate account until the
participant incurs a five-year break in service upon which time such nonvested
amount will be forfeited and may be used by the employer to reduce future
matching contributions.
Payment of Benefits
Upon termination of service, a participant with a vested account balance of less
than $5,000 will receive a lump-sum amount equal to the vested value of his or
her accounts. A participant who terminates service with a vested account balance
of greater than $5,000 has two options: he or she may leave his or her account
under the Plan or he or she may request a lump-sum distribution of the vested
account balance. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account. The Plan also permits
distributions in the event of the participant's permanent disability, death, or
attainment of normal retirement age as defined in the Plan.
2. Summary of Accounting Policies
Valuation of Investments
The Principal pooled separate accounts investments are valued using accumulation
units and are stated at fair value. The dividends, interest, and realized and
unrealized gains for the underlying funds are factored into the value of the
separate account funds. The dollar value per unit of participation is determined
by dividing the total value of the separate account by the total number of units
of participation held in the separate account. Investments in shares of
registered investment companies and common/collective trusts are stated at their
net asset value, based on the quoted market prices of the securities held in
such funds. The Corporation's common stock is traded on the Nasdaq Stock Market
under the trading symbol "FBAN" and is valued using the closing price on the
last business day of the Plan year.
-6-
F.N.B. Corporation Progress Savings
401(k) Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
3. Investments
The following presents investments that represent 5% or more of the Plan's net
assets.
December 31
2000 1999
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Principal Stable Value Fund, 67,724 and
79,006 units, respectively $ 842,946 $ 672,635
Principal Large Capital Stock Index Account,
61,746 and 47,301 units, respectively 2,884,474 2,993,468
Principal Medium Company Value Account,
18,679 and 27,850 units, respectively 777,024 930,741
Principal U.S. Stock Account, -0- and
1,424 units, respectively - 655,867
Principal Small Company Blend Account,
14,289 and 17,716 units, respectively 614,600 659,216
F.N.B. Corporation Common Stock Fund, 257,685
and 237,230 shares, respectively 5,411,387* 5,278,355*
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*Nonparticipant-directed
During 2000 and 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
2000 1999
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Interest in common/collective trusts $ 42,766 $ 43,662
Pooled separate accounts (318,024) 608,619
Common stock (250,744) (1,321,683)
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$(526,002) $ (669,402)
========= ===========
-7-
F.N.B. Corporation Progress Savings
401(k) Plan
Notes to Financial Statements (continued)
4. Nonparticipant-Directed Investment
Information about the net assets and the significant components of the changes
in net assets relating to the F.N.B. Corporation Common Stock Fund is as
follows:
December 31
2000 1999
------------ ------------
Investments at fair value:
F.N.B. Corporation Common Stock Fund $5,411,387 $5,278,355
Year ended December 31
2000 1999
------------ ------------
Changes in net assets:
Participant contributions $219,376 $ 383,907
Employer contributions 578,966 555,279
Net depreciation in fair value of investments (250,744) (1,321,683)
Dividends 398,422 450,393
Distributions to participants or beneficiaries (413,486) (426,945)
Transfers to participant-directed investments (399,502) (63,316)
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$133,032 $ (422,365)
============ ===========
5. Plan Termination
Although it has not expressed any intent to do so, the Corporation has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of plan termination,
participants will become 100% vested in their accounts.
6. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated May 25, 1999, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The plan administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax-exempt. The Plan Sponsor has indicated that it will
take the necessary steps, if any, to maintain the Plan's qualified status.
-8-
F.N.B. Corporation Progress Savings
401(k) Plan
Notes to Financial Statements (continued)
7. Parties-in-Interest Transactions
The First National Trust Company is the custodian for the F.N.B. Corporation
Common Stock only. Certain plan investments are units of pooled separate
accounts managed by Principal Life Insurance Company. The majority of
administrative expenses of the Plan are paid by the Corporation. Such expenses
have historically been comprised of fees for audit, custody and recordkeeping
services and have been immaterial in relation to the Corporation and the Plan.
One of the investment vehicles in the Plan, the F.N.B. Corporation Common
Stock Fund, contains stock of F.N.B. Corporation.
-9-
F.N.B. Corporation Progress Savings
401(k) Plan
EIN: 25-1255406
Plan Number: 002
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2000
Identity of Issue, Borrower, Description of Current
Lessor or Similar Entity Investment Cost Value
--------------------------------------------------------------------------------------------------------
Pooled Separate Accounts:
Principal Government Securities Account* 8,715 units $ ** $ 612,803
Principal Bond Emphasis Balanced Account* 19,116 units ** 348,106
Principal Stock Emphasis Balanced Account* 25,097 units ** 538,745
Principal Large Capital Stock Index Account* 61,746 units ** 2,884,474
Principal Medium Company Value Account* 18,679 units ** 777,024
Principal Small Company Blend Account* 14,289 units ** 614,600
Principal International Stock Account* 12,460 units ** 478,257
Principal High Quality Intermediate Term Account* 3,301 units ** 38,442
Principal Large Company Blend Account* 16,227 units ** 368,355
Principal American Century Income & Growth Account* 8,158 units ** 108,748
Principal High Quality Long-Term Account* 3,070 units ** 34,835
Principal Small Company Value Account* 1,454 units ** 26,462
Principal Small Cap Stock Index Account* 3,696 units ** 45,641
Principal Mid Cap Stock Index Account* 12,607 units ** 164,632
Principal Medium Company Growth Account* 4,511 units ** 187,649
Invesco Small Co. Growth Account* 5,884 units ** 275,728
Principal Total Market Stock Index Account* 1,751 units ** 18,583
Principal Putnam Voyager Account* 13,543 units ** 434,894
Common/Collective Trusts:
Principal Stable Value Fund* 67,724 units ** 842,946
Common Stock:
F.N.B. Corporation Common Stock* 257,685 shares 7,877,703 5,411,387
-----------
Total investments $14,212,311
===========
*--Indicates party-in-interest to the Plan
**--In accordance with SOP 99-3, nonparticipant-directed cost information is
required to be disclosed.
-10-
F.N.B. Corporation Progress Savings
401(k) Plan
EIN: 25-1255406
Plan Number: 002
Schedule H, Line 4(j)--Schedule of Reportable Transactions
Year ended December 31, 2000
Current
Value of
Asset on
Identity of Description of Purchase Selling Cost of Transaction Net Gain
Party Involved Assets Price Price Asset Date (Loss)
------------------------------------------------------------------------------------------------------------------
Category (iii)--series of transactions in excess of 5% of plan assets
---------------------------------------------------------------------
F.N.B. Corporation Common Stock Fund:
Purchases--84 $867,339 $ - $867,339 $867,339 $ -
Sales--142 - 252,249 389,363 252,249 (137,114)
There were no category (i), (ii) or (iv) reportable transactions during 2000.
-11-
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
F.N.B. CORPORATION
(Registrant)
Date: June 27, 2001 /s/John D. Waters
--------------------------- -------------------------------------------
John D. Waters
Vice President and Chief Financial Officer,
F.N.B. Corporation, Trustee