UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND
SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
F.N.B. Corporation Salary Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
F.N.B. Corporation
2150 Goodlette Road North
Naples, Florida 34102
F.N.B. Corporation Salary Savings Plan
Audited Financial Statements and Supplemental Schedules
As of December 31, 2001 and 2000 and for the year ended December 31, 2001
CONTENTS
Report of Independent Auditors........................................... 1
Audited Financial Statements
Statements of Net Assets Available for Benefits.......................... 2
Statement of Changes in Net Assets Available for Benefits................ 3
Notes to Financial Statements............................................ 4
Supplemental Schedules
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)........... 11
Schedule H, Line 4j - Schedule of Reportable Transactions................ 13
Report of Independent Auditors
F.N.B. Corporation Salary Savings Plan
Naples, Florida
We have audited the accompanying statements of net assets available for benefits
of F.N.B. Corporation Salary Savings Plan as of December 31, 2001 and 2000 and
the related statement of changes in net assets available for benefits for the
year ended December 31, 2001. 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 audit provides 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, 2001 and 2000, and the changes in its net assets available for
benefits for the year ended December 31, 2001, 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, 2001 and reportable transactions for
the year then ended, are presented for 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 7, 2002
1
F.N.B. Corporation Salary Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2001 2000
---- ----
Assets
Investments at fair value:
Guaranteed interest accounts $ 1,344,877 $ 1,353,034
Interest in pooled separate accounts 9,553,516 8,376,452
F.N.B. Corporation common stock 6,995,058 3,902,017
Participant loans 527,585 554,240
Employer contribution receivable -- 287,894
----------- -----------
Net assets available for benefits $18,421,036 $14,473,637
=========== ===========
See accompanying notes.
2
F.N.B. Corporation Salary Savings Plan
Statement of Changes in Net Assets Available for Benefits
YEAR ENDED
DECEMBER 31
2001
----
Additions
Investment income:
Interest $ 119,467
Dividends 399,357
Demutualization Compensation 387,964
-----------
906,788
Contributions:
Participant 2,002,510
Employer 2,217,967
-----------
4,220,477
-----------
Total additions 5,127,265
Deductions
Benefits paid to participants 1,459,714
Administrative expenses 28,700
-----------
Total deductions 1,488,414
Net appreciation in fair value of investments 308,548
-----------
Net increase 3,947,399
Net assets available for benefits:
Beginning of year 14,473,637
-----------
End of year $18,421,036
===========
See accompanying notes.
3
F.N.B. Corporation Salary Savings Plan
Notes to Financial Statements
December 31, 2001
1. DESCRIPTION OF THE PLAN
The following description of the F.N.B. Corporation Salary Savings Plan (the
"Plan") provides only general information. Participants should refer to the Plan
agreement 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 Florida; The Customer Service Center of
F.N.B., LLC FL Division; and F.N.B. Affiliate Services. During the first quarter
of 2001, the Corporation completed a consolidation charter plan which reduced
the number of bank charters from eight to three. Under the plan, the
Corporation's five Florida banks were merged under the First National Bank of
Florida. Employees who have completed 90 days 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, participants may make voluntary pretax contributions to their
accounts of up to 15% of annual base compensation. The Corporation, at its
discretion, matches 50% of the first 6% of the participants' annual base
compensation. The Corporation, at its discretion, may also make a fixed
nonelective contribution equal to 5% of the compensation of all eligible
participants and may from time to time contribute to the Plan such additional
amounts, as detailed in the Plan agreement.
Participants' savings contributions and employer matching contributions are
designated under a qualified deferred arrangement as allowed by Sections 401(k)
and 401(m) of the Internal Revenue Code.
Participants may direct employee contributions into any of the several
investment options maintained by Principal Financial Group, Inc. ("Principal").
Principal is the custodian of all the Plan's assets.
4
F.N.B. Corporation Salary Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS (CONTINUED)
The employer's discretionary 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 discretionary
portion of their account into any other investment that may be permitted under
the Plan.
PARTICIPANT ACCOUNTS
The participants' accounts are credited with their voluntary contribution, the
employer's matching contribution and an allocation of the Plan's net earnings as
defined by the Plan.
PARTICIPANT LOANS
Participants may borrow from their fund accounts up to a maximum equal to the
lesser of $50,000 or 50% of their vested account balance. Loan terms range from
1-5 years. The loans are secured by the balance in the participant's account and
bear interest at a rate commensurate with local prevailing rates as determined
by the Plan Administrator. Principal and interest are paid ratably through
payroll deductions.
VESTING
Participants are immediately vested in their voluntary contribution plus actual
earnings thereon. Participants are 100% vested in the employer's contribution
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 Salary Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
FORFEITURES
Upon termination of a participant, the employer's contributions to which the
participant is not vested is segregated into a separate account and is used to
reduce the Plan's administrative expenses. Any remaining balance is distributed
among the participant's accounts. For the year ended December 31, 2001,
forfeitures totaled $74,600 and were used to reduce plan expenses.
PAYMENT OF BENEFITS
Upon termination of service, a participant with a vested account balance of less
than $5,000 will receive a lump-sum equal to the vested value of the
participant's account. A participant who terminates service with a vested
account balance of greater than $5,000 has two options: the participant may
leave the account under the Plan or the participant 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 by the
Plan.
ADMINISTRATIVE EXPENSES
All administrative expenses of the Plan, except for investment fees, are paid by
the Corporation. Such expenses have historically been comprised of fees of
audit, custody and recordkeeping services and have been immaterial in relation
to the Corporation and the Plan.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Corporation has the right
under the Plan to discontinue its contribution at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination, the
participants will become 100% vested in their accounts.
6
F.N.B. Corporation Salary Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements have been prepared on the accrual basis of accounting
in accordance with accounting principles generally accepted in the United
States.
INVESTMENT VALUATION
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 day of the Plan year. The participant loans are valued at their outstanding
balances, which approximate fair value.
DEMUTUALIZATION
On March 31, 2001, the Board of Directors of Principal Mutual Holding Company
adopted a plan for converting Principal Mutual Holding Company from a mutual
insurance holding company to a stock company. The plan was approved by policy
and contract holders on July 24, 2001 and by the Iowa Insurance Commissioner on
August 28, 2001. The demutualization became effective upon the closing of the
initial public offering of Principal Financial Group, Inc. on October 26, 2001.
In demutualization, membership interests of eligible policy and contract holders
are exchanged for compensation, which may be in the form of stock, cash or
policy/contract enhancements. The compensation was distributed over a five-day
period beginning on December 10, 2001.
7
F.N.B. Corporation Salary Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of 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.
RECLASSIFICATION
Certain amounts in the 2000 financial statements have been reclassified to
reflect the 2001 presentation.
3. INVESTMENTS
The fair values of individual investments that represent 5% or more of the
Plan's net assets are as follows:
DECEMBER 31
2001 2000
---- ----
Principal Financial Group, Inc.:
Guaranteed Interest Account $1,344,877 $1,353,034
Money Market Separate Account 1,297,760 867,807
Large Capital Stock Index Separate Account 2,196,506 2,284,762
Large Company Blend Separate Account -- 794,298
F.N.B. Corporation common stock* 6,615,203 3,804,083
* Non-participant directed investment
During 2001, the Plan's investments (including investments bought, sold, as well
as held during the year) appreciated (depreciated) in fair value as determined
by quoted market prices as follows:
Pooled separate accounts $ (667,180)
F.N.B. Corporation common stock 975,728
----------
$ 308,548
==========
8
F.N.B. Corporation Salary Savings 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 investments in F.N.B. Corporation common stock is as
follows:
DECEMBER 31
2001 2000
---- ----
Investments at fair value:
F.N.B. Corporation Common Stock Fund $6,615,203 $3,804,083
YEAR ENDED
DECEMBER 31
2001
----
Changes in net assets:
Employer contributions $ 1,879,490
Net appreciation in fair value of investments 936,844
Dividends 380,655
Distributions to participants or beneficiaries (330,834)
Transfers to participant-directed investments (55,035)
-----------
$ 2,811,120
===========
5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated February 26, 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.
9
F.N.B. Corporation Salary Savings Plan
Notes to Financial Statements (continued)
6. RECONCILIATION OF FINANCIAL STATEMENTS AND FORM 5500
YEAR ENDED
DECEMBER 31
2001
----
Total deductions per the audited financial statements $1,488,414
Less: Distributions resulting from the outstanding loan
balance of terminated participants 28,369
----------
Total expenses per the Form 5500 $1,460,045
==========
7. SUBSEQUENT EVENTS
On January 31, 2002, the Corporation completed its affiliation with Central Bank
Shares, Inc. ("Central"). Central's banking affiliate, Bank of Central Florida,
was merged into First National Bank of Florida. On March 20, 2002, the net
assets of the Bank of Central Florida Salary Savings Plan were transferred into
the Plan.
10
SUPPLEMENTAL SCHEDULE
F.N.B. Corporation Salary Savings Plan
Plan Number: 001
Employer Identification Number: 63-1201350
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2001
(c) DESCRIPTION OF INVESTMENT
(b) IDENTITY OF ISSUE, INCLUDING MATURITY DATE, RATE OF
BORROWER, LESSOR, OR INTEREST, COLLATERAL, PAR OR (e) CURRENT
(a) SIMILAR PARTY MATURITY VALUE (d) COST VALUE
--- ------------- -------------- -------- -----
* Principal Financial
Group, Inc. Guaranteed Interest Account ** $ 1,344,877
* Principal Financial Money Market Separate Account ** 1,297,760
Group, Inc.
Bond and Mortgage Separate Account ** 156,264
Government Securities Separate
Account ** 392,605
High Quality Interim-Term Bond
Separate Account ** 311,989
High Quality Long-Term Bond
Separate Account ** 179,316
American Century Income and
Growth Separate Account ** 211,278
Bond Emphasis Balanced Separate
Account ** 271,218
Large Capital Stock Index
Separate Account ** 2,196,506
Large Company Blend Separate
Account ** 570,542
Medium Company Value Separate
Account ** 360,352
Real Estate Separate Account ** 87,310
Stock Emphasis Balanced Separate
Account ** 628,084
Total Market Stock Index Separate
Account ** 194,562
INVESCO Small Company Growth
Separate Account ** 276,360
Medium Company Blend Separate
Account ** 273,129
11
F.N.B. Corporation Salary Savings Plan
Plan Number: 001
Employer Identification Number: 63-1201350
Schedule H, Line 4i
Schedule of Assets (Held at End of Year) (continued)
(c) DESCRIPTION OF INVESTMENT
(b) IDENTITY OF ISSUE, INCLUDING MATURITY DATE, RATE OF
BORROWER, LESSOR, OR INTEREST, COLLATERAL, PAR OR (e) CURRENT
(a) SIMILAR PARTY MATURITY VALUE (d) COST VALUE
--- ------------- -------------- -------- -----
* Principal Financial
Group, Inc. (continued) Medium Company Growth Separate
Account ** 184,164
Mid-Cap Stock Index Separate
Account ** 272,075
Small Company Blend Separate
Account ** 485,689
Small Company Value Separate
Account ** 118,183
Small-Cap Stock Index Separate
Account ** 148,802
Voyager Separate Account ** 463,239
International Stock Separate
Account ** 474,089
------------
9,553,516
* F.N.B. Corporation Common Stock - nonparticipant
directed $ 6,246,214 6,615,203
Common Stock - participant
directed ** 379,855
------------
6,995,058
* Participant Loans Interest rates ranging from 4.75%
to 11.50% maturing through 2006 ** 527,585
------------
Total Investments $ 18,421,036
============
* Party-in-interest
** Column (d) has not been presented as this information is not applicable.
12
F.N.B. Corporation Salary Savings Plan
Plan Number: 001
Employer Identification Number: 63-1201350
Schedule H, Line 4j
Schedule of Reportable Transactions
December 31, 2001
(b) DESCRIPTION OF ASSET (h) CURRENT
(a) IDENTITY OF PARTY INCLUDING INTEREST RATE AND (c) PURCHASE (d) SELLING (g) COST OF VALUE OF ASSET ON (i) NET
INVOLVED MATURITY IN CASE OF A LOAN PRICE PRICE ASSET TRANSACTION DATE GAIN (LOSS)
-------- -------------------------- ----- ----- ----- ---------------- -----------
Category (iii) - Series of transactions in excess of 5% of Plan assets
----------------------------------------------------------------------
F.N.B. Corporation Common Stock Fund $ 2,361,432 $ -- $ 2,361,432 $ 2,361,432 $ --
There were no Category (i), (ii), or (iv) reportable transactions for the year
ended December 31, 2001.
Columns (e) and (f) are not presented as this information is not applicable.
13
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 hereunto duly authorized.
F.N.B. Corporation Salary Savings Plan
Date: June 28, 2002 /s/John D. Waters
--------------------- --------------------------------------
John D. Waters
Vice President and Chief Financial
Officer