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As filed with the Securities and Exchange Commission on June 14, 2001
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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F.N.B. CORPORATION
(Exact name of Registrant as specified in its charter)
FLORIDA 25-1255406
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
F.N.B. CENTER
2150 GOODLETTE ROAD NORTH
NAPLES, FLORIDA 34102
(941) 262-7600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
JOHN D. WATERS
ONE F.N.B. BOULEVARD
HERMITAGE, PENNSYLVANIA 16148
(724) 981-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
ROBERT C. SCHWARTZ, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP
1230 PEACHTREE STREET, N.E., SUITE 3100
ATLANTA, GEORGIA 30309
(404) 815-3758
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
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Common Stock, par value 783,136 $25.58 $20,032,619 $5,008.15
$0.01 per share.......... shares
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(1) The shares of common stock are being registered hereby for the account
of certain shareholders of F.N.B. Corporation. No other shares of
common stock are being registered pursuant to this offering.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low
reported prices of the Common Stock on the Nasdaq National Market on
June 7, 2001.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SELLING SHAREHOLDERS MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 14, 2001
PROSPECTUS
783,136 SHARES
F.N.B. CORPORATION
COMMON STOCK
This is a resale of outstanding shares of our common stock by certain of
our shareholders. The shares covered by this prospectus were issued by us as
consideration in the acquisitions of several insurance companies, and are being
offered for resale by the former shareholders of those companies.
Our common stock is traded on the Nasdaq National Market under the
symbol "FBAN." On ____________, 2001, the last reported sale price for our
common stock, as reported on Nasdaq, was $_____ per share.
The selling shareholders will sell their shares as described in the
"Plan of Distribution" section, which begins on page 12. We will not receive any
of the proceeds from the sale of the shares by the selling stockholders.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT BANK ACCOUNTS AND ARE NOT INSURED BY THE FDIC
OR ANY OTHER STATE OR FEDERAL AGENCY.
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The date of this prospectus is ___________, 2001
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ABOUT THIS PROSPECTUS
This document is called a prospectus and is part of a registration
statement that we filed with the SEC relating to the shares of our common stock
being offered. This prospectus does not include all of the information in the
registration statement and provides you with a general description of the
securities offered. The registration statement containing this prospectus,
including exhibits to the registration statement, provides additional
information about us and the securities offered. The registration statement can
be read at the SEC web site or at the SEC Public Reference Room mentioned under
the heading "Where You Can Find More Information."
When acquiring any of the securities discussed in this prospectus, you
should rely only on the information provided in this prospectus, including the
information incorporated by reference. Neither we nor any selling shareholders
or underwriters have authorized anyone to provide you with different
information. The securities are not being offered in any state where the offer
would be prohibited. You should not assume that the information in this
prospectus or any document incorporated by reference is truthful or complete at
any date other than the date mentioned on the cover page of the respective
document.
Unless otherwise mentioned or unless the context requires otherwise,
all references in this prospectus to "we," "us," "our," or similar references
mean F.N.B. Corporation and its subsidiaries.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933. Forward-looking statements include
the information concerning the possible or assumed future results of operations
of us or our subsidiaries. Also, when we use words such as "believes,"
"expects," "anticipates" or similar expressions, we are making forward-looking
statements. Prospective investors should note that many factors, some of which
are discussed elsewhere in this document and in the exhibits, could affect our
future financial results and could cause the results to differ materially from
those expressed in our forward-looking statements contained in this prospectus.
These factors include the following:
- operating, legal and regulatory risks;
- economic, political and competitive forces affecting our
financial services businesses; and
- the risk that our analyses of these risks and forces could be
incorrect and/or that the strategies developed to address them
could be unsuccessful.
The accompanying information contained in this prospectus, as well as in our SEC
filings, identifies important additional factors that could adversely affect
actual results and performance. Prospective investors are urged to carefully
consider such factors.
All forward-looking statements attributable to FNB are expressly
qualified in their entirety by the foregoing cautionary statements.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy these documents at the
Public Reference Room maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-(800)-SEC-0330 for further
information on the Public Reference Room. Our SEC filings are also available to
the public at the SEC's Internet site at www.sec.gov.
We have filed a registration statement on Form S-3 under the Securities
Act of 1933 with respect to the common stock being offered. This prospectus does
not contain all the information set forth in the registration statement, certain
parts of which are omitted in accordance with the rules and regulations of the
SEC. Statements contained in this prospectus concerning the provisions of
documents are necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We incorporate by reference the documents listed below and any
documents we file with the SEC in the future under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until this offering is completed:
1. Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
2. Our Quarterly Report on Form 10-Q for the quarter ended March
31, 2001;
3. Our Current Reports on Form 8-K filed January 9, 2001,
February 6, 2001, March 6, 2001, June 1, 2001 and June 14,
2001; and
4. The description of our common stock contained in our
Registration Statement filed under Section 12 of the Exchange
Act, including all amendments and reports updating that
description.
Any information incorporated by reference will be modified or
superseded by any information contained in this prospectus or in any other
document filed later with the SEC which modifies or supersedes such information.
Any information that is modified or superseded will become a part of this
prospectus as the information has been so modified or superseded.
We will provide without charge to each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the information that has been incorporated by reference in this prospectus
(excluding exhibits unless such exhibits are specifically incorporated by
reference into such documents). Please direct such requests to Investor
Relations Department, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage,
Pennsylvania 16148, telephone number (724) 981-6000.
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully consider the risks below and other information in this
prospectus before deciding to invest in our common stock.
OUR STATUS AS A HOLDING COMPANY MAKES US DEPENDENT ON DIVIDENDS FROM OUR
SUBSIDIARIES TO MEET OUR OBLIGATIONS.
We are a holding company and we conduct almost all of our operations
through our subsidiaries. We do not have any significant assets other than the
stock of our subsidiaries. Accordingly, we depend on the cash flows of our
subsidiaries to meet our obligations. Our right to participate in any
distribution of earnings or assets of our subsidiaries is subject to the prior
claims of creditors of such subsidiaries. Under federal and state law, our bank
subsidiaries are limited in the amount of dividends they can pay to us without
prior regulatory approval. Also, bank regulators have the authority to prohibit
our subsidiary banks from paying dividends if they think the payment would be an
unsafe and unsound banking practice.
INTEREST RATE VOLATILITY COULD SIGNIFICANTLY HARM OUR BUSINESS.
Our results of operations are materially affected by the monetary and
fiscal policies of the federal government and the regulatory policies of
governmental authorities. Our profitability will be dependent to a large extent
on our net interest income, which is the difference between income from
interest-earning assets, such as loans, and expense of interest-bearing
liabilities, such as deposits. A change in market interest rates will adversely
affect our earnings if market interest rates change such that the interest we
pay on deposits and borrowings increases faster than the interest we collect on
loans and investments. Consequently, we, along with other financial institutions
generally, are particularly sensitive to interest rate fluctuations.
OUR RESULTS OF OPERATIONS ARE SIGNIFICANTLY AFFECTED BY THE ABILITY OF OUR
BORROWERS TO REPAY THEIR LOANS.
Lending money is an essential part of the banking business. However,
borrowers do not always repay their loans. The risk of non-payment is affected
by:
- credit risks of a particular borrower;
- changes in economic and industry conditions;
- the duration of the loan; and
- in the case of a collateralized loan, uncertainties as to the
future value of the collateral.
Generally, commercial/industrial, construction and commercial real estate loans
present a greater risk of non-payment by a borrower than other types of loans.
Our focus on making these types of loans may make us more susceptible to the
risk of non-payment than other banking companies.
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OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS WILL BE ADVERSELY AFFECTED IF
OUR ALLOWANCE FOR LOAN LOSSES IS NOT SUFFICIENT TO ABSORB ACTUAL LOSSES.
There is no precise method of predicting loan losses. We can give no
assurance that our allowance for loan losses is or will be sufficient to absorb
actual loan losses. Excess loan losses could have a material adverse effect on
our financial condition and results of operations. We attempt to maintain an
appropriate allowance for loan losses to provide for potential losses in our
loan portfolio. We periodically determine the amount of the allowance for loan
losses based upon consideration of several factors, including:
- an ongoing review of the quality, mix and size of the overall
loan portfolio;
- historical loan loss experience;
- evaluation of non-performing loans;
- assessment of economic conditions and their effects on the
existing portfolio; and
- the amount and quality of collateral, including guarantees,
securing loans.
IF WE ARE UNABLE TO ATTRACT SUFFICIENT DEPOSITS TO FUND OUR ANTICIPATED LOAN
GROWTH, OUR FINANCIAL CONDITION COULD BE ADVERSELY AFFECTED.
We fund our loan growth primarily through deposits. To the extent that
we are unable to attract and maintain levels of deposits to fund our loan
growth, we would be required to raise additional funds through public or private
financings. We can give no assurance that we would be able to obtain these funds
on terms that are favorable to us.
WE COULD EXPERIENCE SIGNIFICANT DIFFICULTIES AND COMPLICATIONS IN CONNECTION
WITH OUR GROWTH.
We have grown significantly over the last few years and may seek to
continue to grow by acquiring financial institutions and branches as well as
non-depository entities engaged in permissible activities for our financial
institution subsidiaries. However, the market for acquisitions is highly
competitive. We may not be as successful in the future as we have been in the
past in identifying financial institution and branch acquisition candidates,
integrating acquired institutions or preventing deposit erosion at acquired
institutions or branches.
We may encounter unforeseen expenses, as well as difficulties and
complications in integrating expanded operations and new employees without
disruption to overall operations. In addition, rapid growth may adversely affect
our operating results because of many factors, including start-up costs,
diversion of management time and resources, asset quality and required operating
adjustments. We may not successfully integrate or achieve the anticipated
benefits of our growth or expanded operations.
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WE COULD BE ADVERSELY AFFECTED BY CHANGES IN THE LAW, ESPECIALLY CHANGES
DEREGULATING THE BANKING INDUSTRY.
We and our subsidiaries operate in a highly regulated environment and
are subject to supervision and regulation by several governmental regulatory
agencies, including the Federal Reserve Board, the Office of the Comptroller of
the Currency, the FDIC and the Pennsylvania and Florida Departments of Banking.
Regulations are generally intended to provide protection for depositors and
customers rather than for investors. We are subject to changes in federal and
state law, regulations, governmental policies, income tax laws and accounting
principles. Deregulation could adversely affect the banking industry as a whole
and may limit our growth and the return to investors by restricting such
activities as:
- the payment of dividends;
- mergers with or acquisitions of other institutions;
- investments;
- loans and interest rates;
- providing securities, insurance or trust services; and the
types of non-deposit activities in which our financial
institution subsidiaries may engage.
In addition, legislation may change present capital requirements, which
would restrict our activities and require us to maintain additional capital. We
cannot predict what changes, if any, federal and state agencies will make to
existing federal and state legislation and regulations or the effect that such
changes may have on our business.
OUR RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED DUE TO SIGNIFICANT
COMPETITION.
We may not be able to compete effectively in our markets, which could
adversely affect our results of operations. The banking and financial service
industry in each of our market areas is highly competitive. The increasingly
competitive environment is a result of:
- changes in regulation;
- changes in technology and product delivery systems; and
- the accelerated pace of consolidation among financial services
providers.
We compete for loans, deposits and customers with various bank and
non-bank financial service providers, many of which are larger in terms of total
assets and capitalization, have greater access to capital markets and offer a
broader array of financial services than we do. Competition with such
institutions may cause us to increase our deposit rates or decrease our interest
rate spread on loans we originate.
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F.N.B. CORPORATION
We are a financial services holding company with executive offices in
Naples, Florida and Hermitage, Pennsylvania. We provide a broad range of
financial services to our customers through our banking, insurance agency,
consumer finance, and trust company subsidiaries, which together operate 156
offices in four states. As of March 31, 2001, we had approximately $4.0 billion
in consolidated assets and approximately $3.2 billion in deposits. Our main
office is located at F.N.B. Center, 2150 Goodlette Road North, Naples, Florida
34102 and our telephone number is (941) 262-7600.
Our subsidiaries provide a full range of financial services,
principally to consumers and small- to medium-sized businesses, in their
respective market areas. Our business strategy has been to focus primarily on
providing quality, community-based financial services adapted to the needs of
each of the markets we serve. We have emphasized our community orientation by
generally preserving the names and local management of our subsidiaries and
allowing our subsidiaries significant autonomy in decision-making, thus enabling
them to respond to customer requests more quickly.
The lending philosophy of each of our bank subsidiaries is to minimize
credit losses by following uniform credit approval standards (which include
independent analysis of realizable collateral value), diversifying our loan
portfolio, maintaining a relatively modest average loan size and conducting
ongoing review and management of the loan portfolio. The banks are active
residential mortgage lenders, and make commercial loans primarily to established
local businesses. Our bank subsidiaries do not have a significant amount of
construction loans, any highly leveraged transaction loans or any loans to
foreign countries.
No material portion of the deposits of our bank subsidiaries has been
obtained from a single or small group of customers, and the loss of any
customer's deposits or a small group of customers' deposits would not have a
material adverse effect on our business.
While we have generally sought to preserve the identities and autonomy
of our subsidiaries, we have established centralized credit analysis, loan
review, investment, audit and data processing functions. The centralization of
these processes has enabled us to maintain consistent quality of these functions
and to achieve certain economies of scale. We have recently further centralized
our banking operations through the consolidation of our banking subsidiaries
under one charter in each state. Our five Florida banking subsidiaries have been
consolidated under the charter of First National Bank of Florida (excluding the
recently acquired Citizens Community Bank of Florida, which will be consolidated
under the charter of FNB of Florida later this year), and our two Pennsylvania
banking subsidiaries have been consolidated under the charter of First National
Bank of Pennsylvania. We believe the consolidation program will enable us to
realize significant savings by eliminating operational redundancies and
integrating common deposit and lending programs. The individual bank offices
will generally retain their existing names and local management structure.
We have two insurance agency subsidiaries, Gelvin, Jackson and Starr,
Inc., with six offices in Pennsylvania, and Roger Bouchard Insurance, Inc. with
nine offices in Florida. Our consumer finance subsidiary, Regency Finance
Company, has 48 offices in four states and had $147.3 million in total assets as
of March 31, 2001. Our trust company subsidiary, First National Trust Company,
has six offices in Florida and Pennsylvania and held $1.0 billion of assets in
trust as of March 31, 2001.
We have five other subsidiaries, Penn-Ohio Life Insurance Company,
First National Corporation, Customer Service Center of F.N.B., Mortgage Service
Corporation, and F.N.B. Building Corporation. Penn-Ohio underwrites, as a
reinsurer, credit life and accident and health insurance sold by our
subsidiaries. First National holds equity securities and other assets for the
holding company. Customer
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Service provides data processing and other services to our affiliates. Mortgage
Service services mortgage loans for unaffiliated financial institutions, and FNB
Building owns real estate that is leased to certain of our affiliates.
As part of our operations, we regularly evaluate the potential
acquisition of, and hold discussions with, various financial institutions and
other businesses of a type eligible for financial holding company investment. In
addition, we regularly analyze the values of, and submit bids for, the
acquisition of customer-based funds and other liabilities and assets of such
financial institutions and other businesses. As a general rule, we publicly
announce such material acquisitions when a definitive agreement has been
reached.
RECENT EVENTS -- PLANNED ACQUISITION OF PROMISTAR FINANCIAL CORPORATION
We have entered into a merger agreement, dated as of June 13, 2001,
with Promistar Financial Corporation pursuant to which we will acquire
Promistar through the merger of Promistar with and into FNB. Under the terms of
the merger agreement, at the effective time of the merger, each outstanding
share of the Promistar's common stock will be converted into the right to
receive 0.926 shares of our common stock. We expect to issue approximately 16
million of our common stock in connection with the merger.
The merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended (except for any cash paid to
Promistar shareholder in lieu of a fractional share of FNB common stock), and
to be accounted for as a pooling of interests.
Consummation of the merger is subject to various conditions,
including: (i) approval of the merger agreement by the shareholders of FNB and
Promistar; (ii) receipt of certain regulatory approvals from the Board of
Governors of the Federal Reserve System and other federal and state regulatory
authorities; (iii) the receipt of an opinion of counsel as to the tax-free
nature of certain aspects of the merger; (iv) receipt of a letter from FNB's
independent accountants confirming that the merger may be accounted for as a
pooling of interests; and (v) satisfaction of certain other conditions.
We expect the merger to be consummated during the first quarter of
2002.
For further information about FNB, see "Where You Can Find More
Information" on page 2.
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SELLING SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of May 25, 2001 by the shareholders
who are offering common stock under this prospectus. Beneficial ownership
includes shares for which an individual, directly or indirectly, has or shares
voting or investment power or both. All of the listed persons have sole voting
and investment power over the shares listed opposite their names unless
otherwise indicated in the notes below. The numbers in the table include
fractional share interests which have been rounded to the nearest whole share.
None of the selling shareholders owns in excess of 1% of the issued and
outstanding shares of our common stock.
SHARES SHARES
BENEFICIALLY BENEFICIALLY
OWNED BEFORE SHARES OWNED AFTER
NAME OF SELLING SHAREHOLDER THE OFFERING OFFERED THE OFFERING(1)
--------------------------- ------------ -------- ---------------
Former shareholders of Connell & Herrig Insurance, Inc.(2)
William B. Connell ............................................ 83,477 83,477 0
Steven F. Herrig .............................................. 83,477 83,477 0
Former shareholders of Altamura, Marsh and Associates, Inc.(3)
Leonard Altamura(4)(5) ........................................ 111,375 108,744 2,631
Ileane Altamura(4)
Nick Amaro .................................................... 8,866 8,656 209
Yvette Anderson ............................................... 1,228 1,199 29
Craig N. Holland .............................................. 12,188 11,900 288
Donald O. Leggett ............................................. 14,214 13,878 335
Michelle R. Minton ............................................ 1,381 1,348 33
Leslie E. Mirro ............................................... 1,842 1,798 43
Jerry W. Short ................................................ 12,403 12,110 293
William H. Stitt .............................................. 8,964 8,752 212
Janet Widera .................................................. 1,228 1,199 29
Former shareholders of OneSource Group, Inc.(6)
Frank H. Dutill ............................................... 15,209 15,209 0
Laurence W. Hall, Jr .......................................... 4,308 4,308 0
Terrell V. Hawkins(5) ......................................... 135,372 135,372 0
Earl H. Horton, Jr.(5) ........................................ 132,717 132,717 0
Michael A. McClain(5) ......................................... 130,063 130,063 0
Anthony R. Robbins ............................................ 1,747 1,747 0
Antoinette M. Robbins Revocable Trust ......................... 3,941 3,941 0
Charles M. Robbins ............................................ 8,801 8,801 0
Jerome G. Robbins ............................................. 2,694 2,694 0
Jerome G. Robbins II .......................................... 2,521 2,521 0
Kellee C. Robbins ............................................. 2,521 2,521 0
Former shareholders of Don Ostrowsky & Assoc., Inc.(7)
Don & Carol Ostrowsky ......................................... 6,704 6,704 0
Total ............................................................ 787,241 783,146 4,105
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(1) Assuming all offered shares are sold.
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(2) On June 9, 2000, FNB acquired all the outstanding capital
stock of Connell & Herring Insurance, Inc. in exchange for the
issuance of an aggregate of 159,004 shares of FNB common
stock.
(3) On August 15, 2000, FNB acquired all the outstanding capital
stock of Altamura, Marsh and Associates, Inc. in exchange for
the issuance of an aggregate of 163,318 shares of FNB common
stock.
(4) The numbers reflect shares held of record by such individual.
Leonard and Ileane Altamura, as husband and wife, may each be
deemed to beneficially own the shares held of record by the
other.
(5) Member of the Board of Directors of Roger Bouchard Insurance,
Inc., a wholly owned subsidiary of FNB.
(6) On January 25, 2001, FNB acquired all the outstanding capital
stock of OneSource Group, Inc. in exchange for the issuance of
an aggregate of 418,962 shares of FNB common stock.
(7) On January 31, 2001, FNB acquired all the outstanding capital
stock of Don Ostrowsky & Assoc., Inc. in exchange for the
issuance of an aggregate of 6,384 shares of FNB common stock.
USE OF PROCEEDS
The shares of our common stock offered under this prospectus will be
sold by the selling shareholders named herein. We will not receive any of the
cash proceeds from the sale of shares of common stock by the selling
shareholders.
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
GENERAL. We are authorized to issue 100,000,000 shares of common stock,
$0.01 par value per share, of which 25,556,384 shares were outstanding as of May
31, 2001. Our common stock is traded on the Nasdaq National Market under the
trading symbol "FBAN." We provide transfer agent and registrar services for our
common stock.
As of May 31, 2001, 2,860,527 shares of our common stock were reserved
for issuance under various employee benefit plans and under our dividend
reinvestment and stock purchase plan. In addition, we have reserved 16.5 million
shares of our common stock for issuance in connection with our planned
acquisition of Promistar Financial Corporation, which we expect to occur during
the first quarter of 2002. See "F.N.B. Corporation - Recent events - Planned
Acquisition of Promistar Financial Corporation." After taking into account those
reserved shares, the number of authorized shares of common stock available for
other corporate purposes as of May 31, 2001 was 55,083,089.
VOTING AND OTHER RIGHTS. Holders of our common stock are entitled to
one vote per share, and, in general, a majority of votes cast with respect to a
matter is sufficient to authorize action upon routine matters. Directors are
elected by a plurality of the votes cast, and each shareholder entitled to vote
in such election is entitled to vote each share of stock for as many persons as
there are directors to be elected. In elections for directors, shareholders do
not have the right to cumulate their votes. Holders of our Series A Preferred
Stock (described below) vote as a class with holders of our common stock.
In the event of liquidation, holders of our common stock would be
entitled to receive pro rata any assets legally available for distribution to
shareholders with respect to shares held by them, subject to any prior rights of
the holders of any preferred stock then outstanding.
Our common stock does not carry any preemptive rights, redemption
privileges, sinking fund privileges or conversion rights. All of the outstanding
shares of our common stock are validly issued and fully paid.
DISTRIBUTIONS. Holders of our common stock are entitled to receive such
dividends or distributions as our Board of Directors may declare out of funds
legally available for such payments. The payment of distributions by us is
subject to the restrictions of Florida law applicable to the declaration of
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distributions by a business corporation. A corporation generally may not
authorize and make distributions if, after giving effect thereto, it would be
unable to meet its debts as they become due in the usual course of business or
if the corporation's total assets would be less than the sum of its total
liabilities plus the amount that would be needed, if it were to be dissolved at
the time of distribution, to satisfy claims upon dissolution of shareholders who
have preferential rights superior to the rights of the holders of its common
stock. In addition, the payment of distributions to shareholders is subject to
any prior rights of outstanding preferred stock. Share dividends, if any are
declared, may be paid from authorized but unissued shares.
Our ability to pay distributions is affected by the ability of our
subsidiaries to pay dividends. The ability of our subsidiaries, as well as of
us, to pay dividends in the future is influenced by bank regulatory requirements
and capital guidelines.
PREFERRED STOCK
GENERAL. We are authorized to issue 20,000,000 shares of preferred
stock, $0.01 par value per share. Our Board of Directors has the authority to
issue preferred stock in one or more series and to fix the dividend rights,
dividend rate, liquidation preference, conversion rights, voting rights, rights
and terms of redemption (including sinking fund provisions), and the number of
shares constituting any such series, without any further action by the
shareholders unless such action is required by applicable rules or regulations
or by the terms of other outstanding series of preferred stock. Any shares of
preferred stock which may be issued may rank prior to shares of common stock as
to payment of dividends and upon liquidation. There were 19,194 shares of Series
A Preferred Stock issued and outstanding as of May 31, 2001 and 144,473 shares
of Series B 7 1/2% Cumulative Convertible Preferred Stock issued and outstanding
as May 31, 2001.
THE FOLLOWING SUMMARY OF THE SERIES A PREFERRED STOCK AND SERIES B
PREFERRED STOCK IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DESCRIPTION
THEREOF CONTAINED IN OUR ARTICLES OF INCORPORATION ATTACHED AS EXHIBIT 4.1 TO
THE CORPORATION'S CURRENT REPORT ON FORM 8-K FILED WITH THE SEC ON JUNE 1, 2001,
WHICH IS INCORPORATED HEREIN BY REFERENCE.
SERIES A PREFERRED STOCK. The Series A Preferred Stock was created for
the purpose of acquiring Reeves Bank in 1985. Holders of the Series A Preferred
Stock are entitled to 6.2 votes for each share held. The holders of the Series A
Preferred Stock do not have cumulative voting rights in the election of
directors. Dividends on the Series A Preferred Stock are cumulative from the
date of issue and are payable at a rate of $.42 per share each quarter. The
Series A Preferred Stock is convertible at the option of the holder into shares
of common stock having a market value of $25.00 at time of conversion. We have
the right to require the conversion of the balance of all outstanding shares at
the conversion rate. At May 31, 2001, 19,313 shares of common stock were
reserved by us for the conversion of the 19,194 presently outstanding shares of
Series A Preferred Stock.
SERIES B PREFERRED STOCK. The Series B Preferred Stock was issued
during 1992 for the purpose of raising capital for the acquisition of 13 banking
branches in the Erie, Pennsylvania area. Holders of the Series B Preferred Stock
have no voting rights. Dividends on the Series B Preferred Stock are cumulative
from the date of issue and are payable at a rate of $.46875 per share each
quarter. The Series B Preferred Stock has a stated value of $25.00 per share and
is convertible at the option of the holder at any time into shares of common
stock at a price of $10.05 per share. At May 31, 2001, 377,128 shares of common
stock were reserved by us for the conversion of the 144,473 presently
outstanding shares of Series B Preferred Stock. We have the right to require the
conversion of the balance of all outstanding shares at the conversion rate.
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PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling shareholders.
Selling shareholders include donees and pledgees selling shares received from a
named selling shareholder after the date of this prospectus. We will pay all
costs, expenses and fees in connection with the registration of the shares
offered by this prospectus. Brokerage commissions and similar selling expenses,
if any, attributable to the sale of shares will be borne by the selling
shareholders.
Sales of shares may be effected by selling shareholders from time to
time in one or more types of transactions (which may include block transactions)
on Nasdaq, in the over-the-counter market, in negotiated transactions, through
put or call options transactions relating to the shares, through short sales of
shares, or a combination of such methods of sale, at market prices prevailing at
the time of sale, or at negotiated prices. Such transactions may or may not
involve brokers or dealers.
The selling shareholders have advised us that they have not entered
into any agreements, understandings or arrangements with any underwriters or
brokers-dealers regarding the sale of their securities. In addition, there is
not an underwriter or coordinating broker acting in connection with the proposed
sale of shares by the selling shareholders.
The selling shareholders may effect transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling shareholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both. The compensation paid as to a particular
broker-dealer might be in excess of customary commissions.
The selling shareholders and any broker-dealers that act in connection
with the sale of shares might be deemed to be underwriters within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act.
Because selling shareholders may be deemed to be underwriters within
the meaning of Section 2(11) of the Securities Act, the selling shareholders
will be subject to the prospectus delivery requirements of the Securities Act.
FNB has informed the selling shareholders that the anti-manipulative provisions
of Regulation M promulgated under the Exchange Act may apply to their sales in
the market.
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Upon FNB being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution, or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act. The supplement will disclose:
- the name of each such selling shareholder and of the
participating broker-dealer(s);
- the number of shares involved;
- the price at which such shares were sold;
- the commissions paid or discounts or concessions allowed to
such broker-dealer(s), where applicable;
- that such broker-dealer(s) did not conduct any investigation
to verify the information set out or incorporated by reference
in this prospectus; and
- other facts material to the transaction.
In addition, upon FNB being notified by a selling shareholder that a donee or
pledgee intends to sell more than 500 shares, a supplement to this prospectus
will be filed.
LEGAL MATTERS
Certain legal matters in connection with the offering are being passed
upon for us by our General Counsel, James G. Orie. Mr. Orie owns shares of our
common stock and holds options to purchase additional shares of our common
stock.
EXPERTS
The consolidated financial statements of FNB incorporated by reference
in FNB's Annual Report on Form 10-K for the year ended December 31, 2000 have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon which is based in part on the report of other auditors,
incorporated by reference therein and incorporated herein by reference.
The financial statements referred to above are incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.
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NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION AND REPRESENTATION SHOULD NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY FNB. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED BY
THIS PROSPECTUS IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE
AFFAIRS OF FNB SINCE THE DATE HEREOF.
---------------------------
TABLE OF CONTENTS
Page
----
About this Prospectus.......................... 1
Cautionary Notice Regarding
Forward-Looking Statements................... 1
Where You Can Find More Information............ 2
Incorporation of Certain
Documents by Reference....................... 2
Risk Factors................................... 3
F.N.B. Corporation............................. 6
Selling Shareholders........................... 8
Use of Proceeds................................ 9
Description of Capital Stock................... 9
Plan of Distribution........................... 11
Legal Matters.................................. 12
Experts........................................ 12
F. N. B. CORPORATION
783,136 SHARES
COMMON STOCK
P R O S P E C T U S
____________, 2001
F.N.B. CENTER
2150 GOODLETTE ROAD NORTH
NAPLES, FLORIDA 34102
(941) 262-7600
16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below are estimates of the fees and expenses payable by FNB
in connection with the offer and sale of the common stock being registered:
SEC Registration Fee........................... $ 5,008
Legal Fees and Expenses........................ 10,000
Accounting Fees and Expenses................... 5,000
Printing, Materials, and Postage............... 5,000
Miscellaneous Expenses......................... 2,000
--------
Total.................................. $ 27,008
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
II-1
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FNB's Articles of Incorporation provide that FNB shall indemnify its
directors and officers to the fullest extent permitted by law in connection with
any actual or threatened action, suit or proceedings, civil, criminal,
administrative, investigative or other (whether brought by or in the right of
FNB or otherwise) arising out of their service to FNB or to another organization
at FNB's request, or because of their positions with FNB. The Articles further
provide that FNB may purchase and maintain insurance to protect itself and any
such director or officer against any liability, cost or expense asserted against
or incurred by him in respect of such service, whether or not FNB would have the
power to indemnify him against such liability by law or under the provisions of
this paragraph.
FNB's Bylaws provide that to the fullest extent permitted by law, no
director of the Corporation shall be personally liable for monetary damages for
any action taken, or any failure to take any action.
ITEM 16. EXHIBITS.
The following exhibits are filed with this Registration Statement.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
4.1 Articles of Incorporation of F.N.B. Corporation, as amended
(incorporated herein by reference to Exhibit 4.1 to the Form
8-K filed by FNB on June 1, 2001).
4.2 Bylaws of F.N.B. Corporation (incorporated herein by reference
to Exhibit 4.2 to the Form 8-K filed by FNB on June 1, 2001).
5.1 Legal Opinion of James G. Orie, Corporate Counsel of the Company
23.1 Consent of Ernst & Young LLP
23.2 Consent of Bobbitt, Pittenger & Company, P.A.
23.3 Consent of James G. Orie, Corporate Counsel of the Company
(contained in his opinion at Exhibit 5.1)
24.1 Powers of Attorney
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 15
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Naples, State of Florida, on the 13th day of June,
2001.
F.N.B. CORPORATION
By: /s/ Gary L. Tice
---------------------------------------------
Gary L. Tice, President and Chief Executive
Officer (principal executive officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
----------------------------------------------------- Chairman of the Board
Peter Mortensen
President, Chief Executive Officer
/s/ Gary L. Tice and Director (principal executive June 13, 2001
----------------------------------------------------- officer)
Gary L. Tice
* Vice Chairman June 13, 2001
-----------------------------------------------------
Stephen J. Gurgovits
/s/ John. D. Waters Vice President and Chief
----------------------------------------------------- Financial Officer (principal June 13, 2001
John D. Waters financial and accounting officer)
*
----------------------------------------------------- Director June 13, 2001
W. Richard Blackwood
* Director June 13, 2001
-----------------------------------------------------
Alan C. Bomstein
* Director
----------------------------------------------------- June 13, 2001
William B. Campbell
* Director June 13, 2001
-----------------------------------------------------
Charles T. Cricks
* Director June 13, 2001
-----------------------------------------------------
Henry M. Ekker
Director
-----------------------------------------------------
James S. Lindsey
20
* Director June 13, 2001
-----------------------------------------------------
Paul P. Lynch
* Director June 13, 2001
-----------------------------------------------------
Edward J. Mace
Director
-----------------------------------------------------
Robert S. Moss
Director
-----------------------------------------------------
William A. Quinn
* Director June 13, 2001
-----------------------------------------------------
William J. Strimbu
* Director
----------------------------------------------------- June 13, 2001
Archie O. Wallace
* Director
----------------------------------------------------- June 13, 2001
James T. Weller
* Director June 13, 2001
-----------------------------------------------------
Eric J. Werner
*
----------------------------------------------------- Director June 13, 2001
Robert B. Wiley
*
----------------------------------------------------- Director June 13, 2001
Donna C. Winner
* By: /s/ John D. Waters
-----------------------------------------------
John D. Waters, as Attorney-in-Fact,
pursuant to Powers of Attorney filed as
Exhibit 24.1 to this Registration Statement
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
4.1 Articles of Incorporation of F.N.B. Corporation, as amended
(incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed by
FNB on June 1, 2001).
4.2 Bylaws of F.N.B. Corporation (incorporated herein by reference to
Exhibit 4.2 to the Form 8-K filed by FNB on June 1, 2001).
5.1 Legal Opinion of James G. Orie, Corporate Counsel of the Company
23.1 Consent of Ernst & Young LLP
23.2 Consent of Bobbitt, Pittenger & Company, P.A.
23.3 Consent of James G. Orie, Corporate Counsel of the Company
(contained in his opinion at Exhibit 5.1)
24.1 Powers of Attorney