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FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-63040
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 July 2, 2001, the last reported sale price for our common
stock, as reported on Nasdaq, was $26.75 per share.
The selling shareholders will sell their shares as described in the
"Plan of Distribution" section, which begins on page 11. We will not receive any
of the proceeds from the sale of the shares by the selling shareholders.
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 July 3, 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, as amended;
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
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subsidiaries. First National holds equity securities and other assets for the
holding company. Customer 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 shares
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 a
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 June 1, 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)
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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) ......................................... 107,231 104,698 2,533
Ileane Altamura(4) ............................................. 4,144 4,046 98
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) .......................................... 130,142 130,063 79
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 ............................................................. 787,320 783,136 4,184
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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.
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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
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
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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.
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.
11
13
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 Corporate 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.
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TABLE OF CONTENTS
Page
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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
JULY 3, 2001
F.N.B. CENTER
2150 GOODLETTE ROAD NORTH
NAPLES, FLORIDA 34102
(941) 262-7600
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