Florida | 001-31940 | 25-1255406 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One F.N.B. Boulevard, Hermitage, Pennsylvania | 16148 | |
(Address of principal executive offices) | (Zip Code) |
2
| the businesses of FNB and an acquired company may not be integrated successfully or the integration may be more difficult, time-consuming or costly than currently anticipated; | |
| expected revenue synergies and cost savings from any such acquisition may not be realized within the expected time frame or at all; | |
| deposit attrition, operating costs, loss of customers and business disruption, including, without limitation, difficulties in maintaining relationships with our employees, customers or suppliers may be greater than anticipated following any such acquisition; | |
| competitive pressure among financial services companies is intense; | |
| general economic conditions may be less favorable than expected; | |
| political conditions and related actions by the United States military abroad may adversely affect economic conditions as a whole; | |
| changes in the interest rate environment may reduce interest margins and impact funding sources; | |
| changes in market rates and prices may adversely impact the value of financial products and assets; | |
| legislation or changes in the regulatory environment may adversely affect our businesses; and | |
| litigation liabilities, including costs, expenses, settlements and judgments, may adversely affect our businesses. |
3
Exhibit No. | Description of Exhibit | |
4.1
|
Certificate of Limited Partnership of FNB Financial Services, LP (incorporated by reference to Exhibit 4.3 of the Registration Statement on Form S-4 filed January 24, 2005) | |
4.2
|
Agreement of Limited Partnership of FNB Financial Services, LP dated as of December 3, 2004, by and between Regency Consumer Financial Services Inc. and FNB Consumer Financial Services Inc. (incorporated by reference to Exhibit 4.4 of the Registration Statement on Form S-4 filed January 24, 2005) | |
4.3
|
Form of Indenture dated as of ___, 2005, by and among FNB Financial Services, LP, as Issuer, F.N.B. Corporation, as Guarantor, and J.P. Morgan Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.5 of the Registration Statement on Form S-4 filed January 24, 2005) | |
4.4
|
Form of FNB Financial Services, LP General Partner Certificate pursuant to the New Indenture (incorporated by reference to Exhibit 4.6 of the Registration Statement on Form S-4 filed January 24, 2005) | |
4.5
|
Form of Nonnegotiable Subordinated Term Note, Series 2005, of FNB Financial Services, LP (incorporated by reference to Exhibit 4.7 of the Registration Statement on Form S-4 filed January 24, 2005) | |
4.6
|
Form of Nonnegotiable Subordinated Daily Note, Series 2005, of FNB Financial Services, LP (incorporated by reference to Exhibit 4.8 of the Registration Statement on Form S-4 filed January 24, 2005) | |
4.7
|
Form of Nonnegotiable Subordinated Special Daily Note, Series 2005, of FNB Financial Services, LP (incorporated by reference to Exhibit 4.9 of the Registration Statement on Form S-4 filed January 24, 2005) | |
4.8
|
Form of FNB Financial Services, LP Letter of Transmittal (incorporated by reference to Exhibit 4.10 of the Registration Statement on Form S-4 filed January 24, 2005) | |
4.9
|
Form of Agency Agreement dated as of ___, 2005, by and among FNB Financial Services, LP, F.N.B. Corporation, as Guarantor, and Regency Finance Company, as Agent (incorporated by reference to Exhibit 4.11 of the Registration Statement on Form S-4 filed January 24, 2005) | |
4.10
|
Form of Guaranty of F.N.B. Corporation dated as of ___, 2005 (incorporated by reference to Exhibit 4.12 of the Registration Statement on Form S-4 filed January 24, 2005) | |
4.11
|
Form of Acceptance of Offer for New Notes (incorporated by reference to Exhibit 4.13 of the Registration Statement on Form S-4 filed January 24, 2005) |
4
Exhibit No. | Description of Exhibit | |
4.12
|
Form of Indenture dated as of May 15, 1992, by and between F.N.B. Corporation and J.P. Morgan Trust Company, National Association, successor trustee to Northern Central Bank, as trustee (incorporated herein by reference to Exhibit 4.7 of FNBs Registration Statement on Form S-2, File No. 33-45888) | |
4.13
|
First Supplemental Indenture, dated as of January 1, 1994, between FNB and the Trustee (incorporated by reference to Exhibit 4.4 of FNBs Registration Statement on Form S-3, File No. 33-61367) | |
4.14
|
Second Supplemental Indenture, dated as of October 30, 2003, between FNB and the Trustee (incorporated by reference to Exhibit 4.1 of FNBs Form 8-K filed on October 31, 2003) | |
4.15
|
Form of Amended and Restated Officers Certificate setting forth the terms of FNBs Daily Notes (incorporated by reference to Exhibit 4.7 of FNBs Registration Statement on Form S-3, File No. 333-103902) | |
4.16
|
Form of Second Officers Certificate, dated March 18, 2003, setting forth the terms of FNBs Term Notes Series 2003 and Special Daily Notes Series 2003 (incorporated by reference to Exhibit 4.8 of FNBs Registration Statement on Form S-3, File No. 333-103902) | |
4.17
|
Specimen of Outstanding Term Note (incorporated herein by reference to Exhibit 4.2 of FNBs Registration Statement on Form S-3, File No. 333-103902) | |
4.18
|
Specimen of Outstanding Daily Note (incorporated herein by reference to Exhibit 4.2 of FNBs Registration Statement on Form S-3, File No. 333-74737) | |
25.1
|
Form T-1 (incorporated by reference to Exhibit 25.1 of the Registration Statement on Form S-4 filed January 24, 2005) |
5
F.N.B. CORPORATION | |||||
Date August 22, 2005
|
By: | /s/ Brian F. Lilly | |||
Its: Chief Financial Officer |
6