As filed with the Securities and Exchange Commission on May 29, 2003
Registration Statement No. 333-103902
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
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
(239) 262-7600
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
THOMAS E. FAHEY
CHIEF FINANCIAL OFFICER
F.N.B. CORPORATION
F.N.B. CENTER
2150 GOODLETTE ROAD NORTH
NAPLES, FLORIDA 34102
(239) 262-7600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
ROBERT C. SCHWARTZ
SMITH, GAMBRELL & RUSSELL, LLP
1230 PEACHTREE STREET, N.E., SUITE 3100
ATLANTA, GA 30309-3592
(404) 815-3758
Approximate date of commencement of proposed sale to the public: As
soon as practicable following the effectiveness 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, 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. [ ]
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.
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
Subordinated Term Notes Series 2003 Due 3, 6, 9,
12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120
months -- 100% -- --
Subordinated Daily Notes -- 100% -- --
Subordinated Special Daily Notes Series 2003 -- 100% -- --
Total 175,000,000 100% $175,000,000 $11,518(1)(2)
(1) In accordance with Rule 457(p) of the Securities Act, the Registrant
has offset $2,640 of the filing fee associated with this registration
statement, which represents 4% of the $66,000 filing fee associated with the
Registrant's Form S-3 filed on June 1, 2000 (Registration Statement No.
333-38370) (the "Existing S-3"). Prior to the effectiveness of this
registration statement, the Registrant hereby undertakes to terminate its
offering pursuant to the Existing S-3, and to cause not less than $10 million
of securities to remain unsold under the Existing S-3 (4% of the $250 million
of securities registered under the Existing S-3) at the time such offering is
terminated.
(2) Of the total fee of $11,518, the Registrant previously paid $8,895 in
connection with the initial filing of the Registration Statement that is
amended hereby, and the Registrant has paid the remaining $2,623 prior to the
filing of this amendment.
PROSPECTUS
[F.N.B. CORPORATION LOGO]
$175,000,000
OF
SUBORDINATED TERM NOTES SERIES 2003,
SUBORDINATED DAILY NOTES
AND
SUBORDINATED SPECIAL DAILY NOTES SERIES 2003
TERM NOTES SERIES 2003
Available Terms 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and
120 months
Minimum $500
Purchase
Interest We will establish the interest rate applicable for the term
of the note when you purchase the Term Note -- see the
Prospectus Supplement for current rates. You will have
different interest payment options, depending on the term of
your Term Note.
Automatic At maturity, your Term Note will automatically renew for an
Renewal and identical term at the then-applicable interest rate. You can
Redemption redeem your Term Note at any time but will forfeit some
interest if you do not redeem on a maturity date. We can
redeem your Term Note on 30 days' notice.
DAILY NOTES
Term The Daily Notes have no set term.
Minimum $50.00
Purchase
Interest The initial interest rate will be set when you purchase the
Daily Note, and will be subject to adjustment monthly -- see
the Prospectus Supplement for current rates. Interest is
accrued daily, compounded quarterly and is paid when you
redeem the Daily Note.
Redemption You can redeem all or any portion of your Daily Note at any
time without penalty. We can redeem your Daily Note on 30
days' notice.
SPECIAL DAILY NOTES SERIES 2003
Term The Special Daily Notes have no set term.
Minimum We may establish minimum purchase requirements from time to
Purchase time -- see the Prospectus Supplement.
Interest The interest rate will be set when you purchase the Special
Daily Note, and will be subject to adjustment monthly -- see
the Prospectus Supplement for current rates. Interest is
accrued daily, compounded quarterly and is paid when you
redeem the Special Daily Note.
Redemption You can redeem all or any portion of your Special Daily Note
at any time without penalty. We can redeem your Special Daily
Note on 30 days' notice.
The notes will be offered and sold by officers and employees of our
subsidiary, Regency Finance Company, and its subsidiary, Citizens Financial
Services, Inc. We will not pay any commissions in connection with sales of the
notes, and we will therefore receive the full proceeds from sales. The notes
will not be listed on any securities exchange or other trading market.
The Term Notes will not be secured by any collateral, and will be
subordinate to all of our other existing and future senior debt. BEFORE
INVESTING IN THE NOTES, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS
DESCRIBED BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
THE NOTES OFFERED HEREBY ARE NOT DEPOSITS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS __________, 2003.
TABLE OF CONTENTS
Questions and Answers About the Notes .................. 1
Risk Factors ........................................... 3
Disclosure Regarding Forward-Looking Statements ........ 7
Summary Consolidated Financial Data .................... 8
F.N.B. Corporation ..................................... 9
Description of the Notes ............................... 12
Use of Proceeds ........................................ 18
Plan of Distribution ................................... 18
Legal Matters .......................................... 18
Experts ................................................ 18
Where You Can Find Additional Information .............. 19
Information Incorporated By Reference .................. 19
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT, WHICH
DESCRIBES THE INTEREST RATES APPLICABLE TO THE NOTES AT THE TIME OF YOUR
PURCHASE. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER
INFORMATION AND YOU SHOULD NOT RELY ON ANY OTHER INFORMATION IN MAKING YOUR
INVESTMENT DECISION.
WE ARE NOT MAKING AN OFFER TO SELL THE NOTES IN ANY JURISDICTION WHERE
THE OFFER OR SALE IS NOT PERMITTED.
(i)
QUESTIONS AND ANSWERS ABOUT THE NOTES
WHAT IS F.N.B. CORPORATION?
We are a diversified financial services company headquartered in
Naples, Florida. We own and operate community banks, insurance agencies, a
consumer finance company and First National Trust Company, with offices in
Florida, Pennsylvania, Ohio and Tennessee. As of March 31, 2003, we had $8.1
billion in total assets and shareholders' equity of $608.6 million. Our common
stock is traded on The Nasdaq Stock Market under the symbol FBAN, and the
closing price of our common stock on April 30, 2003 was $30.43. The address of
our corporate headquarters is F.N.B. Center, 2150 Goodlette Road North, Naples,
Florida 34102. The telephone number at our corporate headquarters is (239)
262-7600. Please call our subsidiary, Regency Finance Company, at (724)
983-3453, with any questions regarding the notes.
WHAT ARE THE NOTES?
The notes we are offering are unsecured subordinated debt obligations
issued by us through our subsidiary, Regency Finance Company, and its
subsidiary, Citizens Financial Services.
ARE THE NOTES INSURED?
The notes are not bank deposits and are not insured or guaranteed by
the Federal Deposit Insurance Corporation (FDIC) or any other government
agency. The notes also are not secured by any of our assets or any other
collateral.
WHAT ARE THE MATURITIES OF THE NOTES?
The Term Notes are available in maturities of 3, 6, 9, 12, 15, 18, 21,
24, 27, 30, 36, 48, 60, 84, and 120 months. Each Term Note will automatically
renew at maturity for an identical term at the then-applicable interest rate,
unless you elect to have it redeemed. The Daily Notes and Special Daily Notes
have no set maturity, and are payable on demand.
WHAT ARE THE INTEREST RATES ON THE NOTES?
We will determine the interest rates payable on the notes, and the
rates will vary from time to time. The interest rate on the Daily Notes and the
Special Daily Notes may be adjusted monthly, on the first day of each month.
Each Term Note will have a fixed interest rate for the term of the note.
The interest rates in effect at any given time are described in the
Prospectus Supplement that accompanies this Prospectus.
HOW DO I RECEIVE THE INTEREST PAYMENTS ON MY INVESTMENT?
Interest on the Daily Notes and the Special Daily Notes is accrued
daily, compounded quarterly, and paid upon redemption.
Interest on the Term Notes accrues daily and may be paid monthly or
quarterly, depending on the term. In addition, you may elect to have interest
compounded quarterly on Term Notes having a maturity of at least nine months.
1
HOW AND WHERE CAN I REDEEM THE NOTES?
You can redeem the notes at any of our Regency Finance Company or
Citizens Financial Services offices. Please call (724) 984-3453 for information
regarding our office locations. You can redeem a Daily Note or a Special Daily
Note without penalty. You will forfeit some interest if you redeem a Term Note
prior to maturity.
WHAT WILL THE PROCEEDS FROM THE SALE OF THE NOTES BE USED FOR?
We intend to use the net proceeds from the sale of notes as advances
to our consumer finance subsidiary, Regency Finance Company, to fund its
lending and purchasing activities, and for our general corporate purposes,
including mergers and acquisitions.
2
RISK FACTORS
In addition to the other information contained in or incorporated by
reference into this Prospectus and the accompanying Prospectus Supplement, you
should give careful attention to the following statements respecting certain
risks associated with the notes and with the business of FNB generally.
RISKS SPECIFICALLY RELATED TO THE NOTES
THE NOTES ARE NOT SECURED, INSURED OR GUARANTEED.
The notes are not secured by any of our assets or any other
collateral. Also, the notes are not bank deposits and are not insured or
guaranteed by the FDIC or any other governmental agency. You are therefore
increasing your risk of loss if you buy notes with funds taken from an insured
account held at a bank, savings and loan association or credit union. Also, our
officers, directors and employees will not have any liability for any of our
obligations under the notes.
OUR STATUS AS A HOLDING COMPANY MAKES US DEPENDENT ON DIVIDENDS FROM OUR
SUBSIDIARIES TO MAKE PAYMENTS ON THE NOTES.
We are a holding company and 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, including payment of the principal and
interest on the notes. Our right, and thus the right of the buyers of notes and
our other creditors, to participate in any distribution of earnings or assets
of our subsidiaries is subject to the prior claims of creditors of such
subsidiaries. As of March 31, 2003, the amount of such claims (excluding
deposit liabilities) was $1.1 billion.
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. Holders of the notes will have no rights to force our subsidiaries to
pay dividends so that we can meet our payment obligations under the notes. In
the event of a default on the notes, note holders will be general unsecured
creditors of the company.
YOUR RIGHT TO RECEIVE PAYMENTS ON THE NOTES IS SUBORDINATE TO ALL OF OUR SENIOR
INDEBTEDNESS.
According to the terms of the notes, the payment of the principal and
interest on the notes is subordinate in right of payment to the prior payment
when due of the principal and interest on all of our senior indebtedness. We
had $38.0 million in senior indebtedness outstanding at March 31, 2003.
Although we have no current plans to issue any additional senior indebtedness
during the next twelve months, the notes contain no restriction on our ability
to incur additional senior indebtedness.
Holders of senior indebtedness will be able to prevent payment on the
notes:
- in the event of our bankruptcy, liquidation or
reorganization;
- if there is a payment default under certain senior
indebtedness; and
- if there are certain non-payment defaults under certain
senior indebtedness.
3
YOU WILL FORFEIT INTEREST IF YOU ELECT TO HAVE A TERM NOTE REDEEMED PRIOR TO
ITS MATURITY.
If you redeem a Term Note before its maturity date, you will forfeit
three months of interest earned, or that could have been earned, if you are
redeeming a Term Note with a maturity of 12 months or less; six months of
interest earned, or that could have been earned, if you are redeeming a note
with a maturity of between 15 and 30 months; and nine months of interest
earned, or that could have been earned, if you are redeeming a Term Note with a
maturity in excess of 30 months. We may also require you to give us 30 days'
prior written notice before you redeem a Term Note, although we would only
anticipate requiring such notice if one or more note holders desired to redeem
a substantial amount of notes in a short period and we require time to arrange
financing for the redemptions.
THE INTEREST RATES ON THE DAILY NOTES AND THE SPECIAL DAILY NOTES WILL BE
SUBJECT TO ADJUSTMENT MONTHLY.
We may adjust monthly the interest rate payable on all outstanding
Daily and Special Daily Notes. A supplement to this prospectus contains the
current interest rates payable on each of the notes.
YOUR ABILITY TO SELL OR TRANSFER THE NOTES WILL BE LIMITED.
There is no trading market for the notes and the notes are
non-negotiable. You can transfer or assign the notes only at the offices of our
sales and paying agents, Regency Finance Company or Citizens Financial
Services, Inc., although we will effect transfers by mail for out-of-state
holders and for transfers by operation of law. There are presently 25 of these
offices in Pennsylvania, 17 in Tennessee, 7 in Ohio, and 4 in Florida.
RISKS RELATED TO OWNING FNB SECURITIES GENERALLY
OUR STATUS AS A HOLDING COMPANY MAKES US DEPENDENT ON DIVIDENDS FROM OUR
SUBSIDIARIES TO MEET OUR OBLIGATIONS.
We are a holding company and 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 affected by the monetary and fiscal
policies of the federal government and the regulatory policies of governmental
authorities. A significant component of our earnings is 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
sensitive to interest rate fluctuations.
4
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.
In the financial services industry, commercial/industrial,
construction and commercial real estate loans generally present a greater risk
of non-payment by a borrower than other types of loans. However, we have
experienced the majority of our net charge-offs historically within the
consumer installment loan category.
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. 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 estimated 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.
OUR FINANCIAL CONDITION MAY BE ADVERSELY AFFECTED IF WE ARE UNABLE TO ATTRACT
SUFFICIENT DEPOSITS TO FUND OUR ANTICIPATED LOAN GROWTH.
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 which complement the
services currently provided by 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
5
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.
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 by 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 do we. Competition with such
institutions may cause us to increase our deposit rates or decrease our
interest rate spread on loans we originate.
6
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended. Such forward-looking
statements may be identified by, among other things, accompanying language
including the words "expects," "intends," "anticipates," "estimates" or
analogous expressions, or by qualifying language or assumptions. Such
statements involve known and unknown risks, uncertainties and other important
factors that could cause the actual results or performance to differ materially
from such forward-looking statements. Such risks, uncertainties and other
factors include, among others, general economic and business conditions,
competition, changes in political, social and economic conditions, regulatory
initiatives and compliance with government regulations, customer preference and
various other matters, many of which are beyond our control. These
forward-looking statements speak only as of the date of this Prospectus. We
disclaim any obligation or undertaking to disseminate any updates or revisions
to such forward-looking statements to reflect any change in our expectations
with regard thereto or any change in events, conditions or circumstances on
which any forward-looking statement is based.
7
SUMMARY CONSOLIDATED FINANCIAL DATA
The following table sets forth our summary consolidated financial data
for the periods indicated. This information should be read in conjunction with
our financial statements and notes thereto incorporated by reference in this
Prospectus.
AT OR FOR THE
THREE-MONTH PERIOD
ENDED MARCH 31, AT OR FOR THE YEAR ENDED DECEMBER 31,
------------------------- -------------------------------------------------------------------
2003 2002 2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- ----------- ----------- -----------
(unaudited) (dollars in thousands, except per share data)
SUMMARY OF OPERATIONS:
Interest income .............. $ 104,510 $ 106,043 $ 426,784 $ 450,366 $ 450,710 $ 401,914 $ 389,119
Interest expense ............. 31,373 38,538 145,671 200,300 211,381 168,770 170,657
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net interest income ....... 73,137 67,505 281,113 250,066 239,329 233,144 218,462
Provision for loan losses .... 5,859 4,191 19,094 31,195 17,982 15,776 13,718
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net interest income after
provision for loan losses 67,278 63,314 262,019 218,871 221,347 217,368 204,744
Total non-interest income .... 32,036 27,944 120,873 99,995 79,985 69,814 60,518
Merger expenses .............. 1,014 41,855 42,365 8,037 6,700 6,028 5,831
Other non-interest expense ... 64,524 60,375 247,079 234,810 205,512 193,936 179,105
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total non-interest expense ... 65,538 102,230 289,444 242,847 212,212 199,964 184,936
Income (loss) before taxes ... 33,776 (10,972) 93,448 76,019 89,120 87,218 80,326
Income taxes (benefit) ....... 10,448 (2,089) 30,113 23,034 27,212 26,073 25,551
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) ......... $ 23,328 $ (8,883) $ 63,335 $ 52,985 $ 61,908 $ 61,145 $ 54,775
=========== =========== =========== =========== =========== =========== ===========
PER COMMON SHARE DATA(1)
Net income:
Basic ..................... $ 0.51 $ (0.19) $ 1.37 $ 1.19 $ 1.38 $ 1.35 $ 1.23
Diluted ................... 0.50 (0.19) 1.35 1.17 1.36 1.33 1.20
Cash dividends ............... 0.21 0.18 0.81 0.68 0.62 0.58 0.56
Book value, end of period .... 13.16 11.86 12.96 12.36 10.87 11.13 11.04
SELECTED PERIOD END BALANCES:
Assets ....................... $ 8,078,010 $ 6,731,501 $ 7,090,232 $ 6,488,383 $ 6,126,792 $ 5,892,263 $ 5,407,930
Net loans .................... 5,347,887 4,849,157 5,152,098 4,749,376 4,557,656 4,346,621 3,747,548
Deposits ..................... 6,067,093 5,317,764 5,426,157 5,099,076 4,913,754 4,607,051 4,492,568
Long-term debt ............... 615,369 342,581 450,647 342,424 267,729 268,393 171,110
Capital securities of
subsidiary trust .......... 125,000 -- -- -- -- -- --
Preferred stock .............. 1 1 1 1 1,678 2,075 2,380
Stockholders' equity ......... 608,641 548,639 598,596 572,407 503,422 491,436 486,988
SELECTED PERFORMANCE RATIOS:
Return on average assets ..... 1.33% (0.54%) 0.93% 0.84% 1.03% 1.09% 1.05%
Return on average equity ..... 15.58% (6.22%) 10.97% 9.81% 12.28% 12.50% 11.63%
Total equity/total assets .... 7.53% 8.15% 8.44% 8.82% 8.22% 8.34% 9.01%
Net interest margin (fully
taxable equivalent) ....... 4.70% 4.68% 4.70% 4.44% 4.45% 4.66% 4.64%
Dividend payout .............. 41.18% (94.74)% 59.12% 57.14% 44.93% 42.96% 45.53%
ASSET QUALITY RATIOS:
Non-performing
loans/total loans ......... 0.60% 0.58% 0.54% 0.56% 0.53% 0.50% 0.55%
Allowance for loan
losses/total loans ........ 1.31% 1.35% 1.31% 1.35% 1.24% 1.20% 1.22%
Non-performing
assets/total assets ....... 0.45% 0.50% 0.46% 0.48% 0.52% 0.46% 0.43%
RATIO OF EARNINGS TO FIXED
CHARGES:
Including interest expense
on deposits ............... 2.07% 0.71% 1.64 1.37 1.42 1.51 1.46
Excluding interest expense
on deposits ............... 5.34% (0.49)% 3.92 3.24 3.35 4.16 5.09
---------
(1) Per share amounts have been restated for the stock dividend declared
on April 28, 2003.
8
F.N.B. CORPORATION
GENERAL
F.N.B. Corporation was formed in 1974 and is a financial services
holding company headquartered in Naples, Florida. We provide a broad range of
financial services to our customers through our banking and other financial
services affiliates with offices in Florida, Pennsylvania, Ohio and Tennessee.
Our main office is located at 2150 Goodlette Road North, Naples, Florida,
34102, and our telephone number is 1-800-262-7600. As of March 31, 2003, we had
approximately $8.1 billion in consolidated assets, approximately $6.1 billion
in total deposits and 191 full-service banking offices.
We provide a full range of financial services through our
subsidiaries, principally to consumers and small- to medium-size businesses in
our 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
preserving local advisory boards of directors and by allowing local management
certain autonomy in decision-making, enabling them to respond to customer
requests more quickly and concentrate on transactions within our market areas.
While we have generally sought to preserve decision-making at a local level, we
have established centralized legal, loan review, accounting, investment, audit,
loan operations 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.
Our lending philosophy is to minimize credit losses by following
strict credit approval standards (which include independent analysis of
realizable collateral value), diversifying our loan portfolio by industry and
borrower and conducting ongoing review and management of our loan portfolio. We
are an active residential mortgage lender, and our commercial loans are
generally to established businesses within our market area. We do not have a
significant amount of construction loans and we have no highly leveraged
transaction loans.
No material portion of our deposits 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. The majority of the deposits held by each of our bank subsidiaries
have been generated within the respective subsidiary's market area. At March
31, 2003, we did not have any brokered deposits.
In addition to community banking, we offer a full range of asset
management, investment services, mutual funds, annuities and a complete line of
insurance products.
As of March 31, 2003, we and our subsidiaries had 2,744 full-time
employees and 582 part-time employees.
9
Following is information as of March 31, 2003 for our principal
subsidiaries, including the year established and location of principal office
for each.
TOTAL TOTAL NUMBER OF
ASSETS DEPOSITS OFFICES
---------- ---------- ---------
(dollars in thousands)
COMMUNITY BANK SUBSIDIARIES:
First National Bank of Pennsylvania (Est. 1864)
Hermitage, Pennsylvania .......................... $4,264,385 $3,328,916 130
First National Bank of Florida (Est. 1988)
Naples, Florida .................................. 2,839,792 2,282,147 43
Southern Exchange Bank (Est. 1923)
Tampa, Florida ................................... 795,599 481,501 18
---------- ---------- ---
$7,899,776 $6,092,564 191
========== ========== ===
CONSUMER FINANCE SUBSIDIARY:
Regency Finance Company (Est. 1927)
Hermitage, Pennsylvania........................... $ 145,552 47
========== ===
INSURANCE AGENCY SUBSIDIARY:
Roger Bouchard Insurance, Inc. (Est. 1948)
Clearwater, Florida............................... $ 34,895 15
========== ===
TRUST SUBSIDIARY:
First National Trust Company (Est. 1934)
Naples, Florida................................... $ 5,449 14
========== ===
We have four other subsidiaries, Penn-Ohio Life Insurance Company
("Penn-Ohio"), First National Corporation ("FNC"), First National Management
Corporation ("FNMC"), and F.N.B. Building Corporation ("F.N.B. Building").
Also, our community bank subsidiaries and our consumer finance subsidiary own
Customer Service Center of F.N.B., L.L.C. (Customer Service). Penn-Ohio
underwrites, as a reinsurer, credit life and accident and health insurance sold
by our subsidiaries. FNC and FNMC hold equity securities and other assets for
us. F.N.B. Building owns real estate that is leased to our subsidiaries, and
Customer Service provides data processing and other services to our
subsidiaries.
At March 31, 2003, our only significant off-balance sheet arrangements
were commitments to extend credit and standby letters of credit which involve
certain elements of credit risk in excess of the amount stated in our
consolidated balance sheet. At March 31, 2003, our subsidiaries had an
aggregate of $1.0 billion and $78.7 million of unfunded commitments and standby
letters of credit, respectively.
OPERATIONS OF THE BANK SUBSIDIARIES
Our bank subsidiaries offer services traditionally offered by
full-service commercial banks, including commercial and individual demand and
time deposit accounts, and commercial, mortgage and individual installment
loans. In addition to traditional banking products, our bank subsidiaries also
offer various alternative investment products including mutual funds and
annuities.
In addition, First National Trust Company provides a broad range of
personal and corporate fiduciary services, including the administration of
decedent and trust estates. As of March 31, 2003, the market value of
corporate-wide trust assets under management totaled approximately $1.8
billion.
OPERATIONS OF THE CONSUMER FINANCE SUBSIDIARY
Our consumer finance subsidiary, Regency Finance Company, is involved
principally in making personal installment loans to individuals and purchasing
installment sales finance contracts from retail merchants.
10
OPERATIONS OF THE INSURANCE AGENCY
Roger Bouchard Insurance is a full-service agency that offers all
lines of commercial and personal insurance through major carriers.
OTHER INFORMATION
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.
For further information, please refer to the documents referenced
under the caption "Information Incorporated by Reference." If you would like a
copy of any of these documents you may contact us at our website, address or
telephone number indicated under that caption or via the SEC's website at
www.sec.gov.
11
DESCRIPTION OF THE NOTES
GENERAL
We will issue the notes under an Indenture, dated as of May 15, 1992,
as supplemented by the First Supplemental Indenture dated as of January 1,
1994, (the "Indenture"), between us and J.P. Morgan Trust Company, National
Association, successor to Northern Central Bank, as trustee (the "Trustee").
The notes are subordinated, unsecured obligations. The material terms,
provisions and covenants contained in the notes and the Indenture are described
below.
The notes will be subordinate in right of payment to our senior
indebtedness, as described below under "Subordination." The Indenture does not
limit our incurrence of senior indebtedness or any other debt, secured or
unsecured, nor does it contain any terms which would afford protection to
holders of the notes issued thereunder in the event we undergo a
recapitalization, change in control, highly leveraged transaction or
restructuring.
Because we are a holding company, our rights and the rights of our
creditors, including the holders of the notes, to participate in the
distribution of the assets of any of our subsidiaries upon liquidation,
dissolution or reorganization of a subsidiary will be subject to the prior
claims of our subsidiaries' creditors (including depositors in bank
subsidiaries), except to the extent that we may ourselves be a creditor with
recognized claims against the subsidiary.
The following information describes the material terms and conditions
of the notes. The terms of the notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended as in effect on the date of the Indenture. The notes are
subject to all such terms, and we refer you to the Indenture and the Trust
Indenture Act for a statement of them.
TERM NOTES
We are offering Term Notes with maturities of 3, 6, 9, 12, 15, 18, 21,
24, 27, 30, 36, 48, 60, 84 and 120 months. We will determine the rate of
interest payable on such Term Notes, which will vary from time to time. The
minimum principal amount for which Term Notes are offered is $500, and we may
from time to time offer Term Notes with higher interest rates if higher minimum
purchase amounts are met. The rate of interest at the time of purchase will be
the rate payable throughout the original term of a Term Note.
Interest on the Term Notes will accrue daily. You may elect to have
the interest on a 3 or 6 month Term Note paid monthly by check mailed to you or
at maturity. You may elect to have the interest on any other Term Note paid
monthly or quarterly by check mailed to you or compounded quarterly at the rate
of the Term Note.
Automatic Renewal of Term Notes
Unless you notify us in writing prior to a Term Note's maturity that
you elect to have the Term Note redeemed at its maturity, the Term Note will
automatically be renewed for an additional term, equal in duration to its
original term, at the rate of interest then in effect for Term Notes of
comparable maturity. All of the other terms and conditions applicable to a Term
Note when issued will also apply during each renewal term. As a result of this
automatic renewal feature, each Term Note is in effect a perpetual security
that will remain outstanding until either you elect to have the Note redeemed
or we elect to redeem it. See "- Redemption of Term Notes at Option of Holder"
immediately below and "General Provisions Applicable to All Notes - Optional
Redemption by Us" on page 14.
12
Redemption of Term Notes at Option of Holder
You may at any time elect to have us redeem a Term Note, in whole or
in part, provided that a partial redemption may not reduce the principal amount
of the Term Note below $500 and that you will be subject to forfeiting some of
the interest paid or payable on the Term Note if you redeem a Term Note prior
to its maturity, as follows:
- if you elect to have a Term Note with a maturity of 12 months
or less redeemed prior to maturity, you will forfeit three
months of interest earned, or that could have been earned, on
the amount redeemed;
- if you elect to have a Term Note with a maturity of between
15 and 30 months redeemed prior to maturity, you will forfeit
six months of interest earned, or that could have been
earned, on the amount redeemed; and
- if you elect to have a Term Note with a maturity of in excess
of 30 months redeemed prior to maturity, you will forfeit
nine months of interest earned, or that could have been
earned, on the amount redeemed.
These forfeiture provisions will apply regardless of the length of
time that you have owned the Term Note prior to electing to have it redeemed.
If necessary, we will deduct interest already paid to you from the amount
redeemed.
Term Notes may be redeemed before maturity without forfeiture of
interest upon the death of the holder or if the holder is determined to be
legally incompetent, as determined by a court with appropriate jurisdiction. We
may require you to give us no less than 30 days' prior written notice, by first
class mail, of an election to redeem a Term Note prior to its maturity. You
must specify in the notice the principal amount of the Term Note to be redeemed
and the redemption date.
DAILY NOTES
We will issue Daily Notes in the minimum original principal amount of
$50. You may increase or decrease the principal amount of a Daily Note by
making additional purchases or partial redemptions. Each partial redemption
must be in the minimum amount of $50 and may not reduce the principal amount of
the Daily Note below $50. At your request, we will record on the Daily Note any
adjustments to the principal amount effected through additional purchases or
partial redemptions.
If you redeem a Daily Note in full, you must surrender the Daily Note
to us and we will then pay you the outstanding principal amount thereof,
together with any accrued but unpaid interest. We may require you to give us at
least 30 days' prior written notice, by first class mail, of your election to
have the Daily Note redeemed. You must specify in the notice the principal
amount of the Daily Note to be redeemed and the redemption date.
We will determine the interest rate payable on the Daily Notes. The
interest rate may increase or decrease on a monthly basis. We will make each
adjustment, if any, to the interest rate on the first day of the month. The
interest rate, once adjusted, will be effective on the first day of each month
and will remain in effect until next adjusted by us. Interest will be accrued
daily and compounded quarterly.
13
SPECIAL DAILY NOTES
The Special Daily Notes have terms substantially identical to the
terms of the Daily Notes, with the following exceptions:
- we may from time to time establish minimum investments that
may be made in the Special Daily Notes;
- at the time of sale of a Special Daily Note, we may establish
a minimum principal amount with respect to which a holder may
elect to have the Special Daily Note redeemed; and
- the interest rate payable on Special Daily Notes will
generally exceed the interest rate payable on Daily Notes.
GENERAL PROVISIONS APPLICABLE TO ALL NOTES
Optional Redemption by Us
We have the right, at our option, to redeem, in full or partially, any
or all series of notes at any time. Under the Indenture, the Daily Notes and
the Special Daily Notes each constitute a separate series, and each maturity of
Term Notes also constitutes a series. Any partial redemption will be made
ratably on all outstanding notes of the particular series being partially
redeemed. Interest on the notes will continue to accrue until the date of
redemption and no premium will be paid in connection with a redemption. We will
give you at least 30 days' prior written notice by first class mail of each
redemption, specifying, among other things, the principal amount of the note to
be redeemed and the redemption date. Once we notify you of a redemption, the
principal amount of the note specified in such notice, together with accrued
and unpaid interest to the redemption date, will become due and payable on the
redemption date.
Subordination
The indebtedness evidenced by the notes is subordinate to the prior
payment when due of the principal of and interest on all senior indebtedness,
which consists of our indebtedness outstanding at any time other than
indebtedness to a subsidiary for money borrowed or advanced from such
subsidiary and indebtedness which by its terms is not superior in right of
payment to the notes. As of March 31, 2003, we had $38.0 million of senior
indebtedness outstanding.
Upon maturity of any senior indebtedness, we must make payment in full
on such senior indebtedness before we can make any payment on the notes. We may
not make any payment on the notes while we are in default on the payment of any
senior indebtedness, or while any other event of default exists with respect to
senior indebtedness pursuant to which the holders thereof have accelerated the
maturity thereof. If our assets are distributed in any dissolution, winding up,
liquidation or reorganization, payment of the principal of and interest on the
notes will be subordinated, to the extent and in the manner set forth in the
Indenture, to the prior payment in full of all senior indebtedness. The
Indenture does not limit our ability to increase the amount of senior
indebtedness or to incur any additional indebtedness in the future that may
affect our ability to make payments under the notes. Except as described above,
our obligation to make payment of principal or interest on the notes will not
be affected. The holders of the notes will be subrogated to the rights of the
holders of the senior indebtedness to the extent of payments made on senior
indebtedness out of the distributive share of the notes. By reason of such
subordination, in the event of a distribution of assets upon insolvency,
certain general creditors of ours may recover more, ratably, than holders of
the notes.
14
Defaults and Remedies
The term "Events of Default" when used in the Indenture means any one
of the following:
- our failure to pay interest that continues for 30 days, or
failure to pay principal of (or premium, if any, on) any of
the notes when due (whether or not prohibited by the
subordination provisions);
- our failure to perform any other covenant or breach of any
warranty that continues for 60 days after we receive written
notice of such failure or breach;
- the default under any instrument governing indebtedness of us
or any subsidiary for money borrowed or guaranteed that
constitutes a failure to pay principal in an aggregate
principal amount exceeding $1,000,000 or that has resulted in
an aggregate principal amount of at least $1,000,000 becoming
or being declared due prior to its stated maturity, and which
default is not cured within 30 days after we receive written
notice thereof; and
- certain events of bankruptcy, insolvency or reorganization
involving us or certain of our subsidiaries.
The Indenture provides that the Trustee shall, within 90 days after
the occurrence of a default, mail to note holders notice of all uncured
defaults known to it (the term "default" for this purpose only means the
happening of any Event of Default specified above, excluding grace periods).
Except in the case of default in the payment of principal of or interest on any
of the notes, the Trustee will be protected in withholding notice of default if
it in good faith determines that the withholding of such notice is in the
interest of the holders.
If an Event of Default occurs and is continuing, the Trustee or the
holders of not less than 25% in aggregate principal amount of any series of the
notes then outstanding, by notice in writing to us (and to the Trustee if given
by the holders), may declare the principal of and all accrued interest on all
the notes of such series to be due and payable immediately. The holders of a
majority in principal amount of such series of notes may rescind such
declaration if (1) we have paid or deposited with the Trustee a sum sufficient
to pay all overdue interest on such series of notes and principal of (and
premium, if any, on) any notes which have become due otherwise than by such
declaration of acceleration and (2) all existing Events of Default have been
cured or waived.
Defaults (except, unless cured, a default in payment of principal of
or interest on the notes or a default with respect to a provision which cannot
be modified under the terms of the Indenture without the consent of each holder
affected) may be waived by the holders of a majority in principal amount of a
series of notes (with respect to such series) upon the conditions provided in
the Indenture.
The Indenture requires us to file periodic reports with the Trustee as
to the absence of defaults.
Our directors, officers, employees and shareholders, as such, will not
have any liability for any of our obligations under the notes or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each holder, by accepting a note, waives and releases all such
liability. The waiver and release are part of the consideration for the issue
of the notes.
15
Consolidation, Merger, Conveyance, Transfer or Lease
We may not consolidate with, merge into, or transfer or lease
substantially all of our assets to, any other corporation unless the successor
corporation assumes all of our obligations under the Indenture and the notes
and certain other conditions are met. Thereafter all of our such obligations
will terminate and the successor corporation formed by such consolidation or
into which we are merged or to which such transfer or lease is made will
succeed to all of our rights, powers and obligations under the Indenture.
The Indenture prohibits the issuance, sale, assignment, transfer or
other disposition of shares of, or securities convertible into, or options,
warrants or rights to subscribe for or purchase shares of, a subsidiary, or any
successors, or mergers or consolidations involving a subsidiary, or sales or
transfers of assets substantially as an entirety by any subsidiary. We may,
with respect to any subsidiary that is not a Principal Member Bank (as defined
in the Indenture), (1) dispose of any shares of stock or (2) issue shares of
stock or permit a merger, consolidation or sale or lease of assets if the
consideration received at least equals the fair value of the shares or assets
transferred and either our pro rata interest in the subsidiary is maintained or
we own no shares of the subsidiary immediately after the transaction. The
Indenture does not prohibit such dispositions if made in compliance with any
order of the court or regulatory authority or made as a condition imposed by a
court or authority to the acquisition by us of any entity, or if the proceeds
are, within 270 days, or such longer period of time as may be necessary to
obtain requisite regulatory approvals, to be invested in a subsidiary
(including any entity which upon such investment becomes a subsidiary) engaged
in a business legally permissible for bank holding companies.
Service Charges
We will charge a fee of $20.00 per hour to research prior transactions
relating to the notes, and a fee of $0.20 per page for any copies of documents
we furnish in response to a note holder's request.
Modification of the Indenture
We and the Trustee may supplement or amend the Indenture under certain
specified circumstances, without the consent of any holder, including to cure
any ambiguity, to correct or supplement any other provision thereof, to
evidence the succession of a successor to us or the Trustee, to add to the our
covenants for the benefit of the holders or additional Events of Default, to
secure the notes, or to add any other provisions with respect to matters or
questions arising thereunder which the we and the Trustee deem necessary or
desirable and which do not adversely affect the interests of the holders.
Otherwise, our rights and obligations and the rights of the holders may be
modified by us and the Trustee only with the consent of the holders of a
majority in principal amount of each series of notes then outstanding.
Consumer Finance Subsidiary as Our Selling Agent and Paying Agent
Regency Finance Company, and its subsidiary, Citizens Financial
Services, Inc., will act as our selling agents and paying agents. All payments
for notes will be made to Regency or Citizens, as our agent, and Regency or
Citizens will make all principal and certain interest payments to note holders,
as our agent.
16
Notes Non-Negotiable
The notes are non-negotiable and no rights of ownership may be
transferred by mere endorsement and delivery of a note to a purchaser. All
transfers and assignments of notes may be made only at the offices of Regency
or Citizens upon presentation of the note and recordation of such transfer or
assignment in our books.
Orders Subject to Acceptance
We may reject any order, in whole or in part, for any reason. We
anticipate that we would only reject an order if the order was for a large
amount of notes relative to our funding requirements. Your order will be
irrevocable upon receipt by us. In the event that your order is not accepted,
we will promptly refund your funds, without deduction of any costs and without
interest. We expect that orders will be refunded within 48 hours after receipt.
Once we accept your order, we will promptly deposit the funds into our account.
Satisfaction and Discharge of Indenture
The Indenture will be discharged and cancelled upon payment of all
securities issued under the Indenture, including the notes, or upon deposit
with the Trustee, within not more than one year prior to the maturity of all
the outstanding securities issued under the Indenture, of funds sufficient for
such payment or redemption.
The Trustee
The Trustee is J.P. Morgan Trust Company, National Association,
successor to Northern Central Bank. Notices to the Trustee should be directed
to One Oxford Centre, 301 Grant Street, Suite 1100, Pittsburgh, Pennsylvania
15219.
The holders of a majority in principal amount of all outstanding
series of notes have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee,
provided that such direction would not conflict with any rule of law or with
the Indenture, would not be prejudicial to the rights of another holder and
would not subject the Trustee to personal liability. The Indenture provides
that in case an Event of Default should occur and be known to the Trustee (and
not be cured), the Trustee will be required to use the degree of care of a
prudent man in the conduct of his own affairs in the exercise of its power.
Subject to such provisions, the Trustee will be under no obligation to exercise
any of its rights or powers under the Indenture at the request of any of the
holders unless they shall have offered to the Trustee security and indemnity
satisfactory to it.
Federal Income Tax Considerations
A holder of notes may be subject to "backup withholding" under certain
circumstances. Backup withholding applies to a holder who is a United States
person if the holder, among other things,
(1) fails to furnish his social security number or other taxpayer
identification number ("TIN") to the payer responsible for backup
withholding (for example, the holder's securities broker),
(2) furnishes such payer an incorrect TIN,
(3) fails to provide such payer with a certified statement, signed under
penalties of perjury, that the TIN provided to the payer is correct
and that the holder is not subject to backup withholding, or
17
(4) fails to report properly interest and dividends on his tax return.
Backup withholding, however, generally does not apply to payments made
to certain exempt recipients, such as corporations and tax-exempt
organizations. The backup withholding rate is 30% of "reportable
payments," which generally will include interest on notes.
Under present law all interest earned on the notes will be taxable for
federal income tax purposes. Even though interest on certain series of notes
may be accrued during a calendar year but not paid until a future year, the
accrued interest may be taxable for federal income tax purposes during the
calendar year of accrual.
Holders of notes should consult their own tax advisors about the
federal, state, local and foreign tax consequences of acquiring, owning and
disposing of notes.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of notes as advances
to our consumer finance subsidiary, Regency Finance Company, to fund its
lending and purchasing activities, and for our general corporate purposes,
including mergers and acquisitions.
PLAN OF DISTRIBUTION
We will offer the notes through officers and employees of Regency
Finance Company, our consumer finance subsidiary, and its wholly owned
subsidiary, Citizens Financial Services, Inc. These officers and employees will
not receive any commissions or direct or indirect compensation in connection
with the sale of the notes.
We will market the notes through the use of newspaper advertisements
and signs in the Regency offices and through the provision of copies of this
Prospectus to customers who inquire about purchasing the notes. We will not
market the notes through any mass mailings, telephone calls or other personal
solicitation.
LEGAL MATTERS
Charles C. Casalnova, corporate counsel to F.N.B. Corporation, has
rendered an opinion regarding the validity of the notes covered by this
Prospectus.
EXPERTS
The consolidated financial statements of F.N.B Corporation at December
31, 2002 and 2001, and for each of the three years in the period ended December
31, 2002, incorporated by reference in F.N.B. Corporation's Annual Report on
Form 10-K for the year ended December 31, 2002, as amended, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their reports
thereon incorporated by reference herein which, as to the year 2000 is based in
part on the reports of PricewaterhouseCoopers LLP, independent auditors.
PricewaterhouseCoopers LLP audited portions constituting 32% of net interest
income in 2000. The financial statements referred to above are included in
reliance upon such reports given on the authority of such firms as experts in
accounting and auditing.
18
The audited financial statements of Promistar Financial Corporation,
not separately presented in this Prospectus, have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report thereon is
incorporated herein by reference to our Annual Report on Form 10-K for the year
ended December 31, 2002, as amended. Such financial statements, to the extent
they have been included in our financial statements, have been so incorporated
in reliance on the report of such independent accountants given on the
authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any report, statement or
other information we have filed with the SEC at the SEC's public reference
rooms in Washington, D.C., New York, New York, or Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. Our SEC filings are also available to the public from commercial
document retrieval services, at the website maintained by the SEC at
www.sec.gov and at our website at www.fnbcorporation.com.
We have filed a Registration Statement on Form S-3 to register with
the SEC the notes offered under this Prospectus. This Prospectus is part of
that Registration Statement. As allowed by SEC rules, this Prospectus does not
contain all the information you can find in the Registration Statement or the
exhibits to the Registration Statement.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" certain information in
this Prospectus, which means that we can disclose important information to you
by referring you to another document that we have filed with the SEC. The
information incorporated by reference is deemed to be part of this Prospectus,
except for any information superseded by information in the Prospectus or a
Prospectus Supplement. This Prospectus incorporates by reference the following
documents:
- our Annual Report on Form 10-K for the year ended December
31, 2002, as amended (including Exhibit 13, our 2002 Annual
Report to Shareholders, which contains our audited 2002
financial statements);
- our Quarterly Report on Form 10-Q for the quarter ended March
31, 2003;
- our Reports on Form 8-K filed January 17, 2003, February 4,
2003, March 4, 2003, April 1, 2003 and April 15, 2003; and
- the description of our common stock contained in the
pre-effective amendment to our Form S-4 filed September 7,
2001.
We further incorporate by reference all additional documents that we
file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act between the date of this Prospectus and the date the
offering of the notes is terminated. These documents contain important
information about us.
Upon request we will provide, without charge, a copy of any or all of
the documents incorporated by reference in this Prospectus (other than exhibits
to the documents, unless the exhibits are specifically incorporated by
reference). Your requests for copies should be directed to F.N.B. Shareholder
Services, P.O. Box 413043, Naples, FL 34101-3043, Telephone: 800-490-3951.
These documents are also available at our website at www.fnbcorporation.com.
19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following expenses will be incurred in connection with the
issuance and distribution of the securities being registered:
Securities and Exchange Commission Fee* ..... $ 8,895*
Printing expenses ........................... 12,000
Legal fees and expenses ..................... 10,000
Accounting fees and expenses ................ 7,500
Trustee fees ................................ 2,500
Miscellaneous expenses ...................... 5,000
-------
Total .................................. $45,895
=======
*Exact; all other fees and expenses are estimates.
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.
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 as part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Specimen of the Registrant's Subordinated Term Notes Series 2003 due 3, 6, 9, 12, 15, 18, 21, 24, 27, 30,
36, 48, 60, 84 and 120 Months
4.2 Specimen of the Registrant's Subordinated Daily Notes, incorporated by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-3, File No. 333-74737
*4.3 Specimen of the Registrant's Special Subordinated Daily Notes Series 2003
4.4 Form of Indenture authorizing the Registrant's Securities issued pursuant to this Registration Statement to
be qualified under the Trust Indenture Act, incorporated by reference to Exhibit 4.7 of the Registrant's
Registration Statement on Form S-2, File No. 33-45888
4.5 First Supplemental Indenture dated as of January 1, 1994 between the Registrant and the Trustee,
incorporated by reference to Exhibit 4.4 of the Registrant's Registration Statement on Form S-3, File No.
33-61367
*4.6 Form of Amended and Restated Officers' Certificate setting forth the terms of the Registrant's Daily Notes
4.7 Form of Second Officers' Certificate, dated March 18, 2003, setting forth the terms of the Registrant's Term
Notes Series 2003 and Special Daily Notes Series 2003
4.8 Form of Acceptance of Offer, incorporated by reference to Exhibit 4.7 of the Registrant's Registration
Statement on Form S-3, File No. 333-38370
5.1 Opinion of Charles C. Casalnova, F.N.B. Corporation Corporate Counsel re: legality
12.1 Statement re: computation of ratios
23.1 Consent of Charles C. Casalnova, F.N.B. Corporation Corporate Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of PricewaterhouseCoopers LLP
*25.1 Statement of Eligibility of Trustee
---------------
* Previously filed.
ITEM 17. UNDERTAKINGS
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) 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.
provided, however, that subparagraphs (i) and (ii) above
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purposes 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.
(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.
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.
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 foregoing provisions, 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 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.
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 the requirements for filing on Form S-3 and duly caused this Amendment to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Naples, State of Florida, on May 28, 2003.
F.N.B. CORPORATION
By: /s/ Gary L. Tice
----------------------------------------
Gary L. Tice, Chief Executive Officer
(principal executive officer)
By: /s/ Thomas E. Fahey
----------------------------------------
Thomas E. Fahey, Chief Financial Officer
(principal financial officer)
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
* Chairman of the Board May 28, 2003
---------------------------------
Peter Mortensen
/s/ Gary L. Tice President, Chief Executive May 28, 2003
---------------------------------
Gary L. Tice Officer and Director
* Vice Chairman May 28, 2003
---------------------------------
Stephen J. Gurgovits
* Director May 28, 2003
---------------------------------
G. Scott Baton, II
* Director May 28, 2003
---------------------------------
Alan C. Bomstein
* Director May 28, 2003
---------------------------------
William B. Campbell
* Director May 28, 2003
---------------------------------
Charles T. Cricks
* Director May 28, 2003
---------------------------------
Henry M. Ekker
* Director May 28, 2003
---------------------------------
James S. Lindsay
* Director May 28, 2003
---------------------------------
Edward J. Mace
* Director May 28, 2003
---------------------------------
Harry F. Radcliffe
Director
---------------------------------
David A. Straz, Jr.
* Director May 28, 2003
---------------------------------
William J. Strimbu
* Director May 28, 2003
---------------------------------
Earl K. Wahl, Jr.
* Director May 28, 2003
---------------------------------
Archie O. Wallace
* Director May 28, 2003
---------------------------------
Robert B. Wiley
*By: /s/ Thomas E. Fahey
-----------------------------
Attorney in Fact
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Specimen of the Registrant's Subordinated Term Notes Series 2003 due 3, 6, 9, 12, 15, 18, 21, 24, 27, 30,
36, 48, 60, 84 and 120 Months
4.2 Specimen of the Registrant's Subordinated Daily Notes, incorporated by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-3, File No. 333-74737
*4.3 Specimen of the Registrant's Special Subordinated Daily Notes Series 2003
4.4 Form of Indenture authorizing the Registrant's Securities issued pursuant to this Registration Statement to
be qualified under the Trust Indenture Act, incorporated by reference to Exhibit 4.7 of the Registrant's
Registration Statement on Form S-2, File No. 33-45888
4.5 First Supplemental Indenture dated as of January 1, 1994 between the Registrant and the Trustee,
incorporated by reference to Exhibit 4.4 of the Registrant's Registration Statement on Form S-3, File No.
33-61367
*4.6 Form of Amended and Restated Officers' Certificate setting forth the terms of the Registrant's Daily Notes
4.7 Form of Second Officers' Certificate, dated March 18, 2003, setting forth the terms of the Registrant's Term
Notes Series 2003 and Special Daily Notes Series 2003
4.8 Form of Acceptance of Offer, incorporated by reference to Exhibit 4.7 of the Registrant's Registration
Statement on Form S-3, File No. 333-38370
5.1 Opinion of Charles C. Casalnova, F.N.B. Corporation Corporate Counsel re: legality
12.1 Statement re: computation of ratios
23.1 Consent of Charles C. Casalnova, F.N.B. Corporation Corporate Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of PricewaterhouseCoopers LLP
*25.1 Statement of Eligibility of Trustee
---------------
* Previously filed.