As filed with the Securities and Exchange Commission on September 16, 2004
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
Florida 25-1255406
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
(724) 981-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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James G. Orie
Chief Legal Officer
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
(724) 981-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Scott E. Westwood
Michael J. Kuder
McGuireWoods LLP
Dominion Tower, 23rd Floor
625 Liberty Avenue, Suite 2300
Pittsburgh, Pennsylvania 15222
Approximate date of commencement of proposed sale to the public: From time
to time as the selling shareholders may decide.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price aggregate offering Amount of
registered(1) registered per share(2) price(2) registration fee
---------------------- ------------ ---------------- ------------------ ----------------
Common Stock............ 306,872 $ 22.65 $ 6,950,650 $ 881
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(1) Pursuant to Rule 416 under the Securities Act of 1933, the number of
shares of common stock registered hereby is subject to adjustment to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of determining the amount of the
registration fee, based upon the average of the high and low reported
prices of the common stock on the New York Stock Exchange as of September
13, 2004 in accordance with Rule 457(c) under the Securities Act of 1933.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
SUBJECT TO COMPLETION. DATED SEPTEMBER 16, 2004
PROSPECTUS
[LOGO OF F.N.B. CORPORATION]
F.N.B. CORPORATION
306,872 COMMON SHARES
($.01 par value)
This prospectus relates to the offer and sale, from time to time, of up to
306,872 shares of our common stock by the selling shareholders identified on
page 9 of this prospectus. We have agreed with these selling shareholders to
register the shares at this time to facilitate their resale in the future. We
are registering all of our common shares offered by this prospectus on behalf of
the selling shareholders. As used in this prospectus, unless the context
otherwise requires, "selling shareholders" includes donees, pledges, transferees
or other successors-in-interest selling common shares received after the date of
this prospectus from a selling shareholder as a gift, pledge, partnership
distribution or other non-sale related transfer. The common shares are being
offered on a continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended.
The common shares offered by this prospectus were initially issued by
F.N.B. Corporation "FNB" in connection with the acquisition by our subsidiary,
First National Insurance Agency, Inc., of nearly all of the assets of Morrell,
Butz & Junker, Inc. and MBJ Benefits, Inc. under an asset purchase agreement
that closed on July 30, 2004. The selling shareholders have advised us that they
will sell the shares from time to time in the open market, on the New York Stock
Exchange, in privately negotiated transactions or a combination of these
methods, at market prices prevailing at the time of sale, at prices related to
the prevailing market prices, at negotiated prices, or otherwise as described
under "Plan of Distribution" beginning on page 12 of this prospectus. We will
pay all expenses of registration incurred in connection with this offering, but
the selling shareholders will pay all of their selling commissions, brokerage
fees and related expenses. We will not receive any of the proceeds from the sale
of these shares by the selling shareholders.
Our common stock is traded on the New York Stock Exchange under the symbol
"FNB". On September 13, 2004, the closing price of the common stock was $22.45
per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. YOU SHOULD CAREFULLY
CONSIDER THE RISK FACTORS BEGINNING ON PAGE 3 PRIOR TO INVESTING IN OUR COMMON
STOCK.
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 SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
September 16, 2004.
TABLE OF CONTENTS
PAGE
----
Prospectus Summary................................... 1
RISK FACTORS......................................... 3
FORWARD-LOOKING STATEMENTS........................... 7
Use of Proceeds...................................... 8
Selling Shareholders................................. 8
Description of Capital Stock......................... 10
Plan of Distribution................................. 12
Where You Can Find Additional Information............ 15
Legal Matters ....................................... 16
Experts.............................................. 16
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR
AFFAIRS SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
Unless the context requires otherwise, the terms "FNB," "we," "our" and
"us" refer to F.N.B. Corporation, a Florida corporation, and its subsidiaries.
PROSPECTUS SUMMARY
The following summary highlights information we present more fully
elsewhere in this prospectus. This prospectus contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in the forward-looking statements as a result
of factors described under the heading "Risk Factors" and elsewhere in this
prospectus. You should read the entire prospectus and the documents incorporated
by reference into this prospectus, including the risk factors, financial data
and related notes, before making an investment decision.
F.N.B. CORPORATION
We are a $4.8 billion financial services holding company headquartered in
Hermitage, Pennsylvania. We provide a broad range of financial services to our
customers through our subsidiaries, which include First National Bank of
Pennsylvania, First National Trust Company, First National Investment Services
Company, F.N.B. Investment Advisors, Inc., First National Insurance Agency,
Inc., and Regency Finance Company.
On July 30, 2004 one of our subsidiaries, First National Insurance Agency,
Inc. purchased nearly all of the assets of Morrell, Butz & Junker, Inc. and MBJ
Benefits, Inc. a full-service insurance agency based in Pittsburgh, Pennsylvania
that offers property and casualty, life, and health insurance, and group
benefits coverage to both commercial and individual clients. As a result of the
acquisition of Morrell, Butz & Junker, Inc. and MBJ Benefits, Inc, we doubled
the size of our insurance subsidiary.
The shares of our common stock being registered pursuant to this
prospectus were the consideration issued in that transaction and were valued at
market price. As part of that transaction we agreed to file a registration
statement with the SEC to register for resale the common shares we issued.
Subsequent to the acquisition of the assets, Morrell, Butz & Junker, Inc. and
MBJ Benefits, Inc. distributed the shares of F.N.B. Corporation common stock,
par value $.01, the "FNB Common Stock", to their respective shareholders, the
"selling shareholders". As used in this prospectus, unless the context otherwise
requires, "selling shareholders" includes donees, pledgees, transferees or other
successors-in-interest selling common shares received after the date of this
prospectus from a selling shareholder as a gift, pledge, partnership
distribution or other non-sale related transfer.
First National Bank of Pennsylvania has 123 banking offices in Western
Pennsylvania and Eastern Ohio. First National Bank of Pennsylvania offers the
services traditionally offered by full-service commercial banks, including
commercial and individual demand and time deposit accounts and commercial,
mortgage and individual installment loans.
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 the market we serve.
As of June 30, 2004, FNB and its subsidiaries had total assets, total
liabilities and total stockholders' equity of approximately $4.77 billion, $4.54
billion and $233 million, respectively, on a consolidated basis.
The lending philosophy of First National Bank of Pennsylvania is to
minimize credit losses by following uniform credit approval standards,
diversifying our loan portfolio, maintaining a relatively modest average loan
size and conducting ongoing review and management of the loan portfolio. First
National Bank of Pennsylvania is an active residential mortgage lender and makes
commercial loans primarily to established businesses. No material portion of the
deposits of First National Bank of
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Pennsylvania has been obtained from a single or small group of customers, and
the loss of any customer's deposits or a small group of customer's deposits
would not have a material adverse effect on our business.
Regency Finance, our consumer finance subsidiary, has 23 offices in
Pennsylvania, 16 offices in Ohio and 16 offices in Tennessee and principally
makes personal installment loans to individuals and purchases installment sales
finance contracts from retail merchants.
First National Trust Company, a registered investment advisor, provides a
broad range of personal and corporate fiduciary services, including the
administration of decedent and trust estates, and has approximately $1.3 billion
of assets under management.
First National Insurance Agency, Inc., our insurance agency subsidiary, is
a full-service insurance agency which offers commercial and personal insurance
products of major insurance companies.
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. As a
general rule, we publicly announce such material acquisitions when a definitive
agreement has been reached.
FNB was incorporated in 1974 in the State of Pennsylvania. Our principal
offices are located at One F.N.B. Boulevard, Hermitage, Pennsylvania 16148, and
our telephone number is (724) 981-6000.
THE OFFERING
Common stock offered by the selling shareholders..... 306,872 shares
Common stock to be outstanding after the offering.... 46,655,484 shares(1)
Use of proceeds...................................... We will not receive any proceeds from
the sale of the shares of common stock
offered by this prospectus.
New York Stock Exchange Symbol....................... FNB
(1) The number of shares of our common stock that are to be outstanding after
this offering is based on the number of shares outstanding on August 31,
2004.
RECENT DEVELOPMENTS
On July 26, 2004, we entered into a definitive purchase agreement with Morrell,
Butz & Junker, Inc., MBJ Benefits, Inc. and their shareholders to acquire the
assets of Morrell, Butz & Junker, Inc. and MBJ Benefits, Inc. On July 30, 2004,
we closed the definitive agreement and the assets became a part of our
subsidiary, First National Insurance Agency, Inc.
2
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should
carefully consider the following risk factors and all other information
contained in this prospectus, including information incorporated herein by
reference, before investing in our common stock. The trading price of our common
stock could decline due to any of these risks, and you may lose all or part of
your investment.
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 dividends from 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 may pay to us without prior regulatory
approval. Also, bank regulators have the authority to prohibit our subsidiary
banks from paying dividends if they determine 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 the income from interest-earning assets, such as
loans, and the expense of interest-bearing liabilities, such as deposits. A
change in market interest rates could 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 tend to be 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. In addition, consumer loans typically have shorter terms and lower
balances with higher yields as compared to real estate mortgage loans, but
generally carry higher risks of default. Consumer loan collections are dependent
on the borrower's continuing financial stability, and thus are more likely to be
affected by adverse personal circumstances. Furthermore, the application of
various federal and state laws, including bankruptcy and insolvency laws, may
limit the amount that can be recovered on these loans.
3
OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS WOULD BE ADVERSELY AFFECTED IF
OUR ALLOWANCE FOR LOAN LOSSES WERE 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 estimated losses in our
loan portfolio. We periodically determine the amount of our allowance for loan
losses based upon consideration of several factors, including:
- a regular 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 our 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 sufficient 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 AND ACQUISITION STRATEGY.
We have grown 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.
As part of this business strategy, we may acquire additional banks and
non-bank entities that we believe provide a strategic fit with our business. To
the extent that we are successful with this strategy, we cannot assure you that
we will be able to adequately and profitably manage this growth. For example,
acquiring any bank or non-bank entity will involve risks commonly associated
with acquisitions, including:
- potential exposure to unknown or contingent liabilities of banks and
non-bank entities we acquire;
- exposure to potential asset quality issues of acquired banks and
non-bank entities;
- potential disruption to our business;
- potential diversion of our management's time and attention; and
- the possible loss of key employees and customers of the banks and
businesses we acquire.
4
In addition to acquisitions, we may expand into additional communities or
attempt to strengthen our position in our current markets by undertaking
additional de novo branch openings. Based on our experience, we believe that it
generally takes up to three years for new banking facilities to first achieve
operational profitability due to the impact of organization and overhead
expenses and the start-up phase of generating loans and deposits. To the extent
that we undertake additional de novo branch openings, we are likely to continue
to experience the effects of higher operating expenses relative to operating
income from the new banking facilities, which may have an adverse impact on our
levels of reported net income, earnings per share, return on average
stockholders' equity and return on average assets.
We may encounter unforeseen expenses, as well as difficulties and
complications in integrating expanded operations and new employees without
disruption to our overall operations. Following each acquisition, we must expend
substantial resources to integrate the entities. The integration of non-banking
entities often involves combining different industry cultures and business
methodologies. The failure to successfully integrate the entities we acquire
into our existing operations may adversely impact our results of operations and
financial condition.
WE COULD BE ADVERSELY AFFECTED BY CHANGES IN THE LAW, ESPECIALLY CHANGES IN THE
REGULATION OF THE BANKING INDUSTRY.
We 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 "OCC," the Federal Deposit Insurance Corporation, which we sometimes
refer to as the "FDIC" in this prospectus and the Pennsylvania Department 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. Changes in regulation could adversely affect the banking
industry as a whole and could 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;
- the provision of 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.
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.
5
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.
OUR CONTINUED PACE OF GROWTH MAY REQUIRE US TO RAISE ADDITIONAL CAPITAL IN THE
FUTURE, BUT THAT CAPITAL MAY NOT BE AVAILABLE WHEN IT IS NEEDED.
We are required by federal and state regulatory authorities to maintain
adequate levels of capital to support our operations. As a financial holding
company, we are required to maintain capital sufficient to meet the "well
capitalized" standard set by regulators. We anticipate that our current capital
resources will satisfy our capital requirements for the foreseeable future. We
may at some point, however, need to raise additional capital to support
continued growth, both internally and through acquisitions.
Our ability to raise additional capital, if needed, will depend on
conditions in the capital markets at that time, which are outside our control,
and on our financial performance. Accordingly, we cannot assure you of our
ability to raise additional capital, if needed, on terms acceptable to us. If we
cannot raise additional capital when needed, our ability to further expand our
operations through internal growth and acquisitions could be materially
impaired.
ADVERSE ECONOMIC CONDITIONS IN OUR MARKET AREA MAY ADVERSELY IMPACT OUR RESULTS
OF OPERATIONS AND FINANCIAL CONDITION.
The majority of our business is concentrated in Western Pennsylvania and
Eastern Ohio, which are traditionally slower growth markets. As a result, our
loan portfolio and results of operations may be adversely affected by factors
that have a significant impact on the economic conditions in this market area.
The local economies of our market area historically have been less robust than
the economy of the nation as a whole and are not subject to the same
fluctuations as the national economy. Adverse economic conditions in our market
area, including the loss of certain significant employers, could reduce our
growth rate, affect our borrowers' ability to repay their loans and generally
affect our financial condition and results of operations. Furthermore, a
downturn in real estate values in our market area could cause many of our loans
to become inadequately collateralized.
CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS AND FLORIDA LAW
MAY DISCOURAGE TAKEOVERS.
Our Articles of Incorporation and Bylaws contain certain anti-takeover
provisions that may make more difficult or expensive or may discourage a tender
offer, change in control or takeover attempt that is opposed by the board of
directors. In particular, our Articles of Incorporation and Bylaws:
- classify our board of directors into three groups, so that
shareholders elect only one-third of the board each year;
- permit shareholders to remove directors only for cause;
- do not permit shareholders to take action except at an annual or
special meeting of shareholders;
- require shareholders to give us advance notice to nominate
candidates for election to the board of directors or to make
shareholder proposals at a shareholders' meeting;
- permit our board of directors to issue, without shareholder
approval, preferred stock with such terms as the board may
determine; and
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- require the vote of the holders of at least 75% of the voting shares
for shareholder amendments to our Bylaws.
Under Florida law, the approval of a business combination with
shareholders owning 10% or more of the voting shares requires the vote of
holders of at least 2/3 of the voting shares not owned by such shareholder,
unless the transaction is approved by a majority of the disinterested directors.
Additionally, Florida law generally provides that shares of a corporation
acquired in excess of certain specified thresholds will not possess any voting
rights unless the voting rights are approved by a majority vote of the
corporation's disinterested shareholders.
These provisions of our Articles of Incorporation and Bylaws and of
Florida law could discourage potential acquisition proposals and could delay or
prevent a change in control, even though a majority of our shareholders may
consider such proposals desirable. Such provisions could also make it more
difficult for third parties to remove and replace the members of the board of
directors. Moreover, these provisions could diminish the opportunities for
shareholders to participate in certain tender offers, including tender offers at
prices above the then-current market value of our Common Stock, and may also
inhibit increases in the trading price of our Common Stock that could result
from takeover attempts or speculation.
LOSS OF MEMBERS OF OUR EXECUTIVE TEAM COULD HAVE A NEGATIVE IMPACT ON OUR
BUSINESS.
Our success is dependent, in part, on the continued service of our
executive officers, including Peter Mortensen, our Chairman of the Board, and
Stephen J. Gurgovits, our President and Chief Executive Officer. The loss of the
services of either of these executive officers could have a negative impact on
our business because of their skills, relationships in the banking community,
years of industry experience and the difficulty of promptly finding qualified
replacement personnel.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking" statements within the meaning
of the federal securities laws. The forward-looking information includes
statements concerning our outlook for the future, as well as other statements of
beliefs, future plans and strategies or anticipated events, and similar
expressions concerning matters that are not historical facts. You can find many
of these statements by looking for words such as "plan," "believe," "expect,"
"intend," "anticipate," "estimate," "project," "potential," "possible" or other
similar expressions. Forward-looking information and statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those expressed in, or implied by, the forward-looking statements.
Some of the factors that may cause actual results or earnings to differ
materially from those contemplated by the forward-looking statements include,
but are not limited to, those discussed under "Risk Factors" beginning on page
3, as well as the following:
- competitive pressure among financial services companies is
increasing significantly;
- 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;
7
- legislation or changes in the regulatory environment may adversely
affect the businesses in which we are engaged; and
- litigation liabilities, including costs, expenses, settlements and
judgments, may adversely affect us or our business.
Because these forward-looking statements are subject to assumptions and
uncertainties, actual results may differ materially from those expressed or
implied by these forward-looking statements. You are cautioned not to place
undue reliance on these statements, which speak only as of the date of this
prospectus or the date of any document incorporated by reference in this
prospectus.
All subsequent written and oral forward-looking statements concerning the
matters addressed in this prospectus and attributable to us or any person acting
on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Except to the extent
required by applicable law or regulation, we undertake no obligation to update
these forward-looking statements to reflect events or circumstances after the
date of this prospectus or to reflect the occurrence of unanticipated events.
USE OF PROCEEDS
The selling shareholders will receive all of the proceeds from the sale of
common shares under this prospectus. We will not receive any proceeds from the
sale of the shares of common stock offered by this prospectus.
SELLING SHAREHOLDERS
On July 30, 2004, we issued all of the common shares offered by this
prospectus in a private placement valued at market price to Morrell, Butz &
Junker, Inc. and MBJ Benefits, Inc., collectively the "MBJ Agency" in exchange
for nearly all of their respective assets. Morrell, Butz & Junker, Inc. and MBJ
Benefits, Inc. subsequently distributed the common shares to the selling
shareholders as identified below. As part of the MBJ Agency acquisition, we
agreed to file a registration statement with the SEC to register for resale the
common shares we issued. We agreed to keep the registration statement effective
until the earlier to occur of:
- the second anniversary of the effectiveness of the registration
statement; or
- such time as all common shares acquired by the selling shareholders
in the MBJ Agency acquisition and registered hereunder have been
sold pursuant to the registration statement.
The registration statement of which this prospectus forms a part is being
filed with the SEC pursuant to the terms set forth in the asset purchase
agreement we entered into with Morrell, Butz & Junker, Inc. and MBJ Benefits,
Inc., and their shareholders on July 26, 2004.
The following table sets forth, as of September 15, 2004: (1) the name of
each selling shareholder for whom we are registering common shares under this
registration statement; (2) the number of common shares beneficially owned by
each of the selling shareholders prior to the offering; (3) the number of common
shares that may be offered by each selling shareholder under this prospectus;
and (4) the number of common shares to be owned by each selling shareholder
after completion of the offering.
8
This table is prepared based in part on information supplied to us by the
listed selling shareholders. The table assumes that the selling shareholders
will sell all of the common shares offered under this prospectus. However,
because the selling shareholders may offer from time to time all or some of
their common shares covered by this prospectus, or sell such common shares in
another permitted manner, we cannot assure you as to the actual number of common
shares that will be sold by the selling shareholders or that will be held by the
selling shareholders after completion of the sales. Information concerning the
selling shareholders may change from time to time and changed information will
be presented in a supplement to this prospectus if and when necessary and
required.
Shares Beneficially Number of Shares Beneficially
Name and Address of Owned Before the Shares Owned After
Beneficial Owner Offering Being Offered The Offering (1)
------------------- ------------------- ------------- -------------------
Number Percent (2) Number Number Percent (2)
------ ----------- ------ ------ -----------
Randall C. Butz
220 Orchard Drive 122,748 * 122,748 0 *
Pittsburgh, PA 15228
Stephen P. Lesser
RD#1 Box 599 61,374 * 61,374 0 *
New Alexandria, PA 15670
James J. Morrell
104 Blue Spruce Circle 122,748 * 122,748 0 *
Pittsburgh, PA 15243
-------------------------
* Less than 1.0%
(1) Assumes all shares of common stock offered hereby are sold.
(2) Based on the number of shares outstanding on August 31, 2004.
Following the MBJ Agency acquisition, each of the selling shareholders became an
officer and employee of our subsidiary, First National Insurance Agency, Inc.
and each has entered into an employment agreement with First National Insurance
Agency, Inc. Each employment agreement, entered into on July 30, 2004, is for a
term of four years and five months, terminating on December 31, 2008, and
provides employment may be terminated solely for defined causes and contains
non-competition and non-solicitation covenants. In addition, First National
Insurance Agency, Inc. entered into a lease agreement for office space with
Second Story, LLC. Second Story, LLC is a Pennsylvania limited liability company
owned and controlled by the selling shareholders of MBJ Agency.
Other than described above, none of the selling shareholders has had any
position, office or other material relationship with FNB, First National
Insurance Agency, Inc. or any of our other affiliates within the past three
years.
9
DESCRIPTION OF CAPITAL STOCK
The following descriptions are summaries of material terms of our common
stock, certificate of incorporation and amended and restated bylaws. This
summary is qualified by reference to our restated certificate of incorporation
and amended and restated bylaws, copies of which have been filed as exhibits to
the registration statement of which this prospectus is a part, and by the
provisions of applicable law.
FNB COMMON STOCK
General. FNB is authorized to issue 500,000,000 shares of common stock,
par value $0.01 per share, of which 46,655,484 shares were outstanding as of
August 31, 2004. FNB Common Stock is traded on the New York Stock Exchange under
the symbol "FNB." First National Bankshares of Florida Inc. provides transfer
agent and registrar services for our common stock.
As of December 31, 2003, approximately 5.6 million shares of FNB Common
Stock were reserved for issuance upon the exercise of outstanding options. In
addition, FNB has reserved 4.2 million shares of common stock for issuance in
connection with the merger of the First National Bank of Slippery Rock into
First National Bank of Pennsylvania and certain stock options being assumed by
FNB as part of the merger. After taking into account these reserved shares, FNB
will have approximately 443.5 million shares of authorized but unissued common
stock available for issuance for other corporate purposes.
Voting and Other Rights. The holders of FNB Common Stock are entitled to
one vote per share, and in general a majority of the votes cast with respect to
a matter is sufficient to authorize action upon routine matters. Directors are
elected by a plurality of votes cast, and each shareholder entitled to vote in
an election of directors is entitled to vote each share of stock for as many
persons as there are directors to be elected. In elections of directors,
shareholders do not have the right to cumulate their votes.
In the event of a liquidation, holders of FNB Common Stock are 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 FNB preferred stock then outstanding.
FNB Common Stock does not carry any preemptive rights, redemption
privileges, sinking fund privileges or conversion rights. All outstanding shares
of FNB Common Stock are, and the shares of FNB Common Stock to be issued to our
shareholders in the merger will be, validly issued, fully paid and
nonassessable.
Distributions. The holders of FNB Common Stock are entitled to receive
such dividends or distributions as the FNB board of directors may declare out of
funds legally available for such payments. The payment of distributions by FNB
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 any then outstanding FNB preferred stock. Stock dividends,
if any are declared, may be paid from authorized but unissued shares.
The ability of FNB to pay distributions is affected by the ability of its
subsidiaries to pay dividends. The ability of FNB's subsidiaries, as well as of
FNB, to pay dividends in the future is influenced by bank regulatory
requirements and capital guidelines.
10
FNB PREFERRED STOCK
General. FNB is authorized to issue 20,000,000 shares of preferred stock,
par value $0.01 per share, of which no shares were outstanding as of July 31,
2004. The FNB board of directors has the authority to issue FNB preferred stock
in one or more series and to fix the dividend rights, dividend rates,
liquidation preferences, 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 of
FNB unless such action is required by applicable rules or regulations or by the
terms of any other outstanding series of FNB preferred stock. Any shares of FNB
preferred stock that may be issued may rank prior to shares of FNB Common Stock
as to payment of dividends and upon liquidation.
ANTI-TAKEOVER EFFECTS OF FLORIDA LAWS AND OUR CHARTER AND BYLAW PROVISIONS
FNB is subject to statutory "anti-takeover" provisions under Florida law.
Section 607.0902 of the Florida Business Corporations Act restricts the voting
rights of certain shares of a corporation's stock when those shares are acquired
by a party who, by such acquisition, would control at least 20% of all voting
rights of the corporation's issued and outstanding stock. The statute provides
that the acquired shares (the "control shares") will, upon such acquisition,
cease to have any voting rights. The acquiring party may, however, petition the
corporation to have voting rights re-assigned to the control shares by way of an
"acquiring person's statement" submitted to the corporation in compliance with
the requirements of the statute. Upon receipt of such request, the corporation
must submit, for shareholder approval, such request. Voting rights may be
reassigned to the control shares by a resolution of a majority of the
corporation's shareholders for each class and series of stock, with the control
shares not voting. If such a resolution is approved, and the voting rights
re-assigned to the control shares represent a majority of all voting rights of
the corporation's outstanding voting stock, then, unless the corporation's
articles of incorporation or bylaws provide otherwise, all shareholders of the
corporation shall be able to exercise appraisal rights in accordance with
Florida law.
Florida law further provides that a corporation may, by amendment to its
articles of incorporation or bylaws, provide that, if the party acquiring the
control shares does not submit an acquiring person's statement in accordance
with the statute, the corporation may redeem the control shares at any time
during the period ending 60 days after the acquisition of control shares. If the
acquiring party files an acquiring person's statement, the control shares are
not subject to redemption by the corporation unless the shareholders, acting on
the acquiring party's request for re-assignment, deny full voting rights to the
control shares. Neither the articles of incorporation of FNB nor its bylaws have
been amended to include such a provision.
The statute does not alter the voting rights of any stock of the
corporation acquired in certain specified transactions. In addition, there are
various provisions in the articles of incorporation and bylaws of FNB that may
serve as anti-takeover protections including:
- the ability of the board of directors of FNB to fill vacancies
resulting from an increase in the number of directors;
- the supermajority voting requirements for certain corporate
transactions;
- the broad range of factors that the board of directors of FNB may
consider in evaluating an unsolicited offer including a tender offer
proposal; and
- provisions in the FNB articles of incorporation which authorize the
board of directors of FNB, without further shareholder action, to
issue from time to time, up to 20,000,000 shares of FNB preferred
stock.
11
The board of directors of FNB is empowered to divide any and all of the
shares of the FNB preferred stock into series and to fix and determine the
relative rights and preferences of the shares of any series so established.
The "anti-takeover" provisions of Florida law and FNB's articles of
incorporation and bylaws may have the effect of deterring merger proposals,
tender offers or other attempts to effect changes in control of FNB that are not
negotiated with and approved by the board of directors of FNB. FNB is not aware
of any effort or intent to gain control of FNB or any effort to organize a proxy
contest or to accumulate shares of FNB.
LIMITATION ON LIABILITY OF DIRECTORS
Under Florida law, a director is not liable for monetary damages for any
statement, vote, decision or failure to act regarding corporate management or
policy, unless the director breached or failed to perform his or her duties as a
director and the director's breach of, or failure to perform, those duties
constitutes a violation of criminal law, self- dealing, willful misconduct or
recklessness. The bylaws of FNB contain a provision limiting the liability of
its directors to the fullest extent permitted by law.
PLAN OF DISTRIBUTION
We are registering all of our common shares offered by this prospectus on
behalf of the selling shareholders. As used in this prospectus, unless the
context otherwise requires, "selling shareholders" includes donees, pledgees,
transferees or other successors-in-interest selling common shares received after
the date of this prospectus from a selling shareholder as a gift, pledge,
partnership distribution or other non-sale related transfer.
The common shares may be sold from time to time to purchasers:
- directly by the selling shareholders; or
- through underwriters, broker-dealers or agents who may receive
compensation in the form of discounts, concessions or commissions
from the selling shareholders and/or the purchasers of the common
shares.
Each selling shareholder reserves the right to accept and, together with
the selling shareholder's agents from time to time, reject, in whole or in part
any proposed purchase of the common shares to be made directly or through
agents.
The selling shareholders and any broker-dealers or agents who participate
in the distribution of the common shares offered under this prospectus may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933. As a result, any profits on the sale of the common
shares by selling shareholders and any discounts, commissions or concessions
received by any participating broker-dealers or agents might be deemed to be
underwriting discounts or commissions under the Securities Act. Selling
shareholders who are deemed to be underwriters may be subject to certain
statutory liabilities, including, but not limited to, those under Sections 11,
12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act
of 1934. Selling shareholders who are deemed to be underwriters will be also
subject to the prospectus delivery requirements of the Securities Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
each registrant pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and
12
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a registrant
of expenses incurred or paid by a director, officer or controlling person of
such 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, each registrant agrees that it 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 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.
The common shares may be sold from time to time on any stock exchange or
automated interdealer quotation system on which the common shares are then
listed, in the over-the-counter market, in privately negotiated transactions or
otherwise, at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to prevailing market prices or at prices
otherwise negotiated. Pursuant to the asset purchase agreement by which First
National Insurance Agency, Inc. purchased nearly all of the assets of Morrell,
Butz & Junker, Inc. and MBJ Benefits, Inc. FNB is obligated to keep this
registration effective for two years.
The selling shareholders may sell the common shares by one or more of the
following methods, without limitation:
- block trades in which the broker or dealer so engaged will attempt
to sell the common shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resale by the
broker or dealer for its own account;
- an exchange distribution in accordance with the rules of any stock
exchange on which the common shares are then listed;
- ordinary brokerage transactions and transactions in which the broker
solicits purchases;
- privately negotiated transactions;
- closing out of short sales;
- through the writing of options on the common shares, whether the
options are listed on an option exchange or otherwise;
- through the distribution of the common shares by any selling
shareholder to the selling shareholder's partners, members or
shareholders;
- one or more underwritten offerings on a firm commitment or best
efforts basis; and
- any combination of any of these methods.
The selling shareholders may engage brokers and dealers, and any brokers
or dealers may arrange for other brokers or dealers to participate in effecting
sales of the common shares. These brokers, dealers or underwriters may act as
principals, or as an agent of a selling shareholder. Broker-dealers may agree
with a selling shareholder to sell a specified number of the common shares at a
stipulated price per share. If the broker-dealer is unable to sell the common
shares as agent for a selling shareholder, it may purchase as principal any
unsold common shares at the stipulated price. Broker-dealers who acquire common
shares as principal may thereafter resell the common shares from time to time in
transactions in any stock exchange or automated interdealer quotation system on
which the common shares are then listed, at prices and on terms then prevailing
at the time of sale, at prices related to the then-current market price or in
negotiated transactions. Broker-dealers may use block transactions and sales to
and through broker-dealers, including transactions of the nature described
above.
13
A selling shareholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the common
shares in the course of hedging the positions they assume with that selling
shareholder, including without limitation, in connection with distributions of
the common shares by those broker-dealers. A selling shareholder may enter into
option or other transactions with broker-dealers that involve the delivery of
the common shares offered under this prospectus to the broker-dealers, who may
then resell or otherwise transfer those common shares. A selling shareholder may
also loan or pledge the common shares offered under this prospectus to a
broker-dealer and the broker-dealer may sell common shares offered under this
prospectus so loaned or upon a default may sell or otherwise transfer the
pledged common shares offered under this prospectus.
To our knowledge, there are currently no plans, arrangements or
understandings between any selling shareholders and any underwriter,
broker-dealer or agent regarding the sale of the common shares offered under
this prospectus. Selling shareholders may decide not to sell any of the common
shares offered under this prospectus, or they might decide to transfer the
common shares by other means not described in this prospectus. Additionally,
selling shareholders may resell all or a portion of their common shares in open
market transactions pursuant to Rule 144 under the Securities Act of 1933 rather
than pursuant to this prospectus, so long as they meet the applicable criteria
and conform to the requirements of that rule.
The selling shareholders and any other person participating in a
distribution of the common shares offered under this prospectus will be subject
to the Securities Exchange Act of 1934. The rules under the Securities Exchange
Act include, without limitation, Regulation M, which may limit the timing of
purchases and sales of the common shares by the selling shareholders and any
other person. Additionally, Regulation M may restrict the ability of any person
engaged in the distribution of the common shares to engage in market-making
activities with respect to the particular common shares being distributed for a
period of up to five business days before the distribution. This may affect the
marketability of the common shares as well as the ability of any person or
entity to engage in market-making activities with respect to the common shares.
We will make copies of this prospectus available to the selling shareholders and
have informed the selling shareholders of the need to deliver copies of this
prospectus to purchasers at or before the time of any sale of the common shares.
When we are notified that a selling shareholder has entered into an
arrangement with an underwriter, broker-dealer or agent for the sale of the
common shares, we will file, if required, a supplement to this prospectus
disclosing:
- the name of the selling shareholder;
- the name of any participating underwriters, broker-dealers or
agents;
- the number of common shares being offered;
- the price at which the common shares are being offered;
- any discounts, commissions, concessions or other items constituting
compensation from the selling shareholder and any discounts,
commissions or concessions allowed or reallowed or paid to dealers;
- that any participating broker-dealers did not conduct any
investigation to verify the information contained or incorporated by
reference in this prospectus; and
- other material terms of the offering.
In addition, we may, if required, upon our being notified by a selling
shareholder that a donee, pledgee, transferee or other successor-in-interest
intends to sell our common shares, file a supplement to this prospectus.
14
In order to comply with the securities laws of some states, if applicable,
the common shares offered under this prospectus may be sold in these
jurisdictions only through registered or licensed broker-dealers.
We will bear all costs, expenses and fees in connection with the
registration of the resale of the common shares covered by this prospectus,
other than the fees and expenses of counsel and other advisors to the selling
shareholders. The selling shareholders have agreed to indemnify us and our
officers and directors for liabilities based on untrue material facts, or
omissions of material facts, contained in the prospectus, but only to the extent
that such material fact or omission is made in reliance on the information
furnished by the selling shareholders specifically for use in preparation of
this prospectus. The selling shareholders will pay any applicable underwriter's
commissions and expenses, brokerage fees or transfer taxes. The selling
shareholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the common shares against certain
liabilities, including liabilities arising under the Securities Act of 1933.
We may suspend the use of this prospectus if we learn of any event that
causes this prospectus to include an untrue statement of a material fact or omit
to state a material fact required to be stated in this prospectus or necessary
to make the statements in this prospectus not misleading in light of the
circumstances then existing. Each selling shareholder has agreed not to trade
common shares from the time the selling shareholder receives notice from us of
this type of event until the selling shareholder receives from us a prospectus
supplement or amended prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934, which requires us to file annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any document that we file at the
Public Reference Room of the Securities and Exchange Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Information on the operation of the Public
Reference Room may be obtained by calling the Securities and Exchange Commission
at 1-800-SEC-0330. You may also inspect our filings at the regional offices of
the Securities and Exchange Commission or over the Internet at the Securities
and Exchange Commission's website at http://www.sec.gov. Our common shares are
listed on the New York Stock Exchange under the symbol "FNB." Our reports, proxy
statements and other information may also be obtained from the New York Stock
Exchange.
The Securities and Exchange Commission allows us to incorporate by
reference the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus,
and information that we file later with the Securities and Exchange Commission
will automatically update and supercede this information. We incorporate by
reference the documents listed below and any future filings made with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until we sell all of the securities that we
have registered under the registration statement of which this prospectus forms
a part:
- Annual Report on Form 10-K for the year ended December 31, 2003,
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2004,
- Quarterly Report on Form 10-Q for the quarter ended June 30, 2004,
and
- Current Reports on Form 8-K filed with the SEC on January 9, 2004,
January 23, 2004, April 19, 2004, May 6, 2004, July 21, 2004 and
August 2, 2004; and
- Registration Statement Report on Form S-4, filed with the SEC on
July 21, 2004, including any amendments thereto.
15
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Investor Relations
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
(724) 981-6000
Pursuant to General Instruction B of Form 8-K, any information submitted
under Item 9, Regulation FD Disclosure, or Item 12, Results of Operations and
Financial Condition, of Form 8-K is not deemed to be "filed" for the purpose of
Section 18 of the Securities and Exchange Act of 1934, and we are not subject to
the liabilities of Section 18 with respect to information submitted under Item 9
or Item 12 of Form 8-K. We are not incorporating by reference any information
submitted under Item 9 or Item 12 of Form 8-K into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934 or into this
prospectus.
Statements contained in this prospectus as to the contents of any contract
or other document referred to in this prospectus do not purport to be complete,
and where reference is made to the particular provisions of that contract or
other document, those references are qualified in all respects by reference to
all of the provisions contained in that contract or other document. Any
statement contained in a document incorporated by reference, or deemed to be
incorporated by reference, into this prospectus will be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated by reference in this prospectus modifies or supersedes that
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
LEGAL MATTERS
Certain matters with respect to the validity of the shares of FNB Common
Stock offered hereby will be passed upon for us by our General Counsel, James G.
Orie. Mr. Orie owns shares of our common stock and holds options to purchase
additional shares of our common stock.
EXPERTS
The consolidated financial statements of F.N.B. Corporation incorporated
by reference in F.N.B. Corporation's Annual Report (Form 10-K) for the year
ended December 31, 2003, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their report thereon
incorporated by reference therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
With respect to the unaudited condensed consolidated interim financial
information of F.N.B. Corporation for the three and six-month periods ended
March 31, 2004 and March 31, 2003 and June 30, 2004 and June 30, 2003,
incorporated by reference in this prospectus, Ernst & Young LLP reported that
they have applied limited procedures in accordance with professional standards
for a review of such information. However, their separate reports dated May 7,
2004 and August 9, 2004, included in F.N.B. Corporation's Quarterly Report on
Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004, and
incorporated by reference herein, states that they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
16
degree of reliance on their report on such information should be restricted in
light of the limited nature of the review procedures applied. Ernst & Young LLP
is not subject to the liability provisions of Section 11 of the Securities Act
of 1933 (the "Act") for their report on the unaudited interim financial
information because that report is not a "report" or a "part" of the
Registration Statement prepared or certified by Ernst & Young LLP within the
meaning of Sections 7 and 11 of the Act.
17
================================================================================
306,872 SHARES
[LOGO]
F.N.B. CORPORATION
PROSPECTUS
SEPTEMBER 16, 2004
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The table below sets forth the expenses to be incurred by us in connection
with the issuance and distribution of the shares registered for offer and sale
hereby, other than underwriting discounts and commissions. All amounts shown
represent estimates except the Securities Act registration fee.
Registration fee under the Securities Act............... $ 881*
Accountants' fees and expenses.......................... $ 2,000
Legal fees and expenses................................. $ 10,000
Total........................................... $ 12,881
*Other than the registration fee all expenses are estimates.
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:
II-1
- 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;
- a transaction from which the director or officer derived an improper
personal benefit;
- 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
- 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 it shall indemnify its
directors and officers to the fullest extent permitted by law in connection with
any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative, investigative or otherwise (whether brought by or in the right
of FNB or otherwise), arising out of their service to FNB to another
organization at FNB's request, or because of their positions with us. 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, none of
FNB's directors shall be personally liable for monetary damages for any action
taken, or any failure to take any action.
EXHIBITS.
EXHIBIT
-------
2.1 Amended and Restated Agreement and Plan of Merger dated as of July 15,
2004 between F.N.B. Corporation and Slippery Rock Financial Corporation
(filed as Appendix A to the Registration Statement on Form S-4, filed
with the SEC on July 21, 2004).
4.1 Articles of Incorporation of F.N.B. Corporation, as amended
(incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed
by FNB on June 1, 2001).
4.2 Bylaws of F.N.B. Corporation (incorporated herein by reference to
Exhibit 4.2 to the Form 8-K filed by FNB on June 1, 2001).
*5.1 Opinion of James G. Orie, Chief Legal Officer of FNB
*23.1 Consent of Independent Auditors - Ernst & Young LLP
*Filed herewith.
II-2
ITEM 17. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(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 and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b), if, in
the aggregate, the changes in volume and price represent no
more than a 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 paragraphs (a)(1)(i) and (a)(1)(ii) do 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 SEC
by the registrants pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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.
(4) For purposes of determining any liability under the Securities Act
of 1933, each filing of each such registrant's annual report pursuant to Section
13(a) or 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.
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(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of each registrant pursuant to the foregoing provisions, or otherwise,
the registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a registrant
of expenses incurred or paid by a director, officer or controlling person of
such 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, each registrant agrees that it 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 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.
(6)
(i) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by such registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
(ii) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, F.N.B.
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hermitage, State of Pennsylvania, on September
15, 2004.
F.N.B. CORPORATION
/s/ Stephen J. Gurgovits
-------------------------------
By: Stephen J. Gurgovits
President and Chief Executive Officer
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each of F.N.B. Corporation and
the several undersigned officers and directors thereof whose signatures appear
below, hereby makes, constitutes and appoints each of Peter Mortensen, Stephen
J. Gurgovits and Brian F. Lilly, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign and
file: (i) any and all amendments, including post-effective amendments, to this
Registration Statement, with all exhibits, and all documents in connection
therewith, and (ii) a Registration Statement, and any and all amendments,
relating to the offering covered hereby filed pursuant to Rule 462(b) under the
Securities Act of 1933, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
or desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, or their substitutes
or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 15, 2004.
Name Title
---- -----
/s/ Peter Mortensen Chairman of the Board
------------------------------
Peter Mortensen
/s/ Stephen J. Gurgovits Director, President and Chief Executive Officer
------------------------------ (Principal Executive Officer)
Stephen J. Gurgovits
/s/ Brian F. Lilly Vice President and Chief Financial Officer
------------------------------ (Principal Financial Officer)
Brian F. Lilly
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Name Title
---- -----
/s/ Tito L. Lima Corporate Controller (Chief Accounting Officer)
------------------------------
Tito L. Lima
/s/ William B. Campbell Director
------------------------------
William B. Campbell
/s/ Henry M. Ekker Director
------------------------------
Henry M. Ekker
/s/ Robert B. Goldstein Director
------------------------------
Robert B. Goldstein
/s/ Harry F. Radcliffe Director
------------------------------
Harry F. Radcliffe
/s/ John W. Rose Director
------------------------------
John W. Rose
/s/ William J. Strimbu Director
------------------------------
William J. Strimbu
/s/ Earl. K. Wahl, Jr. Director
------------------------------
Earl. K. Wahl, Jr.
/s/ Archie O. Wallace Director
------------------------------
Archie O. Wallace
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Exhibit Index
EXHIBIT
-------
2.1 Amended and Restated Agreement and Plan of Merger dated as of July 15,
2004 between F.N.B. Corporation and Slippery Rock Financial Corporation
(filed as Appendix A to the Registration Statement on Form S-4, filed with
the SEC on July 21, 2004).
4.1 Articles of Incorporation of F.N.B. Corporation, as amended (incorporated
herein by reference to Exhibit 4.1 to the Form 8-K filed by FNB on June 1,
2001).
4.2 Bylaws of F.N.B. Corporation (incorporated herein by reference to Exhibit
4.2 to the Form 8-K filed by FNB on June 1, 2001).
*5.1 Opinion of James G. Orie, Chief Legal Officer of FNB
*23.1 Consent of Independent Auditors - Ernst & Young LLP
*Filed herewith.
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