UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
January 1, 2004
F.N.B. Corporation
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(Exact name of registrant as specified in its charter)
Florida 001-31940 25-1255406
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 724-981-6000
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
F.N.B. Corporation (the Corporation) is providing the following
information in connection with the Corporation's January 1, 2004 distribution
(the Spin-off) of all of the outstanding common stock of First National
Bankshares of Florida, Inc. (FNBF) to the Corporation's shareholders.
Reclassification. The Corporation, in connection with the Spin-off
and pursuant to FAS No. 144, reclassified its presentation of the financial
position and the results of operations of FNBF as discontinued operations of the
Corporation effective as of January 1, 2004. This reclassification was presented
in the Corporation's Form 10-Q Quarterly Reports for the quarters ended March
31, 2004, June 30, 2004 and September 30, 2004. The Corporation has also
reclassified (the Reclassification) its consolidated financial statements for
the three years ended December 31, 2003. The following information with respect
to the Reclassification for the three years ended December 31, 2003 is included
in exhibits to this Form 8-K Report and incorporated herein by reference:
- Selected Consolidated Financial Data;
- Management's Discussion and Analysis of Financial Condition
and Results of Operations; and
- Consolidated Financial Statements.
Business Description. The Corporation has also revised the
description of its business to reflect the Spin-off, a copy of which is filed as
an exhibit to this Form 8-K Report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
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23.1 Consent of Ernst & Young, LLP, independent registered public
accounting firm
99.1 Selected Financial Data
99.2 Management's Discussion and Analysis of Financial Condition
and Results of Operations
99.3 Consolidated Financial Statements for the three-year period
ended December 31, 2003
99.4 Description of Business
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
F.N.B. CORPORATION
By: /s/ Brian F. Lilly
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Brian F. Lilly,
Chief Financial Officer
Date: January 11, 2005
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EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of Ernst & Young, LLP, independent registered public accounting firm
99.1 Selected Financial Data
99.2 Management's Discussion and Analysis of Financial Condition and Results of Operations
99.3 Consolidated Financial Statements for the three-year period ended December 31, 2003
99.4 Description of Business