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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended December 31, 1999
-------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from to
------------------------ --------------------
Commission file number 0-8144
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F.N.B. CORPORATION
-------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1255406
- ---------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
- ---------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 724-981-6000
---------------
Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $2 per share
7 1/2% Cumulative Convertible Preferred Stock, Series B, par value $10 per share
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the pre- ceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The registrant estimates that as of February 29, 2000, the aggregate market
value of the voting stock held by non-affiliates of the registrant, computed by
reference to the last sale price as reported in the NASDAQ system for such date,
was approximately $445,473,947.
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
----------------------------------------
As of February 29, 2000, the registrant had outstanding 20,817,673 shares of
common stock having a par value of $2 per share.
Continued
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DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K into
DOCUMENT which Document is Incorporated
-------- ------------------------------
Annual Report to Stockholders for fiscal year
ended December 31, 1999 I & II
Definitive proxy statement for the 2000 Annual
Meeting of Stockholders to be held on April 17, 2000 III
3
FORM 10-K
1999
INDEX
PART I PAGE
Item 1. Business.
General I-2
Statistical Disclosure I-8
Item 2. Properties. I-8
Item 3. Legal Proceedings. I-9
Item 4. Submission of Matters to a Vote of Security Holders. I-9
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters. II-1
Item 6. Selected Financial Data. II-1
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. II-1
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. II-1
Item 8. Financial Statements and Supplementary Data. II-1
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. II-1
PART III
Item 10. Directors and Executive Officers of the Registrant. III-1
Item 11. Executive Compensation. III-1
Item 12. Security Ownership of Certain Beneficial Owners and Management. III-1
Item 13. Certain Relationships and Related Transactions. III-1
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. IV-1
Signatures IV-2
Index to Exhibits IV-4
I-1
4
PART I
ITEM 1. BUSINESS
GENERAL
F.N.B. Corporation (the Corporation) was formed in 1974 as a bank
holding company. The Corporation has two reportable business segments: community
banking and insurance agencies. Refer to "Business Segments" on pages 22-23 of
the Annual Report to Shareholders for the year ended December 31, 1999, which is
incorporated herein by reference. As of December 31, 1999, the Corporation owned
and operated nine community banks and one consumer finance company in
Pennsylvania, southwestern Florida, northern and central Tennessee, eastern
Ohio, southwestern Kentucky and western New York. The Corporation also owns two
insurance agencies in northwestern Pennsylvania and southwestern Florida. In
recent years, the Corporation has expanded its market presence in southwest
Florida through affiliations with community banks located primarily between
Naples and Clearwater, Florida. During 1999, the Corporation acquired Guaranty
Bank & Trust Company, headquartered in Venice, Florida, which was merged into an
existing affiliate to form West Coast Guaranty Bank, N.A. The Corporation also
acquired its two insurance agencies: Gelvin, Jackson & Starr, Inc, located in
northwestern Pennsylvania, and Roger Bouchard Insurance, Inc., located in
Clearwater, Florida. The Corporation's consumer finance subsidiary expanded its
size and geographic scope during 1999 through the purchase of 11 consumer
finance offices in Tennessee and Kentucky. On February 23, 2000, the Corporation
completed its affiliation with L.J. Kuder, Inc., an independent insurance agency
located in Greenville, Pennsylvania.
The Corporation regularly evaluates the potential acquisition of, and
holds discussions with, various potential acquisition candidates and as a
general rule the Corporation publicly announces such acquisitions only after a
definitive agreement has been reached.
The Corporation, through its subsidiaries, provides a full range of
financial services, principally to consumers and small- to medium-size
businesses in its market areas. The Corporation's business strategy has been to
focus primarily on providing quality, community-based financial services adapted
to the needs of each of the markets it serves. The Corporation has emphasized
its community orientation by preserving the names and local boards of directors
of its subsidiaries, by allowing its subsidiaries certain autonomy in
decision-making and thus enabling them to respond to customer requests more
quickly, and by concentrating on transactions within its market areas. However,
while the Corporation has sought to preserve the identities and autonomy of its
subsidiaries, it has established centralized legal, loan review, accounting,
investment, audit, loan operations and data processing functions. The
centralization of these processes has enabled the Corporation to maintain
consistent quality of these functions and to achieve certain economies of scale.
The Corporation's lending philosophy is to minimize credit losses by
following strict credit approval standards (which include independent analysis
of realizable collateral value), diversifying its loan portfolio by industry and
borrower and conducting ongoing review and management of the loan portfolio. The
Corporation is an active residential mortgage lender, and its commercial loans
are generally to established businesses within its market areas. The Corporation
does not have a significant amount of construction loans and has no highly
leveraged transaction loans.
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No material portion of the deposits of the Corporation's bank
subsidiaries has been obtained from a single or small group of customers, and
the loss of any customer's deposits or a small group of customers' deposits
would not have a material adverse effect on the business of the Corporation. The
majority of the deposits held by the Corporation's bank subsidiaries have been
generated within the respective subsidiary's market area.
Following is information as of December 31, 1999 for the Corporation's
community bank and consumer finance subsidiaries (including the year established
and location of principal office for each). All subsidiaries are wholly-owned by
the Corporation (dollars in thousands).
NUMBER
TOTAL TOTAL OF
COMMUNITY BANK SUBSIDIARIES: ASSETS DEPOSITS OFFICES
------- --------- -------
First National Bank of Pennsylvania (Est. 1864)
Hermitage, Pennsylvania................................... $1,326,954 $1,108,847 35
First National Bank of Naples (Est. 1988)
Naples, Florida........................................... 763,509 551,655 8
Cape Coral National Bank (Est. 1994)
Cape Coral, Florida....................................... 342,991 303,044 5
First National Bank of Florida (Est. 1997)
Clearwater, Florida....................................... 337,860 258,758 11
West Coast Guaranty Bank, N.A. (Est. 1999)
Sarasota, Florida......................................... 269,641 209,751 7
Metropolitan National Bank (Est. 1922)
Youngstown, Ohio.......................................... 250,015 213,858 8
Reeves Bank (Est. 1868)
Beaver Falls, Pennsylvania................................ 160,088 145,819 8
First National Bank of Fort Myers (Est. 1989)
Fort Myers, Florida....................................... 92,341 82,684 2
First County Bank, N.A. (Est. 1987)
Chardon, Ohio............................................. 62,652 56,954 3
---------- ---------- --
$3,606,051 $2,931,370 87
========== ========== ==
CONSUMER FINANCE SUBSIDIARY:
Regency Finance Company (Est. 1927)
Hermitage, Pennsylvania........................ .......... $ 88,154 44
========== ==
The Corporation's insurance agencies, Gelvin, Jackson & Starr, Inc.
(GJS) and Roger Bouchard Insurance, Inc. (RBI), have five offices and one
office, respectively. GJS is a wholly owned subsidiary of First National Bank of
Pennsylvania and RBI is a wholly owned subsidiary of First National Bank of
Florida.
The Corporation has five other subsidiaries, Penn-Ohio Life Insurance
Company, Est. 1981 (Penn-Ohio), F.N.B. Investment Corporation, Est. 1997 (F.N.B.
Investment) Customer Service Center of F.N.B., L.L.C., Est. 1996 (Customer
Service), Mortgage Service Corporation, Est. 1944 (Mortgage Service), and F.N.B.
Building Corporation, Est. 1987 (F.N.B. Building). Penn-Ohio underwrites, as a
reinsurer, credit life and accident and health insurance sold by the
Corporation's subsidiaries. F.N.B. Investment holds equity securities and other
assets for the holding company. Customer Service provides data processing and
other services to the affiliates of the Corporation. Mortgage Service services
mortgage loans for unaffiliated financial institutions and F.N.B. Building owns
real estate that is leased to certain affiliates.
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OPERATIONS OF THE BANK SUBSIDIARIES
The Corporation's 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, the
Corporation's bank subsidiaries offer various alternative investment products,
including mutual funds and annuities.
In addition, First National Trust Company, a subsidiary of First
National Bank of Pennsylvania, is a national trust company formed in January
1999, which provides a broad range of personal and corporate fiduciary services,
including the administration of decedent and trust estates. The Corporation's
banking affiliates, First National Bank of Florida and West Coast Guaranty Bank,
N.A., also operate full-service trust departments. As of December 31, 1999, the
market value of corporate-wide trust assets under management totaled $648.3
million.
OPERATIONS OF THE INSURANCE AGENCIES
The Corporation's insurance agencies are full-service insurance
companies offering all lines of commercial and personal insurance through major
carriers.
OPERATIONS OF THE CONSUMER FINANCE SUBSIDIARY
The Corporation's consumer finance subsidiary, Regency Finance Company
(Regency), is involved principally in making personal installment loans to
individuals and purchasing installment sales finance contracts from retail
merchants. Such activity is primarily funded through the sale of the
Corporation's subordinated notes at Regency's branch offices.
MARKET AREA AND COMPETITION
The Corporation, through its subsidiaries, currently operates 139
offices in Pennsylvania, southwestern Florida, northern and central Tennessee,
eastern Ohio, southwestern Kentucky and western New York. The economies of the
primary market areas in which the Corporation's Pennsylvania and Ohio
subsidiaries operate have evolved during the past decade from ones dominated by
heavy industry to ones which have a more diversified mix of light manufacturing,
service and distribution industries. This area is served by Interstate Routes
90, 76, 79 and 80, and is located at the approximate midpoint between New York
City and Chicago. The area is also close to the Great Lakes shipping port of
Erie and the Greater Pittsburgh International Airport. The Corporation's Florida
subsidiaries operate in a four county area represented by high growth and median
family income levels. The industries served in this market include a diversified
mix of tourism, construction, services, light manufacturing, distribution and
agriculture. The market extends north to Tampa and south through Naples and is
served by Interstate 75 and U.S. Highway 41.
The Corporation's subsidiaries compete with a large number of other
financial institutions, such as commercial banks, savings banks, savings and
loan associations, credit life insurance companies, mortgage banking companies,
consumer finance companies, credit unions and commercial finance and leasing
companies, many of which have greater resources than the Corporation, for
deposits, loans and service business. Money market mutual funds, insurance
agencies, brokerage houses and similar institutions currently provide many of
the financial services offered by the Corporation's subsidiaries.
I-4
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In the consumer finance subsidiary's market areas, the active
competitors include banks, credit unions and national, regional and local
consumer finance companies, some of which have substantially greater resources
than that of the consumer finance subsidiary. The ready availability of consumer
credit through charge accounts and credit cards constitutes additional
competition. The principal methods of competition include the rates of interest
charged for loans, the rates of interest paid to obtain funds and the
availability of customer services.
With reciprocal interstate banking, the Corporation also faces the
prospect of additional competitors entering its markets as well as additional
competition in its efforts to acquire other subsidiaries and branches throughout
Pennsylvania, Florida, Ohio and in other neighboring states. (See "Regulation
and Supervision.")
EMPLOYEES
As of February 29, 2000, the Corporation and its subsidiaries had 1,514
full-time and 407 part-time employees. Management of the Corporation considers
its relationship with its employees to be satisfactory.
MERGERS, ACQUISITIONS AND DIVESTITURE
See "Mergers, Acquisitions and Divestiture" footnote in the Notes to
Consolidated Financial Statements, which is incorporated by reference to the
Corporation's Annual Report to Stockholders.
REGULATION AND SUPERVISION
Bank holding companies, banks and consumer finance companies are
extensively regulated under both federal and state law. The following summary
information describes statutory or regulatory provisions. It is qualified by
reference to the particular statutory and regulatory provisions. Any change in
applicable law or regulation may have a material effect on the business and
prospects of the Corporation and its subsidiaries.
The regulation and examination of the Company and its subsidiaries are
designed primarily for the protection of depositors and not the Corporation or
its stockholders.
BANK HOLDING COMPANIES
The Corporation is registered as a bank holding company under the Bank
Holding Company Act of 1956 (BHCA) and, as such, is subject to regulation by the
Federal Reserve Board (FRB). As a bank holding company, the Corporation is
required to file with the FRB an annual report and such additional information
as the FRB may require pursuant to the BHCA. The FRB may also make examinations
of the Corporation.
The BHCA requires the prior approval of the FRB in any case where a bank
holding company proposes to acquire direct or indirect ownership or control of
more than 5% of the voting shares of any bank (unless it owns a majority of such
bank's voting shares) or otherwise to control a bank or to merge or consolidate
with any other bank holding company. The Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 authorizes the FRB to permit a bank holding
company that meets all applicable capital requirements to acquire control, or
substantially all of the assets, of a bank located in another state that is not
the bank holding company's home state, regardless of whether the other state
prohibits such transaction.
I-5
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In approving acquisitions by bank holding companies of banks, the FRB
considers a number of factors, including the expected benefits to the public,
such as greater convenience, increased competition or gains in efficiency, as
weighed against the risks of possible adverse effects, such as undue
concentration of resources, decreased or unfair competition, conflicts of
interest or unsound banking practices. The FRB is also empowered to
differentiate between new activities and activities commenced through
acquisition of a going concern.
Bank holding companies and their subsidiary banks are also subject to
the provisions of the Community Reinvestment Act of 1977 (CRA). Under the terms
of the CRA, the FRB (or other appropriate bank regulatory agency) is required,
in connection with its examination of a financial institution, to assess the
financial institution's record in meeting the credit needs of the communities
served by the financial institution, including low and moderate-income
neighborhoods. Further, such assessment is also required of any financial
institution which has applied to (i) obtain a federally-regulated financial
institution charter; (ii) obtain deposit insurance coverage for a newly
chartered institution; (iii) establish a new branch office that will accept
deposits; (iv) relocate an office; or (v) merge or consolidate with, or acquire
the assets or assume the liabilities of, a federally-regulated financial
institution. In the case of a bank holding company applying for approval to
acquire a bank, savings and loan, or other bank holding company, the FRB will
assess the record of each subsidiary of the applicant bank holding company, and
such records may be the basis for denying the application or imposing conditions
in connection with approval of the application.
The Gramm Leach-Bliley Act of 1999 (the Act) was enacted on November 12,
1999. The Act permits the creation of new financial services holding companies
that can offer a full range of financial and banking products and services. The
Act eliminates legal barriers which previously prevented affiliations among
banks and bank holding companies with securities firms, insurance companies and
other financial services companies. The Corporation is qualified under the Act
as a "Financial Holding Company" and can expand into a wide variety of products
and services that are financial in nature, provided that its depository
institution subsidiaries are well managed, well capitalized and have received a
"Satisfactory" rating on their last Community Reinvestment Act Examinations.
The Act preserves the role of the Federal Reserve Board as the umbrella
supervisor for holding companies while at the same time incorporating a system
of functional regulation designed to assure that various financial activities
will be overseen by the appropriate state or federal regulator with the
corresponding regulatory experience and expertise. Banking related activities
will be supervised by the banking regulators, securities activities will be
regulated by the Securities and Exchange Commission and state regulators, and
insurance activities by the state insurance regulators.
BANKS
The Corporation's bank subsidiaries are supervised and regularly
examined (including off-site monitoring) by the Office of the Comptroller of
Currency (OCC), the Federal Deposit Insurance Corporation (FDIC), the FRB, and
the Pennsylvania Department of Banking. The various laws and regulations
administered by these regulatory agencies affect corporate practices, such as
payment of dividends, incurring debt, acquisition of financial institutions and
other companies, and affect business practices and operations, such as payment
of interest on deposits, the charging of interest on loans, types of business
conducted and location of offices.
I-6
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The Act permits the establishment of financial subsidiaries that may engage
in a full array of financial services. The Act creates a mechanism for
coordination between the Federal Reserve Board and the Secretary of Treasury
regarding the approval of new financial activities that may be engaged in by
financial subsidiaries. Also, the Act repeals the blanket exemption that banks
had from the definition of "broker" and "dealer" under the Securities Exchange
Act and replaces it with a set of limited exemptions that allow the continuation
of some traditional banking related transactions performed by banks. Further,
the bank exclusion under the Securities Exchange Act from the definition of
"investment advisor" was also eliminated under the Act.
The Act identifies the following as permissible financial activities for
holding companies (and financial subsidiaries of banks) and permits the Federal
Reserve Board in consultation with the Secretary of the Treasury to expand such
permitted financial activities if it is determined that the activity is
financial in nature or incidental thereto or otherwise complimentary to a
permitted financial activity and does not pose safety and soundness risks: (i)
lending, investing or safeguarding money or securities; (ii) underwriting
insurance or annuities or acting as an insurance or annuity principal, agent or
broker; (iii) providing financial or investment advice; (iv) issuing or selling
interest in pools of assets (e.g. securitizations) that a bank may hold; (v)
underwriting, dealing in or making markets in securities; (vi) engaging in
activities that the Federal Reserve Board has determined to be closely related
to banking; (vii) engage in activities permitted for bank holding companies
operating outside of the United States; (viii) merchant banking; or (ix)
insurance portfolio investing.
CONSUMER FINANCE SUBSIDIARY
The Corporation's consumer finance subsidiary is subject to regulation
under Pennsylvania, Tennessee, Ohio, Kentucky and New York state laws which
require, among other things, that it maintain licenses for consumer finance
operations in effect for each of its offices. Representatives of the
Pennsylvania Department of Banking, the Tennessee Department of Financial
Institutions, the Ohio Division of Consumer Finance, the Commonwealth of
Kentucky Department of Financial Institutions and the State of New York Banking
Department periodically visit the offices of the consumer finance subsidiary and
conduct extensive examinations in order to determine compliance with such laws
and regulations. Such examinations include a review of loans and the collateral
thereof, as well as a check of the procedures employed for making and collecting
loans. Additionally, the consumer finance subsidiary is subject to certain
federal laws which require that certain information relating to credit terms be
disclosed to customers and afford customers in certain instances the right to
rescind transactions.
INSURANCE AGENCIES
The Corporation's insurance agencies are subject to licensing
requirements and extensive regulation under the laws of the United States and
its various states. These laws and regulations are primarily for the benefit of
clients. In all jurisdictions, the applicable laws and regulations are subject
to amendment or interpretation by regulatory authorities. Generally, such
authorities are vested with relatively broad discretion to grant, renew and
revoke licenses and approvals, and to implement regulations. Licenses may be
denied or revoked for various reasons, including the violation of such
regulations, conviction of crimes and the like. Possible sanctions which may be
imposed for violation of regulations include the suspension of individual
employees, limitations on engaging in a particular business for a specified
period of time, revocation of licenses, censures and fines.
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LIFE INSURANCE SUBSIDIARY
Penn-Ohio is subject to examination on a triennial basis by the Arizona
Department of Insurance. Representatives of the Department of Insurance will
periodically determine whether Penn-Ohio has maintained required reserves,
established adequate deposits under a reinsurance agreement and complied with
reporting requirements under Arizona statutes.
GOVERNMENTAL POLICIES
The operations of the Corporation and its subsidiaries are affected not
only by general economic conditions, but also by the policies of various
regulatory authorities. In particular, the FRB regulates money and credit and
interest rates in order to influence general economic conditions. These policies
have a significant influence on overall growth and distribution of loans,
investments and deposits and affect interest rates charged on loans or paid for
time and savings deposits. FRB monetary policies have had a significant effect
on the operating results of all financial institutions in the past and may
continue to do so in the future.
STATISTICAL DISCLOSURE
Statistical disclosure information regarding the Corporation is included
in the Management's Discussion and Analysis, which is incorporated by reference
to the Corporation's Annual Report to Stockholders (see Part II, Item 7 below).
The following information is contained therein:
I. Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential
II. Investment Portfolio
III. Loan Portfolio
IV. Summary of Loan Loss Experience
V. Deposits
VI. Return on Equity and Assets
VII. Short-Term Borrowings
ITEM 2. PROPERTIES
The Corporation operates a six-story building in Hermitage, Pennsylvania
which serves as its northern executive offices and shares this facility with its
lead banking affiliate, First National Bank of Pennsylvania. The Corporation
also owns an eight-story building in Naples, Florida, which serves as its
Florida executive and administrative offices and shares this facility with First
National Bank of Naples.
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The banking and consumer finance subsidiaries' branch offices are
located in 23 counties in Pennsylvania, 4 counties in southwestern Florida, 10
counties in northern and central Tennessee, 6 counties in eastern Ohio, 1 county
in southwestern Kentucky and 1 county in western New York. At December 31, 1999,
the Corporation's subsidiaries owned 59 of the Corporation's 137 offices and
leased the remaining 78 offices under operating leases expiring at various dates
through the year 2020. For additional information regarding the lease
commitments, see the Premises and Equipment footnote in the Annual Report to
Shareholders.
ITEM 3. LEGAL PROCEEDINGS
The Corporation and persons to whom the Corporation may have
indemnification obligations, in the normal course of business are subject to
various pending and threatened lawsuits in which claims for monetary damages are
asserted. Management, after consultation with legal counsel, does not at the
present time anticipate the ultimate aggregate liability, if any arising out of
such lawsuits will have a material adverse effect on the Corporation's financial
position. At the present time, management is not in a position to determine
whether any pending or threatened litigation will have a material adverse effect
on the Corporation's results of operation in any future reporting period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of 1999.
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PART II
Information relating to Items 5, 6, 7 and 8 is provided in the
Corporation's 1999 Annual Report to Stockholders under the captions and on the
pages indicated below, and is incorporated herein by reference:
PAGES IN 1999
ANNUAL REPORT
CAPTION IN 1999 ANNUAL REPORT TO STOCKHOLDERS TO STOCKHOLDERS
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS 42
ITEM 6. SELECTED FINANCIAL DATA 28
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 30-41
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 33-35
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 1-27,29
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
II-1
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to this item, except for Kevin C. Hale, is provided
in the Corporation's definitive proxy statement filed with the Securities and
Exchange Commission in connection with its annual meeting of stockholders to be
held April 17, 2000. Such information is incorporated herein by reference. Kevin
C. Hale is Executive Vice President - Chief Operating Officer, Florida Division
of F.N.B. Corporation. Previously, he was Senior Executive Vice President, Sun
Trust Bank of South Florida (1999-2000) and President and Chief Operating
Officer of Sun Trust Bank of Southwest Florida (1994-1999).
ITEM 11. EXECUTIVE COMPENSATION
Information relating to this item is provided in the Corporation's
definitive proxy statement filed with the Securities and Exchange Commission in
connection with its annual meeting of stockholders to be held April 17, 2000.
Such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information relating to this item is provided in the Corporation's
definitive proxy statement filed with the Securities and Exchange Commission in
connection with its annual meeting of stockholders to be held April 17, 2000.
Such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information relating to this item is provided in the Corporation's
definitive proxy statement filed with the Securities and Exchange Commission in
connection with its annual meeting of stockholders to be held April 17, 2000.
Such information is incorporated herein by reference.
III-1
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
The following consolidated financial statements of F.N.B. Corporation
and subsidiaries and report of independent auditors, included in the
Corporation's 1999 Annual Report to Stockholders, are incorporated
herein by reference:
PAGES IN 1999
ANNUAL REPORT
TO STOCKHOLDERS
Consolidated Balance Sheet 1
Consolidated Income Statement 2
Consolidated Statement of Stockholders' Equity 3
Consolidated Statement of Cash Flows 4
Notes to Consolidated Financial Statements 5 - 27
Report of Independent Auditors 27
Quarterly Earnings Summary 29
(a) 2. FINANCIAL STATEMENT SCHEDULES
All Schedules are omitted because they are not applicable.
(a) 3. EXHIBITS
The exhibits filed or incorporated by reference as a part of this
report are listed in the Index to Exhibits which appears at page IV-5
and are incorporated by reference.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of 1999.
IV-1
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
F.N.B. CORPORATION
By /s/ Peter Mortensen
-----------------------------------
Peter Mortensen, Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Peter Mortensen Chairman, Chief Executive March 13, 2000
- ---------------------------------- Officer and Director
Peter Mortensen (Principal Executive Officer)
/s/ Stephen J. Gurgovits Vice Chairman and Director March 13, 2000
- ----------------------------------
Stephen J. Gurgovits
/s/ Gary L. Tice President, Chief Operating March 13, 2000
- ---------------------------------- Officer and Director
Gary L. Tice
/s/ William J. Rundorff Executive Vice President March 13, 2000
- ----------------------------------
William J. Rundorff
/s/ John D. Waters Vice President and Chief March 13, 2000
- ---------------------------------- Financial Officer (Principal
John D. Waters Financial and Accounting
Officer)
Director
- ----------------------------------
W. Richard Blackwood
Director
- ----------------------------------
Alan C. Bomstein
/s/ William B. Campbell Director March 13, 2000
- ----------------------------------
William B. Campbell
/s/ Charles T. Cricks Director March 13, 2000
- ----------------------------------
Charles T. Cricks
IV-2
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/s/ Henry M. Ekker Director March 13, 2000
- ----------------------------------
Henry M. Ekker
Director
- ----------------------------------
James S. Lindsay
/s/ Paul P. Lynch Director March 13, 2000
- ----------------------------------
Paul P. Lynch
Director
- ----------------------------------
Edward J. Mace
/s/ Robert S. Moss Director March 13, 2000
- ----------------------------------
Robert S. Moss
Director
- ----------------------------------
Richard C. Myers
Director
- ----------------------------------
William A. Quinn
Director
- ----------------------------------
George A. Seeds
/s/ William J. Strimbu Director March 13, 2000
- ----------------------------------
William J. Strimbu
/s/ Archie O. Wallace Director March 13, 2000
- ----------------------------------
Archie O. Wallace
/s/ James T. Weller Director March 13, 2000
- ----------------------------------
James T. Weller
/s/ Eric J. Werner Director March 13, 2000
- ----------------------------------
Eric J. Werner
/s/ R. Benjamin Wiley Director March 13, 2000
- ----------------------------------
R. Benjamin Wiley
/s/ Donna C. Winner Director March 13, 2000
- ----------------------------------
Donna C. Winner
IV-3
17
INDEX TO EXHIBITS
The following exhibits are filed or incorporated by reference as part of
this report:
3.1. Restated Articles of Incorporation of the Corporation as currently in
effect and any amendments thereto. (incorporated by reference to
Exhibit 3.1. of the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996).
3.2. By-laws of the Corporation as currently in effect. (incorporated by
reference to Exhibit 4 of the Corporation's Form 10-Q for the quarter
ended June 30, 1994).
4 The rights of holders of equity securities are defined in portions of
the Restated Articles of Incorporation and By-laws. The Restated
Articles of Incorporation are incorporated by reference to Exhibit 3.1.
of the registrant's Form 10-K for the year ended December 31, 1996. The
By-laws are incorporated by reference to Exhibit 4 of the registrant's
Form 10-Q for the quarter ended June 30, 1994. A designation statement
defining the rights of F.N.B. Corporation Series A - Cumulative
Convertible Preferred Stock is incorporated by reference to Form S-14,
Registration Statement of F.N.B. Corporation, File No. 2-96404. A
designation statement defining the rights of F.N.B. Corporation Series
B - Cumulative Convertible Preferred Stock is incorporated by reference
to Exhibit 4 of the registrant's Form 10-Q for the quarter ended June
30, 1992. The Corporation agrees to furnish to the Commission upon
request copies of all instruments not filed herewith defining the
rights of holders of long-term debt of the Corporation and its
subsidiaries.
10.1. Form of agreement regarding deferred payment of directors' fees by
First National Bank of Pennsylvania. (incorporated by reference to
Exhibit 10.1. of the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993).
10.2. Form of agreement regarding deferred payment of directors' fees by
F.N.B. Corporation. (incorporated by reference to Exhibit 10.2. of the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993).
10.3. Form of Deferred Compensation Agreement by and between First National
Bank of Pennsylvania and four of its executive officers. (incorporated
by reference to Exhibit 10.3. of the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993).
10.4. Revised and Restated Amendment No. 2 to Employment Agreement between
F.N.B. Corporation and Peter Mortensen. (incorporated by reference to
Exhibit 10.5. of the Corporation's Form 10-Q for the quarter ended
September 30, 1996). Continuation of Employment Agreement.
(incorporated by reference to Exhibit 10.4. of the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1998).
10.5. Employment Agreement between F.N.B. Corporation and Stephen J.
Gurgovits. (incorporated by reference to Exhibit 10.5. of the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1998).
IV-4
18
10.6. Employment Agreement between F.N.B. Corporation and William J.
Rundorff. (incorporated by reference to exhibit 10.9 of the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991). Amendment No. 2 to Employment Agreement.
(incorporated by reference to Exhibit 10.8. of the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995).
10.7. Basic Retirement Plan (formerly the Supplemental Executive Retirement
Plan) of F.N.B. Corporation effective January 1, 1992. (incorporated by
reference to Exhibit 10.9. of the Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1993).
10.8. F.N.B. Corporation 1990 Stock Option Plan as amended effective February
2, 1996. (incorporated by reference to Exhibit 10.10. of the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995).
10.9. F.N.B. Corporation Restricted Stock Bonus Plan dated January 1, 1994.
(incorporated by reference to Exhibit 10.11. of the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993).
10.10. Employment Agreement between F.N.B. Corporation and John D. Waters.
(incorporated by reference to Exhibit 10.13. of the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995).
10.11. F.N.B. Corporation Restricted Stock and Incentive Bonus Plan.
(incorporated by reference to Exhibit 10.13. of the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995).
10.12. F.N.B. Corporation 1996 Stock Option Plan. (incorporated by reference
to Exhibit 10.13. of the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995).
10.13. F.N.B. Corporation Director's Compensation Plan. (incorporated by
reference to Exhibit 10.13. of the Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1995).
10.14. F.N.B. Corporation 1998 Director's Stock Option Plan. (incorporated by
reference to Exhibit 10.14. of the Corporation's Annual Report on Form
10-K for the year ended December 31, 1998).
10.15. Employment Agreement between F.N.B. Corporation and Gary L. Tice.
(incorporated by reference to Exhibit 10.1. of the Corporation's Form
10-Q for the quarter ended June 30, 1999).
13 Annual Report to Stockholders. (filed herewith).
21 Subsidiaries of the Registrant. (filed herewith).
23.1 Consent of Ernst & Young LLP, Independent Auditors. (filed herewith).
23.2 Consent of Hacker, Johnson, Cohen & Grieb PA, Independent Auditors.
(filed herewith).
23.3 Consent of Bobbitt, Pittenger & Company, Independent Auditors. (filed
herewith).
27 Financial Data Schedule. (filed herewith).
IV-5
19
99.1 Report of Independent Auditors, Hacker, Johnson, Cohen & Grieb PA for
the 1997 Audits of Seminole Bank. (filed herewith).
99.2 Report of Independent Auditors, Hacker, Johnson, Cohen & Grieb PA for
the 1997 Audit of Citizens Holding Corporation and Subsidiaries. (filed
herewith).
99.3 Report of Independent Auditors, Bobbitt, Pittenger & Company for the
1998 and 1997 Audits of Guaranty Bank & Trust Company. (filed
herewith).
IV-6