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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, 1998
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
---------
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 preceding 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 28, 1999, 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 $441,494,979.
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
As of February 28, 1999, the registrant had outstanding 19,199,000 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, 1998 I & II
Definitive proxy statement for the 1999 Annual
Meeting of Stockholders to be held on April 28, 1999 III
3
FORM 10-K
1998
INDEX
PART I
PAGE
Item 1. Business
General I-2
Statistical Disclosure I-8
Item 2. Properties I-8
Item 3. Legal Proceedings I-8
Item 4. Submission of Matters to a Vote of Security Holders I-8
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-5
I-1
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PART I
ITEM 1. BUSINESS
GENERAL
F.N.B. Corporation (the Corporation) was formed in 1974 as a bank
holding company. The Corporation has one reportable business segment: community
banking. Refer to "Business Segments" on page 23 of the Annual Report to
Shareholders for the year ended December 31, 1998, which is incorporated by
reference. As of December 31, 1998, the Corporation owned and operated nine
community banks and one consumer finance company in Pennsylvania, southwestern
Florida, eastern Ohio and western New York. 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
1998, the Corporation acquired West Coast Bank (West Coast), Seminole Bank and
Citizens Holding Corporation, located in Sarasota, Seminole and Clearwater,
Florida, respectively. On January 13, 1999, the Corporation completed its
affiliation with Guaranty Bank & Trust (Guaranty), located in Venice, Florida.
Guaranty was merged with an existing affiliate, West Coast, to form West Coast
Guaranty Bank, N.A. The merger was accounted for as a pooling of interests.
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 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.
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.
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Following is information as of December 31, 1998 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........................ $1,229,283 $1,075,911 36
First National Bank of Naples (Est. 1988)
Naples, Florida................................ 664,500 519,109 7
First National Bank of Florida (Est. 1997)
Clearwater, Florida............................ 325,330 280,360 12
Cape Coral National Bank (Est. 1994)
Cape Coral, Florida............................ 301,056 271,987 5
West Coast Guaranty Bank, N.A. (Est. 1999)*
Sarasota, Florida.............................. 273,410 235,951 7
Metropolitan National Bank (Est. 1922)
Youngstown, Ohio............................... 246,696 216,388 8
Reeves Bank (Est. 1868)
Beaver Falls, Pennsylvania..................... 143,972 130,880 8
First National Bank of Fort Myers (Est. 1989)
Fort Myers, Florida............................ 82,998 74,623 2
First County Bank, N.A. (Est. 1987)
Chardon, Ohio.................................. 62,210 57,527 3
---------- ---------- --
$3,329,455 $2,862,736 88
========== ========== ==
CONSUMER FINANCE SUBSIDIARY:
Regency Finance Company (Est. 1927)
Hermitage, Pennsylvania........................ $ 88,154 34
========== ==
* Result of the merger of West Coast Bank and Guaranty Bank and Trust
Company, which was affiliated with the Corporation on January 13, 1999.
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.
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.
I-3
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In addition, First National Trust Company, a national trust company
formed in January 1999, provides a broad range of personal and corporate
fiduciary services, including the administration of decedent and trust estates.
As of December 31, 1998, trust assets under management totaled $670.0 million.
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 122
offices in 34 counties in Pennsylvania, southwestern Florida, eastern Ohio 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.
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 28, 1999, the Corporation and its subsidiaries had 1,359
full-time and 293 part-time employees. Management of the Corporation considers
its relationship with its employees to be satisfactory.
I-4
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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.
The BHCA also prohibits a bank holding company, with certain exceptions,
from acquiring more than 5% of the voting shares of any company that is not a
bank and from engaging in any business other than banking or managing or
controlling banks. Under the BHCA, the FRB is authorized to approve the
ownership of shares by a bank holding company in any company, the activities of
which the Federal Reserve has determined to be so closely related to banking or
to managing or controlling banks as to be a proper incident thereto. The FRB has
by regulation determined that certain activities are closely related to banking
within the meaning of the BHCA. These activities, which are listed in Regulation
Y of the FRB regulations, include: operating a mortgage company, finance
company, credit card company or factoring company; performing certain data
processing operations; providing investment and finance advice; and acting as an
insurance agent for certain types of credit-related insurance.
I-5
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Activities which the FRB has approved by order in connection with
specific applications by bank holding companies include the operation of a
credit card bank or other non-bank banks, certain expanded student loan
servicing activities, the buying and selling of gold and silver bullion and
silver coin for the account of customers and for itself, the provision of
certain financial office services, the printing and sale of checks and similar
documents, underwriting and dealing in commercial paper, certain municipal
revenue bonds and one to four family mortgage backed securities, subject to
certain conditions, and underwriting and dealing in corporate debt or equity
securities, subject to certain conditions. Bank holding companies also are
permitted to acquire savings associations subject to the applicable requirements
of the BHCA.
In approving acquisitions by bank holding companies of banks and
companies engaged in banking-related activities, 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.
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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CONSUMER FINANCE SUBSIDIARY
The Corporation's consumer finance subsidiary is subject to regulation
under Pennsylvania, Ohio 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 Ohio Division of Consumer Finance 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.
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.
I-7
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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.
The banking and consumer finance subsidiaries' branch offices are
located in 23 counties in Pennsylvania, 6 counties in eastern Ohio, 4 counties
in southwestern Florida and 1 county in western New York. At December 31, 1998,
the Corporation's subsidiaries owned 57 of the Corporation's 117 branch
locations and leased the remaining 60 branch locations under operating leases
expiring at various dates through the year 2010. For additional information
regarding the lease commitments, see the Premises and Equipment footnote in the
Annual Report to Shareholders.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Corporation
or any of its subsidiaries is a party, or of which any of their property is the
subject, except ordinary routine proceedings which are incidental to the
ordinary conduct of business. In the opinion of management, pending legal
proceedings will not have a material adverse effect on the consolidated
financial position of the Corporation and its subsidiaries.
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 1998.
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PART II
Information relating to Items 5, 6, 7 and 8 is provided in the
Corporation's 1998 Annual Report to Stockholders under the captions and on the
pages indicated below, and is incorporated herein by reference:
PAGES IN 1998
ANNUAL REPORT
CAPTION IN 1998 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
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 directors of the Corporation 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 28, 1999. Such information is incorporated herein by reference.
Information relating to executive officers of the Corporation is provided in
Part I.
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 28, 1999.
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 28, 1999.
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 28, 1999.
Such information is incorporated herein by reference.
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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 1998 Annual Report to Stockholders,
are incorporated herein by reference:
PAGES IN 1998
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
A Report on Form 8-K, dated October 29, 1998, was filed by the
Corporation. The Form 8-K included Audited Supplemental
Consolidated Financial Statements for the years ended December
31, 1997, 1996 and 1995 with Report of Independent Auditors and
Management's Discussion and Analysis giving effect to the merger
of the Corporation and Citizens Holding Corporation on a
pooling-of-interests basis.
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 2, 1999
- --------------------------- Officer and Director
Peter Mortensen (Principal Executive Officer)
/s/ Stephen J. Gurgovits Vice Chairman and Director March 2, 1999
- ---------------------------
Stephen J. Gurgovits
/s/ Gary L. Tice President, Chief Operating March 2, 1999
- --------------------------- Officer and Director
Gary L. Tice
/s/ William J. Rundorff Executive Vice President March 2, 1999
- ---------------------------
William J. Rundorff
/s/ John D. Waters Vice President and Chief March 2, 1999
- --------------------------- Financial Officer (Principal
John D. Waters Financial and Accounting Officer)
- --------------------------- Director
W. Richard Blackwood
- --------------------------- Director
Alan C. Bomstein
/s/ William B. Campbell Director March 2, 1999
- ---------------------------
William B. Campbell
/s/ Charles T. Cricks Director March 2, 1999
- ---------------------------
Charles T. Cricks
IV-2
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Director
- ---------------------------
Henry M. Ekker
/s/ Thomas W. Hodge Director March 2, 1999
- ---------------------------
Thomas W. Hodge
/s/ James S. Lindsay Director March 2, 1999
- ---------------------------
James S. Lindsay
/s/ Paul P. Lynch Director March 2, 1999
- ---------------------------
Paul P. Lynch
/s/ Edward J. Mace Director March 2, 1999
- ---------------------------
Edward J. Mace
Director
- ---------------------------
Robert S. Moss
/s/ Richard C. Myers Director March 2, 1999
- ---------------------------
Richard C. Myers
Director
- ---------------------------
William A. Quinn
Director
- ---------------------------
George A. Seeds
/s/ William J. Strimbu Director March 2, 1999
- ---------------------------
William J. Strimbu
Director
- ---------------------------
Archie O. Wallace
/s/ Joseph M. Walton Director March 2, 1999
- ---------------------------
Joseph M. Walton
Director
- ---------------------------
James T. Weller
/s/ Eric J. Werner Director March 2, 1999
- ---------------------------
Eric J. Werner
IV-3
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/s/ R. Benjamin Wiley Director March 2, 1999
- ---------------------------
R. Benjamin Wiley
/s/ Donna C. Winner Director March 2, 1999
- ---------------------------
Donna C. Winner
IV-4
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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.
(filed herewith).
10.5. Employment Agreement between F.N.B. Corporation and Stephen J.
Gurgovits. (filed herewith).
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).
IV-5
18
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. (filed
herewith).
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 Hill, Barth & King, Independent Auditors.
(filed herewith).
23.3 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
(filed herewith).
23.4 Consent of Hacker, Johnson, Cohen & Grieg PA, Independent Auditors.
(filed herewith).
27 Financial Data Schedule. (filed herewith).
99.1 Report of Independent Auditors, Hill, Barth & King, Inc. for the
1996 audit of Southwest Banks, Inc. (filed herewith).
99.2 Report of Independent Auditors, PricewaterhouseCoopers LLP for the
1996 audit of West Coast Bancorp, Inc. (Filed herewith).
99.3 Report of Independent Auditors, Hacker, Johnson, Cohen & Grieb PA
for the 1997 and 1996 Audits of Seminole Bank. (filed herewith).
99.4 Report of Independent Auditors, Hacker, Johnson, Cohen & Grieb PA
for the 1997 and 1996 Audits of Citizens Holding Corporation and
Subsidiaries. (filed herewith).
IV-6