<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
</TABLE>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
F.N.B. Corporation
--------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (check the appropriate box):
<TABLE>
<S> <C> <C>
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies:
------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
</TABLE>
<PAGE> 2
[F.N.B. LETTERHEAD]
March 13, 2000
Dear Shareholder:
It is a pleasure to invite you to attend the Annual Meeting of
Shareholders of F.N.B. Corporation. The meeting will be held at the Naples Beach
Hotel, located at 851 Gulf Shore Boulevard North, Naples, Florida 34102, on
Monday, April 17, 2000, at 4:00 p.m.
At the meeting, you will be asked to consider and vote upon the
election of four directors.
Your vote is important regardless of how many shares of stock you own.
If you hold stock in more than one account or name, you will receive a proxy
card for each. Please sign and return each card since they represent a separate
number of votes. Postage paid envelopes are provided for your convenience.
You are cordially invited to attend the Annual Meeting. Please indicate
on the proxy card whether you plan to attend the Annual Meeting.
Regardless of whether you plan to attend, please date and return the
enclosed proxy card(s) as soon as possible. This will not prevent you from
voting at the meeting, but will assure that your vote is counted if you are
unable to attend.
As always, the directors, management and staff thank you for your
continued support and interest in F.N.B. Corporation.
Sincerely,
/s/ Peter Mortensen
Peter Mortensen
Chairman and Chief Executive Officer
<PAGE> 3
[F.N.B. CORPORATION LOGO]
F.N.B. CORPORATION
---------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------------------------------------------
Notice is hereby given that the Annual Meeting of Shareholders of
F.N.B. Corporation (the "Corporation") will be held at the Naples Beach Hotel,
located at 851 Gulf Shore Boulevard North, Naples, Florida 34102, on Monday,
April 17, 2000, at 4:00 p.m. Eastern Daylight Time, for the following purposes:
1. To elect four (4) directors of the Corporation; and
2. To transact such other business as may properly come before
the Annual Meeting and any adjournments thereof.
As of the date of this Notice, the Board of Directors of the
Corporation does not know of any other business to be transacted at the Annual
Meeting.
Only the holders of Common Stock and Series A Preferred Stock of the
Corporation of record on the books of the Corporation at the close of business
on February 18, 2000, are entitled to notice of and to vote at the Annual
Meeting and any adjournments thereof.
Enclosed with this Notice are a Proxy Statement and form of proxy. All
shareholders, whether or not they expect to be present at the meeting, are
requested to date and sign the proxy and to return it in the enclosed
self-addressed envelope. Prompt compliance with this request will be
appreciated. Shareholders who attend the meeting may, if they wish, vote in
person even if they have mailed their proxies.
BY ORDER OF THE BOARD OF DIRECTORS
David B. Mogle, Secretary
March 13, 2000
<PAGE> 4
March 13, 2000
[F.N.B. CORPORATION LOGO]
---------------------------------------------------
F.N.B. CORPORATION
ONE F.N.B. BOULEVARD
HERMITAGE, PENNSYLVANIA 16148-3363
---------------------------------------------------
PROXY STATEMENT
The accompanying proxy is being solicited by F.N.B. Corporation (the
"Corporation") in connection with the Annual Meeting of Shareholders to be held
on April 17, 2000, pursuant to the preceding Notice of Annual Meeting. The
approximate date on which this proxy statement and the accompanying form of
proxy are first being sent to shareholders of the Corporation is March 13, 2000.
If the proxy is executed and returned, it may nevertheless be revoked by written
notice to the Secretary of the Corporation at any time prior to the voting
thereof or in open meeting, or by voting in person at the Annual Meeting. Unless
the proxy is revoked or contains other instructions, the shares represented
thereby will be voted at the meeting in favor of the election of the persons
named below as directors.
The Board of Directors has fixed February 18, 2000, as the record date
for determination of shareholders entitled to notice of and to vote at the
Annual Meeting. As of that date, the Corporation had outstanding 20,807,627
shares of Common Stock, 19,848 shares of Series A Cumulative Convertible
Preferred Stock ("Series A Preferred Stock") and 182,688 shares of Series B
Cumulative Convertible Preferred Stock ("Series B Preferred Stock"). The holders
of a majority of the shares outstanding and entitled to vote, present in person
or represented by proxy, constitute a quorum for the meeting. Holders of Common
Stock are entitled to one vote for each share held and holders of Series A
Preferred Stock are entitled to 5.9 votes for each share held. Holders of Series
B Preferred Stock have no voting rights with respect to their shares of Series B
Preferred Stock.
ELECTION OF DIRECTORS
The Bylaws of the Corporation provide that the Board of Directors shall
consist of not fewer than five nor more than 25 persons, the exact number to be
determined from time to time by the Board. The number of directors has been
fixed at 19 by the Board of Directors. Proxies will not be voted for a greater
number of persons than the number of nominees set forth below. Directors are
elected by a plurality of the votes actually cast at the meeting. Abstentions
and shares held in "street" name that are not cast at the meeting are not
counted. Neither the holders of Common Stock nor the holders of Series A
Preferred Stock have cumulative voting rights in the election of directors.
The Bylaws of the Corporation also provide for classification of the
directors with respect to the time for which they shall severally hold office.
The Board is divided into four classes with the term of office of the directors
of each class to expire at the fourth annual meeting after their election. At
each succeeding annual meeting of shareholders, successors to the directors of
the class whose term expires are elected. Each director shall hold office for
the term for which he/she is elected and thereafter until his/her successor is
duly elected and qualified or until his/her earlier death, resignation or
removal.
<PAGE> 5
W. Richard Blackwood, William B. Campbell, Stephen J. Gurgovits and
Donna C. Winner, all of whom have expressed their willingness to serve, have
been nominated for election as directors of the Corporation to hold office for
the term described and until their successors are elected and have qualified.
All of the nominees are presently Directors of the Corporation. In the event one
or more of such persons is unable or unwilling to serve as a director for any
reason (and the Corporation knows of no such reason), the persons named in the
enclosed proxy will vote for the other nominees named and such substituted
nominees as may be nominated by the Board of Directors. Directors Richard C.
Myers and George A. Seeds, whose terms expire this year, are retiring from the
Board of Directors after three and eight years, respectively, of service on the
Corporation Board. Mr. Myers will continue as a Director of First National Bank
of Naples, a subsidiary of the Corporation.
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
Information concerning directors and executive officers is set forth
below. The principal occupation of each director and executive officer as of the
date hereof and for the past five years is included in the table. The
information concerning beneficial ownership of Common Stock and Series B
Preferred Stock is based upon information received as of February 18, 2000. No
director or executive officer of the Corporation is the beneficial owner of any
shares of Series A Preferred Stock.
<TABLE>
<CAPTION>
Amount and
Amount and Nature of
Nature of Beneficial
Expiration Beneficial Ownership
of Term of Ownership of Percent of Series B Percent
Name and Director Office as Common Stock of Preferred of
Principal Occupation Age Since Director (a) (b)(c) Class (d) Stock (e) Class (d)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PETER MORTENSEN 64 1974 2002 182,001(f) 0
Chairman & Chief Executive Officer
of the Corporation since 1988; and
Chairman of First National Bank of
Pennsylvania ("FNBPA"), a
subsidiary
STEPHEN J. GURGOVITS 56 1981 2000 97,291(f)(g) 0
Vice Chairman of the Corporation
since 1998; Executive Vice President
of the Corporation 1995-1998;
Senior Vice President of the
Corporation 1988-1995; and
President & Chief Executive Officer
of FNBPA
GARY L. TICE 52 1997 2002 110,976(f)(h) 0
President & Chief Operating Officer
of the Corporation since 1998;
Executive Vice President & Chief
Operating Officer of the Corporation
1997-1998; and Chairman of First
National Bank of Naples
W. RICHARD BLACKWOOD 58 1985 2000 117,817 8,100 4.4
President, Harry Blackwood Inc.
(insurance and real estate)
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
Amount and
Amount and Nature of
Nature of Beneficial
Expiration Beneficial Ownership
of Term of Ownership of Percent of Series B Percent
Name and Director Office as Common Stock of Preferred of
Principal Occupation Age Since Director (a) (b)(c) Class (d) Stock (e) Class (d)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ALAN C. BOMSTEIN 54 1999 2001 36,354 0
President and Chief Executive
Officer, Creative Contractors, Inc.
WILLIAM B. CAMPBELL 61 1975 2000 69,740(i)(j) 0
Retired Business Executive
CHARLES T. CRICKS 50 1994 2001 46,956(k) 0
Principal, Starboard Ventures;
Executive Vice President and Chief
Operating Officer, Health Care
Solutions, Inc. 1996-1998; President,
Greenwood Division of Thrift Drugs
1995-1996
HENRY M. EKKER, ESQ. 61 1994 2001 17,644 0
Attorney at Law, Partner of Ekker,
Kuster & McConnell
JAMES S. LINDSAY 51 1997 2001 119,347(l) 0
Managing Partner, Dor-J's
Partnership; Licensed Real Estate
Broker, The Lindsay Company
PAUL P. LYNCH 48 1991 2001 112,188(m) 200
Attorney at Law, Partner of Lynch &
Gallitto; President & Chief Executive
Officer, Paul Lynch Investments, Inc.
EDWARD J. MACE 43 1997 2002 97,378(n) 0
Edward J. Mace, Certified Public
Accountant; Chief Operating
Officer, Ribek Corporation
ROBERT S. MOSS 62 1994 2002 16,157(o) 0
Chairman, Associated Contractors of
Conneaut Lake, Inc.
RICHARD C. MYERS 71 1997 2000 80,926(p) 0
Retired Business Executive
WILLIAM A. QUINN 71 1974 2002 5,353 0
Retired Vice President of the
Corporation; and Retired Executive
Vice President & Cashier of FNBPA
GEORGE A. SEEDS 69 1992 2000 11,492 0
Retired Business Executive
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
Amount and
Amount and Nature of
Nature of Beneficial
Expiration Beneficial Ownership
of Term of Ownership of Percent of Series B Percent
Name and Director Office as Common Stock of Preferred of
Principal Occupation Age Since Director (a) (b)(c) Class (d) Stock (e) Class (d)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
WILLIAM J. STRIMBU 39 1995 2003 45,819 0
President, Nick Strimbu, Inc.
(common carrier)
ARCHIE O. WALLACE, ESQ. 65 1992 2003 25,998 0
Attorney at Law, Partner of Rowley,
Wallace, Keck, Karson & St. John
JAMES T. WELLER 69 1975 2003 38,222(q) 0
Chairman, Liberty Steel Products,
Inc. (steel processor)
ERIC J. WERNER, ESQ. 37 1995 2003 9,126(r) 0
Chief Administrative Officer,
General Counsel & Secretary,
Werner Co. (Manufacturer of
climbing products and aluminum
extrusions)
R. BENJAMIN WILEY 55 1997 2003 5,120 0
Chief Executive Officer, Greater Erie
Community Action Committee
DONNA C. WINNER 53 1994 2000 321,928 1.5 0
Co-Owner, The Radisson;
Tara - A Country Inn; The Winner
(clothing store); and Tiffany's
(banquet center)
WILLIAM J. RUNDORFF 51 N/A N/A 49,576(f) 0
Executive Vice President of the
Corporation since 1995; Vice
President of the Corporation 1991-
1995; and Vice President of FNBPA
since 1991
JOHN D. WATERS 53 N/A N/A 33,522(f) 0
Vice President & Chief Financial
Officer of the Corporation and Chief
Financial Officer of FNBPA since 1994
====================================================================================================================================
</TABLE>
All directors, director nominees and executive officers as a group (23 persons),
as the beneficial owners of 1,293,523 shares of the outstanding Common Stock,
owned 6.2% of the Common Stock of the Corporation as of February 18, 2000, and
controlled 6.2% of the outstanding voting power of the Corporation's issued and
outstanding stock.
(a) The term of office for directors expires at the annual meeting to be
held during the year shown.
4
<PAGE> 8
(b) Includes (1) the following shares which the officer or director has the
right to acquire within sixty days upon exercise of stock options
and/or warrants: Mr. Mortensen, 93,927 shares; Mr. Gurgovits, 64,857
shares; Mr. Tice, 57,720 shares; Mr. Rundorff, 45,368 shares; Mr.
Waters, 26,534 shares; Mr. Blackwood, 1,294 shares; Mr. Bomstein, 7,320
shares; Mr. Campbell, 1,603 shares; Mr. Cricks, 1,623 shares; Mr.
Ekker, 1,442 shares; Mr. Lindsay, 8,801 shares; Mr. Lynch, 1,266
shares; Mr. Mace, 2,840 shares; Mr. Moss, 1,266 shares; Mr. Myers,
12,271 shares; Mr. Quinn, 1,335 shares; Mr. Seeds, 1,374 shares; Mr.
Strimbu, 1,195 shares; Mr. Wallace, 1,442 shares; Mr. Weller, 1,410
shares; Mr. Werner, 1,245 shares; Mr. Wiley, 1,233 shares; Mrs. Winner,
1,245 shares; and (2) shares which the officer or director has the
right to acquire by conversion of shares of Series B Preferred Stock.
Shares of Series B Preferred Stock are convertible into shares of
Common Stock at the ratio of 2.3677 shares of Common Stock per share of
Series B Preferred Stock.
(c) Except as otherwise indicated, each director possesses sole voting
power and sole investment power as to all shares listed opposite his or
her name or shares these powers with his or her spouse or a wholly
owned company. This does not include the following shares held of
record by the director's spouse or children, or held in trust, and as
to which each director disclaims beneficial ownership: Mr. Mortensen,
309 shares; Mr. Lindsay, 8,567 shares; Mr. Tice, 855 shares; and Mr.
Weller, 48,520 shares.
(d) Unless otherwise indicated, represents less than 1% of the class.
(e) Except as otherwise indicated, each director possesses sole investment
power as to all shares listed opposite his or her name or shares these
powers with his or her spouse or a wholly owned company.
(f) Does not include shares awarded as an employer matching contribution as
a part of the Corporation's 401(k) Plan.
(g) Includes 5,910 shares owned by Mr. Gurgovits' wife as a participant in
her employer's profit sharing program; and 54 shares held by Mr.
Gurgovits as trustee for his daughter.
(h) Includes 1,715 shares jointly owned by Mr. Tice and his two children;
4,222 shares jointly owned by Mr. Tice and his mother; and 5,877 shares
held by the F.N.B. Corporation Salary Savings Plan for Mr. Tice who has
voting power over these shares.
(i) Includes 5,380 shares held in an irrevocable trust by the First
National Trust Company. A committee which includes Mr. Campbell holds
sole voting power over the shares, while the Trust Company possesses
sole investment power over such shares.
(j) Includes 1,704 shares owned by Mr. Campbell's wife.
(k) Includes 2,053 shares held by Mr. Cricks as co-trustee for his daughter
and 8,087 shares held by Mr. Cricks as co-trustee for his mother.
(l) Includes 11,480 shares held by Mr. Lindsay as custodian for his three
children; 73,582 shares owned by Dor-J's Partnership, of which Mr.
Lindsay is the managing partner; and 1,214 shares held by Mr. Lindsay
as trustee for his mother.
(m) Includes 26,351 shares owned by Mr. Lynch's wife and 35,058 shares held
by the Paul and Marcia Lynch Family Trust.
(n) Includes 395 shares held by Mr. Mace as custodian for his three
children; 5,251 shares held by Mr. Mace as trustee for certain
unrelated beneficiaries; 22,191 shares held by the Ribek Corporation
Defined Contribution Pension Trust of which Mr. Mace is a Trustee; and
54,886 shares owned by Ribek Corporation of which Mr. Mace is Chief
Operating Officer.
5
<PAGE> 9
(o) Includes 142 shares owned by Mr. Moss's wife.
(p) Includes 2,175 shares held by Mr. Myers as Trustee for his two sons and
6,523 shares held by Mr. Myers as Trustee for his six grandchildren.
(q) Includes 595 shares owned by Mr. Weller's wife.
(r) Includes 1,111 shares owned by Mr. Werner's wife; 2,458 shares held by
Mr. Werner's wife as custodian for their two children.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Upon review of Forms 3, 4 and 5 furnished to the Corporation during or
with respect to its most recent fiscal year, the Corporation has determined that
no officer, director or 10 percent shareholder of the Corporation failed to
timely file or failed to file a report during 1999 as required by Section 16(a)
of the Securities Exchange Act of 1934, except that Mr. Ekker inadvertently
failed to file, on a timely basis, a report for two transactions.
Directors' Fees
During 1999, each non-employee director was paid an annual retainer of
$12,500, $2,000 for each quarterly Board meeting attended in January and April,
and $2,500 for each quarterly Board meeting attended in July and October. Each
Corporation director was issued stock options during 1999 under the
Corporation's 1998 Directors' Stock Option Plan, which were based on the Board
fees earned during the year. Individual grants to Corporation Directors ranged
from 927 to 1564 stock options with exercise prices equal to the fair market
value of the Corporation's Common Stock on the date of grant. Non-employee
directors who serve on committees were compensated for their attendance at
various committee meetings of the Corporation and its subsidiaries at rates
ranging from $100 to $800 per meeting attended. In addition, Messrs. Mortensen
and Tice are compensated for attendance at certain board and committee meetings
of the Florida affiliates.
Each director of the Corporation may elect to receive shares of common
stock in lieu of cash as their compensation for attendance at regular and
committee meetings of the Board of Directors of the Corporation pursuant to the
F.N.B. Corporation Directors' Compensation Plan (the "Plan"). The number of
shares of common stock to be issued shall equal the number of shares of common
stock that may be purchased with (or having a market value equal to) the amount
of cash otherwise payable to such Director by the Corporation for attendance at
such meetings.
A director may elect to defer receipt of all of his annual fees payable
under the Plan in cash for the period beginning on January 1 of the following
year and continuing until the Corporation receives written notice from the
Director terminating such deferral. Additionally, Messrs. Mortensen and Tice
have elected to participate in this plan by having an amount equal to the
director fees paid to non-employee directors deferred from their base salaries.
6
<PAGE> 10
Business Relationships and Related Transactions
Certain directors and executive officers of the Corporation and its
subsidiaries and their associates were customers of, and had loans outstanding
from, the Corporation's subsidiaries in the ordinary course of business during
1999. Such loans were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other customers of the Corporation's subsidiaries and did not
involve more than the normal risk of collectability.
During 1999, First National Bank of Naples, a subsidiary of the
Corporation purchased a branch facility and leased real estate on which the bank
operates an administrative office and parking facilities from a partnership of
which Mr. Edward J. Mace, a director, is a 25.4% general partner. These
transactions were made substantially on similar terms as those prevailing at the
time for comparable sales and lease transactions in the Naples, Florida area,
and did not involve unfavorable or preferential features.
Board and Committee Meetings
During 1999, the Board of Directors of the Corporation held four
meetings. All directors attended at least 75% of the aggregate number of
meetings of the Board of Directors and the respective committees on which they
serve.
The Board of Directors has an Audit Committee consisting of Messrs.
Lynch, Mace, Moss, Quinn and Werner. Duties of the Audit Committee include
engaging independent auditors, reviewing with the independent auditors the
planning and results of the auditing engagement, reviewing the activities and
recommendations of the Corporation's internal auditors and reviewing the
adequacy of internal accounting controls. The Audit Committee met four times
during 1999.
The Board of Directors has a Compensation Committee which includes
Messrs. Blackwood, Cricks, Lindsay, Seeds and Weller. Mr. Mortensen, Chairman
and Chief Executive Officer of the Corporation, attended meetings of the
Corporation's Compensation Committee, but did not participate or vote in any
deliberations or decision making involving his own compensation. During 1999,
the Compensation Committee met five times. Duties of the Compensation Committee
include reviewing the performance of and establishing compensation for the
officers of F.N.B. Corporation and affiliate chief executive officers; reviewing
and approving the compensation of affiliate senior officers as proposed by
affiliate boards of directors; and reviewing compensation and benefit matters
that have corporate-wide significance. The Compensation Committee also
administers the various Stock Option Plans, the Restricted Stock and Incentive
Bonus Plan and the Directors' Compensation Plan and awards made under these
Plans.
The Board of Directors has a Nominating Committee consisting of Messrs.
Campbell, Mace, Quinn, Seeds and Wallace. During 1999, the Nominating Committee
met four times. The Nominating Committee is responsible for selecting and
recommending to the Board of Directors nominees for election as director. The
Nominating Committee will consider nominees recommended by shareholders of the
Corporation. Such recommendations must be made in writing, include a statement
of the nominee's qualifications, and be addressed to the Nominating Committee at
the address of the Corporation. Shareholders may also nominate persons for
election as directors in accordance with the procedures set forth in the
Corporation's Bylaws. Written notification of such nomination, containing the
required information, must be mailed or delivered to the Secretary of the
Corporation not less than 14 days nor more than 50 days prior to the Annual
Meeting.
7
<PAGE> 11
EXECUTIVE COMPENSATION, BENEFITS AND RELATED MATTERS
REPORT OF COMPENSATION COMMITTEE
To Our Shareholders:
Responsibilities and Composition of the Compensation Committee
The Compensation Committee ("Committee") meets periodically during the
course of the year and establishes compensation programs for executive officers
and senior managers of the Corporation and its affiliates that attract, retain,
motivate and appropriately reward individuals who are responsible for the
Corporation's short- and long-term profitability, growth and return to
shareholders; reviews, oversees and administers the Corporation's executive
compensation programs; determines the compensation of the Corporation's
executive officers; and approves changes to the Corporation's compensation
program and practices. The Committee is comprised entirely of directors who are
not officers of the Corporation or its affiliates. Although Mr. Mortensen,
Chairman and Chief Executive Officer of the Corporation, attended meetings of
the Committee, he did not participate in any deliberations or decision-making
involving his own compensation.
Compensation Philosophy and Objectives
The central objective of the compensation philosophy of the Corporation
is to provide fair and reasonable compensation to all employees, including its
executive officers and senior managers. The Committee maintains that the
compensation of the Corporation's executive officers and senior managers should
be determined in accordance with a performance-based framework that enhances
shareholder value by integrating the overall financial condition and results,
individual contribution, and business unit performance. Within this philosophy,
the Committee's specific objectives are to: (i) provide annual compensation that
takes into account the Corporation's performance relative to its financial goals
and objectives and the performance of functions and business units under the
executive's and senior manager's management and performance against assigned
individual goals; (ii) align the financial interests of the executive officers
with those of shareholders by providing significant equity-based long-term
incentives; and (iii) offer a total compensation program for executive officers
based on the level of responsibility of the executive's position and necessary
skills and experience relative to other senior management positions and
comparative compensation of similarly positioned executives and senior managers
of peer financial institutions.
Specifically, a critical aspect of the committee's compensation
philosophy is that some portion of the executive officer's and senior manager's
total compensation be "at risk." The "at risk" portion is a function of the
executive officer's and senior manager's performance against Corporation,
business unit and individual goals and objectives.
The following two components of executive officer and senior manager
compensation are "at risk": an annual cash bonus based on short-term performance
and stock options as an award for long-term performance. The total cash
compensation opportunities for executive officers and senior managers is
targeted at the median of industry practices among the Corporation's peer group.
In addition, the Corporation's incentive cash and bonus award program provide an
opportunity for stronger rewards when the Corporation's performance exceeds its
financial goals and objectives.
8
<PAGE> 12
Compensation Components and Process
The major components of the Corporation's executive officer and senior
manager compensation are: (i) base salary, (ii) annual incentive awards and
(iii) long-term incentive awards (typically in the form of stock options or
restricted stock).
The process utilized by the Committee in determining executive officer
and senior manager compensation levels for all of these components is based upon
the Committee's subjective judgment and takes into account objective qualitative
and quantitative factors. However, the Committee emphasizes that in determining
executive officer compensation levels, particular attention is placed on tying a
significant portion of executive compensation to the success of the executive
officer and senior manager and the Corporation in meeting predetermined
financial and other performance goals, including performance of the
Corporation's stock.
In making compensation decisions, the Committee relies upon the work
performed by its independent compensation consultant, Strategic Compensation
Planning, Inc. The independent compensation consultant reviewed market data to
determine relevant compensation practices of the Corporation's peer group. The
Corporation's peer group developed by the independent compensation consultant
consisted of national and regional financial institutions and bank holding
companies having between $3 to $5 Billion of banking assets. The Committee
determined that the Corporation's peer group identified by the independent
consultant is reasonable to measure the Corporation's compensation practices
given the Corporation's continued and expected growth. The peer information
provides guidance to the Committee, but the Committee does not target total
compensation or any component thereof to any particular point within, or
outside, the range of the peer group results.
In general, the Committee continues to adjust the mix of base salary,
annual incentive awards and long-term incentives. Specifically, the Committee's
focus is to emphasize the amount of executive compensation that is at risk.
Executive officers received annual cash incentive awards under the Corporation's
Restricted Stock and Incentive Bonus Plan in accordance with the target payout
percentages established by the Committee for 1999.
Long-Term Incentive Awards
The stock-based awards (stock option awards and restricted stock
grants) are generally granted to executive officers and senior managers on an
annual basis. It has been the practice of the Committee to grant stock options
and restricted stock to executive officers and senior management. The stock
option awards cannot be issued with an exercise price below the market price of
the Corporation's common stock at the time of the award and the exercise price
cannot be changed after the award is issued, except to accommodate any
dividends, stock splits or conversions which would affect all shareholders.
The Committee has historically granted stock options as a means of
providing long-term incentives to employees. All stock options granted by the
Corporation under its Stock Option Plan "vest" incrementally over a five-year
period based on the optionee's continued employment by the Corporation or one of
its principal subsidiaries. The Committee therefore based its 1999 decisions
with regard to the stock options granted to its executive officers primarily
upon the total number of options available for grant, the officer's position and
a multiple of the officer's base salary.
The Committee also granted restricted stock in 1999 to certain
individuals under the Corporation's Restricted Stock and Incentive Bonus Plan.
There were no restricted stock grants awarded to the
9
<PAGE> 13
Corporation's Executive Officers during 1999. The restricted stock grants are to
reward individuals who made a particularly important contribution to the
Corporation in 1999. These grants are also a key component of the Committee's
long-term incentive compensation policy because restricted stock granted under
this plan only "vests" incrementally over a five-year period based on the
recipient's continued employment by the Corporation or one of its principal
subsidiaries.
Chief Executive Officer Compensation
In evaluating the compensation of Mr. Peter Mortensen for services
rendered in 1999 as Chairman of the Board as well as Chief Executive Officer of
the Corporation, the Committee examined both quantitative and qualitative
factors.
In examining the relevant quantitative factors, the Committee reviewed
the Corporation's 1999 financial results as compared with those of its peer
group and with the Corporation's financial results for 1998. In determining Mr.
Mortensen's 1999 compensation, the Committee reviewed the following important
criteria concerning the Corporation's 1999 core operating results: (i) net
earnings of $39.3 Million for 1999, an increase of 19% from 1998; (ii) core
operating earnings of approximately $40.6 Million which represents an increase
of approximately 9% from 1998; (iii) 9% growth in total assets in 1999 to $3.7
Billion; (iv) the continuation of the Corporation's exceptional asset quality in
1999; and (v) other quantitative factors. The Committee did not apply any
specific quantitative formula which would assign weights to these performance
measures or establish numerical targets for any given factor.
In addition to the above quantitative considerations, the Committee
reviewed the following 1999 accomplishments of the Corporation that are
qualitative in nature. The Committee favorably assessed the Corporation's
affiliation with Guaranty Bank & Trust Company as a continuation of the
Corporation's successful southwest Florida expansion strategy. The Committee
recognized Mr. Mortensen's innovative leadership in positioning the Corporation
to diversify its product offerings and increase fee income opportunities.
Specifically, the Committee considered the Corporation's continuing efforts to
expand product offerings and enhance income opportunities through the
acquisition of Gelvin, Jackson & Starr, Inc., one of the largest and oldest
independent insurance agencies in northwestern Pennsylvania, and Roger Bouchard
Insurance, Inc., which is one of the largest independent insurance agencies in
Florida and one of the country's top performing insurance agencies.
Additionally, under Mr. Mortensen's stewardship in 1999, the
Corporation significantly expanded the size and geographic scope of its consumer
finance subsidiary, Regency Finance Company, through its acquisition of 11
offices and $50 Million in gross loans in Tennessee and Kentucky.
The Committee's decisions relating to Mr. Mortensen's compensation were
ratified by the Board. Also, consistent with the principles and procedures
outlined in this report, the Committee approved the compensation of the
Corporation's other executive officers for 1999 and said decisions were ratified
by the Board.
Respectfully submitted,
James T. Weller, Chairman
W. Richard Blackwood
Charles T. Cricks
James S. Lindsay
George A. Seeds
10
<PAGE> 14
Compensation Committee Interlocks and Insider Participation
Mr. Mortensen, Chairman and Chief Executive Officer of the Corporation,
attended meetings of the Corporation's Compensation Committee, but did not
participate or vote in any deliberations or decision making involving his own
compensation.
Mr. Mortensen serves on the board of directors of Liberty Steel
Products, Inc., a closely held corporation which is wholly owned by Mr. Weller
and his family. Mr. Weller, a member of the Corporation's Compensation
Committee, is Chairman of Liberty Steel Products, Inc.
Executive Remuneration
The following table sets forth information regarding remuneration paid
by the Corporation and its subsidiaries for the years shown to the Chairman and
Chief Executive Officer of the Corporation and the four other most highly
compensated executive officers of the Corporation whose aggregate annual
remuneration exceeded $100,000 (the "Named Executive Officers").
<TABLE>
<CAPTION>
====================================================================================================================================
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
- ------------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
- ------------------------------------------------------------------------------------------------------------------------------------
Other Restricted Securities
Name and Annual Stock Underlying LTIP All Other
Principal Salary Bonus(1) Compensation(2) Award Options(3)(4) Payouts Compensation
Position Year ($) ($) ($) ($) (#) ($) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter Mortensen 1999 530,000 416,000 None 77,928 None 57,698(5)(6)
Chairman and Chief 1998 450,000 250,000 None 24,939 None 49,053
Executive Officer 1997 378,000 347,800 57,799 266,256 25,954 None 105,083
Stephen J. Gurgovits 1999 315,000 236,000 None 34,080 None 15,851(5)(6)
Vice Chairman 1998 290,004 126,842 None 13,776 None 14,435
1997 265,008 201,901 127,500 14,914 None 38,798
Gary L. Tice 1999 340,000 223,000 None 36,647 None 163,855(5)(6)
President and Chief 1998 305,297 137,000 45,567 191,260 35,826 None 139,792
Operating Officer 1997 243,457 183,600 56,330 None None None 154,087
William J. Rundorff 1999 214,992 126,000 None 17,663 None 11,338(5)(6)
Executive Vice 1998 200,004 90,000 None 9,500 None 10,927
President 1997 179,004 134,300 80,502 7,845 None 15,707
John D. Waters 1999 205,008 106,000 None 16,840 None 13,387(5)(6)
Vice President and 1998 190,008 81,000 None 9,025 None 13,610
Chief Financial Officer 1997 155,004 124,300 10,000 12,670 None 5,670
====================================================================================================================================
</TABLE>
11
<PAGE> 15
(1) Amount earned by the officer as a cash incentive bonus under the Restricted
Stock and Incentive Bonus Plan.
(2) The aggregate amount of payments made to each officer for perquisites or
other personal benefits did not exceed 10% of salary and bonus except that
in 1998, Mr. Tice received a car allowance of $15,420, country club
memberships of $12,647 and directors' fees of $17,500. In 1997, Mr.
Mortensen received country club memberships of $37,554, and Mr. Tice
received a car allowance of $14,892, country club memberships of $20,688
and directors' fees of $20,750.
(3) Aggregate restricted stock holdings in terms of number of shares and dollar
value as of December 31, 1999 for each named executive officer were as
follows: Mr. Mortensen: 8,377, $185,606; Mr. Gurgovits: 4,012, $88,891; Mr.
Tice: 5,102, $113,051; Mr. Rundorff: 2,533, $56,128; and Mr. Waters: 567,
$12,554.
(4) Total number of shares of restricted stock granted to Messrs. Mortensen,
Gurgovits, Tice, Rundorff and Waters, respectively: 1999 - 0, 0, 0, 0 and
0; 1998 - 0, 0, 5,494, 0, and 0; 1997 - 11,210, 5,368, 0, 3,389, and 421.
All such restricted stock grants vest 20% each year on the first through
fifth anniversaries of the grant date. Dividends in the form of stock are
paid on all restricted stock granted to the named executive officers.
(5) Includes the following amounts paid or accrued by the Corporation for 1999
under the following programs to Messrs. Mortensen, Gurgovits, Tice,
Rundorff and Waters, respectively: 401(k) Plan (employer matching
contributions), $4,800, $4,800, $14,600, $4,800 and $4,800; Basic
Retirement Plan (employer matching contributions relating to 401(k) Plan),
$4,451, $1,000, $7,297, $1,408 and $2,565; Supplemental Disability, $8,357,
$5,102, $8,969, $0 and $0.
(6) Includes the following amounts which represent the present value of imputed
interest on the Corporation's portion of split dollar life insurance
premiums paid during 1999: Mr. Mortensen, $40,090; Mr. Gurgovits, $4,950;
Mr. Tice, $131,826; Mr. Rundorff, $5,130; and Mr. Waters, $6,022. These
premiums will be returned to the Corporation upon the earlier of either the
death of the covered employee or termination of the policy.
Deferred Compensation
In addition to the Basic Retirement Plan (more fully described below),
the Board of Directors of the Corporation and FNBPA has established a Deferred
Compensation Plan (the "Compensation Plan") for Messrs. Mortensen and Gurgovits
which commenced January 1, 1986. The Compensation Plan provides for payments of
annual benefits of $102,000 for Mr. Mortensen and $25,000 for Mr. Gurgovits for
a period of ten years commencing upon the occurrence of: (a) retirement from the
Corporation or FNBPA; (b) complete and total disability; or (c) the death of the
participant in the event such death occurs prior to retirement. Of these
amounts, $62,000 and $25,000, respectively, will be paid pursuant to Deferred
Compensation Agreements. The remaining amount for Mr. Mortensen is to be
provided by an annuity generated by the excess cash surrender value of a split
dollar life insurance policy. During 1997, it was determined that the cash
surrender value of the split dollar life insurance policy may fall short of the
expected level at Mr. Mortensen's retirement. Accordingly, the Corporation
accrued an additional $38,448, $48,815 and $47,955, during 1997, 1998 and 1999,
respectively, to cover the estimated shortfall.
Stock Options
The following tables show certain information relating to stock options
granted during the last fiscal year and aggregated stock options for the named
executive officers and all unexercised options held by such officers as of
December 31, 1999.
12
<PAGE> 16
<TABLE>
<CAPTION>
=================================================================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
- ---------------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Grants(1) for Option Term(3)
- ---------------------------------------------------------------------------------------------------------------------------------
Securities % of Total Exercise
Underlying Options Granted to or Base
Options Granted(2) Employees in Price Expiration
Name (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Mortensen 77,576 21.6 24.35 01/24/09 1,187,958 3,010,536
352 4.5 22.92 04/29/09 5,074 12,858
Mr. Gurgovits 33,728 9.4 24.35 01/24/09 516,493 1,308,902
352 4.5 22.92 04/29/09 5,074 12,858
Mr. Tice 36,295 10.1 24.35 01/24/09 555,802 1,408,521
352 4.5 22.92 04/29/09 5,074 12,858
Mr. Rundorff 17,663 4.9 24.35 01/24/09 270,482 685,458
Mr. Waters 16,840 4.7 24.35 01/24/09 257,879 653,519
=================================================================================================================================
</TABLE>
(1) Adjusted for a 5% stock dividend declared on April 26, 1999.
(2) Options were granted on January 24, 1999 and are 20% vested on each of the
first through fifth anniversaries of the grant date. Options were granted
on April 29, 1999 and are immediately 100% vested.
(3) In order for the gains to be realized over the ten-year term of the option,
the stock price at expiration date January 24, 2009 would be $39.66 and
$63.16 and April 29, 2009 would be $37.33 and $59.45, respectively,
reflecting increases in the overall market price of each share of Common
Stock of the Corporation by approximately 63% and 159%, respectively.
<TABLE>
<CAPTION>
===============================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
- -------------------------------------------------------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Unexercised In-The-Money Options at
Options at 12/31/99 12/31/99($)(1)
----------------------------------------------------------------------
Value
Shares Acquired Realized
Name on Exercise ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Mortensen 0 0 60,543 123,273 499,260 82,640
Mr. Gurgovits 0 0 47,186 62,642 417,408 64,651
Mr. Tice 2,000 38,858 43,296 78,397 796,973 290,000
Mr. Rundorff 0 0 33,919 37,335 295,857 50,566
Mr. Waters 0 0 15,950 36,970 60,504 39,366
===============================================================================================================================
</TABLE>
(1) Represents the difference between the aggregate market value at December
31, 1999 of the shares subject to the options and the aggregate option
price of those shares.
13
<PAGE> 17
Retirement Benefits
The following table illustrates the maximum annual benefits payable in
2000 under the life annuity option of the Corporation's pension plan, in which
Messrs. Mortensen, Gurgovits, Rundorff and Waters participate, and the Basic
Retirement Plan (more fully described below) upon normal retirement at age 62.
Mr. Tice does not participate in the same Corporation pension plans as Messrs.
Mortensen, Gurgovits, Rundorff and Waters, but does participate in the Basic
Retirement Plan. Mr. Tice also participates in the F.N.B. Corporation Salary
Savings Plan and Executive Management Supplemental Retirement Plan. The
estimated annual pension payments shown in the chart below are reasonable
representations of the total benefits under the Basic Retirement Plan, the
F.N.B. Corporation Salary Savings Plan, the portion of the Executive Management
Supplemental Retirement Plan related to pension benefits and social security.
<TABLE>
<CAPTION>
====================================================================================================================
ESTIMATED ANNUAL PENSION PAYMENTS
- --------------------------------------------------------------------------------------------------------------------
Average Annual Earnings Years of Service
for Five Years Preceding ---------------------------------------------------------------------------
Retirement 10 15 20 25 or More
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$125,000 $41,754 $51,453 $61,153 $70,852
$150,000 $52,796 $64,648 $76,500 $88,352
$175,000 $67,713 $80,426 $93,139 $105,852
$200,000 $85,213 $97,926 $110,639 $123,352
$225,000 $102,713 $115,426 $128,139 $140,852
$250,000 $120,213 $132,926 $145,639 $158,352
$275,000 $137,713 $150,426 $163,139 $175,852
$300,000 $155,213 $167,926 $180,639 $193,352
$325,000 $172,713 $185,426 $198,139 $210,852
$350,000 $190,213 $202,926 $215,639 $228,352
$375,000 $207,713 $220,426 $233,139 $245,852
$400,000 $225,213 $237,926 $250,639 $263,352
$500,000 $295,213 $307,926 $320,639 $333,352
$600,000 $365,213 $377,926 $390,639 $403,352
====================================================================================================================
</TABLE>
The retirement benefit for each employee covered by the pension plan is
a monthly benefit in the form of a Five Year Certain and Life annuity, equal to
1.2% of Final Average Earnings plus .5% of Final Average Earnings in excess of
the employee's Covered Compensation (as defined by Section 401(l)(5)(E) of the
Internal Revenue Code) times Years of Service, not to exceed twenty-five (25)
years. The Final Average Earnings figure is calculated using the highest 60
consecutive months of earnings of the last 120 months of service as an employee.
The benefits listed above are not subject to deduction for Social Security.
14
<PAGE> 18
Compensation included for computation of benefits is base salary as
indicated in the Summary Compensation Table. As of December 31, 1999, credited
years of service under the plan were as follows: Mr. Mortensen, 41 years; Mr.
Gurgovits, 38 years; Mr. Rundorff, nine years and Mr. Waters, five years.
Basic Retirement Plan
The Basic Retirement Plan (the "BRP") is an unfunded plan providing
supplemental retirement benefits to those officers of the Corporation and its
subsidiaries who are designated by the Board of Directors of the Corporation
(the "Board"). The basic benefits under the BRP, payable when a participant
retires at or after the normal retirement date under his employer's defined
benefit or defined contribution plan ("Primary Qualified Plan"), is a monthly
benefit equal to either 50%, 60% or 70% (as determined by the Board) of the
participant's highest average monthly cash compensation during any five
consecutive calendar years within the last ten calendar years of employment.
This amount is reduced by the monthly benefit to which the participant would be
entitled under Social Security at normal retirement under the Primary Qualified
Plan in which he participates and (to the extent the benefit relates to employer
contributions other than matching contributions) under other benefit plans
designated by the Board. The benefit also includes credits equal to matching
stock contributions which certain participants were prevented from receiving
pursuant to the Corporation's 401(k) Plan due to limits imposed by the Internal
Revenue Code.
The BRP contains provisions for reducing the basic benefit described
above if the participant retires before his normal retirement age but on or
after the early retirement date permitted by the Primary Qualified Plan. The
participant's rights to benefits under the BRP vest pursuant to a schedule set
forth in the BRP which takes into account years of participation in the BRP and
years of credited service under the participant's Primary Qualified Plan. A
participant automatically becomes 100% vested if he is employed with the
Corporation or a subsidiary on his normal retirement date, if a "change in
control" (as defined in the BRP) occurs, or in the event of his death or total
and permanent disability. Benefits are forfeited in the event a participant's
employment is terminated for cause or if the participant retires before the
early retirement date provided in his Primary Qualified Plan.
Employment Agreements
The Corporation has entered into Employment Agreements (collectively,
the "Agreements") with Messrs. Mortensen, Gurgovits, Tice, Rundorff and Waters.
The Agreements of Messrs. Mortensen, Tice, Rundorff and Waters provide that on
December 31 of each year, the term of employment of each executive officer will
be automatically extended to December 31 of the third calendar year thereafter,
and Mr. Gurgovits' Agreement provides that on January 1 of each year, the term
of his employment will extend to December 31 of the fifth calendar year
thereafter, (unless the Corporation or the respective executive officer fixes
the expiration date of the term of employment in accordance with provisions
contained in the Agreements) and that the officer will continue to be employed
throughout that term at not less than his current base salary. The term shall
not be extended to a date beyond December 31 of the year during which the
executive officer reaches age 62, except for Messrs. Mortensen and Tice, which
is age 65.
The Agreements may be terminated voluntarily by the executive officers
and upon such event, all obligations of the Corporation shall cease as of the
date of termination. The Corporation will be obligated, should it terminate any
of the Agreements other than for cause, to pay the executive officer affected
for the balance of the term of his Employment Agreement then in effect.
Provision is made in the Agreements for termination of their respective
obligations to serve the Corporation and for the payment to them of a bonus
equal to approximately three times the annual compensation for Mr. Gurgovits,
the cash or Common Stock
15
<PAGE> 19
equivalent of the value of Mr. Tice's Stock Options and approximately three
times his annual compensation, and two times the annual compensation for Messrs.
Rundorff and Waters, in the event of a sale or other change of control
transaction affecting the Corporation.
In 1996 the Corporation and Mr. Mortensen entered into a
Post-Employment Services Agreement, subsequently amended in 1998, which replaces
the change in control feature of his current Employment Agreement. Upon
cessation of full-time employment under his Employment Agreement, Mr. Mortensen,
pursuant to the terms of the Post-Employment Services Agreement, shall be
required to make himself available to serve the Corporation as Director and
Chairman of the Board and to serve the Corporation and its subsidiaries as an
independent consultant with respect to various aspects of their business. Mr.
Mortensen shall be entitled to receive compensation for such services.
STOCK PERFORMANCE GRAPHS
The following five-year performance graph compares the
cumulative total shareholder return (assuming reinvestment of dividends) on the
Corporation's Common Stock (*) to the Nasdaq Composite Index (o) and the
Nasdaq Bank Index ([]). This stock performance graph assumes $100 was
invested on December 31, 1994, and the cumulative return is measured as of each
subsequent fiscal year end.
F.N.B. CORPORATION FIVE-YEAR STOCK PERFORMANCE
TOTAL RETURN, INCLUDING STOCK AND CASH DIVIDENDS
<TABLE>
<CAPTION>
PERIOD ENDING
------------------------------------------------------------------
INDEX 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FNB Corporation 100.00 146.94 168.75 296.40 239.02 203.29
NASDAQ - Total US* 100.00 141.33 173.89 213.07 300.25 542.43
NASDAQ Bank Index* 100.00 149.00 196.73 329.39 327.11 314.42
</TABLE>
16
<PAGE> 20
SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS
The following table sets forth certain information concerning persons
known to the Corporation to be the beneficial owner of 5% or more of the
outstanding Series A Preferred Stock as of February 18, 2000. The Corporation is
not aware of any other person who is the beneficial owner of 5% or more of any
other class of the Corporation's voting stock.
<TABLE>
<CAPTION>
=========================================================================================================================
Shares Percent of Outstanding Series A
Name and Address Beneficially Owned Preferred Stock Beneficially Owned
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cede & Co. 6,054 29.2
Box 20, Bowling Green Station
New York, NY 10274
Hilton G. Klein & Joan H. Klein 2,160 10.4
122 Hilton Drive
New Brighton, PA 15066-3510
I.B.E.W. Local #712 Pension Trust Fund 2,000 9.7
217 Sassafras Lane
P. O. Box 248
Beaver, PA 15009-0248
=========================================================================================================================
</TABLE>
VOTING SHARES HELD IN FIDUCIARY CAPACITY
The Corporation's affiliate, First National Trust Company, and said
affiliate's nominee were, as of February 18, 2000, the beneficial owner of
149,877 shares of the Corporation's Common Stock, or .7% of the outstanding
shares of Common Stock. These shares are held by First National Trust Company
with full voting and/or dispositive power in various fiduciary capacities. The
Corporation's other affiliates offering trust services will not exercise voting
power with respect to Corporation Common Stock that is beneficially held with
these affiliates. First National Trust Company has or shares voting power as to
21,655 of these shares, or .1% of the total shares of Common Stock outstanding,
and .1% of the total voting power of the Corporation's outstanding Stock. First
National Trust Company will vote the shares over which it has authority as of
the record date for the election of the four candidates for director.
INDEPENDENT AUDITORS
Ernst & Young LLP ("Ernst & Young") served as the Corporation's
independent auditors for the year ended December 31, 1999. Ernst & Young has
served as the Corporation's independent auditors since 1993.
17
<PAGE> 21
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST TO THE UNDERSIGNED SECRETARY OF THE CORPORATION
(AT THE ADDRESS SPECIFIED ON PAGE 1) BY ANY SHAREHOLDER WHOSE PROXY IS SOLICITED
HEREBY, THE CORPORATION WILL FURNISH TO SUCH SHAREHOLDER WITHOUT CHARGE A COPY
OF ITS 1999 ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND EXCHANGE
COMMISSION, TOGETHER WITH FINANCIAL STATEMENTS AND SCHEDULES THERETO.
ADDITIONAL INFORMATION
The Corporation knows of no other matters which will be presented to
shareholders for action at the Annual Meeting. However, if other matters are
presented which are proper subjects for action by shareholders, it is the
intention of those named in the accompanying proxy to vote such proxy in
accordance with their judgment upon such matters.
Solicitation of proxies will be made by employees of the Corporation,
and the cost will be borne by the Corporation. Proxies will be solicited by mail
and, in limited instances, by telephone, telegraph and personal interview. The
Corporation will also request brokerage houses and other custodians, nominees
and fiduciaries to forward soliciting material to the beneficial owners of the
stock held of record by such persons and will reimburse such persons for their
costs incurred in forwarding such materials.
SHAREHOLDER PROPOSALS
The Corporation's Bylaws provide that no proposals submitted by a
shareholder of the Corporation for consideration at the annual meeting of
shareholders will be considered at any such meeting unless the Secretary of the
Corporation has received written notice of the matter proposed to be presented
from the shareholder on or prior to the date which is 120 days prior to the date
on which the Corporation first mailed its proxy materials for the prior year's
annual meeting of the shareholders. Accordingly, any shareholder proposal must
be submitted to the Corporation by November 13, 2000, to be considered for the
2001 Annual Meeting of Shareholders. In accordance with SEC Rule 14a-4(c) under
the Securities Exchange Act of 1934, proxy holders will have discretionary
authority to vote in accordance with their judgment upon any proposal which is
not timely received by the Corporation or which does not otherwise comply with
applicable SEC rules, including Rule 14(a)-4(c).
BY ORDER OF THE BOARD OF DIRECTORS
David B. Mogle, Secretary
18
<PAGE> 22
- --------------------------------------------------------------------------------
F.N.B. Corporation
One F.N.B. Boulevard o Hermitage, Pennsylvania 16148 o (724) 981-6000
2150 Goodlette Road North o Naples, Florida 34102 o (941) 262-7600
<PAGE> 23
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS.
ELECTION OF DIRECTORS
<TABLE>
<CAPTION>
FOR THE TERM OF FOUR YEARS: FOR WITHHOLD I(WE) WILL ATTEND THE MEETING
<S> <C> <C> <C>
W. Richard Blackwood, William B. Campbell, all nominees listed authority to vote
Stephen J. Gurgovits, Donna C. Winner (except as marked to for all nominees
the contrary below) listed YES NO
[ ] [ ] [ ] [ ]
</TABLE>
INSTRUCTION: To withhold authority to vote your shares for any individual
nominee, write that nominee's name here:
Daytime telephone____________________
(Not required)
____________________________________________________________________________
Your shares will be voted for the election of each nominee whose name is not
written in the space above.
In their discretion, the Proxies are authorized to vote upon such other matters
as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREBY
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR.
PLEASE DATE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
<TABLE>
<S> <C> <C>
Signature(s):_____________________________ Signature(s):_____________________________ Date:________________________________________
Please sign exactly as your name appears hereon. When signing as attorney, executor, administrator, trustee, etc., or as officer of
a corporation, please give your full title(s) as such. For joint accounts, each joint owner must sign.
</TABLE>
FOLD AND DETACH HERE
LOGO
Dear Shareholder:
F.N.B. Corporation offers a Dividend Reinvestment and Direct Stock Purchase Plan
for its shareholders.
This plan provides features such as safekeeping to eliminate the risk of loss,
theft or destruction of stock certificates; automatic dividend reinvestment and
purchase of additional common shares without a broker fee.
All of these convenient features are at no cost to you.
If you wish to participate in this Plan, a Prospectus and enrollment card may be
obtained by calling F.N.B. Shareholder Services at 888-441-4FNB (4362).
Sincerely,
F.N.B. Corporation
<PAGE> 24
F.N.B. CORPORATION
2000 ANNUAL MEETING OF SHAREHOLDERS
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Lindsay, Edward J. Mace and William A.
Quinn, each with full power to act without the others, as Proxies of the
undersigned, each with the full power to appoint his substitute, and hereby
authorizes them to represent and to vote, as indicated on the reverse, all the
shares of Common Stock and/or Series A Convertible Preferred Stock of F.N.B.
Corporation held of record by the Undersigned on February 18, 2000, at the
Annual Meeting of Shareholders to be held on April 17, 2000 or any adjournment
of it.
(Continued, and to be marked, dated and signed, on the other side.)
FOLD AND DETACH HERE
