UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to _______________________
Commission file number 0-8144
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F.N.B. CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 25-1255406
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (724) 981-6000
---------------------------
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
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(Title of Class)
This is Amendment No. 1 to the 1999 Form 10-K and is dated June 27, 2000.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
As permitted by Rule 1501-21 of the Exchange Act, the following financial
statements of the Plan are filed with Amendment No. 1 at the page indicated:
INDEX TO FINANCIAL STATEMENTS PAGE
----------------------------- ----
Report of Independent Auditors.................................. 7
Statements of Net Assets Available for Benefits................. 8
Statements of Changes in Net Assets Available for Benefits...... 9
Notes to Financial Statements................................... 10
Schedule H, Line 4(i) - Schedule of Assets Held for
Investment Purposes at End of Year.......................... 17
Schedule H, Line 4(j) - Schedule of Reportable Transactions..... 18
FINANCIAL STATEMENT SCHEDULES
Not Applicable.
REPORTS ON FORM 8-K
No reports on Form 8-K have been filed since December 31, 1999.
EXHIBITS
23 Consent of Ernst & Young LLP, Independent Auditors for the Plan, filed
within.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
F.N.B. CORPORATION
(Registrant)
Date: June 27, 2000 /s/John D. Waters
_____________________________ _________________________________
John D. Waters
Vice President and Chief
Financial Officer
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<PAGE>
Audited Financial Statements
F.N.B. Corporation
Progress Savings
401(k) Plan
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
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<PAGE>
Audited Financial Statements
F.N.B. Corporation Progress Savings
401(k) Plan
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
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<PAGE>
F.N.B. Corporation Progress Savings
401(k) Plan
Audited Financial Statements
Years ended December 31, 1999 and 1998
CONTENTS
Report of Independent Auditors....................................... 7
Audited Financial Statements
Statements of Net Assets Available for Benefits...................... 8
Statements of Changes in Net Assets Available for Benefits........... 9
Notes to Financial Statements........................................ 10
Supplemental Schedules
Schedule H, Line 4(i)-Schedule of Assets Held for Investment
Purposes at End of Year............................................ 17
Schedule H, Line 4(j)-Schedule of Reportable Transactions............ 18
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<PAGE>
Report of Independent Auditors
F.N.B. Corporation Progress Savings
401(k) Plan
Hermitage, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of the F.N.B. Corporation Progress Savings 401(k) Plan as of December 31, 1999
and 1998, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes at end of year as of December 31, 1999,
and reportable transactions for the year then ended, are presented for the
purpose of additional analysis and are not a required part of the financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/Ernst & Young LLP
June 2, 2000
Pittsburgh, Pennsylvania
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<PAGE>
F.N.B. Corporation Progress Savings
401(k) Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
-------------------------
1999 1998
----------- -----------
ASSETS
Investments at fair value:
Interest in pooled separate accounts $ 6,895,526 $ 5,511,760
F.N.B. Corporation Common Stock 5,278,355 5,700,720
Interest in common/collective trusts 672,635 879,721
Employer contribution receivable 232 -
Employee contribution receivable 931 -
----------- -----------
Net assets available for benefits $12,847,679 $12,092,201
=========== ===========
See accompanying notes.
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<PAGE>
F.N.B. Corporation Progress Savings
401(k) Plan
Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31
-------------------------
1999 1998
----------- -----------
Additions:
Investment income:
Net depreciation in fair value of investments $ (669,402) $(1,083,452)
Dividends 450,393 497,148
----------- -----------
(219,009) (586,304)
Contribution:
Participant 1,734,711 1,528,061
Employer 548,221 377,747
----------- -----------
2,282,932 1,905,808
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Total additions 2,063,923 1,319,504
Deductions:
Distributions to participants or beneficiaries 1,308,130 1,532,814
Administrative expenses 315 -
----------- -----------
Total deductions 1,308,445 1,532,814
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Net increase (decrease) 755,478 (213,310)
----------- -----------
Net assets available for benefits:
Beginning of year 12,092,201 12,305,511
----------- -----------
End of year $12,847,679 $12,092,201
=========== ===========
See accompanying notes.
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<PAGE>
F.N.B. Corporation Progress Savings
401(k) Plan
Notes to Financial Statements
December 31, 1999
1. DESCRIPTION OF THE PLAN
The following description of the F.N.B. Corporation Progress Savings 401(k)
Plan (the "Plan") provides only general information. Participants should refer
to the summary plan description for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution 401(k) plan, substantially covering all
salaried employees of the following subsidiaries of F.N.B. Corporation (the
"Corporation"): First National Bank of Pennsylvania; Metropolitan National
Bank; Reeves Bank; First County Bank, N.A.; Regency Finance Company; The
Customer Service Center of F.N.B., LLC PA Division; and F.N.B. Affiliate
Services. Participants who have completed six months of service and are age
twenty-one or older are eligible to participate in the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
Certain financial information for the year ended December 31, 1998 has been
reclassified to conform with the financial statement presentation for the year
ended December 31, 1999. These reclassifications did not impact total net
assets available for benefits.
CONTRIBUTIONS
Under the Plan, participating employees may make voluntary pretax and after-tax
contributions to their accounts of up to 14% of annual base compensation. The
Corporation, at its discretion, may make a matching contribution equal to a
percentage of participants' savings contributions and/or after-tax voluntary
contributions.
Participants' savings contributions and employer matching contributions are
designated under a qualified deferral arrangement as allowed by Sections 401(k)
and 401(m) of the Internal Revenue Code.
Participants may direct employee contributions in the following ten investment
options: Principal Stable Value Fund, Principal Government Securities Account,
Principal Bond Emphasis Balanced Account, Principal Stock Emphasis Balanced
Account, Principal Large
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<PAGE>
F.N.B. Corporation Progress Savings
401(k) Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS (CONTINUED)
Capital Stock Index Account, Principal U.S. Stock Account, Principal Medium
Company Value Account, Principal Small Company Blend Account, Principal
International Stock Account and the F.N.B. Corporation Common Stock Fund.
Principal Financial Group (Principal) is the custodian of all of the Plan's
assets, with the exception of the F.N.B. Corporation Common Stock.
The employer's matching contributions are used to purchase the Corporation's
common stock. Participants who have attained age 59 1/2 are permitted to direct
the trustee to invest the Corporation's matched portion of their account into
any other investment that may be permitted under the Plan.
PARTICIPANT ACCOUNTS
Each participant's account is credited with their voluntary contribution and
the employer's matching contribution and an allocation of the Plan's net
earnings as defined by the Plan.
VESTING
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Participants are 100% vested in the employer's matching
contributions and actual earnings thereon after five years of service (see
vesting schedule below):
VESTING SCHEDULE
----------------------------
YEARS OF SERVICE PERCENTAGE
---------------- ----------
1 20%
2 40%
3 60%
4 80%
5 100%
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<PAGE>
F.N.B. Corporation Progress Savings
401(k) Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
FORFEITURES
Upon termination of a participant, the employer's matching contribution to which
the participant is not vested is segregated into a separate account until the
participant incurs a five-year break in service upon which time such nonvested
amount will be forfeited and may be used by the employer to reduce future
matching contributions.
PAYMENT OF BENEFITS
Upon termination of service, a participant with a vested account balance of less
than $5,000 will receive a lump-sum amount equal to the vested value of his or
her accounts. A participant who terminates service with a vested account balance
of greater than $5,000 has two options: he or she may leave his or her account
under the Plan or he or she may request a lump-sum distribution of the vested
account balance. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account. The Plan also permits
distributions in the event of the participant's permanent disability, death, or
attainment of normal retirement age as defined in the Plan.
2. SUMMARY OF ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
The Principal pooled separate accounts investments are valued using accumulation
units and are stated at fair value. The dividends, interest, and realized and
unrealized gains for the underlying funds are factored into the value of the
separate account funds. The dollar value per unit of participation is
determined by dividing the total value of the separate account by the total
number of units of participation held in the separate account. Investments in
shares of registered investment companies and common/collective trusts are
stated at their net asset value, based on the quoted market prices of the
securities held in such funds. The Corporation's common stock is traded on the
Nasdaq Stock Market under the trading symbol "FBAN" and is valued using the
closing price on the last business day of the Plan year.
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<PAGE>
F.N.B. Corporation Progress Savings
401(k) Plan
Notes to Financial Statements (continued)
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's net
assets.
DECEMBER 31
----------------------
1999 1998
---------- ----------
Principal Stable Value Fund, 57,263 and 79,006 units,
respectively $ 672,635 $ 879,721
Principal Large Capital Stock Index Account, 58,012
and 47,301 units, respectively 2,993,468 2,023,644
Principal Medium Company Value Account, 27,122 and
27,850 units, respectively 930,741 1,031,464
Principal U.S. Stock Account, 1,424 and 1,327 units,
respectively 655,867 -
Principal Small Company Blend Account, 17,716 and
16,775 units, respectively 659,216 -
F.N.B. Corporation Common Stock Fund, 237,230 and
201,795 shares, respectively 5,278,355* 5,700,720*
______________________________
*Nonparticipant-directed
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
1999 1998
----------- -----------
Interest in common/collective trusts $ 43,662 $ 44,833
Pooled separate accounts 608,619 395,313
Interest in registered investment companies - 250,554
Common stock (1,321,683) (1,774,152)
----------- -----------
$ (669,402) $(1,083,452)
=========== ===========
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<PAGE>
F.N.B. Corporation Progress Savings
401(k) Plan
Notes to Financial Statements (continued)
4. NONPARTICIPANT-DIRECTED INVESTMENT
Information about the net assets and the significant components of the changes
in net assets relating to the F.N.B. Corporation Common Stock Fund is as
follows:
DECEMBER 31
-----------------------
1999 1998
---------- ----------
Investments in fair value:
F.N.B. Corporation Common Stock Fund $5,278,355 $5,700,720
YEAR ENDED DECEMBER 31
------------------------
1999 1998
----------- -----------
Changes in net assets:
Participant contributions $ 383,907 $ 367,078
Employer contributions 555,279 377,747
Net depreciation in fair value of investments (1,321,683) (1,774,152)
Dividends 450,393 497,148
Distributions to participants or beneficiaries (426,945) (626,048)
Transfers to participant-directed investments (63,316) 492,235
----------- -----------
$ (422,365) $ (665,992)
=========== ===========
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Corporation has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of plan
termination, participants will become 100% vested in their accounts.
6. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated May 25, 1999, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The plan administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified
and the related trust is tax-exempt. The Plan Sponsor has indicated that it
will take the necessary steps, if any, to maintain the Plan's qualified status.
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<PAGE>
F.N.B. Corporation Progress Savings
401(k) Plan
Notes to Financial Statements (continued)
7. PARTIES-IN-INTEREST TRANSACTIONS
The First National Trust Company is the custodian for the F.N.B. Corporation
Common Stock only. Certain plan investments are units of pooled separate
accounts managed by Principal Life Insurance Company. The majority of
administrative expenses of the Plan are paid by the Corporation. Such expenses
have historically been comprised of fees for audit, custody and recordkeeping
services and have been immaterial in relation to the Corporation and the Plan.
One of the investment vehicles in the Plan, the F.N.B. Corporation Common
Stock Fund, contains stock of F.N.B. Corporation.
8. SUBSEQUENT EVENT
Effective July 1, 2000, the following accounts will no longer be offered:
US Stock and Small Company Blend. Participants may transfer their balances in
these funds to the remaining funds or to the new fund options. If the
participants do not transfer their balances from these accounts, the funds
will be moved to the Principal Stable Value Fund. Effective July 1, 2000,
the following accounts will be available: High Quality Long Term Bond, High
Quality Intermediate Bond, American Century Income and Growth, Total Market
Index, Putnam Voyager, Midcap Stock Index, Small Company Value, Medium Company
Growth, Small Capital Stock Index, and Invesco Small Company Growth.
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<PAGE>
Supplemental Schedules
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<PAGE>
F.N.B. Corporation Progress Savings
401(k) Plan
EIN: 25-1255406
Plan Number: 002
Schedule H, Line 4(i)-Schedule of Assets Held for Investment
Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF CURRENT
LESSOR OR SIMILAR ENTITY INVESTMENT COST VALUE
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pooled Separate Accounts:
Principal Government Securities Account* 36,630 units $ - $ 522,533
Principal Bond Emphasis Balanced Account* 14,727 units - 253,870
Principal Stock Emphasis Balanced Account* 23,725 units - 502,215
Principal Large Capital Stock Index Account* 58,012 units - 2,993,468
Principal U.S. Stock Account* 1,424 units - 655,867
Principal Medium Company Value Account* 27,122 units - 930,741
Principal Small Company Blend Account* 17,716 units - 659,216
Principal International Stock Account* 9,031 units - 377,616
Common/Collective Trusts:
Principal Stable Value Fund* 57,263 units - 672,635
Common Stock:
F.N.B. Corporation Common Stock* 237,230 shares 8,070,784 5,278,355
-----------
Total investments $12,846,516
===========
</TABLE>
*Indicates party-in-interest to the Plan
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<PAGE>
F.N.B. Corporation Progress Savings
401(k) Plan
EIN: 25-1255406
Plan Number: 002
Schedule H, Line 4(j)-Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSET ON
IDENTITY OF DESCRIPTION PURCHASE SELLING COST OF TRANSACTION NET GAIN
PARTY INVOLVED OF ASSETS PRICE PRICE ASSET DATE (LOSS)
--------------------------------------------------------------------------------------------------------
Category (iii)-series of transactions in excess of 5% of plan assets
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
F.N.B. Corporation Common Stock Fund:
Purchases-68 $1,463,308 $ - $1,463,308 $1,463,308 $ -
Sales-99 - 563,990 773,721 563,990 (209,731)
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1999.
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<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
F.N.B. CORPORATION
(Registrant)
Date: June 27, 2000 /s/John D. Waters
____________________ _____________________________________
John D. Waters
Vice President and Chief Financial
Officer, F.N.B. Corporation, Trustee
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<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8, Number 333-38372) pertaining to the F.N.B. Corporation Progress
Savings 401(k) Plan of our report dated June 2, 2000, with respect to the
financial statements and schedules of the F.N.B. Corporation Progress Savings
401(k) Plan included in the Annual Report (Form 10-K/A) for the year ended
December 31, 1999.
/s/Ernst and Young LLP
Pittsburgh, Pennsylvania
June 26, 2000
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