<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2000
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)
25-1255406
(I.R.S. Employer Identification No.)
ONE F.N.B. BOULEVARD, HERMITAGE, PA 16148
(724) 981-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------
JOHN D. WATERS
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
F.N.B. CORPORATION
ONE F.N.B. BOULEVARD
HERMITAGE, PA 16148
(724) 981-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPY TO:
CHRISTOPHER J. RAYL
COHEN & GRIGSBY, P.C.
11 STANWIX STREET, 15TH FLOOR
PITTSBURGH, PA 15222
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNTS TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Subordinated Term Notes Due 3, 6, 9, 12, 15,
21, 25, 18, 21, 24, 27, 30, 36, 48, 60, 84,
and 120 months............................... -- 100% -- --
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Subordinated Daily Notes..................... -- 100% -- --
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Subordinated Special Daily Notes............. -- 100% -- --
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Total.................................. $250,000,000 $250,000,000 $66,000
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</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
PROSPECTUS
F.N.B. CORPORATION
$250,000,000
OF
SUBORDINATED TERM NOTES AND DAILY NOTES
<TABLE>
<S> <C>
----------------------------------------
TERM NOTES
Available Term: 3, 6, 9, 12, 15, 18,
21, 24, 27, 30, 36,
48, 60, 84 and 120
months
Minimum Purchase: $500
Interest: We will establish the
interest rate when
you purchase the Term
Note--See the
Prospectus Supplement
for current rates
You will have
different interest
payment options,
depending on the term
of your Term Note
Redemption: You can redeem your
Term Note at any time
but will forfeit some
interest
We can redeem your
Term Note on 30 days'
notice
Security and The Term Notes will
Ranking: not be secured by any
collateral
The Notes will be
subordinate to all of
our other existing
and future senior
debt
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----------------------------------------
DAILY NOTES
Term: The Daily Notes have
no set term
Minimum Purchase: $50.00
Interest: We will establish the
interest rate when
you purchase the
Daily Note--See the
Prospectus Supplement
for current rates
Interest is accrued
daily, compounded
quarterly and is paid
when you redeem the
Daily Note
Redemption: You can redeem all or
any portion of your
Daily Note at any
time without penalty
We can redeem your
Daily Note on 30
days' notice
Security and The Daily Notes will
Ranking: not be secured by any
collateral
The Daily Notes will
be subordinate to all
of our existing and
future senior debt
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----------------------------------------
SPECIAL DAILY NOTES
Term: The Special Daily
Notes have no set
term
Minimum Purchase: $50,000 or such
lesser amount as we
may establish at the
time of purchase--See
the Prospectus
Supplement
Interest: Interest rate equal
to 8.00% per annum
through September 30,
2000
Interest rate will be
adjusted on a
quarterly basis
beginning October 1,
2000 subject to a
maximum reduction of
0.50% per
quarter--See the
Prospectus Supple-
ment for current
rates
Interest rate may not
be reduced below
6.50% per annum until
December 31, 2002
Interest is accrued
daily, compounded
quarterly and is paid
when you redeem the
Special Daily Note
Redemption: You can redeem all or
any portion of your
Special Daily Note at
any time without
penalty
We can redeem your
Special Daily Note on
30 days' notice
Security and The Special Daily
Ranking: Notes will not be
secured by any
collateral
The Special Daily
Notes will be
subordinate to all of
our existing and
future senior debt
----------------------------------------
</TABLE>
THE TERM NOTES, DAILY NOTES AND SPECIAL DAILY NOTES ARE NOT DEPOSITS AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS ON PAGE 3 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PER NOTE TOTAL
-------- ------------
<S> <C> <C>
Public Offering Price....................................... 100% $250,000,000
Underwriting Discounts...................................... None None
Proceeds to us (before expenses)............................ 100% $250,000,000
</TABLE>
The Daily Notes, the Term Notes and the Special Daily Notes will be offered and
sold by officers and employees of our subsidiary, Regency Finance Company, and
its subsidiary, Citizens Financial Services, Inc. We will not list the Daily
Notes, the Term Notes or the Special Daily Notes on any securities exchange or
other trading market.
------------------------
THE DATE OF THIS PROSPECTUS IS , 2000.
<PAGE> 3
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
Information is provided to you about the Daily Notes, Term Notes and Special
Daily Notes in this Prospectus and the accompanying Prospectus Supplement, which
describes the interest rates applicable to the Notes at the time of your
purchase. In making your investment decision, you should rely only on the
information contained or incorporated by reference in this Prospectus and the
Prospectus Supplement. We have not authorized anyone to provide you with any
other information. If you receive any unauthorized information, you must not
rely on it.
Cross-references are included in this Prospectus to captions in these materials
where you can find further related discussions. The following Table of Contents
provides the pages on which these captions are located.
This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended. Such forward-looking
statements, together with related qualifying language and assumptions, are found
in the material set forth under "Risk Factors." Forward-looking statements are
also found elsewhere in this Prospectus, and may be identified by, among other
things, accompanying language including the words "expects," "intends,"
"anticipates," "estimates" or analogous expressions, or by qualifying language
or assumptions. Such statements involve known and unknown risks, uncertainties
and other important factors that could cause the actual results or performance
to differ materially from such forward-looking statements. Such risks,
uncertainties and other factors include, among others, general economic and
business conditions, competition, changes in political, social and economic
conditions, regulatory initiatives and compliance with government regulations,
customer preference and various other matters, many of which are beyond our
control. These forward-looking statements speak only as of the date of this
Prospectus. We disclaim any obligation or undertaking to disseminate any updates
or revisions to such forward-looking statements to reflect any change in our
expectations with regard thereto or any change in events, conditions or
circumstances on which any forward-looking statement is based.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Risk Factors................................................ 3
Summary Consolidated Financial Data......................... 4
Use of Proceeds............................................. 5
The Company................................................. 6
Description of Notes........................................ 8
Plan of Distribution........................................ 14
Legal Matters............................................... 14
Independent Auditors........................................ 14
Where You Can Find Additional Information................... 15
Information Incorporated by Reference....................... 15
</TABLE>
2
<PAGE> 4
RISK FACTORS
You should carefully consider the following risk factors and other information
contained in this Prospectus before buying the Notes.
THE NOTES ARE NOT SECURED, INSURED OR GUARANTEED
The Notes are not secured by any of our assets or any other collateral. Also,
the Notes are not bank deposits and are not insured or guaranteed by the FDIC or
any other governmental agency. Therefore, you are increasing your risk of loss
if you buy Notes with funds taken from an insured account held at a bank,
savings and loan association or credit union.
YOUR RIGHT TO RECEIVE PAYMENTS ON THESE NOTES IS SUBORDINATE TO ALL OF OUR
SENIOR INDEBTEDNESS
According to the terms of the Notes, the payment of the principal and interest
on the Notes is subordinate in right of payment to the prior payment when due of
the principal and interest on all of our Senior Indebtedness. As of March 31,
2000, the total amount of our Senior Indebtedness was $25.0 million and the
total amount of our indebtedness that is equal in right of payment with the
Notes was $256.7 million. We have the absolute right to increase or decrease our
Senior Indebtedness.
Holders of Senior Indebtedness will be able to prevent payment on the Notes:
- in the event of our bankruptcy, liquidation or reorganization;
- if there is a payment default under certain Senior Indebtedness; and
- if there are certain non-payment defaults under certain Senior Indebtedness.
OUR STATUS AS A HOLDING COMPANY MAKES US DEPENDENT ON DIVIDENDS FROM
OUR SUBSIDIARIES TO MEET OUR OBLIGATIONS
We are a holding company and conduct almost all of our operations through our
subsidiaries. We do not have any significant assets other than the stock of our
subsidiaries. Accordingly, we depend on the cash flows of our subsidiaries to
meet our obligations, including the payment of the principal and interest on the
Notes. Our right, and thus the right of the buyers of Notes and our other
creditors, to participate in any distribution of earnings or assets of our
subsidiaries is subject to the prior claims of creditors of such subsidiaries.
As of March 31, 2000, the amount of such claims (excluding deposit liabilities)
was $256.7 million.
Under federal and state law, our bank subsidiaries are limited in the amount of
dividends they can pay to us without prior regulatory approval. Also, bank
regulators have the authority to prohibit our subsidiary banks from paying
dividends if they think the payment would be an unsafe and unsound banking
practice.
YOU WILL FORFEIT INTEREST IF YOU REDEEM TERM NOTES EARLY
If you redeem your Term Notes before the maturity date, you will forfeit one
month of interest earned, or that could have been earned, if you are redeeming a
3, 6, 9 or 12 Month Term Note, or three months of interest earned, or that could
have been earned, if you are redeeming any other Term Note. We may also require
you to give us 30 days' prior written notice before you redeem a Term Note.
YOUR ABILITY TO SELL OR TRANSFER THE NOTES WILL BE LIMITED
There is no trading market for the Notes and we do not expect one to develop.
You should not purchase the Notes with the expectation that a trading market for
the Notes will subsequently develop. The Notes are also non-negotiable. You can
transfer or assign the Notes only with our consent and only at the offices of
our sales and paying agents, Regency Finance Company or Citizens Financial
Services, Inc.
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<PAGE> 5
SUMMARY CONSOLIDATED FINANCIAL DATA
The following table sets forth summary consolidated financial data for the
Company for the periods indicated. This information should be read in
conjunction with the financial statements and notes thereto incorporated by
reference in this Prospectus.
<TABLE>
<CAPTION>
AT OR FOR THE QUARTER
AT OR FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31,
-------------------------------------------------------------- -----------------------
1999 1998 1997 1996 1995 2000 1999
---------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS:
Interest income.......... $ 254,916 $ 246,027 $ 225,126 $ 209,761 $ 197,337 $ 69,154 $ 61,262
Interest expense......... 106,467 108,152 96,728 88,063 84,419 30,285 25,615
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income.... 148,449 137,875 128,398 121,698 112,918 38,869 35,647
Provision for loan
losses................. 9,240 7,572 11,503 10,063 7,416 2,973 2,051
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income
after provision for
loan losses.......... 139,209 130,303 116,895 111,635 105,502 35,896 33,596
Non-interest income...... 46,928 39,305 33,278 28,626 27,080 12,710 11,265
Non-interest expenses.... 129,679 120,169 107,932 105,727 94,215 33,801 32,342
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before taxes...... 56,458 49,439 42,241 34,534 38,367 14,805 12,519
Income taxes............. 17,163 16,148 13,013 11,207 12,572 4,696 3,678
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income before
extraordinary
items................ 39,295 33,021 29,228 23,327 25,795 10,109 8,841
Extraordinary items, net
of tax................. -- -- 8,809 -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income............... $ 39,295 $ 33,021 $ 38,037 $ 23,327 $ 25,795 $ 10,109 $ 8,841
========== ========== ========== ========== ========== ========== ==========
Core operating
earnings............... $ 40,563 $ 37,364 $ 33,793 $ 27,470 $ 25,795 $ 10,109 $ 9,660
========== ========== ========== ========== ========== ========== ==========
PER SHARE DATA (A):
Net income:
Basic.................. $ 1.78 $ 1.50 $ 1.78 $ 1.08 $ 1.16 $ 0.46 $ 0.40
Diluted................ 1.72 1.43 1.69 1.05 1.16 0.45 0.39
Core operating earnings*
Basic.................. 1.84 1.70 1.57 1.28 1.16 0.46 0.44
Diluted................ 1.77 1.62 1.50 1.23 1.16 0.45 0.42
Cash dividends........... 0.67 0.64 0.53 0.52 0.29 0.17 0.16
Book value, end of
period................. 13.00 12.65 12.05 10.69 10.16 13.15 13.35
SELECTED PERIOD END BALANCES:
Assets................... $3,706,184 $3,406,677 $3,098,453 $2,796,926 $2,584,367 $3,762,325 $3,432,473
Net loans................ 2,767,463 2,390,576 2,144,734 1,939,818 1,738,316 2,869,633 3,099,679
Deposits................. 2,909,434 2,850,428 2,583,586 2,344,312 2,200,288 3,044,292 550,674
Long-term debt........... 117,634 70,384 73,434 59,448 52,109 92,381 53,443
Preferred stock.......... 2,075 2,380 2,875 3,525 4,516 1,891 2,283
Stockholders' equity..... 290,135 282,138 270,440 235,025 220,978 292,739 285,247
</TABLE>
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* Core operating earnings exclude merger related and other non-recurring
costs of $1.3 million in 1999, merger related and other non-recurring costs
of $4.3 million in 1998, extraordinary gains on the sale of a subsidiary
and branches of $8.8 million and merger related and other non-recurring
costs of $4.6 million in 1997, and a one-time assessment of $2.1 million
legislated by Congress to recapitalize the Savings Association Insurance
Fund and merger related and other non-recurring costs of $2.1 million, all
on an after-tax basis. Core operating earnings exclude merger related costs
of $819,000 recognized during the first quarter of 1999, on an after-tax
basis. Such presentation is provided in order to eliminate all items deemed
by management to be of a non-recurring nature.
(A) Net income per common share is based on weighted average shares outstanding
adjusted retroactively for stock splits and stock dividends. Cash dividends
per common share are based on the actual cash dividends declared adjusted
for stock splits and stock dividends. Book value per common share is based
on shares outstanding at each period-end adjusted retroactively for stock
splits and stock dividends.
4
<PAGE> 6
<TABLE>
<CAPTION>
AT OR FOR THE QUARTER
AT OR FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31,
--------------------------------------------------- ----------------------
1999 1998 1997 1996 1995 2000 1999
------- ------- ------- ------- ------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
SELECTED PERFORMANCE RATIOS:
Return on average assets............ 1.13% 1.02% 1.32% 0.88% 1.03% 1.10% 1.06%
Return on average equity............ 13.74 11.93 15.36 10.16 12.34 13.98 12.64
Core operating earnings
Return on average assets.......... 1.16 1.16 1.18 1.03 1.03 1.10 1.15
Return on average equity.......... 14.18 13.50 13.64 11.97 12.34 13.98 13.81
Total equity/total assets........... 7.83 8.28 8.73 8.40 8.55 7.78 8.31
Net interest margin (fully taxable
equivalent)....................... 4.76 4.68 4.87 5.01 4.97 4.72 4.76
Dividend payout..................... 41.43 41.85 28.11 29.26 15.67 37.45 37.44
ASSET QUALITY RATIOS:
Non-performing loans/total loans.... 0.46 0.58 0.45 0.66 0.78 0.47 0.43
Allowance for loan
losses/non-performing loans....... 281.90 230.44 319.82 238.67 202.78 279.19 300.91
Non-performing assets/total assets
(B)............................... 0.48 0.45 0.45 0.76 0.75 0.48 0.43
Ratio of earnings to fixed
charges........................... 1.52% 1.44% 1.42% 1.37% 1.43% 1.48 1.47
</TABLE>
---------------
Notes:
(B) Non-performing assets include non-accrual loans, other real estate owned and
restructured loans.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of Notes primarily as
advances to its consumer finance subsidiary, Regency Finance Company, primarily
to fund Regency's lending and purchasing activities and secondarily for general
corporate purposes of the Company.
5
<PAGE> 7
THE COMPANY
GENERAL
F.N.B. Corporation, or the "Company," was formed in 1974 as a financial services
holding company and is headquartered in Hermitage, Pennsylvania with
administrative offices in Naples, Florida. It provides a broad range of
financial services to its customers through its bank and consumer finance
subsidiaries in Florida, Pennsylvania, Ohio, Tennessee, Kentucky and New York.
The Company's main office is located at One F.N.B. Boulevard, Hermitage,
Pennsylvania 16148 and its telephone number is (724) 981-6000. As of March 31,
2000, the Company had approximately $3.8 billion in consolidated assets,
approximately $3.0 billion in deposits and 138 offices.
The Company, through its subsidiaries, provides a full range of financial
services, principally to consumers and small to medium-size businesses in its
market areas. The Company'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 Company has emphasized its community
orientation by generally preserving the names and local boards of directors of
its subsidiaries, by allowing its subsidiaries 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
Company has sought to preserve the identities and autonomy of its subsidiaries,
it has established centralized credit analysis, loan review, investment, audit
and data processing functions. The centralization of these processes has enabled
the Company to maintain consistent quality of these functions and to achieve
certain economies of scale.
The Company's lending philosophy is to minimize credit losses by following
uniform credit approval standards (which include independent analysis of
realizable collateral value), diversifying its loan portfolio, maintaining a
relatively modest average loan size and conducting ongoing review and management
of the loan portfolio. The Company is an active residential mortgage lender, and
its commercial loans are generally to established local businesses. The Company
does not have a significant amount of construction loans and has no highly
leveraged transaction loans or loans to foreign countries.
No material portion of the deposits of the Company's 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 Company.
In addition to community banking, the Company also offers asset management,
mutual funds, annuities and a full array of insurance products.
6
<PAGE> 8
Information as of March 31, 2000 for the Company's existing bank and consumer
finance subsidiaries (including the year established and location of principal
office for each) is set forth below. All subsidiaries are wholly-owned by the
Company.
<TABLE>
<CAPTION>
TOTAL TOTAL NUMBER OF
ASSETS DEPOSITS BRANCH OFFICES
---------- ---------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
BANK SUBSIDIARIES:
First National Bank of Pennsylvania (Est. 1864)
Hermitage, Pennsylvania....................... $1,325,039 $1,137,652 35
First National Bank of Naples (Est. 1988)
Naples, Florida............................... 806,162 582,801 9
Cape Coral National Bank (Est. 1994)
Cape Coral, Florida........................... 366,143 322,842 5
First National Bank of Florida (Est. 1997)
Clearwater, Florida........................... 353,411 285,842 11
Metropolitan National Bank (Est. 1922)
Youngstown, Ohio.............................. 316,409 275,029 11
West Coast Guaranty Bank, N.A. (Est. 1999)
Sarasota, Florida............................. 276,658 220,492 7
Reeves Bank (Est. 1868)
Beaver Falls, Pennsylvania.................... 165,125 150,346 8
First National Bank of Fort Myers (Est. 1989)
Fort Myers, Florida........................... 104,997 93,404 2
---------- ---------- --
Totals........................................ $3,713,944 $3,068,408 88
CONSUMER FINANCE SUBSIDIARY:
Regency Finance Company (Est. 1927)
Hermitage, Pennsylvania....................... $ 121,739 N/A 44
</TABLE>
The Company's insurance agencies, Gelvin, Jackson & Starr, Inc. and Roger
Bouchard Insurance, Inc., have five offices and one office, respectively.
The Company has five other operating subsidiaries, Penn-Ohio Life Insurance
Company, Mortgage Service Corporation, F.N.B. Building Corporation, F.N.B.
Investment Corporation, and Customer Service Center of F.N.B., L.L.C. Penn-Ohio
Life Insurance Company underwrites, as a reinsurer, credit life and accident and
health insurance sold by the Company's subsidiaries. These activities are
incidental to the Company's banking business. Mortgage Service Corporation
services mortgage loans for unaffiliated financial institutions, F.N.B. Building
Corporation owns real estate that is leased to certain subsidiaries, F.N.B.
Investment Corporation holds equity securities and other miscellaneous assets on
behalf of the Company and Customer Service Center performs data processing and
other services for the Company and its affiliates.
As of March 31, 2000, the Company and its subsidiaries had approximately 1,704
full-time equivalent employees.
OPERATIONS OF THE BANK SUBSIDIARIES
The Company's bank subsidiaries offer services traditionally offered by
full-service commercial banks, including commercial and individual demand and
time deposit accounts, commercial, mortgage and individual installment loans,
credit card and discount brokerage services through correspondent banks, night
depository, automated teller services, computer services, safe deposit boxes,
money order services,
7
<PAGE> 9
travelers checks, government savings bonds, food stamp sales and utility bill
payments. The bank subsidiaries also offer alternative investment products
including mutual funds, annuities and discount brokerage.
In addition, the Company offers a broad range of personal and corporate
fiduciary services, including the administration of decedent and trust estates.
As of March 31, 2000, trust assets under management totaled $700.0 million.
OPERATIONS OF THE CONSUMER FINANCE SUBSIDIARY
The Company's consumer finance subsidiary is involved principally in making
personal installment loans to individuals and purchasing installment sales
finance contracts from retail merchants.
OTHER INFORMATION
As part of its operations, the Company regularly evaluates the potential
acquisition of, and holds discussions with, various financial institutions and
other businesses of a type eligible for bank holding company investment. In
addition, the Company regularly analyzes the values of, and submits bids for,
the acquisition of customer-based funds and other liabilities and assets of such
financial institutions and other businesses. As a general rule, the Company
publicly announces such material acquisitions when a definitive agreement has
been reached.
For further information about the Company, reference is made to the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, which is
incorporated herein by reference. Investors desiring a copy of such report may
(i) contact the Company at its address or telephone number indicated under
"Information Incorporated by Reference" or (ii) access the SEC's website at
"http://www/sec.gov."
DESCRIPTION OF NOTES
GENERAL
The Company will issue the Notes under an Indenture, dated as of May 15, 1992,
as supplemented by the First Supplemental Indenture dated as of January 1, 1994,
(the "Indenture"), between the Company and Chase Manhattan Trust Company,
National Association, successor to Northern Central Bank, as trustee (the
"Trustee"). The Notes will be subordinated, unsecured obligations of the
Company. The material terms, provisions and covenants contained in the Notes and
the Indenture are described below.
The Notes will be subordinate in right of payment to Senior Indebtedness of the
Company, as described below under "Subordination." The Indenture does not limit
the incurrence of Senior Indebtedness or any other debt, secured or unsecured,
of the Company or any of its subsidiaries, nor does it contain any terms which
would afford protection to holders of the Notes ("Holders") issued thereunder in
the event of a recapitalization, a change in control, a highly leveraged
transaction or a restructuring involving the Company.
The Notes will be obligations of the Company only. Because the Company is a
holding company, its rights and the rights of its creditors, including the
Holders of the Notes, to participate in the distribution of the assets of any of
the Company's subsidiaries upon liquidation, dissolution or reorganization of a
subsidiary will be subject to the prior claims of the subsidiaries' creditors
(including depositors in bank subsidiaries), except to the extent that the
Company may itself be a creditor with recognized claims against the subsidiary.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act") as in effect on the date of the Indenture. The Notes
are subject to all such terms, and holders of the Notes are referred to the
Indenture and the Trust Indenture Act for a statement of them. The statements
under this caption
8
<PAGE> 10
relating to the Indenture, a copy of which is filed as an exhibit to the
Registration Statement, and the Notes are summaries and do not purport to be
complete. Such summaries make use of certain terms defined in the Indenture and
are qualified in their entirety by express reference to the Indenture.
TERMS OF SUBORDINATED TERM NOTES
Subordinated Term Notes Due 3 Months or 6 Months.
The Company will issue each 3 Month and 6 Month Term Note in the minimum
principal amount of $500 and such Term Notes will mature 3 months or 6 months,
respectively, after their date of issue. The Company will determine, from time
to time, the rate of interest payable on such Term Notes. The rate of interest
at the time of purchase will be the rate payable throughout the original term of
the Term Note. The Company will pay interest, at the Holder's option, either
monthly or at maturity.
Each 3 Month and 6 Month Term Note will automatically extend for an additional
term, equal in duration to the original term, at the rate of interest then in
effect for Term Notes of comparable maturity. All of the other terms and
conditions applicable to the Term Notes when issued will also apply during each
extension term. The Holder may elect not to extend the term by notifying the
Company of his intention to redeem the Term Note.
Subordinated Term Notes Due 9 Months, 12 Months, 15 Months, 18 Months, 21
Months, 24 Months, 27 Months, 30 Months, 36 Months, 48 Months, 60 Months, 84
Months or 120 Months.
The Company will issue each 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84, and
120 Month Term Note in the minimum principal amount of $500, provided that the
Company may offer such Term Notes from time to time at different interest rates
if a higher minimum purchase requirement is met as determined by the Company at
the time of purchase and set forth in a Prospectus Supplement. Such Term Notes
will mature 9 months, 12 months, 15 months, 18 months, 21 months, 24 months, 27
months, 30 months, 36 months, 48 months, 60 months, 84 months or 120 months
after their date of issue. The Company will determine, from time to time, the
rate of interest payable on such Term Notes. The rate of interest at the time of
purchase will be payable throughout the original term of the Term Note. The
Company will pay interest, at the Holder's option, either monthly or quarterly,
or will compound the interest quarterly.
These Term Notes will automatically extend for additional terms, equal in
duration to their original terms, at the rate(s) of interest then in effect for
Term Notes of comparable maturity. All of the other terms and conditions
applicable to such Term Notes when issued will also apply during each extension
term. The Holder may elect not to extend the term by notifying the Company of
the Holder's intention to redeem the Term Note.
Redemption of Term Notes at Option of Holder.
The Holder of a Term Note will have the right, at such Holder's option, to
redeem the Term Note, in whole or in part, prior to maturity, provided that a
partial redemption may not reduce the principal amount of the Term Note below
the original minimum purchase amount. If the Holder redeems, in whole or in
part, a 3 Month, 6 Month, 9 Month or a 12 Month Term Note, the Holder will
forfeit one month of interest earned, or that could have been earned, on the
amount redeemed at the rate being paid on the Term Note, regardless of the
length of time that the Holder has owned the Term Note. If the Holder redeems,
in whole or in part, a 15 Month, 18 Month, 21 Month, 24 Month, 27 Month, 30
Month, 36 Month, 48 Month, 60 Month, 84 Month or 120 Month Term Note, the Holder
will forfeit 3 months of interest earned, or that could have been earned, on the
amount redeemed at the rate being paid on the Term Note, regardless of the
length of time that the Holder has owned the Term Note. Where necessary to
comply with the requirements of this paragraph, the Company will deduct interest
already paid to or for the account of the Holder from the amount redeemed.
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<PAGE> 11
Term Notes may be redeemed before maturity without forfeiture of interest upon
the death of any Holder or if the Holder is determined to be legally
incompetent. The Company may require the Holder to give the Company no less than
thirty (30) days' prior written notice, by first class mail, of a redemption
demanded by the Holder. The Holder must specify in the notice the principal
amount of the Term Note to be redeemed and the redemption date.
TERMS OF SUBORDINATED DAILY NOTES
The Company will issue Daily Notes in the minimum original principal amount of
$50. Holders of Daily Notes may increase or decrease the original principal
amount at any time by making additional purchases or partial redemptions. Each
partial redemption must be in the minimum amount of $50 and may not reduce the
principal amount of the Daily Note below $50. Upon request of the Holder of a
Daily Note, the Company will record on the Daily Note any adjustments to the
original principal amount, such as additional purchases or partial redemptions.
If the Holder redeems a Daily Note in full, such Daily Note must be surrendered
by the Holder to the Company and the Company will pay to the Holder the
outstanding principal amount thereof, together with any accrued but unpaid
interest. The Company may require the Holder to give the Company no less than
thirty (30) days' prior written notice, by first class mail, of a redemption
demanded by the Holder. The Holder must specify in the notice the principal
amount of the Daily Note to be redeemed and the redemption date.
The Company will determine the interest rate payable on the Daily Note. The
interest rate may increase or decrease on a monthly basis. The Company will make
each adjustment, if any, to the interest rate on the first day of the month. The
interest rate, once adjusted, will be effective on the first day of each month
and will remain in effect until next adjusted by the Company. Interest will be
accrued daily and compounded quarterly.
TERMS OF SPECIAL SUBORDINATED DAILY NOTES
The Company will issue Special Daily Notes in the minimum original principal
amount of $50,000 or such lesser minimum amount as the Company may determine
from time to time as set forth in the current Prospectus Supplement. The Company
will offer and sell the Special Daily Notes only in Florida and Tennessee.
Holders of Special Daily Notes may increase or decrease the original principal
amount at any time by making additional purchases or partial redemptions. Each
partial redemption must be in the minimum amount of $2,500 and may not reduce
the principal amount of the Special Daily Note below the original minimum
purchase amount. Upon request of the Holder of a Special Daily Note, the Company
will record on the Special Daily Note any adjustments to the original principal
amount, such as additional purchases or partial redemptions.
If the Holder redeems a Special Daily Note in full, such Special Daily Note must
be surrendered by the Holder to the Company and the Company will pay to the
Holder the outstanding principal amount thereof, together with any accrued but
unpaid interest. The Company may require the Holder to give the Company no less
than thirty (30) days' prior written notice, by first class mail, of a
redemption demanded by the Holder. The Holder must specify in the notice the
principal amount of the Special Daily Note to be redeemed and the redemption
date.
The Company will determine the interest rate payable on the Special Daily Note.
The interest rate on each Special Daily Note will be 8.00% until September 30,
2000. Thereafter, the interest rate may increase or decrease on a quarterly
basis, provided that (1) the rate may not be reduced by more than 0.50% in any
quarter and (2) the rate may not be reduced below 6.50% prior to December 31,
2002. The Company will make each adjustment, if any, to the interest rate on the
first day of January, April, July and October during the term of the Special
Daily Note (each such day is referred to as an
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<PAGE> 12
"Adjustment Date"). The interest rate, once adjusted, will be effective on the
applicable Adjustment Date and will remain in effect until next adjusted by the
Company. Interest will be accrued daily and compounded quarterly.
GENERAL PROVISIONS APPLICABLE TO ALL NOTES
Optional Redemption by the Company.
The Company has the right, at its option, to call any of the Notes for
redemption before maturity, at any time. The Company will make each partial
redemption payment ratably on all the outstanding Notes of the particular series
called for redemption. Interest on the Notes will continue to accrue until the
date of redemption and no premium will be paid on such Notes. The Company will
give each Holder at least thirty (30) days' prior written notice by first class
mail of each redemption, specifying, among other things, the principal amount of
the Note to be redeemed and the redemption date. Once the Company gives a notice
of redemption, the principal amount of the Note specified in such notice,
together with accrued and unpaid interest to the redemption date, will become
due and payable on the redemption date.
Subordination.
The indebtedness evidenced by the Notes is subordinate to the prior payment when
due of the principal of and interest on all Senior Indebtedness. Upon maturity
of any Senior Indebtedness, the Company must make payment in full on such Senior
Indebtedness before it can make any payment on the Notes. The Company may not
make any payment on the Notes while it is in default on the payment of any
Senior Indebtedness, or while any other event of default exists with respect to
Senior Indebtedness pursuant to which the holders thereof have accelerated the
maturity thereof. If the assets of the Company are distributed in any
dissolution, winding up, liquidation or reorganization, payment of the principal
of and interest on the Notes will be subordinated, to the extent and in the
manner set forth in the Indenture, to the prior payment in full of all Senior
Indebtedness. The Indenture does not limit the Company's ability to increase the
amount of Senior Indebtedness or to incur any additional indebtedness in the
future that may affect the Company's ability to make payments under the Notes.
Except as described above, the obligation of the Company to make payment of
principal or interest on the Notes will not be affected. The Holders of the
Notes will be subrogated to the rights of the holders of the Senior Indebtedness
to the extent of payments made on Senior Indebtedness out of the distributive
share of the Notes. By reason of such subordination, in the event of a
distribution of assets upon insolvency, certain general creditors of the Company
may recover more, ratably, than Holders of the Notes.
"Senior Indebtedness" means Indebtedness of the Company outstanding at any time
other than (1) Indebtedness of the Company to a Subsidiary for money borrowed or
advanced from any such Subsidiary and (2) Indebtedness which by its terms is not
superior in right of payment to the Notes.
"Indebtedness" means (1) any debt of the Company (i) for borrowed money or (ii)
evidenced by a note, debenture or similar instrument (including a purchase money
obligation) given in connection with the acquisition of any property or assets,
including securities; (2) any debt of others described in the preceding clause
(1) which the Company has guaranteed or for which it is otherwise liable; and
(3) any amendment, renewal, extension or refunding of any such debt. As of
December 31, 1999, the outstanding amount of Senior Indebtedness of the Company
was approximately $25.0 million.
Defaults and Remedies.
The term "Events of Default" when used in the Indenture means any one of the
following: (i) failure of the Company to pay interest which failure continues
for 30 days, or failure to pay principal of (or premium, if any, on) any of the
Notes when due (whether or not prohibited by the subordination provisions); (ii)
failure to perform any other covenant or breach of any warranty continuing for
60 days
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<PAGE> 13
after the Company receives written notice of such failure or breach; (iii) the
default under any instrument governing indebtedness of the Company or any
subsidiary for money borrowed or guaranteed which constitutes a failure to pay
principal in an aggregate principal amount exceeding $1,000,000 or which has
resulted in an aggregate principal amount of at least $1,000,000 becoming or
being declared due prior to its stated maturity, and which default is not cured
within 30 days after the Company receives written notice thereof; and (iv)
certain events of bankruptcy, insolvency or reorganization involving the Company
or certain of its subsidiaries.
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default, mail to the Holders notice of all uncured defaults
known to it (the term "default" for this purpose only means the happening of any
Event of Default specified above, excluding grace periods). In the case of
default in the payment of principal of or interest on any of the Notes, the
Trustee will be protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interest of the
Holders.
If an Event of Default occurs and is continuing, the Trustee or the Holders of
not less than 25% in aggregate principal amount of any series of the Notes then
outstanding, by notice in writing to the Company (and to the Trustee if given by
the holders), may declare the principal of and all accrued interest on all the
Notes of such series to be due and payable immediately. The Holders of a
majority in principal amount of such series of Notes may rescind such
declaration if (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay all overdue interest on such series of Notes and principal of
(and premium, if any, on) any Notes which have become due otherwise than by such
declaration of acceleration and (2) all existing Events of Default have been
cured or waived.
Defaults (except, unless cured, a default in payment of principal of or interest
on the Notes or a default with respect to a provision which cannot be modified
under the terms of the Indenture without the consent of each Holder affected)
may be waived by the Holders of a majority in principal amount of a series of
Notes (with respect to such series) upon the conditions provided in the
Indenture.
The Indenture requires the Company to file periodic reports with the Trustee as
to the absence of defaults.
A director, officer, employee or stockholder, as such, of the Company will not
have any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder, by accepting a Note, waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.
Consolidation, Merger, Conveyance, Transfer or Lease.
The Company may not consolidate with, merge into, or transfer or lease
substantially all of its assets to, any other corporation unless the successor
corporation assumes all obligations of the Company under the Indenture and the
Notes and certain other conditions are met. Thereafter all such obligations of
the Company will terminate and the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer or
lease is made will succeed to all rights and powers of the Company under the
Indenture.
The Indenture prohibits the issuance, sale, assignment, transfer or other
disposition of shares of, or securities convertible into, or options, warrants
or rights to subscribe for or purchase shares of a subsidiary, or any
successors, or mergers or consolidations involving a subsidiary, or sales or
transfers of assets substantially as an entirety by any subsidiary. The Company
may, with respect to any subsidiary that is not a Principal Member Bank (as
defined in the Indenture), (1) dispose of any shares of stock or (2) issue
shares of stock or permit a merger, consolidation or sale or lease of assets if
the consideration received at least equals the fair value of the shares or
assets transferred and either the Company's pro rata interest in the subsidiary
is maintained or the Company owns no shares of the
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<PAGE> 14
subsidiary immediately after the transaction. The Indenture does not prohibit
such dispositions (i) if made in compliance with any order of the court or
regulatory authority or made as a condition imposed by a court or authority to
the acquisition by the Company of any entity, or (ii) when the proceeds are,
within 270 days, or such longer period of time as may be necessary to obtain
requisite regulatory approvals, to be invested in a subsidiary (including any
entity which upon such investment becomes a subsidiary) engaged in a business
legally permissible for bank holding companies.
Modification of the Indenture.
The Company and the Trustee may supplement or amend the Indenture under certain
specified circumstances, without the consent of any Holder, including to cure
any ambiguity, to correct or supplement any other provision thereof, to evidence
the succession of a successor to the Company or the Trustee, to add to the
covenants of the Company for the benefit of the Holders or additional Events of
Default, to secure the Notes, or to add any other provisions with respect to
matters or questions arising thereunder which the Company and the Trustee deem
necessary or desirable and which do not adversely affect the interests of the
Holders. Otherwise, the rights and obligations of the Company and the rights of
the Holders may be modified by the Company and the Trustee only with the consent
of the Holders of a majority in principal amount of each series of Notes then
outstanding.
Consumer Finance Subsidiary as Selling Agent and Paying Agent of the Company.
Regency Finance Company, and its subsidiary, Citizens Financial Services, Inc.,
will act as selling agents and paying agents of the Company. Therefore, the
Holders will make all payments for Notes to Regency or Citizens, as agent for
the Company, and Regency or Citizens will make all principal and certain
interest payments to the Holders, as agent for the Company.
Notes Non-Negotiable.
The Notes are non-negotiable and no rights of ownership may be transferred by
mere endorsement and delivery of a Note to a purchaser. All transfers and
assignments of Notes may be made only at the offices of Regency Finance Company
or its subsidiary, Citizens Financial Services, Inc., upon presentation of the
Note and recordation of such transfer or assignment in the books of the Company.
Satisfaction and Discharge of Indenture.
The Indenture will be discharged and cancelled upon payment of all securities
issued under the Indenture, including the Notes, or upon deposit with the
Trustee, within not more than one year prior to the maturity of all the
outstanding securities issued under the Indenture, of funds sufficient for such
payment or redemption.
The Trustee.
The Trustee is Chase Manhattan Trust Company, National Association, successor to
Northern Central Bank. Notice to the Trustee should be directed to One Oxford
Centre, 301 Grant Street, Suite 1100, Pittsburgh, Pennsylvania 15219.
The Holders of a majority in principal amount of all outstanding series of Notes
have the right to direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Trustee, provided that such direction
would not conflict with any rule of law or with the Indenture, would not be
prejudicial to the rights of another Holder and would not subject the Trustee to
personal liability. The Indenture provides that in case an Event of Default
should occur and be known to the Trustee (and not be cured), the Trustee will be
required to use the degree of care of a prudent man in the conduct of his own
affairs in the exercise of its power. Subject to such provisions, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the Holders unless they shall have offered to
the Trustee security and indemnity satisfactory to it.
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<PAGE> 15
Federal Income Tax Considerations.
A Holder of Notes may be subject to "backup withholding" under certain
circumstances. Backup withholding applies to a Holder who is a United States
person if the Holder, among other things,
(1) fails to furnish his social security number or other taxpayer identification
number ("TIN") to the payer responsible for backup withholding (for example,
the Holder's securities broker),
(2) furnishes such payer an incorrect TIN,
(3) fails to provide such payer with a certified statement, signed under
penalties of perjury, that the TIN provided to the payer is correct and that
the Holder is not subject to backup withholding, or
(4) fails to report properly interest and dividends on his tax return. Backup
withholding, however, does not apply to payments made to certain exempt
recipients, such as corporations and tax-exempt organizations. The backup
withholding rate is 31% of "reportable payments," which generally will
include interest on Notes.
Under present law all interest earned on the Notes will be taxable each year for
Federal income tax purposes. Even though interest on certain series of Notes may
be accrued during a calendar year but not paid until a future year, the accrued
interest may be taxable for Federal income tax purposes during the calendar year
of accrual.
Holders of Notes should consult their own tax advisors about the federal, state
and local tax consequences of owning Notes.
PLAN OF DISTRIBUTION
Officers and employees of Regency, the Company's consumer finance subsidiary,
and its wholly-owned subsidiary, Citizens Financial Services, Inc., will sell
the Notes without registration as brokers or dealers in reliance upon the safe
harbor provided by Rule 3a4-1 under the Exchange Act. Such officers and
employees will not receive any commissions or direct or indirect compensation in
connection with the sale of the Notes.
The Company will market the Notes through the use of newspaper advertisements
and signs in the Regency offices and through the provision of copies of this
Prospectus to customers who inquire about purchasing the Notes. The Company will
not market the Notes through any mass mailings, telephone calls or other
personal solicitation.
LEGAL MATTERS
The law firm of Cohen & Grigsby, P.C., Pittsburgh, Pennsylvania, rendered an
opinion regarding the validity of the Notes covered by this Prospectus.
INDEPENDENT AUDITORS
The consolidated financial statements of the Company at December 31, 1999 and
1998, and for each of the three years in the period ended December 31, 1999,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon, incorporated by reference in the Company's Annual Report
on Form 10-K for the year ended December 31, 1999, and incorporated herein by
reference. As to 1998, their report is based, in part, on the report of Bobbitt,
Pittenger & Company, P.A., independent auditors, who audited Guaranty Bank and
Trust Company. As to 1997, their report is based, in part, on the reports of
Hacker, Johnson, Cohen & Grieb, PA, independent auditors, who audited Seminole
Bank and Citizens Holding Corporation, and on the report of Bobbitt, Pittenger &
Company, P.A., independent auditors, who audited Guaranty Bank and Trust
Company.
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<PAGE> 16
The financial statements referred to above are incorporated herein by reference
in reliance upon such reports given upon the authority of such firms as experts
in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The Company files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any report, statements or
other information filed by the Company at the SEC's public reference rooms in
Washington, D.C., New York, New York, or Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. The
Company's SEC filings are also available to the public from commercial document
retrieval services and at the web site maintained by the SEC at
"http://www.sec.gov."
The Company has filed a Registration Statement on Form S-3 to register with the
SEC the Notes sold under this Prospectus. This Prospectus is part of that
Registration Statement. As allowed by the SEC rules, this Prospectus does not
contain all the information you can find in the Registration Statement or the
exhibits to the Registration Statement.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" certain information in this
Prospectus which means that we can disclose important information to you by
referring you to another document filed separately with the SEC by the Company.
The information incorporated by reference is deemed to be part of this
Prospectus, except for any information superseded by information in the
Prospectus. This Prospectus incorporates by reference the documents set forth
below that the Company has previously filed with the SEC. These documents
contain important information about the Company and its finances.
<TABLE>
<CAPTION>
COMPANY FILINGS (SEC FILE NO. 08144) PERIOD
------------------------------------ ------
<S> <C>
Annual Report on Form 10-K the year ended December 31, 1999
Quarterly Report on Form 10-Q the quarter ended March 31, 2000
</TABLE>
We further incorporate by reference additional documents that the Company files
with the SEC between the date of this Prospectus and the date the offering of
Notes is terminated.
Upon request the Company will provide, without charge, a copy of any or all of
the documents incorporated by reference in this document (other than exhibits to
the documents, unless the exhibits are specifically incorporated by reference).
Your requests for copies should be directed to F.N.B. Shareholder Services, P.O.
Box 413043, Naples, FL 34101-3043, Telephone: 800-490-3951.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following expenses will be incurred in connection with the issuance and
distribution of the securities being registered:
<TABLE>
<S> <C>
Securities and Exchange Commission Fee*..................... $ 66,000.00*
Printing and engraving expenses............................. 12,000.00
Legal fees and expenses..................................... 12,000.00
Accounting fees and expenses................................ 10,000.00
Trustee fees................................................ 6,000.00
Miscellaneous expenses...................................... 5,000.00
-----------
Total.................................................. $111,000.00
===========
</TABLE>
---------------
* Exact; all other fees and expenses are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Numbered Paragraph 6.b of the Articles of Incorporation, as amended, of F.N.B.
Corporation provides as follows:
Directors and Officers of the Corporation shall be indemnified as of
right to the fullest extent now or hereafter permitted by law in connection
with any actual or threatened action, suit or proceedings, civil, criminal,
administrative, investigative or other (whether brought by or in the right
of the Corporation or otherwise), arising out of their service to the
Corporation or to another organization at the request of the Corporation,
or because of their positions with the Corporation. Persons who are not
Directors or Officers of the Corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the Board
of Directors of the Corporation. The Corporation may purchase and maintain
insurance to protect itself and any such Director, Officer or other person
against any liability, cost or expense asserted against or incurred by him
in respect of such service, whether or not the Corporation would have the
power to indemnify him against such liability by law or under the
provisions of this paragraph. The provisions of this paragraph shall be
applicable to persons who have ceased to be Directors or Officers, and
shall inure to the benefit of the heirs, executors and administrators of
persons entitled to indemnity hereunder.
Article IX of the Bylaws of F.N.B. Corporation provides that the Corporation
shall indemnify each director and officer of the Corporation and of its
controlled subsidiaries made or threatened to be made a party to any civil,
criminal, administrative action, suit or proceeding (whether brought by or in
the name of the Corporation or otherwise) arising out of such director's or
officer's service to the Corporation or to another organization at the
Corporation's request against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such director and officer in connection with such action, suit or proceeding.
Indemnification shall not be made with respect to actions, suits or proceedings
where the act or omission giving rise to the claim for indemnification has been
determined to have constituted willful misconduct or recklessness or where
prohibited by law. In addition, expenses incurred by each director and officer
in defending any such action, suit or proceeding, shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if an undertaking (in form and scope satisfactory to the Corporation)
shall have been furnished to the Corporation to repay amounts so advanced if and
to the extent it shall ultimately be determined that such officer or director is
not entitled to indemnification and certain other
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<PAGE> 18
conditions shall have been satisfied. The Corporation may purchase and maintain
insurance, create a fund of any nature, grant a security interest or otherwise
secure or insure in any manner its indemnification obligations.
Article II, Section 17 of the Bylaws of F.N.B. Corporation provides that to the
fullest extent permitted by law, no director of the Corporation shall be
personally liable for monetary damages for any action taken, or any failure to
take any action.
Section 1741 of the Pennsylvania Business Corporation Law (the "BCL") provides
that a corporation shall (subject to the provisions described in the second
succeeding paragraph) have the power to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was a representative of the
corporation, or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such persons in connection with
the action or proceeding if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that such
person did not act in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 1742 of the Pennsylvania BCL provides that a corporation shall (subject
to the provisions described in the succeeding paragraph) have the power to
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a representative of the corporation, or is or was serving at
the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense of the
settlement of the action if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Indemnification shall not be made in respect of any claim, issue or
matter as to which such person has been adjudged to be liable to the corporation
unless and only to the extent that the court of common pleas of the county in
which the registered office of the corporation is located or the court in which
the action was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses that the
court of common pleas or other court deems proper.
Under Section 1744 of the Pennsylvania BCL, any such indemnification (unless
ordered by a court) shall be made by the corporation only as authorized in a
specific case upon a determination that indemnification of the representative is
proper in the circumstances because such person has met the applicable standard
of conduct. Such determination shall be made:
(1) By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action or proceeding;
or
(2) If such quorum is not obtainable or, even if obtainable, a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) By the shareholders.
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<PAGE> 19
Notwithstanding the above, Section 1743 provides that to the extent that a
representative of the corporation has been successful on the merits or otherwise
in defense of any action or proceeding referred to above, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
Under Section 1745 of the Pennsylvania BCL, expenses (including attorneys' fees)
incurred in defending any action or proceeding may be paid by the corporation in
advance of the final disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be indemnified by the
corporation.
Section 1746 of the Pennsylvania BCL further provides that the indemnification
provided by Sections 1741, 1742 and 1743 and the advancement of expenses
provided by Section 1745 shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders, disinterested
directors or otherwise, both as to action in his official capacity and as to
action in other capacity while holding that office. A corporation may create a
fund of any nature, which may, but need not be, under the control of a trustee,
or otherwise secure or insure in any manner its indemnification obligations,
whether arising under or pursuant to Section 1746 or otherwise. Indemnification
pursuant to Section 1746 shall not be made in any case where the act or failure
to act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.
Indemnification pursuant to Section 1746 under any bylaw, agreement, vote of
shareholders, or directors or otherwise may be granted for any action taken or
any failure to take any action and may be made whether or not the corporation
would have the power to indemnify the person under any other provision of law
except as provided in such Section 1746 and whether or not the indemnified
liability arises or arose from any threatened, pending or completed action by or
in the right of the corporation. Section 1746 declares such indemnification to
be consistent with the public policy of Pennsylvania.
The foregoing is only a general summary of certain aspects of Pennsylvania law
dealing with indemnification of directors and officers and does not purport to
be complete. It is qualified in its entirety by reference to the relevant
statutes which contain detailed specific provisions regarding the circumstances
under which the person for whose benefit indemnification shall or may be made
and accordingly are incorporated herein by reference as Exhibit 99.2 of this
registration statement.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<C> <S>
4.1 Specimen of the Registrant's Subordinated Term Notes due 3,
6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120
Months, incorporated by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form S-3, File No.
333-74737
4.2 Specimen of the Registrant's Subordinated Daily Notes,
incorporated by reference to Exhibit 4.2 of the Registrant's
Registration Statement on Form S-3, File No. 333-74737
4.3 Specimen of the Registrant's Special Subordinated Daily
Notes
4.4 Form of Indenture authorizing the Registrant's Securities
issued pursuant to this Registration Statement to be
qualified under the Trust Indenture Act, incorporated by
reference to Exhibit 4.7 of the Registrant's Registration
Statement on Form S-2, File No. 33-45888.
</TABLE>
II-3
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<C> <S>
4.5 First Supplemental Indenture dated as of January 1, 1994
between the Registrant and the Trustee, incorporated by
reference to Exhibit 4.4 of the Registrant's Registration
Statement on Form S-3, File No. 33-61367.
4.6 Form of Officer's Certificate setting forth the terms of (i)
the Registrant's Subordinated Notes due 3, 6, 9, 12, 15, 18,
21, 24, 27, 30, 36, 48, 60, 84 and 120 Months, and (ii) the
Registrant's Subordinated Daily Cash Accounts, incorporated
by reference to Exhibit 4.5 of the Registrant's Registration
Statement on Form S-3, File No. 33-67440.
4.7 Form of Acceptance of Offer
5 Opinion of Cohen & Grigsby, P.C. re: legality
12 Statement re: computation of ratios
23.1 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Bobbitt, Pittenger & Company, P.A.
23.4 Consent of Hacker, Johnson, Cohen & Grieb, PA
24 Powers of Attorney
25 Statement of Eligibility of Trustee*
99.1 Form of Prospectus Supplement
99.2 Provisions of Pennsylvania law regarding indemnification of
directors and officers, incorporated by reference to Exhibit
99.3 of the Registrant's Registration Statement on Form S-4,
File No. 333-22909.
</TABLE>
---------------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
II-4
<PAGE> 21
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Hermitage, Commonwealth of Pennsylvania, on May 31, 2000.
F.N.B. CORPORATION
By /s/ JOHN D. WATERS
------------------------------------
John D. Waters,
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, the registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<C> <S> <C>
/s/ PETER MORTENSEN Chairman, Chief Executive Officer May 31, 2000
------------------------------------------------ and Director (Principal Executive
Peter Mortensen Officer)
/s/ STEPHEN J. GURGOVITS Vice Chairman and Director May 31, 2000
------------------------------------------------
Stephen J. Gurgovits
/s/ GARY L. TICE President, Chief Operating Officer May 31, 2000
------------------------------------------------ and Director
Gary L. Tice
/s/ JOHN D. WATERS Vice President and Chief Financial May 31, 2000
------------------------------------------------ Officer (Principal Accounting
John D. Waters Officer)
Director May 31, 2000
------------------------------------------------
W. Richard Blackwood
Director May 31, 2000
------------------------------------------------
Alan C. Bomstein
/s/ WILLIAM B. CAMPBELL Director May 31, 2000
------------------------------------------------
William B. Campbell
/s/ CHARLES T. CRICKS Director May 31, 2000
------------------------------------------------
Charles T. Cricks
/s/ HENRY M. EKKER Director May 31, 2000
------------------------------------------------
Henry M. Ekker
/s/ JAMES S. LINDSAY Director May 31, 2000
------------------------------------------------
James S. Lindsay
/s/ PAUL P. LYNCH Director May 31, 2000
------------------------------------------------
Paul P. Lynch
Director May 31, 2000
------------------------------------------------
Edward J. Mace
Director May 31, 2000
------------------------------------------------
Robert S. Moss
</TABLE>
II-6
<PAGE> 23
<TABLE>
<C> <S> <C>
Director May 31, 2000
------------------------------------------------
William A. Quinn
/s/ WILLIAM J. STRIMBU Director May 31, 2000
------------------------------------------------
William J. Strimbu
/s/ ARCHIE O. WALLACE Director May 31, 2000
------------------------------------------------
Archie O. Wallace
/s/ JAMES T. WELLER Director May 31, 2000
------------------------------------------------
James T. Weller
Director May 31, 2000
------------------------------------------------
Eric J. Werner
Director May 31, 2000
------------------------------------------------
Benjamin Wiley
Director May 31, 2000
------------------------------------------------
Donna C. Winner
</TABLE>
II-7
<PAGE> 24
EXHIBIT INDEX
(PURSUANT TO ITEM 601(a) OF REGULATION S-K)
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- ----------
<C> <S> <C>
4.1 Specimen of the Registrant's Subordinated Term Notes due 3,
6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120
Months, incorporated by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form S-3, File No.
333-74737
4.2 Specimen of the Registrant's Subordinated Daily Notes,
incorporated by reference to Exhibit 4.2 of the Registrant's
Registration Statement on Form S-3, File No. 333-74737
4.3 Specimen of the Registrant's Special Subordinated Daily
Notes
4.4 Form of Indenture authorizing the Registrant's Securities
issued pursuant to this Registration Statement to be
qualified under the Trust Indenture Act, incorporated by
reference to Exhibit 4.7 of the Registrant's Registration
Statement on Form S-2, File No. 33-45888.
4.5 First Supplemental Indenture dated as of January 1, 1994
between the Registrant and the Trustee, incorporated by
reference to Exhibit 4.4 of the Registrant's Registration
Statement on Form S-3, File No. 33-61367.
4.6 Form of Officer's Certificate setting forth the terms of (i)
the Registrant's Subordinated Notes due 3, 6, 9, 12, 15, 18,
21, 24, 27, 30, 36, 48, 60, 84 and 120 Months, and (ii) the
Registrant's Subordinated Daily Cash Accounts, incorporated
by reference to Exhibit 4.5 of the Registrant's Registration
Statement on Form S-3, File No. 33-67440
4.7 Form of Acceptance of Offer
5 Opinion of Cohen & Grigsby, P.C. re: legality
12 Statement re: computation of ratios
23.1 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Bobbitt, Pittenger & Company, P.A.
23.4 Consent of Hacker, Johnson, Cohen & Grieb, PA
24 Powers of Attorney
25 Statement of Eligibility of Trustee*
99.1 Form of Prospectus Supplement
99.2 Provisions of Pennsylvania law regarding indemnification of
directors and officers, incorporated by reference to Exhibit
99.3 of the Registrant's Registration Statement on Form S-4,
File No. 333-22909.
</TABLE>
---------------
* To be filed by amendment.
