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, 2000
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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
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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)
Florida 25-1255406
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2150 Goodlette Road North
Naples, Florida 34102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 262-7600
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $2 per share
7 1/2% Cumulative Convertible Preferred Stock, Series B, par value $10 per share
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(Title of Class)
This is Amendment No. 1 to the 2000 Form 10-K and is dated June 28, 2001.
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............................................ 1
Statements of Net Assets Available for Benefits........................... 2
Statements of Changes in Net Assets Available for Benefits ............... 3
Notes to Financial Statements............................................. 4
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year).......... 10
Schedule H, Line 4(j) - Schedule of Reportable Transactions............... 12
FINANCIAL STATEMENT SCHEDULES
Not Applicable.
REPORTS ON FORM 8-K
A report on Form 8-K, dated January 9, 2001, was filed by the
Corporation to announce the Corporation's charter consolidation plan,
which occurred during the first quarter of 2001.
A report on Form 8-K, dated February 6, 2001, was filed by the
Corporation to report the Corporation's earnings for the fourth quarter
of 2000 and for the year ended December 31, 2000.
A report on Form 8-K, dated March 6, 2001, was filed by the Corporation
to announce the Corporation's proposed relocation of its corporate
headquarters from Hermitage, Pennsylvania to Naples, Florida and
proposed reincorporation from Pennsylvania to Florida.
A report on Form 8-K, dated June 6, 2001, was filed by the Corporation
to announce that the reincorporation from the Commonwealth of
Pennsylvania to the State of Florida was effective June 1, 2001.
A report on Form 8-K, dated June 14, 2001, was filed by the Corporation
to announce the Agreement and Plan of Merger entered into with
Promistar Financial Corporation on June 13, 2001.
EXHIBITS
23.1 Consent of Ernst & Young LLP, Independent Auditors for the Plan, filed
within.
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, 2001 /s/John D. Waters
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John D. Waters
Vice President and Chief Financial Officer
Audited Financial Statements
F.N.B. Corporation
Salary Savings Plan
Year ended December 31, 2000
and as of December 31, 1999
with Report of Independent Auditors
Audited Financial Statements
F.N.B. Corporation Salary Savings Plan
Year ended December 31, 2000
and as of December 31, 1999
with Report of Independent Auditors
F.N.B. Corporation Salary
Savings Plan
Audited Financial Statements
Year ended December 31, 2000
and as of December 31, 1999
Contents
Report of Independent Auditors .............................................. 1
Audited Financial Statements
Statements of Net Assets Available for Benefits.............................. 2
Statements of Changes in Net Assets Available for Benefits .................. 3
Notes to Financial Statements ............................................... 4
Supplemental Schedules
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) .............10
Schedule H, Line 4(j)--Schedule of Reportable Transactions ..................12
Supplemental Schedules
Report of Independent Auditors
F.N.B. Corporation Salary Savings Plan
Naples, Florida
We have audited the accompanying statements of net assets available for benefits
of F.N.B. Corporation Salary Savings Plan as of December 31, 2000 and 1999, and
the related statements of changes in net assets available for benefits for the
year ended December 31, 2000. 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, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, 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 at year end as of December 31, 2000, and reportable transactions for the
year then ended, are presented for purposes 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
Birmingham, Alabama
June 20, 2001
-1-
F.N.B. Corporation Salary
Savings Plan
Statements of Net Assets Available for Benefits
December 31
2000 1999
------------------------------
Assets
Investments at fair value:
Interest in pooled separate accounts $ 9,729,487 $ 9,356,716
F.N.B. Corporation Common Stock 3,902,017 3,145,879
Participant loans 554,240 430,029
Employer contribution receivable 287,894 707
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Net assets available for benefits $14,473,638 $12,933,331
==============================
See accompanying notes.
-2-
F.N.B. Corporation Salary
Savings Plan
Statements of Changes in Net Assets
Available for Benefits
Year ended
December 31
2000
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Additions:
Investment income:
Net depreciation in fair value of investments $ (362,229)
Interest 115,086
Dividends 233,443
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(13,700)
Contributions:
Participant 1,542,929
Employer 1,628,917
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3,171,846
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Total additions 3,158,146
Deductions:
Distributions to participants or beneficiaries 1,597,063
Administrative expenses 20,776
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Total deductions 1,617,839
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Net increase 1,540,307
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Net assets available for benefits:
Beginning of year 12,933,331
------------
End of year $14,473,638
============
See accompanying notes.
-3-
F.N.B. Corporation Salary
Savings Plan
Notes to Financial Statements
December 31, 2000
1. Description of the Plan
The following description of the F.N.B. Corporation Salary Savings 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 Naples; Cape Coral National Bank;
First National Bank of Ft. Myers; First National Bank of Florida; West Coast
Guaranty Bank; The Customer Service Center of F.N.B., LLC FL Division; and
F.N.B. Affiliate Services. Participants who have completed 1,000 hours 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).
Contributions
Under the Plan, participating employees may make voluntary pretax and
contributions to their accounts of up to 15% of annual base compensation. The
Corporation, at its discretion, matches 50% of the first 6% of the participants
annual base compensation. The Corporation, at its discretion, may also make a
fixed nonelective contribution equal to 5% of the compensation of all eligble
participants and may from time to time contribute to the Plan such additional
amounts, as discretionary nonelective contributions, as the Board of Directors
may in its sole discretion deem advisable, as detailed in the Plan agreement
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 into any of several funds
maintained by Principal Mutual Life Insurance Company. Principal Financial Group
(Principal) is the custodian of all of the Plan's assets.
-4-
F.N.B. Corporation Salary
Savings Plan
Notes to Financial Statements
1. Description of the Plan (continued)
Contributions (continued)
The employer's discretionary 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 discretionary
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.
Participant Loans
Participants may borrow from their fund accounts up to a maximum equal to the
lesser of $50,000 or 50% of their vested account balance. Loan terms range from
1-5 years. The loans are secured by the balance in the participant's account and
bear interest at a rate commensurate with local prevailing rate as determined by
the Plan Administrator. Principal and interest are paid ratably through payroll
deductions.
Vesting
Participants are immediately vested in their voluntary contributions plus actual
earnings thereon. Participants are 100% vested in the employer's 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%
-5-
F.N.B. Corporation Salary
Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Forfeitures
Upon termination of a participant, the employer's contributions to which the
participant is not vested is segregated into a separate account and is used to
reduce the Corporation's administrative expenses. Any remaining balance is
distributed among the participant's accounts.
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.
Administrative Expenses
All administrative expenses of the Plan, except for investment fees, are paid by
the Corporation. Such expenses have historically been comprised of fees of
audit, custody and recordkeeping services and have been immaterial in relation
to the Corporation and the Plan.
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.
2. Summary of Accounting Policies
Basis of Presentation
The financial statements have been prepared on the accrual basis of accounting
in accordance with accounting principles generally accepted in the United
States.
-6-
F.N.B. Corporation Salary
Savings Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
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. The participant loans are valued at their
outstanding balances, which approximate fair value.
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
2000 1999
--------------------------------
Principal Life Insurance Company:
Guaranteed Interest Account $1,353,034 $1,511,292
Money Market Account 867,807 1,078,756
Large Capital Stock Index Account 2,284,762 2,097,304
Large Company Blend Account 794,298 -
F.N.B. Corporation Common Stock* 3,902,017 3,145,879
* Non-participant directed investment
-7-
F.N.B. Corporation Salary
Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
During 2000, 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:
2000
-------------
Pooled separate accounts $ (176,119)
F.N.B. Corporation Common stock (186,110)
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$ (362,229)
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4. Nonparticipant-Directed Investment
Information about the net assets and the significant components of the changes
in net assets relating to investments in F.N.B. Corporation Common Stock is as
follows:
December 31
2000 1999
-----------------------------
Investments at fair value:
F.N.B. Corporation Common Stock Fund $3,902,017 $3,145,879
Year ended
December 31
2000
-----------
Changes in net assets:
Participant contributions $ 70,715
Employer contributions 853,580
Net depreciation in fair value of investments (186,110)
Dividends 233,443
Distributions to participants or beneficiaries (193,655)
Transfers to participant-directed investments (21,835)
-----------
756,138
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-8-
F.N.B. Corporation Salary
Savings Plan
Notes to Financial Statements (continued)
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated February 26, 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.
6. Subsequent Event
The following amendments to the summary plan document will become effective July
1, 2001: employees will be eligible to participate in the Plan after 90 days of
service and vesting in the employer contributions will be determined as of the
participant's date of hire.
During the 1st quarter of 2001, the Corporation completed a consolidation
charter plan which reduced the number of bank charters from eight to three.
Under the plan, the Corporation's five Florida banks were merged under First
National Bank of Florida.
-9-
F.N.B. Corporation Salary
Savings Plan
EIN: 65-0083472
Plan Number: 001
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2000
Identity of Issue, Borrower, Description of Investment Current
Lessor or Similar Entity Cost Value
-----------------------------------------------------------------------------------------------------------
Pooled Separate Accounts:
* Principal Life Insurance Company Guaranteed Interest Account ** $ 1,353,034
Money Market Account ** 867,807
Bond & Mortgage Account ** 156,507
Government Securities Account ** 277,195
High Quality Intermed-Term Account ** 141,829
High Quality Long-Term Account ** 28,757
Century Income & Growth Account ** 183,970
Bond Emphasis Balanced Account ** 263,847
Large Capital Stock Index Account ** 2,287,389
Large Company Blend Account ** 794,298
Medium Company Value Account ** 299,424
Putnam Voyage Account ** 299,526
Real Estate Account ** 104,172
Stock Emphasis Balanced Account ** 613,090
Total Market Stock Index Account ** 91,259
INVESCO Small Company Growth Account ** 179,152
Medium Company Blend Account ** 346,919
Medium Company Growth Account ** 115,265
-10-
F.N.B. Corporation Salary
Savings Plan
EIN: 65-0083472
Plan Number: 001
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) (continued)
December 31, 2000
Identity of Issue, Borrower, Description of Investment Current
Lessor or Similar Entity Cost Value
-----------------------------------------------------------------------------------------------------------
* Principal Life Insurance Company Mid-Capital Stock Index ** 124,265
Small Capital Stock Index Account ** 39,403
Small Company Blend Account ** 600,474
Small Company Value Account ** 26,068
International Stock Account ** 538,463
* Company Common Stock:
F.N.B. Corporation Common Stock 4,471,721 3,902,016
Loans to participants Interest rates ranging from
7.0% to 11.5% ** 554,240
-----------
Total investments $14,188,369
===========
* Indicates party-in-interest to the Plan
** Column (d) has not been presented as this information is not applicable.
-11-
F.N.B. Corporation Salary
Savings Plan
EIN: 65-0083472
Plan Number: 001
Schedule H, Line 4(j)--Schedule of Reportable Transactions
Year ended December 31, 2000
(h) Current
Value of
Asset on
(a) Identity of (b) Description of (c) Purchase (d) Selling (g) Cost of Transaction (i) Net Gain
Party Involved Assets Price Price Asset Date (Loss)
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Category (iii)--series of transactions in excess of 5% of plan assets
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F.N.B. Corporation Common Stock Fund:
Purchases--93 $1,128,397 $ - $1,128,397 $1,128,397 $ -
There were no category (i), (ii) or (iv) reportable transactions during 2000.
Column (e) and (f) have not been presented as this information is not
applicable.
-12-
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, 2001 /s/John D. Waters
------------------------- -------------------------------------------
John D. Waters
Vice President and Chief Financial Officer,
F.N.B. Corporation, Trustee