Filed pursuant to Rule 424b(3)
of the Securities and Exchange Commission
Registration No. 333-111833
[LOGO]
F.N.B. CORPORATION
2,000,000 SHARES
COMMON STOCK
We have adopted a dividend reinvestment and direct stock purchase plan
to provide both existing shareholders and interested new investors a convenient
and cost-effective method to purchase shares of our common stock. You may begin
participating in our plan by completing a plan enrollment form and returning it
to Registrar and Transfer Company, our plan administrator. Our common stock is
listed on the New York Stock Exchange under the symbol "FNB." If you are
currently participating in our plan, you do not need to take any action.
Some of the significant features of our plan are as follows:
o If you are not an existing shareholder, you may enroll in our
plan by making an initial cash purchase of our common stock of
between $1,000 and $10,000.
o If you are a shareholder, you can participate in our plan by
enrolling at least 50 shares of our common stock in our plan.
o Once enrolled in our plan, you may purchase additional shares
of common stock by automatically reinvesting all or any
portion of the cash dividends paid on our common stock.
o You may also purchase additional shares of common stock by
making cash purchases of at least $50, up to $10,000 per
month.
o You may also make automatic monthly investments by authorizing
electronic funds to be transferred from your banking or
checking accounts. You may make an electronic fund transfer
for as little as $50 per month, up to $10,000 per month.
o Your purchase of shares of our common stock will be free of
brokerage fees, commissions or charges. We will bear all
expenses for any open market purchases.
o We may sell newly issued shares under our plan or instruct our
plan administrator to purchase shares in the open market or
privately negotiated transactions, or elect a combination of
these alternatives.
o The purchase price of newly issued shares purchased under our
plan will be the average of the high and low trading prices
for our common stock quoted on the New York Stock Exchange on
the day of purchase. The purchase price of any shares
purchased on the open market will be the weighted average
price per share for the purchase order in which the shares are
purchased.
Participation in our plan is entirely voluntary, and you may terminate
your participation at any time. If you do not choose to participate in our plan,
you will continue to receive cash dividends, as declared, in the usual manner.
IN REVIEWING THIS PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE MATTERS
DESCRIBED UNDER "RISK FACTORS" BEGINNING ON PAGE 1.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is December 6, 2004.
TABLE OF CONTENTS
Page
----
Summary 1
Risk Factors 1
The Plan 8
Administrator of the Plan 8
Enrollment 8
Investment Options 9
Purchase of Shares Through the Plan 11
Sale of Shares Held Under the Plan 12
Timing and Control 12
Independent Broker 13
Safekeeping of Your Stock Certificates and Book Entry 13
Gifts or Transfers of Shares to Another Person's Plan Account 14
Issuance of Certificates 15
Plan Service Fees 15
Tracking Your Investments 16
Stock Splits, Stock Dividends and Other Distributions 16
Voting of Proxies 16
Responsibility of F.N.B. and Registrar and Transfer Company 17
Plan Modification or Termination 17
Change of Eligibility; Termination of Participation 17
U.S. Federal Income Tax Information 17
Use of Proceeds 18
Plan of Distribution 18
Legal Matters 19
Experts 19
Additional Information 19
SUMMARY
The following summary does not contain all of the information that may
be important to you. You should read the entire prospectus and the documents
incorporated by reference in this prospectus before making a decision to invest
in our common stock.
Whenever we refer herein to "F.N.B.," "us," "we" or "our," we are
referring to F.N.B. Corporation and its subsidiaries.
ABOUT THIS PROSPECTUS
This prospectus describes the F.N.B. Corporation Dividend Reinvestment
and Direct Stock Purchase Plan. Our plan provides a convenient way for current
or prospective shareholders to purchase shares of our common stock without
paying a brokerage commission.
You do not have to be a current shareholder to participate in our plan.
You can purchase your first shares of our common stock through our plan by
making an initial purchase of at least $1,000.
Our plan is administered by the transfer agent and registrar for our
common stock, Registrar and Transfer Company.
F.N.B. CORPORATION
We are a financial holding company registered under the Bank Holding
Company Act of 1956, as amended. Through our subsidiaries, we provide retail,
commercial and corporate banking services, as well as a variety of other
financial services. Our principal executive office is located at One F.N.B.
Boulevard, Hermitage, Pennsylvania 16148, and our telephone number is (724)
981-6000. Our common stock is listed for trading on the New York Stock Exchange
under the symbol "FNB."
RISK FACTORS
You should carefully consider the risks and uncertainties described
below before making an investment decision. Our business, financial condition
and operating results could be adversely affected by any of the following
factors, in which event the market value of our common stock could decline, and
you could lose all or part of your investment.
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 dividends from our
subsidiaries to meet our obligations. Our right to participate in any
distribution of earnings or assets of our subsidiaries is subject to
the prior claims of creditors of such subsidiaries. Under federal and state law,
our bank subsidiaries are limited in the amount of dividends they may pay to us
without prior regulatory approval. Also, bank regulators have the authority to
prohibit our bank subsidiaries from paying dividends if they determine that the
payment would be an unsafe and unsound banking practice.
INTEREST RATE VOLATILITY COULD SIGNIFICANTLY HARM OUR BUSINESS.
Our results of operations are affected by the monetary and fiscal
policies of the federal government and the regulatory policies of governmental
authorities. A significant component of our earnings is our net interest income,
which is the difference between income from interest-earning assets, such as
loans, and expense of interest-bearing liabilities, such as deposits. A change
in market interest rates could adversely affect our earnings if market interest
rates change such that the interest we pay on deposits and borrowings increases
faster than the interest we collect on loans and investments. Consequently, we,
along with other financial institutions generally, are sensitive to interest
rate fluctuations.
OUR RESULTS OF OPERATIONS ARE SIGNIFICANTLY AFFECTED BY THE ABILITY OF OUR
BORROWERS TO REPAY THEIR LOANS.
Lending money is an essential part of the banking business. However,
borrowers do not always repay their loans. The risk of non-payment is affected
by:
o credit risks of a particular borrower;
o changes in economic and industry conditions;
o the duration of the loan; and
o in the case of a collateralized loan, uncertainties as to the
future value of the collateral.
Generally, commercial/industrial, construction and commercial real
estate loans present a greater risk of non-payment by a borrower than other
types of loans. In addition, consumer loans typically have shorter terms and
lower balances with higher yields compared to real estate mortgage loans, but
generally carry higher risks of default. Consumer loan collections are dependent
on the borrower's continuing financial stability, and thus are more likely to be
affected by adverse personal circumstances. Furthermore, the application of
various federal and state laws, including bankruptcy and insolvency laws, may
limit the amount that can be recovered on these loans.
-2-
OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS WOULD BE ADVERSELY AFFECTED IF
OUR ALLOWANCE FOR LOAN LOSSES WERE NOT SUFFICIENT TO ABSORB ACTUAL LOSSES.
There is no precise method of predicting loan losses. We can give no
assurance that our allowance for loan losses is or will be sufficient to absorb
actual loan losses. Excess loan losses could have a material adverse effect on
our financial condition and results of operations. We attempt to maintain an
appropriate allowance for loan losses to provide for estimated losses in our
loan portfolio. We periodically determine the amount of our allowance for loan
losses based upon consideration of several factors, including:
o a regular review of the quality, mix and size of the overall
loan portfolio;
o historical loan loss experience;
o evaluation of non-performing loans;
o assessment of economic conditions and their effects on our
existing portfolio; and
o the amount and quality of collateral securing loans, including
guarantees.
OUR FINANCIAL CONDITION MAY BE ADVERSELY AFFECTED IF WE ARE UNABLE TO ATTRACT
SUFFICIENT DEPOSITS TO FUND OUR ANTICIPATED LOAN GROWTH.
We fund our loan growth primarily through deposits. To the extent that
we are unable to attract and maintain sufficient levels of deposits to fund our
loan growth, we would be required to raise additional funds through public or
private financings. We can give no assurance that we would be able to obtain
these funds on terms that are favorable to us.
WE COULD EXPERIENCE SIGNIFICANT DIFFICULTIES AND COMPLICATIONS IN CONNECTION
WITH OUR GROWTH AND ACQUISITION STRATEGY.
We have grown and may seek to continue to grow by acquiring financial
institutions and branches as well as non-depository entities engaged in
permissible activities for our financial institution subsidiaries. However, the
market for acquisitions is highly competitive. We may not be as successful in
the future as we have been in the past in identifying financial institution and
branch acquisition candidates, integrating acquired institutions or preventing
deposit erosion at acquired institutions or branches.
As part of this acquisition strategy, we may acquire additional banks
and non-bank entities that we believe provide a strategic fit with our business.
To the extent that we are successful with this strategy, we cannot assure you
that we will be able to manage this growth adequately and profitably. For
example, acquiring any bank or non-bank entity will involve risks commonly
associated with acquisitions, including:
-3-
o potential exposure to unknown or contingent liabilities of
banks and non-bank entities we acquire;
o exposure to potential asset quality issues of acquired banks
and non-bank entities;
o potential disruption to our business;
o potential diversion of our management's time and attention;
and
o the possible loss of key employees and customers of the banks
and other businesses we acquire.
In addition to acquisitions, we may expand into additional communities
or attempt to strengthen our position in our current markets by undertaking
additional de novo branch applications. Based on our experience, we believe that
it generally takes up to three years for new banking facilities to achieve
operational profitability due to the impact of organization and overhead
expenses and the start-up phase of generating loans and deposits. To the extent
that we undertake additional de novo branch openings, we are likely to continue
to experience the effects of higher operating expenses relative to operating
income from the new banking facilities, which may have an adverse effect on our
net income earnings per share, return on average shareholders' equity and return
on average assets.
We may encounter unforeseen expenses, as well as difficulties and
complications in integrating expanded operations and new employees without
disruption to our overall operations. Following each acquisition, we must expend
substantial resources to integrate the entities. The integration of non-banking
entities often involves combining different industry cultures and business
methodologies. The failure to integrate successfully the entities we acquire
into our existing operations may adversely affect our results of operations and
financial condition.
WE COULD BE ADVERSELY AFFECTED BY CHANGES IN THE LAW, ESPECIALLY CHANGES IN THE
REGULATION OF THE BANKING INDUSTRY.
We and our subsidiaries operate in a highly regulated environment and
are subject to supervision and regulation by several governmental regulatory
agencies, including the Federal Reserve Board, the Office of the Comptroller of
the Currency and the Federal Deposit Insurance Corporation. Regulations are
generally intended to provide protection for depositors and customers rather
than for investors. We are subject to changes in federal and state law,
regulations, governmental policies, income tax laws and accounting principles.
Changes in regulation could adversely affect the banking industry as a whole and
could limit our growth and the return to investors by restricting such
activities as:
o the payment of dividends;
-4-
o mergers with or acquisitions by other institutions;
o investments;
o loans and interest rates;
o the provision of securities, insurance or trust services; and
o the types of non-deposit activities in which our financial
institution subsidiaries may engage.
In addition, legislation may change present capital requirements, which
would restrict our activities and require us to maintain additional capital.
OUR RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED DUE TO SIGNIFICANT
COMPETITION.
We may not be able to compete effectively in our markets, which could
adversely affect our results of operations. The banking and financial service
industry in each of our market areas is highly competitive. The increasingly
competitive environment is a result of:
o changes in regulation;
o changes in technology and product delivery systems; and
o the accelerated pace of consolidation among financial services
providers.
We compete for loans, deposits and customers with various bank and
non-bank financial service providers, many of which are larger in terms of total
assets and capitalization, have greater access to capital markets and offer a
broader array of financial services than we do. Competition with such
institutions may cause us to increase our deposit rates or decrease our interest
rate spread on loans we originate.
OUR CONTINUED PACE OF GROWTH MAY REQUIRE US TO RAISE ADDITIONAL CAPITAL IN THE
FUTURE, BUT THAT CAPITAL MAY NOT BE AVAILABLE WHEN IT IS NEEDED.
We are required by federal and state regulatory authorities to maintain
adequate levels of capital to support our operations. As a financial holding
company, we seek to maintain capital sufficient to meet the "well capitalized"
standard set by regulators. We anticipate that our current capital resources
will satisfy our capital requirements for the foreseeable future. We may at some
point, however, need to raise additional capital to support continued growth,
both internally and through acquisitions.
Our ability to raise additional capital, if needed, will depend on
conditions in the capital markets at that time, which are outside of our
control, and on our financial performance. Accordingly, we cannot assure you of
our ability to raise additional capital, if needed, on terms acceptable to us.
If we cannot raise additional capital when needed, our
-5-
ability to expand further our operations through internal growth and
acquisitions could be materially impaired.
ADVERSE ECONOMIC CONDITIONS IN OUR MARKET AREA MAY ADVERSELY IMPACT OUR RESULTS
OF OPERATIONS AND FINANCIAL CONDITION.
The majority of our business is concentrated in Western Pennsylvania
and Eastern Ohio, which are traditionally slower growth markets. As a result,
our loan portfolio and results of operations may be adversely affected by
factors that have a significant impact on the economic conditions in this market
area. The local economies of this market area historically have been less robust
than the economy of the nation as a whole and are not subject to the same
fluctuations as the national economy. Adverse economic conditions in our market
area, including the loss of certain significant employers, could reduce our
growth rate, affect our borrowers' ability to repay their loans and generally
affect our financial condition and results of operations. Furthermore, a
downturn in real estate values in our market area could cause many of our loans
to become inadequately collateralized.
CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BY-LAWS AND FLORIDA LAW
MAY DISCOURAGE TAKEOVERS.
Our articles of incorporation and by-laws contain certain anti-takeover
provisions that may make more difficult or expensive or may discourage a tender
offer, change in control or takeover attempt that is opposed by our board of
directors. In particular, our articles of incorporation and by-laws:
o classify our board of directors into three classes, so that
shareholders elect only one-third of the board of directors
each year;
o permit shareholders to remove directors only for cause;
o do not permit shareholders to take action except at an annual
or special meeting of shareholders;
o require shareholders to give us advance notice to nominate
candidates for election to our board of directors or to make
shareholder proposals at a shareholders' meeting;
o permit our board of directors to issue, without shareholder
approval, preferred stock with such terms as the board of
directors may determine; and
o require the vote of the holders of at least 75% of our voting
shares for shareholder amendments to our by-laws.
Under Florida law, the approval of a business combination with
shareholders owning 10% or more of the voting shares of a corporation requires
the vote of holders of at least 2/3 of
-6-
the voting shares not owned by such shareholder, unless the transaction is
approved by a majority of the disinterested directors. In addition, Florida law
generally provides that shares of a corporation acquired in excess of certain
specified thresholds will not possess any voting rights unless the voting rights
are approved by a majority vote of the corporation's disinterested shareholders.
These provisions of our articles of incorporation and by-laws and of
Florida law could discourage potential acquisition proposals and could delay or
prevent a change in control, even though a majority of our shareholders may
consider such proposals desirable. Such provisions could also make it more
difficult for third parties to remove and replace the members of our board of
directors. Moreover, these provisions could diminish the opportunities for
shareholders to participate in certain tender offers, including tender offers at
prices above the then-current market value of our common stock, and may also
inhibit increases in the trading price of our common stock that could result
from takeover attempts or speculation.
LOSS OF MEMBERS OF OUR EXECUTIVE TEAM COULD HAVE A NEGATIVE IMPACT ON OUR
BUSINESS.
Our success is dependent, in part, on the continued service of our
executive officers, including Peter Mortensen, our Chairman of the Board, and
Stephen J. Gurgovits, our President and Chief Executive Officer. The loss of the
services of either of these executive officers could have a negative impact on
our business because of their skills, relationships in the banking community,
years of industry experience and the difficulty of promptly finding qualified
replacement executive officers.
-7-
THE PLAN
ADMINISTRATOR OF THE PLAN
We have appointed the transfer agent and registrar for our common
stock, Registrar and Transfer Company, to administer our plan and act as agent
for plan participants. Registrar and Transfer Company will hold shares for plan
participants, keep records, mail statements, arrange for the purchase and sale
of shares for plan participants as described below, and perform other duties
required by our plan.
You may contact Registrar and Transfer Company at the following address
and telephone number:
Registrar and Transfer Company
Dividend Reinvestment Department
P.O. Box 664
Cranford, New Jersey 07016
Telephone: 800-368-5948
Fax: 908-497-2320
E-mail: info@rtco.com
Web site: www.rtco.com
When contacting Registrant and Transfer Company, please include your
account number or social security number on all correspondence and a telephone
number where you can be reached during business hours.
ENROLLMENT
If you meet the requirements outlined below, you are eligible to
participate in our plan, whether or not you presently own any shares of our
common stock. If you live outside the United States, you should determine
whether there are any governmental regulations that would prohibit your
participation in our plan.
If you do not currently own any shares of our common stock, you can
join our plan by making an initial investment of between $1,000 and $10,000. You
can join our plan by returning a completed enrollment form to Registrar and
Transfer Company along with your check payable to Registrar and Transfer
Company. Registrar and Transfer Company will arrange for an independent broker
to purchase shares for your account in the open market or directly from the
Company, and we will pay any sales commissions for you with respect to such
purchases. Your account will be established and initial shares will be purchased
for you within five days of Registrar and Transfer Company's receipt of your
enrollment form and initial investment. You will not receive any interest on
amounts held pending investment. See "Purchase of Shares Through the Plan" on
page 11 and "Independent Broker" on page 13.
-8-
If you already own shares of our common stock and the shares are
registered in your name, you may join our plan by returning a completed
enrollment form to Registrar and Transfer Company and either making an initial
cash investment of $1,000 or enrolling at least 50 shares of our common stock in
our plan.
If you already own shares of our common stock and the shares are held
in "street name" through a brokerage, bank or other intermediary account, you
may be able to arrange for your shares of our common stock to be included in our
plan. You should consult directly with the entity holding your shares to
determine the manner in which that entity is able to include your shares in our
plan. If this is not possible, you will need to request that the entity holding
your shares arrange to have some or all of your stock registered in your name
and submit an enrollment form to Registrar and Transfer Company requesting that
the stock be transferred to our plan. Enrollment will require a minimum of 50
shares of our common stock.
Our eligible employees, directors and advisory directors and those of
our affiliates not currently enrolled in our plan may enroll in our plan by
completing the enrollment form and, if they wish to make purchases through
payroll deduction or receive our common stock in an amount equivalent to their
directors' fees, by signing an authorization form and returning the forms to the
Personnel Department of the affiliate with which they are employed.
Participation by employee participants electing the payroll deduction option
will begin on the first payroll date after the Personnel Department has received
the completed forms. Our employees, directors and advisory directors and those
of our affiliates may also participate without payroll deduction by forwarding
an initial payment of at least $50 along with their enrollment form.
INVESTMENT OPTIONS
Once enrolled in our plan, you will have the following options for
acquiring additional shares of our common stock through our plan:
DIVIDEND REINVESTMENT. You may choose to reinvest all or a portion of
the cash dividends paid on the shares in your plan account toward the purchase
of additional shares of our common stock. You may change your dividend
reinvestment election at any time, except between the record and payment dates
for a dividend, by notifying Registrar and Transfer Company. For a particular
dividend to be reinvested, your notification must be received prior to the
record date for that dividend (the record date is normally two weeks prior to
the dividend payment date).
If you elect to reinvest your dividends, you may choose to reinvest all
of your cash dividends or a portion of your cash dividends. If you choose to
reinvest less than all of your dividends, you must elect on our plan enrollment
form to reinvest dividends based on the number of full shares you specify, and
receive a cash dividend payment on all remaining shares. This option allows you
to receive an increasing amount of cash each quarter, assuming that the dividend
paid by us remains the same for each quarter.
-9-
You may have all of your cash dividends remitted to you by check, via
U.S. Mail, or by automatic deposit to your bank account.
OPTIONAL CASH INVESTMENTS. You can make your initial purchase of shares
of our common stock to enroll in our plan or purchase additional shares of our
common stock by using our plan's optional cash investment feature and completing
the appropriate part of the enrollment form. Following your initial purchase of
plan shares, you may make additional investments of at least $50 at any one
time, up to $10,000 per month. Interest will not be paid on amounts held pending
investment. You may make your optional cash investments by either of the
following three methods:
o BY AUTOMATIC WITHDRAWAL FROM YOUR BANK ACCOUNT. If you wish to
make regular purchases, you may authorize an automatic
withdrawal from your bank account by completing the
appropriate part of the enrollment form. This feature enables
you to make ongoing investments without writing a check. You
may elect to have funds automatically deducted from your
account on a monthly basis on the first day of the month. If
one of these dates falls on a bank holiday or weekend, funds
will be deducted on the next business day. Please allow four
to six weeks for the first automatic withdrawal to be
initiated. You must notify Registrar and Transfer Company in
writing to change or terminate automatic withdrawal.
o BY CHECK. You may make optional cash purchases at any time by
sending a personal check drawn on a U.S. bank and payable in
U.S. dollars to Registrar and Transfer Company. Optional cash
purchases must be in U.S. dollars, and checks must be drawn on
a U.S. financial institution. Do not send cash. To facilitate
processing of your purchase order, please use the transaction
stub located on the bottom of your statement. Mail your
payment and transaction stub to the address specified on the
statement. You may not sell or withdraw shares purchased by
check for a period of 14 days from the date Registrar and
Transfer Company receives your check.
o BY PAYROLL DEDUCTION (ELIGIBLE EMPLOYEES OF F.N.B. OR ITS
AFFILIATES ONLY). The minimum contribution amounts described
in this prospectus under the subheading entitled "Enrollment"
(see page 8) are not applicable to contributions made by
employee participants through payroll deduction. Our employees
and employees of our affiliates may elect to make regular
purchases under our plan by authorizing an automatic deduction
from their paychecks. The minimum payroll deduction permitted
is $10 per pay period, and payroll deductions may be
authorized in any amount in excess of the $10 minimum
deduction so long as it is a multiple of $5. However, employee
participants who elect to make optional cash purchases, but do
not elect payroll deduction, are subject to the minimum and
maximum contribution amounts applicable to plan participants
generally as described in this prospectus under the
-10-
subheading entitled "Enrollment" (see page 8). An employee
participant may increase or decrease the amount of or
discontinue his or her authorized payroll deduction at any
time by completing and signing the appropriate form and
returning it to the Personnel Department.
PURCHASE OF SHARES THROUGH THE PLAN
Registrar and Transfer Company will arrange to acquire shares needed to
effect purchases under our plan, including both shares purchased upon
reinvestment of dividends and shares purchased with optional cash payments,
either by using an independent broker that is not affiliated with us (the
"Independent Broker") to effect such purchases in ordinary, open market
transactions, or by purchasing the shares directly from F.N.B.
All fractional shares purchased through our plan will be calculated to
the fourth decimal place and credited to your account in book entry form.
PRICING OF SHARES PURCHASED IN THE OPEN MARKET. For any plan shares
purchased in the open market, your per share purchase price will be the weighted
average price paid for all shares comprising our plan purchase order in which
your shares were included. The Independent Broker will use its discretion to
execute purchase orders in open market transactions so as to achieve "best
execution" for each aggregate plan order. For this purpose, the Independent
Broker may fill each aggregate plan order in more than one trade or on more than
one day. We will pay on your behalf commissions and other fees incurred by our
plan for such purchases, but the payments will constitute income to you for
income tax purposes.
PRICING OF SHARES PURCHASED DIRECTLY FROM US. For any plan shares
purchased directly from us, your purchase price per share will be the average of
the high and low trading prices of our common stock quoted on the New York Stock
Exchange on the day the shares are purchased. For quarterly reinvestment of
dividends, your price per share will be the average of the high and low trading
prices of our common stock quoted on the New York Stock Exchange on the dividend
payment date. If our common stock does not trade on the New York Stock Exchange
on the day on which the shares are to be priced, then we will determine the
price per share on the basis of such market quotations as we consider
appropriate.
In order to realize more efficient execution of purchase orders,
Registrar and Transfer Company may hold any funds received from dividends on
shares held in our plan for reinvestment and/or as funds received as initial or
optional cash investments, except for employee payroll deductions, for a period
of up to five business days and combine these funds into a single purchase
order. Except for employee payroll deductions, no funds will be held by
Registrar and Transfer Company for more than five business days prior to
arranging for shares to be purchased with the funds, although, depending on the
volume of orders received, Registrar and Transfer Company may complete such
combined purchase order as frequently as daily. If shares are purchased for your
plan account through such a combined purchase order, your per share purchase
price will be determined as the weighted average
-11-
purchase price for all shares included in the combined purchase order. Funds
from employee payroll deductions will be combined to purchase shares once per
month, usually on the date corresponding to the mid-month payroll day.
No interest is paid on initial or optional cash investments pending the
investment of such amounts in our common stock.
SALE OF SHARES HELD UNDER THE PLAN
You may sell any number of shares held in your plan account in either
of two ways. First, you may request certificates for your shares and arrange for
the sale of the shares through a broker-dealer of your choice. See "Issuance of
Certificates" on page 15. Second, you may request that Registrar and Transfer
Company arrange for the sale of your shares in open market transactions. See
"Independent Broker" below. Sale of your shares through Registrar and Transfer
Company requires your payment of a transaction fee, and any applicable brokerage
commission. See "Plan Service Fees" on page 15.
In order to execute sale orders more efficiently, Registrar and
Transfer Company may aggregate all sale orders received over any five
business-day period into one combined sale order. In no event will Registrar and
Transfer Company wait more than five business days to effect your sale order. If
an Independent Broker is used to effect a sale order, such broker will use its
discretion to achieve best execution. For this purpose, the Independent Broker
may sell each combined sale order in more than one trade or in a series of
trades on more than one trading day. The per-share sales price for shares sold
for you as part of a combined sale order will be the weighted average price
obtained for all shares sold in the combined sale order in which your shares
were sold.
For any sale of your plan shares through Registrar and Transfer
Company, you will receive your portion of the proceeds of the sale less a sales
transaction fee and applicable brokerage commission, and any required tax
withholdings. See "Plan Service Fees" on page 14 and "U.S. Federal Income Tax
Information" on page 17).
Please note that if you do not purchase shares in our plan by automatic
withdrawal or payroll deduction and your total holdings in our plan fall below a
minimum number of shares as established by Registrar and Transfer Company from
time to time, Registrar and Transfer Company may in its sole discretion
liquidate the balance of shares in your plan account and pay the proceeds to
you, less any applicable fees, and close your plan account.
TIMING AND CONTROL
Because Registrar and Transfer Company will purchase or sell the shares
on behalf of our plan, you will not have the authority or power to control the
timing or pricing of these transactions. Therefore, you will bear the market
risk associated with fluctuations in the price of our common stock. In other
words, when you send in funds to purchase or a request
-12-
to sell shares, the market price of our common stock may go down or up between
the time you send in your order and the time your transaction is completed.
INDEPENDENT BROKER
At our discretion, purchases and sales of shares of our common stock
for plan participants will be effected either through a direct purchase from, or
sale to, us or by an Independent Broker appointed by Registrar and Transfer
Company.
When Registrar and Transfer Company effects purchases or sales of
shares for the accounts of plan participants by an Independent Broker, the
Independent Broker will purchase or sell all such shares in ordinary, open
market transactions over the New York Stock Exchange. Neither we nor Registrar
and Transfer Company nor any of our other affiliates may exercise any control
over any of the following aspects of transactions effected through an
Independent Broker:
o the number of shares to be purchased or sold for our plan by
the Independent Broker, which number will be determined by the
Independent Broker based on the number of shares required to
fund dividend reinvestment for participants or optional cash
purchases by plan participants since the most recent purchase
of shares by the Independent Broker for plan participants or
otherwise to complete sale orders requested by Registrar and
Transfer Company;
o the price at which shares are purchased or sold;
o the timing of purchases or sales, except for our plan
provisions requiring purchases or sales to occur at least
weekly or, in the case of purchases to fund dividend
reinvestment, on each dividend date;
o the manner in which shares are purchased; or
o the selection of any broker or dealer, other than the
Independent Broker, through which purchases or sales may be
effected.
SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY
Shares of our common stock purchased for your account under our plan
will be maintained in your plan account in "book entry form." This means you
will not receive a stock certificate; rather a record of your ownership position
will be maintained by computer or other electronic media. Certificates for
shares held in book entry form under our plan will be issued only upon written
request to Registrar and Transfer Company. See "Issuance of Certificates" on
page 15. You will receive a quarterly statement detailing the status of your
holdings. For more information, see "Tracking Your Investments" on page 16.
-13-
In addition, you may use the plan's safekeeping service (book entry
form) to deposit your existing F.N.B. common stock certificates at no cost.
Safekeeping is beneficial because you greatly reduce the risk and cost
associated with the loss, theft or destruction of your stock certificates.
To use the plan's safekeeping service, send your certificates to
Registrar and Transfer Company by registered mail with written instructions to
deposit them in safekeeping. Do not endorse the certificate or complete the
assignment section. Please note that you will bear the full risk of loss in the
event your certificates are lost prior to receipt by Registrar and Transfer
Company.
GIFTS OR TRANSFERS OF SHARES TO ANOTHER PERSON'S PLAN ACCOUNT
You can give or transfer shares held under your account under our plan
to another person's plan account by any of the following methods:
o Making an initial $1,000 cash investment or transfer at least
50 shares of our common stock from your plan account to a plan
account established in the recipient's name; or
o Submitting an optional cash investment on behalf of an
existing participant in our plan in an amount not less than
$50 per investment, and not exceeding $10,000 per month; or
o Authorizing an automatic withdrawal from your bank account of
a specified amount (not less than $1,000 initially and $50
subsequently) to be contributed to the recipient's plan
account.
The transfer of plan shares to another person's plan account is subject
to compliance with any applicable laws. To effect such a transfer, you must
execute a stock assignment form, have your signature guaranteed by a financial
institution participating in the Medallion Guarantee Program and return the
stock assignment form to Registrar and Transfer Company. The Medallion Guarantee
Program ensures that the individual signing the certificate or initiating the
instruction is in fact the registered owner of the shares. A stock assignment
form can be obtained from Registrar and Transfer Company. If the person to whom
the shares are gifted or transferred is not a plan participant, Registrar and
Transfer Company will open an account for the person and enroll him or her in
our plan upon receipt of a completed enrollment form.
You may not pledge or grant a security interest in plan shares or
transfer plan shares outside of our plan unless certificates representing the
shares have been issued to you by Registrar and Transfer Company.
If you need additional assistance, please call Registrar and Transfer
Company at 800-368-5948.
-14-
ISSUANCE OF CERTIFICATES
You can withdraw all or some of the shares from your plan account by
notifying Registrar and Transfer Company in writing. Certificates will be issued
for whole shares only. In the event your request involves withdrawal of a
fractional share, a check for the value of the fractional share as of the date
of certification (less any applicable fees) will be mailed to you. You should
receive your certificate and any accompanying check within two to three weeks of
receipt of your request.
Certificates will be issued in the name(s) in which the account is
registered unless otherwise instructed. If the certificate is issued in a name
other than the name(s) in which your plan account is registered, the signature
on the instructions or stock power must be guaranteed by a financial institution
participating in the Medallion Guarantee Program, as described above.
PLAN SERVICE FEES
The following plan service fees are subject to change from time to time
by Registrar and Transfer Company. When a fee is assessed, Registrar and
Transfer Company will deduct the applicable fees and/or commissions from either
cash being held pending investment or proceeds from a sale.
Enrollment fee No charge
Purchase of shares No charge
Sale of shares (partial or full) $15.00 per sale
transaction, plus
brokerage
commissions
Reinvestment of dividends No charge
Optional cash investments via check or automatic investment No charge
Gift or transfer of shares No charge
Safekeeping of stock certificates No charge
Certificate issuance $ 10.00
Returned checks and failed electronic funds transfers due $ 30.00
to insufficient funds, stop pay orders, closed accounts, etc.
(see "Insufficient Funds Assessments" below)
Original statements No charge
Duplicate statements:
Current year statements No charge
Statements for prior calendar year periods $25.00 flat fee
per request
INSUFFICIENT FUNDS ASSESSMENTS. A fee will be assessed for any check
that is returned or any electronic funds transfer that fails due to insufficient
funds, stop pay order, closed
-15-
account or due to other failure. By enrolling in our plan, you agree that in the
event Registrar and Transfer Company purchases shares on your behalf and your
payment for the shares fails due to insufficient funds, stop pay order, closed
account or other failure, Registrar and Transfer Company may sell any shares
held in your plan account in an open market transaction in order to collect the
insufficient funds assessment and to recover any transactions costs and losses
incurred by Registrar and Transfer Company in purchasing such shares.
TRACKING YOUR INVESTMENTS
All participants in our plan will receive an annual account statement.
Participants whose account has some activity (dividend reinvestment, purchase or
sale of shares or enrollment or withdrawal of shares) in any quarter will
receive a quarterly statement generally within 45 days after the end of the
quarter. If you do not reinvest dividends and your plan account has no activity
during any regular calendar quarterly period, you will not receive a quarterly
statement until the next regular calendar quarter in which your account has
activity. The statements will list information as to all transactions, including
shares purchased, sold, deposited or transferred in previous quarters plus
applicable purchase and sale prices and aggregate shares owned in our plan, for
your account including year-to-date and other account information. Additionally,
as soon as practicable following an optional cash purchase, sale of shares,
gift, transfer or withdrawal of shares, you will receive a detailed confirmation
of the transaction.
You are responsible for maintaining your own record of the cost basis
of the certificated shares deposited with Registrar and Transfer Company or
purchased through our plan. Accordingly, you are urged to retain your account
statements to establish the cost basis of shares purchased under our plan for
income tax and other purposes. See "U.S. Federal Income Tax Information" on page
17.
You should notify Registrar and Transfer Company promptly in writing of
any change in your name or address since all notices, account statements and
reports will be mailed to you at your address of record.
STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS
In the event dividends are paid in shares of our common stock, or if
our common stock is distributed in connection with any stock split or similar
transaction, your plan account will be adjusted to reflect the receipt of our
common stock so paid or distributed.
VOTING OF PROXIES
Prior to any meeting of our shareholders, we will mail to you proxy
materials, including a proxy card, which will allow you to vote by proxy all of
the shares for which you hold certificates and the shares, full and fractional,
held in your plan account. If you do not return a signed proxy card, your shares
will not be voted at the meeting.
-16-
RESPONSIBILITY OF F.N.B. AND REGISTRAR AND TRANSFER COMPANY
Neither we nor Registrar and Transfer Company nor any Independent
Broker appointed to effect purchases or sales under our plan will be liable for
any act or for any omission to act except in the case of willful misconduct or
gross negligence. This includes, without limitation, any claims of liability
for:
o failure to terminate your account upon your death prior to
receiving written notice of such death; or
o the prices at which or dates on which any plan transactions
take place; or
o any fluctuation in the market value of our common stock before
or after your sale or purchase order to Registrar and Transfer
Company is completed.
Neither we nor Registrar and Transfer Company can assure you a profit
or protect you against a loss on the shares you purchase or sell under our plan.
PLAN MODIFICATION OR TERMINATION
We reserve the right to change any administrative procedures of our
plan at any time. We also reserve the right to amend, modify, suspend or
terminate our plan at any time. You will receive notice of any such suspension,
modification or termination.
CHANGE OF ELIGIBILITY; TERMINATION OF PARTICIPATION
We reserve the right to deny, suspend or terminate your participation
in our plan if we determine, in our sole discretion, that you are using our plan
for purposes inconsistent with the intended purpose of our plan. In such event,
Registrar and Transfer Company will notify you in writing and will continue to
safekeep your shares but will no longer accept cash investments or reinvest your
dividends. Registrar and Transfer Company will issue to you upon written request
a stock certificate evidencing your plan shares.
U.S. FEDERAL INCOME TAX INFORMATION
DIVIDEND INCOME AND TAX BASIS FOR PARTICIPATING SHAREHOLDERS
If you receive shares that are issued directly by us through
reinvestment of dividends under our plan, you will be treated as receiving a
distribution equal to the fair market value of such shares, calculated as of the
date when the shares are credited to your account. If you receive shares that
were purchased in the open market, you will be treated as receiving a
distribution equal to the amount of the cash dividend that you could have
received if you had not participated in our plan. We will pay on your behalf
commissions and other fees incurred by our plan for such purchases, but such
payments will constitute income to you for income tax purposes. See "Purchase of
Shares Through the Plan" on page 11. Your tax basis of such shares will be equal
to the amount of the distribution you are treated as receiving. If
-17-
you acquire shares with optional cash payments, the tax basis of shares
purchased with optional cash payments will be equal to the amount of the
optional payment that you made. See "Optional Cash Investments" on page 10.
You should consult your tax advisor regarding the tax consequences of
account transactions. Certain tax information will be provided to you by our
plan administrator. In addition, employee participants holding restricted shares
issued under any of our benefit plans imposing vesting, holding period or other
restrictions on shares issued under such plan (a "Stock Plan") should refer to
the prospectus relating to the applicable Stock Plan for a discussion of the tax
consequences of ownership of and transactions with respect to such shares.
HOLDING PERIOD
The holding period for common stock purchased through dividend
reinvestment or optional cash payments begins on the date following the day on
which the shares are credited to your account.
DIVIDEND WITHHOLDING
In the case of any shareholder as to whom federal income tax
withholding on dividends is required and in the case of a foreign shareholder
whose taxable income under our plan is subject to federal income tax
withholding, we will reinvest dividends net of the amount of tax required to be
withheld.
USE OF PROCEEDS
Any proceeds to us from the sale of shares of common stock pursuant to
our plan will be used for general corporate purposes, including investments in
and advances to our subsidiaries.
PLAN OF DISTRIBUTION
Registrar and Transfer Company will arrange to acquire shares needed to
effect purchases under our plan (including both shares purchased upon
reinvestment of dividends and shares purchased with optional cash payments)
either by using the Independent Broker to effect such purchases in ordinary,
open market transactions, or by purchasing the shares directly from us. Our only
efforts to solicit purchases under our plan will be to mail this prospectus to
our shareholders and respond to any requests made by our shareholders or others
regarding participation in our plan.
Persons who acquire shares of our common stock through our plan and
resell them shortly after acquiring them, including coverage of short positions,
under some circumstances, may be participating in a distribution of securities
that would require compliance with Regulation M under the Securities Exchange
Act of 1934 (the "Exchange
-18-
Act") and may be considered to be underwriters within the meaning of the
Securities Act of 1933 (the "Act"). We will not extend to this person any rights
or privileges other than those to which such person would be entitled as a
participant, nor will we enter into any agreement with the person regarding the
person's purchase of the shares or any resale or distribution thereof. We may,
however, approve requests for optional cash purchases by those persons in excess
of allowable maximum limitations. If requests are submitted for any investment
date for an aggregate amount in excess of the amount that we are willing to
accept, we may honor the requests in order of receipt, pro rata or by any other
method which we determine to be appropriate.
LEGAL MATTERS
James G. Orie, our Chief Legal Officer, has rendered an opinion
regarding the validity of our common stock covered by this prospectus.
EXPERTS
The consolidated financial statements of F.N.B. and subsidiaries
appearing in our Annual Report (Form 10-K) for the year ended December 31, 2003,
have been audited by Ernst & Young LLP, independent registered public accounting
firm, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference upon such report given on the authority of such firm as
experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim financial
information of F.N.B. for the three, six and nine-month periods ended March 31,
2004 and March 31, 2003, June 30, 2004 and June 30, 2003 and September 30, 2004
and September 30, 2003, respectively, incorporated by reference in this
prospectus, Ernst & Young LLP reported that they have applied limited procedures
in accordance with professional standards for a review of such information.
However, their separate reports dated May 7, 2004, August 9, 2004 and November
9, 2004, included in our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2004, June 30, 2004 and September 30, 2004, respectively, and
incorporated by reference herein, states that they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
degree of reliance on their report on such information should be restricted in
light of the limited nature of the review procedures applied. Ernst & Young LLP
is not subject to the liability provisions of Section 11 of the Act for their
report on the unaudited interim financial information because that report is not
a "report" or a "part" of the Registration Statement prepared or certified by
Ernst & Young LLP within the meaning of Sections 7 and 11 of the Act.
ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Commission. You may read and copy any report,
statement or other information we
-19-
have filed with the Commission at the public reference room maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
Commission at 1-800-SEC-0330 for information about the public reference room.
Our filings with the Commission are also available to the public from commercial
document retrieval services, at the website maintained by the Commission at
www.sec.gov and at our website at www.fnbcorporation.com.
We have filed a registration statement on Form S-3 to register with the
Commission with respect to the common stock offered under this prospectus. This
prospectus is part of that Registration Statement. As allowed by rules of the
Commission, this prospectus does not contain all the information you can find in
the registration statement or the exhibits to the registration statement.
The Commission 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 that we have filed with
the Commission. The information incorporated by reference is deemed to be part
of this prospectus, except for any information superseded by information in the
prospectus or a prospectus supplement. This prospectus incorporates by reference
the following documents:
o our Annual Report on Form 10-K for the year ended December 31,
2003, as amended (including Exhibit 13, our 2003 Annual Report
to Shareholders, which contains our audited 2003 financial
statements);
o our Quarterly Reports on Form 10-Q for the quarters ended
September 30, 2004, June 30, 2004 and March 31, 2004;
o our Reports on Form 8-K filed April 19, 2004, May 6, 2004, May
28, 2004, July 21, 2004, August 2, 2004, October 15, 2004 and
October 20, 2004; and
o the description of our common stock contained in our
registration statement filed pursuant to Section 12 of the
Exchange Act.
We further incorporate by reference all additional documents that we
file with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act between the date of this prospectus and the date the offering under
this prospectus is terminated. These documents contain important information
about us.
Upon request we will provide, without charge, a copy of any or all of
the documents incorporated by reference in this prospectus (other than exhibits
to the documents, unless the exhibits are specifically incorporated by
reference). Your requests for copies should be directed to Registrar and
Transfer Company, Dividend Reinvestment Department, P.O. Box 664, Cranford, New
Jersey 07016; telephone: 800-368-5948. These documents are also available at our
website at www.fnbcorporation.com.
-20-