SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Date of Report: January 9, 2001
F.N.B. CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-8144 25-1255406
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
One F.N.B. Blvd., Hermitage, Pennsylvania 16148
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(Address of principal executive offices) (Zip code)
(724) 981-6000
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(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
The following document is filed as an exhibit to this Form 8-K:
I. Press Release of F.N.B. Corporation dated January 9, 2001.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
F.N.B. CORPORATION
(Registrant)
By: /s/John D. Waters
______________________________
Name: John D. Waters
Title: Vice President and
Chief Financial Officer
Dated: January 9, 2001
F.N.B. CORPORATION
(Nasdaq: FBAN)
HERMITAGE, PA 16148
www.fnbcorporation.com
FOR IMMEDIATE RELEASE
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DATE: January 9, 2001
CONTACT: Clay W. Cone
Vice President - Corporate Affairs
941-436-1676
F.N.B. ANNOUNCES CHARTER CONSOLIDATION PROGRAM
NAPLES, FL, AND HERMITAGE, PA, Jan. 9 - F.N.B. Corporation (NASDAQ: FBAN), a
diversified financial services company, announced today that it has initiated
a charter consolidation plan as part of an effort to improve long-term
shareholder value.
The integration project, which is scheduled for completion during the first
quarter 2001, is expected to boost pre-tax earnings on an annualized basis in
the range of $3.8 million to $4.1 million, or on an after-tax basis $0.11 a
share to $0.12 a share, by the year 2002.
Under the program, each of F.N.B.'s community bank affiliates will be combined
under a single operating charter for each state. The company's five Florida
banks will be merged under First National Bank of Florida and its two
Pennsylvania banks will be combined under First National Bank of Pennsylvania.
The company's two affiliates in northeastern Ohio have already been
consolidated under a single charter, Metropolitan National Bank.
This streamlining will enable the company to realize significant savings by
eliminating operational redundancies and integrating common deposit and lending
programs. The company also will achieve regulatory savings by reducing the
total number of charters.
"After building our community banking franchise, we are beginning the next
step of integrating certain operations," said Gary L. Tice, President and Chief
Executive Officer of F.N.B. "Doing so will improve our efficiency ratio and
bring our company more in line with other top performing financial
institutions in our market segment."
F.N.B.'s banking affiliates include First National Bank of Pennsylvania
(Hermitage, PA), First National Bank of Naples (Naples, FL), Cape Coral
National Bank (Cape Coral, FL), First National Bank of Florida (Clearwater,
FL), West Coast Guaranty Bank (Sarasota, FL), Metropolitan National Bank
(Youngstown, OH), Reeves Bank (Beaver, PA), First National Bank of Fort
Myers (Fort Myers, FL), and First County Bank (Chardon, OH).
Each bank will continue to do business under its own name an will be managed
by a local President and Chief Executive Officer, who will be assisted by a
community bank board. This will ensure that decisions will continue to be made
locally. Since there is no overlap of operations, no branch locations will be
closed as a result of this action.
The management of the five Florida banking affiliates will serve under the
leadership of F.N.B. Executive Vice President Kevin C. Hale, who will assume
the additional role of President and Chief Executive Officer of First National
Bank of Florida. Prior to joining the company in March 2000, Hale held
executive management positions with SunTrust Bank, Southwest Florida, including
five years as President and Chief Operating Officer.
Hale noted that the charter consolidation effort should be transparent to
customers. "Each affiliate will retain its respective bank name and local
management structure," he said. "Customers also will not notice a change in
staffing or service at the branch level since almost all the targeted cuts
will come from management and back-office operations."
The four banking affiliates in Pennsylvania and Ohio will remain under the
guidance of Stephen J. Gurgovits, Vice Chairman of F.N.B. Corporation and
President and Chief Executive Officer of First National Bank of Pennsylvania.
Gurgovits, who has been with the organization for nearly 40 years, noted that
the charter consolidation effort will be instrumental in unifying the banking
affiliates as an organization. He emphasized that each bank will continue to
serve as "responsible corporate citizens" in their markets.
"This is not a change in philosophy," Gurgovits said. "Each bank will remain
deeply committed to maintaining strong local relationships in their
respective communities."
F.N.B. estimates it will reduce its company-wide workforce by about 4 percent
spread throughout its franchise. The positions to be eliminated were
identified through an extensive review focused on reducing operational
redundancies, eliminating certain layers of management, employing the most
advanced technology and empowering employees on the local level. To ease the
effect of displaced employees, the company will be offering career transition
benefits. F.N.B. currently has 1,790 employees.
In conjunction with the foregoing actions, F.N.B. will take a pre-tax
consolidation charge of $3 million to $3.2 million in the first quarter 2001
to cover severance-related costs and other related expenses. The recovery
period for these charges is estimated at 10 months.
"It is always difficult when change results in a staff reduction," Tice said.
"But this streamlining is very necessary for us to achieve our strategic
objectives."
Once the charter consolidation plan is completed, F.N.B. expects to improve
its return on average shareholders' equity in the range of 70 to 80 basis
points. The company further expects to enhance it operating efficiency
ratio in the range of 170 to 190 basis points.
F.N.B. Corporation is a $4 billion diversified financial services company with
executive offices in Naples, Florida, and Hermitage, Pennsylvania. The company
currently owns and operates traditional community banks, insurance agencies,
a consumer finance company and First National Trust Company with a total of
151 offices in five states. The company's other financial subsidiaries will
not be affected by the consolidation program.
F.N.B. has increased cash dividends for 28 consecutive years and has been
recognized as a Dividend Achiever by Mergent FIS, formerly known as Moody's
Investors Service.
# # # # #
F.N.B. Corporation will host a conference call at 2 p.m. (Eastern Time) on
January 11, 2001. The live conference call will be available at 888-222-2994.
For those who are unavailable to listen to the live call, a replay of the
conference call will be available from 4 p.m. (ET) on January 11, 2001, until
7 p.m. on January 17, 2001, by calling 800-428-6051. Callers may access the
conference call replay by using the pass code 153247.
This press release contains statements of F.N.B.'s strategies, plans and
objectives, as well as estimates of its future operating results, as well as
estimates of financial condition, operating efficiencies and revenue creation.
These statements and estimates constitute forward-looking statements (within
the meaning of the Private Securities, Litigation Reform Act of 1995), which
involve significant risk and uncertainties. Actual results may differ
materially from the results discussed in these forward-looking statements.
Copies of this news release are available over the Internet at
www.fnbcorporation.com or by calling 1-800-262-7600, extension 1676. Shares
of the corporation's common stock are traded on the Nasdaq Stock Market under
the symbol FBAN.