www.fnbcorporation.com
FOR IMMEDIATE RELEASE
Date: December 23, 2003
Contact: Clay W. Cone
Vice President, Director of
Corporate Communications
(239)436-1676
F.N.B. CORPORATION RECEIVES FINAL REGULATORY APPROVALS
AND CONFIRMS RECORD DATE FOR SPIN-OFF
NAPLES, FL, December 23 - F.N.B. Corporation (NYSE: FNB) today announced that it
has received all necessary regulatory approvals for the spin-off of its Florida
operations into a separate, publicly traded company, to be called First National
Bankshares of Florida, Inc. The spin-off will occur, as previously announced,
on January 1, 2004.
Each F.N.B. shareholder of record as of the close of business on December 26,
2003, will receive one share of First National Bankshares common stock for each
share of F.N.B. common stock held on that date. F.N.B. has received an IRS
ruling that the distribution will be tax-free to F.N.B. shareholders under
section 355 of the Internal Revenue Code.
First National Bankshares common stock has been cleared for trading on the
new York Stock Exchange (NYSE) under the new ticker symbol "FLB" following
completion of the spin-off. Prior to the spin-off, a market may develop on the
NYSE for transactions in First National Bankshares common stock market and for
transactions in F.N.B. Corporation common stock reflecting the spin-off of
First National Bankshares. Investors interested in transactions in these markets
should contact their broker or other financial advisor.
Immediately after the spin-off is completed, F.N.B. Corporation will not own
any shares of First National Bankshares common stock, making it an independent
public company.
"We believe that this spin-off is in the best interest of F.N.B. shareholders.
It will enable First National Bankshares to expand in the fast-growing Florida
market, while positioning F.N.B. as a true value company serving the
Pennsylvania and Ohio markets," said Gary L. Tice, President and Chief
Executive Officer of F.N.B. Corporation. "We are confident that this move will
serve to enhance each company's growth opportunities and prospects."
The spin-off is expected to unlock shareholder value by allowing each entity to
develop and implement a strategic plan that fits its geographic markets and
operations. It also should enable the investment community to more easily value
the two organizations.
F.N.B. Corporation will be led by Stephen J. Gurgovits, as President and Chief
Executive Officer. Gurgovits has over 40 years of banking experience in western
Pennsylvania. He also will continue in his role as President and Chief Executive
Officer of First National Bank of Pennsylvania. Brian Lilly has been appointed
Chief Financial Officer. He will succeed Thomas Fahey, who will retire, as
anticipated, on December 31, 2003.
Other members of the F.N.B. Corporation senior management team include Gary
Roberts, Chief Operating Officer; David Mogle, Secretary and Treasurer;
Robert Rawl, President and CEO of Regency Finance Company; James Pudlewski,
President and CEO of First National Insurance Agency; and Debbie Coull-Cicchini,
Executive Vice President of First National Bank in charge of Personal Banking,
Marketing and Wealth Management.
Once the spin-off is completed, F.N.B. Corporation intends to relocate its
headquarters to Hermitage, Pennsylvania, where it will focus on the well-
established Pennsylvania and Ohio operations. The company is expected to be a
high-performing, high-dividend paying entity with a valuation in line with its
Pennsylvania and Ohio peers based on the projected dividend payout ratio of
approximately 60% to 65% and projected multiple of earnings.
First National Bankshares of Florida will be led by Gary L. Tice, as Chairman
and Chief Executive Officer. Tice, formerly the President and CEO of F.N.B.
Corporation, has been involved in Florida banking since 1977 and has organized
several successful community banks in this market. Kevin Hale will serve as
President and Chief Operating Officer and Robert Reichert has been appointed as
Chief Financial Officer, Secretary and Treasurer.
Other members of the company's senior leadership team include Garrett Richter,
President and Chief Executive Officer of the banking subsidiary First National
Bank of Florida; Rick Bouchard, Chief Executive Officer of Roger Bouchard
Insurance Inc.; and Michael Morris, President and CEO of First National Wealth
Management Company.
First National Bankshares will maintain corporate headquarters in Naples,
Florida, where it will focus on expanding in the fast-growing Florida market.
The company will be positioned for growth in one of the country's most
attractive areas. Reflecting this emphasis on growth, the company's dividend
payout ratio is expected to be approximately 25% to 30%. As such, its stock is
expected to trade in line with its peers in Florida.
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This document contains "forward-looking statements" that involve risks and
uncertainties and are subject to change at any time. These statements may
include, but are not limited to, those containing words such as "anticipate,"
"believe," "plan," "estimate," "expect," "intend," "may," "target," and similar
expressions. Such statements include, without limitation, statements regarding
the effect of the spin-off; statements relating to the future financial and
stock price performance of F.N.B. Corporation and First National Bankshares of
Florida, Inc.; statements relating to the future dividend policies of F.N.B.
Corporation and First National Bankshares of Florida, Inc.; and earnings
guidance for the fiscal year 2004. Factors that could cause actual results to
differ materially include, but are not limited to, the following: costs, delays
and other difficulties related to the spin-off; the impact of federal and state
regulations; competition in our business; our ability to control operating costs
and generate sufficient cash flow to meet operational and financial
requirements; an economic downturn or changes in the laws or interest rate
environment affecting our business in those markets in which we operate; and
that the spin-off transaction will increase shareholder value or have the
expected economic effect.