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: March 6, 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
On March 6, 2001, the Registrant issued a press release describing
the Registrant's proposed relocation of its corporate headquarters
from Hermitage, Pennsylvania to Naples, Florida and proposed
reincorporation from Pennsylvania to Florida. A copy of the
Registrant's press release is filed as an exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
The following exhibit is filed with this report:
Exhibit No. Description
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99.1 Press release dated March 6, 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: March 6, 2001
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated March 6, 2001
EXHIBIT 99.1
F.N.B. CORPORATION
(Nasdaq: FBAN)
HERMITAGE, PA 16148
www.fnbcorporation.com
FOR IMMEDIATE RELEASE
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DATE: March 6, 2001
CONTACT: Clay W. Cone
Vice President - Corporate Affairs
941-436-1676
F.N.B. CORPORATION TO MOVE HEADQUARTERS TO NAPLES, FLORIDA
NAPLES, FL, and HERMITAGE, PA, March 6 - F.N.B. Corporation (NASDAQ: FBAN),
today announced that its Board of Directors has approved the relocation of its
corporate headquarters from Hermitage, Pennsylvania to Naples, Florida. The
company also intends to change the place of its legal incorporation from
Pennsylvania to Florida.
F.N.B. Corporation was incorporated in 1974 in Hermitage, Pennsylvania, and at
that time substantially all of the company's business was being conducted in
Pennsylvania.
In 1997, F.N.B. expanded into Florida. As a result of the dynamic growth
experienced in that state and because of subsequent acquisitions, the majority
of the corporation's assets and shareholders now reside in Florida. The
opportunities for further growth in Florida are bright, and the relocation
will enable the company to continue its growth strategy.
"This plan is something that the company has long studied and makes sense from
both an operational and organizational standpoint," said Gary L. Tice, President
and Chief Executive Officer of F.N.B. Corporation. "By relocating to Southwest
Florida, the company will be closer to the majority of customers served by its
banking and other financial services subsidiaries."
The relocation of the company's principal offices to Naples, Florida, was
unanimously approved by the Board of Directors last month and has been
completed.
The reincorporation of F.N.B. in the state of Florida will be considered by
shareholders at the company's annual meeting on Monday, April 23, 2001, at the'
Naples Beach Hotel.
Steve Gurgovits, Vice Chairman of F.N.B. Corporation and President and Chief
Executive Officer of First National Bank of Pennsylvania, noted that the
relocation of the corporation does not reflect a shift in strategy nor take
away from the importance of the company's successful banking operations located
in the northern part of its franchise.
Gurgovits added that the company's Pennsylvania and Ohio banking affiliates will
remain headquartered in Hermitage, Pennsylvania, and Youngstown, Ohio,
respectively.
"For everyone involved with F.N.B., the relocation of the holding company will
be transparent," he said. "No employees will be affected by this move and the
company will continue to maintain a significant presence in the communities
that it currently serves."
F.N.B. Corporation is a $3.9 billion diversified financial services company.
The company currently operates community banks, insurance agencies, a consumer
finance company and First National Trust Company with a total of 154 offices in
five states. 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.
# # # # #
This release contains certain "forward-looking statements" relating to present
or future trends or factors affecting the financial services industry and
specifically the operations, markets and products of F.N.B. Corporation. Actual
results could differ materially from those projected. F.N.B. undertakes no
obligation to release revisions to these forward-looking statements or to
reflect events or circumstances after the date of this release.
Copies of this news release are available over the Internet at
www.fnbcorporation.com or by contacting F.N.B. at 1-800-262-7600, extension
1676. Shares of the corporation's common stock are traded on the Nasdaq Stock
Market under the symbol FBAN.