-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AdeWcJQFfQ95CJeMuPPSDKq4h8h7lh/RUiRn/Dxm5u/FHH375jpbIe6VvA9Y9xc7 +BSHpGXb62B+Y8Cpoj4YOA== /in/edgar/work/20000613/0000950128-00-000886/0000950128-00-000886.txt : 20000919 0000950128-00-000886.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950128-00-000886 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/PA CENTRAL INDEX KEY: 0000037808 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 251255406 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-38370 FILM NUMBER: 653956 BUSINESS ADDRESS: STREET 1: ONE FNB BLVD STREET 2: HERMITAGE SQUARE CITY: HERMITAGE STATE: PA ZIP: 16148 BUSINESS PHONE: 7249816000 MAIL ADDRESS: STREET 1: HERMITAGE SQUARE CITY: HERMITAGE STATE: PA ZIP: 16148 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS BUDGET CO DATE OF NAME CHANGE: 19750909 S-3/A 1 0001.txt F.N.B. CORPORATION FORM S-3/A 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 2000 REGISTRATION STATEMENT NO. 333-38370 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ F.N.B. CORPORATION (Exact name of registrant as specified in its charter) PENNSYLVANIA (State or other jurisdiction of incorporation or organization) 25-1255406 (I.R.S. Employer Identification No.) ONE F.N.B. BOULEVARD, HERMITAGE, PA 16148 (724) 981-6000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------ JOHN D. WATERS VICE PRESIDENT AND CHIEF FINANCIAL OFFICER F.N.B. CORPORATION ONE F.N.B. BOULEVARD HERMITAGE, PA 16148 (724) 981-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ COPY TO: CHRISTOPHER J. RAYL COHEN & GRIGSBY, P.C. 11 STANWIX STREET, 15TH FLOOR PITTSBURGH, PA 15222 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PROSPECTUS F.N.B. CORPORATION $250,000,000 OF SUBORDINATED TERM NOTES AND DAILY NOTES - ---------------------------------------- TERM NOTES Available Term: 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 months Minimum Purchase: $500 Interest: We will establish the interest rate when you purchase the Term Note--See the Prospectus Supplement for current rates You will have different interest payment options, depending on the term of your Term Note Redemption: You can redeem your Term Note at any time but will forfeit some interest We can redeem your Term Note on 30 days' notice Security and The Term Notes will Ranking: not be secured by any collateral The Notes will be subordinate to all of our other existing and future senior debt - ---------------------------------------- - ---------------------------------------- DAILY NOTES Term: The Daily Notes have no set term Minimum Purchase: $50.00 Interest: We will establish the interest rate when you purchase the Daily Note--See the Prospectus Supplement for current rates Interest is accrued daily, compounded quarterly and is paid when you redeem the Daily Note Redemption: You can redeem all or any portion of your Daily Note at any time without penalty We can redeem your Daily Note on 30 days' notice Security and The Daily Notes will Ranking: not be secured by any collateral The Daily Notes will be subordinate to all of our existing and future senior debt - ---------------------------------------- - ---------------------------------------- SPECIAL DAILY NOTES Term: The Special Daily Notes have no set term Minimum Purchase: $50,000 or such lesser amount as we may establish at the time of purchase--See the Prospectus Supplement Interest: Interest rate equal to 8.00% per annum through September 30, 2000 Interest rate will be adjusted on a quarterly basis beginning October 1, 2000 subject to a maximum reduction of 0.50% per quarter--See the Prospectus Supple- ment for current rates Interest rate may not be reduced below 6.50% per annum until December 31, 2002 Interest is accrued daily, compounded quarterly and is paid when you redeem the Special Daily Note Redemption: You can redeem all or any portion of your Special Daily Note at any time without penalty We can redeem your Special Daily Note on 30 days' notice Security and The Special Daily Ranking: Notes will not be secured by any collateral The Special Daily Notes will be subordinate to all of our existing and future senior debt - ----------------------------------------
THE TERM NOTES, DAILY NOTES AND SPECIAL DAILY NOTES ARE NOT DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS ON PAGE 3 OF THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PER NOTE TOTAL -------- ------------ Public Offering Price....................................... 100% $250,000,000 Underwriting Discounts...................................... None None Proceeds to us (before expenses)............................ 100% $250,000,000
The Daily Notes, the Term Notes and the Special Daily Notes will be offered and sold by officers and employees of our subsidiary, Regency Finance Company, and its subsidiary, Citizens Financial Services, Inc. We will not list the Daily Notes, the Term Notes or the Special Daily Notes on any securities exchange or other trading market. ------------------------ THE DATE OF THIS PROSPECTUS IS , 2000. 3 IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT Information is provided to you about the Daily Notes, Term Notes and Special Daily Notes in this Prospectus and the accompanying Prospectus Supplement, which describes the interest rates applicable to the Notes at the time of your purchase. In making your investment decision, you should rely only on the information contained or incorporated by reference in this Prospectus and the Prospectus Supplement. We have not authorized anyone to provide you with any other information. If you receive any unauthorized information, you must not rely on it. Cross-references are included in this Prospectus to captions in these materials where you can find further related discussions. The following Table of Contents provides the pages on which these captions are located. This Prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. Such forward-looking statements, together with related qualifying language and assumptions, are found in the material set forth under "Risk Factors." Forward-looking statements are also found elsewhere in this Prospectus, and may be identified by, among other things, accompanying language including the words "expects," "intends," "anticipates," "estimates" or analogous expressions, or by qualifying language or assumptions. Such statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results or performance to differ materially from such forward-looking statements. Such risks, uncertainties and other factors include, among others, general economic and business conditions, competition, changes in political, social and economic conditions, regulatory initiatives and compliance with government regulations, customer preference and various other matters, many of which are beyond our control. These forward-looking statements speak only as of the date of this Prospectus. We disclaim any obligation or undertaking to disseminate any updates or revisions to such forward-looking statements to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based. TABLE OF CONTENTS Risk Factors................................................ 3 Summary Consolidated Financial Data......................... 4 Use of Proceeds............................................. 5 The Company................................................. 6 Description of Notes........................................ 8 Plan of Distribution........................................ 14 Legal Matters............................................... 14 Independent Auditors........................................ 14 Where You Can Find Additional Information................... 15 Information Incorporated by Reference....................... 15
2 4 RISK FACTORS You should carefully consider the following risk factors and other information contained in this Prospectus before buying the Notes. THE NOTES ARE NOT SECURED, INSURED OR GUARANTEED The Notes are not secured by any of our assets or any other collateral. Also, the Notes are not bank deposits and are not insured or guaranteed by the FDIC or any other governmental agency. Therefore, you are increasing your risk of loss if you buy Notes with funds taken from an insured account held at a bank, savings and loan association or credit union. YOUR RIGHT TO RECEIVE PAYMENTS ON THESE NOTES IS SUBORDINATE TO ALL OF OUR SENIOR INDEBTEDNESS According to the terms of the Notes, the payment of the principal and interest on the Notes is subordinate in right of payment to the prior payment when due of the principal and interest on all of our Senior Indebtedness. As of March 31, 2000, the total amount of our Senior Indebtedness was $25.0 million and the total amount of our indebtedness that is equal in right of payment with the Notes was $256.7 million. We have the absolute right to increase or decrease our Senior Indebtedness. Holders of Senior Indebtedness will be able to prevent payment on the Notes: - - in the event of our bankruptcy, liquidation or reorganization; - - if there is a payment default under certain Senior Indebtedness; and - - if there are certain non-payment defaults under certain Senior Indebtedness. 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 the cash flows of our subsidiaries to meet our obligations, including the payment of the principal and interest on the Notes. Our right, and thus the right of the buyers of Notes and our other creditors, to participate in any distribution of earnings or assets of our subsidiaries is subject to the prior claims of creditors of such subsidiaries. As of March 31, 2000, the amount of such claims (excluding deposit liabilities) was $256.7 million. Under federal and state law, our bank subsidiaries are limited in the amount of dividends they can pay to us without prior regulatory approval. Also, bank regulators have the authority to prohibit our subsidiary banks from paying dividends if they think the payment would be an unsafe and unsound banking practice. YOU WILL FORFEIT INTEREST IF YOU REDEEM TERM NOTES EARLY If you redeem your Term Notes before the maturity date, you will forfeit one month of interest earned, or that could have been earned, if you are redeeming a 3, 6, 9 or 12 Month Term Note, or three months of interest earned, or that could have been earned, if you are redeeming any other Term Note. We may also require you to give us 30 days' prior written notice before you redeem a Term Note. YOUR ABILITY TO SELL OR TRANSFER THE NOTES WILL BE LIMITED There is no trading market for the Notes and we do not expect one to develop. You should not purchase the Notes with the expectation that a trading market for the Notes will subsequently develop. The Notes are also non-negotiable. You can transfer or assign the Notes only with our consent and only at the offices of our sales and paying agents, Regency Finance Company or Citizens Financial Services, Inc. 3 5 SUMMARY CONSOLIDATED FINANCIAL DATA The following table sets forth summary consolidated financial data for the Company for the periods indicated. This information should be read in conjunction with the financial statements and notes thereto incorporated by reference in this Prospectus.
AT OR FOR THE QUARTER AT OR FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31, -------------------------------------------------------------- ----------------------- 1999 1998 1997 1996 1995 2000 1999 ---------- ---------- ---------- ---------- ---------- ---------- ---------- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) SUMMARY OF OPERATIONS: Interest income.......... $ 254,916 $ 246,027 $ 225,126 $ 209,761 $ 197,337 $ 69,154 $ 61,262 Interest expense......... 106,467 108,152 96,728 88,063 84,419 30,285 25,615 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net interest income.... 148,449 137,875 128,398 121,698 112,918 38,869 35,647 Provision for loan losses................. 9,240 7,572 11,503 10,063 7,416 2,973 2,051 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net interest income after provision for loan losses.......... 139,209 130,303 116,895 111,635 105,502 35,896 33,596 Non-interest income...... 46,928 39,305 33,278 28,626 27,080 12,710 11,265 Non-interest expenses.... 129,679 120,169 107,932 105,727 94,215 33,801 32,342 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Income before taxes...... 56,458 49,439 42,241 34,534 38,367 14,805 12,519 Income taxes............. 17,163 16,148 13,013 11,207 12,572 4,696 3,678 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net income before extraordinary items................ 39,295 33,021 29,228 23,327 25,795 10,109 8,841 Extraordinary items, net of tax................. -- -- 8,809 -- -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net income............... $ 39,295 $ 33,021 $ 38,037 $ 23,327 $ 25,795 $ 10,109 $ 8,841 ========== ========== ========== ========== ========== ========== ========== Core operating earnings............... $ 40,563 $ 37,364 $ 33,793 $ 27,470 $ 25,795 $ 10,109 $ 9,660 ========== ========== ========== ========== ========== ========== ========== PER SHARE DATA (A): Net income: Basic.................. $ 1.78 $ 1.50 $ 1.78 $ 1.08 $ 1.16 $ 0.46 $ 0.40 Diluted................ 1.72 1.43 1.69 1.05 1.16 0.45 0.39 Core operating earnings* Basic.................. 1.84 1.70 1.57 1.28 1.16 0.46 0.44 Diluted................ 1.77 1.62 1.50 1.23 1.16 0.45 0.42 Cash dividends........... 0.67 0.64 0.53 0.52 0.29 0.17 0.16 Book value, end of period................. 13.00 12.65 12.05 10.69 10.16 13.15 13.35 SELECTED PERIOD END BALANCES: Assets................... $3,706,184 $3,406,677 $3,098,453 $2,796,926 $2,584,367 $3,762,325 $3,432,473 Net loans................ 2,767,463 2,390,576 2,144,734 1,939,818 1,738,316 2,869,633 3,099,679 Deposits................. 2,909,434 2,850,428 2,583,586 2,344,312 2,200,288 3,044,292 550,674 Long-term debt........... 117,634 70,384 73,434 59,448 52,109 92,381 53,443 Preferred stock.......... 2,075 2,380 2,875 3,525 4,516 1,891 2,283 Stockholders' equity..... 290,135 282,138 270,440 235,025 220,978 292,739 285,247
- --------------- * Core operating earnings exclude merger related and other non-recurring costs of $1.3 million in 1999, merger related and other non-recurring costs of $4.3 million in 1998, extraordinary gains on the sale of a subsidiary and branches of $8.8 million and merger related and other non-recurring costs of $4.6 million in 1997, and a one-time assessment of $2.1 million legislated by Congress to recapitalize the Savings Association Insurance Fund and merger related and other non-recurring costs of $2.1 million, all on an after-tax basis. Core operating earnings exclude merger related costs of $819,000 recognized during the first quarter of 1999, on an after-tax basis. Such presentation is provided in order to eliminate all items deemed by management to be of a non-recurring nature. (A) Net income per common share is based on weighted average shares outstanding adjusted retroactively for stock splits and stock dividends. Cash dividends per common share are based on the actual cash dividends declared adjusted for stock splits and stock dividends. Book value per common share is based on shares outstanding at each period-end adjusted retroactively for stock splits and stock dividends. 4 6
AT OR FOR THE QUARTER AT OR FOR THE YEAR ENDED DECEMBER 31, ENDED MARCH 31, --------------------------------------------------- ---------------------- 1999 1998 1997 1996 1995 2000 1999 ------- ------- ------- ------- ------- --------- --------- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) SELECTED PERFORMANCE RATIOS: Return on average assets............ 1.13% 1.02% 1.32% 0.88% 1.03% 1.10% 1.06% Return on average equity............ 13.74 11.93 15.36 10.16 12.34 13.98 12.64 Core operating earnings Return on average assets.......... 1.16 1.16 1.18 1.03 1.03 1.10 1.15 Return on average equity.......... 14.18 13.50 13.64 11.97 12.34 13.98 13.81 Total equity/total assets........... 7.83 8.28 8.73 8.40 8.55 7.78 8.31 Net interest margin (fully taxable equivalent)....................... 4.76 4.68 4.87 5.01 4.97 4.72 4.76 Dividend payout..................... 41.43 41.85 28.11 29.26 15.67 37.45 37.44 ASSET QUALITY RATIOS: Non-performing loans/total loans.... 0.46 0.58 0.45 0.66 0.78 0.47 0.43 Allowance for loan losses/non-performing loans....... 281.90 230.44 319.82 238.67 202.78 279.19 300.91 Non-performing assets/total assets (B)............................... 0.48 0.45 0.45 0.76 0.75 0.48 0.43 Ratio of earnings to fixed charges........................... 1.52% 1.44% 1.42% 1.37% 1.43% 1.48 1.47
- --------------- Notes: (B) Non-performing assets include non-accrual loans, other real estate owned and restructured loans. USE OF PROCEEDS The Company intends to use the net proceeds from the sale of Notes primarily as advances to its consumer finance subsidiary, Regency Finance Company, primarily to fund Regency's lending and purchasing activities and secondarily for general corporate purposes of the Company. 5 7 THE COMPANY GENERAL F.N.B. Corporation, or the "Company," was formed in 1974 as a financial services holding company and is headquartered in Hermitage, Pennsylvania with administrative offices in Naples, Florida. It provides a broad range of financial services to its customers through its bank and consumer finance subsidiaries in Florida, Pennsylvania, Ohio, Tennessee, Kentucky and New York. The Company's main office is located at One F.N.B. Boulevard, Hermitage, Pennsylvania 16148 and its telephone number is (724) 981-6000. As of March 31, 2000, the Company had approximately $3.8 billion in consolidated assets, approximately $3.0 billion in deposits and 138 offices. The Company, through its subsidiaries, provides a full range of financial services, principally to consumers and small to medium-size businesses in its market areas. The Company's business strategy has been to focus primarily on providing quality, community-based financial services adapted to the needs of each of the markets it serves. The Company has emphasized its community orientation by generally preserving the names and local boards of directors of its subsidiaries, by allowing its subsidiaries autonomy in decision-making and thus enabling them to respond to customer requests more quickly, and by concentrating on transactions within its market areas. However, while the Company has sought to preserve the identities and autonomy of its subsidiaries, it has established centralized credit analysis, loan review, investment, audit and data processing functions. The centralization of these processes has enabled the Company to maintain consistent quality of these functions and to achieve certain economies of scale. The Company's lending philosophy is to minimize credit losses by following uniform credit approval standards (which include independent analysis of realizable collateral value), diversifying its loan portfolio, maintaining a relatively modest average loan size and conducting ongoing review and management of the loan portfolio. The Company is an active residential mortgage lender, and its commercial loans are generally to established local businesses. The Company does not have a significant amount of construction loans and has no highly leveraged transaction loans or loans to foreign countries. No material portion of the deposits of the Company's subsidiaries has been obtained from a single or small group of customers, and the loss of any customer's deposits or a small group of customers' deposits would not have a material adverse effect on the business of the Company. In addition to community banking, the Company also offers asset management, mutual funds, annuities and a full array of insurance products. 6 8 Information as of March 31, 2000 for the Company's existing bank and consumer finance subsidiaries (including the year established and location of principal office for each) is set forth below. All subsidiaries are wholly-owned by the Company.
TOTAL TOTAL NUMBER OF ASSETS DEPOSITS BRANCH OFFICES ---------- ---------- -------------- (DOLLARS IN THOUSANDS) BANK SUBSIDIARIES: First National Bank of Pennsylvania (Est. 1864) Hermitage, Pennsylvania....................... $1,325,039 $1,137,652 35 First National Bank of Naples (Est. 1988) Naples, Florida............................... 806,162 582,801 9 Cape Coral National Bank (Est. 1994) Cape Coral, Florida........................... 366,143 322,842 5 First National Bank of Florida (Est. 1997) Clearwater, Florida........................... 353,411 285,842 11 Metropolitan National Bank (Est. 1922) Youngstown, Ohio.............................. 316,409 275,029 11 West Coast Guaranty Bank, N.A. (Est. 1999) Sarasota, Florida............................. 276,658 220,492 7 Reeves Bank (Est. 1868) Beaver Falls, Pennsylvania.................... 165,125 150,346 8 First National Bank of Fort Myers (Est. 1989) Fort Myers, Florida........................... 104,997 93,404 2 ---------- ---------- -- Totals........................................ $3,713,944 $3,068,408 88 CONSUMER FINANCE SUBSIDIARY: Regency Finance Company (Est. 1927) Hermitage, Pennsylvania....................... $ 121,739 N/A 44
The Company's insurance agencies, Gelvin, Jackson & Starr, Inc. and Roger Bouchard Insurance, Inc., have five offices and one office, respectively. The Company has five other operating subsidiaries, Penn-Ohio Life Insurance Company, Mortgage Service Corporation, F.N.B. Building Corporation, F.N.B. Investment Corporation, and Customer Service Center of F.N.B., L.L.C. Penn-Ohio Life Insurance Company underwrites, as a reinsurer, credit life and accident and health insurance sold by the Company's subsidiaries. These activities are incidental to the Company's banking business. Mortgage Service Corporation services mortgage loans for unaffiliated financial institutions, F.N.B. Building Corporation owns real estate that is leased to certain subsidiaries, F.N.B. Investment Corporation holds equity securities and other miscellaneous assets on behalf of the Company and Customer Service Center performs data processing and other services for the Company and its affiliates. As of March 31, 2000, the Company and its subsidiaries had approximately 1,704 full-time equivalent employees. OPERATIONS OF THE BANK SUBSIDIARIES The Company's bank subsidiaries offer services traditionally offered by full-service commercial banks, including commercial and individual demand and time deposit accounts, commercial, mortgage and individual installment loans, credit card and discount brokerage services through correspondent banks, night depository, automated teller services, computer services, safe deposit boxes, money order services, 7 9 travelers checks, government savings bonds, food stamp sales and utility bill payments. The bank subsidiaries also offer alternative investment products including mutual funds, annuities and discount brokerage. In addition, the Company offers a broad range of personal and corporate fiduciary services, including the administration of decedent and trust estates. As of March 31, 2000, trust assets under management totaled $700.0 million. OPERATIONS OF THE CONSUMER FINANCE SUBSIDIARY The Company's consumer finance subsidiary is involved principally in making personal installment loans to individuals and purchasing installment sales finance contracts from retail merchants. OTHER INFORMATION As part of its operations, the Company regularly evaluates the potential acquisition of, and holds discussions with, various financial institutions and other businesses of a type eligible for bank holding company investment. In addition, the Company regularly analyzes the values of, and submits bids for, the acquisition of customer-based funds and other liabilities and assets of such financial institutions and other businesses. As a general rule, the Company publicly announces such material acquisitions when a definitive agreement has been reached. For further information about the Company, reference is made to the Company's Annual Report on Form 10-K for the year ended December 31, 1999, which is incorporated herein by reference. Investors desiring a copy of such report may (i) contact the Company at its address or telephone number indicated under "Information Incorporated by Reference" or (ii) access the SEC's website at "http://www/sec.gov." DESCRIPTION OF NOTES GENERAL The Company will issue the Notes under an Indenture, dated as of May 15, 1992, as supplemented by the First Supplemental Indenture dated as of January 1, 1994, (the "Indenture"), between the Company and Chase Manhattan Trust Company, National Association, successor to Northern Central Bank, as trustee (the "Trustee"). The Notes will be subordinated, unsecured obligations of the Company. The material terms, provisions and covenants contained in the Notes and the Indenture are described below. The Notes will be subordinate in right of payment to Senior Indebtedness of the Company, as described below under "Subordination." The Indenture does not limit the incurrence of Senior Indebtedness or any other debt, secured or unsecured, of the Company or any of its subsidiaries, nor does it contain any terms which would afford protection to holders of the Notes ("Holders") issued thereunder in the event of a recapitalization, a change in control, a highly leveraged transaction or a restructuring involving the Company. The Notes will be obligations of the Company only. Because the Company is a holding company, its rights and the rights of its creditors, including the Holders of the Notes, to participate in the distribution of the assets of any of the Company's subsidiaries upon liquidation, dissolution or reorganization of a subsidiary will be subject to the prior claims of the subsidiaries' creditors (including depositors in bank subsidiaries), except to the extent that the Company may itself be a creditor with recognized claims against the subsidiary. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") as in effect on the date of the Indenture. The Notes are subject to all such terms, and holders of the Notes are referred to the Indenture and the Trust Indenture Act for a statement of them. The statements under this caption 8 10 relating to the Indenture, a copy of which is filed as an exhibit to the Registration Statement, and the Notes are summaries and do not purport to be complete. Such summaries make use of certain terms defined in the Indenture and are qualified in their entirety by express reference to the Indenture. TERMS OF SUBORDINATED TERM NOTES Subordinated Term Notes Due 3 Months or 6 Months. The Company will issue each 3 Month and 6 Month Term Note in the minimum principal amount of $500 and such Term Notes will mature 3 months or 6 months, respectively, after their date of issue. The Company will determine, from time to time, the rate of interest payable on such Term Notes. The rate of interest at the time of purchase will be the rate payable throughout the original term of the Term Note. The Company will pay interest, at the Holder's option, either monthly or at maturity. Each 3 Month and 6 Month Term Note will automatically extend for an additional term, equal in duration to the original term, at the rate of interest then in effect for Term Notes of comparable maturity. All of the other terms and conditions applicable to the Term Notes when issued will also apply during each extension term. The Holder may elect not to extend the term by notifying the Company of his intention to redeem the Term Note. Subordinated Term Notes Due 9 Months, 12 Months, 15 Months, 18 Months, 21 Months, 24 Months, 27 Months, 30 Months, 36 Months, 48 Months, 60 Months, 84 Months or 120 Months. The Company will issue each 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84, and 120 Month Term Note in the minimum principal amount of $500, provided that the Company may offer such Term Notes from time to time at different interest rates if a higher minimum purchase requirement is met as determined by the Company at the time of purchase and set forth in a Prospectus Supplement. Such Term Notes will mature 9 months, 12 months, 15 months, 18 months, 21 months, 24 months, 27 months, 30 months, 36 months, 48 months, 60 months, 84 months or 120 months after their date of issue. The Company will determine, from time to time, the rate of interest payable on such Term Notes. The rate of interest at the time of purchase will be payable throughout the original term of the Term Note. The Company will pay interest, at the Holder's option, either monthly or quarterly, or will compound the interest quarterly. These Term Notes will automatically extend for additional terms, equal in duration to their original terms, at the rate(s) of interest then in effect for Term Notes of comparable maturity. All of the other terms and conditions applicable to such Term Notes when issued will also apply during each extension term. The Holder may elect not to extend the term by notifying the Company of the Holder's intention to redeem the Term Note. Redemption of Term Notes at Option of Holder. The Holder of a Term Note will have the right, at such Holder's option, to redeem the Term Note, in whole or in part, prior to maturity, provided that a partial redemption may not reduce the principal amount of the Term Note below the original minimum purchase amount. If the Holder redeems, in whole or in part, a 3 Month, 6 Month, 9 Month or a 12 Month Term Note, the Holder will forfeit one month of interest earned, or that could have been earned, on the amount redeemed at the rate being paid on the Term Note, regardless of the length of time that the Holder has owned the Term Note. If the Holder redeems, in whole or in part, a 15 Month, 18 Month, 21 Month, 24 Month, 27 Month, 30 Month, 36 Month, 48 Month, 60 Month, 84 Month or 120 Month Term Note, the Holder will forfeit 3 months of interest earned, or that could have been earned, on the amount redeemed at the rate being paid on the Term Note, regardless of the length of time that the Holder has owned the Term Note. Where necessary to comply with the requirements of this paragraph, the Company will deduct interest already paid to or for the account of the Holder from the amount redeemed. 9 11 Term Notes may be redeemed before maturity without forfeiture of interest upon the death of any Holder or if the Holder is determined to be legally incompetent. The Company may require the Holder to give the Company no less than thirty (30) days' prior written notice, by first class mail, of a redemption demanded by the Holder. The Holder must specify in the notice the principal amount of the Term Note to be redeemed and the redemption date. TERMS OF SUBORDINATED DAILY NOTES The Company will issue Daily Notes in the minimum original principal amount of $50. Holders of Daily Notes may increase or decrease the original principal amount at any time by making additional purchases or partial redemptions. Each partial redemption must be in the minimum amount of $50 and may not reduce the principal amount of the Daily Note below $50. Upon request of the Holder of a Daily Note, the Company will record on the Daily Note any adjustments to the original principal amount, such as additional purchases or partial redemptions. If the Holder redeems a Daily Note in full, such Daily Note must be surrendered by the Holder to the Company and the Company will pay to the Holder the outstanding principal amount thereof, together with any accrued but unpaid interest. The Company may require the Holder to give the Company no less than thirty (30) days' prior written notice, by first class mail, of a redemption demanded by the Holder. The Holder must specify in the notice the principal amount of the Daily Note to be redeemed and the redemption date. The Company will determine the interest rate payable on the Daily Note. The interest rate may increase or decrease on a monthly basis. The Company will make each adjustment, if any, to the interest rate on the first day of the month. The interest rate, once adjusted, will be effective on the first day of each month and will remain in effect until next adjusted by the Company. Interest will be accrued daily and compounded quarterly. TERMS OF SPECIAL SUBORDINATED DAILY NOTES The Company will issue Special Daily Notes in the minimum original principal amount of $50,000 or such lesser minimum amount as the Company may determine from time to time as set forth in the current Prospectus Supplement. Holders of Special Daily Notes may increase or decrease the original principal amount at any time by making additional purchases or partial redemptions. Each partial redemption must be in the minimum amount of $2,500 and may not reduce the principal amount of the Special Daily Note below the original minimum purchase amount. Upon request of the Holder of a Special Daily Note, the Company will record on the Special Daily Note any adjustments to the original principal amount, such as additional purchases or partial redemptions. If the Holder redeems a Special Daily Note in full, such Special Daily Note must be surrendered by the Holder to the Company and the Company will pay to the Holder the outstanding principal amount thereof, together with any accrued but unpaid interest. The Company may require the Holder to give the Company no less than thirty (30) days' prior written notice, by first class mail, of a redemption demanded by the Holder. The Holder must specify in the notice the principal amount of the Special Daily Note to be redeemed and the redemption date. The Company will determine the interest rate payable on the Special Daily Note. The interest rate on each Special Daily Note will be 8.00% until September 30, 2000. Thereafter, the interest rate may increase or decrease on a quarterly basis, provided that (1) the rate may not be reduced by more than 0.50% in any quarter and (2) the rate may not be reduced below 6.50% prior to December 31, 2002. The Company will make each adjustment, if any, to the interest rate on the first day of January, April, July and October during the term of the Special Daily Note (each such day is referred to as an "Adjustment Date"). The interest rate, once adjusted, will be effective on the applicable Adjustment 10 12 Date and will remain in effect until next adjusted by the Company. Interest will be accrued daily and compounded quarterly. GENERAL PROVISIONS APPLICABLE TO ALL NOTES Optional Redemption by the Company. The Company has the right, at its option, to call any of the Notes for redemption before maturity, at any time. The Company will make each partial redemption payment ratably on all the outstanding Notes of the particular series called for redemption. Interest on the Notes will continue to accrue until the date of redemption and no premium will be paid on such Notes. The Company will give each Holder at least thirty (30) days' prior written notice by first class mail of each redemption, specifying, among other things, the principal amount of the Note to be redeemed and the redemption date. Once the Company gives a notice of redemption, the principal amount of the Note specified in such notice, together with accrued and unpaid interest to the redemption date, will become due and payable on the redemption date. Subordination. The indebtedness evidenced by the Notes is subordinate to the prior payment when due of the principal of and interest on all Senior Indebtedness. Upon maturity of any Senior Indebtedness, the Company must make payment in full on such Senior Indebtedness before it can make any payment on the Notes. The Company may not make any payment on the Notes while it is in default on the payment of any Senior Indebtedness, or while any other event of default exists with respect to Senior Indebtedness pursuant to which the holders thereof have accelerated the maturity thereof. If the assets of the Company are distributed in any dissolution, winding up, liquidation or reorganization, payment of the principal of and interest on the Notes will be subordinated, to the extent and in the manner set forth in the Indenture, to the prior payment in full of all Senior Indebtedness. The Indenture does not limit the Company's ability to increase the amount of Senior Indebtedness or to incur any additional indebtedness in the future that may affect the Company's ability to make payments under the Notes. Except as described above, the obligation of the Company to make payment of principal or interest on the Notes will not be affected. The Holders of the Notes will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made on Senior Indebtedness out of the distributive share of the Notes. By reason of such subordination, in the event of a distribution of assets upon insolvency, certain general creditors of the Company may recover more, ratably, than Holders of the Notes. "Senior Indebtedness" means Indebtedness of the Company outstanding at any time other than (1) Indebtedness of the Company to a Subsidiary for money borrowed or advanced from any such Subsidiary and (2) Indebtedness which by its terms is not superior in right of payment to the Notes. "Indebtedness" means (1) any debt of the Company (i) for borrowed money or (ii) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets, including securities; (2) any debt of others described in the preceding clause (1) which the Company has guaranteed or for which it is otherwise liable; and (3) any amendment, renewal, extension or refunding of any such debt. As of December 31, 1999, the outstanding amount of Senior Indebtedness of the Company was approximately $25.0 million. Defaults and Remedies. The term "Events of Default" when used in the Indenture means any one of the following: (i) failure of the Company to pay interest which failure continues for 30 days, or failure to pay principal of (or premium, if any, on) any of the Notes when due (whether or not prohibited by the subordination provisions); (ii) failure to perform any other covenant or breach of any warranty continuing for 60 days after the Company receives written notice of such failure or breach; (iii) the default under any 11 13 instrument governing indebtedness of the Company or any subsidiary for money borrowed or guaranteed which constitutes a failure to pay principal in an aggregate principal amount exceeding $1,000,000 or which has resulted in an aggregate principal amount of at least $1,000,000 becoming or being declared due prior to its stated maturity, and which default is not cured within 30 days after the Company receives written notice thereof; and (iv) certain events of bankruptcy, insolvency or reorganization involving the Company or certain of its subsidiaries. The Indenture provides that the Trustee will, within 90 days after the occurrence of a default, mail to the Holders notice of all uncured defaults known to it (the term "default" for this purpose only means the happening of any Event of Default specified above, excluding grace periods). In the case of default in the payment of principal of or interest on any of the Notes, the Trustee will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interest of the Holders. If an Event of Default occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of any series of the Notes then outstanding, by notice in writing to the Company (and to the Trustee if given by the holders), may declare the principal of and all accrued interest on all the Notes of such series to be due and payable immediately. The Holders of a majority in principal amount of such series of Notes may rescind such declaration if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay all overdue interest on such series of Notes and principal of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and (2) all existing Events of Default have been cured or waived. Defaults (except, unless cured, a default in payment of principal of or interest on the Notes or a default with respect to a provision which cannot be modified under the terms of the Indenture without the consent of each Holder affected) may be waived by the Holders of a majority in principal amount of a series of Notes (with respect to such series) upon the conditions provided in the Indenture. The Indenture requires the Company to file periodic reports with the Trustee as to the absence of defaults. A director, officer, employee or stockholder, as such, of the Company will not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes. Consolidation, Merger, Conveyance, Transfer or Lease. The Company may not consolidate with, merge into, or transfer or lease substantially all of its assets to, any other corporation unless the successor corporation assumes all obligations of the Company under the Indenture and the Notes and certain other conditions are met. Thereafter all such obligations of the Company will terminate and the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer or lease is made will succeed to all rights and powers of the Company under the Indenture. The Indenture prohibits the issuance, sale, assignment, transfer or other disposition of shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of a subsidiary, or any successors, or mergers or consolidations involving a subsidiary, or sales or transfers of assets substantially as an entirety by any subsidiary. The Company may, with respect to any subsidiary that is not a Principal Member Bank (as defined in the Indenture), (1) dispose of any shares of stock or (2) issue shares of stock or permit a merger, consolidation or sale or lease of assets if the consideration received at least equals the fair value of the shares or assets transferred and either the Company's pro rata interest in the subsidiary is maintained or the Company owns no shares of the subsidiary immediately after the transaction. The Indenture does not prohibit such dispositions (i) if 12 14 made in compliance with any order of the court or regulatory authority or made as a condition imposed by a court or authority to the acquisition by the Company of any entity, or (ii) when the proceeds are, within 270 days, or such longer period of time as may be necessary to obtain requisite regulatory approvals, to be invested in a subsidiary (including any entity which upon such investment becomes a subsidiary) engaged in a business legally permissible for bank holding companies. Modification of the Indenture. The Company and the Trustee may supplement or amend the Indenture under certain specified circumstances, without the consent of any Holder, including to cure any ambiguity, to correct or supplement any other provision thereof, to evidence the succession of a successor to the Company or the Trustee, to add to the covenants of the Company for the benefit of the Holders or additional Events of Default, to secure the Notes, or to add any other provisions with respect to matters or questions arising thereunder which the Company and the Trustee deem necessary or desirable and which do not adversely affect the interests of the Holders. Otherwise, the rights and obligations of the Company and the rights of the Holders may be modified by the Company and the Trustee only with the consent of the Holders of a majority in principal amount of each series of Notes then outstanding. Consumer Finance Subsidiary as Selling Agent and Paying Agent of the Company. Regency Finance Company, and its subsidiary, Citizens Financial Services, Inc., will act as selling agents and paying agents of the Company. Therefore, the Holders will make all payments for Notes to Regency or Citizens, as agent for the Company, and Regency or Citizens will make all principal and certain interest payments to the Holders, as agent for the Company. Notes Non-Negotiable. The Notes are non-negotiable and no rights of ownership may be transferred by mere endorsement and delivery of a Note to a purchaser. All transfers and assignments of Notes may be made only at the offices of Regency Finance Company or its subsidiary, Citizens Financial Services, Inc., upon presentation of the Note and recordation of such transfer or assignment in the books of the Company. Satisfaction and Discharge of Indenture. The Indenture will be discharged and cancelled upon payment of all securities issued under the Indenture, including the Notes, or upon deposit with the Trustee, within not more than one year prior to the maturity of all the outstanding securities issued under the Indenture, of funds sufficient for such payment or redemption. The Trustee. The Trustee is Chase Manhattan Trust Company, National Association, successor to Northern Central Bank. Notice to the Trustee should be directed to One Oxford Centre, 301 Grant Street, Suite 1100, Pittsburgh, Pennsylvania 15219. The Holders of a majority in principal amount of all outstanding series of Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, provided that such direction would not conflict with any rule of law or with the Indenture, would not be prejudicial to the rights of another Holder and would not subject the Trustee to personal liability. The Indenture provides that in case an Event of Default should occur and be known to the Trustee (and not be cured), the Trustee will be required to use the degree of care of a prudent man in the conduct of his own affairs in the exercise of its power. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any of the Holders unless they shall have offered to the Trustee security and indemnity satisfactory to it. 13 15 Federal Income Tax Considerations. A Holder of Notes may be subject to "backup withholding" under certain circumstances. Backup withholding applies to a Holder who is a United States person if the Holder, among other things, (1) fails to furnish his social security number or other taxpayer identification number ("TIN") to the payer responsible for backup withholding (for example, the Holder's securities broker), (2) furnishes such payer an incorrect TIN, (3) fails to provide such payer with a certified statement, signed under penalties of perjury, that the TIN provided to the payer is correct and that the Holder is not subject to backup withholding, or (4) fails to report properly interest and dividends on his tax return. Backup withholding, however, does not apply to payments made to certain exempt recipients, such as corporations and tax-exempt organizations. The backup withholding rate is 31% of "reportable payments," which generally will include interest on Notes. Under present law all interest earned on the Notes will be taxable each year for Federal income tax purposes. Even though interest on certain series of Notes may be accrued during a calendar year but not paid until a future year, the accrued interest may be taxable for Federal income tax purposes during the calendar year of accrual. Holders of Notes should consult their own tax advisors about the federal, state and local tax consequences of owning Notes. PLAN OF DISTRIBUTION Officers and employees of Regency, the Company's consumer finance subsidiary, and its wholly-owned subsidiary, Citizens Financial Services, Inc., will sell the Notes without registration as brokers or dealers in reliance upon the safe harbor provided by Rule 3a4-1 under the Exchange Act. Such officers and employees will not receive any commissions or direct or indirect compensation in connection with the sale of the Notes. The Company will market the Notes through the use of newspaper advertisements and signs in the Regency offices and through the provision of copies of this Prospectus to customers who inquire about purchasing the Notes. The Company will not market the Notes through any mass mailings, telephone calls or other personal solicitation. LEGAL MATTERS The law firm of Cohen & Grigsby, P.C., Pittsburgh, Pennsylvania, rendered an opinion regarding the validity of the Notes covered by this Prospectus. INDEPENDENT AUDITORS The consolidated financial statements of the Company at December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon, incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1999, and incorporated herein by reference. As to 1998, their report is based, in part, on the report of Bobbitt, Pittenger & Company, P.A., independent auditors, who audited Guaranty Bank and Trust Company. As to 1997, their report is based, in part, on the reports of Hacker, Johnson, Cohen & Grieb, PA, independent auditors, who audited Seminole Bank and Citizens Holding Corporation, and on the report of Bobbitt, Pittenger & Company, P.A., independent auditors, who audited Guaranty Bank and Trust Company. 14 16 The financial statements referred to above are incorporated herein by reference in reliance upon such reports given upon the authority of such firms as experts in accounting and auditing. WHERE YOU CAN FIND ADDITIONAL INFORMATION The Company files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any report, statements or other information filed by the Company at the SEC's public reference rooms in Washington, D.C., New York, New York, or Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The Company's SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at "http://www.sec.gov." The Company has filed a Registration Statement on Form S-3 to register with the SEC the Notes sold under this Prospectus. This Prospectus is part of that Registration Statement. As allowed by the SEC rules, this Prospectus does not contain all the information you can find in the Registration Statement or the exhibits to the Registration Statement. INFORMATION INCORPORATED BY REFERENCE The SEC 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 filed separately with the SEC by the Company. The information incorporated by reference is deemed to be part of this Prospectus, except for any information superseded by information in the Prospectus. This Prospectus incorporates by reference the documents set forth below that the Company has previously filed with the SEC. These documents contain important information about the Company and its finances.
COMPANY FILINGS (SEC FILE NO. 08144) PERIOD - ------------------------------------ ------ Annual Report on Form 10-K the year ended December 31, 1999 Quarterly Report on Form 10-Q the quarter ended March 31, 2000
We further incorporate by reference additional documents that the Company files with the SEC between the date of this Prospectus and the date the offering of Notes is terminated. Upon request the Company will provide, without charge, a copy of any or all of the documents incorporated by reference in this document (other than exhibits to the documents, unless the exhibits are specifically incorporated by reference). Your requests for copies should be directed to F.N.B. Shareholder Services, P.O. Box 413043, Naples, FL 34101-3043, Telephone: 800-490-3951. 15 17 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following expenses will be incurred in connection with the issuance and distribution of the securities being registered: Securities and Exchange Commission Fee*..................... $ 66,000.00* Printing and engraving expenses............................. 12,000.00 Legal fees and expenses..................................... 12,000.00 Accounting fees and expenses................................ 10,000.00 Trustee fees................................................ 6,000.00 Miscellaneous expenses...................................... 5,000.00 ----------- Total.................................................. $111,000.00 ===========
- --------------- * Exact; all other fees and expenses are estimates. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Numbered Paragraph 6.b of the Articles of Incorporation, as amended, of F.N.B. Corporation provides as follows: Directors and Officers of the Corporation shall be indemnified as of right to the fullest extent now or hereafter permitted by law in connection with any actual or threatened action, suit or proceedings, civil, criminal, administrative, investigative or other (whether brought by or in the right of the Corporation or otherwise), arising out of their service to the Corporation or to another organization at the request of the Corporation, or because of their positions with the Corporation. Persons who are not Directors or Officers of the Corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the Corporation. The Corporation may purchase and maintain insurance to protect itself and any such Director, Officer or other person against any liability, cost or expense asserted against or incurred by him in respect of such service, whether or not the Corporation would have the power to indemnify him against such liability by law or under the provisions of this paragraph. The provisions of this paragraph shall be applicable to persons who have ceased to be Directors or Officers, and shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnity hereunder. Article IX of the Bylaws of F.N.B. Corporation provides that the Corporation shall indemnify each director and officer of the Corporation and of its controlled subsidiaries made or threatened to be made a party to any civil, criminal, administrative action, suit or proceeding (whether brought by or in the name of the Corporation or otherwise) arising out of such director's or officer's service to the Corporation or to another organization at the Corporation's request against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such director and officer in connection with such action, suit or proceeding. Indemnification shall not be made with respect to actions, suits or proceedings where the act or omission giving rise to the claim for indemnification has been determined to have constituted willful misconduct or recklessness or where prohibited by law. In addition, expenses incurred by each director and officer in defending any such action, suit or proceeding, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding if an undertaking (in form and scope satisfactory to the Corporation) shall have been furnished to the Corporation to repay amounts so advanced if and to the extent it shall ultimately be determined that such officer or director is not entitled to indemnification and certain other II-1 18 conditions shall have been satisfied. The Corporation may purchase and maintain insurance, create a fund of any nature, grant a security interest or otherwise secure or insure in any manner its indemnification obligations. Article II, Section 17 of the Bylaws of F.N.B. Corporation provides that to the fullest extent permitted by law, no director of the Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action. Section 1741 of the Pennsylvania Business Corporation Law (the "BCL") provides that a corporation shall (subject to the provisions described in the second succeeding paragraph) have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such persons in connection with the action or proceeding if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that such person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his conduct was unlawful. Section 1742 of the Pennsylvania BCL provides that a corporation shall (subject to the provisions described in the succeeding paragraph) have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense of the settlement of the action if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. Indemnification shall not be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the court of common pleas of the county in which the registered office of the corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court deems proper. Under Section 1744 of the Pennsylvania BCL, any such indemnification (unless ordered by a court) shall be made by the corporation only as authorized in a specific case upon a determination that indemnification of the representative is proper in the circumstances because such person has met the applicable standard of conduct. Such determination shall be made: (1) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding; or (2) If such quorum is not obtainable or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) By the shareholders. II-2 19 Notwithstanding the above, Section 1743 provides that to the extent that a representative of the corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Under Section 1745 of the Pennsylvania BCL, expenses (including attorneys' fees) incurred in defending any action or proceeding may be paid by the corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the representative to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the corporation. Section 1746 of the Pennsylvania BCL further provides that the indemnification provided by Sections 1741, 1742 and 1743 and the advancement of expenses provided by Section 1745 shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders, disinterested directors or otherwise, both as to action in his official capacity and as to action in other capacity while holding that office. A corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to Section 1746 or otherwise. Indemnification pursuant to Section 1746 shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Indemnification pursuant to Section 1746 under any bylaw, agreement, vote of shareholders, or directors or otherwise may be granted for any action taken or any failure to take any action and may be made whether or not the corporation would have the power to indemnify the person under any other provision of law except as provided in such Section 1746 and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the corporation. Section 1746 declares such indemnification to be consistent with the public policy of Pennsylvania. The foregoing is only a general summary of certain aspects of Pennsylvania law dealing with indemnification of directors and officers and does not purport to be complete. It is qualified in its entirety by reference to the relevant statutes which contain detailed specific provisions regarding the circumstances under which the person for whose benefit indemnification shall or may be made and accordingly are incorporated herein by reference as Exhibit 99.2 of this registration statement. ITEM 16. EXHIBITS The following exhibits are filed as part of this Registration Statement:
EXHIBIT NO. - ----------- 4.1 Specimen of the Registrant's Subordinated Term Notes due 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 Months, incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-3, File No. 333-74737 4.2 Specimen of the Registrant's Subordinated Daily Notes, incorporated by reference to Exhibit 4.2 of the Registrant's Registration Statement on Form S-3, File No. 333-74737 4.3 Specimen of the Registrant's Special Subordinated Daily Notes * 4.4 Form of Indenture authorizing the Registrant's Securities issued pursuant to this Registration Statement to be qualified under the Trust Indenture Act, incorporated by reference to Exhibit 4.7 of the Registrant's Registration Statement on Form S-2, File No. 33-45888.
II-3 20
EXHIBIT NO. - ----------- 4.5 First Supplemental Indenture dated as of January 1, 1994 between the Registrant and the Trustee, incorporated by reference to Exhibit 4.4 of the Registrant's Registration Statement on Form S-3, File No. 33-61367. 4.6 Form of Officer's Certificate setting forth the terms of (i) the Registrant's Subordinated Notes due 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 Months, and (ii) the Registrant's Subordinated Daily Cash Accounts, incorporated by reference to Exhibit 4.5 of the Registrant's Registration Statement on Form S-3, File No. 33-67440. 4.7 Form of Acceptance of Offer ** 5 Opinion of Cohen & Grigsby, P.C. re: legality ** 12 Statement re: computation of ratios ** 23.1 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5) ** 23.2 Consent of Ernst & Young LLP ** 23.3 Consent of Bobbitt, Pittenger & Company, P.A. ** 23.4 Consent of Hacker, Johnson, Cohen & Grieb, PA ** 24 Powers of Attorney ** 25 Statement of Eligibility of Trustee* 99.1 Form of Prospectus Supplement ** 99.2 Provisions of Pennsylvania law regarding indemnification of directors and officers, incorporated by reference to Exhibit 99.3 of the Registrant's Registration Statement on Form S-4, File No. 333-22909.
- --------------- * Filed herewith. ** Previously filed. ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or II-4 21 Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore unenforceable. In the event that a claim for indemnification against liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and duly caused this Amendment No. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hermitage, Commonwealth of Pennsylvania, on June 12, 2000. F.N.B. CORPORATION By /s/ JOHN D. WATERS ------------------------------------ John D. Waters, Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the dates indicated. * Chairman, Chief Executive Officer - ------------------------------------------------ and Director (Principal Executive Peter Mortensen Officer) * Vice Chairman and Director - ------------------------------------------------ Stephen J. Gurgovits * President, Chief Operating Officer - ------------------------------------------------ and Director Gary L. Tice * Vice President and Chief Financial - ------------------------------------------------ Officer (Principal Accounting John D. Waters Officer) Director - ------------------------------------------------ W. Richard Blackwood Director - ------------------------------------------------ Alan C. Bomstein * Director - ------------------------------------------------ William B. Campbell * Director - ------------------------------------------------ Charles T. Cricks * Director - ------------------------------------------------ Henry M. Ekker * Director - ------------------------------------------------ James S. Lindsay * Director - ------------------------------------------------ Paul P. Lynch Director - ------------------------------------------------ Edward J. Mace Director - ------------------------------------------------ Robert S. Moss
II-6 23 Director - ------------------------------------------------ William A. Quinn * Director - ------------------------------------------------ William J. Strimbu * Director - ------------------------------------------------ Archie O. Wallace * Director - ------------------------------------------------ James T. Weller Director - ------------------------------------------------ Eric J. Werner Director - ------------------------------------------------ Benjamin Wiley Director - ------------------------------------------------ Donna C. Winner
* By /s/ JOHN D. WATERS ------------------------------------------- John D. Waters, as Attorney-in-fact Date: June 12, 2000 II-7 24 EXHIBIT INDEX (PURSUANT TO ITEM 601(a) OF REGULATION S-K)
SEQUENTIAL EXHIBIT NO. DESCRIPTION PAGE NO. - ----------- ----------- ---------- 4.1 Specimen of the Registrant's Subordinated Term Notes due 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 Months, incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-3, File No. 333-74737 4.2 Specimen of the Registrant's Subordinated Daily Notes, incorporated by reference to Exhibit 4.2 of the Registrant's Registration Statement on Form S-3, File No. 333-74737 4.3 Specimen of the Registrant's Special Subordinated Daily Notes * 4.4 Form of Indenture authorizing the Registrant's Securities issued pursuant to this Registration Statement to be qualified under the Trust Indenture Act, incorporated by reference to Exhibit 4.7 of the Registrant's Registration Statement on Form S-2, File No. 33-45888. 4.5 First Supplemental Indenture dated as of January 1, 1994 between the Registrant and the Trustee, incorporated by reference to Exhibit 4.4 of the Registrant's Registration Statement on Form S-3, File No. 33-61367. 4.6 Form of Officer's Certificate setting forth the terms of (i) the Registrant's Subordinated Notes due 3, 6, 9, 12, 15, 18, 21, 24, 27, 30, 36, 48, 60, 84 and 120 Months, and (ii) the Registrant's Subordinated Daily Cash Accounts, incorporated by reference to Exhibit 4.5 of the Registrant's Registration Statement on Form S-3, File No. 33-67440 4.7 Form of Acceptance of Offer ** 5 Opinion of Cohen & Grigsby, P.C. re: legality ** 12 Statement re: computation of ratios ** 23.1 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5) ** 23.2 Consent of Ernst & Young LLP ** 23.3 Consent of Bobbitt, Pittenger & Company, P.A. ** 23.4 Consent of Hacker, Johnson, Cohen & Grieb, PA ** 24 Powers of Attorney ** 25 Statement of Eligibility of Trustee* 99.1 Form of Prospectus Supplement ** 99.2 Provisions of Pennsylvania law regarding indemnification of directors and officers, incorporated by reference to Exhibit 99.3 of the Registrant's Registration Statement on Form S-4, File No. 333-22909.
- --------------- * Filed herewith. ** Previously filed. EX-4.3 2 0002.txt SPEC. OF REGISTRANTS SPECIAL SUBORD. DAILY NOTES 1 Exhibit 4.3 SPECIAL SUBORDINATED DAILY NOTE F.N.B. CORPORATION HERMITAGE SQUARE HERMITAGE, PENNSYLVANIA 16148 Date of Issue ____________________, 19_____ No. ______________________________ FOR VALUE RECEIVED, F.N.B. CORPORATION (THE "ISSUER") HEREBY PROMISES TO PAY ON DEMAND THE PRINCIPAL AMOUNT AS RECORDED IN THE REGISTER TOGETHER WITH ACCRUED INTEREST SUBJECT TO THE PROVISIONS SET FORTH HEREIN, to Name _______________________________________________________________________ _______________________________________________________________________ Address _______________________________________________________________________ _______________________________________________________________________ Soc. Sec. or E.I. No. __________________________________________________________ (the "Holder"), in the manner provided for herein. 2 This Subordinated Daily Note shall bear interest on the unpaid principal amount at the initial rate of [8.00% until September 30, 2000] [_____%]. This rate may fluctuate as described herein. Interest shall accrue daily and be compounded quarterly. By acceptance of this Special Subordinated Daily Note, the Holder agrees that its rights and remedies against the Issuer with respect to its obligations hereon shall be and remain subordinate to the extent and in the manner set forth herein. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to herein, either directly or through an Authenticating Agent, by the manual or facsimile signature of an authorized signer, this Special Subordinated Daily Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. F.N.B. CORPORATION By ------------------------------------ Chairman & Chief Executive Officer [SEAL] By ------------------------------------ Secretary THIS SPECIAL SUBORDINATED DAILY NOTE IS SUBJECT TO REDEMPTION PRIOR TO MATURITY. INTEREST ADJUSTMENT AND CERTAIN OTHER TERMS ARE SET FORTH HEREIN. THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC). AUTHENTICATION CERTIFICATE: This Special Subordinated Daily Note is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authenticating Agent By: ----------------------------------- Authorized Signature -2- 3 This Subordinated Special Daily Note is one of a duly authorized issue of securities of the Issuer (each a "Security" and, together, the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of May 15, 1992 (herein called the "Indenture"), between the Issuer and Chase Manhattan Trust Company, N.A., as successor to Northern Central Bank, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. Upon and during the continuance of an Event of Default, then, and in any such event, the principal of the Securities of this series may be declared immediately due and payable in the manner and with the effect provided in the Indenture. PAYMENT AND INTEREST ACCRUAL. Payment of the principal of and interest on this Security shall be made in lawful money of the United States at any office of Regency Finance Company, the Issuer's agent, or at such other place as the Issuer may designate to the Holder in writing (a "Place of Payment"); provided, however, that any such payment may be made, at the option of the Issuer, by check mailed to the registered address of the Holder. Upon payment or tender of payment hereof ON DEMAND, this Security shall be surrendered to the Issuer for cancellation at the Place of Payment. Unless otherwise agreed in writing by the Issuer, interest hereon shall cease to accrue, and the Issuer shall have no further liability with respect thereto, upon payment (or tender of payment in the aforesaid manner) of the principal amount hereof ON DEMAND. INTEREST RATE ADJUSTMENT. The interest rate will be 8.00% until September 30, 2000. Thereafter the interest rate will be determined by the Company and may fluctuate on a quarterly basis beginning October 1, 2000, provided that (1) the interest rate will not be reduced by more than 0.50% in any quarter and (2) the interest rate will not be reduced below 6.50% until December 31, 2002. Any adjustment to the interest rate will be made on the first day of October, January, April or July (each an "Adjustment Date") and shall remain in effect until next adjusted by the Company. OPTIONAL REDEMPTION BY ISSUER. The Securities of this series are subject to redemption upon not less than 30 days' notice by first class mail, at any time, as a whole or in part, at the election of the Issuer, without premium, together with accrued interest to the Redemption Date, but any interest installment, which is due and payable on or prior to such Redemption Date, will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates, all as provided in the Indenture. Each partial redemption payment shall be made ratably on all the Outstanding Securities of such series called for redemption. REDEMPTION BY HOLDER. The Holder shall have the right at its option to redeem this Security, in whole or in part, at any time. Holders shall also have the right to make partial redemptions in multiples of $2,500; provided, however, that such partial redemptions may not reduce the principal amount of this Security below the minimum purchase amount. The Issuer retains the absolute right to require the Holder to give the Issuer no less than 30 days' prior written notice by U.S. registered mail of a redemption demanded by the Holder and which notice shall specify the principal amount of the Security to be redeemed and the redemption date. Upon presentation of this security at a Place of Payment, the Issuer, or the Issuer's agent, will, for the Holder's convenience, record on the register attached hereto and made a part hereof any adjustments to the original principal amount of this Security, such as additional purchases or partial redemptions. ASSIGNMENT. As provided in the Indenture and subject to certain limitations therein set forth, this Security shall not be transferable except by endorsement and delivery by the Holder, or his duly -3- 4 authorized representative at the Place of Payment referred to above, and upon surrender to the Issuer with proper endorsement, a new instrument of like tenor shall be issued in the name of the transferee. No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Unless and until transferred in the manner aforesaid, the Issuer, the Trustee and any agent of either of them may treat the Holder whose name or names appear on the face of this instrument as the absolute owner hereof for all purposes. If this Security is payable to two or more persons, they shall be deemed to be joint tenants with right of survivorship and any and all payments herein shall be made to either, or the survivor of them. SUBORDINATION. The indebtedness evidenced by this Security is subordinate to the prior payment when due of the principal of and interest on all Senior Indebtedness (as such term is defined below). Upon maturity of any Senior Indebtedness, payment in full must be made on such Senior Indebtedness before any payment is made on or in respect of this Security. During the continuance of any default in payment of principal of (or premium, if any) or interest or sinking fund on any Senior Indebtedness, or any other event of default with respect to Senior Indebtedness pursuant to which the holders thereof have accelerated the maturity thereof, no direct or indirect payment may be made or agreed to be made by the Issuer on or in respect of this Security. Upon any distribution of assets of the Issuer in any dissolution, winding up, liquidation or reorganization, payment of the principal of and interest on this Security will be subordinated, to the extent and in the manner set forth in the Indenture, to the prior payment in full of all Senior Indebtedness. The Indenture does not limit the Issuer's ability to increase the amount of Senior Indebtedness or to incur any additional indebtedness in the future that may affect the Issuer's ability to make payments under this Security. Except as described above, the obligation of the Issuer to make payment of principal or interest on this Security will not be affected. The Holder of this Security will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made on Senior Indebtedness out of the distributive share of the Security. By reason of such subordination, in the event of a distribution of assets upon insolvency, certain general creditors of the Issuer may recover more, ratably, than Holders of the Securities. "Senior Indebtedness" means Indebtedness of the Issuer outstanding at any time, other than Indebtedness of the Issuer to a Subsidiary for money borrowed or advanced from any such Subsidiary, except Indebtedness which by its terms is not superior in right of payment to the Securities. "Indebtedness" means (1) any debt of the Issuer (i) for borrowed money or (ii) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets, including securities; (2) any debt of others described in the preceding clause (1) which the Issuer has guaranteed or for which it is otherwise liable; and (3) any amendment, renewal, extension or refunding of any such debt. In any case where any Redemption Date of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or of this Security) payment of principal and interest need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Redemption Date; provided, that no interest shall accrue for the period from and after such Redemption Date. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on -4- 5 behalf of the Holders of all Securities of such series, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Securities of this series are issuable only in registered form without coupons in any denomination; provided, however, that the minimum denomination shall be $50,000 (or such lesser minimum amount as may be established by the Issuer at the time of purchase). All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. -5- 6 This Special Daily Note Register is provided for the convenience of the Purchaser. Entries may be made only by an authorized agent of the Company to reflect additional purchases or redemptions. The Company will not be liable for any transaction unless an entry is made herein by an authorized agent of the Company. The Purchaser will receive statements on a quarterly basis which will include all transactions for the period.
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-6- EX-25 3 0003.txt FORM T-1 1 EXHIBIT 25 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 29-2933369 (State of incorporation (I.R.S. employer if not a national bank) identification No.) ONE OXFORD CENTRE, SUITE 1100 301 GRANT STREET, PITTSBURGH, PA 15219 (Address of principal executive offices) (Zip Code) WILLIAM H. MCDAVID THE CHASE MANHATTAN BANK GENERAL COUNSEL 270 PARK AVENUE NEW YORK, NEW YORK 10017 TEL: (212) 270-2611 (Name, address and telephone number of agent for service) -------------------------------------------- F.N.B. CORPORATION (Exact name of obligor as specified in its charter) PENNSYLVANIA 25-1255406 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) ONE F.N.B. BOULEVARD HERMITAGE, PA 16148 (Address of principal executive offices) (Zip Code) -------------------------------------------- SUBORDINATED NOTES (Title of the indenture securities) -------------------------------------------- 2 GENERAL ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. Comptroller of the Currency, Washington, D.C. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. NO RESPONSES ARE INCLUDED FOR ITEMS 3-15 OF THIS FORM T-1 BECAUSE THE OBLIGOR IS NOT IN DEFAULT AS PROVIDED UNDER ITEM 13. ITEM 16. LIST OF EXHIBITS List below all exhibits filed as a part of this Statement of Eligibility. 1. EXHIBIT T1A(a) A copy of the Articles of Association of the Trustee as now in effect. 2. EXHIBIT T1A(b) A copy of the Certificate of Authority of the Trustee (previously known as New Trust Company, National Association,) to commence business. Also included in Exhibit TIA (b) are letters dated November 24, 1997 from the Comptroller of the Currency authorizing the exercise of fiduciary powers by the Trustee and acknowledging the name change of the Trustee. 3. EXHIBIT T1A(c) The Authorization of the Trustee to exercise corporate trust powers is contained in Exhibit T1A(b). 4. EXHIBIT T1B A copy of the By-Laws of the Trustee as now in effect. 5. EXHIBIT T1C Not applicable 6. EXHIBIT T1D The Trustee's consent required by Section 321(b) of the Act. 7. EXHIBIT T1E A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. EXHIBIT T1F Not applicable 9. EXHIBIT T1G Not applicable 2 3 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, Chase Manhattan Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Pittsburgh and Pennsylvania, on the 9th day of June, 2000. CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION By /s/ Elaine D. Renn ------------------------------ Elaine D. Renn Vice President 3 4 EXHIBIT T1A(a) [CHASE MANHATTAN LOGO] CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION CHARTER NO. 23548 ARTICLES OF ASSOCIATION For the purpose of organizing an Association to perform any lawful activities of a national bank, the undersigned do enter into the following Articles of Association: FIRST. The title of this Association shall be Chase Manhattan Trust Company, National Association (the "Association"). SECOND. The main office of the Association shall be in the City of Pittsburgh, County of Allegheny, Commonwealth of Pennsylvania. The business of the Association shall be limited to the fiduciary powers and the support of activities incidental to the exercise of those powers. The Association will obtain the prior written approval of the Office of the Comptroller of the Currency before amending these Articles of Association to expand the scope of its activities and services. THIRD. The board of directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director, during the full term of his directorship, shall own common or preferred stock of the Association or of a holding company owning the Association, with an aggregate par, fair market or equity value of not less than $1,000. Any vacancy in the board of directors may be filled by action of the shareholders or a majority of the remaining directors. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated. FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefore in the by-laws, or if that day falls on a legal holiday in the state in which the Association is located, on the next following banking day. If no election is held on the day fixed or in event of a legal holiday, on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. Advance notice of the meeting may be duly waived by the sole shareholder in accordance with 12 C.F.R. 7.2001. A director may resign at any time by delivering written notice to the board of directors, its Chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A director may be removed by shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause. FIFTH. The authorized amount of capital stock of this Association shall be five million dollars ($5,000,000), divided into fifty thousand (50,000) shares of common stock of the par value of one hundred dollars ($ 100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. 4 5 No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right to subscription to any thereof other than such, if any, as the board of directors, in its discretion may from time to time determine and at such price as the board of directors may from time to time fix. Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share. The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. SIXTH. The board of directors may appoint one of its members President of this Association, and one of its members Chairperson of the board or two of its members as Co-Chairpersons of the board, and shall have the power to appoint one or more Vice Presidents, a Secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the by-laws. The board of directors shall have the power to: (1) Define the duties of the officers, employees, and agents of the Association. (2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association. (3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law. (4) Dismiss officers and employees. (5) Require bonds from officers and employees and fix the penalty thereof. (6) Ratify written policies authorized by the Association's management or committees of the board. (7) Regulate the manner in which any increase or decrease of the capital of the Association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with law. (8) Manage and administer the business and affairs of the Association. (9) Adopt initial by-laws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association. (10) Amend or repeal by-laws, except to the extent that the Articles of Association reserve this power in whole or in part to shareholders. (11) Make contracts. (12) Generally perform all acts that are legal for a board of directors to perform. SEVENTH. The board of directors shall have the power to change the location of the main office to any other location permitted under applicable law, without the approval of the shareholders, and shall have the power to establish or change the location of any branch or branches of the Association to any other location permitted under applicable law, without the approval of the shareholders subject to approval by the Office of the Comptroller of the Currency. EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States. NINTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The Association's board of directors may propose one or more amendments to the Articles of Association for submission to the shareholders. 5 6 EXHIBIT T1A (b) [CERTIFICATE GRAPHICS] Whereas, SATISFACTORY EVIDENCE HAS BEEN PRESENTED TO THE COMPTROLLER OF THE CURRENCY THAT NEW TRUST COMPANY NATIONAL ASSOCIATION LOCATED IN PITTSBURGH STATE OF PENNSYLVANIA HAS COMPLIED WITH ALL PROVISIONS OF THE STATUES OF THE UNITED STATES REQUIRED TO BE COMPLIED WITH BEFORE BEING AUTHORIZED TO COMMENCE THE BUSINESS OF BANKING AS A NATIONAL BANKING ASSOCIATION; NOW, THEREFORE, I HEREBY CERTIFY THAT THE ABOVE NAMED ASSOCIATION IS AUTHORIZED TO COMMENCE THE BUSINESS OF BANKING AS A NATIONAL BANKING ASSOCIATION. [COMPTROLLER SEAL GRAPHIC] In Testimony whereof, WITNESS MY SIGNATURE AND SEAL OF Charter No. 23548 OFFICE THIS 24TH DAYS OF NOVEMBER 1997 /s/ ???????????? ------------------------------- Deputy Comptroller of the Currency 7 - -------------------------------------------------------------------------------- Comptroller of the Currency EXHIBIT T1A (b) Administrator of National Banks - -------------------------------------------------------------------------------- November District 11 14 Avenue of the America's Suite 3900 New York, New York 10036 November 24, 1997 Joseph R. Bielawa Vice President and Assistant General Counsel The Chase Manhattan Bank 270 Park Avenue, 39th Floor New York, New York 10017 Re: Change in Corporate Title New Trust Company, National Association (Bank) Pittsburgh, Pennsylvania Dear Mr. Bielawa: The Office of the Comptroller of the Currency (OCC) has received your submission, concerning the change and amendment to Article First of the above-referenced Bank's Articles of Association. The OCC has amended its records to reflect that effective November 24, 1997, the corporate title of New Trust Company, National Association, Charter Number 23548, was changed to "Chase Manhattan Trust Company, National Association." You are reminded that the OCC does not approve national bank name changes nor dies it maintain official titles or the retention of alternate titles. The use of other titles or the retention of the rights o any previously title is the responsibility of the Bank's board of directors. Legal counsel should be consulted to determine whether or not the new title, or any previously used title, could be challenged by competing institutions under the provisions of federal state law. A copy of the amended Article as accepted for filing is enclosed for the Bank's records. Very truly yours /s/ LINDA LEICKEL - ---------------------------- Linda Leickel Senior Licensing Analyst Charter No.:23548 Control No.: 97 NE 04 010 w/97 NE 01 022 8 - -------------------------------------------------------------------------------- Comptroller of the Currency EXHIBIT T1A (b) Administrator of National Banks - -------------------------------------------------------------------------------- November District Licensing 1114 Avenue of the America's Suite 3900 Telephone (212) 790-4055 New York, New York 10036 Fax: (212) 790-4098 November 24, 1997 Mr. Daryl J. Zupan President and CEO New Trust Company, National Association c/o Mellon Bank, N.A., Corporate Trust Two Mellon Bank Center, Suite 325 Pittsburgh, Pennsylvania 15259 Re: Charter for a National Trust Bank, New Trust Company, National Association. Pittsburgh, Pennsylvania ACN 97 NE 01 0022 Dear Mr. Zupan: The Comptroller of the Currency (OCC) has found that you have met all conditions imposed by the OCC and completed all steps necessary to commence the business of banking. Your charter certificate is enclosed. You are authorized to commence business on November 24, 1997. This letter also constitutes OCC authorization to exercise fiduciary powers. You are reminded that several of the standard conditions contained in the preliminary approval letter dated October 23, 1997 will continue to apply once the bank opens and by opening, you agree to subject your association to these conditions of operations. Some of the conditions bear reiteration here: 1. Regardless of the association's FDIC insurance status, the association is subject to the Change in Bank Control act (12 U.S.C. 1817(j)) by virtue of its national bank charter. Please refer to item 4 in the list of standard conditions sent with the preliminary approval letter. 2. The board of directors is responsible for regular review and update of policies and procedures and for assuring ongoing compliance with them. This includes maintaining an internal control system that ensures compliance with the currency reporting and record keeping requirements of the Bank Secrecy Act (BSA). The board is expected to train its personnel in BSA procedures and designate one person or a group to monitor day-to-day compliance. 9 9 Mr. Daryl J. Zupan Page two 3. The bank will not engage in full commercial powers authorized to national banks without the OCC's prior approval Following the commencement of operations, bank management is urged to become familiar with the requirements of the Securities Exchange Act of 1934 and Part 11 of the Comptroller's regulations relative to the registration of the bank's equity securities and related periodic reports. These requirements will be applicable to your bank when the number of shareholders of record is maintained at 500 or more. Such registration may be subsequently terminated pursuant to the Act, only when the number of shareholders of record is reduced to fewer than 300. Should you have any questions regarding the supervision of your bank, please contact the portfolio manager who will be responsible for OCC's ongoing supervisory effort at your institution. You will be notified of the name and number of the appropriate individual in the near future. Sincerely, /s/ MICHEAL G. TISCIA - --------------------------- Micheal G. Tiscia Licensing Manager Enclosure cc: Official File Field File 10 10 EXHIBIT T1B [CHASE MANHATTAN LOGO] CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION BY-LAWS ARTICLE I. MEETINGS OF SHAREHOLDERS SECTION 1.1. ANNUAL MEETING. The regular annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting, shall be held at the main office of the Association, or such other place as the board may designate, and at such time in each year as may be designated by the board of directors. Unless otherwise provided by law, notice of the meeting may be waived by the Association's sole shareholder in accordance with 12 C.F.R. Section 7.2001. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board, or, if the directors fail to fix the date, by shareholders representing two thirds of the shares issued and outstanding. SECTION 1.2. SPECIAL MEETINGS. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by a majority of the board of directors or by any one or more shareholders owning, in the aggregate, not less than twenty-five percent of the stock of the Association or by the Chairperson of the board of directors or the President. Unless otherwise provided by law, advance notice of a special meeting may be waived by the Association's Sole Shareholder in accordance with 12 C.F.R. Section 7.2001. SECTION 1.3. NOMINATIONS OF DIRECTORS. Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the Association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the Association, shall be made in writing and shall be delivered or mailed to the President of the Association and to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors, provided, however, that if less than 21 days' notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the Association and to the Comptroller of the Currency not later than the close of business on the seventh (7th) day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder. (1) The name and address of each proposed nominee. (2) The principal occupation of each proposed nominee. (3) The total number of shares of capital stock of the Association that will be voted for each proposed nominee. (4) The name and residence address of the notifying shareholder. (5) The number of shares of capital stock of the Association owned by the notifying shareholder. Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the Chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee. SECTION 1.4. PROXIES. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this Association shall act as proxy. Proxies shall be valid only for one meeting to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with rubber stamped facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a confirming telegram from the shareholder. Proxies meeting above requirements submitted at any time during a meeting shall be accepted. SECTION 1.5 QUORUM. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Section 10.2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association, or by the shareholders or directors pursuant to Section 10.2. Any action required or permitted to be taken by the shareholders may be taken without a meeting by unanimous written consent of the shareholders to a resolution authorizing the action. The resolution and the written consent shall be filed with the minutes of the proceedings of the shareholders. 11 11 ARTICLE II. DIRECTORS SECTION 2.1. BOARD OF DIRECTORS. The board of directors ("board") shall have the power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the board. SECTION 2.2. NUMBER. The board shall consist of not less than five nor more than twenty-five persons, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full board or by resolution of a majority of the shareholders at any meeting thereof; provided, however, that a majority of the full board may not increase the number of directors to a number which: (1) exceeds by more than two the number of directors last elected by shareholders where such number was 15 or less; and (2) exceeds by more than four the number of directors last elected by shareholders where such number was 16 or more, but in no event shall the number of directors exceed 25. SECTION 2.3. ORGANIZATION MEETING. The Secretary shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the Association to organize the new board and elect and appoint officers of the Association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained. SECTION 2.4. REGULAR MEETINGS. The time and location of regular meetings of the board shall be set by the board. Such meetings may be held without notice. Any business may be transacted at any regular meeting. The board may adopt any procedures for the notice and conduct of any meetings as are not prohibited by law. SECTION 2.5. SPECIAL MEETINGS. Special meetings of the board may be called at the request of the Chairperson or Co-Chairperson of the board, the President, or three or more directors. Each member of the board shall be given notice stating the time and place, by telegram, telephone, letter or in person, of each such special meeting at least one day prior to such meeting. Any business may be transacted at any special meeting. SECTION 2.6. ACTION BY THE BOARD. Except as otherwise provided by law, corporate action to be taken by the board shall mean such action at a meeting of the board. Any action required or permitted to be taken by the board or any committee of the board may be taken without a meeting if all members of the board or the committee consent in writing to a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the board or committee. Any one or more members of the board or any committee may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting. SECTION 2.7. WAIVER OF NOTICE. Notice of a special meeting need not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. SECTION 2.8. QUORUM AND MANNER OF ACTING. Except as otherwise required by law, the Articles of Association or these by-laws, a majority of the directors shall constitute a quorum for the transaction of any business at any meeting of the board and the act of a majority of the directors present and voting at a meeting at which a quorum is present shall be the act of the board. In the absence of a quorum, a majority of the directors present may adjourn any meeting, from time to time, until a quorum is present and no notice of any adjourned meeting need be given. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. SECTION 2.9. VACANCIES. In the event a majority of the full board increases the number of directors to a number which exceeds the number of directors last elected by shareholders, as permitted by Section 2.2, directors may be appointed to fill the resulting vacancies by vote of such majority of the full board. In the event of a vacancy in the board for any other cause, a director may be appointed to fill such vacancy by vote of a majority of the remaining directors then in office. SECTION 2.10. REMOVAL OF DIRECTORS. The vacancy created by the removal of a director pursuant to this Section may be filled by the board in accordance with Section 2.9 of these by-laws or by the shareholders. 12 12 ARTICLE III. COMMITTEES SECTION 3.1. EXECUTIVE COMMITTEE. There may be an executive committee consisting of the Chairperson or Co-Chairperson of the board and not less than two other directors appointed by the board annually or more often. Subject to the limitations in Section 3.4(g) of these by-laws, the executive committee shall have the maximum authority permitted by law. SECTION 3.2. AUDIT COMMITTEE. There may be an audit committee composed of not less than two directors, exclusive of any active officers, appointed by the board annually or more often, whose duty it shall be to make an examination at least once during each calendar year and within fifteen months of the last examination into the affairs of the Association, or cause continuous suitable examinations to be made, by auditors responsible only to the board, and to report the results of any such examinations in writing to the board from time to time. Such examinations shall include audits of the fiduciary business of the Association as may be required by law or regulation. Section 3.3. OTHER COMMITTEES. The board may appoint, from time to time, other committees of one or more persons, for such purposes and with such powers as the board may determine. SECTION 3.4. GENERAL. (a) Each committee shall elect a Chairperson from among the members thereof and shall also designate a Secretary of the committee, who shall keep a record of its proceedings. (b) Vacancies occurring from time to time in the membership of any committee shall be filled by the board for the unexpired term of the member whose departure causes such vacancy. The board may designate one or more alternate members of any committee, who may replace any absent member or members at any meeting of such committee. (c) Each committee shall adopt its own rules of procedure and shall meet at such stated times as it may, by resolution, appoint. It shall also meet whenever called together by its Chairperson or the Chairperson of the board. (d) No notice of regular meetings of any committee need be given. Notice of every special meeting shall be given either by mailing such notice to each member of such committee at his or her address, as the same appears in the records of the Association, at least two days before the day of such meeting, or by notifying each member on or before the day of such meeting by telephone or by personal notice, or by leaving a written notice at his or her residence or place of business on or before the day of such meeting. Waiver of notice in writing of any meeting, whether prior or subsequent to such meeting, or attendance at such meeting, shall be equivalent to notice of such meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting. (e) All committees shall, with respect to all matters, be subject to the authority and direction of the board and shall report to it when required. (f) Unless otherwise required by law, the Articles of Association or these by-laws, a quorum at any meeting of any committee shall be one-third of the full membership and present shall be the act of the committee. (g) No committee shall have authority to take any action which is expressly required by law or regulation to be taken at a meeting of the board or by a specified proportion of directors. ARTICLE IV. OFFICERS AND EMPLOYEES SECTION 4.1. CHAIRPERSON OF THE BOARD. The board shall appoint one of its members to be the Chairperson of the board, or two persons to serve as Co-Chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board. The Chairperson or Co-Chairpersons of the board shall supervise the carrying out of the policies adopted or approved by the board; shall have general executive powers, as well as the specific powers conferred by these by-laws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned by the board. SECTION 4.2. PRESIDENT. The board may appoint one of its members to be the President of the Association. In the absence of the Chairperson or Co-Chairpersons, the President shall preside at any meeting of the board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of President, or imposed by these by-laws. The President shall also have and may exercise such further powers and duties as from time to time may be conferred, or assigned by the board. SECTION 4.3. VICE PRESIDENT. The board may appoint one or more Vice Presidents. Each Vice President shall have such powers and duties as may be assigned by the board. SECTION 4.4. SECRETARY. The board shall appoint a Secretary, Cashier, or other designated officer who shall be Secretary of the board and of the Association, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these by-laws; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation 13 13 or practice, to the office of Cashier, or imposed by these by-laws; and shall also perform such other duties as may be assigned from time to time, by the board. SECTION 4.5. OTHER OFFICERS. The board may appoint one or more Assistant Vice Presidents, one or more Trust Officers, one or more Assistant Secretaries, one or more Assistant Cashiers, one or more Managers and Assistant Managers of branches and such other officers and attorneys in fact as from time to time may appear to the board to be required or desirable to transact the business of the Association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon, or assigned to, them by the board, the Chairperson or Co-Chairpersons of the board, or the President. The board may authorize an officer to appoint one or more officers or assistant officers. SECTION 4.6. RESIGNATION. An officer may resign at any time by delivering notice to the Association. A resignation is effective when the notice is given unless the notice specifies a later effective date. ARTICLE V. FIDUCIARY ACTIVITIES SECTION 5.1. TRUST COMMITTEE. There shall be a Trust Committee of this Association composed of four or more members, who shall be capable and experienced officers or directors of the Association. The Committee is charged with the responsibility for the investment, retention, or disposition of assets held in accounts with respect to which the Association has investment authority; for the review of the assets of accounts for which the Association has investment authority promptly after the acceptance of such an account and at least once during every calendar year thereafter to determine the advisability of retaining or disposing of such assets; for the determination of the manner in which proxies received for accounts for which the Association has responsibility for the voting of proxies shall be voted; for the determination of all substantial questions involving discretionary authority of the Association of a non-investment nature, including, but not limited to, distribution of principal and/or income in respect of any account; for providing advice as to the investment, retention, or disposition of assets in investment advisory accounts maintained by the Association; for the making of such reports as this board shall require; and for such other responsibilities as may be assigned by this board. The Trust Committee, in discharging its aforementioned responsibilities, may authorize officers of the Association to exercise such powers and under such conditions as the Committee may from time to time prescribe. SECTION 5.2. TRUST INVESTMENTS. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and local law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law. SECTION 5.3. TRUST AUDIT COMMITTEE. The board shall appoint a committee of at least two directors, exclusive of any active officer of the association, which shall, at least once during each calendar year make suitable audits of the association's fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. SECTION 5.4. FIDUCIARY FILES. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged. ARTICLE VI. STOCK AND STOCK CERTIFICATES SECTION 6.1. TRANSFERS. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to his or her shares, succeed to all rights of the prior holder of such shares. The board may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association with respect to stock transfers, voting at shareholder meetings, and related matters and to protect it against fraudulent transfers. SECTION 6.2. STOCK CERTIFICATES. Certificates of stock shall bear the signature of the Chairperson or Co-Chairpersons of the board or President (which may be engraved, printed or impressed), and shall be signed manually or by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or any other officer appointed by the board for that purpose, to be known as an authorized officer, and the seal of the Association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. In case any such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such before such certificate is issued, it may be issued by the Association with the same effect as if such officer had not ceased to be such at the time of its issue. The corporate seal may be a facsimile, engraved or printed. 14 14 ARTICLE VII. CORPORATE SEAL SECTION 7.1. CORPORATE SEAL. The Chairperson, the President, the Cashier, the Secretary or any Assistant Cashier or Assistant Secretary, or other officer thereunto designated by the board, shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be substantially in the following form: A circle, with the words "Chase Manhattan Trust Company, National Association" within such circle. ARTICLE VIII. MISCELLANEOUS PROVISIONS SECTION 8.1. FISCAL YEAR. The fiscal year of the Association shall be the calendar year. SECTION 8.2. EXECUTION OF INSTRUMENTS. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the Association by the Chairperson or Co-Chairpersons of the board, or the President, or any Vice Chairperson, or any Managing Director, or any Vice President, or any Assistant Vice President, or the Chief Financial Officer, or the Controller, or the Secretary, or the Cashier, or, if in connection with exercise of fiduciary powers of the Association, by any of those officers or by any Trust Officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the Association in such other manner and by such other officers as the board may from time to time direct. The provisions of this Section 8.2 are supplementary to any other provision of these by-laws. SECTION 8.3. RECORDS. The Articles of Association, the by-laws and the proceedings of all meetings of the shareholders, the board, and standing committees of the board, shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the Secretary, Cashier or other officer appointed to act as Secretary of the meeting. SECTION 8.4. CORPORATE GOVERNANCE PROCEDURES. To the extent not inconsistent with applicable Federal banking law, bank safety and soundness or these by-laws, the corporate governance procedures found in the Delaware General Corporation Law shall be followed by the Association. ARTICLE IX. INDEMNIFICATION SECTION 9.1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or an officer of the Association or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Association to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than such law permitted the Association to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 9.3 of these by-laws with respect to proceedings to enforce rights to indemnification, the Association shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board. SECTION 9.2. RIGHT TO ADVANCEMENT OF EXPENSES. The right to indemnification conferred in Section 9.1 of these by-laws shall include the right to be paid by the Association the expenses (including attorney's fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Association of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 9.2 or otherwise. The rights to 15 15 indemnification and to the advancement of expenses conferred in Sections 9.1 and 9.2 of these by-laws shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnities heirs, executors and administrators. SECTION 9.3. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 9.1 or 9.2 of these by-laws is not paid in full by the Association within sixty (60) days after a written claim has been received by the Association except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (1) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (2) any suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the Association shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Association (including the board, the Association's independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Association (including the board, the Association's independent legal counsel, or its shareholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article IX or otherwise shall be on the Association. SECTION 9.4. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to the advancement of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Association's Articles of Association, by-laws, agreement, vote of shareholders or disinterested directors or otherwise. SECTION 9.5. INSURANCE. The Association may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. SECTION 9.6. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE ASSOCIATION. The Association may, to the extent authorized from time to time by the board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Association to the fullest extent of the provisions of this Article IX with respect to the indemnification and advancement of expenses of directors and officers of the Association. ARTICLE X. BY-LAWS SECTION 10.1. INSPECTION. A copy of the by-laws, with all amendments, shall at all times be kept in a convenient place at the main office of the Association, and shall be open for inspection to all shareholders during banking hours. SECTION 10.2. AMENDMENTS. The by-laws may be amended, altered or repealed, at any regular meeting of the board by a vote of a majority of the total number of the directors except as provided below. The Association's shareholders may amend or repeal the by-laws even though the by-laws may be amended or repealed by its board. 16 16 EXHIBIT T1D Consent for Records of Governmental Agencies to be Made Available to the Commission The undersigned, Chase Manhattan Trust Company, National Association, Pittsburgh, Pennsylvania pursuant to Section 321(b) of The Trust Indenture Act of 1939, hereby authorizes the Board of Governors of the Federal Reserve System, the Federal Reserve Banks, the Treasury Department, the Comptroller of the Currency and the Federal Deposit Insurance Corporation, under such conditions as they may prescribe, to make available to the Commission such reports, records or other information as they may have available with respect to the undersigned as a prospective trustee under an indenture to be qualified under the aforesaid Trustee Indenture Act of 1939 and to make through their examiners or other employees for the use of the Commission, examinations of the undersigned prospective Trustee. The undersigned also, pursuant to Section 321(b) of said Trust Indenture Act of 1939, consents that reports of examination by the Federal, State, Territorial or District authorities may be furnished by such authorities to the Commission upon request therefor. Dated this 11th day of December, 1998. Chase Manhattan Trust Company, National Association By: /s/ TIMOTHY J. VARA ----------------------------- Timothy J. Vara Vice President 17 17 EXHIBIT T1E CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION STATEMENT OF CONDITION DECEMBER 31, 1999
($000) ------ ASSETS Cash and Due From Banks $ 12,526 Securities Available for Sale 4,847 Premises and Fixed Assets 4,452 Intangible Assets 157,494 -------- Total Assets $179,329 ======== LIABILITIES Sundry Liabilities and Accrued Expenses $ 6,300 -------- STOCKHOLDER'S EQUITY Common Stock $ 5,000 Surplus 156,892 Retained Earnings 11,137 -------- Total Stockholder's Equity $173,029 -------- Total Liabilities and Stockholder's Equity $179,329 ========
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