F.N.B. Corp. plans to split corporation

Naples-based F.N.B. Corp. has approved a plan to divide the corporation into two separate public companies, serving two distinct markets in Florida and Pennsylvania. This division would be accomplished by spinning off the operations known as First National Bank of Florida to existing shareholders through a tax-free dividend.

It is anticipated that the newly formed Florida holding company would be led by Gary L. Tice, as chief executive officer, and Kevin C. Hale, as chief operating officer. The company's lead subsidiary, First National Bank of Florida, would continue to be led by President and chief executive officer Garrett S. Richter.

The Pennsylvania holding company, which would continue to operate as F.N.B. Corp., would be led by chairman Peter Mortensen and Stephen J. Gurgovits, as president and chief executive officer.

"As a financial services holding company, there has been much confusion within the investment community as to the two distinct markets in Florida and Pennsylvania," said Tice, who is currently F.N.B.'s president and CEO.

Under the plan, a new bank holding company would be established, with headquarters located in Naples. The yet-to-be-named holding company would own and operate First National Bank of Florida, with total assets of approximately $3.6 billion and 61 full-service banking offices located throughout Southwest and Central Florida. The company also would own the Florida operations of the First National Trust Company subsidiary as well as F.N.B.'s insurance agency business in Florida - Roger Bouchard Insurance.

The remaining segments of the company would continue to operate as F.N.B. Corp. with headquarters to be relocated to Hermitage, Pa. The company's lead subsidiary, First National Bank of Pennsylvania, would have total assets of approximately $4.5 billion and operate 130 offices in Western Pennsylvania and Northeastern Ohio. It also would retain Regency Finance Company, the Gelvin, Jackson & Starr Inc. insurance agency, and the Pennsylvania operations of the First National Trust Company subsidiary.

F.N.B. intends to request a private letter ruling from the Internal Revenue Service confirming that the distribution of the shares of the new Florida holding company to F.N.B. shareholders will be tax-free to F.N.B. Corporation and its shareholders. Subject to receipt of the private letter ruling and all necessary regulatory approvals, F.N.B. expects the proposed spin-off to be completed no later than January 2004. Current F.N.B. shareholders will not be required to take any action in connection with this transaction.