UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Roger Bouchard Insurance, Inc. 401 (k) Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
F.N.B. Corporation
2150 Goodlette Road North
Naples, Florida 34102
Roger Bouchard Insurance, Inc. 401(k) Plan
Audited Financial Statements and Supplemental Schedule
As of December 31, 2002 and 2001 and for the year ended
December 31, 2002 with Report of Independent Auditors
Roger Bouchard Insurance, Inc.
401(k) Plan
Audited Financial Statements
As of December 31, 2002 and 2001 and for the year ended December 31, 2002
Contents
Report of Independent Auditors................................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits...............................2
Statement of Changes in Net Assets Available for Benefits.....................3
Notes to Financial Statements ................................................4
Supplemental Schedule
Schedule H, Line 4i-Schedule of Assets (Held at End of Year).................10
Report of Independent Auditors
Roger Bouchard Insurance, Inc. 401(k) Plan
Clearwater, Florida
We have audited the accompanying statement of net assets available for
benefits of Roger Bouchard Insurance, Inc. 401(k) Plan (Plan) as of
December 31, 2002 and the related statement of changes in net assets
available for benefits for the year then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2002 and the changes in its net assets available for benefits
for the year then ended, in conformity with accounting principles generally
accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedule
of assets (held at end of year) as of December 31, 2002 is presented for purpose
of additional analysis and is not a required part of the financial statements
but is supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. This supplemental schedule is the responsibility
of the Plan's management. The supplemental schedule has been subjected to the
auditing procedures applied in our audit of the financial statements and, in
our opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.
We have compiled the accompanying statement of net assets available for
benefits of the Plan as of December 31, 2001 in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. A compilation is limited to presenting in the
form of financial statements information that is the representation of
management. We have not audited or reviewed the 2001 financial statements and,
accordingly, do not express an opinion or any other form of assurance on them.
/s/Ernst & Young LLP
Birmingham, Alabama
June 20, 2003
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Roger Bouchard Insurance, Inc.
401(k) Plan
Statements of Net Assets Available for Benefits
December 31,
---------------------------------
2002 2001
(Unaudited)
---------------------------------
Assets
Cash $ 638 $ -
Investments at fair value:
Guaranteed interest accounts 428,100 -
Interest in pooled separate accounts 4,507,423 2,811,643
F.N.B. Corporation common stock 831,950 -
Participant loans 91,034 22,482
---------------------------------
Total investments 5,858,507 2,834,125
---------------------------------
Net assets available for benefits $5,859,145 $ 2,834,125
=================================
See accompanying notes.
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Roger Bouchard Insurance, Inc.
401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2002
Additions:
Dividend and interest income $ 75,176
Contributions:
Participant 989,244
Employer 347,074
Transfers-in from merged plans 2,495,337
--------------------
Total additions 3,906,831
Deductions:
Distributions to participants or beneficiaries 463,750
Administrative expenses 3,328
--------------------
Total deductions 467,078
Net depreciation in fair value of investments (414,733)
--------------------
Net increase 3,025,020
Net assets available for benefits:
Beginning of year 2,834,125
--------------------
End of year $ 5,859,145
====================
See accompanying notes.
-3-
Roger Bouchard Insurance, Inc.
401(k) Plan
Notes to Financial Statements
December 31, 2002
1. Description of the Plan
The following description of the Roger Bouchard Insurance, Inc. 401(k)
Plan (the "Plan") provides only general information. Participants should refer
to the summary plan description for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution 401(k) plan, substantially covering all
salaried employees of F.N.B. Corporation's (the "Corporation"), insurance
agency subsidiary, Roger Bouchard Insurance, Inc. Employees who have
completed 90 days of service and are twenty-one or older are eligible to
participate in the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
The Board of Directors of Roger Bouchard Insurance, Inc. and Gelvin, Jackson &
Starr, Inc. (GJS) approved a resolution effective January 1, 2002 to merge the
Gelvin, Jackson & Starr, Inc. Employee Stock Ownership Plan and Tax
Sheltered Savings Plan ("GJS Plans") into the Plan. As of December 31, 2002,
the GJS Plans' assets had not been physically transferred into the Plan.
However, the Plan received legal control of the GJS Plans' assets on
January 1, 2002. Consequently, the GJS Plans' assets are reflected as
transfers-in from merged plans based on the fair value at January 1, 2002.
Beginning January 1, 2002, contributions for eligible GJS participants
were paid into the Plan and directed by participants to the Plan's investment
options. GJS participant's distributions and administrative expenses for 2002
are reflected in the statement of changes in net assets available for benefits.
Contributions
Under the Plan, participating employees may make voluntary pretax
contributions to their accounts not to exceed limitations prescribed under
the Internal Revenue Code. During 2002, this limit was $11,000. The
Corporation, at its discretion, may make a contribution equal to a percentage
of each participant's eligible wages. In 2002, the Corporation's discretionary
match was 3% of each participant's eligible wages up to $200,000.
-4-
1. Description of the Plan (continued)
Participants may direct employee contributions into the following investment
options: SEI Investment Company Diversified Conservative Fund, SEI Investment
Company Diversified Conservative Income, SEI Investment Company, Diversified
Global Growth, SEI Investment Company Diversified Moderate Growth, SEI
Investment Company Diversified US Stock, SEI Investment Company Diversified
Global Moderate Growth Fund, SEI Investment Company Diversified Global Stock
Fund, and SEI Investment Company Liquid Asset Prime Obligation Fund.
Epic Advisors, Inc. is the custodian of all of the Plans' assets, with the
exception of the former GJS Plans' assets. For the former GJS Plans' assets,
CNA Financial Corporation is the custodian of the guaranteed interest account,
and Principal Financial Group, Inc. is the custodian of the pooled separate
accounts. F.N.B. Shareholder Services is the custodian of the F.N.B.
Corporation common stock.
Participants' savings contributions and employer contributions are designated
under a qualified deferred arrangement as allowed by Sections 401(k) and 401(m)
of the Internal Revenue Code.
Participant Accounts
Each participant's account is credited with their voluntary contribution and the
employer's contribution and an allocation of the Plan's net earnings as defined
by the Plan.
-5-
1. Description of the Plan (continued)
Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Participants are 100% vested in the employer's
matching contributions and actual earnings thereon after six years of service
(see vesting schedule below):
Vesting Schedule
Years of Service Percentage
1 0%
2 20%
3 40%
4 60%
5 80%
6 100%
Forfeitures
Upon termination of a participant, the employer's matching contribution to
which the participant is not vested is segregated into a separate account and
is used to reduce the Plan's administrative expenses. For the year ended
December 31, 2002, forfeitures totaled $12,042 and were used to reduce plan
expenses.
Payment of Benefits
Upon termination of service, a participant with a vested account balance of
less than $5,000 will receive a lump-sum amount equal to the vested value of his
or her accounts. A participant who terminates service with a vested account
balance of greater than $5,000 has the following options: he or she may leave
his or her account under the Plan, request a lump-sum distribution of the
vested account balance, or receive payments at normal retirement age or the
required beginning date as defined by the Plan. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account. The Plan also permits distributions in the event of
the participant's permanent disability, death, early retirement, or attainment
of normal retirement age as defined in the Plan (age 55).
-6-
1. Description of the Plan (continued)
Participant Loans
Participants may borrow from their fund accounts up to a maximum equal to the
lesser of $50,000 or 50% of their vested account balance. Loan terms range
from 1-5 years. The loans are secured by the balance in the participant's
account and bear interest at a rate commensurate with local prevailing rates as
determined by the Plan Administrator. Principal and interest are paid
ratably through payroll deductions.
Administrative Expenses
All administrative expenses of the Plan, except for investment fees,
are paid by the Corporation. Such expenses have historically been
comprised of fees of audit, custody and recordkeeping services and have been
immaterial in relation to the Corporation and the Plan.
Plan Termination
Although it has not expressed any intent to do so, the Corporation has the
right under the Plan to discontinue its contribution at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, the participants will become 100% vested in their accounts.
2. Summary of Accounting Policies
Basis of Presentation
The financial statements have been prepared on the accrual basis of accounting
in accordance with accounting principles generally accepted in the United
States.
Valuation of Investments
The pooled separate accounts investments are valued at fair value. The
dividends, interest, and realized and unrealized gains for the underlying
funds are factored into the value of the separate account funds. The dollar
value per unit of participation is determined by dividing the total value of
the separate account by the total number of units of participation held in the
separate account. The investments in shares of guaranteed interest accounts
are stated at their net asset value, based on the quoted market prices
of the securities held in such funds. The Corporation's common stock is traded
on the Nasdaq Stock Market under the trading symbol "FBAN" and is valued using
the closing price on the last day of the plan year. The participant loans are
valued at their outstanding balances, which approximate fair value.
-7-
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
3. Investments
The following presents investments that represent 5% or more of the Plan's net
assets.
December 31
2002 2001
(Unaudited)
-------------- -------------
Principal Guaranteed Interest Accounts $ 368,896 $ -
SEI Diversified Global Growth 663,610 692,960
SEI Diversified Moderate Growth 568,592 406,206
SEI Diversified U S Stock 749,225 585,231
SEI Diversified Global Stock Fund 308,484 297,024
SEI Liquid Asset Prime Obligation Fund 398,549 429,588
Principal Government Security Separate Account 540,366
-
F.N.B. Corporation Common Stock 831,950 -
During 2002, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated (depreciated) in
value as follows:
2002
-------------------
Interests in Pooled Separate Accounts $ (466,874)
F.N.B. Corporation Common Stock 52,141
-------------------
$ (414,733)
===================
-8-
2. Summary of Accounting Policies (continued)
4. Income Tax Status
The Plan has not received a determination letter from the Internal Revenue
Service stating that the Plan is qualified under Section 401(a) of the
Internal Revenue Code (the "Code"). However, the plan administrator believes
that the Plan is qualified and, therefore, the related trust is exempt from
taxation.
5. Parties-in-Interest Transactions
The First National Trust Company is the Trustee for the Plan. Certain plan
investments are units of mutual funds managed by SEI Investment Company. The
majority of administrative expenses of the Plan are paid by the Corporation.
Such expenses have historically been comprised of fees for audit, custody
and recordkeeping services and have been immaterial in relation to the
Corporation and the Plan.
-9-
SUPPLEMENTAL SCHEDULE
Roger Bouchard Insurance, Inc.
401(k) Plan
EIN: 59-1117778
Plan Number: 001
Schedule H, Line 4i -- Schedule of Assets (Held at End of Year)
December 31, 2002
(c) Description of Investment
(b) Identity of Issue, Including Maturity Date, Rate of
Borrower, Lessor, or Similar Interest, Collateral, Par or Maturity (e) Current
(a) Party Value (d) Cost Value
------- --------------------------------- ---------------------------------------- ---------------- -----------------
* Principal Financial Group,
Inc. Guaranteed Interest Accounts ** $ 368,896
* CNA Financial Corporation Guaranteed Interest Accounts ** 59,204
-----------------
428,100
* Principal Financial Group,
Inc. Money Market Separate Account ** $ 56,414
Bond & Mortgage Separate Account ** 15,470
Government Security Separate Account ** 540,366
Bond Emphasis Balance Separate Account ** 58,003
Large Cap Stock Index Separate Account ** 71,163
Medium Company Value Separate Account ** 57,466
Large Cap Blend Separate Account ** 214,795
Principal Real Estate Separate Account ** 14,028
Stock Emphasis Balanced Separate
Account ** 57,806
Medium Company Blend Separate Account ** 53,346
Small Company Blend Separate Account ** 25,842
International Stock Separate Account ** 35,907
Stock Separate Account ** 25,808
* SEI Investment Company Diversified Conservative Fund ** 113,723
Diversified Conservative Income ** 274,620
Diversified Global Growth ** 663,610
Diversified Moderate Growth ** 568,592
Diversified U S Stock ** 749,225
Diversified Global Moderate Growth
Fund ** 204,206
Diversified Global Stock Fund ** 308,484
Liquid Asset Prime Obligation ** 398,549
-----------------
4,507,423
* F.N.B. Corporation Common Stock - participant directed ** 831,950
*Participant Loans
Interest rates ranging from 4.25%
to 6.75% maturing through 2006 ** 91,034
-----------------
Total Investments $ 5,858,507
=================
* Party-in-interest
* Column (d) has not been presented as this information is not applicable for participant-directed investments.
-10-
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Roger Bouchard, Insurance Inc. 401 (k) Plan
Date: June 30, 2003 /s/Thomas E. Fahey
---------------- ----------------------------------
Thomas E. Fahey
Executive Vice President and
Chief Financial Officer