SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Date of Report: July 11, 2003 F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Florida 0-8144 25-1255406 ---------------------- ------------- ------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 2150 Goodlette Road North, Naples, Florida 34102 -------------------------------------------- ----------- (Address of principal executive offices) (Zip code) (239) 262-7600 ---------------------------------------------------- (Registrant's telephone number, including area code) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS On July 10, 2003, F.N.B. Corporation ("The Corporation") issued a press release announcing that its Board of Directors had approved a plan to divide the Corporation into two separate public companies. In addition, the Corporation held a conference call on the same day to discuss the proposed reorganization plan. The press release issued by the Corporation and the conference call script are attached as exhibits and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT NO. DESCRIPTION OF EXHIBIT ___________ ______________________ 99.1 Press release dated July 10, 2003 announcing the Board of Directors approval of a plan to divide the Corporation into two separate public companies. 99.2 Script from July 10, 2003 conference call discussing the proposed plan. -1- Signatures Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. F.N.B. CORPORATION (Registrant) /s/Thomas E. Fahey By: Name: Thomas E. Fahey Title: Executive Vice President, Chief Financial Officer (Principal Financial Officer) Dated: July 11, 2003 -2-