<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
CNBC BANCORP
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
[GRAPHIC OMITTED]
[CNBC BANCORP LOGO]
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF CNBC BANCORP:
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
CNBC Bancorp (the "Annual Meeting") will be held at 100 E. Wilson Bridge Rd.,
Worthington, Ohio 43085 on Tuesday, April 25, 2000 at 8:30 a.m. for the
following purposes:
1. To elect five (5) directors for three-year terms expiring in 2003.
2. To ratify the selection of Crowe, Chizek and Company, LLC as
independent auditors for CNBC Bancorp.
3. To consider and act upon such other matters as may properly come before
the Annual Meeting and at any and all adjournments thereof.
Shareholders of record at the close of business on March 9, 2000 are
entitled to notice and to vote at said Annual Meeting and at any and all
adjournments thereof.
By Order of the Board of Directors,
John A. Romelfanger
Secretary of the Board
March 15, 2000
SHAREHOLDERS ARE REQUESTED BY THE BOARD OF DIRECTORS TO FILL OUT AND SIGN THE
ENCLOSED FORM OF PROXY AND TO RETURN IT IN THE ACCOMPANYING SELF-ADDRESSED
ENVELOPE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY THEN ELECT TO WITHDRAW
YOUR PROXY AND VOTE IN PERSON. A STATEMENT RELATING TO THIS PROXY IS SET FORTH
ON THE FOLLOWING PAGES.
<PAGE> 3
PROXY STATEMENT
VOTING RIGHTS AND PROXY INFORMATION
-----------------------------------
The accompanying proxy is solicited by the Board of Directors of CNBC
Bancorp ("Bancorp") for use at the Annual Meeting of Shareholders to be held on
April 25, 2000 at 8:30 a.m. at 100 East Wilson Bridge Rd., Worthington, Ohio.
When the proxy is properly executed and returned to Bancorp, the shares it
represents will be voted at the Annual Meeting, in accordance with the
instructions noted thereon, by the persons appointed by the proxy. If no
instructions are indicated, the proxy will be voted in favor of all nominees
equally for election as directors and in favor of the ratification of Bancorp's
independent auditors. Any "broker nonvote" also will be deemed to be present for
quorum purposes but will not be counted as voting with regard to the issue to
which it relates. The shares represented by any proxy that directs abstention
from the vote on any proposal will not be voted on such proposal, but will be
included in calculating the shares represented by proxy at the Annual Meeting.
Any shareholder may revoke his or her proxy at any time before it is voted by
delivering an instrument revoking the proxy or a duly executed proxy bearing a
later date to John A. Romelfanger, Treasurer and Secretary of Bancorp, or by
voting in person at the Annual Meeting.
Only those shareholders of record at the close of business on March 9,
2000 will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof. On the record date, the outstanding voting securities of
Bancorp entitled to vote at the Annual Meeting were 1,334,468 common shares,
without par value. Each share is entitled to one vote, unless the shareholder
chooses to elect directors by cumulative voting, which is described more fully
on page four of this Proxy Statement.
The Proxy Statement, together with the Notice of Annual Meeting of
Shareholders, form of proxy, 1999 Annual Report and the 1999 Consolidated
Financial Statements and Management's Discussion and Analysis, were first mailed
to shareholders on March 17, 2000. In addition to using the mail, directors,
officers and other employees of Bancorp and its wholly owned subsidiary Commerce
National Bank ("Commerce"), acting on its behalf, may also solicit proxies.
Proxies may be solicited personally, by telephone, or by telegram.
ANNUAL REPORT
-------------
Bancorp's 1999 Annual Report and 1999 Consolidated Financial Statements
accompanies this Proxy Statement. Bancorp will furnish without cost to any
shareholder, upon request, a copy of the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission. Requests should be in writing
and directed to John A. Romelfanger, Treasurer, CNBC Bancorp, 100 E. Wilson
Bridge Rd., Worthington, Ohio, 43085.
PRINCIPAL SHAREHOLDERS
----------------------
The following table sets forth, as of February 29, 2000, information
concerning each person known by Bancorp to be the beneficial owner of more than
5% of its Common Shares.
2
<PAGE> 4
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Owner (1) Percent of Class
---------------- -------------------- ----------------
<S> <C> <C>
Thomas D. McAuliffe
4187 Olentangy Boulevard 93,635 6.82%
Columbus, OH 43214
Donald R. Kenney
6871 Lake Trail Dr. 76,728 5.74%
Westerville, OH 43081
Michael Wren
4326 Olmstead Road 74,013 5.49%
New Albany, OH 43054
</TABLE>
(1) The information contained in this column is based upon information
furnished to Bancorp by the named individuals and the shareholder
records of Bancorp. Except where otherwise indicated, this column
represents the number of shares beneficially owned, which includes
shares as to which a person has sole or shared voting and/or investment
power. Shares beneficially owned include options and warrants totaling
36,253 for Mr. McAuliffe and 11,880 for Mr. Wren.
ELECTION OF DIRECTORS
---------------------
The Board of Directors of Bancorp presently consists of seventeen (17)
members, divided into three classes. The directors in each class are elected for
terms of three (3) years so that at each Annual Meeting the term of office of
one class of directors expires. The terms of office of Messrs. Richard F. Ruhl,
Peter C. Taub, John A. Tonti, Alan R. Weiler, and Michael Wren will expire on
the day of the 2000 Annual Meeting, upon election of their successors.
Proxies solicited hereunder granting authority to vote on the election
of directors will be voted for the election of Messrs. Richard F. Ruhl, Peter C.
Taub, John A. Tonti, Alan R. Weiler, and Michael Wren to serve for three-year
terms ending in 2003 and until their successors are elected. However, if the
election of directors is by cumulative voting, the persons appointed by the
accompanying proxy intend to cumulate the votes represented by the proxies they
receive and distribute such votes in accordance with their best judgment.
All of the nominees are directors whose present terms of office will
expire at the Annual Meeting. If any nominee is not available at the time of the
election, proxies may be voted for a substitute. However, Bancorp has no reason
to believe that any of the nominees will not be available.
An affirmative vote of a majority of the shares represented at the
Annual Meeting, in person and by proxy, is required to elect the listed nominees
as directors of Bancorp. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE ELECTION OF BANCORP'S NOMINEES FOR DIRECTORS.
3
<PAGE> 5
The following information is furnished with respect to each director
and executive officer:
<TABLE>
<CAPTION>
Director Continuously
Since Year Indicated Common
For Stock Percentage
Director or Principal Occupation -------------------- Beneficially of
Executive or Employment for the Commerce Owned as Outstanding
Officer Past Five Years Age Bancorp National of 3/9/2000(1) Shares
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas D. Chief Executive 50 1996 1991 93,635 6.8%
McAuliffe Officer and President
CNBC Bancorp and
Commerce National Bank
Loreto V. President, Canini 36 1996 1996 3,540 .3%
Canini and Pellecchia, Inc.
Mark S. President, Corna/ 50 1996 1991 9,713 .7%
Corna Kokosing Construction
Company
Jameson Vice President, 50 1996 1991 57,640 4.3%
Crane, Jr Fairwood Investment
Co.
Judith A. CEO, Exco 63 1996 1991 10,974 .8%
DeVillers Company
George A. Owner, G.A. 57 1996 1991 30,462 2.3%
Gummer Gummer & Assoc.
William L. CEO, Columbus Sign 50 1996 1991 13,732 1.0%
Hoy Company
William. G. Principal and Senior 44 (3) 1998 22,512 1.7%
Huddle Loan Officer, Commerce
National Bank
Douglas W. Retired, Danka 57 1996 (2) 33,660 2.5%
James Industries
Donald R. Chairman, Triangle 56 1996 1991 76,728 5.7%
Kenney Real Estate Services,
Inc.
Daniel M. Principal and Senior 46 1996 1996 32,543 2.4%
Mahoney Lending Officer, Commerce
National Bank
Samuel E. President, McDaniel's 54 1996 1991 7,685 .6%
McDaniel Painting and Construction
Inc.
Pamela S. Principal, Controller 37 (3) (2) 8,505 .6%
Miller and Loan Review Officer
Commerce National Bank
</TABLE>
4
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Kent K. Investment Broker, 51 1996 1991 57,938 4.3%
Rinker (4) Financial Assets,
Corp.
John A. Chief Operating and 39 (3) 1998 24,603 1.8%
Romelfanger Chief Financial Officer
Commerce National Bank
Richard F. Owner, Dick Ruhl 62 1996 1992 30,305 2.3%
Ruhl Ford Sales, Inc.
David J. Retired, Rimrock 57 1996 1991 47,064 3.5%
Ryan Corporation
Peter C. President, Atlas 56 1996 (2) 20,690 1.6%
Taub Industrial
Holdings, LLC
John A. President, West 54 1996 1991 20,416 1.6%
Tonti Penn Foods, Inc.
Alan R. CEO, Archer-Meek- 66 1996 1991 51,462 3.9%
Weiler Weiler Agency, Inc.;
Board member of
Cincinnati Financial
Corporation
Michael Owner, Michael 56 1996 (2) 62,133 4.7%
Wren Wren and Associates
All directors and executive officers 734,002 49.6%
as a group (21 persons)
</TABLE>
(1) Includes shares beneficially owned, which includes shares as to which a
person has sole or shared voting and/or investment power.
(2) Not currently a director of Commerce National Bank
(3) Not currently a director of CNBC Bancorp
(4) Serves as a non-elected advisory director only
CUMULATIVE VOTING
-----------------
Under the General Corporation Law of Ohio, if notice in writing is
given by any shareholder to the President, Vice President or the Secretary of
Bancorp not less than forty-eight hours before the time fixed for holding the
Annual Meeting, that the shareholder desires that the voting for election of
directors shall be cumulative, and if the announcement of the giving of such
notice is made upon the convening of the Annual Meeting, each shareholder will
have cumulative voting rights. Cumulative voting means that each shareholder is
entitled to that number of votes equal to the number of shares that he owns
multiplied by the number of directors to be elected. Each shareholder may cast
all of his or her votes for a single nominee or may distribute his or her votes
among as many nominees as he or she sees fit. As indicated on page 3 of this
Proxy Statement, if the election of directors is by cumulative voting, the
persons appointed by the accompanying proxy intend to cumulate the vote
represented by the proxies they receive and distribute such votes in accordance
with their best judgment.
5
<PAGE> 7
COMMITTEES OF THE BOARD OF DIRECTORS
------------------------------------
The Board of Directors of CNBC Bancorp currently has no formal
committees. All formal committees are established under the oversight of the
Commerce National Board of Directors. Currently, Commerce National has four
established committees, which meet on a regular basis.
These committees meet with management to review Commerce National's
policies, procedures and operating performance on particular functional areas.
The activities of all committees are reviewed by the Commerce National Board of
Directors. These committees are established in accordance with the Bylaws of
Commerce National, which may be changed from time to time by a majority vote of
the Board of Directors of Commerce National.
The Loan Committee is comprised of three directors (none of whom are
officers of Commerce National) and Mr. McAuliffe. The primary responsibilities
of the Committee are to review and approve loans over particular limits, approve
all loans to insiders and review and approve changes to Commerce National's
lending policies and procedures. All board members serve on the loan committee
on a six-week rotating basis. The Committee met twenty-five times in 1999.
The Funds Management Committee is comprised of not less than four
outside directors, Mr. McAuliffe, Mr. Romelfanger and Ms. Miller. The outside
directors currently serving on this committee included Mr. Gummer, Mr. Weiler,
Mr. Ryan and Mr. Canini. The Committee meets quarterly, and its primary
responsibilities include reviewing Commerce National's asset/liability interest
rate sensitivity, reviewing and approving investment policies and reviewing the
operating performance of Commerce National. The Committee met four times in
1999.
The Compensation Committee is comprised of at least five directors and
Mr. McAuliffe, who is a non-voting member, with its primary responsibilities
being the review of personnel polices and practices and evaluation of senior
management performance and compensation. The directors currently serving on the
Committee include Mr. Corna, Mr. Ryan, Mr. Tonti, Mr. Ruhl, Mr. Crane and Mr.
McDaniel. The Committee met five times in 1999.
The Audit Committee is comprised of at least four directors, none of
whom are officers of Commerce National. The Committee's primary responsibilities
are the review of internal and external auditors' reports, review of internal
loan review reports, and evaluation of the internal auditor and external audit
firm. The directors currently serving on this committee include Mr. Canini, Mr.
Hoy, Mr. Kenney and Ms. DeVillers. The Committee met four times in 1999.
Each outside director is paid an attendance fee of $300 per Board of
Directors meeting attended and $100 per committee meeting attended. CNBC Bancorp
had three regularly scheduled meetings and Commerce National had twelve
regularly scheduled meetings in 1999. No special meetings were called in 1999.
The following directors, in the aggregate, attended less than 75% of these
regularly scheduled meetings and the committees on which they serve: Donald R.
Kenney and Richard F. Ruhl. Additionally, one director, Douglas W. James, who is
a director of CNBC Bancorp only, attended less than 75% of the CNBC Bancorp
meetings.
6
<PAGE> 8
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the names and ages of all executive
officers of the Company and their positions.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Thomas D. McAuliffe 50 Chairman of the Board and President of CNBC Bancorp; Chairman of
the Board, Chief Executive Officer and President of Commerce
National Bank
John A. Romelfanger 39 Vice President, Secretary and Treasurer of CNBC Bancorp;
Director, Chief Operating Officer and Chief Financial Officer of
Commerce National Bank
Daniel M. Mahoney 46 Director and Vice President of CNBC Bancorp; Director, Vice
President and Senior Lending Officer of Commerce National Bank
William G. Huddle 43 Director, Principal and Senior Lending Officer of Commerce
National Bank
Pamela S. Miller 37 Principal, Loan Review Officer and Controller of Commerce
National Bank
</TABLE>
EXECUTIVE COMPENSATION
The following table summarizes all annual and long-term compensation paid during
the fiscal years ended December 31, 1999, 1998 and 1997 to Bancorp's President
and the other most highly compensated executive officers of Bancorp whose total
annual salary and bonus exceeded $100,000 during the fiscal year ended December
31, 1999 for services rendered in all capacities to Bancorp and Commerce
National.
7
<PAGE> 9
<TABLE>
<CAPTION>
Long-Term
Compensation:
Common Shares
Name and Fiscal Other Annual Underlying
Principal Position Year Salary ($) Bonus($) Compensation($)(1) Options
- ------------------ ---- ---------- -------- ------------------ -------
<S> <C> <C> <C> <C> <C>
Thomas D. McAuliffe 1999 $155,600 $50,000 $35,000 1,792
Chairman, President 1998 $140,000 $50,000 $35,000 591
and CEO 1997 $125,000 $37,500 $ 9,500 1,720
John A. Romelfanger 1999 $101,000 $35,000 $13,253 987
Chief Operating Officer 1998 $ 92,000 $35,000 $12,742 402
and Chief Financial 1997 $ 83,500 $25,000 $11,080 580
Officer
Daniel M. Mahoney 1999 $ 85,000 $20,000 $11,320 797
Senior Lending Officer 1998 $ 82,500 $20,000 $ 6,999 361
1997 $ 76,500 $20,000 $ 5,808 520
</TABLE>
- ------------
(1) Amounts contributed to the 401(k) savings plan by Commerce National and
amounts accrued under deferred compensation plans.
EMPLOYMENT AGREEMENT
Thomas D. McAuliffe, CNBC and Commerce National entered into an
employment agreement on March 1, 1998, as amended effective December 31, 1998,
pursuant to which Mr. McAuliffe serves as President and CEO of CNBC and of
Commerce National. The employment agreement expires on February 28, 2003,
subject to extension by mutual agreement of the parties. The employment
agreement provides for an annual base salary of $140,000 per annum for fiscal
year 1998, subject to annual percentage increases based upon increases in the
diluted earnings per common share of CNBC. Annual bonuses may be awarded in the
sole discretion of the Boards of Directors of CNBC and Commerce National. In
addition, Commerce National contributes $25,000 per year to a trust established
by Commerce National as a supplemental retirement benefit for Mr. McAuliffe's
benefit.
Mr. McAuliffe is eligible to participate in all retirement, welfare and
other benefit plans or programs of Commerce National to the same extent as other
Commerce National executive officers. In addition to any group life coverage,
the employment agreement provides for Commerce National to keep in place and pay
premiums on a life insurance policy on Mr. McAuliffe's life in the face amount
of $2,000,000, with respect to which Mr. McAuliffe may designate the
beneficiary. Commerce National also agrees to reimburse Mr. McAuliffe annually
for any premiums paid by him to maintain in force an individual disability
income policy.
The employment agreement terminates automatically upon Mr. McAuliffe's
death and at CNBC and Commerce National's option, in the event of his
disability. The employment agreement is also terminable by CNBC and Commerce
National "with cause" or "without cause" and Mr. McAuliffe may terminate the
employment agreement "for good reason" or "without good reason" or upon a
"change in control." If Mr. McAuliffe elects to terminate his employment
following a "change in control," as such term is defined in the agreement, he is
entitled to his unpaid cash compensation through the date of termination, any
previously deferred compensation, accrued but unpaid vacation pay and severance
payments and benefit
8
<PAGE> 10
continuation. Severance payments are calculated based on 2.99 times McAuliffe's
prior year compensation, as defined, and are payable over a one-hundred twenty
(120) month period. In the event Mr. McAuliffe's employment is terminated by
Commerce National "without cause" or by Mr. McAuliffe for "good reason," he will
be entitled to receive, in addition to accrued but unpaid compensation and
vacation pay, one year's worth of base salary and benefits plus the amount then
held in the trust. If Mr. McAuliffe's employment is terminated by CNBC or
Commerce National "for cause" or by Mr. McAuliffe "without good reason," he will
only be entitled to receive his accrued (but unpaid) compensation and vacation
pay, along with any compensation previously deferred by him.
The employment agreement provides that during a two (2) year period
following the termination of his employment with CNBC and Commerce National,
unless terminated in the event of a disability, Mr. McAuliffe may not compete or
become associated with any entity that competes with the business of CNBC or any
of its subsidiaries in any geographic area where CNBC or any of its subsidiaries
operates a office. In addition, during the two (2) year period referred to above
(except by reason of a termination by Commerce National in the event of a
disability), Mr. McAuliffe may not directly or indirectly, encourage or solicit,
or assist any other person or firm in encouraging or soliciting anyone having a
business relationship with Commerce National or any of its subsidiaries within
the two (2) years preceding his termination of employment to terminate a
business relationship with Commerce National or engage in a business
relationship with a competitor.
EMPLOYEE STOCK OPTION PLANS
In 1996, shareholders had approved the 1996 Non-Qualified Stock Option
Plan, which consolidated all prior plans into one plan. A total of 168,171
shares are available for grant under the 1996 plan. In April, 1999, the
shareholders of CNBC Bancorp adopted the 1999 Stock Option Plan providing for
the grant of incentive and non-qualified stock options to certain directors and
key employees of CNBC Bancorp and its subsidiaries. See footnote 11 to the
financial statements for additional information regarding options granted and
outstanding.
The options are exercisable in whole or in part upon such terms and
conditions as may be determined by the Board of Directors but, in no event, will
options be exercisable later than 20 years after the date of grant. During 1999,
a total of 8,713 stock options were granted to employees.
The following tables contain certain information with respect to stock
options granted in 1999 under the Company's 1996 Non-Qualified Stock Option Plan
to the named executive officers.
9
<PAGE> 11
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZED
Individual Grants(1) Value at Assumed
------------------------------ Annual Rates of
Number of % of Total Stock Price
Securities Options Appreciation for
Underlying Granted to Option Term
Options Employees in Exercise Expiration ---------------------
Name Granted Fiscal Year Price ($/Sh) Date 5% ($) 10% ($)
- ---- ------- ----------- ------------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Thomas D. McAuliffe 790 9.1% $28.25 1/1/2010 $14,035 $35,568
1,092 12.5% $31.50 12/31/2010 $21,000 $54,822
John A. Romelfanger 278 3.1% $28.25 1/1/2010 $ 4,939 $12,516
709 8.1% $31.50 12/31/2010 $13,635 $35,594
Daniel M. Mahoney 249 2.8% $28.25 1/1/2010 $ 4,424 $11,210
448 5.1% $31.50 12/31/2010 $ 8,616 $22,491
Wm. G. Huddle 221 2.5% $28.25 1/1/2010 $ 3,926 $ 9,950
421 4.8% $31.50 12/31/2010 $ 8,096 $21,135
Pamela S. Miller 213 2.4% $28.25 1/1/2010 $ 3,784 $ 9,590
405 4.6% $31.50 12/31/2010 $ 7,789 $20,332
</TABLE>
- -----------------
(1) Grants vest and become exercisable by optionee 33 1/3% per year beginning
one year after the grant date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
# OF SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
SHARES VALUE UNEXERCISED OPTIONS AT
ACQUIRED ON REALIZED OPTIONS FY- FY-END
Name Exercise (#) ($) END (#)(1) ($)(1)
- ---- ------------ -------- --------------- ----------------
<S> <C> <C> <C> <C>
Thomas D. McAuliffe 33,404/2,849 $680,500/$5,100
John A. Romelfanger 2,200 $57,354 19,951/1,448 $403,800/$1,800
Daniel M. Mahoney 1,500 $39,105 20,517/1,111 $418,400/$1,600
William. G. Huddle 2,400 $62,568 16,947/975 $347,400/$1,100
Pamela S. Miller 7,295/950 $141,800/$1,200
</TABLE>
(1) Values shown are for exercisable options/unexercisable options
COMMERCE NATIONAL BANK DEFERRED COMPENSATION PLANS
Commerce National has a non-qualified deferred compensation plan for
directors. This plan permits the deferral of compensation earned until the
participant's retirement. The participant's election to defer compensation must
be made prior to the date the compensation is earned and all amounts deferred
earn interest.
In addition to the plan for Mr. McAuliffe which is described under
"Employment Agreement" on page 7 of this Proxy Statement Commerce National has
non-qualified
10
<PAGE> 12
compensation plans for three of its senior officers. A plan for Mr. Romelfanger
became effective on December 31, 1994. Plans for Mr. Mahoney and Ms. Miller
became effective on December 31, 1997. All plans require the officers to remain
in the employ of Commerce National for 10 years from the effective date in order
to receive any benefits thereunder and are funded by life insurance policies.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
---------------------------------------------------
Bancorp has appointed Crowe, Chizek and Company, LLC, Columbus, Ohio,
as Bancorp's independent auditors for the fiscal year ending December 31, 2000.
Crowe, Chizek and Company, LLC, has served as Bancorp and Commerce National's
auditors since 1991. Services provided to Bancorp and Commerce National with
respect to the year ended 1999 included the examination of Bancorp's
consolidated financial statements and consultations on various tax matters.
Representatives of Crowe, Chizek and Company, LLC will be present at the Annual
Meeting to respond to appropriate questions and to make such statements as they
may desire.
In the event shareholders do not ratify the selection of Crowe, Chizek
and Company, LLC as Bancorp's independent auditors for the forthcoming fiscal
year, such appointment will be reconsidered by the Board.
An affirmative vote of a majority of the shares represented at the
Annual Meeting, in person and by proxy, is required to approve the ratification
of the appointment of the independent auditors. THE BOARD RECOMMENDS THAT
SHAREHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND
COMPANY, LLC AS BANCORP'S INDEPENDENT AUDITORS FOR THE 2000 FISCAL YEAR.
OTHER MATTERS
-------------
The Board of Directors does not know of any matters, other than the
election of directors and the vote upon the 1999 Stock Option Plan, which will
come before the Annual Meeting. In case any other matters should properly come
before the Annual Meeting, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
-------------------------------------------------
Any shareholder who intends to present a proposal at the 2001 Annual Meeting
of Shareholders must deliver the proposal to Bancorp no later than November 15,
2000 in order to have the proposal included in Bancorp's proxy material for that
meeting. Any shareholder proposal submitted other than for inclusion in
Bancorp's proxy materials for that meeting must be delivered to Bancorp no later
than january 28, 2001, or such proposal will be considered untimely. If a
shareholder proposal is received after January 28, 2001, Bancorp may vote in its
discretion as to the proposal all of the shares for which it has received
proxies for the 2001 Annual Meeting of Shareholders.
11
<PAGE> 13
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------
Based solely on written representations by its executive officers and
directors, Bancorp believes that during the fiscal year ended December 31, 1999,
all filing requirements under Section 16(a) of the Securities Exchange Act of
1934 applicable to its executive officers and directors were complied with.
By Order of the Board of Directors,
Thomas D. McAuliffe
Chairman of the Board,
President and Chief Executive Officer
March 15, 2000
12
<PAGE> 14
CNBC BANCORP
------------
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CNBC BANCORP
The undersigned hereby appoints Samuel E. McDaniel and William L. Hoy,
and each of them, the proxies of the undersigned, with full power of
substitution to vote all Common Shares of CNBC Bancorp, which undersigned is
entitled to vote at the Annual Meeting of Shareholders of CNBC Bancorp, to be
held April 25, 2000 and at any and all adjournments thereof, as specified below:
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS: Richard R. Ruhl, Peter C. Taub, John A. Tonti, Alan R. Weiler and Michael Wren.
_________ FOR all Nominees __________ WITHHOLD AUTHORITY to Vote for All
Nominees
(Instructions: If you wish to withhold authority to vote for any individual nominee, write that nominee's name
in the space below.)
-------------------------------------------------------------------------------------
2. RATIFICATION OF INDEPENDENT AUDITORS:
_______ FOR ________ WITHHOLD AUTHORITY _______ ABSTAIN
3. In their direction, the proxies are authorized to vote upon such other business as may properly
come before the meeting or any adjournment thereof.
</TABLE>
IF NO INSTRUCTION IS INDICATED, AUTHORITY IS GRANTED TO CAST THE VOTE OF THE
UNDERSIGNED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR, FOR THE INCREASE IN
AUTHORIZED COMMON SHARES, AND FOR THE RATIFICATION OF INDEPENDENT AUDITORS.
Date:____________________________, 2000
----------------------------------------
Signature
----------------------------------------
Signature, if jointly held
----------------------------------------
Print your name(s) here
_______ I WILL ATTEND THE ANNUAL MEETING OF SHAREHOLDERS.
NOTE: THE SIGNATURE(S) ON THIS PROXY SHOULD CORRESPOND WITH THE NAME(S) IN WHICH
YOUR SHARES ARE REGISTERED. WHEN SHARES ARE REGISTERED JOINTLY IN THE NAMES OF
TWO OR MORE PERSONS, ALL SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS SUCH. A PROXY
GIVEN BY A CORPORATION SHOULD BE SIGNED IN THE CORPORATE NAME BY THE CHAIRMAN OF
ITS BOARD OF DIRECTORS, ITS PRESIDENT, VICE PRESIDENT, SECRETARY OR TREASURER.
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