PLEASE MARK, SIGN AND RETURN IMMEDIATELY
CNB BANCORP, INC.
PROXY FOR ANNUAL MEETING - APRIL 15, 1997
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned shareholder
of CNB BANCORP, INC. do hereby nominate, constitute and appoint, Leon
Finkle, Brian K. Hanaburgh and Theodore E. Hoye, Jr. or any one of
them (with full power to act alone), my true and lawful attorney(s)
with full power of substitution, for me and in my name, place, and
stead to vote all the common stock of said Company, standing in my
name on its books at the Annual Meeting of its Shareholders to be
held at the HOLIDAY INN, 308 NORTH COMRIE AVENUE, JOHNSTOWN, NY on
April 15, 1997 at 4:00 p.m., or at any adjournment thereof, with all
the powers the undersigned would possess if personally present, as
follows:
CHECK ONE BOX ONLY
1. To elect Robert L. Maider, John C. Miller and For
Frank E. Perrella to serve as members of the All
Board of Directors of the Company for a Nominees
period of three years.
Withhold Authority as to All Nominees
ALL Nominees Except Those Listed in the
Space Provided Immediately Below
______________________________________________________
2. To amend the Certificate of Incorporation of the Yes
Company to increase the number of shares of No
authorized common stock to 5,000,000 shares Abstain
and to reduce the par value of the common stock
to $2.50 per share.
3. At the discretion of the Proxies, to vote for or against any other
proposition which may come before the meeting or any adjournment thereof.
The Board of Directors knows of no other business to be brought before
the meeting.
THIS PROXY CONFERS AUTHORITY TO VOTE IN FAVOR OF ALL OF THE NOMINEES
LISTED ABOVE AND IN THE PROXY STATEMENT, AND IN FAVOR OF THE AMENDMENT
TO THE CERTIFICATE OF INCORPORATION UNLESS OTHERWISE INSTRUCTED HEREIN
BY THE SIGNER. THIS PROXY CONFERS DISCRETIONARY AUTHORITY TO VOTE
FOR OR AGAINST ANY OF THE FOLLOWING MATTERS:
(1) ANY OTHER PROPOSITION WHICH MAY BE PRESENTED AT THE MEETING. THE
BOARD OF DIRECTORS, AT THE DATE OF THE NOTICE OF THE MEETING, KNOWS
OF NO SUCH MATTERS EXCEPT A PROPOSITION TO APPROVE THE MINUTES OF
THE LAST MEETING OF SHAREHOLDERS, BUT SUCH APPROVAL SHALL NOT AMOUNT
TO A RATIFICATION OF ACTION TAKEN AT THAT MEETING.
(2) PROPOSITIONS INCIDENT TO THE CONDUCT OF THE MEETING.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY
BE REVOKED PRIOR TO ITS EXERCISE.
Dated:_________________, 1997
_________________(L.S.)
_________________(L.S.)
When signing as attorney, executor, administrator, trustee or guardian,
please give full title. If more than one trustee, all should sign.
All joint owners must sign.
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
The Annual Meeting of Shareholders of CNB BANCORP, INC. will be held
at the Holiday Inn, 308 North Comrie Avenue, Johnstown, New York at
4:00 p.m. on April 15, 1997 for the purpose of considering and voting
upon the following matters:
1. To elect three directors.
2. To amend the Certificate of Incorporation of the Company to increase
the number of shares of authorized common stock to
5,000,000 shares and to reduce the par value of the common stock to
$2.50 per share.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
As the record date for the meeting the Board of Directors has set
March 14, 1997. Only holders of the Company's common stock of record
at the close of business on such date will be entitled to vote at
such meeting.
A copy of the annual report for the calendar year ended December 31,
1996 is being mailed to all shareholders together with this notice
of the annual meeting. The annual report is not a part of the proxy
soliciting material.
By Order of the Board of Directors
George A. Morgan
Vice President & Secretary
March 14, 1997
IMPORTANT
Whether or not you contemplate attending the meeting, it is suggested
that the enclosed Proxy be executed and returned promptly to the Company
in the enclosed reply envelope. If you attend the meeting, you may
withdraw your Proxy. No officer or employee of the Company may be
named as Proxy.
CNB BANCORP, INC.
Principal Office - 10-24 North Main Street, Gloversville, New York 12078
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 15, 1997
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation,
by the Board of Directors of CNB Bancorp, Inc., a New York corporation
(the "Company"), of proxies to be voted at the Annual Meeting of Shareholders
to be held at 4:00 p.m. on Tuesday, April 15, 1997 at the Holiday
Inn, 308 North Comrie Avenue, Johnstown, New York 12095. At the Annual
Meeting, shareholders of the Company are being asked to consider and
vote upon the election of three directors for three year terms and
the amendment of the Company's Certificate of Incorporation to increase
the number of authorized shares of common stock from 2,000,000 shares
to 5,000,000 shares and to reduce the common stock's par value from
$5.00 to $2.50 per share. This proxy statement and the form of proxy
are first being sent to shareholders on March 14, 1997. Proxies may
be revoked by (i) filing with the Secretary of the Company at or before
the Annual Meeting a written notice of revocation bearing a later
date than the proxy, (ii) duly executing a subsequent proxy relating
to the same shares and delivering it to the Secretary of the Company
at or prior to the Annual Meeting, or (iii) attending the Annual Meeting
and voting in person (although attendance at the meeting will not,
in and of itself, constitute revocation of a proxy).
All shares represented by valid proxies sent to the Company to be
voted at the Annual Meeting will be voted if received in time. Each
proxy will be voted in accordance with the directions of the shareholder
executing such proxy. If no directions are given proxies will be voted
FOR the nominees presented herein and FOR the approval of the amendment
to the Certificate of Incorporation of the Company.
Proxies will be solicited by mail. They may also be solicited by directors,
officers, and regular employees of the Company and the City National
Bank and Trust Company (the "Bank"), a wholly-owned subsidiary of
the Company, personally or by telephone or telegraph, but such persons
will receive no additional compensation for such services. The Company
will bear all costs of soliciting proxies. In addition the Company
will, upon the request of brokers, dealers, banks and voting trustees,
and their nominees, who are holders of record of the Company's common
stock on the record date, bear their reasonable expenses for mailing
copies of this Proxy Statement, the form of proxy and Notice of Annual
Meeting, to the beneficial owners of such shares.
As of March 14, 1997, there were 1,600,000 shares of common stock,
$5.00 par value, of the Company outstanding. Only holders of such
stock at the close of business on March 14, 1997 are entitled to notice
of and to vote at the Annual Meeting. Each shareholder of record on
that date is entitled to one vote for each share held. As of February
18, 1997, of the total outstanding, 9,800 shares were held by the
Trust Department of the Bank as sole trustee. Such number of shares
as may be held by the Bank in this manner on the record date will
not be voted in the election of directors. Directors are elected by
a plurality of the votes cast at the meeting. There is no cumulative
voting for directors. The approval of the amendment to the Certificate
of Incorporation of the Company increasing the number of authorized
shares of common stock to 5,000,000 shares and reducing the par value
of the common stock to $2.50 per share requires the affirmative vote
of a majority of the issued and outstanding shares of common stock
of the Company.
As of February 18, 1997, directors and officers of the Company beneficially
owned an aggregate of 117,532 shares of the Company's common stock,
which represented 7.35% of the shares of common stock then outstanding.
No person is known to the Company to be the beneficial owner of more
than five per cent of the Company's common stock.
SHAREHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
In order for shareholder proposals to be eligible for inclusion in
the Company's proxy material relating to its 1998 Annual Meeting,
they must be directed to the Secretary of the Company and received
no later than November 21, 1997.
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
The by-laws of the Company provide that the Board of Directors shall
consist of not less than five nor more than 25 members and that the
total number of directors may be fixed by action of the Board of Directors
or the shareholders. The by-laws further provide that the directors
shall be divided into three (3) classes as nearly equal in number
as possible, known as Class 1, consisting of not more than eight (8)
directors; Class 2, consisting of not more than eight (8) directors;
and Class 3, consisting of not more than nine (9) directors. Each
class holds office for a term of three years, but only one class comes
up for election each year. The Board of Directors has fixed the number
of directors at eleven. A total of three people have been designated
by the Board as nominees for election at this meeting for three-year
terms as directors in Class 2, to expire at the annual meeting to
be held in 2000. Each director shall serve until his successor shall
have been elected and shall qualify, even though his term of office
as herein provided has otherwise expired, except in the event of his
earlier resignation, removal or disqualification.
Nominations for directors to be elected at an annual meeting of shareholders,
must be submitted to the Secretary of the Company in writing not later
than the close of business on the thirtieth (30th) day immediately
preceding the date of the meeting. Such notification shall contain
the following information to the extent known to the notifying shareholder:
(a) name and address of each proposed nominee; (b) the principal occupation
of each proposed nominee; (c) the total number of shares of common
stock of the Company that will be voted for each proposed nominee;
(d) the name and residence address of the notifying shareholder; and
(e) the number of shares of common stock of the Company owned by the
notifying shareholder. Nominations not made in accordance herewith
may be disregarded by the presiding officer of the meeting.
All nominees are currently directors of the Company and of the Bank
and will be nominated for election to serve until their successors
are elected. Except as noted below, all of the nominees have held
the same or another executive position with the same employer during
the past five years.
It is the intention of the persons named in the proxy to vote for
the election of the following nominees, all of whom have consented
to be named in this Proxy Statement, to serve if elected, and to hold
office until their successors are elected and qualified. If any nominee
is unavailable for election or declines to serve, the shares may be
voted for a substitute nominee. The names of the nominees for election
for a term of three years and certain information as to each of them
are as follows:
<TABLE>
<CAPTION>
Shares of Common Stock
of the Company Beneficially
owned as of February 18, 1997
Bracketed < > numbers refer to
footnotes below
Name, Age, Other Positions with
the Company, Principal Occupation
and Directorships of Other Director
Publicly Owned Companies Since Expires Number<F1> Percent
<S> <C> <C> <C> <C>
CLASS 2
John C. Miller, 66
President
John C. Miller, Inc.
Automobile Dealer 1988 1997 46,000. 2.88
Frank E. Perrella, 69
President
JBF Industries, Inc.
Tannery 1988 1997 34,800.<F2> 2.18
Robert L. Maider, 65
Attorney-at-Law
Maider & Smith 1988 1997 17,544. 1.10
</TABLE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
IN FAVOR OF THESE NOMINEES.
The following named members of the Board of Directors of CNB BANCORP,
INC. will continue in office until the end of their terms:
<TABLE>
<CAPTION>
Shares of Common Stock
of the Company Beneficially
owned as of February 18, 1997
Bracketed < > numbers refer to
footnotes below
Name, Age, Other Positions with
the Company, Principal Occupation
and Directorships of Other Director
Publicly Owned Companies Since Expires Number<F1> Percent
<S> <C> <C> <C> <C>
CLASS 3
Theodore E. Hoye, Jr., 71 1988 1998 4,200.<F3> .26
Attorney-at-Law
Hoye & Hoye
George A. Morgan, 54
Vice President and Secretary
of the Company
Executive Vice President,
Cashier and Trust Officer
of the Bank 1991 1998 816. .05
Clark D. Subik, 42
President
Superb Leather, Inc.
Leather Merchandiser 1995 1998 700. .04
Deborah H. Rose, 46
Vice President
Hathaway Agency, Inc.
General Insurance 1996 1998 3,020.<F4> .19
CLASS 1
William N. Smith, 56
Chairman of the Board,
President and Chief Executive
Officer of the Company and the Bank 1988 1999 2,000. .13
Brian K. Hanaburgh, 47
Owner
D/B/A McDonald's Restaurants
Fast Food Restaurants 1994 1999 600.<F5> .04
Leon Finkle, 72
Chairman of the Board
Finkle Distributors, Inc.
Candy and Tobacco Distribution 1988 1999 2,400.<F6> .15
Clark Easterly, Sr., 70
Chairman of the Board
The Johnstown Knitting Mill Company
Manufacturer of Knitwear 1992 1999 3,632.<F7> .16
<FN>
<F1> The securities "beneficially owned" by an individual are determined
in accordance with the definition of "beneficial ownership" as set
forth in the regulations of the Securities and Exchange Commission.
Accordingly, they may include securities owned by or for the individual's
spouse and minor children and any other relative who has the same
home, as well as other securities as to which the individual has or
shares voting or investment power. Beneficial ownership may be disclaimed
as to certain of the securities.
<F2> Includes 34,000 shares owned individually by his spouse.
<F3> Includes 1,000 shares owned individually by his spouse.
<F4> Includes 820 shares owned as custodian.
<F5> Includes 200 shares owned individually by his spouse.
<F6> Includes 800 shares owned individually by his spouse.
<F7> Includes 1,400 shares owned individualy by his spouse.
</TABLE>
BOARD MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company met six times during 1996. All
members, except for Messrs. Hoye and Subik, attended at least 75%
of the aggregate number of meetings of the Board of Directors and
committees of the Board of which they are members.
The Board of Directors of the Company does not have a standing nominating
committee. This function is performed by the Company's Executive Committee
which met four times during 1996. Its members are Messrs. Smith, Chairman;
Hoye, Morgan and Perrella, and in addition, up to two other members
of the Board may serve as rotating members on a monthly basis. The
Executive Committee reviews and recommends to the full Board of Directors
nominees for election or re-election as directors. The Executive Committee
will consider the names of individuals recommended by shareholders
for nomination to be directors of the Company. Persons wishing to
recommend individuals for consideration should send such recommendations
to the Secretary of the Company.
The Company and the Bank have standing audit committees. Their members
are Company and Bank directors; Perrella, Chairman; Easterly, Miller,
Rose and Subik. These Committees met six times in 1996. The Committees
each year verify certain assets of the Bank. KPMG Peat Marwick, LLP,
certified public accountants, are engaged to perform an audit of the
full financial statements of the Company and the Bank, in accordance
with generally accepted auditing standards. The Committees meet with
representatives of KPMG Peat Marwick, LLP, to discuss the results
of their audit, and these results are then reported to the full Board
of Directors. The Chairman of the Committees, from time to time during
the year, held informal meetings with the Company and Bank's internal
auditor.
The Bank has a Compensation Committee that met twice in 1996. Its
members are Messrs. Hoye, Chairman; Easterly and Miller. The Committee
reviews the salaries and other forms of compensation of the key executive
officers of the Bank, reviews salary policies and general salary administration
throughout the Bank and recommends to the Board of Directors profit
sharing contributions to be made to the Employee Profit Sharing Plan.
SECTION 16 TRANSACTIONS
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors to file reports of ownership
and changes in ownership with the Securities and Exchange Commission.
The Company assists executive officers and directors in filing the
required reports and, to its knowledge during the year 1996, all filing
requirements applicable to officers and directors were met.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick, LLP, were the Company's accountants for the fiscal
year most recently completed. While no accountants have been selected
for the current year, the Company anticipates that KPMG Peat Marwick,
LLP will continue as the Company's accountants. Representatives of
KPMG Peat Marwick, LLP, are not expected to be present at the shareholders
meeting and, therefore, will not be available to respond to questions
of shareholders.
EXECUTIVE OFFICERS COMPENSATION
At present, officers of the Company are not compensated in any way
for their services. The following summary compensation table shows
the annual compensation for the last three fiscal years for the Bank's
chief executive officer, and executive vice president, the only officers
of the Company or the Bank whose total salaries and bonuses exceeded
$100,000 in 1996.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
Name and All Other
Principal Position Year Salary Bonus Compensation<F1>
<S> <C> <C> <C> <C>
William N. Smith, 1996 $159,000 $6,360 $14,918
Chief Executive 1995 $150,000 $6,000 $14,590
Officer, Chairman 1994 $143,000 $5,720 $13,546
of the Board and
President of both
the Company and the
Bank
George A. Morgan 1996 $106,000 $4,240 $13,054
Vice President and 1995 $100,000 $4,000 $12,053
Secretary of the Company 1994 $ 89,000 $3,560 $ 9,984
and Executive Vice-President,
Cashier and Trust Officer
of the Bank
<FN>
<F1> Includes contributions to Mr. Smith's profit sharing plan account
of $9,068, $8,740 and $9,346 and Board of Directors fees of $5,850,
$5,850 and $4,200 for the years 1996, 1995 and 1994 respectively and
contributions to Mr.Morgan's profit sharing plan account of
$7,204, $6,203 and $5,784 and Board of Directors fees of $5,850,
$5,850 and $4,200 for the same period.
</TABLE>
COMPENSATION OF DIRECTORS
At present, directors of the Company are not compensated in any way
for their services. The Board of Directors of the Bank are the same
individuals who are directors of the Company. Directors of the Bank
are compensated for all services as directors, as follows:
For attending regular and special meetings of the Board; $450.00 for
each meeting. For service as regular members of the Executive and
Discount Committee, except salaried officers; $11,700.00 per annum,
payable quarterly. For service as special members of the Executive
and Discount Committee; $900.00 for the month of service. For service
as members of the Trust Investment Committee, except salaried officers;
$2,700.00 per annum, payable quarterly. For service as members of
the Examining Committee; $225.00 for each meeting attended. In addition
to the foregoing, the Chairman of the Examining Committee receives
an annual fee of $600.00, payable quarterly. For service as members
of the Compensation Committee, $225.00 for each meeting attended.
COMPENSATION PURSUANT TO PLANS
Retirement Plans - The following table shows the estimated annual
benefits payable upon retirement under the pension plans of the Bank
based on specific compensation and years of service classifications.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED
Highest 5-Year Average Years of Service
Base Compensation 20 30 40
<S> <C> <C> <C>
$ 25,000 6,300 9,450 12,588
50,000 14,798 22,196 29,021
75,000 23,548 35,321 45,896
100,000 32,298 48,446 62,771
125,000 41,048 61,571 79,646
150,000 49,798 74,696 96,521
175,000 58,548 87,821 113,396
200,000 67,298 100,946 130,271
</TABLE>
The Bank has a non-contributory defined benefit retirement plan by
participation in the New York State Bankers Retirement System. This
Plan covers all employees of the Bank age 21 years, and less than
65 years, with more than one year of service who complete 1,000 or
more hours of service during the year. Benefits are based on the number
of years of service and salary at retirement. An employee becomes
fully vested in the Plan after five years of service. The amount of
contributions, payment, or accrual, in respect to a specified person,
is not and cannot readily be separately or individually calculated
by the actuaries of the Plan. During 1996, the aggregate amount expensed
for retirement contributions to the Plan equaled approximately 4.37%
of the total covered remuneration paid to participants in the Plan.
In addition, the Bank has entered into an Agreement with William N.
Smith whereby the Bank has agreed to pay Mr. Smith a supplemental
retirement benefit equivalent to the excess of the benefit he would
receive under the Plan if the compensation limitations provided by
Section 401 (a) (17) of the Internal Revenue Code did not exist over
his Plan benefit. The agreement also provides that, for purposes of
computing the supplemental benefit payable to Mr. Smith, he will receive
credit for an additional ten years of service beyond his actual service
with the Bank and the Company. Mr. Smith's supplemental retirement
benefit under this Agreement is only payable on his termination of
employment on or after his normal retirement date, his earlier death
or disability or if his employment terminates within four years of
a change in control of the Company or the Bank. The Bank has purchased
a life insurance policy on Mr. Smith's life so that it will have funds
available to satisfy its obligations under this Agreement. This life
insurance is held in a so-called "Rabbi" trust but is available to
the creditors of the Bank. Under the Plan, as supplemented by the
Agreement, each participant who retires at age 65 is entitled to receive
an annual retirement income for life equal to 1.75% of the average
of the highest consecutive five years of compensation during his or
her career (average compensation) times creditable service up to 35
years, plus 1.25% of the average compensation times creditable service
in excess of 35 years (up to five such years), less .49% of the final
three year average compensation (limited to covered compensation,
which is defined as the average of the individual's last 35 years
of taxable social security wage base), times creditable service up
to 35 years. Estimated annual benefits to individual employees for
the years of service indicated, exclusive of social security benefits,
are shown in the preceding table. (The Plan and the Agreement contain
provisions for optional benefits of equivalent actuarial value which
may be elected by the employee.) As of December 31, 1996, William
N. Smith had 21 years of credited service with the Bank and George
A. Morgan had 29 years.
Profit Sharing Plans - The Bank has a deferred profit sharing plan.
At present, the profit sharing plan provides for annual contributions,
if any, by the Bank, at the discretion of the Board of Directors.
Employees are eligible to participate in the profit sharing plan after
completing one year of service with the Bank and having reached age
21 years. Contributions on behalf of participating employees are allocated
to participants' shares in proportion to their annual compensation.
Amounts expensed for deferred profit sharing plan contributions are
included in the above summary compensation table. Participants are
fully vested over a six year period. Contributions are invested and
administered by the Bank as sole trustee and administrator.
In addition, the Agreement between William N. Smith and the Bank provides
that Mr. Smith will receive credit in an account maintained on the
books of the Bank for an amount equal to the difference between the
amount actually credited to Mr. Smith's account under the profit sharing
plan and the contribution he would have received without regard to
the compensation limitations of Section 401 (a) (17) of the Internal
Revenue Code. The balance in Mr. Smith's supplemental profit sharing
account is payable on his termination of employment on or after his
normal retirement date, his earlier death or disability or if his
employment terminates within four years of a change in control of
the Company or the Bank. The Bank is contributing money to the "Rabbi"
trust previously referred to so that it will have funds available
to satisfy its obligation under the Agreement to pay Mr. Smith supplemental
profit sharing benefits.
Director Fees Plan - The Bank has a deferred fees plan for directors.
This plan allows directors the election to defer the receipt of meeting
fees to a future date. Deferred fees are credited, together with interest
accruing thereon, to a separate liability account. Interest is credited
annually at a rate of twenty-five basis points above the six month
Treasury Bill average discounted rate for the year. The balance of
any account is payable to the director, or to his designated beneficiaries,
in a lump sum or in up to ten annual installments, at the election
of the director. Payments begin on a date specified by the director
or upon his termination as a director of the Bank, whichever is applicable,
or upon his death, whichever shall occur first.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The objective of the Bank's compensation program is to attract and
retain high quality personnel to lead the organization in a changing
industry, to produce sustainable, profitable earnings in support of
shareholder interests, to meet customer needs and to serve the communities
in which the Company and the Bank operates.
The Compensation Committee reviews executive compensation policies
and levels and evaluates the performance of management in the context
of the Company's performance.
Appropriate base salaries are determined by analysis of salary data
on positions of comparable responsibility within banking industry
peer groups. Holiday bonuses are paid to all Bank employees and are
equal to approximately two weeks base salary. The Bank does not have
a long term incentive plan.
The Company's performance is measured by analysis of selected peer
group comparisons, with a major consideration given to net income.
Members of the Compensation Committee are: Theodore E. Hoye, Jr.,
Chairman; Clark Easterly, Sr., and John C. Miller.
PERFORMANCE GRAPH
The following line graph presentation compares the five-year cumulative
total shareholder return on CNB Bancorp, Inc's common stock against
the cumulative total return of the Standard & Poor's 500 Index and
the Keefe, Bruyette & Woods, Inc. 50 Bank Index (KBW 50). The graph
assumes that $100 was invested on December 31, 1991 and includes both
price change and reinvestment of cash dividends. Graph points are
as of December 31 of each year.
The KBW 50 Index is made up of fifty of the nation's most important
banking companies, including both money center and major regional
banks, and is considered to be representative of the price performance
of the nations' largest banks. It should be kept in mind that, by
design, the KBW 50 Index does not reflect the price or total return
performance of smaller banking companies.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN<F1>
AMONG CNB BANCORP, INC., THE S & P 500 INDEX AND THE KBW 50 INDEX
<CAPTION>
12/91 12/92 12/93 12/94 12/95 12/96
<S> <C> <C> <C> <C> <C> <C>
CNB Bancorp, Inc. $100 $110 $134 $172 $196 $224
S & P 500 $100 $108 $118 $120 $165 $203
KBW 50 $100 $127 $134 $128 $204 $289
<FN>
<F1> $100 invested on 12/31/91 in stock or index-including reinvestment of dividends.
Fiscal year ending December 31.
</TABLE>
RELATED PARTY TRANSACTIONS
The Bank has had, and expects to have in the future, banking transactions
in the ordinary course of business with many of its directors, executive
officers, and the businesses in which they are associated. During
the calendar year 1996, loans to directors and executive officers,
together with their business interests, reached maximum aggregate
totals of $2,638,203, 9.51% of the December 31, 1996 equity capital
accounts. At year-end 1996, loans to directors and executive officers,
together with their business interests, were $1,868,941, 6.74% of
the December 31, 1996 equity capital accounts. All extensions of credit
to such persons have been made in the ordinary course of business
on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other
persons, and in the opinion of the management of the Bank, do not
involve more than a normal risk of collectibility or present other
unfavorable features.
Robert L. Maider, who is a member of the Board of Directors, is a
partner of the law firm of Maider & Smith, which the Bank has retained
in the past and proposes to retain in the current fiscal year. During
1996, the Bank made payments to this firm for services in the amount
of $75,577.04.
PROPOSAL NUMBER 2
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has unanimously approved the amendment of the
Company's Certificate of Incorporation to increase the number of shares
of common stock which the Company may issue from 2,000,000 shares
to 5,000,000 shares and to reduce the par value of the Company's common
stock from $5.00 per share to $2.50 per share. As of February 18,
1997 the Company had 1,600,000 shares of common stock, $5.00 par value,
issued and outstanding. Each presently issued and outstanding share
of common stock $5.00 par value, will, upon amendment of the Certificate
of Incorporation, be automatically converted into one share of common
stock, $2.50 par value. The stated capital of the Company will be
reduced by $4,000,000 as a result of the amendment of the Certificate
of Incorporation. The amount of the reduction will become capital
surplus. The proposed amendment will have no meaningful affect on
the Company's ability to pay dividends. Other than described above,
there will be no change in the rights or privileges of the common
shareholders.
The Board of Directors believes that it is in the best interests of
the Company and its shareholders to increase the number of authorized
shares of common stock in order to have additional shares available
for issuance to meet a variety of business needs as they may arise
and to enhance the Company's flexibility in connection with possible
future actions. These business needs and actions may include stock
dividends, stock splits, corporate business combinations, funding
of business acquisitions, and other corporate purposes. Although the
Board periodically considers transactions such as those listed above,
it currently does not have plans to issue any such common stock .
The par value of the Company's common stock is being reduced so as
to minimize the capital stock tax payable by the Company.
Reference is made to the Company's financial statements contained
in its 1996 Annual Report to Shareholders, which financial statements
are incorporated by reference herein.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE IN FAVOR OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does
not know of any matter other than as indicated above that will come
before the meeting. In the event that any other matter properly comes
before the meeting, the persons named in the enclosed form of proxy
will have discretionary authority to vote all proxies in accordance
with their best judgment on such matters.
A COPY OF FORM 10K (ANNUAL REPORT) FOR 1996, FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION BY THE COMPANY, IS AVAILABLE TO SHAREHOLDERS
FREE OF CHARGE BY WRITTEN REQUEST TO GEORGE A. MORGAN, VICE PRESIDENT
AND SECRETARY, CNB BANCORP, INC. 10-24 NORTH MAIN STREET, GLOVERSVILLE,
NY 12078.
All shares represented by proxies sent to the Company to be voted
at the Annual Meeting will be voted if received in time.
By Order of the Board of Directors
George A. Morgan
Vice President & Secretary
March 14, 1997
Enclosure
PLEASE MARK, SIGN, DATE AND MAIL
YOUR PROXY NOW!
