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.
Date of Report (Date of earliest event reported) June 1, 1999
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CNB Bancorp, Inc.
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(Exact Name of Registrant as Specified in its Charter)
New York 17501 14-1709485
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
12-24 N. Main St., PO Box 873, Gloversville, New York 12078
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code 518-773-7911
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On June 1, 1999, CNB Bancorp, Inc. ("Registrant") acquired all of
the capital stock of Gloversville Federal Savings and Loan Association, a
federal savings bank ("Gloversville") through the merger of its parent,
Adirondack Financial Services Bancorp, Inc. ("Adirondack") into Registrant's
wholly-owned subsidiary, CNB Acquisition Corp. Gloversville was then merged
into Registrant's wholly-owned subsidiary bank, City National Bank and Trust
Company (the "Bank"). The assets acquired consisted principally of loans. The
consideration paid was $15,000,000. The source of the consideration paid in
the acquisition consisted of a special dividend paid by the Bank to the
Registrant. The consideration paid was determined through negotiation with
the board of directors of Adirondack. A fairness opinion was rendered by the
investment bankers for Adirondack.
The Registrant issued a press release describing the above
transaction on June 1, 1999. A copy of this press release is attached as
Exhibit 20.
Item 7. Financial Statements and Exhibits
The exhibits listed below are filed herewith or incorporated herein
by reference.
Exhibit 2.1 Agreement of Merger by and among CNB Bancorp, Inc., CNB
Acquisition Corp. and Adirondack Financial Services
Bancorp, Inc. dated as of January 23, 1999.
Exhibit 2.2 First Amendment to Agreement of Merger among CNB Bancorp,
Inc., CNB Acquisition Corp. and Adirondack Financial
Services Bancorp, Inc., dated April 2, 1999.
Exhibit 20 CNB Bancorp, Inc. press release dated June 1, 1999.
Exhibit 2.1 is incorporated by reference to the Current Report on Form
8-K of Registrant filed on February 8, 1999.
Financial Information
It is impractical for Registrant to provide the financial statements
and pro forma financial information required by Item 7 at this time.
Registrant will file such financial statements and pro forma financial
information under cover of Form 8-K no later than August 15, 1999.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DATED: June 9, 1999.
CNB Bancorp, Inc.
/s/ George A. Morgan
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George A. Morgan, Executive Vice President
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INDEX TO EXHIBITS
Exhibit Number Description
Exhibit 2.1 Agreement of Merger by and among CNB Bancorp, Inc., CNB
Acquisition Corp. and Adirondack Financial Services
Bancorp, Inc. dated as of January 23, 1999.*
Exhibit 2.2 First Amendment to Agreement of Merger among CNB
Bancorp, Inc., CNB Acquisition Corp. and Adirondack Financial
Services Bancorp, Inc., dated April 2, 1999.
Exhibit 20 CNB Bancorp, Inc. press release dated June 1, 1999.
* previously filed
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Exhibit 2.2
First Amendment
to
Agreement of Merger
This First Amendment (this "First Amendment") is made and
entered into as of the 2nd day of April, 1999, by and among CNB BANCORP,
INC., a New York corporation ("CNB"), CNB ACQUISITION CORP., a Delaware
corporation and wholly-owned subsidiary of CNB ("ACQUISITION"), and
ADIRONDACK FINANCIAL SERVICES BANCORP, INC., a Delaware corporation
("Adirondack").
Recitals
Whereas, CNB and ADIRONDACK and ACQUISITION have entered into
an Agreement of Merger dated January 23, 1999 (the "Agreement") and ;
Whereas, the respective boards of directors of CNB and
ADIRONDACK and ACQUISITION desire to amend the terms of the agreement;
Now therefore in consideration of the mutual covenants and
premises herein contained, the sufficiency of which is hereby acknowledged,
CNB and ADIRONDACK and ACQUISITION hereby enter into this First Amendment and
prescribe the revised terms and conditions of the Agreement as follows:
AGREEMENT
1. Unless otherwise provided herein, all capitalized terms used
herein shall have the same meaning as is given to them in the Agreement.
2. Article IV, Section 4.13 (a) of the Agreement is hereby
deleted in its entirety and replaced with the following:
4.13 Board of Directors of CNB. At the Effective Time,
CNB shall cause two persons to be added to the Board of
Directors of CNB, who shall also be added to the Board of
Directors of City. The following persons, namely, Dr. Priscilla
J. Bell, Timothy E. Delaney, Lewis E. Kolar, Donald I. Lee,
Richard D. Ruby, and Dr. Robert J. Sofarelli, shall be entitled
to serve as either a director of: (i) CNB or City or (ii) as an
advisory director of CNB or City until October 9, 2003. The
duties and compensation of any such advisory director shall be
determined from time to time at the sole discretion of CNB or
City as the case may be.
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IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
executed and attested to on their behalf by the following officers thereunto
duly authorized as of the day and year first written above.
CNB BANCORP, INC. CNB ACQUISITION CORP.
By: /s/ William N. Smith By: /s/ William N. Smith
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Title: President Title: President
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ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
By: /s/ Lewis E. Kolar
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Title: President & CEO
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Exhibit 20
CNB Bancorp, Inc.
OVER 110 YEARS OF BANKING SERVICE
WILLIAM N. SMITH, PRESIDENT
GEORGE A. MORGAN, VICE PRESIDENT AND SECRETARY
MICHAEL J. FRANK, TREASURER
BRIAN R. SEELEY, AUDITOR
Effective June 1, 1999
Larry Peck, Marketing Officer
FOR IMMEDIATE RELEASE:
CNB Bancorp, Inc. Completes Acquisition of Adirondack Financial
Services Bancorp, Inc.
The acquisition of Adirondack Financial Services Bancorp, Inc. of
Gloversville by CNB Bancorp, Inc., headquartered in Gloversville,
New York has been completed. The transaction has been approved by
Adirondack's shareholders and regulatory authorities.
Adirondack is the parent company for Gloversville Federal Savings
and Loan Association, which, in addition to its office in
Gloversville, operates a branch in Saratoga Springs, New York.
Adirondack was formed in December 1997, to acquire all the common
stock of Gloversville Federal Savings upon its conversion from a
mutual savings institution to a stock institution. On April 6, 1998,
Adirondack completed its initial public offering. The Gloversville
Federal Savings Charter dates back to 1923.
CNB Bancorp is the parent company for City National Bank and Trust
Company, which operates offices in the communities of Gloversville,
Perth, Johnstown and Northville. The company is highly respected
with a history that dates back to 1887 and has total assets of over
$250 million.
CNB Bancorp paid $15 million in cash in the aggregate for all of the
outstanding shares of Adirondack. The per share purchase price was
$21.92 per share at closing. The transaction will be accounted for
as a purchase.
CITY NATIONAL BANK AND TRUST COMPANY
P.O. BOX 873, GLOVERSVILLE, NEW YORK 12078
PHONE (518) 773-7911 FAX (518) 725-2730
