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 20, 1999 for the purpose of considering and voting upon the
following matters:
1. To elect three directors.
2. 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 19, 1999. 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, 1998
is being mailed to all shareholders together with this notice of the annual
meeting. The annual report is not part of the proxy soliciting material.
By Order of the Board of Directors
George A. Morgan
Vice President & Secretary
March 19, 1999
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.
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
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 20, 1999
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 20, 1999 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. This proxy statement and the form of
proxy are first being sent to shareholders on March 19, 1999. 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.
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, 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.
<PAGE>
As of March 19, 1999, there were 1,600,000 shares of common stock, $2.50 par
value, of the Company outstanding. Only holders of such stock at the close of
business on March 19, 1999 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 January 31, 1999, of the total outstanding,
13,784 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.
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 2000 ANNUAL MEETING
In order for shareholder proposals to be eligible for inclusion in the
Company's proxy material relating to its 2000 Annual Meeting, they must be
directed to the Secretary of the Company and received no later than November
19, 1999.
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. Leon Finkle will not stand
for re-election having reached the mandatory retirement age for directors.
The Board of Directors has fixed the number of directors at ten. 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 1, to expire at the
annual meeting to be held in 2002. 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.
It is the intention of the persons named in the proxy to vote for the
election of the following nominees,
<PAGE>
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>
Name, Age, Other Positions with
the Company, Principal Occupation No. of Common Shares Percent
and Directorships of Other Director Term Beneficially Owned on of Shares
Publicly Owned Companies Since<F1> Expires January 31, 1999<F2> Outstanding
<S> <C> <C> <C> <C>
CLASS 1
William N. Smith, 58
Chairman of the Board,
President and Chief Executive
Officer of the Company and the Bank 1982 1999 17,000.<F3> 1.05
Brian K. Hanaburgh, 49
Owner
D/B/A McDonald's Restaurants
Fast Food Restaurants 1994 1999 1,200.<F4> .08
Clark Easterly, Sr., 72
Chairman of the Board
The Johnstown Knitting Mill Company
Manufacturer of Knitwear 1992 1999 3,632.<F5> .23
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR
OF THESE NOMINEES.
<PAGE>
The following named members of the Board of Directors of CNB Bancorp, Inc.
will continue in office until the end of their terms:
CLASS 2
John C. Miller, 68
President
John C. Miller, Inc.
Automobile Dealer 1971 2000 50,000. 3.13
Frank E. Perrella, 71
President
Sira Corp
Consultant 1980 2000 34,900.<F6> 2.18
Robert L. Maider, 67
Attorney-at-Law
Maider & Smith 1981 2000 17,544. 1.10
CLASS 3
George A. Morgan, 56
Vice President and Secretary
of the Company
Executive Vice President,
Cashier and Trust Officer
of the Bank 1991 2001 10,816.<F7> .67
Clark D. Subik, 44
President
Superb Leather, Inc.
Leather Merchandiser 1995 2001 1,600. .10
Deborah H. Rose, 48
Vice President
Hathaway Agency, Inc.
General Insurance 1996 2001 4,350.<F8> .27
Theodore E. Hoye, III, 50
President
First Credit Corporation
Financing & Insuring of
Manufactured Housing 1998 2001 5,360.<F9> .34
<PAGE>
<FN>
<F1> Year in which Director was first elected to the Board of Directors of
the Company or the Bank.
<F2> 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.
<F3> Includes 15,000 shares issuable upon the exercise of exercisable stock
options
<F4> Includes 300 shares owned individually by his spouse.
<F5> Includes 1,400 shares owned individually by his spouse.
<F6> Includes 34,000 shares owned individually by his spouse as well as 100
shares owned as custodian
<F7> Includes 10,000 shares issuable upon the exercise of exercisable stock
options.
<F8> Includes 1,350 shares owned as custodian.
<F9> Includes 2,400 shares in the name of First Credit Corporation and 2,760
shares in a Money Purchase and Profit Sharing Plan.
</FN>
</TABLE>
BOARD MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company met six times during 1998. All members
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 1998. Its members are Messrs. Smith, Chairman;
Maider, 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; Easterly, Chairman; Hoye, Rose and Subik. These
Committees met six times in 1998. The Committees each year verify certain
assets of the Bank. KPMG 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 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.
<PAGE>
The Bank has a Compensation Committee that met five times in 1998. Its
members are Messrs. Perrella, 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 1998, all filing requirements applicable to
officers and directors were met.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP, were the Company's independent auditors for the fiscal year most
recently completed. While no accountants have been selected for the current
year, the Company anticipates that KPMG LLP will continue as the Company's
independent auditors. Representatives of KPMG LLP, will be present at the
shareholders meeting.
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 1998.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
Name and All Other
Principal Position Year Salary Bonus Options (#) Compensation(1)
William N. Smith, 1998 $176,000 $7,040 30,000 $20,223
Chairman of the Board, 1997 $169,000 $6,760 0 $16,567
President and 1996 $159,000 $6,360 0 $14,918
Chief Executive
Officer of the Company
and the Bank
<PAGE>
Long Term
Annual Compensation Compensation
Name and All Other
Principal Position Year Salary Bonus Options(#) Compensation(1)
George A. Morgan 1998 $117,000 $4,680 20,000 $16,457
Vice President and 1997 $113,000 $4,520 0 $14,764
Secretary of the 1996 $106,000 $4,240 0 $13,054
Company and Executive
Vice-President, Cashier
and Trust Officer
of the Bank
(1) Includes contributions to Mr. Smith's profit sharing plan account of
$11,973, $9,167 and $9,068 and Board of Directors fees of $8,250, $7,400 and
$5,850 for the years 1998, 1997 and 1996 respectively and contributions to
Mr. Morgan's profit sharing plan account of $8,207, $7,364 and $7,204 and
Board of Directors fees of $8,250, $7,400 and $5,850 for the same period.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on grants of stock options in 1998
to the named executives.
<CAPTION>
Potential realizable
Number of Percent of value at assumed
securities total options annual rate of stock
underlying granted to Exercise price appreciation
options employees in or base Expiration for option term
Name granted (#) fiscal year price ($/Sh) date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
William N. Smith 30,000 45.8% $35.50 10/26/08 $669,773 $1,697,336
George A. Morgan 20,000 30.5% $35.50 10/26/08 $446,515 $1,131,557
</TABLE>
<PAGE>
AGGREGATED OPTION EXERCISES IN 1998
AND YEAR-END OPTION VALUES
The following table sets forth the options exercised in 1998 and the December
31, 1998 unexercised value of both vested and unvested options for the named
executives.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
Shares at Year End (#) at Year End ($)
Acquired On Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable<F1>
<S> <C> <C> <C> <C>
William N. Smith 0 0 15,000/15,000 $26,250/$26,250
George A. Morgan 0 0 10,000/10,000 $17,500/$17,500
None of the named executive officers elected to exercise any options during
the fiscal year ended December 31, 1998.
<FN>
<F1> Value is based on the $37.25 closing price per share of common stock on
December 31, 1998, less the exercise price of $35.50 per share, multiplied by
the total number of shares subject to exercisable or unexercisable options,
as applicable. The actual amount, if any, realized upon the exercise of stock
options will depend upon the market value of the Company's common stock
relative to the exercise price per share of the optioned stock at the time
the stock option is exercised.
</FN>
</TABLE>
EMPLOYMENT ARRANGEMENTS
The Company and the Bank have entered into agreements with William N. Smith
and George A. Morgan which provide that if a "change of control" of the
Company or the Bank should occur, Mr. Smith and Mr. Morgan will be entitled
to continued employment by the Company and the Bank for a minimum of five
years following the "change of control" with the same position and duties
held at the time of a "change of control" and at salaries which are no less
than those in effect at the time the "change of control" occurs. If, within
five years of a "change of control", the Company or the Bank should terminate
Mr. Smith's or Mr. Morgan's employment for reasons other than "cause" or
disability or if Mr. Smith or Mr. Morgan should resign for "good reason" he
would be entitled to a lump sum termination payment equal to three times his
annual compensation plus, if applicable, a grossed up amount so that the
after tax amount is equal to any excise tax imposed on such termination
payment pursuant to Internal Revenue Code Section 4999.
<PAGE>
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; $550.00 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.
ESTIMATED ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED
Highest 5-Year Average 20 Years 30 Years 40 Years
Base Compensation Service Service Service
$ 25,000 $ 6,300 $ 9,450 $ 12,588
50,000 14,449 21,674 28,412
75,000 23,199 34,799 45,287
100,000 31,949 47,924 62,162
125,000 40,699 61,049 79,037
150,000 49,449 74,174 95,912
175,000 58,199 87,299 112,787
200,000 66,949 100,424 129,662
250,000 84,449 126,674 163,412
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
<PAGE>
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 1998, the
aggregate amount expensed for retirement contributions to the Plan equaled
approximately 2.77% 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, 1998, William N. Smith had 23 years of credited service
with the Bank and George A. Morgan had 31 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
<PAGE>
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.
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 operate.
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: Frank E. Perrella, Chairman;
Clark Easterly, Sr., and John C. Miller. No member of the Compensation
Committee is or was formerly an officer of the Company or the Bank.
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 1998, loans to directors and executive officers, together with
their business interests, reached maximum aggregate totals of $4,357,561, or
13.83% of the December 31, 1998 equity capital accounts. At year-end 1998,
loans to directors and executive officers, together with their business
interests, were $2,230,640, or 7.08% of the December 31, 1998 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 1998, the Bank made
payments to this firm for services in the amount of $35,481.36.
<PAGE>
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, 1993 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 nation's
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.
(GRAPH)
<PAGE>
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 1998, 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 19, 1999
Enclosure
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