<PAGE>
REGISTRATION STATEMENT NO.333-04640
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CNB, INC.
(Name of small business issuer as specified in its charter)
FLORIDA 6712 59-2958616
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)
210 NORTH MARION STREET
LAKE CITY, FLORIDA 32056
(904) 755-3240
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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K.C. TROWELL
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
CNB, INC.
201 NORTH MARION STREET
LAKE CITY, FLORIDA 32058
(904) 755-3240
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
HALCYON E. SKINNER, ESQ. RODERICK N. JONES, ESQ.
MAHONEY ADAMS & CRISER, P.A. SHUTTS & BOWEN, L.L.P.
50 NORTH LAURA STREET 20 N. ORANGE AVE., SUITE 1000
JACKSONVILLE, FLORIDA 32202 ORLANDO, FLORIDA 32801-4626
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Upon the effective date of merger described in this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and and there is compliance
with General Instruction G, please check the following box.[ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) PRICE PER UNIT (1) PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share
(including preferred
stock purchase rights) 483,886 $9.00 $4,354,974 $1,501.71
</TABLE>
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(1) Based upon an assumed number of shares that may be issued in the merger
described herein. Such assumed maximum number is based upon the maximum
number of shares of common stock, $.0067 par value ("Riherd Common Stock"),
of Riherd Bank Holding Company ("Riherd") that may be outstanding
immediately prior to the merger. See "THE MERGER -- Description of CNB
Capital Stock."
(2) Estimated solely for the purpose of determining the registration fee.
Pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended
(the "Securities Act"), the maximum aggregate offering price is based on
the book value as of December 31, 1995, of the securities to be
registered.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
AVAILABLE INFORMATION
CNB is subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). Such reports, proxy statements and other
information can be inspected and copied at the SEC's public reference room
located at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the public
reference facilities in the SEC's regional offices located at: Northwestern
CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
and Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of
such materials can be obtained at prescribed rates by writing to the Securities
and Exchange Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
CNB has filed with the SEC a Registration Statement on Form S-4 (together
with any amendments and exhibits thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the shares of CNB Common Stock to be issued pursuant to the Merger. This Proxy
Statement-Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC. Such additional information may be
obtained from the public reference room of the SEC, 450 Fifth Street, N.W., in
Washington, D.C. 20549. Statements contained in this Proxy Statement-Prospectus
or in any document incorporated by reference in this Proxy Statement-Prospectus
as to the contents of any contract or other document referred to herein or
therein are not necessarily complete, and in each instance reference is made to
the copy of such contract or other document filed as an exhibit to the
Registration Statement or such other document, each such statement being
qualified in all respects by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Proxy Statement-Prospectus incorporates by reference documents
relating to CNB, which documents are not presented herein or delivered herewith.
Such documents, excluding exhibits unless specifically incorporated herein, are
available without charge upon request to K.C. Trowell, Chief Executive Officer,
CNB, Inc., 201 North Marion Street, Lake City, Florida 32055. Telephone
requests may be directed to (904) 755-3240.
The following documents filed with the SEC by CNB are incorporated herein,
as of their respective filing dates, by reference in this Proxy Statement-
Prospectus: (i) CNB's Annual Report on Form 10-KSB for the year ended December
31, 1995, (ii) CNB's Quarterly Report on Form 10-QSB for the three months ended
March 31, 1996 and (iii) CNB's Form 8-K filed on July 14, 1994, and Form 8-K
filed on April 22, 1994. In addition, a copy of CNB's Annual Report on
Form 10-KSB, as amended, for the year ended December 31, 1995, and a copy of
CNB's Quarterly Report on Form 10-QSB for the period ended March 31, 1996, will
accompany this Prospectus.
All documents filed by CNB pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date hereof and prior to the date of the
Special Meeting (as defined in "SUMMARY -- The Special Meeting") shall be deemed
to be incorporated herein by reference and to be a part of such filing. Any
statement contained herein or in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part hereof, except as so modified or superseded.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT-PROSPECTUS AND, IF GIVEN OR
<PAGE>
NON-PERFORMING ASSETS AND PAST DUE LOANS
Non-performing assets consist of non-accrual loans and residential and
commercial properties acquired in partial or total satisfaction of problem loans
which are known as "other real estate owned" or "OREO." Past due loans are
loans that are delinquent 30 days or more which are still accruing interest.
Maintaining a low level of non-performing assets is important to the
ongoing success of any financial institution. Riherd's credit review and
approval process is critical to Riherd's ability to minimize non-performing
assets on a long term basis. In addition to the negative impact on interest
income, non-performing assets also increase operating costs due to the expense
of collection efforts. It is Riherd's policy to place all loans which are past
due 90 days or more on non-accrual status, unless the loan principal and
interest are determined by management to be fully collateralized and in the
process of collection.
The following table presents Riherd's non-performing assets and past due
loans for March 31, 1996 and December 31, 1995, 1994 and 1993:
NON-PERFORMING ASSETS AND 90 DAY PAST DUE LOANS
<TABLE>
<CAPTION>
March 31, December 31,
--------- ----------------------------
1996 1995 1994 1993
(all amounts in thousands)
<S> <C> <C> <C> <C>
Non-Accrual Loans $ 0 $ 0 $167 $25
OREO and in substance
foreclosed loans, net 156 155 188 273
---- ---- ---- ----
Total Non Performing Assets $156 $155 $355 $298
==== ==== ==== ====
Accruing Loans Past Due $ 0 $ 0 $ 7 $181
90 Days ==== ==== ==== ====
</TABLE>
Of the total loan portfolio of $19.727 million at December 31, 1995, no
loans were classified as non-performing, a decrease of $167,000 from year end
1994. Non-performing loans at December 31, 1994, consisted of commercial, real
estate, and installment loans. As of March 31, 1996, management of Riherd and
F&D Bank is not aware of any credit problems of borrowers that could have any
material and adverse effect upon the financial condition or the current
operations of Riherd or F&D Bank.
Other real estate owned at December 31, 1995 consisted of $55,000 of
residential real estate and $100,000 of commercial real estate. Riherd believes
that the carrying value of its OREO portfolio is realizable.
The total of non-performing assets at March 31, 1996 was $155,806 compared
to $155,008 at December 31, 1995. Non-accrual loans, of which there were none
at March 31, 1996 and December 31, 1995, have recently been increased to
$25,000. At March 31, 1995, non-accrual loans totalled $5,563. As of March 31,
1996, Riherd had $155,806 of other real estate, compared with a total of
$155,008 at December 31, 1995, and $188,092 at March 31, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida,
on the 19th day of July, 1996.
CNB, INC. (Registrant)
By: /s/ K.C. TROWELL
-----------------------------------
K. C. Trowell, Chairman and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
PAGINATION/
EXHIBIT EXHIBIT NUMBERING
NUMBER DESIGNATION SYSTEM
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(2) *Agreement and Plan of Merger dated Appendix A to Proxy
February 26, 1996, by and among CNB, Statement-Prospectus
Inc., and Riherd Bank Holding Company.
(5) **Opinion of Mahoney Adams & Criser, P.A.
as to the legality of shares.
(8) *Opinion of Mahoney Adams & Criser, as
to certain federal income tax matters.
(10)(a) Voting Trust Agreement (incorporated by reference
to Exhibit 9.1 to CNB's
Registration Statement No.
33-71082 on Form S-4)
(10)(b) Employment Agreement dated August 3, (incorporated by reference
1987, as amended by Employment Agreement to Exhibit 10.4 to CNB's
Amendment dated as of July 20, 1994. Registration No. 33-71082
on Form S-4)
(13)(a) *Annual Report on Form 10-KSB for the
year ended December 31, 1995
(13)(b) *Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1996
*Amendment to Annual Report on Form 10-405A
for the year ended December 31, 1995
(23)(a) Consent of Osburn, Henning & Company
(relating to financial statements of
CNB, Inc.)
(23)(b) **Consent of Mahoney Adams & Criser, P.A.,
counsel to CNB, Inc. (included in
Exhibit (5)).
(23)(c) Consent of Rex, Meighen & Co., (relating
to financial statements of Riherd Bank
Holding Company)
(23)(d) *Consent of Mercer Capital (Opinion included
as Appendix B to Proxy Statement-Prospectus).
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*Previously filed.
**To be filed by amendment.
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EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement
of CNB, Inc. on Form S-4 of our report dated January 19, 1996, appearing in the
Annual Report on Form 10-KSB/A of CNB, Inc. for the year ended December 31,
1995, and to the reference to us under the heading "Experts" in the Prospectus,
which is part of such Registration Statement.
/s/ OSBURN, HENNING AND COMPANY
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OSBURN, HENNING AND COMPANY
Orlando, Florida
July 17, 1996
<PAGE>
Exhibit 23(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the inclusion in this Registration Statement of CNB, Inc. on
Form S-4 of our report dated January 12, 1996, relating to the consolidated
balance sheet of Riherd Bank Holding Company and subsidiary as of December 31,
1995 and December 31, 1994, and the related consolidated statements of
operations, stockholders' equity, an cash flows for the two years then ended,
and to the reference to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
Rex Meighen & Company
Certified Public Accountants
Tampa, Florida
July 17, 1996
