<PAGE>
[LOGO]
CNB, INC.
201 North Marion Street
Lake City, Florida 32055
April 3, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of CNB, Inc. ("CNB") to be held on Wednesday, April 16, 1997, commencing at
10:00 A.M. Eastern Standard Time at Camp Weed and the Cerveny Conference
Center which is located off US 90, 5 miles east of Live Oak, Florida and 15
miles west of I-75. A formal Notice setting forth the business to come
before the meeting and a Proxy Statement are attached. The purpose of the
meeting is to consider and vote upon the Proposal explained in the Notice and
the Proxy Statement.
It is important that your shares be represented at the Annual Meeting
whether or not you plan to attend the Annual Meeting in person. The Board of
Directors requests that you carefully review these materials before
completing, signing and dating the enclosed proxy and returning it in the
postage paid envelope provided for your use. If you later decide to attend
the Annual Meeting and vote in person, or if you wish to revoke your proxy
for any reason prior to the vote at the Annual Meeting, you may do so and
your proxy will have no further effect.
Also note, the Company has elected to pay the 1997 Florida Intangible
Tax as agent for its stockholders.
Sincerely,
/s/ K.C. Trowell
K.C. Trowell
Chairman
<PAGE>
CNB, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 16, 1997
To the Holders of Common Stock:
Notice is hereby given that the Annual Meeting of Shareholders of CNB, Inc.
(the "Company" or "CNB") will be held on Wednesday, April 16, 1997 at 10.00
A.M. at Camp Weed and the Cerveny Conference Center which is located off US
90, 5 miles east of Live Oak, Florida and 15 miles west of I-75 to consider
and act upon the following matters:
1. Election of thirteen directors of the Company, each for a one year
term.
2. Such other business as may properly come before the Annual Meeting
or any adjournments thereof.
Only shareholders of record of the Company's Common Stock at the close of
business on April 3, 1997, are entitled to receive notice of, and to vote on,
all business that may come before the Annual Meeting.
Whether or not you plan to attend the meeting, please complete, sign and date
the enclosed proxy and return it promptly to the Company in the postage paid
envelope provided for your use. You may revoke the proxy at any time before
it is exercised by following the instructions set forth on the first page of
the accompanying Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ Joyce Bruner
Joyce Bruner
Corporate Secretary
Dated: April 3, 1997
<PAGE>
PROXY STATEMENT
Annual Meeting of Shareholders
CNB, INC.
P. O Box 3239
Lake City, Florida 32056
GENERAL
This Proxy Statement is being furnished to holders of CNB, Inc. (the
"Company" or "CNB") Common Stock in connection with the solicitation of
proxies by the Board of Directors of CNB for use at the Annual Meeting of
Shareholders. The Annual Meeting of Shareholders will be held on Wednesday,
April 16, 1997, commencing at 10:00 A.M. Eastern Standard Time at Camp Weed
and the Cerveny Conference Center which is located off US 90, 5 miles east of
Live Oak, Florida and 15 miles west of I-75.
This Proxy Statement and the attached Notice and Form of Proxy are first
being mailed to holders of CNB Common Stock on or about Thursday, April 3,
1997.
The mailing address of the principal office of the Company is CNB, Inc., P.O.
Box 3239, Lake City, Florida 32056.
VOTING OF PROXIES
Shares represented by proxies properly signed and returned, unless
subsequently revoked, will be voted at the Annual Meeting of Shareholders in
accordance with the instructions thereon. If a proxy is signed and returned
without indicating any voting instructions, the shares represented by the
proxy will be voted FOR approval on the proposals stated in this Proxy
Statement and in the discretion of the holders of the proxies on other
matters that may properly come before the Annual Meeting of Shareholders.
Any holder of CNB Common Stock who has executed and delivered a proxy may
revoke such proxy at any time before it is voted by attending the Annual
Meeting of Shareholders and voting in person, by giving written notice of
revocation of the proxy or by submitting a signed proxy bearing a later date.
Such notice of revocation or later proxy should be sent to the attention of
Joyce Bruner, Corporate Secretary, CNB, Inc., P.O. Box 3239, Lake City,
Florida 32056. In order for the notice of revocation or later proxy to
revoke the prior proxy, such notice or later proxy must be received by CNB
prior to the vote of shareholders at the Annual Meeting of Shareholders.
Attendance at the Annual Meeting of Shareholders will not in itself revoke a
proxy.
VOTING PROCEDURES
The Company's Second Amended and Restated By-laws provide that a majority of
shares entitled to vote and represented in person or by proxy at a meeting of
the shareholders constitutes a quorum. Under the Florida Business
Corporation Act (the "Act"), directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is present. Other matters are approved if affirmative votes
cast by the holders of the shares represented at a meeting at which a quorum
is present and entitled to vote on the subject matter exceed votes opposing
the action, unless a greater number of affirmative votes or voting by classes
is required by the Act or the Company's Amended and Restated Articles of
Incorporation. Therefore, except under those limited circumstances,
abstentions and broker non-votes have no effect under Florida law.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The Board of Directors of CNB has fixed the close of business on April 3,
1997, as the CNB Record Date for the determination of holders of CNB Common
Stock entitled to receive notice of and to vote at the Annual Meeting of
Shareholders. At the close of business on April 3, 1997, there were issued
and outstanding 1,937,905 shares of CNB Common Stock entitled to vote at the
Annual Meeting of Shareholders held by 529 shareholders of record. Holders
of CNB Common Stock outstanding on April 3, 1997 are entitled to one vote for
each share held of record upon each matter properly submitted to CNB
shareholders at the Annual Meeting of Shareholders.
<PAGE>
PURPOSE
The business that management anticipates will be transacted at the
meeting is as follows:
PROPOSAL 1: ELECTION OF DIRECTORS.
The Directors nominated for election at the 1997 Annual Meeting of
Shareholders are Thomas R. Andrews, C. Lavoye Boggus, Audrey S. Bullard,
Seymour Chotiner, Roy C. Dicks, Marvin H. Pritchett, Helen B. Real, Paul M.
Riherd, A. Leonard Schlofman, Jimmie L. Scott, T. Allison Scott, William
Streicher and K.C. Trowell. In order to be elected, each nominee must
receive a plurality of the votes cast, which shall be counted as described in
VOTING PROCEDURES on page 1. The accompanying proxy, unless otherwise
specified, will be voted FOR the election of the persons named above. If any
nominee should become unavailable, which is not now anticipated, the persons
voting the accompanying proxy may, in their discretion, vote for a
substitute.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE NOMINEES.
The following table sets forth certain information with respect to the
nominees for director who are present Directors of the Company and who, with
the exception of Mr. Riherd, also serve as directors of the Company's wholly
owned subsidiary, CNB National Bank (the "Bank"). Members of the Board of
Directors will serve until the next annual meeting of shareholders, and
thereafter until their respective successors are elected and qualified.
Except as otherwise indicated, each person has been or was engaged in his
present or last principal occupation, in the same or a similar position, for
more than five years. Executive officers are elected by the Board of
Directors at their first meeting following the annual meeting of the
shareholders.
<TABLE>
<CAPTION>
NAME AGE POSITIONS HELD AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS
- ---- --- -------------------------------------------------------------------
<S> <C> <C>
Thomas R. Andrews 51 Mr. Andrews was elected to the Board of Directors of the Company in March 1994
and serves on the Compensation Committee. Mr. Andrews previously served as
Chairman of the Board of Directors for the former Bradford Bankshares, Inc. He
is the owner of Belco Enterprises, a commercial real estate company. Mr. Andrews
is also President of the Children's Home Society Foundation of Florida.
C. Lavoye Boggus 64 Mr. Boggus was elected to the Board of Directors of the Company in 1988 and
serves on the Executive, Compensation and Marketing Committees. Mr. Boggus
is a businessman in Live Oak, Florida, and former long-time director of First
Commercial Bank of Live Oak (currently NationsBank). Mr. Boggus served in the
United States Navy, is a graduate of Bradley University, and presently owns and
operates Live Oak Jewelry. In addition, Mr. Boggus is an active member of the
Suwannee County Chamber of Commerce.
Audrey S. Bullard 54 Ms. Bullard was elected to the Board of Directors of the Company in 1987 and
serves on the Executive, Compensation, Investment and Marketing Committees.
Ms. Bullard is a long-time resident of Lake City and is a native of the North Central
Florida area. A practicing certified public accountant, Ms. Bullard is an officer and
part owner of Bullard Development Co. and A & R of Lake City, as well
as several partnerships and land development firms. Ms. Bullard has been active
in numerous civic and service organizations, including the Chamber of Commerce,
Lake Shore Hospital, Advent Christian Advisory Board, Columbia County Public
School Foundation, and the Lake City/Columbia County Beautification Board.
2
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Seymour Chotiner 73 Mr. Chotiner was elected to the Board of Directors of the Company in 1988 and
serves on the Audit, Investment and Marketing Committees. Mr. Chotiner is a
long-time resident of Live Oak, Florida, and is presently a licensed real estate broker
and a state certified general appraiser in Live Oak. Mr. Chotiner is a graduate of
St. John's University Law School and is presently an inactive member of the New
York and an active member of the Florida Bar Associations. As well as being a self-
employed real estate broker and appraiser, Mr. Chotiner has served as an appointed
member of the Governing Board for Suwannee River Water Management District,
a member of the Steering Committee for the Suwannee County Museum
Commission.
Roy C. Dicks 83 Mr. Dicks was elected to the Board of Directors of the Company in 1987 and serves
on the Marketing Committee. Mr. Dicks is a retired businessman who owned and
operated a trucking and harvesting business in south Florida for forty-three years.
Mr. Dicks has formerly worked as a tree farmer and a rancher, and also owned and
operated Big D Truck Stop in Lake City, Florida, from 1965 to 1981. In addition,
he was previously a principal shareholder in Columbia County Speedway, a local
automobile racetrack, from 1974 to 1980.
Marvin H. Pritchett 63 Mr. Pritchett was elected to the Board of Directors of the Company in 1988 and
serves on the Executive and Compensation Committees. Mr. Pritchett resides in
Lake Butler, Florida, where he is a self-employed business owner and investor. Since
1981, he has owned Pritchett Trucking, Inc., a trucking and hauling firm, of which
he also serves as President, and Pritchett, Inc., a timber firm. He is also in the
business of hauling and selling rock materials through his companies, Bulldog Truck
Lines, Inc., and GP Materials, Inc., and is owner of the MH Pritchett Farm in
Lake Butler, a cattle operation. Mr. Pritchett is CEO of Pritchett Investment
Group which owns Mack Truck dealerships in Jacksonville, Tampa and Orlando,
Florida.
Helen B. Real 70 Ms. Real was elected to the Board of Directors of the Company in 1988 and serves
on the Audit and Marketing Committees. Ms. Real resides in Lake City, Florida.
She is retired, but formerly was President and part owner of Interstate Supply Co.,
an electrical supply business.
Paul M. Riherd 69 Mr. Riherd was elected to the Board of Directors of the Company in October 1996.
Mr. Riherd served as President of the former Farmers and Dealers Bank from 1964
through 1993. He is a charter member of Lake Butler Rotary Club and has been
a director of Independent Bankers' Bank of Florida. He has also served as a past
director for the North Central Florida Regional Planning Council and the Suwannee
River Economic Council.
A. Leonard 44 Dr. Schlofman was elected to the Board of Directors of the Company in March
Schlofman 1994 and serves on the Audit Committee. He served as director of the former
Bradford Bankshares, Inc. Dr. Schlofman is an optometrist and served in the United
States Navy from 1979 until 1981, when he went into private practice as Leonard
Schlofman, O.D., P.A. He served for 5 years as a prison optometrist for the Florida
Department of Corrections and is currently under contract with the Department as
a consulting optometrist. In 1996, He was appointed by the Governor to the Florida
State Board of Optometry. Dr. Schlofman is active in the Kiwanis, the Chamber
3
<PAGE>
of Commerce and the Elk's Club of Starke, Florida and also serves on the legislative
committee for the Florida Optometric Association. He was a Bradford County School
Board Member from 1982 to 1990.
Jimmie L. Scott 55 Mr. Scott was elected to the Board of Directors of the Company in March 1994.
He served as director of the former Bradford Bankshares, Inc. He has been
comptroller for Associated Minerals (USA), Inc. since 1972. Mr. Scott is active
in several civic and service organizations such as the Chamber of Commerce,
the N.A..A.C.P., the Bradford County School Board and the Bradford Association
for Retarded Citizens.
T. Allison Scott 54 Mr. Scott was elected to the Board of Directors of the Company in 1988 and serves
on the Audit, Investment and Marketing Committees. Mr. Scott, a lifetime
resident and businessman of Live Oak, Florida, is owner and manager of Cheek and
Scott Drugs, Inc., and Cheek and Scott Home Healthcare. Mr. Scott, who
graduated magna cum laude from the University of Georgia School of Pharmacy in
1965, presently holds a pharmacist license with both the Florida and Georgia Boards
of Pharmacy. Mr. Scott is also an active timber farmer. Mr Scott has served as
Vice-Chairman and Chairman of the Suwannee Development Authority.
William Streicher 61 Mr. Streicher was elected to the Board of Directors of the Company in 1990 and
serves on the Audit, Compensation and Investment Committees. He owns and
operates several McDonald's restaurant franchises in the Company's Primary Servie
Area and also has served on the board of Ronald McDonald House Charities at
Shands Hospital in Gainesville, Florida for over 10 years. He attended Morningside
College in Souix City, Iowa. He is past chairman and a past board member of the
Lake City Community College and is a member of the Lake City Rotary Club.
K. C. Trowell 58 Mr. Trowell, Chairman, President and Chief Executive Officer of the Company and
the Bank was elected to the Board of Directors in 1987 and serves as Chairman of
the Executive Committee. Mr. Trowell also serves on the Investment, Marketing
and Compensation Committees. Although Mr. Trowell serves on the Compensation
Committee, he abstains from voting on decisions which involve his own
compensation. He has served as the Chairman and Chief Executive Officer of the
Company since its inception in 1987. Mr. Trowell is a Lake City, Florida, native
and has been actively involved in commercial banking management in North Florida
for over twenty-five years. He has also held management positions with NationsBank
of Lake City (and its predecessors), American Bank of Jacksonville, and Barnett
Banks, Inc. He presently serves as Chairman of the Board of Trustees of Florida
Bankers Insurance Trust. He is a past director of Community Bankers of Florida,
past director of the Columbia County Committee of 100, past director of North
Central Florida Areawide Development Company, and a former board member and
chairman of Lake City Medical Center and Columbia County Industrial Development
Authority.
</TABLE>
LEGAL PROCEEDINGS
The Company is not a party to, nor is any of its property the subject of,
any material pending legal proceedings.
4
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SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers and directors, and
any persons owning more than 10 percent of a class of the Company's stock,
to file certain reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). During 1996, the executive
officers and directors of the Company filed with the SEC on a timely basis
all required reports relating to transactions involving equity securities of
the Company beneficially owned by them, except that Audrey S. Bullard, R. C.
Dicks, Marvin H. Pritchett, Helen B. Real, A. Leonard Schlofman, William
Streicher and K. C. Trowell , all directors of the Company, made one late
filing relating to stock purchases in 1996. The Company assumes
responsibility in the preparation and filing of beneficial ownership reports.
BOARD OF DIRECTORS AND STANDING COMMITTEES; DIRECTOR COMPENSATION
If elected, the 13 nominees will constitute the Board of Directors of the
Company. During 1996, the Board held a total of six regular meetings and two
special meetings.
The Board of Directors maintains an Audit Committee, an Executive Committee
and a Compensation Committee, which are described below. Members of these
committees are elected annually at the Board meeting immediately following
the Annual Meeting of Shareholders. Under the Company's Bylaws, the Board of
Directors is authorized to designate other members of the Board to serve in
the place of absent members of any committee.
The Compensation Committee comprises Mr. Andrews, Ms. Bullard, Mr. Boggus,
Mr. Pritchett, Mr. Streicher and Mr. Trowell. During 1996 this committee
held one meeting. The Compensation Committee is principally responsible for
developing and recommending to the Company's Board of Directors stock
incentive compensation for the Bank. The Committee is also responsible for
(1) establishing and recommending to the Bank's Board of Directors the
compensation of the Chief Executive Officer of the Company and Bank; (2)
establishing and recommending to the Bank's Board of Directors the
compensation of other Senior Management of the Company and Bank; (3)
periodically reviewing all salary administration and employee benefits; and
(4) reviewing management succession plans. Mr. Trowell abstains from
participating in or voting on actions directly related to his employment
and/or compensation arrangements.
The Executive Committee comprises Mr. Boggus, Ms. Bullard, Mr. Pritchett and
Mr. Trowell. During 1996 this committee held two meetings. These committee
members also serve on the Executive Loan Committee of the Bank. The Executive
Committee is principally responsible for: (1) establishing officers' personal
loan authority; (2) establishing loan authority for the Officers' Loan
Committee; and (3) approving loans greater than the authority of the
Officers' Loan Committee. The Executive Committee additionally recommends to
the full Board candidates for the Company and Bank Boards of Directors.
The Audit Committee comprises Mr. Chotiner, Ms. Real, Dr. Schlofman, Mr. A.
Scott and Mr. Streicher, none of whom is an officer of the Company. During
1996 the Audit Committee held three meetings. The principal responsibilities
of the Audit Committee are to: (1) oversee the internal controls function
with regard to the audit, consumer compliance and loan review plan; (2)
review the Company's credit quality review functions and the methods used to
test loan quality and the adequacy of the Bank's allowance for loan losses;
(3) review any significant audit conclusions; (4) review internal
assessments of the adequacy of internal controls; and (5) review the
compliance of the Company and Bank with laws and regulations.
In 1996 all members of the Board attended at least 75% of the meetings of the
Board and all committees on which they served except Mr. J. Scott and Mr.
Streicher who attended 50% and 63%, respectively.
5
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No fees were paid to directors for their services as directors or committee
members in the year ended December 31, 1996.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION. The following table sets
forth for the fiscal years ended December 31, 1996, 1995 and 1994, the cash
compensation paid or accrued by the Company and the Bank, as well as certain
other compensation paid or accrued for those years, for services in all
capacities to the Chief Executive Officer of the Company and Bank. No
executive officer of the Company or Bank, other than the Chief Executive
Officer, earned compensation in excess of $100,000 for the fiscal years
indicated in the table.
SUMMARY COMPENSATION TABLE (1)
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
-------------------------------------------------
(a) (b) (c) (d) (g)(2) (i)
Name and All Other
Principal Position Year Salary($) Bonus($) Options/SARs(#) Compensation($)
- ------------------------ ---- --------- --------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
K. C. Trowell, 1996 $150,000 $106,650 - $ 6,920(3)
CEO and President of 1995 $136,980 $ 67,500 - $ 4,500
the Company and Bank 1994 $135,502 $ 23,930 13,175 $ 6,721
</TABLE>
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(1) Columns (e), (f) and (h) relating, respectively, to "other annual
compensation," "restricted stock awards," and "LTIP payouts," have been
deleted because no compensation required to be reported in such columns
was awarded to, earned by, or paid to the named executive during the
periods covered by such columns. Non-cash perquisites are not disclosed
in this table because the aggregate value does not exceed the lesser of
$50,000 or 10% of total annual salary and bonus.
(2) All information in this column relates to options. CNB has not granted
any stock appreciation rights ("SARs").
(3) Matching contribution to 401 (k) of $4,737 and payment of premium for
Group Term Life Insurance of $2,183.
STOCK OPTIONS. There were no options granted during the fiscal year ended
December 31, 1996.
OPTION EXERCISES AND HOLDINGS. The following table sets forth information
with respect to the executive officer listed in the Summary Compensation
Table concerning the exercise of options during the last fiscal year and
unexercised options held as of the end of the fiscal year.
6
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES (1)
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of Unexercised Value of Unexercised In-
Options/SARs at Fiscal the-Money Options/SARs
Year End at Fiscal Year End (2)
(#) ($)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable unexercisable
- --------------- --------------- -------------- ---------------------- ------------------------
<S> <C> <C> <C> <C>
K. C. Trowell -- -- 40,980 / 12,578 $135,362 / $16,706
</TABLE>
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(1) All information in this table relates to options. The Company has not
granted any SARs.
(2) There are few transactions involving Company Common Stock, and therefore,
the market value of Company Common Stock as of December 31, 1996, is not
readily discernable. In 1996, the Company consummated a merger with Riherd
Bank Holding Company in which the Company's common stock was valued at
$14.40 per share. However, no shares of the Company's common stock have
actually traded for cash at that level. Actual trades in the Company's
common stock closest to December 31, 1996 were at $10.50 per share and that
value is used herein. Based on a market value of $10.50 per share, all of
the exercisable options were in-the-money, at a value of $135,362. The
unexercisable options have exercise prices less than $10.50 per share, and
are in-the-money, at a value of $16,706.
EMPLOYMENT AGREEMENTS. The Company and Bank entered into an employment
agreement with Mr. Trowell on August 3, 1987, which was amended on July 19,
1990, December 17, 1992, July 20, 1994 and November 15, 1995. The employment
agreement, as amended, provides that Mr. Trowell's base salary shall be
$172,500 effective January 1, 1997. In addition to his present base salary,
Mr. Trowell would immediately become eligible for cash bonuses based on the
Company's improvement on earnings as a percentage of average equity. The
potential bonus is based on net income as a percentage of Return on Average
Equity ("ROAE") with a range of 20% of base salary for an ROAE less than 7%
to 100% of base salary for an ROAE of over 18%. In 1996, the Company accrued
$106,650 as Mr. Trowell's incentive bonus based on an ROAE of 15.10%
(excluding the one-time SAIF assessment) which was paid to Mr. Trowell in
January, 1997. Mr. Trowell's base salary shall be reviewed annually and
maintained at a level consistent with Sheshunoff Bank Executive Compensation
at their first quartile level within asset ranges outlined in such report.
Under the employment agreement, Mr. Trowell also receives use of an
automobile and membership in a local country club, as well as life and
medical disability insurance equal to that provided to other officers of the
Bank. The term of Mr. Trowell's employment agreement is three years. Unless
written notification is provided by either the Bank or Mr. Trowell by August
1 of each year, the employment agreement will extend an additional year,
thereby in effect requiring a three-year advance notice by either party who
desires to terminate the agreement. Pursuant to the employment agreement,
Mr. Trowell has been granted stock options to purchase 53,558 shares of
Company Common Stock at prices ranging from $6.11 per share to $10.40 per
share, which options qualify to be exercised at varying dates between April
15, 1990, and December 31, 1999. The stock options may be exercised at any
time during the ten-year period following the date on which such options
qualify to be exercised. However, the full amount of these stock options may
be exercised immediately upon the event of disability, death, termination of
employment except for cause, or change in control of 30% or more of the
Company Common Stock to a common interest.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 15, 1997, certain information
regarding the beneficial ownership of Company Common Stock by those persons
who beneficially own more than 5% of the outstanding shares of Company Common
Stock and by each director, by the chief executive officer, and by all
executive officers
7
<PAGE>
and directors of the Company as a group. Management knows of no person
other than those set forth below who owns more than 5% of the outstanding
shares of Company Common Stock at March 15, 1997.
<TABLE>
<CAPTION>
Name of Beneficial Owner, Amount and Nature of Percent of Shares of
Director, or Executive Officer(1) Beneficial Ownership Common Stock Outstanding (2)
--------------------------------- -------------------- ----------------------------
<S> <C> <C>
Thomas R. Andrews 78,895 3.97%
C. Lavoye Boggus 32,091 (4) 1.62%
Audrey S. Bullard 809,943 (3) 40.79%
Seymour Chotiner 18,940 0.95%
Roy C. Dicks 62,276 3.14%
Marvin H. Pritchett 262,452 (5) 13.22%
Paul M. Riherd 108,556 5.47%
Helen B. Real 88,017 4.43%
A. Leonard Schlofman 18,877 (6) 0.95%
Jimmie L. Scott 4,000 0.20%
T. Allison Scott 15,807 0.80%
William Streicher 39,947 2.01%
K. C. Trowell 809,943 (3) 40.79%
Voting Trust 809,943 (3) 40.79%
Directors and Executive 1,087,109 (3) 54.75%
Officer as a group (13 persons)
</TABLE>
- -----------------
(1) The address of all persons listed is 201 North Marion Street, P.O. Box
3239, Lake City, Florida 32056.
(2) Based on a total of 1,937,905 shares of Common Stock outstanding, plus
shares of Common Stock which may be acquired by the beneficial owner, or
group of beneficial owners, within 60 days of March 15, 1997, by exercise of
options. The percentage total differs from the sums of the individual
percentages due to differing denominators with respect to each calculation.
(3) This amount includes the number of shares of Company common stock
controlled by the Voting Trust, under the Amended and Restated Voting Trust
Agreement, dated December 31, 1996, of which Ms. Bullard and Mr. Trowell are
the trustees. As trustees, Ms. Bullard and Mr. Trowell are deemed to be
beneficial owners of the full number of shares subject to the Voting Trust.
The Voting Trust includes 81,875 shares owned by Ms. Bullard (4.12% of
Company Common Stock Outstanding), and 73,731 shares owned and 40,980
currently exercisable options held by Mr. Trowell (5.78% of Company Common
Stock). Other parties to the Voting Trust include Roy C. Dicks (62,276
shares), Dale C. Ferguson (81,875 shares), Bobby R. France (29,444 shares),
Elizabeth B. Pottle (49,346 shares), Marvin H. Pritchett (262,452 shares),
Helen B. Real (88,017 shares) and William Streicher (39,947 shares). In
certain circumstances the trustees have the right to exercise all voting
power with respect to the stock deposited in the Voting Trust. Unless
extended, the Voting Trust will continue in effect until the earlier of (i)
December 31, 2001 or (ii) termination by the unanimous written consent of
all of the members of the Voting Trust.
(4) Includes 15,000 shares owned by Mr. Boggus' wife of which he shares
voting and investment power.
(5) Includes 32,375 shares owned by New River Developers, 37,901 shares
owned by Pritchett Trucking, Inc., 19,230 shares owned by Mid-Florida
Hauling, Inc., 12,433 shares owned by Bulldog Trucking and 7,000 shares
owned by Mr. Pritchett's wife. Mr. Pritchett shares voting and investment
power of all such shares.
(6) Includes 820 shares owned by Dr. Schlofman's wife of which he shares
voting and investment power.
8
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the last two (2) fiscal years, the Bank loaned funds to certain of
the Company's executive officers and directors in the ordinary course of
business, on substantially the same terms as those prevailing at the time for
comparable transactions with other customers, and which did not involve more
than the normal risk of collectability or present other unfavorable features.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of Osburn, Henning and Company served as the independent
accountants for the Company for the fiscal year ending December 31, 1996.
Representatives of Osburn, Henning and Company will not be present at the
Annual Meeting of Shareholders.
SHAREHOLDER PROPOSALS
Shareholders who wish a proposal to be included in the Company's Proxy
Statement and form of proxy relating to the 1998 Annual Meeting should
deliver a written copy of their proposal to the principal executive offices
of the Company no later than November 21, 1997. Proposals should be directed
to Joyce Bruner, Corporate Secretary, CNB, Inc., P.O. Box 3239, Lake City,
Florida 32056. Proposals must comply with the SEC proxy rules relating to
shareholder proposals in order to be included in the Company's proxy
materials.
ANNUAL REPORT; FORM 10-KSB
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1996, is being provided to each shareholder simultaneously
with delivery of this Proxy Statement. Additional copies of the Annual
Report to Shareholders or copies of the Company's Annual Report on Form
10-KSB, filed with the Securities and Exchange Commission, may be obtained by
writing to Joyce Bruner, Corporate Secretary, CNB, Inc., P.O. Box 3239, Lake
City, Florida 32056.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of CNB does
not anticipate that other matters will be brought before the Annual Meeting
of Shareholders. If, however, other matters are properly brought before the
Annual Meeting of Shareholders, the persons appointed as proxies will have
the discretion to vote or act thereon according to their best judgment.
COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company, including
expenses in connection with the preparation and mailing of this proxy
statement.
Holders of CNB Common Stock are requested to complete, date and sign the
accompanying form of proxy and promptly return it to CNB in the enclosed,
self-addressed postage paid envelope.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ Joyce Bruner
Joyce Bruner
Corporate Secretary
Dated: April 3, 1997
9
<PAGE>
REVOCABLE PROXY
CNB, INC.
201 North Marion Street
Lake City, Florida 32055
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
KNOW ALL MEN BY THESE PRESENTS that I, the undersigned shareholder of
CNB, Inc. (the "Company"), Lake City, Florida, do hereby nominate, constitute
and appoint Mr. K. C. Trowell, and Ms. Joyce Bruner, or any one or more of
them my true and lawful proxy and attorney(s) with full power of
substitution for me and in my name, place and stead, to represent and vote
all of the common stock par value $.01 per share of the Company, standing in
my name on its books on April 3, 1997 at the Annual Meeting of Shareholders
to be held on Wednesday, April 16, 1997, at 10:00 a.m. Eastern Standard Time
at Camp Weed and the Cerveny Conference Center which is located off US 90, 5
miles east of Live Oak, Florida and 15 miles west of I-75.
PROPOSAL 1. Election of the following Directors:
Thomas R. Andrews [ ] FOR [ ] WITHHELD
C. Lavoye Boggus [ ] FOR [ ] WITHHELD
Audrey S. Bullard [ ] FOR [ ] WITHHELD
Seymour Chotiner [ ] FOR [ ] WITHHELD
Roy C. Dicks [ ] FOR [ ] WITHHELD
Marvin H. Pritchett [ ] FOR [ ] WITHHELD
Paul M. Riherd [ ] FOR [ ] WITHHELD
Helen B. Real [ ] FOR [ ] WITHHELD
A. Leonard Schlofman [ ] FOR [ ] WITHHELD
Jimmie L. Scott [ ] FOR [ ] WITHHELD
T. Allison Scott [ ] FOR [ ] WITHHELD
William Streicher [ ] FOR [ ] WITHHELD
K.C. Trowell [ ] FOR [ ] WITHHELD
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR"
THE ELECTION OF EACH OF THE NOMINEES.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting of Shareholders.
IMPORTANT: PLEASE SIGN AND DATE ON REVERSE
<PAGE>
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, the proxy
will be voted FOR Proposal 1. Should any other matter requiring a vote of
the shareholders arise, the proxies named above are authorized to vote in
accordance with their best judgment in the interest of the Company. The
Board of Directors is not aware of any matter which is to be presented for
action at the meeting other than as set forth on this proxy. Please sign
exactly as your name appears hereon. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign
the full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
The undersigned acknowledges receipt of a Notice of Annual Meeting of
Shareholders and a Proxy Statement for the Annual Meeting prior to the
signing of this proxy.
This proxy may be revoked at any time prior to the time it is voted at
Annual Meeting of the Shareholders.
Date
Signature
Signature (if jointly held)
Print Name Here
Dated: April 3, 1997
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
SELF-ADDRESSED ENVELOPE OR OTHERWISE TO CNB, INC. P.O. BOX 3239, LAKE CITY,
FLORIDA 32056.
IF YOU DO NOT SIGN AND RETURN A PROXY OR ATTEND THE MEETING AND VOTE, YOUR
SHARES CANNOT BE VOTED.
