<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------
CNB, INC.
(Exact name of registrant as specified in its charter)
6712
(Primary Standard Industrial Classification Code Number)
<TABLE>
<S> <C>
FLORIDA 59-2958616
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
--------------------------
201 NORTH MARION STREET, LAKE CITY, FLORIDA 32055
(904) 755-3240
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
--------------------------
K.C. TROWELL, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CNB, INC.
201 NORTH MARION STREET
LAKE CITY, FLORIDA 32055
(904) 755-3240
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
--------------------------
COPIES TO:
HALCYON E. SKINNER, ESQ.
MAHONEY ADAMS & CRISER, P.A.
50 NORTH LAURA STREET, SUITE 3400
JACKSONVILLE, FLORIDA 32202
(904) 354-1100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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 OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER UNIT * PRICE * REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock par value $.01 per share............. 484,480 $14.00 $6,782,720 $2,056
</TABLE>
* Estimated solely for the purpose of determining the registration fee.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
CNB, INC.
484,480 SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)
CNB, Inc. ("the Company") is issuing to the holders of its outstanding
shares of Common Stock of record on May 14, 1997 non-transferable rights to
subscribe for additional shares of Common Stock of the Company as set forth
herein. Shareholders who exercise their rights to subscribe for additional
shares also have the privilege to oversubscribe for a specified number of those
shares not otherwise sold pursuant to exercise of the rights. The rights
offering to shareholders expires at 5:00 P.M., Eastern Daylight Time, on July
15, 1997.
The Subscription Price of $14.00 per share has been determined arbitrarily
by the Company. This amount is in excess of recent trades in the Common Stock
which have ranged from $10.50 to $13.60 per share. The Company's Common Stock is
traded infrequently and in private transactions negotiated between the persons
involved in the transaction. There can, therefore, be no assurance that this
subscription price will be equal to or lower than the market price at the time
the rights are exercised.
The offering of this Common Stock is not underwritten.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER AGENCY.
<TABLE>
<CAPTION>
SUBSCRIPTION UNDERWRITING PROCEEDS
PRICE PER DISCOUNTS & TO
SHARE COMMISSIONS COMPANY(1)
------------ ------------- ------------
<S> <C> <C> <C>
$ 14.00 None $ 14.00
Total(2).................................................. $ 6,782,720 None $ 6,782,720
</TABLE>
- ------------------------
(1) Before deducting expenses payable by the Company, estimated at approximately
$25,556 (approximately $.05 per share if all shares of Common Stock offered
hereby are subscribed).
(2) The total amounts shown are based on the assumption that all of the shares
of Common Stock offered hereby will be subscribed.
The date of this Prospectus is June 10, 1997
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFERING SUCH JURISDICTION.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
AVAILABLE INFORMATION.................................................................. 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................................ 2
PROSPECTUS SUMMARY..................................................................... 3
The Company.......................................................................... 3
The Offering......................................................................... 3
RISK FACTORS........................................................................... 4
THE CORPORATION........................................................................ 4
PLAN OF DISTRIBUTION................................................................... 5
USE OF PROCEEDS........................................................................ 7
CAPITAL STOCK OF THE COMPANY........................................................... 8
Voting Rights........................................................................ 8
Dividend Rights...................................................................... 8
LEGAL MATTERS.......................................................................... 10
EXPERTS................................................................................ 10
</TABLE>
i
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational 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 "Commission") which may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C., as well as at the following regional
offices of the Commission: Seven World Trade Center, Suite 1300, New York, New
York 10048 and Northwestern CitiCorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials may be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, upon payment of the prescribed fees.
The Company has filed with the Commission in Washington, D.C. a registration
statement (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock to which this
Prospectus relates. As permitted by the rules and regulations of the Commission,
this Prospectus does not contain all the information set forth in the
Registration Statement, including the exhibits thereto, which may be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C., 20549 upon payment of the prescribed fees. Summaries of and
references to various documents in this Prospectus do not purport to be complete
and in each such case reference is made to the copy of such document filed as an
exhibit to the Registration Statement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission by the Corporation are
incorporated, as of their respective filing dates, by reference in this
Prospectus.
(a) the Corporation's Annual Report on Form 10-KSB for the year ended
December 31, 1996; and
(b) the Corporation's Quarterly Reports on Form 10-QSB for the three months
ended March 31, 1997.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated herein by reference and to be a part hereof from the filing
date of such documents. 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.
The Corporation will furnish without charge to each person, including any
beneficial owner to whom this Prospectus is delivered, on the request of such
person, a copy of any or all of the documents described above under
"Incorporation of Certain Information by Reference" (other than exhibits to such
documents). Requests should be directed to:
CNB, INC.
201 NORTH MARION STREET
LAKE CITY, FLORIDA 32055
(904) 755-3240
2
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN INFORMATION CONTAINED IN THIS
PROSPECTUS. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.
THE COMPANY
CNB, Inc. (the "Company") was incorporated under the laws of the State of
Florida on January 15, 1987. The Company is registered under the Bank Holding
Company Act of 1956, as amended (the "BHC Act"). The Company acquired a
controlling interest in the common stock of CNB National Bank (the "Bank") on
March 23, 1987, and subsequently acquired the remaining outstanding shares of
the Bank.
The Company does not engage in any activities other than acting as holding
company for the common stock of the Bank. The principal business of the Company
is conducted through the Bank. The Bank accounts for substantially all of the
consolidated assets and revenues of the Company. The Bank has a total of ten
offices in Alachua, Baker, Bradford, Columbia and Suwannee counties.
As of March 31, 1997, the Company had consolidated assets, deposits and
stockholders' equity of approximately $255.4 million, $226.4 million and $20.0
million, respectively.
THE OFFERING
SECURITIES OFFERED
484,480 shares of Common Stock will be offered to shareholders of record on
May 14, 1997.
PURCHASE PRICE
The shares of Common Stock are offered at $14.00 per share.
COMMON STOCK OUTSTANDING
1,937,905 shares of Common Stock at March 31, 1997 and 2,422,385 shares of
Common Stock after completion of this offering, assuming that all of the shares
of Common Stock offered hereby are sold.
USE OF PROCEEDS
The Company expects to utilize the net offering proceeds for general
corporate purposes and that all or a portion of the net offering proceeds will
be used to provide equity capital for the Bank to increase its capacity for
growth and/or to repay all or a portion of the current outstanding indebtedness
of the Company. In the event the Company determines to use the net offering
proceeds for future growth, the Company may expand into new markets contiguous
with the Bank's present markets. The Company, however, does not have any
specific plans for expansion.
DILUTION
Holders of shares of Common Stock who exercise their rights will experience
immediate dilution because the Subscription Price exceeds the book value of the
shares. See "Dilution."
3
<PAGE>
RISK FACTORS
No public trading market exists for the Common Stock and no such market is
expected to develop in the foreseeable future. Transactions involving the Common
Stock are infrequent and negotiated privately between the persons involved in
the transaction. To the knowledge of the Company, recent transactions have been
consummated between $10.50 and $13.60 per share.
THE CORPORATION
The Corporation's principal executive office is located at 201 North Marion
Street, Lake City, Florida 32055 and its telephone number is (904) 755-3240.
The Company was incorporated under the laws of the State of Florida on
January 15, 1987.
The Company has no other subsidiaries and does not engage in any activities
other than acting as holding company for the common stock of the Bank. The
business of the Company is conducted through the Bank.
The Company is registered under the Bank Holding Company Act of 1956, as
amended (the "BHC Act"). The Company acquired a controlling interest in the
common stock of the Bank on March 23, 1987, and subsequently acquired the
remaining outstanding shares of the Bank. The Bank, therefore, accounts for all
of the consolidated assets and revenues of the Company.
The Company is subject to supervision and regulation by the Board of
Governors of the Federal Reserve System ("Federal Reserve Board") pursuant to
the BHC Act. The Bank is subject to periodic examination and regulation by the
Office of the Comptroller of the Currency.
The Company, through the Bank, now operates a total of ten banking offices
in Columbia, Suwannee, Baker, Bradford, Union and Alachua Counties, Florida. As
of March 31, 1997, CNB had total assets of $255.4 million, total deposits of
$226.4 million, and total shareholders' equity of $20.0 million. The Company
presently conducts no business other than owning and operating the Bank as a
wholly-owned subsidiary.
The Bank offers a full range of deposit services including checking
accounts, NOW accounts, savings accounts and time deposits ranging from daily
money market accounts to longer-term certificates of deposit. The transaction
accounts and time certificates are tailored to the Bank's principal market area
at rates competitive to those offered in the area. In addition, retirement
accounts such as IRAs are available. All deposit accounts are insured by the
Federal Deposit Insurance Corporation (the "FDIC") up to the maximum amount
(generally $100,000 per depositor subject to aggregation rules). The Bank
solicits these accounts from individuals, businesses, associations,
organizations and governmental authorities. The Bank is not currently dependent
upon a single depositor or borrower, the loss of which would have a material
adverse effect on the Bank.
The Bank also offers a full range of short to medium-term commercial,
agricultural, Small Business Administration guaranteed, Farmers Home
Administration guaranteed, and personal loans. Commercial loans include both
secured and unsecured loans for working capital (including inventory and
receivables), business expansion (including acquisition of real estate and
improvements), and purchase of equipment and machinery. Consumer loans include
secured and unsecured loans for financing automobiles, home improvements,
education and other personal investments. The Bank also offers real estate
construction and acquisition loans.
The Bank acts as an issuing agent for U.S. savings bonds, traveler's checks,
money orders and cashier's checks, and offers collection teller services,
including treasury, tax and loan payment collection, and wire transfer services.
The Bank also offers safe deposit boxes, direct deposit of payroll and social
security checks, and automatic drafts for various accounts. The Bank is
currently a member of the HONOR, PLUS
4
<PAGE>
and CIRRUS networks of automated teller machines that may be used by Bank
customers in major cities throughout the United States. The Bank also offers
credit cards.
PLAN OF DISTRIBUTION
THE OFFERING
The Company is issuing to shareholders of record of its Common Stock at the
close of business on May 14, 1997 (the "Record Date") non-transferable rights
(the "Rights") to subscribe for one share of Common Stock (the "Shares") for
each four shares of Common Stock held of record on the Record Date at the price
of $14.00 per Share (the "Subscription Price"). Each shareholder will receive
one Right for each share of Common Stock held of record on the Record Date and
can subscribe for one Share for each four Rights received. No fractional Shares
will be issued. If a shareholder would otherwise be entitled to receive a
fractional Share pursuant to the exercise of Rights, the number of Shares which
such shareholder shall be entitled to purchase at the Subscription Price will be
increased to the next whole number of Shares. Thus, a shareholder owning eleven
shares of Common Stock will receive eleven Rights, which will entitle him or her
to subscribe for three new Shares.
The Rights may be exercised at any time before 5:00 P.M., Eastern Daylight
Time, on July 15, 1997 (the "Rights Expiration Date"). Shareholders who exercise
Rights also have the privilege to oversubscribe for those Shares that are not
otherwise sold pursuant to exercise of the Rights. There is no assurance that
all of the Shares will be sold pursuant to the offer to shareholders. The
offering of the Shares is not underwritten.
METHOD OF EXERCISING RIGHTS
The Rights to subscribe for Shares are evidenced by subscription
certificates (the "Subscription Certificates") issued in the names of the
registered shareholders of record on the Record Date and mailed to such
shareholders with this Prospectus. Rights may be exercised by mailing or
delivering a fully completed and duly executed Subscription Certificate,
together with payment in full for the number of Shares subscribed for, to the
Company. Subscription Certificates must arrive at the Company at or before the
Rights Expiration Date. Any subscriptions received after the Rights Expiration
Date will not be honored. Any holder of Rights who exercises all the Rights
evidenced by a Subscription Certificate will have the privilege to subscribe for
additional shares that are not purchased by others through exercise of their
Rights. Shareholders owning 1.0% or more of the shares of Common Stock of the
Company prior to this Offering may not receive from the oversubscription
privilege an amount of Shares more than the greater of (i) the number of Shares
needed to maintain the same percentage of Common Stock following the offering as
was owned prior to the offering; or (ii) the number of Shares received by such
shareholder through the original exercise of Rights. Shareholders who would own
1.0% or more of the outstanding shares of Common Stock of the Company on a pro
forma basis by virtue of exercising all their Rights and oversubscribing for
additional Shares may not receive more Shares by virtue of the oversubscription
privilege than the greater of (i) the number of Shares necessary to increase
their holdings on a pro forma basis to 1.0% of the outstanding shares of Common
Stock of the Company after the completion of the Offering, or (ii) the number of
Shares received by such shareholder through the original exercise of Rights. If
there are insufficient Shares to fill all oversubscriptions, the Shares which
are available will be allocated among those shareholders who elect to
oversubscribe pro rata to the number of shares of Common Stock that they held
prior to the Offering. To exercise this oversubscription privilege, the
appropriate block on the Subscription Certificate must be completed and payment
in full for the additional Shares must accompany the Subscription Certificate.
Payments for oversubscriptions will be held by the Company, and refunds will be
made, without interest, to the extent oversubscriptions are not honored due to
proration. Payment must be made in United States dollars, bank certified or
cashiers check, or by check, money order or wire transfer of good funds, payable
to the order of the Company. Once a shareholder has exercised a
5
<PAGE>
Right, the exercise is irrevocable. Certificates for the Shares will be mailed
as soon as practicable after the Rights Expiration Date.
The address to which the Subscription Certificates and payments should be
mailed or delivered is:
If by mail, to
CNB, Inc.
P.O. Box 3239
Lake City, Florida 32056
Attention: K.C. Trowell
If by hand or overnight delivery, to
CNB, Inc.
201 North Marion Street
Lake City, Florida 32055
Attention: K.C. Trowell
Questions about how to subscribe for Shares may be directed to K.C. Trowell,
Chairman and Chief Executive Officer.
The instructions accompanying the Subscription Certificate should be read
and followed carefully. No subscriptions will be accepted until the Company has
received a fully completed and duly executed Subscription Certificate and
payment of the Subscription Price. The risk of delivery of Subscription
Certificates and payments to the Company will be borne by the holders of Rights
and not by the Company. If the mail is used to exercise Rights, it is
recommended that registered or certified mail be used.
Where requests are promptly made by shareholders of record on the Record
Date who hold stock for beneficial owners, the Company will deliver Subscription
Certificates on the same basis as if such beneficial owners were record holders
on that date, but the Company reserves the right to deny split-ups of
Subscription Certificates which would result in Subscription Certificates which
are not in exact multiples of four Rights where the results, in the judgment of
the Company, would be inconsistent with the terms of the offering.
All questions as to the validity, form, eligibility and acceptance of any
exercise of Rights will be determined by the Company. The Company may waive any
defect or irregularity, permit a defect or irregularity to be corrected within
such time as it may determine, or reject the exercise of any Right because of
any defect or irregularity.
6
<PAGE>
DILUTION
The Subscription Price of $14.00 per share of Common Stock represents a
premium of $3.67 over the March 31, 1997 book value of the Common Stock. Holders
of the Common Stock who do not exercise their Rights will experience a decrease
in their proportionate interest in the equity ownership and voting power of the
Company, but the book value of their shares of Common Stock will increase.
Holders of Common Stock who do exercise their Rights may experience an increase
in their proportionate interest in the equity ownership and voting power of the
Company, but since the Subscription Price per share of Common Stock exceeds the
book value per share of Common Stock, they will experience immediate dilution
with respect to the Shares acquired in the Offering.
USE OF PROCEEDS
The estimated net proceeds to be received by the Company from the sale of
the Shares will be approximately $6,757,164 after the payment of all expenses of
the offering, if the Shares offered hereby are subscribed for in full. The
Company expects to utilize the net offering proceeds for general corporate
purposes and that all or a portion of the net offering proceeds will be used to
provide equity capital for the Bank to increase its capacity for growth and\or
to repay all or a portion of the current outstanding indebtedness of the
Company. In the event the Company determines to use the net offering proceeds
for future growth, the Company may expand into new markets contiguous with the
Bank's present market. The Company, however, has no specific plans for
expansion.
To the extent the net proceeds are not immediately used, the Company may
invest in short-term instruments and other liquid investments.
7
<PAGE>
CAPITAL STOCK OF THE COMPANY
The Company's authorized capital stock consists of ten million (10,000,000)
shares of Common Stock, par value $.01 per share and five hundred thousand
(500,000) shares of CNB Preferred Stock, par value of $.01 per share. As of
March 31, 1997, there were issued and outstanding 1,937,905 shares of Common
Stock and no shares of Preferred Stock. Holders of Common Stock have no
preemptive rights and there are no conversion rights or redemption or sinking
fund provisions applicable to shares of Common Stock. Holders of Common Stock
are entitled to dividends and other distributions as and when declared by the
board of Directors out of assets legally available therefor. In the event of the
liquidation, dissolution and winding up of the Company, the holders of Common
Stock are entitled to receive ratably all of the assets of the Company available
for distribution after satisfaction of all liabilities of the Company.
VOTING RIGHTS
Each share of Common Stock is entitled to one vote on each matter submitted
to a vote of the Shareholders. The Board of Directors is comprised of one (1) or
more persons, but cannot exceed twenty-five (25) persons without an amendment to
the Amended and Restated Bylaws of the Company. The Bylaws provide that the
members of the Board of Directors have the authority to increase the number of
directors by up to three (3) members per year, with any vacancies created by
such increase to be filled by a majority vote of the directors. Currently the
Board of Directors consists of thirteen (13) members. Shareholders do not have
cumulative voting rights with respect to any matters to be voted upon, including
the election of directors. The holders of a majority of the outstanding voting
stock can elect all of the directors.
DIVIDEND RIGHTS
Holders of the Common Stock will be entitled to dividends when, as, and if
declared by the Board of Directors of the Company out of funds legally available
for the payment of dividends. Under the Florida Business Corporation Act,
dividends are payable out of surplus only, and may be declared and paid by the
Company except when the Company currently is insolvent or would thereby be made
insolvent.
VOTING TRUST
A voting trust (the "Voting Trust") was created pursuant to the Voting Trust
Agreement dated February 10, 1987, among certain shareholders identified
therein, and K.C. Trowell and Audrey S. Bullard, as trustees (the "Voting Trust
Agreement"). The Voting Trust Agreement was amended by the Amended and Restated
Voting Trust Agreement dated December 31, 1996. The members of the Voting Trust
currently hold a total of 768,963 shares of Common Stock. The members of the
Voting Trust have informed the Company that it is their present intention to
exercise their Rights and subscribe for at least 169,312 Shares and may exercise
their right to oversubscribe for additional Shares. The opportunity to exercise
the oversubscription privilege is available to all holders of Common Stock on
the same terms as it is offered to the members of the Voting Trust. Each member
of the Voting Trust will make his or her own decision with respect to the
exercise of Rights and the oversubscription privilege and they each reserve the
right to modify their present intention.
8
<PAGE>
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Articles of Incorporation, as amended, and the Bylaws of CNB, Inc.
require the indemnification of directors and officers to the fullest extent
permitted by law.
Subsection (1) of Section 607.0850 of the Florida Business Corporation Act
empowers a corporation to indemnify any person who was or is a party to any
proceeding (other than an action by, or in the right of, the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against liability incurred in connection
with such proceeding (including any appeal thereof) if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (2) of Section 607.0850 empowers a corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth in the preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expenses of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding, including appeals, provided that the person
acted under the standards set forth in the preceding paragraph. However, no
indemnification should be made for any claim, issue or matter as to which such
person is adjudged to be liable unless, and only to the extent that, the court
in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
deems proper.
Subsection (3) provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in subsection (1) or (2) of Section 607.0850 or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith.
Subsection (4) provides that any indemnification under subsection (1) or (2)
of Section 607.0850, unless determined by a court, shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsection
(1) or (2) of Section 607.0850. Such determination shall be made:
(a) by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such proceeding;
(b) if such a quorum is not obtainable, or, even if obtainable, by
majority vote of a committee duly designated by the board of directors (in
which directors who are parties may participate) consisting solely of two or
more directors not at the time parties to the proceeding;
(c) by independent legal counsel:
(1) selected by the board of directors as prescribed in paragraph
(a) or the committee selected as prescribed in paragraph (b); or
(2) if no quorum of directors can be obtained under paragraph (a) or
no committee can be designated under paragraph (b), by a majority vote of
the full board of directors (in which directors who are parties may
participate); or
9
<PAGE>
(d) by the shareholders by a majority vote of a quorum of shareholders
who were not parties to such proceedings or, if no quorum is obtainable, by
a majority vote of shareholders who were not parties to such proceeding.
Under subsection (6), expenses incurred by a director or officer in
defending a civil or criminal proceeding may be paid by the corporation in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is ultimately
determined that such director or officer is not entitled to indemnification
under Section 607.0850.
Subsection (7) states that indemnification and advancement of expenses
provided under Section 607.0850 are not exclusive and empowers the corporation
to make any other or further indemnification or advancement of expenses under
any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, for actions in an official capacity and in other capacities while
holding an office. However, a corporation cannot indemnify or advance expenses
if a judgment or other final adjudication establishes that the actions or
omissions to act of the director or officer were material to the adjudicated
cause of action and the director or officer (a) violated criminal law, unless
the director or officer had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful, (b) derived an
improper personal benefit from a transaction, (c) was or is a director in a
circumstance where the liability under Section 607.0834 (relating to unlawful
distributions) applies, or (d) engaged in willful misconduct or conscious
disregard for the best interests of the corporation in a proceeding by or in
right of the corporation to procure a judgment in its favor or in a proceeding
by or in right of a shareholder.
Subsection (9) permits any director or officer who is or was a party to a
proceeding to apply for indemnification or advancement of expenses, or both, to
any court of competent jurisdiction and lists the determinations the court
should make before ordering indemnification or advancement of expenses.
Subsection (12) permits a corporation to purchase and maintain insurance for
a director or officer against any liability incurred in his official capacity or
arising out of his status as such regardless of the corporation's power to
indemnify him against such liability under Section 607.0850.
As allowed by Section 607.0850(12), CNB, Inc. maintains liability insurance
covering directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed upon for the
Company by Mahoney Adams & Criser, P.A., counsel to the Company.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report of the year ended December 31, 1996 have been audited by
Osburn, Henning & Company, certified public accountants, as set forth in their
report thereon. Such consolidated financial statements are incorporated herein
by reference in reliance upon the authority of such firm as experts in
accounting and auditing.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution of
the securities being registered are:
<TABLE>
<S> <C>
SEC Filing Fees.................................................... $ 2,056
Legal Fees and Expenses............................................ $ 20,000
Accounting Fees and Expenses....................................... $ 1,500
Printing and Engraving Fees........................................ $ 2,000
---------
Total Expenses................................................. $ 25,556
---------
---------
</TABLE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation, as amended, and the Bylaws of CNB, Inc.
require the indemnification of directors and officers to the fullest extent
permitted by law.
Subsection (1) of Section 607.0850 of the Florida Business Corporation Act
empowers a corporation to indemnify any person who was or is a party to any
proceeding (other than an action by, or in the right of, the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against liability incurred in connection
with such proceeding (including any appeal thereof) if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (2) of Section 607.0850 empowers a corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth in the preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expenses of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding, including appeals, provided that the person
acted under the standards set forth in the preceding paragraph. However, no
indemnification should be made for any claim, issue or matter as to which such
person is adjudged to be liable unless, and only to the extent that, the court
in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
deems proper.
Subsection (3) provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in subsection (1) or (2) of Section 607.0850 or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith.
Subsection (4) provides that any indemnification under subsection (1) or (2)
of Section 607.0850, unless determined by a court, shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he
II-1
<PAGE>
has met the applicable standard of conduct set forth in subsection (1) or (2) of
Section 607.0850. Such determination shall be made:
(a) by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such proceeding;
(b) if such a quorum is not obtainable, or, even if obtainable, by
majority vote of a committee duly designated by the board of directors (in
which directors who are parties may participate) consisting solely of two or
more directors not at the time parties to the proceeding;
(c) by independent legal counsel:
(1) selected by the board of directors as prescribed in paragraph (a) or
the committee selected as prescribed in paragraph (b); or
(2) if no quorum of directors can be obtained under paragraph (a) or no
committee can be designated under paragraph (b), by a majority vote of the
full board of directors (in which directors who are parties may
participate); or
(d) by the shareholders by a majority vote of a quorum of shareholders
who were not parties to such proceedings or, if no quorum is obtainable, by
a majority vote of shareholders who were not parties to such proceeding.
Under subsection (6), expenses incurred by a director or officer in
defending a civil or criminal proceeding may be paid by the corporation in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is ultimately
determined that such director or officer is not entitled to indemnification
under Section 607.0850.
Subsection (7) states that indemnification and advancement of expenses
provided under Section 607.0850 are not exclusive and empowers the corporation
to make any other or further indemnification or advancement of expenses under
any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, for actions in an official capacity and in other capacities while
holding an office. However, a corporation cannot indemnify or advance expenses
if a judgment or other final adjudication establishes that the actions or
omissions to act of the director or officer were material to the adjudicated
cause of action and the director or officer (a) violated criminal law, unless
the director or officer had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful, (b) derived an
improper personal benefit from a transaction, (c) was or is a director in a
circumstance where the liability under Section 607.0834 (relating to unlawful
distributions) applies, or (d) engaged in willful misconduct or conscious
disregard for the best interests of the corporation in a proceeding by or in
right of the corporation to procure a judgment in its favor or in a proceeding
by or in right of a shareholder.
Subsection (9) permits any director or officer who is or was a party to a
proceeding to apply for indemnification or advancement of expenses, or both, to
any court of competent jurisdiction and lists the determinations the court
should make before ordering indemnification or advancement of expenses.
Subsection (12) permits a corporation to purchase and maintain insurance for
a director or officer against any liability incurred in his official capacity or
arising out of his status as such regardless of the corporation's power to
indemnify him against such liability under Section 607.0850.
As allowed by Section 607.0850(12), CNB, Inc. maintains liability insurance
covering directors and officers.
II-2
<PAGE>
EXHIBITS.
The exhibits listed on the Exhibit Index on page II-6 of this Registration
Statement have been previously filed, are filed herewith, will be filed by
amendment, or are incorporated herein by reference to other filings.
UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information
in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, offer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lake City, State of Florida, on this
6th day of June, 1997.
CNB, INC.
BY: *
------------------------------------------
K.C. TROWELL
K.C. TROWELL, PRESIDENT, PRINCIPAL
EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ----------------------------------------- --------------
<C> <S> <C>
*
------------------------------------------- Director June 6, 1997
Audrey S. Bullard
*
------------------------------------------- Director June 6, 1997
Seymour Chotiner
*
------------------------------------------- Director June 6, 1997
Marvin H. Pritchett
*
------------------------------------------- Director June 6, 1997
Helen B. Real
*
------------------------------------------- Director June 6, 1997
T. Allison Scott
*
------------------------------------------- Director June 6, 1997
William J. Streicher
*
------------------------------------------- Director June 6, 1997
K.c. Trowell
*
------------------------------------------- Director June 6, 1997
Thomas R. Andrews
*
------------------------------------------- Director June 6, 1997
C. Lavoye Boggus
*
------------------------------------------- Director June 6, 1997
Roy C. Dicks
*
------------------------------------------- Director June 6, 1997
Paul M. Riherd
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ----------------------------------------- --------------
<C> <S> <C>
*
------------------------------------------- Director June 6, 1997
A. Leonard Schlofman
*
------------------------------------------- Director June 6, 1997
Jimmie L. Scott
*
------------------------------------------- Vice President and Cashier June 6, 1997
Martha S. Williams
</TABLE>
II-5
<PAGE>
EXHIBITS INDEX
<TABLE>
<CAPTION>
PAGINATION
IN
SEQUENTIAL
EXHIBIT NUMBERING
NUMBER EXHIBIT DESIGNATION SYSTEM
- ------------- ------------------------------------------------------------------------------------- ------------
<C> <S> <C>
4(i) Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Company's
Registration Statement No. 33-71082, as amended, on Form S-4 filed February 8, 1994).
4(ii) Bylaws (Incorporated by reference to Exhibit 3.4 to the Company's Registration
Statement No. 33-71082, as amended on Form S-4 filed February 8, 1994).
5 Opinion of Mahoney Adams & Criser, P.A.
23(i)* Consent of Osburn, Henning and Company, Independent Certified Public Accountants.
23(ii) Consent of Mahoney Adams & Criser, P.A. (Included in Exhibit 5)
24 Power of Attorney
99(i)* Form of Subscription Certificate
99(ii)* Form of Nominee Holder Certification
</TABLE>
- ------------------------
* Previously filed.
II-6
<PAGE>
Exhibit 5
June 5, 1997
CNB National Bank
201 North Marion Street
Lake City, Florida 32056
Re: CNB, Inc.
Gentlemen:
We refer to the Registration Statement on Form S-3 ("the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), filed by CNB, Inc., a Florida corporation (the "Company") with the
Securities and Exchange Commission (the "Commission") on June 10, 1997
relating to (i) the distribution to holders of record of shares of common
stock, $.01 par value, of the Company (the "Common Stock") of one
non-transferable subscription right (the "Right") for every one share of
Common stock held of record at the close of business on May 14, 1997 and (ii)
up to 484,480 shares of Common Stock (the "Shares"), each of which shall be
issued upon the proper exercise of four Rights.
We have examined the originals, or photostatic or certified copies, of
such records of the Company, certificates of officers of the Company and of
public officials, and such other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below. In such examination
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as photostatic or certified copies and the
authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that:
1. The Rights have been duly authorized and when validly issued in
accordance with such authorization, will constitute valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors' rights generally and
equitable principles of general applicability.
2. The Shares issuable or deliverable upon the exercise of the Rights,
when issued or delivered and paid for as contemplated in the Registration
Statement, will be validly issued, fully paid and nonassessable.
<PAGE>
CNB, Inc.
June 5, 1997
Page 2
- --------
We hereby consent to the use of our name in the Registration Statement
as counsel who will pass upon the legality of the Shares for the Company and
as having prepared this opinion, and to the use of this opinion as an exhibit
to the Registration Statement. We further consent to the use of our name as
counsel for the Company.
In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the
Securities Act, or the rules or regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Mahoney Adams & Criser, P.A.
Mahoney Adams & Criser, P.A.
<PAGE>
Exhibit 24
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer
of CNB, Inc. (the "Company") hereby constitutes and appoints, Halcyon E.
Skinner, Esq. his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and
stead, to sign that certain Registration Statement on Form S-3 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day
of May, 1997.
/s/ Audrey S. Bullard
--------------------------------
Audrey S. Bullard
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer
of CNB, Inc. (the "Company") hereby constitutes and appoints, Halcyon E.
Skinner, Esq. his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and
stead, to sign that certain Registration Statement on Form S-3 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day
of May, 1997.
/s/ Marvin H. Pritchett
--------------------------------
Marvin H. Pritchett
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer
of CNB, Inc. (the "Company") hereby constitutes and appoints, Halcyon E.
Skinner, Esq. his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and
stead, to sign that certain Registration Statement on Form S-3 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day
of May, 1997.
/s/ Helen Real
--------------------------------
Helen B. Real
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer
of CNB, Inc. (the "Company") hereby constitutes and appoints, Halcyon E.
Skinner, Esq. his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and
stead, to sign that certain Registration Statement on Form S-3 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day
of May, 1997.
/s/ William J. Streicher
--------------------------------
William J. Streicher
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer
of CNB, Inc. (the "Company") hereby constitutes and appoints, Halcyon E.
Skinner, Esq. his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and
stead, to sign that certain Registration Statement on Form S-3 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day
of May, 1997.
/s/ K.C. Trowell
--------------------------------
K.C. Trowell
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer
of CNB, Inc. (the "Company") hereby constitutes and appoints, Halcyon E.
Skinner, Esq. his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and
stead, to sign that certain Registration Statement on Form S-3 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day
of May, 1997.
/s/ Thomas R. Andrews
--------------------------------
Thomas R. Andrews
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer
of CNB, Inc. (the "Company") hereby constitutes and appoints, Halcyon E.
Skinner, Esq. his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and
stead, to sign that certain Registration Statement on Form S-3 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day
of May, 1997.
/s/ C. Lavoye Boggus
--------------------------------
C. Lavoye Boggus
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer
of CNB, Inc. (the "Company") hereby constitutes and appoints, Halcyon E.
Skinner, Esq. his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and
stead, to sign that certain Registration Statement on Form S-3 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day
of May, 1997.
/s/ Roy C. Dicks
--------------------------------
Roy C. Dicks
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer
of CNB, Inc. (the "Company") hereby constitutes and appoints, Halcyon E.
Skinner, Esq. his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and
stead, to sign that certain Registration Statement on Form S-3 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day
of May, 1997.
/s/ Paul M. Riherd
--------------------------------
Paul M. Riherd
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer
of CNB, Inc. (the "Company") hereby constitutes and appoints, Halcyon E.
Skinner, Esq. his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and
stead, to sign that certain Registration Statement on Form S-3 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day
of May, 1997.
/s/ A. Leonard Schlofman
--------------------------------
A. Leonard Schlofman
(SEAL)
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer
of CNB, Inc. (the "Company") hereby constitutes and appoints, Halcyon E.
Skinner, Esq. his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and
stead, to sign that certain Registration Statement on Form S-3 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day
of May, 1997.
/s/ Martha S. Williams
--------------------------------
Martha S. Williams
(SEAL)
