<PAGE>
As filed with the Securities and Exchange Commission on ____________, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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>
FLORIDA 59-2958616
<S> <C>
(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.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
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 ______________________.
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.
Subscription Underwriting Proceeds
Price Per Discounts & to
Share Commissions Company(1)
------------ ------------ ----------
$14.00 None $14.00
Total(2) $6,782,720 None $6,782,720
(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___________, 1997
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.
<PAGE>
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION.......................................................
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................
PROSPECTUS SUMMARY..........................................................
The Company.............................................................
The Offering............................................................
RISK FACTORS................................................................
THE CORPORATION.............................................................
PLAN OF DISTRIBUTION........................................................
USE OF PROCEEDS.............................................................
CAPITAL STOCK OF THE COMPANY................................................
Voting Rights...........................................................
Dividend Rights.........................................................
LEGAL MATTERS...............................................................
EXPERTS.....................................................................
<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.
<PAGE>
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
<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."
<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.
<PAGE>
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 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 ______________________ (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
<PAGE>
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 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.
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
<PAGE>
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.
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
<PAGE>
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.
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
<PAGE>
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
(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.
<PAGE>
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.
<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>
<CAPTION>
<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.
II-1
<PAGE>
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
(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.
II-2
<PAGE>
As allowed by Section 607.0850(12), CNB, Inc. maintains liability
insurance covering directors and officers.
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 21st day of May, 1997.
CNB, INC.
BY: /s/ 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.
SIGNATURE TITLE DATE
- ------------- --------------- ------------
/s/ Audrey S. Bullard
- --------------------- Director May 21, 1997
Audrey S. Bullard
- --------------------- Director May , 1997
Seymour Chotiner
/s/ Marvin H. Pritchett
- ----------------------- Director May 21, 1997
Marvin H. Pritchett
/s/ Helen B. Real
- ---------------------- Director May 21, 1997
Helen B. Real
- ---------------------- Director May , 1997
T. Allison Scott
II-4
<PAGE>
/s/ William J. Streicher
- ------------------------ Director May 21, 1997
William J. Streicher
/s/ K.C. Trowell
- ---------------------- Director May 21, 1997
K.C. Trowell
/s/ Thomas R. Andrews
- ---------------------- Director May 21, 1997
Thomas R. Andrews
/s/ C. Lavoye Boggus
- ---------------------- Director May 21, 1997
C. Lavoye Boggus
/s/ Roy C. Dicks
- ---------------------- Director May 21, 1997
Roy C. Dicks
/s/ Paul M. Riherd
- ---------------------- Director May 21, 1997
Paul M. Riherd
/s/ A. Leonard Schlofman
- ------------------------ Director May 21, 1997
A. Leonard Schlofman
- ---------------------- Director May , 1997
Jimmie L. Scott
/s/ Martha S. Williams
- ---------------------- Vice President May 21, 1997
Martha S. Williams and Cashier
II-5
<PAGE>
EXHIBITS INDEX
<TABLE>
<CAPTION>
PAGINATION IN
SEQUENTIAL
EXHIBIT NUMBERING
NUMBER EXHIBIT DESIGNATION SYSTEM
- ---------- -------------------------------------------------------------------------------------------------- -------------
<S> <C> <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>
- ------------------------
*To be filed by amendment.
II-6
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of CNB, Inc. on Form S-3 of our report dated January 31, 1997 appearing in
the Annual Report on Form 10-KSB of CNB, Inc. for the year ended December 31,
1996, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
OSBURN, HENNING AND COMPANY
Orlando, Florida
May 22, 1997
<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 ____ day
of May, 1997.
____________________________________
(SEAL)
<PAGE>
SUBSCRIPTION CERTIFICATE NO. _____________
CUSIP NO. __________
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET
FORTH IN THE COMPANY'S PROSPECTUS DATED _______________, 1997
(THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE.
COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE
COMPANY. THIS CERTIFICATE OR A NOTICE OF GUARANTEED DELIVERY
MUST BE RECEIVED BY THE COMPANY WITH PAYMENT IN FULL BY 5:00
P.M., EASTERN DAYLIGHT TIME, ON __________________, 1997 (THE
"EXPIRATION DATE").
The Rights represented by this subscription certificate may
be exercised by duly completing Form 1. Rights holders are
advised to review the Prospectus and instructions, copies of
which are available from the Company, before exercising their
Rights. IMPORTANT: Complete FORM 1 and, if applicable, FORM 2,
and sign.
SUBSCRIPTION PRICE $14.00 PER SHARE
NON-TRANSFERABLE RIGHTS TO PURCHASE COMMON SHARES OF CNB, INC.:
_____________
Name and Address of Registered Holder
The registered owner whose name is inscribed hereon is
entitled to subscribe for shares of Common Stock upon the terms
and subject to the conditions set forth in the Prospectus and
instructions relating thereto.
By: _____________________________________
K.C. Trowell, President
Principal Executive Officer
and Chief Financial Officer
THIS SUBSCRIPTION CERTIFICATE IS NOT TRANSFERABLE AND MAY
NOT BE COMBINED OR DIVIDED.
<PAGE>
FORM 1
EXERCISE AND SUBSCRIPTION
The undersigned hereby irrevocably exercises one or more
Rights to subscribe for shares of Common Stock, as indicated
below, on the terms and subject to the conditions specified in
the Prospectus, receipt of which is hereby acknowledged.
(a) Numbers of shares subscribed for pursuant to the Basic
Subscription Privilege (four Rights needed to subscribe for each
full share):
_______________________
(b) Number of shares subscribed for pursuant to the
Oversubscription Privilege (See Instructions).
________________________
(c) Total Subscription Price (total number of shares
subscribed for -- pursuant to both the Basic Subscription
Privilege and the Oversubscription Privilege -- times the
Subscription Price of $14.00 per share):
$_______________________(1)
(1) If the amount enclosed or transmitted is not sufficient to
pay the Subscription Price for all shares that are stated to be
subscribed for, or if the number of shares being subscribed for
is not specified, the number of shares subscribed for will be
assumed to be the maximum number that could be subscribed for
upon payment of such amount. If the number of shares to be
subscribed for pursuant to the Oversubscription Privilege is not
specified and the amount enclosed or transmitted exceeds the
Subscription Price for all shares represented by this
Subscription Certificate (the "Subscription Excess"), the person
subscribing pursuant hereto shall be deemed to have exercised the
Oversubscription Privilege to purchase, to the extent available,
that number of whole shares of Common Stock equal to the quotient
obtained by dividing the Subscription Excess by $14.00. Any
amount remaining after such division shall be returned to the
subscriber.
METHOD OF PAYMENT (CHECK ONE)
/ / CHECK, BANK DRAFT OR MONEY ORDER PAYABLE TO CNB, INC.
/ / WIRE TRANSFER DIRECTED TO __________ ABA NO.____________
(MARKED: "CNB, INC. SUBSCRIPTION")
-2-
<PAGE>
(d) If the number of Rights being exercised pursuant to the
Basic Subscription Privilege is less than all of the Rights
represented by the Subscription Certificate, deliver to me a new
Subscription Certificate evidencing the remaining Rights to which
I am entitled. _____ YES _____ NO
-3-
<PAGE>
FORM 2
SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS
(To be used only if address differs from that shown
on the face page of the subscription certificate.)
Address for mailing any stock certificates or cash payment:
Address_____________________________
_____________________________
(Including Zip Code)
IMPORTANT
RIGHTS HOLDER SIGN HERE
___________________________________________
signature
___________________________________________
print name
___________________________________________
date
___________________________________________
SSN / TIN
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on this Subscription Certificate.)
If signature is by trustee(s), executor(s), administrator(s),
guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or
another acting in a fiduciary or representative capacity, please provide the
following information. See Instructions.
Name(s)___________________________________________
(Please Print)
Capacity__________________________________________
Address___________________________________________
___________________________________________
(Including Zip Code)
-4-
<PAGE>
Area Code and ______________________________
Telephone Number (Home)
______________________________
(Business)
Tax Identification or
Social Security No. ______________________________
GUARANTEE OF SIGNATURE(S)
Note: See Section 3(c) of Instructions
Authorized Signature: _________________________________
Name: _________________________________________________
Title: ________________________________________________
Name of Firm: _________________________________________
Address: ______________________________________________
______________________________________________
Area Code and Telephone Number: _______________________
Dated: ________________________________________________
-5-
<PAGE>
INSTRUCTIONS AS TO USE OF CNB, INC.
SUBSCRIPTION CERTIFICATES
CONSULT THE COMPANY, YOUR BANK OR BROKER
AS TO ANY QUESTIONS
The following instructions relate to a rights offering (the
"Rights Offering") by CNB, Inc., a Florida corporation (the
"Company"), to the holders of record of its Common Stock, par
value $.01 per share (the "Common Stock"), as described in the
Company's Prospectus dated ______________, 1997 (the
"Prospectus"). Holders of record of Company Stock at the close
of business on May 14, 1997 (the "Record Date") are receiving one
non-transferable subscription right (the "Rights") for every one
share of Common Stock held by them on the Record Date. An
aggregate of Rights exercisable to purchase an aggregate of
484,480 shares of Common Stock (the "Underlying Shares") are
being distributed in connection with the Rights Offering. Each
four Rights are exercisable, upon payment of $14.00 in cash (the
"Subscription Price"), to purchase one share of Common Stock (the
"Basic Subscription Privilege"). In addition, subject to the
allocation described below, each four Rights also carries the
right to subscribe at the Subscription Price for additional
shares of Common Stock available as a result of unexercised
Rights, if any (the "Oversubscription Privilege"). Shareholders
owning 1.0% or more of the shares of Common Stock of the Company
prior to the offering may not receive from the oversubscription
privilege an amount of Underlying Shares more than the greater of
(i) the number of Underlying 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 Underlying Shares
received by the 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 Underlying Shares may not receive
more Underlying Shares by virtue of the oversubscription
privilege than the greater of (i) the number of Underlying 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 Underlying
Shares received by such shareholder through the original exercise
of Rights.
Underlying Shares will be available for purchase pursuant to
the Oversubscription Privilege only to the extent that all the
Underlying Shares are not subscribed for through the exercise of
the Basic Subscription Privilege by the Expiration Date. If the
Underlying Shares so available (the "Excess Shares") are not
sufficient to satisfy all subscriptions pursuant to the
Oversubscription Privilege, the available Excess Shares will be
allocated pro rata (subject to the elimination of fractional
shares) among the holders of Rights who exercise the
Oversubscription Privilege in proportion to the number of shares
such holder held prior to the offering.
The Rights will expire at 5:00 p.m., Eastern Daylight Time,
on the Expiration Date. The Rights are not transferrable and
will not be traded on any securities exchange or quoted on any
inter-dealer quotation system.
<PAGE>
The number of Rights to which you are entitled is printed on
the face of your subscription certificate. You should indicate
your wishes with regard to the exercise of your Rights by
completing the appropriate form or forms on your subscription
certificate and returning the certificate to the Company in the
envelope provided.
YOUR SUBSCRIPTION CERTIFICATES AND PAYMENT OF THE SUBSCRIPTION
PRICE MUST BE RECEIVED BY THE COMPANY, ON OR BEFORE 5:00 P.M.,
EASTERN DAYLIGHT TIME, ON THE EXPIRATION DATE. ONCE A HOLDER OF
RIGHTS HAS EXERCISED THE BASIC SUBSCRIPTION PRIVILEGE AND/OR THE
OVERSUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED
EXCEPT UNDER LIMITED CIRCUMSTANCES AS DESCRIBED IN THE
PROSPECTUS.
1. Subscription Privilege.
To exercise Rights, complete Form 1 and send your properly
completed and executed subscription certificate, together with
payments in full of the Subscription Price for each Underlying
Share subscribed for pursuant to the Basis Subscription Privilege
and the Oversubscription Privilege, to the Company. All payments
must be made in U.S. dollars (a) by check or bank draft drawn
upon a U.S. bank or postal or express money order payable to CNB,
Inc., or (b) if by wire transfer please contact the Company.
Payments will be deemed to have been received by the Company only
upon (i) the receipt by the Company of a check or bank draft
drawn upon a U.S. bank or any postal express money order or (ii)
the receipt of good funds in the Company's account designated
above.
Banks, brokers and other nominee holders of Rights who
exercise the Basic Subscription Privilege and the
Oversubscription Privilege on behalf of beneficial owners of
Rights will be required to certify to the Company (by delivery to
the Company of a Nominee Holder Certification substantially in
the form available from the Company), the aggregate number of
Rights that have been exercised, and the number of Underlying
Shares that are being subscribed for pursuant to the
Oversubscription Privilege, by each beneficial owner of Rights
(including such nominee itself) on whose behalf such nominee
holder is acting. In the event a Nominee Holder Certification is
not delivered in respect of a Subscription Certificate, the
Company shall for all purposes (including for purposes of any
allocation in connection with the Oversubscription Privilege) be
entitled to assume that such certificate is exercised on behalf
of a single beneficial owner. If more Excess Shares are
subscribed for pursuant to the Oversubscription Privilege than
are available for sale, Excess Shares will be allocated, as
described above, pro rata (subject to the elimination of
fractional shares) among the holders of Rights who exercise the
Oversubscription Privilege, in proportion to the number of shares
each beneficial owner held prior to the Offering.
The address and telecopier numbers of the Company are as
follows:
-2-
<PAGE>
If by Mail or Courier:
CNB, Inc.
201 North Marion Street
Lake City, Florida 32056
Telecopier: (904) 755-3239
If you have not indicated the number of Rights being
exercised, or if the amount you have forwarded is not sufficient
(subject to the second sentence of Section 1 above) to purchase
the number of shares subscribed for, you will be deemed to have
exercised the Basic Subscription Privilege with respect to the
maximum number of Rights for whole shares which may be exercised
for the Subscription Price payment delivered by you, and to the
extent that the Subscription Price payment delivered by you
exceeds the product of the Subscription Price multiplied by the
number of Rights for whole shares evidenced by the subscription
certificates delivered by you (such excess being the
"Subscription Excess"), you will be deemed to have exercised your
Oversubscription Privilege to purchase, to the extent available,
that number of whole shares equal to the quotient obtained by
dividing the Subscription Excess by the Subscription Price.
2. Delivery of Stock Certificates, Etc.
The following deliveries and payments will be made to the
address shown on the face of your subscription certificate unless
you provide instructions to the contrary in Form 2.
As soon as practicable after the Expiration Date, the
Company will mail to each Rights holder who validly exercises its
Basic Subscription Privilege certificates representing shares of
Common Stock purchased pursuant to the Basic Subscription
Privilege and, if applicable, the number of shares allocated to
such Rights holder pursuant to its validly exercised
Oversubscription Privilege. In addition, the Company will mail
to each Rights holder who exercises the Oversubscription
Privilege any excess funds received in payment of the Exercise
Price for Excess Shares that are subscribed for by such Rights
holder but not allocated to such Rights holder pursuant to the
Oversubscription Privilege.
3. Execution.
(a) Execution by Registered Holder. The signature on the
subscription certificate must correspond with the name of the
registered holder exactly as it appears on the face of the
subscription certificate without any alteration or change
whatsoever. Persons who sign the subscription certificate in a
representative or other fiduciary capacity must indicate their
capacity when signing and, unless waived by the Company in its
sole and absolute discretion, must present to the Company
satisfactory evidence of their authority to so act.
-3-
<PAGE>
(b) Execution by Person Other than Registered Holder. If
the subscription certificate is executed by a person other than
the holder named on the face of the subscription certificate,
proper evidence of authority of the person executing the
subscription certificate must accompany the same unless, for good
cause, the Company dispenses with proof of authority.
(c) Signature Guarantees. Your signature must be
guaranteed by an Eligible Institution if you wish to specify
special payment or delivery instructions pursuant to Form 2.
4. Method of Delivery.
The method of delivery of subscription certificates and
payment of the Exercise Price to the Company will be at the
election and risk of the Rights holder, but, if sent by mail, it
is recommended that they be sent by registered mail, properly
insured, with return receipt requested, and that a sufficient
number of days be allowed to ensure delivery to the Company prior
to 5:00 p.m., Eastern Daylight Time, on the Expiration Date.
-4-
<PAGE>
CNB, INC.
NOMINEE HOLDER CERTIFICATION
The undersigned, a bank, broker or other Nominee holder of
Rights ("Rights") to purchase shares of Common Stock, par value
$.01 per share ("Common Stock"), of CNB, Inc. (the "Company")
pursuant to the rights offering (the "Rights Offering") described
and provided for in the Company's prospectus dated ______________,
1997, (the "Prospectus"), hereby certifies to the Company that
(1) the undersigned has exercised, on behalf of beneficial owners
thereof, (which may include the undersigned), the number of
Rights specified below pursuant to the Basic Subscription
Privilege (as defined in the Instructions) on behalf of
beneficial owners of Rights who have subscribed for the purchase
of additional shares of Common Stock pursuant to the
Oversubscription Privilege (as defined in the Instructions); (2)
the undersigned has listed below each such exercised Basic
Subscription and the corresponding Oversubscription Privilege
(without identifying any such beneficial owner) and (3) each such
beneficial owner's Basic Subscription has been exercised to the
fullest extent possible:
Number of Rights Number of Shares
Exercised Pursuant Subscribed for Pursuant
to Basic Subscription to Oversubscription Rights Certificate
Privilege Privilege Number
- ------------------------ -------------------- ------------------
1.---------------------- -------------------- ------------------
2.---------------------- -------------------- ------------------
3.---------------------- -------------------- ------------------
4.---------------------- -------------------- ------------------
5.---------------------- -------------------- ------------------
6.---------------------- -------------------- ------------------
7.---------------------- -------------------- ------------------
8.---------------------- -------------------- ------------------
9.---------------------- -------------------- ------------------
10.---------------------- -------------------- ------------------
(Attach additional beneficial owner list if necessary)
----------------------
Name of Nominee Holder
- ---------------------------------- -----------------------
Depository Participant Number
(if applicable) -----------------------
Address
- ----------------------------------- By:
Basic Subscription Confirmation --------------------
Number(s)
