CNB INC /FL
8-K, 1997-10-29
NATIONAL COMMERCIAL BANKS
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 8-K


                                CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934


                       Date of Report October 28, 1997
                      (Date of earliest event reported)


                                   CNB, INC.
            (Exact name of registrant as specified in its charter)


                                   Florida
                (State or other jurisdiction of incorporation)


             0-25988                                 59-2958616
     (Commission File Number)             (IRS Employer Identification No.)


201 North Marion Street, Lake City, Florida           32055
   (Address principal executive offices)            (Zip Code)


      Registrant's telephone number, including area code (904) 755-3240


<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant.

     October 24, 1997, CNB Inc. (the "Company") terminated its relationship 
with its independent accountants, Osburn, Henning and Company, and on 
October 24, 1997, engaged Arthur Andersen & Co. as its independent accountants.
Osburn, Henning and Company's reports on the consolidated financial statements 
of the Company for fiscal years 1995 and 1996 contained no adverse opinion or 
disclaimer of opinion and were not qualified or modified as to uncertainty, 
audit scope, or accounting principles. The decision to change accountants was 
approved by the Company's Board of Directors. With respect to the Company's 
consolidated financial statements for fiscal years 1995 and 1996 and the 
subsequent interim periods preceding the change in accountants, there were no 
disagreements between the Company and Osburn, Henning and Company on any matter 
of accounting principles or practices, financial statement disclosure, or 
auditing scope or procedure, which, if not resolved to the satisfaction of 
Osburn, Henning and Company, would have caused it to make reference to the 
subject matter or the disagreement in connection with its report.

Item 7.  Financial Statements and Exhibits.

     (c) Exhibits.

         16.  Letter from Osburn, Henning and Company dated October 28, 1997,
              regarding its concurrence with the statements made in Item 4 of 
              this report.


                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.


                                              CNB, INC.
                                              ---------------------------------
                                              (Registrant)




Date: October 28, 1997                    By:         /s/ K.C. Trowell
                                              ---------------------------------
                                              K.C. Trowell
                                              President
                                              (Principal Executive Officer)


                                       2



<PAGE>


                                                 OSBURN, HENNING AND COMPANY
      

                                                                  Exhibit 16


                            October 28, 1997


Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549


Dear Sirs:

     We have read Item 4 of CNB, Inc.'s Form 8-K dated October 28, 1997, and 
are in agreement with the statements contained therein.

                                               Sincerely,


                                               /s/ Osburn, Henning and Company
                                               -------------------------------
                                                  Osburn, Henning and Company




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