- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
2010年12月11日 - 5:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3/A
(Rule 13e-100)
Rule 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
CNB FINANCIAL SERVICES, INC.
(Name of Issuer)
CNB FINANCIAL SERVICES, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
12613N103
(CUSIP Number of Class of Securities)
Charles D. Dunbar
Elizabeth Osenton Lord
Jackson Kelly PLLC
1600 Laidley Tower
500 Lee Street, East
Charleston, West Virginia 25301
(304) 340-1000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
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a.
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þ
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The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of
1934.
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b.
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o
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The filing of a registration statement under the Securities Act of 1933.
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c.
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A tender offer.
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d.
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o
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies.
o
Check the following box if the filing fee is a final amendment reporting the results of the
transaction:
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee
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*$1,005,204
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**$71.67
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*
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For purposes of calculation of the fee only, this amount is based on $59.55 (the book value
per share of the Issuer as of March 31, 2010) multiplied by 16,880 (the number of shares of
the registrants Class A Common Shares to be issued by Issuer).
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**
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Determined pursuant to Rule 0-11(b) by multiplying $1,005,204 by 0.0000713.
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Check Box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount
previously paid: $71.67
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Filing Party: CNB Financial Services, Inc.
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Form
or Registration No.: 005-60935
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Date Filed: July 6, 2010
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Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of this transaction, passed upon the merits or fairness of this transaction or passed
upon the adequacy or accuracy of the disclosure in this document. Any representation to the
contrary is a criminal offense.
TABLE OF CONTENTS
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SCHEDULE 13E-3/A
This Amendment No. 4 to Schedule 13E-3, which amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3
(as amended, the 13E-3 Statement) originally filed with the United States Securities and Exchange Commission (SEC) on July 6, 2010, amended on September 17, 2010,
and amended again on November 5, 2010, is being filed by CNB Financial Services, Inc. (the Company) in connection with an amendment to the Companys Articles of Incorporation and the Companys merger with CNB Merger
Corp., the effect of which is to authorize two new classes of Company Common Stock and reclassify all Company common stock shares held by any shareholder who on the effective date of the merger hold, in the aggregate, less than
150 common stock shares into newly created Class A Common Stock shares on a one-share-for-one-share exchange basis. All information set forth herein should be read in conjunction with the information contained or
incorporated by reference in the 13E-3 Statement.
All information set forth herein should be read in conjunction with the information contained or incorporated by reference in the
13E-3 Statement. Unless otherwise indicated, capitalized terms used or not defined herein have the respective meanings ascribed thereto in the 13E-3 Statement.
This final Amendment to Schedule 13E-3 is being filed with the SEC pursuant to the requirements of Rule 13e-3(d)(3) promulgated
under the Securities Exchange Act of 1934, as amended, to report the results of the transactions contemplated by the Amendment to the Companys Articles of Incorporation and the Plan of
Merger with CNB Merger Corporation.
The Company held a special shareholders meeting on December 9, 2010 to consider the Amendment to the Companys
Articles of Incorporation and the Plan of Merger. At the special shareholders meeting,
341,655 of the 441,348 eligible votes were represented in person or by proxy
(approximately 77.40%), thereby constituting the quorum required for the transaction of business.
At the
special shareholders meeting, there were 324,713 votes in favor of the Amendment to the Companys Articles of
Incorporation, 9,820 votes against the Amendment to the Companys Articles of
Incorporation, and 7,122 votes abstaining. The votes in favor of the Amendment to the
Articles of Incorporation represented approximately 73.6% of the
votes eligible to be cast, thereby constituting at least the majority favorable vote required to approve the Amendment to
the Companys Certificate of Incorporation.
At the
special shareholders meeting, there were 324,713 votes in favor of the Plan of Merger,
9,820 votes against the Plan of
Merger, and 7,122 votes abstaining. The votes in favor of the Plan of Merger represented
approximately 73.6% of the votes eligible to be cast, thereby constituting at least the majority favorable vote required to approve the Plan of Merger.
As a
result of the shareholder approval, the Companys common stock
is now held by approximately 251 holders of record.
The Companys Class A Common Stock is held by approximately 360 holders of record.
ITEM 1. SUMMARY TERM SHEET
Reg. M-A 1001
CNB Financial Services, Inc.s (CNB or Company) Board of Directors has adopted an Amendment to
the Companys Articles of Incorporation (the Amendment) and an Agreement of Merger which, if
approved by the Companys shareholders, will have the effect of reducing the number of Company
shareholders owning the Companys existing common stock to less than 300 and restricting the number
of shareholders owning the Companys newly created Class A Common Stock to less than 500
(Transaction). The Company must implement the Amendment to provide authorized Class A Common
Stock shares. The Agreement of Merger must be completed to reclassify certain Company Common Stock
shares into shares of the newly created Class A Common Stock. Following the Amendment and the
Merger, the Company expects to terminate its SEC reporting obligations under Section 12(g) in
accordance with SEC Rule 12g-4 and suspend its SEC reporting obligations under Section 15(d) in
accordance with SEC Rule 12h-3.
The following is the Summary Term Sheet for the Transaction:
THE AMENDMENT
THE AMENDMENT TO THE ARTICLES OF INCORPORATION
On June 10, 2010, CNBs Board of Directors adopted an Amendment to the Companys Articles of
Incorporation which provides for the authorization of 5,000,000 shares of Class A Common Stock and
5,000,000 shares of Class B Common Stock. The Amendment has not yet become effective. The
Amendment will become effective following shareholder approval and the filing of Articles of
Amendment with the West Virginia Secretary of State.
According to the terms of the Amendment, if the Amendment is approved:
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Article VI of the Companys Articles of Incorporation will be
amended to authorize 5,000,000 shares of Class A Common Stock,
which will enjoy rights and privileges separate and distinct from
the rights and privileges of the existing Common Stock and the
Class B Common Stock.
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Article VI of the Companys Articles of Incorporation will be
amended to authorize 5,000,000 shares of Class B Common Stock,
which will enjoy rights and privileges separate and distinct from
the existing Common Stock and the Class A Common Stock.
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The number of authorized Common Stock shares will remain at its
current number of 5,000,000. The existing Common Stock will
continue to enjoy all the rights and privileges it currently
enjoys, without change.
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The filing of the Amendment will not result in any issuance of Class A Common Stock or Class B
Common Stock shares. The Amendment will only serve to amend the Companys Articles of
Incorporation to provide authorized Class A Common Stock and Class B Common Stock shares.
EFFECTS OF THE AMENDMENT
As a result of the Amendment:
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CNBs Articles of Incorporation will be amended to authorize
5,000,000 shares of Class A Common Stock and 5,000,000 shares of
Class B Common Stock; and
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The Companys currently authorized 5,000,000 shares of Common Stock will be unchanged.
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CLASS A COMMON STOCK RIGHTS AND PRIVILEGES
The Amendment provides the Class A Common Stock will have rights and privileges separate and
distinct from the existing Common Stock and the Class B Common Stock. The Class A Common Stock
will enjoy the following rights and privileges:
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VOTING RIGHTS The Class A Common Stock will be allowed voting
rights only if the shareholders are being asked to approve a
merger, consolidation, conversion, sale of assets other than in
the regular course of business, voluntary dissolution of the
Company, or as required by law. The Class A Common Stock will not
enjoy general voting rights, including the right to participate in
the annual election of directors.
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DIVIDENDS If the Company declares dividends, dividends must be
paid on the Class A Common Stock before dividends may be paid on
the existing Common Stock. However, the Company shall be under no
obligation to pay dividends, and dividends are not cumulative. If
dividends are paid, the dividends paid on the Class A Common Stock
will enjoy a 10% premium over and above what is paid on the Common
Stock.
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CONVERSION In the event the Company is party to a merger, share
exchange, sale of assets other than in the regular course of
business, voluntary dissolution of the Company, or other change in
control which will result in the merger, sale, dissolution or
effective dissolution of the Company, the Class A Common Stock
will be converted into Common Stock shares and will be treated
equally in all respects with the existing Common Stock.
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REDEMPTION The Class A Common Stock will have no redemption rights.
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RIGHT OF FIRST REFUSAL The Class A Common Stock has a right of
first refusal in favor of the Company. Generally, this right of
first refusal requires a Class A Common Stock shareholder to
notify the Company in writing of the terms of any transfer or sale
of the Class A Common Stock. Following receipt of the written
notice, the Company has five (5) business days to either request
additional information regarding the sale or to immediately
exercise its right of first refusal and purchase the shares of
Class A Common Stock that are subject to the proposed transfer or
sale upon the same terms as the proposed transfer or sale. If the
transfer is to be made without consideration (i.e., a gift), the
Company shall have the right to purchase the shares for an amount
determined by the Board to be the fair value of the shares. The
Company retains the right to not exercise its right of first
refusal, which will allow the Class A Common Stock shareholder to
sell or transfer the shares in accordance with the terms of the
proposed transfer or offer. Any Class A Common Stock shares
transferred in violation of the right of first refusal is void and
of no effect and will not be recognized by the Company.
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LIQUIDATION PREFERENCE The Class A Common Stock will have a
liquidation preference over the existing Common Stock and the
Class B Common Stock. In the event of a liquidation, the Class A
Common Stock shareholders will be entitled to receive liquidation
assets equal to those assets received by the Common Stock
shareholders or the book value of the Companys Common Stock,
whichever is greater.
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CLASS B COMMON STOCK RIGHTS AND PRIVILEGES
The Amendment provides the Class B Common Stock will have rights and privileges separate and
distinct from the existing Common Stock and the Class A Common Stock. The Class B Common Stock
will enjoy the following rights and privileges:
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VOTING RIGHTS The Class B Common Stock will be allowed voting
rights only if the shareholders are being asked to approve a
merger, consolidation, conversion, sale of assets other than in
the regular course of business, voluntary dissolution of the
corporation, or as required by law. The Class B Common Stock will
not enjoy general voting rights, including the right to
participate in the annual election of directors.
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DIVIDENDS If the Company declares dividends, dividends must be
paid on the Class B Common Stock after dividends are paid on the
Class A Common Stock, but before dividends may be paid on the
existing Common Stock. However, there shall be no obligation to
pay dividends and dividends shall not be cumulative. If dividends
are paid, the dividends paid on the Class B Common Stock will
enjoy a 20% premium over and above what is paid on the Common
Stock.
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CONVERSION In the event the Company is party to a merger, share
exchange, sale of assets other than in the regular course of
business, voluntary dissolution of the Company, or other change in
control which will result in the merger, sale, dissolution or
effective dissolution of the Company, the Class B Common Stock
will be converted into Common Stock shares and will be treated
equally in all respects with the existing Common Stock.
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REDEMPTION The Class B Common Stock will have no redemption rights.
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RIGHT OF FIRST REFUSAL The Class B Common Stock has a right of
first refusal in favor of the Company. Generally, this right of
first refusal requires a Class B Common Stock shareholder to
notify the Company in writing of the terms of any transfer or sale
of the Class B Common Stock. Following receipt of the written
notice, the Company has five (5) business days to either request
additional information regarding the sale or to immediately
exercise its right of first refusal and purchase the shares of
Class B Common Stock that are subject to the proposed transfer or
sale upon the same terms as the proposed transfer or sale. If the
transfer is to be made without consideration (i.e. a gift), the
Company shall have the right to purchase the shares for an amount
determined by the Board to be the fair value of the shares. The
Company retains the right to not exercise its right of first
refusal, which will allow the Class B Common Stock shareholder to
sell or transfer the shares in accordance with the terms of the
proposed transfer or offer. Any Class B Common Stock shares
transferred in violation of the right of first refusal will be
void and of no effect and will not be recognized by the Company.
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LIQUIDATION PREFERENCE The Class B Common Stock will have a
liquidation preference superior to the existing Common Stock, but
after the Class A Common Stock.
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THE MERGER
THE AGREEMENT OF MERGER
On June 10, 2010, the Companys Board of Directors adopted an Agreement of Merger (the Agreement
of Merger) between CNB Financial Services, Inc. and CNB Merger Corp. (Merger Corp.), a newly
formed West Virginia corporation formed at the direction of the Companys Board of Directors and
for the sole purpose of facilitating the going private transaction, which calls for Merger Corp. to
be merged with and into CNB (the Merger). The Agreement of Merger has not yet become effective.
The Agreement of Merger will become effective following shareholder approval and the filing of
Articles of Merger with the West Virginia Secretary of State.
Under the terms of the Agreement of Merger, if the Merger is completed:
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All CNB Common Stock shares held by any shareholder who holds, in
the aggregate, 150 or more Common Stock shares as of the effective
date of the Merger, will remain Common Stock shares.
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All CNB Common Stock shares held by any CNB shareholder who holds,
in the aggregate (which includes record shares and beneficial shares attributable to the record holder), less than 150 Common
Stock shares as of the effective date of the Merger will be
converted into the right to receive Class A Common Stock shares on
a one-share-for-one-share exchange basis.
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No shares of the newly authorized Class B Common Stock will be issued as a result of the Merger.
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The officers and directors of CNB at the effective time of the
Merger will be the officers and directors of CNB immediately after
the Merger.
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EFFECTS OF THE MERGER
As a result of the Merger:
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All CNB Common Stock held by any shareholder who, in the
aggregate, holds 150 or more Common Stock shares as of the
effective date of the Merger, will remain Common Stock shares.
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The existing Common Stock will retain all of
the rights and privileges currently afforded
to the Common Stock.
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All CNB Common Stock shares held by any shareholder who, in the
aggregate, holds less than 150 Common Stock shares as of the
effective date of the Merger will be converted into the right to
receive Class A Common Stock shares on a one-share-for-one-share
exchange basis.
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The holders of the Class A Common Stock will enjoy all the rights
and privileges associated with the newly created Class A Common
Stock, which differ from the rights and privileges of the existing
Common Stock
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It is expected the Company will have less than 300 shareholders
owning its existing Common Stock and less than 500 shareholders
owning its newly created Class A Common Stock, which will allow
the Company to terminate its Securities and Exchange Commission
(SEC) reporting obligations under Section 12(g) in accordance
with Rule 12g-4 of the SEC Rules and Regulations and suspend its
SEC reporting obligations under Section 15(d) in accordance with
SEC Rule 12h-3.
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The percentage of ownership of Common Stock of CNB beneficially
held by the current officers and directors of the Company as a
group will increase from 16.04% to approximately 16.65%.
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All shareholders will have the right to dissent from the Merger
and exercise their appraisal rights pursuant to Section
31D-13-1301
et seq.
of the West Virginia Business Corporation Act.
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The aggregate shareholders equity of CNB as of
June 30, 2010,
which was approximately $26,703,419, will remain unchanged, except
for any change caused by shareholders who may choose to dissent
from the transaction.
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ITEM 2. SUBJECT COMPANY INFORMATION
Reg. M-A 1002
(a)
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CNB Financial Services, Inc., 101 S. Washington Street, Berkeley
Springs, West Virginia 25411, telephone number (304) 258-1520.
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(b)
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CNB Financial Services, Inc. Common Stock (Common Stock) 441,348
shares outstanding as of October 7, 2010.
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(c)
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The prices listed below represent the high and low market prices for
stock trades reported during each quarter. CNBs stock is not traded
on an established exchange and there are no known market makers,
therefore, there is no established public trading market for the
Common Stock. The prices listed below are based upon information
available to management through discussions with shareholders, and to
managements knowledge, represent the amount at which its stock was
traded during the periods
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indicated. Prices reflect amounts paid by purchasers of the stock and, therefore, may include commissions or
fees. The amounts of such commissions or fees, if any, are not known
to management. No attempt was made by management to ascertain the
prices for every sale made during these periods.
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HIGH TRADE
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LOW TRADE
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2008
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PRICE
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PRICE
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First Quarter
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$
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80.00
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$
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65.00
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Second Quarter
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67.00
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65.50
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Third Quarter
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63.50
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63.50
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Fourth Quarter
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63.85
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49.40
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2009
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First Quarter
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$
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66.00
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$
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47.00
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Second Quarter
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60.00
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44.50
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Third Quarter
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46.70
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46.70
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Fourth Quarter
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46.60
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45.25
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2010
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First Quarter
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$
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47.00
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$
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47.00
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Second Quarter
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51.50
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49.50
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Third Quarter
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50.50
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50.00
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(d)
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As a bank holding company, the Companys ability to pay dividends will
depend upon the dividends it receives from CNB Bank, Inc. (Bank),
the holding companys sole subsidiary. Also, the ability of the
Company to pay dividends depends on the extent of any Company
obligations, such as debt service and whether the Company is current
with any debt service obligations and not in default with the terms of
any loan agreement. The Companys ability to pay dividends is also
restricted by various banking regulations and, in particular, the
Companys obligation to act as a source of strength to its wholly
owned subsidiary bank.
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As the sole Bank shareholder, the Company is entitled to dividends as may be
declared by the Board of Directors of the Bank out of funds legally available
for dividends. The future dividend policies of the Bank, however, are subject
to the discretion of the Board of Directors of the Bank and will depend upon
such factors as future earnings, financial condition, cash needs, capital
adequacy, compliance with applicable statutory and regulatory requirements and
general business conditions. West Virginia state law allows a banks board of
directors to declare a dividend of so much of the Banks net profits as they
shall judge expedient, except that until the surplus fund of such banking
institution equals its common stock, no dividends shall be declared unless
there has been carried to the surplus fund not less than 10% of the Banks net
profits of the preceding half year in the case of quarterly or semi-annual
dividends, or not less than 10% of the Banks net profits of the preceding two
consecutive half-years in the case of annual dividends. Further, West Virginia
state law requires approval of the State Banking Commissioner before a bank may
declare dividends which exceed the total of its net profits of that year,
combined with its retained net profits of the preceding two years. As of
January 1, 2010, CNB had $5,744,000 available for dividends.
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Since January 1, 2008, the Bank has paid the following dividends:
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CASH
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DIVIDENDS
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2008
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DECLARED
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First Quarter
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$
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0.00
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Second Quarter
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$
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0.53
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Third Quarter
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$
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0.00
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Fourth Quarter
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$
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1.37
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2009
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First Quarter
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$
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0.00
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Second Quarter
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$
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0.53
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Third Quarter
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$
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0.00
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Fourth Quarter
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$
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1.02
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2010
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First Quarter
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$
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0.00
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Second Quarter
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$
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0.53
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Third Quarter
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$
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0.00
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(e)
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Not applicable.
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(f)
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On August 23, 2007, the Board of Directors approved a stock repurchase
program to repurchase issued shares of common stock of CNB.
Management is authorized to repurchase up to 45,504 shares or 10% of
the outstanding shares of CNBs Common Stock at the prevailing fair
market value. Below is a listing of the shares repurchased during the
past two years (by quarter) and information relating to the repurchase
price of those shares.
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Total Number of
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Period
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Shares Purchased
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Range of Prices
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Average Purchase Price
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2008
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First Quarter
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Second Quarter
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3,900
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$
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65.50 $66.00
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$
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65.87
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Third Quarter
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820
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$
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63.50 $63.85
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$
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63.64
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Fourth Quarter
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1,078
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$
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49.40 $50.00
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$
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49.93
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|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
1,753
|
|
|
$
|
47.00 $50.00
|
|
|
$
|
47.34
|
|
Second Quarter
|
|
|
1,550
|
|
|
$
|
44.50 $48.50
|
|
|
$
|
45.56
|
|
Third Quarter
|
|
|
400
|
|
|
$
|
46.70
|
|
|
$
|
46.70
|
|
Fourth Quarter
|
|
|
1,800
|
|
|
$
|
45.25 $46.60
|
|
|
$
|
45.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
844
|
|
|
$
|
47.00
|
|
|
$
|
47.00
|
|
Second Quarter
|
|
|
1,456
|
|
|
$
|
49.50 $51.50
|
|
|
$
|
50.25
|
|
Third Quarter
|
|
|
146
|
|
|
$
|
50.00 $50.50
|
|
|
$
|
50.47
|
|
6
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
Reg. M-A 1103(a) through (c)
(a)-(c)
|
|
See response to Item 2(a). The filing person is the subject
company. CNB is incorporated in the State of West Virginia.
During the last five years, CNB has not been convicted in a
criminal proceeding and has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or
state securities laws or a finding of any violation of federal or
state securities laws.
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|
|
|
Directors and Executive Officers of CNB
|
|
|
|
Set forth in the table below are the (i) name, (ii) address, (iii) current principal
occupation or employment, and the name, principal business and address of any corporation
or other organization in which the employment or occupation is conducted, and (iv)
material occupations, positions, offices or employment during the past five years, and the
name, principal business and address of any corporation or other organization in which the
occupation, position, office or employment was carried on, of each of the Companys
directors and executive officers. None of the listed individuals was convicted in a
criminal proceeding in the past five years (excluding traffic violations or similar
misdemeanors) and was not a party to any judicial or administrative proceeding that
resulted in a judgment, decree or final order enjoining the person from future violations
of, or prohibiting activities subject to, federal or state securities laws, or a finding
of any violation of federal or state securities laws. Each person identified below is a
United States citizen. Unless otherwise noted, the principal business address of each
person identified below is 101 S. Washington Street, Berkeley Springs, West Virginia
25411.
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|
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|
|
|
|
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|
|
Principal Occupation for Past Five Years
|
Name
|
|
Age
|
|
Director Since
|
|
and Position Held with CNB
|
Jay E. Dick
|
|
|
57
|
|
|
|
1983
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|
|
Retired Manager Hunters Hardware, Inc.,
|
29 Pendle Court
|
|
|
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|
|
|
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|
155 Independence Street, Berkeley Springs, WV 25411
|
Berkeley Springs, WV 25411
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|
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|
|
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|
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|
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Jerald McGraw
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63
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1988
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|
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Insurance Smith Nadenbousch Insurance Agency,
|
PO Box 495
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|
|
|
|
|
|
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|
|
28 North Washington Street, Berkeley Springs, WV 25411
|
Berkeley Springs, WV 25411
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|
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|
Thomas F. Rokisky
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|
|
63
|
|
|
|
1993
|
|
|
President and Chief Executive Officer, CNB and CNB Bank, Inc.
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|
|
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|
Arlie R. Yost
|
|
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62
|
|
|
|
1988
|
|
|
Licensed Residential Appraiser Appraisal Services,
|
250 Spring Valley Drive
|
|
|
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|
|
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|
|
1809 Valley Road, Berkeley Springs, WV 25411
|
Berkeley Springs, Wv 25411
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Robert Ayers
|
|
|
80
|
|
|
|
1974
|
|
|
Retired President, Citizens National Bank (predecessor to
|
1187 Winchester Grade Road
|
|
|
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|
|
|
CNB Bank, Inc.),
|
Berkeley Springs, WV 25411
|
|
|
|
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|
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|
101 South Washington Street, Berkeley Springs, WV 25411
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|
|
|
|
|
|
|
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|
John E. Barker
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|
|
81
|
|
|
|
1972
|
|
|
Auto Sales-Service Barkers Auto Sales,
|
820 Fairview Drive
|
|
|
|
|
|
|
|
|
|
347 North Washington Street, Berkeley Springs, WV 25411
|
Berkeley Springs, WV 25411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Herbert L. Eppinger
|
|
|
77
|
|
|
|
1979
|
|
|
Retired Agriculture Executive Director, Agricultural
|
40 Rockwell Court
|
|
|
|
|
|
|
|
|
|
Stabilization and Conservation Service, Farm Service Agency,
|
Berkeley Springs, WV 25411
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|
|
|
|
|
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1450-5 Edwin Miller Boulevard, Martinsburg, WV 25401
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|
|
|
|
|
|
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|
J. Philip Kesecker
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|
|
80
|
|
|
|
1965
|
|
|
Real Estate Development JPK, Inc.,
|
78 Fairfax Lane
|
|
|
|
|
|
|
|
|
|
PO Box 400, Berkeley Springs, WV 25411
|
Berkeley Springs, WV 25411
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Principal Occupation for Past Five Years
|
Name
|
|
Age
|
|
Director Since
|
|
and Position Held with CNB
|
Kenneth W. Apple
|
|
|
53
|
|
|
|
2003
|
|
|
Certified Public Accountant Kenneth Apple, CPA,
|
71 Mohican Way
|
|
|
|
|
|
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|
|
|
105 South Tennessee Avenue, Martinsburg, WV 25401
|
Falling Waters, WV 25419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Margaret S. Bartles
|
|
|
55
|
|
|
|
2002
|
|
|
Realtor Long and Foster of West Virginia,
|
348 Miranda Court
|
|
|
|
|
|
|
|
|
|
976 Foxcroft Avenue, Martinsburg, WV 25401
|
Martinsburg, WV 25401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martha H. Quarantillo
|
|
|
50
|
|
|
|
1999
|
|
|
Pharmacist Reeds Pharmacy,
|
94 Ironwood Drive
|
|
|
|
|
|
|
|
|
|
343 North Pennsylvania Avenue, Hancock, MD 21750
|
Berkeley Springs, WV 25411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles S. Trump IV
|
|
|
49
|
|
|
|
1986
|
|
|
Attorney at Law Trump and Trump, LC,
|
491 Cacapon Road
|
|
|
|
|
|
|
|
|
|
171 South Washington Street, Berkeley Springs, WV 25411
|
Berkeley Springs, WV 25411
|
|
|
|
|
|
|
|
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|
|
ITEM 4. TERMS OF THE TRANSACTION
Reg. M-A 1004(a) and (c) through (f)
(a)(i)
|
|
The Companys Board of Directors has adopted an Amendment to the
Companys Articles of Incorporation and an Agreement of Merger
which, if approved by the Companys shareholders, will have the
combined effect of amending the Companys Articles of Incorporation
to authorize Class A Common Stock shares and converting a number of
the Companys current outstanding Common Stock into the right to
receive the newly created Class A Common Stock shares on a
one-share-for-one-share exchange basis. According to the terms of
the Agreement of Merger, those Company shareholders holding, in the
aggregate (which includes shares held of record and shares held in
street name combined), less than 150 Company Common Stock shares at
the effective time of the Merger will have their Company Common
Stock shares converted into the right to receive the Companys
Class A Common Stock shares on a one-share-for-one-share exchange
basis. Those shareholders holding, in the aggregate, 150 or more
Company Common Stock shares at the effective time of the
transaction will retain their existing Common Stock shares.
|
|
(a)(ii)
|
|
For those shareholders owning, in the aggregate, less than 150
Company Common Stock shares, the consideration offered will be the
newly created Class A Common Stock shares. A description of the
rights and privileges of the Class A Common Stock is contained in
Item 1. Those shareholders holding, in the aggregate, 150 or more
Common Stock shares at the effective time will retain their Common
Stock without change, unless such shareholders dissent from the
Agreement of Merger.
|
|
(a)(iii)
|
|
The Company has chosen to amend its Articles of Incorporation and effect the Agreement of
Merger to allow the Company to terminate its SEC reporting requirements imposed by Section
12(g) of the Exchange Act. The Company estimates this suspension will save approximately
$143,000 annually. See also the response to Item 8.
|
|
(a)(iv)
|
|
Both the Amendment to the Articles of Incorporation and the Agreement of Merger must be
approved by at least a majority of the shares entitled to vote at the Special Meeting of
Shareholders for the transaction to be effective.
|
|
(a)(v)
|
|
See response to Item 1.
|
|
(a)(vi)
|
|
Not applicable. The accounting treatment of the transaction is not considered to be material.
|
|
(a)(vii)
|
|
It is not expected the transaction will be a taxable event for
those shareholders retaining their existing common stock shares
or those shareholders exchanging their common stock shares for
newly created Class A Common Stock. It is expected any
shareholders who may choose to dissent from the transaction and
receive in cash the fair value for their shares will have a
taxable event.
|
8
(c)
|
|
Those shareholders holding, in the aggregate, less than 150 shares
will be treated differently than those shareholders holding, in the
aggregate, 150 or more Company Common Stock shares at the effective
time of the transaction. According to the terms of the Agreement of
Merger, those Company shareholders holding, in the aggregate, less
than 150 Company Common Stock shares at the effective time of the
Merger will have their Company Common Stock shares converted into the
right to receive the Companys Class A Common Stock shares on a
one-share-for-one-share exchange basis. Those shareholders holding,
in the aggregate, 150 or more Company Common Stock shares at the
effective time of the transaction will retain their existing Common
Stock shares without change.
|
|
(d)
|
|
APPRAISAL RIGHTS
|
|
|
|
CNB stockholders have the right to dissent from the Merger in
accordance with sections 31D-13-1301
et
seq
. of the West Virginia
Business Corporation Act (Article 13). If the statutory procedures
are complied with and the Merger is consummated, dissenting holders
would be entitled to receive cash equal to the fair value of the CNB
Common Stock held by them. Such fair value is determined as of the
day immediately preceding the special meeting. Any judicial
determination of the fair value of the shares could be based upon
considerations other than or in addition to the cash consideration
payable in the Merger and the market value of the shares, including
asset values, the investment value of the CNB Common Stock and any
other valuation considerations generally accepted in the investment
community. The value so determined for dissenting shares could be
more or less than the cash consideration payable in the Merger, and
payment of such consideration would take place subsequent to payment
pursuant to the Merger.
|
|
|
|
Article 13 provides that the statutory appraisal rights remedy
provided under Article 13 to a stockholder objecting to the Merger is
the exclusive remedy for the recovery of the value of such
stockholders shares or for money damages to such stockholder with
respect to the Merger. If CNB complies with the requirements of
Article 13, any stockholder who fails to comply with the requirements
of that Article shall not be entitled to bring suit for the recovery
of the value of his shares or for money damages to the stockholder
with respect to the Merger.
|
|
|
|
The rights of dissenting holders of shares are governed by Article 13.
The following summary of applicable provisions of Article 13 is not
intended to be a complete statement of such provisions and is
qualified in its entirety by reference to the full text of Article 13,
which is included as Annex C to the proxy statement.
|
|
|
|
A holder of CNB Common Stock as of the record date for the Special
Meeting who files written notice of his or her intent to demand
payment with CNB prior to the vote on the Merger at the Special
Meeting, who has not voted in favor of the Merger Agreement and who
has made a demand for compensation as provided under Article 13 is
entitled under such provisions, as an alternative to receiving the
consideration offered in the Merger for all of his or her CNB Common
Stock, to the fair value of his or her CNB Common Stock. The following
is a summary of the procedural steps that must be taken if the
appraisal rights are to be validly exercised.
|
|
|
|
Any stockholder of CNB may elect to exercise his or her right to
dissent from the Merger by filing with CNB, at the address set forth
below, prior to the vote on the Merger at the Special Meeting, a
written objection to the Merger, setting out that such stockholders
appraisal rights will be exercised if the Merger is effected.
|
|
|
|
Within ten (10) days of the effective date of the Merger, CNB will
deliver or mail to such stockholder written notice that the Merger has
been effected and supply a form that specifies the date of the first
announcement of the principle terms of the proposed corporation action
and requires the dissenting stockholder to certify (1) whether or not
the dissenting stockholder held beneficial ownership of his or her
shares for which appraisal rights are asserted prior to the date of
the announcement; and (2) that the stockholder did not vote in favor
of the Merger. CNBs notice also must state:
|
9
|
|
|
Where the form must be sent and where certificates for
certificated shares must be deposited and the date by which those
certificates must be deposited;
|
|
|
|
|
A date by which CNB must receive the form which date may not
be fewer than forty (40) nor more than sixty (60) days after the date
the appraisal notice and form are sent and state that the stockholder
is deemed to have waived the right to demand appraisal unless the form
is received by CNB by the specified date;
|
|
|
|
|
CNBs estimate of the fair value of the shares;
|
|
|
|
|
That, if requested in writing, CNB will provide to the
stockholder requesting, within ten (10) days after the date upon which
the Company must receive the form, the number of stockholders who
return the forms and the number of shares owned by them; and
|
|
|
|
|
The date by which a stockholder may provide notice to withdraw
his or her request for appraisal rights.
|
|
|
CNBs notice also must be accompanied by Article 13. A dissenting
stockholder who wishes to exercise appraisal rights must certify on
the form sent by CNB whether he or she acquired beneficial ownership
of the shares prior to the date set forth in the notice, must execute
and return the form and, in the case of certificated shares, deposit
his or her stock certificates in accordance with the terms of the
notice. Once a dissenting stockholder deposits his or her certificates
or, in the case of uncertificated shares, returns the executed forms,
the dissenting stockholder loses all rights as a stockholder unless he
or she withdraws the request for appraisal rights.
|
|
|
|
A dissenting stockholder may decline to exercise appraisal rights and
withdraw from the appraisal process by notifying CNB in writing by the
date set forth in the appraisal notice. If the dissenting stockholder
fails to withdraw from the appraisal process by the date given in the
notice, he or she may not withdraw without CNBs written consent.
|
|
|
|
Within thirty (30) days after receipt of the appraisal notice from the
dissenting stockholder, CNB shall pay in cash to those stockholders
who properly exercise their appraisal rights, the amount that CNB
estimates to be the fair value of their shares, plus interest. This
payment to each dissenting stockholder will be accompanied by:
|
|
|
|
CNB financial statements, consisting of a balance sheet as of
the end of the most recent fiscal year, an income statement for that
year, a statement of changes in shareholders equity for that year and
the latest available interim financial statements, if any;
|
|
|
|
|
A statement of CNBs estimate of the fair value of the shares,
which must equal or exceed CNBs estimate given in the appraisal
notice; and
|
|
|
|
|
A statement that dissenting stockholders have the right to
demand further payment and that if any dissenting stockholder does not
make a demand for further payment within the time period specified,
the dissenting stockholder is deemed to have accepted the payment in
full satisfaction of CNBs obligations under Article 13.
|
|
|
CNB may elect to withhold payment from any dissenting stockholder who
does not certify that he or she had beneficial ownership of all of the
shares for which he or she asserted appraisal rights prior to the date
set forth in the appraisal notice. If CNB elects to withhold payment,
it must, within thirty (30) days after the appraisal notice is due,
provide all dissenting stockholders holding after acquired shares:
|
10
|
|
|
CNB financial statements consisting of a balance sheet as of
the end of the most recent fiscal year, an income statement for that
year, a statement of changes in shareholders equity for that year and
the latest available interim financial statements, if any;
|
|
|
|
|
CNBs estimate of fair value;
|
|
|
|
|
That they may accept CNBs estimate of fair value, plus
interest, in full satisfaction of their demands or demand payment
under Section 31D-13-1326 of the West Virginia Business Corporation
Act;
|
|
|
|
|
That those dissenting stockholders who wish to accept the
offer must notify CNB within thirty (30) days after receiving the
offer; and
|
|
|
|
|
That those dissenting stockholders who do not satisfy the
requirements for demanding appraisal under Section 31D-13-1326 of the
West Virginia Business Corporation Act are deemed to have accepted
CNBs offer. CNB will pay all stockholders who accept the offer within
ten (10) days after receiving the stockholders acceptance in full
satisfaction of the stockholders demand. Within forty (40) days after
sending notice, CNB must pay in cash the amount it offered to each
dissenting stockholder that did not qualify to demand appraisal under
Section 31D-13-1326.
|
|
|
If a dissenting stockholder is dissatisfied with the amount of
payment, he or she must notify CNB in writing of the dissenting
stockholders estimate of the fair value of the shares and demand
payment of that estimate plus interest less any payment already made
by CNB. A stockholder of after acquired shares who is dissatisfied
with that offer must reject the offer and demand payment of the
dissenting stockholders stated estimate of the fair value of the
shares plus interest.
|
|
|
|
A dissenting stockholder who fails to notify CNB in writing of the
dissenting stockholders demand to be paid his or her stated estimate
of the fair value plus interest within thirty (30) days after
receiving CNBs offer of payment waives the right to demand payment
and is entitled only to the payment made or offered by CNB. If there
is still a disagreement between CNB and the dissenting stockholder
after compliance by both parties with the provisions listed above,
CNB, within sixty (60) days after receiving the payment demand from
the dissenting stockholder, shall commence proceeding and petition the
court to determine the fair value of the shares and accrued interest.
If CNB does not commence the proceeding within the sixty (60) day
period, it shall pay in cash to each dissenting stockholder the amount
that the dissenting stockholder demanded plus interest. CNB shall make
all dissenting stockholders whose demands remain unsettled parties to
the proceeding and all parties must be served with a copy of the
petition.
|
|
|
|
The jurisdiction of the court in the proceeding is plenary and
exclusive. The court may appoint one or more persons as appraisers to
receive evidence and recommend a decision on the question of fair
value. The stockholders demanding appraisal rights are entitled to the
same discovery rights as parties in other civil proceedings. There is
no right to a jury trial.
|
|
|
|
Each stockholder made a party to the proceeding is entitled to
judgment for the amount, if any, by which the court finds the fair
value of the stockholders shares, plus interest, exceeds the amount
paid by CNB to the stockholder; or for the fair value, plus interest,
of the stockholders shares for which CNB elected to withhold payment.
|
11
|
|
The court in an appraisal proceeding shall determine all costs of the
proceeding, including reasonable compensation and expenses of
appraisers appointed by the court. The court shall assess the costs
against CNB, except that the court may assess costs against some or
all of the stockholders demanding appraisal, in amounts the court
finds equitable to the extent the court finds the stockholders acted
arbitrarily, vexatiously or not in good faith. The court in an
appraisal proceeding may also assess the fees and expenses of counsel
and experts for the respective parties in amounts the court finds
equitable:
|
|
|
|
Against CNB and in favor of any and all stockholders demanding
appraisal if the court finds that CNB did not substantially comply
with the requirements of Article 13; or
|
|
|
|
|
Against either CNB or the stockholder(s) demanding appraisal,
in favor of any other party, if the court finds that the party against
whom fees and expenses are assessed acted arbitrarily, vexatiously or
not in good faith.
|
|
|
If the court finds that the services of counsel for any stockholder
were of substantial benefit to other dissenting stockholders, and that
fees for those services should not be assessed against CNB, the court
may award to counsel reasonable fees to be paid out of the amounts
awarding to the dissenting stockholders who are benefited.
|
|
|
|
To the extent CNB fails to make a required payment pursuant to Article
13, the stockholder may sue directly for the amount owed and, to the
extent successful, the stockholder is entitled to recover from CNB all
costs and expenses of that suit including counsel fees.
|
|
|
|
A dissenting stockholders written objection to the Merger and demand
for payment must be in addition to and separate from any vote against
the Merger. Voting against the Merger will not constitute the written
notice required to be filed by a dissenting CNB stockholder. A
stockholder voting for the Merger or not voting on the Merger will be
deemed to have waived his dissenters rights.
|
|
|
|
Under Article 13 holders of record of CNB Common Stock are entitled to
dissenters rights as described above, and the procedures to perfect
such rights must be carried out by and in the name of holders of
record. Persons who are beneficial but not record owners of CNB Common
Stock and who wish to exercise dissenters rights with respect to the
Merger should consult promptly with the record holders of their shares
as to the exercise of such rights. All written objections and demands
for payment should be addressed to CNB Financial Services, Inc., 101
S. Washington Street, Berkeley Springs, West Virginia 25411,
Attention: Rebecca Stotler. All written objections and demand for
payment must be received before the Special Meeting or be delivered at
such meeting prior to the vote. Demands for payment must be made as
described above.
|
|
(e)
|
|
Unaffiliated security holders are being treated the same in all
respects as affiliated security holders in this transaction.
Unaffiliated security holders will have access to the Companys
corporate files only as allowed by applicable West Virginia law.
Further, unaffiliated shareholders shall not have the right to obtain
counsel or appraisal services at the Companys expense, except as may
be allowed in accordance with applicable West Virginia law.
|
|
(f)
|
|
The Companys Common Stock is not traded on an established exchange
and there are no known market makers; therefore there is no
established trading market for the Companys stock.
|
12
|
|
It is anticipated the Company Class A Common Stock that will be exchanged for
certain Company Common Stock shares will not be quoted on the Over-the-Counter
Bulletin Board following the transaction. The Company has not taken steps to
ensure the Class A Common Stock shares are or will be eligible for quotation on
the Over-the-Counter Bulletin Board or other automated quotation systems
operated by a national securities association. The Company will have a right
of first refusal for the Class A Common Stock and will act as the sole market
maker for these shares.
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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Reg. M-A 1005(a) through (c) and (e)
(a)
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The information set forth under Affiliated Party
Business Relationships set forth on page 29 of the
Companys Proxy Statement in connection with the Companys 2010 Annual
Meeting of Shareholders filed with the Securities and Exchange
Commission on March 11, 2010 is hereby incorporated by reference.
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The Directors and Officers of the Company have had an expectation to continue
to have banking transactions with the Bank in the ordinary course of business.
Extensions of credit to such persons are made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons. It is the opinion of management that these transactions do not
involve more than a normal risk of collectability or present other unfavorable
measures.
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As of June 8, 2010, the Companys Directors have the following
transactions with the Bank: Trump and Trump, in which Director
Charles S. Trump, IV is a partner, performed legal services for CNB
and the Bank. Fees paid by CNB and the Bank to that law firm were
$73,071 for year-to-date 2010 and $67,367 during 2009.
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(b)
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Effective October 16, 2006, the Companys sole subsidiary converted
from a national banking organization to a state-chartered Federal
Reserve non-member bank. Prior to October 16, 2006, the Companys
sole subsidiary did business as Citizens National Bank of Berkeley
Springs, which was a nationally-chartered commercial bank.
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(c)
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Not applicable.
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(e)
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Not applicable.
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Reg. M-A 1006(b) and (c)(1)-(8)
(b)
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The Company Common Stock received in exchange for the Class A Common
Stock will be cancelled and will serve as authorized but unissued shares.
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(c)
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The Company plans to terminate its obligation to file reports under
Section 12(g) of the Exchange Act following the transaction. The
Company does not plan to undertake other material changes to its
operations in connection with or as a result of this transaction.
However, the preceding does not restrict the Company from engaging in
material changes to its operations in the future.
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13
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
Reg. M-A 1013
(a)
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The Company is undergoing the 13E-3 transaction to reduce the number
of stockholders owning the Companys stock to below 300 and restrict
the number of stockholders owning the Companys Class A Common Stock
to below 500, which will allow the Company to terminate its Section
12(g) SEC reporting obligations in accordance with SEC Rule 12g-4 and
suspend its Section 15(d) SEC reporting obligations in accordance with
SEC Rule 12h-3.
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(b)
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The Company considered effecting the 13E-3 transaction by manner of a
tender offer for the Companys shares. The Companys Board of
Directors did not pursue the 13E-3 transaction through a tender offer
because the number of shareholders who may have chosen to tender their
shares in exchange for cash could not be ascertained. Accordingly, it
was not certain the Company would achieve its objectives of reducing
the number of Common Stock shareholders to below 300. Further, the
Companys Board of Directors felt it was prudent to preserve the
Companys existing capital.
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In addition to considering a tender offer, the Companys Board of Directors
considered engaging in a cash-out merger transaction. This transaction would
have required those shareholders owning less than 150 shares to sell their
shares to the Company for a Board determined stock price, subject to the
shareholders right to dissent from the transaction. The Companys Board of
Directors did not pursue the 13E-3 transaction as a cash-out merger because the
Companys Board of Directors believe the Companys existing shareholders should
be afforded the opportunity to retain an equity interest in the Company. The
Companys Board of Directors also believed it was prudent to preserve the
Companys existing capital.
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(c)
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The Companys Board of Directors determined to structure the 13E-3
transaction as a merger type transaction which will result in certain
Company shareholders exchanging their common stock shares for newly
created Class A Common Stock shares to allow each of the Companys
shareholders the ability to retain an ongoing equity interest in the
Company and to preserve the Companys existing capital. The Board of
Directors also chose to pursue this transaction structure based on the
Boards belief that the transaction is fair to each of the Companys
shareholders, including affiliated and unaffiliated shareholders.
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(d)
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The transaction will result in the Company having less than 300
shareholders owning the Companys existing Common Stock and less than
500 shareholders owning the Companys newly created Class A Common
Stock, which will allow the Company to terminate its SEC reporting
obligations imposed by Section 12(g) of the Exchange Act. The effect
on the Companys shareholders, including both affiliated and
unaffiliated shareholders, will depend on whether the shareholder
owns, at the effective time of the Agreement of Merger, in the
aggregate, 150 or more Common Stock shares. See the response to Item
1 for more information.
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It is not expected the Company, or the shareholders returning their existing Common Stock or
those shareholders exchanging their Common Stock for newly created Class A Common Stock
shares, will have a taxable event as a result of this transaction. It is expected those
shareholders who may dissent from the transaction and receive in cash the fair value for
their shares will have a taxable event.
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ITEM 8. FAIRNESS OF THE TRANSACTION
Reg. M-A 1014
(a)
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The Company and the Companys Board of Directors reasonably believes
the transaction is fair to all Company shareholders, including
affiliated and unaffiliated shareholders.
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(b)
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The Board considered a number of factors in determining whether to
approve the Agreement of Merger. The Boards primary reason for
adopting the Amendment and the Agreement of Merger is that, following
the effective time of the transaction, the Company will be able to
terminate its SEC reporting
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14
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requirements. The Board considered the
views of management relating to cost savings to be achieved by
terminating the registration requirements of the Common Stock under
the Exchange Act. CNBs management determined that cost savings of
approximately $143,000 per year could be achieved if CNB terminated
its SEC reporting obligations imposed by the Exchange Act, including
indirect savings resulting from reductions in the time and effort
currently required of management to comply with the reporting and
other requirements associated with continued reporting of the Common
Stock under the Securities Exchange Act of 1934, as amended (the
Exchange Act). The Board also considered the effect that
terminating the reporting requirements of the Common Stock would have
on the market for the Common Stock and the ability of shareholders to
buy and sell shares, as well as the market for the newly created Class
A Common Stock. The Board determined that, even as a publicly-traded
corporation, there is a limited market for the shares of CNBs Common
Stock, especially for sales of large blocks of such shares, and that
CNBs shareholders derive little benefit from CNBs status as an SEC
reporting corporation. The Board determined that the cost savings and
reduced burden on management to be achieved by terminating the
Companys reporting requirements on the Common Stock under the
Exchange Act outweighed any potential detriment from terminating such
reporting requirements.
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The Board considered numerous factors, discussed below, in reaching its
conclusion as to the fairness of the Amendment and Agreement of Merger to all
shareholders, including both affiliated and unaffiliated shareholders. The
Board also engaged the services of a financial adviser to provide an opinion as
to the fairness of the transaction, from a financial point of view, to the
Companys shareholders who will retain their Common Stock, and the Companys
shareholders whose Common Stock will be converted into the right to receive
newly created Class A Common Stock on a one-share-for-one-share exchange basis.
The Board did not assign any specific weights to the factors listed below.
Moreover, in their considerations individual directors may have given differing
weights to different factors.
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BURDEN OF SEC REPORTING REQUIREMENTS The Board considered the time and expense
involved in preparing and filing the documents the Company is required to file with the
SEC pursuant to Section 12(g) of the Exchange Act. In considering this burden, the
Board considered both the actual money expended on the preparation and filing of the
documents, as well as the time Company officers and directors spent in preparing the
required documentation.
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LACK OF PERCEIVED BENEFIT FROM REPORTING COMPANY STATUS The Board considered the
benefits afforded to the Company by reason of its reporting Company status. The
directors considered both the information that was made publicly available through the
SEC filings, as well as what information would be available to shareholders following
the termination of the SEC reporting requirements. Based on this review, the Board
felt the cost and time associated with preparing the SEC filings was not justified,
based on the Company information that would still be publicly available following the
suspension of the reporting requirements.
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RIGHTS AND PRIVILEGES OF NEWLY CREATED CLASS A COMMON STOCK The Board considered
the rights and privileges of the newly created Class A Common Stock. The Board
considered the voting rights, dividend preferences, conversion rights, redemption
rights, right of first refusal in favor of the Company, and the liquidation preference
of the newly created Class A Common Stock and the Class B Common Stock. After
reviewing the rights and privileges of the newly created classes, the Board felt the
rights and privileges of the Class A Common Stock and Class B Common Stock were
commensurate with the rights and privileges of the existing Common Stock.
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FAIRNESS TO ALL SHAREHOLDERS The Board considered the overall fairness of the
transaction to both those shareholders retaining their existing Common Stock and those
shareholders who will have their Common Stock converted into the right to receive Class
A Common Stock on a one-share-for-one-share exchange basis. The Board also considered
the fairness of the transaction procedure.
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OPINION OF FINANCIAL ADVISOR. The Board considered the opinion of Howe Barnes
Hoefer & Arnett (Howe Barnes) rendered to the Board on June 24, 2010 to the effect
of, as of the date of such opinion and based upon and subject to certain matters stated
therein, the terms of the Agreement of
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15
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Merger providing for certain Company shareholders to retain their Common Stock shares
and certain Company Common Stock to be converted into the right to receive newly created
Class A Common Stock shares on a one-share-for-one-share exchange basis, was fair, from
a financial point of view, to CNBs shareholders, including affiliated and unaffiliated
shareholders.
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(c)
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The transaction is not structured so that approval of at least a
majority of unaffiliated security holders is required.
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(d)
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A majority of the directors who are not employees of the Company have
not retained an unaffiliated representative to act solely on behalf of
unaffiliated shareholders for purposes of negotiating the terms of the
Agreement of Merger and/or preparing a report concerning the fairness
of the transaction.
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(e)
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The Transaction was unanimously approved by the Companys Board of
Directors. Accordingly, the Transaction was approved by a majority of
the Directors of the Company who are not employees of the Company.
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(f)
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Not applicable.
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTATIONS
Reg. M-A 1015
(a)
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The Company has received from Howe Barnes an opinion as to the
fairness of the Transaction, from a financial point of view, to the
Companys shareholders, including affiliated and unaffiliated
shareholders.
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(b)
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The Company engaged Howe Barnes to act as its financial advisor in
connection with the Merger. Howe Barnes is a full-service brokerage
firm that specializes in preparing and issuing fairness reports. The
Company engaged Howe Barnes following a review of multiple appraisals
for the engagement based on their reputation and prior experience in
evaluating similar transactions. Howe Barnes fee for preparing and
issuing the opinion was approximately $16,000. See Item 16(b) for a
copy of the fairness opinion.
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(c)
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Howe Barnes also prepared a report in connection with the fairness
opinion. The report will be available to the Companys shareholders
and any shareholder representative who has been so designated in
writing for inspection and copying at the Companys principal
executive offices during its regular business hours up to the time of
the Companys special meeting of shareholders.
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ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Reg. M-A 1007
(a)
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No cash funds will be used in connection with this transaction, except
as may be required to pay shareholders who may dissent from the
Transaction. Instead, the consideration to be used will be the
Companys Class A Common Stock.
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According to the terms of the Agreement of Merger, Company shareholders have the right to
dissent from the Merger. Any shareholder who chooses to dissent from the Merger and who
properly follows the West Virginia appraisal rights statute will be paid in cash the fair
value for their shares. The funds used to pay those shareholders will come from the
Companys retained earnings and, if necessary, from its subsidiary banks retained earnings.
If the retained earnings of the Company and the Bank will not provide sufficient funds to
pay dissenting shareholders, the Company may consider alternative funding sources, including
borrowed funds. The Companys Board of Directors also has the ability to abandon the
Transaction in the event the Board determines the number of dissenters will require an
excessive capital expenditure.
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16
(b)
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Not applicable. The Company has no set financing or alternative financing arrangements at this time.
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(c)
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The transaction expenses are estimated as follows:
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Description
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Amount
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Advisory fees and expenses
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$
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16,000
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Legal fees and expenses
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$
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42,000
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SEC filing fee
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$
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72
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Printing, solicitation and mailing costs
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$
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16,000
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Miscellaneous expenses
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$
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10,000
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Total
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$
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84,072
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ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Reg. M-A 1008
(a)
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Based upon information received by CNB upon request from the persons concerned, each person
known by CNB to be the beneficial owner of more than five percent of CNBs Common Stock, each
director, named executive officer and all directors and executive officers of CNB as a group,
owned beneficially as of
October 7, 2010, the number and percentage of outstanding shares indicated in the following table:
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Name and Address
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Number of Shares
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Percent of Class
(1)
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Kenneth W. Apple
(2)(14)
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1,850
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*0.42
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J. Robert Ayers
(3)(14)
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1,415
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*0.32
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John E. Barker
(4)(14)
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18,394
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4.17
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Margaret S. Bartles
(5)(14)
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300
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*0.07
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Jay E. Dick
(6)(14)
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15,691
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3.56
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Herbert L. Eppinger
(7)(14)
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2,870
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0.65
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J. Philip Kesecker
(8)(14)
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13,146
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2.98
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Jerald McGraw
(9)(14)
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1,454
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0.33
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Martha H. Quarantillo
(14)
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400
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0.09
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Thomas F. Rokisky
(10)(14)
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1,580
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0.36
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Charles S. Trump IV
(11)(14)
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10,910
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2.47
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Arlie R. Yost
(12)(14)
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2,230
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0.51
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Rebecca S. Stotler
(13)(14)
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199
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0.05
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All directors and executive officers as a group (13 persons)
(14)
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70,439
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15.96
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Deborah
Dhayer, 3077 Valley Road, Berkeley Springs, WV 25411
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44,810
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10.15
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Mary Lou
Trump, 298 Grove Heights, Berkeley Springs, WV 25411
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53,470
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12.12
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*
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Indicates holdings of less than 1%.
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(1)
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Includes shares of Common Stock held by the named individual as of October 7, 2010.
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(2)
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Includes 1,200 shares held in an Individual Retirement Account.
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(3)
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Includes 1,265 shares held jointly with spouse.
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(4)
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Includes 14,300 shares held jointly with spouse and 3,794 shares held jointly with children.
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(5)
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Includes 100 shares held jointly with spouse.
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(6)
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Includes 15,591 shares held jointly with spouse.
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(7)
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Includes 2,670 shares held jointly with spouse.
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(8)
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Includes 3,098 shares held by spouse and 1,860 shares held jointly with spouse.
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(9)
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Includes 150 shares held by spouse and 864 shares held jointly with spouse.
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(10)
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Includes 1,425 shares held in an Individual Retirement Account.
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17
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(11)
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Includes 200 shares held in an Individual Retirement Account, 842 shares held by spouse and 250 shares held
as custodian for children.
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(12)
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Includes 1,770 shares held jointly with spouse.
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(13)
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Includes 199 shares held by spouse, 108 shares held jointly with spouse and 12 shares held jointly with child.
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(14)
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Unless otherwise indicated, shares are not pledged as security.
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ITEM 12. THE SOLICITATION OR RECOMMENDATION
Reg. M-A 1012(d) and (e)
(d)
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The executive officers, directors and affiliates of the issuer intend
to vote in favor of the transaction based on their belief that the
transaction is fair to and in the best interest of the Company and the
Companys stockholders, including affiliated and unaffiliated
stockholders.
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(e)
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Not applicable.
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ITEM 13. FINANCIAL STATEMENTS
Reg. M-A 1010(a) and (b)
(a)
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(1) The information set forth on pages 29 through 72 of the 2009 Annual
Report filed on Form 10-K with the Securities and Exchange
Commission on March 22, 2010 is hereby incorporated by reference.
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(2) The information contained under Item 1. Financial Statements in the Companys Second Quarter,
2010 10-Q filed with the Securities and Exchange Commission on August 5, 2010 is hereby incorporated by reference.
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(3) Not applicable.
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(4) As of May 31, 2010, the Company book value per share based on the
number of shares outstanding was $59.55 per share.
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ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Reg. M-A 1009
(a)
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Not applicable.
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(b)
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Not applicable.
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ITEM 15. ADDITIONAL INFORMATION
Reg. M-A 1011(b)
(b)
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The information in the Proxy Statement, including all appendices
attached thereto, is hereby incorporated by reference to the Schedule
14A filed with the U.S. Securities and Exchange Commission on the date
hereof.
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18
ITEM 16. MATERIAL TO BE FILED AS EXHIBITS
Reg. M-A 1016
(a)
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Proxy materials to the Schedule 14A filed with the U.S. Securities and
Exchange Commission on the date hereof (incorporated by reference to the Proxy Statement for the Special Meeting of Shareholders of CNB Financial Services, Inc.).
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(b)
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Not applicable.
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(c)
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Howe Barnes Hoefer & Arnett Fairness Opinion and Fairness Report incorporated by reference herein to Annex C of the Proxy Statement
(previously filed).
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(d)
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Not applicable.
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(f)
|
|
Contained in (a) above.
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(h)
|
|
Legal Opinion of Jackson Kelly PLLC (previously filed)
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After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
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CNB FINANCIAL SERVICES, INC.
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By:
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/s/ Thomas F. Rokisky
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Name:
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Thomas F. Rokisky
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Title:
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President and Chief Executive Officer
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Dated:
December 10, 2010
EXHIBIT INDEX
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(a)
|
|
Proxy materials to the Schedule 14A filed with the U.S. Securities and
Exchange Commission on the date hereof (previously filed).
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(c)
|
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Howe Barnes Hoefer & Arnett Fairness Opinion and Fairness Report incorporated by reference herein to Annex C of the Proxy Statement
(previously filed).
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(h)
|
|
Legal Opinion of Jackson Kelly PLLC (previously filed)
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19
CNB Financial Services (CE) (USOTC:CBFC)
過去 株価チャート
から 9 2024 まで 10 2024
CNB Financial Services (CE) (USOTC:CBFC)
過去 株価チャート
から 10 2023 まで 10 2024