Exhibit 99.4
Community National Corporation
Stock Order Form
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LEXINGTON FIRST EXPIRATION DATE
FEDERAL SAVINGS for Stock Order
BANK STOCK Forms:
INFORMATION CENTER , 1997
19 Natchez Trace 12:00 Noon,
Drive Central Time
Lexington,
Tennessee 38351
(901)
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IMPORTANT--PLEASE NOTE: A properly completed original stock order form must
be used to subscribe for common stock. Copies of this form are not required
to be accepted. Please read the Stock Ownership Guide and Stock Order Form
Instructions as you complete this Form.
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(1) NUMBER OF SHARES SUBSCRIPTION PRICE (2) TOTAL PAYMENT DUE
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X $10.00 =
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The minimum number of shares that may be subscribed for is 25 shares. The
maximum number is the number of shares that, when combined with the number of
shares received in exchange for shares of common stock of Lexington First
Federal Savings Bank (if any), equals 5% of the shares to be sold for any
individuals together with associates or persons acting in concert.
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[_](3) EMPLOYEE/OFFICER/DIRECTOR INFORMATION
Check here if you are a director, officer or employee of Lexington First
or a member of such person's immediate family.
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(4) METHOD OF PAYMENT/CHECK Check Amount
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Enclosed is a check, bank draft or
money order made payable to Lexington
First, in the amount of: -----------------------------------
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(5) METHOD OF PAYMENT/WITHDRAWAL
The undersigned authorizes withdrawal from the following account(s) at
Lexington First. If you would like to use an Individual Retirement Account
maintained at Lexington First please contact the Stock Information Center by
, 1997 for special instructions. There is no penalty for early
withdrawal used for this payment.
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Account Number(s) Withdrawal Amount(s)
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Total Withdrawal Amount
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(6) PURCHASER INFORMATION
a. [_] Eligible Account Holder -- Check here if you were a depositor of at
least $50.00 at Lexington First on December 31, 1995. Enter
information below for all deposit accounts that you had at Lexington
First on December 31, 1995.
b. [_] Supplemental Eligible Account Holder -- Check here if you were a
depositor of at least $50.00 at Lexington First on June 30, 1997 but
are not an Eligible Account Holder. Enter information below for all
deposit accounts that you had at Lexington First on June 30, 1997.
c. [_] Other Member -- Check here if you held a deposit at Lexington First
as of , 1997 but are not an Eligible Account Holder or
Supplemental Eligible Account Holder or had a loan at Lexington
First on , 1994 which was still outstanding on , 1997.
d. [_] Local Community Resident -- Check here if you are a permanent
resident of Henderson County Tennessee.
e. [_] Public Stockholder -- Check here if you are a stockholder of
Lexington First Federal Savings Bank.
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Account Title (Names on Accounts) Account Number(s)
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PLEASE NOTE: FAILURE TO LIST ALL YOUR ACCOUNTS MAY RESULT IN THE LOSS OF PART
OR ALL OF YOUR SUBSCRIPTION RIGHTS. IF ADDITIONAL SPACE IS NEEDED, PLEASE
UTILIZE THE BACK OF THIS STOCK ORDER FORM.
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(7) STOCK REGISTRATION/FORM OF STOCK OWNERSHIP
[_] Individual [_] Joint Tenants [_] Tenants in Common
[_] Fiduciary (i.e. trust, estate, etc.) [_] Corporation or Partnership
[_] Uniform Transfers to Minors Act [_] Other _________________
(8) NAME(S) IN WHICH STOCK IS TO BE REGISTERED
(PLEASE PRINT CLEARLY) Social Security # or Tax ID
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Name(s) continued Social Security # or Tax ID
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Street Address City State Zip Code
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(9) TELEPHONE INFORMATION Daytime Evening County of Residence
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( ) ( )
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[_](10) NASD AFFILIATION
Check here if you are a member of the National Association of Securities
Dealers, Inc. ("NASD"), a person associated with an NASD member, a member of
the immediate family of any such person to whose support such person
contributes, directly or indirectly, or the holder of an account in which an
NASD member or person associated with an NASD member has a beneficial
interest. To comply with conditions under which an exemption from the NASD's
Interpretation With Respect to Free-Riding and Withholding is available, you
agree, if you have checked the NASD Affiliation box, (i) not to sell,
transfer or hypothecate the stock for a period of 90 days following issuance,
and (ii) to report this subscription in writing to the applicable NASD member
within one day of payment therefor.
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[_](11) ASSOCIATE--ACTING IN CONCERT
Check here, and complete the reverse side of this Form, if you or any
associates (as defined on the reverse side of this Form) or persons acting in
concert with you have submitted other orders for shares in the Subscription
and/or Community Offerings.
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(12) ACKNOWLEDGMENT
To be effective, this fully completed Stock Order Form must be actually
received, no later than 12:00 p.m. noon, Central Time, on , 1997,
unless extended; otherwise this Stock Order Form and all subscription rights
will be void. Completed Stock Order Forms, together with the required
payment or withdrawal authorization, may be delivered to the office of
Lexington First or may be mailed to the Post Office Box indicated on the
enclosed business reply envelope. All rights exercisable hereunder are not
transferable and shares purchased upon exercise of such rights must be
purchased for the account of the person exercising such rights.
It is understood that this Stock Order Form will be accepted in accordance
with, and subject to, the terms and conditions of the Plan of Conversion and
Agreement and Plan of Reorganization (the "Plan") described in the
accompanying Prospectus. If the Plan is not approved by the voting members
of Lexington First Federal Mutual Holding Company at a Special Meeting to be
held on , 1997, or any adjournment thereof, and the stockholders of
Lexington First at a Special Meeting to be held on , 1997, or any
adjournment thereof, all orders will be cancelled and funds received as
payment, with accrued interest, will be returned promptly.
The undersigned agrees that after receipt by Community National Corporation,
this Stock Order Form may not be modified, withdrawn or cancelled (unless
the conversion is not completed within 45 days after the completion of the
Subscription Offering) without the consent, and if authorization to withdraw
from deposit accounts at Lexington First has been given as payment for
shares, the amount authorized for withdrawal shall not otherwise be
available for withdrawal by the undersigned.
Under penalty of perjury, I certify that the Social Security or Tax ID
Number and the other information provided under number 8 of this Stock Order
Form are true, correct and complete that I am purchasing for my own account
and that there is no agreement or understanding regarding the transfer of my
subscription rights or the sale or transfer of these shares.
Applicable Regulations prohibit any person from transferring or entering
into any agreement directly or indirectly to transfer, the legal or
beneficial ownership of conversion subscription rights, or the underlying
securities to the account of another. The parties may pursue any and all
legal and equitable remedies in the event they become aware of the transfer
of subscription rights and will not honor orders known by them to involve
such transfer.
I acknowledge that the common stock offered is not a savings or deposit
account and is not federally insured or guaranteed.
I also acknowledge receipt of a Prospectus dated , 1997
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SIGNATURE DATE SIGNATURE DATE DATE REC'D _________
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ORDER # __ BATCH ___
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A SIGNED CERTIFICATION FORM MUST ACCOMPANY ALL STOCK
ORDER FORMS (SEE REVERSE SIDE)
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ITEM (6)A, B, C--(CONTINUED)
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Account Title (Names on Accounts) Account Number(s)
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ITEM (11)--(CONTINUED)
List below all other orders submitted by you or your Associates (as defined) or
by persons acting in concert with you.
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Number of
Name(s) listed on other Shares
Stock Order Forms Ordered
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Account Title (Names on Accounts) Account Number(s)
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"Associate" is defined as: (i) any corporation or organization (other than
Lexington First, Community National Corporation or Lexington First Federal
Mutual Holding Company, or a majority-owned subsidiary of Lexington First,
Community National Corporation or Lexington First Federal Mutual Holding
Company, of which such person is an officer, director or partner or is, directly
or indirectly, the beneficial owner of 10% or more of any class of equity
securities; (ii) any trust or other estate in which such person has a
substantial beneficial interest or as to which such person serves as a trustee
or in a similar fiduciary capacity; provided, however, that such term shall not
include Community National Corporation's or Lexington First's employee benefit
plans in which such person has a substantial beneficial interest or serves as a
trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of
such person, or any relative of such spouse, who has the same home as such
person or who is a Director or officer of Lexington First or Community National
Corporation or any subsidiaries thereof.
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YOU MUST SIGN THE FOLLOWING CERTIFICATION IN ORDER TO PURCHASE STOCK
FORM OF CERTIFICATION
I/WE ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT
FEDERALLY INSURED, AND IS NOT GUARANTEED BY LEXINGTON FIRST FEDERAL SAVINGS
BANK (THE "BANK") OR BY THE FEDERAL GOVERNMENT.
If anyone asserts that this security is federally insured or guaranteed, or
is as safe as an insured deposit, I should call the Office of Thrift
Supervision Regional Director Ronald Karr at (312) 917-5000.
I/We further certify that, before purchasing the common stock, par value
$1.00 per share, of Community National Corporation, the proposed holding
company for the Bank, I/we received a Prospectus dated , 1997 (the
"Prospectus").
The Prospectus that I/we received contains disclosure concerning the nature
of the security being offered and describes the risks involved in the
investment, including but not limited to:
1. The Bank's Interest Sensitivity Mismatch and the Potential
Effects of Changes in Interest Rates (page )
2. Risks Related to Commercial Real Estate, Commercial Business
and Consumer Lending (page )
3. Recent Management Changes and Dependence on Key Personnel (page )
4. Potential Delay in Completion or Denial of Bank Conversion (page )
5. Certain Anti-Takeover Provisions (page )
6. Effect of Regulatory Changes on Operations (page )
7. Anticipated Low Return on Equity Following Conversion (page )
8. Possible Dilutive Effect of Issuance of Additional Shares (page )
9. Absence of Market for Common Stock (page )
10. Possible Divestiture Requirements for Public Stockholders (page )
11. Possible Dilution to Public Stockholders as a Result of
Purchase Limitations (page )
12. Competition (page )
13. Possible Adverse Income Tax Consequences of the Distribution
of Subscription Rights (page )
Signature Date Signature Date
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Name (Please Print) Name (Please Print)
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COMMUNITY NATIONAL CORPORATION
STOCK OWNERSHIP GUIDE
INDIVIDUAL
Include the first name, middle initial and last name of the shareholder.
Avoid the use of two initials. Please omit words that do not affect ownership
rights, such as "Mrs.", "Mr.", "Dr.", "special account", "single person",
etc.
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JOINT TENANTS
Joint tenants with right of survivorship may be specified to identify two or
more owners. When stock is held by joint tenants with right of survivorship,
ownership is intended to pass automatically to the surviving joint tenant(s)
upon the death of any joint tenant. All parties must agree to the transfer or
sale of shares held by joint tenants.
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TENANTS IN COMMON
Tenants in common may also be specified to identify two or more owners. When
stock is held by tenants in common, upon the death of one co-tenant,
ownership of the stock will be held by the surviving co-tenant(s) and by the
heirs of the deceased co-tenant. All parties must agree to the transfer or
sale of shares held by tenants in common.
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UNIFORM TRANSFERS TO MINORS ACT ("UTMA")
Stock may be held in the name of a custodian for a minor under the Uniform
Transfers to Minors Act of each state. There may be only one custodian and
one minor designated on a stock certificate. The standard abbreviation for
Custodian is "CUST", while the Uniform Transfers to Minors Act is "UTMA".
Standard U.S. Postal Service state abbreviations should be used to describe
the appropriate state. For example, stock held by John Doe as custodian for
Susan Doe under the Kentucky Uniform Transfers to Minors Act will be
abbreviated John Doe, CUST Susan Doe UTMA, KY (use minor's social security
number).
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FIDUCIARIES
Information provided with respect to stock to be held in a fiduciary
capacity must contain the following:
. The name(s) of the fiduciary. If an individual, list the first name,
middle initial and last name. If a corporation, list the full corporate
title (name). If an individual and a corporation, list the corporation's
title before the individual.
. The fiduciary capacity, such as administrator, executor, personal
representative, conservator, trustee, committee, etc.
. A description of the document governing the fiduciary relationship, such
as a living trust agreement or court order. Documentation establishing a
fiduciary relationship may be required to register your stock in a
fiduciary capacity.
. The date of the document governing the relationship, except that the date
of a trust created by a will need not be included in the description.
. The name of the maker, donor or testator and the name of the beneficiary.
An example of fiduciary ownership of stock in the case of a trust is: John
Doe, Trustee Under Agreement Dated 10-1-87 for Susan Doe.
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STOCK ORDER FORM INSTRUCTIONS
ITEMS 1 AND 2--
Fill in the number of shares that you wish to purchase and the total payment
due. The amount due is determined by multiplying the number of shares
purchased by the Purchase Price of $10.00 per share. The minimum purchase is
25 shares and the maximum purchase in the Subscription Offerings by any
person, together with associates or groups acting in concert is that number
of shares which, when combined with shares received in exchange for shares of
Lexington First, if any, equals 5.0% of the shares sold. Community National
Corporation, Lexington First Federal Mutual Holding Company and Lexington
First Federal Savings Bank reserve the right to reject the subscription of
any order received in the Community Offering, in whole or in part.
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ITEM 3--
Please check this box to indicate whether you are a director, officer or
employee of Lexington First or a member of such person's immediate family.
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ITEM 4--
Payment for shares may be made in cash (only if delivered by you in person)
or by check, bank draft or money order made payable to Lexington First
Federal Savings Bank. Your funds will earn interest at the Bank's passbook
rate of interest until the Stock Conversion and Reorganization is completed.
DO NOT MAIL CASH TO PURCHASE STOCK! Please check this box if your method of
payment is by check, bank draft or money order.
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ITEM 5--
If you pay for your stock by a withdrawal from a deposit account at Lexington
First, insert the account number(s) and the amount of your withdrawal
authorization for each account. The total amount withdrawn should equal the
amount of your stock purchase. There will be no penalty assessed for early
withdrawals from certificate accounts used for stock purchases. THIS FORM OF
PAYMENT MAY NOT BE USED IF YOUR ACCOUNT IS AN INDIVIDUAL RETIREMENT ACCOUNT.
PLEASE CONTACT THE STOCK INFORMATION CENTER FOR INFORMATION REGARDING
PURCHASES FROM AN INDIVIDUAL RETIREMENT ACCOUNT.
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ITEM 6--
Please check the appropriate box if you were;
(a) A depositor at Lexington First on December 31, 1995 (the "Eligibility
Record Date") with at least $50.00 on deposit.
(b) A depositor at Lexington First on June 30, 1997 (the "Supplemental
Eligibility Record Date") with at least $50.00 on deposit.
(c) A depositor on , 1997 other than an eligible account holder or
supplemental eligible account holder or borrower as of , 199 whose
loan continues to be outstanding on , 1997.
(d) A permanent resident of Henderson County Tennessee.
(e)A stockholder of Lexington First Federal Savings Bank.
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ITEMS 7, 8 AND 9--
The stock transfer industry has developed a uniform system of shareholder
registrations that we will use in the issuance of your Community National
Corporation Common Stock. Please complete items 7, 8 and 9 as fully and
accurately as possible, and be certain to supply your social security or Tax
I.D. number(s) and your daytime and evening telephone number(s). We will need
to call you if we cannot execute your order as given. If you have any
questions regarding the registration of your stock, please consult your legal
advisor. Stock ownership must be registered in one of the ways described
above under "Stock Ownership Guide."
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ITEM 10--
Please check this box if your are a member of the NASD or if this item
otherwise applies to you.
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ITEM 11--
Please check this box if you or any associate (as defined on the reverse side
of the Stock Order Form) or person acting in concert with you has submitted
another order for shares and complete the reverse side of the Stock Order
Form.
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ITEM 12--
Please sign and date the Stock Order Form and Certification Form where
indicated. Before you sign, review the Stock Order Form, including the
acknowledgement, and the Certification Form. Normally, one signature is
required. An additional signature is required only when payment is to be made
by withdrawal from a deposit account that requires multiple signatures to
withdraw funds.
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You may mail your completed Stock Order Form and Certification Form in the
envelope that has been provided, or you may deliver your Stock Order Form and
Certification Form to Lexington First. Your Stock Order Form and
Certification Form, properly completed, and payment in full (or withdrawal
authorization) at the subscription price must be received by Lexington First
no later than 12:00 Noon, Central time, on , 1997 or it will become
void. If you have any remaining questions, or if you would like assistance in
completing your Stock Order Form, you may call the Stock Information Center
at (901) . The Stock Information Center will be open Monday through
Friday during regular Bank hours.