SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
Commission File Number 0-17000
COMMERCIAL NATIONAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2799780
(State of Incorporation) (I.R.S. Employer Identification No.)
101 North Pine River Street
Ithaca, Michigan 48847
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (989) 875-4144
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Act) Yes [ ] No [X]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.
Aggregate market value as of March 12, 2004: $33,553,534
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Common Stock outstanding as of March 12, 2004: 4,072,570 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's annual report to security holders for the year
ended December 31, 2003, are incorporated by reference in Part II and Part IV.
Portions of the registrant's proxy statement for its April 27, 2004, annual
shareholders meeting are incorporated by reference in Part III and Part IV.
INDEX
PART I
Item 1. Business..................................................................... 2
Item 2. Properties................................................................... 4
Item 3. Legal Proceedings............................................................ 5
Item 4. Submission of Matters to a Vote of Security Holders.......................... 5
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities........................................ 5
Item 6. Selected Financial Data...................................................... 5
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................ 5
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.................... 5
Item 8. Financial Statements and Supplementary Data.................................. 5
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure..................................................... 5
Item 9a. Control and Procedures....................................................... 5
PART III
Item 10. Directors and Executive Officers of the Registrant........................... 6
Item 11. Executive Compensation....................................................... 6
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.................................................. 6
Item 13. Certain Relationships and Related Transactions............................... 6
Item 14. Principal Accountant Fees and Services....................................... 6
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.............. 7
SIGNATURES
Signatures ............................................................................. 9
INDEX TO EXHIBITS ............................................................................. 11
1
PART I
ITEM 1. BUSINESS
General
Commercial National Financial Corporation (the Corporation or Commercial), a
financial holding company, was incorporated in Michigan on December 30, 1987. On
May 31, 1988, the Corporation acquired all of the stock of Commercial National
Bank, a national banking association chartered in 1962. On December 30, 1992,
Commercial National Bank converted to a state-chartered bank under the name
Commercial Bank (the Bank).
On July 16, 1997, the Bank acquired an inactive insurance agency, Commercial
National Financial Services Incorporated (the Agency). The Agency in turn
purchased a minority interest in Michigan Bankers Title of Northern Michigan,
LLC (the Title Agency). During 2000, Michigan Bankers Title of Northern Michigan
was dissolved. The Agency made a similar investment in Michigan Bankers Title of
Eastern Michigan. The investment in the Title Agency is not material.
The Bank established a relationship with The Centennial Group (Centennial), a
financial planning group headquartered in Lansing, Michigan in 2000. Through
customer referrals to a registered representative of Centennial, the Agency
receives commissions for the placement of products and fee based services.
During 2001, Commercial Bank formed a mortgage company, CNFC Mortgage
Corporation, 100% owned by Commercial Bank. CNFC Mortgage Corporation allows
Commercial to pursue out of market mortgages and offer products and services not
normally provided by community banks.
The Bank concentrates its efforts primarily in two areas, commercial lending and
residential real estate lending. Loan, deposit and other products are designed
to support these market segments. The Bank also provides a full range of
traditional banking services to individuals located in its service area.
Commercial Bank offers a variety of deposit products, including checking,
savings, money market, individual retirement accounts, certificates of deposit
and repurchase agreements.
The principal markets for financial services are the mid-Michigan communities in
which the Bank is located and the areas immediately surrounding these
communities. The Bank serves these markets through nine locations in or near
these communities. Commercial also lends outside the principal geographic market
in support of existing customers. Commercial does not have any material foreign
assets or income.
The principal source of revenue for Commercial is interest and fees on loans. On
a consolidated basis, interest and fees on loans accounted for 79.25% of total
revenue in 2003, 79.47% in 2002, and 79.71% in 2001. Interest on investment
securities accounted for 6.82% of total revenue in 2003, 7.82% in 2002, and
8.04% in 2001.
At December 31, 2003, the Bank had no significant concentrations of loans to any
group of borrowers engaged in similar activities that would be impacted by
economic or other conditions. The Bank employed 95 individuals at December 31,
2003.
Competition
The business of banking is highly competitive. In addition to competition from
other commercial banks, banks face competition from non-bank financial
institutions. Savings associations compete with commercial banks for deposits
and loans. Credit unions and finance companies compete for consumer loans.
Commercial banks compete for deposits with other entities such as mutual funds
and corporate and government debt securities. Financial service providers
compete for customers principally through price (interest rates paid on
deposits, interest rates charged on borrowings and fees charged for services)
and service (convenience and quality of services rendered to customers).
The Bank competes directly with fifteen financial institutions in the market it
serves. The Bank's competitors include other commercial banks, savings
associations and local credit unions. The Bank does not believe that its ability
to compete for loans and deposits is affected by the rank among its competitors.
Critical Accounting Policies
The "Management's Discussion and analysis of Financial Condition and Results of
Operations," as well as disclosures found elsewhere in the annual report, are
based upon Commercial's consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
Commercial to estimate and make judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. Material estimates that are
particularly susceptible to significant change in the near term relate to the
2
determination of the allowance for loan losses, the valuation of mortgage
servicing assets and the valuation of stock options. Actual results could differ
significantly from these estimates.
Allowance for Loan Losses
The allowance for loan losses is maintained at a level believed adequate by
management to absorb probable losses inherent in the consolidated loan
portfolio. Management's evaluation of the adequacy of the allowance is an
estimate based on an assessment of loss exposure on individual loans identified
as substandard or substandard and impaired, and an assessment of the performance
of homogenous categories of loans. A detailed discussion of Commercial's
allowance for loan loss methodology is included in the Provision and Allowance
for Loan Losses section of the management discussion and analysis.
Mortgage Servicing Assets
Servicing assets are recognized as separate assets when loans are sold with
servicing retained. Capitalized servicing rights are amortized into noninterest
income in proportion to, and over the period of, the estimated future net
servicing income of the underlying financial assets. Servicing assets are valued
based upon the estimated fair value of the rights. Value is determined by
stratifying servicing rights by predominant characteristics, including term, and
rate and applying a discounted cash flow model to determine an estimated market
value. Some of the assumptions used in the discounted cash flow model, including
the estimated life of the servicing asset, can influence the final market value.
Negative adjustments to the value (referred to as impairment), are recognized
through a valuation allowance by charges against mortgage servicing income. See
Note 5 of the consolidated financial statements for additional information.
Stock Options
Incentive and non-qualified stock options are periodically issued to certain
employees and directors under shareholder approved stock option plans. The
options are granted at an exercise price equal to the fair value of the
underlying shares at the date of grant. Employee options are generally granted
for a term of 10 years with a 5 year vesting schedule. Director options are
granted for a term of 10 years with a 6 month vesting schedule.
Management uses the Black-Scholes option pricing model to determine the fair
value of stock options. This model has certain limitations, such as not
factoring in the non-transferability of employee options. The model is generally
used to value options with terms shorter than the contractual ten-year life.
Because of these limitations, and the use of subjective assumptions in the
model, this and other option pricing models do not necessarily provide a
reliable measure of the fair value of stock options. The question arises as to
why management selected the Black-Scholes pricing model if it may not be
reliable. In the current market place we are unable to find a reasonably priced
model that will provide a more reliable measure of fair value. Management also
believes that obtaining an independent appraisal of value would be cost
prohibitive and also inherently unreliable.
The more significant assumptions used in estimating the fair value of stock
options include the risk-free interest rate, the dividend yield, the weighted
average expected life of the stock options and the expected price volatility of
our common stock. The risk-free interest rate is based on U.S. Treasury
securities with a term equal to the expected life of the stock options. The
dividend yield is based on Commercial's expected dividend payout level. The
expected life is based on historical experience adjusted for changes in terms
and the amount of awards granted. The expected volatility, which is the
assumption where the most judgment is used, is based on historical volatility.
See notes 1 and 10 of Commercial's consolidated financial statements for further
discussion of stock options.
Management believes the accounting estimates related to the allowance for loan
losses, valuations of mortgage servicing assets and the valuation of stock
options are critical accounting estimates. These estimates are susceptible to
change from period to period because they require management to make assumptions
concerning future events. Management regularly discusses the methodology used to
determine these accounting estimates with the audit committee of the board of
directors.
Supervision and Regulation
Banks and bank holding companies are extensively regulated. The Bank is
chartered as a state bank under Michigan law and is supervised, examined and
regulated by the Office of Financial and Insurance Services ("OFIS") and the
Federal Deposit Insurance Corporation ("FDIC"). The business activities of the
registrant are limited to banking and to other activities determined by the
Board of Governors of the Federal Reserve System to be closely related to
banking. Deposits of the Bank are insured by the FDIC to the extent provided by
law.
Commercial banks are subject to a number of federal and state laws and
regulations that have a material impact on their business. These include, among
others, state usury laws, state laws relating to fiduciaries, the Truth in
Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act,
the Expedited Funds Availability Act, the Community Reinvestment Act, electronic
funds transfer laws, redlining laws, antitrust laws, environmental laws and
privacy laws. The policies of the
3
Federal Reserve System, and other authorities, may materially affect the growth
and distribution of loans, investments and deposits and interest rates on
deposits and loans.
The FDIC Improvement Act of 1991 (the "FDIC Improvement Act"), revised sections
of the Federal Deposit Insurance Act affecting bank regulation, deposit
insurance and provisions for the funding of the bank insurance fund. The FDIC
Improvement Act also revised bank regulatory structures embodied in several
other federal banking statutes, links the bank regulators' authority to
intervene to the deterioration of a bank's capital level, places limits on real
estate lending and increases audit requirements. Among the significant revisions
that could have an impact on the Corporation is the authority granted to the
FDIC to impose special assessments on insured depository institutions to repay
FDIC borrowings from the United States Treasury or other sources and to
establish semiannual assessment rates on bank insurance fund member banks so as
to maintain the bank insurance fund at the designated reserve ratio defined in
the FDIC Improvement Act. The FDIC Improvement Act also required the FDIC to
implement a system of risk-based premiums for deposit insurance pursuant to
which the premiums paid by a depository institution are based on the perceived
probability that the bank insurance fund will incur a loss in respect of such
institution.
Under 1994 amendments to the Federal Bank Holding Company Act, the Corporation
is authorized to acquire subsidiary banks in any state in which state laws
permit such acquisitions. Out-of-state bank holding companies in any state are
permitted to acquire banks located in Michigan if the laws of the state in which
the out-of-state bank holding company is located authorize a bank holding
company located in Michigan to acquire ownership of banks in that state on a
reciprocal basis. Under amendments to the Michigan Banking Code which became
effective on November 29, 1995, the Bank is authorized to merge with or acquire
out-of-state banks or branches in any state in which state laws permit such
acquisitions.
Enacted late in 1999, the Gramm-Leach-Bliley Act ("Gramm-Leach-Bliley"),
broadens the scope of financial services that banks may offer to consumers,
essentially removing the barriers erected during the Depression that separated
banks and securities firms, closes the loophole which permitted commercial
enterprises to own and operate a thrift institution, and provides some new
consumer protections with respect to privacy issues and ATM usage fees.
Gramm-Leach-Bliley permits affiliations between banks, securities firms and
insurance companies (which affiliations were previously prohibited under the
Glass-Steagall Act). Under Gramm-Leach-Bliley, a bank holding company may
qualify as a financial holding company and thereby offer expanded range of
financial oriented products and services which products and services may not be
offered by bank holding companies. To qualify as a financial holding company, a
bank holding company's subsidiary depository institutions must be well-managed,
well-capitalized and have received a "satisfactory" rating on its latest
examination under the Community Reinvestment Act. Gramm-Leach-Bliley provides
for some regulatory oversight by the Securities and Exchange Commission for bank
holding companies engaged in certain activities, and reaffirms that insurance
activities are to be regulated on the state level. States, however, may not
prevent depository institutions and their affiliates from engaging in insurance
activities. Commercial enterprises are no longer able to establish or acquire a
thrift institution and thereby become a unitary thrift holding company. Thrift
institutions may only be established or acquired by financial organizations.
Gramm-Leach-Bliley provides new consumer protections with respect to the
transfer and use of a consumer's nonpublic personal information and generally
enables financial institution customers to "opt-out" of the dissemination of
their personal financial information to unaffiliated third parties. ATM
operators who charge a fee to non-customers for use of its ATM must disclose the
fee on a sign placed on the ATM and before the transaction is made as a part of
the on-screen display or by a paper notice issued by the machine.
Enacted on July 30, 2002, the Sarbanes-Oxley Act of 2002 attempts to address
several issues including corporate governance, auditing and accounting
oversight, executive compensation, and enhanced timely disclosure of corporate
information for publicly traded companies. The rule making process used to
implement the law is ongoing, however, several provisions of the Act have been
implemented. Effective August 29, 2002, as directed by Section 302 (a) of
Sarbanes-Oxley, Commercial's chief executive officer and chief financial officer
are each required to certify that Commercial's quarterly and annual reports do
not contain any untrue statement of a material fact. The rules require that
these officers certify that they are responsible for establishing, maintaining
and regularly evaluating the effectiveness of Commercial's internal controls;
they have made certain disclosures to Commercial's auditors and the Audit
Committee of the Board of Directors about internal controls; and they have
included information in Commercial's quarterly and annual reports about their
evaluation and whether there have been significant changes in Commercial's
internal controls or in other factors that could significantly affect internal
controls subsequent to the evaluation.
ITEM 2. PROPERTIES
The Bank currently conducts business from nine banking offices. The executive
offices of the Corporation are located at 101 North Pine River Street, Ithaca,
Michigan. The main office of the Bank is located at 301 North State Street,
Alma, Michigan.
4
The main office property of the Bank is leased for a term expiring on December
31, 2013. The offices of the Bank are located in Alma, Greenville, Middleton,
Mount Pleasant, Pompeii, and St. Louis, Michigan.
The Bank owns the property for six of the office locations. Two offices are
leased, one pursuant to a lease that expires August 1, 2008, subject to 2
renewals of 10 years each and one pursuant to a lease that expires January 2008
subject to 2 renewals of 5 years each. The Corporation considers all of its
facilities to be well maintained and in generally good operating condition and
suitable for the purposes for which they are intended.
ITEM 3. LEGAL PROCEEDINGS
The Corporation and the Bank are parties, as plaintiff or defendant, to several
legal proceedings, none of which is considered material, and all of which arose
in the ordinary course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS
AND ISSUERS PURCHASES OF EQUITY SECURITIES
The information under the captions "Common Stock Information" and "Dividend
Information" of the registrant's annual report to shareholders for the year
ended December 31, 2003, is hereby incorporated by reference to Exhibit 13.
ITEM 6. SELECTED FINANCIAL DATA
The information under the caption "Selected Financial Data" of the registrant's
annual report to shareholders for the year ended December 31, 2003, is hereby
incorporated by reference to Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information under the heading "Management's Discussion and Analysis and
Results of Operations" of the registrant's annual report to shareholders for the
year ended December 31, 2003, is hereby incorporated by reference to Exhibit 13.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information under the heading "Quantitative and Qualitative Disclosures
About Market Risk" of the registrant's annual report to shareholders for the
year ended December 31, 2003, is hereby incorporated by reference to Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, notes and report of independent auditor included in
the registrant's annual report to shareholders for the year ended December 31,
2003, are hereby incorporated by reference to Exhibit 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable
ITEM 9a. CONTROLS AND PROCEDURES
The management of Commercial National Financial Corporation is responsible for
establishing and maintaining effective disclosure controls and procedures, as
defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934. As of December 31, 2003, an evaluation was performed under the supervision
and with the participation of management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the Corporation's disclosure controls and procedures. Based on that evaluation,
management concluded that the Corporation's disclosure controls and procedures
as of December 31, 2003 were effective, in all material respects, in ensuring
that information required to be disclosed in this Annual Report on Form 10-K was
recorded, processed, summarized, and reported within the time period required by
the United States Securities and Exchange Commission's rules and forms.
5
Management's responsibilities related to establishing and maintaining effective
disclosure controls and procedures include maintaining effective internal
controls over financial reporting that are designed to produce reliable
financial statements in accordance with accounting principles generally accepted
in the United States. As disclosed in Management's Responsibility for Financial
Statements on page 22 of the Annual Report to Shareholders for the year ending
December 31, 2003, management assessed the Corporation's system of internal
control over financial reporting as of December 31, 2003, in relation to
criteria for effective internal control over financial reporting as described in
"Internal Control - Integrated Framework," issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this assessment, management
believes that, as of December 31, 2003, its system of internal control over
financial reporting met those criteria.
The Corporation also conducted an evaluation of internal controls over financial
reporting to determine whether any changes occurred during the quarter ended
December 31, 2003, that have materially affected, or are reasonably likely to
materially affect, the Corporation's internal control over financial reporting.
Based on this evaluation, there has been no such change during the quarter that
ended December 31, 2003.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information concerning directors and certain executive officers of the
Corporation, see "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Corporation's 2004 Annual Meeting Proxy Statement
("Proxy Statement") which is incorporated herein by reference.
For Information concerning the Corporation's Audit Committee financial experts,
see "Corporate Governance and the Board of Directors" in the Proxy Statement
which is incorporated herein by reference.
The Corporation has adopted a Code of Business Conduct and Ethics that applies
to the Corporation's Chief Executive Officer and Principal Financial Officer.
The Corporation shall provide to any person without charge upon request, a copy
of its Code of Business Conduct and Ethics. Written requests should be sent to:
Secretary, Commercial National Financial Corporation, 101 North Pine River,
Ithaca, Michigan 48847.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the captions "Compensation of Executive
Officers" and "Compensation of Directors" in the registrant's definitive Proxy
Statement for its April 27, 2004, annual meeting of shareholders is here
incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information set forth under the caption "Voting Securities" in the
registrant's definitive Proxy Statement for its April 27, 2004, annual meeting
of shareholders is here incorporated by reference.
The following table sets forth certain information for all equity compensation
plans and individual compensation arrangements (whether with employees or
non-employees, such as directors), in effect as of December 31, 2003.
Number of Shares Remaining
Number of Shares to be Weighted-Average Available for Future Issuance
Issued Upon the Exercise Exercise Price of (Excluding Shares Reflected
Plan Category Of Outstanding Options Outstanding Options in First Column)
- ------------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans
Approved by Security Holders
2001 Plan 138,141 $11.59 151,265
1991 Plan 155,699 9.21 -
Equity Compensation Plans Not
Approved by Security Holders - - -
- ------------------------------------------------------------------------------------------------------------
Total 293,840 $10.32 151,265
============================================================================================================
6
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Certain Relationships" in the
registrant's definitive Proxy Statement for its April 27, 2004, annual meeting
of shareholders is hereby incorporated by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information appearing in the definitive proxy statement, dated as of March
22, 2004, is incorporated herein by reference in response to this item.
7
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements.
The following financial statements, notes to financial statements, and report of
independent auditor of the Corporation and its subsidiary are filed as part of
this report:
Report of Independent Auditors*
Consolidated Balance Sheets - December 31, 2003 and 2002*
Consolidated Statements of Income for each of the three years ended December 31,
2003*
Consolidated Statements of Changes in Shareholders' Equity for each of the three
years in the period ended December 31, 2003*
Consolidated Statements of Cash Flows for each of the three years in the period
ended December 31, 2003*
Notes to Consolidated Financial Statements*
* Incorporated by reference from the 2003 Annual Report to Shareholders.
(a)(2) All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto. With the
exception of the portions of the registrant's annual report to shareholders for
the year ended December 31, 2003 specifically incorporated herein by reference,
such report shall not be deemed filed as part of this annual report on Form
10-K.
(a) (3) The following exhibits are filed as part of this report:
Number Exhibit
3(a) Restated Articles of Incorporation. Previously filed as an exhibit to
the registrant's Form S-4 filed January 22, 1988. Here incorporated by
reference.
3(b) Bylaws. Previously filed as an exhibit to the registrant's Form S-4
filed January 22, 1988. Here incorporated by reference.
10(a) 1991 Stock Option Plan. Previously filed as an exhibit to the
registrant's Form 10-K for the year ended December 31, 1990. Here
incorporated by reference.*
10(b) Amendment to 1991 Stock Option Plan. Previously filed as an exhibit to
the registrant's Form 10-K for the year ended December 31, 1995. Here
incorporated by reference.*
10(c) Lease for Main Office. Previously filed as an exhibit to registrant's
Form 10-K for the year ended December 31, 1991. Here incorporated by
reference.
10(d) Amendment to 1991 Stock Option Plan. Previously filed as an exhibit to
the registrant's Form 10-K for the year ended December 31, 1998. Here
incorporated by reference.*
10(e) Change in Control Agreement. Previously filed as an exhibit to the
registrant's Form 10-K for the year ended December 31, 1998. Here
incorporated by reference.*
10(f) Commercial National Financial Corporation 2001 Stock Option and
Incentive Plan. Previously filed as an exhibit to the registrant's Form
S-8 filed May 11, 2001 (File No. 333-60894). Here incorporated by
reference.*
13 Incorporated Portions from 2003 Annual Report to Shareholders.
14 Code of Business Conduct and Ethics. Here incorporated by reference.*
21 Subsidiary of Registrant. Previously filed as an exhibit to the
registrant's Form S-4 filed January 22, 1988.
Here incorporated by reference.
8
23 Consent of Certified Public Accountants.
31(a) Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
31(b) Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
32(a) Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32(b) Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
* Management contract or compensatory plan or arrangement.
The registrant will furnish a copy of any exhibit listed above to any
shareholder of the registrant without charge upon written request to Patrick
Duffy, Commercial National Financial Corporation, 101 North Pine River Street,
Ithaca, Michigan 48847.
(b) Reports on Form 8-K.
During the quarter ended December 31, 2003, the registrant filed the following
report on Form 8K:
Current report on Form 8-K dated November 24, 2003 filed with the Security and
Exchange Commission on November 24, 2003 announcing third quarter earnings.
Current report on Form 8-K dated December 1, 2003 filed with the Security and
Exchange Commission on December 4, 2003 announcing fourth quarter dividend.
Current report on Form 8-K dated October 31, 2003 filed with the Security and
Exchange Commission on November 12, 2003 announcing a 5% stock dividend.
Current report on Form 8-K dated December 17, 2003 filed with the Security and
Exchange Commission on December 22, 2003 filing a copy of the amended and
restated Charter of the Audit Committee.
(c) Exhibits.
See Item 15(a)(3)
(d) Financial Statement Schedules.
There are no financial statement schedules required to be filed with
this report.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
COMMERCIAL NATIONAL FINANCIAL CORPORATION
(registrant)
/s/ Jeffrey S. Barker
- -----------------------------------------------
Jeffrey S. Barker
President and Chief Executive Officer
March 26, 2004
10
COMMERCIAL NATIONAL FINANCIAL CORPORATION
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
March 26, 2004 /s/ Jeffrey S. Barker
--------------------------
Jeffrey S. Barker
Director, President and Chief Executive Officer
(Principal Executive Officer)
March 26, 2004 /s/Richard F. Abbott
--------------------------
Richard F. Abbott
Director
March 26, 2004 /s/ Jefferson P. Arnold
--------------------------
Jefferson P. Arnold
Director
March 26, 2004 /s/ Don J. Dewey
--------------------------
Don J. Dewey
Director
March 26, 2004 /s/ Patrick G. Duffy
--------------------------
Patrick G. Duffy
Director
(Principal Financial and Accounting Officer)
March 26, 2004 /s/ David A. Ferguson
--------------------------
David A. Ferguson
Director
March 26, 2004 /s/ Paul B. Luneack
--------------------------
Paul B. Luneack
Director
March 26, 2004 /s/Kim C. Newson
--------------------------
Kim C. Newson
Director
March 26, 2004 /s/ Howard D. Poindexter
------------------------
Howard D. Poindexter
Director
March 26, 2004 /s/ Scott E. Sheldon
--------------------------
Scott E. Sheldon
Director
11
COMMERCIAL NATIONAL FINANCIAL CORPORATION
INDEX TO EXHIBITS
Number Exhibit Page
- ------ ------- ----
3(a) Restated Articles of Incorporation. Previously filed as an exhibit to
the registrant's Form S-4 filed January 22, 1988. Here incorporated *
by reference.
3(b) Bylaws. Previously filed as an exhibit to the registrant's Form S-4
filed January 22, 1988. Here incorporated by reference. *
10(a) 1991 Stock Option Plan. Previously filed as an exhibit to the registrant's Form *
10-K for the year ended December 31, 1990. Here incorporated by reference.
10(b) Amendment to 1991 Stock Option Plan. Previously filed as an exhibit to the *
registrant's Form 10-K for the year ended December 31, 1995.
Here incorporated by reference.
10(c) Lease for Main Office. Previously filed as an exhibit to registrant's Form 10-K *
for the year ended December 31, 1991. Here incorporated by reference.
10(d) Amendment to 1991 Stock Option Plan. Previously filed as an exhibit to
registrant's Form 10-K for the year ended December 31, 1999.
Here incorporated by reference. *
10(e) Change in Control Agreement. Previously filed as an exhibit to registrant's
Form 10-K for the year ended December 31, 1999.
Here incorporated by reference. *
10(f) Commercial National Financial Corporation 2001 Stock Option and Incentive Plan.
Previously filed as an exhibit to the registrant's Form S-8 filed May 11, 2001
(File No. 333-60894). Here incorporated by reference. *
13 Incorporated Portions from 2003 Annual Report to Shareholders. *
14 Code of Business Conduct and Ethics *
21 Subsidiary of Registrant. Previously filed as an exhibit to the registrant's Form *
S-4 filed January 22, 1988. Here incorporated by reference.
23 Consent of Independent Certified Public Accountants.
31(a) Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
31(b) Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
32(a) Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32(b) Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
*This exhibit is filed by incorporation by reference to a prior filing.
12