SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
COMMERCIAL NATIONAL FINANCIAL CORPORATION
(Name of the Issuer)
COMMERCIAL NATIONAL FINANCIAL CORPORATION
CB MERGER COMPANY
(Names of Persons Filing Statement)
COMMON STOCK
(Title of Class of Securities)
202216107
(Cusip Number of Class of Securities)
JEFFREY S. BARKER Copy to: MATT G. HREBEC
PRESIDENT AND CEO FOSTER, SWIFT, COLLINS & SMITH, P.C.
COMMERCIAL NATIONAL FINANCIAL CORPORATION 313 SOUTH WASHINGTON SQUARE
101 NORTH PINE RIVER LANSING, MI 48933
P.O. BOX 280 (517) 371-8100
ITHACA, MI 48847
(989) 875-4144
(Name, Address and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of the Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] 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 ("the
Exchange Act").
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
--------------------- --------------------
$ 8,750,000 (1) $ 1,108.63
(1) The transaction valuation was determined by multiplying $12.50
per share, the proposed per share cash purchase price for
shares that will be eliminated by the merger, by 700,000
shares, the number that the issuer estimates will be
eliminated by the merger.
[X] Check the box if any part of the fee is offset as provided by
Section 240.0-11(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.
Amount Previously Paid: $1,108.63 Filing Party: Commercial National
Financial Corporation
Form of Registration No.: Preliminary Date Filed: November 23, 2004
Schedule 14A
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.
RULE 13E-3 TRANSACTION STATEMENT
Commercial National Financial Corporation (the "Company") hereby
submits this Amendment No. 3 to the Company's Rule 13e-3 Transaction Statement
on Schedule 13E-3 filed by the Company and CB Merger Company ("CB Merger Co.")
on November 23, 2004 as amended on January 14, 2005, and February 15, 2005.
On March 7, 2005, the record holders of the Company's common stock as
of February 14, 2005, approved an Agreement and Plan of Merger (the "Plan of
Merger"). Pursuant to the Plan of Merger, CB Merger Co. merged with and into the
Company. Each shareholder of the Company owning fewer than 4,000 shares of
common stock immediately before the effective time of the merger is entitled to
receive $12.50 per share in cash, without interest, and each shareholder of the
Company owning 4,000 or more shares immediately before the effective time of the
merger will continue to hold the same number of shares and will not receive any
cash.
The merger resulted in the Company having fewer than 300 record holders
of its outstanding common stock. Accordingly, the Company has filed with the
Securities and Exchange Commission contemporaneously with this Schedule 13E-3 a
Form 15 suspending immediately its duty to file periodic reports with the
Securities and Exchange Commission pursuant to Section 13 of the Securities Act
of 1934 (the "Act") and terminating the registration of its common stock under
the Act.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
COMMERCIAL NATIONAL FINANCIAL CORPORATION
/s/ Jeffrey S. Barker
-----------------------------------------
Jeffrey S. Barker, President and CEO
March 8, 2005
CB MERGER COMPANY
/s/ Jeffrey S. Barker
-----------------------------------------
Jeffrey S. Barker, President and CEO
March 8, 2005