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UNITED STATES
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, 1999
Commission file number 0-18676
COMMERCIAL NATIONAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1623213
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
900 LIGONIER STREET, LATROBE, PA 15650
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (724)539-3501
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
NONE
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF CLASS
COMMON STOCK, $2 PAR VALUE
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)
Aggregate market value of common stock held by
non-affiliates of registrant based on closing sale price
based on the NASDAQ National Market System on March 17, 2000. $33,003,082
Number of shares of common stock outstanding at March 17, 2000. 3,527,568
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to shareholders for
the fiscal year ended December 31, 1999 are incorporated by
reference into Parts I, II, and IV of this report. Portions of
the definitive Proxy Statement related to the annual meeting of
shareholders to be held April 18, 2000 are incorporated by
reference into Part III.
Commercial National Financial Corporation
Form 10-K
INDEX
Part I
PAGE
ITEM 1. Business
Description of business................................ 3
Competition............................................ 4
Supervision and regulation............................. 4
Effects of Governmental Policies....................... 4
Consolidated Financial and Statistical Profile......... 5
ITEM 2. Properties............................................. 9
ITEM 3. Legal Proceedings...................................... 9
ITEM 4. Submission of Matters to a Vote of Security Holders.... 9
Executive Officers of the Registrant................... 10
PART II
ITEM 5. Market for Registrant's Common Stock and Related
Security Holder Matters................................. 11
ITEM 6. Selected Financial Data................................. 11
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................... 11
ITEM 8. Financial Statements and Supplementary Data............. 11
ITEM 9. Disagreements on Accounting and Financial Disclosures... 11
PART III
ITEM 10. Directors and Executive Officers of the Registrant...... 12
ITEM 11. Executive Compensation.................................. 12
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management.............................................. 12
ITEM 13. Certain Relationships and Related Transactions.......... 12
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.............................................. 13
Part I
Item 1. BUSINESS
Description of Business
- -----------------------
The Commercial National Financial Corporation (the
corporation) was incorporated under the laws of the
Commonwealth of Pennsylvania on July 1, 1990 and is registered as
a bank holding company under the Bank Holding Company Act of 1956
as amended. The corporation is owner of 100% of the outstanding
shares of common stock of Commercial National Bank of
Pennsylvania. This subsidiary bank and its predecessor
have been providing banking services since 1934. At the present
time, two (2) banking offices are in operation in Latrobe, two(2)
in Unity Township and one (1) each in Ligonier, West Newton,
Greensburg, Murrysville and Hempfield Township. The Murrysville
office began operations in July of 1996. An asset
management/trust department was established in 1994 and is
located in the building that houses the Greensburg banking
office. All of these offices are within the boundaries of
Westmoreland County, Pennsylvania. In addition, the building
which houses the downtown Latrobe banking office is the location
of the corporation's and the bank's executive and administrative
offices. The institution's operations center is located at the
Latrobe Plaza in downtown Latrobe. This operations center also
houses an in-house data processing system. In November of 1997,
conversion of the former Plaza Hotel building officially became
our new corporate office center. The new center has eliminated
over-crowded work offices, organized work groups and provides space
for growth. Each of the banking offices, except for downtown
Latrobe and Greensburg, is equipped with twenty-four-hour-a-day
automatic teller machines and one (1) additional ATM unit each
is located on the campus of Saint Vincent College in Unity
Township, the terminal of the Westmoreland County Airport
in Unity Township and in the reception lobby of the Latrobe
Area Hospital in Latrobe, an in-store machine in each the Norvelt
Open Pantry and New Alexandria Qwik Mart and the lobby of the
Kirk S. Nevin Arena located in Greensburg. A separate freestanding
drive-up teller staffed banking facility is attached to our
Lincoln Road office in downtown Latrobe. This facility also
provides ATM service.
The corporation's business activities involve holding the stock
of it subsidiary bank and Commercial National Investment
Corporation, which is a 50% owner of Commercial National Insurance
Services together with the Gooder Agency, Inc., of Ligonier.
Commercial National Insurance Services offers a full array of
insurance products and services to consumer and commercial markets
surrounding the Ligonier area.
The subsidiary bank offers the full range of banking services
normally associated with the general commercial banking business.
Services include extending credit, providing deposit services,
marketing non-deposit investments and offering financial
counseling. The ATM system described earlier is a part of the
MAC and Cirrus networks which permits the bank's customers access
to an extensive regional and national network. The bank also has
implemented a comprehensive electronic online banking system.
By using a personal computer with internet access, customers can
access their Commercial National Bank accounts, perform common
banking tasks and pay bills 24 hours a day, seven days a week, 365
days a year. During 1997, the Commercial National Check Card
was introduced. The card can be used by customers at ATMs and have
funds drawn electronically for purchases from merchants displaying
a Mastercard or MAC symbol.
Competition
- -----------
Throughout the subsidiary bank's service area, substantial
competition exists for both deposit and loan products. The
competitors range from branches of major Cleveland Ohio, Indiana,
Pittsburgh and Johnstown Pennsylvania based banks, several
independent banks headquartered in Westmoreland County, a
variety of thrift institutions and a number of credit unions.
Even though some portions of the thrift industry have experienced
fairly extensive restructuring, the level of competitive activity
in our service area remains strong. Competition for certificates
of deposit and money market deposits remains vigorous with the
representatives of insurance companies and securities brokers
soliciting customers in our market area. In addition,
out-of-area institutions including retailers continue to solicit
business for credit cards, residential mortgages and automobile
financing.
Supervision and Regulation
- --------------------------
As a result of the establishment of the holding company format,
the holding company and the subsidiaries are subject to the
supervision of the following regulatory bodies: The Federal
Reserve Board, the Office of the Comptroller of the Currency, the
Securities and Exchange Commission, the Commonwealth of
Pennsylvania Department of Banking and the Federal Deposit
Insurance Corporation. The nature of the supervision extends to
such areas as safety and soundness, truth-in-lending, truth-in-
savings, rate restrictions, consumer protection, permissible loan
and securities activities, merger and acquisition limitations,
reserve requirements, dividend payments and regulations
concerning activities by corporate officers and directors.
The Federal Reserve Board monitors holding company activity while
the Office of the Comptroller of the Currency is the corporation's
primary banking regulator. No restrictions or actions are
currently pending against the corporation or the bank.
Effects of Governmental Policies
- --------------------------------
In addition to the regulatory requirements, the corporation and
its subsidiaries are affected by the national economy and the
influence on that economy exerted by governmental bodies through
monetary and fiscal policies and their efforts to implement such
policies. In particular, the impact of the open market
operations on interest rates, the establishment of reserve
requirements and the setting of the discount rate will continue
to affect business volumes and earnings. The exact nature or the
full extent of this impact is almost impossible to predict;
however, management continues to monitor these activities on a
regular basis and seeks to modify its policies and procedures
accordingly.
CONSOLIDATED FINANCIAL AND STATISTICAL PROFILE
The data presented on the following pages provides additional
information to assist in reviewing the corporation's business
activities and must be read with the understanding that it is a
supplement to Management's Discussion and Analysis of Financial
Condition and Results of Operations in the annual report to
shareholders for the year ended December 31, 1999 which is
incorporated herein by reference.
Securities Portfolio
- --------------------
The following table presents the composition of the securities
portfolio at year end for the years indicated:
Amortized Cost at December 31
1999 1998 1997
---- ---- ----
U. S. Treasury securities and other
U. S. Government agencies and
corporations $72,567,628 $77,481,622 $81,067,566
Obligations of states and political
subdivisions 51,542,799 36,454,587 35,619,236
Other securities 3,371,638 2,396,600 1,330,300
---------- ---------- ----------
Total $127,482,065 $116,332,809 $118,017,102
============ ============ ============
Loans
- -----
Final loan maturities excluding consumer installment and
mortgage loans and before unearned discount at December 31, 1999:
(in thousands)
Within One-Five After
One Year Years Five Years Total
-------- ------ ---------- -----
Commercial and Industrial $ 9,639 $ 9,606 $ 3,627 $22,872
Real estate-construction 3,999 135 - 4,276
Other 3,705* 1,790 8,568 $14,063
------- ------ ------- --------
Totals $17,343 $11,531 $12,337 $41,211
======= ====== ======= =======
Loans at fixed interest rates $ 6,331 $ 5,285 $11,616
Loans at variable interest rates 5,200 337 5,537
------ ------- -------
$11,531 $ 5,622 $17,153
====== ======= =======
* Includes $1.9 million PHEAA loans with no fixed maturity date.
CONSOLIDATED FINANCIAL AND STATISTICAL PROFILE (continued)
Non-performing Loans
- --------------------
The following table details, for each of the most recent five
years, the year end amounts which were accounted for on a non-
accrual basis or were past due 90 days or more:
Dec. 31, 1999
Loans on non-accrual basis $ 517,644
Loans past due 90 days or more 187,259
Renegotiated loans 493,215
----------
Total $1,198,118
==========
Dec. 31, 1998
Loans on non-accrual basis $ 95,032
Loans past due 90 days or more 320,438
Renegotiated loans 572,352
----------
Total $ 987,822
==========
Dec. 31, 1997
Loans on non-accrual basis $ 23,172
Loans past due 90 days or more 659,078
Renegotiated loans 948,128
----------
Total $1,630,378
==========
Dec. 31, 1996
Loans on non-accrual basis $ 23,172
Loans past due 90 days or more 100,293
Renegotiated loans 1,024,550
----------
Total $1,148,015
==========
Dec. 31, 1995
Loans on non-accrual basis $ 569,564
Loans past due 90 days or more 89,824
Renegotiated loans 466,217
----------
Total $1,125,605
==========
At present no other loans which are outstanding present a serious
doubt in regard to the borrower's ability to comply with the
current loan repayment terms. As of December 31, 1999 the
corporation had no other real estate owned and no in-substance
foreclosures.
Effect of non-accrual loans on interest income during 1999 is as
follows:
Non-accrual
Loans
-------
Gross amount of interest that would have
been recorded at original rates $ 8,321
Less: Interest that was reflected in income -
--------
Net reduction to interest income $ 8,321
========
CONSOLIDATED FINANCIAL AND STATISTICAL PROFILE (continued)
Summary of Loan Loss Experience
- -------------------------------
The table below provides an analysis of the allowancee for loan losses
for the five years ended December 31, 1999:
December 31,
1999 1998 1997 1996 1995
Loans outstanding at beginning of year,
net of unearned income $192,115,160 $183,481,157 $159,935,523 $144,288,002 $139,066,657
============ ============ ============ ============ ============
Average loans outstanding $194,664,755 $186,418,665 $169,849,234 $151,056,637 $142,697,066
Allowance for loan losses: ============ ============ ============ ============ ============
Balance, beginning of year $ 1,914,174 $ 1,882,251 $ 2,035,818 $ 2,081,700 $ 2,077,553
------------ ------------ ------------ ------------ ------------
Loans charged off:
Commercial, industrial & other 2,678,266 24,306 4,859 - -
Installment and charge card 616,786 377,353 437,003 170,719 97,089
Real estate 12,971 11,208 6,446 3,233 -
--------- ------- ------- ------- -------
Total loans charged off 3,308,023 412,867 448,308 173,952 97,089
--------- ------- ------- ------- -------
Recoveries:
Commercial, industrial & other - 300 - - -
Installment and charge card 23,596 9,490 22,669 23,070 10,884
Real estate - - 2,072 - 352
--------- ------- ------ ------- -------
Total recoveries 23,596 9,790 24,741 23,070 11,236
--------- ------- ------- ------- -------
Net loans charged off 3,284,427 403,077 423,567 150,882 85,853
Provision charged to expense 3,289,706 435,000 270,000 105,000 90,000
--------- ------- --------- ------- -------
Balance, end of year $ 1,919,453 $ 1,914,174 $ 1,882,251 $ 2,035,818 $ 2,081,700
============ =========== =========== =========== ===========
Ratios:
Net charge-offs as a percentage
of average loans outstanding 1.69% .22% .25% .10% .06%
Allowance for loan losses
as a percentage of average loans
outstanding .99 1.03 1.11 1.35 1.46
Management review and evaluation of loan loss experience and loan loss
potential on outstanding loans occurs on a monthly basis and is
considered in conjunction with current economic conditions and
the current requirements of the appropriate regulatory agencies.
As a result of this on-going study, management believes that the
reserve amount shown for December 31, 1999 is adequate to offset
the expense which may exist as a result of under
collateralization or uncollectibility.
CONSOLIDATED FINANCIAL AND STATISTICAL PROFILE (continued)
Deposits
- --------
The following table presents average deposits by type and the
average interest rates paid as of 1999, 1998 and 1997:
December 31,
1999 1998 1997
Average Average Average Average Average Average
Balance Rate Paid Balance Rate Paid Balance Rate Paid
Non-interest bearing demand $ 41,744,536 - % $ 37,565,870 - % $ 34,124,049 - %
Interest bearing demand 21,376,716 .72 20,709,992 1.69 20,204,634 1.91
Money market 43,545,503 3.51 41,921,741 3.89 42,542,349 4.07
Savings 46,836,966 2.52 45,672,055 2.93 44,871,628 3.09
Time 115,189,889 5.11 112,647,588 5.40 108,744,105 5.41
------------ ----------- -----------
Total $268,693,610 3.26% $258,517,246 3.64% $250,486,765 3.75%
============ ============ ===========
Remaining maturities of certificates of deposit $100,000 or more:
December 31,
1999 1998 1997
Amount Percent Amount Percent Amount Percent
Remaining maturity:
3 months or less $26,559,928 72% $16,943,373 57% $12,602,770 40%
Over 3 through 6 months 4,159,920 11 2,965,786 10 4,452,058 14
Over 6 months through 12 months 3,166,384 8 6,109,446 20 2,628,559 8
Over 12 months 3,429,108 9 3,997,620 13 11,796,885 38
---------- -- ---------- -- ---------- --
Total $37,315,340 100% $30,016,225 100% $31,480,272 100%
========== ========== ==========
Item 2. Properties
----------
All of the corporation's banking and support facilities are owned
and free of liens and encumbrances with the exception of one (1)
banking office and an adjacent drive-up facility, both of which
are leased. All of the properties are used in their entirety for
banking purposes. In each case, the properties have been
maintained in good repair, are well suited for their present use
and appear to be adequate for the immediate needs of the
corporation and the bank. During 1997, existing corporate offices
expanded onto the third floor of the former Plaza Hotel property
which was immediately adjacent to and is now part the bank's
corporate headquarters. In 1998 the second floor was renovated
to house our credit services department. The first floor will be
finished at a later date as the demand for additional space
becomes apparent.
Item 3. Legal Proceedings
-----------------
Other than proceedings which occur in the normal conduct of
business, there are no legal proceedings to which either the
corporation or the subsidiaries is a party which will have any
material effect on the financial position of the corporation
and its subsidiaries.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table shows the names and ages of the current
executive officers and the present and previous positions held by
them for at least the past five years.
Name Age Present and Previous Positions
- ------------------------------------------------------------------
Louis A. Steiner 69 Chairman of the board
(1977 to present),
chief executive officer
(1977 to 1997)
Louis T. Steiner 38 President (April 1998 to present),
vice chairman and chief executive
officer (November 1997 to present)
vice chairman (December 1995 to
present), vice president (January
1994 to November 1995)
Gregg E. Hunter 41 Vice chairman and chief financial
officer (December 1995 to present),
vice president and chief financial
officer (January 1994 to November
1995), assistant secretary/treasurer
(January 1993 to November 1995)
Wendy S. Schmucker 31 Secretary/treasurer and vice president,
manager corporate administration
November 1997 to present), assistant
vice president and managing corporate
officer (December 1996 to October 1996),
assistant secretary/treasurer and
corporate and financial administrative
officer (December 1995 to November 1996),
corporate administrator (January 1995
to November 1995)
Ryan M. Glista 32 Vice president and comptroller
(November 1997 to present),
assistant vice president and
controller (December 1995 to
(November 1997), corporate
accountant (June 1994 to
December 1995)
Susan F. Robb 25 Assistant secretary (April 1998
to present), corporate administrator
(September 1997 to present), customer
service representative (September 1996
to September 1997)
Part II
Item 5. Market for Registrant's Common Stock and Related Security
Holder Matters
------------------------------------------------------------
Information appearing in the annual report to
shareholders for the fiscal year ended December 31, 1999
on page 20 is incorporated herein by reference in response
to this item. As of March 17, 2000 there were 535
shareholders of record of the registrant's common stock.
The number of beneficial shareholders is approximately 775.
Item 6. Selected Financial Data
-----------------------
Information appearing in the annual report to
shareholders for the fiscal year ended December 31, 1999
on page 21 is incorporated herein by reference in response
to this item.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
-----------------------------------------------------------
Information appearing in the annual report to
shareholders for the fiscal year ended December 31, 1999
on page 22 is incorporated herein by reference in response
to this item.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
The following information appearing in the annual
report to shareholders for the fiscal year ended December
31, 1999 is incorporated herein by reference in response
to this item.
Annual
Report
Page
------
Report of Independent Certified Public Accountants................... 19
Financial Statements:
Consolidated Statements of Financial
Condition as of December 31, 1999 and 1998.................... 6
Consolidated Statements of Income for the Years Ended
December 31, 1999, 1998, and 1997................................. 7
Consolidated Statements of Changes in Shareholders' Equity for
the Years Ended December 31, 1999, 1998 and 1997.................. 8
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997.................................. 9
Notes to Consolidated Financial Statements........................ 10
Quarterly Summary of Financial Data (Unaudited)................... 20
Item 9. Disagreements on Accounting and Financial Disclosure
----------------------------------------------------
None.
Part III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Information appearing in the definitive proxy statement
related to the annual meeting of shareholders to be held
April 18, 2000 on pages 3 and 4 and from part I of this
report on 10-K is incorporated herein by reference in
response to this item.
Based on a review of the applicable forms, there was no
director,officer or beneficial owner of more than 10
percent of common stock who failed to file on a timely basis
reports required by Section 16(a) of the 1934 Act during the
most recent fiscal year or prior years.
Item 11. Executive Compensation
----------------------
Information appearing in the definitive proxy statement
related to the annual meeting of shareholders to be
held April 18, 2000 on page 11 is incorporated
herein by reference in response to this item.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
------------------------------------------------------
Information appearing in the definitive proxy statement
related to the annual meeting of shareholders to be held
April 18, 2000 on page 6 is incorporated herein by
reference in response to this item.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
Information appearing in the definitive proxy statement
related to the annual meeting of shareholders to be held
April 18, 2000 on page 14 is incorporated herein by
reference to this item.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
-------------------------------------------------------
(a)(1) Financial statements
All financial statements of the registrant as set forth
under Item 8 of this report on Form 10-K.
(2) Financial statement schedules are omitted as they are
not applicable.
Page Number or
(3) Exhibit Incorporated by
Number Description Reference to
------- ----------- ---------------
3.1 Articles of Incorporation Exhibit C to Form S-4
Registration Statement
filed April 9, 1990
3.2 By-laws of Registrant Exhibit D to Form S-4
Registration Statement
filed April 9, 1990
3.3 Amendment to Articles of Exhibit A to definitive
Incorporation Proxy Statement filed
for the special meeting
of shareholders held
September 18, 1990
3.4 Amendment to Articles of Exhibit A to definitive
Incorporation Proxy Statement filed
for the meeting of
shareholders held on
April 15, 1997
13 Annual Report to Shareholders
for the Fiscal Year Ended
December 31, 1999
21 Subsidiaries of the Registrant
22 Commercial National Financial Corporation 2000 Annual
Proxy Statement to Shareholders
27 Financial Data Schedule
(b) Report on Form 8-K
None
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)
By /s/ Louis T. Steiner
------------------------------------------
Louis T. Steiner, Vice Chairman, President
and Chief Executive Officer
March 21, 2000
EXHIBIT INDEX TABLE OF CONTENTS
Exhibit
Number Description
- ------- ------------
21 Subsidiaries of the Registrant
Exhibit 21 - Subsidiaries of Commercial National Financial Corporation
---------------------------------------------------------
Percent Ownership
By Registrant
-----------------
Commercial National Bank of Westmoreland County 100%
900 Ligonier Street
Latrobe, PA 15650
Nationally Chartered Bank
Commercial National Investment Corporation 100%
900 Ligonier Street
Latrobe, PA 15650
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.
SIGNATURE AND CAPACITY DATE
- ---------------------- ----------
/s/ Louis A. Steiner MARCH 21, 2000
- --------------------
Louis A. Steiner, Chairman of the Board and Director
/s/ Louis T. Steiner MARCH 21, 2000
- --------------------
Louis T. Steiner, Vice Chairman of the Board and Director
/s/ Gregg E. Hunter MARCH 21, 2000
- -------------------
Gregg E. Hunter, Vice Chairman of the Board and Director
/s/ Wendy S. Schmucker MARCH 21, 2000
- -------------------------
Wendy S. Schmucker, Secretary/Treasurer
/s/ John T. Babilya MARCH 21, 2000
- --------------------
John T. Babilya, Director
/s/ George A. Conti, Jr. March 21, 2000
- ------------------------
George A. Conti, Jr., Director
/s/ Richmond H. Ferguson MARCH 21, 2000
- ------------------------
Richmond H. Ferguson, Director
/s/ Dorothy S. Hunter MARCH 21, 2000
- ---------------------
Dorothy S. Hunter, Director
/s/ Frank E. Jobe MARCH 21, 2000
- ------------------
Frank E. Jobe, Director
- ------------------
Roy M. Landers, Director
/s/ John C. McClatchey MARCH 21, 2000
- ----------------------
John C. McClatchey, Director
/s/ Joseph A. Mosso MARCH 21, 2000
- -------------------
Joseph A. Mosso, Director
/s/ Joedda M. Sampson March 21, 2000
- ---------------------------
Joedda M. Sampson, Director
/s/ Debra L. Spatola MARCH 21, 2000
- -----------------------
Debra L. Spatola, Director
/s/ George V. Welty MARCH 21, 2000
- -------------------
George V. Welty, Director
/s/ C. Edward Wible MARCH 21, 2000
- -------------------
C. Edward Wible, Director
(The following caption appears at the bottom of the page about
three-quarters of the way down.)
The corporation will provide without charge to any shareholder a
copy of its 1999 annual report on form 10-K as required to be
filed with the Securities and Exchange Commission. Requests
should be made in writing to:
COMMERCIAL NATIONAL FINANCIAL CORPORATION
STOCK TRANSFER DEPARTMENT
P.O. BOX 429
LATROBE, PA 15650