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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, 1997
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 13, 1998. $46,400,277
Number of shares of common stock outstanding at March 13, 1998. 1,800,000
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to shareholders for
the fiscal year ended December 31, 1997 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 21, 1998 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
Westmoreland County. 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 will eliminate
over-crowded work offices, organize work groups and provide 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. 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 are limited to holding
the stock of its subsidiary bank and the remaining discussion
pertains to the activities of that bank.
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 home-banking system.
This product known as the Maxcess (at this point, there appears
a service mark) SM Account, provides our customers with the
option of paying bills through personal computer, screenphone,
touchtone phone and even rotary phone. During 1997, the Maxcess
(at this point, there appears a service mark)SM 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.
[FN]
MAXCESS is a service mark of Commercial National Bank of
Westmoreland County
Competition
- -----------
Throughout the subsidiary bank's service area, substantial
competition exists both for 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 subsidiary bank 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.
Because the corporation and the bank confine their activities
within a single county, changes to intra and inter-state banking
regulations have had little impact inasmuch as the competitive
situation described earlier can not be altered significantly nor
is the corporation likely to take advantage of the broader
branching or merger options now available. 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 subsidiary bank 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, 1997 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
1997 1996 1995
---- ---- ----
U. S. Treasury securities and other
U. S. Government agencies and
corporations $81,067,566 $73,477,520 $77,094,930
Obligations of states and political
subdivisions 35,619,236 27,928,975 24,996,402
Other securities 1,330,300 933,200 944,700
---------- ---------- ----------
Total $118,017,102 $102,339,695 $103,036,032
============ ============ ============
Loans
- -----
Final loan maturities excluding consumer installment and
mortgage loans and before unearned discount at December 31, 1997:
(in thousands)
Within One-Five After
One Year Years Five Years Total
-------- ------ ---------- -----
Commercial and Industrial $ 9,574* $ 8,918 $ 560 $19,052
Real estate-construction 3,179 332 - 3,511
Other 5,320** 817 9,100 $15,237
------- ------ ------ -------
Totals $18,073 $10,067 $9,660 $37,800
======= ====== ====== =======
Loans at fixed interest rates $ 4,337 $1,217 $ 5,554
Loans at variable interest rates 5,730 364 6,094
------ ------ -------
$10,067 $1,581 $11,648
====== ====== =======
* Includes $246M of Commercial credit cards.
** Includes $2.5 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, 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
==========
Dec. 31, 1994
Loans on non-accrual basis $ 662,111
Loans past due 90 days or more 395,654
Renegotiated loans 158,057
----------
Total $1,215,822
==========
Dec. 31, 1993
Loans on non-accrual basis $ 211,526
Loans past due 90 days or more 65,485
Renegotiated loans 166,784
----------
Total $ 443,795
==========
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, 1997 the
corporation had no other real estate owned and no in-substance
foreclosures.
Effect of non-accrual loans on interest income during 1997 is as
follows:
Non-accrual
Loans
-------
Gross amount of interest that would have
been recorded at original rates $ 2,317
Less: Interest that was reflected in income -
--------
Net reduction to interest income $ 2,317
========
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, 1997:
December 31,
1997 1996 1995 1994 1993
Loans outstanding at beginning of year,
net of unearned income $159,935,523 $144,288,002 $139,066,657 $125,575,221 $116,792,991
============ ============ ============ ============ ============
Average loans outstanding $169,849,234 $151,056,637 $142,697,066 $130,041,170 $123,225,194
Allowance for loan losses: ============ ============ ============ ============ ============
Balance, beginning of year $ 2,035,818 $ 2,081,700 $ 2,077,553 $ 1,968,014 $ 1,740,713
------------ ------------ ------------ ------------ ------------
Loans charged off:
Commercial, industrial & other 4,859 - - - -
Installment and charge card 437,003 170,719 97,089 46,873 50,794
Real estate 6,446 3,233 - 40,009 92,771
------- ------- ------ ------- -------
Total loans charged off 448,308 173,952 97,089 86,882 143,565
------- ------- ------ ------- -------
Recoveries:
Commercial, industrial & other - - - - -
Installment and charge card 22,669 23,070 10,884 7,637 10,866
Real estate 2,072 - 352 8,784 -
------- ------- ------ ------- -------
Total recoveries 24,741 23,070 11,236 16,421 10,866
------- ------- ------ ------- -------
Net loans charged off 423,567 150,882 85,853 70,461 132,699
Provision charged to expense 270,000 105,000 90,000 180,000 360,000
------- ------- ------- ------- -------
Balance, end of year $ 1,882,251 $ 2,035,818 $ 2,081,700 $ 2,077,553 $ 1,968,014
============ =========== =========== =========== ===========
Ratios:
Net charge-offs as a percentage
of average loans outstanding .25% .10% .06% .05% .11%
Allowance for loan losses
as a percentage of average loans
outstanding 1.11 1.35 1.46 1.60 1.60
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, 1997 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 1997, 1996 and 1995:
December 31,
1997 1996 1995
Average Average Average Average Average Average
Balance Rate Paid Balance Rate Paid Balance Rate Paid
Non-interest bearing demand $ 34,124,049 - % $ 32,920,490 - % $ 32,128,560 - %
Interest bearing demand 20,204,634 1.91 18,110,581 1.95 17,116,367 2.20
Money market 42,542,349 4.07 39,754,528 3.79 40,662,832 3.85
Savings 44,871,628 3.09 44,744,695 3.03 42,721,554 3.05
Time 108,744,105 5.41 97,004,511 5.34 92,126,830 5.44
------------ ----------- -----------
Total $250,486,765 3.75% $232,534,805 3.61% $224,756,143 3.67%
============ ============ ===========
Remaining maturities of certificates of deposit $100,000 or more:
December 31,
1997 1996 1995
Amount Percent Amount Percent Amount Percent
Remaining maturity:
3 months or less $12,602,770 40% $ 7,136,310 28% $ 5,614,025 27%
Over 3 through 6 months 4,452,058 14 2,830,951 11 1,313,545 6
Over 6 months through 12 months 2,628,559 8 2,047,722 8 1,628,908 8
Over 12 months 11,796,885 38 13,319,276 53 12,453,765 59
---------- -- ---------- -- ---------- --
Total $31,480,272 100% $25,334,259 100% $21,010,243 100%
========== ========== ==========
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. The first and second floors of the
building 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 subsidiary bank is a party which will have any
material effect on the financial position of the corporation
and its subsidiary.
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 67 Chairman of the board
(1977 to present),
chief executive officer
(1977 to 1997)
Louis T. Steiner 36 Vice chairman and chief executive
officer (November 1997 to present)
vice chairman (December 1995 to
present), vice president (January
1994 to November 1995), assistant
vice president (January 1993 to
December 1993)
Gregg E. Hunter 39 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),
assistant vice president and
controller (January 1993 to December
1993)
Edwin P. Cover 61 President and chief banking
officer (October 1989 to present)
Wendy S. Schmucker 29 Secretary/treasurer and vice president,
manager corporate administration
November 1997 to present), assistant
vice president and managing corporate
officer (December 1997 to present),
assistant secretary/treasurer and
corporate and financial administrative
officer (December 1995 to November 1996),
corporate administrator (January 1995
to November 1995) and administrative
assistant (February 1992 to December 1994)
Ryan M. Glista 30 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)
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, 1997
on page 20 is incorporated herein by reference in response
to this item. As of March 13, 1998 there were 526
shareholders of record of the registrant's common stock.
The number of beneficial shareholders is approximately 650.
Item 6. Selected Financial Data
-----------------------
Information appearing in the annual report to
shareholders for the fiscal year ended December 31, 1997
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, 1997
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, 1997 is incorporated herein by reference in response
to this item.
Annual
Report
Page
------
Report of Independent Certified Public Accountants................... 19
Financial Statements:
Consolidated Balance Sheets as of December 31, 1997 and 1996...... 6
Consolidated Statements of Income for the Years Ended
December 31, 1997, 1996, and 1995................................. 7
Consolidated Statements of Changes in Shareholders' Equity for
the Years Ended December 31, 1997, 1996 and 1995.................. 8
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995.................................. 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 21, 1998 on pages 5 thru 7 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 21, 1998 on page 12 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 21, 1998 on page 8 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 21, 1998 on page 15 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, 1997
21 Subsidiary of the Registrant
22 Commercial National Financial Corporation 1998 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 A. Steiner
---------------------------------------
Louis A. Steiner, Chairman of the Board
March 23, 1998
EXHIBIT INDEX TABLE OF CONTENTS
Exhibit
Number Description
- ------- ------------
21 Subsidiary of the Registrant
Exhibit 21 - Subsidiary 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
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 23, 1998
- --------------------
Louis A. Steiner, Chairman of the Board and Director
/s/ Louis T. Steiner MARCH 23, 1998
- --------------------
Louis T. Steiner, Vice Chairman of the Board and Director
/s/ Gregg E. Hunter MARCH 23, 1998
- -------------------
Gregg E. Hunter, Vice Chairman of the Board and Director
/s/ Edwin P. Cover MARCH 23, 1998
- ------------------
Edwin P. Cover, President and Director
/s/ Wendy S. Schmucker MARCH 23, 1998
- -------------------------
Wendy S. Schmucker, Secretary/Treasurer
/s/ William M. Charley MARCH 23, 1998
- --------------------
William M. Charley, Director
/s/ George A. Conti, Jr. MARCH 23, 1998
- ------------------------
George A. Conti, Jr., Director
/s/ Richmond H. Ferguson MARCH 23, 1998
- ------------------------
Richmond H. Ferguson, Director
/s/ Dorothy S. Hunter MARCH 23, 1998
- ---------------------
Dorothy S. Hunter, Director
/s/ Frank E. Jobe MARCH 23, 1998
- ------------------
Frank E. Jobe, Director
/s/ Roy M. Landers MARCH 23, 1998
- ------------------
Roy M. Landers, Director
/s/ John C. McClatchey MARCH 23, 1998
- ----------------------
John C. McClatchey, Director
/s/ Joseph A. Mosso MARCH 23, 1998
- -------------------
Joseph A. Mosso, Director
/s/ Debral L. Spatola MARCH 23, 1998
- -----------------------
Debra L. Spatola, Director
/s/ George V. Welty MARCH 23, 1998
- -------------------
George V. Welty, Director
/s/ C. Edward Wible MARCH 23, 1998
- -------------------
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 1997 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