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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
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal year ended December 31, 2002
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from _______ to _______
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-Z 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 14, 2003: $45,970,336
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 14, 2003: 3,814,966 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's annual report to security holders for the year
ended December 31, 2002, are incorporated by reference in Part II and Part IV.
Portions of the registrant's proxy statement for its April 22, 2003, annual
shareholders meeting are incorporated by reference in Part III.
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INDEX
PART I
Item 1. Business......................................................................2
Item 2. Properties....................................................................3
Item 3. Legal Proceedings.............................................................4
Item 4. Submission of Matters to a Vote of Security Holders...........................4
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters.....4
Item 6. Selected Financial Data.......................................................4
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.........................................................4
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.....................4
Item 8. Financial Statements and Supplementary Data...................................4
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure......................................................4
PART III
Item 10. Directors and Executive Officers of the Registrant............................4
Item 11. Executive Compensation........................................................5
Item 12. Security Ownership of Certain Beneficial Owners and Management................5
Item 13. Certain Relationships and Related Transactions................................5
Item 14. Control and Procedures........................................................5
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K...............6
SIGNATURES
Signatures ..............................................................................8
CERTIFICATIONS
Certification of Chief Executive Officer.......................................................10
Certification of Chief Financial Officer.......................................................11
INDEX TO EXHIBITS .............................................................................12
1
PART I
ITEM 1. BUSINESS
Commercial National Financial Corporation (the "Corporation" or "registrant"), 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 the Michigan Bankers
Title of Eastern Michigan. The investment in the Title Agency and the related
dividends earned are not material.
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's business is concentrated in a single industry segment - commercial
banking. The Bank provides a full range of banking services to individuals,
agricultural businesses, commercial businesses and light industries located in
its service area. The Bank maintains a diversified loan portfolio, including
loans to individuals for home mortgages, automobiles and personal expenditures,
and loans to business enterprises for current operations and expansion. The Bank
offers a variety of deposit vehicles, including checking, savings, money market,
individual retirement accounts and certificates of deposit.
The principal markets for the Bank's 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 offices located in
and near these communities. Neither the Corporation nor the Bank has any
material foreign assets or income.
The principal source of revenue for the Corporation and its subsidiary is
interest and fees on loans. On a consolidated basis, interest and fees on loans
accounted for 79.47% of the Corporation's total revenues in 2002, 79.71% in
2001, and 83.80% in 2000. Interest on investment securities accounted for 7.82%
of the Corporation's total revenues in 2002, 8.04% in 2001, and 8.82% in 2000.
At December 31, 2002, 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 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.
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
2
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.
3
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,
Pompeii, and St. Louis, Michigan.
The Bank owns the property for six of the office locations. One office is leased
pursuant to a lease that expires August 1, 2008, subject to 2 renewals of 10
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.
During 2002, the Bank completed construction of a new office located in
Greenville Michigan. The Bank is also in the process of obtaining regulator
approval to open an office in Mt. Pleasant, Michigan. The Bank intends to lease
space for this location.
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 AND RELATED SHAREHOLDER
MATTERS.
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, 2002, is here 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, 2002, is here
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, 2002, is here 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, 2002, is here incorporated by reference to Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements, notes and report of independent auditors' included in
the registrant's annual report to shareholders for the year ended December 31,
2002, are here incorporated by reference to Exhibit 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information set forth under the caption "Directors and Executive Officers"
and "Section 16(a) Beneficial Ownership Reporting Compliance" in the
registrant's definitive Proxy Statement for its April 22, 2003, annual meeting
of shareholders is here incorporated by reference.
4
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 22, 2003, annual meeting of shareholders is here
incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information set forth under the caption "Voting Securities" in the
registrant's definitive Proxy Statement for its April 22, 2003, 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, 2002.
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 83,510 $11.97 192,115
1991 Plan 148,329 9.67 -
Equity Compensation Plans Not
Approved by Security Holders - - -
- ------------------------------------------------------------------------------------------------------------
Total 231,839 $10.50 192,115
============================================================================================================
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 22, 2003, annual meeting
of shareholders is here incorporated by reference.
ITEM 14. 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-14 and 15d-14 of the Securities Exchange Act of 1934. As
of December 31,2002, 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, 2002 were effective 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.
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 19 of the Annual Report to Shareholders for the year ending
December 31, 2002, management assessed the Corporation's system of internal
control over financial reporting as of December 31, 2002, 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, 2002, its system of internal control over
financial reporting met those criteria.
There have been no significant changes in the Corporation's internal controls or
in other factors that could significantly affect internal controls subsequent to
December 31, 2002.
5
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:
Independent Auditors' Reports*
Consolidated Balance Sheets - December 31, 2002 and 2001*
Consolidated Statements of Income for each of the three years ended December 31,
2002*
Consolidated Statements of Shareholders' Equity for each of the three years in
the period ended December 31, 2002*
Consolidated Statements of Cash Flows for each of the three years in the period
ended December 31, 2002*
Notes to Consolidated Financial Statements*
* Incorporated by reference from the 2002 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, 2002 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 2002 Annual Report to Shareholders.
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 Certified Public Accountants.
6
99.1 Section 906 Certification
* 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.
No reports were filed for the fourth quarter of 2002.
(c) Exhibits.
See Item 15(a)(3)
(d) Financial Statement Schedules.
There are no financial statement schedules required to be filed with
this report.
7
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)
March 26, 2003 By: /s/ Jeffrey S. Barker
Jeffrey S. Barker
President and Chief Executive Officer
8
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, 2003 /s/ Jeffrey S. Barker
Jeffrey S. Barker
Director, President and Chief Executive Officer
(Principal Executive Officer)
March 26, 2003 /s/ Richard F. Abbott
Richard F. Abbott
Director
March 26, 2003 /s/ Jefferson P. Arnold
Jefferson P. Arnold
Director
March 26, 2003 /s/ Don J. Dewey
Don J. Dewey
Director
March 26, 2003 /s/ Patrick G. Duffy
Patrick G. Duffy
Director
(Principal Financial and Accounting Officer)
March 26, 2003 /s/ David A. Ferguson
David A. Ferguson
Director
March 26, 2003 /s/ Paul B. Luneack
Paul B. Luneack
Director
March 26, 2003 /s/ Kim C. Newson
Kim C. Newson
Director
March 26, 2003 /s/ Howard D. Poindexter
Howard D. Poindexter
Director
March 26, 2003 /s/ Scott E. Sheldon
Scott E. Sheldon
Director
9
COMMERCIAL NATIONAL FINANCIAL CORPORATION
I, Jeffrey S. Barker, certify that:
1. I have reviewed this annual report on Form 10-K of Commercial National
Financial Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act rules 13a-14 and 15d-14) for the registrant and have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c. Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
DATE: March 26, 2003
/s/ JEFFREY S. BARKER
--------------------------
Jeffrey S. Barker
President and Chief Executive Officer
10
COMMERCIAL NATIONAL FINANCIAL CORPORATION
I, Patrick G. Duffy, certify that:
1. I have reviewed this annual report on Form 10-K of Commercial National
Financial Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
DATE: MARCH 26, 2003
/s/ PATRICK G. DUFFY
--------------------------
Patrick G. Duffy
Executive Vice President and Chief Financial Officer
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 2002 Annual Report to Shareholders.
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.
99.1 Section 906 Certification
*This exhibit is filed by incorporation by reference to a prior filing.
12