11-K 1 e11-k.txt FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to ----------- ----------- Commission File Number: 0-17000 Commercial Bank Employee Savings and Stock Ownership Plan Commercial National Financial Corporation 101 N. Pine River Ithaca, Michigan 48847 (517) 875-4534 2 REPORT OF INDEPENDENT AUDITORS Plan Administrator of Commercial Bank Employee Savings and Stock Ownership Plan Ithaca, Michigan We have audited the accompanying statements of net assets available for benefits of the Commercial Bank Employee Savings and Stock Ownership Plan ("the Plan") as of December 31, 1999 and 1998 and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the year ended December 31, 1999, in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements as a whole. Crowe, Chizek and Company LLP South Bend, Indiana May 25, 2000 -------------------------------------------------------------------------------- 1. 3 COMMERCIAL BANK EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1999 and 1998 --------------------------------------------------------------------------------
1999 1998 ---- ---- ASSETS Investments, at fair value (Note 4) Common stock $ 1,172,325 $ 1,064,646 Mutual funds 1,773,888 1,267,161 Loans to plan participants 984 2,277 ----------- ----------- 2,947,197 2,334,084 Receivables Employer contribution 99,488 88,496 Participant contributions 4,075 -- ----------- ----------- 103,563 88,496 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $ 3,050,760 $ 2,422,580 =========== ===========
-------------------------------------------------------------------------------- See accompanying notes to financial statements. 2. 4 COMMERCIAL BANK EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 1999 -------------------------------------------------------------------------------- ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Investment income Net appreciation in fair value of investments (Note 4) $ 470,481 Interest 81 Dividends - cash 78,002 Dividends - stock 60,721 ----------- 609,285 Contributions Employer 99,488 Participants 179,679 ----------- 279,167 Total additions 888,452 DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO: Benefits paid to participants 260,272 ----------- Total deductions 260,272 ----------- NET INCREASE 628,180 Net assets available for benefits Beginning of year 2,422,580 ----------- End of year $ 3,050,760 ===========
-------------------------------------------------------------------------------- See accompanying notes to financial statements. 3. 5 COMMERCIAL BANK EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 -------------------------------------------------------------------------------- NOTE 1 - DESCRIPTION OF PLAN The following description of the Commercial Bank Employee Savings and Stock Ownership Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General: The Plan was established by the plan sponsor, Commercial Bank (the Bank), effective January 1, 1997. The Bank acts as trustee for the Plan assets. The Plan is a defined contribution plan which covers all employees who have completed 90 days of employment and attained the age of 21. The Plan has a contributory 401(k) portion based on elective contributions from participants in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions: Elective deferrals by participants under the 401(k) provisions are based on a percentage of their compensation as defined in the Plan agreement which are subject to certain limitations. Employees also may rollover account balances from other plans into their account. The Bank may, at the sole discretion of the Board of Directors, contribute to each participant's account a matching contribution which is a percentage of the participant's elective contribution for the year. For 1999, the Bank made matching contributions equal to 100% of the first 6% of the compensation deferred by each 401(k) participant subject to certain limitations as specified in the Plan agreement. Participant Accounts: Each participant's account is credited with the participant's contributions and allocation of (a) the Bank's contributions and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the aggregate of the participants' deferrals and roll-overs and employer matching contributions. Investment options: Participants may direct, on a quarterly basis, the trustee to invest their elective 401(k) contributions as well as employer matching contributions to the Plan in any of the available investment options. Participants can individually determine their investment options based on desired level of risk and return for all contributions (employer and employee) to the Plan. Each participant has a self-directed account in addition to the investment options offered by the Plan. This gives participants the option to invest their contributions (employer and employee) to purchase common stock of Commercial National Financial Corporation, the parent company of the plan sponsor. -------------------------------------------------------------------------------- (Continued) 4. 6 COMMERCIAL BANK EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 -------------------------------------------------------------------------------- NOTE 1 - DESCRIPTION OF PLAN (Continued) Retirement, Death and Disability: A participant is entitled to 100% of his or her account balance upon retirement, death or disability while employed. Vesting: Participants are immediately vested in their elective contributions plus actual earnings thereon, and employer matching contributions. Payment of Benefits: A participant or his or her beneficiary receives the vested portion in the participant's account in a lump-sum. A participant may receive the portion of his or her account invested in Commercial National Financial Corporation common stock in stock or cash. Loan Provisions: The Plan provides that participants can borrow funds against their account balances up to 50% of their vested account balance, or $50,000, whichever is less. Expenses: Substantially all administrative expenses are paid by the Plan sponsor. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Investment Valuation and Income Recognition: Investments are stated at fair value. Mutual fund shares are traded on national exchanges and are valued at the last sales price on the date of valuation. Commercial National Financial Corporation common stock is traded over-the-counter and is valued at the last sales price on the date of valuation. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net Appreciation (Depreciation) in Fair Value of Investments: In accordance with the policy of stating investments at fair value, net unrealized appreciation (depreciation) for the year along with gains and losses on sales of investments are reflected in the Statement of Changes in Net Assets Available for Benefits as net appreciation (depreciation) in fair value of investments. Unrealized appreciation (depreciation) for investments held as of the end of the current fiscal year is the difference between the current value of those investments and the value of those investments as of the end of the prior fiscal year or the purchase date for investments purchased during the year. The gain or loss on securities sold is the difference between the proceeds received and the fair value of the security at the end of the prior fiscal year or the purchase date for securities purchased during the year. -------------------------------------------------------------------------------- (Continued) 5. 7 COMMERCIAL BANK EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates. It is at least reasonably possible that a significant change may occur in the near term for the estimates of investment valuation. Concentration of Credit Risk: At December 31, 1999 and 1998, 38.4% and 43.9% of the Plan's assets were invested in Commercial National Financial Corporation common stock. New Accounting Standard: During 1999, the Plan adopted the requirements of the American Institute of Certified Public Accountants Statement of Position 99-3, Accounting and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters. NOTE 3 - PLAN TERMINATION Although it has not expressed any intent to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and its related regulations. NOTE 4 - INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets as of December 31.
1999 ---- Number of Fair Shares Value ------ ----- INVESTMENTS, AS DETERMINED BY QUOTED MARKET PRICE George Putnam Fund of Boston 13,103 $ 213,541 Putnam Fund for Growth and Income 20,862 393,984 Putnam Investors Fund 21,452 408,792 Putnam OTC & Emerging Growth Fund 10,610 394,783 Putnam International Growth Fund 6,300 186,667 Commercial National Financial Corporation common stock 89,904 1,172,325
-------------------------------------------------------------------------------- (Continued) 6. 8 COMMERCIAL BANK EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 -------------------------------------------------------------------------------- NOTE 4 - INVESTMENTS (Continued)
1998 ---- Number of Fair Shares Value ------ ----- INVESTMENTS, AS DETERMINED BY QUOTED MARKET PRICE Scudder Growth & Income Fund 7,897 $ 207,779 Frank Russell Investment Company Diversified Bond Fund 7,533 177,260 Baron Asset Fund 4,853 245,262 Harbor International Fund 3,952 145,129 Harbor Capital Appreciation Fund 12,195 463,287 Commercial National Financial Corporation common stock 89,422 1,064,646
All of the Plan's investments are uninsured. During 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $470,481 as follows: Mutual funds $ 433,951 Common stock 36,530 ---------- $ 470,481
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS Parties-in-interest are defined under Department of Labor (DOL) regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. Professional fees for the administration and audit of the Plan are paid by the Bank. As of December 31, the Plan held the following party-in-interest investments (at fair value):
1999 1998 ---- ---- Baird Money Market $ 63,826 $ -- Commercial National Financial Corporation common stock, 89,904 and 89,422 shares 1,172,325 1,064,646
-------------------------------------------------------------------------------- 7. 9 COMMERCIAL BANK EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 -------------------------------------------------------------------------------- NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS (Continued) The 89,904 and 89,422 shares of Commercial National Financial Corporation common stock held by the Plan as of December 31, 1999 and 1998 represent 2.82% and 2.85% of the Corporation's outstanding shares as of December 31, 1999 and 1998. During 1999, cash dividends of $37,286 were paid to the Plan by the Corporation. During 1999, the Plan, under employee direction, purchased 4,188 shares of Commercial National Financial Corporation common stock for a total purchase price of $87,714 and sold 3,977 shares of Commercial National Financial Corporation common stock for $82,341. In addition, the Corporation issued a three for one stock split and a 5% stock dividend which resulted in 56,968 and 4,337 additional shares in 1999. The number of shares outstanding at December 31, 1998 has been restated to reflect the 1999 stock split and stock dividend. NOTE 6 - TAX STATUS The Internal Revenue Service has determined and informed Commercial National Financial Corporation by letter dated August 1, 1997, that the Plan and related trusts are designed in accordance with the applicable sections of the Internal Revenue Code (IRC) for tax exempt status. While the Plan has been amended subsequent to this date, the Plan administrator believes that the Plan continues to be designed and operating in accordance with the IRC. NOTE 7 - TERMINATED PARTICIPANTS Included in net assets available for benefits are amounts allocated to individuals who have elected to withdraw from the Plan, but who have not yet been paid. Plan assets allocated to these participants were $87,551 at December 31, 1999. -------------------------------------------------------------------------------- 8. 10 COMMERCIAL BANK EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR December 31, 1999 -------------------------------------------------------------------------------- Attachment to Form 5500, Schedule H, Part IV, Line 4i Name of plan sponsor: Commercial Bank Employer identification number: 38-2799780 Three-digit plan number: 003
(B) Identity of Issuer, (E) Borrower, Lessor, (C) (D) Current (A) or Similar Party Shares/Units Cost Value --- ---------------- ------------ ---- ----- George Putnam Fund of Boston 13,103 $ 213,541 Putnam Growth & Income Fund 20,862 393,984 Putnam Income Fund 18,288 112,294 Putnam International Growth Fund 6,300 186,667 Putnam Investors Fund 21,452 408,793 Putnam OTC & Emerging Growth Fund 10,610 394,783 * Baird Money Market 63,826 63,826 * Commercial National Financial Corporation common stock 89,904 1,172,325 Loans to plan participants 984 ------------ $ 2,947,197 ============
* Party in interest -------------------------------------------------------------------------------- 9. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Commercial Bank Employee Savings and Stock Ownership Plan Date: June 28, 2000 /s/ Jeffrey Barker ------------- ------------------------------------------ Jeffrey Barker, Trustee Date: June 28, 2000 /s/ Patrick Duffy ------------- ------------------------------------------ Patrick Duffy, Trustee 12 Exhibit Index ------------- Exhibit No. Description ----------- ----------- 23 Consent of Independent Public Accountants