CN BANCORP, INC. INSTRUCTIONS AND FORMS FOR CASH ELECTION
Exhibit 99.3
CN
BANCORP, INC.
INSTRUCTIONS AND
FORMS FOR CASH ELECTION
Pursuant to the Agreement and Plan of Merger, dated as of
December 13, 2006 (the “Merger Agreement”), by
and between ▇▇▇▇▇ Spring Bancorp, Inc. (“Bancorp”) and
CN Bancorp, Inc. (“CNB”), whereby CNB will merge with
and into Bancorp, you are entitled to elect, on the terms and
subject to the conditions provided for in the Merger Agreement,
to have some or all of your shares of CNB common stock converted
into the right to receive cash rather than shares of Bancorp
common stock upon consummation of the merger. All elections
are subject to the proration procedures described in the Merger
Agreement and the proxy statement/prospectus mailed to you under
separate cover. You should carefully read the proxy
statement/prospectus and the Merger Agreement, which is attached
as Appendix A to the proxy statement/prospectus for a
complete explanation of the proration and other terms of the
cash election.
Please
note the
following:
| • | You should complete the Election Form and Letter of Transmittal ONLY if you are the record holder of the shares. If any of your shares are held in “street name” by a broker, bank or other nominee, please contact your broker, bank or other nominee for instructions on how to make an election for those shares. | |
| • | If you elect to receive cash, upon consummation of the merger and subject to proration, you will receive $25.00 in cash for each share of CNB common stock with respect to which you make a valid cash election. If you do not make a valid election, upon consummation of the merger and subject to proration, you will receive 0.6657 of a share of Bancorp common stock for each share of CNB common stock for which you are the record holder, and cash in lieu of any fractional share. In no event will any interest be paid on amounts payable under the Merger Agreement. You may revoke your election at any time prior to the Election Deadline, as described below. | |
| • | The deadline for making an election is 5:00 p.m., EST, on May 21, 2007 (the “Election Deadline”). For an election to be valid, a properly completed Election Form and Letter of Transmittal and the related stock certificates representing your shares of CNB common stock must be received by the exchange agent, American Stock Transfer & Trust Company, prior to the Election Deadline. If you do not submit a valid Election Form and Letter of Transmittal along with your stock certificates prior to the Election Deadline, you will be deemed to have made a “non-election” with respect to your shares of CNB common stock, and those shares of CNB common stock will be converted into the right to receive shares of Bancorp common stock, subject to the proration provisions of the Merger Agreement. | |
| • | You are not guaranteed to receive only cash if you make a cash election. The Merger Agreement provides that the form of merger consideration actually received by you may differ from the form of consideration that you elect to receive because of the proration provisions contained in the Merger Agreement. Please refer to the instructions below and the proxy statement/prospectus for more information about proration. | |
| • | Generally, receiving cash will be treated as a transaction in which gain (or possibly loss) will be recognized for U.S. federal income tax purposes. You should refer to the discussion under “The Merger — United States Federal Income Tax Consequences of the Merger” in the proxy statement/prospectus. Because individual circumstances may differ, you should consult your tax advisor to determine the tax effects of the merger, including the application and effect of foreign, federal, state, local or other tax laws. | |
| • | Completing the Election Form and Letter of Transmittal is not a vote regarding the merger. Please use the proxy card and related instructions delivered with the proxy statement/prospectus |
| to vote on the merger. You are not required to vote in favor of the merger in order to make an election. |
| • | All Election Forms and Letters of Transmittal will be void and of no effect, and any surrendered shares will be returned to you (at no cost to you), if the Merger Agreement is terminated and the merger is not consummated for any reason. |
The
options for electing consideration in the merger
are:
1. Exchange ALL of your shares of CNB common stock for
cash. You may select this option, indicating that
you want to receive cash in exchange for ALL of your
shares of CNB common stock, subject to the proration provisions
of the Merger Agreement.
2. Exchange A PORTION of your shares of CNB common stock
for cash. You may select this option, indicating
that you want to receive cash in exchange for A PORTION
of your shares of CNB common stock, subject to the proration
provisions of the Merger Agreement.
3. Make no election. If you do not want
to make a cash election or you want to receive Bancorp common
stock in exchange for your shares of CNB common stock, subject
to proration, you should not complete and return the
Election Form and Letter of Transmittal and you will
automatically be deemed to have made a “non-election.”
You will be mailed another Letter of Transmittal and
instructions promptly after consummation of the merger.
The
documents necessary to complete an election are enclosed
herewith and
include:
1. The Instructions for Completing the Election Form and
Letter of Transmittal;
2. The Election Form and Letter of Transmittal,
which enables you to make your election to receive cash, attach
your stock certificates, complete the Substitute
Form W-9
to certify your Taxpayer Identification/Social Security
Number and include any information required for special payment,
special delivery or signature guarantee;
3. The Substitute
Form W-9
Guidelines;
4. A Notice of Guaranteed Delivery, to be used if
none of the procedures for delivering your certificate(s)
representing shares of CNB common stock can be completed on a
timely basis; and
5. A return envelope for mailing the completed items
to the exchange agent, American Stock Transfer & Trust
Company.
If you have any questions regarding how to make an election
or the enclosed forms, please contact American Stock
Transfer & Trust Company, the exchange agent, at
▇-▇▇▇-▇▇▇-▇▇▇▇ (toll free) or ▇-▇▇▇-▇▇▇-▇▇▇▇.
This communication is not a solicitation of a proxy from any
CNB stockholder. Bancorp has filed with the Securities and
Exchange Commission (the “SEC”) a registration
statement on
Form S-4
which contains the proxy statement/prospectus that was mailed to
CNB stockholders on or about April 4, 2007. Bancorp and CNB
may file other relevant documents concerning the merger with the
SEC. STOCKHOLDERS OF CNB ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE
FILED WITH THE SEC BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION WITH RESPECT TO THE MERGER, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER. Stockholders may obtain
documents filed with the SEC free of charge at the SEC’s
website, ▇▇▇.▇▇▇.▇▇▇. Documents filed with the SEC by Bancorp
may also be obtained without charge by contacting ▇▇▇▇▇ Spring
Bancorp, Inc., Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or by telephone at
(▇▇▇)▇▇▇-▇▇▇▇. CNB’s annual report on
Form 10-KSB
for the year ended December 31, 2006 is attached to the
proxy statement/prospectus as Appendix D. Other
documents filed with the SEC by CNB may be obtained without
charge by contacting CNB Bancorp, Inc., Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or by
telephone at (▇▇▇)▇▇▇-▇▇▇▇.
2
INSTRUCTIONS FOR
COMPLETING THE ELECTION FORM AND
LETTER OF TRANSMITTAL
LETTER OF TRANSMITTAL
These instructions are for the accompanying Election Form and
Letter of Transmittal for the stockholders of CNB. You should
complete the Election Form and Letter of Transmittal and return
the stock certificates (or the enclosed Notice of Guaranteed of
Delivery) for which you have made a cash election ONLY if
you are the record holder of the shares and want to elect to
receive cash in exchange for some or all of your shares of CNB
common stock. If you do not want to elect to receive cash for
some or all of your shares of CNB common stock, do
NOT complete the Election Form and Letter of
Transmittal and do NOT return your stock certificates. Do
NOT complete the Election Form and Letter of Transmittal
if you are not the record holder of your shares. If you want to
make a cash election but are not the record holder of the
shares, i.e., they are held by a nominee or your bank or broker
holds them in “street name,” please contact your
broker, bank or other nominee for more information and
instructions on how to make an election.
You are not guaranteed to receive only cash if you make a
cash election. All elections and non-elections are subject to
the terms of the Merger Agreement provided to stockholders as
part of the proxy statement/prospectus, dated March 28,
2007. The Merger Agreement provides that the form of merger
consideration actually received by you may differ from the form
of consideration that you elect to receive because of the
proration provisions contained in the Merger Agreement. Please
refer to the instructions below and the proxy
statement/prospectus for more information about proration.
The Election Deadline is 5:00 p.m., EST on May 21,
2007. If the exchange agent, American Stock
Transfer & Trust Company, does not receive a
valid Election Form and Letter of Transmittal at its designated
office by the Election Deadline, you will be deemed to have made
a “non-election” and your shares of CNB common stock
will be converted into the right to receive shares of Bancorp
common stock, subject to the proration provisions of the Merger
Agreement.
| 1. | ACCOUNT INFORMATION |
Section 1 of the Election Form and Letter of Transmittal
shows the registration of your account and the number and type
of shares owned by you as reflected on the records of CNB at the
time of mailing these instructions.
Please mark through any incorrect address information that is
printed in this area on the Election Form and Letter of
Transmittal. Clearly print the correct address in the space
beside the printed information.
Do NOT complete the Election Form and Letter of
Transmittal if you are not the record holder of your shares. If
you want to make a cash election but are not the record holder
of the shares, i.e. they are held for you by a nominee or your
bank or broker in “street name,” please contact your
broker, bank or other nominee for more information and
instructions on how to make an election.
| 2. | ELECTION OPTIONS |
The terms of the Merger Agreement allow you to elect to receive
cash in exchange for some or all of your shares of CNB common
stock, subject to the proration provisions of the Merger
Agreement as described in the proxy statement/prospectus.
Select from
the following options:
1. Elect to exchange ALL of your shares of CNB common
stock for cash. You may select this option,
indicating that you want to receive $25.00 in cash, without
interest, in exchange for ALL of your shares of CNB
common stock, subject to the proration provisions of the Merger
Agreement.
2. Elect to exchange A PORTION of your shares of CNB
common stock for cash. You may select this
option, indicating that you want to receive $25.00 in cash,
without interest, in exchange for A PORTION of your
shares of CNB common stock, subject to the proration provisions
of the Merger Agreement. If you
3
select this option, you must indicate in the space provided on
the Election Form and Letter of Transmittal the number of shares
of CNB common stock in exchange for which you are electing to
receive cash. You will be deemed to have made a
“non-election” with respect to your remaining shares
of CNB common stock, and those remaining shares of CNB common
stock will be converted into the right to receive shares of
Bancorp common stock, subject to the proration provisions of the
Merger Agreement. If you select this option but you do not
indicate the number of shares of CNB common stock in exchange
for which you are electing to receive cash, we will assume you
want to exchange ALL of your shares for cash.
3. Make no election. If you do not want
to make a cash election or you want to receive Bancorp common
stock in exchange for your shares of CNB common stock, subject
to proration, you should not complete and return the Election
Form and Letter of Transmittal and you will automatically be
deemed to have made a “non-election” as described
above. You will be mailed another Letter of Transmittal and
instructions promptly after consummation of the merger.
You are not guaranteed to receive your election choice. Bancorp
will pay cash for at least 40%, but no more than 50% of the
outstanding shares of CNB common stock and issue shares of
Bancorp common stock for at least 50% but no more than 60% of
the outstanding shares of CNB common stock. If the aggregate
number of shares of CNB common stock for which an election to
receive cash is made is higher than 50% of the outstanding
shares of CNB common stock, a pro rata portion of those shares
will be converted into the right to receive Bancorp common stock
in order to provide the 50% cash/50% stock allocation. If the
aggregate number of shares of CNB common stock for which an
election to receive cash is made is lower than 40% of the
outstanding shares of CNB common stock, a pro rata portion of
the non-electing shares will be converted into the right to
receive cash in order to provide the 40% cash/60% stock
allocation. Any shares of CNB common stock with respect to which
proper demand for appraisal has been made under the Maryland
General Corporation Law will be treated as shares for which an
election to receive each has been made for purposes of
proration. Because of this proration, you cannot be certain
of receiving the form of consideration that you desire with
respect to all of your shares of CNB common stock. For more
information about the election procedures and proration of
shares, please refer to the Merger Agreement and the proxy
statement/prospectus.
If you elect to exchange any of your shares of CNB
common stock for cash, your stock certificates (or the enclosed
Notice of Guaranteed Delivery) representing the shares for which
you are electing to receive cash must be returned with the
completed and executed Election Form and Letter of
Transmittal.
Do NOT complete the Election Form and Letter of Transmittal
if you are not the record holder of your shares. If you want to
make a cash election but are not the record holder of the shares
or if the shares are held for you by a nominee, your broker or
your bank in “street name,” please contact your
broker, bank or other nominee for more information and
instructions on how to make an election.
If you are mailing your stock certificates, we recommend that
you make copies of your stock certificates and completed
Election Form and Letter of Transmittal. We also recommend
sending the items by registered mail, return receipt requested,
and insured for at least 2.0% of the market value ($20 minimum).
This is the amount that it commonly costs to replace a lost
certificate. Please do not return any documents to CNB
or Bancorp.
| 3. | REQUIRED SIGNATURES |
Signatures
The signature (or signatures, in the case of certificates owned
by two or more holders) on the Election Form and Letter of
Transmittal should correspond exactly with the name(s) as
written on the face of the certificate(s). If the shares of CNB
common stock described on the Election Form and Letter of
Transmittal have been assigned by the record holder(s), the
Election Form and Letter of Transmittal should be signed in
exactly the same form as the name of the last transferee
indicated on the transfer attached to or endorsed on the
certificate(s).
4
If the Election Form and Letter of Transmittal is signed by a
trustee, executor, administrator, guardian, officer of a
corporation,
attorney-in-fact
or by any others acting in a representative or fiduciary
capacity, the person signing, unless he or she is the record
holder, must give such person’s full title in such
capacity, and appropriate evidence of authority to act in such
capacity must be forwarded to the exchange agent with the
Election Form and Letter of Transmittal.
Signature
Guarantee
If the Election Form and Letter of Transmittal is signed by a
person other than the record holder of the certificate(s)
listed, the certificate(s) must be endorsed or accompanied by
appropriate stock power(s), in either case signed by the record
holder(s) in the name(s) that appear on the certificate(s), and
the signature(s) appearing on such endorsement(s) or stock
power(s) and on the Election Form and Letter of Transmittal must
be guaranteed by an eligible financial institution or broker who
is a member/participant in a Medallion Program approved by the
Securities Transfer Association, Inc.
| 4. | SPECIAL PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS |
Special
Payment
If you want your check made payable to a name or names different
from the name(s) printed on the Election Form and Letter of
Transmittal, please follow the instructions below.
First, print the name(s) and address of the person(s) receiving
the check in the space provided under Special Payment
Instructions. Then, refer to the procedures described below for
the requirements needed to make some of the most frequently
requested types of registration changes. Any additional
documents required below must accompany your share
certificate(s) and your Election Form and Letter of Transmittal.
Name
change due to marriage or transfer of ownership to another
individual:
(a) If there has been a name change due to marriage, sign
the Election Form and Letter of Transmittal as the name appears
on the face of the certificate, write “Now Known As”
and then sign with the new name.
Obtain a signature guarantee for the stockholder whose
name is printed on the Election Form and Letter of Transmittal.
If the shares are registered in joint name, both owners must
sign and have their signatures guaranteed. Each signature must
be guaranteed by an eligible financial institution or broker who
is a member/participant in a Medallion Program approved by the
Securities Transfer Association, Inc. The signature of a
Notary Public is not acceptable for this purpose.
(b) Complete the Substitute
Form W-9
on the Election Form and Letter of Transmittal by listing the
Taxpayer Identification Number (TIN) or Social Security Number
(SSN) that is to be used for tax reporting. The individual whose
TIN or SSN is being used must sign the Substitute
Form W-9.
Please refer to the accompanying Substitute
Form W-9
Guidelines for more detailed information.
The
stockholder whose name is printed on the Election Form and
Letter of Transmittal is deceased. You are the executor or
administrator of the estate:
(a) Provide a copy of the court qualification appointing
the legal representative (dated within 60 days).
(b) Obtain a signature guarantee for the legal
representative. The signature must be guaranteed by an eligible
financial institution or broker who is a member/participant in a
Medallion Program approved by the Securities Transfer
Association, Inc. The signature of a Notary Public is
not acceptable for this purpose.
(c) Complete the Substitute
Form W-9
on the Election Form and Letter of Transmittal by listing the
Taxpayer Identification Number (TIN) or Social Security Number
(SSN) that is to be used for tax reporting. If the shares are is
being registered in the name of the estate and not to an
individual, a TIN is required. Please refer to the accompanying
Substitute
Form W-9
Guidelines for more detailed information.
5
The
shares are registered in joint name and one of the stock holders
is deceased. You are transferring shares to the survivor
only:
(a) Provide a copy of the death certificate.
(b) Survivor’s signature (signature guarantee is
not necessary in this case).
(c) Complete the Substitute
Form W-9
on the Election Form and Letter of Transmittal by listing the
Taxpayer Identification Number (TIN) or Social Security Number
(SSN) that is to be used for tax reporting. The individual whose
TIN or SSN is being used must sign a Substitute
Form W-9.
Please refer to the accompanying Substitute
Form W-9
Guidelines for more detailed information.
The
shares are registered in joint name and one of the stock holders
is deceased. You are transferring shares to the survivor
and adding a Name:
(a) Provide a copy of the death certificate.
(b) The survivor must obtain a signature guarantee.
The signature must be guaranteed by an eligible financial
institution or broker who is a member/participant in a Medallion
Program approved by the Securities Transfer Association, Inc.
The signature of a Notary Public is not acceptable for
this purpose.
(c) Complete the Substitute Form
W-9 on the
Election Form and Letter of Transmittal by listing the Taxpayer
Identification Number (TIN) or Social Security Number (SSN) that
is to be used for tax reporting . The individual whose TIN or
SSN is being used must sign a Substitute Form
W-9. Please
refer to the accompanying Substitute Form
W-9
Guidelines for more detailed information.
The
shares are registered to a custodian for a minor and the former
minor has reached the age of majority:
(a) Provide a copy of the birth certificate of the former
minor.
(b) Complete the Substitute
Form W-9
on the Election Form and Letter of Transmittal by listing the
Taxpayer Identification Number (TIN) or Social Security Number
(SSN) that is to be used for tax reporting. The individual whose
TIN or SSN is being used must sign a Substitute
Form W-9.
Please refer to the accompanying Substitute
Form W-9
Guidelines for more detailed information.
You
want to have the shares registered in the name of a
trust:
(a) Obtain a signature guarantee for the stockholder
whose name is printed on the Election Form and Letter of
Transmittal. If the shares are registered in joint name, both
owners must sign and have their signatures guaranteed. Each
signature must be guaranteed by an eligible financial
institution or broker who is a member/participant in a Medallion
Program approved by the Securities Transfer Association, Inc.
The signature of a Notary Public is not acceptable for
this purpose.
(b) Provide the name of the trust, date of the trust and
trustees.
(c) Complete the Substitute
Form W-9
on the Election Form and Letter of Transmittal by listing the
Taxpayer Identification Number (TIN) or Social Security Number
(SSN) that is to be used for tax reporting. The individual whose
TIN or SSN is being used must sign a Substitute
Form W-9.
Please refer to the accompanying Substitute
Form W-9
Guidelines for more detailed information.
Special
Delivery
Complete this box if you want your check to be delivered to an
address other than the one printed in Section 1 on the
Election Form and Letter of Transmittal. Your address of record
will not be affected by completing this section.
6
| 5. | SUBSTITUTE FORM W-9 |
Regardless of whether you have previously furnished a Taxpayer
Identification Number (TIN), Social Security Number (SSN) or the
certification on
Form W-9
with respect to dividend payments, you must again furnish this
number on the Substitute
Form W-9.
Please refer to the accompanying Substitute
Form W-9
Guidelines for further information.
| 6. | CHANGE OR REVOCATION OF ELECTION |
An election to receive cash may be revoked in writing to the
exchange agent by the person submitting the Election Form and
Letter of Transmittal at any time prior to the Election
Deadline. In the event of a revocation of an election to receive
cash, a revoking holder will be deemed to have made a
“non-election” with respect to the shares for which
the revocation is made. The exchange agent will have reasonable
discretion to determine whether any election or revocation has
been properly or timely made and to disregard immaterial defects
in the Election Form and Letter of Transmittals and may (but is
not required to) consult with Bancorp regarding such matters,
and any good faith decisions of the exchange agent or Bancorp
regarding these matters will be binding and conclusive.
Neither Bancorp nor the exchange agent will be under any
obligation to notify any person of any defects in an Election
Form and Letter of Transmittal.
After the Election Deadline, a holder of CNB common shares may
not change his or her election and may not withdraw his or her
certificate(s).
| 7. | NULLIFICATION OF ELECTION UPON TERMINATION OF THE MERGER AGREEMENT |
All Election Form and Letter of Transmittals will be void and of
no effect, and any surrendered shares will be returned to you
(at no cost to you), if the Merger Agreement is terminated and
the merger is not consummated for any reason.
| 8. | SURRENDER OF CERTIFICATES AND EXCHANGE OF SHARES |
If you are the record holder of your shares and elect to
exchange any of your shares of CNB common stock for cash, stock
certificates (or the enclosed Notice of Guaranteed Delivery)
representing all shares with respect to which you are making an
election must be returned with the completed and executed
Election Form and Letter of Transmittal.
Your certificate(s) may be surrendered by a firm acting as your
agent if such firm is a member of a registered national
securities exchange or of The National Association of Securities
Dealers, Inc. (“NASD”) or is a commercial bank or
trust company in the United States.
If you elect to exchange a portion but less than all of your
shares of CNB common stock for cash, any stock certificate(s)
you deliver with this Election Form and Letter of Transmittal
will be retained by the exchange agent as provided herein and
will be exchanged for the appropriate merger consideration upon
the consummation of the merger as provided in the Merger
Agreement. Accordingly, if you deliver stock certificate(s) that
represent non-election shares as well as cash election shares,
such non-election shares will, without any further action on
your part, be exchanged for the merger consideration allocated
to non-election shares as provided in the Merger Agreement. In
the event you hold additional stock certificate(s) relating to
non-election shares that are not delivered as provided in this
Election Form and Letter of Transmittal, after the consummation
of the merger the exchange agent will send to you a separate
letter of transmittal that you can use to deliver your shares
and receive the merger consideration. If you deliver separate
letters of transmittal, any cash in lieu of fractional shares of
Bancorp common stock that would otherwise be issuable to you as
part of the merger consideration will be calculated separately
for each letter of transmittal. Please contact the exchange
agent if you have any questions about the receipt of cash in
lieu of fractional shares.
If you are mailing your stock certificates, we recommend that
you make copies of your stock certificates and completed
Election Form and Letter of Transmittal. We also recommend
sending the items by registered mail, return receipt requested,
and insured for at least 2.0% of the market value ($20 minimum).
This is the
7
amount that it commonly costs to replace a lost certificate.
Please do not return any documents to CNB or
Bancorp.
Soon after the completion of the merger, the exchange agent will
send a Letter of Transmittal to each person who was a CNB
stockholder of record at the effective time of the merger and
who has not previously submitted his or her CNB stock
certificate(s). These additional materials will instruct
stockholders who did not make a cash election on how to exchange
their shares for consideration to be provided in the merger.
IF YOU
ARE MAKING AN ELECTION, BEFORE YOU MAIL OR DELIVER YOUR ELECTION
FORM AND LETTER OF TRANSMITTAL, PLEASE BE SURE TO:
1. Complete the entire Election Form and Letter of
Transmittal.
2. Verify the election you have chosen.
3. Sign and date the Election Form and Letter of
Transmittal.
4. Print your SSN or TIN on the Election Form and Letter of
Transmittal and sign the Substitute
Form W-9.
5. Include any information required by item 4 of the
Election Form and Letter of Transmittal, including a Signature
Guarantee, if applicable.
6. Make copies of your stock certificates and completed
Election Form and Letter of Transmittal.
7. Use the return envelope provided for submitting the
Election Form and Letter of Transmittal and your share
certificates representing the shares of CNB common stock in
exchange for which you have elected to receive cash. We
recommend sending the items by registered mail, return receipt
requested and insured for at least 2.0% of the market value ($20
minimum).
IF YOU
HAVE ADDITIONAL QUESTIONS OR REQUIRE FURTHER ASSISTANCE, PLEASE
CONTACT THE EXCHANGE AGENT:
American Stock Transfer & Trust Company at
▇-▇▇▇-▇▇▇-▇▇▇▇ (toll free) or ▇-▇▇▇-▇▇▇-▇▇▇▇.
8
GUIDELINES
FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES
FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.
Social Security Numbers have nine digits separated by two
hyphens: i.e.,
000-00-0000.
Employer Identification Numbers have nine digits separated by
only one hyphen: i.e.,
00-0000000.
The table below will help determine the number to give the payer.
|
Give the |
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|
SOCIAL SECURITY |
||||
| For this type of account: | number of: | |||
|
1.
|
An individual’s account | The individual | ||
|
2.
|
Two or more individuals (joint account) | The actual owner of the account or, if combined funds, the first individual on the account(1) | ||
|
3.
|
Husband and wife (joint account) | The actual owner of the account or, if joint funds, the first individual on the account(1) | ||
|
4.
|
Custodian account of a minor (Uniform Gift to Minors Act) | The minor(2) | ||
|
5.
|
Adult and minor (joint account) | The adult or, if the minor is the only contributor, the minor(1) | ||
|
6.
|
Account in the name of guardian or committee for a designated ward, minor, or incompetent person | The ward, minor, or incompetent person(3) | ||
|
7
|
a. The usual revocable savings
trust account (grantor is also trustee)
|
The grantor-trustee(1) | ||
|
b. So-called trust account
that is not a legal or valid trust under state law
|
The actual owner(1) | |||
|
|
||||
|
Give the |
||||
|
EMPLOYER IDENTIFICATION |
||||
| For this type of account: | number of: | |||
|
8.
|
Sole proprietorship or single- member limited liability company (“LLC”) that is disregarded as separate from its member | The owner(4) | ||
|
9.
|
A valid trust, estate or pension trust | The legal entity(5) | ||
|
10.
|
Corporation or LLC electing corporate status on IRS Form 8832 | The corporation or LLC | ||
|
11.
|
Religious, charitable, or educational organization | The organization | ||
|
12.
|
Partnership or multiple member LLC | The partnership or LLC | ||
|
13.
|
Association, club, or other tax- exempt organization | The organization | ||
|
14.
|
A broker or registered nominee | The broker or nominee | ||
|
15.
|
Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments | The public entity | ||
|
|
||||
| (1) | List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished. |
| (2) | Circle the minor’s name and furnish the minor’s social security number. |
| (3) | Circle the ▇▇▇▇’▇, minor’s or incompetent person’s name and furnish such person’s social security number. |
| (4) | You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or employer identification number (if you have one). |
| (5) | List first and circle the name of the legal entity, either a trust, estate, or pension trust. Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title. |
| NOTE: | If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. |
9
OBTAINING
A NUMBER
If you do not have a taxpayer identification number, obtain
Form SS-5,
Application for a Social Security Card, at the local Social
Security Administration office, or
Form SS-4,
Application for Employer Identification Number, by calling
▇(▇▇▇) ▇▇▇-▇▇▇▇, and apply for a number.
Payees
Exempt From Backup Withholding
Payees specifically exempted from withholding include:
| • | An organization exempt from tax under Section 501(a), an individual retirement account, or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2). | |
| • | The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly owned agency or instrumentality of any one or more of the foregoing. | |
| • | An international organization or any agency or instrumentality thereof. | |
| • | A foreign government or any political subdivision, agency or instrumentality thereof. |
Payees that may be exempt from backup withholding include:
| • | A corporation. | |
| • | A financial institution. | |
| • | A dealer in securities or commodities required to register in the United States, the District of Columbia, or possession of the United States. | |
| • | A real estate investment trust. | |
| • | A common trust fund operated by a bank under Section 584(a). | |
| • | An entity registered at all times during the tax year under the Investment Company Act of 1940. | |
| • | A middleman known in the investment community as a nominee or custodian. | |
| • | A futures commission merchant registered with the Commodity Futures Trading Commission. | |
| • | A foreign central bank of issue. | |
| • | A trust exempt from tax under Section 664 or described in Section 4947. |
Payments of dividends and patronage dividends generally
exempt from backup withholding include:
| • | Payments to nonresident aliens subject to withholding under Section 1441. | |
| • | Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner. | |
| • | Payments of patronage dividends not paid in money. | |
| • | Payment made by certain foreign organizations. | |
| • | Section 404(k) payments made by an ESOP. |
Payments of interest generally exempt from backup withholding
include:
| • | Payment of interest or obligations issued by individuals. (Note: you may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer). | |
| • | Payment of tax-exempt interest (including exempt-interest dividends under Section 852). | |
| • | Payments described in Section 6049(b)(5) to nonresident aliens. | |
| • | Payments on tax-free covenant bonds under Section 1451. | |
| • | Payments made by certain foreign organizations. | |
| • | Mortgage or student loan interest paid to you. |
Certain payments, other than payments of interest, dividends,
and patronage dividends, that are exempt from information
reporting are also exempt from backup withholding. For details,
see Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and
6050N and the regulations thereunder.
Exempt payees should complete a Substitute
Form W-9
to avoid possible erroneous backup withholding. Furnish your
taxpayer identification number, write “exempt” on the
face of the form, sign and date the form and return it to the
payer.
Privacy Act Notice.
Section 6109 requires you to provide your correct
taxpayer identification number to payers who must report the
payments to the IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your return. The IRS
may provide this information to the Department of Justice for
civil and criminal litigation and to cities, states and the
District of Columbia to carry out their tax laws. The IRS may
also disclose this information to other countries under a tax
treaty, to federal and state agencies to enforce federal non-tax
criminal laws, or to federal law enforcement and intelligence
agencies to combat terrorism. Payers must be given the numbers
whether or not recipients are required to file tax returns.
Effective January 1, 2002, payers must generally withhold
the applicable withholding rate of taxable interest, dividend,
and certain other payments made to a payee who does not furnish
a taxpayer identification number to a payer. Certain penalties
may also apply.
Penalties
1. Failure to Furnish Taxpayer Identification
Number — If you fail to furnish your taxpayer
identification number to a payer, you are subject to a penalty
of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
2. Civil Penalty for False Information With Respect to
Withholding — If you make a false statement with
no reasonable basis that results in no backup withholding, you
are subject to a $500 penalty.
3. Criminal Penalty for Falsifying
Information — Willfully falsifying certifications
or affirmations may subject you to criminal penalties including
fines and/or
imprisonment.
4. Misuse of TINs — If the requester
discloses or uses TINs in violation of federal law, the
requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION
CONSULT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE.
CONSULT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE.
10
ELECTION
FORM AND LETTER OF TRANSMITTAL
|
THIS FORM MUST BE RECEIVED BY the exchange agent, American Stock Transfer & Trust Company no later than 5:00 p.m., EST, on May 21, 2007 in order to be valid |
Return this Election Form/Letter of Transmittal, or a facsimile, together with the certificates representing your shares or a Notice of Guaranteed Delivery, to the exchange agent as follows::
By Hand or Courier American Stock Transfer & Trust Company Operations Center Attn.: Reorganization Department ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ By Mail American Stock Transfer & Trust Company Attn.: Reorganization Department P.O. Box 2042 New York, NY 10272-2042 |
Do you need Assistance? Call the exchange agent, American Stock Transfer & Trust Company, at ▇-▇▇▇-▇▇▇-▇▇▇▇ (toll free) or ▇-▇▇▇-▇▇▇-▇▇▇▇ |
||||
If you have lost any of your stock
certificates, contact the exchange agent, American Stock
Transfer & Trust Company, before submitting this
Election Form and Letter of Transmittal.
| 1. | Account Information |
|
Name(s) and Address of
Registered Holder(s) |
|||||||
|
If there is any error in the name or address shown |
DESCRIPTION OF SHARES SURRENDERED |
||||||
| below, please make the necessary corrections. |
(Pls. fill in. Attach separate schedule if needed.) |
||||||
| Certificate No(s) | Number of Shares | ||||||
|
TOTAL SHARES |
|||||||
| 2. | Cash Election Options—Mark ONLY ONE box below. |
|
o
|
1. | Exchange ALL of my shares of CNB common stock for cash. | o | 2. | Exchange A PORTION of my shares of CNB common stock for cash. | If Box 2 is checked and you do not fill in a number, we will assume you want to exchange ALL of your shares for cash. | ||||||||
| (Complete only if Box 2 is marked) Number of shares of CNB common stock to be exchanged for cash: | If you complete and return this form but do not check a box, your election will not be valid and will be deemed a ‘‘non-election.” |
| 3. | Required Signatures — CNB stockholders making an election must sign below. |
Pursuant to the Agreement and Plan of Merger, dated as of
December 13, 2006 (as may be amended from time to time, the
“Merger Agreement”), by and between ▇▇▇▇▇ Spring
Bancorp, Inc., a Maryland corporation (“Bancorp”) and
CN Bancorp, Inc., a Maryland corporation (“CNB”), each
outstanding share of the common stock, par value $10.00 per
share, of CNB (the “CNB Common Stock”) will be
converted into the right to receive, without interest and
subject to the proration procedures described therein and in
this Letter of Transmittal and Election Form, either $25.00 in
cash or 0.6657 of a share of the common stock, par value
$1.00 per share, of Bancorp (such consideration, the
“Merger Consideration”), all upon the terms and
subject to the conditions provided in the Merger Agreement.
The undersigned, upon the terms and subject to the conditions
specified in this Election Form and Letter of Transmittal and in
the Merger Agreement, hereby (i) elects to receive cash for
the shares of CNB Common Stock specified in Section 2 above
(the “Cash Election Shares”) and (ii) delivers
(and, in the case of shares for which the undersigned is not the
record holder, instructs each of its nominee(s) and the transfer
agent for the CNB Common Stock to deliver) such Cash Election
Shares and any other shares represented by the certificate(s)
delivered herewith (collectively, the “Surrendered
Shares”) to the exchange agent, American Stock
Transfer & Trust Company, for surrender in exchange for
the Merger Consideration, in each case upon the terms and
subject to the conditions specified in this Election Form and
Letter of Transmittal and in the Merger Agreement.
The undersigned represents and warrants that the undersigned has
full power and authority to submit, sell, assign, transfer and
surrender the Surrendered Shares free and clear of all liens,
charges and encumbrances and not subject to any adverse claim.
The undersigned will, upon request, execute and deliver any
additional documents reasonably deemed appropriate or necessary
by Bancorp in connection with the delivery, surrender or
exchange of such Surrendered Shares
and/or any
related certificate(s).
The undersigned irrevocably constitutes and appoints the
exchange agent, American Stock Transfer & Trust
Company, as the true and lawful agent and
attorney-in-fact
of the undersigned with full power of substitution to surrender
the Surrendered Shares, together with any related certificate(s)
and any accompanying evidence of transfer and authenticity, in
exchange for the Merger Consideration as provided in the Merger
Agreement. Delivery of any enclosed certificate(s) shall be
effected, and the risk of loss to such certificate(s) shall
pass, only upon proper delivery thereof to the exchange agent.
All authority herein conferred shall survive the death or
incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding on the heirs, personal
representatives, successors and assigns of the undersigned.
|
X
|
||||
|
Signature of
Stockholder
|
Taxpayer Identification Number | Date | ||
|
X
|
||||
| Signature of Stockholder (If joint account) | Taxpayer Identification Number | Date | ||
|
Name and Title of Trustee,
Executor or Administrator, if applicable
|
||||
|
X
|
||||
|
Signature of Trustee,
Executor or Administrator, if applicable
|
Date | |||
| In case the exchange agent needs to contact you, please provide your daytime telephone number and email address (if you have one): |
MEDALLION SIGNATURE
GUARANTEE Required only if Special Payment Instructions are provided. |
|||
|
( )
|
||||
|
Area Code and Telephone
Number
|
||||
|
( ) Email Address |
The signature(s) should be guaranteed by an eligible financial institution of a member of a registered national securities exchange or the NASD pursuant to Securities and Exchange Commission Rule 17Ad-15 | |||
| 4. | Special Payment and Special Delivery |
SPECIAL PAYMENT INSTRUCTIONS*
(If applicable — see item 4 of Instructions)
(If applicable — see item 4 of Instructions)
To be completed ONLY if cash payments are to be mailed to a
recipient OTHER than the record holder(s). Stock must be
properly assigned and signatures guaranteed. For additional
payment instructions, please attach additional sheet.
Mail cash payments to (please print):
| Name: |
|
| Address: |
|
(Zip Code)
Taxpayer Identification or
Social Security Number of Recipient:
Social Security Number of Recipient:
*The Medallion Signature
Guarantee, above, must also be completed if you designate
Special Payment Instructions.
SPECIAL DELIVERY INSTRUCTIONS
(If applicable — see item 4 of Instructions)
(If applicable — see item 4 of Instructions)
To be completed ONLY if cash payments are to be made to the
record holder(s) but mailed to an address OTHER than the address
of record as indicated above. For additional mailing
instructions, please attach additional sheet.
Mail cash payments to (please print):
| Name: |
|
| Address: |
|
(Zip Code)
5. Substitute
Form W-9
|
PAYER’S NAME: ▇▇▇▇▇ SPRING BANCORP, INC. |
|||||||||
|
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service |
Part 1 —
TAXPAYER IDENTIFICATION NO. FOR ALL ACCOUNTS ENTER YOUR TAXPAYER
IDENTIFICATION NUMBER IN THE APPROPRIATE BOX. FOR MOST
INDIVIDUALS AND SOLE PROPRIETORS, THIS IS YOUR SOCIAL SECURITY
NUMBER. FOR OTHER ENTITIES, IT IS YOUR EMPLOYER IDENTIFICATION
NUMBER. IF YOU DO NOT HAVE A NUMBER, SEE “OBTAINING A
NUMBER” IN THE ENCLOSED GUIDELINES. Note: If the account is in more than one name, see the chart on the enclosed Guidelines to determine what number to enter. |
Social Security Number(s) OR Employer Identification Number(s) |
|||||||
|
Payer’s Request for Taxpayer
Identification Number (See item 5 of Instructions) Please fill in your name and address ▇▇▇▇▇.▇▇▇▇ |
Part 2 —
Certification — For Payees Exempt from Backup
Withholding (see enclosed Guidelines) — Under
penalties of perjury, I certify that: (1) The number shown on the form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); and (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien). |
Part 3 — Awaiting TIN | |||||||
|
Check appropriate
box:o Individual/Sole
proprietoro
Partnershipo
Corporationo
Other _
_
Address
(number and
street)
City,
State and Zip Code |
Certificate
Instructions —
You must cross out item 2 above if you have been notified
by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on
your tax return and you have not been notified by the IRS that
you are no longer subject to backup withholding. For real estate
transactions, item 2 does not apply. For mortgage interest
paid, acquisition or abandonment of secured property,
cancellation of debt, contributions to an individual retirement
arrangement, and generally, payments other than interest and
dividends, you are not required to sign the Certification, but
you must provide your correct TIN. (See the enclosed
Guidelines) SIGNATURE _ _ DATE _ _, 2007 |
||||||||
| NOTE: | FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW ITEM 5 OF THE ACCOMPANYING INSTRUCTIONS FOR ADDITIONAL INFORMATION AND THE ENCLOSED SUBSTITUTE FORM W-9 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER. |
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE
FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and either
(a) I have mailed or delivered an application to receive a
taxpayer identification number to the appropriate Internal
Revenue Service Center or Social Security Administration Office
or (b) I intend to mail or deliver an application in the
near future. I understand that if I do not provide a taxpayer
identification number to you within 60 days, you are
required to withhold the applicable withholding rate of all
reportable payments thereafter made to me until I provide a
number.
Signature _
_ Date _
_, 2007
NOTICE OF GUARANTEED
DELIVERY
of
Shares of Common
Stock of
Shares of Common
Stock of
CN BANCORP, INC.
Pursuant to the Election
Form/Letter of Transmittal
This Notice of Guaranteed Delivery, or one substantially
equivalent to this form, must be used by stockholders of CN
Bancorp, Inc. (“CNB”) to guarantee delivery of
shares of CNB common stock if certificates for shares of CNB
common stock are not immediately available and time will not
permit your stock certificates and other required documents to
be delivered to the Exchange Agent, American Stock
Transfer & Trust Company, on or before 5:00 P.M.,
Eastern time, on May 21, 2007 (the “Election
Deadline”).
This Notice of Guaranteed Delivery, properly completed and duly
executed, may be delivered by hand, overnight courier or mail,
or transmitted by facsimile transmission, to the Exchange Agent.
|
By Hand or
Courier:
|
By Mail: | |
|
American Stock Transfer &
Trust Company
|
American Stock Transfer & Trust Company | |
|
Attn: Operations Center
|
Attn: Reorganization Department | |
|
Reorganization Department
|
P.O. Box 2042 | |
|
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
|
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ | |
|
Brooklyn, NY 11219
|
By Facsimile Transmission:
(For Eligible Institutions Only)
(▇▇▇) ▇▇▇-▇▇▇▇
To Confirm Facsimile Only:
(▇▇▇) ▇▇▇-▇▇▇▇
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON AN ELECTION FORM/LETTER
OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE
INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED
IN THE SIGNATURE BOX ON THE ELECTION FORM/LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby surrenders to the Exchange Agent, upon
the terms and subject to the conditions set forth in the
Election Form/Letter of Transmittal and related instructions,
receipt of which is hereby acknowledged, the number of shares of
CNB common stock specified below pursuant to the guaranteed
delivery procedure set forth below.
Certificate Number(s) (if
available): _
_
Number of
shares: _
_
All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and every
obligation of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of
the undersigned.
PLEASE
SIGN AND COMPLETE
|
X
|
|
||
|
X _
_
Signature(s) of Owner(s) or Authorized Signatory |
_ _ Date |
||
Area Code and Telephone
Number:. _
_
Must be signed by the owners(s) of the shares of CNB common
stock as their name(s) appear(s) on certificates for shares of
CNB common stock, or by person(s) authorized to become
registered owner(s) by endorsement and documents transmitted
with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian,
attorney-in-fact,
officer or other person acting in a fiduciary or representative
capacity, such person must set forth his or her full title below
and, unless waived by the Exchange Agent, provide proper
evidence satisfactory to the Exchange Agent of such
person’s authority to so act.
Please print
name(s) and address(es)
| Name(s): |
|
| Capacity: |
|
| Address(es): |
|
GUARANTEED
DELIVERY PROCEDURE
In order for an election to receive shares of Bancorp common
stock or cash to be effective, the Exchange Agent must receive a
properly completed Election Form/Letter of Transmittal,
accompanied by stock certificates representing shares of CNB
common stock currently held by you (or a proper Notice of
Guaranteed Delivery, as described below), no later than the
Election Deadline. Persons whose share certificates are not
immediately available also may make an election to receive
shares of Bancorp common stock or cash by completing the
Election Form/Letter of Transmittal and submitting it to the
Exchange Agent by the Election Deadline, and by having this
Notice of Guaranteed Delivery properly completed and duly
executed by a member of a registered national securities
exchange or of the National Association of Securities Dealers,
Inc. or a commercial bank or trust company having an office or
correspondent in the United States (subject to the condition
that the stock certificates, the delivery of which is hereby
guaranteed, are in fact delivered to the Exchange Agent no later
than 5:00 p.m., Eastern time, on the third NASDAQ trading
day after the date of execution of the Notice of Guaranteed
Delivery (the “Guaranteed Delivery
Deadline”).
If the Exchange Agent does not receive a properly completed
Election Form/Letter of Transmittal accompanied by all stock
certificates by the Election Deadline (unless an Election
Form/Letter of Transmittal and a Notice of Guaranteed Delivery
have been properly completed and delivered by the Election
Deadline and the certificates are received by the Exchange Agent
by the Guaranteed Delivery Deadline), you will be deemed to have
made a non-election and you will not have the opportunity to
specify the type of merger consideration you wish to receive. If
you are deemed to have made a non-election, following the
completion of the merger, you will receive a separate letter of
transmittal and instructions as to how to surrender your shares
of CNB common stock in order to receive the merger consideration
non-electing stockholders are entitled to receive.
GUARANTEE
OF DELIVERY
(Not to
be used for signature guarantees)
The undersigned, a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing
of the Securities Transfer Agents Medallion Program or a bank,
broker, dealer, credit union, savings association or other
entity identified in
Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an
“eligible guarantor institution” (each of the
foregoing being referred to as an “Eligible
Institution”), hereby guarantees to deliver to
the Exchange Agent, at one of its addresses set forth above,
either the shares surrendered hereby, in proper form for
transfer, together with one or more properly completed and duly
executed Election Form/Letter of Transmittal (or facsimile
thereof) and any other required documents within three NASDAQ
trading days after the date of execution of this Notice of
Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Election
Form/Letter of Transmittal (or facsimile thereof) and the
certificates representing shares of CNB common stock surrendered
hereby to the Exchange Agent within the time period set forth
above and that failure to do so could result in a financial loss
to the undersigned.
|
|
|||
|
Name of Firm
|
Authorized Signature | ||
|
|
Name:
|
||
|
Address
|
(Please Print) | ||
|
|
Title:
|
||
|
(Include Zip Code)
|
|||
|
Area
Code and Phone Number:
|
Date:
|
||
NOTE: DO NOT SEND STOCK CERTIFICATES FOR
SHARES OF CNB COMMON STOCK WITH THIS FORM. STOCK
CERTIFICATES FOR SHARES OF CNB COMMON STOCK SHOULD BE SENT
ONLY WITH YOUR ELECTION FORM/LETTER OF TRANSMITTAL.