Cumberland Mountain Bancshares, Inc.
Ticker:CMBN 1431 Cumberland Avenue
Exchange:Over-the-Counter Market Middlesboro, KY 40961
Industry:Financial (SIC Code 6035) (606) 248-4584

Offering Information
Type of Shares:Common Shares Filing Date:12/23/96
U.S. Shares:440,000 Offer Date:3/31/97
Non-U.S. Shares:0 Filing Price:$10.00
Primary Shares:440,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$1.24
Offering Amount: $4,400,000 Selling:
Expenses:$75,000 Reallowance:
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Trident Securities, Inc.Lead Manager (919) 781-8900

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Housley Goldberg & Kantarian
Auditor: Marr, Miller & Myers

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 9/30/96 9/30/96
Revenue:$5.51$1.64Assets:$83.80
Net Income:$0.15-$0.22Curr Assets:
EPS:$0.29-$0.44Liabilities:$79.41
Prior EPS:$0.57Curr Liabilities:
Cash Flow/Oper:Equity:$4.38
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a Tennessee corporation organized in December, 1996 by the Bank for the purpose of holding all of the capital stock of the Bank and in order to facilitate the Conversion and Reorganization. Upon completion of the Conversion and Reorganization, the only significant assets of the company will be all of the outstanding Bank Common Stock, the note evidencing the company's loan to the ESOP and the portion of the net proceeds from the Offerings retained by the company. The business of the company will initially consist of holding the stock of the Bank. The company has no present plans to engage in any other activity but may in the future engage in any activity permitted under applicable Tennessee and federal law. Middlesboro Federal Bank, Federal Savings Bank is a community-oriented financial institution which has served Middlesboro, Kentucky and its surrounding communities in the Commonwealth of Kentucky and the State of Tennessee.

Competition
The company experiences substantial competition both in attracting and retaining savings deposits and in the making of mortgage and other loans. There are approximately 10 commercial banks, three thrigt institutions and one credit union in Middlesboro Federals's market area. Although certain of the company's competitors are subsidiaries of state-wide and interstate bank holding companies, the company's primary competitiors in the Middlesboro market are locally owned and operated banks and thrifts. Because mortgage loans originated in the company's primary market are are not generally saleable in the secondary market, mortgage brokers and other non-portfolio lenders have not been significant competitors in the company's immediate market area. In competing for lending opportunities in Knox and Union Counties, the company encounters competition from larger institutions operating throughout the State of Tennessee. The primary factors in competing for loans are interest rates, loan fees and other terms, convenience and the range of services offered by various financial institutions. Management seeks to compete with other institutions in its primary makret area by offering competitive interest rates, loan fees and a wide variety of deposit products, and by emphasizing personal customer service and cultivating relationships with local businesses. In competing for residential mortgage loans, the company particularly emphasizes its quick turn-around on applications which are processed within ten business days. The company offers a high level of personal service to all of its loan customers with loan officers who are ready to meet with customers at times and places that are convenient to the customer.

Use of Proceeds
The proceeds from the proposed offering will be contributed to the Bank.

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