-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RF8xLgFbHpRBGO9xyY7GCWFtjGt0hiCK5pUoAO9u3lOiR/rcb4K93L6b/axI9p/D OEFiGJJaDTP7CC/lIDXiww== 0000950132-99-000497.txt : 19990513 0000950132-99-000497.hdr.sgml : 19990513 ACCESSION NUMBER: 0000950132-99-000497 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990504 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNB FINANCIAL CORP/PA CENTRAL INDEX KEY: 0000736772 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251450605 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-13396 FILM NUMBER: 99617807 BUSINESS ADDRESS: STREET 1: 1 SOUTH SECOND STREET STREET 2: P.O. BOX 42 CITY: CLEARFIELD STATE: PA ZIP: 16830 BUSINESS PHONE: 8147659621 MAIL ADDRESS: STREET 1: 1 SOUTH SECOND STREET STREET 2: P.O. BOX 42 CITY: CLEARFIELD STATE: PA ZIP: 16830 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 8 - K PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 10, 1999 (May 4, 1999) CNB FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission file number 2-88511 Pennsylvania 25-1450605 ------------ ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) County National Bank 1 South Second Street P.O. Box 42 Clearfield, Pennsylvania 16830 (Address of principal executive offices) Registrant's telephone number, including area code, (814) 765-9621 Item 5. Other Events On May 4, 1999, CNB Financial Corporation's wholly-owned subsidiary County National Bank agreed to purchase four PNC Bank branch offices in north-western Pennsylvania. The agreement includes the acquisition of the related deposits, consumer loans, and certain commercial loans for the offices located in Bradford and Kane in McKean County, and Ridgway and Johnsonburg in Elk County. County National Bank will acquire approximately $113 million in deposits, $27 million in consumer and small business loans, along with related fixed assets, leases, and other agreements. The consideration to be paid by County National Bank will be $9.6 million for the deposits and the right to acquire, at book value, the loan portfolio and related assets of the offices. The transaction is subject to regulatory approval and is expected to be completed by September 30, 1999. Item 7. Financial Statements and Exhibits (a) Financial Statements: None. (b) Exhibits: 1 Press Release Announcing: County National Bank to Acquire Four Offices of PNC Bank. SIGNATURES Pursuant to the requirements 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. CNB Financial Corporation (Registrant) May 10, 1999 /s/ Joseph B. Bower, Jr. ------------------------ Joseph B. Bower, Jr. Treasurer CNB Financial Corporation Exhibits to Form 8-K For the Current Report Dated May 10, 1999 Exhibit Index Exhibit Method of Number Description Filing - ------- ----------- --------- 1 Press Release Announcing Filed County National Bank to Herewith Acquire Four Offices of PNC Bank EX-99 2 NEWS RELEASE EXIHIBIT 99 NEWS RELEASE Date: May 5, 1999 CONTACTS: Media: Investors: - ----------------------------- ------------------- County National Bank William F. Falger William A. Franson (814)765-9621 (814)765-9621 PNC Bank Bruce Whitehair William H. Callihan (814)871-9586 (412)762-8257 bruce.whitehair@pncbank.com invrela@pncmail.com - ----------------------------- ------------------- FOR IMMEDIATE RELEASE COUNTY NATIONAL BANK TO ACQUIRE FOUR PNC BANK BRANCHES IN NORTHWEST PENNSYLVANIA Erie, PA, May 5, 1999 - CNB Financial Corporation (NASDAQ: CCNE) and PNC Bank Corp. (NYSE: PNC) today announced that their banking subsidiaries have reached a definitive agreement for County National Bank to purchase four PNC Bank, N.A. branches in Northwest Pennsylvania from PNC Bank. The agreement includes the acquisition of PNC Bank branch offices, related deposits and consumer loans and small business relationships at the following branches: Bradford, Kane (McKean County), Ridgway and Johnsonburg (Elk County). County National Bank will acquire approximately $113 million in deposits, approximately $27 million in consumer and business banking loans, along with related fixed assets, leases and safe deposit business. PNC Bank will retain its large corporate, brokerage, trust, merchant services and mortgage customers. Terms of the agreement were not fully disclosed. The transaction, subject to regulatory approval, is expected to be completed by the end of September 1999. "This transaction is significant to County National Bank and this holding company" said James P. Moore, President and CEO of the CNB Financial Corporation. "It will provide us with additional banking offices in three new communities and enable us to significantly expand our presence in the Bradford area." Under terms of the agreement, approximately 20 employees of these PNC Bank branches will be offered employment at County National Bank. "The acquisition of these offices will complement our existing offices in Elk and McKean counties," stated William F. Falger, President and Chief Executive Officer of County National Bank. "PNC Bank customers will receive a high level of customer service and a broad array of financial products at competitive rates and terms." "This transaction is part of PNC Bank's ongoing efforts to optimize our branch network," said Joseph C. Guyaux, chief executive officer for the Regional Community Bank of PNC Bank. "The decision to sell these branches was made after a thorough analysis that determined we had an insufficient market share in these localities to produce an appropriate return for our shareholders." PNC Bank Corp., headquartered in Pittsburgh, is one of the largest diversified financial services organizations in the United States. Its major businesses include Regional Community Banking, Corporate Banking, Private Banking, Mortgage Banking, Secured Finance, Asset Management and Mutual Funds Servicing. CNB Financial Corporation, with assets of more than $450 million, is a single bank holding company and is the parent of County National Bank which operates 16 banking offices throughout Clearfield, Centre, Elk, Jefferson and McKean counties. The Bank employs approximately 208 people and also provides extensive services through its Trust and Asset Management division. County National Bank's website is http://www.bankcnb.com. -----END PRIVACY-ENHANCED MESSAGE-----