-----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, B3+L4SCq5eEm5lkhEpsYoOAhG0B+rGD5nuj4cgdgCR4mr02H6r2FsV9jZyK5xf/r fVdi/KJkirS7sccE4XN1XA== 0000950132-99-000498.txt : 19990513 0000950132-99-000498.hdr.sgml : 19990513 ACCESSION NUMBER: 0000950132-99-000498 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990427 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: 99617814 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 (April 27, 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 1-4 Not Applicable Item 5. Other Events CNB Financial Corporation, a Pennsylvania corporation ("CNB"), and The First National Bank of Spangler, a Pennsylvania corporation ("Spangler"), have executed a definitive merger agreement dated April 27, 1999 for the merger of Spangler with and into CNB. The merger is subject to the approval of the shareholders of Spangler, as well as various regulatory approvals. Pursuant to the agreement, (i) each issued and outstanding share of common stock of Spangler would be exchanged for 95 shares of the common stock of CNB, and (ii) each issued and outstanding share of CNB common stock would remain outstanding. The definitive merger agreement allows for termination provisions to be established as follows: In the event that the measurement price, the average of the bid and asked prices for the twenty (20) trading days ended on the date that is ten (10) trading days prior to the Closing Date, is less than $28.00 or more than $39.00, Spangler or CNB shall have the right to terminate the proposed merger. No new press release of CNB and Spangler announcing the merger will be made for this agreement. A notice of the initial announcement that was published on February 23, 1999 is attached hereto as Exhibit 1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (a) Financial Statements: None. (b) Exhibits: 1. Press Release Announcing: CNB Financial Corporation to Acquire The First National Bank of Spangler 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) /s/ Joseph B. Bower, Jr. ------------------------ Joseph B. Bower, Jr. May 10, 1999 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 Acquire Herewith The First National Bank of Spangler EX-99 2 NEWS RELEASE EXHIBIT 99 NEWS RELEASE Date: February 23, 1999 Contact: William A. Franson Executive Vice President, COO County National Bank (814)765-9621 or Dale E. Hill President First National Bank of Spangler (814)948-6410 FOR IMMEDIATE RELEASE CNB Financial Corp. To Acquire First National Bank of Spangler The CNB Financial Corporation, headquartered in Clearfield, PA, announces its pending acquisition of the First National Bank of Spangler, headquartered in Spangler, PA. James P. Moore, President of CNB Financial Corporation, in making the announcement, stated that the shareholders of Spangler will receive 237,500 shares of common stock of CNB Financial Corporation for the sale of their bank which will be merged into CNB Financial Corporation's subsidiary, County National Bank. The CNB Financial Corporation has executed a Letter of Intent with the management of the First National Bank of Spangler. Through this merger, County National Bank will acquire $32 million in assets which represents $5 million in capital, $27 million in deposits, and $22 million in consumer and small business loans along with related fixed assets, leases, and other agreements. The transaction will be subject to the execution of a definitive merger agreement, Spangler shareholder approval and the usual conditions including regulatory approval. CNB stock trades on the NASDAQ National Market through the trading symbol CCNE. This merger will give County National Bank seventeen banking offices in a six county market area, being Clearfield, Center, Cambria, Elk, McKean, and Jefferson counties. The acquisition will take CNB's total assets to over $500 million and bring its total equity capital to $50 million, making it the largest independently owned and NASDAQ traded bank holding company headquartered in this area. -----END PRIVACY-ENHANCED MESSAGE-----