-----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, H5KVsN6iSKdUgQNFVTrYhFSZ4YR5240JQ/3y+AF8yq2szKvhKau5smQuYmN/sfuH aK0nrMePBsLnT2DE3LV/tQ== 0000950132-99-000659.txt : 19990715 0000950132-99-000659.hdr.sgml : 19990715 ACCESSION NUMBER: 0000950132-99-000659 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990714 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: S-4/A SEC ACT: SEC FILE NUMBER: 333-81543 FILM NUMBER: 99664345 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 S-4/A 1 AMENDMENT NO. 1 TO THE S-4 Registration No. 333-81543 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CNB FINANCIAL CORPORATION ------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 6022 25-1450605 - ------------------------------- ---------------------------- ------------------ (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 1 South Second Street, Clearfield, PA 16830 (814) 765-9621 - ------------------------------------------------------------------------------- (Address, including ZIP Code, and telephone number, including area code, of registrant's principal executive offices) James P. Moore, 1 South Second Street, Clearfield, PA 16830 (814) 765-9621 - ------------------------------------------------------------------------------ (Name, address, including ZIP Code, and telephone number, including area code, of agent for service) _______________________________ Copies to: Michael M. Lyons, Esq. Michael L. Hund, Esq. Klett Lieber Rooney & Schorling, Reed Smith Shaw & McClay, LLP A Professional Corporation 213 Market Street 40/th/ Floor, One Oxford Centre Harrisburg, Pennsylvania 17108 Pittsburgh, Pennsylvania 15219 _______________________________ Approximate date of commencement of proposed sale of the securities to the public: as soon as practicable after the effective date of this Registration Statement and the effective time of the merger described in the Prospectus/Proxy Statement forming a part of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 21. Exhibits and Financial Statement Schedules. The following exhibits are filed as part of this registration statement: 2A Agreement and Plan of Merger between registrant and County National Bank and The First National Bank of Spangler dated as of April 27, 1999, included in the registration statement as Appendix A to the Prospectus/Proxy Statement and incorporated herein by reference. The schedules and exhibits thereto include such information as summaries of insurance policies, certain agreements, lists of employees and benefit plans of Spangler, and charter and bylaws of the parties. Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request. 3A Articles of Incorporation of registrant, as amended to date, filed as Exhibit 3(i) to Form 10-K for the year ended December 31, 1998 and incorporated herein by reference. 3B Bylaws of registrant, as amended to date, filed as Exhibit 3(ii) to Form 10-K for the year ended December 31, 1998 and incorporated herein by reference. 5A Opinion and consent of Klett Lieber Rooney & Schorling, a Professional Corporation, filed herewith. 8A Opinion and consent of Reed Smith Shaw & McClay LLP, filed herewith. 10A Non-Qualified Deferred Compensation Plan for Outside Directors of the registrant, filed as Exhibit 10(iii)A to Form 10-K for the year ended December 31, 1998 and incorporated herein by reference.* 21A Subsidiaries of the Registrant, filed as Exhibit 21 to Form 10-K for the year ended December 31, 1998 and incorporated herein by reference. 23A Consent of Independent Auditors of registrant.** 23B Consent of Independent Auditors of The First National Bank of Spangler.** 23C Consent of Klett Lieber Rooney & Schorling, a Professional Corporation (included in Exhibit 5A). 23D Consent of Reed Smith Shaw & McClay LLP (included in Exhibit 8A). 23E Consent of Danielson Associates Inc.** 24A Power of Attorney (included on page II-4 of the initial Registration Statement). _________________________ *Compensatory plan. **Filed with the initial Registration Statement. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Clearfield, Commonwealth of Pennsylvania, on July 12, 1999. CNB FINANCIAL CORPORATION (Registrant) By: /s/ James P. Moore -------------------------------- James P. Moore, President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- William R. Owens* Chairman of the Board July 12, 1999 - ----------------------------------- William R. Owens /s/ James P. Moore Director, President and July 12, 1999 - ----------------------------------- Chief Executive Officer James P. Moore William F. Falger* Director, Executive Vice July 12, 1999 - ----------------------------------- President, Principal William F. Falger Financial Officer and Principal Accounting Officer Robert E. Brown* Director July 12, 1999 - ----------------------------------- Robert E. Brown Richard D. Gathagan* Director July 12, 1999 - ----------------------------------- Richard D. Gathagan James J. Leitzinger* Director July 12, 1999 - ----------------------------------- James J. Leitzinger Edward B. Reighard* Director July 12, 1999 - ----------------------------------- Edward B. Reighard Peter F. Smith* Director July 12, 1999 - ----------------------------------- Peter F. Smith Joseph L. Waroquier, Sr.* Director July 12, 1999 - ----------------------------------- Joseph L. Waroquier, Sr. *By: /s/ James P. Moore ------------------------------ James P. Moore Attorney-in-Fact II-2 EXHIBIT INDEX No. Document --- -------- 2A Agreement and Plan of Merger between registrant and County National Bank and The First National Bank of Spangler dated as of April 27, 1999, included in the registration statement as Appendix A to the Prospectus/Proxy Statement.* 3A Articles of Incorporation of registrant, as amended to date.* 3B Bylaws of registrant, as amended to date.* 5A Opinion and consent of Klett Lieber Rooney & Schorling, a Professional Corporation. 8A Opinion and consent of Reed Smith Shaw & McClay LLP. 10A Non-Qualified Deferred Compensation Plan for Outside Directors of the registrant.* 21A Subsidiaries of the Registrant.* 23A Consent of Independent Auditors of registrant.** 23B Consent of Independent Auditors of The First National Bank of Spangler.** 23C Consent of Klett Lieber Rooney & Schorling, a Professional Corporation (included in Exhibit 5A). 23D Consent of Reed Smith Shaw & McClay LLP (included in Exhibit 8A). 23E Consent of Danielson Associates Inc.** 24A Power of Attorney (included on page II-4 of the initial Registration Statement). -------------------------- *Incorporated by reference. **Filed with the initial Registration Statement. EX-5.A 2 OPINION OF KLETT LIEBER ROONEY & SCHORLING Exhibit 5A July 12, 1999 CNB Financial Corporation 1 South Second Street Clearfield, Pennsylvania 16830 Re: Registration Statement on Form S-4 Registration No. 333-81543 237,500 Shares of Common Stock --------------------------------- Ladies and Gentlemen: We have acted as your counsel in connection with the registration with the Securities and Exchange Commission (the "Commission") of 237,500 shares of your Common Stock, $1.00 par value per share (the "Shares"), that may be issued by you pursuant to the Agreement and Plan of Merger dated as of April 27, 1999 between you and County National Bank and The First National Bank of Spangler (the "Merger Agreement"). In that connection, we have examined originals or copies certified or otherwise identified to our satisfaction of the Merger Agreement and such other documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion. Based on the foregoing, we are of the opinion that the Shares, when issued in accordance with the provisions of the Merger Agreement, will have been validly issued and will be fully paid and nonassessable. In rendering this opinion we have of course assumed that the certificates evidencing the Shares will be properly executed and authenticated. We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement on Form S-4 for registration of the Shares under the Securities Act of 1933, as amended, and to the reference to us under "LEGAL MATTERS" in the Prospectus/Proxy Statement included in the Registration Statement. Very truly yours, /s/ Klett Lieber Rooney & Schorling KLETT LIEBER ROONEY & SCHORLING, a Professional Corporation EX-8.A 3 OPINION OF REED SMITH SHAW & MCCLAY Exhibit 8A [Letterhead of Reed Smith Shaw & McClay LLP] Reed Smith Shaw & McClay LLP 2500 One Liberty Place 1650 Market Street Philadelphia, Pennsylvania 19103-7301 Phone: 215-851-8100 Fax: 215-851-1420 July 12, 1999 The First National Bank of Spangler 1808 Bigler Avenue Spangler, Pennsylvania 15775 Re: Merger of The First National Bank of Spangler With and Into County National Bank ---------------------------------- Dear Sirs: You have requested our opinion as to certain federal income tax consequences resulting from the merger (the "Merger") of The First National Bank of Spangler, a national banking association ("Company"), and County National Bank, a national banking association ("County"), pursuant to the Agreement and Plan of Merger, dated as of April 27, 1999 (the "Merger Agreement"), by and among CNB Financial Corporation, a Pennsylvania corporation ("Acquiror"), Company and County. Under the terms of the Merger Agreement, Company will merge with and into County, a wholly-owned subsidiary of Acquiror. Capitalized terms not defined in this opinion letter have the meanings given them in the Merger Agreement. In rendering this opinion, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following: (i) the Merger Agreement; (ii) the representations made to this firm by Company in the Company Officer's Certification dated July 12, 1999 (the "Company Officer's Certificate"); (iii) the representations made to this firm by Acquiror and County in Acquiror and County Officer's Certificate dated July 12, 1999 (the "Acquiror Officer's Certificate"); and (iv) such other documents and information as we deemed to be necessary or appropriate in order to render the opinions set forth herein. In our review, we have assumed the accuracy of all information set forth in such documents, the genuineness of all signatures on the documents which we have reviewed and the conformity with the originals (and the authenticity of such originals) of all documents submitted to us as copies. The First National Bank of Spangler July 12, 1999 Page -2- Pursuant to the Merger Agreement, Company will be merged with and into County and County shall be the surviving corporation of the Merger. In the Merger, shares of the Company's common stock (the "Spangler Common Stock") held by each Shareholder will be converted into 95 shares of Acquiror common stock ("Acquiror Common Stock"). A holder of Spangler Common Stock who would otherwise receive fractional shares, will instead receive cash in lieu of fractional shares as set forth in the Merger Agreement. A holder of Spangler Common Stock who dissents from the Merger Agreement or who shall have voted against the Merger and shall have complied with the applicable provisions of the National Bank Act shall, subject to the provisions of the Merger Agreement, be entitled to receive the value of his Spangler Common Stock upon a timely written request made to Acquiror. Persons entitled to receive cash pursuant to the preceding sentence shall not exceed 10 percent of the number of shares of Spangler Common Stock outstanding immediately prior to the Merger. We have made the following assumptions in rendering the opinions set forth below: (i) the Merger will be consummated in the manner described in the Merger Agreement; (ii) the representations made in the Company Officer's Certificate are true and correct as of the date thereof and as of the Effective Time; and (iii) the representations made in the Acquiror Officer's Certificate are true and correct as of the date thereof and as of the Effective Time. Based upon and subject to the foregoing, we are of the opinion that: 1. For federal income tax purposes, the Merger of Company into County will constitute a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"). Code Section 368(a)(1)(A) and Section 368(a)(2)(D). Each of Acquiror, Company, and County will be a "party to a reorganization" within the meaning of Code Section 368(b). 2. No gain or loss will be recognized by Acquiror, Company, or County by reason of the Merger. Code Section 361 and Code Section 1032. 3. No gain or loss will be recognized by a holder of Spangler Common Stock attributable to consideration provided in the Merger by Acquiror or County in excess of the amount of cash received by such holder as a result of the Merger. Code Sections 354(a)(1). 4. The basis of a holder of Spangler Common Stock in the shares of Acquiror Common Stock which he will receive in the Merger will be (i) the same as his basis in the shares of Spangler Common Stock surrendered in exchange therefor, (ii) increased by the amount of gain recognized by him as a result of the Merger, (iii) reduced by the basis of any fractional shares which will be exchanged for cash, and (iv) reduced by the amount of cash received. Code Section 358(a)(1). 5. The holding period of the shares of Acquiror Common Stock to be received in the Merger by each Shareholder of Company will include the holding period of the Spangler Common Stock surrendered by him, provided that the shares of Spangler Common Stock were held as capital assets on the date of the Merger. Code Section 1233(1). The First National Bank of Spangler July 12, 1999 Page -3- Our opinion is limited to the foregoing federal income tax consequences of the Merger. Further, our opinion is based on the Code, Treasury Regulations, case law, and Internal Revenue Service announcements and rulings as of the date of this opinion. All such authorities are subject to change, which change may be retroactive and may affect the conclusions rendered in this opinion. This opinion is given to you by us solely for your use and, except as set forth in the following sentence, is not to be quoted or otherwise referred to or furnished to any governmental agency (other than to the Internal Revenue Service in connection with an examination of the transaction contemplated by the Merger Agreement) or to other persons without our prior written consent. We consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement on Form S-4 filed by CNB Financial Corporation, Registration No. 333-81543. Very truly yours, /s/ Reed Smith Shaw & McClay LLP REED SMITH SHAW & McCLAY LLP WLK/CDD:fgy -----END PRIVACY-ENHANCED MESSAGE-----