CARNEGIE FINANCIAL CORP /PA/
8-K, 1999-02-08
PERSONAL CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported)
                                February 4, 1999





                         Carnegie Financial Corporation
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)




       Pennsylvania                   0-24579                  25-1806857  
- ----------------------------      --------------          ----------------------
(State or other jurisdiction      (SEC File No.)             (IRS Employer
of incorporation)                                         Identification Number)




17 West Mall Plaza, Carnegie, Pennsylvania                  15106-2404
- ------------------------------------------                  ----------
(Address of principal executive offices)                    (Zip Code)




Registrant's telephone number, including area code:  (412) 276-1266
                                                     --------------



                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last Report)






<PAGE>





                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------



Item 5.  Other Events
- ---------------------

         Reference  is made to the press  release  dated  February 4, 1999,  and
February 5, 1999,  which are attached hereto as Exhibit 99 and Exhibit 99.1, and
incorporated herein by this reference.

Item 7.  Financial Statements, Pro Forma Financial Information
           and Exhibits                                                    
- --------------------------------------------------------------

Exhibit 99 Press Releases dated February 4, 1999.
- ----------

Exhibit 99.1 Press Release dated February 5, 1999.
- ------------


                                        2

<PAGE>



                                   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.


                                            Carnegie Financial Corporation


Date: February 8, 1999                       By:   /s/Shirley C. Chiesa     
      ----------------                             -----------------------------
                                                   Shirley C. Chiesa
                                                   President
                                                   (Chief Executive Officer)










                                   EXHIBIT 99


<PAGE>





                                                     Contact: Ms. Shirley Chiesa
                                                              President
                                                              (412) 276-1266

                              For Immediate Release
                                February 4, 1999


                         CARNEGIE FINANCIAL CORPORATION
                          Benefit Plan Stock Purchases

         Carnegie,  Pennsylvania  --  February  4, 1999 -- Ms.  Shirley  Chiesa,
President of Carnegie Financial Corporation (the "Company"), the holding company
of Carnegie  Savings Bank ("Bank"),  announced today that it intends to purchase
up to 9,522 shares of the Company's common stock.

         The stock  purchases  shall be utilized  to fund the Bank's  restricted
stock  plan  previously  approved  by  stockholders.  Such stock  purchases  are
expected to be made in open-market transactions,  subject to the availability of
stock,  market  conditions,  the  trading  price of the stock and the  Company's
financial performance. The Company anticipates purchasing such shares during the
next six months.

The  Company's  stock is traded in the  over-the-counter  bulletin  board symbol
"CAFN" .









                                  EXHIBIT 99.1


<PAGE>



                                                 Contact: Ms. Shirley Chiesa
                                                          President
                                                          (412) 276-1266

                              For Immediate Release
                                February 5, 1999


                         CARNEGIE FINANCIAL CORPORATION
                     Authorization of Stock Purchase Program

         Carnegie,  Pennsylvania  --  February  5, 1999 -- Ms.  Shirley  Chiesa,
President of Carnegie Financial Corporation (the "Company"), the holding company
of  Carnegie  Savings  Bank  ("Bank"),  announced  today that it has  regulatory
approval  to purchase up to five  percent of its issued and  outstanding  common
stock, or 11,903 shares, of the Company's common stock.

         The stock purchases shall be used for general corporate purposes.  Such
stock purchases are expected to be made in open-market transactions,  subject to
the availability of stock, market conditions, the trading price of the stock and
the Company's financial  performance.  The Company  anticipates  purchasing such
shares  during  the next six  months.  The  Company's  stock  is  traded  in the
over-the-counter bulletin board symbol "CAFN" .





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