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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KSB
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report June 4, 1996
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PNB FINANCIAL GROUP
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(Exact name of registrant as specified in its charter)
California 2-78580 95-3847640
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
4665 MacArthur Court
Newport Beach, Ca. 92660
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(Address of principal executive offices)
Registrant's telephone number, including area code (714) 851-1033
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGE OF CONTROL OF REGISTRANT
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(a) On February 21, 1995, PNB Financial Group (the "Company") filed form
8-KSB in response to a change of control application filed with the Federal
Reserve. This transaction was for the sale of certain shares of the Company's
common stock and the granting of certain options to purchase additional shares
of the Company's common stock to six individuals (collectively, the "Investors")
in six separate sales transactions. On October 17, 1995, the Company received
notice that the Federal Reserve System did not intend to disapprove the
transaction and, thereby approving the change of control application.
As part of the original option agreement, Mr. Giles and an affiliate
corporation, Sparkling Waters, Ltd. ("Optionors") agreed to not vote any shares
subject to option unless expressly authorized to do so by Martin T. Hart, or
under certain circumstances, David F. Stein. On May 28, 1996, the voting
arrangement for the option shares was amended. In the amendment, the Optionors
have delivered to each investor, an irrevocable proxy to vote each investor's
respective option shares during the term of the option agreement. In addition,
the May 28, 1996 amendment provides that the option term shall expire on
December 31, 1997.
(b) Other than as set forth above, and in the Company's Form 8-KSB filed
on February 21, 1995, the Company knows of no arrangement which may, at a future
date, result in a change in control.
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereon as duly authorized.
DATED: 06/04/96 PNB FINANCIAL GROUP,
a California corporation
By: /s/ DOUG L. HELLER
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Doug L. Heller
Chief Financial Officer
