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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) March 5, 1999
(February 23, 1999)
CNB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number 2-88511
Pennsylvania 25-1450605
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(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
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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 Letter of Intent dated February 23, 1999, which provides for the
creation of a definitive agreement for the merger of Spangler with and into CNB.
The merger is subject to the creation of a suitable definitive agreement,
approval of the shareholders of Spangler, and various regulatory approvals.
Pursuant to the Letter of Intent, (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.
As the Letter of Intent only provides for the creation of a definitive
agreement, many of the details are not yet available. However, termination
provisions have been 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 $30.00 or more than $38.00, Spangler or CNB shall have the right to
terminate the proposed merger.
The joint press release of CNB and Spangler announcing the merger 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.
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Joseph B. Bower, Jr.
March 5, 1999 Treasurer
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CNB Financial Corporation
Exhibits to Form 8-K
For the Current Report Dated March 5, 1999
Exhibit Index
Exhibit Method of
Number Description Filing
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99.1 Press Release Announcing Filed
County National Bank to Acquire Herewith
The First National Bank of Spangler
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Exhibit 99.1
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.
