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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) May 10, 1999 (May 4, 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 5. Other Events
On May 4, 1999, CNB Financial Corporation's wholly-owned subsidiary County
National Bank agreed to purchase four PNC Bank branch offices in north-western
Pennsylvania. The agreement includes the acquisition of the related deposits,
consumer loans, and certain commercial loans for the offices located in Bradford
and Kane in McKean County, and Ridgway and Johnsonburg in Elk County. County
National Bank will acquire approximately $113 million in deposits, $27 million
in consumer and small business loans, along with related fixed assets, leases,
and other agreements. The consideration to be paid by County National Bank will
be $9.6 million for the deposits and the right to acquire, at book value, the
loan portfolio and related assets of the offices. The transaction is subject to
regulatory approval and is expected to be completed by September 30, 1999.
Item 7. Financial Statements and Exhibits
(a) Financial Statements: None.
(b) Exhibits:
1 Press Release Announcing: County National Bank to Acquire Four
Offices of PNC Bank.
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)
May 10, 1999 /s/ Joseph B. Bower, Jr.
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Joseph B. Bower, Jr.
Treasurer
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CNB Financial Corporation
Exhibits to Form 8-K
For the Current Report Dated May 10, 1999
Exhibit Index
Exhibit Method of
Number Description Filing
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1 Press Release Announcing Filed
County National Bank to Herewith
Acquire Four Offices of PNC Bank
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EXIHIBIT 99
NEWS RELEASE
Date: May 5, 1999
CONTACTS:
Media: Investors:
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County National Bank
William F. Falger William A. Franson
(814)765-9621 (814)765-9621
PNC Bank
Bruce Whitehair William H. Callihan
(814)871-9586 (412)762-8257
[email protected] [email protected]
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FOR IMMEDIATE RELEASE
COUNTY NATIONAL BANK TO ACQUIRE FOUR PNC BANK BRANCHES IN NORTHWEST PENNSYLVANIA
Erie, PA, May 5, 1999 - CNB Financial Corporation (NASDAQ: CCNE) and PNC Bank
Corp. (NYSE: PNC) today announced that their banking subsidiaries have reached a
definitive agreement for County National Bank to purchase four PNC Bank, N.A.
branches in Northwest Pennsylvania from PNC Bank. The agreement includes the
acquisition of PNC Bank branch offices, related deposits and consumer loans and
small business relationships at the following branches: Bradford, Kane (McKean
County), Ridgway and Johnsonburg (Elk County).
County National Bank will acquire approximately $113 million in
deposits, approximately $27 million in consumer and business banking loans,
along with related fixed assets, leases and safe deposit business. PNC Bank
will retain its large corporate, brokerage, trust, merchant services and
mortgage customers.
Terms of the agreement were not fully disclosed. The transaction,
subject to regulatory approval, is expected to be completed by the end of
September 1999.
"This transaction is significant to County National Bank and this
holding company" said James P. Moore, President and CEO of the CNB Financial
Corporation. "It will provide us with
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additional banking offices in three new communities and enable us to
significantly expand our presence in the Bradford area."
Under terms of the agreement, approximately 20 employees of these PNC
Bank branches will be offered employment at County National Bank.
"The acquisition of these offices will complement our existing offices
in Elk and McKean counties," stated William F. Falger, President and Chief
Executive Officer of County National Bank. "PNC Bank customers will receive a
high level of customer service and a broad array of financial products at
competitive rates and terms."
"This transaction is part of PNC Bank's ongoing efforts to optimize
our branch network," said Joseph C. Guyaux, chief executive officer for the
Regional Community Bank of PNC Bank. "The decision to sell these branches was
made after a thorough analysis that determined we had an insufficient market
share in these localities to produce an appropriate return for our
shareholders."
PNC Bank Corp., headquartered in Pittsburgh, is one of the largest
diversified financial services organizations in the United States. Its major
businesses include Regional Community Banking, Corporate Banking, Private
Banking, Mortgage Banking, Secured Finance, Asset Management and Mutual Funds
Servicing.
CNB Financial Corporation, with assets of more than $450 million, is a
single bank holding company and is the parent of County National Bank which
operates 16 banking offices throughout Clearfield, Centre, Elk, Jefferson and
McKean counties. The Bank employs approximately 208 people and also provides
extensive services through its Trust and Asset Management division.
County National Bank's website is http://www.bankcnb.com.
