PENN LAUREL FINANCIAL CORP
8-K, 1999-10-13
STATE COMMERCIAL BANKS
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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 - September 27, 1999

                           Penn Laurel Financial Corp.
             (Exact name of registrant as specified in its charter)



       Pennsylvania                 333-75585                 25-1525451
- ---------------------------      ----------------       ----------------------
(State or other jurisdiction     (Commission File           (IRS Employer
    of incorporation)                 Number)           Identification Number)



          434 State Street                                       16833
          Curwensville, PA                                 -----------------
- ---------------------------------------                        (Zip Code)
(Address of principal executive offices)





Registrant's telephone number including area code:          (814) 236-2552
                                                        ----------------------



                                       N/A
       -------------------------------------------------------------------
          (Former name or former address, if changed since last report)







<PAGE>


Item 1.  Changes in Control of Registrant.
         ---------------------------------

         Not Applicable.

Item 2.  Acquisition or Disposition of Assets.
         -------------------------------------

         Not Applicable.

Item 3.  Bankruptcy or Receivership.
         ---------------------------

         Not Applicable.

Item 4.  Changes in Registrant's Certifying Accountant.
         ----------------------------------------------

         Not Applicable.

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

         On September 27, 1999, Registrant, announced that although the
         shareholders of Penn Laurel Financial Corp. approved the
         proposed merger of CSB Bank with and into the Clearfield Bank
         & Trust Company, the Clearfield shareholders did not approve
         the transaction. Penn Laurel is exercising its Warrant to
         acquire 40,791 shares of Clearfield Bank & Trust Company
         Common Stock.

         We include a copy of the Press Release regarding the proposed
         transaction and subsequent Warrant exercise as Exhibit 99 to
         this Current Report on Form 8-K.


Item 6.  Resignations of Registrant's Directors.
         ---------------------------------------

         Not Applicable.

Item 7.  Financial Statements and Exhibits.
         ----------------------------------

         (a)  Not Applicable.

         (b)  Not Applicable.

         (c)  Exhibits:

              99     Press Release of Registrant, dated September 27, 1999.




Item 8.  Change in Fiscal Year.


                                       2
<PAGE>

              Not Applicable.

Item 9.  Sales of Equity Securities Pursuant to Regulation S
         ---------------------------------------------------
         Not Applicable.










     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has



                                       3
<PAGE>

duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

                                        PENN LAUREL FINANCIAL CORP.
                                        (Registrant)


Dated: October 8, 1999                  /s/ Wesley M. Weymers
                                        --------------------------
                                            Wesley M. Weymers
                                            Vice President









                                       4
<PAGE>


                                  EXHIBIT INDEX
                                  -------------


                                                                   Page Number
                                                                   in Manually
Exhibit                                                            Signed

99   Press Release of Registrant, dated September 27, 1999.           7



                                       5




                                   EXHIBIT 99

                                  PRESS RELEASE






                                       6
<PAGE>






                                  PRESS RELEASE


                           PENN LAUREL FINANCIAL CORP.
                            RE: PROPOSED MERGER WITH
                         CLEARFIELD BANK & TRUST COMPANY

                           Curwensville, Pennsylvania
                               September 27, 1999


Contact Person:  Larry W. Brubaker (814)236-2550


     Larry W. Brubaker, President and Chief Executive Officer of Penn Laurel
Financial Corp., and Chairman and Chief Executive Officer of CSB Bank, today
announced that although the shareholders of Penn Laurel approved the proposed
merger of CSB Bank with and into Clearfield Bank & Trust Company, the Clearfield
shareholders did not approve the transaction. Penn Laurel has notified
Clearfield that it is exercising its Warrant to acquire 40,791 shares of
Clearfield Bank & Trust Company Common Stock. The Clearfield common stock will
not be issued until Penn Laurel has received all required governmental or
regulatory approvals.

     Penn Laurel Financial Corp. is a $132 million bank holding company
headquartered in Curwensville, Clearfield County, Pennsylvania. CSB Bank, its
sole subsidiary, has its main office in Curwensville and four branch offices,
also in Clearfield County, along with its St. Marys branch office in Elk County.

     Although disappointed that the merger with Clearfield will not take place,
Penn Laurel and CSB Bank will continue and enhance the quality banking services
and products that we provide to our customers in the communities that we serve
and to strategically plan for the company's future.





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