UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CNB Financial Corp.
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(Name of Issuer)
common stock, no par value $5.00 per share
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(Title of Class of Securities)
125921106
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(CUSIP Number)
Paul C. Remus, Esq. (603) 669-1000
Devine, Millimet & Branch, P.A.
111 Amherst St., P.O. Box 719, Manchester, NH 03105
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 26, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement. [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 125921106 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NEW YORK CENTRAL MUTUAL FIRE INSURANCE COMPANY
IRS ID# 15-0398170
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 264,376
OWNED BY
SHARED VOTING 8 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 264,376
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,376
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
1C
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
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The class of equity securities to which this Schedule 13D relates is
the common stock (the "Common Stock") of CNB Financial Corp., a New York
corporation (the "Issuer"). The principal executive offices of the Issuer
are located at 24 Church Street, Canajoharie, New York 13317.
Item 2. Identity and Background.
- ---------------------------------
(a) This Statement is being filed by New York Central Mutual
Fire Insurance Company (the "Company").
(b) The principal business address of the Company is 1899
Central Plaza East, Edmeston, New York 13335.
(c) The Company is a mutual insurance company.
(d) During the last five years, the Company has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in (i) a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or (ii) a finding
of a violation with respect to such laws.
(f) The Company is organized under the laws of the State of
New York.
Item 3. Source and Amounts of Funds or Other Consideration.
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All shares of the Common Stock beneficially owned by the Company
were acquired with its working capital.
Item 4. Purpose of Transaction.
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As of the date of this Statement, all shares of the Common Stock
beneficially owned by the Company have been acquired for investment
purposes. In light of the Company's ownership of stock in the Issuer and
the fact that the Company's Chairman and Chief Executive Officer is a
member of the Issuer's Board of Directors, the Company has determined to
file this Statement on Schedule 13D in order to provide more complete and
timely disclosure of its investment in the Issuer. However, the filing of
this Statement on Schedule 13D is not to be construed as an admission by
the Company that it is not qualified to file a Statement on Schedule 13G
regarding its investment in shares of the Common Stock.
The Company intends to review regularly its investment in the Common
Stock. Depending upon its analysis of the business and prospects of the
Issuer and such other factors as the business and prospects of banks in
general, overall economic, business, financial and securities market
conditions and other business opportunities available to the Company, it
may determine to increase its investment in shares of the Common Stock
through open-market purchases or through privately negotiated
transactions. To the extent that such additional purchases would result
in the Company's holding in excess of 10% of all outstanding shares of the
Common Stock, it would be required to make appropriate filings with the
Comptroller of the Currency pursuant to the Change in Bank Control Act of
1978, as amended, or with the Board of Governors of the Federal Reserve
System pursuant to the Bank Holding Company Act of 1956, as amended, prior
to the making of such purchase. The Company may also determine to dispose
of all or a part of its shares of the Common Stock.
Other than as set forth above and elsewhere in this Statement, the
Company has no current plans or proposals which relate to or would result
in:
(a) The acquisition by any person of additional securities
of the Issuer or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or
management of the Issuer including any plans of proposals to change the
number or term of directors or to fill any existing vacancies on the
Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, By-laws or instruments
corresponding thereto or other actions which may impede the acquisition or
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) The Company is the beneficial owner of 264,376 shares of
the Common Stock, representing 9.9% of all outstanding shares of the
Common Stock (based upon 2,668,574.7385 outstanding shares of the Common
Stock). Although such individuals are not reporting persons for the
purposes of this Schedule 13D and the Company expressly disclaims any
beneficial interest in shares of the Common Stock held by such
individuals, Douglas Theodore Robinson, the Chairman and Chief Executive
Officer of the Company, owns 272 shares of the Common Stock and Albert
Pylinski, Jr., Senior Vice President and Treasurer of the Company, owns 50
shares of the Common Stock.
(b) The Company possesses sole power to vote and dispose of
all shares of the Common Stock which it beneficially owns and does not
share such power with any other persons.
(c) The Company has effected the following open market or
privately negotiated purchases of shares of the Common Stock during the
past sixty (60) days prior to the date of this Amendment No.2:
<TABLE>
<CAPTION>
Price
Transaction Date Shares Per Share
- ----------- ---- ------ ---------
<S> <C> <C> <C>
Purchase 6/26/96 96,000 $28.00
</TABLE>
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from
the sale of, shares of the Common Stock owned by the Company.
(e) The Company is the beneficial owner of more than five
percent (5%) of the shares of the Common Stock currently issued and
outstanding.
Item 6. Contracts, Amendments, Understandings or Relationships with
Respect to Securities of the Issuer.
- ---------------------------------------------------------------------
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among or between the Company and any
other person or persons with respect to the Common Stock or other
securities of the Issuer. Notwithstanding the foregoing, as noted in Item
4 of this Statement, the Chairman and Chief Executive Officer of the
Company, Douglas Theodore Robinson, currently serves as a director of the
Issuer.
Item 7. Material to be Filed as Exhibits.
- ------------------------------------------
Not applicable.
I certify that to the best of my knowledge and belief the
information set forth in this statement is true, complete and correct.
/s/ ALBERT PYLINSKI, JR.
-----------------------------------
Albert Pylinski, Jr.
Sr. Vice Presdient, CFO & Treasurer
New York Central Mutual Fire
Insurance Company
Dated: July 1, 1996
