UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 25, 1997
CNB FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Commission File Number 33-45522
New York 22-3203747
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24 Church Street, Canajoharie, N.Y. 13317
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(Address of principal executive offices--Zip code)
Registrant's telephone number, include area code (518) 673-3243
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FORM 8-K--CURRENT REPORT
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On August 25, 1997, the Board of Directors agreed to (i) engage KPMG, Peat
Marwick LLP as the independent accountants for CNB Financial Corp. and (ii)
dismiss Price Waterhouse LLP as its independent accountants.
During the two fiscal years ended December 31, 1996, and the subsequent interim
period through August 25, 1997, (i) there were no disagreements with Price
Waterhouse LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to the satisfaction of Price Waterhouse LLP would have caused them
to make reference in connection with its report to the subject matter of the
disagreement, and (ii) Price Waterhouse LLP has not advised the registrant of
any reportable events as defined in paragraph (A) through (D) of Regulation S-K
Item 304(a)(l)(v).
The accountants' report of Price Waterhouse LLP on the consolidated financial
statements of CNB Financial Corp. and subsidiaries as of and for the years ended
December 31, 1996. 1995 did not contain any adverse opinion or disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles. A letter from Price Waterhouse LLP is attached as
Exhibit 16.
KPMG Peat Marwick LLP was not previously engaged regarding the application of
accounting principles on a specific transaction or the type of audit opinion
that might be rendered on the CNB Financial Corp. financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. Exhibits:
Exhibit 16 Letter regarding change in certifying accountants.
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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 CORP.
Registrant
Date: September 11, 1997 By /s/ PETER J. CORSO
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Peter J. Corso
Executive Vice President and
Chief Financial Officer
Price Waterhouse LLP
September 10, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
CNB Financial Corp.
We have read Item 4 of CNB Financial Corp.'s Form 8-K dated September 11, 1997
and are in agreement with the statements made in the first 3 paragraphs of that
letter.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
