UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 5, 1998
CNB FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Commission File Number 33-45522
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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 1--None
Item 2--None
Item 3--None
Item 4--None
Item 5--See attached press release regarding stock repurchase program
Item 6--None
Item 7--None
Item 8--None
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ITEM 5 -- Press Release
[CNB FINANCIAL CORP LOGO] 24 Church Street
Canajoharie, New York 13317
(518) 673-3243
FOR IMMEDIATE RELEASE FOR MORE INFORMATION
CONTACT: PETER J. CORSO
(518) 673-3243
CNB Financial Corp. Announces 2-for-1 Stock Split and
Continuation of Stock Repurchase Program
Canajoharie, NY, February 27, 1998--CNB Financial Corp. (NASDAQ:CNBF) announced
today that the Board of Directors declared a 2-for-1 stock split contingent upon
shareholder approval of an amendment to the Certificate of Incorporation of the
Company to change the par value of the stock. Shareholders will also be asked to
approve an increase in the number of authorized shares. Approval for these
amendments will be sought at the Annual Meeting of Shareholders to be held on
May 21, 1998.
The company also announced its intention to extend its repurchase agreement and
to purchase up to 332,061 of its outstanding shares in the open market during
the period March 16, 1998 to March 15, 1999. The shares will be purchased at
prevailing market prices from time to time during the repurchase period,
depending upon conditions that exist in the market.
Donald L. Brass, president of the company, indicated that the Board of Directors
approved the repurchase program because they view the company's stock as an
attractive long term investment. "Historically," Brass added, "similar programs
bring about positive benefits to both shareholders and the organization."
The repurchased shares will be held in Treasury, but may be reissued in the
future in connection with the company's dividend reinvestment plan, to satisfy
the issuing of stock options, or other corporate purposes such as acquisitions.
CNB Financial Corp. is a bank holding company whose common shares are listed on
the national market system of NASDAQ under the symbol "CNBF". Its principal
office is in Canajoharie, New York. The company operates two subsidiaries:
Central National Bank, Canajoharie which provides a full range of personal and
commercial banking as well as personal and business trust services, and Central
Asset Management, Inc. which provides investment advisory services.
February 27, 1998
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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: March 5, 1998 By: /s/ PETER J. CORSO
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Peter J. Corso
Executive Vice President and
Chief Financial Officer
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