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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 (Date of earliest event reported): April 8, 1999
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CNB FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
000-23730 22-3203747
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(Commission File Number) (I.R.S. Employer Identification No.)
24 Church Street, Canajoharie, New York 13317
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 673-3243
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(NOT APPLICABLE)
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On April 9, 1999, CNB Financial Corp. ("CNBFC"), announced that its
national banking association subsidiary, Central National Bank, Canajoharie
("CNB"), had entered into a purchase and assumption agreement with Astoria
Federal Savings and Loan Association ("Astoria Federal"), a wholly owned
subsidiary of Astoria Financial Corporation ("AFC"), pursuant to which CNB has
agreed to acquire the five retail banking offices of Astoria Federal located in
the upstate New York counties of Otsego and Chenango. CNB will acquire
approximately $164 million in deposit liabilities, along with related loans,
real property, fixed assets, lease and other agreements.
Consummation of the transaction is subject to a number of conditions,
including receipt of required regulatory approvals. Subject to the satisfaction
of all conditions, it is anticipated that the transaction will be completed in
the third quarter of 1999.
The press release issued by CNBFC and AFC with respect to the
announcement of the transaction described herein is filed as Exhibit 99 hereto
and incorporated herein by reference.
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Item 7. Financial Statements and Exhibits
The following exhibits are filed herewith:
Exhibit No.
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99. Joint Press Release dated April 9, 1999.
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 hereunto duly authorized.
CNB FINANCIAL CORP.
By:__________________________
Date: April 16, 1999
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Report Dated: April 8, 1999 Commission File Number: 000-23730
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CNB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
EXHIBITS
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EXHIBIT INDEX
Exhibit No.
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99. Joint Press Release, dated April 9, 1999.
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Exhibit 99
PRESS RELEASE
Key Contacts: Astoria Financial Corp. Central National Bank
Peter J. Cunningham Donald L. Brass
First Vice President President
Investor Relations Chief Executive Officer
(516) 327-7877 (518) 673-3243
FOR IMMEDIATE RELEASE
ASTORIA FINANCIAL CORPORATION ANNOUNCES THE SALE OF
FIVE UPSTATE NEW YORK RETAIL BANKING OFFICES TO
CENTRAL NATIONAL BANK, CANAJOHARIE
Lake Success, New York, April 9, 1999 - Astoria Financial Corporation (Nasdaq:
ASFC) ("ASFC"), and CNB Financial Corp. (Nasdaq: CNBF) ("CNBF"), jointly
announced today that Astoria Federal Savings and Loan Association ("Astoria
Federal"), the wholly owned banking subsidiary of ASFC has entered into a
definitive agreement with Central National Bank, Canajoharie ("CNB"), the
banking subsidiary of CNBF, to sell its five retail banking offices located in
the upstate counties of Otsego and Chenango. Under the terms of the agreement,
CNB will acquire all of deposit liabilities (approximately $164 million) in
addition to the five banking offices.
George L. Engelke, Jr., Chairman, President & Chief Executive Officer
of ASFC and Astoria Federal commented, "The five banking offices in upstate New
York are outside our primary market area and represent only a minor segment of
our retail banking
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franchise. The divestiture of these offices will focus our retail banking
marketing efforts on the New York City metropolitan marketplace, where we
operate 84 banking offices on Long Island (Brooklyn, Queens, Nassau and Suffolk
Counties) and three in Westchester County, with deposits totaling $9.5 billion."
The transaction, which is subject to regulatory approval, is anticipated to
close in the 1999 third quarter.
Donald L. Brass, President & Chief Executive Officer of CNB stated,
"This acquisition represents a natural extension of our strategic growth in
Otsego and Chenango Counties. Our goal of becoming a $1 billion asset financial
service provider by the end of the year 2000 will be enhanced with these five
new office locations." The office being acquired in Cooperstown will provide a
second location for CNB in that community. The other offices being purchased are
in Oneonta (three offices) and Norwich (one office).
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Astoria Financial Corporation, the holding company for Astoria Federal
Savings and Loan Association with assets of $20.6 billion, is the second largest
thrift institution in New York and seventh largest in the United States. Astoria
Federal through its banking offices provides retail banking, mortgage and
consumer loan services to 700,000 customers. Astoria commands the second largest
deposit market share in the attractive Long Island market, which includes
Brooklyn, Queens, Nassau and Suffolk Counties with a population exceeding that
of 39 individual states. Astoria originates mortgage loans through an extensive
broker network and/or loan production offices in twelve eastern states: New
York, New Jersey, Connecticut, Pennsylvania, Ohio, Massachusetts, Delaware,
Maryland, Virginia, North Carolina, South Carolina and Georgia.
CNB Financial Corp., formed in January 1993 and headquartered in
Canajoharie, New York, is the holding company for Central National Bank and
Central Asset Management, Inc. Central National Bank, established in 1855, had
total assets of $709.5 million as of February 28, 1999. The Bank provides a full
range of personal and
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commercial banking as well as personal and business trust services. Central
Asset Management, Inc. was formed in 1996 to provide investment advisory
services. CNB operates 20 full-service branch offices and two financial service
centers throughout Herkimer, Montgomery, Schoharie, Fulton, Otsego, Saratoga and
Schenectady Counties.
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April 9, 1999
