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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-45522
CNB FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
New York 22-3203747
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(State incorporation) (IRS Employer
Identification Number)
24 Church Street, Canajoharie, New York 13317
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(Address of principal executive office including Zip Code)
Registrant's Telephone Number including Area Code: (518) 673-3243
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.25
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K. [X]
As of March 15, 1999, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $128,458,324.
As of March 15, 1999, 7,556,372 shares of registrant's common stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part of 10-K into
Documents which incorporated
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Portions of the Annual Report to Shareholders
for the year ended December 31, 1998 I, II
Portions of Proxy Statement for Annual Meeting
of Shareholders held on May 20, 1999 III
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<PAGE>
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, Item 14 of Part IV of the undersigned Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998 (the "1998 Form 10-K") is hereby
amended and restated to read in its entirety as follows:
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) The following consolidated financial statements of CNB Financial Corp.
and subsidiaries are incorporated herein by reference to the indicated pages in
the Corporation's 1998 Annual Report to Shareholders.
CONSOLIDATED FINANCIAL STATEMENTS PAGE IN ANNUAL REPORT
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Independent Auditors' Report 23
Consolidated Balance Sheets as of December 31,
1998 and 1997 24
Consolidated Statements of Income for the years
ended December 31, 1998, 1997 and 1996 25
Consolidated Statements of Changes in Stockholders'
Equity for the years ended December 31, 1998, 1997 and 1996 26
Consolidated Statements of Cash Flows for the years
ended December 31, 1998, 1997 and 1996 27
Notes to Consolidated Financial Statements 29
(2) Financial statement schedules are omitted because the required information
is either not applicable or is set forth elsewhere in the consolidated financial
statements.
2
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(3) List of Exhibits
Exhibit Number Referred
to in Item 601 of Description of
Regulation S-K Exhibit
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3(i) Certificate of Incorporation of Registrant,
previously filed with the Commission on March 4,
1992 as Exhibit B to the Corporation's
Registration Statement on Form S-4 (No. 33-45522),
and incorporated herein by reference.
3(ii) Bylaws of Registrant, previously filed with the
Commission on March 4, 1992 as Exhibit C to the
Corporation's Registration Statement on Form S-4
(No. 33-45522), and incorporated herein by
reference.
10.1 Automatic Dividend Reinvestment and Stock Purchase
Plan of the Registrant, incorporated herein by
reference from Registrant's 1933 Act Registration
Statement on Form S-3 (file number 33-63176, filed
May 21, 1993).
10.2 "Senior Executive Severance Agreements" (signed as
of March 31, 1998) for Messrs. Brass and Corso as
material agreements (filed as Exhibit 10.2 to the
1998 Form 10-K).
11 Statements regarding computation of per share
earnings (incorporated herein by reference to note
14 of the consolidated financial statements filed
with the 1998 Form 10-K).
13 1998 Annual Report to Shareholders (filed as
Exhibit 13 to the 1998 Form 10-K).
16 Letter re: Change in Certifying Accountant
(incorporated herein by reference to Exhibit 16 on
the previously filed Form 8-K dated August 25,
1997).
21 Subsidiaries of the Registrant (filed as Exhibit
21 to the 1998 Form 10-K).
23A Consent of KPMG Peat Marwick LLP (filed as Exhibit
23A to the 1998 Form 10-K).
23B Consent of Price Waterhouse LLP (filed as Exhibit
23B to the 1998 Form 10-K).
27 Financial Data Schedule (submitted with electronic
filing only as Exhibit 27 to the 1998 Form 10-K).
99 Report of PricewaterhouseCoopers LLP for the year
ended December 31, 1996 (filed herewith).
(b) During the three-month period ended December 31, 1998, the Registrant filed
no current report on Form 8-K.
(c) See 14(a)(3) above.
(d) See 14(a)(2) above.
3
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
CNB FINANCIAL CORP.
(Registrant)
By: /s/ DONALD L. BRASS
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Donald L. Brass, President
Dated: November 9, 1999
4
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EXHIBIT INDEX
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Exhibit Number Referred
to in Item 601 of Description of
Regulation S-K Exhibit
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3(i) Certificate of Incorporation of Registrant,
previously filed with the Commission on March 4,
1992 as Exhibit B to the Corporation's
Registration Statement on Form S-4 (No. 33-45522),
and incorporated herein by reference.
3(ii) Bylaws of Registrant, previously filed with the
Commission on March 4, 1992 as Exhibit C to the
Corporation's Registration Statement on Form S-4
(No. 33-45522), and incorporated herein by
reference.
10.1 Automatic Dividend Reinvestment and Stock Purchase
Plan of the Registrant, incorporated herein by
reference from Registrant's 1933 Act Registration
Statement on Form S-3 (file number 33-63176, filed
May 21, 1993).
10.2 "Senior Executive Severance Agreements" (signed as
of March 31, 1998) for Messrs. Brass and Corso as
material agreements (filed as Exhibit 10.2 to the
1998 Form 10-K).
11 Statements regarding computation of per share
earnings (incorporated herein by reference to note
14 of the consolidated financial statements).
13 1998 Annual Report to Shareholders (filed as
Exhibit 13 to the 1998 Form 10-K).
16 Letter re: Change in Certifying Accountant
(incorporated herein by reference to Exhibit 16 on
the previously filed Form 8-K dated August 25,
1997).
21 Subsidiaries of the Registrant (filed as Exhibit
21 to the 1998 Form 10-K).
23A Consent of KPMG Peat Marwick LLP (filed as Exhibit
23A to the 1998 Form 10-K).
23B Consent of Price Waterhouse LLP (filed as Exhibit
23B to the 1998 Form 10-K).
27 Financial Data Schedule (submitted with electronic
filing only as Exhibit 27 to the 1998 Form 10-K).
99 Report of PricewaterhouseCoopers LLP for the year
ended December 31, 1996 (filed herewith).
5
Exhibit 99
To the Board of Directors
and Shareholders of
CNB Financial Corp.
In our opinion, the consolidated statements of income, of cash flows and of
changes in stockholders' equity for the year ended December 31, 1996 (appearing
in the CNB Financial Corp. 1998 Annual Report to Shareholders which has been
incorporated by reference in this Form 10-K/A Annual Report) present fairly, in
all material respects, the results of operations and cash flows of CNB Financial
Corp. and its subsidiaries for the year ended December 31, 1996, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audit. We conducted our
audit of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above. We have not
audited the consolidated financial statements CNB Financial Corp. for any period
subsequent to December 31, 1996.
PricewaterhouseCoopers LLP
Syracuse, New York
January 30, 1997.
