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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): August 27, 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 2. Acquisition or Disposition of Assets.
On August 27, 1999, Central National Bank, Canajoharie, ("CNB"), a
national banking association headquartered in Canajoharie, New York, and the
principal banking subsidiary of CNB Financial Corp. ("Registrant"), completed
its acquisition of five bank branches and related deposits from Astoria Federal
Savings and Loan Association ("Astoria Federal"), a wholly-owned subsidiary of
Astoria Financial Corporation. The five branches (the "Branches") are located in
central New York State, in the communities of Oneonta (3), Cooperstown and
Norwich.
The transaction was effected pursuant to a Purchase and Assumption
Agreement, dated as of April 8, 1999, and amended as of June 24, 1999 (the
"Agreement"). Under the terms of the Agreement, CNB purchased from Astoria
Federal approximately $2.9 million in Branch-related assets, including the
personal property of the Branches and Astoria Federal's real property interests
in the Branches (four owned and one leased). Also in the transaction, CNB
acquired from Astoria Federal approximately $168 thousand of deposit-related
loans. CNB assumed from Astoria Federal at closing all customer deposit
liabilities maintained at the Branches, totaling approximately $155.7 million,
and certain other liabilities relating to the Branches. CNB paid to Astoria
Federal a premium of 12.1% on the deposits transferred. In consideration for its
assumption of the deposits and other liabilities, CNB received the assets set
forth above and a total net cash payment equal to approximately $133.9 million.
The amount of consideration paid by CNB in the transaction was
determined by arms-length negotiation between the parties and was based upon,
among other factors, the market value of the real property and the book value of
other assets being transferred and the liabilities assumed.
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The following table provides information on the deposit liabilities assumed:
Weighted
Average
Balance Rate
Demand Deposits $ 2,525 ----%
NOW and Money Market Accounts 24,530 2.30
Savings 25,155 2.89
Time Deposits of $100,000 or More 8,865 5.23
Other Time Deposits 94,643 5.23
Total Deposit Liabilities Assumed $155,718 4.30%
Copies of the Purchase and Assumption Agreement, dated as of April 8,
1999, and the Amendment thereto, dated as of June 24, 1999, are included with
the Current Report on Form 8-K filed by Registrant on June 25, 1999.
Item 7. Financial Statements and Exhibits
Attached hereto as Exhibit 99.1 and incorporated herein by reference is
an unaudited pro forma consolidated balance sheet of Registrant giving effect to
the acquisition of assets and assumption of liabilities by Registrant's
subsidiary, CNB, as though the transaction had occurred on June 30, 1999. The
unaudited pro forma consolidated balance sheet also gives effect to the
previously reported August 4, 1999 issuance of $18 million in Registrant's
guaranteed preferred beneficial interests in Registrant's junior subordinated
debentures. The proceeds of the issuance were primarily used to contribute
additional capital to CNB to maintain CNB's well-capitalized classification for
regulatory purposes.
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Exhibit No.
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2.1 Purchase and Assumption Agreement dated as of April 8, 1999
between Central National Bank and Astoria Federal Savings and
Loan Association, relating to the Astoria branches,
incorporated by reference from Exhibit 2.1 of the Current
Report of Form 8-K filed by Registrant on June 25, 1999.
2.2 Amendment to Purchase and Assumption Agreement dated as of
June 24, 1999 between Central National Bank and Astoria
Federal Savings and Loan Association, relating to the Astoria
branches, incorporated by reference from Exhibit 2.2 of the
Current Report of Form 8-K filed by Registrant on June 25,
1999.
99.1 Unaudited Pro Forma Consolidated Balance Sheet. Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CNB FINANCIAL CORP.
By: /s/ Peter J. Corso
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Date: September 10, 1999 Peter J. Corso
Chief Financial Officer
(Duly Authorized Representative)
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EXHIBIT INDEX
Exhibit No.
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2.1 Purchase and Assumption Agreement dated as of April 8, 1999
between Central National Bank and Astoria Federal Savings and
Loan Association, relating to the Astoria branches,
incorporated by reference from Exhibit 2.1 of the Current
Report on Form 8-K filed by Registrant on June 25, 1999.
2.2 Amendment to Purchase and Assumption Agreement dated as of
June 24, 1999 between Central National Bank and Astoria
Federal Savings and Loan Association, relating to the Astoria
branches, incorporated by reference from Exhibit 2.2 of the
Current Report on Form 8-K filed by Registrant on June 25,
1999.
99.1 Unaudited Pro Forma Consolidated Balance Sheet.
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Exhibit 99.1
<TABLE>
<CAPTION>
Assets Pro Forma
CNB Capital Acquired & CNB
Financial Securities Liabilities Deposit Financial
Corporation Issuance Assumed Premium Corporation
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(1) (2) (3)
<S> <C> <C> <C> <C> <C>
Cash and due from banks $ 19,266 $ - $ 651 $ - $ 19,917
Federal funds sold - 17,150 100,093 (18,938) 98,305
Securities available for sale, at fair value 310,751 310,751
Net loans receivable 395,322 168 395,490
Accrued interest receivable 5,508 5,508
Premises and equipment, net 9,602 2,900 12,502
Other real estate owned and repossessed assets 1,272 1,272
Goodwill - 18,938 18,938
Other assets 3,666 850 4,516
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Total assets $ 745,387 $ 18,000 $ 103,812 $ - $ 867,199
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Liabilities and Stockholder's Equity
Liabilities:
Deposits $ 607,766 $ - $ 155,718 763,484
Fed funds purch & sec sold under
agreements to repurchase 63,393 (52,700) 10,693
Demand notes issued to U.S. Treasury 511 511
Long-term debt 6,286 6,286
Other liabilities 8,930 794 9,724
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Total liabilities 686,886 - 103,812 - 790,698
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Guaranteed preferred beneficial interests
in Registrant's junior subordinated debentures - 18,000 18,000
Stockholder's Equity:
Common stock 9,761 - 9,761
Additional paid-in capital 6,197 6,197
Retained earnings 46,668 46,668
Accumulated other comprehensive (loss) (110) (110)
Treasury stock (4,015) (4,015)
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Total stockholders' equity 58,501 - - - 58,501
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Total liabilities and stockholders' equity $ 745,387 $ 18,000 $ 103,812 $ - $ 867,199
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</TABLE>
Notes to Unuadited Pro Forma Consolidated Balance Sheet
(1) Represents issuance of $18 million in Registrant's guaranteed preferred
beneficial interests in Registrant's junior subordinated debentures, which
were issued August 4, 1999. The offering costs of approximately $850
thousand will be included in other assets and amortized over the thirty
year term of the issue. The net proceeds of the issue is shown as Federal
funds sold in the unaudited pro forma balance sheet.
(2) Represents the assets acquired and liabilities assumed in the acquisition.
The net cash received in the settlement of the transaction is shown as a
payment on Federal funds purchased outstanding at June 30, 1999 of $52,700.
The remaining proceeds of $100,093 is shown as Federal funds sold in the
unaudited pro froma balance sheet.
(3) Represents the tax deductible deposit premium of 12.1% of deposit
liabilities assumed, including accrued interest payable, calculated on the
amount of deposits, including accrued interest payable, outstanding on
August 27, 1999. The deposit premium will be amortized over a fifteen year
period on a straight-line basis.
