CNB FINANCIAL CORP /NY/
8-K, 2000-02-29
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       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


                                February 29, 2000






                               CNB FINANCIAL CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)




                         Commission File Number 33-45522
                                                --------



          New York                                               22-3203747
- -------------------------------                              ------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)



                    24 Church Street, Canajoharie N.Y. 13317
               ---------------------------------------------------
               (Address of principal executive offices - Zip code)



         Registrant's telephone number, include area code       (518) 673-3243


<PAGE>




                            FORM 8K - 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

<PAGE>
                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                          CNB FINANCIAL CORP.
                                               Registrant



     Date:  February 29, 2000              By: /s/ PETER J. CORSO
                                              ---------------------------------
                                                   Peter J. Corso
                                                   Executive Vice President and
                                                   Chief Financial Officer




                                                           24 Church Street
[LOGO] CNB FINANCIAL CORP.                           Canajoharie, New York 13317
                                                            (518)673-3243







FOR IMMEDIATE RELEASE                              FOR MORE INFORMATION
                                                   CONTACT:  PETER J. CORSO
                                                   (518) 673-3243



                  CNB FINANCIAL CORP. ANNOUNCES RECORD DIVIDEND
                  ---------------------------------------------
                  AND CONTINUATION OF STOCK REPURCHASE PROGRAM
                  --------------------------------------------

Canajoharie, NY (February 18, 2000) - CNB Financial Corp. (NASDAQ:CNBF)
announced a 12.5% increase in its first quarter dividend. Directors of Central
National Bank's parent company declared a $0.09 per share dividend, payable on
March 10, 2000 to shareholders of record as of February 29, 2000.

The Company also announced its intention to extend its repurchase agreement and
to purchase up to 754,087 of its outstanding shares in the open market during
the period March 16, 2000 to March 15, 2001. Donald L. Brass, President of CNB
Financial Corp., stated that, "the repurchase agreement was extended as
Management and the Board continue to view the company's stock as an attractive
long term investment."

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. 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 products as well as personal and business trust services; and
Central Asset Management, Inc., which provides investment advisory services.

                                      -###-

February 18, 2000





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