UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
F O R M 1 0 - Q
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
- ---
Act of 1934
For the quarterly period ended March 31, 1995
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or
_____ Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ______________ to ________________
Commission file number 0-13396
CNB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 25-01450605
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Market and Second Streets, Clearfield, Pennsylvania 16830
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(Address of principal executive offices)
814-765-9621
------------
(Registrant's telephone number, including area code)
_________________________________________________________________________
(Former name, former address and
former fiscal year, if changed since last report)
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 12 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 _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 5, 1995
- ----------------------------- --------------------------
Common stock, par value 1,722,834
$4.00 per share
CNB FINANCIAL CORPORATION
FORM 10-Q
INDEX Page
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Part I. Financial Information
Item 1 Financial Statements (Unaudited)
Consolidated Balance Sheets - March 31, 1995 3
and December 31, 1994
Consolidated Statement of Income - Three Months 4
Ended March 31, 1995 and 1994
Consolidated Statement of Cash Flows 5
for Three Months Ended March 31, 1995 and 1994
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
Part II. Other Information
Item 6 Exhibits and Reports on Form 8K 12
Signatures 12
CNB Financial Corporation March 31, 1995
Consolidated Statements of Income (Unaudited)
(Dollars in thousands, except per share THREE MONTHS ENDED
data)
MARCH
INTEREST INCOME 1995 1994
-------- -----------
Loans including Fees.................... $3,953 $3,445 14.75%
Deposits with Other Banks............... 1 54 -98.89%
Federal Funds Sold...................... 3 19 -84.21%
Other Short Term Investments............ ------ ----- 0.00%
Investment Securities:
Taxable Securities: Available for
Sale................................
Tax-Exempt Securities: Available for 532 433
Sale................................
Taxable Securities: Being Held to 59 ------- 0.00%
Maturity............................
Tax-Exempt Securities: Being Held to 220 299 -26.42%
Maturity............................
Interest on restructured loans.......... 269 325 -17.23%
Interest on other assets................ ------ ------ 0.00%
TOTAL INTEREST INCOME................ ------ ------ 0.00%
---------------------------- -----
$5,037 $4,575 10.09%
INTEREST EXPENSE
Deposits................................ $1,905 $1,685 13.03%
Borrowed Funds.......................... 81 34 138.24%
-- -- -------
TOTAL INTEREST EXPENSE............... 1,985 1,719 15.47%
Net Interest Income.................. $3,053 $2,856 6.88%
Provision for possible loan losses...... 125 131 -4.58%
--- --- ------
NET INTEREST INCOME AFTER PROVISION.. $2,927 $2,725 7.39%
NON-INTEREST INCOME
Fiduciary Commissions and Fees.......... $130 $118 10.17%
Service charges on deposit accounts..... 119 60 98.33%
Other service charges and fees.......... 60 54 11.11%
Securities gains (losses)............... 1 ------ 0.00%
Gains (losses) on Sale of Assets........ ------ ------ 0.00%
Other income............................ 101 119 -15.13%
--- --- -------
TOTAL NON-INTEREST INCOME............ $412 $351 17.38%
NON-INTEREST EXPENSE
Salaries................................ $855 $809 5.69%
Employee benefits....................... 285 315 -9.52%
Net occupancy expense................... 310 257 20.62%
Other Operating Expense................. 689 655 5.19%
TOTAL NON-INTEREST EXPENSE........... 2,140 2,036 5.11%
Income Before Federal Income Taxes...... $1,199 $1,040 15.24%
Applicable Taxes........................ 334 253 32.02%
Effect of Change in Accounting ------ ------ 0.00%
Principles.............................
======================================
NET INCOME........................... $864 $787 9.72%
======================================
Per Share Data
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Primary
Income Before Effect of Cumulative $0.50 $0.47 6.38%
Change in Accounting Method
Cumulative change in accounting ------ $0.00 0.00%
method for recognition of FASB 106
------------ ----- -----
Net Income $0.50 $0.46 8.70%
Cash dividends paid $0.29 $0.27 7.41%
Average Primary Common Shares 1,722,834 1,722,834
Outstanding
Adjusted for December 14, 1993 2:1
Stock Split
CNB Financial Corporation March 31, 1995
Consolidated Balance Sheets (Unaudited)
(Dollars in thousands, except percent data)
March 31 Dec.31 March 31 12 month
ASSETS 1995 1994 1994 change
--------- --------- --------- --------
Cash and Due from Banks...................................... $7,492 $9,390 $7,875 -4.86%
Deposits with Other Banks.................................... 18 18 3,007 -99.40%
Federal Funds Sold........................................... 2,550 325 3,250 -21.54%
Investment Securities Available for sale 42,056 37,361 36,336 15.74%
Investment Securities Held to Maturity, fair value of $29,806
at March 31, 1995, $33,888 at December 31, 1994 and
$41,653 at March 31, 1994.................................... 29,625 33,953 40,813 -27.41%
Loans 185,418 184,785 173,138 7.09%
Less: Unearned Discount.................................... 3,337 2,996 2,723 22.53%
Allowance for Loan Losses.................................. 2,136 2,033 1,852 15.33%
-------- -------- --------
NET LOANS................................................... 179,945 179,756 168,563 6.75%
Premises and Equipment....................................... 5,694 5,143 4,275 33.19%
Accrued Interest and Other Assets............................ 4,226 3,752 4,269 -1.01%
-------- -------- --------
TOTAL ASSETS................................................ $271,606 $269,698 $268,388 1.20%
LIABILITIES
Deposits:
Non-interest bearing deposits............................... $24,878 $28,046 $24,803 0.30%
Interest bearing deposits................................... 207,175 202,595 204,794 1.16%
-------- -------- --------
TOTAL DEPOSITS.............................................. 232,053 230,641 229,597 1.07%
Other Borrowings............................................. 2,743 3,685 4,067 -32.56%
Accrued Interest and Other Liabilities....................... 1,415 857 1,137 24.42%
-------- -------- --------
TOTAL LIABILITIES........................................... 236,211 235,183 234,801 0.60%
SHAREHOLDERS' EQUITY
Common Stock $4.00 Par Value
Authorized 2,500,000 Shares (issued 1,728,000) 6,912 6,912 6,912 0 .00%
Retained Earnings........................................... 28,689 28,324 26,798 7.06%
Treasury Stock, At Cost (5,166) (100) (100) (100) 0.00%
Net unrealized securities losses............................ (106) (621) (23) 360.87%
-------- -------- --------
TOTAL SHAREHOLDERS' EQUITY.................................. 35,395 34,515 33,587 5.38%
-------- -------- --------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY................... $271,606 $269,698 $268,388 1.20%
CNB Financial Corporation, March 31, 1995
Consolidated Statements of Cash Flows
(Dollars in thousands)
Three Months Ended March 31...
Cash flows from operating activities 1995 1994
---------- ----------
Net Income....................................... $864 $787
Adjustments to reconcile net income to
net cash provided by operations:
Provision for loan losses...................... 125 131
Depreciation................................... 122 114
Amortization and accretion of net deferred loan fees 5 (29)
Amortization and accretion of premiums and discounts
on investments................................ 82 75
Changes in:
Interest receivable............................. (119) (100)
Other assets.................................... (586) (676)
Interest payable................................ 185 81
Other liabilities............................... 373 50
Net cash provided by operating activities........ 1,051 433
Cash flows from investing activities:
Proceeds from maturities of:
Investment securities.......................... 6,303 2,496
Securities available for sale.................. 2,603 3,860
Purchase of:
Investment securities.......................... (2,017) (1,827)
Securities available for sale.................. (6,588) (3,355)
Net principal disbursed on loan................. (319) (2,510)
(Redemption) Purchase of Federal Home Loan Bank Stock (14) 20
Purchase of premises and equipment.............. (672) (27)
Proceeds from the sale of foreclosed assets..... 10 125
Net cash used in investing activities............ (694) (1,218)
Cash flows from financing activities:
Net change in:
Checking, money market and savings accounts.... (6,740) 1,966
Certificates of deposit........................ 8,152 1,305
(Repayment) Proceeds-Federal Home Loan Bank Advances (20) 540
Other borrowed funds............................ (922) (389)
Cash dividends paid............................. (500) (465)
Net cash (used in) provided by financing activities (30) 2,957
Net (decrease) in cash and cash equivalents...... 327 2,172
Cash and cash equivalents at beginning of year... 9,715 8,953
Cash and cash equivalents at end of period....... $10,042 $11,125
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (including amount credited directly to
certificate accounts)......................... 2,067 1,719
Income taxes................................... 341 400
Real estate acquired in settlement of loans..... 0 51
CNB FINANCIAL CORPORATION AND SUBSIDIARIES
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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(UNAUDITED)
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SCOPE
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In the opinion of Management of the registrant, the accompanying consolidated
financial statements for the three month period ended March 31, 1995 and 1994
include all adjustments, consisting of only normal recurring adjustments,
necessary for a fair statement of the results for the period. This information
should be read in conjunction with the Corporation's Annual Report and Form 10-K
for the period ended December 31, 1994.
The financial results reported for the Corporation's first fiscal quarter of
1995 are not necessarily the results to be expected for the full year. The
financial results, however, contain no extraordinary income (losses) for either
changes in accounting or one-time events.
Tax provisions for interim financial statements are based on the estimated tax
rates for the full fiscal year. The estimated effective tax rate differs from
the statutory tax rate principally due to tax-free interest income on certain
loans and investments which qualify for such treatment.
ACCOUNTING GUIDELINES
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SFAS No. 106: Post Retirement Benefits
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Effective January 1, 1993, the Corporation adopted Statement of Financial
Accounting Standard (SFAS) No. 106 "Employers Accounting for Postretirement
Benefits Other Than Pension", which requires the accrual of expected costs of
providing for certain postretirement benefits during the years the employee
provided services. The corporation previously expensed the cost of these
benefits, which are principally healthcare, as claims were incurred. The
Corporation elected to recognize this obligation of approximately $456,276 over
the participant's average remaining service period of twenty-one years. The
Corporation's cash flows are not affected by implementation of this standard but
the Corporation will accrue $47,271 for this year's service and interest cost
and amortize $21,727 of its transition obligation.
The average annual assumed rates of increases in the per capita cost of covered
benefits range from 12% in 1995 to 8% in 1998 and beyond. The healthcare cost
trend rate assumption has a significant effect on the amounts reported. These
rates have been determined to be in line with industry practice by both
management and Ernst and Young, LLP, the company's external accountants. The
discount rate used in determining the accumulated postretirement benefit was
7.75 percent.
SFAS No. 109 "Accounting for Income Taxes
- -----------------------------------------
The Corporation adopted SFAS No. 109 "Accounting for Income Taxes" effective
January 1, 1993. SFAS No. 109 required the use of the liability method to
account for deferred income taxes. Under this method, deferred tax assets and
liabilities were determined on differences between financial reporting and tax
bases. Procedures determined the current enacted tax rates and laws which would
be in effect when the differences were expected to be recognized. Previously,
deferred income taxes were accounted for using the deferred method.
As permitted by SFAS No. 109, the Corporation elected not to restate the
Financial Statements of any prior periods, however, the Corporation did
recognize a one-time increase in net income in 1993 of $225,597, or $.13 per
share in that year.
SFAS No. 114 & SFAS No. 118: Accounting for the Impairment of a Loan
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In May, 1993 the Financial Accounting Standards (FASB) issue Statement No. 114
"Accounting by Creditors for the Impairment of a Loan" which is effective for
the fiscal years beginning after December 15, 1994. This guideline was
subsequently amended by a second Statement of Financial Accounting Standard No.
118 "Accounting by Creditors for Impairment of a Loan-Income Recognition and
Disclosures". The guidelines are designed to set standards in determining
whether a loan is impaired, how to measure the impairment based on the type of
loan and how to recognize interest based on the stream of cash flows which are
expected to be received.
The Corporation will adopt these standards during the third quarter of this
year. The Corporation has one loan that is currently on non-accrual which will
be affected upon adoption of these procedures. This loan totaling $820,000 has
emerged from Chapter 11 and will have sufficient history to begin accruing
interest after June 30, 1995. The adjustment necessary to account for this loan
under the above guidelines is not expected to have a material effect on earnings
or the financial condition of the company.
SFAS No. 115: Accounting for Certain Debt and Equity Securities
- ----------------------------------------------------------------
Also in May 1993, the FASB issued Statement 115 "Accounting for Certain
Investments in Debt and Equity Securities" which is effective for fiscal years
beginning after December 15, 1993. Statement 115 addresses the definition of,
accounting for, and disclosure of debt and equity securities. In accordance
with the statement, securities are to be classified into, and accounted for,
based on three distinct categories: securities held to maturity, securities
available for sale and trading securities.
On January 1, 1994 the Corporation began accounting for its investment portfolio
under the guidelines set forth under SFAS 115. In accordance with the
accounting procedures set forth, the company has designated all of its
investments holdings into either the "Available for Sale" or "Held to Maturity"
categories. Although the accounting procedures specify a third category for
"Trading Securities" the company does not engage in securities trading and
therefore this category is not used. Management has decided that the Bank's
liquidity investments are designated as "Available for Sale" and portfolio
investments are purchased for holding until the security matures. Additionally,
equity securities held in the parent company are all considered available for
sale. As of March 31, 1995, the corporation had a pre-tax mark-to-market
deficit in the "Available for Sale" category of $106,000.
CONCLUSION
----------
The accompanying financial statements have been prepared pursuant to rules and
regulations of the SEC. As a result, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
The registrant believes that the disclosures made are adequate to make the
information presented a fair representation of the corporation's financial
status.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
ASSETS
- ------
Total assets have grown 1.2% since one year ago to $271.6 million. The
growth has occurred in the loan portfolios with approximately equal percentage
increases in the mix of commercial, consumer and real estate related loans.
Total gross loans were $185.4 million on March 31, 1995 compared to $173.1
million twelve months ago. The growth in loans has been supported by a lower
investment portfolio and higher core deposits and capital.
The Corporation's interest earning assets consist of deposits with other
banks, federal funds sold, short term investments, investment securities and
loans. Management uses the short term liquid assets to balance changes in
either loans or core deposits. Over the past year, the increase in loans has
been funded by a $7.8 million decrease in the investment portfolio, $2.5 million
increase in customer deposits and a $2.0 million increase in retained profits.
The Corporation has entered into an agreement with the Student Loan
Marketing Association to sell our current student loans during the next quarter.
Under this agreement, the Bank will still be an active lender to qualifying
students. However, due to the increasing complexities of accounting for student
loans, and the uncertainties of how the program will be administered, Management
decided it would be able to serve the customers' needs better if a third party
were to handle the ongoing servicing of the loans.
Bank premises and equipment increases reflect the opening of a
supermarket branch in St. Marys, PA which went into operation on August 13,
1994. These increases also reflect the expansion of our headquarters to
properties adjacent to our main office in Clearfield, PA. The total capital
outlay for this expansion is approximately $2.4 million. This will be financed
by cash flow. To date, the bank has expended a total of $1.6 million for this
project.
Accrued interest and other assets remained the same over the past twelve
months. Normal fluctuations in interest receipts and pre-paid expenses will
influence changes in these accounts.
LIABILITIES
- -----------
Total deposits on March 31, 1995 were $232.1 million, an increase of $2.5
million over March 31, 1994 and an increase of $1.4 million from the year-end.
Deposit growth occurred primarily in certificates of deposits while savings
deposits and demand deposits have remained approximately the same. General
deposit declines or slow growth rates have occurred industry-wide as consumers
seek higher returns in non-traditional financial
vehicles such as mutual funds. Additionally, jumbo certificates placed by
depositors outside the company's trade area during 1992 and 1993 continue to
mature. Management is taking no special action to retain these certificates.
LIQUIDITY AND INTEREST RATE SENSITIVITY
- ---------------------------------------
The primary functions of asset/liability management are to assure adequate
liquidity and maintain an appropriate balance between interest-sensitive earning
assets and interest bearing liabilities. Liquidity management involves the
ability to meet the cash flow requirements of customers who may be either
depositors wanting to withdraw funds or borrowers needing assurance that
sufficient funds will be available to meet their credit needs. By controlling
interest rate sensitivity management seeks to avoid fluctuating net interest
margins and to enhance consistent growth of net interest income through periods
of changing interest rates.
Sources of asset liquidity are investment securities maturing in one year
or less, time deposits with banks and federal funds sold. In extreme shortages
of liquidity, "Investments Available for Sale" can be liquidated with no capital
impairment due to SFAS No. 115 accounting guidelines. These assets totaled $44.5
million at March 31, 1995 compared to $42.6 million on March 31, 1994. In
addition, principal payments on loans also provide a source of liquidity.
Scheduled principal payments of $45.2 million are anticipated within one year as
compared to $40.6 million as of March 31, 1994. Liquidity requirements can also
be met by aggressively pricing deposits in the market place, buying federal
funds and by selling securities under an agreement to repurchase at some future
date. Additionally, the Bank has arranged a large back-up facility at both
Federal Reserve Bank of Philadelphia and the Federal Home Loan Bank of
Pittsburgh. As of March 31, 1995, the Bank had $28.0 million in unused lines of
credit available with correspondent commercial banks. Also, the Bank has an
available credit line with the Federal Home Loan Bank in the amount of $59.6
million and a $9 million line with the Federal Reserve Bank of Philadelphia.
Management regularly monitors the relationship between interest-earning
assets and interest bearing liabilities maturing or repricing during similar
intervals. Management also implements actions designed to reduce an imbalance
between such assets and liabilities. In doing this, management seeks to avoid
fluctuating net interest margins in periods of changing interest rates. The
Bank's ratio of interest-rate sensitive assets to interest-rate sensitive
liabilities maturing or repricing within one year was 1.32% at March 31st
compared to 1.33% at March 31, 1994.
CAPITAL RESOURCES
- -----------------
The Corporation's capital position, of $35.5 million on March 31, 1995,
is an above average capital position as compared to other bank holding companies
of similar size. Capital adequacy for a financial institution is its ability to
support asset growth and to sufficiently protect itself and depositors against
business risk. The Corporation has relied on retained earnings to increase
equity, while providing what management believes is an acceptable return on
invested capital to its shareholders.
The Federal Reserve Board standards classify capital into two tiers,
referred to as Tier 1 and Tier 2. Tier 1 capital consists of common
shareholders' equity, noncumulative and cumulative perpetual preferred stock,
and minority interests less goodwill. Tier 2 capital consists of the allowance
for possible loan losses, perpetual preferred stock (not used in Tier 1), hybrid
capital instruments, term subordinate debt and intermediate-term preferred
stock. All banks are required to meet a minimum ratio of 8% of qualifying total
capital to risk-adjusted total assets with at least 5.5% Tier 1 capital.
Capital that qualifies as Tier 2 capital is limited to 100% of Tier 1 capital.
In addition to the above risk based capital requirements the Federal Reserve
also requires a minimum leverage capital of 3% of Tier 1 capital to total assets
less any goodwill.
The table below summarizes the Corporation's regulatory capital ratios at
March 31, 1995 and 1994:
1995 1994 Regulatory
---- ----
Minimum
-------
Tier 1 Risk-Based Capital Ratio 19.47% 19.3% 5.5%
Total Risk-Based Capital Ratio 20.75% 20.4% 8.0%
Leverage Ratio 13.03% 12.5% 3.0%
REGULATORY MATTERS
- ------------------
The Corporation and its Subsidiary are subject to the regulations of
certain federal agencies. Regulators often make recommendations during the
course of their examination that relate to the normal operations of the
Corporation and Subsidiary. Management reviews all such recommendations promptly
and initiates corrective action. Our primary regulator, the Comptroller of the
Currency, and the Federal Reserve Bank of Philadelphia concluded examinations
during the third quarter of last year. Both agencies noted no substantial
deficiencies. Presently, management is unaware of any recommendation by these
regulatory authorities, that, if implemented, would likely have a material
effect on the liquidity, capital or operations of the Corporation and
Subsidiary.
CONCENTRATION OF CREDIT RISK
- ----------------------------
Financial institutions such as the Bank, generate profits primarily
through lending and investing activities. The risk of loss from lending and
investing activities includes the possibility that a loss may occur from the
failure of a third party to perform according to the terms of the loan or
investment agreement. This possibility of loss is known as credit risk.
Credit risk is increased by lending and/or investing activities that
concentrate financial institution's earning assets in such a way as to expose
the institution to a material loss from any single occurrence or group of
related occurrences.
The Bank monitors credit risk by limiting concentrations within various
industries and single borrowers by establishing lending concentration limits.
The Bank firmly follows all regulatory limits of credits to a single borrower.
In addition, the Bank monitors the local economic conditions, in an effort to
promptly identify and address deteriorating industries.
RESULTS OF OPERATIONS
- ---------------------
Operating results are substantially dependent on net interest income. Net
interest income is the difference between interest earned on loans and
investments and interest paid on deposits and borrowings. Operating results are
also affected by the levels of non-interest income and expense.
NET INTEREST INCOME
- -------------------
Total interest income for the quarter of $5.0 million reflects a 10.1%
increase or $462,000 more interest income when compared with the same three
months of 1994. This increase of quarterly total interest income reflects a
prime rate increase in February of this year and the ability to reprice
approximately $7 million of maturing investments at higher interest rates than
the monies which matured.
Total interest expense of $1.95 million for the quarter reflects an
increase of 7.4% from interest expense of $1.7 million for the same quarter of
1994. The increase represents a marked shift by consumers from lower yielding
non-maturity accounts to longer term, higher rate certificates of deposit.
Net interest income is the difference between interest earned on loans and
investments and interest paid on deposits and borrowings. Net interest income of
$3.1 million is an increase of $197,000 over this period a year ago. The
increase is primarily the result of the mix of earning assets out of investments
and into higher yielding loans.
PROVISION FOR POSSIBLE LOAN LOSSES
- ----------------------------------
The provision for possible loan losses was $6,000 less in 1995 for the
same period last year as management has seen decreasing trends in net charge-
offs over the past eight quarters. The present allowance for loan losses of $2.1
million represents 1.15% of outstanding loans compared to $1.85 million or 1.07%
on March 31, 1994. Non-performing assets (NPA), which include non-accrual loans
and other real estate owned were $1.1 million at quarter end. This gives an NPA
to loan loss reserve ratio of 0.51% at the period end. The greater provision for
loan losses as compared to actual loan losses is intended to reach a goal
management has set which will place the company in the high performing
percentiles for peer comparison.
NON-INTEREST INCOME
- -------------------
Total other income for the first quarter of 1995 of $412,000 is $61,000
more than during the same period in 1994. Increased service charge revenues on
new transaction accounts and higher fiduciary fees account for these added
revenues.
NON-INTEREST EXPENSE
- --------------------
Total other expenses rose in the third quarter of 1994 by $104,000 over
expenses of the first quarter of 1994. A large portion of this increase is due
to the utilities for the headquarter's expansion and supplies for the new
management information and accounting system.
NET INCOME
- ----------
Net income for the first quarter 1995 was $864,000 or $.50 per share. This
compares to net income and earnings per share for the same quarter in 1994 of
$787,000 and $.46 per share.
Return on average assets and average equity was 1.30% and 10.22%
respectively for the first quarter 1995.
INCOME TAXES
- ------------
The provision for income taxes of $334,000 for the first quarter of 1995
is $81,000 more than the same period in 1994. The increase in applicable income
taxes is attributable to a lower relative mix of tax free investments and loans
resulting in higher taxable income.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
(1) By majority consent, the Corporation's shareholders elected Mr.
Jeffrey S. Powell to the Corporation's Board of Directors
(2) By majority consent, the shareholders voted to allow the Board of
Directors to set the date of the Annual Meeting of the Shareholders
(3) Mr. J. Matthew McEnroe, Senior Vice President and Chief Financial
Officer of the subsidiary, County National Bank, was elected Assistant Secretary
and Treasurer of the Corporation at the Annual Meeting
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) There were no reports on Form 8-K
for the quarter ended March 31,
1995.
S I G N A T U R E S
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 CORPORATION
(Registrant)
Date:____________________ James P. Moore
------------------------------------
James P. Moore
President and Director
(Principal Executive Officer)
Date:____________________ ____________________________________
William F. Falger
Vice President, Secretary
and Treasurer
(Principal Accounting Officer)