UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 8 - K PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 13, 1998 CNB FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission file number 2-88511 Pennsylvania 25-1450605 ------------ ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) County National Bank 1 South Second Street P.O. Box 42 Clearfield, Pennsylvania 16830 (Address of principal executive offices) Registrant's telephone number, including area code, (814) 765-9621 Item 5. Other Events On October 13, 1998, CNB Financial Corporation's wholly-owned subsidiary County National Bank agreed to purchase the Punxsutawney office in western Pennsylvania from First Western Bank, N.A. The agreement includes the acquisition of the related deposits, consumer loans, and small business banking relationships for the Punsutawney office located in Jefferson County. County National will acquire approximately $37 million in deposits, $11.5 million in consumer and small business loans, along with related fixed assets, leases, and other agreements. The consideration to be paid by County National will be approximately $5 million for the deposits and the right to acquire, at book value, the loan portfolio and related assets of the office. The transaction is subject to regulatory approval and is expected to be completed by mid February 1999. Item 7. Financial Statements and Exhibits (a) Financial Statements: None. (b) Exhibits: 1 Press Release Announcing: County National Bank to Acquire Punxsutawney Office of First Western Bank. 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, thereunto duly authorized. CNB Financial Corporation (Registrant) November 9, 1998 /s/ Joseph B. Bower, Jr. ------------------------ Joseph B. Bower, Jr. Treasurer CNB Financial Corporation Exhibits to Form 8-K For the Current Report Dated October 13, 1998 Exhibit Index Exhibit Method of Number Description Filing - ------ ----------- ------- 99.1 Press Release Announcing County Filed National Bank to Acquire Herewith Punxsutawney Office of First Western Bank