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) March 5, 1999
(February 23, 1999)
CNB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number 2-88511
Pennsylvania 25-1450605
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(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 1-4 Not Applicable
Item 5. Other Events
CNB Financial Corporation, a Pennsylvania corporation ("CNB"), and The
First National Bank of Spangler, a Pennsylvania corporation ("Spangler"), have
executed a Letter of Intent dated February 23, 1999, which provides for the
creation of a definitive agreement for the merger of Spangler with and into CNB.
The merger is subject to the creation of a suitable definitive agreement,
approval of the shareholders of Spangler, and various regulatory approvals.
Pursuant to the Letter of Intent, (i) each issued and outstanding share
of common stock of Spangler would be exchanged for 95 shares of the common stock
of CNB, and (ii) each issued and outstanding share of CNB common stock would
remain outstanding.
As the Letter of Intent only provides for the creation of a definitive
agreement, many of the details are not yet available. However, termination
provisions have been established as follows: In the event that the measurement
price, the average of the bid and asked prices for the twenty (20) trading days
ended on the date that is ten (10) trading days prior to the Closing Date, is
less than $30.00 or more than $38.00, Spangler or CNB shall have the right to
terminate the proposed merger.
The joint press release of CNB and Spangler announcing the merger is
attached hereto as Exhibit 1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements: None.
(b) Exhibits:
1. Press Release Announcing: CNB Financial Corporation to Acquire
The First National Bank of Spangler
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)
/s/ Joseph B. Bower, Jr.
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Joseph B. Bower, Jr.
March 5, 1999 Treasurer
CNB Financial Corporation
Exhibits to Form 8-K
For the Current Report Dated March 5, 1999
Exhibit Index
Exhibit Method of
Number Description Filing
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99.1 Press Release Announcing Filed
County National Bank to Acquire Herewith
The First National Bank of Spangler