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) May 10, 1999 (April 27, 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 definitive merger agreement dated April 27, 1999 for the merger of
Spangler with and into CNB. The merger is subject to the approval of the
shareholders of Spangler, as well as various regulatory approvals.
Pursuant to the agreement, (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.
The definitive merger agreement allows for termination provisions to be
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 $28.00 or more
than $39.00, Spangler or CNB shall have the right to terminate the proposed
merger.
No new press release of CNB and Spangler announcing the merger will be
made for this agreement. A notice of the initial announcement that was
published on February 23, 1999 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.
May 10, 1999 Treasurer
CNB Financial Corporation
Exhibits to Form 8-K
For the Current Report Dated May 10, 1999
Exhibit Index
Exhibit Method of
Number Description Filing
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1 Press Release Announcing Filed
County National Bank to Acquire Herewith
The First National Bank of Spangler