SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):JANUARY 23, 1999
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-29666 14-1801565
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) No.)
52 NORTH MAIN STREET GLOVERSVILLE, NEW YORK 12078
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 725-6331
N/A
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On January 23, 1999, Adirondack Financial Services Bancorp, Inc.,
("Adirondack"), CNB Acquisition Corp. ("Acquisition") and CNB Bancorp,
Inc.("CNB"), entered into an Agreement of Merger (the "Merger Agreement")
pursuant to which CNB will acquire Adirondack (the "Merger"). Under the Merger
Agreement, the shares of the common stock, par value $.01 per share, of
Adirondack outstanding immediately prior to the effective time of the Merger
(except for dissenting shares and shares owned by CNB or Acquisition) will be
converted into the right to receive $15 million in the aggregate, subject to
certain adjustments as set forth in the Merger Agreement in Sections 1.1(f) and
4.18(b).
A copy of the Merger Agreement is attached as Exhibit 2 hereto and
incorporated by reference herein.
A copy of the press release announcing the execution of the Merger
Agreement is attached as Exhibit 99 hereto and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2 Agreement of Merger, dated as of January 23, 1999, by and among
Adirondack Financial Services Bancorp, Inc., CNB Acquisition Corp. and
CNB Bancorp, Inc.
99 Press Release
2
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 hereunto duly authorized.
ADIRONDACK FINANCIAL SERVICES
BANCORP, INC.
Date: January 28, 1999 By: /s/ Menzo D. Case
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Menzo D. Case
Chief Financial Officer and
Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2 Agreement of Merger, dated as of January 23, 1999, by and among
Adirondack Financial Services Bancorp, CNB Acquisition Corp. and CNB
Bancorp, Inc.
99 Press Release
4