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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report March 17, 1998
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PNB FINANCIAL GROUP
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(Exact name of registrant as specified in its charter)
California 2-78580 95-3847640
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
4665 MacArthur Court
Newport Beach, CA 92660
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(Address of principal executive offices)
Registrant's telephone number, including area code (714) 851-1033
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS:
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On March 5, 1998, the Board of Directors of PNB Financial Group ("PNBFG")
approved the issuance of a 15% stock dividend to shareholders of record as of
March 31, 1998. The stock dividend is payable on April 15, 1998. No fractional
shares or cash payment in lieu of fractional shares will be issued.
In addition, in an effort to provide more liquidity to current shareholders, and
to better enable potential new shareholders to purchase shares in PNBFG, the
Company is applying for a listing on NASDAQ (National Association of Securities
Dealers Automatic Quotation System). One of the requirements for NASDAQ listing
is an increase in the current number of PNBFG shares outstanding and available
for trading. The stock dividend will enable the Company to meet this
requirement.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereon as duly authorized.
DATED: March 17, 1998 PNB FINANCIAL GROUP,
a California corporation
By: /s/ Doug L. Heller
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Doug L. Heller
Chief Financial Officer