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 July 27, 1998 ------------- PNB FINANCIAL GROUP ------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 2-78580 95-3847640 - ------------------------ ----------------------- --------------------- (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 4665 MacArthur Court Newport Beach, Ca. 92660 --------------- (Address of principal executive offices) Registrant's telephone number, including area code (949) 851-1033 -------------- - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) =============================================================================== Item 5. Other Events - -------------------- On July 13, 1998, the Board of Directors of PNB Financial Group ("PNBFG") issued a press release disclosing its second quarter earnings. A copy of the press release follows: Item 7. Exhibits - ---------------- A copy of the Company's press release announcing second quarter earnings is attached hereto as Exhibit 99.1 and incorporated herein by reference. 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: July 27, 1998 PNB FINANCIAL GROUP, a California corporation By: /s/ Doug L. Heller ----------------------------- Doug L. Heller Chief Financial Officer PACIFIC NATIONAL BANK EXHIBIT INDEX TO FORM 8-K Exhibit No. Description - ----------- ----------- 99.1 Press Release dated July 27, 1998