Form 13-G/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BV93UE+IAm42d9dAHixuFsJNeOQzjAqM/6kvm94nA1fbrW1z2CofVqSwI3prehQ1 3o+mkI/xKAKtqtU4yWfnoQ== 0000927016-03-000412.txt : 20030206 0000927016-03-000412.hdr.sgml : 20030206 20030206132735 ACCESSION NUMBER: 0000927016-03-000412 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CNB FINANCIAL CORP/PA CENTRAL INDEX KEY: 0000736772 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251450605 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55085 FILM NUMBER: 03542187 BUSINESS ADDRESS: STREET 1: 1 SOUTH SECOND STREET STREET 2: P.O. BOX 42 CITY: CLEARFIELD STATE: PA ZIP: 16830 BUSINESS PHONE: 8147659621 MAIL ADDRESS: STREET 1: 1 SOUTH SECOND STREET STREET 2: P.O. BOX 42 CITY: CLEARFIELD STATE: PA ZIP: 16830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COUNTY NATIONAL BANK/PA/ CENTRAL INDEX KEY: 0001077182 IRS NUMBER: 250422340 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE SOUTH SECOND STREET STREET 2: PO BOX 42 CITY: CLEARFIELD STATE: PA ZIP: 16830-0042 BUSINESS PHONE: 814-765-9621 MAIL ADDRESS: STREET 1: ONE SOUTH SECOND STREET STREET 2: PO BOX 42 CITY: CLEARFIELD STATE: PA ZIP: 16830-0042 SC 13G/A 1 dsc13ga.htm FORM 13-G/A Form 13-G/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

CNB Financial Corporation

(Name of Issuer)

Common Stock, Par Value $1.00 Per Share

(Title of Class of Securities)

126128107

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (3-98)

CUSIP No.

The County National Bank Trust Department, County National Bank is a wholly-owned subsidiary of the issuer.


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). 25-0422340

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Citizenship or Place of Organization Clearfield County, Pennsylvania, USA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

135,237

6. Shared Voting Power

33,200

7. Sole Dispositive Power

135,237

8. Shared Dispositive Power

33,200

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 168,437

10.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

11.		Percent of Class Represented by Amount in Row (11) 4.62

12.		Type of Reporting Person (See Instructions) BK

Item 1

(a)

Name of Issuer CNB Financial Corporation

(b)

Address of Issuer’s Principal Executive Offices

One South Second Street, PO Box 42

Clearfield, PA 16830

Item 2

(a)

Name of Person Filing The County National Bank, Trust Department

(b)

Address of Principal Business Office or, if none, Residence

One South Second Street, PO Box 42

Clearfield, PA 16830

(c)

Citizenship USA

(d)

Title of Class of Securities Common Stock $1 Par Value

(e)

CUSIP Number 126128107

Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

xBank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

¨ An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E);

(f)

¨ An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F);

(g)

¨ A parent holding company or control person in accordance with (S)240.13d-1(b)(1)(ii)(G);

(h)

¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

¨ Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned: 168,437

(b)

Percent of class: 4.62%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote 135,237

(ii)

Shared power to vote or to direct the vote 33,200

(iii)

Sole power to dispose or to direct the disposition of 135,237

(iv)

Shared power to dispose or to direct the disposition of 33,200

Instruction. For computations regarding securities which represent a right to acquire an underlying security see (S)240.13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

Instruction: Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item, and if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of the employee benefit plan, pension fund or endowment fund is not required.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. N/A

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Item 8. Identification and Classification of Members of the Group. N/A

If a group has filed this schedule pursuant to (S)240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to (S)240.13d-1(c) or (S)240.13d-1(d), attach an exhibit stating the identity of each member of the group.

Item 9. Notice of Dissolution of a Group N/A

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Item 10. Certification

(a) The following certification shall be included if the statement is filed pursuant to (S)240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

(b) The following certification shall be included if the statement is filed pursuant to (S)240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



February 6, 2003
Date

/s/ Donald E. Shawley
Donald E. Shawley

Senior Vice President/Trust Officer
Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S)240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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