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OMEGA FINANCIAL & PENN CENTRAL BANCORP ANNOUNCE MERGER PLANS

 STATE COLLEGE, Pa., Sept. 1 /PRNewswire/ -- Today, David B. Lee, chairman and chief executive officer of Omega Financial Corporation (NASDAQ: OMEF) headquartered in State College, and D. Stephen Martz, chairman and chief executive officer of Huntingdon-based Penn Central Bancorp (NASDAQ: PCBC), announced that they have entered into definitive agreement to merge their respective bank holding companies. The CEOs have targeted April 1, 1994 for the merger to be consummated. The merger is subject to a number of conditions including approval of both institutions' shareholders and regulators.
 The transaction is expected to be accounted for as a pooling of interest. Under the terms of the agreements, for each share of Penn Central Bancorp, stockholders will receive 1.63 shares of Omega Financial common stock, subject to adjustment under certain circumstances. As part of the transaction, Penn Central granted to Omega the right to purchase up to 19.9 percent of its outstanding common stock under certain circumstances. The approximate deal value to Penn Central Bancorp shareholders is $44.21 per share, or $71 million in aggregate.
 The resulting organization will retain the name Omega Financial Corporation. Lee will continue as Omega's chairman and chief executive officer while Martz takes over as president of Omega.
 "The merger will rank us among the largest financial institutions nationally," Lee said. "The new larger organization will increase our efficiency and will allow us to be a leader in financial services for years to come." Both Lee and Martz said that certain operational functions will be restructured.
 Martz said that the banking companies' managements are excited about the merger. "It will provide opportunities to enhance the services we offer our customers and add value to our shareholders' investments," Martz said.
 On a proforma basis, the combined banking organization will have assets in excess of $900 million based on June 30, 1993 financial statements and will be comprised of the First National Bank of Saxton, Holidaysburg Trust Company, Peoples National Bank of Central Pennsylvania, Penn Central National Bank, and The Russell National Bank. The five banks operate 40 banking offices in seven central Pennsylvania counties -- Bedford, Blair, Centre, Clinton, Huntingdon, Juniata, and Mifflin.
 Eliminating Clinton and Bedford counties in which each holding company has only one office, the combined market share for the new organization would total 21 percent in the remaining counties. This percentage is based on June 30, 1992 market share figures, the most recent published by the FDIC, Office of Thrift Supervision and the National Credit Union Administration.
 "In structuring the transaction we worked hard to avoid earnings dilution on a proforma basis," Lee said.
 Certain key financial information of the merger partners are summarized on the following table.
 OMEGA FINANCIAL CORPORATION
 Acquisition of Penn Central Bancorp
 (in thousands, except share data)
 Six months ended June 30, 1993 Omega Penn Central
 Assets 506,226 409,453
 Loans, net 358,447 278,616
 Allowance for loan losses 5,011 6,726
 Deposits 435,438 363,939
 Equity 58,564 40,619
 Provision for Credit Losses 366 432
 Net income (loss), excluding
 accounting change 3,605 2,570
 Net income (loss) 4,005 2,917
 ROA (excludes FASB 109 adjustment) 1.43 pct. 1.27 pct.
 ROE (excludes FASB 109 adjustment) 12.71 pct. 12.65 pct.
 Average Equity/Asset Ratio 11.27 pct. 10.05 pct.
 Net interest margin (FTE) 5.25 pct. 4.71 pct.
 Non-performing assets (NPA) 3,907 2,152
 NPA as percent of total assets 0.77 pct. 0.53 pct.
 Allowance/Net loans 1.40 pct. 2.41 pct.
 Shares outstanding (primary) 3,419,727 1,615,740
 Shares outstanding (fully diluted) 3,744,299 1,615,740
 The estimated primary and fully diluted shares outstanding, giving effect to the 1.63 exchange rate and mutual ownership, would be 5,917,824, and 6,242,396, respectively.
 -0- 9/1/93
 /CONTACT: Daniel L. Warfel, chief financial officer of Omega Financial Corporation, 814-231-5778/
 (OMEF PCBC)


CO: Omega Financial Corporation; Penn Central Bancorp ST: Pennsylvania IN: FIN SU: TNM

LD -- NY005 -- 7781 09/01/93 08:33 EDT
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Date:Sep 1, 1993
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