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PNC FINANCIAL CORP TO ACQUIRE CCNB CORPORATION

 PNC FINANCIAL CORP TO ACQUIRE CCNB CORPORATION
 PITTSBURGH, Dec. 11 /PRNewswire/ -- Thomas H. O'Brien, chairman,


president and chief executive officer of PNC Financial Corp (NYSE: PNC), and Rocco A. Ortenzio, chairman of CCNB Corporation (NASDAQ: CCNC) of Camp Hill, Pa., today announced a definitive agreement for PNC to acquire CCNB.
 Under terms of the agreement, each outstanding share of CCNB stock will be exchanged for .66 shares of PNC common stock. CCNB has 5,923,842 shares outstanding. CCNB has also granted PNC an option to purchase up to 19.99 percent of CCNB common stock. The transaction is subject to approval by various regulatory agencies, CCNB shareholders and PNC's board of directors, and completion of a due diligence review of CCNB by PNC.
 CCNB Corporation, with assets of approximately $1.2 billion on Sept. 30, 1991, includes CCNB Bank, N.A., The Gettysburg National Bank and Parent Federal Savings Bank, and operates 42 branch offices throughout south central Pennsylvania's Adams, Cumberland, Dauphin, Perry and York counties. PNC currently operates two banks in the region: Hershey Bank and First Bank and Trust of Mechanicsburg.
 In announcing the agreement, O'Brien said, "We are very pleased to have reached this agreement with CCNB. It is consistent with our strategy of making in-market acquisitions, and CCNB's strong market presence, dedicated employees and commitment to excellence in customer service will substantially strengthen our position in the south central Pennsylvania area."
 CCNB Chairman Ortenzio said, "The opportunity to join a strong, well capitalized institution like PNC will enhance our ability to compete in this marketplace and allow us to offer our customers a broader array of high quality products and services. We look forward to completing the transaction and becoming a part of PNC."
 The transaction is expected to close in mid-1992.
 In related actions, CCNB's board of directors authorized the redemption of rights outstanding under CCNB's shareholder rights plan and suspended the operation of CCNB's dividend reinvestment and stock purchase plan.
 PNC Financial Corp, headquartered in Pittsburgh, is the nation's 16th-largest bank holding company, with assets of $42.3 billion. It operates approximately 500 community banking offices in Pennsylvania, Kentucky, Ohio, Indiana, Delaware and New Jersey and conducts business through additional offices in 15 states.
 PNC's principal banking affiliates include: Pittsburgh National Bank, Pittsburgh; Provident National Bank, Philadelphia; Citizens Fidelity Bank, Louisville, Ky.; Central Trust, Cincinnati, Ohio; Bank of Delaware, Wilmington, Del.; Northeastern Bank, Scranton, Pa.; Marine Bank, Erie, Pa.; PNC National Bank, Wilmington, Del.; PNC National Bank of New Jersey, Cherry Hill, N.J.; Hershey Bank, Hershey, Pa.; and The First Bank and Trust Company, Mechanicsburg, Pa.
 -0- 12/11/91
 /CONTACT: Jonathan Williams, media, 412-762-4550, or home at 412-359-0979; or Sheila S. Fischl, investors, 412-762-8257/
 (PNC CCNC) CO: PNC Financial Corp; CCNB Corporation ST: Pennsylvania IN: FIN SU: TNM


JT -- PG006 -- 1490 12/11/91 12:58 EST
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Publication:PR Newswire
Date:Dec 11, 1991
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