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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 Exchange Act of 1934
Date of Report (Date of earliest event reported) July 2, 1998
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CNBT BANCSHARES, INC
(Exact name of registrant as specified in its charter)
Texas 000-24553 76-0575813
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
5320 Bellaire Boulevard, Bellaire, Texas 77401
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code 713-661-4444
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Item 5. Other Events.
On July 2, 1998, CNBT Bancshares, Inc., a Delaware corporation (the
"Holding Company"), and Citizens National Bank of Texas, a national banking
association (the "Bank") consummated the Plan and Agreement of Merger dated as
of May 20, 1998, among the Bank, Citizens Bank, National Association, an interim
national bank and subsidiary of the Holding Company (the "Interim Bank"), and
the Holding Company, pursuant to which the Bank was merged with and into the
Interim Bank and became a subsidiary of the Holding Company and each share of
Common Stock, $2.03 par value, of the Bank was converted into one share of
Common Stock, $1.00 par value, of the Holding Company. Shares of the Common
Stock of the Holding Company will continue to quoted on the Nasdaq National
Market under the symbol "CNBT."
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
2 Plan and Agreement of Merger dated as of May 20, 1998, among
Citizens National Bank of Texas, Citizens Bank, National
Association, and CNBT Bancshares, Inc. (incorporated by
reference to Exhibit 2.1 to the Registrant's Registration
Statement on Form S-4, File No. 333-50039).
99.1 Press Release of the Registrant dated July 8, 1998, relating
to the consummation of reorganization.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersign hereunto duly authorized.
CNBT BANCSHARES, INC.
Dated July 9, 1998
By /s/ Randall W. Dobbs
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Randall W. Dobbs, Vice President
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Exhibit Index
Exhibit Sequentially
No. Description Numbered Page
2 Plan and Agreement of Merger dated as
of May 20, 1998, among Citizens National
Bank of Texas, Citizens Bank, National
Association, and CNBT Bancshares, Inc.
(incorporated by reference to Exhibit 2.1
to the Registrant's Registration Statement
on Form S-4, File No. 333-50039).
*99.1 Press Release of the Registrant dated 4
July 8, 1998, relating to the consummation
of the reorganization.
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* Filed herewith
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Exhibit 99.1
[Citizens National Bank of Texas Letterhead]
FOR IMMEDIATE RELEASE CONTACT: RANDALL W. DOBBS
713-661-4444
CITIZENS NATIONAL BANK OF TEXAS ANNOUNCES
FORMATION OF CNBT BANCSHARES, INC.
Bellaire, Texas, July 7,1998 - Citizens National Bank of Texas (NASDAQ -
CNBT) announced today that it has completed its reorganization into a holding
company structure. The Bank will be a wholly-owned subsidiary of CNBT
Bancshares, Inc. Shareholders of the Bank will automatically become shareholders
of CNBT Bancshares, Inc. with shares converted on a one for one basis. The
shares of CNBT Bancshares, Inc. will continue to be listed on the Nasdaq
National Market under the symbol "CNBT."
Ralph Williams, President of the Bank and the Holding Company stated: "The
formation of a holding company provides the Bank with the opportunity to engage
in certain "non-bank" activities that in the future will permit us to provide
our customers with a broader range of financial services and greater flexibility
in using alternative sources of financing and in acquiring other financial
institutions."
Financial information with respect to CNBT Bancshares, Inc. will be
available through the Securities and Exchange Commission's Internet site
(http://www.sec.gov).
Citizens National Bank of Texas operates six banking facilities that
provide retail and commercial banking services primarily to individual customers
and small businesses in the Houston metropolitan area and Fort Bend County. At
March 31, 1998, the Bank had $322.8 million in total assets and $273.2 million
in total deposits.
