BRENTON BANKS INC, S-8, 1999-01-28

BRENTON BANKS INC
S-8, 1999-01-28
NATIONAL COMMERCIAL BANKS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

FORM S-8
Registration Statement
Under
The Securities Act of 1933

BRENTON BANKS, INC.
(Exact name of registrant as specified in its Charter)

Iowa 42-0658989

(State or other jurisdiction) (I.R.S. Employer incorporation or
organization Identification Number)

Suite 200, Capital Square
400 Locust Street
Des Moines, Iowa 50309
(Address of principal executive office)

BRENTON BANKS, INC.
BRENTON BANKS, INC. - 1996 STOCK OPTION PLAN
(Full Title of the Plan)

Steven T. Schuler
Suite 200, Capital Square
400 Locust Street
Des Moines, Iowa 50309
(Name and address of agent for service)

515/237-5100
(Telephone number, including area code, of agent for service)

Copies to:
Brown, Winick, Graves, Gross, Baskerville and Schoenebaum, P.L.C.
Suite 1100, Two Ruan Center, 601 Locust Street
Des Moines, Iowa 50309

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plan, check the following box. / X /

CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________________

page 1 of 15

<FN>
1 This Registration Statement also covers such indeterminable number of additional shares of common stock
as may be issuable to prevent dilution in the event of stock splits, stock dividends or similar
transactions pursuant to the terms of the Plan.
2 Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) based upon
prices of the common stock on the NASDAQ national market as reported on January 25, 1999.

</TABLE>

<PAGE>
PART II

INFORMATION NOT REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference. The following documents
filed by Brenton Banks, Inc. with the Securities and Exchange Commission are
incorporated in and are hereby made a part of this registration statement by
reference, except to the extent that any statement or information therein is
modified, superseded or replaced by a statement or information contained in
any other subsequently filed document incorporated herein by reference:

1. Brenton Banks, Inc.'s annual report on Form 10-K for the year
ended December 31, 1997.

2. The description of Common Shares on Form 10-K for the year ended
December 31, 1997.

3. From the date of filing of such documents, all documents filed
by Brenton Banks, Inc. with the Commission pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 subsequent
to the date of this Registration Statement and prior to the
filing of a post-effective amendment to the Registration
Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then
remaining unsold. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration
statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Officers and Directors.

INDEMNIFICATION

Statutory Indemnification.

In general Iowa Code Chapter 490 governs the circumstances under which
the Company shall or may indemnify a present or former director of the
Company. Iowa Code Section 490.850 to 490.858 provide for three types of
indemnification: (i) mandatory indemnification; (ii) permissive
indemnification; and (iii) court ordered indemnification.

Mandatory indemnification of directors of the Company is required by Iowa
Code Section 490.852, when the director is made a party to the proceeding by
reason of his or her position with the Company
2
<PAGE>
and the director has been wholly successful, on the merits or otherwise.
A director entitled to mandatory indemnification shall be indemnified
against reasonable expenses incurred in the proceeding.

Permissive indemnification of directors is governed by Iowa Code Section
490.851. In proceedings brought in the name of the corporation the director
may be entitled to indemnification for reasonable expenses if he or she is not
adjudged liable to the corporation. In other proceedings the director may be
indemnified for judgments, fines, penalties, settlements and reasonable
expenses. To be eligible for any permissive indemnification the individual
must meet certain standards of conduct which require: (i) the person must
have acted in good faith and (ii) that the person reasonably believed that the
actions were in the best interests of the corporation if he or she was acting
in an official capacity or that the actions were not opposed to the best
interests of the corporation if he or she was not acting in an official
capacity. However, permissive indemnification is not allowed if the
individual receives an improper personal benefit from his or her actions.

Court ordered indemnification is available when a director is entitled to
mandatory or permissive indemnification. Additionally, court ordered
indemnification is available when indemnification is provided by the
corporation's articles, bylaws, general or specific action of the board of
directors or by contract.

Unless limited by the corporation's articles of incorporation, an officer
of the corporation is entitled to mandatory indemnification under Iowa Code
Section 490.852, and is entitled to apply for court ordered indemnification
under Iowa Code Section 490.854, in each case to the same extent as a
director. A corporation may indemnify an officer, employee, or agent who is
not a director to the same extent as a director.

Indemnification Provisions of Articles and Bylaws.

Iowa Code Section 490.858 permits Iowa corporations to adopt provisions
regarding indemnification in addition to those provided by statute, provided
that no indemnification will be made to a director for (i) breach of the
director's duty of loyalty to the corporation or stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) for a transaction from which the director
derives an improper personal benefit, or (iv) a violation under Iowa Code
Section 490.833. To the extent applicable the foregoing provisions apply to
the indemnification of officers of the corporation. Additionally,
indemnification in connection with proceedings by or in the right of the
corporation are limited to the reasonable expenses incurred in connection with
the proceeding.

In addition to the Iowa statutes explained above, Article VII of the
Parent Company's Articles of Incorporation and Article X of the Parent
Company's Bylaws contain the following provisions regarding indemnification of
directors and officers.

ARTICLE VII OF THE PARENT COMPANY'S ARTICLES OF INCORPORATION:

ARTICLE VII

* * *

Indemnification of Directors and Officers

* * *

2. Indemnification. The Corporation shall indemnify a director of
this corporation, and each director of this corporation who is
serving or has served at the request of this corporation, as a
director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan to the fullest extent possible against
expenses, including attorneys' fees, judgments, penalties, fines,
settlements and reasonable expenses actually incurred by such
3
<PAGE>
director or person relating to his conduct as a director of this
corporation or as a director, officer, partner, trustee, employee
or agent of another corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan, except that the
mandatory indemnification required by this sentence shall not apply
(i) to a breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing
violation of the law, (iii) for a transaction from which a director
derived an improper personal benefit, (iv) under Section 496A.44 of the
Iowa Business Corporation Act, or (v) against judgments, penalties,
fines and settlements arising from any proceeding by or in the
right of the corporation, or against expenses in any such case
where such director shall be adjudged liable to the corporation.

ARTICLE X OF THE PARENT COMPANY'S BYLAWS:

ARTICLE X. Indemnification of Directors and Officers.

The Corporation shall indemnify an officer of this corporation, and
each officer of this corporation who is serving or has served at
the request of this corporation, as a director, officer, partner,
trustee, employee or agent of another corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan to
the fullest extent possible against expenses, including attorneys'
fees, judgments, penalties, fines, settlements and reasonable
expenses actually incurred by such director or person relating to
his conduct as a director of this corporation or as a director,
officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan, except that the mandatory indemnification
required by this sentence shall not apply (i) to a breach of the
officers' duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) for a
transaction from which a officer derived an improper personal
benefit, (iv) under Section 496A.44 of the Iowa Business
Corporation Act, or (v) against judgments, penalties, fines and
settlements arising from any proceeding by or in the right of the
corporation, or against expenses in any such case where such
officer shall be adjudged liable to the corporation.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits. The following exhibits are filed as a part of this
Registration Statement:

Exhibit No.

5 Opinion of Brown, Winick, Graves, Gross, Baskerville and
Schoenebaum, P.L.C. to legality of securities being
registered and consent to reference to it in the
Registration Statement.

23.1 The consent of Brown, Winick, Graves, Gross, Baskerville
and Schoenebaum, P.L.C., contained in the opinion submitted
as Exhibit 5 hereto. The consent of Brown, Winick, Graves,
Gross, Baskerville and Schoenebaum, P.L.C., is
incorporated by reference from Exhibit 5 of this
Registration Statement.
4
<PAGE>
23.2 The consent of KPMG Peat Marwick LLP to the incorporation
by reference to the Company's 1997 audited financial
statements from the Company's Form 10-K for its fiscal year
ending December 31, 1997.

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
aggregate, represent a fundamental change to such information in the
Registration Statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment to this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof; and

(3) To remove from registration by means of a post-effective
amendment to this Registration Statement any of the securities being
registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities
5
<PAGE>
(other than the payment by the registrant of the expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
6
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Des Moines, State of Iowa, of the
28th day of January, 1999.

BRENTON BANKS, INC.

By s/C. Robert Brenton

Chairman of the Board of Directors
C. Robert Brenton

Date: January 28, 1999

Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the registrant and in the capacities indicated on this 28th day of
January, 1999.

By s/C. Robert Brenton

Chairman of the Board and Director
C. Robert Brenton
Principal Executive Officer

Date: January 28, 1999

By s/Robert L. DeMeulenaere

President and Director
Robert L. DeMeulenaere
Principal Executive Officer

Date: January 28, 1999

7
<PAGE>

By s/Steven T. Schuler

Chief Financial Officer/Treasurer/Secretary
Steven T. Schuler
Chief Financial Officer
Chief Accounting Officer

Date: January 28, 1999

BOARD OF DIRECTORS

By s/William H. Brenton

William H. Brenton
Date: January 28, 1999

By s/Junius C. Brenton

Junius C. Brenton
Date: January 28, 1999

By s/Gary M. Christensen

Gary M. Christensen
Date: January 28, 1999

By s/Robert J. Currey

Robert J. Currey
Date: January 28, 1999

By s/Robert C. Carr

Robert C. Carr
Date: January 28, 1999

8
<PAGE>
BRENTON BANKS, INC.
EXHIBIT INDEX

Exhibit Table Page Number in
Number Exhibit Sequential System

5 Opinion of Brown, Winick, Graves, Gross, 10
Baskerville and Schoenebaum, P.L.C., to
legality of securities being registered and
consent to reference to it in the Registration
Statement.

23.1 The consent of Brown, Winick, Graves, Gross, 13
Baskerville and Schoenebaum, P.L.C., contained
in the opinion submitted as Exhibit 5 hereto.
The consent of Brown, Winick, Graves, Gross,
Baskerville and Schoenebaum, P.L.C., is
incorporated by reference from Exhibit 5 of
this Registration Statement.

23.2 The consent of KPMG Peat Marwick LLP to the 14
incorporation by reference to the Company's 1997
audited financial statements from the Company's
Form 10-K for its fiscal year ending December 31,
1997.
9

<PAGE>
EXHIBIT 5

Opinion of Brown, Winick, Graves, Gross, Baskerville and
Schoenebaum, P.L.C., to legality of securities being registered
and consent to reference to it in the Registration Statement.

10
<PAGE>
<TABLE>
Brown, Winick, Graves, Gross
Baskerville and Schoenbaum, P.L.C.
Attorneys at Law
<CAPTION>
<S> <C> <C> <C>
Suite 1100 Marvin Winick Daniel L. Stockdale William E. Hanigan
Two Ruan Center Richard W. Baskerville Thomas D. Johnson William R. Gustoff
601 Locust Street Bruce Graves Charles J. Krogmeier Sean P. Conboy
Des Moines, Iowa 50309-3765 Steven C. Schoenebaum Christopher R. Sackett Danielle K. Dixon
Harold N. Schneebeck Sean P. Moore Christine B. Long
Telephone (515) 242-2400 Paul D. Hietbrink Nancy S. Boyd
Facsimile (515) 283-0231 William C. Brown James L. Pray
Richard K. Updegraff Brenton D. Soderstrum Brett J. Trout
Office in: Jill Thompson Hansen Brett J. Trout Patents & Trademarks
Pella, Iowa Paul E. Carey Fred L. Morris
Douglas E. Gross Michael D. Treinen
John D. Hunter Miranda L. Hughes
James H. Gilliam Duane P. Hagerty Of Counsel
Robert D. Andeweg Deborah J. Schmudlach John G. Fletcher
Alice Eastman Helle Timothy J. Fox Walter R. Brown
</TABLE>

January 27, 1999

Brenton Banks, Inc.
Suite 200, Capital Square
400 Locust Street
Des Moines, IA 50309

RE: 1996 Stock Option Plan

Dear Sirs:

As counsel for Brenton Banks, Inc. (the "Company"), we furnish the following
opinion in connection with the proposed issuance by the Company of 1,331,000
shares of its common stock, par value $2.50 per share (the "Common Stock"),
pursuant to its 1996 Stock Option Plan (the "Plan"). These securities are
the subject of the Registration Statement to be filed by the Company with
the Securities and Exchange Commission on Form S-8 under the Securities Act
of 1933, as amended (the "1933 Act"), to which this opinion is to be
attached as an exhibit.

We have examined the Charter and Bylaws of the Company, the minutes of the
meetings of its Board of Directors and Shareholders and such other corporate
records of the Company and other documents, and we have made such examinations
of law as we deem relevant relating to the authorization and issuance of
capital stock. Based upon such examination, it is our opinion that:

1. The Company is a corporation validly existing and in good
standing under the laws of the State of Iowa and has
authorized capital stock consisting of 50,000,000 shares of
Common Stock, par value $2.50 per share, and 500,000 shares
of Preferred Stock, par value $1.00 per share.

2. That of the 1,331,000 shares of Common Stock of the Company,
$2.50 par value, which are currently being registered
pursuant to the Registration Statement, those shares which
have not been previously issued by the Company are validly
authorized
11
<PAGE>
January 27, 1999
Page 2

and are or may be legally and validly issued in accordance with
the Company's Articles and Bylaws, and when so issued and duly
delivered against payment therefore pursuant to the Plan as
contemplated by the Registration Statement, such shares are or
will be validly issued, fully paid, and non-assessable.

This Firm does not render any opinion under shares purchased upon the open
market pursuant to the provisions of the Plan. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement which is
about to be filed with the Securities and Exchange Commission.

BROWN, WINICK, GRAVES, GROSS,
BASKERVILLE & SCHOENEBAUM, P.L.C.

John D. Hunter
Member for the Firm

<PAGE>
EXHIBIT 23.1

The consent of Brown, Winick, Graves, Gross, Baskerville
and Schoenebaum, P.L.C., contained in the opinion submitted
as Exhibit 5 hereto. The consent of Brown, Winick, Graves,
Gross, Baskerville and Schoenebaum, P.L.C., is
incorporated by reference from Exhibit 5 of this Registration
Statement.
13

<PAGE>

EXHIBIT 23.2

The consent of KPMG Peat Marwick LLP to the incorporation
by reference to the Company's 1997 audited financial
statements from the Company's Form 10-K for its fiscal year
ending December 31, 1997.
14
<PAGE>
Auditors' Consent

The Board of Directors
Brenton Banks, Inc.:

We consent to incorporation by reference in Registration Statement
on Form S-8 of Brenton Banks, Inc. of our report dated January 30,
1998, relating to the consolidated statements of condition of
Brenton Banks, Inc. and subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of operations,
changes in common stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 annual report on
Form 10-K of Brenton Banks, Inc.

KPMG Peat Marwick
Des Moines, Iowa
January 27, 1999
15