CB&T INC
15-12G, 1998-07-09
STATE COMMERCIAL BANKS
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<PAGE>   1

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 15


           Certification and Notice of Termination of Registration
          under Section 12(g) of the Securities Exchange Act of 1934
           or Suspension of Duty to File Reports Under Sections 13
               and 15(d) of the Securities Exchange Act of 1934.


                     COMMISSION FILE NO. 0-10669

                                   CB&T, INC.
            (Exact name of registrant as specified in its charter)

                              101 EAST MAIN STREET
                          McMINNVILLE, TENNESSEE 37110
                                 (931) 473-2147
         (Address, including zip code and telephone number, including
           area code, of registrant's principal executive offices)
                                      

                         COMMON STOCK, $2.50 PAR VALUE
           (Title of each class of securities covered by this Form)
                                      
                                      N/A
          (Titles of all other classes of securities for which a duty
            to file reports under section 13(a) or 15(d) remains)


        Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)    [X]        Rule 12h-3(b)(1)(ii)     [ ]
     Rule 12g-4(a)(1)(ii)   [ ]        Rule 12h-3(b)(2)(i)      [ ]
     Rule 12g-4(a)(2)(i)    [ ]        Rule 12h-3(b)(2)(ii)     [ ]
     Rule 12g-4(a)(2)(ii)   [ ]        Rule 15d-6               [ ]
     Rule 12h-3(b)(1)(i)    [ ]        
                               
        Approximate number of holders of record as of the certification or
notice date:  

NONE, FOLLOWING THE EFFECTIVE TIME OF THE REGISTRANT'S ACQUISITION BY UNION
PLANTERS CORPORATION PURSUANT TO THE REGISTRANT'S MERGER WITH AND INTO UNION
PLANTERS HOLDING CORPORATION, A WHOLLY OWNED SUBSIDIARY OF UNION PLANTERS
CORPORATION.

        Pursuant to the requirements of the Securities Exchange Act of 1934,
Union Planters Holding Corporation, has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
                                  

Dated:  July 8, 1998            By:  /s/ E. James House, Jr.
                                    --------------------------------------------
                                E. James House, Jr., Secretary of Union Planters
                                Holding Corporation, Successor to the Registrant
                                            
Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person.  The name and title of the
person signing the form shall be typed or printed under the signature.


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