THIS CONFORMING PAPER FORMAT IS BEING SUBMITTED
PURSUANT TO RULE 901(d) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QA
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1994 Commission file number 0-16878
CBT CORPORATION
(Exact name of registrant as specified in its charter)
Kentucky 61-1030727
(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 Broadway, Paducah, Kentucky 42001
(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (502) 575-5100
Indicate by check mark whether the registrant (1) has filed
all reports required to be filled by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes 1 No .
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding at August 10, 1994
Common Stock, No Par Value 3,963,079
(There are 40 pages contained in this document.)
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
(a.) The exhibits set out on the Exhibit Index included
as page 22 of this report are furnished as a part of this
report.
(b.) The following reports on Form 8-K were filed
during the quarter ended June 30, 1994:
Form 8-K dated April 20, 1994, was filed by CBT
Corporation on April 23, 1994 reporting the
preliminary operating results for CBT Corporation
for the quarter ended March 31, 1994.
Form 8-K dated May 31, 1994 was filed by CBT
Corporation reporting the acquisition of BMC
Bankcorp, Inc. The following financial statements
were filed as a part of such report:
FINANCIAL STATEMENTS OF BMC BANKCORP, INC.
Independent Auditor's Report
Consolidated Balance sheets for the years
ended December 31, 1992, and 1993
Consolidated Statements of Income for the
years ended December 31, 1991, 1992, and
1993
Consolidated Changes in Stockholder's Equity
for the years ended December 31, 1991, 1992,
and 1993
Consolidated Statements of Cash Flows for the
years ended December 31, 1991, 1992, and
1993
Notes to Consolidated Financial Statements
for the years ended December 31, 1991, 1992,
and 1993
Consolidated Balance Sheets for the periods
ended March 31, 1993, and 1994 (unaudited)
Consolidated Statements of Income for the
periods ended March 31, 1993, and 1994 (unaudited)
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF CBT CORPORATION
Pro Forma Consolidated Balance Sheet for the
period ended March 31, 1994 (unaudited)
Pro Forma Statements of Income for the years
ended December 31, 1991, 1992, and 1993,
and for the periods ended March 31, 1993, and
1994 (unaudited)
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 undersigned thereunto duly authorized.
CBT CORPORATION
DATE: September 6, 1994 SIGNED: /s/ John E. Sircy
John E. Sircy
Executive Vice President
and Chief Operating Officer
<TABLE>
<S> <C> <C>
EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
NUMBER DESCRIPTION PAGE
2 Agreement and Plan of Reorganization, Plan of
Merger, and Stock Option Agreement,
between CBT Corporation and BMC Bankcorp, Inc.,
each dated January 10, 1994 and are incorporated
by reference to Exhibit 2 of Form 8-K of
CBT Corporation dated January 10, 1994.
4(a) Articles of Incorporation of CBT Corporation,
as amended. 24-40
4(b) By-Laws of CBT Corporation are incorporated
by reference to Exhibit 3, to the Registration
Statement on Form S-14, of CBT Corporation
(Registration No. 2-83583).
10(a) **CBT Corporation 1986 Stock Option Plan
incorporated by reference to Exhibit 4, of
Registration Statement on From S-8 of CBT
Corporation (Registration No. 33-28512).
10(b) **CBT Corporation 1993 Stock Option Plan
incorporated by reference to Form 10-Q
of CBT Corporation dated March 31, 1993.
10(c) **Salary Continuance Agreement, incorporated
by reference to Exhibit 10(c) of the Form 10-K
of CBT Corporation for the year ended December
31, 1990.
10(d) **Incentive Compensation Plans, incorporated
by reference to Exhibit 10(d) of the Form 10-K of
CBT Corporation for the year ended December 31,
1990.
10(e) Agreement to Purchase Assets and Assume
Liabilities dated February 1, 1993, among Union Planters
Corporation, Security Trust Savings and Loan
Association, and CBT Corporation is incorporated
by reference to Exhibit 10(e) of the Form 10-K of
CBT Corporation for the year ended December 31, 1992.
10(f) Plan of Exchange and Share Exchange Agreement
dated July 19, 1993, between CBT Corporation and
Pennyrile Bancshares, Inc. are incorporated by
reference to Exhibit 2, of the Registration
Statement on Form S-4 of CBT Corporation dated
September 30, 1993 [File No. 33-69644].
10(g) Agreement and Plan of Reorganization and Plan
of Merger dated January 10, 1994, between CBT
Corporation, CBT Acquisition Corporation, and BMC
Bankcorp, Inc. are incorporated by reference to
Exhibits 2(a) and (b) of Form 8-K of CBT Corporation dated
January 10, 1994.
</TABLE>
** Denotes management contracts or compensatory plans or
arrangements required to be filed as exhibits to this Form 10-Q.
ARTICLES OF INCORPORATION
OF
CBT CORPORATION
ARTICLE I
The name of the Corporation shall be CBT Corporation.
ARTICLE II
The principal office and place of business of the
Corporation shall be located at 333 Broadway, in the City of
Paducah, McCracken County, Kentucky, which shall also be its
registered office, and the president of the Corporation, Patrick
J. Cvengros, whose address is 333 Broadway, Paducah, Kentucky,
shall be its registered agent.
ARTICLE III
The corporate purposes and powers and the nature of the
business proposed to be transacted by the Corporation, and the
purposes for which it is organized are as follows:
1. To sell, convey, mortgage, pledge, lease, exchange,
transfer and otherwise dispose of all or any part of its property
and assets.
2. To act as agent, broker, or attorney-in-fact for others
for any purpose whatsoever.
3. To purchase, take, receive, subscribe for and otherwise
acquire, own, hold, vote, use, employ, sell, mortgage, discount,
lend upon, pledge, hypothecate, and otherwise dispose of, use and
deal in and with, shares and any and all other interests in
promissory notes, bills of exchange, trade acceptances and other
obligations of itself or other corporations (whether domestic or
foreign), associations, partnerships or individuals, firms,
trusts or persons, public or private, and direct or indirect
obligations of the United States or any other governmental
instrumentality, as owner thereof, and to possess and exercise
all the rights, powers and privileges of ownership and to do any
and all acts and things necessary or advisable for the
preservation, protection, improvement and enhancement in value
thereof.
4. To purchase, lease, or otherwise acquire, sell and
exchange real estate, as well as to hold, develop, mortgage and
convey real estate in any state of the United States, and to
purchase, lease, or otherwise acquire all kinds of personal
property in this state or in any other state of the United States
which the corporation may deem necessary for the purpose of its
business.
5. To acquire, hold, possess, use, occupy and enjoy all
real and personal property, goods, chattels, necessary for the
transaction of its business, or which may be pledged or conveyed
to it as security for any debt, judgment or decree, and sell and
convey or otherwise dispose thereof as a natural person, or as
provided by law.
6. To purchase or otherwise acquire, hold, sell, pledge,
transfer or otherwise dispose of, and to re-issue or cancel the
shares of its own capital stock or any securities or other
obligations of the Corporation in the manner and to the full
extent now or hereafter permitted by the Laws of the Commonwealth
of Kentucky.
7. To pay pensions and establish pension plans, pension
trusts, profit sharing plans, stock bonus plans, stock option
plans, and other incentive plans for any or all of its directors,
officers and employees.
8. To enter into, make, perform and carry out contracts of
every kind with persons, firms, associations, corporations,
private, public or municipal or body politic, and with the
government of the United States, or with the government of any
state.
9. To acquire, in whole or in part the stock, assets,
property, rights and goodwill of any corporation, association,
partnership or individual and to assume and agree to pay the
whole or any part of the liabilities and obligations of the
transferor.
10. To such extent as a corporation organized under the
Kentucky Business Corporation Act of the Kentucky Revised
Statutes may now or hereafter lawfully do, either as principal or
agent, and either alone or in connection with other corporations,
firms or individuals to do all and everything necessary,
suitable, convenient or proper for, or in connection with, or
incident to, the accomplishment of any of the purposes, or the
attainment of any one or more of the objects herein enumerated,
or designed directly or indirectly to promote the interests of
the corporation, or to enhance the value of its properties, and,
in general, to do any and all things and exercise any and all
powers, rights and privileges which a corporation may now or
hereafter be organized to do, or to exercise under the Kentucky
Business Corporation Act or under any laws amendatory thereof,
supplemental thereto, or substituted therefor, and to do any or
all of the things hereinabove set forth to the same extent as
natural persons might or could do.
The foregoing clauses shall be construed as powers, as well
as objects and purposes, and the matters expressed in each clause
shall, unless herein otherwise expressly provided, be in no way
limited by references to or inference from the terms of any other
clause, but shall be regarded as independent objects, purposes
and powers, and the enumeration of specific objects, purposes and
powers shall not be construed to limit or restrict in any manner
the meaning of general terms or the general powers of the
Corporation; nor shall the expression of one thing be deemed to
exclude another not expressed, although it be of like nature.
11. To do all and everything necessary, suitable,
convenient, or proper for the accomplishment of any of the
purposes or the attainment of any one or more of the objects
herein enumerated in connection with the transaction of a general
banking and trust business, or incidental to the powers herein
enumerated for which, at any time, it may appear conducive or
expedient for the protection and benefit of this corporation,
either as holder of or interested in any property or otherwise,
with all the powers now or hereafter conferred under the laws of
Kentucky upon like corporations.
12. To make and accept charges or commissions for any and
all services.
13. To engage in the transaction of any and all lawful
business for which corporations
may be incorporated under the laws of Kentucky, including, but
not limited to, acquiring,
purchasing, owning and controlling firms, businesses,
associations, companies and corporations of every description,
including but not limited to, banking corporations, and to
exercise any and all powers that corporations have and may now or
hereafter experience under the Kentucky Business Corporation Act,
whether or not specifically enumerated herein.
ARTICLE IV
The duration of the corporation shall be perpetual.
ARTICLE V
The maximum indebtedness of the corporation shall be
unlimited within the limits of the law. The Board of Directors
of the Corporation may, from time to time, distribute to its
stockholders out of capital surplus of the Corporation, a portion
of its assets in cash or property.
ARTICLE VI
The amount of authorized capital stock of the corporation is
600,000 common shares of no par value.
The corporation will not issue fractional shares, but will
handle any fraction of a share according to the law of Kentucky.
ARTICLE VII
Without the prior affirmative vote of not less than 67
percent of the outstanding common shares at a meeting of the
corporation's stockholders, the corporation shall not become a
party to, or enter into (i) any sale, exchange, lease, transfer
or other disposition (in a single transaction or a series of
related transactions), of all or substantially all of the
business or assets of the Corporation, or (ii) any merger or
consolidation of the Corporation into or with any other
corporation, or (iii) any amendment, alteration or repeal of this
Article VII.
ARTICLE VIII
The affairs of the corporation shall be managed and
conducted by a Board of Directors of not less than five nor more
than twenty-five. At each annual meeting the shareholders shall
elect directors to hold office until the next annual meeting and
until their successors are elected, qualified and accept office.
The affairs of the corporation are to be managed and conducted by
the initial board of eleven directors, the names and addresses of
which are as follows:
E. M. Bailey 3949 Pines Road
Paducah, Kentucky
William R. Black 300 North 38th Street
Paducah, Kentucky
Irving P. Bright, Jr. 701 Windsor Woods Court
Paducah, Kentucky
Patrick J. Cvengros 124 Cardinal Lane
Paducah, Kentucky
A. B. Fendley 100 Country Club Lane
Paducah, Kentucky
Howard Z. Gray 4050 Magnolia Drive
Paducah, Kentucky
Louis D. Myre, M.D. 4005 Pines Road
Paducah, Kentucky
Marshall E. Nemer 429 Minerva Place
Paducah, Kentucky
T. A. Paxton 898 Friedman Lane
Paducah, Kentucky
Robert P. Petter 4230 Blandville Road
Paducah, Kentucky
Allan R. Rhodes 417 South Fourth Street
Paducah, Kentucky
1. The number of directors may be increased or decreased
within the limits herein specified from time to time in the
manner prescribed in the By-Laws of the corporation, but no
decrease shall have the effect of shortening the term of any
incumbent director.
2. A majority of the Board of Directors shall be necessary
to constitute a quorum for the transaction of business except as
to those items which require a larger number in the By-Laws or by
law.
3. Regular meetings of the Board of Directors shall be
held as prescribed in the By-Laws of the corporation.
4. The Board of Directors shall have the power to fix the
compensation of and to prescribe the duties of the officers of
the corporation and to make, and from time to time alter or
amend, all By-Laws that may be proper for the general regulation
of the business of the corporation.
ARTICLE IX
The private property of directors and shareholders shall not
be subject to debts of the corporation.
ARTICLE X
Except as set forth in Article VII hereof, the corporation
reserves the right to amend, alter or repeal any provision of
these Articles in the manner now or hereafter prescribed bylaw.
ARTICLE XI
The name and address of the incorporator is Patrick J.
Cvengros, 333 Broadway, Paducah, Kentucky.
IN TESTIMONY WHEREOF, witness the signatures of the
incorporator, this 28th day of February, 1983.
Patrick J. Cvengros
PATRICK J. CVENGROS, INCORPORATOR
STATE OF KENTUCKY )
: ss.
COUNTY OF McCRACKEN )
I, a Notary Public, in and for the State and County
aforesaid, do hereby certify that the foregoing Articles of
Incorporation of CBT Corporation, were this day produced before
me in the State and County aforesaid, and were signed and
acknowledged by Patrick J. Cvengros, as the Incorporator thereof,
to be his free act and voluntary deed.
Witness my hand and Notarial Seal this 28th day of February,
1983.
My commission expires: June 17, 1984
Carol S. Sloan
NOTARY PUBLIC
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CBT CORPORATION
Patrick J. Cvengros, President, and Howard Z. Gray,
Secretary, of CBT CORPORATION, a Kentucky corporation, with its
principal office located at 333 Broadway, Paducah, Kentucky, do
hereby certify that a meeting of the holders of the shares of the
said corporation entitled to vote on the proposal to amend the
Articles of Incorporation thereof, as contained in the following
resolution, was duly called upon notice of the specific purpose
and held on the 20th day of March, 1984, at which meeting a
quorum of the shareholders of the corporation were present in
person or by proxy; and that by affirmative vote of a majority of
the shares, the following resolution was adopted to amend the
Articles of Incorporation of CBT Corporation:
BE IT RESOLVED, that Article VI of the Articles of
Incorporation of
CBT Corporation, filed and recorded March 1, 1983, be and
the same
is hereby amended in its entirety to read as follows:
ARTICLE VI
The amount of the presently authorized capital stock of
the corporation is 600,000 common shares of no-par value.
By appropriate action of the Board
of Directors followed by a vote of approval of the
stockholders at the annual meeting of the corporation,
March 20, 1984, the corporation's authorized capital
stock was increased by an additional 600,000 of common
shares of no-par value, making a total of authorized
capital stock of the corporation of 1,200,000 of no-
par value.
The corporation will not issue fractional shares, but
will handle any fraction of a share according to the law
of Kentucky.
IN WITNESS WHEREOF, said Patrick J. Cvengros, President, and
Howard Z. Gray, Secretary, of CBT Corporation, have hereunto
subscribed their names on this the 27th day of March 1984.
Patrick J. Cvengros
PATRICK J. CVENGROS, PRESIDENT
Howard Z. Gray
HOWARD Z. GRAY, SECRETARY
STATE OF KENTUCKY )
: ss.
COUNTY OF McCRACKEN )
I, Carol S. Sloan, a Notary Public, in and for the county
and state aforesaid, hereby certify that the foregoing Articles
of Amendment were this day produced before me in my county and
state aforesaid and were signed and acknowledged before me by
PATRICK J. CVENGROS and HOWARD Z. GRAY who declared that they are
the president and secretary, respectively, of CBT Corporation;
that they signed the foregoing document as president and
secretary on behalf of the corporation for all the purposes
therein contained and according to law; and that the statements
contained therein are true.
Given under my hand and seal of office on this the 27th day
of March, 1984.
Carol S. Sloan
NOTARY PUBLIC
McCRACKEN COUNTY, KENTUCKY
My commission expires:
June 17, 1984
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CBT CORPORATION
Patrick J. Cvengros, President, and David W. Newell,
Secretary, of CBT CORPORATION, a Kentucky corporation, with its
principal office located at 333 Broadway, Paducah, Kentucky, do
hereby certify that a meeting of the holders of the shares of the
said corporation entitled to vote on the proposal to amend the
Articles of Incorporation thereof, as contained in the following
resolution, was duly called upon notice of the specific purpose
and held on the 17th day of March, 1987, at which meeting a
quorum of the shareholders of the corporation were present in
person or by proxy; and that by affirmative vote of a majority of
the shares, the following resolution was adopted to amend the
Articles of Incorporation of CBT Corporation:
BE IT RESOLVED, that The Board of Directors of CBT
Corporation recommends to the corporation's stockholders that
Article VI of the Articles of Incorporation of CBT Corporation,
filed and recorded April 24, 1984, be amended in its entirety to
read as follows:
ARTICLE VI
The amount of the presently authorized capital stock of
the corporation is 1,200,000 common shares of no-par value.
By appropriate action of the Board of Directors followed by
a vote of approval of the stockholders at the annual
meeting of the corporation, March 17, 1987, the
corporation's authorized capital stock be, and it is
increased by an additional 1,200,000 common shares of no-
par value, making a total of authorized capital stock of the
corporation of 2,400,000 common shares of no-par value.
The corporation will not issue fractional shares, but
will handle any fraction of a share according to the law
of Kentucky.
IN WITNESS WHEREOF, said Patrick J. Cvengros, President, and
David W. Newell,
Secretary, of CBT Corporation, have hereunto subscribed their
names on the 31st day of March, 1987.
Patrick J. Cvengros
PATRICK J. CVENGROS, PRESIDENT
David W. Newell
DAVID W. NEWELL, SECRETARY
I, Carol S. Sloan, a Notary Public, in and for the county
and state aforesaid, hereby certify that the foregoing Articles
of Amendment were this day produced before me in my county and
state aforesaid, and was signed and acknowledged before me by
PATRICK J. CVENGROS and DAVID W. NEWELL who declared that they
are the president and secretary, respectively, of CBT
Corporation; that they signed the foregoing document as president
and secretary on behalf of the corporation for all the purposes
therein contained and according to law; and that the statements
contained therein are true.
Given under my hand and seal of office on this the 31st day
of March, 1987.
Carol S. Sloan
NOTARY PUBLIC
McCRACKEN COUNTY, KENTUCKY
My commission expires:
June 17, 1988
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CBT CORPORATION
Patrick J. Cvengros, President, and David W. Newell,
Secretary of CBT Corporation, a Kentucky corporation with its
principal offices located at 333 Broadway, Paducah, Kentucky, do
hereby certify that the Board of Directors of CBT Corporation at
its regular meeting January 19, 1989, unanimously adopted a
resolution recommending to the stockholders of the corporation to
consider and approve an amendment to the Articles of
Incorporation to include an new Article XII. The test of Article
XII as presented to the stockholders for adoption is set forth as
follows:
ARTICLE XII
No director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for a
breach of his duties as a director except for liability:
(a) for any transaction in which the director's
personal financial interest is in conflict with the
financial interest of the corporation or its stockholders;
(b) for acts or omissions not in good faith or which
involve intentional misconduct or are known to the director
to be a violation of law;
(c) for distributions made in violation of the
Kentucky Revised Statutes; or
(d) for any transaction from which the director
derives an improper personal benefit.
If the Kentucky Revised Statutes are amended after
approval by the stockholders of this Article to authorize
corporate action further eliminating or limiting the
personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited
to the fullest extent permitted by the Kentucky Revised Statutes,
as so amended. Any repeal or modification of this Article XII
by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.
We further certify that at the time of the annual meeting of
the stockholders of CBT Corporation held at the corporation's
principal offices April 18, 1989, the corporation had authorized
and outstanding 1,681,092 shares, all of which were entitled to
vote. At the meeting shareholders voting in person or by proxy
were 1,556,616 shares voting on the proposed amendment. The
shareholders approved the amendment by a vote of 1,488,166 shares
voting for the amendment and 68,450 voting against the amendment.
IN WITNESS WHEREOF, said Patrick J. Cvengros, President, and
David W. Newell, Secretary, of CBT Corporation, have hereunto
subscribed their names on the 2nd day of May, 1989.
Patrick J. Cvengros
PATRICK J. CVENGROS, PRESIDENT
David W. Newell
DAVID W. NEWELL, SECRETARY
I, Carol S. Sloan, a Notary Public, in and for the county
and state aforesaid, hereby certify that the foregoing Articles
of Amendment were this day produced before me in my county and
state aforesaid, and was signed and acknowledged before me by
PATRICK J. CVENGROS and DAVID W. NEWELL who declared that they
are the president and secretary, respectively, of CBT
Corporation; that they signed the foregoing document as president
and secretary on behalf of the corporation for all the purposes
therein contained and according to law; and that the statements
contained therein are true.
Given under my hand and seal of office on this the 2nd day
of May, 1989.
Carol S. Sloan
NOTARY PUBLIC
McCRACKEN COUNTY, KENTUCKY
My commission expires:
7-18-92
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
CBT CORPORATION
Pursuant to KRS 271B.10-060, the undersigned corporation
executes these articles of amendment to its articles of
incorporation:
(A) The name of the corporation is CBT Corporation.
(B) The following amendment to the articles of
incorporation was adopted by the shareholders of the corporation
on April 2, 1992, in the manner prescribed by the Kentucky
Business Corporation Act:
The amount of authorized capital stock of the
Corporation is presently 2,400,000 Common Shares
having no par value. By
appropriate action of the Board of
Directors on March 18, 1992, and upon
vote and approval of the stockholders
at the Corporation's Annual Meeting on
April 21, 1992, the authorized capital stock is
increased to 4,000,000
Common Shares having no par value.
The Corporation will not issue fractional shares, but
will handle any fraction of a share according
to the law of Kentucky.
(C) The designation, number of outstanding shares, number
of votes entitled to be cast by each voting group entitled to
vote separately on the amendment, and number of votes of each
voting group indisputably represented at the meeting, were as
follows:
<TABLE>
<S> <C> <C> <C>
Designation of Number of Out- Number of Votes Number of Votes
Voting Group standing Shares Entitled to be Cast Represented at Meeting
Common Stock 1,681,092 1,681,092 1,503,520
</TABLE>
(D) The total number of undisputed votes cast for the
amendment by the sole voting group was 1,459,647. The number
cast for the amendment by the voting group was sufficient for
approval by the voting group.
IN WITNESS WHEREOF, the undersigned duly authorized officer
has executed these articles of amendment on this the 5th day of
May, 1992.
CBT CORPORATION
By: William J. Jones
WILLIAM J. JONES,
President
By: Eddie L. Holman
EDDIE L. HOLMAN,
Secretary
I, Carol S. Sloan, a Notary Public, in and for the county
and state aforesaid, hereby certify that the foregoing Articles
of Amendment were this day produced before me in my county and
state aforesaid, and was signed and acknowledged before me by
WILLIAM J. JONES and EDDIE L. HOLMAN, who declared that they are
the president and secretary, respectively, of CBT CORPORATION;
that they signed the foregoing document as president and
secretary on behalf of the corporation for all the purposes
therein contained and according to law; and that the statements
contained therein are true.
Given under my hand and seal of office on this the 5th day
of May, 1992.
Carol S. Sloan
NOTARY PUBLIC
My commission expires:
7-18-92
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CBT CORPORATION
Pursuant to the provisions of KRS 271B.10-060, the
undersigned corporation executes these Articles of Amendment to
its Articles of Incorporation:
FIRST: The name of the corporation is CBT Corporation.
SECOND: Amendments to Article VI of the Articles of
Incorporation [i] to increase to 6,000,000 the number of shares
of authorized capital stock and [ii] to eliminate existing
preemptive rights on the capital stock, were adopted by the
shareholders of the corporation in the manner prescribed by the
Kentucky Business Corporation Act. The text of Article VI of the
corporation's articles of incorporation, as amended, is as
follows:
ARTICLE VI
The amount of authorized capital stock of the
Corporation is 6,000,000
common shares of no par value. Shareholders of the
Corporation shall not have a
preemptive right to acquire additional shares of the
Corporation's common stock.
The Corporation will not issue fractional shares, but
will handle any fraction
of a share according to the law of Kentucky.
THIRD: The amendments do not provide for an exchange,
reclassification or classification or cancellation of issued
shares.
FOURTH: The date of the adoption of the amendments by the
shareholders of the corporation was April 20, 1993.
FIFTH: The designation and number of outstanding shares,
the number of votes entitled to be cast by the sole voting group
entitled to vote separately on the amendments, and the number of
votes of the sole voting group indisputably represented at the
meeting is as follows:
Designation Number of Votes Number of Votes
and Entitled to be Indisputably
Number of Cast by Sole Represented
Outstanding Shares Voting Group at the Meeting
2,521,638 shares 2,521,638 2,310,989
Common Stock
SIXTH: The total number of undisputed votes cast by the
sole voting group for the amendment to increase the number of
shares to authorized capital stock was 2,006,533. The number
cast for the amendment by the sole voting group was sufficient
for approval by that voting group.
The total number of undisputed votes cast by the sole voting
group for the amendment to eliminate existing preemptive rights
was 1,890,543. The number cast for the amendment by the sole
voting group was sufficient for approval by that voting group.
Dated as of the 7 day of May, 1993.
CBT CORPORATION
By William J. Jones
William J. Jones, President
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CBT CORPORATION
Pursuant to the provisions of KRS 271B.10-060, the
undersigned corporation executes these Articles of Amendment to
its Articles of Incorporation:
FIRST: The name of the corporation is CBT Corporation.
SECOND: An amendment to Article VI of the Articles of
Incorporation to increase to 12,000,000 the number of shares of
authorized capital stock was adopted by the shareholders of the
corporation in the manner prescribed by the Kentucky Business
Corporation Act. The test of Article VI of the corporation's
articles of incorporation, as amended, is as follows:
ARTICLE VI
The amount of authorized capital stock of the
Corporation is 12,000,000 common shares of no par value.
Shareholders of the Corporation shall not have a
preemptive right to acquire additional shares of the
Corporation's common stock.
The Corporation will not issue fractional shares, but
will handle any fraction of a share according to the law
of Kentucky.
THIRD: The amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
FOURTH: The date of the adoption of the amendment by the
shareholders of the corporation was April 19, 1994.
FIFTH: The designation and number of outstanding shares,
the number of votes entitled to be cast by the sole voting group
entitled to vote separately on the amendment, and the number of
votes of the sole voting group indisputably represented at the
meeting is as follows:
<TABLE>
<S> <C> <C>
Designation Number of Votes Number of Votes
and Entitled to be Indisputably
Number of Cast by Sole Represented
Outstanding Shares Voting Group at the Meeting
2,767,519 shares 2,767,519 2,428,307
Common Stock
</TABLE>
SIXTH: The total number of undisputed votes cast by the
sole voting group for the amendment was 2,209,207. The number
cast for the amendment by the sole voting group was sufficient
for approval by that voting group.
Dated as of the 27th day of May, 1994.
CBT CORPORATION
By William J. Jones
William J. Jones, President
_______________________________
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