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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
CNB Bancshares, Inc.
------------------------------------
(Name of Issuer)
Common Stock
------------------------------------
(Title of Class of Securities)
126126101
------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement. [_] (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5
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- ----------------------- ---------------------
CUSIP NO. 126126101 13G PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CNB Bancshares, Inc.
35-1568731
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 Incorporated in the State of Indiana
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 1,415,492
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
85,550
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 1,856,600
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
163,490
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,061,532
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
11.52%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC (Parent Holding Company)
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5
Item 1(a) Name of Issuer:
See Item 1 on page 2
Item 1(b) Address of Issuer's Principal Executive Offices:
20 N.W. Third Street
Evansville, IN 47739-0001
Item 2(a) Name of Person Filing:
See Item 1 on page 2
Item 2(b) Address of Principal Business Office, or if none, Residence:
See Item 1(b) above
Item 2(c) Citizenship:
An Indiana Corporation
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
126126101
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a ....
(g) [X] Parent Holding Company
Item 4. Ownership.
(a) Amount Beneficially Owned:
See Item 9 on page 2
(b) Percent of Class:
See Item 11 on page 2
(c) Number of shares as to which such person
has:
(1) sole power to vote or to direct the vote:
See Item 5 on page 2
(2) shared power to vote or to direct the vote:
See Item 6 on page 2
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Page 4 of 5
(3) sole power to dispose or to
direct the disposition of:
See Item 7 on page 2
(4) shared power to dispose or to
direct the disposition of:
See Item 8 on page 2
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
CNB Bancshares, Inc. itself holds no shares as record
owner. However, subsidiaries of CNB Bancshares, Inc. hold shares
in various fiduciary capacities and, by virtue of sole or shared
voting or investment power in respect of such shares, are deemed
to own them beneficially. As parent of its subsidiary, CNB
Bancshares, Inc. may be deemed to share voting power or
investment power, or both, as to all shares beneficially owned by
those subsidiaries and therefore may be deemed a beneficial owner
of all such shares. All subsidiaries of CNB Bancshares, Inc. that
are being reported on by the holding company are classified as
"Banks (BK)".
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
<PAGE>
Page 5 of 5
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
/s/ Randall L. Braun
--------------------------------------
Randall L. Braun, Vice President
CNB Bancshares, Inc.
After the reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
February 2, 1996
--------------------------------------
Date
/s/ Randall L. Braun
-------------------------------------
Randall L. Braun, Vice President
CNB Bancshares, Inc.
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission.
Attention: Intentional misstatement or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
<PAGE>
Page 5 of 5
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
/s/ RANDALL L. BRAUN
--------------------------------------
Randall L. Braun, Vice President
CNB Bancshares, Inc.
After the reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
February 2, 1996
--------------------------------------
Date
/s/ RANDALL L. BRAUN
--------------------------------------
Randall L. Braun, Vice President
CNB Bancshares, Inc.
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission.
Attention: Intentional misstatement or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
