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 September 11, 1996
(Date of earliest event reported)
CNB BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Indiana
(State or other jurisdiction of incorporation)
0-11510 35-1568731
(Commission File Number) (I.R.S. Employer Identification Number)
20 N.W. Third Street, Evansville, Indiana 47739
(Address of principal executive offices) (Zip Code)
812-464-3400
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant
On Wednesday, September 11, 1996, CNB Bancshares, Inc., an Indiana Corporation
(CNB) retained KPMG Peat Marwick LLP as its independent auditors for the fiscal
year ending December 31, 1996, to replace Geo. S. Olive & Co. LLC, the current
auditors of CNB. The decision was recommended by management of CNB and approved
by CNB's Audit Committee following receipt of proposals from various auditing
firms at which time a determination was made to engage KPMG Peat Marwick LLP as
CNB's independent auditors for the 1996 fiscal year.
The reports of Geo. S. Olive & Co. LLC on CNB's consolidated financial
statements for the years ended December 31, 1994 and December 31, 1995 did not
contain an adverse opinion or a disclaimer of opinion, and the reports were not
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of CNB's financial statements for each of the two
fiscal years ended December 31, 1994 and December 31, 1995, and in the
subsequent interim period, there were no unresolved issues, scope restrictions,
unanswered questions or disagreements with Geo. S. Olive & Co. LLC on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of Geo.
S. Olive & Co. LLC would have caused Geo. S. Olive & Co. LLC to make reference
to the matter in their report.
In connection with the audits of CNB's financial statements for each of the two
fiscal years ended December 31, 1994 and December 31, 1995, and the subsequent
interim period:
a) Geo. S. Olive & Co. LLC did not advise CNB that the internal controls
necessary for CNB to develop reliable financial statements do not
exist;
b) Geo. S. Olive & Co. LLC did not advise CNB that information had
come to the attention of Geo. S. Olive & Co. LLC that had led it to
no longer be able to rely on CNB's management representations, or
that had made Geo. S. Olive & Co. LLC unwilling to be associated
with the financial statements prepared by CNB's management;
c) Geo. S. Olive & Co. LLC did not advise CNB that Geo. S. Olive Co.
LLC would need to expand significantly the scope of its audit, or
that information had come to the attention of Geo. S. Olive Co. LLC
during such time period that if further investigated may (i)
materially impact the fairness or reliability of either a previously
issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal
periods subsequent to the date of the most recent financial statements
covered by an audit report (including information that may
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prevent it from rendering an unqualified audit report on those
financial statements) or (ii) cause Geo. S. Olive Co. LLC to be
unwilling to rely on CNB's management representations or be associated
with CNB's consolidated financial statements; and
d) Geo. S. Olive Co. LLC did not advise CNB that information had come to
the attention of Geo. S. Olive Co. LLC of the type described in
Subparagraph (c) above, the issue not being resolved to the
satisfaction of Geo. S. Olive Co. LLC prior to its dismissal.
CNB requested Geo. S. Olive Co. LLC to furnish it a letter addressed to the
Commission stating whether it agrees with the above statements, a copy of which
letter is attached as an exhibit to this Form 8-K.
During fiscal years ended December 31, 1994 and December 31, 1995 and the
subsequent interim period prior to engaging KPMG Peat Marwick LLP, CNB (or
anyone on CNB's behalf) did not consult KPMG Peat Marwick LLP regarding:
(i) either the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion
that might be rendered on CNB's financial statements; and as such no
written report was provided to CNB's and no oral advice was provided
that the new accountant concluded was an important factor considered by
CNB in reaching a decision as to any accounting, auditing or financial
reporting issue, or;
(ii) any matter that was either the subject of a disagreement or a reportable
event.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
(16) Letter of Geo. S. Olive Co. LLC regarding change in certifying
accountant
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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
undersigned hereunto duly authorized.
Date: September 11, 1996
CNB Bancshares, Inc.
(Registrant)
/s/ JOHN R. SPRUILL
John R. Spruill
Executive Vice President & Chief Financial Officer
[GEO S. OLIVE & CO. LLC LETTERHEAD]
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of CNB
Bancshares, Inc. (Commission File Number 0-11510) dated September 11, 1996.
/s/ GEO. S. OLIVE & CO. LLC
Evansville, Indiana
September 13, 1996
