Registration No. 333-14413
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
Post Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________________
CNB BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1568731
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
20 N.W. Third Street, Evansville, Indiana 47739 (812) 464-3400
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
_____________________________
JOHN R. SPRUILL
Executive Vice President
CNB Bancshares, Inc.
20 N.W. Third Street
Evansville, Indiana 47739
(812) 464-3400
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Thomas C. Erb, Esq.
Lewis, Rice & Fingersh, L.C.
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
(314) 444-7600
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed on continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statements for the same offering. [ ] ___________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ___________________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CNB BANCSHARES, INC.
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DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
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PROSPECTUS
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No person has been authorized to give any
information or to make any representations, other
than those contained or incorporated by reference
in this Prospectus and, if given or made, such
information or representations must not be relied
upon as having been authorized by CNB Bancshares,
Inc. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any
circumstances create any implication that there
has been no change in the affairs of the Company
since the date hereof.
==================================================
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PROSPECTUS
700,000 SHARES
CNB BANCSHARES, INC.
COMMON STOCK
(NO PAR VALUE)
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
[R]
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of CNB
Bancshares, Inc., 20 N.W. Third Street, Evansville, Indiana 47739-0001, (812)
464-3400 (the "Company"), provides holders of record of the common stock of the
Company ("Common Stock") with a convenient and simple method of purchasing
additional shares of Common Stock. In addition, purchases under the Plan may be
made at a discount from market value as provided in the Plan.
[/R]
Participants in the Plan may elect to:
a) Reinvest the cash dividends on a specified number or all shares of Common
Stock in additional shares of the Company's Common Stock; and
b) Purchase additional shares of the Company's Common Stock through optional
payments of not less than $50 and up to $5,000 per month.
[R]
The Citizens National Bank of Evansville (the "Administrator") administers the
Plan. The shares of Common Stock for the plan may be purchased either from the
Company, or in open market or negotiated transactions. Purchases made in open
market or negotiated transactions will be made through an agent independent of
the Company (the "Independent Agent").
The price of shares purchased from the Company will be the average of the
closing prices for the Company's shares, as reported on the New York Stock
Exchange ("NYSE"), for the five (5) immediately preceding business days. The
price of shares purchased in open market or negotiated transactions through the
Independent Agent will be the weighted average price at which the shares are
actually purchased less any applicable discount as described in the Plan.
[/R]
This Prospectus relates to 700,000 shares of Common Stock which may be purchased
under the Plan. It is suggested that this Prospectus be retained for future
reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
[R]
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR
BANK DEPOSITS, ARE NOT OBLIGATIONS OF OR GUARANTEED BY ANY
BANKING OR NON-BANKING AFFILIATE OF THE COMPANY AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OF ANY
OTHER GOVERNMENT AGENCY.
_________________________________________________________________
The date of this Prospectus is January 15, 1997.
[/R]
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TABLE OF CONTENTS
AVAILABLE INFORMATION 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 1
USE OF PROCEEDS 1
THE PLAN 2
Purpose 2
Advantages 2
Participation 2
Administration 4
Cost 4
Purchase of Shares 4
Optional Payments 5
[R]
Safekeeping of Stock Certificates 7
Reports to Participants 7
Federal Income Taxes 7
Withdrawal 8
Other Information 9
THE COMPANY 10
COMMISSION POSITION ON INDEMNIFICATION 10
LEGAL OPINIONS AND EXPERTS 11
[/R]
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AVAILABLE INFORMATION
[R]
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files, reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission") which may be
inspected and copied at prescribed rates at the Public Reference section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well
as at the following regional offices of the Commission: Northeast Regional
Office (Suite 1300, 7 World Trade Center, New York, New York 10048); and the
Midwest Regional Office, Suite 1400, (Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661). Such materials may also be obtained from the
Commission through the internet at http://www.sec.gov. In addition, reports,
proxy statements and other information concerning the Company may be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005. This Prospectus does not contain all information set forth in the
Registration Statement relating to the shares offered hereby, which Registration
Statement has been filed by the Company with the Commission under the Securities
Act of 1933 (the "Securities Act").
[/R]
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and information filed by the Company (Commission File
No. 0-11510) with the Securities and Exchange Commission are incorporated herein
by reference:
a) The Company's annual report on Form 10-K for the year ended December 31,
1995;
[R]
b) The Company's quarterly reports on Form 10-Q for the quarters ended March
31, 1996, June 30, 1996 and September 30, 1996;
c) The Company's current report on Form 8-K dated September 11, 1996.
d) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, dated April 1, 1996, filed pursuant
to Section 12 of the Exchange Act.
[/R]
All reports and other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering of the Common Stock offered hereby shall be deemed to be
incorporated by reference herein and to be a part thereof from the date of
filing of such reports and documents.
[R]
The Company undertakes to provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the information, including that described above, which has been
incorporated by reference into the Registration Statement of which this
Prospectus is a part (other than exhibits to such information, unless such
exhibits are specifically incorporated by reference into such information).
Requests should be directed to: Secretary of the Board, CNB Bancshares, Inc.,
20 N.W. Third Street, Evansville, Indiana 47739-0001, telephone number (812)
464-3400.
[/R]
USE OF PROCEEDS
[R]
No determination has been made as to the specific uses of the net proceeds from
the purchase of shares of Common Stock from the Company pursuant to the Plan, in
part because the Company has no precise method of estimating the
number of shares that will be sold over the duration of the Plan, the timing of
the sales of shares, or the prices at which the shares will be sold. The
Company will add such proceeds, if any, to its general funds to be used for the
Company's general corporate purposes. The Company will not receive any proceeds
if purchases of Common Stock for the Plan are made in open market or negotiated
transactions.
[/R]
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THE PLAN
[R]
The following question and answer statements constitute the full provisions of
the Dividend Reinvestment and Stock Purchase Plan of CNB Bancshares, Inc.,
adopted by the Board of Directors of the Company on April 9, 1985, and last
amended on November 19, 1996.
[/R]
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
[R]
The Plan is a simple and convenient method by which shareholders can
purchase additional shares of Common Stock. Once a participant is
enrolled in the Plan, cash dividends and optional payments made by the
participant will be used to purchase additional shares of Common Stock
(both whole and fractional shares) as outlined in the Plan. The
Company may direct that the shares be purchased either from the Company
or in open market or negotiated transactions through the Independent Agent.
Should the shares be purchased from the Company, the proceeds received will
be used for general corporate purposes.
[/R]
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
a) Cash dividends on all or a portion of a participant's Common Stock may
be automatically reinvested in additional shares of Common Stock.
[R]
b) Additional shares of Common Stock may be purchased by making optional
payments of not less than $50 and up to $5,000 per month. Optional
payments in excess of $5,000 per month may be made only pursuant to a
Request for Waiver accepted by the Company. (See Question 16).
[/R]
c) Reinvested cash dividends and optional payments will be fully invested
because the Plan provides for fractional shares to be credited to a
participant's account (up to three decimal places). Additionally,
dividends on such fractional shares, as well as whole shares held
under the Plan, will be automatically reinvested and credited to the
participant's Plan account.
d) The shares of Common Stock purchased on behalf of a participant under
the Plan will be held in safekeeping by the Administrator until
termination of participation in the Plan, or until the participant
requests that a certificate be issued. Certificates for shares of
Common Stock may also be surrendered to the Administrator for
safekeeping (see Question 18).
[R]
e) Record keeping will be simplified since participants will receive a
statement each time there is activity in their Plan account.
[/R]
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
[R]
Individuals who are currently holders of record of Common Stock
("Registered Owners") or are employees of the Company or its
subsidiaries (the "Employees") may participate in the Plan.
[/R]
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4. MAY A SHAREHOLDER WHOSE STOCK IS REGISTERED IN THE NAME OF A BROKER
PARTICIPATE IN THE PLAN?
Registered Owners are eligible to participate in the Plan with respect
to some or all of their shares. However, any person who beneficially
owns shares which are registered in the name of a broker or nominee
should first have those shares transferred to their own name in order
to have dividends on the shares reinvested. This is a simple
procedure which a broker or nominee can handle upon request.
[R]
5. HOW DOES AN ELIGIBLE SHAREHOLDER OR EMPLOYEE PARTICIPATE IN THE PLAN?
Registered Owners who wish to enroll in the Plan must submit a
properly completed Enrollment Card to the Administrator. If an
Employee is not currently a Registered Owner of the Company's Common Stock,
such Employee must submit a properly executed Enrollment Card along with a
minimum initial investment of $100 to the Administrator or as the
Administrator otherwise instructs. Enrollment Cards may be obtained from
the Administrator at The Citizens National Bank of Evansville, CNB
Bancshares Dividend Reinvestment Plan, P.O. Box 778, Evansville, Indiana
47705-0778, telephone (812) 464-3416.
[/R]
6. WHAT ALTERNATIVES ARE AVAILABLE TO PARTICIPANTS IN THE PLAN?
The following investment options are available to participants and are
designated on the Enrollment Card.
[R]
a) "Full Dividend Reinvestment"
This option permits a participant to direct the reinvestment of
the cash dividends on all the Common Stock registered in his or her
name, including all whole and fractional Plan shares. This option
also permits a participant to make optional payments and to direct
the application of such optional payments toward the purchase of
additional shares of Common Stock in accordance with the Plan.
b) "Partial Dividend Reinvestment"
This option permits a participant to direct the reinvestment of
the cash dividends on a portion of the Common Stock registered in
his or her name. Such number of shares can be any number, up to and
including the number of shares currently owned of record. This
option also permits a participant to make optional payments and
to direct the application of such optional payments toward the
purchase of additional shares of Common Stock in accordance with
the Plan.
c) "Optional Payments Only"
This option allows a participant to make optional payments and to
direct the application of such optional payments towards the
purchase of additional shares of Common Stock in accordance with
the Plan. If this option is selected, the participant will
continue to receive cash dividends on all certificated shares of
Common Stock. This option should only be elected if the
participant does not elect either Full Dividend Reinvestment or
Partial Dividend Reinvestment.
In each case, dividends will be reinvested on all participating shares
and on all Plan shares held in a participant's Plan account, including
dividends on shares of Common Stock purchased with optional payments,
until a participant specifies otherwise, withdraws from the Plan, or
until the Plan is terminated. In order to receive cash dividends on
Plan shares rather than reinvest such dividends, those shares must be
withdrawn from the Plan by written notification to the Administrator.
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7. WHEN MAY A SHAREHOLDER OR EMPLOYEE ENROLL IN THE PLAN?
Registered Owners and Employees may enroll in the Plan at any time.
If a properly completed Enrollment Card is received prior to the
record date for a dividend payment, then reinvestment will begin with
that dividend. Participants will remain enrolled in the Plan until
their participation is discontinued at their request or is terminated
by the Company.
ADMINISTRATION
8. WHO ADMINISTERS THE PLAN?
The Citizens National Bank of Evansville administers the Plan. The
Company has the authority to adopt and amend rules and regulations to
facilitate the administration of the Plan. The Administrator is
responsible for the clerical and ministerial administration of the Plan,
including receiving initial and optional cash investments of participants,
forwarding funds received from or on behalf of participants to the
Independent Agent for purchases of Common Stock in the open market or
negotiated transactions, issuing statements to participants of their
Plan account activities and performing certain other administrative
duties related to the Plan as described herein. The Independent Agent
is responsible for purchasing shares of Common Stock in open market or
negotiated transactions for participants' Plan accounts and the selection
of the broker or dealer (if other than the Independent Agent) through which
such purchases are made. Neither the Company nor the Administrator
has any control over the time or prices at which the Independent Agent
effects such transactions. The Independent Agent is selected by the
Administrator. Participants desiring to know the identity of the
Independent Agent may contact the Administrator in the manner
described in Question 29 below.
[/R]
COST
9. WHAT DOES IT COST TO PARTICIPATE?
As of the date of this Prospectus, no brokerage commissions or fees
are charged to participants on purchases of Common Stock made through
the Plan, and no service charges are assessed against participants.
All costs of administering the Plan are being paid by the Company.
The Company has no current intentions of assessing charges to
participants, however, the costs of administering the Plan may be
passed on to the participants in the form of service charges upon not
less than 30 days prior notice to participants.
PURCHASE OF SHARES
[R]
10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan will either come from the Company's
authorized but unissued shares or from shares purchased for
participants' accounts through the Independent Agent in open market or
negotiated transactions. The Company determines the source or sources
of shares used to fulfill Plan requirements and, subject to certain
regulatory restrictions on the frequency with which it can change its
determination, may change such determination from time to time without
notice to Plan participants.
11. WHAT IS THE PRICE OF SHARES PURCHASED THROUGH THE PLAN?
The price of shares purchased from the Company with reinvested cash
dividends will be the average of the closing prices for the Company's
shares (as reported on the NYSE for the five (5) business days immediately
preceding the applicable investment date) less the "Dividend Reinvestment
Discount" which is described below. The price of shares purchased in open
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market or negotiated transactions will be the weighted average price at
which the shares are actually purchased for the applicable investment date
less the Dividend Reinvestment Discount.
The price of shares purchased from the Company with optional payments
will be the average of the closing prices for the Company's shares (as
reported on the NYSE for the five (5) business days immediately preceding
the applicable investment date). The price of shares purchased in open
market or negotiated transactions will be the weighted average price at
which the shares are actually purchased on the applicable investment date.
The Dividend Reinvestment Discount, as of the date of this Prospectus, has
been set at 3% and is subject to change at the sole discretion of the
Company. The Dividend Reinvestment Discount may be increased, decreased
or eliminated upon not less than 30 days prior notice to the Plan
participants.
Because the prices at which shares are purchased under the Plan are
determined as of specified dates or as of dates otherwise beyond the
control of participants, participants may lose any advantage otherwise
available from being able to select the timing of their investment.
12. WHEN ARE PURCHASES MADE?
Shares purchased from the Company are purchased on or about the first
business day of each month (the "Monthly Investment Date") but for optional
payments made in a month when a dividend is paid, the investment date will
be the same as the dividend payment date. Shares purchased by the
Independent Agent in open market or negotiated transactions are purchased
as soon as practicable (but in no event more than 30 calendar days) after
the applicable Monthly Investment Date, but for optional payments made
in a month when a dividend is paid, as soon as practicable (but in no
event more than 30 calendar days) after the applicable dividend
payment date. In either case, the shares purchased are subject to any
waiting periods required under applicable securities laws or stock
exchange regulations. For purposes of making purchases for
participants' accounts, a participant's funds may be commingled with
those of other participants in the Plan.
[/R]
13. HOW MANY SHARES ARE PURCHASED FOR EACH PARTICIPANT?
A participant's Plan account will be credited with that number of
shares, including fractional shares computed to three decimal places,
equal to the amount of dividends paid on shares allocated to a
participant's Plan account plus the total amount invested through
optional payments, if any, divided by the applicable purchase price
per share.
OPTIONAL PAYMENTS
14. CAN ADDITIONAL SHARES BE PURCHASED?
Yes. Additional shares may be purchased with optional payments.
15. WHEN CAN OPTIONAL PAYMENTS BE MADE?
[R]
Optional payments can be made at any time, and those received on or
before the 25th day of the month (the "Monthly Cut-Off Date") will be
invested on or about the next Monthly Investment Date as provided herein.
For optional payments made in a month when a dividend is paid, the
investment date will be the same as the dividend payment date.
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Optional payments received after the Monthly Cut-Off Date will not be
returned but will be held for investment on or about the next available
Monthly Investment Date for the next month or dividend payment date, as
applicable. No interest will be paid on optional payments preceding
their investment so participants should time their payments so that they
are received by the Administrator shortly before or on the 25th day of the
month.
16. WHAT LIMITATIONS APPLY TO OPTIONAL PAYMENTS?
Plan participants may invest through optional payments a minimum of
$50 and a maximum of $5,000 per month. Optional payments of less than
$50 and that portion of any optional payment that exceeds the maximum
optional payment limit, unless such limit has been waived, will be
returned to the participant without interest. For purposes of the
maximum monthly limitation, initial investments by Employees will be
treated as optional payments. The Company reserves the right to waive
such limits on optional payments in its sole discretion.
In deciding whether to approve a Request for Waiver, the Company will
consider relevant factors including, but not limited to, whether it is
then selling newly issued shares of Common Stock under the Plan or
acquiring shares for the Plan through open market or negotiated
transactions, the Company's need for additional funds, the
attractiveness of obtaining such funds by the sale of Common Stock by
comparison to other sources of funds, the purchase price likely to
apply to any sale of Common Stock, the participant submitting the
request, including the extent and nature of such participant's prior
participation in the Plan, and the number of shares of Common Stock
held of record by such participant, and the aggregate amount, if any,
of optional investments in excess of the allowable maximum amounts for
which requests have been submitted by all participants.
The Company has no arrangements or understandings, formal or informal,
with any person relating to the distribution of shares to be received
pursuant to the Plan. Broker-dealers, financial intermediaries and
other persons who acquire shares of Common Stock through the Plan and
resell them shortly after acquiring them may be considered to be
underwriters within the meaning of the Securities Act.
17. HOW CAN A PARTICIPANT MAKE OPTIONAL PAYMENTS TO PURCHASE ADDITIONAL SHARES?
[/R]
A participant may initially make an optional payment by enclosing with
an Enrollment Card a check or money order made payable to CNB
Bancshares Dividend Reinvestment Plan. NO CASH PAYMENTS WILL BE
ACCEPTED. Thereafter, the participant may make optional payments by
sending a check or money order along with the bottom portion of the
account statement. A participant does not have to send the same
amount of money each month, nor is there an obligation to make an
optional payment at any time.
[R]
Participants may also make optional payments by monthly electronic
funds transfer. A participant may instruct the Administrator to
arrange for automatic deductions once a month from a participant's
designated account at a qualified institution by requesting an
Automatic Debit Authorization Form from the Administrator. Automatic
debits must be at least $50 per payment and cannot exceed $5,000 per
month. The participant's designated account will be debited on the
25th day of each month (or if such day is not a business day, the
preceding business day). Automatic Debit Authorization forms to
initiate automatic debits received after the 20th day of the month
will be processed the following month.
[/R]
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SAFEKEEPING OF STOCK CERTIFICATES
18. WHAT HAPPENS TO STOCK CERTIFICATES UNDER THE PLAN?
[R]
Stock certificates for shares purchased through the Plan will not be
issued unless specifically requested, relieving participants of the
responsibility of certificate safekeeping. Certificates for full
shares will be issued upon written request directed to the Administrator.
[/R]
REPORTS TO PARTICIPANTS
19. HOW WILL PARTICIPANTS BE INFORMED ABOUT THEIR ACCOUNT?
Each participant will receive a quarterly statement of his or her Plan
account as soon as practicable after each dividend payment date. The
statement will show, among other things:
a) Total shares of Common Stock, including fractional shares, credited to
the participant's Plan account;
b) The price per share of each transaction;
c) The amount of the applicable discount, if any; and
d) Appropriate data for Federal income tax reporting.
For months occurring between quarterly dividend payments, each
participant who has made an optional payment will receive a notice
showing:
[R]
a) The amount of the payment received;
b) The total shares of Common Stock, including fractional shares,
credited to the participant's Plan account;
c) The price per share of each transaction;
d) Appropriate data for Federal income tax reporting.
[/R]
FEDERAL INCOME TAXES
20. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
[R]
Participants in the Plan will be considered to have received a
dividend for Federal income tax purposes equal to the fair market
value of the shares purchased with the reinvested dividends. Such
fair market value will become the participant's basis in the shares
purchased under the Plan. The participant's holding period of such shares
will begin on the day following the dividend payment date.
Participants in the Plan who elect to invest in additional shares by
making optional payments will be treated for Federal income tax
purposes as having received a dividend equal to the excess, if any, of
the fair market value of the shares purchased over the optional
payment made. The participant's tax basis in the shares purchased with an
optional payment will be equal to the fair market value of the shares
acquired. The participant's holding period of such shares will begin on
the day following the date on which the shares are purchased.
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If shares are purchased in open market or negotiated transactions
(whether purchased with reinvested cash dividends or optional payments),
the Internal Revenue Service has ruled that a participant will be treated
as having received an additional dividend equal to the participant's share
of the brokerage commission, if any, paid by the Company in connection with
the purchase of such shares. The tax basis of shares purchased in open
market or negotiated transactions will include the brokerage commissions,
if any, paid by the Company in connection with the purchase of such shares.
[/R]
A participant will not recognize any taxable income when certificates
are issued for shares credited to the participant's account, either
upon the participant's request for certificates or upon withdrawal
from or termination of the Plan.
A participant will recognize gain or loss when whole shares,
fractional shares or stock rights (see Question 26) are sold or
exchanged on behalf of the participant or when the participant sells
his or her shares after withdrawal from or termination of the Plan.
The amount of such gain or loss will be the difference between the
amount that the participant receives for the shares or stock rights
and the participant's tax basis.
[R]
If the participant is not subject to "backup" withholding of Federal
income tax, the full amount of dividends received will be used to
purchase shares under the Plan. However, if the participant is
subject to "backup" withholding, the amount of Federal income tax
withheld will reduce the amount available to purchase shares. A
participant is subject to "backup" withholding if the participant
fails to furnish his or her Social Security number to the Company,
if the Internal Revenue Service notifies the Company that an incorrect
number was furnished, if the participant is notified that he or she is
subject to "backup" withholding under Section 3406(a)(1)(C) of the Internal
Revenue Code or if the participant fails to certify to the Company (for
accounts opened after December 31, 1983) his or her Social Security number
and that he or she is not subject to "backup" withholding. Each
participant will be required to furnish a Form W-9 to the Company which
contains the required certifications in order to have dividends on shares
enrolled in the Plan reinvested without withholding.
In the case of foreign shareholders, taxable income under the Plan is
subject to Federal income tax withholding. Reinvestments will be made
under the Plan net of the amount of tax required to be withheld. Regular
statements of account confirming purchases made for foreign participants
will indicate the amount of tax withheld.
[/R]
All participants are urged to consult their own tax advisors to
determine the particular tax consequences which may result from their
participation in the Plan and the subsequent disposal of shares
purchased through the Plan.
WITHDRAWAL
21. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
In order to discontinue participation in the Plan, a written notice
must be signed by the participant (exactly as the participant's name
or names appear on the most recent statement of account) and sent to
the Administrator. Upon withdrawal by a participant or upon
termination of the Plan by the Company, certificates for whole shares
credited under the Plan will be issued to the participant and a check
will be sent to the participant for any remaining fractional share.
Such payment will be based on the average of the closing prices for
Common Stock, as reported on the NYSE, for each of the five (5)
trading days immediately preceding receipt of the withdrawal notice by
the Administrator or termination of the Plan by the Company.
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22. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time. A withdrawing
participant may stop an investment if written instruction to do so is
received by the Administrator:
a) At least five (5) business days before the Monthly Investment Date in
the case of an optional payment; or
b) At least five (5) business days prior to the dividend record date in
the case of reinvested dividends.
Any dividend or optional payment received by the Administrator for
which investment has been stopped by such instruction will be returned
promptly to the participant.
23. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES OF
COMMON STOCK REGISTERED IN THE PARTICIPANT'S NAME?
[R]
If a participant should sell or transfer all shares of Common Stock
registered in the participant's name, dividends on the shares credited
to the participant's account under the Plan will continue to be reinvested
until final account disposition instructions are received from the
participant.
Because, in addition to Employees, the Plan is intended to be
available only to Registered Owners, the Administrator will attempt to
contact by mail any participant who is no longer a Registered Owner to
determine final disposition of shares credited to the participant's
Plan account. However, if at such time there is less than one full
share credited to the participant's account, in lieu of attempting to
contact the participant, the Administrator will close the account
automatically and pay to the participant, at the latest known address
of the participant, a cash settlement (determined as described above
in Question 21) in lieu of the fractional share.
[/R]
OTHER INFORMATION
24. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
For each meeting of shareholders, a participant will receive proxy
materials that will enable the participant to vote both those shares
which are registered in the participant's name and those shares which
are credited to the participant's Plan account.
Participants may vote their shares, including all shares held in their
Plan accounts, in person at any shareholders' meeting.
In no event will the Administrator exercise its own discretion in
voting any shares held on behalf of the Plan participants.
[R]
25. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY, THE ADMINISTRATOR AND THE
INDEPENDENT AGENT UNDER THE PLAN?
Neither the Administrator nor the Independent Agent have any responsibility
with respect to the preparation and content of this Prospectus. Neither
the Company, the Administrator nor the Independent Agent in administering
the Plan as described herein, will be liable for any act done in good faith
or for any good faith omission to act, including, without limitation, any
claims of liability arising out of failure to terminate a participant's
Plan participation upon such participant's death prior to receipt of
legally sufficient instructions with respect thereof.
Page
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY, THE
ADMINISTRATOR NOR THE INDEPENDENT AGENT CAN ASSURE
PARTICIPANTS OF PROFITS, OR PROTECT PARTICIPANTS AGAINST
LOSSES, ON SHARES PURCHASED AND/OR HELD UNDER THE PLAN.
[/R]
26. IF THE COMPANY ISSUES RIGHTS TO PURCHASE SECURITIES TO THE HOLDERS OF
COMMON STOCK, HOW WILL THE RIGHTS ON PLAN SHARES BE HANDLED?
[R]
In the event the Company makes available to the holders of Common
Stock rights to purchase additional shares of Common Stock or any
other securities, such rights accruing to shares of Common Stock held
by the Administrator for participants will be sold and the proceeds will
be invested on the next dividend reinvestment date in additional shares
of Common Stock for the accounts of the participants. Any participant
who wishes to be in a position to exercise any such rights which the
Company may make available in the future to holders of its Common Stock
with respect to shares purchased through the Plan should request
Certificates for full shares purchased for their account through the Plan.
(See Question 18).
[/R]
27. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
[R]
Any shares representing stock dividends or stock splits distributed by
the Company will be credited to the participant's Plan account.
Participants that select the "Optional Payments Only" feature in the
Plan will receive their stock certificates through the mail in the
same manner as other shareholders who are not participating in the
Plan.
[/R]
28. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify or terminate the
Plan at any time and to interpret and regulate the Plan as it deems
necessary or desirable in connection with the operation of the Plan.
All participants will receive notice of any such suspension,
modification or termination. Upon termination of the Plan by the
Company, a certificate will be issued to each participant for the
number of full shares in such participant's account. Any fractional
share in such participant's account will be converted to cash
(determined as described above in Question 21) and remitted to the
participant.
The Administrator reserves the right to resign at any time upon
reasonable notice to the Company in writing. The Company may at any
time elect to replace the Administrator with a successor
administrator, upon reasonable notice to both parties.
29. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE DIRECTED?
All correspondence concerning the Plan should be addressed to:
The Citizens National Bank of Evansville
Administrator, CNB Bancshares Dividend Reinvestment Plan
P.O. Box 778
Evansville, Indiana 47705-0778
THE COMPANY
[R]
CNB Bancshares, Inc. is the issuer of the Common Stock referred to herein. The
Company's principal executive office is located at 20 N.W. Third Street,
Evansville, Indiana 47739-0001, and its telephone number is (812) 464-3400. The
Citizens National Bank of Evansville is a wholly-owned subsidiary of the
Company.
[/R]
Page
COMMISSION POSITION ON INDEMNIFICATION
The Bylaws of the Company provide that the Company shall indemnify any director
or officer of the Company against any and all liability and reasonable expense
that said director or officer may incur in connection with or resulting from any
claim, action, suit or proceeding, or civil, criminal, administrative or
investigative action, or threat thereof, by reason of said director's or
officer's being or having been a director or officer of the Company or serving
or having served at the request of the Company as director or officer of another
corporation, partnership, joint venture, trust or other enterprise, if either
(i) the officer or director is wholly successful in any such claim, action, suit
or proceeding, or (ii) the officer or director is not wholly successful but it
is nevertheless determined that such officer or director acted in good faith in
what they reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or proceeding, either
said officer or director had reasonable cause to believe their conduct was
lawful or had no reasonable cause to believe their conduct was unlawful. The
Bylaws further provide that the Board of Directors may approve indemnification
of directors, officers or other persons to the full extent permitted by the
Indiana business corporation law in effect at such time.
[R]
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
[/R]
LEGAL OPINIONS AND EXPERTS
The legality of this issue of Common Stock under the Plan is being passed upon
by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri.
The consolidated financial statements of the Company for the year ended December
31, 1995, incorporated by reference in the Company's Annual Report (Form 10-K),
have been audited by Geo. S. Olive & Co. L.L.C., independent auditors, as set
forth in their reports included therein and incorporated herein by reference.
The financial statements referred to above are incorporated herein by reference
in reliance upon such reports and upon the authority of such firm as experts in
auditing and accounting.
Page
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expense in connection with the
issuance and distribution of the securities described in the Registration
Statement:
Securities Act Registration Fee $ 7,135
----------
"Blue Sky" Registration Fees $ 2,500*
----------
Legal Fees and Expenses $ 2,500*
----------
Printing and Typesetting Expenses $ 10,000*
----------
Miscellaneous Expenses $ 1,000*
----------
Total $ 23,135*
----------
* Indicates estimated fees or expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-laws of the Company provide that it shall indemnify any of its
directors or officers against any and all liability and reasonable expense that
said director or officer may incur in connection with or resulting from any
claim, action, suit or proceeding, or civil, criminal, administrative or
investigative action, or threat thereof, by reason of said director's or
officer's being or having been a director or officer of the Company, or serving
or having served at the request of the Company as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, if
either (i) the officer or director is wholly successful in any such claim,
action, suit or proceeding, or (ii) the officer or director is not wholly
successful but it is nevertheless determined that such officer or director acted
in good faith in what he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal action or
proceeding, either said officer or director had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe his conduct was
unlawful. The By-laws further provide that the board of directors may
(i) authorize like indemnification of persons who are not directors or officers
of the Company but are employees of the Company or are officers, directors or
employees of any subsidiary of the Company, and (ii) approve indemnification of
directors, officers and other persons to the full extent permitted by the
Indiana Business Corporation Law (the "Indiana Law") in effect at such time.
Page
Section 23-1-37-9 of the Indiana Law provides for "mandatory
indemnification," unless limited by the articles of incorporation, by a
corporation against reasonable expenses incurred by a director who is wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the director was a party by reason of the director being or having been a
director of the corporation. Section 23-1-37-10 of the Indiana Law states that
a corporation may, in advance of the final disposition of a proceeding,
reimburse reasonable expenses incurred by a director who is a party to a
proceeding if the director furnishes the corporation with a written affirmation
of the director's good faith belief that the director has met the standard of
conduct required by Section 23-1-37-8 of the Indiana Law, that the director will
repay the advance if it is ultimately determined that he did not meet the
standard of conduct required by Section 23-1-37-8 of the Indiana Law, and that
those making the decision to reimburse the director determine that the facts
then known would not preclude indemnification under the Indiana Law. Section
23-1-37-13 of the Indiana Law states that, unless a corporation's articles of
incorporation provide otherwise, an officer of a corporation is entitled to
mandatory indemnification to the same extent as a director, and that a
corporation may indemnify and advance expenses to an officer, employee or agent
to the same extent as a director or otherwise to the extent, consistent with
public policy, that may be provided in the corporation's articles of
incorporation, bylaws, action of the board of directors or contract.
The Company's By-laws further provide, in accordance with the Indiana Law,
that the Company shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have power to indemnify him against such
liability under the By-laws or the Indiana Law. Pursuant to a policy of
directors' and officers' liability insurance with total annual limits of
$15,000,000, the Company's directors and officers are insured, subject to the
limits, retention, exceptions and other terms and conditions of such policy,
against liability for any actual or alleged breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted while acting in their capacities as directors or officers of the
Company.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this Registration Statement or
incorporated by reference herein:
[R]
(5)* Opinion of Lewis, Rice & Fingersh, L.C. re legality;
(23)(a)* Consent of Geo. S. Olive & Co. L.L.C.;
(23)(b)* Consent of Lewis, Rice & Fingersh, L.C. (in opinion re
legality);
(24)* Powers of Attorney.
* Previously filed
[/R]
Page
ITEM 17. UNDERTAKINGS.
(a) 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
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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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.
Page
SIGNATURES
[R]
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Post-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Evansville, State of Indiana, on January 15, 1997.
CNB BANCSHARES, INC.
By /s/ James J. Giancola
-----------------------
James J. Giancola
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to Registration Statement has been signed on January 15, 1997
by the following persons in the capacities indicated.
Name Title/Position
* Chairman of the Board
- --------------------------------
H. Lee Cooper III
/s/ James J. Giancola President, Chief Executive Officer
- -------------------------------- and Director
James J. Giancola (principal executive officer)
/s/ John R. Spruill Executive Vice President
- -------------------------------- (principal financial officer)
John R. Spruill
/s/ Ralph L. Alley Senior Vice President, Controller,
- -------------------------------- and Treasurer
Ralph L. Alley (principal accounting officer)
* Director
- --------------------------------
John D. Engelbrecht
* Director
- --------------------------------
Lawrence J. Kremer
* Director
- --------------------------------
Robert L. Koch II
* Director
- --------------------------------
Jerry A. Lamb
* Director
- --------------------------------
Burkley F. McCarthy
* Director
- --------------------------------
Robert K. Ruxer
* Director
- --------------------------------
Thomas W. Traylor
* Director
- --------------------------------
Paul G. Wade
* By /s/ James J. Giancola
------------------------------
Attorney-in-fact
[/R]
Page
INDEX TO EXHIBITS
Number Exhibit
[R]
(5)* Opinion of Lewis, Rice & Fingersh, L.C. re legality.
(23)(a)* Consent of Geo. S. Olive & Co. L.L.C.
(23)(b)* Consent of Lewis, Rice & Fingersh, L.C. (in opinion re legality).
(24)* Powers of Attorney.
* Previously filed
[/R]
