SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 1998
CNB BANCSHARES, INC. 0-11510
(Exact name of registrant as specified in its charter) (Commission file number)
INDIANA 35-1568731
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
20 N.W. THIRD STREET, EVANSVILLE, INDIANA 47739
(Address of principal executive office) (Zip Code)
(812) 456-3400
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed 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 X No
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As of April 30, 1998, there were 33,515,542 outstanding shares, without
par value, of the registrant.
INDEX
Page No.
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PART II. Other Information...........................................1
Signatures................................................................2
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
Pursuant to an Agreement and Plan of Reorganization dated December 23,
1997, by and among the Registrant, The Citizens National Bank of Evansville, a
wholly owned subsidiary of the Corporation, Wedgewood Partners, Inc., a Missouri
corporation, and the shareholders of Wedgewood Partners, Inc., on January 1,
1998, the Corporation issued 109,800 shares of its common stock to the
twenty-one (21) shareholders of Wedgewood Partners, Inc. in exchange for all of
the issued and outstanding shares of Wedgewood Partners, Inc. common stock
(61,000 shares). The closing sale price of the Registrant's common stock on
the last trading day prior to the January 1, 1998 effective date of the
acquisition was $48.1875.
The 109,800 shares of the Registrant's common stock that were issued to
the shareholders of Wedgewood Partners, Inc. were not registered under the
Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the
exemption from registration provided by Rule 506 of Regulation D promulgated
under the Securities Act. Each of the shareholders of Wedgewood Partners, Inc.
was an accredited investor within the meaning of Rule 501 (a) of Regulation D.
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CNB BANCSHARES, INC.
FORM 10-Q/A
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 thereunto duly authorized.
CNB Bancshares, Inc.
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(Registrant)
Date May 28, 1998 by /s/ James J. Giancola
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James J. Giancola,
President and Chief Executive Officer
Date May 28, 1998 by /s/ Ralph L. Alley
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Ralph L. Alley, Senior Vice President
Controller and Treasurer
(Principal Accounting Officer)
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