Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
CNB BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana 35-1568731
- --------------------------------- ------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
Of Incorporation or Organization)
20 N.W. Third Street, Evansville, Indiana 47739
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(Address of Principal Executive Offices) (Zip Code)
CNB BANCSHARES, INC. 1999 STOCK INCENTIVE PLAN
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(Full Title of the Plan)
John R. Spruill
Executive Vice President and Chief Financial and Administrative Officer
CNB Bancshares, Inc.
20 N.W. Third Street, Evansville, Indiana 47739
(812) 456-3400
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Thomas C. Erb, Esq.
Lewis, Rice & Fingersh, L.C.
500 N. Broadway, Suite 2000
St. Louis, Missouri 63102
(314) 444-7600
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount
Title of Securities Amount to Be Price Per Offering Registration
to be Registered Registered (1) Share(2) Price(3) Fee(3)
- -----------------------------------------------------------------------------
Common Stock 1,000,000 $40.875 $40,875,000 $12,058.13
(no par value)
===============================================================================
(1) Pursuant to Rule 416, this Registration Statement shall also be
deemed to cover any additional securities to be offered or issued to prevent
dilution resulting from stock splits, stock dividends and similar transactions.
(2) The amount set forth herein is estimated solely for purposes of
calculating the registration fee in accordance with Rule 457(h)(1) and is
based on the closing sale price of a share of CNB Bancshares, Inc.'s common
stock on the New York Stock Exchange, as reported in the Wall Street Journal
(Midwest Edition) on April 27, 1999, being within 5 business days of the
filing of this Registration Statement.
PAGE
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
CNB Bancshares, Inc. (the "Corporation") hereby incorporates by reference
into this Registration Statement the following documents with respect to the
Corporation previously filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Annual Report of the Corporation on Form 10-K for the fiscal year
ended December 31, 1998 as filed with the Commission pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed by the Corporation pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1998; and
(c) The description of the Corporation's common stock (the "Common Stock")
contained in the Corporation's Registration Statement on Form 8-A, dated April
1, 1996, filed pursuant to Section 12 of the Exchange Act and including any
amendments or reports filed by the Corporation under the Securities Act of 1933,
as amended, or the Exchange Act for purposes of updating such description.
All reports and other documents subsequently filed by the Corporation
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to
the effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto that either indicates that all securities
offered hereby have been sold or that deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
This item is inapplicable as the securities to be offered are registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the Plan and the shares of Common
Stock to be issued through the Plan have been passed upon for the Corporation by
Lewis, Rice & Fingersh, L.C., St. Louis, Missouri, 63102.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Indiana Business Corporation Law (the "Indiana Corporate
Law") and the Restated Articles of Incorporation and Bylaws of the Corporation,
the Corporation is obligated to indemnify certain officers and directors in
connection with liabilities arising from legal proceedings
II-1
resulting from such person's service to the Corporation in certain
circumstances. The Corporation may also voluntarily undertake to indemnify
certain persons acting on the Corporation's behalf in certain circumstances.
The Indiana Corporate Law provides for mandatory indemnification of
directors and officers of Indiana corporations and permissive indemnification of
directors, officers, employees and agents of corporations who are made parties
to proceedings as a result of their relationship with such corporation. The
Indiana Corporate Law also applies to individuals who are serving at such
corporation's request as directors, officers, employees and agents of such
corporation's subsidiaries. The Indiana Corporate Law requires corporations,
unless limited by their articles of incorporation, to indemnify any director or
officer against reasonable expenses incurred in connection with any proceeding
to which such person was a party if the individual is wholly successful on the
merits. The Indiana Corporate Law authorizes corporations to indemnify any
director, officer, employee or agent against liability incurred in such a
proceeding generally if the individual's conduct was in good faith and the
individual reasonably believed, in the case of conduct in the individual's
official capacity, that his or her conduct was in the corporation's best
interests and in all other cases that his or her conduct was not opposed to the
best interests of such corporation.
The Indiana Corporate Law further authorizes any court of competent
jurisdiction, unless the articles of incorporation provide otherwise, to order
indemnification generally if the court determines a director or officer of a
corporation is entitled to mandatory indemnification or is otherwise fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances. The Indiana Corporate Law also authorizes corporations to
advance reasonable expenses in advance of final disposition of a proceeding
generally if the individual affirms in writing a good faith belief that he
satisfies the standard of conduct for permissive indemnification, the individual
undertakes in a signed writing to repay the advance if it is determined he does
not satisfy the standard of conduct for permissive indemnification and the
corporation determines that the facts then known do not preclude
indemnification. Finally, the Indiana Corporate Law authorizes further
indemnification to the extent that the corporation may provide in its articles
of incorporation, bylaws, a resolution of the board of directors or the
shareholders or any other authorization, whenever adopted, after notice, by a
majority vote of holders of all the voting shares then issued and outstanding.
Except with respect to the advancement of expenses, the Corporation's Bylaws
generally provide for the indemnification of the Corporation's directors,
officers, employees and agents to the extent permitted by the Indiana Corporate
Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
This item is inapplicable.
ITEM 8. EXHIBITS.
The following exhibits are submitted herewith or incorporated by reference
herein:
Exhibit
Number Exhibit
- ------ -------
5 Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, L.C. (included as part of
Exhibit 5(a))
II-2
23(b) Consent of KPMG LLP
24 Powers of Attorney (included in signature page of this Registration
Statement)
ITEM 9. 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;
(iii)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 of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, as of April 30, 1999.
CNB BANCSHARES, INC.
----------------------------
(Registrant)
By: /s/ James J. Giancola
----------------------------
James J. Giancola
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on April 30, 1999 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 (principal executive officer)
James J. Giancola
/s/ John R. Spruill Executive Vice President
- --------------------- (principal financial officer)
John R. Spruill
/s/ Ralph L. Alley Senior Vice President and
- --------------------- Controller, Treasurer (principal
Ralph L. Alley accounting officer)
* Director
- ---------------------
John D. Engelbrecht
* Director
- ---------------------
Terrence A. Friedman
* Director
- ---------------------
Robert L. Koch, II
II-4
* Director
- ---------------------
Larry J. Kremer
* Director
- ---------------------
Edmund L. Hafer
* Director
- ---------------------
James E. Hutton
* Director
- ---------------------
Burkley F. McCarthy
* Director
- ---------------------
Robert K. Ruxer
Director
- ---------------------
Thomas W. Traylor
* Director
- ---------------------
Alton C. Wendzel
* By /s/ John R. Spruill
-------------------
Attorney-in-fact
II-5
CNB BANCSHARES, INC.
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
Reg. S-K
Item 601
Exhibit No. Exhibit
- ----------- -------
5 Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, L.C.
(included as part of Exhibit 5)
23(b) Consent of KPMG Peat Marwick LLP
24 Powers of Attorney (included in signature page of this
Registration Statement)
EXHIBIT 5
LEWIS, RICE & FINGERSH, L.C. (letterhead)
May 3, 1999
CNB Bancshares, Inc.
20 N.W. Third Street
Evansville, Indiana 47739
RE: REGISTRATION STATEMENT ON FORM S-8 OF 1,000,000 SHARES OF
COMMON STOCK UNDER THE CNB BANCSHARES, INC. 1999 STOCK INCENTIVE
PLAN
Gentlemen:
You have requested our opinion in connection with the registration
of 1,000,000 shares of Common Stock of CNB Bancshares, Inc. (the "Company")
under the Company's 1999 Stock Incentive Plan (the "Plan").
As counsel to the Company, we have participated in the preparation
of its Registration Statement on Form S-8 under the Securities Act of 1933,
as amended (the "Registration Statement"), with respect to the Common Stock.
We have examined and are familiar with the Company's Articles of
Incorporation, Bylaws, records of corporate proceedings, the Plan and such
other documents and records as we have considered appropriate.
Based upon the foregoing, we are of the opinion that the Common
Stock will, if issued and delivered in accordance with the terms and
provisions of the Plan, be valid and binding obligations of the Company
enforceable in accordance with the terms of the Plan. Our opinion is
qualified to the extent that enforcement of the Obligations may be subject to
applicable federal or state bankruptcy, insolvency, reorganization,
arrangement, moratorium, fraudulent conveyance, or other laws or court
decisions relating or affecting the rights of creditors generally and may be
limited by equitable principles of general applicability, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, equitable subordination, and the possible unavailability of specific
performance or injunctive relief (regardless of whether considered in a
proceeding in equity or at law or whether codified by statutes).
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LEWIS, RICE & FINGERSH, L.C.
/s/ LEWIS, RICE & FINGERSH, L.C
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
CNB Bancshares, Inc.:
We consent to incorporation by reference in this registration statement on
Form S-8 of CNB Bancshares, Inc. of our report dated January 14, 1999,
relating to the consolidated balance sheet of CNB Bancshares, Inc. and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for
each of the years in the three-year period year ended December 31, 1998,
which report is included in the December 31, 1998 Annual Report on Form 10-K
of CNB Bancshares, Inc.
/s/ KPMG LLP
KPMG LLP
St. Louis, Missouri
April 29, 1999
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints JAMES J. GIANCOLA and JOHN R.
SPRUILL, and each of them, as the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and
Exchange Commission (the "Commission"), any registration statement or
statements on Form S-8 under the Securities Act of 1933, as amended, relating
to the issuance of common stock of CNB Bancshares, Inc. in connection with
the CNB Bancshares, Inc. 1999 Stock Incentive Plan, and any and all
amendments and supplements thereto, before or after effectiveness of such
statements, and any and all other documents required to be filed with the
Commission in connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
Dated: April 29, 1999
/s/ H. Lee Cooper III
--------------------------
H. Lee Cooper III
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints JAMES J. GIANCOLA and JOHN R.
SPRUILL, and each of them, as the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and
Exchange Commission (the "Commission"), any registration statement or
statements on Form S-8 under the Securities Act of 1933, as amended, relating
to the issuance of common stock of CNB Bancshares, Inc. in connection with
the CNB Bancshares, Inc. 1999 Stock Incentive Plan, and any and all
amendments and supplements thereto, before or after effectiveness of such
statements, and any and all other documents required to be filed with the
Commission in connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
Dated: April 28, 1999
/s/ John D. Engelbrecht
------------------------
John D. Engelbrecht
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints JAMES J. GIANCOLA and JOHN R.
SPRUILL, and each of them, as the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and
Exchange Commission (the "Commission"), any registration statement or
statements on Form S-8 under the Securities Act of 1933, as amended, relating
to the issuance of common stock of CNB Bancshares, Inc. in connection with
the CNB Bancshares, Inc. 1999 Stock Incentive Plan, and any and all
amendments and supplements thereto, before or after effectiveness of such
statements, and any and all other documents required to be filed with the
Commission in connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
Dated: April 28, 1999
/s/ Robert L. Koch II
------------------------
Robert L. Koch, II
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints JAMES J. GIANCOLA and JOHN R.
SPRUILL, and each of them, as the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and
Exchange Commission (the "Commission"), any registration statement or
statements on Form S-8 under the Securities Act of 1933, as amended, relating
to the issuance of common stock of CNB Bancshares, Inc. in connection with
the CNB Bancshares, Inc. 1999 Stock Incentive Plan, and any and all
amendments and supplements thereto, before or after effectiveness of such
statements, and any and all other documents required to be filed with the
Commission in connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
Dated: May 3, 1999
/s/ Larry J. Kremer
-----------------------
Larry J. Kremer
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints JAMES J. GIANCOLA and JOHN R.
SPRUILL, and each of them, as the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and
Exchange Commission (the "Commission"), any registration statement or
statements on Form S-8 under the Securities Act of 1933, as amended, relating
to the issuance of common stock of CNB Bancshares, Inc. in connection with
the CNB Bancshares, Inc. 1999 Stock Incentive Plan, and any and all
amendments and supplements thereto, before or after effectiveness of such
statements, and any and all other documents required to be filed with the
Commission in connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
Dated: April 28, 1999
/s/ Burkley F. McCarthy
-------------------------
Burkley F. McCarthy
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints JAMES J. GIANCOLA and JOHN R.
SPRUILL, and each of them, as the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and
Exchange Commission (the "Commission"), any registration statement or
statements on Form S-8 under the Securities Act of 1933, as amended, relating
to the issuance of common stock of CNB Bancshares, Inc. in connection with
the CNB Bancshares, Inc. 1999 Stock Incentive Plan, and any and all
amendments and supplements thereto, before or after effectiveness of such
statements, and any and all other documents required to be filed with the
Commission in connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
Dated: April 28, 1999
/s/ Robert K. Ruxer
-----------------------
Robert K. Ruxer
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints JAMES J. GIANCOLA and JOHN R.
SPRUILL, and each of them, as the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and
Exchange Commission (the "Commission"), any registration statement or
statements on Form S-8 under the Securities Act of 1933, as amended, relating
to the issuance of common stock of CNB Bancshares, Inc. in connection with
the CNB Bancshares, Inc. 1999 Stock Incentive Plan, and any and all
amendments and supplements thereto, before or after effectiveness of such
statements, and any and all other documents required to be filed with the
Commission in connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
Dated: April 28, 1999
/s/ Edmund L. Hafer
----------------------
Edmund L. Hafer
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints JAMES J. GIANCOLA and JOHN R.
SPRUILL, and each of them, as the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and
Exchange Commission (the "Commission"), any registration statement or
statements on Form S-8 under the Securities Act of 1933, as amended, relating
to the issuance of common stock of CNB Bancshares, Inc. in connection with
the CNB Bancshares, Inc. 1999 Stock Incentive Plan, and any and all
amendments and supplements thereto, before or after effectiveness of such
statements, and any and all other documents required to be filed with the
Commission in connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
Dated: April 28, 1999
/s/ Terrence A. Friedman
---------------------------
Terrence A. Friedman
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints JAMES J. GIANCOLA and JOHN R.
SPRUILL, and each of them, as the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and
Exchange Commission (the "Commission"), any registration statement or
statements on Form S-8 under the Securities Act of 1933, as amended, relating
to the issuance of common stock of CNB Bancshares, Inc. in connection with
the CNB Bancshares, Inc. 1999 Stock Incentive Plan, and any and all
amendments and supplements thereto, before or after effectiveness of such
statements, and any and all other documents required to be filed with the
Commission in connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
Dated: April 28, 1999
/s/ James E. Hutton
----------------------
James E. Hutton
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints JAMES J. GIANCOLA and JOHN R.
SPRUILL, and each of them, as the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and
Exchange Commission (the "Commission"), any registration statement or
statements on Form S-8 under the Securities Act of 1933, as amended, relating
to the issuance of common stock of CNB Bancshares, Inc. in connection with
the CNB Bancshares, Inc. 1999 Stock Incentive Plan, and any and all
amendments and supplements thereto, before or after effectiveness of such
statements, and any and all other documents required to be filed with the
Commission in connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or
cause to be done by virtue hereof.
Dated: April 28, 1999
/s/ Alton C. Wendzel
-----------------------
Alton C. Wendzel
