ITEM 1. BUSINESS
Overview
CNB Bancshares, Inc. (the Corporation), is a regional, multi-bank holding company headquartered in Evansville, Indiana. Incorporated on May 26, 1983, under the laws of the State of Indiana, the Corporation began operating in 1984 as a one-bank holding company for The Citizens National Bank of Evansville (Citizens), which was chartered in 1874. Since that time, the Corporation has acquired additional financial subsidiaries and currently owns six commercial banks and one consumer finance company. Certain of the acquired subsidiaries have subsequently been merged into other subsidiaries of the Corporation. With assets of $2,056,129,000 at December 31, 1996, Citizens remains the lead bank and largest of the Corporation's subsidiaries. As of December 31, 1996, the Corporation had consolidated total assets of $4,117,989,000 and total shareholders' equity of $312,298,000.
The Corporation's banking and finance subsidiaries are listed below:
*Number of offices does not include off-site ATM's or non-banking locations. #Dollar amounts are reported in thousands.
The Corporation's financial subsidiaries are engaged in commercial and retail banking, consumer lending, mortgage lending and servicing, trust services and cash management services for corporate accounts and other banks. Through its financial subsidiaries, the Corporation has 127 offices throughout its primary market areas of Indiana, Illinois, Kentucky and portions of Tennessee.
The Corporation's financial subsidiaries offer a broad range of deposit, loan and other banking products and services to their customers. Deposit products include certificates of deposit, individual retirement accounts and other time deposits, checking and other demand deposit accounts, including NOW accounts, and savings and money market accounts. Loans include commercial and industrial, real estate mortgage, consumer, agricultural and leasing services. Other products and services include deposit and investment brokerage, credit cards, credit-related insurance, automatic teller machines and safe deposit boxes. Citizens Trust Company of Indiana, N.A., a subsidiary of The Citizens National Bank of Evansville, provides trust, asset management and record-keeping services for retirement plans. The Corporation continues to explore new products and services to meet the needs and demands of its growing customer base and to remain competitive with other financial institutions operating in its market areas.
The Corporation also has three non-banking subsidiaries. Citizens Information Systems, Inc., based in Evansville, Indiana, provides data processing and information services to the Corporation and its subsidiaries and other banks and businesses in Indiana, Kentucky, and Illinois. Citizens Life Assurance Company underwrites credit life and disability insurance sold through the Corporation's affiliates in Indiana and Illinois. Citizens Insurance of Evansville sells property and casualty insurance.
Subsequent Acquisition
The Corporation continues to engage in analyses and investigations designed to lead to the acquisition of other financial institutions and businesses closely relating to banking.
On February 14, 1997, the Corporation issued 718,867 shares of its common stock in exchange for all of the outstanding shares of BMC Bancshares, Inc. (BMC), parent company for Bank of Mt. Carmel, Mt. Carmel, Illinois. At December 31, 1996, BMC had total assets and shareholders' equity of $100,042,000 and $13,421,000, respectively. The acquisition was accounted for under the pooling of interests method of accounting. The financial information contained herein does not reflect the February 1997 merger.
Competition
The business of the Corporation and its subsidiaries is highly competitive. There are numerous bank holding companies and groupings of banks located in southern Illinois, southern, western, and central Indiana, Kentucky, and Tennessee, which offer substantial competition in the acquisition and operation of banks, savings associations and non-bank financial institutions. The banking and finance subsidiaries and the Corporation's non-banking subsidiaries encounter substantial competition in all of their banking and related activities and expect such competition to intensify as the financial industry expands due to more non-bank competitors offering financial services. In addition, recent changes in laws relating to interstate banking have permitted some local institutions to become part of larger regional and national organizations.
The Corporation's banking and finance subsidiaries compete with other commercial banks, savings associations and credit unions for loans and deposits and with money market funds for deposits.
Consumer and commercial finance companies, mortgage banks, securities brokerage companies, investment banking firms and insurance companies also compete with the financial subsidiaries for various types of loans and financial services. Some of these entities and institutions are not subject to the same regulatory restrictions as financial institution holding companies and their subsidiary banks and savings associations and therefore enjoy certain competitive advantages. The principal methods of competition in banking activities are price, service and convenience.
Regulations and Supervision
The United States banking industry is highly regulated, with federal and state agencies having supervisory authority regarding the chartering, supervision and examination of banks, savings banks and their bank holding companies. There are numerous laws and regulations which limit how a bank holding company and its subsidiaries conduct their businesses, including minimum capital levels, limitations on the payment of dividends and regulation of acquisitions and mergers.
As a bank holding company, the Corporation is subject to regulation under the Bank Holding Company Act of 1956, as amended (the BHC Act), which is administered by the Board of Governors of the Federal Reserve System (Federal Reserve Board). The Corporation is required to file reports with the Federal Reserve Board and various other federal and state agencies and to provide such additional information as may be required.
A bank holding company must obtain Federal Reserve Board approval before acquiring, directly or indirectly, ownership or control of any voting shares of any bank or bank holding company if, after such acquisition, it would own or control more than 5 percent of such shares (unless it already owns or controls a majority of such shares). Federal Reserve Board approval must also be obtained before any bank holding company acquires all or substantially all of the assets of another bank or bank holding company or merges or consolidates with another bank holding company.
The BHC Act also prohibits a bank holding company, with certain limited exceptions, from acquiring or retaining direct or indirect ownership or control of more than 5 percent of the voting shares of any company which is not a bank or bank holding company, or from engaging in any activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain activities which the Federal Reserve Board has determined to be so closely related to the business of banking or managing or controlling banks as to be a proper incident thereto.
The Economic Growth and Regulatory Paperwork Reduction Act of 1996 (EGRPRA) was signed into law on September 30, 1996. EGRPRA streamlined the non-banking activities application process for well-capitalized and well-managed bank holding companies. Under EGRPRA, qualified bank holding companies may commence a regulatorily approved non-banking activity without prior notice to the Federal Reserve Board; written notice is required within 10 days after commencing the activity. Under EGRPRA, the prior notice period is reduced to 12 days in the event of any non-banking acquisition or share purchase, assuming the size of the acquisition does not exceed 10% of risk-weighted assets of the acquiring bank holding company and the consideration does not exceed 15% of Tier 1 capital. The Federal Reserve Board has recently announced comprehensive amendments to its regulations under the BHC Act that implement the foregoing provisions of the EGRPRA and that also streamline the application/notice
process for acquisitions of banks and bank holding companies and eliminate regulatory provisions that the Federal Reserve Board considered unnecessary.
In September 1994, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (Interstate Act) was signed into law, authorizing, among other things, interstate acquisitions by bank holding companies, interstate mergers of banks and "agency banking" with affiliates in different states. The Interstate Act amended the BHC Act to allow an adequately capitalized and managed bank holding company to acquire banks located in any state, beginning September 29, 1995, subject to state deposit caps and a 10 percent nationwide deposit cap. Adequately capitalized banks will be permitted to merge across state lines without regard to whether the merger is prohibited by the laws of any state beginning June 1, 1997. States may "opt out" of this provision prior to the effective date, and alternatively, states may "opt in" earlier than June 1, 1997. Of the states in which the bank subsidiaries of the Corporation operate, Indiana, Illinois and Kentucky have each enacted legislation that permits interstate branching by merger, although only Indiana has authorized such branching prior to June 1, 1997. The Interstate Act's "agency banking" provisions, effective September 29, 1995, permit affiliated banks to act as agent for each other in the conduct of most core banking activities. Affiliated banks may receive deposits, renew time deposits, close loans, service loans and receive payments on loans and other obligations on behalf of each other, without being treated as branches.
Subsidiary banks of a bank holding company are prohibited from engaging in certain tie-in arrangements in connection with the extension of credit or the lease or sale of any property or the furnishing of services. Bank holding companies and their nonbank subsidiaries that engage in electronic benefit transfer services are also subject to certain anti-tying restrictions. Subsidiary banks of a bank holding company are also subject to certain restrictions imposed by the Federal Reserve Act on any extensions of credit to the bank holding company or any of its subsidiaries, or investments in stock or other securities thereof, and on the taking of such stock or other securities as collateral for loans.
The Federal Reserve Board has prescribed capital adequacy guidelines for use in its examination and regulation of bank holding companies. If the capital of a bank holding company falls below the minimum levels established by these guidelines, it may be denied approval to acquire or establish additional banks or non-bank businesses. The guidelines established by the Federal Reserve Board set a minimum leverage ratio of 3.0 percent for the most highly rated bank holding companies that do not anticipate significant growth. All other institutions are required to maintain a ratio of 4.0 to 5.0 percent depending on their particular circumstances and risk profile. This ratio is defined as shareholders' equity less non-qualifying intangible assets, as a percentage of the sum of quarter to date total average assets less non-qualifying intangible assets. The Federal Reserve Board has also adopted risk-based capital guidelines which assign various risk weightings to assets and off-balance sheet items and set minimum capital requirements. Under the current rules, banks are required to have core capital (Tier 1) of at least 4.0 percent of risk-weighted assets and total capital of 8.0 percent of risk-weighted assets. Tier 1 capital consists primarily of shareholders' equity less intangible assets; and total capital consists of Tier 1 capital, certain long-term debt and convertible debentures and a portion of the allowance for loan losses. At December 31, 1996, the Corporation's leverage, Tier 1 and total capital ratios were 7.2 percent, 11.6 percent, and 13.1 percent, respectively, all well above regulatory minimums.
The Federal Reserve Board has issued a policy statement on the payment of cash dividends by bank holding companies. In the statement, the Federal Reserve Board expressed its view that a holding company experiencing earnings weaknesses should not pay cash dividends exceeding its net income nor pay a dividend which can only be funded in a way that weakens the holding company's financial health, such as by borrowing. The Federal Reserve Board periodically examines bank holding companies and possesses cease and desist powers over bank holding companies and their non-bank subsidiaries if their actions represent unsafe or unsound practices.
Per the "cross guarantee" provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, each financial subsidiary of the Corporation could be liable for any loss incurred by the FDIC in connection with the failure of any other financial subsidiary of the Corporation.
Each of the financial subsidiaries is subject to supervision and regulation by its chartering authority. The primary supervisory authorities of the Corporation's bank subsidiaries are the Comptroller of the Currency (national banks) and appropriate state banking regulatory authorities (state banks). Each regulator regularly examines such areas as reserves, loans, investments, management practices and other aspects of bank operations, and has the authority to prevent a bank from engaging in an unsafe or an unsound practice in conducting its business. In addition, the Corporation's subsidiary banks are members of, and subject to regulation by, the Federal Deposit Insurance Corporation (FDIC).
Federal and state banking laws and regulations govern, among other things, the scope of a bank's business, the investments it may make, the reserves against deposits it must maintain, loans a bank makes and collateral it takes, minimum capital levels, activities with respect to mergers and consolidations, and the establishment of branches.
In December 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) was enacted. FDICIA contains various provisions relating to the supervision, regulation, and operation of banks and bank holding companies. Various regulations implementing FDICIA have been promulgated by bank regulators. FDICIA, among other things, identifies the following capital standards for depository institutions: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. A depository institution is well capitalized if it significantly exceeds the minimum level required by regulation for each relevant capital measure, adequately capitalized if it meets each such measure, undercapitalized if it fails to meet any such measure, significantly undercapitalized if it is significantly below any such measure, and critically undercapitalized if it fails to meet any critical capital level set forth in the regulations. FDICIA requires a bank that is determined to be undercapitalized to submit a capital restoration plan, and the bank's holding company must guarantee that the bank will meet its capital plan, subject to certain limitations. FDICIA also prohibits banks from making any capital distribution or paying any management fee if the bank would thereafter be undercapitalized. Under these rules, institutions must have a leverage ratio of 5.0 percent or above, Tier 1 capital to risk-based assets of 6.0 percent or above, and total capital to risk- based assets of 10.0 percent or above in order to qualify as well capitalized. All of the Corporation's banking subsidiaries were well-capitalized for purposes of FDICIA and exceeded all other regulatory capital requirements at year-end 1996.
FDICIA grants the FDIC authority to impose special assessments on insured depository institutions to repay FDIC borrowings from the United States Treasury or other sources and to establish
semiannual assessment rates on Bank Insurance Fund (BIF) and Savings Association Insurance Fund (SAIF) member banks so as to maintain the funds at the designated reserve ratios defined in FDICIA. FDICIA also required the FDIC to implement a risk-based insurance assessment system pursuant to which the premiums paid by a depository institution are based on the probability that the BIF or SAIF will incur a loss in respect of such institution. Each of the Corporation's financial subsidiaries was in the category of institutions that paid deposit assessments at the lowest rates.
Because of concerns relating to competitiveness and the safety and soundness of the banking industry, Congress is considering a number of wide- ranging proposals for altering the structure, regulation and competitive relationships of the nation's financial institutions. Among such bills are new proposals to merge the BIF and the SAIF insurance funds, to eliminate the federal thrift charter, to alter the statutory separation of commercial and investment banking and to further expand the powers of banks, bank holding companies and competitors of banks. It cannot be predicted whether or in what form any of these proposals will be adopted or the extent to which the business of the Corporation may be affected thereby.
Government Policies
The policies of federal and state agencies including the Federal Reserve Board, the FDIC and other regulatory authorities may have a significant effect on the operating results of the Corporation and the banking industry. An important function of the Federal Reserve Board is to regulate aggregate money supply and credit conditions and interest rates in order to influence general economic conditions. The Federal Reserve Board, primarily through open market operations of U.S. Government securities, and by varying the discount rate for member bank borrowings and changing reserve requirements against member bank deposits, can exercise significant influence on the overall growth and distribution of bank loans and deposits and interest rates charged on loans and earned on investments or paid for time and savings deposits. The general effect, if any, of such policies upon the future business and earnings of the Corporation and its financial subsidiaries cannot be determined.
Forward Looking Statements
Statements contained in this Report and in future filings by the Corporation with the Securities and Exchange Commission, in the Corporation's press releases and in oral statements made with the approval of an authorized executive officer, which are not historical or current facts are "forward- looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). There can be no assurance that such forward-looking statements will in fact transpire. The following important factors, risks and uncertainties, among others, could cause actual results to differ materially from such forward- looking statements:
Credit risk: Although the Corporation has had good credit quality in recent years, changes in economic conditions could adversely affect the credit quality of the loan portfolio.
Interest rate risk: Although the Corporation actively manages its interest rate sensitivity, such management is not an exact science. Rapid increases or decreases in interest rates could adversely impact the Corporation's net interest margin if changes in its cost of funds do not correspond to the changes in income yields.
Competition: The Corporation's activities in its local markets involve competition with other banks as well as other financial institutions and enterprises. Also, the financial service markets have and likely will continue to experience substantial changes, which could significantly change the Corporation's competitive environment in the future.
Legislative and regulatory environment: The Corporation operates in a rapidly changing legislative and regulatory environment. It cannot be predicted how or to what extent future developments in these areas will affect the Corporation. These developments could negatively impact the Corporation through increased operating expenses for compliance with new laws and regulations, restricted access to new products and markets, or in other ways.
General business and economic trends: These factors, including the impact of inflation levels, influence the Corporation's results in numerous ways, including operating expense levels, deposit and loan activity, and availability of trained individuals needed for future growth.
The foregoing list should not be construed as exhaustive and the Corporation disclaims any obligation to subsequently update or revise any forward-looking statements after the date of this Report.
Executive Officers of the Registrant
The following table sets forth the names and ages of all executive officers of the Corporation, including all positions and offices with the Corporation held by each such person, the term of office and the period during which he has served as such.
There are no family relationships between any of the named persons. Each executive officer is elected by the Corporation's Board of Directors to serve until the close of the next annual meeting of the shareholders following his election and until the election of his successor. No executive officer of the Corporation was selected to his position pursuant to any arrangement or understanding with any other person.
Statistical Disclosure
The statistical disclosures of the Corporation on a consolidated basis, included on pages 21 to 37 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1996, are hereby incorporated by reference herein.
ITEM 2.
ITEM 2. PROPERTIES
Citizens owns a modern, 15-story office building which houses the Corporation's principal offices and the main banking offices of Citizens. The building is located at 20 Northwest Third Street, Evansville, Indiana, and is in excellent condition. The Corporation and Citizens presently occupy approximately three-fourths of the building and the remainder is leased to various tenants. The Corporation and Citizens also utilize five other buildings in close proximity to the main banking office in downtown Evansville which are also owned and are available for future office needs of the Corporation. A portion of this space is also currently being leased by various tenants. The financial subsidiaries own 74 of the 126 remaining offices in which they conduct their businesses. Additionally, three other properties are utilized as office space by the Corporation's subsidiaries. The net investment, as of December 31, 1996, of the Corporation and its subsidiaries in property and equipment was $70,448,000. Three properties are security for real estate mortgages payable which balances totaled $2,834,000 at December 31, 1996. None of the other properties are subject to material liens or other encumbrances.
Management of the Corporation believes that, as a group, the facilities are in satisfactory condition and repair and will be adequate to meet its foreseeable needs.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Corporation presently is engaged in routine litigation incidental to its business and management does not believe such litigation will materially adversely affect the Corporation's consolidated financial position or operations.
ITEM 4.
ITEM 4. SUBMISSION MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of 1996.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND STOCKHOLDER MATTERS
Pages 1 and 63 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1996, are hereby incorporated by reference herein.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Page 20 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1996, is hereby incorporated by reference herein.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Pages 21 to 36 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1996, are hereby incorporated by reference herein.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 28 and 38 to 60 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1996, are hereby incorporated by reference herein.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The "Letter re Change in Certifying Accountant" required by Item 601(b)(16) was previously filed as an exhibit to the Corporation's Current Report on Form 8-K filed September 11, 1996.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information under the headings "Information Regarding Nominees for Class III Directors" and "Information Regarding Directors Continuing in Office" on pages 4 and 5 of the Corporation's Proxy Statement for its Annual Meeting of Shareholders to be held April 22, 1997, is hereby incorporated by reference herein. The information on Executive Officers is included in Part I, Item 1 of this Annual Report on Form 10-K.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information under the heading "Executive Compensation" on pages 7 to 13 of the Corporation's Proxy Statement for its Annual Meeting Shareholders to be held April 22, 1997, is hereby incorporated by reference herein.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information regarding beneficial ownership of the Common Stock of the Corporation set forth under the headings "Certain Beneficial Ownership," "Information Regarding Nominees for Class III Directors," "Information Regarding Directors Continuing in Office" and "Security Ownership of
Management," on pages 3 through 6 of the Corporation's Proxy Statement for its Annual Meeting of Shareholders to be held April 22, 1997, is hereby incorporated by reference herein.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the heading "Transactions with Directors, Officers and Associates" on page 14 of the Corporation's Proxy Statement for its Annual Meeting of Shareholders to be held April 22, 1997, is hereby incorporated by reference herein.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
(1) The following consolidated financial statements of the Corporation, included on pages 38 through 60 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1996, are hereby incorporated by reference herein:
. Consolidated Balance Sheets at December 31, 1996 and 1995. . Consolidated Statements of Income, years ended December 31, 1996, 1995, and 1994. . Consolidated Statements of Changes in Shareholders' Equity, years ended December 31, 1996, 1995 and 1994. . Consolidated Statements of Cash Flows, years ended December 31, 1996, 1995 and 1994. . Notes to Consolidated Financial Statements. . Independent Auditors' Report.
(2) All schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or related notes.
(b) Reports on Form 8-K
None.
(c) Exhibits
(1) Exhibits required to be filed by Item 601(a) of Regulation S-K are included as exhibits to, or incorporated by reference in, this Report as follows:
3(i) - Articles of Incorporation of the Corporation, filed as Exhibit 3(i) to the Corporation's 1994 Annual Report on Form 10-K, is incorporated herein by reference.
3(ii)- Bylaws of the Corporation, filed as Exhibit 3(ii) to the Corporation's 1995 Annual Report on Form 10-K, is incorporated herein by reference.
4 - No long-term debt instrument issued by the Corporation exceeds 10% of the consolidated total assets of the Corporation and its subsidiaries. In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-K, the Corporation will furnish to the Securities and Exchange Commission upon request copies of long-term debt instruments and related agreements.
10* - (1) The following Executive Compensation Plans and Arrangements, filed as Exhibits 10(1)(c) and (d) to the Corporation's 1992 Annual Report on Form 10-K, are incorporated herein by reference: (a) CNB Bancshares, Inc. 1992 Incentive Stock Option Plan; and (b) Citizens Incentive Savings Plan.
(2) The following Management Contracts, filed as Exhibits 10(2)(a),10(2)(c) and 10(2)(d) and to the Corporation's 1992 Annual Report on Form 10-K, are incorporated herein by reference: (a) Change of control agreement between the Corporation and H. Lee Cooper dated December 20, 1988; (b) Change of control agreement between the Corporation and James J. Giancola dated June 6, 1992; and (c) Change of control agreement between the Corporation and David L. Knapp dated December 20, 1988.
(3) The following Management Contract and Executive Compensation Plans, filed as exhibits 10(3)(a) through (c) to the Corporation's 1994 Annual Report on Form 10-K, are incorporated herein by reference. (a) Change of control agreement between the Corporation and M. Lynn Cooper dated May 19, 1992. (b) CNB Bancshares, Inc. Savings Equalization Plan, dated May 1, 1994. (c) CNB Bancshares, Inc. Pension Equalization Plan, dated May 1, 1994.
(4) The CNB Bancshares Inc. 1995 Incentive Stock Option Plan is incorporated herein by reference to the Corporation's filing with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form S-8, Registration No. 33- 60431.
(5) The following Management Contracts, filed as Exhibits 10(5)(a) through (d) to the Corporation's 1995 Annual Report on Form 10-K, are incorporated herein by reference: (a) Change of control agreement between the Corporation and James R. Dodd dated December 10, 1993; (b) Change of control agreement between the Corporation and Marvin Huff, Jr. dated December 20, 1988; (c) Change of control agreement between the Corporation and David M. Viar dated October 18, 1993; and (d) Change of control agreement between the Corporation and John R. Spruill dated October 3, 1995.
13 - Portions of the Annual Report to Shareholders for the year ended December 31, 1996
21 - Subsidiaries of the Corporation.
23(a) - Consent of KPMG Peat Marwick LLP
23(b) - Consent of Geo. S. Olive & Co. LLC
27 - Financial Data Schedule
99 - Independent Auditors' Report for the Years Ended December 31, 1995 and 1994.
(2) The following exhibit will be submitted at a later date:
The annual financial statements and independent auditors' report thereon for Citizens Incentive Savings Plan for the year ended December 31, 1996, will be filed as an amendment to the 1996 Annual Report on Form 10-K no later than June 29, 1997.
* The documents identified herein as 10-(1)(a) and 10-(1)(b), 10-(2)(a) through 10-(2)(c), 10-(3)(a) through 10-(3)(c), 10-(4) and 10-(5)(a) through 10-(5)(d) constitute all management contracts and compensatory plans and arrangements required to be filed as an exhibit to this Form, pursuant to Item 14(c) of this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 18th day of March, 1997.
CNB BANCSHARES, INC.
By /s/ James J. Giancola ------------------------------ James J. Giancola, President and Chief Executive Officer (chief executive officer)
By /s/ John R. Spruill ------------------------------ John R. Spruill, Executive Vice President and Chief Financial Officer (principal financial officer)
By /s/ Ralph L. Alley ------------------------------ Ralph L. Alley, Senior Vice President, Controller and Treasurer (principal accounting officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
EXHIBIT INDEX