THIS DOCUMENT IS FILED
PURSUANT TO RULE 424
PARAGRAPH B3
FILE NUMBER 33-68334
DIVIDEND
REINVESTMENT
AND STOCK
PURCHASE PLAN
CBT CORPORATION
TABLE OF CONTENTS
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2
USE OF PROCEEDS 3
THE PLAN
PURPOSE 3
ADVANTAGES 3
PARTICIPATION 3
ADMINISTRATION 4
COST 5
PURCHASE OF SHARES 5
OPTIONAL CASH PAYMENTS 5
STOCK CERTIFICATES 6
REPORTS TO PARTICIPANTS 6
WITHDRAWAL 6
OTHER INFORMATION 7
TAXES 8
INDEMNIFICATION 9
LEGAL OPINION 9
EXPERTS 9
PROSPECTUS
CBT Corporation
400,000 Shares
Common Stock
Dividend Reinvestment And
Stock Purchase Plan
The Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of CBT Corporation (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.
Participants in the Plan may elect to either:
1. Have cash dividends on all of their Common Stock
automatically reinvested;
2. Have cash dividends on less than all of their Common
Stock automatically reinvested, and continue to receive
cash dividends on the remaining Common Stock;
3. Invest optional cash payments not to exceed $3,000
per quarter; or
4. Invest both cash dividends and optional cash
payments.
Under the Plan, all participants may make optional cash
payments from time to time to purchase additional shares of
the Company's Common Stock. The payments cannot be less
than $50 or more than $3,000 per quarter.
The administrator of the Plan is UMB, n.a.
("Administrator"). As Administrator, it will use dividends
and optional cash payments received from participants to
acquire shares of the Company's Common Stock for the
accounts of participants. The shares of Common Stock may be
acquired either from the Company or on the open market.
The price of shares purchased from the Company will be the
average of the closing bid and asked prices for the
Company's shares as reported on the NASDAQ National Market
for the five (5) immediately preceding business days. The
price of shares purchased on the open market will be the
prevailing market price. THERE IS NO DISCOUNT ON ANY
PURCHASES.
You may enroll in the Plan by completing the enclosed
Authorization Card and returning it to the Administrator.
If you do not wish to participate in the Plan, you will
continue to receive your dividends, if and when declared, by
check.
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.
The date of this Prospectus is October 25, 1994.
AVAILABLE INFORMATION
The Company's principal executive offices are located at
333 Broadway, Paducah, Kentucky 42001 and its telephone
number is (502) 575-5100.
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934 and in accordance
therewith files reports, proxy and information statements
and other information with the Securities and Exchange
Commission (the "Commission"). These reports, proxy and
information statements and other information filed by the
Company can be inspected and copied at the public reference
facilities maintained by the Commission, Room 1024, 450
Fifth Street, N.W., Washington, D.C., 20549, and the
regional offices of the Commission located at Suite 1400,
Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661 and 7 World Trade Center, Thirteenth
Floor, New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and information filed by the
Company with the Commission are incorporated herein by
reference:
(a) The Company's annual report on Form 10-K for the
year ended December 31, 1993;
(b) The Company's Form 10-Q for the quarters ending
March 31, 1994 and June 30, 1994;
(c) The Company's Form 8-K's filed with the Commission
on January 10, 1994, April 29, 1994 and May 31, 1994;
and
(d) The description of Common Stock which is
contained in the Company's registration statement
filed under Section 12 of the Exchange Act, and any
amendment or reports filed for the purpose
of updating such description.
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.
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, CBT Corporation, 333 Broadway, Paducah, KY 42001,
telephone number (502) 575-5138.
USE OF PROCEEDS
The Company is presently unable to determine either the
number of shares that will be sold by it under the Plan or
the prices at which such shares will be sold. The Company
currently has no specific plan for using the proceeds
generated by its sales of shares under the Plan. The
Company will add such proceeds to its general funds to be
used for the Company's general corporate purposes.
THE PLAN
The following question and answer statements constitute
the full provisions of the Dividend Reinvestment and Stock
Purchase Plan of CBT Corporation, which was adopted by the
Board of Directors of the Company on September 15, 1993.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record holders of
the Company's common stock ("Common Stock") who participate
in the Plan ("Participants") with an attractive and
convenient method of investing cash dividends and voluntary
cash payments in shares of Common Stock. To the extent such
shares are purchased directly from the Company and not in
the open market, the Company will receive additional funds
to be used for general corporate purposes.
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan may (a) have cash dividends on
all or less than all of their shares of Common Stock
automatically reinvested, or (b) invest optional cash
payments on a quarterly basis, not to exceed $3,000 per
quarter (minimum payment of $50), or (c) both reinvest cash
dividends and invest optional cash payments. The Plan
permits Participants to make optional cash payments without
reinvesting any of their cash dividends, except that the
dividends on any shares of Common Stock purchased under the
Plan will be reinvested until such time as the Participant
withdraws such shares from the Plan. The Plan permits
fractions of shares, as well as full shares, to be credited
to Participant's accounts. In addition, dividends in
respect to such fractions, as well as in respect to full
shares, will be credited to Participant's accounts and
reinvested in shares of Common Stock under the Plan.
Regular statements of account are provided for
recordkeeping.
PARTICIPATION
3. Who is eligible to participate?
All holders of record of shares of Common Stock are
eligible to participate in the Plan.
4. My stock is registered in the name of my broker. Can I
participate in the Plan?
All holders of record of Common Stock 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 his own name
in order to have dividends on the shares reinvested.
5. How does an eligible shareholder participate in the
Plan?
An eligible shareholder may join the plan by signing an
Authorization Card and returning it to the Administrator.
An Authorization Card is enclosed with this Prospectus and
additional forms may be obtained at any time by written
request to CBT Corporation, 333 Broadway, Paducah, KY 42001;
Attn: Secretary of the Board.
6. When can a shareholder enter the Plan?
An eligible shareholder may join the Plan at any time. If
an Authorization Card specifying reinvestment of dividends
is received by the Administrator before the record date
established for payment of a particular dividend,
reinvestment will commence with that dividend payment. If
the Authorization Card is received after the record date,
the reinvestment of dividends through the Plan will begin
with the next succeeding dividend. The dividend Record Date
for determining shareholders who are entitled to receive
dividends normally precedes the Dividend Payment Date by
three weeks.
7. What does the Authorization Card provide?
By checking the appropriate box on the Authorization Card,
a shareholder can (a) direct CBT Corporation to pay to the
Administrator all or less than all of the shareholder's cash
dividends (after withholding any required income taxes) on
the shares registered in his own name and direct the
Administrator to reinvest the cash dividends and any
optional cash payments received from the shareholder, or (b)
direct the Administrator to invest only optional cash
payments received. Cash dividends on shares of Common Stock
purchased under the Plan will be used to purchase additional
shares of Common Stock unless the shares are withdrawn from
the Plan. Changes in the manner of participation can be
made only by submitting a new Authorization Card. Optional
cash payments should be sent directly to the Administrator
and should be made payable to UMB, n.a.
ADMINISTRATION
8. Who administers the Plan?
UMB, n.a. acts as agent for Participants and keeps a
continuing record of their accounts, sends statements of
account to Participants and performs other duties relating
to the Plan. Should UMB, n.a. resign, another agent will be
asked to serve. All communications regarding the Plan
should be sent to the Administrator addressed as follows:
UMB, n.a.
Securities Transfer Division
P. O. Box 410064
Kansas City, Missouri 64141-0064
COST
9. What does it cost to participate?
The only cost to Participants is a proportionate share of
any brokerage costs for each reinvestment transaction. This
should be less than the usual costs for an individual odd-
lot purchase because the Company consolidates all
Participants' dividends to buy shares on larger quantity.
The Company will pay all administration costs of the Plan,
except in connection with the sale of shares when a
Participant withdraws from the Plan (see Question 20).
PURCHASE OF SHARES
10. What is the price of shares purchased through the Plan?
The price of shares purchased by the Administrator from
the Company with reinvested dividends as well as optional
cash payments will be the average of the closing bid and
asked for the Company's shares (as reported on the NASDAQ
National Market for the five (5) immediately preceding
business days). The price of shares purchased by the
Administrator on the open market will be the prevailing
market price.
11. When are such purchases made?
Shares acquired from the Company will be purchased for the
accounts of the Participants as of the close of business on
the dividend payment date. Shares acquired on the open
market or from private sources will be purchased promptly by
the Administrator. These purchases are subject to such
terms and conditions, including price and delivery, as the
Administrator may agree to. Dividend and voting rights will
commence upon settlement, which is normally five business
days after the purchase, whether from the Company or any
other source. For the purpose of making purchases, the
Company will commingle each Participant's funds with those
of all other Participants.
12. How many shares are purchased for each Participant?
The number of shares to be purchased depends on the amount
of the Participant's dividend (after deducting any required
income tax withholding) on shares included in the Plan and
optional cash payments, if any, made by the Participant, and
the price of the shares of Common Stock purchased. Each
Participant's account will be credited with that number of
shares, including partial shares, equal to the sum of the
total amount of that Participant's reinvested dividend plus
the total amount of that Participant's optional cash payment
(if an optional cash payment is made), divided by the
purchase price of the Common Stock.
OPTIONAL CASH PAYMENTS
13. Can cash be added to purchase additional shares?
Yes. Additional shares may be purchased with optional
cash payments.
14. When can optional cash payments be made?
A voluntary cash payment may be made by forwarding a check
or money order to the Administrator. Checks and money
orders should be made payable to "UMB, n.a.", and should
include the Participant's account number. The Administrator
will apply any optional cash payment received from a
Participant on or within 30 days prior to a dividend payment
date to the purchase of Common Stock for the account of the
Participant on that dividend payment date if such Common
Stock is purchased from the Corporation and as soon as
practical after that dividend payment date if such Common
Stock is purchased in the open market. Optional cash
payments received more than 30 days prior to the next
dividend date will be returned to the Participant. The
Corporation recommends that optional cash payments be sent
so as to be received shortly before a dividend payment date.
No interest will be paid on these payments.
15. What is the maximum aggregate amount of cash that can
be invested through optional cash payments?
Up to $3,000 per quarter in optional cash payments can be
invested in the Plan. Each optional cash payment must be at
least $50 but may not be more than $3,000. The same amounts
need not be sent each quarter and there is no obligation to
make an optional cash payment each quarter.
STOCK CERTIFICATES
16. What happens to stock certificates under the Plan?
Stock certificates for shares purchased through the Plan
will not be issued unless specifically requested by the
participants. Thus, you will be relieved of the
responsibility of certificate safekeeping. Certificates for
full shares will be issued without charge upon written
request directed to the Administrator.
REPORTS TO PARTICIPANTS
17. How will I be informed about my account?
Each Participant in the Plan will receive from the
Administrator a quarterly statement of his account. These
statements are a Participant's continuing record of the cost
of his purchases and should be retained for income tax
purposes. In addition, each Participant will receive from
the Company or the Administrator copies of the same
communications sent to every other holder of Common Stock,
including the Quarterly and Annual Reports to Stockholders,
Notice of Annual Meeting and Proxy Statement, and IRS
information for reporting dividends paid.
WITHDRAWAL
18. How does a Participant withdraw from the Plan?
A Participant may withdraw from the Plan by notifying the
Administrator, in writing, that he wishes to withdraw.
19. When does a withdrawal from the Plan become effective?
Withdrawal is normally effective when notice is received
by the Administrator. However, if the notice of withdrawal
is received after a dividend ex-date and before the related
dividend payment date, the withdrawal will be effective
after that dividend payment date. The dividend paid on that
date and any optional payment will be invested under the
Plan. The withdrawal will be processed after the
Participant's account has been credited with the shares
purchased. Dividends paid after withdrawal from the Plan
will be paid in cash directly to the shareholder unless he
elects to re-enroll in the Plan, which the shareholder may
do at any time.
20. How are shares distributed upon withdrawal?
When a Participant withdraws from the Plan, or upon
termination of the Plan by the Company, a certificate for
whole shares credited to his account under the Plan will be
issued and a cash payment will be made for any fraction of a
share, less a handling charge of $2.00. Upon withdrawal
from the Plan, the Participant may, if he desires, also
request that all of the shares, both whole and fractional,
credited to his account in the Plan be sold. The request
must be made in writing and addressed to the Administrator
at the address set forth in Question 8. If he requests such
sale, the sale of all shares will be made for the account of
the Participant by the Administrator as soon as practicable
after processing the request for withdrawal. The
Participant will receive the proceeds of the sale less any
sales commission and a handling charge of $2.00. If an
account is in the name of joint tenants, each individual
whose name is on the account must execute the request to
sell shares.
21. What happens to a fraction of a share when a
Participant withdraws from the Plan or the Plan is
terminated?
When a Participant withdraws from the Plan, a cash payment
representing the proceeds from the sale of any fraction of a
share will be mailed directly to the Participant. This cash
payment will be based on the then current market price of
the shares of Common Stock of CBT Corporation less any sales
commission and a handling charge of $2.00. Adjustments for
fractional shares would also be made upon termination of the
Plan.
OTHER INFORMATION
22. 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.
A Participant may vote his shares, including all shares
held in his Plan account, in person at any shareholders'
meeting.
In no event will the Administrator exercise its own
discretion on voting any shares held on behalf of the Plan
Participants.
23. What are the responsibilities of the Administrator
under the Plan?
The Administrator has no responsibility with respect to
the preparation and content of this Prospectus. The Company
and the Administrator, in administering the Plan, will not
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.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR
THE ADMINISTRATOR CAN ASSURE PARTICIPANTS OF PROFITS, OR
PROTECT PARTICIPANTS AGAINST LOSSES, ON SHARES PURCHASED
AND/OR HELD UNDER THE PLAN.
24. What happens if the Company issues a stock dividend,
declares a stock split or has a rights offering with respect
to the Common Stock?
Any shares resulting from a stock dividend or stock split
with respect to the Common Stock (whole shares and any
fractional interest) in a Participant's account will be
credited to such account. The basis for any rights offering
will include the shares of Common Stock and any fractional
interest credited to a Participant's account. The number
and class of shares subject to the Plan will be adjusted to
reelect such events as stock dividends, stock splits,
recapitalizations and like changes.
25. 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 on such Participant's account. Any
fractional share in such Participant's account will be
converted to cash 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.
TAXES
26. What are the federal income tax consequences of
participation in the Plan?
Under federal income tax law, a Participant in the Plan
who acquires shares purchased directly from the Company with
reinvested dividends will be treated as receiving, on each
dividend payment date, a dividend in an amount equal to the
fair market value of the additional shares acquired on that
date. A Participant in the Plan who acquires shares
purchased in the open market with reinvested dividends will
be treated as receiving a cash distribution equal to the sum
of the purchase price and the pro rata brokerage fees paid
by the Company in connection with the purchase of such
shares.
A Participant's tax basis in the shares purchased directly
from the Company with reinvested dividends will be the fair
market value of the shares on the dividend payment date on
which the shares were acquired. A Participant's tax basis
in shares purchased in the open market with reinvested
dividends will be equal to the purchase price of the shares
plus the amount of the pro rata brokerage fees paid in
connection with the purchase of such shares.
A Participant's tax basis in shares purchased directly
from the Company with optional cash payments will be the
purchase price of the shares. The tax basis of shares
purchased in the open market with optional cash payments
will be the purchase price of the shares plus the amount of
the pro rata brokerage fees paid in connection with the
purchase of such shares.
A Participant's holding period for the shares acquired
pursuant to the Plan will begin on the day following the
purchase of such shares.
Dividends which a Participant receives under the Plan will
be eligible for the dividends received deduction generally
available to corporations to the same extent as cash
dividends paid directly to the Participant.
In the case of any shareholder as to whom federal income
tax withholding on dividends is required, and in the case of
a foreign shareholder whose taxable income under the Plan is
subject to federal income tax withholding, the Company will
reinvest dividends net of the required amount of tax
withheld.
Participants should consult their own tax advisors as to
the tax consequences of account transactions. Certain tax
information will be provided to Participant be the
Administrator.
INDEMNIFICATION
Article XII of the Company's Articles of Incorporation, as
amended, limits the liability of directors of the Company
pursuant to the Kentucky Business Corporation Act. Under
this Article, directors generally will be personally liable
to the Company or its shareholders for monetary damages only
for transactions involving conflicts of interest or from
which a director derives an improper personal benefit,
intentional misconduct or violations of law, and unlawful
distributions.
The Bylaws of the Company acknowledge the provisions for
indemnification set out in the Kentucky Business Corporation
Act. The circumstances under which Kentucky law requires or
permits a corporation to indemnify its directors, officers,
employees and/or agents are set forth at KRS 271B.8-500 et
seq.
Insofar as indemnification for liabilities arising under
the Securities Act of 1993 (the "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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
LEGAL OPINION
The validity of the original shares of Common Stock to
be purchased from CBT Corporation under the Plan has been
passed upon by Wyatt, Tarrant & Combs, Louisville, Kentucky.
EXPERTS
The consolidated financial statements of the Company
and its subsidiaries as of December 31, 1993 and 1992 and
for each of the years in the three-year period ended
December 31, 1993, incorporated by reference herein and
elsewhere in the registration statement have been
incorporated by reference herein and in the registration
statement in reliance upon the report of Deloitte & Touche,
LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as
experts in accounting and auditing. To the extent that
Deloitte & Touche, LLP, audits and reports on financial
statements of the Company issued at future dates, and
consents to the use of their report thereon, such financial
statements also will be incorporated by reference in the
registration statement in reliance upon their report and
said authority.
CBT CORPORATION
Dividend Reinvestment
and Stock Purchase Plan
PROSPECTUS
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
the Company. 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.
October 25, 1994