SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
CNB BANCSHARES, INC. CNB CAPITAL TRUST I
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(Exact Name of Registrant (Exact Name of Registrant
as Specified in its Charter) as Specified in its Charter)
Indiana Delaware
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(State of Incorporation or (State of Incorporation or
Organization) Organization)
35-1568731 Applied For
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(IRS Employer Identification Number) (IRS Employer Identification Number)
c/o CNB Bancshares, Inc.
20 N.W. Third Street 20 N.W. Third Street
Evansville, Indiana 47739 Evansville, Indiana 47739
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(Address of Principal Executive (Address of Principal Executive
Offices) Offices)
______________________________
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class Which Each Class is to be
so Registered Registered
__ % Shared Preference New York Stock Exchange, Inc.
Redeemable Securities (and
the Guarantee with
respect thereto)
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange
Act and is effective pursuant to General Instruction
A.(c), check the following box. [x]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction
A.(d), check the following box. [ ]
Securities Act registration statement file number to
which this form relates: 333-55947 and 333-55947-01.
______________________________
Securities to be registered pursuant to Section 12(g) of the Act:
None
Page
Item 1. Description of Registrant's Securities to be Registered
For a full description of the % Shared Preference
Redeemable Securities (the "Capital Securities") to be issued by
CNB Capital Trust I, a Delaware statutory business trust (the
"Trust"), and the guarantee with respect to the Capital
Securities issued by CNB Bancshares, Inc., an Indiana corporation
(the "Company"), both of which are being registered hereby,
reference is made to the information contained under the captions
"Description of Capital Securities," "Description of Convertible
Subordinated Debentures," and "Description of Guarantee" in the
Prospectus that forms part of the Registration Statement
(Registration Nos. 333-55947 and 333-55947-01) (the "Registration
Statement") filed by the Company and the Trust with the
Securities and Exchange Commission ("SEC") on June 3, 1998, under
the Securities Act of 1933, as amended (the "Act"). The
information contained in the Registration Statement and the
Prospectus are incorporated herein by reference. Definitive
copies of the Prospectus describing the Capital Securities will
be filed pursuant to Rule 430A or pursuant to an amendment to the
Registration Statement under the Act and shall be deemed
incorporated by reference into this Registration Statement on
Form 8-A.
Item 2. Exhibits
2.1 Certificate of Trust of CNB Capital Trust I. Incorporated
by reference to Exhibit 4.3 to the Registration Statement.
2.2(a) Trust Agreement of CNB Capital Trust I. Incorporated by
reference to Exhibit 4.4 to the Registration Statement.
2.2(b) Form of Amended and Restated Trust Agreement of CNB Capital
Trust I. Incorporated by reference to Exhibit 4.5 to the
Registration Statement.
2.3 Form of Capital Security Certificate of CNB Capital
Trust I. Incorporated by reference to Exhibit 4.6 to the
Registration Statement (included as an exhibit to
Exhibit 4.5 to the Registration Statement).
2.4 Form of Capital Securities Guarantee Agreement for CNB
Capital Trust I. Incorporated by reference to Exhibit 4.7
to the Registration Statement.
2.5 Form of Indenture between CNB Bancshares, Inc. and The Bank
of New York, as Trustee. Incorporated by reference to
Exhibit 4.1 to the Registration Statement.
2.6 Form of Convertible Subordinated Debenture. Incorporated
by reference to Exhibit 4.2 to the Registration Statement
(included as an exhibit to Exhibit 4.1 to the Registration
Statement).
Page
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrants have duly caused this
Registration Statement to be signed on their behalf by the
undersigned, thereto duly authorized.
Dated: June 5, 1998
CNB BANCSHARES, INC. CNB CAPITAL TRUST I
/s/ John R. Spruill /s/ John R. Spruill
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John R. Spruill John R. Spruill
Executive Vice President Administrative Trustee