0000898822-95-000096.txt : 19950818 0000898822-95-000096.hdr.sgml : 19950818 ACCESSION NUMBER: 0000898822-95-000096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 ITEM INFORMATION: Other events ITEM INFORMATION: Resignations of registrant's directors FILED AS OF DATE: 19950817 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANCORPORATION INC CENTRAL INDEX KEY: 0000064907 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430951744 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11792 FILM NUMBER: 95565027 BUSINESS ADDRESS: STREET 1: P O BOX 524 STREET 2: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 BUSINESS PHONE: 3144252525 MAIL ADDRESS: STREET 1: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 FORMER COMPANY: FORMER CONFORMED NAME: MERCANTILE TRUST CO DATE OF NAME CHANGE: 19720229 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 4, 1995 Date of Report (Date of earliest event reported) Mercantile Bancorporation Inc. (Exact name of Registrant as specified in its charter) Missouri 0-6045 43-0951744 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) P.O. Box 524, St. Louis, Missouri 63166-0524 (Address of principal executive offices) (Zip Code) (314) 425-2525 (Registrant's telephone number, including area code) Item 5. Other Events On August 4, 1995, Mercantile Bancorporation Inc., a Missouri corporation ("MBI"), and Hawkeye Bancorporation, an Iowa corporation ("Hawkeye"), entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement"). Pursuant to the Reorganization Agreement, Hawkeye will be merged with and into a wholly owned subsidiary of MBI incorporated or to be incorporated under the laws of Iowa (the "Merger"). Pursuant to the Reorganization Agreement, Hawkeye common shareholders will receive 0.585 shares of MBI common stock, par value $5.00 per share ("MBI Common Stock"), for each share of Hawkeye common stock, without par value ("Hawkeye Common Stock"). Based on the number of shares of Hawkeye Common Stock outstanding as of June 30, 1995, an aggregate of approximately 7,874,903 shares of MBI Common Stock will be issued to the common shareholders of Hawkeye in the Merger. Consummation of the Merger is subject to certain conditions, including: (i) approval of the Reorganization Agreement by the holders of a majority of the outstanding shares of Hawkeye Common Stock; (ii) approval of the Federal Reserve Board and various other federal and state regulatory authorities to the extent required; (iii) registration of the shares of MBI Common Stock to be issued in the Merger under the Securities Act of 1933, as amended, and all applicable state securities laws; (iv) receipt of an opinion of counsel as to the tax-free nature of certain aspects of the Merger; and (v) satisfaction of certain other conditions. Certain directors and officers of Hawkeye have agreed with MBI to vote all of the shares of Hawkeye Common Stock over which such directors or officers have voting power to approve the Merger and not to sell any of such shares other than pursuant to the Merger without MBI's consent. Pursuant to a Stock Option Agreement, dated August 4, 1995, between MBI and Hawkeye (the "Stock Option Agreement"), Hawkeye granted MBI an irrevocable option (the "Option") to purchase, under certain circumstances and subject to certain adjustments, up to 2,678,000 authorized and unissued shares of Hawkeye Common Stock, at a price of $22.00 per share payable in cash. The shares of Hawkeye Common Stock subject to the Option would equal 19.9% of the outstanding Hawkeye Common Stock before giving effect to the exercise of the Option. Under certain circumstances, Hawkeye may be required or permitted to repurchase the Option granted by it or the shares of Hawkeye Common Stock acquired pursuant to the exercise of the Option. The Option was granted by Hawkeye as a condition of and in consideration for MBI entering into the Reorganization Agreement. For additional information regarding the Merger and related matters, reference is made to the press release dated August 4, 1995, a copy of which is filed herewith as an exhibit hereto and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Informa- tion and Exhibits The following exhibits are filed with this report: 99.1 Press Release dated August 4, 1995. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. MERCANTILE BANCORPORATION INC. Dated: August 17, 1995 By /s/ Jon W. Bilstrom Jon W. Bilstrom General Counsel and Secretary EXHIBIT LIST 99.1 Press Release dated August 4, 1995. EX-99.1 2 Bancorporation P.O. Box 524 MERCANTILE Release Inc St. Louis MO 63166-0524 BANK For Immediate Release: August 4, 1995 Contact: Patrick Strickler (314) 425-3835 (314) 425-8335 NYSE Symbol: MTL In newspaper stock tables generally MercBc or MercBcpMO MERCANTILE ANNOUNCES PLAN TO MERGE WITH HAWKEYE BANCORPORATION ST. LOUIS -- Mercantile Bancorporation Inc., the $15.3-billion asset St. Louis-based bank holding company, an- nounced today that it plans to expand its presence in Iowa through a merger with Hawkeye Bancorporation. The merger would move Mercantile into a major posi- tion in deposit market share in Iowa, where Hawkeye currently has a market leadership position in most of the banking markets it serves. None of those markets overlaps with existing Mer- cantile banks in Iowa. Hawkeye, which operates 23 banks with 65 branches serving a total of 47 Iowa communities, had approximately $2- billion in assets as of June 30. Mercantile, with a total of 54 locally-managed banks in five Midwestern states, already has -1- established a presence in the Iowa markets of Waterloo and Dav- enport. "This merger with Hawkeye dramatically moves Mercan- tile into a market leadership position in Iowa," said Thomas H. Jacobsen, Mercantile's Chairman and Chief Executive Officer. "It also reflects Mercantile's established expansion strategy of securing a significant presence in strong Midwestern mar- kets." He added, "Hawkeye's network of community banks com- plements existing Mercantile markets in Iowa, and we believe the combination of our two organizations creates a very com- petitive banking organization to serve the customers of Iowa." "We are extremely pleased to have found a partner in Mercantile who shares our own community-oriented banking phi- losophy," said Robert W. Murray, President and CEO of Hawkeye. "Mercantile's commitment to local bank management and decision making is a real fit with how we do business." Murray added, "Everyone benefits from this merger. The capital strength and range of services provided by Mercan- tile will be a real asset in all the communities we serve. We will be retaining the service and personal relationships that our customers, employees and shareholders value and expect of us." -2- Murray, who will have an ongoing management responsi- bility in the merged operations of Hawkeye and Mercantile, will be nominated to the Mercantile Bancorporation Board of Direc- tors as part of the merger agreement. "The management struc- ture has not yet been fully determined," he said, "but I will continue in my management responsibilities within the new Mer- cantile banking organization here in Iowa." The proposed transaction will be structured as a pooling of business interests. Under the terms of the agree- ment, Hawkeye shareholders will receive 0.585 shares of Mercan- tile stock for each share of Hawkeye common stock. The trans- action has an aggregate market value of approximately $351- million. In connection with the merger agreement, Hawkeye also granted Mercantile an option to acquire a number of shares equal to 19.9 percent of the outstanding stock of Hawkeye, ex- ercisable under certain circumstances relating to the transac- tion. In addition, Mercantile may repurchase up to 10 percent of the shares issued in the transaction. The merger is subject to approval by Hawkeye share- holders and all appropriate regulatory agencies, a process that normally takes approximately six months to complete. Conver- sion of products, services, and the identity of individual -3- banks to Mercantile normally occurs within three to four months after the merger has been completed. Mercantile Bancorporation had assets of $15.3-billion as of June 30, 1995, and owns 54 banks in Missouri, Iowa, Kan- sas, Illinois and Arkansas. Mercantile's nonbank subsidiaries include companies providing brokerage services, asset-based lending, investment advisory services and credit life insur- ance. # # # -4-