-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NRwY3YP9Iyr8dhT4AKzDjFNwe/LFleufyNC3O22oVUmx9q28IvJLn48y2i5q7cO2 abDDyLatQlFRH72/m8+d+Q== 0000898822-97-000644.txt : 19970715 0000898822-97-000644.hdr.sgml : 19970715 ACCESSION NUMBER: 0000898822-97-000644 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970701 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970714 SROS: NYSE 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: 97640240 BUSINESS ADDRESS: STREET 1: 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 FORM 8-K 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, AS AMENDED Date of Report (Date of earliest event reported): July 1, 1997 MERCANTILE BANCORPORATION INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Missouri 1-11792 43-0951744 ------------------------ ------------ ------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 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) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS At its annual meeting of shareholders held on June 20, 1997, the shareholders of Roosevelt Financial Group, Inc. ("RFG") voted upon and approved and adopted an Agreement and Plan of Reor- ganization, dated December 22, 1996, between Mercantile Bancorpo- ration Inc. ("MBI") and RFG (the "Merger Agreement"). Pursuant to the Merger Agreement, RFG was merged (the "Merger") with and into Ameribanc Inc., a wholly owned subsidiary of MBI ("Merger Sub"). Pursuant to the Merger Agreement, each share of common stock, par value $0.01 per share, of RFG ("RFG Common Stock"), other than shares held by RFG, MBI or any of their respective wholly owned subsidiaries, in each case other than in a fiduciary capacity or as a result of debts previously contracted, all of which were can- celled in the Merger, and other than shares held by shareholders of RFG who exercised their dissenters' rights under the Delaware General Corporation Law, was converted into the right to receive either $22 in cash or 0.4211 shares of common stock, par value $0.01 per share, of MBI ("MBI Common Stock"), subject to the elec- tion and allocation procedures set forth in the Merger Agreement, with cash distributed in lieu of fractional shares. An aggregate of 13,042,110 shares of MBI Common Stock will be issued in the Merger to former shareholders of RFG, inclusive of shares issuable upon exercise of options to purchase shares of MBI Common Stock into which outstanding options to purchase RFG Common Stock were converted in the Merger. Due to an oversubscription for the available shares of MBI Common Stock and as a result of the al- location process set forth in the Merger Agreement RFG sharehold- ers who made a valid stock election will receive approximately 68% stock and 32% cash, which is equivalent to a distribution of .2852 shares of MBI Common Stock and $7.10 in cash for each share of RFG Common Stock held. A copy of the press release issued by MBI an- nouncing the closing of the Merger is attached hereto as Exhibit 99.1. MBI's Registration Statement on Form S-4 (File No. 333- 27431)(the "Registration Statement"), which was declared effective by the Securities and Exchange Commission on May 21, 1997, sets forth certain information regarding the Merger, MBI and RFG, including, without limitation, the effective time and manner of the Merger, a description of the assets involved, the nature and amount of consideration paid by MBI therefor, the method used for determining the amount of such consideration, the nature of any material relationships between RFG and MBI or any of its affiliates, any officer or director of MBI, or any associate of any such officer or director, the nature of RFG's business and MBI's intended use of the assets acquired in the Merger. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired The following financial statements of RFG and its subsidiaries are incorporated herein by reference to RFG's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1996: Independent Auditors' Report Consolidated Balance Sheet -- December 31, 1996 and 1995 Consolidated Statement of Income -- Three Years Ended December 31, 1996, 1995 and 1994 Consolidated Statement of Cash Flows -- Three Years Ended December 31, 1996, 1995 and 1994 Notes to Consolidated Financial Statements The following financial statements of RFG and its subsidiaries are incorporated herein by reference to RFG's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 1997: Condensed Consolidated Balance Sheet -- March 31, 1997 and 1996 and December 31, 1996 Condensed Consolidated Statement of Income -- Three Months Ended March 31, 1997 and 1996 Condensed Consolidated Statement of Cash Flows -- Three Months Ended March 31, 1997 and 1996 Notes to Condensed Consolidated Financial State- ments (b) Pro Forma Financial Information The following pro forma combined consolidated fi- nancial statements (unaudited) of the Registrant reflecting the Merger are incorporated by reference to the Registration Statement: Pro Forma Combined Consolidated Balance Sheet-- March 31, 1997 (Unaudited) Pro Forma Combined Consolidated Income Statement-- Three Years Ended December 31, 1996, 1995 and 1994 and Three Months Ended March 31, 1997 and 1996 (Un- audited) Notes to Pro Forma Combined Consolidated Financial Statements (Unaudited) (c) Exhibits Exhibit No. Description of Exhibit 23 Consent of KPMG Peat Marwick LLP 99.1 Press Release dated July 1, 1997 announcing the closing of the Merger Signatures ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MERCANTILE BANCORPORATION INC. (Registrant) By: /s/ Jon W. Bilstrom ----------------------- Name: Jon W. Bilstrom Title: General Counsel and Secretary Dated: July 14, 1997 EXHIBIT INDEX Exhibit No. Description of Exhibit 23 Consent of KPMG Peat Marwick LLP 99.1 Press Release dated July 1, 1997 announcing the closing of the merger EX-23 2 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23 Independent Auditors' Consent The Board of Directors Mercantile Bancorporation Inc.: We consent to the incorporation by reference in the Registra- tion Statements No. 2-78395, No. 33-15265, No. 33-33870, No 33- 35139, No. 33-43694, No. 33-48952, and No. 33-57543, each on Form S-8, and No. 33-45863, No. 33-52986, No. 33-50579, No. 33- 50981, No. 33-55439, No. 33-56603, No. 33-58467, No. 33-63609, No. 33-65087, No. 333-09803, No. 333-17757, No. 333-23607, and No. 333-27431, each on Form S-4, of Mercantile Bancorporation Inc. of our report dated January 20, 1997, relating to the con- solidated financial statements of Roosevelt Financial Group, Inc. and subsidiaries as of and for the year ended December 31, 1996 incorporated by reference in this Current Report on Form 8-K of Mercantile Bancorporation Inc. dated July 14, 1997. /s/ KPMG Peat Marwick LLP St. Louis, Missouri July 14, 1997 EX-99 3 PRESS RELEASE, DATED JULY 1, 1997 Exhibit 99.1 [NEWS RELEASE] FOR IMMEDIATE RELEASE: JULY 1, 1997 CONTACT: CHERYL S. KARN DIANA YATES PUBLIC AFFAIRS INVESTOR RELATIONS (314) 425-8174 (314) 425-8237 both for Mercantile/ 16:46 EDT 4206 07/01/97 16:46 EDT HT DispDate: 1997-07-01 Copyright (c) 1997 PR Newswire MERCANTILE BANCORPORATION INC. COMPLETES MERGER WITH ROOSEVELT FINANCIAL GROUP, INC. MERCANTILE BANCORPORATION; MERCANTILE BANCORP; PR News Wire via Dow Jones ST. LOUIS, July 1/PRNewswire/ -- MERCANTILE BANCORPORATION INC. (NYSE: MTL), the St. Louis-based bank- holding company, announced today the completion of its merger with Roosevelt Financial Group, Inc. (NASDAQ: RFED). With assets approaching $30 billion, Mercantile is the largest locally managed and independently owned financial services organization headquartered in the lower Midwest. The addition of Roosevelt will enhance Mercantile's mix of services through the addition of a leading mortgage origination and servicing operation. With the completion of the merger, Mercantile enters the top tier of mortgage providers nationwide and is the number one mortgage originator in Missouri. Mercantile now has the number one deposit market share in the State of Missouri. The merger, which was announced December 23, 1996, received regulatory approval during the second quarter and shareholder approval at Roosevelt's shareholder meeting on June 20. According to the terms of the merger, Roosevelt shareholders who have made a valid stock election will receive approximately 68% stock and 32% cash, which is equivalent to a stock distribution of .2853 shares of MTL common stock and $7.10 in cash for each share of RFED stock. The distribution will be adjusted as necessary to reflect the final election tabulation. As stipulated in the merger agreement, Roosevelt shareholders who have made a cash election, no election, or who have not otherwise made a valid stock election will receive $22.00 in cash for each RFED share held. The transaction is structured as a tax-free exchange for the portion of the distribution that shareholders receive in stock. The merger will be accounted for as a purchase transaction. Of the 7 million share total buyback authorized in connection with the merger, Mercantile repurchased 4.3 million common shares of MTL common stock at an average per share price of $57.70 during the first half of 1997 in open market transactions. Mercantile expects to complete the buyback during the third quarter. By the end of the year, Mercantile will merge the banks in each of the markets currently served by Roosevelt, offering customers an expanded array of products and more convenient banking locations than ever before. Roosevelt, a $7.8 billion thrift holding company headquartered in St. Louis, had 83 locations in Missouri, Kansas and Illinois. ### MERCANTILE BANCORPORATION INC., a $30 billion multi-bank holding company headquartered in St. Louis, operates banks in more than 500 locations in Missouri, Iowa, Kansas, Illinois and Arkansas. Mercantile's non-banking subsidiaries include companies providing brokerage services, asset-based lending, investment advisory services, leasing services and credit life insurance. -----END PRIVACY-ENHANCED MESSAGE-----