-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nrzB8i+jkkQPUEJNZ8VWZDBlFIxTnHIhspIIKZMxs5x8QO/kNSqGaj/U3mv24wHQ 4IEs+lSSwg/qS8GWhigupg== 0000898822-94-000031.txt : 19940216 0000898822-94-000031.hdr.sgml : 19940216 ACCESSION NUMBER: 0000898822-94-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940201 ITEM INFORMATION: 2 ITEM INFORMATION: 7 FILED AS OF DATE: 19940215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANCORPORATION INC CENTRAL INDEX KEY: 0000064907 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 430951744 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-11792 FILM NUMBER: 94509084 BUSINESS ADDRESS: STREET 1: ONE MECANTILE CENTER 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 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 February 1, 1994 Date of Report (Date of earliest event reported) Mercantile Bancorporation Inc. (Exact name of Registrant as specified in its charter) Missouri 1-11792 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 2. ACQUISITION OR DISPOSITION OF ASSETS Effective February 1, 1994, United Postal Bancorp, Inc. ("UPBI"), a Delaware corporation and a unitary savings and loan holding company subject to regulation by the Office of Thrift Supervision under the Home Owners' Loan Act of 1933, as amended, was merged (the "Merger") with and into a wholly owned subsidiary of the Registrant ("Merger Corporation"), pursuant to an Agreement and Plan of Reorganization dated August 17, 1993, between the Registrant and UPBI (the "Agreement"). Pursuant to the terms of the Agreement, effective upon the Merger, each outstanding share of UPBI's common stock, par value $.01 per share ("UPBI Common Stock"), was converted into the right to receive 0.6154 of a share of the Registrant's common stock, par value $5.00 per share ("Mercantile Common Stock"), with cash in lieu of fractional shares. The Registrant's Registration Statement on Form S-4 (Registration No. 33-50981), which was declared effective by the Securities and Exchange Commission (the "Commission") on November 12, 1993 (the "Registration Statement"), sets forth certain information regarding the Merger, the Registrant and UPBI, including without limitation the date and manner of the Merger, a description of the assets involved, the nature and amount of consideration paid by the Registrant therefor, the method used for determining the amount of such consideration, the nature of any material relationships between UPBI and the Registrant, any officer or director of the Registrant, or any associate of any such officer or director, the nature of UPBI's business and the Registrant's intended use of the assets ac- quired in the Merger. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) UPBI's consolidated financial statements and related notes contained in UPBI's 1992 Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and the Independent Auditors' Report relating to such financial statements contained therein, and UPBI's consolidated financial statements and related notes appearing in its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 1993 are hereby incorporated herein by reference. (b) The Registrant has filed all required pro forma financial information required by Item 2 hereof with the Com- mission as part of the Registration Statement. (c) Exhibits. 2.1 Agreement (incorporated by reference from Appendix A to the Registration Statement on Form S-4 (Registration No. 33-50981)). 24.1 Consent of KPMG Peat Marwick. 28.1 UPBI's consolidated financial statements and related notes for the fiscal year ended December 31, 1993 and the Indepen- dent Auditors' Report relating thereto and its unaudited financial statements and related notes for the quarters ended March 31, June 30, and September 30, 1993 (in- corporated by reference to UPBI's Annual Reports on Form 10-K for the year ended December 31, 1992 and Quarterly Reports on Forms 10-Q for the quarters ended March 31, June 30, and September 30, 1993). 28.2 Pro forma financial information (incorpo- rated by reference to the Registration Statement on Form S-4 (Registration No. 33-50981)). SIGNATURES Pursuant to the requirements of the Securities Ex- change Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MERCANTILE BANCORPORATION INC. Dated February 11, 1994 By /s/ Jon W. Bilstom EXHIBIT INDEX 2.1 Agreement (incorporated by reference from Appendix A to the Registration Statement on Form S-4 (Registra- tion No. 33-50981)). 24.1 Consent of KPMG Peat Marwick. 28.1 UPBI's consolidated financial statements and related notes for the fiscal year ended December 31, 1993 and the Independent Auditors' Report relating thereto and its unaudited financial statements and related notes for the quarters ended March 31, June 30, and September 30, 1993 (incorporated by reference to UPBI's Annual Reports on Form 10-K for the year ended December 31, 1992 and Quarterly Reports on Forms 10-Q for the quarters ended March 31, June 30, and September 30, 1993). 28.2 Pro forma financial information (incorporated by ref- erence to the Registration Statement on Form S-4 (Registration No. 33-50981)). EX-24 2 EXHIBIT 24.1 Exhibit 24.1 Independent Auditors' Consent The Board of Directors United Postal Bancorp, Inc.: We consent to incorporation by reference in Form 8-K of Mercantile Bancorporation Inc. of our report dated January 25, 1993, relating to the consolidated balance sheets of United Postal Bancorp, Inc. and subsidiary as of December 31, 1991 and 1992, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1992. KPMG Peat Marwick St. Louis, Missouri February 14, 1994 -----END PRIVACY-ENHANCED MESSAGE-----