-----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, TE6mVv406L1oZ6E1gvAMQ3s5bWagYYB+zoF6sci9m639NPtnp+oRVVJKugxDNy8v lo+cBjSvdKlG6ZxqjRUPWw== 0000898822-98-000709.txt : 19980717 0000898822-98-000709.hdr.sgml : 19980717 ACCESSION NUMBER: 0000898822-98-000709 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980701 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980716 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: SEC FILE NUMBER: 001-11792 FILM NUMBER: 98667119 BUSINESS ADDRESS: STREET 1: 7TH & WASHINGTON TRAM 19 1 STREET 2: ONE MERCANTILE CENTER STREET CITY: ST LOUIS STATE: MO ZIP: 63101-1643 BUSINESS PHONE: 3144252525 MAIL ADDRESS: STREET 1: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166 FORMER COMPANY: FORMER CONFORMED NAME: MERCANTILE TRUST CO DATE OF NAME CHANGE: 19720229 8-K 1 CURRENT REPORT 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 July 1, 1998 Date of Report (Date of Earliest Event Reported) MERCANTILE BANCORPORATION INC. (Exact Name of Registrant as Specified in its Charter) Missouri (State or Other Jurisdiction of Incorporation) 1-11792 43-0951744 (Commission File Number) (IRS Employer 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) ITEM 5. OTHER EVENTS At its annual meeting of stockholders held on June 29, 1998, the stockholders of Firstbank of Illinois Co., a Delaware corporation ("Firstbank"), voted to approve and adopt an Agreement and Plan of Reorganization, dated January 30, 1998, between Mercantile Bancorporation Inc. ("MBI"), a Missouri corporation, Ameribanc, Inc., a Delaware corporation and wholly-owned subsidiary of MBI ("Ameribanc"), and Firstbank (the "Merger Agreement"). Pursuant to the Merger Agreement, Firstbank merged (the "Merger") with and into Ameribanc effective July 1, 1998. Pursuant to the Merger Agreement, each share of common stock, par value $1.00 per share, of Firstbank ("Firstbank Common Stock") was converted into the right to receive 0.8308 shares of common stock, par value $0.01 per share, of MBI ("MBI Common Stock"), with cash distributed in lieu of fractional shares, other than shares held by Firstbank, MBI or any of their respective subsidiaries (other than in a fiduciary capacity or as a result of debts previously contracted), which were cancelled. An aggregate of approximately 13,786,135 shares of MBI Common Stock will be issued in the Merger to former shareholders of Firstbank, inclusive of shares issuable upon exercise of options to purchase shares of MBI Common Stock into which outstanding options to purchase Firstbank Common Stock were converted in the Merger. The Merger was accounted for as a "pooling of interests" for accounting and financial reporting purposes. Under this method of accounting, the recorded assets, liabilities, stockholders' equity, income and expenses of MBI and Firstbank have been combined and reflected at their historical amounts. MBI's Registration Statement on Form S-4 (Registration No. 333-51329) sets forth certain additional information regarding the Merger, MBI and Firstbank. A copy of the press release issued by MBI announcing the closing of the Merger is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. 99.1 Press release 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 hereunder duly authorized. Dated: July 16, 1998 MERCANTILE BANCORPORATION INC. By: /s/ Jon W. Bilstrom Name: Jon W. Bilstrom Title: General Counsel and Secretary EXHIBIT INDEX 99.1 Press release. EX-99 2 EX-99.1: PRESS RELEASE Exhibit 99.1 MERCANTILE BANCORPORATION INC. COMPLETES MERGER WITH FIRSTBANK OF ILLINOIS CO. PR Newswire - July 01, 1998 17:32 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 Firstbank of Illinois Co., headquartered in Springfield, Illinois. Firstbank of Illinois Co. is a $2.2 billion multi-bank holding company which operates offices across 11 banking markets in Illinois. The merger with Firstbank will significantly strengthen Mercantile's presence in Illinois, moving the bank from the third to the number one position in "outstate Illinois," which excludes the nine counties that comprise the Chicago market. The merger, which was announced February 2, 1998, received regulatory approval on June 2, 1998. The merger was accounted for as a pooling of interests. Mercantile also announced today the completion of its merger with CBT Corporation, headquartered in Paducah, Kentucky. With assets of $32 billion, Mercantile is the largest locally managed and independently owned financial services organization headquartered in the lower Midwest, and the twenty-sixth largest bank holding company in the United States. Mercantile currently has acquisitions pending with Financial Services Corporation of the Midwest, headquartered in Rock Island, Illinois, and First Financial Bancorporation, headquartered in Iowa City, Iowa. MERCANTILE BANCORPORATION INC., a $32 billion multi-bank holding company headquartered in St. Louis, operates banks in more than 500 locations throughout Missouri, Iowa, Kansas, Illinois, Arkansas and Kentucky. Mercantile currently has acquisitions pending with Financial Services Corporation of the Midwest, headquartered in Rock Island, Illinois, and First Financial Bancorporation, headquartered in Iowa City, Iowa. Mercantile's non-banking subsidiaries include companies providing brokerage services, asset-based lending, factoring, investment advisory services, leasing services and credit life and other insurance products as agent. SOURCE MERCANTILE BANCORPORATION INC. /CONTACT: Beth Fagan, Public Affairs, 314-418-8174, or Mary K. Granberg, Investor Relations, 314-418-8237, both of MERCANTILE BANCORPORATION/ /Company News On-Call: http://www.prnewswire.com or fax, 800-758-5804, ext. 107087/ (MTL) -----END PRIVACY-ENHANCED MESSAGE-----