-----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, m7QQ0TjLksubYL0OLdZD3Men5Q2VtfvWZcEU3ev9FXDjP9xOgc/YDOB0dj5+Ugt6 9Km7a5Wu85F7fuqGNeSxsQ== 0000950114-94-000082.txt : 19940706 0000950114-94-000082.hdr.sgml : 19940706 ACCESSION NUMBER: 0000950114-94-000082 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11792 FILM NUMBER: 94536653 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 10-K/A 1 MERCANTILE BANCORPORATION'S FORM 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 10-K/A ----------------------- AMENDMENT #1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 COMMISSION FILE NO. 1-11792 MERCANTILE BANCORPORATION INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MISSOURI 43-0951744 (STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.) P.O. BOX 524 63166-0524 ST. LOUIS, MISSOURI (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-425-2525 SECURITIES REGISTERED PURSUANT TO NAME OF EXCHANGE ON WHICH SECTION 12(b) OF THE ACT: REGISTERED: (1) COMMON STOCK ($5.00 PAR VALUE) (1) NEW YORK STOCK EXCHANGE (2) PREFERRED STOCK PURCHASE RIGHTS (2) NEW YORK STOCK EXCHANGE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS, AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO ---- ---- INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K. [X] STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON- AFFILIATES OF THE REGISTRANT AS OF MARCH 10, 1994: COMMON STOCK, $5.00 PAR VALUE, $1,197,523,121 INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK, AS OF MARCH 10, 1994: COMMON STOCK $5.00 PAR VALUE, 28,670,845 SHARES OUTSTANDING (EQUAL TO 43,006,267 SHARES, AS ADJUSTED FOR THREE-FOR-TWO STOCK SPLIT EFFECTIVE APRIL 11, 1994) DOCUMENTS INCORPORATED BY REFERENCE AS PROVIDED HEREIN, PORTIONS OF THE DOCUMENTS BELOW ARE INCORPORATED BY REFERENCE: DOCUMENT PART--FORM 10-K -------- --------------- ANNUAL REPORT OF THE REGISTRANT TO ITS SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 1993 PARTS I, II, IV PROXY STATEMENT FOR THE 1994 ANNUAL MEETING OF SHAREHOLDERS. PART III 2 "Item 14(a)(3)--Exhibits" is hereby amended by inserting the following entries: No. 23-1 Consent of KPMG Peat Marwick (relating to report dated June 24, 1994, Mercantile Bancorporation Inc. Savings and Incentive Plan financial statements.) No. 23-2 Consent of KPMG Peat Marwick (relating to report dated March 31, 1994, United Postal Savings Savings Investment Plan financial statements.) No. 99 Report of the Independent Auditors KPMG Peat Marwick dated June 24, 1994; Statements of Assets Available for Plan Benefits of Mercantile Bancorporation Inc. Savings and Incentive Plan as of December 31, 1993 and 1992; Statements of Changes in Assets Available For Plan Benefits for the years then ended; and the Notes and Schedules thereto; filed under cover of Form SE on June 29, 1994, are incorporated by reference herein. No. 99-1 Report of the Independent Auditors KPMG Peat Marwick dated March 31, 1994; Statement of Net Assets Available for Plan Benefits of United Postal Savings Savings Investment Plan as of December 31, 1993; Statement of Changes in Net Assets Available For Plan Benefits for the year then ended; and the Notes and Schedules thereto; filed under cover of Form SE on June 29, 1994, are incorporated by reference herein. 2 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) Financial Statements: Incorporated herein by reference, are listed in Item 8 hereof. (2) Financial Statement Schedules: None. (3) Exhibits: No. 3-1 Restated Articles of Incorporation of the Registrant, as amended and currently in effect, filed as Exhibit 3.1 to Registrant's Registration Statement No. 33-63196, are incorporated herein by reference. No. 3-2 By-Laws of the Registrant, as amended and currently in effect, filed as Exhibit 3(ii) to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, are incorporated herein by reference. No. 4-1 Form of Indenture Regarding Subordinated Securities between the Registrant and The First National Bank of Chicago as Trustee, filed on March 31, 1992 as Exhibit 4.1 to Registrant's Report on Form 8-K dated September 24, 1992, is incorporated herein by reference. No. 4-2 Rights Agreement dated as of May 23, 1988, between Registrant and Mercantile Bank, as Rights Agent (including as exhibits thereto the form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and the form of Rights Certificate) filed on May 24, 1988, as Exhibits 1 and 2 to Registrant's Registration Statement on Form 8-A, is incorporated herein by reference. No. 10-1 The Mercantile Bancorporation Inc. 1987 Stock Option Plan, as amended, filed as Exhibit 10-3 to Registrant's Report on Form 10-K for the year ended December 31, 1989, is incorporated herein by reference. No. 10-2 Deferred Compensation Plan for Directors of Mercantile Bancorporation Inc. and Subsidiaries, filed as Exhibit 10-3 to Registrant's Report on Form 10-K for the year ended December 31, 1983, is incorporated herein by reference. No. 10-3 Retirement Plan for Directors of Mercantile Bancorporation Inc., filed as Exhibit 10-5 to Registrant's Report on Form 10-K for the year ended December 31, 1989, is incorporated herein by reference. No. 10-4 The Mercantile Bancorporation Inc. Executive Incentive Compensation Plan, filed as Exhibit 10-6 to Registrant's Report on Form 10-K for the year ended December 31, 1989, is incorporated herein by reference. No. 10-5 The Mercantile Bancorporation Inc. Employee Stock Purchase Plan, filed as Exhibit 10-7 to Registrant's Report on Form 10-K for the year ended December 31, 1989, is incorporated herein by reference. No. 10-6 The Mercantile Bancorporation Inc. 1991 Employee Incentive Plan, filed as Exhibit 10-7 to Registrant's Report on Form 10-K for the year ended December 31, 1990, is incorporated herein by reference. No. 10-7 Form of Employment Agreement for Thomas H. Jacobsen, as amended, filed as Exhibit 10-8 to Registrant's Report on Form 10-K for the year ended December 31, 1989, is incor- porated herein by reference. No. 10-8 Form of Employment Agreement for Ralph W. Babb, Jr., John W. McClure, W. Randolph Adams, John Q. Arnold and Certain Other Executive Officers, filed as Exhibit 10-9 to Registrant's Report on Form 10-K for the year ended December 31, 1989, is incorporated herein by reference. 3 4 No. 10-9 Form of Change of Control Employment Agreement for Ralph W. Babb, Jr., John W. McClure, W. Randolph Adams, John Q. Arnold and Certain Other Executive Officers, filed as Exhibit 10-10 to Registrant's Report on Form 10-K for the year ended December 31, 1989, is incorporated herein by reference. No. 10-10 Agreement and Plan of Reorganization dated August 17, 1993, by and among Registrant and United Postal Bancorp, Inc., filed as Exhibit 2.1 to Registration Statement No. 33-50981, is incorporated herein by reference. No. 10-11 Agreement and Plan of Reorganization dated July 1, 1992, by and among Registrant and MidAmerican Corporation, Crown Bancshares II, Inc. and Johnson County Bankshares, Inc., filed as Exhibit 2.1 to Registration Statement No. 33-52986, is incorporated herein by reference. No. 10-12 Mercantile Bancorporation Inc. Supplemental Retirement Plan, filed as Exhibit 10-12 to Registrant's Report on Form 10-K for the year ended December 31, 1992, is incorporated herein by reference. No. 13 Annual Report of the Registrant to its Shareholders for the year ended December 31, 1993. No. 21 Subsidiaries of the Registrant as of March 10, 1994. No. 23 Consent of KPMG Peat Marwick. No. 23-1 Consent of KPMG Peat Marwick (relating to report dated June 24, 1994, Mercantile Bancorporation Inc. Savings and Incentive Plan financial statements.) No. 23-2 Consent of KPMG Peat Marwick (relating to report dated March 31, 1994, United Postal Savings Savings Investment Plan financial statements.) No. 24 Power of Attorney. No. 99 Report of the Independent Auditors KPMG Peat Marwick dated June 24, 1994; Statements of Assets Available for Plan Benefits of Mercantile Bancorporation Inc. Savings and Incentive Plan as of December 31, 1993 and 1992; Statements of Changes in Assets Available For Plan Benefits for the years then ended; and the Notes and Schedules thereto; filed under cover of Form SE on June 29, 1994, are incorporated by reference herein. No. 99-1 Report of the Independent Auditors KPMG Peat Marwick dated March 31, 1994; Statement of Net Assets Available for Plan Benefits of United Postal Savings Savings Investment Plan as of December 31, 1993; Statement of Changes in Net Assets Available For Plan Benefits for the year then ended; and the Notes and Schedules thereto; filed under cover of Form SE on June 29, 1994, are incorporated by reference herein. (b) Reports on Form 8-K: Registrant filed one report on Form 8-K during the quarter ended December 31, 1993. The Form 8-K, dated November 15, 1993, included, pursuant to Item 5 and Item 7, updated financial statements and pro forma financial information as listed below: (i) HISTORICAL FINANCIAL STATEMENTS OF UPBI Consolidated Balance Sheet as of September 30, 1993 (Unaudited) Consolidated Statements of Operations for the nine months ended September 30, 1993 and 1992 (Unaudited) Consolidated Statements of Cash Flows for the nine months ended September 30, 1993 and 1992 (Unaudited) Notes to Consolidated Financial Statements (Unaudited) 4 5 (ii) PRO FORMA FINANCIAL INFORMATION OF REGISTRANT SHOWING THE COMBINED EFFECT OF THE CONSUMMATED ACQUISITION OF MT. VERNON AND THE THEN PENDING ACQUISITIONS OF METRO AND UPBI: Pro Forma Combined Consolidated Balance Sheet as of September 30, 1993 (Unaudited) Pro Forma Combined Consolidated Income Statement for the nine months ended September 30, 1993 (Unaudited) Pro Forma Combined Consolidated Income Statement for the nine months ended September 30, 1992 (Unaudited) Notes to Pro Forma Combined Consolidated Financial Statements (Unaudited) 5 6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. MERCANTILE BANCORPORATION INC. (Registrant) Date: June 28, 1994 By: s/W. RANDOLPH ADAMS W. Randolph Adams Chief Financial Officer 6 7 EXHIBIT INDEX ------------- EXHIBIT NO. - - ----------- No. 23-1 Consent of KPMG Peat Marwick (relating to report dated June 24, 1994, Mercantile Bancorporation Inc. Savings and Incentive Plan financial statements.) No. 23-2 Consent of KPMG Peat Marwick (relating to report dated March 31, 1994, United Postal Savings Savings Investment Plan financial statements.) 7 EX-23.1 2 CONSENT OF EXPERT 1 EXHIBIT 23-1 INDEPENDENT AUDITOR'S CONSENT ----------------------------- The Board of Directors and Stockholders Mercantile Bancorporation Inc. Plan Administrator Mercantile Bancorporation Inc. Savings and Incentive Plan: We consent to incorporation by reference in the Registration Statement (No. 33-35139) on Form S-8 of Mercantile Bancorporation Inc. and the Mercantile Bancorporation Inc. Savings and Incentive Plan of our report dated June 24, 1994, relating to the Statements of Assets Available for Plan Benefits of the Mercantile Bancorporation Inc. Savings and Incentive Plan as of December 31, 1993 and 1992, and the related Statements of Changes in Assets Available for Plan Benefits for the years then ended, which report appears in the 1993 Annual Report on Form 10-K, as amended, of Mercantile Bancorporation Inc. s/KPMG PEAT MARWICK St. Louis, Missouri June 27, 1994 8 EX-23.2 3 CONSENT OF EXPERT 1 EXHIBIT 23-2 INDEPENDENT AUDITOR'S CONSENT ----------------------------- The Board of Directors and Stockholders Mercantile Bancorporation Inc. Plan Administrator United Postal Savings Savings Investment Plan: We consent to incorporation by reference in the Registration Statement (No. 33-54864) on Form S-8 of United Postal Bancorp, Inc. of our report dated March 31, 1994, relating to the Statement of Net Assets Available for Plan Benefits of the United Postal Savings Savings Investment Plan as of December 31, 1993, and the related Statement of Changes in Net Assets Available for Plan Benefits for the year then ended, which report appears in the 1993 Annual Report on Form 10-K, as amended, of Mercantile Bancorporation Inc. s/KPMG PEAT MARWICK St. Louis, Missouri June 27, 1994 9 -----END PRIVACY-ENHANCED MESSAGE-----