-----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, h1+s2Kkj08euV1awwWXoxOVOmkbJFGL2J/irVtsDz6+Gml83xwP/9iDoDOQqqgmJ AokDedpv8tg+OqEFhdP0GQ== 0000950114-95-000097.txt : 19950605 0000950114-95-000097.hdr.sgml : 19950605 ACCESSION NUMBER: 0000950114-95-000097 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950517 SROS: NYSE 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-56603 FILM NUMBER: 95540497 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 POS AM 1 AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4 1 As Filed With the Securities and Exchange Commission on May 17, 1995 Registration No. 33-56603 - - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 --------------- AMENDMENT NO. 1 (Post Effective Amendment No. 1) ON FORM S-8 TO FORM S-4 Registration Statement Under The Securities Act of 1933 ---------------------- MERCANTILE BANCORPORATION INC. (Exact name of registrant as specified in its charter) MISSOURI 43-0951744 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) P.O. Box 524 Identification No.) St. Louis, Missouri 63166-0524 (Address of Principal Executive Offices) CENTRAL MORTGAGE BANCSHARES, INC. INCENTIVE STOCK OPTION PLAN FOR KEY EMPLOYEES and CENTRAL MORTGAGE BANCSHARES, INC. INCENTIVE PLAN OF 1990 (Full title of the plan) ------------------------ W. RANDOLPH ADAMS Senior Executive Vice President and Chief Financial Officer Mercantile Bancorporation Inc. P.O. Box 524 St. Louis, Missouri 63166-0524 (Name and address of agent for service) Telephone: (314) 425-2525 ------------------------ Copy to: JON W. BILSTROM, ESQ. ROBERT M. LAROSE, ESQ. General Counsel and Secretary Thompson & Mitchell Mercantile Bancorporation Inc. One Mercantile Center P.O. Box 524 St. Louis, Missouri 63101 St. Louis, Missouri 63166-0524 (314) 231-7676 (314) 425-2525 -------------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================== Title of each class of Amount to be Proposed Proposed maximum Amount of securities to be registered registered maximum offering aggregate offering registration fee price per unit price - - ------------------------------------------------------------------------------------------------------------------ Common Stock, $5.00 par 87,580 shares N/A N/A value ================================================================================================================== Includes one attached Preferred Share Purchase Right per share. The registrant previously paid $27,873.64 with the original filing on November 23, 1994 to register 2,625,533 shares of Mercantile Bancorporation Inc. Common Stock, including the 87,580 shares which may be issued pursuant to the Central Mortgage Bancshares, Inc. Incentive Stock Option Plan for Key Employees and the Central Mortgage Bancshares, Inc. Incentive Plan of 1990.
-------------------------- This amendment shall become effective in accordance with the provisions of Rule 464 promulgated under the Securities Act of 1933. 2 The undersigned registrant hereby files this post-effective amendment (the "Registration Statement") to register on Form S-8 shares of Mercantile Bancorporation Inc. (hereinafter the "Company" or the "Registrant") Common Stock, $5.00 par value, and attached Preferred Share Purchase Rights of the Company, previously registered on Form S-4 (File No. 33-56603) for issuance pursuant to options granted under the Central Mortgage Bancshares, Inc. Incentive Stock Option Plan for Key Employees (the "Key Employee Plan") and the Central Mortgage Bancshares, Inc. Incentive Plan of 1990 (the "1990 Plan") (the Key Employee Plan and the 1990 Plan are collectively referred to herein as the "Plans"), pursuant to the terms and conditions of the Amended and Restated Agreement and Plan of Merger dated as of November 1 1994 by and among the Company, Ameribanc, Inc. and Central Mortgage Bancshares, Inc. (such merger was consummated on May 1, 1995). Of the 87,580 shares registered by this Registration Statement, 7,164 and 80,416 shares are registered for issuance pursuant to options granted under the Key Employee Plan and the 1990 Plan, respectively. Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents filed by the Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934 are incorporated herein by reference: (a) The Company's Report on Form 10-K for the year ended December 31, 1994. (b) MBI's Report on Form 10-Q for the quarter ended March 31, 1995. (c) MBI's Current Report on Form 8-K dated May 12, 1995. (d) The description of the Company's Common Stock set forth in Item 1 of the Company's Registration Statement on Form 8-A, dated March 5, 1993, and any amendment or report filed for the purpose of updating such description. (e) The description of the Company's Preferred Share Purchase Rights set forth in Item 1 of the Company's Registration Statement on Form 8-A, dated March 5, 1993, and any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date any such document is filed. The information relating to the Company contained in this Registration Statement does not purport to be complete and should be read together with the information in the documents incorporated by reference herein. Any statement contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a subsequent statement contained herein or in any other subsequently filed document incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. Where any documents or part thereof is incorporated by reference in the Registration Statement, the Company will provide without charge to each person to whom a Prospectus with respect to either of the Plans is delivered, upon written or oral request of such person, a copy of any and all of the information incorporated by reference in the Registration Statement, excluding exhibits unless such exhibits are specifically incorporated by reference. - 2 - 3 Item 6. Indemnification of Directors and Officers. ----------------------------------------- Sections 351.355(1) and (2) of The General and Business Corporation Law of the State of Missouri provide that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of an action or suit by or in the right of the corporation, the corporation may not indemnify such persons against judgments and fines and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that such person is fairly and reasonably entitled to indemnity for proper expenses. Section 351.355(3) provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection with such action, suit or proceeding. Section 351.355(7) provides that a corporation may provide additional indemnification to any person indemnifiable under subsection (1) or (2), provided such additional indemnification is authorized by the corporation's articles of incorporation or an amendment thereto or by a shareholder-approved bylaw or agreement, and provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct or which involved an accounting for profits pursuant to Section 16(b) of the Securities Exchange Act of 1934. Article 12 of the Restated Articles of Incorporation of the Registrant provides that the Registrant shall extend to its directors and executive officers the indemnification specified in subsections (1) and (2) and the additional indemnification authorized in subsection (7) and that it may extend to other officers, employees and agents such indemnification and additional indemnification. Pursuant to directors' and officers' liability insurance policies, with total annual limits of $30,000,000, the Registrant's directors and officers are insured, subject to the limits, retention, exceptions and other terms and conditions of such policy, against liability for any actual or alleged error, misstatement, misleading statement, act or omission, or neglect or breach of duty by the directors or officers of the Registrant, individually or collectively, or any matter claimed against them solely by reason of their being directors or officers of the Registrant. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to such provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable. Item 8. Exhibits. -------- See Exhibit Index located at page 8 hereof. - 3 - 4 Item 9. Undertakings. ------------ The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. - 4 - 5 SIGNATURES ---------- The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 15th day of May, 1995. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. MERCANTILE BANCORPORATION INC. By /s/ Thomas H. Jacobsen -------------------------------------- Thomas H. Jacobsen Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Thomas H. Jacobsen Chairman of the Board, May 15, 1995 - - ------------------------------ President, Chief Executive Thomas H. Jacobsen Officer and Director Principal Executive Officer /s/ W. Randolph Adams Senior Executive Vice President May 15, 1995 - - ------------------------------ and Chief Financial Officer W. Randolph Adams Principal Financial Officer /s/ Michael T. Normile Senior Vice President - Finance May 15, 1995 - - ------------------------------ and Control Michael T. Normile Principal Accounting Officer Director May 15, 1995 - - ------------------------------ Richard P. Conerly Director May 15, 1995 - - ------------------------------ Harry M. Cornell, Jr. - 5 - 6 Signature Title Date --------- ----- ---- Director May 15, 1995 - - ------------------------------ Earl K. Dille Director May 15, 1995 - - ------------------------------ J. Cliff Eason Director May 15, 1995 - - ------------------------------ Bernard A. Edison Director May 15, 1995 - - ------------------------------ William A. Hall Director May 15, 1995 - - ------------------------------ Thomas A. Hays Director May 15, 1995 - - ------------------------------ William G. Heckman Director May ---, 1995 - - ------------------------------ Frank Lyon, Jr. Director May 15, 1995 - - ------------------------------ Charles H. Price II Director May 15, 1995 - - ------------------------------ Harvey Saligman Director May 15, 1995 - - ------------------------------ Craig D. Schnuck Director May ---, 1995 - - ------------------------------ Robert L. Stark Director May 15, 1995 - - ------------------------------ Patrick T. Stokes - 6 - 7 Signature Title Date --------- ----- ---- Director May 15, 1995 - - ------------------------------ Francis A. Stroble Director May 15, 1995 - - ------------------------------ John A. Wright By /s/ Thomas H. Jacobsen ----------------------------------------- Thomas H. Jacobsen
Thomas H. Jacobsen, by signing his name hereto, does sign this document on behalf of the persons named above, pursuant to a power of attorney duly executed by such persons and previously filed. - 7 - 8 EXHIBIT INDEX -------------
Exhibit No. Page - - ----------- ---- 4.1 Form of Indenture Regarding Subordinated Securities between the Company and The First National Bank of Chicago, Trustee, filed as Exhibit 4.1 to the Company's Report on Form 8-K dated September 24, 1992, is incorporated herein by reference. 4.2 Rights Agreement dated as of May 23, 1988 between the Company 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 Right Certificate), filed as Exhibits 1 and 2 to the Company's Registration Statement No. 0-6045 on Form 8-A, dated May 24, 1988, is incorporated herein by reference. 4.3 Certificate of Designation, Preferences, and Relative Rights, Qualifications, Limitations and Restrictions of the Series B-1 Preferred Stock of the Company, filed as Exhibit 4-1 to the Company's Report on Form 10-Q for the quarter ended March 31, 1995 (File No. 1-11792), is incorporated herein by reference. 4.4 Certificate of Designation, Preferences, and Relative Rights, Qualifications, Limitations and Restrictions of the Series B-2 Preferred Stock of the Company, filed as Exhibit 4-2 to the Company's Report on Form 10-Q for the quarter ended March 31, 1995 (File No. 1-11792), is incorporated herein by reference. 5.1 Opinion of Thompson & Mitchell as to the legality of the securities being registered. 23.1 Consent of KPMG Peat Marwick LLP with regard to use of its report on the Company's financial statements. 23.2 Consent of Thompson & Mitchell (included in Exhibit 5.1). 24.1 Power of Attorney. 99.1 Central Mortgage Bancshares, Inc. Incentive Stock Option Plan for Key Employees, filed as Exhibit 10(a) to Central Mortgage Bancshares, Inc.'s Registration Statement No. 33-51704 on Form S-1, dated September 4, 1994, is incorporated herein by reference. 99.2 Central Mortgage Bancshares, Inc. Incentive Plan of 1990, filed as Exhibit 10(b) to Central Mortgage Bancshares, Inc.'s Registration Statement No. 33-51704 on Form S-1, dated September 4, 1992, is incorporated herein by reference. - - -------------- Previously filed Filed herewith
- 8 - EX-5.1 2 OPINION RE LEGALITY 1 EXHIBIT 5.1 [Thompson & Mitchell Letterhead] May 17, 1995 Mercantile Bancorporation Inc. P.O. Box 524 St. Louis, Missouri 63166-0524 Re: Amendment No. 1 on Form S-8 to Form S-4 -- 87,580 Shares of Mercantile Bancorporation Inc. Common Stock, $5.00 Par Value ------------------------------------------------------------ Gentlemen: We refer you to the post-effective amendment on Form S-8 to Form S-4 (File No. 33-56603) filed by Mercantile Bancorporation Inc. (the "Company") on May 17, 1995 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, pertaining to the proposed issuance by the Company of up to 87,580 shares of the Company's common stock, $5.00 par value (the "Shares"), pursuant to the Central Mortgage Bancshares, Inc. Incentive Stock Option Plan for Key Employees and the Central Mortgage Bancshares, Inc. Incentive Plan of 1990 (collectively, the "Plans"), all as provided in the Registration Statement. In rendering the opinions set forth herein, we have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Restated Articles of Incorporation and Bylaws, as amended and currently in effect, the resolutions adopted by the Executive Committee of the Company's Board of Directors relating to the Plans, certificates received from state officials and statements we have received from officers and representatives of the Company. In delivering this opinion, the undersigned assumed the genuineness of all signatures; the authenticity of all documents submitted to us as originals; the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies; the authenticity of the originals of all such latter documents; and the correctness of statements submitted to us by officers and representatives of the Company. Based only on the foregoing, the undersigned is of the opinion that: 1. The Company has been duly incorporated and is validly existing under the laws of the State of Missouri; and 2. The Shares to be issued by the Company pursuant to the Registration Statement have been duly authorized by the Company and, when issued by the Company in accordance with the Plans, will be duly and validly issued and will be fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /S/ THOMPSON & MITCHELL EX-23.1 3 CONSENT OF EXPERT 1 EXHIBIT 23.1 Independent Auditor's Consent ----------------------------- The Board of Directors and Stockholders Mercantile Bancorporation Inc.: We consent to the use of our report incorporated herein by reference in the Form S-8 registration statement No. 33-56603. /S/ KPMG PEAT MARWICK LLP St. Louis, Missouri May 17, 1995 -----END PRIVACY-ENHANCED MESSAGE-----