-----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, PCMrgAsPIZLW20CQo1DoBVSli3eVPfyApkSda+i3m8W0EAV1ovDGFSzw6SlLwxDA 6pv8+fGrZz2Jdsyyj5y4Sw== 0000950114-97-000318.txt : 19970701 0000950114-97-000318.hdr.sgml : 19970701 ACCESSION NUMBER: 0000950114-97-000318 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-11792 FILM NUMBER: 97632522 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 10-K405/A 1 MERCANTILE BANCORPORATION INC. FORM 10-K405/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 COMMISSION FILE NO. 1-11792 ENDED DECEMBER 31, 1996 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 NAME OF EXCHANGE ON WHICH REGISTERED: TO SECTION 12(b) OF THE ACT: (1) COMMON STOCK ($0.01 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 JANUARY 31, 1997: COMMON STOCK, $5.00 PAR VALUE, $2,566,265,226 INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK, AS OF JANUARY 31, 1997: COMMON STOCK $5.00 PAR VALUE, 60,757,050 SHARES OUTSTANDING DOCUMENT INCORPORATED BY REFERENCE AS PROVIDED HEREIN, PORTIONS OF THE DOCUMENT BELOW ARE INCORPORATED BY REFERENCE:
DOCUMENT PART--FORM 10-K -------- --------------- REGISTRANT'S PROXY STATEMENT FOR THE 1997 ANNUAL MEETING OF SHAREHOLDERS. III
2 The "Exhibit Index" as previously filed with the Form 10-K is hereby amended by inserting the following entries: No. 23-1 Consent of KPMG Peat Marwick LLP (relating to report dated June 20, 1997, Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust Financial Statements.) No. 99 Report of the Independent Auditors KPMG Peat Marwick LLP dated June 20, 1997; Statements of Assets Available for Plan Benefits of Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust as of December 31, 1996 and 1995; Statements of Changes in Assets Available For Plan Benefits for the years then ended; and the Notes and Schedules thereto. The Exhibit Index, as amended, follows, and new Exhibits 23-1 and 99 are filed herewith. 2 3 EXHIBIT INDEX
Exhibit No. Description - ---------- ----------- No. 3-1 Restated Articles of Incorporation of the Registrant, as amended and currently in effect, filed as Exhibit 3(i) to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, are incorporated herein by reference. No. 3-2 By-Laws of the Registrant, as amended and currently in effect, filed as Exhibit 3.2 to Amendment No. 2 to Registrant's Registration Statement No. 333-17757, 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 Form of Indenture Regarding Floating Rate Junior Subordinated Definable Interest Debentures due 2027 between the Registrant and the Chase Manhattan Bank, as Trustee. No. 4-3 Form of First Supplemental Indenture Regarding Floating Rate Junior Subordinated Definable Interest Debentures Due 2027 between the Registrant and the Chase Manhattan Bank, as Trustee. No. 4-4 Rights Agreement dated as of May 23, 1988, between Registrant and Mercantile Bank National Association, 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 as Exhibits 1 and 2 to Registrant's Registration Statement on Form 8-A, dated May 24, 1988, 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 (Commission File No. 1-11792), is incorporated herein by reference. No. 10-2 The Mercantile Bancorporation Inc. Executive Incentive Compensation Plan, filed as Appendix C to Registrant's definitive Proxy Statement for the 1994 Annual Meeting of Shareholders, is incorporated herein by reference. No. 10-3 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 (Commission File No. 1-11792), is incorporated herein by reference. No. 10-4 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 (Commission File No. 1-11792), is incorporated herein by reference. No. 10-5 Amendment Number One to the Mercantile Bancorporation Inc. 1991 Employee Incentive Plan, filed as Exhibit 10-6 to Registrant's Report on Form 10-K for the year ended December 31, 1994, is incorporated herein by reference. 3 4 Exhibit No. Description - ---------- ----------- No. 10-6 The Mercantile Bancorporation Inc. 1994 Stock Incentive Plan, filed as Appendix B to Registrant's definitive Proxy Statement for the 1994 Annual Meeting of Shareholders, is incorporated herein by reference. No. 10-7 The Mercantile Bancorporation Inc. 1994 Stock Incentive Plan for Non-Employee Directors, filed as Appendix E to Registrant's definitive Proxy Statement for the 1994 Annual Meeting of Shareholders, is incorporated herein by reference. No. 10-8 The Mercantile Bancorporation Inc. Voluntary Deferred Compensation Plan, filed as Appendix D to Registrant's definitive Proxy Statement for the 1994 Annual Meeting of Shareholders, is incorporated herein by reference. No. 10-9 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 (Commission File No. 1-11792), is incorporated herein by reference. No. 10-10 Form of Change of Control Employment Agreement for 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 Commission File No. 1-11792), is incorporated herein by reference. No. 10-11 Agreement and Plan of Reorganization dated August 4, 1995, by and between Mercantile Bancorporation Inc. and Hawkeye Bancorporation, filed as Exhibit 2.1 to Registrant's Registration Statement No. 33-63609, 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. 10-13 Agreement and Plan of Reorganization dated October 27, 1996, and between Mercantile Bancorporation Inc., Ameribanc, Inc. and Mark Twain Bancshares, Inc., filed as Exhibit 2.1 to Registrant's Report on Form 8-K filed on November 6, 1996, is incorporated herein by reference. No. 10-14 Amendment to Agreement and Plan of Reorganization, dated January 24, 1997, by and among Registrant, Ameribanc, Inc. and Mark Twain Bancshares, Inc., filed as Exhibit 10-16 to Amendment No. 2 to Registrant's Registration Statement No. 33-17757, is incorporated herein by reference. No. 10-15 Stock Option Agreement, dated October 27, 1996, by and between Mercantile Bancorporation Inc., as grantee, and Mark Twain Bancshares, Inc., as issuer, filed as Exhibit 2.2 to Registrant's Report on Form 8-K filed on November 6, 1996, is incorporated herein by reference. No. 10-16 Agreement and Plan of Reorganization, dated December 22, 1996, by and between Mercantile Bancorporation Inc. and Roosevelt Financial Group, Inc., filed as Exhibit 2.1 to Registrant's Report on Form 8-K filed on December 30, 1996, is incorporated herein by reference. 4 5 Exhibit No. Description - ---------- ----------- No. 10-17 Stock Option Agreement, dated December 22, 1996, by and between Mercantile Bancorporation Inc., as grantee, and Roosevelt Financial Group, Inc., as issuer, filed as Exhibit 2.1 to Registrant's Report on Form 8-K filed on December 30, 1996, is incorporated herein by reference. No. 21 Subsidiaries of the Registrant as of January 31, 1997. No. 23 Consent of KPMG Peat Marwick LLP. No. 23-1 Consent of KPMG Peat Marwick LLP (relating to report dated June 20, 1997, Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust Financial Statements.) No. 24 Power of Attorney (on signature page). No. 27 Financial Data Schedule. No. 99 Report of the Independent Auditors KPMG Peat Marwick LLP dated June 20, 1997; Statements of Assets Available for Plan Benefits of the Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust at December 31, 1996 and 1995; Statements of Changes in Assets Available for Plan Benefits for the years then ended; and the Notes and Schedules thereto.
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 27, 1997 By: /s/JOHN Q. ARNOLD ----------------------------- John Q. Arnold Senior Executive Vice President and Chief Financial Officer 6 7 10-K/A EXHIBIT INDEX -------------
Exhibit No. Description - ---------- ----------- No. 23-1 Consent of KPMG Peat Marwick LLP (relating to report dated June 20, 1997, Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust Financial Statements.) No. 99 Report of the Independent Auditors KPMG Peat Marwick LLP dated June 20, 1997; Statements of Assets Available for Plan Benefits of the Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust as of December 31, 1996 and 1995; Statements of Changes in Assets Available for Plan Benefits for the years then ended; and the Notes and Schedules thereto. 7
EX-23.1 2 CONSENT OF EXPERTS 1 EXHIBIT 23-1 Consent of Experts 2 INDEPENDENT AUDITORS' CONSENT The Board of Directors Mercantile Bancorporation Inc.: Plan Administrator Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust: We consent to incorporation by reference in the Registration Statement (No. 33-35139) on Form S-8 of Mercantile Bancorporation Inc. related to the Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust of our report dated June 20, 1997, relating to the statements of assets available for plan benefits of the Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust as of December 31, 1996 and 1995, and the related statements of changes in assets available for plan benefits for the years then ended, which report appears in the 1996 Annual Report on Form 10-K/A, of Mercantile Bancorporation Inc. s/ KPMG PEAT MARWICK LLP St. Louis, Missouri June 27, 1997 EX-99 3 1 EXHIBIT 99 Report of Independent Auditors 2 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Financial Statements and Schedules December 31, 1996 and 1995 (With Independent Auditors' Report Thereon) 3 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST TABLE OF CONTENTS ==============================================================================================
Page(s) ------- Table of Contents: Independent Auditors' Report 1 Financial Statements: Statement of Assets Available for Plan Benefits, December 31, 1996 2 Statement of Assets Available for Plan Benefits, December 31, 1995 3 Statement of Changes in Assets Available for Plan Benefits, Year ended December 31, 1996 4 Statement of Changes in Assets Available for Plan Benefits, Year ended December 31, 1995 5 Notes to Financial Statements, December 31, 1996 and 1995 6-11 Schedule -------- Item 27a: Schedule of Assets Held for Investment Purposes, December 31, 1996 1 12 Schedule of Assets Held for Investment Purposes Which Were Both Acquired and Disposed of Within the Plan Year Item 27b - Schedule of Loans or Fixed Income Obligations Item 27c - Schedule of Leases in Default or Classified as Uncollectible Item 27d - Schedule of Reportable Transactions, Year ended December 31, 1996 2 13 Item 27e - Schedule of Nonexempt Transactions There were no assets held for investment purposes which were both acquired and disposed of within the plan year ended December 31, 1996 which require separate disclosure, no nonexempt transactions with parties-in-interest during the year ended December 31, 1995, and no loans, fixed income obligations, or leases in default or classified as uncollectible at December 31, 1996.
Definitions: Plan - Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust Plan Administrator - Mercantile Employee Benefits Committee Trustee - Mercantile Bank N.A. ERISA - Employee Retirement Income Security Act of 1974 Mercantile - Mercantile Bancorporation Inc. 4 Independent Auditors' Report Mercantile Employee Benefits Committee Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust: We have audited the statements of assets available for plan benefits of the Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust as of December 31, 1996 and 1995, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan's administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits as of December 31, 1996 and 1995, and the changes in assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information included in Schedules 1 and 2 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of assets available for plan benefits and the statement of changes in assets available for plan benefits is presented for purposes of additional analysis rather than to present the assets available for plan benefits and the changes in assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. s/ KPMG PEAT MARWICK LLP June 20, 1997 1 5 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Statement of Assets Available for Plan Benefits December 31, 1996
============================================================================================================================== Participant-directed funds ---------------------------------------------------------------------------------- Growth Government Nonpar- and and Money Small Cap Mercantile Inter- ticipant- Balanced Income Corporate Market Equity Stock national directed Fund Fund Bond Fund Fund Fund Fund Fund funds Total - ------------------------------------------------------------------------------------------------------------------------------ Total noninterest- bearing cash $ 7 - - - - - - 8,653 8,660 Receivables: Employer contributions - - - - - 5,090,806 - - 5,090,806 Income 158 308 39,984 40,265 162 1,018,403 97 3,108 1,102,485 - ------------------------------------------------------------------------------------------------------------------------------ Total receivables 158 308 39,984 40,265 162 6,109,209 97 3,108 6,193,291 - ------------------------------------------------------------------------------------------------------------------------------ Investments at fair value: Interest- bearing cash (including money market funds) 133,084 272,113 47,883 9,877,783 143,631 911,244 72,156 909,624 12,367,518 Certificates of deposit - - - 33,517 - - - - 33,517 Value of interest in registered investment companies 23,679,586 36,710,411 7,953,756 - 9,900,814 - 3,934,068 - 82,178,635 Common stock - - - - - 127,846,585 - - 127,846,585 Loans to participants - - - - - - - 7,005,709 7,005,709 Other - - - - - - - 13,489 13,489 - ------------------------------------------------------------------------------------------------------------------------------ Total investments 23,812,670 36,982,524 8,001,639 9,911,300 10,044,445 128,757,829 4,006,224 7,928,822 229,445,453 - ------------------------------------------------------------------------------------------------------------------------------ Assets available for plan benefits $23,812,835 36,982,832 8,041,623 9,951,565 10,044,607 134,867,038 4,006,321 7,940,583 235,647,404 ============================================================================================================================== See accompanying notes to financial statements.
2 6 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Statement of Assets Available for Plan Benefits December 31, 1995
============================================================================================================================= Participant-directed funds --------------------------------------------------------------------------------- Growth Government Nonpar- and and Money Emerging Mercantile Inter- ticipant- Balanced Income Corporate Market Growth Stock national directed Fund Fund Bond Fund Fund Fund Fund Fund funds Total - ----------------------------------------------------------------------------------------------------------------------------- Total noninterest- bearing cash $ 500 416 332 - 416 - - 20,908 22,572 Receivables: Employer contributions - - - - - 4,674,885 - - 4,674,885 Income 233 298 40,588 41,958 117 602,171 56 926 686,347 - ----------------------------------------------------------------------------------------------------------------------------- Total receivables 233 298 40,588 41,958 117 5,277,056 56 926 5,361,232 - ----------------------------------------------------------------------------------------------------------------------------- Investments at fair value: Interest-bearing cash (including money market funds) 49,792 117,142 27,861 8,526,761 58,363 858,759 25,584 242,354 9,906,616 Certificates of deposit - - - 116,031 - - - - 116,031 Value of interest in registered investment companies 17,809,662 24,444,078 5,934,925 - 6,145,390 - 1,561,088 - 55,895,143 Common stock - - - - - 83,677,634 - 1,656 83,679,290 Loans to participants - - - - - - - 4,776,924 4,776,924 Other - - - - - - - 13,489 13,489 - ----------------------------------------------------------------------------------------------------------------------------- Total investments 17,859,454 24,561,220 5,962,786 8,642,792 6,203,753 84,536,393 1,586,672 5,034,423 154,387,493 - ----------------------------------------------------------------------------------------------------------------------------- Assets available for plan benefits $17,860,187 24,561,934 6,003,706 8,684,750 6,204,286 89,813,449 1,586,728 5,056,257 159,771,297 ============================================================================================================================= See accompanying notes to financial statements.
3 7 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Statement of Changes in Assets Available for Plan Benefits Year ended December 31, 1996
================================================================================================================================ Participant-directed funds ---------------------------------------------------------------------------------- Growth Government Nonpar- and and Money Small Cap Mercantile Inter- ticipant- Balanced Income Corporate Market Equity Stock national directed Fund Fund Bond Fund Fund Fund Fund Fund funds Total - --------------------------------------------------------------------------------------------------------------------------------- Additions: Contributions from: Employer $ - - - - - 10,313,669 - - 10,313,669 Participants 1,593,743 3,214,338 648,110 1,021,747 1,873,718 2,973,250 921,583 - 12,246,489 - --------------------------------------------------------------------------------------------------------------------------------- Total contributions 1,593,743 3,214,338 648,110 1,021,747 1,873,718 13,286,919 921,583 - 22,560,158 - --------------------------------------------------------------------------------------------------------------------------------- Earnings on investments: Interest: Interest- bearing cash (including money market funds) 1,653 2,765 1,014 468,645 1,430 33,317 1,005 117,095 626,924 Certificates of deposit - - - 3,487 - - - - 3,487 Loans to participants - - - - - - - 542,902 542,902 - --------------------------------------------------------------------------------------------------------------------------------- Total interest 1,653 2,765 1,014 472,132 1,430 33,317 1,005 659,997 1,173,313 - --------------------------------------------------------------------------------------------------------------------------------- Common stock dividends - - - - - 3,643,305 - - 3,643,305 Net appreciation in fair value of investments - - - 2,028 - 13,869,035 - 2 13,871,065 Net investment gain from registered investment companies 2,437,164 5,454,325 147,586 - 837,400 - 284,540 - 9,161,015 Other income 1,142 768 185 288 201 10,481 70 107,342 120,477 - --------------------------------------------------------------------------------------------------------------------------------- Total additions 4,033,702 8,672,196 796,895 1,496,195 2,712,749 30,843,057 1,207,198 767,341 50,529,333 - --------------------------------------------------------------------------------------------------------------------------------- Deductions: Administrative expenses 15,932 22,104 5,421 7,979 5,792 73,083 1,745 16,907 148,963 Benefit payments to participants or beneficiaries 1,063,229 1,437,697 511,676 3,058,860 516,888 10,449,445 195,983 326,539 17,560,317 - --------------------------------------------------------------------------------------------------------------------------------- Total deductions 1,079,161 1,459,801 517,097 3,066,839 522,680 10,522,528 197,728 343,446 17,709,280 - --------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in assets available for plan benefits prior to transfers 2,954,541 7,212,395 279,798 (1,570,644) 2,190,069 20,320,529 1,009,470 423,895 32,820,053 Transfers to the Plan 3,466,527 5,313,946 1,866,808 3,261,876 1,862,255 26,235,601 999,296 49,745 43,056,054 Interfund transfers, net (468,420) (105,443) (108,689) (424,417) (212,003) (1,502,541) 410,827 2,410,686 - - --------------------------------------------------------------------------------------------------------------------------------- Net increase in assets available for plan benefits 5,952,648 12,420,898 2,037,917 1,266,815 3,840,321 45,053,589 2,419,593 2,884,326 75,876,107 Assets available for plan benefits: Beginning of year 17,860,187 24,561,934 6,003,706 8,684,750 6,204,286 89,813,449 1,586,728 5,056,257 159,771,297 - --------------------------------------------------------------------------------------------------------------------------------- End of year $23,812,835 36,982,832 8,041,623 9,951,565 10,044,607 134,867,038 4,006,321 7,940,583 235,647,404 ================================================================================================================================= See accompanying notes to financial statements.
4 8 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Statement of Changes in Assets Available for Plan Benefits Year ended December 31, 1995
============================================================================================================================== Participant-directed funds --------------------------------------------------------------------------------- Growth Government Nonpar- and and Money Emerging Mercantile Inter- ticipant- Balanced Income Corporate Market Growth Stock national directed Fund Fund Bond Fund Fund Fund Fund Fund funds Total - ----------------------------------------------------------------------------------------------------------------------------- Additions: Contributions from: Employer $ - - - - - 9,027,516 - - 9,027,516 Participants 1,324,342 2,185,608 484,992 635,686 1,618,040 2,360,093 737,611 (514) 9,345,858 - ------------------------------------------------------------------------------------------------------------------------------ Total contributions 1,324,342 2,185,608 484,992 635,686 1,618,040 11,387,609 737,611 (514) 18,373,374 - ------------------------------------------------------------------------------------------------------------------------------- Earnings on investments: Interest: Interest- bearing cash (including money market funds) 2,714 2,997 1,321 433,619 1,817 34,341 879 31,485 509,173 Certificates of deposit - - - 12,311 - - - - 12,311 Loans to participants - - - - - - - 460,630 460,630 ----------------------------------------------------------------------------------------------------------------------------- Total interest 2,714 2,997 1,321 445,930 1,817 34,341 879 492,115 982,114 - ------------------------------------------------------------------------------------------------------------------------------ Common stock dividends - - - - - 2,053,330 - 10 2,053,340 Net appreciation in fair value of investments - - - 1,139 - 20,574,093 - 136,706 20,711,938 Net investment gain from pooled separate accounts - - - - - - - 6,119 6,119 Net investment gain from registered investment companies 3,651,526 6,088,745 845,429 - 750,271 - 126,088 - 11,462,059 Other income 1,779 (455) 105 771 2,945 33,990 60 - 39,195 - ------------------------------------------------------------------------------------------------------------------------------- Total additions 4,980,361 8,276,895 1,331,847 1,083,526 2,373,073 34,083,363 864,638 634,436 53,628,139 - ------------------------------------------------------------------------------------------------------------------------------ Deductions: Administrative expenses 21,528 28,323 7,430 12,820 7,320 107,282 1,525 6,870 193,098 Benefit payments to participants or beneficiaries 979,674 1,089,260 280,219 2,525,415 220,556 6,156,865 32,333 306,631 11,590,953 - ------------------------------------------------------------------------------------------------------------------------------ Total deductions 1,001,202 1,117,583 287,649 2,538,235 227,876 6,264,147 33,858 313,501 11,784,051 - ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in assets available for plan benefits prior to transfers 3,979,159 7,159,312 1,044,198 (1,454,709) 2,145,197 27,819,216 830,780 320,935 41,844,088 Transfers to the Plan 391,022 460,163 282,448 1,452,149 61,200 15,397,956 19,540 45,152 18,109,630 Interfund transfers, net (2,579,772) (1,591,737) (545,609) (358,329) 370,486 2,849,298 736,408 1,119,255 - - -------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in assets available for plan benefits 1,790,409 6,027,738 781,037 (360,889) 2,576,883 46,066,470 1,586,728 1,485,342 59,953,718 Assets available for plan benefits: Beginning of year 16,069,778 18,534,196 5,222,669 9,045,639 3,627,403 43,746,979 - 3,570,915 99,817,579 - ------------------------------------------------------------------------------------------------------------------------------- End of year $17,860,187 24,561,934 6,003,706 8,684,750 6,204,286 89,813,449 1,586,728 5,056,257 159,771,297 ================================================================================================================================ See accompanying notes to financial statements.
5 9 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements December 31, 1996 and 1995 ================================================================================ (1) Description of the Plan The following description of the Plan provides only general information. Interested parties should refer to the plan agreement for a more complete description of the Plan's provisions. General The Plan, which was adopted in 1969, is a defined contribution plan which covers all employees of Mercantile Bancorporation Inc. and subsidiaries (Mercantile) who have completed one year of eligible service. The Plan is subject to the provisions of ERISA and structured to incorporate the provisions available under Section 401(k) of the Internal Revenue Code, which allows member and sponsor contributions to be excluded from federal and state income taxation within certain prescribed limits. The Plan Administrator, appointed by the Board of Directors, manages and directs the operation of the Plan. Contributions Participants may contribute 1% to 15% of their annual compensation (subject to federal limits) and may elect to have their contribution invested in the following separate investment funds within the Plan: * Balanced Fund, which invests in the Arch Balanced Portfolio. The Arch Balanced Portfolio is a mutual fund that invests in fixed- income securities and equity securities. * Growth and Income Fund, which invests in the Arch Growth and Income Equity Portfolio. The Arch Growth and Income Equity Portfolio is a mutual fund that primarily invests in broadly diversified equity securities. * Government and Corporate Bond Fund, which invests in the Arch Government and Corporate Bond Portfolio. The Arch Government and Corporate Bond Portfolio is a mutual fund that primarily invests in debt obligations with maturity dates of one year or more. * Money Market Fund, which invests in the Arch Money Market Portfolio Trust Shares. The Arch Money Market Portfolio Trust Shares is a mutual fund that primarily invests in fixed income obligations with maturity dates of less than one year. * Small Cap Equity Fund (formerly Emerging Growth Fund), which invests in the Arch Small Cap Equity Portfolio (formerly the Arch Emerging Growth Portfolio). The Arch Small Cap Equity Portfolio is a mutual fund that invests in common stocks of emerging or established small-to-medium-sized companies. * Mercantile Stock Fund, which invests in the common stock of Mercantile Bancorporation Inc. * International Fund, which invests in the Arch International Equity Portfolio. The Arch International Equity Portfolio is a mutual fund that invests in a diversified portfolio of international stocks. Mercantile's contribution has both a matching and incentive component. As a matching component, Mercantile contributes 50% of a participant's contribution up to a maximum employer contribution equal to 3% of a participant's salary. Mercantile's incentive contribution is based on a formula using a return-on-assets ratio. Incentive contributions cannot exceed 6% of the total (Continued) 6 10 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements ================================================================================ compensation paid to participants during a plan year. Both the matching and the incentive contributions are invested in the Mercantile Stock Fund. Participant Accounts Each participant account is credited with the participant's contribution and an allocation of employer contributions and Plan earnings net of administrative expenses. Allocations are based on participant compensation or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Nonparticipant-directed Funds Included in nonparticipant-directed funds are a Loan Fund, Insurance Fund, several temporary funds, and Suspense Fund. The Loan Fund allows participating employees to borrow money, within specified limits, in the form of interest-bearing promissory notes from the Plan to be repaid over a period not to exceed five years for general loans or 10 years for mortgage loans. The Insurance Fund relates only to certain employees who were merged into the Plan via acquisition activity. The Insurance Fund provides for the payment of a participant's life insurance premiums via pre-tax contributions. The temporary funds represent suspense funds utilized to capture and distribute transfers from plans merged into the Plan in the current year. Participant withdrawals are paid from the Suspense Fund, which receives cash from the various funds as payments are approved. Vesting Participants are fully vested in their account balances, including both employer match and incentive contributions. Benefit Payments Upon termination of employment, participants may elect to be paid the balance of their account, either immediately or upon retirement, in a lump sum or installments in accordance with plan provisions over a period not to exceed 10 years. (2) Summary of Significant Accounting Policies Basis of Accounting The accompanying financial statements have been prepared on an accrual basis, with the exception of benefits which are recorded when paid, and present the assets available for plan benefits and changes in those assets. The Plan Administrator is required to make estimates and assumptions that affect the reported amounts in the financial statements and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Valuation of Investments The Plan's investments are stated at fair value. Securities traded on a national securities exchange, including Mercantile Bancorporation Inc. common stock, are valued at the last reported sales price on the last business day of the plan year. Interest in registered investment companies represents units of participation in Arch mutual funds. Interest-bearing cash represents units of participation in the Arch Money Market Portfolio Trust Shares. Units of Arch mutual funds and Arch Money Market Portfolio Shares are valued at quoted (Continued) 7 11 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements ================================================================================ market prices which represent the net asset value of shares held by the Plan as provided by BYSIS Fund Services, the administrator of the Arch Funds, Inc. Loans to participants are valued at cost which approximates fair value. Investment Transactions Investment transactions are accounted for on the trade date (date the order to buy or sell is executed). The realized gains or losses on investments are determined principally using the average cost of the individual security issue as a basis. Average cost is based on the market value of the security at the beginning of the year and the acquisition cost of any purchases made during the year. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Uninvested moneys within each fund are temporarily invested in the Arch Money Market Portfolio or the MTC Master Money Market Trust. Costs of Plan Administration Fees and expenses incurred by the Trustee and the Plan's management in the administration of the Plan are paid by Mercantile and from plan assets. Expenses solely attributable to the investment of plan funds shall be paid by plan assets. Reclassification Certain reclassifications of 1995 information have been made to conform with 1996 presentation. (3) Investments Except for contracts held by an insurance company, the Plan's investments are maintained in a trust fund managed by the Trustee on behalf of the Plan. The following table presents the fair value of investments at December 31, 1996 and 1995. Investments that represent 5% or more of the Plan's assets are separately identified:
==================================================================================================================== 1996 1995 - -------------------------------------------------------------------------------------------------------------------- Investments at fair value as determined by quoted market price: Interest in registered investment companies: Arch Money Market Portfolio Trust Shares $ 10,568,413 9,906,616 Arch Balanced Portfolio 23,679,586 17,809,661 Arch Growth and Income Equity Portfolio 36,710,411 24,444,078 Other 23,587,743 13,641,404 Common stocks: Mercantile Bancorporation Inc., 2,488,498 and 1,819,079 shares, respectively 127,846,585 83,677,634 Other - 1,656 - -------------------------------------------------------------------------------------------------------------------- 222,392,738 149,481,049 Investments at estimated fair value 7,052,715 4,906,444 - -------------------------------------------------------------------------------------------------------------------- $229,445,453 154,387,493 ====================================================================================================================
(Continued) 8 12 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements ================================================================================ During 1996 and 1995, the Plan's investments, exclusive of investments in registered investment companies, appreciated in fair value as follows:
==================================================================================================================== 1996 1995 -------------------------- -------------------------- Realized Unrealized Realized Unrealized - -------------------------------------------------------------------------------------------------------------------- Investments at fair value as determined by quoted market price - common stocks $173,587 13,695,448 821,356 19,889,443 Investments at estimated fair value - certificates of deposit 914 1,116 1,139 - - -------------------------------------------------------------------------------------------------------------------- $174,501 13,696,564 822,495 19,889,443 ====================================================================================================================
(4) Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of assets available for plan benefits per the financial statements to Form 5500:
==================================================================================================================== 1996 1995 - -------------------------------------------------------------------------------------------------------------------- Assets available for plan benefits per the financial statements $235,647,404 159,771,297 Amounts allocated to withdrawing participants (2,688,173) (196,790) - -------------------------------------------------------------------------------------------------------------------- Assets available for plan benefits per the Form 5500 $232,959,231 159,574,507 ====================================================================================================================
The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500:
==================================================================================================================== 1996 1995 - -------------------------------------------------------------------------------------------------------------------- Benefits paid to participants per the financial statements $17,560,317 11,590,953 Add amounts allocated to withdrawing participants at December 31, 1996 2,688,173 196,790 Less amounts allocated to withdrawing participants at December 31, 1995 (196,790) (1,553,578) - -------------------------------------------------------------------------------------------------------------------- Benefits paid to participants per the Form 5500 $20,051,700 10,234,165 ====================================================================================================================
(Continued) 9 13 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements ================================================================================ Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. (5) Transfers to the Plan During 1996 and 1995, the following plans merged into the Plan. The mergers were related to Mercantile's corporate acquisitions:
==================================================================================================================== Effective Total date plan assets - -------------------------------------------------------------------------------------------------------------------- 1996 plan mergers: TCBankshares, Inc. 401(k) Profit Sharing Plan January 1, 1996 $ 2,251,672 First Federal Savings Bank of Iowa Retirement Savings Plan January 1, 1996 4,881,151 Southwest Bancshares, Inc. 401(k) Plan January 1, 1996 651,083 Security Bank of Conway Profit Sharing Plan March 1, 1996 355,763 Hawkeye Bank Corporation Employees Stock Ownership Plan and Hawkeye Bank Corporation Employees Stock Ownership Plan July 1, 1996 31,545,745 First National Bank of Sterling Rock Falls Savings and Retirement Plan July 1, 1996 2,213,741 Metro Savings Bank F.S.B. Profit Sharing Plan and Metro Savings Bank F.S.B. Employee Stock Ownership Plan July 1, 1996 1,156,899 - -------------------------------------------------------------------------------------------------------------------- $43,056,054 ==================================================================================================================== 1995 plan mergers: Wedge Group of Community Banks 401(k) Plan July 1, 1995 1,682,112 Central Mortgage Bancshares, Inc. Employee Stock Ownership Plan July 1, 1995 16,427,518 - -------------------------------------------------------------------------------------------------------------------- $18,109,630 ====================================================================================================================
(6) Related Party Transactions On various dates during 1996, the Plan purchased and sold shares of Mercantile Bancorporation Inc. common stock at fair market value for investment in the Plan's Mercantile Stock Fund. Certain Plan investments are shares of mutual funds managed by Mercantile Bank N.A. Mercantile Bank N.A. is the trustee of the Plan and, therefore, these transactions qualify as party-in-interest transactions. Mercantile Bank N.A., the trustee of the Plan, is a wholly owned subsidiary of Mercantile Bancorporation Inc. (Continued) 10 14 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements ================================================================================ (7) Income Tax Status The Internal Revenue Service has determined and informed Mercantile by a letter dated August 7, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. (8) Plan Termination While Mercantile has not expressed any intent to terminate the Plan or discontinue contributions, it may do so at any time, subject to the provisions set forth in ERISA. (9) Subsequent Events (Unaudited) In August 1996, Peoples State Bank merged with Mercantile. In conjunction with the merger, the Peoples State Bank Employee Savings and Profit Sharing Plan (Peoples Plan) merged into the Plan effective January 1, 1997. The fair value of the Peoples Plan's assets was approximately $1,067,000 at December 31, 1996. In November 1996, First Financial Corporation of America merged with Mercantile. In connection with the merger, the FNB Profit Sharing Trust (First Financial Plan) merged into the Plan effective January 1, 1997. The fair value of the First Financial Plan's assets was approximately $1,719,000 at December 31, 1996. In November 1996, Today's Bancorp, Inc. merged with Mercantile. In connection with the merger, the Today's Bancorp, Inc. Employees Stock Ownership Plan (Today's Plan) merged into the Plan effective March 1, 1997. The fair value of the Today's Plan's assets was approximately $3,810,000 at February 28, 1997. In March 1997, Regional Bancshares, Inc. merged with Mercantile. In connection with the merger, the Bank of Alton 401(k) Plan (Regional Plan) will be merged into the Plan effective July 1, 1997. The fair value of the Regional Plan's assets was approximately $11,311,000 at April 30, 1997. In April 1997, Mark Twain Bancshares, Inc. merged with Mercantile. In connection with the merger, the Mark Twain Savings Challenge Plan (Mark Twain Plan) will be merged into the Plan effective July 1, 1997. The fair value of the Mark Twain Plan's assets was approximately $39,903,000 at May 31, 1997. 11 15 Schedule 1 ---------- MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1996
======================================================================================================================= Shares or Current units Cost value - ----------------------------------------------------------------------------------------------------------------------- Cash equivalents: 10,568,413 Arch Money Market Portfolio Trust Shares $ 10,568,413 10,568,413 1,799,105 MTC Master Money Market Trust Shares 1,799,105 1,799,105 33,517 Certificates of deposit 32,401 33,517 - ----------------------------------------------------------------------------------------------------------------------- 12,399,919 12,401,035 - ----------------------------------------------------------------------------------------------------------------------- Registered investment companies: 337,110 Arch International Equity Portfolio 3,641,828 3,934,068 790,169 Arch Small Cap Equity Portfolio 9,583,606 9,900,814 782,080 Arch Government and Corporate Bond Portfolio 8,002,624 7,953,756 2,043,105 Arch Balanced Portfolio 21,653,266 23,679,586 2,172,214 Arch Growth and Income Equity 31,853,810 36,710,411 Portfolio - ----------------------------------------------------------------------------------------------------------------------- 74,735,134 82,178,635 - ----------------------------------------------------------------------------------------------------------------------- 2,488,498 Mercantile Bancorporation Inc. Common Stock 63,045,252 127,846,585 7,005,709 Loans to participants - general purpose and residential loans (interest rates range from 10% to 10.5%) 7,005,709 7,005,709 150,024 Equitable Life Insurance 7,370 13,489 - ----------------------------------------------------------------------------------------------------------------------- Total assets held for investment purposes $157,193,384 229,445,453 ======================================================================================================================= Represents party-in-interest transactions allowable under ERISA regulations. See accompanying independent auditors' report.
12 16 Schedule 2 ---------- MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Item 27d - Schedule of Reportable Transactions Year ended December 31, 1996
================================================================================================================================ Expenses incurred Identity of Purchase Selling Lease with party involved Description of asset price price rental transaction - -------------------------------------------------------------------------------------------------------------------------------- Arch Money Market Purchases of the Arch Money Portfolio Trust Market Portfolio Trust Shares $73,526,485 - - - Shares Arch Money Market Sales of the Arch Money Portfolio Trust Market Portfolio Trust Shares - 73,332,690 - - Shares MTC Master Money Purchases of the MTC Market Account Master Money Market Account 5,941,913 - - - MTC Master Money Purchases of the MTC Market Account Master Money Market Account - 5,688,383 - - Mercantile Bancorpora- Purchases of Mercantile tion Inc. Bancorporation Inc. common stock 11,951,822 - - 11,024 Arch Balanced Portfolio Purchases of the Arch Balanced Portfolio shares 6,604,852 - - - Arch Balanced Portfolio Sales of the Arch Balanced Portfolio shares - 1,192,000 - - Arch Small Capital Equity Purchases of Arch Small Cap Portfolio Equity Portfolio Shares 4,109,006 - - - Arch Small Capital Equity Sales of Arch Small Cap Portfolio Equity Portfolio Shares - 588,000 - - Arch Government and Purchases of the Arch Government Corporate Bond and Corporate Bond Portfolio shares 3,133,187 - - - Portfolio Arch Government and Sales of the Arch Government Corporate Bond and Corporate Bond Portfolio shares - 836,398 - - Portfolio Arch International Equity Purchases of Arch International Portfolio shares Equity Portfolio shares 2,322,214 - - - Arch International Equity Sales of Arch International Portfolio shares Equity Portfolio shares - 128,000 - - Arch Growth and Income Purchases of Arch Growth Equity Portfolio and Income Equity Portfolio shares 11,372,942 - - - Arch Growth and Income Sales of Arch Growth Equity Portfolio and Income Equity Portfolio shares - 1,239,000 - - ==================================================================================================================================== ================================================================================================================================ Current value Cost of asset on Identity of of transaction Net gain party involved Description of asset assets date or (loss) - --------------------------------------------------------------------------------------------------------------------------------- Arch Money Market Purchases of the Arch Money Portfolio Trust Market Portfolio Trust Shares 73,526,485 73,526,485 - Shares Arch Money Market Sales of the Arch Money Portfolio Trust Market Portfolio Trust Shares 73,332,690 73,332,690 - Shares MTC Master Money Purchases of the MTC Market Account Master Money Market Account 5,941,913 5,941,913 - MTC Master Money Purchases of the MTC Market Account Master Money Market Account 5,688,383 5,688,383 - Mercantile Bancorpora- Purchases of Mercantile tion Inc. Bancorporation Inc. common stock 11,951,822 11,951,822 - Arch Balanced Portfolio Purchases of the Arch Balanced Portfolio shares 6,604,852 6,604,852 - Arch Balanced Portfolio Sales of the Arch Balanced Portfolio shares 1,156,862 1,192,000 35,138 Arch Small Capital Equity Purchases of Arch Small Cap Portfolio Equity Portfolio Shares 4,109,006 4,109,006 - Arch Small Capital Equity Sales of Arch Small Cap Portfolio Equity Portfolio Shares 563,833 588,000 24,167 Arch Government and Purchases of the Arch Government Corporate Bond and Corporate Bond Portfolio shares 3,133,187 3,133,187 - Portfolio Arch Government and Sales of the Arch Government Corporate Bond and Corporate Bond Portfolio shares 875,678 836,398 (39,280) Portfolio Arch International Equity Purchases of Arch International Portfolio shares Equity Portfolio shares 2,322,214 2,322,214 - Arch International Equity Sales of Arch International Portfolio shares Equity Portfolio shares 121,919 128,000 6,081 Arch Growth and Income Purchases of Arch Growth Equity Portfolio and Income Equity Portfolio shares 11,372,942 11,372,942 - Arch Growth and Income Sales of Arch Growth Equity Portfolio and Income Equity Portfolio shares 1,142,611 1,239,000 96,389 ================================================================================================================================= Represents party-in-interest transaction allowable under ERISA regulations. See Accompanying independent auditors' report.
13 -----END PRIVACY-ENHANCED MESSAGE-----