-----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, of6NL7TfqqQEJl75HWbnc9qUBIf02K2WDD5ZGZyJTRTp1wW16rUvRBaFss5T4NRO oE5/tGPvU/LDJ4WHpSmbNA== 0000950114-95-000127.txt : 199507030000950114-95-000127.hdr.sgml : 19950703 ACCESSION NUMBER: 0000950114-95-000127 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 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: 95551154 BUSINESS ADDRESS: STREET 1: P O BOX 524 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-K405/A 1 MERCANTILE BANCORPORATION, INC. AMENDMENT TO FORM 10-K405 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, 1994 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 SECTION 12(b) OF THE ACT: NAME OF EXCHANGE ON WHICH 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, 1995: COMMON STOCK, $5.00 PAR VALUE, $1,488,634,772 INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK, AS OF MARCH 10, 1995 COMMON STOCK $5.00 PAR VALUE, 45,681,034 SHARES OUTSTANDING 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, 1994 PARTS I, II, IV PROXY STATEMENT FOR THE 1995 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 LLP (relating to report dated June 16, 1995, Mercantile Bancorporation Inc. Savings and Incentive Plan financial statements.) No. 99 Report of the Independent Auditors KPMG Peat Marwick LLP dated June 16, 1995; Statements of Assets Available for Plan Benefits of Mercantile Bancorporation Inc. Savings and Incentive Plan as of December 31, 1994 and 1993; Statements of Changes in Assets Available For Plan Benefits for the years then ended; and the Notes and Schedules thereto. 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 Regis- trant'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 3.2 to Registrant's Registration Statement No. 33-57489, 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 Certifi- cate) 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, is incorporated herein by reference. No. 10-2 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. 10-3 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 references. No. 10-4 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. 10-5 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. 10-6 Amendment Number One to the Mercantile Bancorporation Inc. 1991 Employee Incentive Plan. 3 4 No. 10-7 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. 10-8 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. 10-9 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. 10-10 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 incorporated herein by reference. No. 10-11 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. No. 10-12 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. 10-13 Agreement and Plan of Reorganization dated August 17, 1993, by and among Registrant and United Postal Bancorp, Inc.; filed as Exhibit 2.1 to Registrant's Registration Statement No. 33-50981, is incorporated herein by reference. No. 10-14 Amended and Restated Agreement and Plan of Reorganization dated as of December 2, 1994 by and among Mercantile Bancorporation Inc. and TCBankshares, Inc., filed as Exhibit 2.1 to Registrant's Report on Form 8-K dated December 21, 1994, is incorporated herein by reference. No. 10-15 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, 1994. No. 21 Subsidiaries of the Registrant as of March 10, 1995. No. 23 Consent of KPMG Peat Marwick LLP. No. 23-1 Consent of KPMG Peat Marwick LLP (relating to report dated June 16, 1995, Mercantile Bancorporation Inc. Savings and Incentive Plan financial statements) 4 5 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 16, 1995; Statements of Assets Available for Plan Benefits of the Mercantile Bancorporation Inc. Savings and Incentive Plan as of December 31, 1994 and 1993; Statements of Changes in Assets Available for Plan Benefits for the years then ended; and the Notes and Schedules thereto. (b) Reports on Form 8-K: Registrant filed a Report on Form 8-K dated December 21, 1994. Under Item 5 of that Report, Registrant disclosed that it had entered into, and briefly described the terms of, an Agreement and Plan of Reorganization ("Agreement") with TCBankshares, Inc. ("TCB"), an Arkansas bank holding company. Pursuant to the Agreement, Registrant will acquire TCB through merger of TCB with and into a wholly owned subsidiary of Registrant, with the shareholders of TCB to receive an aggregate of approximately 4,750,000 shares of Registrant Common Stock, par value $5.00 per share. In addition, holders of TCB Series A and Series B Preferred Stock would receive an aggregate of 5,306 shares of Registrant Series B-1 Preferred Stock and 9,500 shares of Registrant Series B-2 Preferred Stock, respectively, in exchange for their shares of TCB Series A and Series B Preferred Stock. Also under Item 5, and as referenced in Item 7, the Registrant included in the Report the Report of Independent Auditors of TCB and the following historical financial statements of TCB: Consolidated Balance Sheets as of December 31, 1993 and 1992 Consolidated Statements of Income for the Years Ended December 31, 1993, 1992 and 1991 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1993, 1992 and 1991 Consolidated Statements of Cash Flows for the Years Ended December 31, 1993, 1992 and 1991 Notes to Consolidated Financial Statements--December 31, 1993 Consolidated Balance Sheets as of September 30, 1994 and 1993 (Unaudited) Consolidated Statements of Income for the Nine Months Ended September 30, 1994 and 1993 (Unaudited) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1994 and 1993 (Unaudited) Consolidated Statements of Stockholders' Equity for the Nine Months Ended September 30, 1994 and 1993 (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 29, 1995 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 LLP (relating to report dated June 16, 1995, Mercantile Bancorporation Inc. Savings and Incentive Plan financial statements.) No. 99 Report of the Independent Auditors KPMG Peat Marwick LLP dated June 16, 1995; Statements of Assets Available for Plan Benefits of the Mercantile Bancorporation Inc. Savings and Incentive Plan as of December 31, 1994 and 1993; 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 INDEPENDENT AUDITORS' CONSENT 1 Independent Auditors' Consent ----------------------------- The Board of Directors 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 16, 1995, relating to the statements of assets available for plan benefits of the Mercantile Bancorporation Inc. Savings and Incentive Plan as of December 31, 1994 and 1993, and the related statements of changes in assets available for plan benefits for the years then ended, which report appears in the 1994 Annual Report on Form 10-K, as amended, of Mercantile Bancorporation Inc. St. Louis, Missouri s/KPMG Peat Marwick LLP June 29, 1995 EX-99 3 REPORT OF INDEPENDENT AUDITORS 1 MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Financial Statements and Schedules December 31, 1994 and 1993 (With Independent Auditors' Report Thereon) 2 MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Table of Contents and Definitions Table of Contents: Independent Auditors' Report Statement of Assets Available for Plan Benefits, December 31, 1994 Statement of Assets Available for Plan Benefits, December 31, 1993 Statement of Changes in Assets Available for Plan Benefits, Year ended December 31, 1994 Statement of Changes in Assets Available for Plan Benefits, Year ended December 31, 1993 Notes to Financial Statements, December 31, 1994 and 1993
Schedule -------- Item 27a: Schedule of Assets Held for Investment, December 31, 1994 1 Schedule of Assets Which Were Both Acquired and Disposed of Within the Plan Year Item 27b - Schedule of Loans or Fixed Income Obligations in Default Item 27c - Schedule of Leases in Default or Classified as Uncollectible Item 27d - Schedule of (5%) Reportable Transactions, Year ended December 31, 1994 2 Item 27e - Schedule of Non-Exempt Transactions With Parties-in-interest The Trustee has certified that there were no assets acquired and disposed of by the Plan within the year ended December 31, 1994 which require separate disclosure, no non-exempt transactions with parties-in-interest during the year ended December 31, 1994, and no obligations or leases in default at December 31, 1994.
Definitions: Plan - Mercantile Bancorporation Inc. Savings and Incentive Plan and Trust Plan Administrator - Mercantile Employee Benefits Committee Trustee - Mercantile Bank of St. Louis N.A. ERISA - Employee Retirement Income Security Act of 1974 3 Independent Auditors' Report ---------------------------- Mercantile Employee Benefits Committee Mercantile Bancorporation Inc. Savings and Incentive Plan and Trust: We have audited the statements of assets available for plan benefits of the Mercantile Bancorporation Inc. Savings and Incentive Plan and Trust (the Plan) as of December 31, 1994 and 1993, 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 management. 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 management, 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, 1994 and 1993, 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 changes in assets available for plan benefits is presented for purposes of additional analysis rather than to present 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. June 16, 1995 s/KPMG Peat Marwick LLP 4 MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Statement of Assets Available for Plan Benefits December 31, 1994
Participant-Directed Funds -------------------------------------------------------------------- Growth & Government Money Emerging Balanced Income & Corporate Market Growth Fund Fund Bond Fund Fund Fund -------- -------- ----------- ------ -------- Total non-interest-bearing cash $ 55,422 81,918 21,537 68,768 25,966 Receivables: Employer contributions - - - - - Income 1,019 834 29,231 44,594 318 ---------- ---------- --------- --------- --------- Total receivables 1,019 834 29,231 44,594 318 ---------- ---------- --------- --------- --------- General investments: Interest-bearing cash (including money market funds) 1,808,201 877,111 394,852 8,606,164 - Certificates of deposit - - - 326,113 - Loans to participants - - - - - Value of interest in registered investment companies 14,205,136 17,574,333 4,777,049 - 3,601,119 Other - - - - - ---------- ---------- --------- --------- --------- Total general investments 16,013,337 18,451,444 5,171,901 8,932,277 3,601,119 ---------- ---------- --------- --------- --------- Total non-interest-bearing cash, receivables, and general investments 16,069,778 18,534,196 5,222,669 9,045,639 3,627,403 Employer-related investments - employer securities - - - - - ---------- ---------- --------- --------- --------- Assets available for plan benefits $ 16,069,778 18,534,196 5,222,669 9,045,639 3,627,403 ========== ========== ========= ========= ========= Non-Par- ticipant- Directed Funds Total --------- ----- Total non-interest-bearing cash 69,900 323,511 Receivables: Employer contributions 6,685,671 6,685,671 Income 330,448 406,444 ---------- ---------- Total receivables 7,016,119 7,092,115 ---------- ---------- General investments: Interest-bearing cash (including money market funds) 207,001 11,893,329 Certificates of deposit - 326,113 Loans to participants 3,287,533 3,287,533 Value of interest in registered investment companies - 40,157,637 Other 11,028 11,028 ---------- ---------- Total general investments 3,505,562 55,675,640 ---------- ---------- Total non-interest-bearing cash, receivables, and general investments 10,591,581 63,091,266 Employer-related investments - employer securities 36,726,313 36,726,313 ---------- ---------- Assets available for plan benefits 47,317,894 99,817,579 ========== ========== See accompanying notes to financial statements.
5 MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Statement of Assets Available for Plan Benefits December 31, 1993
Participant-Directed Funds ------------------------------------------------------ Diver- Short sified Equity Long-Term Term Money Fund Fund Bond Fund Market Fund ------ ------ --------- ----------- Total non-interest-bearing cash $ - - - - Receivables: Employer contributions - - - - Participant contributions 8,262 12,621 3,677 1,610 Income 37,554 1,728 24,570 41,361 ---------- ---------- --------- --------- Total receivables 45,816 14,349 28,247 42,971 ---------- ---------- --------- --------- General investments: Interest-bearing cash (including money market funds) 477,352 601,096 188,654 5,648,363 Certificates of deposit - - - 432,750 U.S. government securities - - - 297,519 Corporate debt instruments - all other - - - 1,306,505 Loans to participants - - - - Value of interest in registered investment companies 16,074,540 16,299,083 4,703,258 - Other 9,778 - - - ---------- ---------- --------- --------- Total general investments 16,561,670 16,900,179 4,891,912 7,685,137 ---------- ---------- --------- --------- Total non-interest-bearing cash, receivables, and general investments 16,607,486 16,914,528 4,920,159 7,728,108 Employer-related investments - employer securities - - - - ---------- ---------- --------- --------- Assets available for plan benefits $ 16,607,486 16,914,528 4,920,159 7,728,108 ========== ========== ========= ========= Non-Par- ticipant- Directed Funds Total --------- ----- Total non-interest-bearing cash 28,866 28,866 Receivables: Employer contributions 6,140,097 6,140,097 Participant contributions - 26,170 Income 232,145 337,358 ---------- ---------- Total receivables 6,372,242 6,503,625 ---------- ---------- General investments: Interest-bearing cash (including money market funds) 775,500 7,690,965 Certificates of deposit - 432,750 U.S. government securities - 297,519 Corporate debt instruments - all other - 1,306,505 Loans to participants 2,316,424 2,316,424 Value of interest in registered investment companies - 37,076,881 Other 1,863 11,641 ---------- ---------- Total general investments 3,093,787 49,132,685 ---------- ---------- Total non-interest-bearing cash, receivables, and general investments 9,494,895 55,665,176 Employer-related investments - employer securities 28,092,343 28,092,343 ---------- ---------- Assets available for plan benefits 37,587,238 83,757,519 ========== ========== See accompanying notes to financial statements.
6 MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Statement of Changes in Assets Available for Plan Benefits Year ended December 31, 1994
Participant-Directed Funds ------------------------------------------------------------------- Growth & Government Money Emerging Balanced Income & Corporate Market Growth Fund Fund Bond Fund Fund Fund -------- -------- ----------- ------ -------- Income: Contributions - received or receivable from: Employers $ - - - - - Participants 1,487,613 2,142,213 691,322 695,601 1,007,435 ---------- ---------- --------- --------- --------- Total contributions 1,487,613 2,142,213 691,322 695,601 1,007,435 ---------- ---------- --------- --------- --------- Earnings on investments: Interest: Interest-bearing cash (including money market funds) 2,653 3,456 1,442 265,034 2,638 Certificates of deposit - - - 22,418 - U.S. Government securities - - - 7,036 - Corporate debt instruments - - - 26,176 - ---------- ---------- --------- --------- --------- Total interest 2,653 3,456 1,442 320,664 2,638 ---------- ---------- --------- --------- --------- Dividends - common stock - - - - - Realized gain (loss) on sale of assets: Aggregate proceeds 5,542,568 4,360,540 3,046,717 5,849,473 3,860,201 Aggregate carrying amount (5,542,568) (4,360,540) (3,046,717) (5,870,733) (3,860,201) ---------- ---------- --------- --------- --------- Total realized gain (loss) on sale of assets - - - (21,260) - ---------- ---------- --------- --------- --------- Unrealized appreciation (depreciation) of assets - - - 2,736 - Net investment gain (loss) from registered investment companies (362,783) (79,750) (137,455) - 156,119 Other income 1,745 7,371 624 (6,759) 54 ---------- ---------- --------- --------- --------- Total income 1,129,228 2,073,290 555,933 990,982 1,166,246 ---------- ---------- --------- --------- --------- Expenses: Administrative - - - - - Benefit payment and payments to provide benefits directly to participants or beneficiaries 1,383,617 1,352,993 546,367 1,847,253 227,086 ---------- ---------- --------- --------- --------- Total expenses 1,383,617 1,352,993 546,367 1,847,253 227,086 ---------- ---------- --------- --------- --------- Net income (loss) (254,389) 720,297 9,566 (856,271) 939,160 Transfers to the Plan 1,036,906 1,293,766 882,612 2,628,243 884,123 Interfund transfers, net (1,320,225) (394,395) (589,668) (454,441) 1,804,120 Assets available for plan benefits: Beginning of year 16,607,486 16,914,528 4,920,159 7,728,108 - ---------- ---------- --------- --------- --------- End of year $ 16,069,778 18,534,196 5,222,669 9,045,639 3,627,403 ========== ========== ========= ========= ========= Non-Par- ticipant- Directed Funds Total --------- ----- Income: Contributions - received or receivable from: Employers 7,906,492 7,906,492 Participants - 6,024,184 ---------- ---------- Total contributions 7,906,492 13,930,676 ---------- ---------- Earnings on investments: Interest: Interest-bearing cash (including money market funds) 29,769 304,992 Certificates of deposit - 22,418 U.S. Government securities - 7,036 Corporate debt instruments - 26,176 ---------- ---------- Total interest 29,769 360,622 ---------- ---------- Dividends - common stock 1,276,389 1,276,389 Realized gain (loss) on sale of assets: Aggregate proceeds 35,693,041 58,352,540 Aggregate carrying amount (34,949,212) (57,629,971) ----------- ----------- Total realized gain (loss) on sale of assets 743,829 722,569 ---------- ---------- Unrealized appreciation (depreciation) of assets (82,652) (79,916) Net investment gain (loss) from registered investment companies - (423,869) Other income 12,743 15,778 ---------- ---------- Total income 9,886,570 15,802,249 ---------- ---------- Expenses: Administrative 56,388 56,388 Benefit payment and payments to provide benefits directly to participants or beneficiaries 3,677,883 9,035,199 ---------- ---------- Total expenses 3,734,271 9,091,587 ---------- ---------- Net income (loss) 6,152,299 6,710,662 Transfers to the Plan 2,623,748 9,349,398 Interfund transfers, net 954,609 - Assets available for plan benefits: Beginning of year 37,587,238 83,757,519 ---------- ---------- End of year 47,317,894 99,817,579 ========== ========== See accompanying notes to financial statements.
7 MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Statement of Changes in Assets Available for Plan Benefits Year ended December 31, 1993
Participant-Directed Funds ------------------------------------------------------ Diver- Short sified Equity Long-Term Term Money Fund Fund Bond Fund Market Fund ------ ------ --------- ----------- Income: Contributions - received or receivable from: Employers $ - - - - Participants 1,313,375 1,944,045 574,400 435,186 ---------- ---------- --------- ---------- Total contributions 1,313,375 1,944,045 574,400 435,186 ---------- ---------- --------- ---------- Earnings on investments: Interest: Interest-bearing cash (including money market funds) 20,512 18,800 4,975 112,290 Certificates of deposit - - - 12,976 U.S. government securities - - - 29,826 Corporate debt instruments - - - 67,231 ---------- ----------- --------- ---------- Total interest 20,512 18,800 4,975 222,323 ---------- ---------- --------- ---------- Dividends - common stock - - - - Realized gain (loss) on sale of assets: Aggregate proceeds 3,049,197 6,320,787 1,207,266 17,849,731 Aggregate carrying amount (3,049,197) (6,320,787) (1,207,266) (17,879,593) ---------- ---------- --------- ---------- Total realized loss on sale of assets - - - (29,862) ---------- ---------- --------- ----------- Unrealized depreciation of assets - - - (4,429) Net investment gain from registered investment companies 1,245,339 1,280,257 366,786 - Other income 197 2,770 73 10,197 ---------- ---------- --------- ---------- Total income 2,579,423 3,245,872 946,234 633,415 Expenses - benefit payment and payments to provide benefits directly to participants or beneficiaries 512,850 798,634 233,983 179,444 ---------- ---------- --------- ---------- Net income 2,066,573 2,447,238 712,251 453,971 Transfers to the Plan 1,626,747 1,503,742 556,167 3,068,596 Interfund transfers, net (250,815) 583,223 (428,006) (588,787) Assets available for plan benefits: Beginning of year 13,164,981 12,380,325 4,079,747 4,794,328 ---------- ---------- --------- ---------- End of year $ 16,607,486 16,914,528 4,920,159 7,728,108 ========== ========== ========= ========== Non-Par- ticipant- Directed Funds Total --------- ----- Income: Contributions - received or receivable from: Employers 6,919,553 6,919,553 Participants - 4,267,006 ---------- ---------- Total contributions 6,919,553 11,186,559 ---------- ---------- Earnings on investments: Interest: Interest-bearing cash (including money market funds) 8,236 164,813 Certificates of deposit - 12,976 U.S. government securities - 29,826 Corporate debt instruments - 67,231 ---------- ---------- Total interest 8,236 274,846 ---------- ---------- Dividends - common stock 692,889 692,889 Realized gain (loss) on sale of assets: Aggregate proceeds 7,598,137 36,025,118 Aggregate carrying amount (7,629,354) (36,086,197) ---------- ---------- Total realized loss on sale of assets (31,217) (61,079) ---------- ---------- Unrealized depreciation of assets (2,526,490) (2,530,919) Net investment gain from registered investment companies - 2,892,382 Other income 4,045 17,282 ---------- ---------- Total income 5,067,016 12,471,960 Expenses - benefit payment and payments to provide benefits directly to participants or beneficiaries 1,521,296 3,246,207 ---------- ---------- Net income 3,545,720 9,225,753 Transfers to the Plan 11,327,445 18,082,697 Interfund transfers, net 684,385 - Assets available for plan benefits: Beginning of year 22,029,688 56,449,069 ---------- ---------- End of year 37,587,238 83,757,519 ========== ========== See accompanying notes to financial statements.
8 MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Notes to Financial Statements December 31, 1994 and 1993 (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 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 2% to 10% of their annual compensation and may elect to have their contribution invested in the following separate investment funds within the Plan (effective January 1, 1994, Mercantile changed the fund names as indicated below): . Balanced Fund (previously the Diversified Fund) which can invest in fixed-income securities and equity securities; . Growth & Income Fund (previously the Equity Fund), which invests primarily in broadly diversified equity securities; . Government & Corporate Bond Fund (previously the Long-Term Bond Fund), which invests primarily in debt obligations with maturity dates of one year or more; . Money Market Fund (previously the Short-Term Money Market Fund), which invests primarily in fixed income obligations with maturity dates of less than one year; . Emerging Growth Fund, a new fund offered beginning January 1, 1994, which invests in common stocks of emerging or established small-to-medium-sized companies. Mercantile's contribution has both a matching and incentive component. As a matching component, Mercantile contributes 25% of a participant's contribution not to exceed 6% of the participant's compensation. Mercantile's incentive contribution is based on a formula using a return-on-assets ratio. Incentive contributions cannot exceed 5% of the total compensation paid to participants during a plan year. Both the matching and the incentive contributions are invested in Mercantile Bancorporation Inc. common stock. (Continued) 9 2 MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Notes to Financial Statements Participant Accounts -------------------- Each participant account is credited with the participant's contribution and an allocation of employer contributions and plan earnings. Non-Participant-Directed Funds ------------------------------ Included in non-participant-directed funds are a Loan Fund, Stock Fund, 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 Stock Fund holds the investments in Mercantile Bancorporation Inc. common stock. 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. Benefit Payments ---------------- Upon termination of employment, participants shall be paid the balance of their account 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 and present the assets available for plan benefits and changes in those assets. Valuation of Investments ------------------------ Marketable securities are stated at fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the plan year. Investments traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the average of the last reported bid and ask prices. For certain investments, consisting of corporate bonds and notes that do not have an established fair value, the Trustee has established a fair value based on yields currently available on comparable securities issued with similar credit ratings. Interest-bearing cash represents certificates of deposit and units of participation in the Arch Money Market Portfolio Trust Shares and Cash Assets Trust Money Market. The fair value of units of the Arch Money Market Portfolio Trust Shares is the value on the last business day of the year provided by The Winsbury Company, the administrator of the Arch Fund Inc. The fair value of the units of participation in the Cash Assets Trust Money Market Shares is based on the redemptive value of the units as provided by the fund administrator, Hawaiian Trust Company Limited. (Continued) 10 3 MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Notes to Financial Statements 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. 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. Reclassifications ----------------- Certain reclassifications have been made to the 1993 financial statement amounts to conform to the 1994 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. During 1994 and 1993, the Plan's investments, exclusive of investments in collective investment trust funds and registered investment companies, appreciated (depreciated) in fair value as follows:
Net appreciation (depreciation) in fair value during year ----------------- Realized Unrealized -------- ---------- Year ended December 31, 1994: Notes, bonds, and debentures $ (21,260) 2,736 Common stocks 743,829 (82,652) -------- --------- $ 722,569 (79,916) ======== ========= Year ended December 31, 1993: U.S. government agency securities $ (7,032) 9,055 Notes, bonds, and debentures (22,830) (13,484) Common stocks (31,217) (2,526,490) -------- --------- $ (61,079) (2,530,919) ======== =========
The following table presents the fair values of investments that represent 5% or more of the Plan's assets as of December 31, 1994 and 1993:
1994 1993 ---- ---- Arch Money Market Portfolio Trust Shares $ 11,893,329 7,578,094 Arch Emerging Growth Portfolio 3,601,119 - Arch Government and Bond Portfolio 4,777,049 11,726,152 Arch Balanced Portfolio 14,205,136 - Arch Growth and Income Equity Portfolio 17,574,333 25,350,729 Mercantile Bancorporation Inc. Common Stock 36,726,313 28,092,343 ========== ==========
(Continued) 11 4 MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Notes to Financial Statements (4) Summary of Assets Available for Plan Benefits --------------------------------------------- Assets available for plan benefits are comprised of the following:
1994 1993 ---- ---- Assets available for benefit claims currently payable: Balanced Fund $ 232,648 82,807 Growth & Income Fund 87,461 138,425 Government & Corporate Bond Fund 14,058 105,395 Money Market Fund 139,533 949,274 Emerging Growth Fund 5,968 - Non-Participant-Directed Funds 1,073,910 475,274 ---------- ---------- 1,553,578 1,751,175 ---------- ---------- Assets available for future benefit claims: Balanced Fund 15,837,130 16,524,679 Growth & Income Fund 18,446,735 16,776,103 Government & Corporate Bond Fund 5,208,611 4,814,764 Money Market Fund 8,906,106 6,778,834 Emerging Growth Fund 3,621,435 - Non-Participant-Directed Funds 46,243,984 37,111,964 ---------- ---------- 98,264,001 82,006,344 ---------- ---------- Assets available for plan benefits $ 99,817,579 83,757,519 ========== ==========
For regulatory reporting under Form 5500, benefit claims currently payable are categorized as a liability with a corresponding reduction of assets available for plan benefits. (5) Transfers to the Plan --------------------- During 1994, Mercantile acquired Mt. Vernon Bancorp, Inc, United Postal Bancorp, Inc., and Metro Bancorporation. In connection with these acquisitions, Mt. Vernon Bancorp Inc. Profit Sharing and Thrift (Mt. Vernon Plan) merged into the Plan effective January 1, 1994. The fair value of the Mt. Vernon Plan assets transferred to the Plan was $1,066,302. The United Postal Savings Investment Plan (United Postal Plan) and the Metro Bancorporation Thrift Plan (Metro Plan) were merged into the Plan effective July 1, 1994. The fair value of the United Postal Plan's and Metro Plan's assets transferred to the Plan were $4,600,074 and $3,683,022, respectively. All assets transferred into the Plan are reflected within transfers to the Plan. (6) Income Tax Status ----------------- The Internal Revenue Service (IRS) issued a determination letter on August 14, 1986 which stated that the Plan and its underlying trust qualify under the applicable provisions of the Internal Revenue Code and, therefore, are exempt from federal income taxes. The Plan and its underlying trust have been amended to conform with current tax law changes. The current amended plan document has not been submitted to the IRS for a letter of determination to confirm that the Plan continues to qualify as exempt from (Continued) 12 5 MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Notes to Financial Statements federal income taxes. In the opinion of the Plan's management and the Plan's qualified tax advisor, the Plan and its underlying trust have operated within the terms of the plan documents and remain qualified under the applicable provisions of the Internal Revenue Code. (7) 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 provision set forth in ERISA. Upon a complete or partial termination of the Plan, any participant who is then an employee would become 100% vested in all amounts held in the Trust. (8) Subsequent Events ----------------- On January 3, 1995, Mercantile completed a merger with Wedge Bank (Wedge), an Alton, Illinois-based bank. In connection with the merger, the Wedge Group of Community Banks 401K Plan (Wedge Plan) merged into the Plan effective July 1, 1995. The fair value of the Wedge Plan's assets was approximately $2,100,000 (unaudited) at December 31, 1994. In May 1995, Mercantile completed a merger with Central Mortgage Bancshares, Inc. headquartered in Kansas City, Missouri. In connection with the merger, the Central Mortgage Bancshares, Inc. Employee Stock Ownership Plan's (Central Mortgage Plan) cash and stock will transfer into the Plan on July 1, 1995 and September 30, 1995, respectively. The fair value of the Central Mortgage Plan's assets was approximately $10,000,000 (unaudited) at December 31, 1994. In May 1995, TCBankshares, Inc. merged with Mercantile. The anticipated date of the merging of TCBankshares, Inc. 401K Profit Sharing Plan (TCBankshares Plan) into the Plan is January 1, 1996. The fair value of TCBankshares Plan's assets was approximately $1,800,000 (unaudited) at May 31, 1995. In January 1995, Mercantile announced plans to acquire Plains Spirit Financial Corporation, with completion of the merger anticipated by July 1995. In connection with the merger, the First Federal Savings Bank of Iowa Retirement Savings Plan (Plains Spirit Plan) is estimated to merge into the Plan on January 1, 1996. The fair value of the Plains Spirit Plan's assets was approximately $4,150,000 (unaudited) at June 30, 1995. In January 1995, Mercantile announced plans to acquire Southwest Bancshares, with completion of the merger anticipated by August 1995. The Southwest Bancshares, Inc. 401(k) Plan (Southwest Plan) is estimated to merge into the Plan on January 1, 1996. The fair value of the Southwest Plan's assets was approximately $700,000 (unaudited) at June 30, 1995. Effective January 1, 1995, the Plan Administrator approved the change in the Plan name from the Savings and Incentive Plan to the Horizon Plan. In addition, Mercantile approved an increase in the employer contribution match from 25% to 50%, changed the return on assets requirements for an incentive contribution (referred to as a discretionary match), required employee contributions to be eligible for the discretionary match, and allowed employees to contribute to the stock fund. 13 Schedule 1 ---------- MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Schedule of Assets Held for Investment December 31, 1994
Principal Current amount Description Cost Value --------- ----------- ---- ------- Cash equivalents: $ 11,893,329 Arch Money Market Portfolio Trust Shares $ 11,893,329 11,893,329 326,113 Certificates of deposit 326,113 326,113 ============ ---------- ---------- 12,219,442 12,219,442 ---------- ---------- Loans to participants - general purpose and residential loans (interest rates range from 7-1/2% to 10%) 3,287,533 3,287,533 Units ----- Registered investment companies: 320,955 Arch Emerging Growth Portfolio 3,711,085 3,601,119 494,007 Arch Government and Bond Portfolio 5,065,597 4,777,049 1,484,340 Arch Balanced Portfolio 14,987,927 14,205,136 1,400,345 Arch Growth and Income Equity Portfolio 18,926,229 17,574,333 ============ ---------- ---------- 42,690,838 40,157,637 ---------- ---------- Shares ------ Employer-related companies - 1,175,242 Mercantile Bancorporation Inc. 25,338,440 36,726,313 ============ Common Stock Corporate stocks - 69.00 Common Equitable Companies Inc. 621 1,250 ============ Units ------ Miscellaneous assets - 4.0 Equitable Life Insurance 9,778 9,778 ============= ---------- ---------- Total assets held for investment $ 83,546,652 92,401,953 ========== ========== Represents an investment which exceeds 5% or greater of assets available for plan benefits. Represents allowable party-in-interest transactions. See accompanying independent auditors' report.
14 Schedule 2 ---------- 15 MERCANTILE BANCORPORATION INC. SAVINGS AND INCENTIVE PLAN AND TRUST Reportable Transactions Year ended December 31, 1994
Number Number of of Identity of trans- Purchase trans- Selling party involved Description of transaction actions price actions price --------------- --------------------------- ------- -------- ------- ------- Arch Money Market Purchases and sales of units Portfolio Trust of the Arch Money Market Shares Portfolio Trust Shares 859 $ 40,582,076 675 $ 34,836,142 Mercantile Bancorpora- Purchases and sales of shares tion Inc. of Mercantile Bancorporation Inc. common stock 11 7,301,206 - - Arch Balanced Portfolio Purchases and sales of shares of the Arch Balanced Portfolio shares 21 18,393,237 12 3,255,000 Arch Emerging Growth Purchases and sales of units Portfolio of the Arch Emerging Growth Portfolio 25 3,876,290 6 170,000 Arch Government and Bond Purchases and sales of units Portfolio of the Arch Government and Bond Portfolio 27 1,593,328 11 8,203,217 Arch Growth and Income Purchases and sales of units Equity Portfolio of the Arch Growth and Income Equity Portfolio 21 3,376,382 10 10,618,552 === ========== === ========== Expense Current incurred value on Net with Cost trans- gain Identity of Lease trans- of action or party involved Description of transaction rental action assets date (loss) -------------- --------------------------- ------ -------- ------ -------- ------ Arch Money Market Purchases and sales of units Portfolio Trust of the Arch Money Market Shares Portfolio Trust Shares - - 34,836,142 34,836,142 - Mercantile Bancorpora- Purchases and sales of shares tion Inc. of Mercantile Bancorporation Inc. common stock - 6,876 - - - Arch Balanced Portfolio Purchases and sales of shares of the Arch Balanced Portfolio shares - - 3,405,311 3,255,000 (150,311) Arch Emerging Growth Purchases and sales of units Portfolio of the Arch Emerging Growth Portfolio - - 165,205 170,000 4,795 Arch Government and Bond Purchases and sales of units Portfolio of the Arch Government and Bond Portfolio - - 8,233,718 8,203,217 (30,501) Arch Growth and Income Purchases and sales of units Equity Portfolio of the Arch Growth and Income Equity Portfolio - - 10,609,443 10,618,552 9,109 === ===== ========== ========== ========= Note: Schedule includes individually reportable transactions. Represents allowable party-in-interest transactions. See accompanying independent auditors' report.
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