-----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, QVYTjzNSk+UoVheJy31H32coCUg54eJL1eE5ivRxty63RM0omWaQ9QsU9FYRuOPe f/5mypFnEAsjGyvApm58fw== 0000950114-96-000163.txt : 19960701 0000950114-96-000163.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950114-96-000163 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 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: 96588324 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. FORM 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 10-K/A ----------------------- AMENDMENT #1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NO. 1-11792 MERCANTILE BANCORPORATION INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MISSOURI 43-0951744 (STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.) P.O. BOX 524 63166-0524 ST. LOUIS, MISSOURI (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-425-2525 SECURITIES REGISTERED PURSUANT TO NAME OF EXCHANGE ON WHICH SECTION 12(b) OF THE ACT: REGISTERED: (1) COMMON STOCK ($5.00 PAR VALUE) (1) NEW YORK STOCK EXCHANGE (2) PREFERRED STOCK PURCHASE RIGHTS (2) NEW YORK STOCK EXCHANGE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS, AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO ------- ------- INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K. [X] STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON- AFFILIATES OF THE REGISTRANT AS OF FEBRUARY 29, 1996: COMMON STOCK, $5.00 PAR VALUE, $2,339,675,910 INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON STOCK, AS OF FEBRUARY 29, 1996 COMMON STOCK $5.00 PAR VALUE, 62,897,868 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, 1995 PARTS I, II, IV PROXY STATEMENT FOR THE 1996 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 14, 1996, 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 14, 1996; Statements of Assets Available for Plan Benefits of Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust as of December 31, 1995 and 1994; 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(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. No. 4-1 Form of Indenture Regarding Subordinated Securities between the Registrant and The First National Bank of Chicago as Trustee, filed on March 31, 1992 as Exhibit 4.1 to Registrant's Report on Form 8-K dated September 24, 1992, is incorporated herein by reference. No. 4-2 Rights Agreement dated as of May 23, 1988, between Registrant and Mercantile Bank, as Rights Agent (including as exhibits thereto the form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and the form of Rights Certificate) filed 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 1995 Annual Meeting of Shareholders, is incorporated herein by references. 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. 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. 3 4 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 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. 10-12 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 by reference herein. No. 10-13 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, 1995. No. 21 Subsidiaries of the Registrant as of February 29, 1996. No. 23 Consent of KPMG Peat Marwick LLP. No. 23-1 Consent of KPMG Peat Marwick LLP (relating to report dated June 14, 1996, 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 14, 1996; Statements of Assets Available for Plan Benefits of the Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust as of December 31, 1995 and 1994; Statements of Changes in Assets Available for Plan Benefits for the years then ended; and the Notes and Schedules thereto. 4 5 (b) Reports on Form 8-K: In a Current Report on Form 8-K filed on January 16, 1996, Registrant disclosed under Item 2 that it had, effective January 2, 1996, consummated its acquisition of Hawkeye Bancorporation ("Hawkeye") through merger of Hawkeye with and into Mercantile Bancorporation Inc. of Iowa, a wholly-owned subsidiary of Registrant, and that pursuant to said merger the shareholders of Hawkeye received an aggregate of approximately 7,996,952 shares of Registrant's Common Stock in exchange for their Hawkeye shares. In that same Current Report on Form 8-K, Registrant filed the financial statements, notes, auditor's report and pro forma financial information listed below: Consolidated Balance Sheets of Hawkeye as of December 31, 1994 and 1993. Consolidated Statements of Income of Hawkeye for the years ended December 31, 1994, 1993 and 1992. Consolidated Statements of Cash Flows of Hawkeye for the years ended December 31, 1994, 1993 and 1992. Statements of Changes in Shareholders' Equity of Hawkeye for the years ended December 31, 1994, 1993 and 1992. Notes to Consolidated Financial Statements. Independent Auditors' Report Dated January 24, 1995. Consolidated Statements of Cash Flows (Unaudited) of Hawkeye for the nine months ended September 30, 1995 and 1994. Consolidated Balance Sheet (Unaudited) of Hawkeye as of September 30, 1995. Consolidated Statements of Income (Unaudited) of Hawkeye for the nine months ended September 30, 1995 and 1994. Statements of Changes in Shareholders' Equity (Unaudited) of Hawkeye for the nine months ended September 30, 1995 and 1994. Pro Forma Combined Consolidated Balance Sheet (Unaudited) of MBI as of September 30, 1995. Pro Forma Combined Consolidated Income Statements (Unaudited) of MBI for the nine months ended September 30, 1995 and 1994, and for the years ended December 31, 1994, 1993, and 1992. Notes to Pro Forma Combined Consolidated Financial Statements (Unaudited) of MBI. 5 6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. MERCANTILE BANCORPORATION INC. (Registrant) Date: June 28, 1996 By: s/JOHN Q. ARNOLD -------------------- ------------------------------------- John Q. Arnold Senior Executive Vice President and Chief Financial Officer 6 7 EXHIBIT INDEX -------------
EXHIBIT NO. - ----------- No. 23-1 Consent of KPMG Peat Marwick LLP (relating to report dated June 14, 1996, 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 14, 1996; Statements of Assets Available for Plan Benefits of the Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust as of December 31, 1995 and 1994; 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 EXPERT 1 EXHIBIT 23-1 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 14, 1996, 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, 1995 and 1994, and the related statements of changes in assets available for plan benefits for the years then ended, which report appears in the 1995 Annual Report on Form 10-K/A of Mercantile Bancorporation Inc. s/KPMG PEAT MARWICK LLP St. Louis, Missouri June 27, 1996 EX-99 3 REPORT OF AUDITORS 1 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Financial Statements and Schedules December 31, 1995 and 1994 (With Independent Auditors' Report Thereon) 2 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Table of Contents and Definitions Table of Contents: Independent Auditors' Report Statement of Assets Available for Plan Benefits, December 31, 1995 Statement of Assets Available for Plan Benefits, December 31, 1994 Statement of Changes in Assets Available for Plan Benefits, Year ended December 31, 1995 Statement of Changes in Assets Available for Plan Benefits, Year ended December 31, 1994 Notes to Financial Statements, December 31, 1995 and 1994
Schedule -------- Item 27a: Schedule of Assets Held for Investment Purposes, December 31, 1995 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 Reportable Transactions, Year ended December 31, 1995 2 Item 27e - Schedule of Nonexempt Transactions With Parties-in-interest There were no assets which were both acquired and disposed of within the plan year ended December 31, 1995 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, 1995. Definitions: Plan - Mercantile Bancorporation Inc. Horizon Investment and Savings 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. 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, 1995 and 1994, 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, 1995 and 1994, 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. s/KPMG PEAT MARWICK LLP June 14, 1996 4 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 Money Emerging Balanced Income & Corporate Market Growth Fund Fund Bond Fund Fund Fund ---- ---- --------- ---- ---- Total non-interest-bearing cash $ 500 416 332 - 416 Receivables: Employer contributions - - - - - Income 233 298 40,588 41,958 117 ------------ ---------- --------- --------- --------- Total receivables 233 298 40,588 41,958 117 ------------ ---------- --------- --------- --------- General investments: Interest-bearing cash (including money market funds) 49,792 117,142 27,861 8,526,761 58,363 Certificates of deposit - - - 116,031 - Loans to participants - - - - - Value of interest in registered investment companies 17,809,662 24,444,078 5,934,925 - 6,145,390 Other - - - - - ------------ ---------- --------- --------- --------- Total general investments 17,859,454 24,561,220 5,962,786 8,642,792 6,203,753 ------------ ---------- --------- --------- --------- Total non-interest-bearing cash, receivables, and general investments 17,860,187 24,561,934 6,003,706 8,684,750 6,204,286 Employer-related investments - employer securities - - - - - ------------ ---------- --------- --------- --------- Assets available for plan benefits $ 17,860,187 24,561,934 6,003,706 8,684,750 6,204,286 ============ ========== ========= ========= ========= Participant-Directed Funds ----------------------------- Non-Par- Mercantile Inter- ticipant- Stock national Directed Fund Fund Funds (see note 8) (see note 8) (see note 8) Total ------------ ------------ ------------ ----- Total non-interest-bearing cash - - 20,908 22,572 Receivables: Employer contributions 4,674,885 - - 4,674,885 Income 602,171 56 926 686,347 ---------- --------- --------- ----------- Total receivables 5,277,056 56 926 5,361,232 ---------- --------- --------- ----------- General investments: Interest-bearing cash (including money market funds) 858,759 25,584 242,354 9,906,616 Certificates of deposit - - - 116,031 Loans to participants - - 4,776,924 4,776,924 Value of interest in registered investment companies - 1,561,088 - 55,895,143 Other - - 13,489 13,489 ---------- --------- --------- ----------- Total general investments 858,759 1,586,672 5,032,767 70,708,203 ---------- --------- --------- ----------- Total non-interest-bearing cash, receivables, and general investments 6,135,815 1,586,728 5,054,601 76,092,007 Employer-related investments - employer securities 83,677,634 - 1,656 83,679,290 ---------- --------- --------- ----------- Assets available for plan benefits 89,813,449 1,586,728 5,056,257 159,771,297 ========== ========= ========= =========== See accompanying notes to financial statements.
5 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Statement of Assets Available for Plan Benefits December 31, 1994
Participant-Directed Funds ------------------------------------------------------ Growth & Government Money Balanced Income & Corporate Market Fund Fund Bond Fund Fund ---- ---- --------- ---- Total non-interest-bearing cash $ 55,422 81,918 21,537 68,768 Receivables: Employer contributions - - - - Income 1,019 834 29,231 44,594 ------------ ---------- --------- --------- Total receivables 1,019 834 29,231 44,594 ------------ ---------- --------- --------- 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 - Other - - - ------------ ---------- --------- --------- Total general investments 16,013,337 18,451,444 5,171,901 8,932,277 ------------ ---------- --------- --------- Total non-interest-bearing cash, receivables, and general investments 16,069,778 18,534,196 5,222,669 9,045,639 Employer-related investments - employer securities - - - - ------------ ---------- --------- --------- Assets available for plan benefits $ 16,069,778 18,534,196 5,222,669 9,045,639 ============ ========== ========= ========= Participant- Directed Funds Non-Par ------------ ticipant- Emerging Directed Growth Funds Fund (see note 8) Total ---- ------------ ----- Total non-interest-bearing cash 25,966 69,900 323,511 Receivables: Employer contributions - 6,685,671 6,685,671 Income 318 330,448 406,444 --------- ---------- ---------- Total receivables 318 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 3,601,119 - 40,157,637 Other - 11,028 11,028 --------- ---------- ---------- Total general investments 3,601,119 3,505,562 55,675,640 --------- ---------- ---------- Total non-interest-bearing cash, receivables, and general investments 3,627,403 10,591,581 63,091,266 Employer-related investments - employer securities - 36,726,313 36,726,313 --------- ---------- ---------- Assets available for plan benefits 3,627,403 47,317,894 99,817,579 ========= ========== ========== See accompanying notes to financial statements.
6 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 Money Emerging Balanced Income & Corporate Market Growth Fund Fund Bond Fund Fund Fund ---- ---- --------- ---- ---- Additions: Contributions - received or receivable from: Employers $ - - - - - Participants 1,324,342 2,185,608 484,992 635,686 1,618,040 ----------- ---------- --------- ---------- ---------- Total contributions 1,324,342 2,185,608 484,992 635,686 1,618,040 ----------- ---------- --------- ---------- ---------- Earnings on investments: Interest: Interest-bearing cash (including money market funds) 2,714 2,997 1,321 433,619 1,817 Certificates of deposit - - - 12,311 - Loans to participants - - - - - ----------- ---------- --------- ---------- ---------- Total interest 2,714 2,997 1,321 445,930 1,817 ----------- ---------- --------- ---------- ---------- Dividends - common stock - - - - - Realized gain on sale of assets: Aggregate proceeds 4,154,710 3,875,953 1,856,737 3,303,852 3,316,824 Aggregate carrying amount (4,154,710) (3,875,953) (1,856,737) (3,302,713) (3,316,824) ----------- ---------- --------- ---------- ---------- Total realized gain on sale of assets - - - 1,139 - ----------- ---------- --------- ---------- ---------- Unrealized appreciation of assets - - - - - Net investment gain from pooled separate accounts - - - - - Net investment gain from registered investment companies 3,651,526 6,088,745 845,429 - 750,271 Other income 1,779 (455) 105 771 2,945 ----------- ---------- --------- ---------- ---------- Total additions 4,980,361 8,276,895 1,331,847 1,083,526 2,373,073 ----------- ---------- --------- ---------- ---------- Deductions: Administrative expenses 21,528 28,323 7,430 12,820 7,320 Benefit payment and payments to provide benefits directly to participants or beneficiaries 979,674 1,089,260 280,219 2,525,415 220,556 ----------- ---------- --------- ---------- ---------- Total deductions 1,001,202 1,117,583 287,649 2,538,235 227,876 ----------- ---------- --------- ---------- ---------- Net increase (decrease) in assets available for plan benefits 3,979,159 7,159,312 1,044,198 (1,454,709) 2,145,197 Transfers to the Plan 391,022 460,163 282,448 1,452,149 61,200 Interfund transfers, net (2,579,772) (1,591,737) (545,609) (358,329) 370,486 Assets available for plan benefits: Beginning of year 16,069,778 18,534,196 5,222,669 9,045,639 3,627,403 ----------- ---------- --------- ---------- ---------- End of year $17,860,187 24,561,934 6,003,706 8,684,750 6,204,286 =========== ========== ========= ========== ========== Participant-Directed Funds -------------------------- Non-Par- Mercantile Inter- ticipant- Stock national Directed Fund Fund Funds (see note 8) (see note 8) (see note 8) Total ------------ ------------ ------------ ----- Additions: Contributions - received or receivable from: Employers 9,027,516 - - 9,027,516 Participants 2,360,093 737,611 (514) 9,345,858 ---------- --------- ---------- ----------- Total contributions 11,387,609 737,611 (514) 18,373,374 ---------- --------- ---------- ----------- Earnings on investments: Interest: Interest-bearing cash (including money market funds) 34,341 879 31,485 509,173 Certificates of deposit - - - 12,311 Loans to participants - - 460,630 460,630 ---------- --------- ---------- ----------- Total interest 34,341 879 492,115 982,114 ---------- --------- ---------- ----------- Dividends - common stock 2,053,330 - 10 2,053,340 Realized gain on sale of assets: Aggregate proceeds 29,251,879 1,539,169 30,747,237 78,046,361 Aggregate carrying amount (28,566,824) (1,539,169) (30,610,936) (77,223,866) ---------- --------- ---------- ----------- Total realized gain on sale of assets 685,055 - 136,301 822,495 ---------- --------- ---------- ----------- Unrealized appreciation of assets 19,889,038 - 405 19,889,443 Net investment gain from pooled separate accounts - - 6,119 6,119 Net investment gain from registered investment companies - 126,088 - 11,462,059 Other income 33,990 60 - 39,195 ---------- --------- ---------- ----------- Total additions 34,083,363 864,638 634,436 53,628,139 ---------- --------- ---------- ----------- Deductions: Administrative expenses 107,282 1,525 6,870 193,098 Benefit payment and payments to provide benefits directly to participants or beneficiaries 6,156,865 32,333 306,631 11,590,953 ---------- --------- ---------- ----------- Total deductions 6,264,147 33,858 313,501 11,784,051 ---------- --------- ---------- ----------- Net increase (decrease) in assets available for plan benefits 27,819,216 830,780 320,935 41,844,088 Transfers to the Plan 15,397,956 19,540 45,152 18,109,630 Interfund transfers, net 2,849,298 736,408 1,119,255 - Assets available for plan benefits: Beginning of year 43,746,979 - 3,570,915 99,817,579 ---------- --------- ---------- ----------- End of year 89,813,449 1,586,728 5,056,257 159,771,297 ========== ========= ========== =========== See accompanying notes to financial statements.
7 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Statement of Changes in Assets Available for Plan Benefits Year ended December 31, 1994
Participant-Directed Funds ---------------------------------------------------- Growth & Government Money Balanced Income & Corporate Market Fund Fund Bond Fund Fund ---- ---- --------- ---- Additions: Contributions - received or receivable from: Employers $ - - - - Participants 1,487,613 2,142,213 691,322 695,601 ----------- ---------- --------- --------- Total contributions 1,487,613 2,142,213 691,322 695,601 ----------- ---------- --------- --------- Earnings on investments: Interest: Interest-bearing cash (including money market funds) 2,653 3,456 1,442 265,034 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 ----------- ---------- --------- --------- Dividends - common stock - - - - Realized gain (loss) on sale of assets: Aggregate proceeds 5,542,568 4,360,540 3,046,717 5,849,473 Aggregate carrying amount (5,542,568) (4,360,540) (3,046,717) (5,870,733) ----------- ---------- --------- --------- 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) - Other income 1,745 7,371 624 (6,759) ----------- ---------- --------- --------- Total additions 1,129,228 2,073,290 555,933 990,982 ----------- ---------- --------- --------- Deductions: Administrative expenses - - - - Benefit payment and payments to provide benefits directly to participants or beneficiaries 1,383,617 1,352,993 546,367 1,847,253 ----------- ---------- --------- --------- Total deductions 1,383,617 1,352,993 546,367 1,847,253 ----------- ---------- --------- --------- Net increase (decrease) in assets available for plan benefits (254,389) 720,297 9,566 (856,271) Transfers to the Plan 1,036,906 1,293,766 882,612 2,628,243 Interfund transfers, net (1,320,225) (394,395) (589,668) (454,441) 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 =========== ========== ========= ========= Participant- Directed Funds Non-Par- ----------- ticipant- Emerging Directed Growth Funds Fund (see note 8) Total ---- ------------ ----- Additions: Contributions - received or receivable from: Employers - 7,906,492 7,906,492 Participants 1,007,435 - 6,024,184 --------- ---------- ---------- Total contributions 1,007,435 7,906,492 13,930,676 --------- ---------- ---------- Earnings on investments: Interest: Interest-bearing cash (including money market funds) 2,638 29,769 304,992 Certificates of deposit - - 22,418 U.S. government securities - - 7,036 Corporate debt instruments - - 26,176 --------- ---------- ---------- Total interest 2,638 29,769 360,622 --------- ---------- ---------- Dividends - common stock - 1,276,389 1,276,389 Realized gain (loss) on sale of assets: Aggregate proceeds 3,860,201 35,693,041 58,352,540 Aggregate carrying amount) (3,860,201) (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 156,119 - (423,869) Other income) 54 12,743 15,778 --------- ---------- ---------- Total additions 1,166,246 9,886,570 15,802,249 --------- ---------- ---------- Deductions: Administrative expenses - 56,388 56,388 Benefit payment and payments to provide benefits directly to participants or beneficiaries 227,086 3,677,883 9,035,199 --------- ---------- ---------- Total deductions 227,086 3,734,271 9,091,587 --------- ---------- ---------- Net increase (decrease) in assets available for plan benefits) 939,160 6,152,299 6,710,662 Transfers to the Plan 884,123 2,623,748 9,349,398 Interfund transfers, net) 1,804,120 954,609 - Assets available for plan benefits: Beginning of year - 37,587,238 83,757,519 --------- ---------- ---------- End of year 3,627,403 47,317,894 99,817,579 ========= ========== ========== See accompanying notes to financial statements.
8 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements December 31, 1995 and 1994 (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 Adminis-trator, appointed by the Board of Directors, manages and directs the operation of the Plan. At December 31, 1995, there were 6,231 participants in one or more of the following plan funds:
Number of Fund participants ---- ------------ Balanced Fund 2,875 Growth & Income Fund 3,682 Government & Corporate Bond Fund 1,840 Money Market Fund 1,839 Emerging Growth Fund 1,460 Mercantile Stock Fund 5,906 International Fund 1,422 =====
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 & 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 & 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. (Continued) 9 2 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements * 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. * Emerging Growth Fund, which invests in the Arch Emerging Growth Portfolio. The Arch Emerging Growth 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 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 compensation paid to participants during a plan year. Both the matching and the incentive contributions are invested in Mercantile Bancorporation Inc. common stock. 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, Insurance Fund, Central Mortgage Temporary Fund, Wedge Temporary 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 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 Central Mortgage and Wedge Temporary Funds represent suspense funds utilized to capture and distribute transfers from the 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. (Continued) 10 3 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements 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. Management 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 ------------------------ 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. Interest in registered investment companies represents units of participation in Arch mutual funds. The fair value of units of Arch mutual funds is the value of the last business day of the year provided by Winsbury Company. The administrator of the Arch Fund, Inc. Interest-bearing cash represents units of participation in the Arch Money Market Portfolio Trust Shares. 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. 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. (Continued) 11 4 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements (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 1995 and 1994, the Plan's investments, exclusive of investments in registered investment companies, appreciated (depreciated) in fair value as follows:
Net appreciation (depreciation) in fair value during year ----------------- Realized Unrealized -------- ---------- Year ended December 31, 1995: Notes, bonds, and debentures $ 1,139 - Common stocks 821,356 19,889,443 --------- ---------- $ 822,495 19,889,443 ========= ========== Year ended December 31, 1994: Notes, bonds, and debentures (21,260) 2,736 Common stocks 743,829 (82,652) --------- ---------- $ 722,569 (79,916) ========= ==========
The following table presents the fair value of investments at December 31, 1995 and 1994. Investments that represent 5% or more of the Plan's assets are denoted with an asterisk:
1995 ----------------------------------------------------- Number of Unit/ Total units/ share fair shares value value ------ ----- ----- Investments at fair value: Arch Money Market Portfolio Trust Shares 9,906,616 $ 1.000 $ 9,906,616 Arch International Equity Portfolio 143,088 10.910 1,561,089 Arch Emerging Growth Portfolio 509,146 12.070 6,145,390 Arch Government and Corporate Bond Portfolio 559,371 10.610 5,934,925 Arch Balanced Portfolio 1,577,472 11.290 17,809,661 Arch Growth and Income Equity Portfolio 1,564,922 15.620 24,444,078 Mercantile Bancorporation Inc. Common Stock 1,819,079 46.000 83,677,634 Certificates of deposit 116,031 1.000 116,031 Common Equitable Companies Inc. Corporate Stock 69 24.000 1,656 Equitable Life Insurance 150,024 .090 13,489 ------------- 149,610,569 Other investments: Loans to participants 4,776,924 1.000 4,776,92 --------- -------- ------------- $ 154,387,493 =============
(Continued) 12 5 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements
1994 ------------------------------------------------------ Number of Unit/ Total units/ share fair shares value value ------ ----- ----- Investments at fair value: Arch Money Market Portfolio Trust Shares 11,893,329 $ 1.000 $ 11,893,329 Arch International Equity Portfolio - - - Arch Emerging Growth Portfolio 320,955 11.220 3,601,119 Arch Government and Corporate Bond Portfolio 494,007 9.670 4,777,049 Arch Balanced Portfolio 1,484,340 9.570 14,205,136 Arch Growth and Income Equity Portfolio 1,400,345 12.550 17,574,333 Mercantile Bancorporation Inc. Common Stock 1,175,242 31.250 36,726,313 Certificates of deposit 326,113 1.000 326,113 Common Equitable Companies Inc. Corporate Stock 69 18.116 1,250 Equitable Life Insurance 4 2444.500 9,778 ------------ 89,114,420 Other investments: Loans to participants 3,287,533 1.000 3,287,53 ---------- --------- ------------ $ 92,401,953 ============
(4) Summary of Assets Available for Plan Benefits --------------------------------------------- Assets available for plan benefits are comprised of the following:
1995 1994 ---- ---- Assets available for benefit claims currently payable: Balanced Fund $ 893 232,648 Growth & Income Fund 2,408 87,461 Government & Corporate Bond Fund 725 14,058 Money Market Fund 908 139,533 Emerging Growth Fund 118 5,968 Mercantile Stock Fund 191,738 - International Fund - - Non-Participant-Directed Funds - 1,073,910 ------------- ---------- 196,790 1,553,578 ------------- ---------- Assets available for future benefit claims: Balanced Fund 17,859,294 15,837,130 Growth & Income Fund 24,559,526 18,446,735 Government & Corporate Bond Fund 6,002,981 5,208,611 Money Market Fund 8,683,842 8,906,106 Emerging Growth Fund 6,204,168 3,621,435 Mercantile Stock Fund 89,621,711 - International Fund 1,586,728 - Non-Participant-Directed Funds 5,056,257 46,243,984 ------------- ---------- 159,574,507 98,264,001 ------------- ---------- Assets available for plan benefits $ 159,771,297 99,817,579 ============= ==========
(Continued) 13 6 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements 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 1995, Mercantile acquired Wedge Bank and Central Mortgage Bancshares, Inc. In connection with these acquisitions, the Wedge Group of Community Banks 401(k) Plan (Wedge Plan) merged into the Plan effective July 1, 1995. The fair value of the Wedge Plan assets transferred into the Plan was $1,682,112. The Central Mortgage Bancshares, Inc. Employee Stock Ownership Plan (Central Mortgage Plan) was merged into the Plan effective July 1, 1995. The fair value of the Central Mortgage Plan assets transferred into the Plan was $16,427,518. All assets transferred into the Plan are reflected within transfers to the Plan. During 1994, Mercantile acquired Mt. Vernon Bancorp, Inc., United Postal Bancorp, Inc., and Metro Bancorporation. In connection with these acquisitions, the Mt. Vernon Bancorp Inc. Profit Sharing and Thrift (Mt. Vernon Plan) merged into the Plan effective July 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 Plan Administrator has received a favorable tax determination letter from the Internal Revenue Service dated August 14, 1986 which indicates 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 has been amended since receiving the latest determination letter. It is the opinion of the Plan Administrator that the Plan either (a) continues to satisfy the qualification requirements for tax exemption under the applicable provisions of the Code, or (b) can be further amended, retroactively, to continue its tax-qualified status without interruption since the date of the last determination letter. (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) Plan Amendments --------------- Effective January 1, 1995 the plan document was restated to reflect certain changes made to the Plan. Included in the restatement was a change in Plan name from Savings and Incentive Plan and Trust to Horizon Investment and (Continued) 14 7 Savings Plan and Trust, change of the allowable employee contribution range from 2% through 10% to 1% through 15%, increase in the employer contribution match from 25% to 50%, change of the return on assets requirements for an incentive contribution (referred to as a discretionary match), requirement of employee contributions to be eligible for the discretionary match addition of the International Fund, and change of the stock fund from a nonparticipant directed fund to a participant directed fund. (9) Subsequent Events (Unaudited) ----------------------------- In May 1995, TCBankshares, Inc. merged with Mercantile. In connection with the merger, the TCBankshares, Inc. 401K Profit Sharing Plan (TCBankshares Plan) merged into the Plan effective January 1, 1996. The fair value of the TCBankshares Plan's assets was approximately $2,191,000 at December 31, 1995. In July 1995, Plains Spirit Financial Corporation merged with Mercantile. In connection with the merger, the First Federal Savings Bank of Iowa Retirement Savings Plan (Plains Spirit Plan) merged into the Plan effective January 1, 1996. The fair value of the Plains Spirit Plan's assets was approximately $4,859,000 at December 31, 1995. In August 1995, Southwest Bancshares, Inc. merged with Mercantile. In connection with the merger, the Southwest Bancshares, Inc. 401(k) Plan (Southwest Plan) merged into the Plan effective January 1, 1996. The fair value of the Southwest Plan's assets was approximately $651,000 at December 31, 1995. In January 1996, Hawkeye Bancorporation merged with Mercantile. In connection with the merger, the Hawkeye Bank Corporation Employees 401(k) Savings Trust and the Hawkeye Bank Corporation Employees Employee Stock Ownership Plan (Hawkeye Plans) will be merged into the Plan effective July 1, 1996. The fair value of the Hawkeye Plans' assets was approximately $24,300,000 at May 31, 1996. In January 1996, First Sterling Bancorp, Inc. merged with Mercantile. In connection with the merger, the First National Bank of Sterling Rock Falls Savings and Retirement Plan (First Sterling Plan) will be merged into the Plan effective July 1, 1996. The fair value of the First Sterling Plan's assets was approximately $1,970,000 at May 31, 1996. In February 1996, Security Bank of Conway, F.S.B. merged with Mercantile. In connection with the merger, the Security Bank of Conway Profit Sharing Plan (Conway Plan) merged into the Plan effective March 1, 1996. The fair value of the Conway Plan's assets was approximately $355,000 at February 29, 1996. In March 1996, Metro Savings Bank, F.S.B. merged with Mercantile. In connection with the merger, the Metro Savings Bank F.S.B. Profit Sharing Plan and the Metro Savings Bank F.S.B. Employee Stock Ownership Plan (Metro Plans) will be merged into the Plan effective July 1, 1996. The fair value of the Metro Plans' assets was approximately $2,500,000 at May 31, 1996. 15 8 Schedule 1 ---------- MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1995
Principal Current amount Description Cost value ------ ----------- ---- ----- Cash equivalents: $ 9,906,616 Arch Money Market Portfolio Trust Shares $ 9,906,616 9,906,616 116,031 Certificates of deposit 116,031 116,031 =========== ------------- ----------- 10,022,647 10,022,647 ------------- ----------- Loans to participants - general purpose and residential loans (interest rates 4,776,924 range from 10% to 10.5%) 4,776,924 4,776,924 =========== Units ----- Registered investment companies: 143,088 Arch International Equity Portfolio 1,437,094 1,561,089 509,146 Arch Emerging Growth Portfolio 6,030,396 6,145,390 559,371 Arch Government and Corporate Bond Portfolio 5,719,195 5,934,925 1,577,472 Arch Balanced Portfolio 16,113,101 17,809,661 1,564,922 Arch Growth and Income Equity =========== Portfolio 21,514,721 24,444,078 ------------- ----------- 50,814,507 55,895,143 ------------- ----------- Shares ------ Employer-related companies - 1,819,079 Mercantile Bancorporation Inc. 53,277,164 83,677,634 =========== Common Stock Corporate stocks - 69 Common Equitable Companies Inc. 621 1,656 =========== Units ----- Miscellaneous assets - 150,024 Equitable Life Insurance 7,370 13,489 =========== ------------- ----------- Total assets held for investment purposes $ 118,899,233 154,387,493 ============= =========== Represents allowable party-in-interest transactions. See accompanying independent auditors' report.
16 MERCANTILE BANCORPORATION INC. HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST Item 27d - Schedule of Reportable Transactions Year ended December 31, 1995 Schedule 2 ----------
Number Number Identity of of Purchase of Selling Lease party involved Description of transaction purchases price sales price rental -------------- -------------------------- --------- ----- ----- ----- ------ Arch Money Market Purchases and sales of units Portfolio Trust of the Arch Money Market Shares Portfolio Trust Shares 888 $ 49,004,573 735 $ 51,002,202 - MTC Master Money Market Purchases and sales of units of Account the MTC Master Money Market Account 1 6,410,994 1 6,410,994 - Mercantile Bancorpora- Purchases and sales of shares tion Inc. of Mercantile Bancorporation Inc. common stock 28 15,720,466 1 4,161 - Arch Balanced Portfolio Purchases and sales of shares of the Arch Balanced Portfolio shares 16 2,142,990 19 1,077,000 - Arch Emerging Growth Purchases and sales of units Portfolio of the Arch Emerging Growth Portfolio 29 2,640,778 12 356,000 - Arch Government and Corporate Bond Purchases and sales of units Portfolio of the Arch Government and Corporate Bond Portfolio 26 1,234,081 14 584,000 - Arch International Equity Purchases and sales of units of Portfolio shares the Arch International Equity Portfolio 33 1,466,000 4 31,000 - Arch Growth and Income Purchases and sales of units Equity Portfolio of the Arch Growth and Income Equity Portfolio 19 3,438,517 16 949,000 - === ============ === ============ === Expense Current incurred value on Net with Cost trans- gain Identity of trans- of action or party involved Description of transaction action assets date (loss) -------------- -------------------------- ------ ------ ---- ------ Arch Money Market Purchases and sales of units Portfolio Trust of the Arch Money Market Shares Portfolio Trust Shares - 51,002,202 57,002,202 - MTC Master Money Market Purchases and sales of units of Account the MTC Master Money Market Account - 6,410,994 6,410,994 - Mercantile Bancorpora- Purchases and sales of shares tion Inc. of Mercantile Bancorporation Inc. common stock 17,679 3,167 4,161 994 Arch Balanced Portfolio Purchases and sales of shares of the Arch Balanced Portfolio shares - 966,305 1,077,000 110,695 Arch Emerging Growth Purchases and sales of units Portfolio of the Arch Emerging Growth Portfolio - 314,645 356,000 41,355 Arch Government and Corporate Bond Purchases and sales of units Portfolio of the Arch Government and Corporate Bond Portfolio - 551,612 584,000 32,388 Arch International Equity Purchases and sales of units of Portfolio shares the Arch International Equity Portfolio - 28,907 31,000 2,093 Arch Growth and Income Purchases and sales of units Equity Portfolio of the Arch Growth and Income Equity Portfolio - 792,712 949,000 156,288 ====== ========== ========== ======= Note: Schedule includes individually reportable transactions. Represents allowable party-in-interest transactions. See accompanying independent auditors' report.
-----END PRIVACY-ENHANCED MESSAGE-----