SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
MARK TWAIN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-0895344
(State of (I.R.S. Employer
incorporation or organization) Identification No.)
8820 Ladue Road
St. Louis, Missouri 63124
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please the effectiveness of a concurrent
check the following box. [ ] registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, New York Stock Exchange, Inc.
$1.25 Par Value Per Share
Securities to be registered pursuant to Section 12(g) of the Act:
none
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(Title of Class)
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
(a) Capital Stock.
This registration statement relates only to the Registrant's Common
Stock, as to which Registrant has made an original listing application
with the New York Stock Exchange, Inc. As of the date this
registration statement is filed, the Exchange has approved the Common
Stock for listing; however, the Common Stock is not yet so listed.
Authorized Capital Stock. The Registrant is authorized to issue
30,000,000 shares of Common Stock, $1.25 par value per share; the
Registrant also is authorized to issue 500,000 shares of Preferred
Stock, par value $25.00 per share, in such series and having such
preferences and rights as may be designated by the Board of Directors
from time to time. No Preferred Stock is outstanding on the date of
this registration statement.
Dividend Rights. The holders of the Registrant's Common Stock are
entitled to dividends to the extent funds are legally available and
the Board of Directors declares payment.
Conversion Rights. The Common Stock is not convertible into another
security.
Sinking Fund Provisions. There is no sinking fund applicable to the
Common Stock.
Redemption Rights. Holders of Common Stock have no redemption rights.
Voting Rights. Each holder of the Registrant's Common Stock is
entitled to one vote for each share held on all matters to come before
the shareholders, other than the election of directors. Cumulative
voting for directors is required by the by-laws of the Registrant.
Each shareholder is entitled to cast as many votes in the aggregate as
shall equal the number of shares of Common Stock held by such
shareholder, multiplied by the number of directors to be elected, and
each shareholder may cast the whole number of such shareholder's votes
for one candidate or distribute them among two or more candidates.
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Classification of the Board. The Board of Directors, presently
consisting of eleven directors, is classified into three groups, each
group as nearly equal in number as may be and elected for staggered
three year terms. The classification of the Board adversely affects
the shareholders' ability to replace all of the incumbent directors at
any single annual meeting of shareholders, and increases the number of
votes required to elect any specific number of directors pursuant to
the exercise of cumulative voting rights.
Liquidation Rights. If the Registrant were liquidated, the holders of
the Registrant's Common Stock would be entitled to receive the net
assets of the Registrant, after payment to creditors, in proportion to
the respective number of shares held by them, provided that if
Preferred Stock then is outstanding, the holders thereof could be
entitled to payments prior to, or in participation with, the holders
of Common Stock, depending upon the rights and preferences enjoyed by
such Preferred holders.
Preemptive Rights. The holders of the Registrant's Common Stock do
not have any preemptive rights to subscribe or to purchase any shares
of Common Stock or any other securities which may be issued by the
Registrant.
Liability for Calls and Assessments. All of the outstanding shares of
the Common Stock of the Registrant are fully paid and nonassessable.
The Common Stock is not subject to capital calls.
Restrictions on Alienability. The Registrant imposes no restrictions
on the alienability of the Common Stock. Restrictions may be imposed,
or enforced, by the Registrant in particular cases where the holder
has agreed to be restricted, or where necessary to comply with
applicable securities laws; the Registrant's practice is to place
legends upon any certificates representing shares which are so
restricted.
Discriminatory Provisions. The Registrant's Articles of Incorporation
and By-Laws contain no provision which discriminates against any
holder of a substantial percentage of the outstanding Common Stock.
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Potential Effects Relating to Change of Control. The authorized but
unissued shares of Common Stock and Preferred Stock may be issued by
the Board of Directors from time to time without the consent of the
shareholders. The voting powers, dividends, rights upon liquidation,
and other designations, preferences, and rights of any series of
Preferred Stock which may be issued are to be set forth in an
authorizing resolution adopted by the Board of Directors and filed
with the Secretary of State of Missouri. Preferred Stock issued under
such an authorizing resolution may have dividend rights, special
voting rights, and other priorities over the Common Stock. Shares of
either class could be issued in an attempt to dilute the economic and
voting power of any person seeking control of the Registrant against
the wishes of the Registrant's Board of Directors, or in other
circumstances which would make attempts to take control of the
Registrant without Board approval more difficult. In addition, the
classification of the Board, described above, could have the effect of
delaying the ability of a controlling shareholder to elect a majority
of the Board. Also, federal banking laws regulate the ability of a
person or group of persons to obtain control of a bank or bank holding
company, including the Registrant.
(b) - (f) Not applicable.
Item 2. Exhibits.
Pursuant to the second Instruction as to Exhibits, the following
exhibits are filed with the New York Stock Exchange, Inc. with this
registration statement (or have previously been filed with such
Exchange), but are not filed with, nor incorporated by reference in,
the filing of this registration statement with the Securities and
Exchange Commission.
1 - Annual Report on Form 10-K for the year ended December 31, 1995
2 - Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; Current Reports on Form 8-K dated
April 11 and July 11, 1996
3 - Proxy Statement dated March 18, 1996
4 - Restated Articles of Incorporation and Restated By-Laws of
Mark Twain Bancshares, Inc., and all amendments
5 - Specimen certificate for Common Stock
6 - 1995 Annual Report to stockholders
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
MARK TWAIN BANCSHARES, INC.
(Registrant)
Date: August 26, 1996 By: /s/ KEITH MILLER
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Keith Miller
Executive Vice President -
Chief Financial Officer
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