AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1997
Registration Statement No. 333-19811
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
_________________________________
MARK TWAIN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-0895344
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
8820 Ladue Road
St. Louis, Missouri 63124
(314) 889-0707
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________________
Carl A. Wattenberg, Jr., Esq. Copies to:
Senior Vice President, General
Counsel and Corporate Secretary John A. Niemoeller, Esq.
Mark Twain Bancshares, Inc. The Stolar Partnership
8820 Ladue Road 911 Washington Avenue, 7th Fl.
St. Louis, Missouri 63124 St. Louis, Missouri 63101
(314) 889-0707 (314) 231-2800
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
__________________________
Amending the Prospectus.
<PAGE>
PART I
PROSPECTUS
67,167 Shares
Common Stock
[LOGO] MARK TWAIN BANCSHARES, INC.
This Prospectus relates to 67,167 shares of common stock, par value
$1.25 per share (the "Common Stock"), of Mark Twain Bancshares, Inc., a
Missouri bank holding company (the "Company"), issued to the former
shareholders of First City Bancshares, Incorporated of Springfield,
Missouri in connection with a merger wherein First City Bancshares,
Incorporated of Springfield, Missouri was merged into the Company. Such
shares of Common Stock may be offered for sale from time to time pursuant
to this Prospectus for the account of such shareholders as are named on the
Prospectus Supplement which accompanies this Prospectus (the "Selling
Shareholders"). The Company will not receive any proceeds from the sale of
shares of the Common Stock by the Selling Shareholders. The Company has
agreed to pay certain expenses associated with the sale of the shares (not
including broker's fees or commissions), which are estimated to be
approximately $27,000.
The Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "MTB." On March 6, 1997, the closing sale price on the
NYSE of the Common Stock was $55.00 per share.
The Common Stock may be offered for sale by the Selling Shareholders
at certain times commencing after the Company files its annual and
quarterly reports with the Securities and Exchange Commission (the
"Commission"). The Common Stock may be offered or sold by the Selling
Shareholders, or by their pledgees, donees, transferees or other successors
in interest, to or through brokers or directly to other purchasers or
through other agents in one or more transactions on the NYSE, in the
over-the-counter market, in one or more private transactions, or in a
combination of such methods of sale, at prices and on terms then
prevailing, at prices related to such prices or at negotiated prices. The
price at which any of the shares of Common Stock may be sold, and the
commissions, if any, paid in connection with any such sale, are unknown and
may vary from transaction to transaction. See "Plan of Distribution" and
the accompanying Prospectus Supplement. It is understood that the
Commission may take the view that, under certain circumstances, such
persons effecting resales of Common Stock and dealers or brokers handling
such transactions may be deemed (such persons not so conceding) to be
"underwriters" within the meaning of the Securities Act of 1933, and the
rules and regulations promulgated thereunder, with respect to such sales.
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------
The date of this Prospectus is March 7, 1997.
<PAGE>
No person has been authorized to give any information or to make any
representations, other than as contained herein, in connection with the
offer contained in this Prospectus, and if given or made, such information
or representations must not be relied upon. This Prospectus does not
constitute an offer of any securities other than the registered securities
to which it relates or an offer to any person in any state where such offer
would be unlawful. The delivery of this Prospectus at any time does not
imply that information herein is correct as of any time subsequent to the
date hereof.
___________________________________________________________________________
___________________________________________________________________________
TABLE OF CONTENTS
Available Information . . . . . . . . . 2 Selling Shareholders . . . . 4
Incorporation of Documents by Reference 2 Plan of Distribution . . . . 5
The Company . . . . . . . . . . . . . 3 Experts . . . . . . . . . . 6
Recent Developments . . . . . . . . . . 3 Legal Matters . . . . . . . 6
Use of Proceeds . . . . . . . . . . . 4
___________________________________________________________________________
___________________________________________________________________________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained
by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the following Regional Offices of the
Commission: Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New
York, New York 10048; and copies of such material can be obtained from the
Public Reference Section of the Commission, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Commission maintains
a World Wide Web site that contains reports, proxy statements, and other
information regarding registrants, including the Company, that file
electronically with the Commission. The address of such Web site is
http://www.sec.gov. The reports, proxy statements and other information of
the Company described above can also be inspected and copied at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005, on which the Common Stock is listed.
This Prospectus, including the accompanying Prospectus Supplement,
forms a part of a registration statement on Form S-3 (the "Registration
Statement") which the Company has filed under the Securities Act with
respect to the Common Stock. This Prospectus does not contain all the
information otherwise set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of
the Commission. For further information, reference is made to the
Registration Statement and the exhibits filed as part thereof. The
Registration Statement may be inspected at the public reference facilities
maintained by the Commission at the addresses set forth in the preceding
paragraph. Statements contained herein concerning any document filed as an
exhibit are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (file no. 001-12101) are incorporated herein by
reference: (a) the Company's annual report on Form 10-K for the fiscal
year ended December 31, 1996; (b) the description of the Company's common
stock contained in the Company's registration statement filed under the
Exchange Act, and any amendment or report filed for the purpose of updating
such description; (c) the Company's current report on Form 8-K dated
October 27, 1996; (d) the Company's Proxy Statement dated March 18, 1996;
and (e) all documents filed by the Company, under Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, after the date of this Prospectus and
Registration Statement. Information set forth herein which updates or
modifies information in any such document incorporated by reference shall
be deemed to supersede the information so incorporated by reference. Any
information so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. The
Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or
oral request of such person, a copy of any and all documents incorporated
herein by reference (excluding exhibits). Requests should be directed to
Carl A. Wattenberg, Jr., Senior Vice President, Secretary and General
Counsel, Mark Twain Bancshares, Inc., 8820 Ladue Road, St. Louis, Missouri
63124, telephone (314) 889-0707.
2
<PAGE>
THE COMPANY
At December 31, 1996, Mark Twain Bancshares, Inc. (the "Company")
owned or controlled substantially all the capital stock of four banks:
Mark Twain Bank, which operates 20 separate locations in the metropolitan
St. Louis area; Mark Twain Kansas City Bank, which operates 15 separate
locations in the metropolitan bi-state Kansas City area; Mark Twain
Illinois Bank, which operates four locations on the Illinois side of the
St. Louis metropolitan area; and First City National Bank, which operates
three locations in Springfield, Missouri. In October 1996, the Company
entered into an agreement to merge with Mercantile Bancorporation Inc. in
mid-1997. See "Recent Developments" below.
The Company wholly owns the following: Mark Twain Properties, Inc.,
which owns, holds under lease, or manages properties occupied by present
banking centers; Mark Twain Community Development Corporation, which
provides services and housing opportunities for low- and moderate-income
persons; Tarquad Corporation, which acts as trustee of deeds of trust of
which Company subsidiaries are the lenders and beneficiaries; and Mark
Twain Asset Recovery, Inc., which acts as purchaser of certain assets
acquired by subsidiary banks in the collection of loans.
Mark Twain Bank wholly owns Mark Twain Brokerage Services, Inc., a
member of the National Association of Securities Dealers, which provides
customers with complete brokerage services on all exchanges and provides
the sale of various insurance company products. Mark Twain Bank also
wholly owns Mark Twain St. Louis Investment Company which is a holding
company for Mark Twain St. Louis Real Estate Investment Trust. Mark Twain
St. Louis Real Estate Investment Trust was organized to invest solely in
mortgage loans originated by the subsidiary banks of the Company. Mark
Twain Bank and Mark Twain Kansas City Bank each wholly own a Mark Twain
Real Estate Development Corporation subsidiary and a Mark Twain Community
Development Corporation subsidiary.
The Company is registered with and subject to regulation by the Board
of Governors of the Federal Reserve System and is subject to the Missouri
Bank Holding Company Act. All Company-owned non-bank subsidiaries are
subject to regulation by the Board of Governors of the Federal Reserve
System. The subsidiary state-chartered banks are subject to regulation and
supervision by the banking regulators of the states in which the banking
units are located and the states in which the bank is chartered. The
subsidiary national bank is subject to regulation and supervision by the
Office of the Comptroller of the Currency. All subsidiary banks are
subject to regulation by and are members of the Federal Deposit Insurance
Corporation.
The earnings of the subsidiary banks are affected not only by
competing financial institutions and general economic conditions, but also
by the policies of various governmental regulatory authorities, and state
and federal laws, particularly as they relate to powers authorized to banks
and bank holding companies. The Company and all subsidiary banks are
subject to the provisions of the Community Reinvestment Act. Mark Twain
Brokerage Services, Inc., is subject to supervision and regulation by the
National Association of Securities Dealers, Securities and Exchange
Commission, Missouri Division of Securities, Missouri Division of
Insurance, and Missouri Division of Finance, among others. The mortgage
department is subject to supervision by Department of Housing and Urban
Development, Federal Housing Authority, Veteran's Administration, Federal
Home Loan Mortgage Corporation, Federal National Mortgage Association, and
Government National Mortgage Association, among others, concerning mortgage
lending.
The principal executive offices of the Company are located at 8820
Ladue Road, St. Louis, Missouri 63124, telephone (314) 727-1000. The
Company maintains a web page at http://www.marktwain.com.
RECENT DEVELOPMENTS
On October 27, 1996, the Company announced that it had agreed to merge
with Mercantile Bancorporation Inc. ("Mercantile"), a bank holding company
based in St. Louis, Missouri, in a stock for stock exchange in which
Mercantile will be the surviving corporation. Under the terms of the merger
agreement, shareholders of the Company will receive 0.952 shares of
Mercantile common stock for each share of the Company's Common Stock.
Mercantile common stock is listed on the NYSE under the symbol "MTL."
Completion of the Mercantile merger is subject to regulatory and
shareholder approvals, among other things. The Mercantile transaction is
described more fully in the Company's Form 8-K dated October 27, 1996,
which has been incorporated herein by reference. See "Incorporation of
Documents By Reference" above.
3
<PAGE>
The Company's shareholders will be asked to approve the Mercantile
transaction at a special meeting which is expected to be held on or about
April 22, 1997. The record date for that special meeting is expected to be
March 10, 1997. Any changes to those dates will be set forth in an
appropriate Prospectus Supplement. Only persons who are holders of Common
Stock of record at the close of business on the record date for the special
meeting will be entitled to vote in connection with the Mercantile
transaction and to enjoy certain statutory rights relating thereto.
On February 28, 1997, the Company assigned its merchant credit card
processing agreements to a third party for a one-time fee of approximately
$2.3 million. This amount will be recognized as income by the Company in
the first quarter of 1997.
USE OF PROCEEDS
All proceeds from the sale of the Shares offered hereby will go to the
Selling Shareholders. The Company will not receive any of the proceeds from
the sale of the Shares. See "Selling Shareholders" and "Plan of
Distribution" below.
SELLING SHAREHOLDERS
On December 27, 1996, First City Bancshares, Incorporated of
Springfield, Missouri ("First City Bancshares") was acquired by the
Company, and the shareholders of First City Bancshares (the "First City
Shareholders") received a total of 268,667 shares of Common Stock in
exchange for their First City Bancshares stock. The First City
Shareholders and their holdings of Common Stock acquired in the First City
Bancshares transaction are shown in the table below:
Name of First City Shareholder Shares Held
- ------------------------------ -----------
John B. Mahaffey . . . . . . . . . . . . . . . . . . . . . . . . 382
John B. Mahaffey as Trustee u/d/t of John B.
Mahaffey dtd 2/8/89 . . . . . . . . . . . . . . . . . . . . . 14,135
Fredna B. Mahaffey as Trustee u/d/t of Fredna B.
Mahaffey dtd 2/8/89 . . . . . . . . . . . . . . . . . . . . . 14,135
Kenneth E. Meyer . . . . . . . . . . . . . . . . . . . . . . . . 28,653
Richard K. Wilson . . . . . . . . . . . . . . . . . . . . . . . 28,653
J. Robert Ward . . . . . . . . . . . . . . . . . . . . . . . . 2,865
Everett C. Sechler, Trustee under Rev. Tr. Agmt. of
Everett C. Sechler dtd 11/9/83 as amended 8/7/96 . . . . . . 28,653
Jean Cox Rothman . . . . . . . . . . . . . . . . . . . . . . . 14,326
John M. Carnahan III, Trustee of The John M. Carnahan III
RLTA 8/16/83 as amended . . . . . . . . . . . . . . . . . . . 57
Carnahan Family, L.P. . . . . . . . . . . . . . . . . . . . . . 14,269
Ronald G. Benson . . . . . . . . . . . . . . . . . . . . . . . 57
Benson Family, L.P. . . . . . . . . . . . . . . . . . . . . . . 28,596
Mercantile Bank of South Central Missouri, as Trustee
under Earl K. Nau Trust dtd 8/22/89 . . . . . . . . . . . . 65,233
Carol Morris Robinson . . . . . . . . . . . . . . . . . . . . . 57
Morris Family Trust, Carol Morris Robinson, Mngt Trustee
u/a dtd 6/17/86 . . . . . . . . . . . . . . . . . . . . . . 28,596
As of the date hereof, no First City Shareholder owns of record or, to
the best knowledge of the Company, owns beneficially more than 1% of the
Company's outstanding Common Stock. In connection with the acquisition, the
Company contractually agreed to register the Common Stock issued to the
First City Shareholders with the
4
<PAGE>
Commission, and to make this Prospectus available to whichever of the
Shareholders wished to sell their shares from time to time (the "Selling
Shareholders"), subject to certain limitations described below.
The First City Shareholders have agreed to use the Registration
Statement of which this Prospectus is a part (the "Registration Statement")
only in certain quarterly window periods following the filing by the
Company of its annual and quarterly reports on Form 10-K or 10-Q; the first
window period is expected to commence on the date of this Prospectus. In
addition, the First City Shareholders have agreed to limit their aggregate
sales of Common Stock to not more than 67,167 shares every six months
(cumulative) after the December 27, 1996 closing date. Any First City
Shareholder wishing to use the Registration Statement in any window period
is required to submit to the Company a formal request in advance of sale;
requests are to be honored on a first-come, first-served basis.
One or more new Prospectus Supplements will be prepared for each
window period as to which any First City Shareholder has duly requested to
sell his, her, or its shares of Common Stock. Each such Supplement will
include, among other things, the name of one or more Selling Shareholder(s)
using the Registration Statement in that period, the number of shares to be
sold by each named Selling Shareholder, the number of shares held by each
named Selling Shareholder and the shares remaining after such sale, and, if
applicable, any position the Selling Shareholder may have recently had with
First City Bancshares or may presently have with the Company. The
Prospectus Supplement also will include information regarding any brokers
and brokerage fees, charges, and commissions associated with such sales;
see "Plan of Distribution" below.
This Prospectus cannot be used in any window period without a
Prospectus Supplement for that period accompanying it, and cannot be used
before or after the window period specified in such Supplement.
PLAN OF DISTRIBUTION
The Common Stock may be offered for sale from time to time by the
Selling Shareholders, or by their pledgees, donees, transferees or other
successors in interest, directly to other purchasers or through agents in
one or more transactions on the NYSE, in one or more private transactions,
or in a combination of such methods of sale, at prices and on terms then
prevailing, at prices related to such prices, or at negotiated prices. Such
methods of distribution may include, without limitation, a) a block trade
in which an agent will attempt to sell the Common Stock as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; b) purchases by one or more brokers or dealers as principals
and resale by such brokers or dealers for their own account at fixed or
varying prices; c) ordinary brokerage transactions and transactions in
which a broker solicits purchasers; and d) such other distribution as
accords with the rules of the NYSE. In effecting sales, the broker(s)
acting as the agent(s) for the Selling Shareholder(s) may arrange for other
brokers or dealers to participate in any resales. This Prospectus may be
amended and supplemented from time to time to describe a specific plan of
distribution.
In connection with distributions of the Common Stock or otherwise, the
Selling Shareholders may enter into hedging transactions with broker-
dealers. In connection with such transactions, broker-dealers may engage in
short sales of Common Stock in the course of hedging the positions they
assume with Selling Shareholders. The Selling Shareholders may also sell
Common Stock short and redeliver the shares to close out such short
positions. The Selling Shareholders may also enter into option or other
transactions with broker-dealers which require the delivery to such broker-
dealer of the Common Stock offered hereby, which Common Stock such broker-
dealer may resell pursuant to this Prospectus. The Selling Shareholders may
also pledge the shares registered hereunder to a broker or dealer and, upon
a default, such broker or dealer may effect sales of the pledged Common
Stock pursuant to this Prospectus.
Brokers, dealers, or agents ("brokers") may receive compensation in
the form of commissions, discounts or concessions from Selling Shareholders
in amounts to be negotiated in sales pursuant hereto. Each Selling
Shareholder will pay its own costs and expenses incurred in any such sale,
including brokerage fees, charges and commissions. Any such remuneration
will be disclosed in the Prospectus Supplement described under "Selling
Shareholders" above. Each Selling Shareholder is responsible for selecting
his, her, or its own broker. Such brokers and any other participating
brokers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any such commission,
discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act. The Prospectus Supplement will
describe the material terms and conditions
5
<PAGE>
upon which a broker engaged by a Selling Shareholder will sell the Common
Stock, along with the identity of any brokers which will participate in the
offering, during the window period covered by such Supplement.
EXPERTS
The consolidated financial statements of Mark Twain Bancshares, Inc.
incorporated by reference in Mark Twain Bancshares, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1996 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference
in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters relating to the Common Stock of the Company
issued hereby were passed upon for the Company by The Stolar Partnership,
911 Washington Avenue, St. Louis, Missouri. The attorneys at The Stolar
Partnership which participated in the either the preparation of this
Prospectus (or the Registration Statement of which it is a part), or the
First City Bancshares transaction in which the Common Stock registered
hereby originally was issued, for the Company have reported to the Company
that they personally own approximately 15,052 shares of the Company's
Common Stock as of the date hereof.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
[No items in Part II are amended.]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis, State
of Missouri, on March 5, 1997.
MARK TWAIN BANCSHARES, INC.
By: CARL A. WATTENBERG, JR.
Carl A. Wattenberg, Jr.
(Senior Vice President, General Counsel,
and Corporate Secretary)
Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
__________________ ______________________ _______________
JOHN P. DUBINSKY* President and Chief March 5, 1997
(John P. Dubinsky) Executive Officer
and Director (Principal
Executive Officer)
KEITH MILLER* Executive Vice President, March 5, 1997
(Keith Miller) Finance (Principal
Financial Officer)
KEVIN J. CODY* Vice President, Trea- March 5, 1997
(Kevin J. Cody) surer, and Assistant
Secretary (Principal
Accounting Officer)
ALVIN J. SITEMAN* Chairman of the March 5, 1997
(Alvin J. Siteman) Board and Director
_______________________ Director
(Robert J. Baudendistel)
PETER F. BENOIST* Director March 5, 1997
(Peter F. Benoist)
II-1
<PAGE>
___________________ Director
(Robert A. Bernstein)
ROBERT C. BUTLER* Director March 5, 1997
(Robert C. Butler)
_________________ Director
(Jack Deutsch)
____________________ Director
(Henry J. Givens, Jr.)
B.D. HUNTER* Director March 5, 1997
(B.D. Hunter)
MICHAEL M. MCCARTHY* Director March 5, 1997
(Michael M. McCarthy)
_____________________ Director
(James J. Murphy, Jr.)
*By: CARL A. WATTENBERG, JR.
Carl A. Wattenberg, Jr.
(Attorney-in-fact)
II-2
