AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 1997
Registration Statement No. 333-_____
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
____________________________
Approximate date of commencement of proposed sale to the public: From time
to time after Mark Twain Bancshares, Inc. files its Annual Report on Form
10-K for the fiscal year ended December 31, 1996 with the Securities and
Exchange Commission.
If any of the securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration number of an earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
Title of each Amount Proposed Proposed Amount of
class of securities to be maximum maximum registra-
to be registered Registered offering aggregate tion fee
price offering
Common Stock, per share(1) price(1)
$1.25 Par Value 67,167
Per Share shares $48.0625(2) $3,228,214 $978.25
- --------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated in accordance with Rule 457(c) under the Securities Act
based on the average of the high and low price of the Common Stock
on January 10, 1997, as quoted on the New York Stock Exchange
Composite Tape.
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PART I
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION. PRELIMINARY PROSPECTUS DATED JANUARY 15, 1997
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 January 14, 1997, the closing sale price on the
NYSE of the Common Stock was $48.25 per share.
The Common Stock may be offered for sale by the Selling Shareholders
at certain times commencing at the time the Company files its annual report
on Form 10-K with the Securities and Exchange Commission (the "Commission")
for the year ended December 31, 1996. 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". 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 ___________________, 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 . . . . 4
The Company . . . . . . . . . . . . . 3 Experts . . . . . . . . . . 5
Recent Developments . . . . . . . . . . 3 Legal Matters . . . . . . . 5
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, 1995 and quarterly reports on Form 10-Q for the
quarters ended March 31, June 30, and September 30, 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 reports on Form 8-K dated April 11, July 11, October 10,
and October 27, 1996, and January 15, 1997; (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 las, 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 ("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>
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. 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
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 in March, 1997, when the Company
files its 1996 annual report on Form 10-K. 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; requests are to be honored on a
first-come, first-served basis. Accordingly, as of the date hereof, the
Company does not know which First City Shareholders will be Selling
Shareholders in any particular window period.
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.
A new Prospectus Supplement 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. Such Supplement will include, among other
things, the name of the Selling Shareholder(s) using the Registration
Statement in that period, the number of shares to be sold by each such
Selling Shareholder, the number of shares held by each such 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.
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.
4
<PAGE>
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. As of the date hereof, the Company
is not aware that any Selling Shareholder has entered into any agreement,
arrangement, or understanding with any broker pertaining to the terms and
conditions upon which a sale of the Common Stock shall occur, and the
Company does not know the identity of any brokers which will participate in
the offering. Such information will be disclosed in the Prospectus
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, 1995 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 13,888 shares of the Company's
Common Stock as of the date hereof.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC registration fee................................... $ 978.25
Printing and Engraving expenses*....................... 100.00
Accounting fees*....................................... 5,000.00
Legal fees*............................................ 15,000.00
Qualification under state securities laws*............. 5,000.00
Miscellaneous*......................................... 921.75
---------
Total* $27,000.00
=========
* Estimated.
Item 15. Indemnification of Directors and Officers.
Section 351.355 of The General and Business Corporation Law of Missouri, as
currently amended, permits a Missouri corporation to indemnify any
director, officer, employee or agent against amounts reasonably paid or
incurred by such person in connection with a proceeding against him
relating to his position with such corporation, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
proceedings, if he had no reasonable cause to believe his conduct to be
unlawful. However, in a proceeding by or in the right of the corporation
against such person, no indemnification may be made by the corporation if
such person is adjudged liable to the corporation for negligence or
misconduct, except as determined by an appropriate court. With shareholder
approval as specified in said Section 351.355, a Missouri corporation may
give further indemnity to any such person other than for conduct finally
adjudged to have been knowingly fraudulent, deliberately dishonest, or
willful misconduct.
The shareholders of the Company approved amendments to the by-laws relating
to indemnification at the 1987 annual meeting. The amended by-laws expand
the level of indemnification of directors, officers, employees or agents.
Under the amended provisions, the Company will be obligated to indemnify
any person who is or was, or is threatened to be made, a party to any
action by reason of a fact that he is or was a director, officer, employee
or agent of the Company or a subsidiary or, at the request of the Company,
is or was serving as a director, officer, employee or agent of another
entity, against liabilities incurred thereunder, to the full extent
provided by law. The by-laws authorize the Board of Directors to
authorize, to the extent permitted by Missouri corporation laws, the
purchase of insurance for the benefit of directors, officers, employees or
agents, insuring against such liability.
II-1
<PAGE>
Item 16. Exhibits.
Exh.
No. Description
5 Opinion and consent of The Stolar Partnership, counsel to the
Company, concerning the legality of the shares of common stock being
registered hereunder
11 Statement regarding Computation of Earnings Per Share
(incorporated by reference to Exhibit 11 to Form 10-K, for the
fiscal year ended December 31, 1995, previously filed by the
Registrant)
23.1 Consent of Ernst & Young LLP, independent auditors for the
Registrant
23.2 Consent of The Stolar Partnership (consent is included in
Exhibit 5)
24.1 Power of Attorney executed by certain officers and directors
of the Registrant
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 and the information required to
be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") that are incorporated by reference in the
Registration Statement;
II-2
<PAGE>
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold by the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) - (g) [not applicable]
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described and the
documents referenced under Item 15 above, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(i) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(j) [not applicable]
II-3
<PAGE>
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
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri,
on January 15, 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
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 January 15, 1997
(John P. Dubinsky) Executive Officer
and Director (Principal
Executive Officer)
KEITH MILLER* Executive Vice President, January 15, 1997
(Keith Miller) Finance (Principal
Financial Officer)
KEVIN J. CODY* Vice President, Trea- January 15, 1997
(Kevin J. Cody) surer, and Assistant
Secretary (Principal
Accounting Officer)
ALVIN J. SITEMAN* Chairman of the January 15, 1997
(Alvin J. Siteman) Board and Director
_______________________ Director
(Robert J. Baudendistel)
PETER F. BENOIST* Director January 15, 1997
(Peter F. Benoist)
___________________ Director
(Robert A. Bernstein)
ROBERT C. BUTLER* Director January 15, 1997
(Robert C. Butler)
_________________ Director
(Jack Deutsch)
____________________ Director
(Henry J. Givens, Jr.)
B.D. HUNTER* Director January 15, 1997
(B.D. Hunter)
MICHAEL M. MCCARTHY* Director January 15, 1997
(Michael M. McCarthy)
_____________________ Director
(James J. Murphy, Jr.)
*By: CARL A. WATTENBERG, JR.
Carl A. Wattenberg, Jr.
(Attorney-in-fact)
II-4
Exhibit 5
January 15, 1997
Mark Twain Bancshares, Inc.
8820 Ladue Road
St. Louis, Missouri 63124
Re: Registration Statement on Form S-3 Relating to 67,167
Shares of Common Stock, Par Value $1.25 Per Share
Ladies and Gentlemen:
We have acted as counsel for Mark Twain Bancshares, Inc., a Missouri
corporation (the "Company"), in connection with the Registration Statement
on Form S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933
(the "Securities Act") for the registration of 67,167 shares of Common
Stock, par value $1.25 per share (the "Shares"), of the Company, to be
offered for resale by certain shareholders of the Company on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act.
In connection with the proposed registration, we have examined
corporate records of the Company and such other documents and materials as
we have considered relevant to the matters set forth below, and we have
made such investigation of matters of law and fact as we have considered
appropriate. Based on the foregoing, we are of the opinion that:
1. The Company is validly existing and in good standing under the laws
of the State of Missouri.
2. The Shares have been duly and validly authorized and issued, and
are fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of the
Registration Statement and to the use of our name therein and in the
related Prospectus under the caption "Legal Matters."
Sincerely,
The Stolar Partnership
By: JOHN A. NIEMOELLER
John A. Niemoeller
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated January 16, 1996, in
the Registration Statement (Form S-3) and related Prospectus of
Mark Twain Bancshares, Inc. for the registration of 67,167 shares
of its common stock.
ERNST & YOUNG LLP
Ernst & Young LLP
January 14, 1997
St. Louis, Missouri
Exhibit 24.1
POWER OF ATTORNEY
Each of the undersigned directors and officers of Mark Twain
Bancshares, Inc., a Missouri corporation (the "Company"), hereby
appoints John P. Dubinsky, Keith Miller, Peter F. Benoist, and
Carl A. Wattenberg, Jr., and each of them acting singly, the true
and lawful agents and attorneys of the undersigned, with full
power of substitution, to do all things and to execute all
instruments which any of them may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the proposed registration under said Act,
pursuant to one or more Registration Statements on Form S-3, of
the secondary sales by the holders of an aggregate of 268,667
shares of the common stock of the Company, par value $1.25 per
share, which were issued on December 27, 1996 pursuant to a Plan
and Agreement of Merger dated July 15, 1996 among the Company,
Mark Twain Acquisition Corp. II, First City Bancshares,
Incorporated of Springfield, Missouri, and certain shareholders
of such corporation, all as authorized by the Board of Directors
of the Company on July 8, 1996; this authorization to include the
authority to sign the name of each of the undersigned in the
capacities indicated below to the said Registration Statements to
be filed with the Securities and Exchange Commission in respect
of said securities, and to any amendments thereto.
IN WITNESS WHEREOF, each of the undersigned has executed a
copy of this Power of Attorney as of January 10, 1997.
ALVIN J. SITEMAN
Alvin J. Siteman
Chairman of the Board and Director
JOHN P. DUBINSKY
John P. Dubinsky
President, Chief Executive Officer and Director
(Principal Executive Officer)
KEITH MILLER
Keith Miller
Senior Vice President - Finance
(Principal Financial Officer)
KEVIN J. CODY
Kevin J. Cody
Vice President, Treasurer, and Assistant Secretary
(Principal Accounting Officer)
______________________
Robert J. Baudendistel
Director
PETER F. BENOIST
Peter F. Benoist
Director
____________________
Robert A. Bernstein
Director
ROBERT C. BUTLER
Robert C. Butler
Director
____________
Jack Deutsch
Director
____________________
Henry J. Givens, Jr.
Director
B.D. HUNTER
B.D. Hunter
Director
MICHAEL M. MCCARTHY
Michael M. McCarthy
Director
____________________
James J. Murphy, Jr.
Director
