<PAGE>
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form S-3
Registration Statement Under The Securities Act of 1933
Commerce Bancshares, Inc.
(Exact name of Registrant as specified in its charter)
Missouri 43-0889454
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Walnut, Kansas City, Missouri 64106
(816) 234-2000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
J. Daniel Stinnett, Esq. Copies to:
Vice President, Secretary and Dennis P. Wilbert, Esq.
General Counsel Blackwell Sanders Matheny
1000 Walnut Weary & Lombardi L.C.
Kansas City, Missouri 64106 Two Pershing Square
(816) 234-2000 2300 Main Street, Suite 1100
(Name, address, including zip Kansas City, Missouri 64108
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 the Registration Statement becomes effective.
If the only securities being registered on this Form are to be 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 a dividend
or interest reinvestment plans, 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 statement number of
the 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, please 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 Proposed Proposed
each maximum maximum
class of Amount offering aggregate
securities to be price offering Amount of
to be registered per unit price registration
registered (1) (2) (2) fee
Common Stock, 226,158 $42.50 $9,611,715 $2,913.00
$5.00 par value shares
(1) All of the shares of Common Stock offered hereby are being sold for
the accounts of selling stockholders of the registrant. (See "Selling
Stockholders" herein.)
(2) Estimated for the purpose of calculating the registration fee in
accordance with Rule 457(c) based on the average of the high and low
prices reported in the consolidated reporting system on December 9,
1996.
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>
Prospectus
226,158 Shares
Commerce Bancshares, Inc.
Common Stock
($5 Par Value)
The shares of Common Stock offered hereby are being sold for the
account of certain Selling Stockholders of Commerce Bancshares, Inc. (the
"Company") from time to time in brokers' transactions, negotiated
transactions, or otherwise at prices current at the time of sale. The
Company will not receive any of the proceeds from the sale of the Common
Stock offered hereby. All expenses of the registration of these shares
(other than brokerage commissions and transfer taxes, which will be paid by
the Selling Stockholders) will be paid by the Company. Such expenses are
estimated at $7,413.
The Common Stock of the Company is traded on the Nasdaq Stock Market
under the symbol "CBSH." On December 9, 1996, the closing sale price of
the Common Stock as reported by Nasdaq was $42.50.
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 commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
Underwriting Proceeds to
Price to Discounts and Selling
Public(1) Commissions Stockholders(1)(2)
Per Share $42.50 N/A $42.50
Total $9,611,715 N/A $9,611,715
(1) Based on the closing sale price of the Common Stock as listed on the
Nasdaq Stock Market on December 9, 1996 of $42.50 per share. The
shares of Common Stock offered hereby will be sold based on the market
price of the Common Stock from time to time.
(2) Before deducting certain brokerage or similar expenses of this
offering which may be payable by the Selling Stockholders. The
Company is paying the costs of preparing and filing the Registration
Statement of which this Prospectus is a part, which are estimated to
be $7,413.
The date of this Prospectus is December 11, 1996.
<PAGE>
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, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied
at the Office of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Seven World Trade Center, Suite 1300, New York, New York 10048
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such material also may be accessed electronically by
means of the Commission's home page on the Internet at http://www.sec.com.
The Common Stock of the Company is traded on the Nasdaq Stock Market.
Reports and other information concerning the Company may be inspected at
the offices of The Nasdaq Stock Market, Inc., 1735 K. Street, N.W.,
Washington, D.C. 20006.
Incorporation of Certain Documents by Reference
The following documents filed with the Commission by the Company (File
No. 000-02989) pursuant to the Exchange Act are incorporated in this
Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996.
(c) The description of the Company's Common Stock set forth in the
Form 8-A Registration Statement as filed with the Commission on February
26, 1968, as supplemented by the Form 8-A Registration Statement as filed
with the Commission on August 31, 1988, and as amended by Form 8-A12G/A as
filed with the Commission on June 10, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from
the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
modified or superseded, for purposes of this Prospectus, to the extent that
a statement contained herein or in any subsequently filed document which is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus
has been delivered, on the written or oral request of any such person, a
copy of any or all of the documents referred to above which have been or
may be incorporated in this Prospectus by reference, other than exhibits to
such documents unless such exhibits are specifically incorporated by
reference into such documents. Such requests should be directed to Mr.
Jeffery D. Aberdeen, Controller, Commerce Bancshares, Inc., 1000 Walnut
Street, Kansas City, Missouri 64106, telephone number (816) 234-2000.
2
<PAGE>
The Company
The complete mailing address of the principal executive offices of the
Company is 1000 Walnut Street, Kansas City, Missouri 64106, telephone
number (816) 234-2000.
Use of Proceeds
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby.
Selling Stockholders
The following table sets forth certain information with respect to the
Selling Stockholders:
Number of Shares To
Shares Owned Shares To Be Owned
Name Prior to Sale Be Sold After Sale
TRUCOJO, nominee of 685 685 0
The Trust Company,
trustee under the
Catherine Comley Trust
TRUCOJO, nominee of 685 685 0
The Trust Company,
trustee under the
Russell Comley Trust
TRUCOJO, nominee of 8,642 8,642 0
The Trust Company,
agent for Rebecca &
Mark Comley
TRUCOJO, nominee of 10,617 10,617 0
The Trust Company,
custodian for Mary &
Arthur Petty
TRUCOJO, nominee of 802 802 0
The Trust Company,
trustee under the
Drew Petty Trust
TRUCOJO, nominee of 802 802 0
The Trust Company,
trustee under the
Glenn Petty Trust
<PAGE>
TRUCOJO, nominee of 686 686 0
The Trust Company,
trustee under the
Geoffrey Richards Trust
TRUCOJO, nominee of 53,265 53,265 0
The Trust Company,
trustee under the
Stocksdale Marital Trust
TRUCOJO, nominee of 52,162 52,162 0
The Trust Company,
trustee under the
Stocksdale Residuary Trust
TRUCOJO, nominee of 10,617 10,617 0
The Trust Company,
agent for David &
Cindy Stocksdale
3
<PAGE>
TRUCOJO, nominee of 802 802 0
The Trust Company,
trustee under the
Annie Stocksdale Trust
TRUCOJO, nominee of 811 811 0
The Trust Company,
trustee under the
David Benjamin
Stocksdale Trust
TRUCOJO, nominee of 69,691 69,691 0
The Trust Company,
trustee under the
Ruth Stocksdale Trust
Ruth E. Stocksdale, 7,210 7,210 0
trustee under
Declaration of Trust
dated November 5, 1985
Sally Ann Stocksdale 8,681 8,681 0
_______ ________ _______
Total 226,158 226,158 0
The shares of the Company's Common Stock owned by the Selling
Stockholders were acquired as a result of the 1994 acquisition by the
Company of Liberty Bancshares, Inc ("Liberty"). Prior to such acquisition
and within three (3) years of the date of this Prospectus, Ruth E.
Stocksdale was a director and the Chairman of the Board and President of
Liberty; Mary Petty was a director and the Treasurer of Liberty; and
Rebecca Comley, David Stocksdale and Sally Ann Stocksdale were directors of
Liberty.
Plan of Distribution
The Selling Stockholders have not advised the Company of any specific
plans for the distribution of the shares offered hereby, but it is
anticipated that the shares will be sold at prices and on terms then
available in brokers' transactions, negotiated transactions or otherwise.
Dealers or brokers participating in such transactions may act as agent
for the Selling Stockholders, or may purchase the shares offered hereby
from the Selling Stockholders as principal and thereafter resell such
shares from time to time in or through transactions or distributions at
market prices prevailing at the time of sale or at negotiated prices. The
Selling Stockholders and dealers or brokers who participate in the sale or
distribution of such shares may be deemed to be "underwriters" as defined
in the Securities Act of 1933. Any distributors' or sellers' commissions
paid or allowed to any such participating dealers or brokers, and, if any
of such dealers or brokers purchase shares as principal, any distributors'
or sellers' commissions or profits received on the resale of such shares
may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933.
Legal Opinions
The validity of the shares of Common Stock of the Company is being
passed upon for the Company by Blackwell Sanders Matheny Weary & Lombardi
L.C., Two Pershing Square, 2300 Main Street, Kansas City, Missouri 64108.
Experts
The consolidated financial statements of the Company and subsidiaries
as of for the years ended December 31, 1995, 1994 and 1993 incorporated by
reference in the Annual Report on Form 10-K which are
4
<PAGE>
incorporated by reference herein have been so incorporated in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of
said firm as experts in auditing and accounting.
5
<PAGE>
Part II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of estimated expenses to be
paid by the registrant in connection with the issuance and sale of the
Common Stock being registered.
Securities and Exchange Commission registration fee . . . . . $2,913
Edgar and transmission expenses . . . . . . . . . . . . . . . 0
Accounting fees and expense . . . . . . . . . . . . . . . . . 1,500
Legal fees and expenses . . . . . . . . . . . . . . . . . . . 3,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 0
Total . . . . . . . . . . . . . . . . . . . . . . . $7,413
All other expenses in connection with the issuance and sale of the Common
Stock being registered will be borne by the Selling Stockholders.
Item 15. Indemnification of Directors and Officers.
Section 351.355 of the Missouri Revised Statutes (1986) allows
indemnification of corporate directors and officers by a corporation under
certain circumstances as therein specified against liabilities, expenses,
counsel fees and costs reasonably incurred in connection with or arising
out of any action, suit, proceeding or claim in which such person is made a
party by reason of such person being or having been such director or
officer.
Section 351.355 also permits such persons to seek indemnification
under any applicable bylaw, agreement, vote of stockholders or
disinterested directors or otherwise. Section 351.355 also permits
corporations to maintain insurance for officers and directors against
liabilities incurred while acting in such capacities whether or not the
corporation would be empowered to indemnify such persons under this
section.
The Company's bylaws contain a provision entitling officers and
directors to be indemnified by the Company from and against any and all of
the expenses, liabilities or other matters covered by said provision. The
Company has executed a Security Agreement pursuant to which securities with
a market value of approximately $10,000,000 have been pledged to an Agent
to collateralize the obligations of the Company under this bylaw provision.
Item 16. Exhibits.
The following exhibits are filed herewith or incorporated herein by
reference. Documents designated by an asterisk (*) are incorporated by
reference pursuant to Rule 411 of the Securities Act of 1933, as amended.
Exhibit
Number Description of Exhibit
4(a)* Restated Articles of Incorporation, as currently
amended, were filed in the quarterly report on Form
10-Q for the quarter ended June 30, 1996.
4(b)* Restated By-Laws, as currently amended, were filed in
the quarterly report on Form 10-Q for the quarter ended
June 30, 1996.
II-1
<PAGE>
4(c)* Shareholder Rights Plan contained in an Amended and
Restated Rights Agreement was filed on Form 8-A12G/A
dated June 7, 1996.
4(d)* Form of Rights Certificate and Election to Exercise was
filed on Form 8-A12G/A dated June 7, 1996.
4(e)* Form of Certificate of Designation of Preferred Stock
was filed on Form 8-A12G/A dated June 7, 1996.
5 Opinion of Blackwell Sanders Matheny Weary & Lombardi
L.C.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Blackwell Sanders Matheny Weary & Lombardi
L.C. (contained in Exhibit 5)
24 Powers of Attorney
Item 17. Undertaking
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
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 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 Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
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;
(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; and
II-2
<PAGE>
(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 (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
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 of
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 City of Kansas City, State of Missouri,
on December 11, 1996.
COMMERCE BANCSHARES, INC.
By /s/ J. Daniel Stinnett
J. Daniel Stinnett
Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 11, 1996.
/s/ A. Bayard Clark
A. Bayard Clark
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Jeffery D. Aberdeen
Jeffery D. Aberdeen
Controller
(Principal Accounting Officer)
David W. Kemper
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
Giorgio Balzer A majority of the
W. Thomas Grant, II Board of Directors*
James B. Hebenstreit
James M. Kemper, Jr.
Terry O. Meek
B. Franklin Rassieur, Jr.
John H. Robinson, Jr.
Dolph C. Simons, Jr.
Andrew C. Taylor
Robert H. West /s/ J. Daniel Stinnett
J. Daniel Stinnett, Attorney-in-Fact
*J. Daniel Stinnett, by signing his name hereto, does hereby sign this
document on behalf of each of the above-named persons pursuant to powers of
attorney duly executed by such persons.
II-4
<PAGE>
Exhibit Index
Exhibit
Number Description of Exhibit
4(a)* Restated Articles of Incorporation, as currently amended,
were filed in the quarterly report on Form 10-Q for the
quarter ended June 30, 1996.
4(b)* Restated By-Laws, as currently amended, were filed in the
quarterly report on Form 10-Q for the quarter ended
June 30, 1996.
4(c)* Shareholder Rights Plan contained in an Amended and
Restated Rights Agreement was filed on Form 8-A12G/A dated
June 7, 1996.
4(d)* Form of Rights Certificate and Election to Exercise was
filed on Form 8-A12G/A dated June 7, 1996.
4(e)* Form of Certificate of Designation of Preferred Stock was
filed on Form 8-A12G/A dated June 7, 1996.
5 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Blackwell Sanders Matheny Weary & Lombardi L.C.
(contained in Exhibit 5)
24 Powers of Attorney
II-5
<PAGE>
Exhibit 5
December 11, 1996
Commerce Bancshares, Inc.
1000 Walnut, 18th Floor
Kansas City, MO 64106
Gentlemen:
We refer to the Registration Statement of Commerce Bancshares, Inc.
(the "Company") on Form S-3 proposed to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act
of 1933, as amended, 226,158 shares of the Company's Common Stock to be
sold by certain stockholders of the Company identified in the Registration
Statement as "Selling Stockholders."
We are familiar with the proceedings to date with respect to such
proposed sale and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for the purposes of this opinion.
We are of the opinion that the 226,158 shares offered for sale by the
Selling Stockholders have been legally issued and are fully paid and
non-assessable.
We hereby consent to the reference to us under the heading "Legal
Opinions" in the prospectus constituting a part of the Registration
Statement and to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
BLACKWELL SANDERS MATHENY WEARY & LOMBARDI L.C.
II-6
<PAGE>
Exhibit 23(a)
Independent Accountants' Consent
The Board of Directors
Commerce Bancshares, Inc.:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading of "Experts" in the
prospectus.
KPMG Peat Marwick LLP
Kansas City, Missouri
December 11, 1996
II-7
<PAGE>
Exhibit 24
Power of Attorney
We, the undersigned Directors and Officers of Commerce
Bancshares, Inc. do hereby name, constitute and appoint J. Daniel
Stinnett, Jeff Aberdeen or Bayard Clark, III, our agent and
attorney-in-fact, for each of us and in our respective behalves
as Directors and/or as Officer of Commerce Bancshares, Inc. to
sign and execute a Registration Statement on Form S-3, and any
amendments thereto, relating to the registration with the
Securities and Exchange Commission of shares of common stock of
Commerce Bancshares, Inc.
Executed this 4th day of October, 1996.
/s/ David W. Kemper /s/ Giorgio Balzer
David W. Kemper Giorgio Balzer
/s/ Fred L. Brown /s/ W. Thomas Grant II
Fred L. Brown W. Thomas Grant II
/s/ James B. Hebenstreit /s/ James M. Kemper, Jr.
James B. Hebenstreit James M. Kemper, Jr.
/s/ Mary Ann Krey /s/ Terry O. Meek
Mary Ann Krey Terry O. Meek
/s/ Benjamin F. Rassieur, Jr. /s/ John H. Robinson, Jr.
Benjamin F. Rassieur, Jr. John H. Robinson, Jr.
/s/ Dolph C. Simons, Jr. /s/ L.W. Stolzer
Dolph C. Simons, Jr. L.W. Stolzer
/s/ Andrew C. Taylor /s/ Robert H. West
Andrew C. Taylor Robert H. West
/s/ A. Bayard Clark /s/ Jeffery D. Aberdeen
A. Bayard Clark Jeffery D. Aberdeen
II-8
