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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 LLP
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 class Amount maximum maximum
of securities to be offering aggregate Amount of
to be registered price per offering registration
registered (1) unit(2) price(2) fee
- ----------------------------------------------------------------
Common Stock, 197,488 $58.125 $11,478,984 $3,479
$5.00 par
value
(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 October 13, 1997.
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.
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PROSPECTUS
Subject to completion, dated October 17, 1997
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.
197,488 Shares
COMMERCE BANCSHARES, INC.
Common Stock
($5.00 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 $5,979.
The Common Stock of the Company is traded on the Nasdaq Stock
Market under the symbol "CBSH." On ____________________, the
closing sale price of the Common Stock as reported by Nasdaq was
$____________.
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
Discounts and Selling Stockholders
Price to Public (1) Commissions (1)(2)
- ----------------------------------------------------------------
Per
Share $ N/A $
Total $ N/A $
(1) Based on the closing sale price of the Common Stock as
listed on the Nasdaq Stock Market on _________________, 1997
of $___________ 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 $5,979.
The date of this Prospectus is ______________, 1997.
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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, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, and June 30, 1997.
(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.
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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
- ---- ------------- -------- ----------
BR Corporation 47,060 47,060 0
Donald C. Green, 99,929 99,929 0
Trustee of the
Donald C. Green
Revocable Living
Trust Dated
November 9, 1990
James P. & Eloise K. 3,232 3,232 0
Kelly
Roy D. Martin 146 146 0
Larry O'Malley 146 146 0
Mercy Hospital
Foundation, Inc. 180 180 0
Fred & Tamara Osborn 1,762 1,762 0
David S. Reeder 400 400 0
William H. Reeder and 400 400 0
Karen E. Reeder,
Trustees of the
Gregory F. Reeder Trust
Albert K. Sewell, Jr. 146 146 0
The St. Andrew's School 100 100 0
Foundation
Paul H. and Sharon A. 42,716 42,716 0
Viets
Debra S. Viets* 375 375 0
Jon R. Viets 375 375 0
Kurtis C. Viets 375 375 0
Donald L. Yerkes and 146 146 0
Helen L. Yerkes,
Trustees of the
Donald L. Yerkes
Revocable Living Trust
Dated 7/27/93 _______ _______ ____
Total 197,488 197,488 0
*The correct spelling is Deborah S. Viets.
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The shares of the Company's Common Stock owned by the
Selling Stockholders were acquired as a result of the 1997
acquisition by the Company's wholly-owned subsidiary CBI-Kansas,
Inc., a Kansas corporation, of CNB Bancorp, Inc., a Kansas
corporation.
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 agents 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 LLP, Two Pershing Square, 2300 Main Street,
Kansas City, Missouri 64108.
EXPERTS
The consolidated balance sheets of the Company and
subsidiaries as of December 31, 1996 and 1995 and the related
statements of income, cash flows and stockholders' equity for
each of the years in the three-year period ended December 31,
1996 incorporated by reference in the December 31, 1996 annual
report on Form 10-K of the Company which are 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.
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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 $3,479
Edgar and transmission expenses 0
Accounting fees and expenses 1,500
Legal fees and expenses 1,000
Miscellaneous 0
------
Total $5,979
======
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 dated August 9, 1996.
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4(b)* Restated By-Laws, as currently amended, were filed
in the quarterly report on Form 10-Q dated August
9, 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 LLP.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Blackwell Sanders Matheny Weary &
Lombardi LLP (contained in Exhibit 5).
24 Powers of Attorney
Item 17. Undertakings
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,
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individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(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.
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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 October 17, 1997.
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 October 17, 1997.
*
---------------------------
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) )
Fred L. Brown ) A majority of the
W. Thomas Grant, II ) Board of Directors*
James B. Hebenstreit )
Jonathan M. Kemper )
Mary Ann Krey )
Benjamin F. Rassieur, III )
John H. Robinson, Jr. )
L.W. Stolzer )
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
designated by an asterisk pursuant to powers of attorney duly
executed by such persons.
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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 dated August 9, 1996.
4(b)* Restated By-Laws, as currently amended, were filed
in the quarterly report on Form 10-Q dated August
9, 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 LLP.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Blackwell Sanders Matheny Weary &
Lombardi LLP (contained in Exhibit 5).
24 Powers of Attorney
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Exhibit 5
October 17, 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, 197,488
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 197,488 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,
/s/ Blackwell Sanders Matheny Weary
& Lombardi LLP
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Exhibit 23(a)
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Commerce Bancshares, Inc.:
We consent to the incorporation by reference in the Registration
Statement on Form S-3 of Commerce Bancshares, Inc. of our report
dated January 31, 1997, relating to the consolidated balance
sheets of Commerce Bancshares, Inc. and subsidiaries as of
December 31, 1996 and 1995 and the related statements of income,
cash flows and stockholders' equity for each of the years in the
three-year period ended December 31, 1996, which report appears
in the December 31, 1996 annual report on Form 10-K of Commerce
Bancshares, Inc., and to the reference to our firm under the
heading of "Experts" in the related prospectus.
/s/ KPMG Peat Marwick LLP
Kansas City, Missouri
October 17, 1997
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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 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 3rd day of October, 1997.
/s/ David W. Kemper
- ------------------- --------------------
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/Jonathan M. Kemper
- ------------------------ ---------------------
James B. Hebenstreit Jonathan M. Kemper
/s/ Mary Ann Krey
- ------------------------ ---------------------
Mary Ann Krey Terry O. Meek
/s/ Benjamin F. Rassieur III /s/ John H. Robinson, Jr.
- ---------------------------- ------------------------
Benjamin F. Rassieur III John H. Robinson, 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
- --------------------- ------------------------
A. Bayard Clark Jeffery D. Aberdeen
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