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Registration No. 333-38221
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
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.
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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit
Number Description of Exhibit
5 Opinion of Blackwell Sanders Matheny Weary &
Lombardi LLP.
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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 Amendment No. 1 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Kansas City, State of Missouri, on October 31, 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
Amendment No. 1 has been signed by the following persons in the
capacities indicated on October 31, 1997.
*
___________________________________
A. Bayard Clark
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
*
-----------------------------------
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
5 Opinion of Blackwell Sanders Matheny Weary &
Lombardi LLP.
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Exhibit 5
October 31, 1997
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 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
