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)
_____________________________
Copies to:
J. DANIEL STINNETT, ESQ. DENNIS P. WILBERT, ESQ.
Vice President, Secretary Blackwell Sanders Peper Martin LLP
and General Counsel Two Pershing Square
1000 Walnut 2300 Main Street, Suite 1100
Kansas City, Missouri 64106 Kansas City, Missouri 64108
(816) 234-2000
(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 this 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
Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered(1) per unit(2) price(2) fee
Common Stock,
$5.00 par value 306,391 $38.25 $11,719,456 $3,258
(1) All of the shares of Stock offered hereby are being sold for the accounts
of selling shareholders of the registrant. (See "Selling Shareholders"
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 January 22, 1999.
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
COMMERCE BANCSHARES, INC.
306,391 Shares of Common Stock
($5.00 Par Value)
These shares of our common stock are being offered by certain Selling
Shareholders, identified in this prospectus. The Selling Shareholders may sell
these shares from time to time in brokers' transactions, negotiated
transactions, or otherwise at prices current at the time of sale. We will not
receive any proceeds from these sales.
All expenses of the registration of these shares (other than brokerage
commissions and transfer taxes, which will be paid by the Selling Shareholders)
will be paid by us. We estimate that the expenses will be $13,000.
Our stock is traded on the Nasdaq Stock Market under the symbol "CBSH." On
_________, 1999, the closing sale price of our common stock as reported by
Nasdaq was $______.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved or passed upon the accuracy or adequacy
of this Prospectus. Any representation to the contrary is a criminal offense.
UNDERWRITING PROCEEDS TO
PRICE TO PUBLIC DISCOUNTS AND SELLING
COMMISSIONS SHAREHOLDERS
Per Share ......... See Text Above See Text Above See Text Above
Total ............... See Text Above See Text Above See Text Above
The date of this Prospectus is ______________, 1999.
<PAGE>
TABLE OF CONTENTS
AVAILABLE INFORMATION......................................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................3
THE COMPANY................................................................4
USE OF PROCEEDS............................................................4
SELLING SHAREHOLDERS.......................................................4
PLAN OF DISTRIBUTION.......................................................5
LEGAL OPINION..............................................................6
EXPERTS....................................................................6
You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement.
The Company has not authorized anyone to provide you with different
information.
These shares of common stock are not being offered in any jurisdiction
where the offer is not permitted.
<PAGE>
AVAILABLE INFORMATION
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the Securities and Exchange Commission (the "SEC"). We file annual
and quarterly reports, proxy statements and other information with the SEC. You
may read and copy our reports, proxy statements and other information at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
You may learn more about the operation of the Public Reference Room by calling
1-800-SEC-0330. In addition, you may also access our filings at the SEC's
internet site at http://www.sec.gov.
______________________
The SEC allows us to "incorporate by reference" certain of our
publicly-filed documents into this prospectus, which means that the information
provided in the "incorporated" documents is considered part of this prospectus.
Information that we file with the SEC subsequent to the date of this prospectus
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, until the Selling Shareholders have sold all the shares:
Our Annual Report on Form 10-K for the fiscal year ended December 31, 1997
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998
Our Current Report on Form 8-K dated November 30, 1998.
The description of our common stock set forth in the Form 8-A Registration
Statement as filed with the SEC on February 26, 1968, as supplemented by the
Form 8-A Registration Statement as filed with the SEC on August 31, 1988, and as
amended by Form 8-A12G/A as filed with the SEC on June 10, 1996.
We will provide to you, including any beneficial owner, upon written or
oral request, the documents incorporated by reference (other than an exhibit to
a filing unless that exhibit is specifically incorporated by reference into that
filing) at no cost, by writing or telephoning us at the following address or
telephone number:
Jeffery Aberdeen
Controller
Commerce Bancshares, Inc.,
1000 Walnut Street
Kansas City, Missouri 64106
(816) 234-2000.
<PAGE>
THE COMPANY
The complete mailing address of our principal executive offices is 1000
Walnut Street, Kansas City, Missouri 64106, telephone number (816) 234-2000.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the common stock
offered hereby.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
Selling Shareholders:
Number of
Number of Number of Shares to
Shares Owned Shares to Be Owned
Name Prior to Sale Be Sold After Sale
Marlene Carlson 858 858 0
Marlene Carlson, transfer on death to 6,844 6,844 0
James J. Carlson
Marlene Carlson, transfer on death to 3,288 3,288 0
Steven D. Carlson
Marlene Carlson, transfer on death to 3,288 3,288 0
Douglas J. Carlson
Marlene Carlson, transfer on death to 913 913 0
Joseph E. Carlson
Marlene Carlson, transfer on death to 913 913 0
Chas. W. Carlson
Marlene Carlson, transfer on death to 913 913 0
Cassie E. Carlson
Wesley C. Houser, trustee under 210,839 210,682 157
agreement dated January 13, 1987
for the benefit of W.C. Houser
Wesley C. Houser, transfer on death 5,250 5,250 0
to Jane M. Houser
Mercantile Trust Company and Wesley 36,012 36,012 0
C. Houser, co-trustees under agreement
dated April 4, 1991 for the benefit of
S.B. Houser
Debra E. Houser 10,205 10,205 0
<PAGE>
Stephen W. Houser 10,205 10,205 0
Dixie Wells 17,020 17,020 0
------- ------- -----
TOTAL 306,548 306,391 157
The Selling Shareholders acquired the shares listed above as a result of a
merger between our wholly-owned subsidiary CBI-Kansas, Inc., a Kansas
corporation, and Columbus Bancshares, Inc., a Kansas corporation.
The Company is registering the shares on behalf of the Selling
Shareholders. As used herein, "Selling Shareholders" includes donees and
pledgees selling shares received from a named Selling Shareholder after the date
of this prospectus. All costs, expenses and fees in connection with the
registration of the shares offered hereby will be borne by the Company.
Brokerage commissions and similar selling expenses, if any, attributable to the
sale of shares will be borne by the Selling Shareholders. Sales of shares may be
effected by Selling Shareholders from time to time in one or more types of
transactions (which may include block transactions), in the over-the-counter
market, in negotiated transactions, through put or call options transactions
relating to the shares, through short sales of shares, or a combination of such
methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. Such transactions may or may not involve brokers or dealers.
The Selling Shareholders have advised the Company that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the Selling Shareholders.
The Selling Shareholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Shareholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The Selling Shareholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. The Company has agreed to indemnify each Selling
Shareholder against certain liabilities, including liabilities arising under the
Securities Act. The Selling Shareholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act.
Because Selling Shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the Selling Shareholders will be
subject to the prospectus delivery requirements of the Securities Act. The
Company has informed the Selling Shareholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales in the market.
Selling Shareholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of such Rule.
<PAGE>
Upon the Company being notified by a Selling Shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the Act,
disclosing (i) the name of each such Selling Shareholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon the Company being notified by a
Selling Shareholder that a donee or pledgee intends to sell more than 500
shares, a supplement to this prospectus will be filed.
LEGAL OPINION
Blackwell Sanders Peper Martin LLP, Two Pershing Square, 2300 Main Street,
Kansas City, Missouri 64108 is issuing a legal opinion attesting to the validity
of the shares of the Company's common stock registered hereby.
EXPERTS
The consolidated balance sheets of the Company and Subsidiaries as of
December 31, 1997 and 1996 and the related statements of income, cash flows and
shareholders' equity for each of the years in the three-year period ended
December 31, 1997 incorporated by reference in the December 31, 1997 annual
report on Form 10-K of the Company which are incorporated by reference herein
have been incorporated in reliance upon the report of KPMG LLP ("KPMG"),
independent certified public accountants, and upon the authority of KPMG as
experts in auditing and accounting.
<PAGE>
PART II
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 (Actual) $3,258
Accounting fees and expenses 5,000
Legal fees and expenses 4,000
Miscellaneous 242
---
Total $12,500
All other expenses in connection with the issuance and sale of the common stock
being registered will be borne by the Selling Shareholders.
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 shareholders 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.
<PAGE>
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, as filed
with the SEC in the quarterly report on Form 10-Q filed on August 9,
1996.
4(b)* Restated By-Laws, as currently amended, as filed with the SEC in the
quarterly report on Form 10-Q filed on August 9, 1996.
4(c)* Shareholder Rights Plan contained in an Amended and Restated Rights
Agreement as filed with the SEC on Form 8-A12G/A on June 10, 1996.
4(d)* Form of Rights Certificate and Election to Exercise as filed with the
SEC on Form 8-A12G/A on June 10, 1996.
4(e)* Form of Certificate of Designation of Preferred Stock as filed with
the SEC on Form 8-A12G/A on June 10, 1996.
5 Opinion of Blackwell Sanders Peper Martin LLP.
23(a) Consent of KPMG LLP.
23(b) Consent of Blackwell Sanders Peper Martin 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.
<PAGE>
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
of securities registered hereby, 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
(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.
<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 4, 1998.
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 4, 1998.
*
--------------------------------------
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) )
Giorgio Balzer )
Fred L. Brown ) A majority of the
James B. Hebenstreit ) Board of Directors
Jonathan M. Kemper )
Mary Ann Krey )
Terry O. Meek )
Benjamin F. Rassieur, III )
Dolph C. Simons )
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.
<PAGE>
EXHIBIT
NUMBER Description of Exhibit
Documents designated by an asterisk (*) are incorporated by reference pursuant
to Rule 411 of the Securities Act of 1933, as amended.
4(a)* Restated Articles of Incorporation, as currently amended, as filed
with the SEC in the quarterly report on Form 10-Q filed on August 9,
1996.
4(b)* Restated By-Laws, as currently amended, as filed with the SEC in the
quarterly report on Form 10-Q filed on August 9, 1996.
4(c)* Shareholder Rights Plan contained in an Amended and Restated Rights
Agreement as filed with the SEC on Form 8-A12G/A on June 10, 1996.
4(d)* Form of Rights Certificate and Election to Exercise as filed with the
SEC on Form 8-A12G/A on June 10, 1996.
4(e)* Form of Certificate of Designation of Preferred Stock as filed with
the SEC on Form 8-A12G/A on June 10, 1996.
5 Opinion of Blackwell Sanders Peper Martin LLP.
23(a) Consent of KPMG LLP.
23(b) Consent of Blackwell Sanders Peper Martin LLP (contained in Exhibit
5).
24 Powers of Attorney
EXHIBIT 5
January 25, 1999
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, 306,391 shares of the Company's common stock to be sold by certain
shareholders of the Company identified in the Registration Statement as "Selling
Shareholders."
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 306,391 shares offered for sale by the
Selling Shareholders have been legally issued and are fully paid and
non-assessable.
We hereby consent to the reference to us under the heading "Legal Opinion"
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 Peper Martin LLP
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, 1998,
relating to the consolidated balance sheets of Commerce Bancshares, Inc. and
Subsidiaries as of December 31, 1997 and 1996 and the related statements of
income, cash flows and shareholders' equity for each of the years in the
three-year period ended December 31, 1997, which report appears in the December
31, 1997 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 LLP
Kansas City, Missouri
January 25, 1999
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned Directors and Officers of Commerce Bancshares, Inc. do
hereby name, constitute and appoint J. Daniel Stinnett, Jeffery D. Aberdeen or
A. Bayard Clark, 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 4th day of December, 1998.
/s/ David W. Kemper /s/ Giorgio Balzer
David W. Kemper Giorgio Balzer
/s/ Fred L. Brown
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 /s/ Terry O. Meek
Mary Ann Krey Terry O. Meek
/s/ Benjamin F. Rassieur, III
Benjamin F. Rassieur, III 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
