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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 1994
WORTHEN BANKING CORPORATION
(Exact name of registrant as specified in its charter)
Arkansas 1-8525 71-6066857
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Worthen Banking Corporation
Worthen Bank Building
200 West Capitol Avenue
Little Rock, Arkansas 72201
(Address, including Zip Code, of principal executive offices)
(501) 378-1521
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On August 18, 1994, Worthen Banking Corporation announced that it
executed an Agreement and Plan of Merger on that date with Boatmen's Bancshares,
Inc., and BBI Acquisitionco, Inc.
Item 7. Financial Statements and Exhibits.
Page
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A) A copy of Worthen Banking Corporation's
press release regarding the execution of
the Agreement and Plan of Merger. 5
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WORTHEN BANKING CORPORATION
/s/ Alan C. King
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Alan C. King
Senior Vice President and
Chief Accounting Officer
DATE September 9, 1994
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k:pjs 5244.041
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EXHIBIT INDEX
Exhibit Number Description
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99 A copy of Worthen Banking Corporation's press release
regarding the execution of the Agreement and Plan of
Merger is attached as Exhibit A (beginning on page 5)
to this Form 8-K.
4
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EXHIBIT 99
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BOATMEN'S BANCSHARES SIGNS AGREEMENT TO PURCHASE
WORTHEN
LITTLE ROCK, AR, AUGUST 18, 1994-- Worthen Banking Corporation (ASE:WOR)
announced that it has agreed to be acquired by Boatmen's Bancshares, Inc.
(NASDAQ;BOAT), headquartered in St. Louis, in a stock transaction valued at
approximately $595 million.
Under terms of the agreement, Boatmen's will exchange one share of its
common stock for each share of Worthen's. As of August 18, 1994, Worthen had
17.033 million shares issued and outstanding. Fully diluted to recognize
outstanding options, the number of Worthen shares would be approximately 17.34
million shares.
Curt Bradbury, chairman and chief executive officer of Worthen Banking
Corporation, commented, "Based on Worthen's strong record of performance, a
number of strategic alternatives have been considered by Worthen over the past
year. We are pleased with this agreement because it provides attractive rewards
for our shareholders and the financial strength of Boatmen's will significantly
expand the quality and convenience of service to customers in Arkansas and
Texas. Boatmen's has a long, proud tradition: Founded in 1847, it is the
oldest banking organization west of the Mississippi River." Bradbury continued,
"Boatmen's brings to us the resources of a $28 billion company."
Andrew B. Craig, III, chairman and chief executive officer of Boatmen's
Bancshares, pointed out, "We are extremely pleased with the opportunity to
significantly expand our existing franchise in Arkansas. Worthen fits our
acquisition criteria perfectly, with superior asset quality and an excellent
management team." Craig added, "Through our Superior Federal subsidiary we are
quite familiar with Arkansas and know that this is an excellent state in which
to do business. Our philosophy has always been that the vast majority of loan
decisions are made at the local level and we look forward to serving the needs
of the consumer and commercial markets."
Superior Federal, based in Fort Smith, has 39 locations in Arkansas and 18
locations in Oklahoma. As of June 30, 1994, Superior Federal's assets were
about $1.2 billion.
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The transaction is expected to close by the first quarter of 1995, subject
to regulatory approvals and approval by Worthen shareholders.
Both companies reported strong financial results for the first half of
1994. Worthen earned $23.8 million, an increase of 16 percent over year-ago
results, excluding nonrecurring items, while Boatmen's posted record net income
of $173.6 million, representing an increase of 9 percent over the comparable
year-earlier period.
Worthen is the second largest bank holding company in Arkansas, with
approximately $3.5 billion in assets and $3.0 billion in deposits as of June 30,
1994. The company operates 112 retail banking offices in Arkansas and six
offices in the Austin, Texas area.
Boatmen's Bancshares, with assets of approximately $28 billion, is one of
the 30 largest U. S. bank holding companies, operating more than 400 locations
in nine states -- Arkansas, Illinois, Iowa, Kansas, Missouri, New Mexico,
Oklahoma, Tennessee, and Texas.
-table attached-
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Boatmen's Bancshares
Pro Forma Financial Highlights
<TABLE>
<CAPTION>
Pro Forma
Boatmen's Worthen Combined
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<S> <C> <C> <C>
At June 30, 1994 ($ millions)
Assets $27,583 $3,527 $31,110
Loans 15,701 1,783 17,484
Reserve for loan losses 344 34 378
Deposits 20,243 2,968 23,211
Long-term debt 514 43 557
Equity 2,173 293 2,466
Nonperforming assets
(including past due) 250 18 268
Equity/assets 7.88% 8.32% 7.93%
Tangible equity/assets 7.00% 7.59% 7.07%
Reserve/nonperfoming loans 240% 212% 237%
Offices 425 118 543
Employees 14,485 2,215 16,700
For the Six Months ended June 30, 1994
($ millions)
Net interest income (FTE) $ 522.0 $ 71.6
Provisions for loan losses 13.0 0.8
Noninterest income 259.9 35.3
Noninterest expense 487.1 67.3
Net income 173.6 23.8
Return on assets 1.29% 1.36%
Return on equity 16.11% 16.86%
Net interest margin 4.33% 4.52%
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Contact: Kevin R. Stitt, Boatmen's, 314/466/7662
