<PAGE> 1
As Filed with the Securities and Exchange Commission on June 23, 1995
Registration No. 33------
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------
MAGNA GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 37-0996453
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MAGNA PLACE
1401 SOUTH BRENTWOOD BOULEVARD
ST. LOUIS, MISSOURI 63144-1401
(314) 963-2500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
G. THOMAS ANDES
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ONE MAGNA PLACE
1401 SOUTH BRENTWOOD BOULEVARD
ST. LOUIS, MISSOURI 63144-1401
(314) 963-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------------------------
Copies of all correspondence to:
GERARD K. SANDWEG, JR., ESQ. JOHN D. HARKINS, ESQ.
THOMPSON & MITCHELL MAGNA GROUP, INC.
ONE MERCANTILE CENTER ONE MAGNA PLACE
ST. LOUIS, MISSOURI 63101 1401 S. BRENTWOOD BLVD.
(314) 231-7676 ST. LOUIS, MISSOURI 63144-1401
(314) 963-2500
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being 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 dividend or
interest reinvestment plans, check the following box. [ X ]
<TABLE>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<CAPTION>
Title of each class of Proposed
securities to be Amount to be Proposed maximum maximum aggregate Amount of registration
registered registered offering price per share<F2> offering price<F2> fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$2.00 par value<F1> 72,726 shares $21.82 $1,586,881 $548.00
====================================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> Estimated solely for purposes of calculating the amount of the registration fee pursuant to
Rule 457(c), based upon the average of the high and low prices of Magna Common Stock, $2.00 par
value, reported on the Nasdaq National Market on June 16, 1995.
</TABLE>
----------------------------------------------------
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> 2
PROSPECTUS
72,726 SHARES
MAGNA GROUP, INC.
COMMON STOCK
-------------------------------
This Prospectus relates to 72,726 shares (the "Shares") of Common Stock,
par value $2.00 per share (the "Common Stock"), of Magna Group, Inc., a
Delaware corporation (the "Company"), which are held by former stockholders
(collectively, the "Selling Stockholders") of MGI Group, Inc. and InBank
Group, Inc., two affiliated Missouri corporations (MGI Group, Inc. and InBank
Group, Inc. are hereinafter collectively referred to as the "Acquired
Companies"). See "Selling Stockholders."
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders. All expenses incurred in connection with this
offering are being borne by the Company, other than any commissions or
discounts, if any, paid or allowed by the Selling Stockholders to
underwriters, dealers, brokers or agents. See "Plan of Distribution."
The Selling Stockholders have advised the Company that they intend to
utilize Merrill Lynch, Pierce Fenner & Smith, a market maker ("Merrill
Lynch"), to sell the Shares as soon as practicable after the effectiveness of
the Registration Statement on the Nasdaq National Market at the market prices
then prevailing. The Selling Stockholders and Merrill Lynch may be deemed to
be "underwriters" within the meaning set forth in the Securities Act of 1933,
as amended, and their commissions and discounts, if any, and other
compensation may be regarded as underwriters' compensation. See "Plan of
Distribution."
The Common Stock is traded on the Nasdaq National Market under the symbol
"MAGI." The last reported sale price of the Common Stock as reported on the
Nasdaq National Market on June 22, 1995 was $22.25 per share.
---------------------------------
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.
---------------------------------
The date of this Prospectus is ------, 1995.
<PAGE> 3
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"). These reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and Suite 1300, Seven World Trade Center, New York, New
York 10048. Copies of such material also can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
A Registration Statement under the Securities Act of 1933, as amended, has
been filed with the Commission with respect to the shares of Common Stock
offered hereby. This Prospectus omits certain information contained in the
Registration Statement, including exhibits thereto. For further information
with respect to the Company and the Common Stock, reference is made to the
Registration Statement and exhibits thereto, copies of which may be inspected
at the offices of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 or obtained from the Commission at the same address at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are hereby incorporated
by reference into this Prospectus and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
(c) The description of Common Stock set in the Company's Registration
Statement on Form S-1 (File No. 2-96545) filed on March 20, 1985,
including any amendment or report filed for the purpose of updating
such description; and
(d) The description of Magna's Preferred Share Purchase Rights set
forth in Item 1 of Magna's Registration Statement on Form 8-A, filed
November 11, 1988.
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 hereof and prior to the
termination of this offering, and all amendments or supplements filed with
respect to the documents listed above, shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
of such document. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any subsequently filed document which
also is or 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.
- 2 -
<PAGE> 4
Copies of all documents incorporated by reference into this Prospectus,
other than exhibits to such documents (unless the exhibits are specifically
incorporated by reference into such documents), will be provided without
charge to each person to whom this Prospectus is delivered, upon oral or
written request by such person to Gary D. Hemmer, Executive Vice President,
Administration, Magna Group, Inc., One Magna Place, 1401 South Brentwood
Boulevard, St. Louis, Missouri 63144-1401, telephone: (314) 963-2500.
No person has been authorized in connection with this offering to give any
information or to make any representation not contained in this Prospectus
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company, the Selling Stockholders or any
other person. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, any securities other than those to which
it relates, nor does it constitute an offer to sell or a solicitation of an
offer to purchase by any person in any jurisdiction in which it is unlawful
for such person to make such an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create any implication that the information contained herein is correct as of
any time subsequent to the date hereof.
THE COMPANY
The Company was organized in 1974 and is a registered bank holding company
under the Federal Bank Holding Company Act of 1956, as amended. The Company
currently owns, directly or indirectly, all of the capital stock of two banks
which operate from more than 100 community banking locations serving Missouri
and Illinois.
The Company primarily serves consumers and small-to-midsized businesses in
its markets as a "super community bank," a company whose business centers on a
customer-focused community banking orientation, has cost efficiencies that do
not compromise quality and offers a broad product line that permits a full-
service customer relationship. As of March 31, 1995, the Company reported, on
a consolidated basis, total assets of $4.6 billion, deposits of $3.8 billion,
loans of $3.0 billion and stockholders' equity of $394 million. The Company
had 27,643,817 shares of its Common Stock issued and outstanding as of March
31, 1995.
The Company's principal executive offices are located at One Magna Place,
1401 South Brentwood Boulevard, St. Louis, Missouri 63144-1401 and its
telephone number is (314) 963-2500.
SELLING STOCKHOLDERS
The shares of Common Stock offered by this Prospectus were acquired by the
Selling Stockholders upon the acquisition by the Company of the Acquired
Companies on December 15, 1993. Based on 27,643,817 shares of Common Stock
outstanding on March 31, 1995, the Selling Stockholders owned 74,526 shares,
or 0.27%, of the outstanding Common Stock, 72,726 shares of which are offered
hereby.
The following table sets forth information with respect to the beneficial
ownership of shares of Common Stock by the Selling Stockholders.
<TABLE>
<CAPTION>
Name of Selling Stockholder Number of Shares Amount Offered Hereby
- --------------------------- ---------------- ---------------------
<S> <C> <C>
Roy W. Fischer, Jr. and
Constance L. Fischer 68,279 68,279
- 3 -
<PAGE> 5
Kimberly S. Landry 1,000 500
Lorraine F. Spahr, Trustee of the
Lorraine F. Spahr Revocable
Trust, U/A dated August 19, 1993 4,647 3,647
Cynthia L. Didriksen 300 200
Linda K. Kunkle 300 100
</TABLE>
Lorraine F. Spahr currently serves as President and the sole director of
each of the Acquired Companies while Cynthia L. Didriksen and Linda K. Kunkle
continue to serve in the same capacities as they did prior to the acquisition
of the Acquired Companies by the Company. Each of Roy W. Fischer, Jr.,
Constance L. Fischer and Kimberly S. Landry is not currently employed by
either the Company or the Acquired Companies.
The following table sets forth the positions occupied by each Selling
Stockholder with the Acquired Companies as of June 22, 1995.
<TABLE>
<CAPTION>
Selling Stockholders MGI Group, Inc. InBank Group, Inc.
- -------------------- --------------- ------------------
<S> <C> <C>
Lorraine F. Spahr President and Director President and Director
Cynthia L. Didriksen Vice President and Controller Vice President and Controller
Linda K. Kunkle Vice President of Subsidiary Vice President of Subsidiary
</TABLE>
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Stockholders acting
as principals for their own accounts. The Company will not receive any of the
proceeds of this offering.
The Shares are currently held in the Selling Stockholders' individual
accounts at Kemper Clearing Corp., a registered broker/dealer ("Kemper").
Upon registration of the Shares, Merrill Lynch, a market maker in the
Company's Common Stock, will sell the Shares as agent for the accounts of the
Selling Stockholders. Merrill Lynch has agreed to sell the Shares as soon as
practicable on the Nasdaq National Market at market prices prevailing at the
time of the sale.
Merrill Lynch will not charge a commission for selling the Shares. The
Selling Stockholders, however, will pay any other expenses incurred in
connection with the execution of the trades.
The Company is bearing all of the costs relating to the registration of the
Shares. Any fees payable Merrill Lynch in connection with the sale of any of
the Shares will be borne by the Selling Stockholders. Any commissions paid or
any discounts or concessions allowed to Merrill Lynch may be deemed to be
underwriting commissions or discounts under the Securities Act of 1933, as
amended.
- 4 -
<PAGE> 6
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will be passed
upon for Magna by Thompson & Mitchell, St. Louis, Missouri. Certain lawyers
of the firm as of April 30, 1995 beneficially owned an aggregate of
approximately 40,523 shares of Common Stock.
EXPERTS
The consolidated financial statements of Magna Group, Inc. incorporated by
reference in Magna Group, Inc.'s Annual Report (Form 10-K) for the year ended
December 31, 1994, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference
therein and incorporated herein by reference. Such consolidated financial
statements have been incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
- 5 -
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses payable by the Company
in connection with the sale and distribution of the shares registered
hereby<F*>:
<TABLE>
<S> <C>
SEC registration fee $ 548.00
Accounting fees and expenses 2,000.00
Legal fees and expenses 1,500.00
Miscellaneous expenses 1,452.00
Total $5,500.00
<FN>
- ----------------------
<F*> The Selling Stockholders will pay any sales commissions
incurred in connection with the sale of the Shares registered
hereunder.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of
Delaware provides generally and in pertinent part that a Delaware
corporation may indemnify its directors and officers against
expenses, judgments, fines and settlements actually and
reasonably incurred by them in connection with any civil suit or
action, except actions by or in the right of the corporation, or
any administrative or investigative proceeding if, in connection
with the matters in issue, they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the
best interest of the corporation, and in connection with any
criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was
unlawful. Section 145 further permits a Delaware corporation to
grant its directors and officers additional rights of
indemnification through bylaw provisions and otherwise and to
purchase indemnity insurance on behalf of its directors and
officers.
Article 12 of the Company's Certificate of Incorporation
provides for the elimination of personal liability of directors
of the Company to the Company and its stockholders for monetary
damages arising from certain breaches of directors' duty of care.
In addition, Article 12 provides for the indemnification of
persons who are or were directors, officers, employees and agents
of the Company or who are or were serving at the request of the
Company in a similar capacity with another enterprise or entity
to the fullest extent authorized by the Delaware General
Corporation Law. Article 12 also authorizes the Company to
purchase insurance for itself and indemnifiable persons against
any expense, liability or loss whether or not the Company would
have the power to indemnify such expense, liability or loss under
the Delaware General Corporation Law.
The Company maintains a liability insurance policy which
indemnifies directors, officers, employees and agents of the
Company. As part of its acquisition of Landmark Bancshares
Corporation ("Landmark") in 1991, the Company assumed Landmark's
obligations under indemnification agreements with Landmark's
directors (including certain directors who are currently
directors of the Company) and obligations under an employment
agreement between Landmark and S. Lee Kling (also a current
director of the Company).
II-1
<PAGE> 8
ITEM 16. EXHIBITS
See Exhibit Index.
ITEM 17. UNDERTAKINGS
(a) 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 this registration
statement (or the most recent post-effective amendment
hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs (i) and (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.
(b) 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 this
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.
(c) 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 Securities Act of 1933 and is,
II-2
<PAGE> 9
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.
II-3
<PAGE> 10
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 Brentwood, County of St. Louis, State of Missouri, on
June 21, 1995.
MAGNA GROUP, INC.
By /s/ G. Thomas Andes
-------------------------------
G. Thomas Andes
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Magna Group,
Inc., hereby severally and individually constitute and appoint G.
Thomas Andes and Carolyn B. Ryseff, and each of them, the true
and lawful attorneys and agents of each of us to execute in the
name, place and stead of each of us (individually and in any
capacity stated below) any and all amendments to this
Registration Statement on Form S-3 and all instruments necessary
or advisable in connection therewith and to file the same with
the Securities and Exchange Commission, each of said attorneys
and agents to have the power to act with or without the others
and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as
fully and to all intents and purposes as any of the undersigned
might or could do in person, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys and agents
or each of them to any and all such amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ G. Thomas Andes Chairman of the Board, June 21, 1995
- ------------------------------------- Chief Executive
G. Thomas Andes Officer and Director
Principal Executive Officer
/s/ Luckett G. Maynard Executive Vice President and June 21, 1995
- ------------------------------------- Chief Financial Officer
Luckett G. Maynard
Principal Financial Officer--
Principal Accounting Officer
/s/ James A. Auffenberg, Jr. Director June 21, 1995
- -------------------------------------
James A. Auffenberg, Jr.
/s/ William E. Cribbin Director June 21, 1995
- -------------------------------------
William E. Cribbin
II-4
<PAGE> 11
/s/ Wayne T. Ewing Director June 21, 1995
- -------------------------------------
Wayne T. Ewing
/s/ Donald P. Gallop Director June 21, 1995
- -------------------------------------
Donald P. Gallop
/s/ C.E. Heiligenstein Director June 21, 1995
- -------------------------------------
C.E. Heiligenstein
/s/ Carl G. Hogan, Sr. Director June 21, 1995
- -------------------------------------
Carl G. Hogan, Sr.
/s/ Franklin A. Jacobs Director June 21, 1995
- -------------------------------------
Franklin A. Jacobs
Director June __, 1995
- -------------------------------------
Wendell J. Kelley
Director June __, 1995
- -------------------------------------
S. Lee Kling
/s/ Ralph F. Korte Director June 21, 1995
- -------------------------------------
Ralph F. Korte
/s/ Robert E. McGlynn Director June 21, 1995
- -------------------------------------
Robert E. McGlynn
/s/ Frank R. Trulaske, III Director June 21, 1995
- -------------------------------------
Frank R. Trulaske, III
/s/ Dr. George T. Wilkins, Jr. Director June 21, 1995
- --------------------------------
Dr. George T. Wilkins, Jr.
</TABLE>
II-5
<PAGE> 12
MAGNA GROUP, INC.
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
4.1 Form of Indenture, including form of Note, between the
Company and Mark Twain Bank, as trustee, dated
August 1, 1987 for the 7% Convertible Subordinated
Capital Notes Due 1999 (filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A dated
June 15, 1988 (File No. 0-8234) and incorporated
herein by reference).
4.2 Indenture (File No. 0-8234) dated as of November 1,
1986 between Landmark and Centerre Trust Company of
St. Louis, regarding the issuance of $17,250,000
principal amount of Landmark's 8-3/4% Convertible
Subordinated Debentures due November 1, 1998 (filed as
Exhibit 4(c) to Landmark's Annual Report on Form 10-K
for the year ended December 31, 1986 (File No. 1-8810)
and incorporated herein by reference).
4.3 First Supplemental Indenture dated December 20, 1991
among the Company, Magna Acquisition Corporation and
Boatmen's National Bank of St. Louis as successor to
Centerre Trust Company of St. Louis, Trustee, assuming
the obligations of Landmark under the Indenture dated
November 1, 1986 (filed as Exhibit 4.2 to the
Company's Current Report on Form 8-K dated
December 20, 1991 (File No. 0-8234) and incorporated
herein by reference).
4.4 Rights Agreement, including form of Right Certificate,
dated as of November 11, 1988 between the Company and
Magna Trust Company, Trustee (filed as Exhibits 1 and
2 to the Company's Registration Statement on Form 8-A
dated November 11, 1988 (File No. 0-8234) and
incorporated herein by reference).
5.1 Opinion of Thompson & Mitchell as to the legality of
the securities being registered.
23.1 Consent of Ernst & Young LLP with regard to the use of
its report on the Company's financial statements.
23.2 Consent of Thompson & Mitchell (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page hereto)
</TABLE>
<PAGE> 1
Exhibit 5.1
[Letterhead of Thompson & Mitchell
June 23, 1995
Magna Group, Inc.
One Magna Place
1401 South Brentwood Boulevard
St. Louis, Missouri 63144-1401
Re: Registration Statement on Form S-3
72,726 Shares of Common Stock, $2.00 Par Value
Gentlemen:
We refer you to the Registration Statement on Form S-3 to be filed
by Magna Group, Inc. (the "Company"), on June 23, 1995 (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, pertaining to the proposed sale by certain
stockholders of the Company (the "Selling Stockholders") of 72,726 shares of
the Company's common stock, $2.00 par value (the "Shares"), issued in
connection with the purchase of all the issued and outstanding capital stock
of MGI Group, Inc., a Missouri corporation and InBank Group, Inc., a Missouri
corporation. In rendering the opinions set forth herein, we have examined
such corporate records of the Company, such laws and such other information as
we have deemed relevant, including the Company's Certificate of Incorporation,
as amended and currently in effect, and Bylaws, the resolutions adopted by the
Company's Board of Directors relating to the issuance of the Shares,
certificates received from state officials and statements we have received
from officers and representatives of the Company. In delivering this opinion,
the undersigned assume the genuineness of all signatures; the authenticity of
all documents submitted to us as originals; the conformity to the originals of
all documents submitted to us as certified, photostatic or conformed copies;
the authenticity of the originals of all such latter documents; and the
correctness of statements submitted to us by officers and representatives of
the Company.
Based solely on the foregoing, the undersigned is of the opinion
that:
1. The Company is duly incorporated and is validly existing
under the laws of the State of Delaware; and
2. The Shares to be sold by the Selling Stockholders pursuant
to the Registration Statement have been duly authorized and validly issued,
and are fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the section of the
Prospectus entitled "Legal Matters."
Very truly yours,
/s/ Thompson & Mitchell
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
-------------------------------
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of Magna Group, Inc.
for the registration of 72,726 shares of common stock and to the
incorporation by reference therein of our report dated January 18, 1995, with
respect to the consolidated financial statements of Magna Group, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
June 22, 1995
