UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Homeland Bankshares Corporation
(NAME OF ISSUER)
Common Stock, $12.50 Par Value
(TITLE OF CLASS OF SECURITIES)
(CUSIP NUMBER)
G. Thomas Andes
One Magna Place
1401 South Brentwood Boulevard
St. Louis, Missouri
63144-1401
(314) 963-2500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
August 30, 1996
(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement: [ X ]. (A fee is not required only if the report-
ing person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five per-
cent or less of such class.)
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Sec-
tion 18 of the Securities Exchange Act of 1934 (the "Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
The total number of shares reported herein is 1,134,972
shares, which constitutes approximately 19.9% of the total num-
ber of shares outstanding. Unless otherwise indicated, all
ownership percentages set forth herein assume that at August
30, 1996, there were 5,703,378 shares outstanding.
(Continued on following pages)
Page 1 of 13 Pages<PAGE>
CUSIP NO. PAGE 2 of 13 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Magna Group, Inc.
IRS Employer Identification No. 37-0996453
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / /
(B) / /
Not Applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) / /
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 1,134,972<F1>
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER
1,134,972<F1>
10. SHARED DISPOSITIVE POWER
0
<F1>
The Reporting Person disclaims beneficial ownership of these
shares pursuant to Rule 13d-4 under the Securities Exchange Act
of 1934, as amended. See Item 5 of this Schedule 13D.
Page 2 of 13 Pages<PAGE>
CUSIP NO. PAGE 3 of 13 Pages
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,134,972<F1>
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%<F2>
14. TYPE OF REPORTING PERSON
CO, BK
<F2>
Adjusted to reflect the issuance of 1,134,972 shares as
described herein.
Page 3 of 13 Pages<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value
$12.50 per share, of Homeland Bankshares Corporation ("Homeland
Common Stock"). The principal executive offices of Homeland
Bankshares Corporation ("Homeland"), a corporation organized
and existing under the laws of the State of Iowa and registered
as a bank holding company under the Bank Holding Company Act of
1956, as amended (the "BHC Act"), are located at 299 East Park
Avenue, Waterloo, Iowa 50704-5300.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Magna Group, Inc., a corpo-
ration organized and existing under the laws of the State of
Delaware and registered as a bank holding company under the BHC
Act ("Magna"). Magna has 106 banking locations throughout Il-
linois and Missouri, and also operates a trust and brokerage
company. Magna's principal executive offices are located at
One Magna Place, 1401 South Brentwood Boulevard, St. Louis,
Missouri 63114-1401.
Other than executive officers and directors, there are no
persons or corporations controlling or ultimately in control of
Magna.
During the last five years, to the best of Magna's knowl-
edged, neither Magna nor any of its executive officers or di-
rectors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as result of which Magna or such person
was or is subject to a judgment, decree, or final order en-
joining future violations of, or prohibiting or mandating ac-
tivities subject to, federal or state securities laws, or find-
ing any violation with respect to such laws, and which judg-
ment, decree or final order was not subsequently vacated.
Each executive officer and each director of Magna is a
citizen of the United States. The name, business address, and
present principal occupation of each executive officer and di-
rector is set forth in Exhibit 99.1 to this Schedule 13D and is
specifically incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT FUNDS OR OTHER CONSIDERATION.
Pursuant to a Stock Option Agreement, dated as of August
30, 1996, between Magna and Homeland (the "Option Agreement"),
Homeland has granted Magna an irrevocable option to purchase
the shares of Homeland Common Stock covered by this Schedule
Page 4 of 13 Pages<PAGE>
13D (the "Option"). Specifically, the Option grants Magna the
right to purchase up to 1,134,972 authorized but unissued
shares, subject to certain adjustments, of Homeland Common
Stock at a price, subject to certain adjustments, of $34.00 per
share. The Option was granted by Homeland as a condition of
and in consideration for Magna's entering into the Agreement
and Plan of Reorganization, dated August 30, 1996, between Ma-
gna and Homeland (the "Merger Agreement").
The exercise of the Option for the full number of shares
currently covered thereby would require aggregate funds of
$38,589,048. It is anticipated that, should the Option become
exercisable and should Magna decide to exercise the Option,
Magna would obtain the funds for purchase from working capital
or by borrowing from other parties whose identity is not yet
known.
A copy of the Option Agreement is included as Exhibit 2 to
Magna's Current Report on Form 8-K dated August 30, 1996 and
filed with the Securities and Exchange Commission on September
9, 1996 (File No. 0-8234) (the "Magna 8-K"), which is hereby
incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
Set forth below is a description of certain provisions of
the Merger Agreement. Such description is qualified in its
entirety by reference to the copy of the Merger Agreement filed
as Exhibit 2 to the Magna 8-K and is hereby incorporated by
reference herein.
Prior to the execution of the Option Agreement, Magna en-
tered into the Merger Agreement pursuant to which Homeland will
merge with and into a subsidiary of Magna (the "Merger"). In
accordance with the terms of the Merger Agreement, each share
of Homeland Common Stock outstanding immediately prior to the
effective time of the Merger (the "Effective Time") may be ex-
changed for 1.55 shares of Magna common stock, par value $2.00
per share ("Magna Common Stock"), for up to 57% of the ag-
gregate consideration or for $37.50 in cash for up to 43% of
the aggregate consideration, subject to adjustment as of clos-
ing to equalize the cash and stock consideration. Homeland
shareholders may elect to receive all Magna Common Stock, all
cash or a mixture of Magna Common Stock and cash, subject to
certain limitations. Following the Merger, Homeland Common
Stock will be eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Page 5 of 13 Pages<PAGE>
Consummation of the transactions contemplated by the
Merger Agreement is subject to the terms and conditions con-
tained in the Merger Agreement, including the receipt of ap-
proval of the Merger by the shareholders of Homeland, registra-
tion of the shares of Magna Common Stock to be issued in the
Merger under the Securities Act of 1933, as amended (the "Secu-
rities Act") and applicable state securities laws, the receipt
of certain regulatory approvals, and the receipt of a favorable
legal opinion with respect to the tax consequences of the
transactions contemplated by the Merger. The Merger Agreement
and the transactions contemplated by the Merger Agreement will
be submitted for approval at a meeting of the shareholders of
Homeland that is expected to take place in the first quarter of
1997.
Pursuant to the Merger Agreement, Homeland and Magna gen-
erally have agreed to operate their respective businesses and
engage in transactions only in the ordinary course and to take
no action that would adversely affect the ability of either to
obtain any necessary approvals of governmental authorities or
to perform their covenants under the Merger Agreement. Home-
land also has agreed that prior to the earlier of the Effective
Time or termination of the Merger Agreement, it will not (i)
pay dividends on, repurchase, redeem or grant options on, its
capital stock (other than regular quarterly dividends); (ii)
enter into or amend any employment or similar arrangement;
(iii) authorize, propose or announce, or enter into an agree-
ment in principle with respect to any merger, consolidation,
disposition of assets or similar transaction or solicit or en-
courage discussions with third parties relating to any of the
foregoing; (iv) propose or adopt any amendments to its articles
of incorporation or bylaws; (v) issue, grant or confer any of
its equity securities or effect any stock split or otherwise
alter its capitalization; (vi) without prior consultation with
Magna, enter into, renew or increase any loan or credit commit-
ment in excess of specified amounts; or (vii) without prior
consultation with Magna, restructure or materially change its
investment portfolio.
Homeland and Magna each will pay its own expenses incurred
by it in connection with the transactions contemplated by the
Merger Agreement.
Except as set forth herein, Magna does not have any cur-
rent plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional shares of
Homeland Common Stock or the disposition of shares of
Homeland Common Stock;
Page 6 of 13 Pages<PAGE>
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
Homeland or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
Homeland or any of its subsidiaries;
(d) Any change in the present Board of Directors or man-
agement of Homeland, including any plans or proposals
to change the number or terms of directors or to fill
any existing vacancies on the Board of Directors;
(e) Any material change in the present capitalization or
dividend policy of Homeland;
(f) Any other material change in the business or corpo-
rate structure of Homeland;
(g) Any changes in the articles of incorporation or by-
laws of Homeland which may impede the acquisition of
control of Homeland by any person; or
(h) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Although the Option does not allow Magna to purchase any
shares of Homeland Common Stock pursuant thereto unless the
specified conditions allowing exercise occur, assuming for pur-
poses of this Item 5 that such conditions occur and Magna is
entitled to purchase shares of Homeland Common Stock pursuant
to the Option, Magna would own 1,134,972 shares of Homeland
Common Stock, or approximately 16.6% of the total shares of
Homeland Common Stock outstanding as of such date adjusted to
reflect the issuance to Magna of such 1,134,972 shares.
Under the Option Agreement, Magna currently does not have
the right to acquire any shares of Homeland Common Stock unless
specific events occur. Accordingly, Magna does not have sole
or shared voting or dispositive power with respect to any
shares of Homeland Common Stock, and Magna therefore disclaims
beneficial ownership of the Homeland Common Stock subject to
the Option until the events allowing exercise occur. Assuming
for purposes of this Item 5, however, that events occur that
would enable Magna to exercise the Option, Magna would have the
right to purchase up to 1,134,972 shares, subject to adjustment
as described above, of Homeland Common Stock, as to which it
would have sole voting power and sole dispositive power, sub-
ject to the right of Homeland to repurchase such shares under
the circumstances described under Item 6 of this Schedule 13D.
Page 7 of 13 Pages<PAGE>
To the best of Magna's knowledge, no shares of Homeland
Common Stock are beneficially owned by any executive officer or
director of Magna.
Except for the issuance of the Option, no transactions in
Homeland Common Stock were effected during the past 60 days by
Magna or, to the best of Magna's knowledge, by any executive
officer or director of Magna. In addition, no other person is
known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
the securities covered by this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-
SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Option Agreement
Set forth below is a description of certain provisions of
the Option Agreement. The description is qualified in its en-
tirety by reference to the copy of the Option Agreement filed
as Exhibit 99.1 to the Magna 8-K and is hereby incorporated by
reference herein.
The Option Agreement provides for the purchase by Magna of
up to 1,134,972 shares, subject to certain adjustments, of
Homeland Common Stock (the "Option Shares") at an exercise
price, subject to certain adjustments, of $34.00 per share,
payable in cash. The Option Shares, if issued pursuant to the
Option Agreement, would represent approximately 19.9% of the
Homeland Common Stock issued and outstanding without giving
effect to the issuance of any shares pursuant to an exercise of
the Option.
The number of shares of Homeland Common Stock subject to
the Option will be increased to the extent that Homeland issues
additional shares of Homeland Common Stock (otherwise than pur-
suant to an exercise of the Option) such that the number of
Option Shares continues to equal 19.9% of the Homeland Common
Stock then issued and outstanding, without giving effect to the
issuance of shares pursuant to an exercise of the Option. The
number of shares of Homeland Common Stock subject to the Op-
tion, and the applicable exercise price per Option Share, also
will be appropriately adjusted in the event of any stock divi-
dend, stock split, split-up, recapitalization, combination,
exchange of shares or similar transaction relating to Homeland.
Magna may exercise the Option, in whole or
in part, subject to regulatory approval, at any time following
Page 8 of 13 Pages<PAGE>
a "Purchase Event" which occurs prior to termination of the Op-
tion. "Purchase Event" means (i) Homeland or any of its sub-
sidiaries, without having received prior written consent from
Magna, shall have entered into, authorized, recommended, pro-
posed or publicly announced its intention to enter into, autho-
rize, recommend, or propose, an agreement, arrangement or un-
derstanding with any person (other than Magna or any of its
subsidiaries) to (1) effect a merger or consolidation or simi-
lar transaction involving Homeland or any of its subsidiaries,
(2) purchase, lease or otherwise acquire 15% or more of the
assets of Homeland or any of its subsidiaries or (3) purchase
or otherwise acquire (including by way of merger, consolida-
tion, share exchange or similar transaction) Beneficial Owner-
ship (as defined in Rule 13d-3 under the Exchange Act) of secu-
rities representing 10% or more of the voting power of Homeland
or any of its subsidiaries; (ii) any person (other than Magna
or any subsidiary of Magna, or Homeland or any subsidiary of
Homeland in a fiduciary capacity) shall have acquired Benefi-
cial Ownership or the right to acquire Beneficial Ownership of
10% or more of the voting power of Homeland; (iii) Homeland's
Board of Directors shall have withdrawn or modified in a manner
adverse to Magna the recommendation of Homeland's Board of Di-
rectors with respect to the Merger Agreement, in each case af-
ter an Extension Event (as defined below); or (iv) the holders
of Homeland Common Stock shall not have approved the Merger
Agreement at their special meeting, or such special meeting
shall not have been held or shall have been cancelled prior to
termination of the Merger Agreement in accordance with its
terms, in each case after an Extension Event.
The term "Extension Event" means any of: (i) a Purchase
Event of the type specified in clauses (i) and (ii) in the pre-
ceding paragraph; (ii) any person (other than Magna or any of
its subsidiaries) shall have "commenced" (as such term is de-
fined in Rule 14d-2 under the Exchange Act), or shall have
filed a registration statement under the Securities Act with
respect to, a tender offer or exchange offer to purchase shares
of Homeland Common Stock such that, upon consummation of such
offer, such person would have Beneficial Ownership or the right
to acquire Beneficial Ownership of 10% or more of the voting
power of Homeland; or (iii) any person (other than Magna or any
subsidiary of Magna, or Homeland or any subsidiary of Homeland
in a fiduciary capacity) shall have publicly announced its
willingness, or shall have publicly announced a proposal, or
publicly disclosed an intention to make a proposal, (x) to make
an offer described in clause (ii) of this sentence or (y) to
engage in a transaction described in clause (i) of this sen-
tence.
Page 9 of 13 Pages<PAGE>
The Option terminates (i) on the earlier of (x) the Effec-
tive Time of the Merger and (y) the termination of the Merger
Agreement, provided that if such termination follows an Ex-
tension Event, the Option will not terminate until a date that
is 18 months following such termination or (ii) if the Option
cannot be exercised on such day because of any injunction, or-
der or similar restraint issued by a court of competent ju-
risdiction, on the 30th business day after such injunction,
order or restraint shall have been dissolved or when such in-
junction, order or restraint shall have become permanent and no
longer subject to appeal, as the case may be.
The Option Agreement further provides that, to the extent
not terminated pursuant to its terms, from and after the date
of a Purchase Event until 13 months immediately thereafter (the
"Repurchase Period"), Magna will be entitled to require Home-
land to repurchase for cash the Option from Magna together with
all (but not less than all) shares of Homeland Common Stock
purchased by Magna pursuant thereto, at a price equal to the
sum of: (i) the exercise price paid by Magna for any shares of
Homeland Common Stock acquired pursuant to the Option; (ii) the
difference between (1) the "Market/Tender Offer Price" for
shares of Homeland Common Stock (defined as the higher of (x)
the highest price per share at which a tender or exchange offer
has been made for shares of Homeland Common Stock or (y) the
highest closing mean of the "bid" and "ask" price per share of Home-
land Common Stock reported by the Nasdaq Stock Market National Market
for any day within that portion of the Repurchase Period which
precedes the date Magna gives notice of the required repur-
chase) and (2) the exercise price, multiplied by the number of
shares of Homeland Common Stock with respect to which the Op-
tion has not been exercised, but only if the Market/Tender Of-
fer Price is greater than such exercise price; (iii) the dif-
ference between the Market/Tender Offer Price and the exercise
price paid by Magna for any shares of Homeland Common Stock
purchased pursuant to the exercise of the Option, multiplied by
the number of shares so purchased, but only if the Market/
Tender Offer Price is greater than such exercise price; and
(iv) Magna's reasonable out-of-pocket expenses incurred in con-
nection with the transactions contemplated by the Merger Agree-
ment, including, without limitation, legal, accounting and in-
vestment banking fees.
At any time after a Purchase Event prior to the termina-
tion of the Option, Magna (on behalf of itself or any subse-
quent Holder) may demand that the Option and the related Option
Shares be registered under the Securities Act in the next reg-
istration statement filed under the Securities Act by Homeland.
Page 10 of 13 Pages<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed as part of this Schedule
13D:
Exhibit 2 - Agreement and Plan of Reorganization, dated Au-
gust 30, 1996, between Magna and Homeland (in-
corporated by reference to Exhibit 2 to the Ma-
gna 8-K).
Exhibit 99.1 - Name, Business Address, and Present Principal
Occupation of Each Executive Officer and Direc-
tor of Magna.
Exhibit 99.2 - Stock Option Agreement, dated August 30, 1996,
between Magna, as grantee, and Homeland, as is-
suer (incorporated by reference to Exhibit 99.1
to the Magna 8-K).
Page 11 of 13 Pages<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete, and correct.
MAGNA GROUP, INC.
By: /s/ Ronald A. Buerges
Name: Ronald A. Buerges
Title: Executive Vice
President and Chief
Financial Officer
September 9, 1996
Page 12 of 13 Pages<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
Exhibit 2 - Agreement and Plan of Reorganization,
dated August 30, 1996, between Magna
and Homeland (incorporated by reference
to Exhibit 2 to the Magna 8-K).
Exhibit 99.1 - Name, Business Address, and Present
Principal Occupation of Each
Executive Officer and Director
of Magna.
Exhibit 99.2 - Stock Option Agreement, dated August
30, 1996, between Magna, as grantee,
and Homeland, as issuer (incorporated
by reference to Exhibit 99.1 to the
Magna 8-K).
Page 13 of 13 Pages
EXHIBIT 99.1
DIRECTORS
---------
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
G. Thomas Andes 1401 South Brentwood Chairman of the Board and
Blvd. Chief Executive Officer of
St. Louis, Missouri Magna.
63144-1401
James A. 901 South Illinois President and Director of
Auffenberg, Jr. Street St. Clair AutoMall,
Belleville, Illinois Auffenberg Belleville and
62220 Auffenberg Enterprises of
Illinois, Inc.
Wayne T. Ewing 123 Robert S. Kerr Senior Vice President of
P.O. Box 25861 Kerr-McGee Corporation.
Oklahoma City,
Oklahoma 73102
Donald P. Gallop Interco Corporate Chairman of the law firm of
Tower Gallop, Johnson & Neuman,
101 South Hanley L.C.
St. Louis, Missouri
63105
Randall E. Ganim 1 Bronze Pointe Certified Public Accountant,
Swansea, Illinois Managing Partner, Ganim,
62226 Medor, Childers & Hoering,
P.C.
C. E. Heiligenstein 30 Public Square Attorney, Heiligenstein &
Belleville, Illinois Badgley, P.C.
62220
John G. Helmkamp, 4900 Manitou Retired Chairman of the Board
Jr. Godfrey, Illinois and Chief Executive Officer
62035 of River Bend Bancshares,
Inc., which was acquired by
Magna in February 1996.
Carl G. Hogan, Sr. 1000 North 14th Chairman of the Board and
Street Chief Executive Officer,
P.O. Box 7521 Hogan Motor Leasing, Inc.,
St. Louis, Missouri a truck leasing and
63106 transportation firm.<PAGE>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
Franklin A. Jacobs 9387 Dielman Chairman of the Board and
Industrial Drive Chief Executive Officer,
St. Louis, Missouri Falcon Products, Inc.,
63132 commercial furniture
manufacturer.
Wendell J. Kelley 65 Dellwood Drive Retired Chairman of the
Decatur, Illinois Board and Chief Executive
62521 Officer, Illinois Power
Company, a public utility
company.
S. Lee Kling 1401 South Brentwood Chairman of the Board,
Blvd. Kling Rechter & Co.,
Suite 800 merchant banking.
St. Louis, Missouri
63144-1401
Ralph F. Korte The Annex - Suite 300 Chairman of the Board,
700 St. Louis Union Korte Construction Company,
Station a general construction firm.
St. Louis, Missouri
63103
Robert E. McGlynn 65 South 65th Street Attorney, McGlynn & McGlynn.
Belleville, Illinois
62223
Frank R. Trulaske 865 Hoff Road Owner and President of True
O'Fallon, Missouri Fitness Technology, Inc., a
63366 manufacturer of treadmills
for residential, commercial
and medical use.
George T. Wilkins, 44 South Shore Drive Physician
Jr. Culver, Indiana
46511<PAGE>
EXECUTIVE OFFICERS
------------------
NAME BUSINESS ADDRESS TITLE
---- ---------------- --------------------
Ronald A. Buerges 1401 South Brentwood Executive Vice President and
Blvd. Chief Financial Officer
St. Louis, Missouri
63144-1401
Linda K. Fabel 1401 South Brentwood Executive Vice President
Blvd.
St. Louis, Missouri
63144-1401
David D. Harris 1401 South Brentwood Executive Vice President
Blvd.
St. Louis, Missouri
63144-1401
Gary D. Hemmer 1401 South Brentwood Executive Vice President
Blvd.
St. Louis, Missouri
63144-1401
Robert M. Olson, 1401 South Brentwood Executive Vice President
Jr. Blvd.
St. Louis, Missouri
63144-1401
