SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Date of Report (Date of earliest event reported): March 1, 1997
MAGNA GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-12405 37-0996453
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
One Magna Place, 1401 South Brentwood Blvd., St. Louis,
Missouri 63144-1401
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(Address of principal executive offices) (Zip Code)
(314) 963-2500
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(Registrant's telephone number, including area code) <PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
Effective as of March 1, 1997, Magna Group, Inc. ("Ma-
gna") completed its acquisition of Homeland Bankshares Corpora-
tion, Waterloo, Iowa ("Homeland"). The total assets of Homeland
at the date of the acquisition were approximately $1.2 billion.
The acquisition will be accounted for by Magna under the purchase
method of accounting. The acquisition gives Magna a significant
presence in Illinois, Iowa, and Missouri.
Under the terms of the agreement between Magna and Home-
land (the "Merger Agreement"), Magna will issue 5,038,934 shares
of Magna common stock and $92,012,638 in cash for the 5,703,378
shares of Homeland common stock. The transaction has a current
aggregate market value of approximately $252 million.
Based on the average price of Magna common stock during
the ten-trading day valuation period from February 5 and February
19, each share of Homeland common stock may be exchanged for ap-
proximately 1.418 shares of Magna common stock, or approximately
$42.80 in cash. The terms of the Merger Agreement gave Homeland
shareholders the choice of receiving their distribution in all
Magna common stock, all cash, or a mixture of stock and cash, sub-
ject to certain limitations.
Erl A. Schmiesing, chairman, president and chief execu-
tive officer, Homeland, and Douglas K. Shull, treasurer and chief
financial officer, Casey's General Stores, Inc., became directors
of Magna effective as of March 1, 1997.<PAGE>
Signatures
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Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
MAGNA GROUP, INC.
(Registrant)
By: /s/ Ronald A. Buerges
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Name: Ronald A. Buerges
Title: Executive Vice
President and Chief Finan-
cial Officer
Dated: March 4, 1997
