<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Boatmen's Bancshares, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Boatmen's Bancshares, Inc.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii)/, 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*1*
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
- -------------------
*1* Set forth the amount on which the filing fee is calculated and state how
it was determined.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
(1) Amount previously paid:
- -------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- -------------------------------------------------------------------------------
(3) Filing party:
- -------------------------------------------------------------------------------
(4) Date filed:
- -------------------------------------------------------------------------------
<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March --, 1994
TO SHAREHOLDERS OF
BOATMEN'S BANCSHARES, INC.
Notice is hereby given that the annual meeting of shareholders of
Boatmen's Bancshares, Inc. will be held at the principal executive
offices of the Corporation at One Boatmen's Plaza, 800 Market Street,
St. Louis, Missouri 63101, on Tuesday, April 26, 1994, at 10:00 a.m.
for the purpose of considering and voting upon the following matters:
1. The election of five Directors, each to hold office for a term of
three years and until his successor shall have been duly elected and
qualified.
2. The adoption of an amendment to the Restated Articles of
Incorporation of Boatmen's Bancshares, Inc. to increase the authorized
shares of Common Stock from 125,000,000 to 150,000,000.
3. Any other business which may be brought before the meeting or any
adjournment thereof.
PHILIP N. MCCARTY
Secretary
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE, WHETHER YOU PLAN TO ATTEND THE MEETING IN PERSON OR NOT. IF
YOU DO ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY, IF YOU
WISH.
<PAGE> 3
BOATMEN'S BANCSHARES, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1994
This proxy statement is furnished in connection with the solicitation
by the Board of Directors of Boatmen's Bancshares, Inc., (the
"Corporation") of proxies to be voted at the annual meeting of
shareholders to be held at 10:00 a.m. on April 26, 1994, at the
principal executive offices of the Corporation at One Boatmen's Plaza,
800 Market Street, St. Louis, Missouri 63101. This proxy statement and
the form of proxy were first mailed to shareholders on March --, 1994.
Any shareholder executing a proxy which is solicited hereby has the
power to revoke it. Revocation may be made effective by giving written
notice to the Corporation at any time prior to exercise of the proxy.
Proxies will be solicited by mail. They also may be solicited by
officers and regular employees of the Corporation, personally or by
telephone or other electronic means, but such persons will not be
specially compensated for their services. The Corporation has retained
Corporate Investor Communications, Inc., a proxy solicitation firm, to
assist in the solicitation of proxies from banks, brokers, nominees and
intermediaries at a base fee of $6,000, plus reasonable out-of-pocket
expenses. All expenses of solicitation will be paid by the Corporation.
As of March 8, 1994, there were ------- shares of Common Stock, $1.00
par value, (the "Common Stock") and ----- shares of 7% Cumulative
Redeemable Preferred Stock, Series B, $100 Stated Value, (the "Series B
Preferred") (together hereinafter "Voting Stock") outstanding. Only
holders of record of such Voting Stock at the close of business on
March 8, 1994, are entitled to notice of and to vote at the annual
meeting. Each holder of shares of Voting Stock of record on that date
is entitled to one vote for each share of Voting Stock held, except
that, in the election of Directors, such shareholders have cumulative
voting rights which entitle each such shareholder to the number of
votes which equals the number of shares held by the shareholder
multiplied by the number of Directors to be elected. All such
cumulative votes may be cast for one candidate or may be distributed
among two or more candidates. There is no condition precedent to the
exercise of these cumulative voting rights. The affirmative vote of at
least a plurality of the votes cast by the holders of Voting Stock
represented in person or by proxy at the annual meeting is required to
elect Directors. With respect to each matter to be acted upon at the
meeting, abstentions on properly executed proxy cards will be counted
for purposes of determining a quorum at the meeting; however, such
abstentions and shares not voted by brokers and other entities holding
shares on behalf of beneficial owners will not be counted in
calculating voting results on those matters for which the shareholder
has abstained or the broker has not voted.
The following table sets forth, as of December 31, 1993, the name and
address of each beneficial owner of more than 5% of the Corporation's
Common Stock and Series B Preferred known to the Board of Directors of
the Corporation, showing the amount and nature of such beneficial
ownership:
2
<PAGE> 4
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
VOTING POWER INVESTMENT POWER TOTAL
NAME & ADDRESS OF ------------ ---------------- BENEFICIAL PERCENT
BENEFICIAL OWNER SOLE SHARED SOLE SHARED OWNERSHIP OF CLASS
----------------- ---- ------ ---- ------ --------- --------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK:
Boatmen's Bancshares, Inc.(1)............... -0- 8,639,194 -0- 8,054,239 8,975,001 8.6%
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
Boatmen's Trust Company..................... 3,762,293 1,978,287 883,181 4,248,974 5,848,378 5.6
100 North Broadway
St. Louis, Missouri 63102
SERIES B PREFERRED:
Carolyn C. Glassman & Albert Irl Dubinsky... 2,018 2,018 2,018 17.5
TR UA DTD April 8, 1982
Carolyn Glassman Trust
1815 Locust Street
St. Louis, Missouri 63103
George W. Howard, Jr........................ 1,249 1,249 1,249 10.8
Drawer U
Mount Vernon, Illinois 62864
Mabel B. Howard............................. 1,096 1,096 1,096 9.5
Drawer U
Mount Vernon, Illinois 62864
Helen Lucille Powers........................ 975 975 975 8.4
835 North 27th Street
Mount Vernon, Illinois 62864
<FN>
- -----
(1) The Corporation itself holds no shares as record owner. However,
subsidiaries of the Corporation hold shares in various fiduciary
capacities and, by virtue of sole or shared voting or investment
power in respect of such shares, are deemed to own them
beneficially. As parent of its subsidiaries, the Corporation may be
deemed to share voting power or investment power, or both, as to
all shares beneficially owned by those subsidiaries and is
therefore deemed a beneficial owner of all such shares. It is the
practice of those subsidiaries when holding shares as sole trustee
or sole executor to vote said shares but, where shares are held as
co-executor or co-trustee, approval is obtained from the
co-fiduciary prior to voting.
</TABLE>
3
<PAGE> 5
SHAREHOLDER PROPOSALS
The Corporation's Amended Bylaws require that notice of shareholder
nominations for Directors and proposals of business to be transacted at
the Corporation's annual meeting of shareholders must be received by
the Secretary of the Corporation not less than 75 days prior to the
date of the meeting in order to be considered.
If shareholder proposals are to be considered for inclusion in the
Corporation's proxy statement and form of proxy for a forthcoming
annual meeting, such proposals must be submitted on a timely basis and
the proposals and proponents thereof must meet the requirements
established by the Securities and Exchange Commission (the "SEC") for
shareholder proposals. Such proposals for the annual shareholders'
meeting to be held in April 1995 must be received by the Corporation no
later than November 16, 1994. Any such proposals, together with
supporting statements, should be directed to the Secretary of the
Corporation.
ITEM 1. ELECTION OF DIRECTORS AND
INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS
The first item to be acted upon at the annual meeting of shareholders
is the election of five (5) Directors to serve as members of Class I,
each to hold office for a term of three (3) years and until his
successor shall have been duly elected and qualified.
The Corporation's Restated Articles of Incorporation and Amended
Bylaws presently provide that the number of Directors to constitute the
Board of Directors shall consist of not less than fifteen (15) nor more
than twenty-seven (27) and that the total number of Directors may be
fixed, within the minimum and maximum numbers, by a vote of a majority
of the Directors then in office. Pursuant to these provisions, the
Board of Directors will fix the number of Directors at sixteen (16) at
its annual meeting. The Restated Articles of Incorporation also provide
that the Board of Directors shall be divided into three (3) classes, as
nearly equal as possible, with one class to be elected annually for a
three (3) year term, and designate the Class I Directors for election
at the 1994 annual meeting of shareholders.
All proxies in the form enclosed which are received by the Board of
Directors conferring authority to vote in the election of Directors
will be voted FOR the five (5) nominees listed below equally or in such
other proportions as the proxy holders, upon the direction of the Board
of Directors, shall deem appropriate, except that special instructions
received from any shareholder by proxy to exercise his cumulative
voting rights in any way shall be followed. In the event any nominee
declines or is not able to serve, it is intended that the proxies will
be voted for a successor nominee designated by the Board of Directors.
The Board of Directors knows of no reason to believe that any nominee
will decline or be unable to serve if elected.
4
<PAGE> 6
INFORMATION ABOUT NOMINEES FOR DIRECTORS:
CLASS I DIRECTORS
NAME AND AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS
- ------------------------------------------------------------------------
B. A. BRIDGEWATER, JR.
Served as a Director
since 1983; Age: 60
Chairman of the Board, President and Chief Executive Officer, Brown
Group, Inc. (footwear and specialty retailing)
Director of ENSERCH Corporation; FMC Corporation; McDonnell Douglas
Corporation
JOHN E. HAYES, JR.
Served as a Director
since 1986; Age: 56
Chairman of the Board, President and Chief Executive Officer, Western
Resources, Inc. (electric and gas utility)
Director of Cellular, Inc.; Security Benefit Group
SAMUEL B. HAYES, III
Served as a Director
since 1988; Age: 57
Vice Chairman of the Board of the Corporation; Chairman of the Board,
President and Chief Executive Officer, The Boatmen's National Bank of
St. Louis (a subsidiary of the Corporation)
JERRY E. RITTER
Served as a Director
since 1986; Age: 59
Executive Vice President, Chief Financial and Administrative Officer,
Anheuser-Busch Companies, Inc. (brewing of beer, food products and
family entertainment)
WILLIAM P. STIRITZ
Served as a Director
since 1982; Age: 59
Chairman of the Board and Chief Executive Officer, Ralston Purina
Company (food products and processing; animal foods)
Director of Angelica Corporation; Ball Corporation; General American
Life Insurance Company; The May Department Stores Company; S.C. Johnson
& Son, Inc.
5
<PAGE> 7
INFORMATION ABOUT DIRECTORS CONTINUING IN OFFICE:
CLASS II DIRECTORS
(TERMS EXPIRING 1995)
NAME AND AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS
- ------------------------------------------------------------------------
RICHARD L. BATTRAM
Served as a Director
since 1986; Age: 59
Vice Chairman of the Board, The May Department Stores Company
(retailer)
Director of Pet Incorporated
WILLIAM E. CORNELIUS
Served as a Director
since 1981; Age: 62
Retired Chairman of the Board and Chief Executive Officer, Union
Electric Company (electric utility)
Director of General American Life Insurance Company; GenCare Health
Systems, Inc.; McDonnell Douglas Corporation
ILUS W. DAVIS
Served as a Director
since 1974; Age: 76
Chairman of the Kansas City Office, Armstrong, Teasdale, Schlafly &
Davis (attorneys)
Director of Kansas City Life Insurance Company
LEE M. LIBERMAN
Served as a Director
since 1975; Age: 72
Chairman Emeritus, Laclede Gas Company
Director of Angelica Corporation; Falcon Products Co.; INTERCO
Incorporated; CPI Corp.; Insituform Mid-America, Inc.
WILLIAM E. MARITZ
Served as a Director
since 1992; Age: 65
Chairman of the Board and Chief Executive Officer, Maritz Inc.
(performance improvement, travel, communication, business meeting,
training and marketing research company)
Director of Brown Group, Inc.; General American Life Insurance Company;
Petrolite Corporation
6
<PAGE> 8
CLASS III DIRECTORS
(TERMS EXPIRING 1996)
NAME AND AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS
- ------------------------------------------------------------------------
ANDREW B. CRAIG, III
Served as a Director
since 1985; Age: 62
Chairman of the Board, President and Chief Executive Officer of the
Corporation
Director of Anheuser-Busch Companies, Inc.; Laclede Gas Company;
Petrolite Corporation
JOHN PETERS MACCARTHY
Served as a Director
since 1975; Age: 60
Vice Chairman of the Board of the Corporation; Chairman of the Board
and Chief Executive Officer of Boatmen's Trust Company (a subsidiary of
the Corporation)
Director of Union Electric Company
ANDREW E. NEWMAN
Served as a Director
since 1990; Age: 49
Chairman of the Board, Edison Brothers Stores, Inc. (retail specialty
chain stores)
Director of Sigma-Aldrich Corporation; Lee Enterprises
ALBERT E. SUTER
Served as a Director
since 1990; Age: 58
Senior Vice Chairman of the Board and Chief Operating Officer, Emerson
Electric Co. (manufacturer of electrical and electronic products)
DWIGHT D. SUTHERLAND
Served as a Director
since 1985; Age: 71
Partner, Sutherland Lumber Company (retailer of lumber and building
materials)
Director of Datapoint Corporation; Canal Capital Corporation; Intelogic
Trace
7
<PAGE> 9
CLASS III DIRECTORS (CONTINUED)
(TERMS EXPIRING 1996)
NAME AND AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS
- ------------------------------------------------------------------------
THEODORE C. WETTERAU
Served as a Director
since 1985; Age: 66
Retired Chairman of the Board and Chief Executive Officer, Wetterau
Incorporated (a SUPERVALU Company); Retired Vice Chairman of the Board
and Director, SUPERVALU Inc.
Director of Automobile Club of Missouri; General American Life
Insurance Company; GenCare Health Systems, Inc.; Maritz Inc.
Each of the Directors has held the same position or another executive
position with the same employer during the past five years, except as
follows: Mr. Suter served in various executive capacities with Emerson
Electric Co. from 1979 to June 1987 when he resigned as a Director and
Vice Chairman to become President and Chief Operating Officer of The
Firestone Tire and Rubber Company. He left Firestone in June 1988 and
in September 1988 he became President and Chief Operating Officer of
Whirlpool Corporation until rejoining Emerson Electric Co. in August
1989.
The Board of Directors of the Corporation met nine times during 1993.
All of the incumbent Directors attended 75% or more of the total
meetings of the Board and all committees on which they served except
for the following: Andrew E. Newman, Jerry E. Ritter, William P.
Stiritz, Albert E. Suter and Dwight D. Sutherland.
The Nominating Committee is appointed by the Board of Directors
annually or more often and is comprised of three or more Directors who
are not officers or employees of the Corporation. The Nominating
Committee met once during 1993. It is presently comprised of the
following members: William P. Stiritz, Chairman, Albert E. Suter and
Theodore C. Wetterau.
The functions of the Nominating Committee are to recommend to the
Board of Directors a slate of nominees for Directors to be presented
for election by shareholders at each annual meeting of the Corporation
and to recommend to the Board of Directors persons to fill vacancies on
the Board. The Committee will consider nominees for Director submitted
in writing to the attention of the Secretary of the Corporation.
8
<PAGE> 10
<TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 8, 1994, the number of
shares of all equity securities of the Corporation owned beneficially
by each Director (including nominees for Director), executive officers
named in the Summary Compensation Table, and all Directors and
executive officers as a group, including options exercisable within 60
days for the purchase of shares.
<CAPTION>
SHARES OF COMMON STOCK
OF THE CORPORATION
BENEFICIALLY OWNED(1)
AS OF MARCH 8, 1994
------------------------------------------ PERCENT
BENEFICIAL OWNERS SHARES(2) OPTIONS OF CLASS(3)
----------------- --------- ------- -----------
<S> <C> <C> <C>
Richard L. Battram................................. ------ - -
B. A. Bridgewater, Jr.............................. ------ - -
William E. Cornelius............................... ------ - -
Andrew B. Craig, III............................... ------ ------ -
Ilus W. Davis(4)................................... ------ - -
John E. Hayes, Jr.................................. ------ - -
Samuel B. Hayes, III............................... ------ ------ -
Lee M. Liberman(5)................................. ------ - -
John Peters MacCarthy(6)........................... ------ ------ -
William E. Maritz.................................. ------ - -
Andrew E. Newman................................... ------ - -
Jerry E. Ritter.................................... ------ - -
William P. Stiritz................................. ------ - -
Albert E. Suter.................................... ------ - -
Dwight D. Sutherland(7)............................ ------ - -
Ted C. Wetterau.................................... ------ - -
John M. Brennan(8)................................. ------ ------ -
James W. Kienker................................... ------ ------ -
All Directors, Nominees and Executive Officers as a
Group............................................. ------ ------ ---%
<FN>
- -----
(1) Beneficial ownership of shares, as determined in accordance with
applicable SEC rules, includes shares as to which a person directly
or indirectly has or shares voting power or investment power or
both.
(2) Fractional shares omitted.
(3) Assumes exercise of options for the purchase of ------ shares. The
percentage is less than 1.0% except as otherwise noted.
(4) Includes ------ shares of which Mr. Davis' wife is sole owner and
as to which Mr. Davis disclaims beneficial ownership.
(5) Includes --- shares of which Mr. Liberman's wife is sole owner and
as to which Mr. Liberman disclaims beneficial ownership.
(6) Includes ----- shares held in Mr. MacCarthy's Charitable Lead Trust
of which his wife is a trustee and ----- shares of which his wife
is sole owner. Mr. MacCarthy disclaims beneficial ownership of
these shares. Also includes 2,025 shares under trusts for which Mr.
MacCarthy is trustee.
(7) Includes ----- shares under trust or agency agreements for which
Mr. Sutherland is trustee.
(8) Includes ----- shares of which Mr. Brennan's wife is sole owner and
as to which Mr. Brennan disclaims beneficial ownership.
</TABLE>
9
<PAGE> 11
<TABLE>
EXECUTIVE COMPENSATION
The following table sets forth on an accrual basis for the three
fiscal years ended December 31, 1993, the compensation paid to the
Corporation's Chief Executive Officer and the four most highly
compensated Executive Officers other than the Chief Executive Officer.
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------------------------------------
AWARDS PAYOUTS
-------------------------------
SECURITIES LONG TERM ALL OTHER
UNDERLYING INCENTIVE COMPEN-
SALARY BONUS OPTIONS/ PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) SARS (#)(2) ($) ($)(3)
- --------------------------- ---- ------ ----- ------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Andrew B. Craig, III 1993 $587,523 $373,750 21,400 $408,750 $10,394
Chairman of the Board, President 1992 $560,002 $370,600 23,890 $190,000 $ 5,977
and Chief Executive Officer of the 1991 $545,021 $200,000 31,366 $303,750 $ 9,875
Corporation
Samuel B. Hayes, III 1993 $449,837 $220,500 14,800 $240,000 $10,394
Vice Chairman of the Board of 1992 $430,500 $222,600 18,410 $112,000 $ 5,764
the Corporation; Chairman of the 1991 $410,016 $116,784 23,022 $180,000 $ 5,637
Board, President and Chief
Executive Officer of The
Boatmen's National Bank of
St. Louis
John Peters MacCarthy 1993 $314,865 $183,750 12,400 $210,000 $18,703
Vice Chairman of the Board of 1992 $358,750 $185,500 15,342 $ 96,000 $12,105
the Corporation; Chairman of the 1991 $350,014 $140,000 20,144 $ 0 $14,083
Board and Chief Executive Officer
of Boatmen's Trust Company
John M. Brennan 1993 $259,905 $127,400 8,600 $143,100 $ 8,994
Executive Vice President of the 1992 $249,900 $129,850 10,740 $ 72,000 $ 4,364
Corporation 1991 $241,759 $ 85,860 13,726 $120,000 $ 4,238
James W. Kienker 1993 $231,409 $111,250 7,600 $112,350 $ 8,994
Executive Vice President and 1992 $214,250 $109,180 9,030 $ 52,800 $ 4,285
Chief Financial Officer of the 1991 $196,633 $ 74,900 10,776 $ 90,000 $ 3,933
Corporation
<FN>
- -----
(1) Includes deferred compensation.
(2) Each non-qualified option was granted with a tandem stock
appreciation right ("SAR"). The option grants were adjusted
effective August 31, 1993 to reflect the Corporation's 2 for 1
stock split.
(3) Includes contributions to the Corporation's 401(k) plan (1993
contributions: Mr. Craig-$8,994; Mr. Hayes-$8,994; Mr.
MacCarthy-$8,994; Mr. Brennan-$8,994; and Mr. Kienker-$8,994) and
stock purchase plan (1993 contributions: Mr. Craig-$1,400; Mr.
Hayes-$1,400; and Mr. MacCarthy-$1,400) and interest earned on the
Centerre Executive Deferred Compensation Plan exceeding 120% of
applicable Federal long-term rate for Mr. MacCarthy (1993 earnings:
$8,309).
</TABLE>
10
<PAGE> 12
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------
NUMBER OF
SECURITIES POTENTIAL REALIZABLE VALUE AT
UNDERLYING % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
OPTIONS/ OPTIONS/SARS APPRECIATION FOR OPTION TERM(3)
SARS GRANTED TO EXERCISE OR ----------------------------------------
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION 0% 5% 10%
NAME #(1) FISCAL YEAR ($/SH)(2) DATE ($) ($) ($)
---- --------- ------------ ----------- ---------- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Andrew B. Craig, III........... 21,400 3.39% $27.00 02/18/03 $0 $363,375 $920,864
Samuel B. Hayes, III........... 14,800 2.34% $27.00 02/18/03 $0 $251,306 $636,859
John Peters MacCarthy.......... 12,400 1.96% $27.00 02/18/03 $0 $210,554 $533,585
John M. Brennan................ 8,600 1.36% $27.00 02/18/03 $0 $146,029 $370,067
James W. Kienker............... 7,600 1.20% $27.00 02/18/03 $0 $129,049 $327,036
<FN>
- -----
(1) Each non-qualified option was granted with a SAR. The stock options
and SARs, which were granted on February 18, 1993, become
exercisable at the rate of one-third on each of the first three
anniversary dates of the grant.
(2) Exercise or base price is equal to the closing trade price on the
date of grant. The option grants and price were adjusted effective
August 31, 1993 to reflect the Corporation's 2 for 1 stock split.
(3) Pre-tax gain. The dollar amounts under these columns are the result
of calculations at 0% and at the 5% and 10% rates set by the SEC
and, therefore, are not intended to forecast possible future
appreciation, if any, of the Corporation's stock price. The
Corporation's per share stock price would be $43.98 and $70.03 if
increased 5% and 10%, respectively, compounded annually over the
option term.
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT FY-END OPTIONS/SARS AT FY-END(2)
ACQUIRED VALUE --------------------------------------------------------------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($)(1) # # $ $
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Andrew B. Craig, III................. -0- $ -0- 114,496 74,998 $1,463,882 $659,452
Samuel B. Hayes, III................. 6,418 $ 85,152 66,782 54,740 $ 820,231 $485,724
John Peters MacCarthy................ 16,768 $200,263 3,841 46,767 $ 54,733 $419,044
John M. Brennan...................... 31,266 $404,373 4,780 32,428 $ 55,495 $289,761
James W. Kienker..................... 9,808 $136,586 27,391 26,689 $ 333,215 $232,556
<FN>
- -----
(1) Pre-tax gain. Amounts shown represent the difference between the
stock option grant price and the market value of the stock on the
date of exercise.
(2) Pre-tax gain. Value of unexercised in-the-money options based on
December 31, 1993 closing trade price of $29.875.
</TABLE>
11
<PAGE> 13
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLAN-AWARDS IN LAST FISCAL YEAR
PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
OTHER PERIOD NON-STOCK PRICE BASE PLANS
UNTIL --------------------------------------------------------------------
MATURATION MINIMUM THRESHOLD TARGET MAXIMUM
NAME OR PAYOUT $ $ $ $
---- ----------------- ------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
Andrew B. Craig, III........................ Three Years $0 $115,000 $287,500 $517,500
Samuel B. Hayes, III........................ Three Years $0 $ 70,560 $176,400 $317,520
John Peters MacCarthy....................... Three Years $0 $ 58,800 $147,000 $264,600
John M. Brennan............................. Three Years $0 $ 40,768 $101,920 $183,456
James W. Kienker............................ Three Years $0 $ 35,600 $ 89,000 $160,200
</TABLE>
The Corporation's long-term incentive plan makes cash payouts
pursuant to a formula based upon total shareholder return over three-
year periods, beginning annually, measured against a peer group of 40
other financial institutions and adjusted upward or downward in
relation to the attainment of objectives for average annual earnings
per share growth rate as set by the Compensation Committee at the
beginning of each three-year period.
Potential future payouts are based on average base salary as of each
January 1, for the three year performance period, 1993-1995, but assume
no increase in base salary during the performance period. The payouts,
if any, will be made in 1996.
RETIREMENT BENEFITS
Executive Officers of the Corporation participate in the Boatmen's
Bancshares, Inc. Retirement Plan for Employees (the "Retirement Plan")
and the Boatmen's Supplemental Retirement Plan (the "BSRP"). The
purpose of the BSRP is to supplement the benefits payable under the
Retirement Plan to the extent they are reduced on account of the
limitations imposed by the Internal Revenue Code (maximum compensation
and maximum benefit) and also to include bonuses which are excluded
from earnings used to calculate benefits under the Retirement Plan.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
YEARS OF SERVICE
-------------------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 200,000................................ $ 45,000 $ 60,000 $ 75,000 $ 90,000 $105,000
400,000................................ 90,000 120,000 150,000 180,000 210,000
600,000................................ 135,000 180,000 225,000 270,000 315,000
800,000................................ 180,000 240,000 300,000 360,000 420,000
1,000,000................................ 225,000 300,000 375,000 450,000 525,000
1,200,000................................ 270,000 360,000 450,000 540,000 630,000
1,400,000................................ 315,000 420,000 525,000 630,000 735,000
1,600,000................................ 360,000 480,000 600,000 710,000 840,000
1,800,000................................ 405,000 540,000 675,000 800,000 945,000
</TABLE>
Remuneration in the Pension Plan table includes annual base salary,
annual bonus and long-term incentive payouts as reported in the Summary
Compensation Table. As of December 31, 1993, years of credited service
for purposes of computing retirement benefits under the Retirement Plan
and the BSRP for the named executives are as follows: Andrew B. Craig,
III-31, Samuel B. Hayes, III-17, John Peters MacCarthy-23, John M.
Brennan-23, and James W. Kienker-13.
Retirement benefits under the retirement plans are based upon final
average earnings and years of credited service up to a maximum of 35
years. Generally, final average earnings are the average of an
employee's highest five consecutive years' earnings out of the final
ten years of employment.
12
<PAGE> 14
The annual retirement benefits are 1.5% of final average earnings
multiplied by years of credited service and are not subject to any
offset amounts.
Mr. MacCarthy is entitled to receive retirement benefits under the
Centerre Executive Retirement Program (the "CERP") earned through 1988
to the extent those benefits would exceed any benefits under the
Retirement Plan and BSRP, taking service with Centerre into account.
The CERP was intended to provide pension benefits, when added to other
Centerre pension benefits and social security benefits, equaling 50% of
the highest three year average of salary and bonuses for a thirty-year
executive. However, benefits due Mr. MacCarthy under the CERP will
reduce his benefits under the BSRP.
Benefits under the BSRP and CERP are paid from the general assets of
the Corporation.
EMPLOYMENT CONTRACTS AND TERMINATIONS, SEVERANCE AND CHANGE-OF-CONTROL
ARRANGEMENTS
The Corporation has an Amended Employment Agreement with each of
Messrs. Craig and Hayes which provides, among other things, that, if
his employment is terminated by the Corporation prior to its
termination date (March 31, 1996 in the case of Mr. Craig and
December 31, 1996 in the case of Mr. Hayes), he shall be paid his then
current base compensation until such termination date and shall receive
his retirement benefits but, if his employment is terminated prior to
his sixty-fifth birthday and either during the six months before or
three years (if terminated by the Corporation) or one year (if
terminated by him) after a "change in control" after 1988, he shall
receive his then current base compensation for a period of three years
from the date of such termination (but not past his sixty-fifth
birthday). Mr. MacCarthy has an agreement with the Corporation which
provides for his being paid, in the event of termination of his
employment prior to his 63rd birthday, a lump sum equal to his then
annual base salary. In addition, his agreement provides that he will
not engage in any trust or commercial banking business in the States of
Missouri or Illinois for two years after the termination of the
Agreement.
DIRECTOR COMPENSATION
Directors whose principal occupations are with the Corporation or any
of its subsidiaries receive no Director's fee. All other Directors
receive quarterly retainer payments of $5,000 each, plus $1,000 for
each Board meeting attended and $850 for each committee meeting
attended.
COMPENSATION COMMITTEE
The Compensation Committee is appointed annually or more often by the
Corporation's Board of Directors. Only Directors who are not officers
or employees of the Corporation can serve on the Compensation
Committee. The Compensation Committee met five times during 1992. The
functions of the Compensation Committee are to review the competency
and effectiveness of management of the Corporation and its
subsidiaries, to review the soundness and adequacy of compensation
programs, to approve compensation for senior officers of the
Corporation, to review the adequacy of compensation of senior
management of the Corporation's subsidiaries and to formulate policy
on, and administer, the Corporation's special compensation programs.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following persons served on the Corporation's Compensation
Committee during 1993: Lee M. Liberman, Chairman, B. A. Bridgewater,
Jr., Ilus W. Davis, John E. Hayes, Jr., William E. Maritz, and Albert
E. Suter.
During 1993, Mr. Craig served on the Executive Salaries Committee and
Stock Option Plans Committee of the Board of Directors of Anheuser-
Busch Companies, Inc. while Mr. Ritter served on the Corporation's
Board of Directors. Mr. MacCarthy served on the Human Resources
Committee
13
<PAGE> 15
of Union Electric Company while Mr. Cornelius served on the
Corporation's Board of Directors. A group of investors including Mr.
Maritz and one of his sons has agreed, subject to mutual contingencies
which have not yet been met, to purchase from a subsidiary of the
Corporation, at a purchase price of not more than $50,000,000 and not
less than $40,000,000, certain real estate acquired by that subsidiary
upon default on a loan made by one of the Corporation's subsidiary
banks.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Policies, Goals and Responsibilities
The Compensation Committee (the "Committee") is committed to linking
compensation decisions to corporate and individual performance. In
formulating the executive compensation program, the Committee's goals
are to provide appropriate incentives to management and align the
economic interests of management and its shareholders. The major
policies of this program include the following:
-Establishing total compensation targets at market (i.e., median)
levels in comparison to a peer group of companies,
-Evaluating short-term versus long-term goals and performance of the
Corporation,
-Assessing achievement of corporate and individual performance
objectives prior to disbursing incentive rewards, and
-Providing an ownership perspective for management through the use of
the Corporation's Common Stock as a compensation vehicle.
The Corporation's compensation structure reflects this underlying
philosophy and helps meet broader corporate goals to: 1) attract and
retain the best management talent, 2) sustain levels of superior
financial performance, and 3) encourage and reward superior management
performance that enhances shareholder value.
The Committee's responsibilities to the Corporation include not only
the design of this program but also review of its fairness and
competitiveness at least annually. In performing this duty, the
Committee consulted with a national, independent consulting firm that
provided competitive data and analysis of the Corporation's executive
compensation program. This information was used as a basis in
determining executive compensation arrangements.
The companies chosen for the two comparator groups used for
compensation purposes are not the same companies that comprise the
published industry index used in the common stock performance graph
that follows this report. For compensation comparison purposes, the
Committee has selected a group of approximately 15 regional banking
institutions that are similar to the Corporation in asset size and line
of business. The comparator group members' asset sizes ranged from
$23.5 billion to $40.0 billion with median assets of $28.9 billion.
This compares to the Corporation's 1993 year-end assets of $26.7
billion.
The Committee believes that the Corporation's most direct competitors
for executive talent are not all of the companies that should be
included in a peer group established for comparing shareholder returns.
As discussed further in this report, annual cash incentive awards and
long-term cash incentive awards are adjusted based on the Corporation's
performance ranking compared with that of a group of approximately 40
banking institutions. This second comparator group consists of the
country's 50 largest banking organizations, minus money center
institutions, plus three other midwestern regional banking
organizations, all of whose financial performances are monitored and
continually compared to the Corporation's performance.
The executive compensation program consists of four components: 1)
base salary, 2) annual cash incentive awards, 3) long-term cash
incentive awards, and 4) stock options. The Committee has established
the objective of targeting executives' total compensation at the median
of the peer group of 15 regional banking institutions described above.
This compensation objective for executives has
14
<PAGE> 16
been established recognizing that the provisions of the Internal
Revenue Code may effect the Corporation's ability to deduct all such
compensation. The following discussion summarizes each component of the
executive compensation program and the systematic review process used
by the Committee in administering the program.
Base Salary
The base salary of each executive officer, including those named in
the Summary Compensation Table, is reviewed annually. In deciding the
appropriate salary, the Committee considers internal equity issues,
median external pay practices of the appropriate comparator group,
individual performance, special assignments or responsibilities, level
of responsibility, time in position, prior experience and knowledge.
The Committee uses broad discretion when setting base salary levels and
considers all of the above criteria. It does not assign a specific
weight to any of these factors. Mr. Craig's current base salary was
established based on these principles.
Annual Cash Incentive Awards
The Corporation's 1992 Annual Incentive Bonus Plan (the "Annual
Plan") is discretionary and non-contractual. Under current practice,
annual cash awards are made to middle management and senior executives
to recognize and reward individual and corporate performance.
Participants are selected on the basis of their positions in the
Corporation and the extent to which those positions can impact the
Corporation's financial performance.
The Committee establishes a performance/payout schedule each year to
fix target bonuses (as a percentage of salary) for each salary grade,
depending upon the percentage of the Corporation's budgeted income
achieved during the year. In making the ultimate comparison of actual
income to the original budgeted amount, the Committee may exercise its
discretion to adjust income to take unusual factors into account. It
may also pay an award even if the minimum performance/payout threshold
is not met; no such exceptions have been made during the last three
fiscal years.
The award is then subject to adjustment by a return on equity factor
set by the Committee each year. This adjustment is based on the
Corporation's performance compared to the peer group of 40 financial
institutions described above. Finally, the individual awards thus
determined may be decreased or eliminated, but not increased, based on
an evaluation of the participant's performance.
During 1993, the Corporation exceeded its budgeted income by 10%,
resulting in target bonuses ranging between 19% and 65% of base salary,
before taking individual performance factors into account. Since the
Corporation's return on equity of 15.99% placed it in the third
quintile of the peer group, that factor did not affect the annual cash
incentive award. As a result of such individual adjustments for 1993,
participants received approximately 96% of the awards determined under
the performance/payout schedule (after return on equity adjustment).
The Committee awarded Mr. Craig a 1993 annual incentive cash award of
$373,750, or 65% of his base salary. The maximum award level
established for Mr. Craig in 1993 was 75% of base salary (before
return-on-equity adjustment).
Long-Term Cash Incentive Awards
The Amended 1982 Long-Term Incentive Plan (the "Long Term Plan") is a
cash award program for senior management. The Committee believes that
the Long Term Plan is an important component of the total compensation
program of top executives for several equally important reasons. Cash
payments provide an incentive beyond those offered by stock options.
The criteria and relative measurement systems employed ensure that
"real" performance is attained before awards are made. Furthermore, the
longer-term time horizon of the Long Term Plan balances the short-term
goals inherent in the Annual Plan.
The Long Term Plan payouts made for 1993 were based upon the
Corporation's earnings growth rate measured over a four-year
performance period. These payouts are prescribed by a formula set
15
<PAGE> 17
by the Committee at its sole discretion at the beginning of each
performance period. Any payment made is subject to a minimum earnings
growth threshold. Mr. Craig's award for 1993 of $408,750, or 150% of
his target percentage of 50% of base salary, was based on the
Corporation's achievement of a four-year compound earnings growth rate
of 17.9%.
Effective January 1, 1992, the Long Term Plan was amended in order,
among other things, to link awards, which are contractual, primarily to
the performance of the Corporation's Common Stock. Under the amended
plan, participants are rewarded for total shareholder return over a
three-year performance period, beginning annually, as measured against
the above-referenced peer group of 40 banking institutions. Payouts are
adjusted upward or downward but not to exceed 20% in either direction
based on the attainment of average annual earnings per share growth
rate objectives set by the Committee at the beginning of each
performance period. The first payments under the amended plan, if any,
will be made for the 1992-1994 performance period.
Stock Option Awards
Middle and senior management executives are eligible to participate
in the Corporation's two stock option plans: a qualified plan and a
non-qualified plan. Stock options provide executives the opportunity to
acquire an equity interest in the Corporation and to share in the
appreciation of the stock's value, thereby aligning their interests
with those of the shareholders. The stock option plans and any benefits
under them are directly tied to how well management creates increased
value for shareholders. Stock option grants in 1993 were based on a
fixed percentage of base salary. These percentage levels varied
according to scope of responsibility and reflected the competitive
practice of the Corporation's peer group of 15 financial institutions.
In determining option grants to the current executive group, the
Committee does not take into account the amount and value of options
currently held, and the Corporation does not have a target ownership
level for equity holdings by its executives. In accordance with the
fixed percentage of base salary described above, the Committee awarded
Mr. Craig an option to acquire 10,700 shares of Common Stock under the
non-qualified plan in 1993.
Summary
The Corporation's executive compensation program is based on the
premise that a balance is required between the needs of the Corporation
in operating its business in an effective and profitable manner and the
competitiveness of rewards in competing for management talent in the
marketplace. The program is reviewed at least annually by the Committee
to ensure consistency with the compensation philosophy of the
Corporation and that the stated objectives continue to be met.
Members of the Compensation Committee:
Lee M. Liberman, Chairman John E. Hayes, Jr.
B. A. Bridgewater, Jr. William E. Maritz
Ilus W. Davis Albert E. Suter
16
<PAGE> 18
<TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
BOATMEN'S BANCSHARES, INC., S&P 500 STOCK INDEX,
AND S&P MAJOR REGIONAL BANKS INDEX
<CAPTION>
1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Boatmen's Bancshares, Inc. $100 $109 $116 $179 $225 $250
S & P 500 Index $100 $132 $127 $156 $179 $197
S & P 500 Major Regional Bank Index $100 $122 $ 87 $156 $199 $210
</TABLE>
Assumes $100 invested on December 31, 1988 in the Corporation's Common
Stock, the S&P 500 Index, and the S&P Major Regional Banks Index.
*Total return assumes reinvestment of dividends.
CERTAIN TRANSACTIONS
Subsidiaries of the Corporation have had, and in the future expect to
have, banking and fiduciary transactions with Directors and Executive
Officers of the Corporation and some of their associates. Except as
discussed below, all such transactions have been in the ordinary course
of business and on substantially the same terms (including interest
rates on loans, collateral, and collectibility considerations) as those
prevailing at the time for comparable transactions with others. The
wife of Ike Kalangis (a Director of the Corporation whose term expires
at the annual meeting), a shareholder in the law firm of Poole, Kelley
& Ramo, a Professional Corporation, together with all other
shareholders, guaranteed three loans made to the firm by a subsidiary
of the Corporation, Sunwest Bank of Albuquerque, N.A. On October 29,
1993, the borrower defaulted on the loans which totalled $261,100.
Subsequently, all loans were paid in full with interest; accordingly,
the Corporation suffered no economic loss.
See also discussion regarding Mr. Maritz under the caption
"Compensation Committee Interlocks and Insider Participation" which
appears on page 13 of this proxy statement.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
Directors and Executive Officers of the Corporation to file with the
SEC initial reports of ownership and reports of changes in ownership of
securities of the Corporation. Directors and Executive Officers are
required by SEC regulation to furnish the Corporation with copies of
all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on review of the copies
of such reports furnished to the Corporation and written
representations that no other reports were required, during the fiscal
year ended December 31, 1993, all Section 16(a) filing requirements
applicable to Directors and Executive Officers were complied with,
except that Mr. MacCarthy filed three late reports, each involving a
family gift transaction.
17
<PAGE> 19
ITEM 2. ADOPTION OF AMENDMENT TO COMMON STOCK PROVISIONS OF
ARTICLE III OF THE RESTATED ARTICLES OF INCORPORATION
The second item to be acted upon at the meeting is a proposal to
amend Article III of the Corporation's Restated Articles of
Incorporation to increase the aggregate number of authorized shares of
Common Stock from 125,000,000 shares to 150,000,000 shares. At the
present time, the authorized capital stock of the Corporation consists
of 125,000,000 shares of Common Stock, $1.00 par value, of which
- -------- shares were issued and outstanding on March 8, 1994, and
10,300,000 shares of Preferred Stock, no par value, of which --- shares
of Series B Preferred were issued and outstanding on March 8, 1993.
If the proposed amendment is approved by the shareholders,
150,000,000 shares of Common Stock, $1.00 par value, will be authorized
for issuance and the additional authorized Common Stock may be issued
by the Corporation without any further action by the shareholders.
The purpose of the proposed amendment is to provide additional
authorized shares of Common Stock for possible use in connection with
future financings, investment opportunities, acquisitions, employee
benefit or dividend reinvestment plan distributions, other
distributions, such as stock dividends or stock splits, or for other
corporate purposes. Shareholders do not have preemptive rights and will
not have a right of first refusal to purchase any of the additional
authorized shares of Common Stock. The Corporation has no plans or
commitments at this time for the issuance of the additional authorized
Common Stock but wants to put itself in a position to do so when needs
arise and market conditions warrant.
VOTE REQUIRED
The affirmative vote of a majority of all the Corporation's issued
and outstanding shares of Common Stock, voting separately as a class,
and the affirmative vote of a majority of all the Corporation's issued
and outstanding shares of Voting Stock is required to approve the
proposed amendment. Dissenting votes give rise to no rights on the part
of dissenters.
BOARD RECOMMENDATION
The Board of Directors believes this action will be in the best
interests of the shareholders and, accordingly, recommends a vote FOR
this proposal, which is ITEM 2 on the Proxy Card.
INDEPENDENT AUDITORS AND AUDIT COMMITTEE
Ernst & Young were the auditors for the Corporation for the year
ended December 31, 1993, and the Corporation has selected them as
auditors for the year ending December 31, 1994. Representatives of that
firm will be present at the annual meeting to respond to appropriate
questions that may be raised, and they will have an opportunity to make
a statement, if they so desire.
The Audit Committee is appointed by the Board of Directors annually
or more often and is comprised of three or more Directors who are not
officers or employees of the Corporation. The Audit Committee met four
times in 1993. It is presently comprised of the following members:
William E. Cornelius, Chairman, Richard L. Battram, Lee M. Liberman,
Jerry E. Ritter and Theodore C. Wetterau.
The functions of the Audit Committee are to nominate the independent
auditors of the Corporation for appointment by the Board of Directors;
arrange for and review the Corporation's annual audit; approve
professional services performed by the independent auditors and
determine that such services do not impair the independence of the
auditors; ratify all accountants' fees rendered during the year; review
the scope and results of internal audit controls and procedures; and
provide for independent review of the adequacy of the Corporation's
system of internal controls.
18
<PAGE> 20
OTHER MATTERS
The Board of Directors is not aware of any other matters which will
be presented for consideration at the meeting. However, the proxies may
be voted with discretionary authority with respect to any other matters
that may properly come before the meeting.
March --, 1994.
PHILIP N. MCCARTY
Secretary
19
<PAGE> 21
Notice of
ANNUAL MEETING
and
PROXY STATEMENT
Annual Meeting of Shareholders
APRIL 26, 1994
<PAGE> 22
March --, 1994
Dear Shareholder:
The annual meeting of Stockholders of Boatmen's Bancshares, Inc. will
be held at the principal executive offices of the Corporation at One
Boatmen's Plaza, 800 Market Street, St. Louis, Missouri at 10:00 a.m.
on Tuesday, April 26, 1994. At the meeting Stockholders will elect five
directors and act upon a proposal to amend the Corporation's Restated
Articles of Incorporation to increase the authorized shares of Common
Stock.
It is important that your shares are represented at this meeting.
Whether or not you plan to attend the meeting, please review the
enclosed proxy materials, complete the attached proxy form below, and
return it promptly in the envelope provided.
(Detach Proxy Form Here)
- ------------------------------------------------------------------------
THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2 IF NO INSTRUCTION TO THE
CONTRARY IS INDICATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE
MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION
OF MANAGEMENT.
Dated ......................., 1994
...................................
...................................
Please sign name or names as
appearing on this proxy. If signing
as a representative, please include
capacity.
<PAGE> 23
(Detach Proxy Form Here)
- ------------------------------------------------------------------------
COMMON SHAREHOLDERS
P R O X Y
BOATMEN'S BANCSHARES, INC.
ANNUAL MEETING APRIL 26, 1994
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION
The undersigned shareholder of Boatmen's Bancshares, Inc., a Missouri
corporation, appoints CHARLES C. ALLEN, JR. and PHILIP N. McCARTY, or
either of them, with full power to act alone, the true and lawful
attorneys-in-fact of the undersigned, with full power of substitution
and revocation, to vote all shares of stock of said Corporation which
the undersigned is entitled to vote at the annual meeting of its
shareholders to be held at the principal executive offices of the
Corporation at One Boatmen's Plaza, 800 Market Street, St. Louis,
Missouri 63101, on April 26, 1994, at 10:00 a.m. and at any adjournment
thereof, with all powers the undersigned would possess if personally
present, as follows:
1. Election of Directors:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed below.
contrary below)
B. A. Bridgewater, Jr., John E. Hayes, Jr., Samuel B. Hayes, III, Jerry
E. Ritter, and William P. Stiritz
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE BELOW.
- ------------------------------------------------------------------------
2. Adoption of Amendment to Article III of the Restated Articles of
Incorporation to increase the authorized shares of Common Stock:
/ / FOR / / AGAINST / / ABSTAIN
3. On any other matter that may be submitted to a vote of shareholders.
(YOU ARE REQUESTED TO COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY)
<PAGE> 24
March --, 1994
Dear Shareholder:
The annual meeting of Stockholders of Boatmen's Bancshares, Inc. will
be held at the principal executive offices of the Corporation at One
Boatmen's Plaza, 800 Market Street, St. Louis, Missouri at 10:00 a.m.
on Tuesday, April 26, 1994. At the meeting Stockholders will elect five
directors and act upon a proposal to amend the Corporation's Restated
Articles of Incorporation to increase the authorized shares of Common
Stock.
It is important that your shares are represented at this meeting.
Whether or not you plan to attend the meeting, please review the
enclosed proxy materials, complete the attached proxy form below, and
return it promptly in the envelope provided.
(Detach Proxy Form Here)
- ------------------------------------------------------------------------
THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2 IF NO INSTRUCTION TO THE
CONTRARY IS INDICATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE
MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION
OF MANAGEMENT.
Dated ......................., 1994
...................................
...................................
Please sign name or names as
appearing on this proxy. If signing
as a representative, please include
capacity.
<PAGE> 25
(Detach Proxy Form Here)
- ------------------------------------------------------------------------
PREFERRED SHAREHOLDERS
P R O X Y
BOATMEN'S BANCSHARES, INC.
ANNUAL MEETING APRIL 26, 1994
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION
The undersigned shareholder of Boatmen's Bancshares, Inc., a Missouri
corporation, appoints CHARLES C. ALLEN, JR. and PHILIP N. McCARTY, or
either of them, with full power to act alone, the true and lawful
attorneys-in-fact of the undersigned, with full power of substitution
and revocation, to vote all shares of stock of said Corporation which
the undersigned is entitled to vote at the annual meeting of its
shareholders to be held at the principal executive offices of the
Corporation at One Boatmen's Plaza, 800 Market Street, St. Louis,
Missouri 63101, on April 26, 1994, at 10:00 a.m. and at any adjournment
thereof, with all powers the undersigned would possess if personally
present, as follows:
1. Election of Directors:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed below.
contrary below)
B. A. Bridgewater, Jr., John E. Hayes, Jr., Samuel B. Hayes, III, Jerry
E. Ritter, and William P. Stiritz
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE BELOW.
- ------------------------------------------------------------------------
2. Adoption of Amendment to Article III of the Restated Articles of
Incorporation to increase the authorized shares of Common Stock:
/ / FOR / / AGAINST / / ABSTAIN
3. On any other matter that may be submitted to a vote of shareholders.
(YOU ARE REQUESTED TO COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY)
<PAGE> 26
APPENDIX
Page 17 of the printed proxy contains a Performance Graph which
is replaced by a table in the Edgar version which depicts the same
information.
