<PAGE> 1
Registration No. 33-----
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BOATMEN'S BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Missouri 43-0672260
- ------------------------------------ ---------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101
(314) 466-6000
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
BOATMEN'S BANCSHARES, INC. 1991 INCENTIVE STOCK OPTION PLAN
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(Full Title of the Plan)
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JAMES W. KIENKER
Executive Vice President
Boatmen's Bancshares, Inc.
One Boatmen's Plaza, 800 Market Street
St. Louis, Missouri 63101
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(Name and Address of Agent for Service)
(314) 466-7718
---------------------
(Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
SCOTT J. LUEDKE, Esq.
Lewis, Rice & Fingersh, L.C.
500 North Broadway
St. Louis, Missouri 63102
(314) 444-7600
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<TABLE>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Share<F1> Price<F1> Fee<F1>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $1.00 par value 2,000,000 $35.0625 $70,125,000 $24,181.03
====================================================================================================================================
<FN>
<F1> Pursuant to Rule 457(h), represents the average of the high and low
reported prices for the Registrant's common stock on July 6, 1995, such being
a date within five (5) business days prior to the date of filing of this
Registration Statement.
</TABLE>
===============================================================================
Pursuant to Rule 429, the Prospectus relating to this Registration Statement
also relates to the securities registered pursuant to the Form S-8
Registration Statement as filed with the Commission on December 17, 1991 (No.
33-44546).
<PAGE> 2
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Information contained in the following documents of Boatmen's
Bancshares, Inc. (the "Corporation") filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994, as filed with the Commission pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed by the Corporation pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1994;
(c) The description of the Corporation's common stock (the "Common
Stock") contained in the Corporation's Registration Statement on Form 8-A
under the Exchange Act, as amended under cover of Form 8 dated July 15, 1988,
and the description of the Corporation's preferred share purchase rights
contained in the Corporation's Registration Statement on Form 8-A under the
Exchange Act filed August 14, 1990 and the Rights Agreement, dated as of
August 14, 1990, included as an Exhibit thereto, as amended by the Amendment
to the Rights Agreement, dated as of January 26, 1993, included as an Exhibit
to the Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992.
All reports and other documents subsequently filed by the Corporation
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents.
ITEM 5. INTERESTS OF COUNSEL AND NAMED EXPERTS
Certain legal matters in connection with the Plan and the shares of
Common Stock to be issued through the Plan have been passed upon for the
Corporation by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri. Members of
Lewis, Rice & Fingersh. L.C., and attorneys employed by them owned, directly
or indirectly, as of April 15, 1995, approximately 67,892 shares of Common
Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 351.355(1) and (2) of The General Business Corporation Law of
the State of Missouri provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, judgments, fines and amounts paid in settlement
II-1
<PAGE> 3
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful, except that, in the case of an action or
suit by or in the right of the corporation, the corporation may not indemnify
such persons against judgments and fines, and no person shall be indemnified
as to any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the court in which
the action or suit was brought determines upon application that such person is
fairly and reasonably entitled to indemnity for proper expenses. Section
351.355 further provides that, to the extent that a director, officer,
employee or agent of the corporation has been successful in the defense of any
such action, suit or proceeding or any claim, issue or matter therein, he
shall be indemnified against expenses, including attorney's fees, actually and
reasonably incurred in connection with such action, suit or proceeding.
Section 351.355 provides that a Missouri corporation may provide additional
indemnification to any person indemnifiable under subsection (1) or (2),
provided such additional indemnification is authorized by the corporation's
articles of incorporation or an amendment thereto or by a shareholder-approved
by-law or agreement, and provided further that no person shall thereby be
indemnified against conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct. Article XIII of the
Restated Articles of Incorporation of the Corporation provides that the
Corporation shall indemnify its directors and certain of its executive
officers to the full extent specified in Section 351.355 and, in addition,
shall indemnify each of them against all expenses incurred in connection with
any claim by reason of service for or at the request of the Corporation in any
of the capacities referred to in Section 351.355 or arising out of his or her
status in any such capacity, provided that he or she may not be indemnified
against conduct finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct, and that it may extend to other
officers, employees and agents such indemnification and additional
indemnification.
Pursuant to a policy of directors' and officers' liability insurance,
with total annual limits of $55 million, the Corporation's officers and
directors are insured, subject to the limits, retention, exceptions and other
terms and conditions of such policy, against liability for any actual or
alleged error, misstatement, misleading statement, act or omission, or neglect
or breach of duty by the directors or officers of the Corporation in the
discharge of their duties solely in their capacity as directors or officers of
the Corporation, individually or collectively, or any matter claimed against
them solely by reason of their being directors or officers of the Corporation.
ITEM 8. EXHIBITS
<TABLE>
The following exhibits are submitted herewith or incorporated by
reference herein:
<CAPTION>
Exhibit
Number Exhibit
------- --------
<C> <S>
3(a) Restated Articles of Incorporation of the Corporation;
3(b) Amended By-Laws of the Corporation;
4(a) Rights Agreement, dated as of August 14, 1990;
II-2
<PAGE> 4
4(b) Amendment to Rights Agreement, dated as of January 26, 1993;
5 Opinion of Lewis, Rice & Fingersh, L.C. re legality;
23(a) Consent of Lewis, Rice & Fingersh, L.C. (included in opinion re legality);
23(b) Consent of Ernst & Young LLP;
23(c) Consent of KPMG Peat Marwick LLP;
23(d) Consent of Frost & Company;
24 Powers of Attorney
</TABLE>
ITEM 9. 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 the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and 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.
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<PAGE> 5
(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 the
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, 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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<PAGE> 6
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on July 12, 1995.
BOATMEN'S BANCSHARES, INC.
By /s/ Andrew B. Craig, III
-----------------------------------------
Andrew B. Craig, III
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities on July 12, 1995.
<TABLE>
<CAPTION>
Name Title
- ---- -----
<C> <S>
/s/ Andrew B. Craig, III Chairman of the Board
- ------------------------------------- and Chief Executive
Andrew B. Craig, III Officer (principal executive officer)
/s/ James W. Kienker Executive Vice President and
- ------------------------------------- Chief Financial Officer
James W. Kienker (principal financial and
accounting officer)
* President and Director
- -------------------------------------
Samuel B. Hayes, III
* Director
- -------------------------------------
Richard L. Battram
* Director
- -------------------------------------
B. A. Bridgewater, Jr.
* Director
- -------------------------------------
William E. Cornelius
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<PAGE> 7
* Director
- -------------------------------------
John E. Hayes, Jr.
* Director
- -------------------------------------
C. Ray Holman
* Director
- -------------------------------------
John Peters MacCarthy
* Director
- -------------------------------------
William E. Maritz
* Director
- -------------------------------------
Andrew E. Newman
* Director
- -------------------------------------
Richard E. Peck
* Director
- -------------------------------------
Jerry E. Ritter
* Director
- -------------------------------------
William P. Stiritz
* Director
- -------------------------------------
Albert E. Suter
* Director
- -------------------------------------
Dwight D. Sutherland
* Director
- -------------------------------------
Theodore C. Wetterau
By /s/ James W. Kienker
----------------------------------
* Attorney-in-Fact
</TABLE>
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<PAGE> 8
BOATMEN'S BANCSHARES, INC.
FORM S-8 REGISTRATION STATEMENT
<TABLE>
EXHIBIT INDEX
<CAPTION>
Reg. S-K
Item 601
Exhibit No. Exhibit
- ----------- -------
<C> <S>
3(a) Restated Articles of Incorporation of Boatmen's Bancshares,
Inc.
3(b) Amended By-Laws of Boatmen's Bancshares, Inc. is
incorporated herein by reference from the Boatmen's
Bancshares, Inc. Registration Statement on Form S-4
(Registration Statement No. 33-55625), dated September 26,
1994.
4(a) Rights Agreement, dated as of August 14, 1990, is
incorporated herein by reference from the Boatmen's
Bancshares, Inc. Registration Statement on Form 8-A, dated
August 14, 1990.
4(b) Amendment, dated as of January 26, 1993, to Rights
Agreement dated August 14, 1990, is incorporated herein by
reference from the Boatmen's Bancshares, Inc. Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.
5 Opinion of Lewis, Rice & Fingersh, L.C. regarding legality.
23(a) Consent of Lewis, Rice & Fingersh, L.C. (in opinion
regarding legality).
23(b) Consent of Ernst & Young LLP.
23(c) Consent of KPMG Peat Marwick LLP.
23(d) Consent of Frost & Company.
24 Powers of Attorney.
</TABLE>
<PAGE> 1
Exhibit 3(a)
------------
<PAGE> 2
RESTATED ARTICLES OF INCORPORATION
OF
BOATMEN'S BANCSHARES, INC.
On June 13, 1995, Restated Articles of Incorporation, as set forth
below, were adopted pursuant to Section 351.106(1) R.S.Mo., 1990, as amended,
by the affirmative vote of a majority of the Board of Directors of Boatmen's
Bancshares, Inc., a Missouri corporation. The following Restated Articles of
Incorporation correctly set forth without change the corresponding provisions
of the Articles of Incorporation as theretofore amended and supersede the
original Articles of Incorporation and all amendments thereto.
ARTICLE I
The name of the corporation is Boatmen's Bancshares, Inc.
ARTICLE II
The address of its registered office in the State of Missouri is One
Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101, and the name of
its registered agent at such address is David L. Foulk.
ARTICLE III
The aggregate number of shares of all classes which this corporation
shall have authority to issue is Two Hundred Ten Million Three Hundred
Thousand (210,300,000) shares, of which Two Hundred Million (200,000,000)
shares shall be common shares of a par value of One Dollar ($1.00) each and
Ten Million Three Hundred Thousand (10,300,000) shares shall be preferred
shares without par value. The powers, designations, preferences and relative,
participating, optional and other rights, and qualifications, limitations and
restrictions thereof, are as follows:
COMMON SHARES: Subject to the rights of the preferred shares,
established as hereinafter set forth, the common shares shall have all such
powers and rights as provided by The General and Business Corporation Law of
Missouri and as are customarily attendant to such shares; and
PREFERRED SHARES: Except with respect to the 7% Cumulative
Redeemable Preferred Stock, Series B (Stated Value $100.00 Per Share), as to
which the powers, designations, preferences and relative, participating,
optional and other rights, and qualifications, limitations and restrictions
thereof, are set forth below, the Board of Directors of the corporation is
hereby expressly authorized to cause the preferred shares to be issued from
time to time, in series, and to provide, by resolution adopted prior to the
issue of shares of a particular series, the powers, designations, preferences
and relative, participating, optional and other rights (including special
rights to elect two (2) Directors), and qualifications, limitations and
restrictions thereof and all other matters with respect thereto, as may be so
provided for under The General and Business Corporation Law of Missouri, as
amended from time to time.
7% CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES B
1. Designation. The designation of this series is "7% Cumulative
Redeemable Preferred Stock, Series B" (hereinafter referred to as the
"Series B Preferred Stock") and the number of shares
<PAGE> 3
constituting such series is Thirty-Five Thousand and Forty-Five (35,045).
Shares of Series B Preferred Stock shall have a stated value of $100.00 per
share.
2. Dividends. The holders of record of the shares of the Series B
Preferred Stock shall be entitled to receive, when and as declared by the
Board of Directors of the corporation, out of any funds legally available for
such purpose, cumulative cash dividends at an annual dividend rate per share
of 7% of the stated value thereof, which amount is $7.00 per annum, per share,
and no more. Such dividends shall be payable each calendar quarter at the
rate of $1.75 per share on such dates as shall be fixed by resolution of the
Board of Directors of the corporation. The date from which dividends on such
shares shall be cumulative shall be the first day after said shares are
issued. Accumulations of dividends shall not bear interest. No cash dividend
shall be declared, paid or set apart for any shares of common stock unless all
dividends on all shares of the Series B Preferred Stock at the time
outstanding for all past dividend periods and for the then current dividend
shall have been paid, or shall have been declared and a sum sufficient for the
payment thereof, shall have been set apart. Subject to the foregoing
provisions of this paragraph (2), cash dividends or other cash distributions
as may be determined by the Board of Directors of the corporation, may be
declared and paid upon the shares of the common stock of the corporation from
time to time out of funds legally available therefor, and the shares of the
Series B Preferred Stock shall not be entitled to participate in any such cash
dividend or other such cash distribution so declared and paid or made on such
shares of common stock.
3. Redemption. From and after October 31, 1988, any holder may, by
written request, call upon the corporation to redeem all or any part of said
holder's shares of said Series B Preferred Stock at a redemption price of
$100.00 per share plus accumulated unpaid dividends to the date said request
for redemption is received by the corporation and no more (the "Redemption
Price"). Any such request for redemption shall be accompanied by the
certificates for which redemption is requested, duly endorsed or with
appropriate stock power attached, in either case with signature guaranteed.
Upon receipt by the corporation of any such request for redemption from any
holder of the Series B Preferred Stock, the corporation shall forthwith redeem
said stock at the Redemption Price, provided that: (i) full cumulative
dividends have been paid or declared and set apart for payment upon all shares
of any series of preferred stock ranking superior to the Series B Preferred
Stock as to dividends or other distributions (collectively the "Superior
Stock"); and (ii) the corporation is not then in default or in arrears with
respect to any sinking or analogous fund or call for tenders obligation or
agreement for the purchase, redemption or retirement of any shares of Superior
Stock. In the event that, upon receipt of a request for redemption, either or
both of the conditions set forth in clauses (i) and (ii) above are not met,
the corporation shall forthwith return said request to the submitting
shareholder along with a statement that the corporation is unable to honor
such request and explanation of the reasons therefor. From and after the
receipt by the corporation of a request for redemption from any holder of said
Series B Preferred Stock, which request may be honored consistent with the
foregoing provisions, all rights of such holder in the Series B Preferred
Stock for which redemption is requested shall cease and terminate, except only
the right to receive the Redemption Price thereof, but without interest.
4. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the corporation, the
holders of the Series B Preferred Stock shall be entitled to receive, subject
to the provisions of paragraph 7 and before any payment shall be made to the
holders of the shares of common stock, the amount of $100.00 each share, plus
accumulated dividends. After payment to the holders of the Series B Preferred
Stock of the full amount as aforesaid, the holders of the Series B Preferred
Stock as such shall have no right or claim to any of the remaining assets
which shall be distributed ratably to the holders of the corporation's common
stock. If, upon any such liquidation dissolution or winding up, the assets
available therefore are not sufficient to permit payments to the
<PAGE> 4
holders of Series B Preferred Stock of the full amount as aforesaid, then
subject to the provisions of paragraph 7, the holders of the Series B Preferred
Stock then outstanding shall share ratably in the distribution of assets in
accordance with the sums which would be payable if such holders were to receive
the full amounts as aforesaid.
5. Sinking Fund. There shall be no sinking fund applicable to the
shares of Series B Preferred Stock.
6. Conversion. The shares of Series B Preferred Stock shall not be
convertible into any shares of common stock or any other class of shares, nor
exchanged for any shares of common stock or any other class of shares.
7. Superior Stock. The corporation may issue stock with preferences
superior or equal to the shares of the Series B Preferred Stock without the
consent of the holders thereof.
8. Voting Rights. Each share of the Series B Preferred Stock shall
be entitled to equal voting rights, share for share, with each share of the
common stock of the corporation.
ARTICLE IV
No holder of stock of the corporation shall be entitled as a matter of
right to subscribe for or purchase any part of any new or additional issue of
stock, or securities convertible into stock, of any class whatsoever, whether
now or hereafter authorized, and all such additional shares of stock or other
securities convertible into stock may be issued and disposed of by the Board
of Directors to such person or persons and on such terms and for such
consideration (so far as may be permitted by law) as the Board of Directors,
in its absolute discretion, may deem advisable.
ARTICLE V
The number and class of shares to be issued before the corporation shall
commence business shall be one hundred (100) shares of common stock with a par
value of Ten Dollars ($10.00) per share. The consideration to be paid
therefor and the capital with which the corporation shall commence business
shall be One Thousand Dollars ($1,000.00). The corporation shall not commence
business until consideration of the value of at least One Thousand Dollars
($1,000.00) has been received for the issuance of shares.
<PAGE> 5
ARTICLE VI
<TABLE>
The name and place of residence of the incorporators are as follows:
<CAPTION>
Names Residences
----- ----------
<C> <S>
Arthur Blumeyer 41 Washington Terrace
St. Louis, Missouri
W.E. Burtelow 3999 Holly Hills Blvd.
St. Louis, Missouri
P.W. Herzog 43 Clermont Lane
Ladue Village
St. Louis County, Missouri
</TABLE>
ARTICLE VII
The number of Directors to constitute the Board of Directors shall be
twenty-seven (27); provided, however, that such number may be fixed, from time
to time, at not less than a minimum of fifteen (15) nor more than a maximum
(subject to the rights of the holders of preferred shares as set forth below)
of twenty-seven (27), by, or in the manner provided in, the Bylaws of the
corporation, and any such change shall be reported to the Secretary of State
of Missouri within thirty (30) calendar days of such change. The Directors
shall be divided into three classes: Class I, Class II and Class III. Such
classes shall be as nearly equal in number as possible. The term of office of
the initial Class I Directors shall expire at the annual meeting of
shareholders of the corporation in 1988; the term of office of the initial
Class II Directors shall expire at the annual meeting of shareholders of the
corporation in 1986; and the term of office of the initial Class III Directors
shall expire at the annual meeting of shareholders of the corporation in 1987;
or in each case when their respective successors are elected and have
qualified. At each annual election held after 1984, the Directors chosen to
succeed those whose terms then expire shall be identified as being of the same
class as the Directors they succeed and shall be elected for a term of three
(3) years expiring at the third succeeding annual meeting or thereafter when
their respective successors are elected and have qualified. If the number of
Directors is changed, any increase or decrease in Directors shall be
apportioned among the classes so as to maintain all classes as nearly equal in
number as possible, and any additional Director elected to any class shall
hold office for a term which shall expire with the term of the directors in
such class. Notwithstanding the foregoing provisions respecting the maximum
number of directors and the terms of office and classification of Directors,
during any period when the holders of preferred shares, voting as a class,
have the special right to elect two (2) Directors pursuant to Article III
hereof, then and during the time as such special right continues: (a) if the
number of Directors constituting the Board of Directors is in excess of twenty
(20) then the Board of Directors shall be decreased to twenty (20) in number;
and (b) the Board of Directors shall then be increased by two (2) Directors
who shall be elected by the holders of preferred shares pursuant to such
special right, voting as a class, at the next annual meeting of shareholders,
for a term of one (1) year until the next annual meeting of shareholders and
the election of their successors by the holders of the preferred shares, or
until the earlier termination of such special right of the holders of
preferred shares to elect such Directors, all as provided for in Article III
hereof. At a meeting called expressly for that purpose, a Director of the
corporation or the entire Board of Directors (other than a Director or
Directors elected by the holders of preferred shares voting as a class
pursuant to their special right) may be removed without cause only upon the
affirmative vote of the holders of not less than eighty percent (80%)
<PAGE> 6
of the shares entitled to vote generally in the election of Directors;
provided, however, that, if less than the entire Board of Directors is to be so
removed without cause, no one of the Directors may be removed if the votes cast
against such Director's removal would be sufficient to elect such Director if
then cumulatively voted at an election of the class of Directors of which such
Director is a part. At a meeting called expressly for that purpose, a
Director (other than a Director elected by the holders of preferred shares
voting as a class pursuant to their special right) may be removed by the
shareholders for cause by the affirmative vote of the holders of a majority of
the shares entitled to vote upon his election.
ARTICLE VIII
The duration of the corporation shall be perpetual.
ARTICLE IX
The corporation is formed for the following purposes:
1. To purchase, subscribe for or otherwise acquire and own, hold as
an investment or otherwise, use, sell, assign, deal in, transfer, mortgage,
pledge, exchange or otherwise dispose of, alone or in syndicates or otherwise
in conjunction with others, shares of capital stock, bonds, debentures, notes,
evidences of indebtedness and other securities, contracts or obligations of
any corporation, association, partnership, entity, or governmental, municipal
or public authority, domestic or foreign, and to pay therefor in whole or in
part, in cash or by exchanging therefor shares of the capital stock, bonds,
debentures, debenture stock, notes or other obligations of this corporation or
any other corporation, and while the owner or holder of any such property to
receive, collect and dispose of the interest, dividends and income arising
from such property, and to possess and exercise in respect thereof all the
rights, powers and privileges of ownership, including all voting powers of any
securities so owned;
2. To purchase or otherwise acquire the whole or any part of the
property, assets, business, goodwill or rights and to undertake or assume the
whole or any part of the bonds, mortgages, franchises, leases, contracts,
indebtedness, guaranties, liabilities and obligations of any person, firm,
association, corporation or organization, and to pay for the same or any part
or combination thereof in cash, shares of the capital stock, bonds,
debentures, debenture stock, notes, and other obligations of this corporation
or otherwise, or by undertaking and assuming the whole or any part of the
liabilities or obligations of the transferor; and to hold or in any manner
dispose of the whole or any part of the property and assets so acquired or
purchased, and to conduct in any lawful manner the whole or any part of the
business so acquired and to exercise all the powers necessary or convenient in
and about the conduct, management and carrying on of such business;
3. To purchase or otherwise acquire, hold, sell, pledge, transfer or
otherwise dispose of, and to reissue or cancel the shares of its own capital
stock or any securities or other obligations of this corporation;
4. To promote or assist financially, by loan, subsidy, guaranty,
contribution to capital or surplus, or otherwise, corporations, syndicates,
partnerships, individuals or associations of all kinds, foreign or domestic,
and in connection therewith to execute mortgages, deeds of trust, other forms
of encumbrances, contracts and other types of written instruments;
5. To purchase or otherwise acquire and own, hold, lease, develop,
sell, exchange or otherwise use, deal in or dispose of, mortgage or otherwise
encumber, real property or any interest
<PAGE> 7
therein and to purchase or otherwise acquire and own, hold, build, construct,
erect, manage, operate, repair, restore, and to dispose of by sale, lease,
mortgage or otherwise, buildings and structures of all types;
6. To purchase or otherwise acquire and own, hold, lease, sell, or
otherwise use, deal in or dispose of, mortgage or otherwise encumber personal
property of every kind and description or any interest therein, and to
operate, manage and maintain the same;
7. To acquire, own, hold, buy, sell, transfer and otherwise dispose
of patents and patent rights, trademarks and trade names, copyrights,
licenses, franchises, permits and other evidences of right;
8. In general to carry on any other lawful business whatsoever in
connection with the foregoing or which is calculated, directly or indirectly,
to promote the interest of the corporation or to enhance the value of its
properties;
9. To have and to exercise all powers necessary or incident to
carrying out its corporate purposes, to exercise all other powers permitted by
law, and to possess and enjoy all rights and powers which now or at any time
hereafter may be granted to or exercised by a corporation of this character.
ARTICLE X
The Board of Directors shall have the power to make, alter, amend or
repeal the Bylaws of the corporation from time to time.
ARTICLE XI
The approval of any Business Combination shall, in addition to any
affirmative vote required by law, require the affirmative vote of the holders
of not less than eighty percent (80%) of the common shares of the corporation
then entitled to vote generally in the election of directors of the
corporation; provided, however, that any such Business Combination may be
approved on the affirmative vote required by law if such Business Combination
is approved by not less than seventy-five percent (75%) of the entire Board of
Directors of the corporation. As used herein the term "Business Combination"
shall mean:
(i) Any merger or consolidation of the corporation or any subsidiary
of the corporation with (a) any Substantial Shareholder or (b) any other
corporation which, after such merger or consolidation, would be a Substantial
Shareholder, regardless of which entity survives;
(ii) Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Substantial Shareholder of all or substantially all of the assets of the
corporation or any subsidiary of the corporation, or both;
(iii) The adoption of any plan or proposal for the liquidation of the
corporation proposed by or on behalf of a Substantial Shareholder; or
(iv) Any transaction involving the corporation or any of its
subsidiaries, including the issuance or transfer of any securities of, any
reclassification of securities of, or any recapitalization of, the corporation
or any of its subsidiaries, or any merger or consolidation of the corporation
with any of its subsidiaries (whether or not involving a Substantial
Shareholder), if the transaction would have the effect,
<PAGE> 8
directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity or convertible securities of the
corporation or any subsidiary, of which a Substantial Shareholder is the
Beneficial Owner.
As used herein, the term "Substantial Shareholder" shall mean and
include any individual, corporation, partnership or other person or entity
which, together with its "Affiliates" and "Associates" (as such terms were
defined as of February 29, 1984 in Rule 12b-2 under the Securities Exchange
Act of 1934), is the "Beneficial Owner" (as determined in accordance with the
criteria set forth as of February 29, 1984 under Rule 13d-3 under the
Securities Exchange Act of 1934) in the aggregate of more than five percent
(5%) of the outstanding shares of the corporation entitled to vote generally
in an election of Directors; and any Affiliate or Associate of any such
individual, corporation, partnership or other person or entity.
ARTICLE XII
The corporation reserves the right to amend, alter, change or repeal any
provisions contained in these Articles of Incorporation in the manner now or
hereafter prescribed by law, and all rights conferred upon shareholders herein
are granted subject to this reservation; provided, however, that any
amendment, alteration or repeal of the provisions of Article VII, Article XI
or this proviso to Article XII shall, in addition to any affirmative vote
required by law, require the affirmative vote of the holders of eighty percent
(80%) of the common shares of the corporation then entitled to vote at a
meeting of shareholders called for such purpose.
ARTICLE XIII
(1) The corporation shall indemnify each of its Directors, its
Chairman of the Board, its Vice Chairman of the Board, its President and its
Vice Presidents to the full extent specified by Section 351.355 of the Revised
Statutes of Missouri, as amended from time to time, (the "Indemnification
Statute") and, in addition, shall indemnify each of them against all expenses
(including without limitation all attorneys' fees, judgments, fines and
amounts paid in settlement) incurred by him in connection with any claim
(including, without limitation, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
and whether or not by or in the right of any corporation) by reason of the
fact that he is or was serving the corporation or at the request of the
corporation in any of the capacities referred to in the Indemnification
Statute or arising out of his status in any such capacity, provided that the
corporation shall not indemnify any person from or on account of such person's
conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct.
(2) The corporation may, to such extent as it deems appropriate and as
may be permitted by the Indemnification Statute, indemnify any other person
referred to in the Indemnification Statute against any such expenses incurred
by him in connection with any such claim by reason of the fact that he is or
was serving the corporation or at the request of the corporation in any of
such capacities or arising out of his status in any such capacity.
(3) The corporation is authorized to give or supplement any of the
aforesaid indemnifications by bylaw, agreement or otherwise and fund them by
insurance to the extent it deems appropriate. Amounts to be paid under this
Article shall be disbursed at such times and upon such procedures as the
corporation shall determine. All such indemnification shall continue as to
any person who has ceased to serve in any of the aforesaid capacities and
shall inure to the benefit of the heirs, devisees and personal
<PAGE> 9
representatives of such person. Indemnification given under section (1) or
given or supplemented under this section (3) of this Article XIII shall survive
elimination or modification of this Article with respect to any such expenses
incurred in connection with claims arising out of acts or omissions occurring
prior to such elimination or modification and persons to whom such
indemnification is given shall be entitled to rely upon such indemnification
as a contract with the corporation.
IN WITNESS WHEREOF, these Restated Articles of Incorporation have been
executed in duplicate on behalf of said corporation this 13th day of June,
1995.
BOATMEN'S BANCSHARES, INC.
By /s/ Andrew B. Craig, III
-----------------------------------------
Andrew B. Craig, III
Chairman of the Board
and Chief Executive Officer
(SEAL)
By /s/ David L. Foulk
-----------------------------------------
David L. Foulk
Secretary
ATTEST:
/s/ David L. Foulk
- -------------------------------------
David L. Foulk
Secretary
<PAGE> 10
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
I, Susan M. Hill, a notary public, do hereby certify that on this 13th
day of June, 1995, personally appeared before me Andrew B. Craig, III and
David L. Foulk, who, being by me first duly sworn, declared that they are,
respectively, the Chairman of the Board and Chief Executive Officer and
Secretary of Boatmen's Bancshares, Inc., that they signed the foregoing
document as, respectively, Chairman of the Board and Chief Executive Officer
and Secretary of the corporation, and that the statements therein contained
are true.
(NOTARIAL SEAL)
/s/ Susan M. Hill
-------------------------------------------
Susan M. Hill
Notary Public
My Commission expires: September 9, 1998.
<PAGE> 1
Exhibit 5
---------
<PAGE> 2
LEWIS, RICE & FINGERSH
A LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
500 N. BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102-2147
TEL (314) 444-7600
July 13, 1995
Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
RE: REGISTRATION STATEMENT ON FORM S-8 OF 2,000,000 SHARES OF COMMON
STOCK FOR THE BOATMEN'S BANCSHARES, INC. 1991 INCENTIVE STOCK OPTION
PLAN
Gentlemen:
In connection with the registration of 2,000,000 shares of common stock,
par value $1.00 per share (the "Shares"), of Boatmen's Bancshares, Inc. (the
"Company") for issuance pursuant to the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan (the "Plan"), you have requested that we furnish
you with our opinion as to the legality of such issuance of the Shares.
As counsel to the Company, we have participated in the preparation of
its Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Registration Statement") with respect to the Shares. We have
examined and are familiar with the Company's Restated Articles of
Incorporation, Bylaws as amended, records of corporate proceedings, the Plan
and such other documents and records as we have considered appropriate.
Based upon the foregoing, we are of the opinion that the Shares have
been duly and validly authorized and will, when issued pursuant to the Plan,
be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
LEWIS, RICE & FINGERSH, L.C.
/s/ Lewis, Rice & Fingersh, L.C.
ST. LOUIS, MISSOURI * KANSAS CITY, MISSOURI * CLAYTON, MISSOURI * WASHINGTON,
MISSOURI * BELLEVILLE, ILLINOIS * HAYS, KANSAS * LEAWOOD, KANSAS
<PAGE> 1
Exhibit 23(b)
-------------
<PAGE> 2
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the Boatmen's Bancshares, Inc.
1991 Incentive Stock Option Plan of our reports (a) dated January 19, 1995,
with respect to the consolidated financial statements of Boatmen's Bancshares,
Inc. incorporated by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1994, and (b) dated January 19, 1995 (except for the
pooling of interests with Worthen Banking Corporation as of February 28, 1995,
and Note 3, for which the date is April 1, 1995), with respect to the
supplemental consolidated financial statements of Boatmen's Bancshares, Inc.
as of December 31, 1994, and 1993 and for each of the three years in the
period ended December 31, 1994, included in its Current Report on Form 8-K
dated April 28, 1995, both filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
St. Louis, Missouri
July 13, 1995
<PAGE> 1
Exhibit 23(c)
-------------
<PAGE> 2
CONSENT OF KPMG PEAT MARWICK LLP
--------------------------------
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Boatmen's Bancshares, Inc. for the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan of our report dated February 24, 1995 with respect
to the consolidated balance sheets of Worthen Banking Corporation and
subsidiaries as of December 31, 1994 and 1993 and the related consolidated
statements of earnings, stockholders' equity and cash flows for each of the
years in the three-year period ended December 31, 1994 which report is
included as an exhibit to the Boatmen's Bancshares, Inc. Form 8-K dated April
28, 1995. Our report refers to changes in the methods of accounting for
investments in 1994 and income taxes in 1993.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Little Rock, Arkansas
July 12, 1995
<PAGE> 1
Exhibit 23(d)
-------------
<PAGE> 2
Consent of Independent Auditors
-------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Boatmen's Bancshares, Inc. of our report dated
January 22, 1993, relating to the consolidated and parent only statements of
income, retained earnings and cash flows of The Union of Arkansas Corporation
and Subsidiaries for the year ended December 31, 1992 (not presented
separately herein) which report appears in Boatmen's Bancshares, Inc.'s Form
8-K dated April 28, 1995 and to all references to our Firm included in this
registration statement.
/s/ Frost & Company
Frost & Company
Certified Public Accountants
Little Rock, Arkansas
July 10, 1995
<PAGE> 1
Exhibit 24
----------
<PAGE> 2
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 5, 1995
/s/ Richard L. Battram
------------------------------------
Richard L. Battram
<PAGE> 3
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 5, 1995
/s/ B. A. Bridgewater, Jr.
-----------------------------------
B. A. Bridgewater, Jr.
<PAGE> 4
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 3, 1995
/s/ William E. Cornelius
---------------------------------
William E. Cornelius
<PAGE> 5
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 3, 1995
/s/ Andrew B. Craig, III
----------------------------------
Andrew B. Craig, III
<PAGE> 6
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 10, 1995
/s/ John E. Hayes, Jr.
-----------------------------------
John E. Hayes, Jr.
<PAGE> 7
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 10, 1995
/s/ Samuel B. Hayes, III
-----------------------------------
Samuel B. Hayes, III
<PAGE> 8
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 5, 1995
/s/ C. Ray Holman
------------------------------------
C. Ray Holman
<PAGE> 9
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 3, 1995
/s/ John Peters MacCarthy
------------------------------------
John Peters MacCarthy
<PAGE> 10
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 7, 1995
/s/ William E. Maritz
-----------------------------------
William E. Maritz
<PAGE> 11
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 3, 1995
/s/ Andrew E. Newman
-----------------------------------
Andrew E. Newman
<PAGE> 12
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 5, 1995
/s/ Richard E. Peck
------------------------------------
Richard E. Peck
<PAGE> 13
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 5, 1995
/s/ Jerry E. Ritter
------------------------------------
Jerry E. Ritter
<PAGE> 14
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 6, 1995
/s/ William P. Stiritz
-----------------------------------
William P. Stiritz
<PAGE> 15
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 6, 1995
/s/ Albert E. Suter
------------------------------------
Albert E. Suter
<PAGE> 16
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 3, 1995
/s/ Dwight D. Sutherland
------------------------------------
Dwight D. Sutherland
<PAGE> 17
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 3, 1995
/s/ Theodore C. Wetterau
-------------------------------------
Theodore C. Wetterau
<PAGE> 18
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints GREGORY L. CURL and JAMES W. KIENKER,
and each of them, the true and lawful attorneys-in-fact and agents for him and
in his name, place or stead, in any and all capacities, to sign and file, or
cause to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8 under the
Securities Act of 1933, as amended, relating to the issuance of common stock
of Boatmen's Bancshares, Inc. under the Boatmen's Bancshares, Inc. 1991
Incentive Stock Option Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Dated: July 3, 1995
/s/ James W. Kienker
------------------------------------
James W. Kienker
