<PAGE> 1
Registration No. 33-56035
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------------
BOATMEN'S BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
MISSOURI 6712 43-0672260
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Identification
incorporation or Classification Number)
organization) Code Number)
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
(314) 466-6000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
-----------------------------
JAMES W. KIENKER
Executive Vice President and Chief Financial Officer
Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
(314) 466-7718
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------------
Copies to:
Thomas C. Erb, Esq. C. Douglas Buford, Jr., Esq.
Lewis, Rice & Fingersh, L.C. Wright, Lindsey & Jennings
500 N. Broadway, Suite 2000 2200 Worthen Bank Building
St. Louis, Missouri 63102 200 West Capitol Ave.
(314) 444-7600 Little Rock, Arkansas 72201
(501) 371-0808
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(a), MAY DETERMINE.
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<TABLE>
BOATMEN'S BANCSHARES, INC.
CROSS REFERENCE SHEET TO PROSPECTUS
<CAPTION>
FORM S-4 HEADING PROSPECTUS LOCATION
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus . . . . . . . . . . . . . Forepart of Registration Statement and Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . . . . . . . Inside Front and Outside Back Cover Pages of Prospectus;
Table of Contents
3. Risk Factors, Ratio of Earnings to Fixed Charges and
Other Information. . . . . . . . . . . . . . . . . . . . Summary Information
4. Terms of the Transaction . . . . . . . . . . . . . . . . Summary Information; The Merger; Description of Boatmen's
Capital Stock; Comparison of Shareholder Rights; Certain
Provisions of the Merger Agreement
5. Pro Forma Financial Information. . . . . . . . . . . . . Pro Forma Financial Data
6. Material Contacts with the Company Being
Acquired . . . . . . . . . . . . . . . . . . . . . . . . Summary Information; The Merger; Certain Provisions of the
Merger Agreement
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to Be Underwriters. . . . . . *
8. Interests of Named Experts and Counsel . . . . . . . . . The Merger; Legal Opinion; Experts
9. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . . . . *
10. Information with Respect to S-3 Registrants. . . . . . . Incorporation of Certain Documents by Reference; The Merger
11. Incorporation of Certain Information by Reference. . . . Incorporation of Certain Documents by Reference
12. Information with Respect to S-2 or S-3 Registrants . . . *
13. Incorporation of Certain Information by Reference. . . . *
- ---------------------------------------
*Indicates item not applicable
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<CAPTION>
FORM S-4 HEADING PROSPECTUS LOCATION
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
14. Information with Respect to Registrants Other than S-2
or S-3 Registrants . . . . . . . . . . . . . . . . . . . *
15. Information with Respect to S-3 Companies. . . . . . . . Incorporation of Certain Documents by Reference; Summary
Information; The Merger
16. Information with Respect to S-2 or S-3 Companies . . . . *
17. Information with Respect to Companies Other than S-2
or S-3 Companies . . . . . . . . . . . . . . . . . . . . *
18. Information if Proxies, Consents or Authorizations are to
be Solicited . . . . . . . . . . . . . . . . . . . . . . Incorporation of Certain Documents By Reference; Summary
Information; The Special Meeting; The Merger
19. Information if Proxies, Consents or Authorizations are
not to be Solicited in an Exchange Offer . . . . . . . . *
- ---------------------------------------
*Indicates item not applicable
</TABLE>
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355(1) and (2) of The General and 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 director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses, judgments, fines and amounts paid
in settlement 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(3) 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(7) 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 bylaw 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
registrant provides that registrant shall extend to its directors
and certain of its executive officers the indemnification
specified in subsections (1) and (2) and the additional
indemnification authorized in subsection (7) 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, registrant'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 registrant in
the discharge of their duties solely in their capacity as
directors or officers of registrant, individually or
collectively, or any matter claimed against them solely by reason
of their being directors or officers of registrant.
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ITEM 21. APPENDICES AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this
Registration Statement:
(2)(a) Agreement and Plan of Merger, dated August 18,
1994, by and among Worthen Banking
Corporation, Boatmen's Bancshares, Inc. and
BBI AcquisitionCo, Inc. (Appendix A to Proxy
Statement/Prospectus);
(5) Opinion of Lewis, Rice & Fingersh, L.C., regarding
legality;
(8) Opinion of Lewis, Rice & Fingersh, L.C., regarding
federal income tax consequences;
(23)(a) Consent of Ernst & Young LLP;
(23)(b) Consent of KPMG Peat Marwick LLP;
(23)(c) Consent of Frost & Company;
(23)(d) Consent of KPMG Peat Marwick LLP;
(23)(e) Consent of KPMG Peat Marwick LLP;
(23)(f) Consent of KPMG Peat Marwick LLP;
(23)(g) Consent of Lewis, Rice & Fingersh, L.C., (in opinion
regarding legality);
(23)(h) Consent of Lewis, Rice & Fingersh, L.C., (in opinion
regarding federal income tax consequences);
(23)(i) Consent of PaineWebber Incorporated;
(24) Power of Attorney;
(99)(a) Form of Proxy Card;
(99)(b) Form of Letter to Shareholders to Accompany
Proxy Statement/Prospectus;
(99)(c) Form of Notice of Special Meeting;
(99)(d) Fairness Opinion (Appendix B to Proxy
Statement/Prospectus); and
(99)(e) Excerpts of the Arkansas Business Corporation
Act (Dissenters' Rights) (Appendix C to Proxy
Statement/Prospectus).
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The following exhibits are incorporated herein by
reference:
(3)(a) Restated Articles of Incorporation of
Boatmen's Bancshares, Inc.;
(3)(b) Change of Designation of Registered Agent;
(3)(c) Amended Bylaws of Boatmen's Bancshares, Inc.;
(4) Rights Agreement, dated as of August 14, 1990,
of Boatmen's Bancshares, Inc.;
Note: No long-term debt instrument issued by
Boatmen's Bancshares, Inc. exceeds 10% of the
consolidated total assets of Boatmen's
Bancshares, Inc. and its subsidiaries. In
accordance with paragraph 4(iii) of Item 601
of Regulation S-K, Boatmen's Bancshares, Inc.
will furnish to the S.E.C. upon request copies
of long-term debt instruments and related
agreements.
(b) No financial statement schedules are required to be
filed herewith pursuant to Item 21(b) or (c) of this Form.
ITEM 22. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes as
follows: That prior to any public reoffering of the securities
registered hereunder through the use of a prospectus which is a
part of this registration statement, by any person or party who
is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration
form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other Items of the applicable form.
(2) The undersigned Registrant undertakes that every
prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933,
as amended, and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, as
amended, 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) The undersigned Registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this
Form, within one business day of receipt of such request, and to
send the incorporated document by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
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<PAGE> 7
(4) The undersigned Registrant hereby undertakes to supply
by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
(5) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, as amended, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (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, as amended)
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.
(6) The undersigned Registrant hereby undertakes 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;
tha+, 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; and 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.
(7) Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions (see Item 20 --
Indemnification of Directors and Officers), or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy expressed in the Securities Act of 1933, as amended, 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 act and will be governed by the final
adjudication of such issue.
II-4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant 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 January 25, 1995.
BOATMEN'S BANCSHARES, INC.
By /s/ Andrew B. Craig, III
-----------------------------------------
Andrew B. Craig, III
Chairman of the Board and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities indicated on January 25, 1995.
<TABLE>
<S> <C>
/s/ Andrew B. Craig, III
- ------------------------------------ Chairman of the Board and Chief Executive Officer
Andrew B. Craig, III (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
*
- ------------------------------------ Vice Chairman and Director
John Peters MacCarthy
*
- ------------------------------------ Director
Richard L. Battram
*
- ------------------------------------ Director
B. A. Bridgewater, Jr.
*
- ------------------------------------ Director
William E. Cornelius
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<PAGE> 9
*
- ------------------------------------ Director
Ilus W. Davis
*
- ------------------------------------ Director
John E. Hayes, Jr.
- ------------------------------------ Director
Lee M. Liberman
- ------------------------------------ Director
William E. Maritz
*
- ------------------------------------ Director
Andrew E. Newman
*
- ------------------------------------ Director
Jerry E. Ritter
*
- ------------------------------------ Director
William P. Stiritz
*
- ------------------------------------ Director
Albert E. Suter
- ------------------------------------ Director
Dwight D. Sutherland
*
- ------------------------------------ Director
Theodore C. Wetterau
/s/ James W. Kienker
- ------------------------------------
James W. Kienker
Attorney-in-fact
</TABLE>
II-6
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<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Number Exhibit
- ------ -------
<S> <C>
(2)(a) Agreement and Plan of Merger, dated August 18, 1994,
by and among Worthen Banking Corporation, Boatmen's
Bancshares, Inc. and BBI AcquisitionCo, Inc.
(Appendix A to Proxy Statement/Prospectus).*
(3)(a) Restated Articles of Incorporation of Boatmen's
Bancshares, Inc. is incorporated by reference from the
Boatmen's Bancshares, Inc. Registration Statement on
Form S-4 (Registration Statement No. 33-55625), dated
September 26, 1994.
(3)(b) Change of Designation of Registered Agent is
incorporated by reference from Boatmen's Bancshares,
Inc. Registration Statement on Form S-4 (Registration
Statement No. 33-55625), dated September 26, 1994.
(3)(c) Amended Bylaws of Boatmen's Bancshares, Inc. is
incorporated by reference from the Boatmen's
Bancshares, Inc. Registration Statement on Form S-4
(Registration Statement No. 33-55625), dated
September 26, 1994.
(4) Rights Agreement, dated as of August 14, 1990, of
Boatmen's Bancshares, Inc., is incorporated herein by
reference from the Boatmen's Bancshares, Inc.
Registration Statement on Form 8-A, dated August 14,
1990.
(5) Opinion of Lewis, Rice & Fingersh, L.C., regarding legality.*
(8) Opinion of Lewis, Rice & Fingersh, L.C., regarding federal income
tax consequences.*
(23)(a) Consent of Ernst & Young LLP.
(23)(b) Consent of KPMG Peat Marwick LLP.
(23)(c) Consent of Frost & Company.
(23)(d) Consent of KPMG Peat Marwick LLP.
(23)(e) Consent of KPMG Peat Marwick LLP.
(23)(f) Consent of KPMG Peat Marwick LLP.
(23)(g) Consent of Lewis, Rice & Fingersh, L.C. (in opinion regarding
legality).*
(23)(h) Consent of Lewis, Rice & Fingersh, L.C. (in opinion
regarding federal income tax consequences).*
- ----------------------------
*Previously filed.
<PAGE> 11
<CAPTION>
Number Exhibit
- ------ -------
<S> <C>
(23)(i) Consent of PaineWebber Incorporated.*
(24) Power of Attorney.*
(99)(a) Form of Proxy Card.*
(99)(b) Form of Letter to Shareholders to Accompany Proxy Statement/
Prospectus.*
(99)(c) Form of Notice of Special Meeting.*
(99)(d) Fairness Opinion (Appendix B to Proxy Statement/Prospectus).*
(99)(e) Excerpts of the Arkansas Business Corporation Act
(Dissenters' Rights)
(Appendix C to Proxy Statement/Prospectus).*
- ----------------------------
*Previously filed.
</TABLE>
<PAGE> 1
EXHIBIT (23)(a)
---------------
<PAGE> 2
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-4) and related Prospectus of
Boatmen's Bancshares, Inc. for the registration of 17,683,100
shares of its common stock and to the incorporation by reference
therein of our report dated January 20, 1994, 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, 1993, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
St. Louis, Missouri
January 19, 1995
<PAGE> 1
EXHIBIT (23)(b)
---------------
<PAGE> 2
CONSENT OF KPMG PEAT MARWICK LLP
-------------------------------
We consent to the incorporation by reference in the registration
statement on Form S-4 of Boatmen's Bancshares, Inc. of our reports dated
February 25, 1994, with respect to the consolidated balance sheets of
Worthen Banking Corporation and subsidiaries as of December 31, 1993 and
1992 and the related consolidated statements of earnings, stockholders'
equity and cash flows and related financial statement schedule for each
of the years in the three-year period ended December 31, 1993, which
reports appear in the December 31, 1993 Annual Report on Form 10-K of
Worthen Banking Corporation which is included as an exhibit to the
Boatmen's Bancshares, Inc. Form 8-K dated September 2, 1994. Our report
refers to a change in the method of accounting for income taxes in 1993.
We also consent to the reference to our firm under the heading "Experts"
in the Proxy Statement/Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Little Rock, Arkansas
January 23, 1995
<PAGE> 1
EXHIBIT (23)(c)
---------------
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors and Stockholders
Worthen Banking Corporation
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Boatmen's Bancshares, Inc. of our report dated
January 22, 1993, relating to the consolidated and parent only balance sheets
of The Union of Arkansas Corporation and Subsidiaries as of December 31, 1992
and the related consolidated and parent only statements of income, retained
earnings and cash flows for the two year period then ended (not presented
separately herein) which report appears in Exhibit 99 in the December 31,
1993 Annual Report on Form 10-K of Worthen Banking Corporation.
/s/ FROST & COMPANY
Frost & Company
Certified Public Accountants
Little Rock, Arkansas
January 24, 1995
<PAGE> 1
EXHIBIT (23)(d)
---------------
<PAGE> 2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Boatmen's Bancshares, Inc.
We consent to the incorporation by reference in the registration
statement on Form S-4 (No. 33-56035) of Boatmen's Bancshares, Inc.
of our report dated March 5, 1992, relating to the consolidated
statements of operations, changes in stockholders' equity and cash
flows of Sunwest Financial Services, Inc. and subsidiaries for the
year ended December 31, 1991, which report appears in the December
31, 1993 annual report on Form 10-K of Boatmen's Bancshares, Inc.
and to the reference to our firm under the heading "Experts" in the
Proxy Statement/Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Albuquerque, New Mexico
January 24, 1995
<PAGE> 1
EXHIBIT (23)(e)
---------------
<PAGE> 2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Boatmen's Bancshares, Inc.
We consent to the incorporation by reference in the registration
statement on Form S-4 of Boatmen's Bancshares, Inc. of our report
dated January 24, 1992, except for Note 23 which is as of February
24, 1992, relating to the consolidated statements of income,
stockholders' equity and cash flows of First Amarillo
Bancorporation, Inc. and subsidiaries for the year ended December
31, 1991, which report appears in the December 31, 1993 annual
report on Form 10-K of Boatmen's Bancshares, Inc. We also consent
to the reference to our firm under the heading "Experts" in the
Joint Proxy Statement/Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Amarillo, Texas
January 24, 1995
<PAGE> 1
EXHIBIT (23)(f)
---------------
<PAGE> 2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Boatmen's Bancshares, Inc.
We consent to the incorporation by reference in the registration
statement on Form S-4 of Boatmen's Bancshares, Inc. of our report
dated January 31, 1992, relating to the consolidated income
statement and statements of changes in stockholders' equity and
cash flows of First Interstate of Iowa, Inc. and subsidiaries for
the year ended December 31, 1991, which report appears in the
December 31, 1993 annual report on Form 10-K of Boatmen's
Bancshares, Inc., and to the reference to our Firm under the
heading "Experts" in the joint proxy statement/prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Des Moines, Iowa
January 25, 1995
