<PAGE> 1
Registration No. 33------
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
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 jurisdiction (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification
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. Charles E. Greef, Esq.
Lewis, Rice & Fingersh, L.C. Jenkens & Gilchrist, P.C.
500 N. Broadway, Suite 2000 1445 Ross Avenue, Suite 3200
St. Louis, Missouri 63102 Dallas, Texas 75202-2799
(314) 444-7613 (214) 855-4500
-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT. IF THE SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED IN
CONNECTION WITH THE FORMATION OF A HOLDING COMPANY AND THERE IS COMPLIANCE WITH
GENERAL INSTRUCTION G, CHECK THE FOLLOWING BOX./ /
-----------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<CAPTION>
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered<F1> Unit price<F2> registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $1.00 par value 240,004 $20.1944 $4,846,736 $1,671.29
- ------------------------------------------------------------------------------------------------------------------------------------
Preferred Share Purchase Rights <F3> <F4> <F4> <F4>
===================================================================================================================================
<FN>
<F1> Based upon the assumed maximum number of shares of common
stock of the Registrant issuable to holders of common stock of
Tom Green National Bank, a national banking association ("Tom
Green National"), in the proposed merger of Tom Green National
into Boatmen's First National Bank of Amarillo ("Boatmen's-
Amarillo"), a national banking association and wholly owned
subsidiary of Boatmen's Texas, Inc. ("Boatmen's-Texas"), a
Missouri corporation, which, in turn, is a wholly owned
subsidiary of the Registrant.
<F2> Solely for purposes of calculating the registration fee in
accordance with Rule 457(f)(2), the figure ($4,846,736)
represents, as of September 30, 1995, the book value of the
securities of Tom Green National to be received by the
Registrant in the proposed merger of Tom Green National into
Boatmen's-Amarillo.
<F3> Each share of common stock includes one preferred share
purchase right.
<F4> Not applicable.
</TABLE>
-----------------------------
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.
===============================================================================
<PAGE> 2
<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
5. Pro Forma Financial Information. . . . . . . . . . . . . Pro Forma Financial Data
6. Material Contacts with the Company Being
Acquired . . . . . . . . . . . . . . . . . . . . . . . Summary Information; The
Merger
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to Be Underwriters. . . . . <F*>
8. Interests of Named Experts and Counsel . . . . . . . . . The Merger; Legal Opinion;
Experts
9. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . . . <F*>
10. Information with Respect to S-3 Registrants. . . . . . . Incorporation of Certain
Documents by Reference; Summary
Information; Selected Financial
Data; The Parties; 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 . . . <F*>
13. Incorporation of Certain Information by Reference. . . . <F*>
<FN>
- ----------------------------------------
<F*>Indicates item not applicable
<PAGE> 3
<CAPTION>
FORM S-4 HEADING PROSPECTUS LOCATION
- ----------------------------------------------------------------------------------------------
<S> <C>
14. Information with Respect to Registrants Other than S-2
or S-3 Registrants . . . . . . . . . . . . . . . . . . <F*>
15. Information with Respect to S-3 Companies. . . . . . . . <F*>
16. Information with Respect to S-2 or S-3 Companies . . . . <F*>
17. Information with Respect to Companies Other than S-2
or S-3 Companies . . . . . . . . . . . . . . . . . . . Summary Information; The
Merger; Information About Tom
Green National; Index to
Financial Statements of Tom
Green National
18. Information if Proxies, Consents or Authorizations are to
be Solicited . . . . . . . . . . . . . . . . . . . . . Incorporation of Certain
Documents By Reference;
Summary Information; The
Special Meeting; The Merger;
Shareholder Proposals
19. Information if Proxies, Consents or Authorizations are
not to be Solicited in an Exchange Offer . . . . . . . <F*>
<FN>
- ---------------------------------------
<F*>Indicates item not applicable
</TABLE>
<PAGE> 4
TOM GREEN NATIONAL BANK
PROXY STATEMENT
----------------------
BOATMEN'S BANCSHARES, INC.
PROSPECTUS
This Proxy Statement/Prospectus ("Proxy Statement/Prospectus") is being
furnished to the shareholders of Tom Green National Bank, a national banking
association located in San Angelo, Texas ("Tom Green National"), in connection
with the solicitation of proxies by the Board of Directors of Tom Green
National for use at the Special Meeting of Shareholders of Tom Green National
to be held at 10:00 a.m., local time, on --------------, 1996, at the offices
of Tom Green National, 2302 Pulliam Street, San Angelo, Texas (the "Special
Meeting").
At the Special Meeting, shareholders of Tom Green National will consider
and vote upon the Agreement and Plan of Merger, dated August 29, 1995 (the
"Merger Agreement"), between Tom Green National and Boatmen's First National
Bank of Amarillo ("Boatmen's-Amarillo"), a national banking association
located in Amarillo, Texas and wholly owned subsidiary of Boatmen's Texas,
Inc. ("Boatmen's-Texas"), a Missouri corporation and wholly owned subsidiary
of Boatmen's Bancshares, Inc., a Missouri corporation ("Boatmen's"), and
joined in by Boatmen's and Boatmen's-Texas, which provides for, among other
things, the merger of Tom Green National with and into Boatmen's-Amarillo (the
"Merger"). Upon consummation of the Merger, each issued and outstanding share
of common stock of Tom Green National (other than shares held by any
shareholder properly exercising dissenters' rights) will be converted into the
right to receive 2.1525 shares of common stock, par value $1.00 per share, of
Boatmen's and any attached rights ("Boatmen's Common"), plus cash in lieu of
any fractional share interests.
This Proxy Statement/Prospectus also constitutes a prospectus of
Boatmen's with respect to up to 240,004 shares of Boatmen's Common issuable
in the Merger to holders of common stock of Tom Green National. The
outstanding shares of Boatmen's Common are, and the shares of Boatmen's Common
to be issued in the Merger will be, included for quotation on the Nasdaq Stock
Market's National Market ("Nasdaq"). The last reported sale price of
Boatmen's Common on Nasdaq on ----------------, 1996, was $--------.
This Proxy Statement/Prospectus and the accompanying form of proxy are
first being mailed to shareholders of Tom Green National on or about
- --------------, 1996 (the "Mailing Date").
Any proxy given pursuant to this solicitation may be revoked by the
grantor at any time prior to the voting thereof at the Special Meeting.
Holders of common stock of Tom Green National will be entitled to appraisal
rights in connection with the Merger as described herein.
The Proxy Statement/Prospectus does not cover any resales of the
Boatmen's Common offered hereby to be received by the stockholders deemed to
be "affiliates" of Boatmen's or Tom Green National upon consummation of the
Merger. No person is authorized to make use of this Proxy Statement/
Prospectus in connection with such resales.
THE SHARES OF BOATMEN'S COMMON ISSUABLE IN THE MERGER
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------
THE SHARES OF BOATMEN'S COMMON OFFERED HEREBY ARE NOT
SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY
BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE
FUND OR ANY OTHER GOVERNMENTAL AGENCY.
-----------------------------------
THE DATE OF THIS PROXY STATEMENT/PROSPECTUS IS ----------------, 1996
<PAGE> 5
<TABLE>
TABLE OF CONTENTS
-----------------
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SUMMARY INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Boatmen's. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Boatmen's-Texas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Boatmen's-Amarillo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Tom Green National . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Recent Developments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Date, Time and Place of the Special Meeting. . . . . . . . . . . . . . . . . . . . . . . 5
Matters to be Considered at the Special Meeting. . . . . . . . . . . . . . . . . . . . . 5
Record Date for the Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Vote Required to Approve Merger Agreement. . . . . . . . . . . . . . . . . . . . . . . . 5
Certain Holders of Tom Green National Common . . . . . . . . . . . . . . . . . . . . . . 5
Revocation of Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Value of the Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Reasons for the Merger and Recommendation of the Boards of Directors.. . . . . . . . . . 6
Conduct of Business Pending the Merger; Dividends. . . . . . . . . . . . . . . . . . . . 7
Conditions to the Merger; Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . 7
Termination of the Merger Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Payment Upon Occurrence of Certain Triggering Events . . . . . . . . . . . . . . . . . . 8
Federal Income Tax Consequences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Effective Time of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Interests of Certain Persons in the Merger . . . . . . . . . . . . . . . . . . . . . . . 9
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Management and Operations After the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Comparison of Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Comparative Stock Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SELECTED COMPARATIVE PER SHARE DATA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
THE SPECIAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Date, Time and Place of Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Matters to be Considered at the Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . 16
i
<PAGE> 6
<CAPTION>
PAGE
----
<S> <C>
Record Date for Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Vote Required to Approve the Merger Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 16
Voting and Revocation of Proxies for Special Meeting . . . . . . . . . . . . . . . . . . . . . 17
Solicitation of Proxies for Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . 17
Expenses for Preparation of Proxy Statement/Prospectus . . . . . . . . . . . . . . . . . . . . 17
Mailing Date of Proxy Statement/Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . 18
THE PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Boatmen's. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Recent and Pending Acquisitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Boatmen's-Texas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Boatmen's-Amarillo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Tom Green National . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Recommendation of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Fractional Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Share Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Form of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Conduct of Business Pending the Merger; Dividends. . . . . . . . . . . . . . . . . . . . . . . 22
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Conditions to Consummation of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Termination or Abandonment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Payment Upon Occurrence of Certain Triggering Events . . . . . . . . . . . . . . . . . . . . . 24
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Exchange of Tom Green National Stock Certificates; Fractional Shares . . . . . . . . . . . . . 27
Representations and Warranties of Tom Green National, Boatmen's and Boatmen's-Amarillo . . . . 28
Certain Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Waiver and Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Expenses and Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Federal Income Tax Consequences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Resale of Boatmen's Common . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Interests of Certain Persons in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Management and Operations After the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Effect on Employee Benefit and Stock Plans . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Boatmen's Dividend Reinvestment and Stock Purchase Plan. . . . . . . . . . . . . . . . . . . . 35
PRO FORMA FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
ii
<PAGE> 7
<CAPTION>
PAGE
----
<S> <C>
DESCRIPTION OF BOATMEN'S CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Boatmen's Common . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Boatmen's Series A Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Boatmen's Series B Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
COMPARISON OF SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Shareholder Vote Required for Certain Transactions . . . . . . . . . . . . . . . . . . . . . . 43
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Special Meetings of Shareholders; Shareholder Action by Written Consent. . . . . . . . . . . . 46
Notice of Shareholder Nominations of Directors . . . . . . . . . . . . . . . . . . . . . . . . 47
Shareholder Proposal Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Shareholder Rights Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Takeover Statutes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Liability of Directors; Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Limitation of Liability of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Consideration of Non-Shareholder Interests . . . . . . . . . . . . . . . . . . . . . . . . . . 55
INFORMATION ABOUT TOM GREEN NATIONAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Business of Tom Green National . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Management's Discussion and Analysis of Financial Condition
and Results of Operations of Tom Green National . . . . . . . . . . . . 56
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . 97
Family Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
LEGAL OPINION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Independent Auditors for Boatmen's . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Independent Auditors for Tom Green National. . . . . . . . . . . . . . . . . . . . . . . . . . 100
Presence at Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
SHAREHOLDER PROPOSALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
INDEX TO FINANCIAL STATEMENTS OF TOM GREEN NATIONAL. . . . . . . . . . . . . . . . . . . . . . . . . F-1
APPENDICES
Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Excerpts of the National Bank Act (Dissenters' Rights) . . . . . . . . . . . . . . . . . . . . B-1
Comptroller of the Currency Banking Circular Number 259 (O.C.C. Valuation
Methods) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
</TABLE>
iii
<PAGE> 8
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN AND ANY SUCH INFORMATION OR REPRESENTATION,
IF GIVEN OR MADE, MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
BOATMEN'S OR TOM GREEN NATIONAL. THIS PROXY STATEMENT/PROSPECTUS DOES NOT
CONSTITUTE A SOLICITATION OR AN OFFERING OF ANY SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES OR IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT WOULD BE UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. THE DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS AT ANY TIME
DOES NOT IMPLY THAT ANY INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
Boatmen's is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "S.E.C."). The reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the S.E.C., Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
S.E.C. located at Suite 1300, Seven World Trade Center, New York, New York
10048, and Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661, and copies of such materials can be obtained from the public
reference section of the S.E.C. at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy
statements and other information concerning Boatmen's may be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735
K Street, N.W., Washington, D.C. 20006.
Boatmen's has filed with the S.E.C. a Registration Statement on Form S-4
(together with any amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
shares of Boatmen's Common to be issued pursuant to the Merger described
herein. This Proxy Statement/Prospectus does not contain all the information
set forth in the Registration Statement and the exhibits thereto. Such
additional information may be obtained from the S.E.C.'s principal office in
Washington, D.C. Statements contained in this Proxy Statement/Prospectus or
in any document incorporated in this Proxy Statement/Prospectus by reference
as to the contents of any contract or other document referred to herein or
therein are not necessarily complete, and in each instance where reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement or such other document, each such statement is
qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the S.E.C. by Boatmen's (File
No. 1-3750) and Fourth Financial Corporation ("Fourth Financial") (File
No. 0-4170) (See "THE PARTIES -- Boatmen's -- Recent and Pending
Acquisitions") pursuant to the Exchange Act are incorporated by reference in
this Proxy Statement/Prospectus:
1
<PAGE> 9
1. Boatmen's Annual Report on Form 10-K for the year ended
December 31, 1994;
2. Boatmen's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995, and September 30,
1995;
3. The description of the common stock of Boatmen's
contained in Boatmen'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 preferred
share purchase rights contained in Boatmen's Registration
Statement on Form 8-A under the Exchange Act, filed
August 14, 1990;
4. Boatmen's Current Reports on Form 8-K dated January 20,
1995, March 14, 1995 (as amended by Form 8-K/A dated
May 12, 1995), April 28, 1995 and August 29, 1995;
5. Fourth Financial's Annual Report on Form 10-K for the
year ended December 31, 1994;
6. Fourth Financial's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995; and
7. Fourth Financial's Current Report on Form 8-K dated
August 29, 1995.
All documents and reports filed by Boatmen's and Fourth
Financial pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act on or after the date of this Proxy Statement/
Prospectus and prior to the date of the Special Meeting shall be
deemed to be incorporated by reference in this Proxy Statement/
Prospectus and to be a part hereof from the dates of filing of such
documents or reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Proxy
Statement/Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Proxy Statement/
Prospectus.
THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS
RELATING TO BOATMEN'S AND FOURTH FINANCIAL BY REFERENCE WHICH ARE
NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS
(EXCLUDING UNINCORPORATED EXHIBITS) ARE AVAILABLE, WITHOUT CHARGE,
TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY
STATEMENT/PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO
KEVIN R. STITT, DIRECTOR OF INVESTOR RELATIONS, BOATMEN'S
BANCSHARES, INC., ONE BOATMEN'S PLAZA, 800 MARKET STREET,
ST. LOUIS, MISSOURI 63101 (TELEPHONE NUMBER (314) 466-7662). IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST
SHOULD BE MADE BY ----------------, 1996.
2
<PAGE> 10
SUMMARY INFORMATION
The following is a brief summary of certain information
contained elsewhere in this Proxy Statement/Prospectus. Although
the following summary addresses all material information regarding
the Merger, it is not intended to be complete and is qualified in
all respects by the information appearing elsewhere herein or
incorporated by reference into this Proxy Statement/Prospectus, the
Appendices hereto and the documents referred to herein. All
information contained in this Proxy Statement/Prospectus relating
to Boatmen's and its subsidiaries has been supplied by Boatmen's
and all information relating to Tom Green National has been
supplied by Tom Green National. Shareholders are urged to read
this Proxy Statement/Prospectus and the Appendices hereto in their
entirety.
INTRODUCTION
This Proxy Statement/Prospectus relates to an Agreement and
Plan of Merger dated August 29, 1995 (the "Merger Agreement"),
between Tom Green National Bank, a national banking association
located in San Angelo, Texas ("Tom Green National"), and Boatmen's
First National Bank of Amarillo ("Boatmen's-Amarillo"), a national
banking association located in Amarillo, Texas and wholly owned
subsidiary of Boatmen's Texas, Inc. ("Boatmen's-Texas"), a Missouri
corporation and wholly owned subsidiary of Boatmen's Bancshares,
Inc., a Missouri corporation ("Boatmen's"), and joined in by
Boatmen's and Boatmen's-Texas, which provides for, among other
things, the merger of Tom Green National with and into Boatmen's-
Amarillo (the "Merger"). As a result of the Merger, Boatmen's will
retain beneficial ownership of all of the issued and outstanding
stock of Boatmen's-Amarillo, and the separate existence of Tom
Green National will cease.
The summary set forth in this Proxy Statement/Prospectus of
certain provisions of the Merger Agreement is qualified in its
entirety by reference to the full text of the Merger Agreement,
which is incorporated by reference herein and attached as
Appendix A to this Proxy Statement/Prospectus.
THE PARTIES
BOATMEN'S
Boatmen's, a Missouri corporation, is a multi-bank holding
company headquartered in St. Louis, Missouri. On August 25, 1995,
Boatmen's announced the execution of a definitive agreement to
acquire Fourth Financial Corporation ("Fourth Financial") located
in Wichita, Kansas, the largest banking organization in Kansas and
second-largest banking organization in Oklahoma. The acquisition
of Fourth Financial, which is subject to regulatory approval, is
expected to be completed during the first quarter of 1996. See
"THE PARTIES -- Boatmen's -- Recent and Pending Acquisitions." At
September 30, 1995, Boatmen's had consolidated assets of
approximately $32.9 billion and shareholders' equity of
approximately $2.8 billion, making it the largest bank holding
company in Missouri and among the 30 largest in the United States.
Upon consummation of the acquisition of Fourth Financial, Boatmen's
would have consolidated assets of approximately $41 billion and
shareholders' equity of approximately $3.4 billion. Boatmen's
presently has 55 subsidiary banks, including a federal savings
bank, operating from over 500 locations in Missouri, Arkansas,
Illinois, Iowa, Kansas, New Mexico, Oklahoma, Tennessee and Texas.
Boatmen's also ranks among the 17 largest providers of trust
services in the nation, with approximately $47.6 billion in assets
under management at September 30, 1995. Boatmen's other principal
businesses include a mortgage banking company, a credit life
insurance company, a credit card company and an insurance agency.
The principal executive offices of Boatmen's are at One Boatmen's
Plaza, 800 Market Street, St. Louis, Missouri 63101 (telephone
number (314) 466-6000).
3
<PAGE> 11
BOATMEN'S-TEXAS
Boatmen's-Texas is a wholly owned subsidiary of Boatmen's
which, in turn, owns all of the capital stock of Boatmen's-
Amarillo. At September 30, 1995, Boatmen's-Texas had consolidated
assets of approximately $1.5 billion and shareholders' equity of
approximately $147 million.
BOATMEN'S-AMARILLO
Boatmen's-Amarillo is a national banking association
headquartered in Amarillo, Texas, with eighteen offices located in
Amarillo, Canyon, Childress, Dalhart, Dumas, Pampa, San Angelo and
Vega, Texas. Boatmen's-Amarillo, which commenced operations in
1890, was acquired by Boatmen's on November 30, 1993. All of the
outstanding capital stock of Boatmen's-Amarillo is owned by
Boatmen's-Texas. At September 30, 1995, Boatmen's-Amarillo had
assets of approximately $1.5 billion, deposits of approximately
$1.0 billion, and shareholders' equity of approximately
$145 million. The deposits of Boatmen's-Amarillo are insured by
the Bank Insurance Fund ("B.I.F.") of the Federal Deposit Insurance
Corporation (the "F.D.I.C.").
Boatmen's-Amarillo, the largest commercial bank in terms of
assets, deposits and earnings in its service area (which includes
northwestern Texas, known as the "Panhandle", and portions of
western Texas, eastern New Mexico, southwestern Kansas,
southeastern Colorado and western Oklahoma), offers a broad range
of commercial and retail banking services as well as other
financial services to its customers. Deposit products include
certificates of deposit, individual retirement accounts and other
time deposits, checking and other demand deposit accounts, savings
accounts and money market accounts. Loans include commercial and
industrial, real estate, mortgage, consumer and agricultural.
Other products and services include full service brokerage, credit
cards, credit-related insurance, automatic teller machines, safe
deposit boxes and trust services.
TOM GREEN NATIONAL
Tom Green National is a national banking association located
in San Angelo, Texas. Tom Green National operates from its main
office and from two branches in San Angelo, Texas. In addition,
Tom Green maintains a loan production office in Friona, Texas. Tom
Green National offers complete banking services to the commercial,
agricultural and residential areas that it serves. At
September 30, 1995, Tom Green National had assets of approximately
$72.8 million, loans of approximately $42.4 million and
shareholders' equity of approximately $4.8 million. The deposits
of Tom Green National are insured by the B.I.F. The principal
executive offices of Tom Green National are at 2302 Pulliam Street,
San Angelo, Texas 76903 (telephone number (915) 658-2427).
RECENT DEVELOPMENTS
Effective June 1, 1995, the F.D.I.C. implemented a new
assessment rate schedule for deposits insured by the B.I.F.
lowering the rate paid by most banks from .23% to .04%. On
November 14, 1995, the F.D.I.C. voted to further reduce assessment
rates for B.I.F.-insured institutions effective January 1, 1996.
Under the revised rate structure, the highest-rated institutions,
which include Boatmen's-Amarillo and Tom Green National, would pay
the statutory annual minimum of $2,000 for F.D.I.C. insurance. The
rates paid for deposits insured by the F.D.I.C.'s Savings
Association Insurance Fund (the "S.A.I.F.") remain at a range of
.23% to .31% of deposits. Congress is considering proposals to
recapitalize the S.A.I.F., including a one-time levy of $6 billion
on all S.A.I.F.-insured deposits, including such deposits held by
certain subsidiary banks of Boatmen's.
4
<PAGE> 12
Based upon proposals pending in Congress, the one-time
S.A.I.F. assessment on Boatmen's is estimated to be $22.8 million
to $25.0 million before the effect of Federal income taxes compared
to a reduction of F.D.I.C. fees in 1995 of $19.2 million to
$20.0 million before the effect of Federal income tax. As all of
the deposits of Tom Green National are insured by the B.I.F., the
one-time S.A.I.F. assessment, if implemented, would not affect the
operations of Tom Green National. The net effect of the revised
F.D.I.C. fees and the S.A.I.F. proposals is not expected to have a
material effect on the operations of Boatmen's.
THE SPECIAL MEETING
DATE, TIME AND PLACE OF THE SPECIAL MEETING
The special meeting of shareholders of Tom Green National (the
"Special Meeting") will be held at the offices of Tom Green
National, 2302 Pulliam Street, San Angelo, Texas 76903, on
- -----------, 1996, at 10:00 a.m., local time.
MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING
At the Special Meeting, holders of common stock, par value
$10.00 per share, of Tom Green National ("Tom Green National
Common") will consider and vote upon the approval of the Merger
Agreement providing for, among other things, the Merger of Tom
Green National with and into Boatmen's-Amarillo. In addition, the
holders of Tom Green National Common may be asked to vote on a
proposal to adjourn or postpone the Special Meeting, which
adjournment or postponement could be used for the purpose, among
others, of allowing time for the solicitation of additional votes
to approve the Merger Agreement.
RECORD DATE FOR THE SPECIAL MEETING
The record date for the Special Meeting is ----------------,
1996.
VOTE REQUIRED TO APPROVE MERGER AGREEMENT
The presence, in person or by proxy, of a majority of the
issued and outstanding shares of Tom Green National Common entitled
to vote on the record date is necessary to constitute a quorum at
the Special Meeting. Approval of the Merger Agreement will require
the affirmative vote of the holders of two-thirds of the
outstanding shares of Tom Green National Common entitled to vote
thereon. Holders of Tom Green National Common will be entitled to
one vote per share. The failure to submit a proxy card (or to vote
in person) at the Special Meeting, the abstention from voting at
the Special Meeting and, in the case of shares held in street name,
the failure of the beneficial owner thereof to give specific voting
instructions to the broker holding such shares (broker nonvotes)
will have the same effect as a vote against approval of the Merger
Agreement.
CERTAIN HOLDERS OF TOM GREEN NATIONAL COMMON
As of the record date, the executive officers and directors of
Tom Green National and their affiliates owned beneficially 35,734
shares (approximately 32.05%) of Tom Green National Common, which
are expected by management to be voted in favor of the Merger
Agreement. See "INFORMATION ABOUT TOM GREEN NATIONAL -- Security
Ownership of Certain Beneficial Owners and Management."
5
<PAGE> 13
REVOCATION OF PROXIES
Proxies for use at the Special Meeting accompany this Proxy
Statement/Prospectus. Any proxy given pursuant to this
solicitation may be revoked by the grantor at any time prior to the
voting thereof on the Merger Agreement by filing with the Cashier
of Tom Green National a written revocation or a duly executed proxy
bearing a later date. A holder of Tom Green National Common may
withdraw his or her proxy at the Special Meeting at any time before
it is exercised by electing to vote in person; however, attendance
at the Special Meeting will not in and of itself constitute a
revocation of the proxy.
THE MERGER
MERGER CONSIDERATION
At the time the Merger is consummated (the "Effective Time"),
Tom Green National will merge into Boatmen's-Amarillo and, as a
result thereof, each share of Tom Green National Common, other than
shares any holders of which have duly exercised and perfected their
dissenters' rights under the National Bank Act, will be converted
into 2.1525 shares (the "Conversion Ratio") of common stock, par
value $1.00 per share, of Boatmen's, together with any rights
attached thereto ("Boatmen's Common"), under or by virtue of the
Rights Agreement, dated August 14, 1990, between Boatmen's and
Boatmen's Trust Company, as Rights Agent (such number of shares of
Boatmen's Common, together with any cash payment in lieu of
fractional shares, as described herein, is referred to herein as
the "Merger Consideration"). For a description of the Rights
Agreement, see "COMPARISON OF SHAREHOLDER RIGHTS -- Shareholder
Rights Plan." No fractional shares of Boatmen's Common will be
issued and, in lieu thereof, holders of shares of Tom Green
National Common who would otherwise be entitled to a fractional
share interest of Boatmen's Common (after taking into account all
shares of Tom Green National Common held by such holder) will be
paid an amount in cash equal to the product of such fractional
share interest and the closing price of a share of Boatmen's Common
on the Nasdaq Stock Market's National Market ("Nasdaq") on the
business day immediately preceding the date on which the Effective
Time occurs.
VALUE OF THE MERGER
Based on the Merger Consideration and the closing sales price
of Boatmen's Common as reported on Nasdaq on -----------------,
1996, the Merger had a per share value of $------- to holders of
Tom Green National Common, and the approximate total value of the
Merger Consideration to Tom Green National shareholders, was
$------ million. The market value of the Merger Consideration as
stated above may increase or decrease depending on the closing sale
price of Boatmen's Common as reported on Nasdaq on the date on
which the Effective Time occurs. No assurance can be given as to
the market price of Boatmen's Common on the date on which the
Effective Time occurs.
REASONS FOR THE MERGER AND RECOMMENDATION OF THE BOARDS OF
DIRECTORS
The Board of Directors of Tom Green National has determined
that the Merger and the Merger Agreement, including the Merger
Consideration, are fair to, and in the best interests of, Tom Green
National and its shareholders. The Board believes that a business
combination with a larger and more geographically diversified
regional bank holding company would, in addition to providing
significant shareholder value to all shareholders, enable Tom Green
National to compete more effectively in its market area and
participate in the expanded opportunities for growth that the
Merger will make possible. Accordingly, the Board recommends that
shareholders of Tom Green National vote for approval and adoption
of the Merger Agreement.
6
<PAGE> 14
Certain members of the management and Board of Directors of
Tom Green National have interests in the Merger that are in
addition to the interests of shareholders generally. See "THE
MERGER -- Interests of Certain Persons in the Merger."
The Board of Directors of each of Boatmen's and Boatmen's-
Amarillo believe that the merger of Tom Green National into
Boatmen's-Amarillo would be a natural and desirable extension to
Boatmen's banking franchise in the San Angelo, Texas banking
market.
CONDUCT OF BUSINESS PENDING THE MERGER; DIVIDENDS
Pursuant to the Merger Agreement, Tom Green National has
agreed to carry on its business in the usual, regular and ordinary
course in substantially the same manner as conducted prior to the
execution of the Merger Agreement. The Merger Agreement provides
that Tom Green National may not declare or pay any dividend or make
any other distribution to shareholders, whether in cash, stock or
other property, after the date of the Merger Agreement.
CONDITIONS TO THE MERGER; REGULATORY APPROVALS
The Merger is subject to various conditions including, among
others: (i) approval of the Merger Agreement by the requisite two-
thirds vote of the shareholders of Tom Green National; (ii) receipt
of regulatory approval from the Office of the Comptroller of the
Currency (the "O.C.C."); (iii) receipt of a ruling of the Internal
Revenue Service (the "I.R.S.") on certain tax aspects of the
Merger; and (iv) the occurrence of no material adverse changes in
the businesses of Boatmen's or Tom Green National. The conditions
described in items (i) and (ii) above (the receipt of shareholder
and regulatory approvals) may not be waived by either party.
Although the remaining conditions to effect the Merger may be
waived by either party entitled to the benefit thereof, neither
Boatmen's nor Tom Green National intends to waive any such
conditions except in those circumstances where the Board of
Directors of either Boatmen's or Tom Green National, as the case
may be, deems such waiver to be in the best interests of Boatmen's
or Tom Green National, as the case may be, and its respective
shareholders. There can be no assurances as to when and if such
conditions will be satisfied (or, where permissible, waived) or
that the Merger will be consummated.
An application for the required regulatory approval of the
Merger has been filed with the O.C.C., and Boatmen's has filed a
request for a revenue ruling from the I.R.S. with respect to
certain tax aspects of the Merger. The regulatory application has
been approved by the O.C.C., and the I.R.S. ruling request is
pending.
TERMINATION OF THE MERGER AGREEMENT
The Merger Agreement may be terminated at any time prior to
the Effective Time: (i) by either party if the Merger is not
consummated on or prior to August 29, 1996; (ii) by mutual written
agreement of the parties; (iii) by either party in the event of a
material breach by the other of any of its representations and
warranties or agreements under the Merger Agreement not cured
within 30 days after notice of such breach is given by the non-
breaching party; (iv) by either party in the event all the
conditions to its obligations are not satisfied or waived (and not
cured within any applicable cure period); (v) by Boatmen's in the
event that Tom Green National becomes a party or subject to any new
or amended written agreement, memorandum of understanding, cease
and desist order, imposition of civil money penalties or other
regulatory enforcement action or proceeding with any federal or
state agency charged with the supervision or regulation of banks
after the date of the Merger Agreement, provided, however, that
Boatmen's may not terminate the Merger Agreement on account of any
such regulatory enforcement action or proceeding which,
7
<PAGE> 15
through the reasonable efforts of Tom Green National and/or Boatmen's, could
be terminated on or before the closing date of the Merger without
requiring any capital infusion to be made or other action having a
financial effect materially adverse to the financial benefits of
the Merger to Boatmen's; (vi) by Boatmen's following written notice
to Tom Green National if certain reports of environmental
inspection on the real properties of Tom Green National to be
obtained pursuant to the Merger Agreement should disclose any
matters requiring remedial or corrective measures the estimated
cost of which exceeds $100,000; (vii) by either party if any
regulatory application filed in connection with the Merger should
be finally denied or disapproved by the applicable regulatory
authority; and (viii) by either party if the Merger is not approved
by the shareholders of Tom Green National.
PAYMENT UPON OCCURRENCE OF CERTAIN TRIGGERING EVENTS
The Merger Agreement provides that upon the occurrence of one
or more Triggering Events (as described below), Tom Green National
shall pay to Boatmen's the sum of $400,000.
As used in the Merger Agreement, the term "Triggering Event"
means any of the following events: (i) termination of the Merger
Agreement by Boatmen's upon a breach thereof by Tom Green National,
provided that within twelve months of the date of such termination,
an event described in clause (iii) or (iv) of this sentence shall
have occurred; (ii) the failure of Tom Green National's
shareholders to approve the Merger and the Merger Agreement at the
Special Meeting; provided, however, that the failure of Tom Green
National's shareholders to approve the Merger and the Merger
Agreement shall not be deemed a Triggering Event if (a) the average
of the daily closing prices of a share of Boatmen's Common, as
reported on Nasdaq during the period of 20 trading days ending on
the second trading day immediately preceding the Mailing Date (the
"Boatmen's Final Price"), is less than $30.00, (b) the number
obtained by dividing the Boatmen's Final Price by the Boatmen's
Initial Price (as defined below), is less than the number obtained
by dividing the Final Index Price (as defined below) by the Initial
Index Price (as defined below) and subtracting .20 from such
quotient, or (c) within 18 months after the date of such meeting an
event described in clause (iii) or (iv) below does not occur;
(iii) any person or group of persons (other than Boatmen's)
acquires, or has the right to acquire, 50% or more of the
outstanding shares of Tom Green National Common (exclusive of any
shares of Tom Green National Common sold directly or indirectly to
such person or group of persons by Boatmen's); or (iv) upon the
entry by Tom Green National into an agreement or other
understanding with a person or group of persons (other than
Boatmen's and/or its affiliates) for such person or group of
persons to acquire, merge or consolidate with Tom Green National or
to purchase or acquire Tom Green National or all or substantially
all of Tom Green National's assets.
As used in the Merger Agreement: (i) "Index Group" means all
of the bank holding companies listed on Exhibit 7.09 to the Merger
Agreement, the common stock of which is publicly traded and as to
which there is no pending publicly announced proposal at any time
during the period of 20 trading days ending at the end of the fifth
trading day immediately preceding the closing date of the Merger
for such company to be acquired or to acquire another company
(which would constitute a "significant subsidiary" of such company,
as such term is defined under applicable S.E.C. regulations) in
exchange for its stock; (ii) "Boatmen's Initial Price" means the
closing price of a share of Boatmen's Common as reported on Nasdaq
on August 29, 1995; (iii) "Initial Index Price" means the weighted
average (weighted in accordance with the factors specified on
Exhibit 7.09 to the Merger Agreement) of the per share closing
prices of the common stock of the bank holding companies comprising
the Index Group, as reported on the consolidated transactions
reporting system for the market or exchange on which such common
stock is principally traded, on August 29, 1995; (iv) "Final Price"
of any company belonging to the Index Group means the average of
the daily closing sale prices of a share of common stock of such
company, as reported in the consolidated transaction reporting
system for the market or exchange on which such common stock is
principally traded, during the period of 20 trading days ending at
the end of the second trading day immediately preceding the
8
<PAGE> 16
Mailing Date; and (v) "Final Index Price" means the weighted average
(weighted in accordance with the factors specified on Exhibit 7.09
to the Merger Agreement) of the Final Prices for all of the
companies comprising the Index Group.
FEDERAL INCOME TAX CONSEQUENCES
The Merger has been structured to qualify as a tax-free
reorganization so that no gain or loss would be recognized by
Boatmen's or Tom Green National, and no gain or loss would be
recognized by Tom Green National shareholders, except in respect of
cash received for fractional shares and except for any cash
payments which might be received by such shareholders properly
exercising their dissenters' rights. Boatmen's has requested a
ruling from the I.R.S. to the effect that: (i) the Merger will
constitute a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended; (ii) no gain or loss
will be recognized by the shareholders of Tom Green National who
receive solely shares of Boatmen's Common; (iii) the basis of
shares of Boatmen's Common received by the shareholders of Tom
Green National will be the same as the basis of shares of Tom Green
National Common exchanged therefor; and (iv) the holding period of
the shares of Boatmen's Common received by such shareholders will
include the holding period of the shares of Tom Green National
Common exchanged therefor, provided such shares were held as
capital assets as of the Effective Time.
THE FOREGOING IS A GENERAL SUMMARY OF ALL OF THE MATERIAL
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO TOM GREEN NATIONAL
SHAREHOLDERS, WITHOUT REGARD TO THE PARTICULAR FACTS AND
CIRCUMSTANCES OF EACH SHAREHOLDER'S TAX SITUATION AND STATUS. EACH
TOM GREEN NATIONAL SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX
ADVISOR REGARDING ANY SUCH SPECIFIC TAX SITUATION AND STATUS,
INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND
FOREIGN LAWS AND THE POSSIBLE EFFECT OF CHANGES IN FEDERAL AND
OTHER TAX LAWS.
ACCOUNTING TREATMENT
The Merger will be accounted for by Boatmen's under the
purchase method of accounting in accordance with Accounting
Principles Board Opinion No. 16, "Business Combinations," as
amended. Under this method of accounting, the purchase price will
be allocated to assets acquired and liabilities assumed based on
their estimated fair values at the Effective Time. Income of the
combined company will not include results of operations of Tom
Green National prior to the Effective Time.
EFFECTIVE TIME OF THE MERGER
The Merger will become effective on the date specified in the
certification to be issued by the O.C.C. It is presently
anticipated that the Merger will be consummated during the first
quarter of 1996, but no assurance can be given that such timetable
will be met.
INTERESTS OF CERTAIN PERSONS IN THE MERGER
Certain members of Tom Green National's management and Tom
Green National's Board of Directors have interests in the Merger
that are in addition to, and separate from, the interests of
shareholders of Tom Green National generally. These include, among
others, provisions in the Merger Agreement relating to director and
officer indemnification and employee benefits after the Merger.
9
<PAGE> 17
For information about the percentage of Tom Green National
Common owned by the directors and executive officers of Tom Green
National, see "INFORMATION ABOUT TOM GREEN NATIONAL -- Security
Ownership of Certain Beneficial Owners and Management." None of
the directors or executive officers of Tom Green National would
own, on a pro forma basis giving effect to the Merger, more than 1%
of the issued and outstanding shares of Boatmen's Common.
DISSENTERS' RIGHTS
The rights of shareholders of Tom Green National with respect
to the Merger, including specifically any shareholders of Tom Green
National who dissent from the Merger Agreement, are governed by
provisions of the National Bank Act, which provides that a
shareholder of Tom Green National will be entitled to receive the
value of his or her shares of Tom Green National Common held as of
the Effective Time of the Merger if such shareholder: (i) votes
against the Merger Agreement at the Special Meeting or gives
written notice at or prior to the Special Meeting to the presiding
officer that he or she dissents from the Merger Agreement;
(ii) delivers to Boatmen's-Amarillo a written request to receive
payment for his or her shares of Tom Green National Common at any
time before 30 days after the date of consummation of the Merger;
and (iii) surrenders his or her certificates for shares of Tom
Green National Common to Boatmen's-Amarillo with the written
request to receive payment therefor. See "THE MERGER --
Dissenters' Rights" and Appendix B attached hereto.
MANAGEMENT AND OPERATIONS AFTER THE MERGER
Boatmen's-Amarillo will be the surviving bank in the Merger.
Following consummation of the Merger, the present offices of Tom
Green National will operate as branch offices of Boatmen's-
Amarillo. It is not anticipated that the Board of Directors of
Boatmen's, Boatmen's-Texas or Boatmen's-Amarillo will be affected
as a result of the Merger. It is presently anticipated that the
executive officers of Tom Green National will continue as officers
of the San Angelo operations of Boatmen's-Amarillo following the
Merger. There are no written employment agreements with respect to
such anticipated continued employment.
COMPARISON OF SHAREHOLDER RIGHTS
The rights of the shareholders of Tom Green National Common
and Boatmen's Common differ in certain respects. The rights of the
shareholders of Tom Green National who receive shares of Boatmen's
Common in the Merger will be governed by the corporate law of
Missouri, the state in which Boatmen's is incorporated, and by
Boatmen's Articles of Incorporation, Bylaws and other corporate
documents. The governing law and documents of Boatmen's differ
from those which apply to Tom Green National, which is a national
banking association, in several respects, of which the material
differences from the perspective of shareholders, as hereafter
described under "COMPARISON OF SHAREHOLDER RIGHTS," are the
shareholder votes required for certain business combinations; the
procedures for shareholders to make proposals for consideration at
meetings of shareholders; the ability of shareholders to call
special meetings, to remove directors and to amend the Articles of
Incorporation; certain rights pursuant to Boatmen's shareholder
rights plan; and rights of Boatmen's and its shareholders pursuant
to certain corporate takeover statutes. See "COMPARISON OF
SHAREHOLDER RIGHTS."
10
<PAGE> 18
COMPARATIVE STOCK PRICES
Shares of Boatmen's Common are traded in the over-the-counter
market and are listed on Nasdaq under the symbol BOAT. There is no
established trading market for Tom Green National Common. The
following table sets forth the high and low last sale prices of
Boatmen's Common for the periods indicated, as reported on Nasdaq,
and the high and low trading prices of Tom Green National known to
management of Tom Green National.
<TABLE>
<CAPTION>
Boatmen's Common Tom Green National Common
---------------- -------------------------
High Low High Low
---- --- ---- ---
<S> <C> <C> <C> <C>
1993 First Quarter . . . . . . $30.50 $27.00 $25.00 $22.00
Second Quarter. . . . . . 32.13 27.31 <F*> <F*>
Third Quarter . . . . . . 32.19 29.25 <F*> <F*>
Fourth Quarter. . . . . . 33.38 27.63 25.00 20.00
1994 First Quarter . . . . . . 30.50 27.00 27.00 25.00
Second Quarter. . . . . . 34.88 29.25 23.00 23.00
Third Quarter . . . . . . 34.69 30.25 27.00 20.00
Fourth Quarter. . . . . . 31.13 26.25 27.00 25.00
1995 First Quarter . . . . . . 31.38 27.25 27.00 27.00
Second Quarter. . . . . . 36.00 30.88 <F*> <F*>
Third Quarter . . . . . . 38.00 34.75 <F*> <F*>
Fourth Quarter. . . . . . 42.38 36.25 <F*> <F*>
1996 First Quarter . . . . . . ------ ------ ------ ------
(through ------)
<FN>
- --------------------------------
<F*> Management of Tom Green National is not aware of any sales
of shares of Tom Green National Common during the periods
indicated. Given the limited trading activity of Tom Green
National Common, the prices reflected in the chart may not be
indicative of the actual value of Tom Green National Common, which
value may be more or less than that indicated. The most recent
transaction reported to management of Tom Green National involving
shares of Tom Green National Common took place on March 6, 1995, at
a price per share of $27.00.
</TABLE>
On August 28, 1995, the last trading day before the
announcement of the proposed Merger, the closing sale price of
Boatmen's Common as reported on Nasdaq was $37.125 per share. On
such date, the equivalent per share price for Tom Green National
Common, which is calculated on the basis of the Merger
Consideration, was $79.91.
On ---------------, 1996, the closing sale prices of Boatmen's
Common as reported on Nasdaq was $-------- per share, and the
equivalent per share price for Tom Green National Common was
$--------. On such date there were approximately ------------ and
230 holders of record of Boatmen's Common and Tom Green National
Common, respectively.
11
<PAGE> 19
SELECTED COMPARATIVE PER SHARE DATA
(unaudited)
The following summary presents comparative historical, pro forma
and pro forma equivalent unaudited per share data for Boatmen's and
Tom Green National. Boatmen's historical per share data has been
restated for the periods presented to reflect the acquisition of
Worthen Banking Corporation ("Worthen"), which acquisition was
completed on February 28, 1995. The pro forma amounts also give
effect to the pending acquisition of Fourth Financial. See "THE
PARTIES -- Boatmen's -- Recent and Pending Acquisitions" and "PRO
FORMA FINANCIAL DATA." The pro forma amounts assume the Merger had
been effective during the periods presented and has been accounted
for under the purchase method of accounting. For a description of
the purchase method of accounting with respect to the Merger, see
"THE MERGER -- Accounting Treatment." The amounts designated "Pro
Forma Combined Per Boatmen's Share" represent the pro forma results
of the Merger, the amounts designated "Equivalent Pro Forma Per Tom
Green National Share" are computed by multiplying the Pro Forma
Combined Per Boatmen's Share amounts by a factor of 2.1525 to
reflect the Conversion Ratio (which equals 2.1525 shares of
Boatmen's Common for each share of Tom Green National Common). See
"THE MERGER -- Merger Consideration." The data presented should be
read in conjunction with the historical financial statements and
the related notes thereto included herein or incorporated by
reference herein, and the pro forma financial statements included
elsewhere in this Proxy Statement/Prospectus. See "INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE," "PRO FORMA FINANCIAL DATA" and
"INDEX TO FINANCIAL STATEMENTS OF TOM GREEN NATIONAL."
<TABLE>
<CAPTION>
Nine Months Ended September 30, Year Ended
------------------------------- ----------
1995 1994 December 31, 1994
---- ---- -----------------
<S> <C> <C> <C>
NET INCOME PER COMMON SHARE:
Historical
Boatmen's. . . . . . . . . . . . . . $2.37 $2.36 $3.17
Tom Green National . . . . . . . . . 3.31 5.00 5.23
Pro forma combined per
Boatmen's share. . . . . . . . . . . 2.21 2.31 3.11
Equivalent pro forma
per Tom Green National share . . . . 4.76 4.97 6.69
DIVIDENDS PER COMMON SHARE:
Historical
Boatmen's. . . . . . . . . . . . . . $1.02 $0.93 $1.27
Tom Green National . . . . . . . . . -- -- --
Pro forma combined per
Boatmen's share<F1>. . . . . . . . . 1.02 0.93 1.27
Equivalent pro forma
per Tom Green National share<F2> . . 2.20 2.00 2.73
BOOK VALUE PER COMMON SHARE
(PERIOD END):
Historical
Boatmen's. . . . . . . . . . . . . . $21.90 $19.87 $19.95
Tom Green National . . . . . . . . . 47.42 42.79 42.15
Pro forma combined per
Boatmen's share. . . . . . . . . . . 21.43 19.62 19.71
Equivalent pro forma
per Tom Green National share . . . . 46.13 42.23 42.43
<FN>
- -------------------
<F1> Boatmen's pro forma dividends per share represent historical
dividends per share paid by Boatmen's.
<F2> Represents historical dividends per share paid by Boatmen's
calculated on the basis of the Merger Consideration.
</TABLE>
12
<PAGE> 20
SELECTED FINANCIAL DATA
The following tables present selected consolidated historical financial
data for Boatmen's, selected unaudited historical financial data for Tom
Green National, and unaudited pro forma combined amounts reflecting the
Merger. The pro forma amounts assume the Merger had been effective during
the periods presented. The data presented are derived from the consolidated
financial statements of Boatmen's, which have been restated to reflect the
acquisition of Worthen, and the financial statements of Tom Green National
and should be read in conjunction with the more detailed information and
financial statements included herein or incorporated by reference in this
Proxy Statement/Prospectus. The data should also be read in conjunction with
the unaudited pro forma financial statements included elsewhere in this Proxy
Statement/Prospectus. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE,"
"PRO FORMA FINANCIAL DATA" and "INDEX TO FINANCIAL STATEMENTS OF TOM GREEN
NATIONAL."
<TABLE>
BOATMEN'S BANCSHARES, INC.<F1>
SELECTED FINANCIAL DATA
(UNAUDITED)
<CAPTION>
NINE MONTHS ENDED
-----------------
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- ----------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
(income statement amounts in thousands except per share
data and balance sheet amounts in millions)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARIZED INCOME STATEMENT:
Net Interest income $901,802 $888,083 $1,188,288 $1,107,290 $1,001,455 $845,398 $748,821
Provision for Loan Losses 30,011 20,441 25,340 64,812 139,475 118,017 125,662
Noninterest Income 495,389 457,064 615,144 545,218 500,360 401,694 335,074
Noninterest Expense 896,233 860,427 1,156,738 1,075,888 1,000,449 865,216 751,687
Income Tax Expense 165,803 160,686 213,552 162,139 99,228 63,925 38,808
Net Income 305,144 303,593 407,802 349,669 262,663 199,934 167,738
PER COMMON SHARE DATA<F1>:
Net Income $2.37 $2.36 $3.17 $2.91 $2.25 $1.78 $1.56
Cash Dividends Paid 1.02 0.93 1.27 1.15 1.09 1.07 1.06
Stockholders' Equity (period end) 21.90 19.87 19.95 19.90 17.67 16.32 15.09
FINANCIAL PERIOD AT PERIOD END:
Loans, net of Unearned Income $19,781 $18,212 $18,656 $16,538 $14,709 $13,777 $13,592
Total Assets 32,942 32,264 32,878 30,233 27,751 26,144 25,649
Deposits 24,594 23,702 25,384 23,952 22,723 20,826 20,608
Long-Term Debt 524 594 592 530 428 342 314
Stockholders' Equity 2,809 2,560 2,561 2,410 2,102 1,871 1,627
SELECTED FINANCIAL RATIOS:
Return on Average Assets 1.24% 1.29% 1.29% 1.23% 0.99% 0.81% 0.75%
Return on Average Common
Equity 14.92 16.10 16.14 15.58 13.20 11.32 10.58
Net Interest Margin 4.24 4.37 4.35 4.49 4.35 4.01 3.98
Nonperforming Assets as % of
Total Loans and Foreclosed
Property<F2> 0.89 1.48 1.06 1.85 2.80 3.74 3.76
Nonperforming Loans as % of Total
Loans 0.66 0.91 0.73 1.16 1.89 2.45 3.02
Loan Reserve as % of Net Loans 1.97 2.10 2.02 2.26 2.26 2.05 1.91
Net Charge-Offs as % of Average
Loans 0.14 0.12 0.15 0.23 0.75 0.78 0.73
Equity to Assets 8.53 7.93 7.79 7.97 7.57 7.16 6.34
Tangible Equity to Assets<F3> 7.62 7.01 6.92 7.04 6.80 6.44 5.68
Tier 1 Risk-Based Capital 11.05 10.95 10.90 10.90 10.55 10.11 --
Total Risk-Based Capital 14.09 14.19 14.03 14.39 13.74 13.05 --
<FN>
- ---------------------------
<F1> The information set forth in this table does not give effect to the
recent and pending acquisitions of other financial institutions. See
"THE PARTIES -- Boatmen's -- Recent and Pending Acquisitions." The
Selected Financial Data set forth in this table reflects Worthen Banking
Corporation, a pooling acquisition completed on February 28, 1995, for
all periods presented, as this represented a significant subsidiary.
The Selected Financial Data also reflects results from the pooling
acquisitions of Dalhart Bancshares, Inc., First National Bank in Pampa
and National Mortgage Company (other minor pooling acquisitions
completed in 1995), for the 1995 and 1994 periods. Financial
information prior to 1994 does not reflect these smaller acquisitions
due to the immaterial impact on results of operations.
<F2> Nonperforming assets include nonaccrual loans, restructured loans, loans
past due 90 days or more and foreclosed property.
<F3> Tangible equity to assets is defined as total equity less all
intangibles as a percentage of total tangible assets.
</TABLE>
13
<PAGE> 21
<TABLE>
TOM GREEN NATIONAL BANK
SELECTED FINANCIAL DATA
(UNAUDITED)
<CAPTION>
NINE MONTHS ENDED
-----------------
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- ----------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ----
(income statement amounts in thousands except
per share data and balance sheet amounts in millions)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARIZED INCOME STATEMENT:
Net Interest Income $2,002 $2,127 $2,792 $2,713 $2,244 $1,508 $1,211
Provision for Loan Losses 114 26 151 -- 28 75 65
Noninterest Income 447 494 626 735 631 297 216
Noninterest Expense 1,854 1,866 2,519 2,591 1,980 1,328 1,063
Income Tax Expense 143 218 214 249 246 97 46
Net Income 338 511 534 608 621 305 253
PER COMMON SHARE DATA:
Net Income $3.31 $5.00 $5.22 $5.95 $6.08 $2.98 $2.48
Cash Dividends Paid -- -- -- -- -- -- --
Stockholders' Equity (period end): 47.42 42.79 42.15 38.70 32.52 26.25 23.26
FINANCIAL POSITION AT PERIOD END:
Loans, Net of Unearned Income $43 $38 $41 $36 $25 $19 $17
Total Assets 73 65 69 63 59 48 41
Deposits 67 59 64 59 55 45 38
Long-Term Debt -- -- -- -- -- -- --
Stockholders' Equity 5 5 4 4 3 3 2
SELECTED FINANCIAL RATIOS:
Return on Average Assets 0.64% 1.06% 0.81% 1.00% 1.16% 0.69% 0.67%
Return on Average Equity 9.84 16.35 12.95 16.70 20.67 12.05 11.23
Net Interest Margin 4.16 4.61 4.66 4.80 4.56 3.79 3.64
Nonperforming Assets as % of
Total Loans and Foreclosed
Property<F1> 0.16 0.24 1.88 0.77 1.13 2.24 2.95
Nonperforming Loans as % of
Total Loans 0.16 0.24 1.88 0.77 0.97 1.60 2.70
Loan Reserve as % of Net Loans 0.51 0.75 0.38 0.78 1.21 1.66 1.64
Net Charge-Offs as % of Average
Loans 0.17 0.07 0.72 0.08 0.17 0.21 0.81
Equity to Assets 6.65 6.71 6.29 6.30 5.64 5.59 5.85
Tangible Equity to Assets<F2> 6.65 6.71 6.29 6.30 5.64 5.59 5.85
Tier 1 Risk-Based Capital 10.97 10.97 10.70 10.13 10.00 11.65 --
Total Risk-Based Capital 11.47 11.47 11.07 10.84 11.61 13.00 --
<FN>
- ---------------------------
<F1> Nonperforming assets include nonaccrual loans, restructured loans, loans
past due 90 days or more and foreclosed property.
<F2> Tangible equity to assets is defined as total equity less all
intangibles as a percentage of total tangible assets.
</TABLE>
14
<PAGE> 22
<TABLE>
BOATMEN'S BANCSHARES, INC.
AND
TOM GREEN NATIONAL BANK
PRO FORMA COMBINED SELECTED FINANCIAL DATA<F1>
(UNAUDITED)
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
----------------- ----------
SEPTEMBER 30, DECEMBER 31,
-------------- ------------
1995 1994 1994
---- ---- ----
(income statement amounts in thousands except per share
data and balance sheet amounts in millions)
<S> <C> <C> <C>
SUMMARIZED INCOME STATEMENT:
Net Interest Income $1,109,462 $1,099,383 $1,471,733
Provision for Loan Losses 33,419 20,807 26,327
Noninterest Income 552,426 531,059 714,286
Noninterest Expense 1,084,647 1,051,750 1,413,853
Income Tax Expense 191,858 192,255 254,543
Net Income<F2> 351,964 365,630 491,296
PER COMMON SHARE DATA:
Net Income<F2> $2.21 $2.31 $3.11
Cash Dividends Paid 1.02 0.93 1.27
Stockholders' Equity (period end): 21.43 19.62 19.71
FINANCIAL POSITION AT PERIOD END:
Loans, Net of Unearned Income $24,227 $22,050 $22,759
Total Assets 40,351 39,958 40,761
Deposits 30,608 29,492 31,173
Long-Term Debt 693 1,093 1,041
Stockholders' Equity 3,440 3,166 3,170
Selected Financial Ratios:
- --------------------------
Return on Average Assets 1.16% 1.26% 1.26%
Return on Average Common Equity 14.17 15.92 15.98
Return on Average Total Equity 13.97 15.64 15.70
Net Interest Margin 4.21 4.37 4.35
Nonperforming Assets as % of
Total Loans and Foreclosed
Property<F3> 0.86 1.38 1.08
Nonperforming Loans as % of
Total Loans 0.65 0.87 0.79
Loan Reserve as % of Net Loans 1.91 2.07 1.98
Net Charge-Offs as % of Average
Loans 0.15 0.10 0.13
Equity to Assets 8.52 7.91 7.77
Tangible Equity to Assets<F4> 7.56 6.94 6.84
Tier 1 Risk-Based Capital 10.90 10.98 10.90
Total Risk-Based Capital 13.61 13.85 13.69
<FN>
- -----------------------------------------
<F1> The information set forth in this table gives effect to the pending
acquisition of Fourth Financial, which was announced on August 25,
1995. See "PRO FORMA FINANCIAL DATA."
<F2> Net income includes amortization of goodwill which would result from the
acquisition of Tom Green National Bank as if the goodwill existed as of
the earliest period presented. Goodwill will approximate $3.8 million
to be amortized over 15 years.
<F3> Nonperforming assets include nonaccrual loans, restructured loans,
loans past due 90 days or more and foreclosed property.
<F4> Tangible equity to assets is defined as total equity less all
intangibles as a percentage of total tangible assets.
</TABLE>
15
<PAGE> 23
THE SPECIAL MEETING
DATE, TIME AND PLACE OF SPECIAL MEETING
This Proxy Statement/Prospectus is being furnished to shareholders
of Tom Green National Bank, a national banking association located in San
Angelo, Texas ("Tom Green National"), in connection with the solicitation of
proxies by the Board of Directors of Tom Green National for use at the
special meeting of shareholders to be held at the offices of Tom Green
National at 2302 Pulliam Street, San Angelo, Texas 76903 on -------------,
1996, at 10:00 a.m., local time (the "Special Meeting").
MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING
At the Special Meeting, the holders of common stock, par value
$10.00 per share, of Tom Green National ("Tom Green National Common") will be
asked to approve the Agreement and Plan of Merger, dated August 29, 1995 (the
"Merger Agreement"), by and between Tom Green National and Boatmen's First
National Bank of Amarillo ("Boatmen's-Amarillo"), a national banking
association located in Amarillo, Texas and wholly owned subsidiary of
Boatmen's Texas, Inc. ("Boatmen's-Texas"), a Missouri corporation and wholly
owned subsidiary of Boatmen's Bancshares, Inc., a Missouri corporation
("Boatmen's"), and joined in by Boatmen's and Boatmen's-Texas, providing for,
among other things, the merger of Tom Green National with and into Boatmen's-
Amarillo. In addition, the holders of Tom Green National Common may be asked
to vote on a proposal to adjourn or postpone the Special Meeting, which
adjournment or postponement could be used for the purpose, among others, of
allowing time for the solicitation of additional votes to approve the Merger
Agreement.
RECORD DATE FOR SPECIAL MEETING
The Board of Directors of Tom Green National has fixed the close
of business on -------------, 1996, as the record date for the determination
of holders of shares of Tom Green National Common to receive notice of and to
vote at the Special Meeting. On the record date, there were -------------
shares of Tom Green National Common outstanding. Only holders of shares of
Tom Green National Common of record on the record date are entitled to vote
at the Special Meeting. No shares of Tom Green National Common can be voted
at the Special Meeting unless the record holder is present in person or
represented by proxy at the Special Meeting.
VOTE REQUIRED TO APPROVE THE MERGER AGREEMENT
The presence in person or by proxy of a majority of the issued and
outstanding shares of Tom Green National Common entitled to vote on the
record date is necessary to constitute a quorum at the Special Meeting. The
affirmative vote of the holders of two-thirds of the outstanding shares of
Tom Green National Common entitled to vote thereon is required to approve the
Merger Agreement and the transactions contemplated thereby, including the
Merger. Each holder of Tom Green National Common is entitled to one vote per
share of Tom Green National Common. As of the record date, the executive
officers and directors of Tom Green National and their affiliates have the
power to vote 35,734 shares (approximately 32.05% of the shares outstanding)
of Tom Green National Common, all of which are expected to be voted in favor
of the Merger Agreement. For information regarding the shares of Tom Green
National Common
16
<PAGE> 24
beneficially owned, directly or indirectly, by certain shareholders, by each
director and executive officer of Tom Green National, and by all directors and
officers of Tom Green National as a group, see "INFORMATION ABOUT TOM GREEN
NATIONAL -- Security Ownership of Certain Beneficial Owners and Management."
As of the record date, the subsidiaries of Boatmen's, and the directors and
executive officers of Boatmen's, did not own beneficially any shares of Tom
Green National Common.
VOTING AND REVOCATION OF PROXIES FOR SPECIAL MEETING
Proxies for use at the Special Meeting accompany this Proxy
Statement/Prospectus. A shareholder may use his or her proxy if he or she is
unable to attend the Special Meeting in person or wishes to have his or her
shares voted by proxy even if he or she does attend the Special Meeting.
Shares of Tom Green National Common represented by a proxy properly signed
and returned to Tom Green National at, or prior to, the Special Meeting,
unless subsequently revoked, will be voted at the Special Meeting in
accordance with instructions thereon. If a proxy is properly signed and
returned and the manner of voting is not indicated on the proxy, any shares
of Tom Green National Common represented by such proxy will be voted FOR the
Merger Agreement and the transactions contemplated thereby, including the
Merger, and FOR any proposal regarding adjournment or postponement, if such a
proposal is made. The failure to submit a proxy card (or to vote in person)
at the Special Meeting, the abstention from voting at the Special Meeting
and, in the case of shares held in street name, the failure of the beneficial
owner thereof to give specific voting instructions to the broker holding such
shares (broker nonvotes), will have the same effect as a vote against
approval of the Merger Agreement.
Any proxy given pursuant to this solicitation may be revoked by
the grantor at any time prior to the voting thereof by filing with the
Cashier of Tom Green National a written revocation or a duly executed proxy
bearing a later date. A holder of Tom Green National Common who previously
signed and returned a proxy and who elects to attend the Special Meeting and
vote in person may withdraw his or her proxy at any time before it is
exercised by giving notice of such revocation to the Secretary of Tom Green
National at the Special Meeting and voting in person by ballot at the Special
Meeting; however, attendance at the Special Meeting will not in and of itself
constitute a revocation of the proxy.
SOLICITATION OF PROXIES FOR SPECIAL MEETING
In addition to solicitation of proxies from shareholders of Tom
Green National Common by use of the mail, proxies also may be solicited by
personal interview, telephone and wire by directors, officers and employees
of Tom Green National, who will not be specifically compensated for such
services. Except as set forth below, all costs of soliciting proxies,
assembling and mailing the Proxy Statement/Prospectus and all papers which
now accompany or hereafter may supplement the same will be borne by Tom Green
National.
EXPENSES FOR PREPARATION OF PROXY STATEMENT/PROSPECTUS
Boatmen's and Tom Green National have agreed to share in the
expense of preparing this Proxy Statement/Prospectus, and Boatmen's will bear
the entire cost of printing this Proxy Statement/Prospectus and all
Securities and Exchange Commission ("S.E.C.") and other regulatory filing
fees incurred in connection therewith.
17
<PAGE> 25
MAILING DATE OF PROXY STATEMENT/PROSPECTUS
This Proxy Statement/Prospectus, the attached notice of Special
Meeting and the enclosed proxy card are first being sent to shareholders of
Tom Green National on or about ---------------, 1996 (the "Mailing Date").
THE PARTIES
BOATMEN'S
GENERAL
Boatmen's, a Missouri corporation, is a multi-bank holding company
headquartered in St. Louis, Missouri. Its largest subsidiary, The Boatmen's
National Bank of St. Louis, was founded in 1847 and is the oldest bank west
of the Mississippi River. Boatmen's owns substantially all of the capital
stock of 55 subsidiary banks, including a federal savings bank, which operate
from over 500 banking locations in Missouri, Arkansas, Illinois, Iowa,
Kansas, New Mexico, Oklahoma, Tennessee and Texas. Boatmen's other principal
businesses include a trust company, a mortgage banking company, a credit life
insurance company, a credit card bank and an insurance agency. At
September 30, 1995, Boatmen's had consolidated assets of approximately
$32.9 billion and total shareholders' equity of approximately $2.8 billion,
making it one of the 30 largest bank holding companies in the United States.
Boatmen's is among the 17 largest providers of personal trust
services in the nation, providing personal trust services primarily within
its banks' market areas and institutional and pension-related trust services
on a national scale. Operating principally through Boatmen's Trust Company,
its subsidiaries and trust departments of selected banks, the combined trust
operations reported assets under management totaling approximately $47.6
billion at September 30, 1995. The trust operations, with revenues in 1994
of approximately $164.9 million, provide Boatmen's with a significant source
of noninterest income.
Additional information regarding Boatmen's and its subsidiaries is
set forth in the Boatmen's documents incorporated by reference herein. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
RECENT AND PENDING ACQUISITIONS
Fourth Financial Corporation. On August 25, 1995, Boatmen's
----------------------------
entered into an Agreement and Plan of Merger (the "Fourth Financial
Agreement") to acquire Fourth Financial Corporation ("Fourth Financial"), the
largest banking organization in Kansas and the third-largest banking
organization in Oklahoma. Fourth Financial is a publicly held, multi-bank
holding company headquartered in Wichita, Kansas, operating 143 retail
banking offices throughout the states of Kansas and Oklahoma and four such
offices in Independence, Missouri. At September 30, 1995, Fourth Financial
had consolidated assets of approximately $7.3 billion, deposits of
approximately $5.9 billion and shareholders' equity of approximately
$662 million. The Board of Directors of Boatmen's believes that the
acquisition of Fourth Financial and its banking subsidiaries would enhance
its presence in the states of Kansas and Oklahoma and would be a natural and
desirable extension of its banking franchise in the Central United States.
Under the terms of the Fourth Financial Agreement, (i) each share of Fourth
Financial common stock, other than shares any holders of which have duly
perfected their dissenters' rights under the Kansas Business Corporation Act,
will be converted into the right to receive one share of the common stock,
$1.00 par value per share, of Boatmen's and any attached rights ("Boatmen's
Common"), plus cash in lieu of fractional shares, and (ii) each issued and
outstanding share
18
<PAGE> 26
of Class A 7% Cumulative Convertible Preferred Stock of Fourth Financial
(except for shares as to which appraisal rights are perfected) will be
converted into the right to receive one share of 7% Cumulative Convertible
Preferred Stock, Series A, stated value $100 per share, liquidation preference
$400 per share, of Boatmen's (the "Boatmen's Series A Preferred Stock"). See
"DESCRIPTION OF BOATMEN'S CAPITAL STOCK."
Boatmen's would exchange approximately 29 million shares of
Boatmen's Common and 249,000 shares of Boatmen's Series A Preferred Stock for
all of the shares of Fourth Financial (including shares subject to stock
options). The shares of Boatmen's Common to be issued in connection with the
acquisition of Fourth Financial would constitute approximately 22% of the
total number of shares of Boatmen's Common outstanding as of the date hereof.
The acquisition of Fourth Financial, which is expected to be completed in the
first quarter of 1996, is subject to various customary conditions. There can
be no assurance that the acquisition of Fourth Financial will be consummated.
Consummation of the Merger is not conditioned upon consummation of the Fourth
Financial acquisition.
Citizens Bancshares Corporation. On October 27, 1995, Boatmen's
-------------------------------
acquired, in exchange for shares of Boatmen's Common, all of the issued and
outstanding shares of Citizens Bancshares Corporation ("Citizens"), a bank
holding company located in Little Rock, Arkansas, and its subsidiary,
Citizens Bank of Jonesboro, an Arkansas state-chartered bank headquartered in
Jonesboro, Arkansas. At September 30, 1995, Citizens had consolidated assets
of approximately $230 million and shareholders' equity of approximately
$20.5 million. Boatmen's exchanged approximately 1.125 million shares of
Boatmen's Common for all of the stock of Citizens, which represents less than
1% of the total number of shares of Boatmen's Common outstanding as of the
date hereof. The acquisition was accounted under the purchase method of
accounting for business combinations.
BOATMEN'S-TEXAS
Boatmen's-Texas, a Missouri corporation, is a wholly owned
subsidiary of Boatmen's which, in turn, owns all of the capital stock of
Boatmen's-Amarillo. At September 30, 1995, Boatmen's-Texas had consolidated
assets of approximately $1.5 billion and shareholders' equity of
approximately $147 million.
BOATMEN'S-AMARILLO
Boatmen's-Amarillo is a national banking association headquartered
in Amarillo, Texas. Boatmen's-Amarillo, which commenced operations in 1890,
was acquired by Boatmen's on November 30, 1993. All of the outstanding
capital stock of Boatmen's-Amarillo is owned by Boatmen's-Texas. At
September 30, 1995, Boatmen's-Amarillo had assets of approximately
$1.5 billion, deposits of approximately $1.0 billion and shareholders' equity
of approximately $145 million. The deposits of Boatmen's-Amarillo are
insured by the Bank Insurance Fund ("B.I.F.") of the Federal Deposit
Insurance Corporation (the "F.D.I.C.").
Boatmen's-Amarillo operates from eighteen offices, including one
mobile banking facility, in Amarillo, Canyon, Childress, Dalhart, Dumas,
Pampa, San Angelo and Vega, Texas. Boatmen's-Amarillo, the largest
commercial bank in terms of assets, deposits and earnings in its service area
(which includes northwestern Texas, known as the "Panhandle," and portions of
western Texas, eastern New Mexico, southwestern Kansas, southeastern Colorado
and western Oklahoma) offers a broad range of commercial and retail banking
services as well as other financial services to its customers. Deposit
products include certificates of deposit, individual retirement accounts and
other time deposits, checking and other demand deposit accounts, NOW and
super NOW accounts, savings accounts and money market accounts. Loans
include commercial and industrial, real estate, mortgage, consumer and
agricultural. Other products and
19
<PAGE> 27
services include full service brokerage, credit cards, credit-related
insurance, automatic teller machines, safe deposit boxes and trust services.
TOM GREEN NATIONAL
Tom Green National is a national banking association located in
San Angelo, Texas. Tom Green National operates from its main office and two
branches located in San Angelo, Texas and maintains a loan production office
located in Friona, Texas. Tom Green National offers complete banking
services to the commercial, agricultural and residential areas that it
serves. At September 30, 1995, Tom Green National had assets of
approximately $72.8 million, loans of approximately $42.4 million and
shareholder's equity of approximately $4.8 million. Services include
commercial, consumer, agricultural loans, commercial, agricultural and
residential mortgages, deposit services, and many other traditional banking
services. Lending is primarily to the agricultural industry, small- and
medium-size businesses and residential home buyers.
Tom Green National competes in a market with eight other
commercial banks, a state savings bank and many credit unions. In addition,
strong competition for deposit and loan services come from brokerage firms in
San Angelo, Texas. Competition for deposits and loans is very aggressive.
Tom Green National is subject to supervision, regulation, and
examination by the Office of the Comptroller of the Currency (the "O.C.C."),
and its deposits are insured by the B.I.F. The principal office of Tom Green
National is located at 2302 Pulliam Street, San Angelo, Texas 76903,
(915) 658-2427.
THE MERGER
GENERAL
This section of the Proxy Statement/Prospectus describes certain
aspects of the Merger, including the principal provisions of the Merger
Agreement. The following information relating to the Merger is qualified in
its entirety by reference to the other information contained elsewhere in
this Proxy Statement/Prospectus, including the Appendices hereto and the
documents incorporated herein by reference. A copy of the Merger Agreement
is attached hereto as Appendix A and is incorporated by reference herein.
Reference is made thereto for a complete description of the terms of the
Merger. ALL SHAREHOLDERS OF TOM GREEN NATIONAL ARE URGED TO READ
THE MERGER AGREEMENT IN ITS ENTIRETY.
BACKGROUND OF THE MERGER
In recent years, bank merger and acquisition activity in Texas has
been increasing. As a result of changes in the banking industry, the Board
of Directors and management of Tom Green National have considered various
alternatives for increasing market share, maintaining quality assets and
maximizing shareholder value. After considering existing market conditions,
in 1994, the Board of Directors developed a strategic plan that would provide
for the sale of Tom Green National within the next five years.
In May 1995, Tom Green National was approached by a representative
of Boatmen's with a proposal for Boatmen's to acquire Tom Green National.
Such offer was not accepted by the Board of Directors of Tom Green National,
but it did provide the basis for further discussions among representatives of
the parties. Upon receipt of a second offer, the Board of Directors of Tom
Green National retained Alex Sheshunoff
20
<PAGE> 28
and Company to conduct a third party analysis of such offer. Based on
information regarding recent sales in Texas, this second offer was also
rejected, but discussions did continue.
After further discussions and negotiations between the parties, a
revised offer was submitted by Boatmen's by letter dated June 21, 1995, which
was accepted in principle subject to the conclusion of a definitive agreement
acceptable to both parties. The resulting Merger Agreement was executed as
of August 29, 1995.
REASONS FOR THE MERGER
The Board of Directors of Tom Green National has determined that
the Merger and the Merger Agreement, including the Merger Consideration (as
defined herein), are fair to, and in the best interests of, Tom Green
National and its shareholders. The Board has concluded that, in today's
environment, a business combination with a larger bank and more
geographically diversified super-regional bank holding company would, in
addition to providing significant shareholder value to all shareholders,
enable Tom Green National to compete more effectively in its market area and
participate in the expanded opportunities for growth that the Merger will
make possible. Accordingly, the Board recommends that shareholders of Tom
Green National vote for approval and adoption of the Merger Agreement.
Certain members of the management and Board of Directors of Tom
Green National have interests in the Merger that are in addition to the
interests of shareholders of Tom Green National generally. See "THE
MERGER -- Interests of Certain Persons in the Merger."
The Board of Directors of each of Boatmen's and Boatmen's-Amarillo
believe that the merger of Tom Green National into Boatmen's-Amarillo would
be a natural and desirable addition to Boatmen's present banking franchise in
the San Angelo, Texas banking market.
RECOMMENDATION OF THE BOARD OF DIRECTORS
FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS OF TOM
GREEN NATIONAL RECOMMENDS THAT THE HOLDERS OF TOM GREEN NATIONAL COMMON VOTE
"FOR" APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE MERGER.
MERGER CONSIDERATION
The Merger Agreement provides that each share of Tom Green
National Common, other than shares held by any shareholder properly
exercising dissenters' rights under the National Bank Act, will be converted,
at the effective time of the Merger (the "Effective Time"), into the right to
receive 2.1525 shares (the "Conversion Ratio") of Boatmen's Common, including
any rights attached thereto, under or by virtue of the Rights Agreement,
dated August 14, 1990, between Boatmen's and Boatmen's Trust Company, as
Rights Agent (see "COMPARISON OF SHAREHOLDER RIGHTS -- Shareholder Rights
Plan"), plus cash in lieu of fractional shares as described herein (the
"Merger Consideration"). The Merger Consideration was determined through
negotiations between Boatmen's and Tom Green National, taking into account
the relative value of Boatmen's Common and Tom Green National Common.
21
<PAGE> 29
FRACTIONAL SHARES
No fractional shares of Boatmen's Common will be issued and, in
lieu thereof, each holder of Tom Green National Common who would otherwise be
entitled to a fractional share interest of Boatmen's Common (after taking
into account all shares of Tom Green National Common held by such holder)
will be paid an amount in cash equal to the product of such fractional share
interest and the closing price of a share of Boatmen's Common on the Nasdaq
Stock Market's National Market ("Nasdaq") on the business day immediately
preceding the date on which the Effective Time occurs.
SHARE ADJUSTMENTS
If, prior to the Effective Time, a share of Boatmen's Common would
be changed into a different number of shares of Boatmen's Common or a
different class of shares (a "Share Adjustment"), by reason of
reclassification, recapitalization, splitup, exchange of shares or
readjustment, or if a stock dividend thereon should be declared with a record
date prior to the Effective Time, then the number of shares of Boatmen's
Common into which a share of Tom Green National Common would be converted
pursuant to the Merger Agreement will be appropriately and proportionately
adjusted so that each shareholder of Tom Green National will be entitled to
receive such number of shares of Boatmen's Common as such shareholder would
have received pursuant to such Share Adjustment had the record date thereof
been immediately following the Effective Time.
FORM OF THE MERGER
The Merger Agreement provides that, subject to the satisfaction or
waiver (where permissible) of the conditions set forth therein, at the
Effective Time, Tom Green National will merge into Boatmen's-Amarillo, and
Boatmen's-Amarillo will be the surviving association in the Merger. At the
Effective Time, the separate corporate existence of Tom Green National will
terminate.
CONDUCT OF BUSINESS PENDING THE MERGER; DIVIDENDS
Pursuant to the Merger Agreement, Tom Green National has agreed to
carry on its business in the usual, regular and ordinary course in
substantially the same manner as conducted prior to the execution of the
Merger Agreement. The Merger Agreement provides that Tom Green National may
not declare or pay any dividend on the Tom Green National Common or make any
other distribution to shareholders, whether in cash, stock or other property,
after the date of the Merger Agreement.
EFFECTIVE TIME
The Merger will become effective on the date specified in the
certification to be issued by the O.C.C. It is presently anticipated that
the Merger will be consummated in the first quarter of 1996, but no assurance
can be given that such timetable will be met.
22
<PAGE> 30
REGULATORY APPROVALS
The Merger is subject to the prior regulatory approval of the
O.C.C. pursuant to the Bank Merger Act. Acquisitions subject to O.C.C.
approval under the Bank Merger Act, such as the Merger, may not be
consummated until 30 days after the date of the approval by the O.C.C.,
during which period the United States Department of Justice (the "D.O.J.")
may in its discretion challenge the transaction under the antitrust laws;
provided, however, that the Merger may be consummated after the 15th day
following the date of O.C.C. approval if the O.C.C. has not received any
adverse comments from the D.O.J. relating to the competitive aspects of the
transaction and the D.O.J. has consented to such shorter waiting period. The
application to effect the Merger has been approved by the O.C.C., subject to
the O.C.C.'s standard conditions.
CONDITIONS TO CONSUMMATION OF THE MERGER
The Merger is subject to various conditions. Specifically, the
obligations of each party to effect the Merger are subject to the fulfillment
or waiver by each of the parties, at or prior to the date on which the Merger
is consummated (the "Closing Date"), of the following conditions: (i) the
representations and warranties of the respective parties to the Merger
Agreement as set forth therein will be true and correct in all material
respects on the date thereof and as of the Closing Date; (ii) the respective
parties to the Merger Agreement will have performed and complied in all
material respects with all of its obligations and agreements required to be
performed prior to the Closing Date; (iii) no party to the Merger Agreement
will be subject to any order, decree or injunction of a court or agency of
competent jurisdiction which enjoins or prohibits the consummation of the
Merger; (iv) all necessary regulatory approvals and consents required to
consummate the Merger, including the approval of the shareholders of Tom
Green National, will have been obtained and all waiting periods in respect
thereof will have expired; (v) each party will have received all required
documents from the other party; (vi) the Registration Statement relating to
the Boatmen's Common to be issued pursuant to the Merger will have become
effective, and no stop order suspending the effectiveness of the Registration
Statement will have been issued and no proceedings for that purpose will have
been initiated or threatened by the S.E.C.; and (vii) Boatmen's will have
received a ruling of the Internal Revenue Service (the "I.R.S.") to the
effect that (a) the Merger will constitute a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), (b) no gain or loss will be recognized by the holders of Tom
Green National Common upon receipt of the Merger Consideration (except for
cash received in lieu of fractional shares), (c) the basis of shares of
Boatmen's Common received by the shareholders of Tom Green National will be
the same as the basis of shares of Tom Green National Common exchanged
therefor, and (d) the holding period of the shares of Boatmen's Common
received by the shareholders of Tom Green National will include the holding
period of the shares of Tom Green National Common exchanged therefor,
provided such shares were held as capital assets as of the Effective Time.
The obligations of Boatmen's and Boatmen's-Amarillo to effect the
Merger are further subject to the condition that, prior to the Closing Date,
Boatmen's has received certain environmental inspection reports required to
be obtained on Tom Green National's real properties and Boatmen's will not
have elected to exercise its termination rights in connection therewith
(which such rights are described herein).
The conditions described in item (iv) above (the receipt of
shareholder and regulatory approvals) may not be waived by either party.
Although the remaining conditions to effect the Merger may be waived by the
party entitled to the benefit thereof, neither Boatmen's nor Tom Green
National intends to waive any such conditions except in those circumstances
where the Board of Directors of either Boatmen's or Tom
23
<PAGE> 31
Green National, as the case may be, deems such waiver to be in the best
interests of Boatmen's or Tom Green National, as the case may be, and their
respective shareholders.
An application for the required regulatory approval of the Merger
has been filed with the O.C.C., and Boatmen's has filed a request for a
revenue ruling from the I.R.S. described above with respect to certain tax
aspects of the Merger. The regulatory application has been approved by the
O.C.C., and the I.R.S. ruling request is pending.
No assurance can be provided as to if or when all of the foregoing
conditions precedent to the Merger will be satisfied or waived (where
permissible) by the party permitted to do so. If the Merger is not effected
on or before August 29, 1996, the Merger Agreement may be terminated by
either Boatmen's or Tom Green National. See "THE MERGER -- Termination or
Abandonment."
TERMINATION OR ABANDONMENT
The Merger Agreement may be terminated at any time prior to the
Effective Time: (i) by either party if the Merger is not consummated on or
prior to August 29, 1996; (ii) by mutual written agreement of the parties;
(iii) by either party in the event of a material breach by the other of any
of its representations and warranties or agreements under the Merger
Agreement not cured within 30 days after notice of such breach is given by
the non-breaching party; (iv) by either party in the event all the conditions
to its obligations are not satisfied or waived (and not cured within any
applicable cure period); (v) by Boatmen's in the event that Tom Green
National becomes a party or subject to any new or amended written agreement,
memorandum of understanding, cease and desist order, imposition of civil
money penalties or other regulatory enforcement action or proceeding with any
federal or state agency charged with the supervision or regulation of banks
after the date of the Merger Agreement, provided, however, that Boatmen's may
not terminate the Merger Agreement on account of any such regulatory
enforcement action or proceeding which, through the reasonable efforts of Tom
Green National and/or Boatmen's, could be terminated on or before the Closing
Date without requiring any capital infusion to be made or other action having
a financial effect materially adverse to the financial benefits of the Merger
to Boatmen's; (vi) by Boatmen's following written notice to Tom Green
National if certain reports of environmental inspection on the real
properties of Tom Green National to be obtained pursuant to the Merger
Agreement should disclose any matters requiring remedial or corrective
measures the estimated cost of which exceeds $100,000, as reasonably
estimated by an environmental expert retained for such purpose by Boatmen's
within ten business days following receipt of an acceptable environmental
report and reasonably acceptable to Tom Green National, or if the cost of
such actions and measures cannot be so reasonably estimated by such expert
with any reasonable degree of certainty; provided, however, that Boatmen's
must exercise such termination right within ten business days following
receipt of such estimate or indication that the cost of such actions and
measures cannot be so reasonably estimated, and provided further that
termination of the Merger Agreement shall be Boatmen's sole remedy in such
event; (vii) by either party if any regulatory application filed in
connection with the Merger should be finally denied or disapproved by the
applicable regulatory authority; and (viii) by either party should the
shareholders of Tom Green National not approve the Merger.
PAYMENT UPON OCCURRENCE OF CERTAIN TRIGGERING EVENTS
The Merger Agreement provides that upon the occurrence of one or
more Triggering Events (defined below), Tom Green National shall pay to
Boatmen's the sum of $400,000.
24
<PAGE> 32
As used in the Merger Agreement, the term "Triggering Event" means
any of the following events: (i) termination of the Merger Agreement by
Boatmen's upon a breach thereof by Tom Green National, provided that within
twelve months of the date of such termination, either an event described in
clause (iii) or (iv) of this sentence shall have occurred; (ii) the failure
of Tom Green National's shareholders to approve the Merger and the Merger
Agreement at the Special Meeting; provided, however, that the failure of Tom
Green National shareholders to approve the Merger and the Merger Agreement
shall not be deemed a Triggering Event if (a) the average of the daily
closing prices of a share of Boatmen's Common, as reported on Nasdaq during
the period of 20 trading days ending on the second trading day immediately
preceding the Mailing Date (the "Boatmen's Final Price"), is less than
$30.00, (b) the number obtained by dividing the Boatmen's Final Price by the
Boatmen's Initial Price (as defined below), is less than the number obtained
by dividing the Final Index Price (as defined below) by the Initial Index
Price (as defined below) and subtracting .20 from such quotient, or
(c) within 18 months after the date of such meeting an event described in
clause (iii) or (iv) below does not occur; (iii) any person or group of
persons (other than Boatmen's) acquires, or has the right to acquire, 50% or
more of the outstanding shares of Tom Green National Common (exclusive of any
shares of Tom Green National Common sold directly or indirectly to such
person or group of persons by Boatmen's); or (iv) upon the entry by Tom Green
National into an agreement or other understanding with a person or group of
persons (other than Boatmen's and/or its affiliates) for such person or group
of persons to acquire, merge or consolidate with Tom Green National or to
purchase or acquire Tom Green National or all or substantially all of Tom
Green National's assets.
As used in the Merger Agreement: (i) "Index Group" means all of
the bank holding companies listed on Exhibit 7.09 to the Merger Agreement,
the common stock of which is publicly traded and as to which there is no
pending publicly announced proposal at any time during the period of 20
trading days ending at the end of the fifth trading day immediately preceding
the Closing Date for such company to be acquired or to acquire another
company which would constitute a "significant subsidiary" of such company (as
such term is defined under applicable S.E.C. regulations) in exchange for its
stock; (ii) "Boatmen's Initial Price" means the closing price of a share of
Boatmen's Common as reported on Nasdaq on August 29, 1995; (iii) "Initial
Index Price" means the weighted average (weighted in accordance with the
factors specified on Exhibit 7.09 to the Merger Agreement) of the per share
closing prices of the common stock of the bank holding companies comprising
the Index Group, as reported on the consolidated transactions reporting
system for the market or exchange on which such common stock is principally
traded, on August 29, 1995; (iv) "Final Price" of any company belonging to
the Index Group means the average of the daily closing sale prices of a share
of common stock of such company, as reported in the consolidated transaction
reporting system for the market or exchange on which such common stock is
principally traded, during the period of 20 trading days ending at the end of
the second trading day immediately preceding the Mailing Date; and (v) "Final
Index Price" means the weighted average (weighted in accordance with the
factors specified on Exhibit 7.09 to the Merger Agreement) of the Final
Prices for all of the companies comprising the Index Group.
DISSENTERS' RIGHTS
The following summary of the rights of Tom Green National
shareholders who choose to dissent and demand payment for their shares of Tom
Green National Common does not purport to be a complete statement of the
National Bank Act relating to their rights, and is qualified by reference to
the excerpts of the National Bank Act that have been set forth as Appendix B
to this Proxy Statement/Prospectus. Each shareholder of Tom Green National
who chooses to dissent from the Merger Agreement should consult with his or
her own legal counsel concerning his or her rights and the specific
procedures and available remedies under the National Bank Act.
25
<PAGE> 33
ANY FAILURE TO FOLLOW THE DETAILED PROCEDURES SET FORTH IN THE
NATIONAL BANK ACT MAY RESULT IN A SHAREHOLDER OF TOM GREEN NATIONAL LOSING
ANY RIGHT HE OR SHE MAY HAVE TO DISSENT FROM THE MERGER AGREEMENT AND DEMAND
AN APPRAISAL FOR THE VALUE FOR HIS OR HER SHARES OF TOM GREEN NATIONAL
COMMON.
The shareholders of Tom Green National will have the right to
dissent from the Merger Agreement in accordance with applicable law. The
rights of shareholders of Tom Green National, which is a national banking
association, who choose to dissent from the Merger Agreement are governed and
controlled by Title 12, Section 215a(b) through 215a(d) of the National Bank
Act, a copy of which is attached hereto as Appendix B. The rights of
shareholders of Tom Green National who choose to dissent from the Merger
Agreement are not governed or controlled by state law.
The National Bank Act provides that a shareholder of Tom Green
National who chooses to assert dissenters' rights must vote against the
Merger Agreement at the Special Meeting or give written notice at or prior to
such Special Meeting to the presiding officer that the shareholder dissents
from the Merger Agreement. A shareholder who fails to vote against the
Merger Agreement at the Special Meeting or give written notice at or prior to
such Special Meeting to the presiding officer that the shareholder dissents
from the Merger Agreement, will be bound by the terms of the Merger
Agreement.
Following approval of the Merger Agreement, a shareholder of Tom
Green National who chooses to assert dissenter's rights, and who voted
against the Merger Agreement at the Special Meeting or gave written notice at
or prior to such Special Meeting to the presiding officer that the
shareholder dissents from the Merger Agreement, must deliver a written
request for payment for his or her shares of Tom Green National Common to
Boatmen's-Amarillo and surrender his or her certificates representing shares
of Tom Green National Common to Boatmen's-Amarillo with the written request
for payment at any time before 30 days after the Closing Date. A shareholder
who fails to deliver a written request for payment for his or her shares of
Tom Green National Common to Boatmen's-Amarillo or fails to surrender his or
her Tom Green National Common to Boatmen's-Amarillo with the written request
for payment before 30 days after the Closing Date will be bound by the terms
of the Merger Agreement.
The value of the shares of Tom Green National Common of any
dissenting shareholder who properly asserts his or her dissenters' rights
shall be determined as of the Closing Date. In accordance with the National
Bank Act, the value of the shares of Tom Green National Common will be
determined by an appraisal made by a committee of the following three
persons: (1) one person who is selected by the vote of the holders of a
majority of the shares of Tom Green National Common, the owners of which have
properly asserted their dissenters' rights; (2) one person who is selected by
the Board of Directors of Boatmen's-Amarillo; and (3) one person who is
selected by the two persons so selected. The valuation of the shares of Tom
Green National Common agreed upon by any two of the three persons on the
appraisal committee will be the governing value of the shares. If for any
reason one or more of the appraisers is not selected, or if the appraisers
are properly selected but fail to determine the value of the shares of a
dissenting shareholder within 90 days from the Closing Date, the O.C.C.
shall, upon receiving a written request from any interested party, cause an
appraisal to be made which appraisal shall be final and binding on all
parties.
A shareholder of Tom Green National who properly asserts his or
her dissenters' rights who is unsatisfied with the value fixed by the
appraisal committee may, within five days after being notified of the
appraised value of his or her shares, appeal to the O.C.C., which will cause
a reappraisal to be undertaken. The O.C.C.'s reappraisal of the dissenting
shareholder's shares of Tom Green National Common will be final and binding
on the dissenting shareholder who challenged the appraisal committees'
original valuation.
26
<PAGE> 34
Any expenses incurred by the O.C.C. in making an appraisal or reappraisal, as
the case may be, of the value of a dissenting shareholder's shares of Tom
Green National Common will be paid by Boatmen's- Amarillo. For more
information regarding the methods used by the O.C.C. to estimate the value of
a bank's stock when a shareholder exercises dissenters' rights, and for a
summary of the results of appraisals performed by the O.C.C. between January
1, 1985, and September 1, 1991, please see O.C.C. Banking Circular Number 259,
a copy of which is attached hereto as Appendix C.
The value of the shares of Tom Green National Common ascertained
by the appraisal committee or the O.C.C., as the case may be, will be
promptly paid by Boatmen's-Amarillo to any dissenting shareholders who
properly asserted his or her dissenters' rights. The shares of Boatmen's
Common that would have been delivered to any dissenting shareholders had the
dissenting shareholders not chosen to dissent will be sold by Boatmen's-
Amarillo at an advertised public auction. Boatmen's-Amarillo will have the
right to purchase any of such shares at the public auction, if Boatmen's-
Amarillo is the highest bidder therefor, for the purpose of reselling such
shares within 30 days thereafter to such person or persons and at such price
not less than par value as the Board of Directors of Boatmen's-Amarillo by
resolution may determine. If Boatmen's-Amarillo sells such shares at public
auction at a price greater than the price paid to the dissenting shareholders
of Tom Green National, the excess price of the shares sold at public auction
over the price paid to the dissenting shareholders will be paid by Boatmen's-
Amarillo to such dissenting shareholders.
THE FOREGOING SUMMARY DOES NOT PURPORT TO BE A COMPLETE STATEMENT
OF THE PROVISIONS OF THE NATIONAL BANK ACT RELATING TO THE RIGHTS OF
DISSENTING SHAREHOLDERS OF TOM GREEN NATIONAL, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE EXCERPTS FROM THE NATIONAL BANK ACT INCLUDED
HEREIN AS APPENDIX B.
EXCHANGE OF TOM GREEN NATIONAL STOCK CERTIFICATES; FRACTIONAL SHARES
The conversion of Tom Green National Common into Boatmen's Common
(other than any shares as to which dissenters' rights are properly exercised)
will occur by operation of law at the Effective Time. After the Effective
Time, certificates theretofore evidencing shares of Tom Green National Common
(such certificates, other than certificates held by shareholders exercising
their dissenters' rights, being collectively referred to herein as the "Tom
Green National Certificates"), which may be exchanged for shares of Boatmen's
Common, will be deemed, for all corporate purposes other than the payment of
dividends and other distributions on such shares, to evidence ownership of
and entitlement to receive such shares of Boatmen's Common.
As soon as reasonably practicable after the Effective Time, and in
no event more than ten business days thereafter, Boatmen's Trust Company (the
"Exchange Agent") will mail a transmittal letter and instructions to each
record holder of a Tom Green National Certificate whose shares were converted
into the right to receive the Merger Consideration, advising such holder of
the number of shares of Boatmen's Common such holder is entitled to receive
pursuant to the Merger, of the amount of cash such holder is due in lieu of a
fractional share of Boatmen's Common, and of the procedures for surrendering
such Tom Green National Certificates in exchange for a Certificate for the
number of whole shares of Boatmen's Common, and a check for the cash amount
(if any) such holder is entitled to receive in lieu of fractional shares.
The letter of transmittal will also specify that delivery will be effected,
and risk of loss and title to the Tom Green National Certificates will pass,
only upon proper delivery of the Tom Green National Certificates to the
Exchange Agent and will be in such form and have such other provisions as
Boatmen's may reasonably specify. SHAREHOLDERS OF TOM GREEN NATIONAL
ARE REQUESTED NOT TO SURRENDER THEIR TOM GREEN
27
<PAGE> 35
NATIONAL CERTIFICATES FOR EXCHANGE UNTIL SUCH LETTER OF TRANSMITTAL AND
INSTRUCTIONS ARE RECEIVED. The shares of Boatmen's Common into which
Tom Green National Common will be converted in the Merger will be deemed to
have been issued at the Effective Time. Unless and until the Tom Green
National Certificates are surrendered, along with a duly executed letter of
transmittal, any other required documents and notification of the holder's
federal taxpayer identification number, dividends on the shares of Boatmen's
Common issuable with respect to such Tom Green National Common, which would
otherwise be payable, will not be paid to the holders of such Tom Green
National Certificates and, in such case, upon surrender of the Tom Green
National Certificates, and a duly executed Letter of Transmittal, any other
required documents and notification of taxpayer identification number, there
will be paid any dividends on such shares of Boatmen's Common that became
payable between the Effective Time and the time of such surrender and
notification. No interest on any such dividends will accrue or be paid.
REPRESENTATIONS AND WARRANTIES OF TOM GREEN NATIONAL, BOATMEN'S
AND BOATMEN'S-AMARILLO
The Merger Agreement contains various representations and
warranties of the parties thereto. These include, among other things,
representations and warranties by Tom Green National, except as otherwise
disclosed to Boatmen's, as to: (i) its organization and good standing;
(ii) its capitalization; (iii) the due authorization and execution of the
Merger Agreement by Tom Green National; (iv) the accuracy of its financial
statements and filings with the O.C.C.; (v) the absence of material adverse
changes in the financial condition, results of operations, business or
prospects of Tom Green National; (vi) the absence of certain orders,
agreements or memoranda of understanding between Tom Green National and any
federal or state agency charged with the supervision or regulation of banks;
(vii) the filing of tax returns and payment of taxes; (viii) the absence of
pending or threatened litigation or other such actions; (ix) agreements with
employees, including employment agreements; (x) certain reports required to
be filed with various regulatory agencies; (xi) its loan portfolio;
(xii) employee matters and ERISA; (xiii) title to its properties, the absence
of liens (except as specified) and insurance matters; (xiv) environmental
matters; (xv) compliance with applicable laws and regulations; (xvi) the
absence of undisclosed liabilities; (xvii) the absence of brokerage
commissions or similar finder's fees in connection with the Merger; and
(xviii) the accuracy of information supplied by Tom Green National in
connection with the Registration Statement, this Proxy Statement/Prospectus
and any other documents to be filed with the S.E.C. or any banking or other
regulatory authority in connection with the transactions contemplated by the
Merger Agreement.
Boatmen's and Boatmen's-Amarillo's representations and warranties
include, among other things, those as to: (i) their organization and good
standing; (ii) their capitalization; (iii) the due authorization and
execution of the Merger Agreement by each of Boatmen's and Boatmen's-Amarillo,
and the absence of the need (except as specified) for governmental
or third party consents to the Merger; (iv) subsidiaries of Boatmen's;
(v) the accuracy of Boatmen's financial statements and filings with the
S.E.C.; (vi) the absence of material adverse changes in the financial
condition, results of operations or business of Boatmen's and its
subsidiaries; (vii) the absence of material pending or threatened litigation
or other such actions; (viii) certain reports required to be filed with
various regulatory agencies; (ix) compliance with applicable laws and
regulations; and (x) the accuracy of information supplied by Boatmen's and
Boatmen's-Amarillo in connection with the Registration Statement, this Proxy
Statement/Prospectus and any other documents to be filed with the S.E.C. or
any banking or other regulatory authority in connection with the transactions
contemplated by the Merger Agreement.
28
<PAGE> 36
CERTAIN OTHER AGREEMENTS
Business of Tom Green National in Ordinary Course. Pursuant to
-------------------------------------------------
the Merger Agreement, Tom Green National has agreed, among other things, that
it will conduct its business and engage in transactions only in the usual,
regular and ordinary course as previously conducted, and that it will not,
after the date of the Agreement, without the prior written consent of
Boatmen's (which shall not be unreasonably withheld): (i) issue additional
Tom Green National Common or other capital stock, options, warrants or other
rights to subscribe for or purchase Tom Green National Common, or any other
capital stock or any other securities convertible into or exchangeable for
any capital stock of Tom Green National; (ii) directly or indirectly redeem,
purchase or otherwise acquire Tom Green National Common or any other capital
stock of Tom Green National; (iii) effect a reclassification,
recapitalization, splitup, exchange of shares, readjustment or other similar
change in any capital stock or otherwise reorganize or recapitalize;
(iv) change its articles of association or bylaws; (v) grant any increase,
other than ordinary and normal increases consistent with past practices, in
the compensation payable or to become payable to officers or salaried
employees, grant any stock options or, except as required by law, adopt or
change any bonus, insurance, pension, or other employee plan, payment or
arrangement made to, for or with any such officers or employees; (vi) other
than in the ordinary course of business, borrow or agree to borrow any amount
of funds or directly or indirectly guarantee or agree to guarantee any
obligations of others; (vii) make or commit to make any new loan or letter of
credit or any new or additional discretionary advance under any existing line
of credit, in excess of $600,000, or that would increase the aggregate credit
outstanding to any one borrower or group of affiliated borrowers to more than
$600,000; (viii) purchase or otherwise acquire any investment security for
its own account having an average remaining life maturity greater than five
years or any asset-backed securities other than those issued or guaranteed by
the Government National Mortgage Association, the Federal National Mortgage
Association or the Federal Home Loan Mortgage Corporation; (ix) increase or
decrease the rate of interest paid on time deposits or certificates of
deposit except in a manner and pursuant to policies consistent with Tom Green
National's past practices; (x) enter into any agreement, contract or
commitment having a term in excess of three months other than letters of
credit, loan agreements and other lending, credit and deposit agreements and
documents made in the ordinary course of business; (xi) mortgage, pledge,
subject to lien or charge or otherwise encumber any of its assets or
properties except in the ordinary course of business; (xii) cancel,
accelerate or waive any material indebtedness, claims or rights owing to Tom
Green National except in the ordinary course of business; (xiii) sell or
otherwise dispose of any real property or any material amount of personal
property other than (a) properties acquired in foreclosure or otherwise in
the ordinary collection of indebtedness or (b) securities that were held for
sale by Tom Green National as of June 30, 1995, not to exceed in the
aggregate $1,000,000, provided that the proceeds of any such sale shall not
be reinvested, without Boatmen's prior written consent, except in United
States Treasury obligations having maturities of one year or less;
(xiv) foreclose or otherwise take title to or possess any real property,
other than single family, non-agricultural residential property of one acre
or less, without first obtaining a phase one environmental report that
indicates that the property is free of hazardous, toxic or polluting waste
materials; (xv) commit any act or fail to do any act which will result in a
material breach of any agreement, contract or commitment; (xvi) violate any
law, statute, rule, governmental regulation or order which will materially
adversely affect the business, financial condition or earnings of Tom Green
National; (xvii) purchase any real or personal property or make any capital
expenditure in excess of $100,000, other than the exercise of an option to
purchase the branch of Tom Green National located in downtown San Angelo; or
(xviii) engage in any transaction or take any action that would render
untrue, in any material respect, any of the representations and warranties
made by Tom Green National in the Merger Agreement, if such representations
or warranties were given as of the date of such transaction or action.
29
<PAGE> 37
Additional Tom Green National Reserves, Accruals, Charges and
-------------------------------------------------------------
Expenses. The Merger Agreement acknowledges that while Tom Green National
- --------
believes it has established all reserves and taken all provisions for
possible loan losses required by generally accepted accounting principles and
applicable laws, rules and regulations, Boatmen's has adopted different loan,
accrual and reserve policies (including different loan classifications and
levels of reserves for possible loan losses). Accordingly, the Merger
Agreement provides that Boatmen's and Tom Green National will consult and
cooperate with each other prior to the Effective Time: (i) to conform Tom
Green National's loan, accrual and reserve policies to those of Boatmen's;
(ii) to determine appropriate accruals, reserves, and charges for Tom Green
National to establish and take in respect of excess equipment write-off or
write-down of various assets, and other appropriate charges and accounting
adjustments taking into account the parties' business plans following the
Merger; and (iii) to determine the amount and the timing for recognizing for
financial accounting purposes of the expenses of the Merger and the
restructuring charges related to or to be incurred in connection with the
Merger. Tom Green National has agreed to establish and take all such
reserves, accruals and charges and recognize, for financial accounting
purposes, such expenses and charges, as requested by Boatmen's and at such
times as are mutually agreeable to Boatmen's and Tom Green National,
provided, however, that Tom Green National is not required to take any action
that is inconsistent with generally accepted accounting principles.
Environmental Inspections. Tom Green National has provided
-------------------------
Boatmen's reports of phase one environmental investigations on certain real
property owned or leased by Tom Green National (not including leased space in
retail and similar establishments and space leased for automatic teller
machines). Tom Green National has agreed to provide Boatmen's with similar
reports of a phase one environmental investigation within ten days after the
acquisition or lease of any real property acquired or leased by Tom Green
National (not including leased space in retail or similar establishments and
space leased for automatic teller machines) after August 29, 1995, the date
of the Merger Agreement. If required by the phase one investigation in
Boatmen's reasonable opinion, Tom Green National has also agreed to provide
Boatmen's with a report of a phase two investigation on properties requiring
such additional study. If the cost of taking all remedial and corrective
actions and measures required by applicable law or the environmental reports
exceeds $100,000, as reasonably estimated by an environmental expert retained
for such purpose by Boatmen's and reasonably acceptable to Tom Green
National, then Boatmen's will have the right for a period of ten business
days to terminate the Merger Agreement, which will be Boatmen's sole remedy
in such event. See "THE MERGER -- Termination or Abandonment."
Environmental investigations routinely are conducted by Boatmen's
in connection with transactions involving the acquisition of real property,
whether pursuant to the acquisition of a bank or other business or in its
ongoing business operations. These investigations are intended to identify
and quantify potential environmental risks of ownership, such as
contamination, which could lead to liability for clean-up costs under the
federal Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended, and other applicable laws. A "phase one" investigation
is an initial environmental inquiry intended to identify areas of concern
which might require more in-depth assessment. The scope of a phase one
investigation varies depending on the environmental consultant utilized and
the property assessed, but will typically include: (i) visual inspection of
the property; (ii) review of governmental records to ascertain the presence
of such things as "Superfund" sites, underground storage tanks or landfills,
etc. on or near the site; (iii) review of all relevant site records such as
air or water discharge permits and hazardous waste manifests; and
(iv) research regarding previous owners and uses of the property as well as
those of surrounding properties. In bank or other business acquisition
transactions, Boatmen's policy is to obtain phase one environmental
investigations of real property to ensure that environmental problems do not
exist which could result in unacceptably high or unquantifiable risk to
Boatmen's and its shareholders.
30
<PAGE> 38
Other Tom Green National Agreements. In addition, Tom Green
-----------------------------------
National has agreed to: (i) give Boatmen's prompt written notice of any
occurrence, or impending or threatened occurrence, of any event or condition
which would cause or constitute a breach of any of Tom Green National's
representations or agreements in the Merger Agreement or of the occurrence of
any matter or event known to and directly involving Tom Green National (not
including changes in conditions that affect the banking industry generally)
that is materially adverse to the business, operations, properties, assets or
condition (financial or otherwise) of Tom Green National; (ii) use its best
efforts to obtain all necessary consents in any material leases, licenses,
contracts, instruments and rights that require the consent of another person
for their transfer or assumption pursuant to the Merger; (iii) use its best
efforts to perform and fulfill all conditions and obligations to be performed
or fulfilled under the Merger Agreement and to effect the Merger; and
(iv) permit Boatmen's reasonable access to Tom Green National's properties
and to disclose and make available all books, documents, papers and records
relating to assets, stock ownership, properties, operations, obligations and
liabilities in which Boatmen's may have a reasonable and legitimate interest
in furtherance of the transactions contemplated by the Merger Agreement.
Boatmen's Agreements. Pursuant to the Merger Agreement, Boatmen's
--------------------
has agreed, among other things, to: (i) file all regulatory applications
required in order to consummate the Merger and to provide Tom Green National
with copies of all such applications; (ii) file the Registration Statement
with the S.E.C. and use its best efforts to cause the Registration Statement
to become effective; (iii) timely file all documents required to obtain all
necessary permits and approvals under applicable state securities laws;
(iv) prepare and file any other filings required to list on Nasdaq the shares
of Boatmen's Common to be issued in the Merger and any other filing required
under the Exchange Act relating to the Merger and related transactions;
(v) promptly notify Tom Green National in writing should Boatmen's have
knowledge of any event or condition that would cause or constitute a breach
of any of its representations or agreements contained in the Merger
Agreement; (vi) use its best efforts to perform and fulfill all conditions
and obligations to be performed or fulfilled under the Merger Agreement and
to effect the Merger; and (vii) permit Tom Green National reasonable access
to all books, documents, papers and records relating to the assets, stock
ownership, properties, operations, obligations and liabilities of Boatmen's
in which Tom Green National may have a reasonable and legitimate interest in
furtherance of the transactions contemplated in the Merger Agreement. In
addition, the Merger Agreement states that Boatmen's shall provide certain
employee benefit plans and programs to the employees of Tom Green National
who continue their employment after the Effective Time.
NO SOLICITATION
The Merger Agreement provides that, unless and until the Merger
Agreement has been terminated, Tom Green National will not solicit or
encourage or, subject to the fiduciary duties of its directors as advised by
counsel, hold discussions or negotiations with, or provide information to,
any person in connection with any proposal from any person relating to the
acquisition of all or a substantial portion of the business, assets or stock
of Tom Green National. Tom Green National is required to promptly advise
Boatmen's of its receipt of, and the substance of, any such proposal or
inquiry.
WAIVER AND AMENDMENT
Prior to or at the Effective Time, any provision of the Merger
Agreement, including, without limitation, the conditions to consummation of
the Merger, may be (i) waived, to the extent permitted under law, in writing
by the party which is entitled to the benefits thereof; or (ii) amended at
any time by written
31
<PAGE> 39
agreement of the parties, whether before or after approval of the Merger
Agreement by the shareholders of Tom Green National at the Special Meeting;
provided, however, that after any such approval, no such amendment or
modification shall alter the amount or change the form of the Merger
Consideration or alter or change any of the terms of the Merger Agreement if
such alteration or change would adversely affect the holders of Tom Green
National Common. It is anticipated that a condition to the obligations of Tom
Green National and Boatmen's to consummate the Merger would be waived only in
those circumstances where the Board of Directors of Tom Green National or
Boatmen's, as the case may be, deems such waiver to be in the best interests
of such company and its shareholders.
EXPENSES AND FEES
In the event the Merger Agreement is terminated or the Merger is
abandoned, all costs and expenses incurred in connection with the Merger
Agreement will be paid by the party incurring such costs and expenses, and no
party shall have any liability to the other party for costs, expenses,
damages or otherwise, except that: (i) in the event the Merger Agreement is
terminated on account of a willful breach of any of the representations or
warranties therein or any breach of the agreements set forth therein, the
non-breaching party is entitled to seek damages against the breaching party;
and (ii) in certain events, Tom Green National will be required to pay a fee
of $400,000 to Boatmen's. See "THE MERGER -- Payment Upon Occurrence of
Certain Triggering Events."
FEDERAL INCOME TAX CONSEQUENCES
The Merger has been structured to qualify as a reorganization
under Section 368(a) of the Code. Except for shareholders perfecting their
dissenters' rights, and cash received in lieu of a fractional share interest
in Boatmen's Common, holders of shares of Tom Green National Common will
recognize no gain or loss on the receipt of Boatmen's Common in the Merger.
Additionally, their aggregate basis in the shares of Boatmen's Common
received in the Merger will be the same as their aggregate basis in their
shares of Tom Green National Common converted in the Merger, and, provided
the shares surrendered are held as a capital asset, the holding period of the
shares of Boatmen's Common received by them will include the holding period
of their shares of Tom Green National Common converted in the Merger. Cash
received in lieu of fractional share interests and cash received by
shareholders exercising their dissenters' rights will be treated as a
distribution in full payment of such fractional share interests, or shares
surrendered in exercise of dissenters' rights, resulting in capital gain or
loss or ordinary income, as the case may be, depending upon each
shareholder's particular situation.
Boatmen's has requested a ruling from the I.R.S. to the effect
that if the Merger is consummated in accordance with the terms set forth in
the Merger Agreement: (i) the Merger will constitute a reorganization within
the meaning of Section 368(a) of the Code; (ii) no gain or loss will be
recognized by the holders of shares of Tom Green National Common upon receipt
of the Merger Consideration (except for cash received in lieu of fractional
shares); (iii) the basis of shares of Boatmen's Common received by the
shareholders of Tom Green National will be the same as the basis of shares of
Tom Green National Common exchanged therefor; and (iv) the holding period of
the shares of Boatmen's Common received by such shareholders will include the
holding period of the shares of Tom Green National Common exchanged therefor,
provided such shares were held as capital assets as of the Effective Time.
The ruling request submitted to the I.R.S. is pending.
32
<PAGE> 40
THE FOREGOING IS A GENERAL SUMMARY OF ALL OF THE MATERIAL FEDERAL
INCOME TAX CONSEQUENCES OF THE MERGER TO TOM GREEN NATIONAL SHAREHOLDERS,
WITHOUT REGARD TO THE PARTICULAR FACTS AND CIRCUMSTANCES OF EACH
SHAREHOLDER'S TAX SITUATION AND STATUS. EACH TOM GREEN NATIONAL SHAREHOLDER
SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING ANY SUCH SPECIFIC TAX
SITUATION AND STATUS INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE,
LOCAL AND FOREIGN LAWS AND THE POSSIBLE EFFECT OF CHANGES IN FEDERAL AND
OTHER TAX LAWS.
RESALE OF BOATMEN'S COMMON
The shares of Boatmen's Common issued pursuant to the Merger will
be freely transferable under the Securities Act except for shares issued to
any Tom Green National shareholder who may be deemed to be an "affiliate" of
Tom Green National or Boatmen's for purposes of Rule 145 under the Securities
Act. The Merger Agreement provides that each such affiliate will enter into
an agreement with Boatmen's providing that such affiliate will not transfer
any shares of Boatmen's Common received in the Merger except in compliance
with the Securities Act. This Proxy Statement/Prospectus does not cover
resales of shares of Boatmen's Common received by any person who may be
deemed to be an affiliate of Tom Green National. Persons who may be deemed
to be affiliates of Tom Green National generally include individuals who, or
entities that control, are controlled by or are under common control with Tom
Green National and will include directors and certain officers of Tom Green
National and may include principal shareholders of Tom Green National.
INTERESTS OF CERTAIN PERSONS IN THE MERGER
Certain members of management and the Board of Directors of Tom
Green National may be deemed to have interests in the Merger in addition to
their interests as shareholders of Tom Green National generally. For
information about the percentage of Tom Green National Common owned by the
directors and executive officers of Tom Green National, see "INFORMATION
ABOUT TOM GREEN NATIONAL -- Security Ownership of Certain Beneficial Owners
and Management." None of the directors or executive officers of Tom Green
National would own, on a pro forma basis giving effect to the Merger, more
than 1% of the issued and outstanding shares of Boatmen's Common.
Insurance; Indemnification. The Merger Agreement provides that
--------------------------
Boatmen's will provide the directors and officers of Tom Green National,
after the Merger, with the same directors' and officers' liability insurance
coverage that Boatmen's provides to directors and officers of its other
banking subsidiaries generally and, in addition, for a period of three years
will use its best efforts to continue Tom Green National's directors' and
officers' liability insurance coverage with respect to actions occurring
prior to the Effective Time to the extent that such coverage is obtainable
for an aggregate premium not to exceed the annual premium presently being
paid by Tom Green National. If the aggregate premium of such insurance would
exceed such maximum amount, Boatmen's will use its best efforts to procure
such level of insurance having the coverage described herein as can be
obtained for an aggregate premium equal to such maximum amount. The Merger
Agreement also provides that for a period of six years after the Effective
Time Boatmen's will cause Boatmen's-Amarillo, as the surviving association in
the Merger, or any successor of Boatmen's-Amarillo, to indemnify the present
and former directors, officers, employees and agents of Tom Green National
against any liability arising out of actions occurring prior to the Effective
Time, to the extent that such indemnification is then permitted under the
National Bank Act and by Tom Green National's
33
<PAGE> 41
Articles of Association as in effect on the date of the Merger Agreement,
including provisions relating to advances of expenses incurred in the defense
of any action or suit.
Employee Benefits. The Merger Agreement contains certain
-----------------
provisions regarding employee benefits, which are described under "THE
MERGER -- Effect on Employee Benefit and Stock Plans."
No member of Boatmen's management or Boatmen's Board of Directors
or any other affiliate of Boatmen's has an interest in the Merger, other than
as a shareholder of Boatmen's generally.
ACCOUNTING TREATMENT
The Merger will be accounted for by Boatmen's under the purchase
method of accounting in accordance with Accounting Principles Board Opinion
No. 16, "Business Combinations," as amended. Under this method of
accounting, the purchase price will be allocated to assets acquired and
liabilities assumed based on their estimated fair values at the Effective
Time. Income of the combined company will not include results of operations
of Tom Green National prior to the Effective Time. See "PRO FORMA FINANCIAL
DATA."
MANAGEMENT AND OPERATIONS AFTER THE MERGER
Boatmen's-Amarillo will be the surviving association in the
Merger. Following consummation of the Merger, the present offices of Tom
Green National will be operated as branch offices of Boatmen's-Amarillo. It
is not anticipated that the Board of Directors of Boatmen's, Boatmen's-Texas
or Boatmen's-Amarillo will be affected as a result of the Merger. It is
presently anticipated that the executive officers of Tom Green National will
continue as officers of the San Angelo operations of Boatmen's-Amarillo
following the Merger. There are no written employment agreements with
respect to such anticipated continued employment.
EFFECT ON EMPLOYEE BENEFIT AND STOCK PLANS
The Merger Agreement provides that each employee of Tom Green
National who continues as an employee following the Effective Time will be
entitled, as a new employee of a subsidiary of Boatmen's, to participate in
certain employee benefit and stock plans that may be in effect for employees
of all of Boatmen's subsidiaries, from time to time, on the same basis as
similarly situated employees of other Boatmen's subsidiaries, subject to the
right of Boatmen's to amend or terminate any such plans or programs in its
discretion. Boatmen's will, for purposes of measuring periods of time for
vesting and any age or period of service requirements for commencement of
participation with respect to any employee benefit plans in which former
employees of Tom Green National may participate, credit each such employee
with his or her term of service with Tom Green National.
Upon the effectiveness of the Merger, each outstanding option to
purchase shares of Tom Green Common (a "Tom Green Stock Option") issued
pursuant to the Tom Green National Bank 1987 Incentive Stock Option Plan,
whether or not vested or exercisable, will be assumed by Boatmen's. Each Tom
Green Stock Option will be deemed to constitute an option to acquire, on the
same terms and conditions as were applicable under such Tom Green Stock
Option, such number of shares of Boatmen's Common as the holder of such Tom
Green Stock Option would have been entitled to receive pursuant to the Merger
had such holder
34
<PAGE> 42
exercised such option in full immediately prior to the Effective Time, at an
exercise price per share equal to (a) the aggregate exercise price of the
shares of Tom Green Common otherwise purchasable pursuant to such Tom Green
Stock Option divided by (b) the number of full shares of Boatmen's Common
deemed purchasable pursuant to such Tom Green Stock Option as aforesaid.
BOATMEN'S DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Boatmen's has an automatic Dividend Reinvestment and Stock
Purchase Plan (the "Boatmen's DRP") which provides, in substance, for those
shareholders who elect to participate, that dividends on Boatmen's Common and
optional cash payments of not less than $100 per payment, up to a maximum of
$10,000 for each quarter, will be invested in shares of Boatmen's Common.
The purchase price for Boatmen's Common purchased under the Boatmen's DRP is
100% of the market price. The Boatmen's DRP provides for the payment by
Boatmen's of any brokerage commissions or service charges with respect to
such purchases. After the Effective Time, shareholders of Tom Green National
who receive Boatmen's Common in the Merger will have the right to participate
in the Boatmen's DRP.
PRO FORMA FINANCIAL DATA
The following unaudited pro forma combined condensed balance sheet
as of September 30, 1995, and the pro forma combined condensed statements of
income for the nine months ended September 30, 1995 and September 30, 1994,
and for the year ended December 31, 1994, give effect to the Merger based on
the historical consolidated financial statements of Boatmen's and its
subsidiaries, which have been restated to reflect the acquisition of Worthen,
and the historical financial statements of Tom Green National under the
assumptions and adjustments set forth in the accompanying notes to the pro
forma financial statements.
The pro forma combined condensed balance sheet assumes the Merger
was consummated on December 31, 1994, and the pro forma condensed statements
of income assume the Merger was consummated on January 1 of each period
presented. The pro forma statements may not be indicative of the results
that actually would have occurred if the Merger had been in effect on the
dates indicated or that may be obtained in the future. The pro forma
financial statements should be read in conjunction with the historical
consolidated financial statements and notes thereto of Boatmen's and the
historical financial statements of Tom Green National either incorporated by
reference herein or contained elsewhere in this Proxy Statement/Prospectus.
See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." The pro forma
financial data (i) give effect to Boatmen's pending acquisition of Fourth
Financial and (ii) reflect the acquisition of Worthen Banking Corporation, a
pooling acquisition completed on February 28, 1995, for all periods
presented, as Fourth Financial will represent, and Worthen Banking
Corporation represented, a significant subsidiary. The pro forma financial
data also reflect the acquisitions of Dalhart Bancshares, Inc., First
National Bank in Pampa and National Mortgage Company (other minor pooling
acquisitions completed in 1995) for the 1995 and 1994 periods. Pro forma
financial information prior to 1994 does not reflect these smaller
acquisitions due to the immaterial impact on the pro forma combined results
of operations. The pro forma financial data do not give effect to the recent
acquisitions of other financial institutions, which other acquisitions are
not material to Boatmen's individually or in the aggregate as these
acquisitions represent less than 1% of Boatmen's consolidated assets at
September 30, 1995. See "THE PARTIES -- Boatmen's -- Recent and Pending
Acquisitions."
35
<PAGE> 43
<TABLE>
PRO FORMA COMBINED CONDENSED BALANCE SHEET
(unaudited)
SEPTEMBER 30, 1995
(in thousands)
<CAPTION>
FOURTH
BOATMEN'S FINANCIAL BOATMEN'S TOM GREEN PRO FORMA
BANCSHARES, INC. CORPORATION ADJUSTMENTS PRO FORMA NATIONAL BANK ADJUSTMENTS COMBINED
---------------- ----------- ----------- --------- ------------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash and noninterest-bearing
balances due from banks $1,808,462 $397,464 $2,205,926 $2,449 ($8,640)<F3> $2,199,735
Short-term investments 60,159 1,090 61,249 61,249
Securities
Held to Maturity 5,028,382 1,774,381 6,802,763 11,176 6,813,939
Available for Sale 3,988,383 467,906 4,456,289 10,847 4,467,136
Trading 26,977 2,295 29,272 29,272
Federal funds sold and securities
purchased under resale agreements 686,822 3,310 690,132 2,450 692,582
Loans, net of unearned 19,780,535 4,403,973 24,184,508 42,574 24,227,082
Less reserve for loan losses 390,344 71,008 461,352 218 461,570
-----------------------------------------------------------------------------------------------
Loans, net 19,390,191 4,332,965 23,723,156 42,356 23,765,512
-----------------------------------------------------------------------------------------------
Property and equipment 640,533 161,637 802,170 2,229 804,399
Intangibles 325,312 92,754 418,066 3,793<F4> 421,859
Other assets 986,398 108,018 1,094,416 1,330 1,095,746
-----------------------------------------------------------------------------------------------
Total Assets $32,941,619 $7,341,820 $0 $40,283,439 $72,837 ($4,847) $40,351,429
===============================================================================================
LIABILITIES AND EQUITY:
Noninterest-bearing deposits $5,471,376 $968,015 $6,439,391 $8,842 $6,448,233
Interest-bearing deposits 19,122,815 4,977,977 24,100,792 58,634 24,159,426
-----------------------------------------------------------------------------------------------
Total deposits 24,594,191 5,945,992 30,540,183 67,476 30,607,659
-----------------------------------------------------------------------------------------------
Federal funds purchased and other
short-term borrowings 4,515,395 500,185 5,015,580 5,015,580
Long-term debt 524,283 168,422 692,705 692,705
Capital lease obligation 39,209 164 39,373 39,373
Other liabilities 458,489 65,228 31,000<F2> 554,717 514 555,231
-----------------------------------------------------------------------------------------------
Total liabilities 30,131,567 6,679,991 31,000 36,842,558 67,990 0 36,910,548
-----------------------------------------------------------------------------------------------
Redeemable preferred stock 1,007 1,007 1,007
Stockholders' equity:
Preferred stock 99,362 99,362 99,362
Common stock 129,924 138,191 (110,553)<F1> 157,562 1,022 (1,022)<F4> 157,562
Surplus 988,637 108,421 110,553 <F1> 1,207,611 1,022 (1,022)<F4> 1,207,611
Retained earnings 1,761,286 312,609 (31,000)<F2> 2,042,895 2,825 (2,825)<F4> 2,042,895
Less: Treasury stock (59,205) (59,205) (8,640)<F3> (59,205)
Stock option loans (1,741) (1,741) 8,640 <F4> (1,741)
Unrealized net appreciation
(depreciation) available
for sale securities (11,597) 4,987 (6,610) (22) 22 <F4> (6,610)
-----------------------------------------------------------------------------------------------
Total stockholders' equity 2,809,045 661,829 (31,000) 3,439,874 4,847 (4,847) 3,439,874
-----------------------------------------------------------------------------------------------
Total liabilities and stockholders'
equity $32,941,619 $7,341,820 $0 $40,283,439 $72,837 ($4,847) $40,351,429
===============================================================================================
Stockholders' equity per share $21.90 $21.43 $21.43
================ ============== =============
<FN>
NOTES TO PRO FORMA CONDENSED BALANCE SHEET
<F1> Based on the exchange ratio of 1 share of Boatmen's Common for
each share of Fourth Financial Common, 27.6 million additional shares of
Boatmen's Common would have been issued as of September 30, 1995, on the
acquisition of Fourth Financial.
<F2> It is anticipated that merger expenses and nonrecurring charges
directly related to the acquisition of Fourth Financial will be recorded
in the first quarter of 1996 upon consummation of the merger. Boatmen's
estimates the total of such charges will approximate $45 million on a
pretax basis, and $31 million on an after-tax basis, or a reduction of
$.20 in earnings per share. The effect of such charges are not
reflected in the Pro Forma Combined Condensed Statement of Income.
<F3> Reflects purchase of treasury shares to be used in the acquisition
of Tom Green National.
<F4> Reflects acquisition of Tom Green National for a purchase price of
$8.6 million, resulting in the issuance of shares of Boatmen's Common
through treasury (240,000 shares at $36 per share), and recognition of
goodwill.
</TABLE>
36
<PAGE> 44
<TABLE>
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(unaudited)
NINE MONTHS ENDED SEPTEMBER 30, 1995
(in thousands, except per share data)
<CAPTION>
BOATMEN'S FOURTH FINANCIAL BOATMEN'S TOM GREEN PRO FORMA
BANCSHARES, INC. CORPORATION PRO FORMA NATIONAL BANK COMBINED
---------------- ----------- --------- ------------- --------
<S> <C> <C> <C> <C> <C>
Interest Income $1,731,903 $414,319 $2,146,222 $3,662 $2,149,884
Interest Expense 830,101 208,661 1,038,762 1,660 1,040,422
---------------------------------------------------------------------------------------
Net Interest Income 901,802 205,658 1,107,460 2,002 1,109,462
Provision for loan losses 30,011 3,294 33,305 114 33,419
---------------------------------------------------------------------------------------
Net Interest Income after
provision for loan losses 871,791 202,364 1,074,155 1,888 1,076,043
Noninterest income 495,389 56,590 551,979 447 552,426
Noninterest expense 896,233 186,370 1,082,603 2,044 1,084,647
---------------------------------------------------------------------------------------
Income before income taxes 470,947 72,584 543,531 291 543,822
Income tax expense 165,803 25,978 191,781 77 191,858
---------------------------------------------------------------------------------------
Net income $305,144 $46,606 $351,750 $214 $351,964
=======================================================================================
Net income available to
common shareholders $305,086 $41,276 $346,362 $214 $346,576
=======================================================================================
Net income per common share $2.37 $2.21 $2.21
================ ============== ==============
Average shares outstanding 128,985 156,578 156,578
================ ============== ==============
See Notes to Pro Forma Combined Condensed Statements of Income
</TABLE>
37
<PAGE> 45
<TABLE>
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(unaudited)
NINE MONTHS ENDED SEPTEMBER 30, 1994
(in thousands, except per share data)
<CAPTION>
BOATMEN'S FOURTH FINANCIAL BOATMEN'S TOM GREEN PRO FORMA
BANCSHARES, INC. CORPORATION PRO FORMA NATIONAL BANK COMBINED
---------------- ----------- --------- ------------- --------
<S> <C> <C> <C> <C> <C>
Interest Income $1,482,499 $356,365 $1,838,864 $3,255 $1,842,119
Interest Expense 594,416 147,192 741,608 1,128 742,736
---------------------------------------------------------------------------------------
Net Interest Income 888,083 209,173 1,097,256 2,127 1,099,383
Provision for loan losses 20,441 340 20,781 26 20,807
---------------------------------------------------------------------------------------
Net Interest Income after
provision for loan losses 867,642 208,833 1,076,475 2,101 1,078,576
Noninterest income 457,064 73,501 530,565 494 531,059
Noninterest expense 860,427 189,267 1,049,694 2,056 1,051,750
---------------------------------------------------------------------------------------
Income before income taxes 464,279 93,067 557,346 539 557,885
Income tax expense 160,686 31,417 192,103 152 192,255
---------------------------------------------------------------------------------------
Net income $303,593 $61,650 $365,243 $387 $365,630
=======================================================================================
Net income available to
common shareholders $303,533 $56,400 $359,933 $387 $360,320
=======================================================================================
Net income per common share $2.36 $2.31 $2.31
================ ============== ==============
Average shares outstanding 128,690 155,931 155,931
================ ============== ==============
See Notes to Pro Forma Combined Condensed Statements of Income
</TABLE>
38
<PAGE> 46
<TABLE>
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(unaudited)
YEAR ENDED DECEMBER 31, 1994
(in thousands, except per share data)
<CAPTION>
BOATMEN'S FOURTH FINANCIAL BOATMEN'S TOM GREEN PRO FORMA
BANCSHARES, INC. CORPORATION PRO FORMA NATIONAL BANK COMBINED
---------------- ----------- --------- ------------- --------
<S> <C> <C> <C> <C> <C>
Interest Income $2,021,856 $489,263 $2,511,119 $4,321 $2,515,440
Interest Expense 833,568 208,610 1,042,178 1,529 1,043,707
---------------------------------------------------------------------------------------
Net Interest Income 1,188,288 280,653 1,468,941 2,792 1,471,733
Provision for loan losses 25,340 836 26,176 151 26,327
---------------------------------------------------------------------------------------
Net Interest Income after
provision for loan losses 1,162,948 279,817 1,442,765 2,641 1,445,406
Noninterest income 615,144 98,516 713,660 626 714,286
Noninterest expense 1,156,738 254,343 1,411,081 2,519 1,413,600
---------------------------------------------------------------------------------------
Income before income taxes 621,354 123,990 745,344 748 746,092
Income tax expense 213,552 40,866 254,418 214 254,632
---------------------------------------------------------------------------------------
Net income $407,802 $83,124 $490,926 $534 $491,460
=======================================================================================
Net income available to
common shareholders $407,722 $76,124 $483,846 $534 $484,380
=======================================================================================
Net income per common share $3.17 $3.10 $3.11
================ ============== ==============
Average shares outstanding 128,652 155,882 155,882
================ ============== ==============
<FN>
NOTES TO PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME
(Unaudited)
<F1> The change in average shares outstanding shown in the pro forma analysis
reflects the issuance of 1.0 shares of Boatmen's Common for each share
of Fourth Financial common stock.
<F2> Net income includes amortization of goodwill which would result from the
acquisition of Tom Green National as if the goodwill existed as of the
earliest period presented. Goodwill will approximate $3.8 million to be
amortized over 15 years.
</TABLE>
39
<PAGE> 47
DESCRIPTION OF BOATMEN'S CAPITAL STOCK
The Restated Articles of Incorporation of Boatmen's currently
authorize the issuance of 200,000,000 shares of common stock, par value $1.00
per share (previously defined herein as the "Boatmen's Common"), and
10,300,000 preferred shares, no par value per share, of which 250,000 shares
will be designated "7% Cumulative Convertible Preferred Stock, Series A,"
stated value $100.00 per share, liquidation preference $400.00 per share
(previously defined herein as the "Boatmen's Series A Preferred Stock"),
35,045 shares are designated "7% Cumulative Redeemable Preferred Stock,
Series B," $100.00 stated value per share (the "Boatmen's Series B Preferred
Stock"), and 2,000,000 shares are designated "Junior Participating Preferred
Stock, Series C," $1.00 stated value per share (the "Boatmen's Series C
Preferred Stock").
As of December 31, 1995, 129,447,988 shares of Boatmen's Common
were issued and outstanding, no shares of Boatmen's Series A Preferred Stock
were issued and outstanding, 9,609 shares of Boatmen's Series B Preferred
Stock were issued and outstanding, and 2,000,000 shares of Boatmen's Series C
Preferred Stock were reserved for issuance with no shares outstanding.
With respect to the remaining authorized but unissued preferred
shares, Boatmen's Restated Articles of Incorporation provide that its Board
of Directors may, by resolution, cause such preferred shares to be issued
from time to time, in series, and fix the powers, designations, preferences
and relative, participating, optional and other rights, and qualifications,
limitations and restrictions of such shares.
The following is a brief description of the terms of Boatmen's
Common, Boatmen's Series A Preferred Stock and Boatmen's Series B Preferred
Stock. For a discussion of the terms of Boatmen's Series C Preferred Stock,
see "COMPARISON OF SHAREHOLDER RIGHTS -- Shareholder Rights Plan."
BOATMEN'S COMMON
Dividend Rights. The holders of Boatmen's Common are entitled to
---------------
share ratably in dividends when, as and if declared by the Board of Directors
of Boatmen's from funds legally available therefor, after full cumulative
dividends have been paid, or declared and funds sufficient for the payment
thereof set apart, on all shares of Boatmen's Series A Preferred Stock and
Boatmen's Series B Preferred Stock, and any other class or series of
preferred stock ranking superior as to dividends to Boatmen's Common. The
ability of the subsidiary banks of Boatmen's to pay cash dividends, which are
expected to be Boatmen's principal source of income, is restricted by
applicable banking laws.
Voting Rights. Each holder of Boatmen's Common has one vote for
-------------
each share held on matters presented for consideration by the shareholders,
except that, in the election of directors, such shareholders have cumulative
voting rights, which entitle each such shareholder to the number of votes
that equals the number of shares held by the shareholder multiplied by the
number of directors to be elected. All such cumulative votes may be cast for
one candidate for election as a director or may be distributed among two or
more candidates.
Classification of Board of Directors. The Board of Directors of
------------------------------------
Boatmen's is divided into three classes, and the directors are elected by
classes to three-year terms, so that approximately one-third of
40
<PAGE> 48
the directors of Boatmen's will be elected at each annual meeting of the
shareholders. Although it promotes stability and continuity of the Board of
Directors, classification of the Board of Directors may have the effect of
decreasing the number of directors that could otherwise be elected by anyone
who obtains a controlling interest in Boatmen's Common and thereby could
impede a change in control of Boatmen's. Because fewer directors will be
elected at each annual meeting, such classification also will reduce the
effectiveness of cumulative voting as a means of establishing or increasing
minority representation on the Board of Directors.
Preemptive Rights. The holders of Boatmen's Common have no
-----------------
preemptive right to acquire any additional unissued shares or treasury shares
of Boatmen's Common.
Liquidation Rights. In the event of liquidation, dissolution or
------------------
winding up of Boatmen's, whether voluntary or involuntary, the holders of
Boatmen's Common will be entitled to share ratably in any of its assets or
funds that are available for distribution to its shareholders after the
satisfaction of its liabilities (or after adequate provision is made
therefor) and after preferences on any outstanding preferred stock.
Assessment and Redemption. Shares of Boatmen's Common will be,
-------------------------
when issued, fully paid and non-assessable. Except with respect to the
attached preferred share purchase rights, such shares of Boatmen's Common do
not have any redemption provisions. See "COMPARISON OF SHAREHOLDER RIGHTS --
Shareholder Rights Plan."
BOATMEN'S SERIES A PREFERRED STOCK
In connection with Boatmen's pending acquisition of Fourth
Financial, Boatmen's held a special meeting of its shareholders on
December 12, 1995, at which meeting the shareholders of Boatmen's approved a
proposal to, among other things, issue Boatmen's Series A Preferred Stock to
holders of the Class A 7% Cumulative Convertible Preferred Stock of Fourth
Financial pursuant to the terms of the Fourth Financial Agreement. See "THE
PARTIES -- Boatmen's -- Recent and Pending Acquisitions." The shares of
Boatmen's Series A Preferred Stock to be issued upon consummation of the
acquisition of Fourth Financial will rank prior to the Boatmen's Series B
Preferred as to dividends and upon liquidation.
Dividend Rights. Holders of shares of Boatmen's Series A
---------------
Preferred Stock will be entitled to receive, when and as declared by the
Board of Directors of Boatmen's, out of funds legally available for such
purpose, cumulative cash dividends at an annual dividend rate per share of 7%
of the liquidation preference, payable quarterly. Dividends on Boatmen's
Series A Preferred Stock are cumulative and no cash dividends can be declared
or paid on any shares of Boatmen's Common or preferred stock ranking junior
to Boatmen's Series A Preferred Stock unless full cumulative dividends on
Boatmen's Series A Preferred Stock (and any preferred stock on parity with
the Boatmen's Series A Preferred Stock) have been paid, or declared and funds
sufficient for the payment thereof set apart.
Conversion Rights. Shares of Boatmen's Series A Preferred Stock
-----------------
will be convertible at any time at the option of the holder into shares of
Boatmen's Common at a conversion price of $29 per share of Boatmen's Common,
with Boatmen's Series A Preferred Stock being valued at its liquidation
preference, subject to adjustment upon certain events, including a Share
Adjustment and the issuance to holders of Boatmen's Common generally of
rights or warrants to subscribe for Boatmen's Common at less than the then
current market price.
41
<PAGE> 49
Liquidation Rights. In the event of the dissolution, liquidation
------------------
or winding up of Boatmen's, the holders of Boatmen's Series A Preferred Stock
will be entitled to receive, before any distribution on shares of Boatmen's
Common or any other class of stock ranking junior to Boatmen's Series A
Preferred Stock, liquidating dividends of $400.00 per share plus accumulated
dividends. If, upon such dissolution, liquidation or winding up of
Boatmen's, the amounts payable with respect to the Boatmen's Series A
Preferred Stock and any other shares of stock of Boatmen's ranking as to any
such distribution on parity with Boatmen's Series A Preferred Stock are not
paid in full, the holders of the Boatmen's Series A Preferred Stock and of
such other shares will share ratably in any such distribution of assets of
Boatmen's.
Redemption. Shares of Boatmen's Series A Preferred Stock will not
----------
be redeemable prior to March 1, 1997. Thereafter, Boatmen's Series A
Preferred Stock will be redeemable at the option of Boatmen's, in whole or in
part, at the redemption price of $400.00 per share plus accumulated
dividends. If any dividends on the Boatmen's Series A Preferred Stock are in
arrears, no shares of Boatmen's Series A Preferred Stock may be redeemed
unless all such outstanding shares are simultaneously redeemed.
Voting Rights. Unless required by applicable law or by Boatmen's
-------------
Restated Articles of Incorporation, holders of Boatmen's Series A Preferred
Stock will not be entitled to vote on any matter and will not be entitled to
notice of any meeting of the shareholders of Boatmen's. If, however,
Boatmen's falls in arrears in the payment of dividends on the Boatmen's
Series A Preferred Stock in an aggregate amount at least equal to full
accrued dividends for six quarterly dividend periods, the number of directors
of Boatmen's will be increased by two and the holders of the Boatmen's Series
A Preferred Stock (and all classes of preferred stock ranking on parity
thereto), voting separately as a class, will have the exclusive right to
elect two directors to fill the positions so created. Such voting right will
continue annually until all dividends in arrears have been paid in full or
declared or set aside for payment. Thereafter, the terms of the directors so
elected will terminate.
BOATMEN'S SERIES B PREFERRED STOCK
Dividend Rights. Holders of shares of Boatmen's Series B
---------------
Preferred Stock will be entitled to receive, when and as declared by the
Board of Directors, 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, payable quarterly. Dividends on Boatmen's Series B
Preferred Stock are cumulative and no cash dividends can be declared or paid
on any shares of Boatmen's Common unless full cumulative dividends on
Boatmen's Series B Preferred Stock have been paid, or declared and funds
sufficient for the payment thereof set apart.
Liquidation Rights. In the event of the dissolution, liquidation
------------------
or winding up of Boatmen's, the holders of Boatmen's Series B Preferred Stock
will be entitled to receive, after payment of the full liquidation preference
on shares of any class or series of preferred stock ranking superior to
Boatmen's Series B Preferred Stock (if any such shares are then outstanding)
but before any distribution on shares of Boatmen's Common, liquidating
dividends of $100.00 per share plus accumulated dividends.
Redemption. Shares of Boatmen's Series B Preferred Stock are
----------
redeemable, in whole or in part, at the option of the holders thereof, at the
redemption price of $100.00 per share plus accumulated dividends, provided,
that (i) full cumulative dividends have been paid, or declared and funds
sufficient
42
<PAGE> 50
for payment set apart, upon any class or series of preferred stock ranking
superior to Boatmen's Series B Preferred Stock; and (ii) Boatmen's is not then
in default or arrears with respect to any sinking or analogous fund or call
for tenders obligation or agreement for the purchase or any class or series of
preferred stock ranking superior to Boatmen's Series B Preferred Stock.
Voting Rights. Each share of Boatmen's Series B Preferred Stock
-------------
has equal voting rights, share for share, with each share of Boatmen's
Common.
Superior Stock. Boatmen's may, without the consent of holders of
--------------
Boatmen's Series B Preferred Stock, issue preferred stock with superior or
equal rights or preferences.
COMPARISON OF SHAREHOLDER RIGHTS
The rights of holders of shares of Boatmen's Common are governed
by The General and Business Corporation Law of Missouri (the "Missouri
Corporate Law"), the state of Boatmen's incorporation, and by Boatmen's
Restated Articles of Incorporation, Bylaws and other corporate documents.
The rights of holders of shares of Tom Green National Common are governed by
the National Bank Act and by Tom Green National's Articles of Association,
Bylaws and other corporate documents. The rights of holders of shares of Tom
Green National Common differ in certain respects from the rights that they
would have as shareholders of Boatmen's. A summary of the material
differences between the respective rights of holders of Tom Green National
Common and Boatmen's Common is set forth herein.
SHAREHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS
Business Combinations. The Missouri Corporate Law provides that
---------------------
unless a corporation's articles of incorporation or bylaws provide otherwise,
certain business combinations including mergers require the approval of the
holders of at least two-thirds of the outstanding shares entitled to vote on
the subject transaction.
The Restated Articles of Incorporation of Boatmen's provide that,
in addition to any affirmative vote required by law, any "Business
Combination" (as defined herein) will require the affirmative vote of the
holders of not less than 80% of Boatmen's Common. Notwithstanding the
foregoing, however, Boatmen's Restated Articles of Incorporation also provide
that any such Business Combination may be approved by the affirmative vote of
shareholders as required by law if it has been approved by 75% of the entire
Board of Directors of Boatmen's. The term "Business Combination" means:
(i) any merger or consolidation of Boatmen's or any subsidiary of Boatmen's
with (a) any individual or entity who, together with certain affiliates or
associates, owns greater than 5% of Boatmen's Common (a "Substantial
Shareholder") or (b) any other corporation that, 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
Boatmen's or any of its subsidiaries; (iii) the adoption of any plan or
proposal for the liquidation of Boatmen's by or on behalf of a Substantial
Shareholder; or (iv) any transaction involving Boatmen's or any of its
subsidiaries, if the transaction would have the effect, directly or
indirectly, of increasing the proportionate share of the outstanding shares
of any class of equity or convertible securities of Boatmen's of which a
Substantial Shareholder is the beneficial owner.
43
<PAGE> 51
The National Bank Act provides that certain business combinations
involving a national banking association, including a consolidation or merger
where the resulting entity operates under the charter of a national banking
association (e.g., the Merger) require: (i) approval of the O.C.C.;
(ii) approval of a majority of the national banking association's board of
directors; and (iii) ratification and confirmation by the affirmative vote of
shareholders of the national banking association owning at least two-thirds
of the outstanding capital stock of the national banking association.
Because of the differences between the Missouri Corporate Law and
the National Bank Act, it may be more difficult for Boatmen's shareholders to
cast sufficient votes to approve certain business combinations than it is for
shareholders of Tom Green National.
Removal of Directors. The Missouri Corporate Law provides that,
--------------------
unless otherwise provided in a corporation's articles of incorporation or
bylaws, one or more directors or the entire board of directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote in an election of the directors. Directors may
be removed only at a meeting called expressly for that purpose. If a
corporation's articles of incorporation or bylaws provide for cumulative
voting in the election of directors and if less than the entire board is to
be removed, no one of the directors may be removed if the votes cast against
his removal would be sufficient to elect him if then cumulatively voted at an
election of the entire board of directors or, if there are classes of
directors, at an election of the class of directors of which he or she is a
part. Whenever the holders of the shares of any class are entitled to elect
one or more directors by the provisions of the articles of incorporation, any
references to a vote of the holders of outstanding shares are to outstanding
shares of that class and not to the vote of the outstanding shares as a
whole. Any director of a corporation may be removed for cause by an action
of a majority of the entire board of directors if the director fails to meet
the qualifications stated in the corporation's articles of incorporation or
bylaws for election as a director or is in breach of any agreement between
such director and the corporation relating to such director's services as a
director or employee of the corporation. Notice of the proposed removal by
the directors must be given to all directors of a corporation prior to action
thereon.
The Restated Articles of Incorporation of Boatmen's provide that,
at a meeting called expressly for that purpose, a director or the entire
Board of Directors may be removed without cause only upon the affirmative
vote of the holders of not less than 80% of the shares entitled to vote
generally in an election of directors. Notwithstanding the foregoing,
however, if less than the entire Board of Directors is to be removed without
cause, no one of the directors may be removed if the votes cast against his
removal would be sufficient to elect him or her if then cumulatively voted at
an election of the class of directors of which he or she is a part. At a
meeting called expressly for that purpose, a director 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 or her election.
The National Bank Act provides that a director of a national
banking association shall hold office for one year, and until his or her
successor is elected and has qualified. The one-year service requirement
does not, however, prohibit resignation or removal for cause of a director
within the year for which the director was appointed. A director of a
national banking association must be removed, unless consent to remain a
director is obtained from the F.D.I.C., if the director is convicted of any
criminal offense involving dishonesty or a breach of trust. In addition, the
O.C.C. may remove a director if the director, directly or indirectly,
violates certain banking laws or regulations. Neither Tom Green National's
Articles of Association nor Bylaws address the ability of shareholders to
remove a director from the Board of Directors of Tom Green National.
44
<PAGE> 52
Because the Articles of Association and Bylaws of Tom Green
National do not address the ability of a shareholder of Tom Green National to
remove a director, either with or without cause, it may be easier for a
shareholder of Boatmen's to remove a director.
Amendments to Articles of Incorporation. Under the Missouri
---------------------------------------
Corporate Law, a corporation may amend its articles of incorporation upon
receiving the affirmative vote of the holders of a majority of its voting
shares and the affirmative vote of the holders of a majority of the
outstanding shares of each class entitled to vote thereon as a class;
provided, however, that if the corporation's articles of incorporation or
bylaws provide for cumulative voting in the election of directors, the number
of directors of the corporation may not be decreased to less than three by
amendment to the corporation's articles of incorporation when the number of
shares voting against the proposal for decrease would be sufficient to elect
a director if the shares were voted cumulatively at an election of three
directors; and provided, further, that a proposed amendment which provides
that Section 351.407 of the Missouri Corporate Law does not apply to "control
share acquisitions" of shares of a corporation requires the affirmative vote
of the holders of two-thirds of such corporation's voting shares. See
"COMPARISON OF SHAREHOLDER RIGHTS -- Takeover Statutes."
Article XII of the Restated Articles of Incorporation of Boatmen's
provides that Boatmen's may amend, alter, change or repeal provisions of its
Restated Articles of Incorporation in the manner provided by law, with the
exception, however, of amendments to those provisions of the Restated
Articles of Incorporation relating to the classification and number of
directors, the approval of Business Combinations (which provision is
described above under "COMPARISON OF SHAREHOLDER RIGHTS -- Shareholder Vote
Required for Certain Transactions -- Business Combinations"), and the
aforementioned exceptions set forth in Article XII, which require the
affirmative vote of the holders of 80% of Boatmen's Common then entitled to
vote at a meeting of shareholders called for that purpose.
The National Bank Act provides that, unless a national banking
association's articles of association provide otherwise, a national banking
association may amend its articles of association upon receiving the
approving vote of the holders of a majority of the voting shares of stock of
the national banking association obtained at a meeting of the stockholders.
The Articles of Association of Tom Green National require the affirmative
vote of shareholders owning at least a majority of the shares of Tom Green
National Common that are entitled to vote on the proposed amendment in order
to amend the Articles of Association, unless the vote of the holders of a
greater amount of stock is required by law.
The Missouri Corporate Law and provisions of Boatmen's Restated
Articles of Incorporation make it more difficult for the shareholders of
Boatmen's to amend the Restated Articles of Incorporation than it is for the
shareholders of Tom Green National to amend its Articles of Association.
VOTING RIGHTS
Under the Missouri Corporate Law, unless otherwise provided in the
articles of incorporation, each outstanding share is entitled to one vote on
each matter submitted to a vote at a meeting of the shareholders. However,
the Missouri Corporate Law provides that, unless the articles of
incorporation provide otherwise, each shareholder is entitled to cumulative
voting when electing directors, which means that each shareholder has the
right to cast as many votes in the aggregate equal to the number of votes
held by such person multiplied by the number of directors to be elected at
the election, and the person may cast the whole number of votes for one
candidate or distribute them in any manner he or she desires.
45
<PAGE> 53
Boatmen's Bylaws provide that at all meetings of the shareholders,
unless otherwise provided in the Bylaws or Articles of Incorporation, each
share is entitled to one vote on each matter submitted to a vote, but no
share belonging to or hypothecated to Boatmen's shall be voted. Additionally,
Boatmen's Bylaws provide for cumulative voting with regard to the election of
directors.
The National Bank Act provides that shareholders of a national
banking association shall be entitled to one vote on each share of stock
held, except that: (i) the voting rights of holders of preferred stock, as
defined in a national banking association's articles of association, shall
not be subject to the one-vote rule (Tom Green National has no authorized
preferred stock); (ii) in all elections of directors, each shareholder of a
national banking association shall have the right to vote the number of
shares owned by him or her for as many director candidates as there are
directors to be elected, or to cumulate such shares and give one director
candidate as many votes as equals the number of directors multiplied by the
number of his or her shares, or to distribute such cumulative votes among as
many director candidates as he or she may decide; (iii) in the election of
directors, shares of its own stock held by a national banking association as
sole trustee, whether registered in the national banking association's own
name as such trustee or in the name of its nominee, shall not be voted by the
registered owner unless under the terms of the trust the manner in which such
shares shall be voted may be determined by a donor or beneficiary of the
trust and unless such donor or beneficiary actually directs how such shares
shall be voted; and (iv) shares of its own stock held by a national banking
association and one or more persons as trustees may be voted by such other
person or persons, as trustees, in the same manner as if he, she or they were
the sole trustee.
The rights of shareholders of Boatmen's and those of Tom Green
National are not materially different in these respects.
SPECIAL MEETINGS OF SHAREHOLDERS; SHAREHOLDER ACTION BY WRITTEN CONSENT
The Missouri Corporate Law provides that special meetings of the
shareholders may be called by the board of directors of the corporation or by
any other persons authorized by the articles of incorporation or bylaws of
the corporation. The Bylaws of Boatmen's provide that a special meeting of
shareholders may be called by the Chairman of the Board or the President or
by resolution of Boatmen's Board of Directors whenever deemed necessary. The
business transacted at any such special meeting will be confined to the
purpose or purposes specified in the notice therefor and the matters germane
thereto.
The Missouri Corporate Law provides that any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting if a consent, in writing, setting forth the action taken is signed by
the holders of all of the shares entitled to vote on the subject matter.
Tom Green National's Articles of Association authorize Tom Green
National's Board of Directors or any three or more shareholders of Tom Green
National owning, in the aggregate, not less than 25% of the shares of Tom
Green National Common to call a special meeting of shareholders. Neither the
National Bank Act nor Tom Green National's Articles of Association
specifically authorize shareholder action by unanimous written consent of the
shareholders.
Because of the differences between Boatmen's Bylaws and Tom Green
National's Articles of Association, it is more difficult for shareholders of
Boatmen's to call a special meeting than it is for shareholders of Tom Green
National.
46
<PAGE> 54
NOTICE OF SHAREHOLDER NOMINATIONS OF DIRECTORS
The Missouri Corporate Law does not contain any specific
provisions regarding notice of shareholders' nominations of directors.
The Bylaws of Boatmen's provide that a shareholder may nominate a
person for director only if he or she delivers notice of such nomination to
the Secretary of Boatmen's, accompanied or promptly followed by such
supporting information as the Secretary shall reasonably request, not less
than 75 days prior to the date of any annual meeting or more than seven days
after the mailing of notice of any special meeting.
Tom Green National's articles of association provide that a
shareholder may nominate a director if the shareholder delivers or mails a
written nomination to the President of Tom Green National not less than 21
days and not more than 50 days prior to the date of any shareholders' meeting
called for the purpose of the election of directors, provided, however, if
less than 21 days notice of the shareholders' meeting is given to
shareholders, such written director nomination must be delivered or mailed to
the President of Tom Green National not later than the close of business on
the seventh day following the date on which the notice of the shareholders'
meeting was mailed. The above requirements for a shareholder to nominate a
director do not apply to shareholder nominations made by or on behalf of the
then existing management of Tom Green National. The chairperson of the
shareholders' meeting may, in his or her discretion, disregard any
shareholder nominations that fail to comply with the above requirements.
The rights of shareholders of Boatmen's and those of Tom Green
National are not materially different in these respects.
SHAREHOLDER PROPOSAL PROCEDURES
The Missouri Corporate Law does not contain any specific
provisions regarding notice of shareholders' proposals.
Boatmen's Bylaws provide that in order for any business to be
transacted at any meeting of the shareholders, other than business proposed
by or at the direction of the Board of Directors, notice thereof must be
received from the proposing shareholder by the Secretary of Boatmen's,
accompanied or promptly followed by such supporting information as the
Secretary of Boatmen's shall reasonably request, not less than 75 days prior
to the date of any annual meeting or more than seven days after the mailing
of notice of any special meeting.
The National Bank Act does not mandate the procedures that
shareholders of a national banking association must follow in order to
propose business to be transacted at a regular or special shareholders'
meeting. The Articles of Association and Bylaws of Tom Green National do not
provide procedures that shareholders of Tom Green National must follow in
order to propose business to be transacted at a regular or special
shareholders' meeting.
47
<PAGE> 55
The provisions of the Bylaws of Boatmen's make it more difficult
for the shareholders of Boatmen's than for those of Tom Green National to
present proposals for business to be transacted at their meetings.
SHAREHOLDER RIGHTS PLAN
Boatmen's has adopted a shareholder rights plan pursuant to which
holders of a share of Boatmen's Common also hold one preferred share purchase
right which may be exercised upon the occurrence of certain "triggering
events" specified in the Boatmen's Rights Agreement (defined herein).
Shareholder rights plans such as Boatmen's plan are intended to encourage
potential hostile acquirors of a "target" corporation to negotiate with the
board of directors of the target corporation in order to avoid occurrence of
the "triggering events" specified in such plans. Shareholder rights plans
are intended to give the directors of a target corporation the opportunity to
assess the fairness and appropriateness of a proposed transaction in order to
determine whether or not it is in the best interests of the corporation and
its shareholders. Notwithstanding these purposes and intentions of
shareholder rights plans, such plans, including that of Boatmen's, could have
the effect of discouraging a business combination which shareholders believe
to be in their best interests.
On August 14, 1990, the Board of Directors of Boatmen's declared a
dividend, payable on August 31, 1990 (the "Boatmen's Record Date"), of one
Preferred Share Purchase Right (a "Boatmen's Right") for each outstanding
share of Boatmen's Common. Each Boatmen's Right entitles the registered
holder to purchase from Boatmen's one one-hundredth share of Boatmen's
Series C Preferred Stock at a price of $110.00 (the "Boatmen's Purchase
Price"), subject to adjustment. The description and terms of the Boatmen's
Rights are set forth in a Rights Agreement (the "Boatmen's Rights Agreement")
between Boatmen's and Boatmen's Trust Company as Rights Agent (the "Rights
Agent"), and the following description is qualified in its entirety by the
Boatmen's Rights Agreement.
Until the earlier to occur of (i) ten days following a public
announcement that a person or group of affiliated or associated persons (a
"Boatmen's Acquiring Person") has acquired beneficial ownership of 20% or
more of the outstanding shares of Boatmen's Common; or (ii) ten business days
(or such later date as may be determined by action of the Board of Directors
prior to such time as any person becomes a Boatmen's Acquiring Person)
following the commencement of, or announcement of an intention to make, a
tender or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of such outstanding
shares of Boatmen's Common (the earlier of such dates being called the
"Boatmen's Distribution Date"), the Boatmen's Rights will be evidenced, with
respect to any of the Boatmen's Common share certificates outstanding as of
the Boatmen's Record Date, by such Boatmen's Common share certificates, with
a copy of a Summary of Rights attached thereto.
The Boatmen's Rights Agreement provides that until the Boatmen's
Distribution Date (or earlier redemption or expiration of the Boatmen's
Rights), the Boatmen's Rights will be transferred only with shares of
Boatmen's Common. New Boatmen's Common share certificates issued after the
Boatmen's Record Date, upon transfer or new issuance of Boatmen's Common,
including issuance of shares pursuant to the Merger, will contain a notation
incorporating the Boatmen's Rights Agreement by reference, and the surrender
for transfer of any certificates for Boatmen's Common outstanding as of the
Boatmen's Record Date, even without such notation or a copy of the Summary of
Rights being attached thereto, will also constitute the transfer of the
Boatmen's Rights associated with the Boatmen's Common shares represented
by such certificate. As soon as practicable following the Boatmen's
Distribution Date,
48
<PAGE> 56
separate certificates evidencing the Boatmen's Rights (the "Boatmen's Right
Certificates") will be mailed to holders of record of Boatmen's Common as of
the close of business on the Boatmen's Distribution Date and such separate
Boatmen's Right Certificates alone will evidence the Boatmen's Rights.
The Boatmen's Rights are not exercisable until the Boatmen's
Distribution Date. The Boatmen's Rights will expire on August 14, 2000 (the
"Final Expiration Date"), unless the Final Expiration Date is extended or
unless the Boatmen's Rights are earlier redeemed by Boatmen's, in each case
as described herein.
The Boatmen's Purchase Price payable, and the number of shares of
Boatmen's Series C Preferred Stock or other securities or property issuable,
upon exercise of the Boatmen's Rights are subject to adjustment from time to
time upon the occurrence of certain events in order to prevent dilution. In
addition, the number of outstanding Boatmen's Rights and the number of one
one-hundredths of a share of Boatmen's Series C Preferred Stock issuable upon
exercise of each Boatmen's Right are also subject to adjustment in the event
of a stock split of Boatmen's Common or a stock dividend on Boatmen's Common
payable in shares of Boatmen's Common or subdivisions, consolidations or
combinations of shares of Boatmen's Common occurring, in any such case, prior
to the Boatmen's Distribution Date.
Boatmen's Series C Preferred Stock purchasable upon exercise of
the Boatmen's Rights will not be redeemable. Each share of Boatmen's
Series C Preferred Stock will be entitled to a minimum preferential quarterly
dividend payment of $1.00 per share and will be entitled to an aggregate
dividend of 100 times the dividend declared on each share of Boatmen's
Common. In the event of liquidation, the holders of the Boatmen's Series C
Preferred Stock will be entitled to a minimum preferential liquidation
payment of $100 per share and will be entitled to an aggregate payment of 100
times the payment made on each share of Boatmen's Common. Each share of
Boatmen's Series C Preferred Stock will have 100 votes, voting together with
the Boatmen's Common shares. Finally, in the event of any merger,
consolidation or other transaction in which shares of Boatmen's Common are
exchanged, each share of Boatmen's Series C Preferred Stock will be entitled
to receive 100 times the amount received on each share of Boatmen's Common.
The Boatmen's Rights are protected by customary anti-dilution provisions.
Because of the nature of the Boatmen's Series C Preferred Stock's
dividend, liquidation and voting rights, the value of the one one-hundredth
interest in a share of Boatmen's Series C Preferred Stock purchasable upon
exercise of each Boatmen's Right should approximate the value of one
Boatmen's Common share.
In the event that Boatmen's is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold, proper provision will be made so that each holder of
a Boatmen's Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Boatmen's Right,
that number of shares of common stock of the acquiring company which at the
time of such transaction will have a market value of two times the exercise
price of the Boatmen's Right. In the event that (i) any person or group of
affiliated or associated persons becomes the beneficial owner of 20% or more
of the outstanding shares of Boatmen's Common (unless such person first
acquires 20% or more of the outstanding shares of Boatmen's Common by a
purchase pursuant to a tender offer for all of the Boatmen's Common for cash,
which purchase increases such person's beneficial ownership to 80% or more of
the outstanding Boatmen's Common); or (ii) during such time as there is a
Boatmen's Acquiring Person, there shall be a reclassification of securities
or a recapitalization or reorganization of Boatmen's or other transaction or
series of transactions
49
<PAGE> 57
involving Boatmen's which has the effect of increasing by more than 1% the
proportionate share of the outstanding shares of any class of equity
securities of Boatmen's or any of its subsidiaries beneficially owned by the
Boatmen's Acquiring Person, proper provision will be made so that each holder
of a Boatmen's Right, other than Boatmen's Rights beneficially owned by the
Boatmen's Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of shares of Boatmen's
Common having a market value of two times the exercise price of the Boatmen's
Right.
At any time after the acquisition by a Boatmen's Acquiring Person
of beneficial ownership of 20% or more of the outstanding shares of Boatmen's
Common, and prior to the acquisition by such Boatmen's Acquiring Person of
50% or more of the outstanding shares of Boatmen's Common, the Board of
Directors of Boatmen's may exchange the Boatmen's Rights (other than
Boatmen's Rights owned by such person or group which have become void), in
whole or in part, at an exchange ratio of one share of Boatmen's Common per
Boatmen's Right (subject to adjustment).
With certain exceptions, no adjustment in the Boatmen's Purchase
Price will be required until cumulative adjustments require an adjustment of
at least 1% of the Boatmen's Purchase Price. No fractional shares of
Boatmen's Series C Preferred Stock will be issued (other than fractions that
are integral multiples of one one-hundredth of a share of Boatmen's Series C
Preferred Stock and that may, at the election of Boatmen's, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the shares of Boatmen's Common on the last
trading day prior to the date of exercise.
At any time prior to the acquisition by a Boatmen's Acquiring
Person of beneficial ownership of 20% or more of the outstanding shares of
Boatmen's Common, the Board of Directors of Boatmen's may redeem the
Boatmen's Rights in whole, but not in part, at a price of $0.01 per Boatmen's
Right (the "Boatmen's Redemption Price"). The redemption of the rights may
be made effective at such time, on such basis, and with such conditions as
the Board of Directors of Boatmen's in its sole discretion may establish.
In addition, if a bidder who does not beneficially own more than
1% of the shares of Boatmen's Common and all other voting shares of Boatmen's
(together the "Voting Shares") (and who has not within the past year owned in
excess of 1% of the Voting Shares and, at a time he held a greater than 1%
stake, disclosed, or caused the disclosure of, an intention which relates to
or would result in the acquisition or influence of control of Boatmen's)
proposes to acquire all of the Voting Shares for cash at a price which a
nationally recognized investment banker selected by such bidder states in
writing is fair, and such bidder has obtained written financing commitments
(or otherwise has financing) and complies with certain procedural
requirements, then Boatmen's, upon the request of the bidder, will hold a
special shareholders meeting to vote on a resolution requesting the Board of
Directors of Boatmen's to accept the bidder's proposal. If a majority of the
outstanding shares entitled to vote on the proposal vote in favor of such
resolution, then for a period of 60 days after such meeting the Boatmen's
Rights will be automatically redeemed at the Boatmen's Redemption Price
immediately prior to the consummation of any tender offer for all of such
shares at a price per share in cash equal to or greater than the price
offered by such bidder; provided, however, that no redemption will be
permitted or required after the acquisition by any person or group of
affiliated or associated persons of beneficial ownership of 20% or more of
the outstanding shares of Boatmen's Common. Immediately upon any redemption
of the Boatmen's Rights, the right to exercise the Boatmen's Rights will
terminate and the only right of the holders of Boatmen's Rights will be to
receive the Boatmen's Redemption Price.
50
<PAGE> 58
The terms of the Boatmen's Rights may be amended by the Board of
Directors of Boatmen's without the consent of the holders of the Boatmen's
Rights, including an amendment to lower certain thresholds described herein
to not less than the greater of (i) any percentage greater than the largest
percentage of the outstanding shares of Boatmen's Common then known to
Boatmen's to be beneficially owned by any person or group of affiliated or
associated persons; or (ii) 10%, except that from and after such time as any
person becomes a Boatmen's Acquiring Person no such amendment may adversely
affect the interests of the holders of the Boatmen's Rights.
Until a Boatmen's Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of Boatmen's, including, without
limitation, the right to vote or to receive dividends.
Tom Green National does not have a shareholder rights plan. The
existence of the Boatmen's Rights Agreement makes it more difficult in
Boatmen's case than in the case of Tom Green National for a potential
acquiror to effect a business combination that has not been negotiated with
the Board of Directors of Boatmen's.
DISSENTERS' RIGHTS
Under the Missouri Corporate Law, a shareholder of a corporation
is entitled to receive payment for the fair value of his or her shares if
such shareholder dissents from a sale or exchange of substantially all of the
property and assets of the corporation or a merger or consolidation to which
such corporation is a party. A shareholder is also entitled to receive
payment for the fair value of his or her shares if such shareholder dissents
from according voting rights to "control shares" in a control share
acquisition, as further described herein. Because Boatmen's is not merging
directly with Tom Green National, Boatmen's shareholders will not be entitled
to assert such rights in connection with the Merger.
The rights of shareholders of Tom Green National with respect to
the Merger, including specifically any shareholders of Tom Green National who
dissent from the Merger Agreement, are governed by the National Bank Act,
which provides that a shareholder of Tom Green National will be entitled to
receive the appraised value of his or her shares of Tom Green National Common
held as of the Effective Time if such shareholder: (i) votes against the
Merger Agreement at the Special Meeting or gives written notice at or prior
to such Special Meeting to the presiding officer that he or she dissents from
the Merger Agreement; (ii) delivers to Boatmen's-Amarillo a written request
to receive payment for his or her shares of Tom Green National Common at any
time before 30 days after the date of consummation of the Merger; and
(iii) surrenders his or her certificates representing shares of Tom Green
National Common to Boatmen's-Amarillo with the written request to receive
payment. See "THE MERGER -- Dissenters' Rights" and Appendix B attached
hereto.
The rights of shareholders of Boatmen's and those of Tom Green
National are not materially different in these respects.
TAKEOVER STATUTES
The Missouri Corporate Law contains provisions regulating a broad
range of business combinations, such as a merger or consolidation, between a
Missouri corporation which is a "resident domestic corporation," as defined
in the statute with shares of its stock registered under the federal
51
<PAGE> 59
securities laws or that makes an election by appropriate provisions in its
articles of incorporation to be subject to the provisions of this statute,
and an "interested shareholder" (which is defined as any owner of 20% or more
of the corporation's stock) for five years after the date on which such
shareholder became an interested shareholder, unless, among other things, the
stock acquisition which caused the person to become an interested shareholder
was approved in advance by the corporation's board of directors. This so-
called "five year freeze" provision is effective even if all the parties
should subsequently decide that they wish to engage in a business
combination. The Missouri Corporate Law also contains a "control share
acquisition" provision which effectively denies voting rights to shares of a
Missouri corporation acquired in control share acquisitions unless a
resolution granting such voting rights is approved at a meeting of
shareholders by affirmative majority vote of (i) all outstanding shares
entitled to vote at such meeting voting by class if required by the terms of
such shares; and (ii) all outstanding shares entitled to vote at such meeting
voting by class if required by the terms of such shares, excluding all
interested shares. A control share acquisition is one by which a purchasing
shareholder acquires more than one-fifth, one-third, or a majority, under
various circumstances, of the voting power of the stock of an "issuing public
corporation." An "issuing public corporation" is a Missouri corporation
with: (i) one hundred or more shareholders; (ii) its principal place of
business, principal office or substantial assets in Missouri; and
(iii) either (a) more than 10% of its shareholders resident in Missouri,
(b) more than 10% of its shares owned by Missouri residents, or (c) 10,000
shareholders resident in Missouri. Boatmen's meets the statutory definition
of an "issuing public corporation." Finally, if a control share acquisition
should be made of a majority or more of the corporation's voting stock, and
those shares are granted full voting rights, shareholders are granted
dissenters' rights.
The National Bank Act provides that certain business combinations
involving a national banking association, including a consolidation or merger
where the resulting entity operates under the charter of a national banking
association (e.g., the Merger), require: (i) approval of the O.C.C.;
(ii) approval of a majority of the national banking association's board of
directors; and (iii) ratification and confirmation by the affirmative vote of
shareholders of the national banking association owning at least two-thirds
of the outstanding capital stock of the national banking association.
The National Bank Act does not specifically restrict business
combinations with an "interested shareholder," nor does the National Bank Act
contain a "control share acquisition" provision. The Articles of Association
and Bylaws of Tom Green National do not restrict business combinations with
"interested shareholders," nor do they contain a "control share acquisition"
provision.
Because of the differences between the Missouri Corporate Law and
the National Bank Act, it is more difficult to effect an unsolicited business
combination with Boatmen's than it is to effect an unsolicited business
combination with Tom Green National.
LIABILITY OF DIRECTORS; INDEMNIFICATION
Pursuant to the Missouri Corporate Law and the National Bank Act,
each entity may indemnify certain officers and directors in connection with
liabilities arising from legal proceedings resulting from such persons'
service to the entity in certain circumstances. The Articles of
Incorporation and Bylaws of Boatmen's and Articles of Association and Bylaws
of Tom Green National obligate each organization to indemnify certain
directors and officers. Each of Boatmen's and Tom Green National may also
voluntarily undertake to indemnify certain persons acting on the entity's
behalf in certain circumstances.
52
<PAGE> 60
Section 351.355(1) and (2) of the Missouri Corporate Law 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 or she 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 or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she
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 or her 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 or her 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 of the Missouri Corporate Law 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 or she shall be
indemnified against expenses, including attorney's fees, actually and
reasonably incurred in connection with such action, suit or proceeding.
Section 351.355 also provides that a Missouri corporation may provide
additional indemnification to any person indemnifiable under subsection (1)
or (2) thereof, 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.
The Restated Articles of Incorporation of Boatmen's provide that it 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 Boatmen's 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
wilful misconduct, and that it may extend to other officers, employees and
agents such indemnification and additional indemnification.
A Missouri corporation also has the power to purchase and maintain
insurance on behalf of any person against any liability asserted against such
a person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under the provisions of
the Missouri Corporate Law.
A national banking association may provide in its articles of
association for the indemnification of directors, officers and employees for
expenses reasonably incurred in actions to which the directors, officers and
employees are parties or potential parties by reason of the performance of
their official duties. A national banking association may not provide
indemnification against expenses, penalties or other payments incurred in an
administrative proceeding or action instituted by an appropriate bank
regulatory agency, which proceeding or action results in a final order
assessing civil money penalties or requires affirmative action of such
director, officer or employee in the form of money payments to the national
banking association. A national banking association may provide in its
articles of association for insurance covering directors, officers and
employees, but must explicitly exclude insurance coverage
53
<PAGE> 61
for a formal order assessing civil money penalties against a director or
employee of the national banking association.
Tom Green National's Articles of Association provide that a person
may be indemnified or reimbursed by Tom Green National for reasonable
expenses actually incurred in connection with any action or suit to which the
person may be made a party by reason of his or her being or having been a
director, officer or employee of Tom Green National or of any organization
that the person served in any such capacity at the request of Tom Green
National. Tom Green National's Articles of Association further provide,
however, that no person shall be indemnified or reimbursed: (i) in relation
to any matter in such suit or action as to which the person is finally
adjudged to be guilty of or liable for gross negligence, willful misconduct
or criminal acts in the performance of his or her duties to Tom Green
National; and (ii) in relation to any matter in such suit or action in which
a compromised settlement has been reached except upon the approval of: (a) a
court of competent jurisdiction; (b) the holders of a majority of the
outstanding shares of Tom Green National Common; or (c) the Board of
Directors of Tom Green National, acting by vote of the directors not parties
to the action constituting a majority of the entire Board of Directors.
Tom Green National's Articles of Association provide that Tom
Green National may, upon the affirmative vote of a majority of its directors,
purchase insurance for the purpose of indemnifying its directors, officers
and employees to the extent that such indemnification is permitted in Tom
Green National's Articles of Association.
While the indemnification laws and provisions applicable to
Boatmen's and Tom Green National are different from the perspective of
officers and directors of the respective organizations, such laws and
provisions are not materially different from the perspective of the
shareholders thereof.
LIMITATION OF LIABILITY OF DIRECTORS
The Missouri Corporate Law provides that a Missouri corporation
may include any provision in its articles of incorporation that is not
inconsistent with the law, but does not specifically prohibit or allow a
provision limiting the liability of directors in the articles of
incorporation of a Missouri corporation. Other than in regard to the
indemnification of directors, Boatmen's Articles of Incorporation do not
contain a provision regarding the liability of directors.
Tom Green National's Articles of Association provide that a
director of Tom Green National shall not be liable to Tom Green National or
the shareholders of Tom Green National for any monetary damages for any act
or omission in the director's capacity as a director, except for: (i) a
breach of a director's duty of loyalty to Tom Green National or the
shareholder of Tom Green National; (ii) an act or omission not in good faith
or that involves intentional misconduct or knowing violation of the law;
(iii) a transaction for which a director received an improper benefit,
whether or not such benefit resulted from an action taken within the scope of
the director's office; (iv) an act or omission for which the liability of a
director is expressly provided by statute; or (v) an act related to an
unlawful stock repurchase or payment of a dividend.
These differences do not materially affect the rights of
shareholders of either organization.
54
<PAGE> 62
CONSIDERATION OF NON-SHAREHOLDER INTERESTS
The Missouri Corporate Law provides that in exercising business
judgment in consideration of acquisition proposals, a Missouri corporation's
board of directors may consider the following factors, among others: (i) the
consideration being offered; (ii) the existing political, economic, and other
factors bearing on securities prices generally, or the corporation's
securities in particular; (iii) whether the acquisition proposal may violate
any applicable laws; (iv) social, legal and economic effects on employees,
suppliers, customers and others having similar relationships with the
corporation, and the communities in which the corporation conducts its
businesses; (v) the financial condition and earning prospects of the person
making the acquisition proposal; and (vi) the competence, experience and
integrity of the person making the acquisition proposal.
The National Bank Act requires a majority of the board of
directors of a national banking association to approve a plan of
consolidation or merger, but the National Bank Act does not specify the
factors that the board of directors may properly consider in making its
decision. When voting on a plan of consolidation or merger, the directors of
a national banking association are bound by their fiduciary duty to the
shareholders of the national banking association and, thus, may be limited in
considering any non-shareholder interests. Accordingly, it may be more
difficult for directors of Tom Green National to consider interests other
than those of its shareholders than it is for directors of Boatmen's when
considering a business combination proposal.
The National Bank Act also requires the O.C.C. to approve any plan
of consolidation or merger in which the resulting entity will operate as a
national banking association. The O.C.C. is not limited to considering
shareholder interests in making its approval decision and will consider the
following non-shareholder interests: (i) the effect of the proposed plan of
consolidation or merger upon competition; (ii) the convenience and needs of
the community to be served by the consolidating or merging depository
institutions; (iii) the financial history of the consolidating or merging
depository institutions; (iv) the condition of the consolidating or merging
depository institutions, including capital, management and earnings
prospects; (v) the existence of any insider transactions; and (vi) the
adequacy of disclosure of the terms of the plan of consolidation or merger.
INFORMATION ABOUT TOM GREEN NATIONAL
BUSINESS OF TOM GREEN NATIONAL
Tom Green National was organized on August 27, 1984, as a national
banking association. Tom Green National has no subsidiaries and operates
from its main office and its two branches in San Angelo, Texas. In addition,
Tom Green National operates a loan production office in Friona, Texas. Tom
Green National offers complete banking services to the commercial,
agricultural and residential areas that it serves. Services include
commercial, agricultural, real estate, and personal loans, and checking,
savings and time deposits. Services also include safe deposit, investment,
signature guarantee, ATM, ACH, wire transfer, savings bonds, notary,
collection and credit card processing services. The largest portion of Tom
Green National's lending business is related to agriculture.
Tom Green National is subject to competition from other banks and
financial institutions located in its principal service area around San
Angelo, Texas. In making loans, Tom Green National encounters competition
from banks and other lending institutions, such as savings and loan
associations, insurance
55
<PAGE> 63
companies, finance companies and credit unions. In addition, Tom Green
National competes for deposit accounts with institutions offering various
forms of fixed income investments, particularly other banks, savings and loan
associations, credit unions and money-market funds and securities brokers.
Tom Green National is subject to supervision, regulation and
examination by the O.C.C., and its deposits are insured by the F.D.I.C.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF TOM GREEN NATIONAL
INTRODUCTION
The following discussion and analysis is intended to review the
significant factors affecting the financial condition and results of
operations of Tom Green National for the three-year period ended December 31,
1994 and the nine month periods ended September 30, 1995 and September 30,
1994. This review should be read in conjunction with the financial
statements, notes to financial statements and financial data presented
elsewhere in this Proxy Statement/Prospectus.
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994
RESULTS OF OPERATIONS
Net income for the nine months ended September 30, 1995 was
$338,000 or $3.31 per share as compared to $511,000 or $5.00 per share for
the same nine month period in 1994.
Net income for the nine months ended September 30, 1995, as
compared with the same period in the previous year, on an annualized basis,
as a percentage of average assets and average equity was:
<TABLE>
<CAPTION>
Return on Average Assets Return on Average Equity
September 30, September 30,
------------------------ ------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income .64% 1.06% 9.84% 16.35%
</TABLE>
No dividends were declared by Tom Green National during the nine
month periods ending September 30, 1995 and September 30, 1994.
Following is an analysis of the primary components of net income
for the nine months ended September 30, 1995 and September 30, 1994.
56
<PAGE> 64
NET INTEREST INCOME
Net interest income is the principal source of Tom Green
National's net income and represents the difference between interest income
and interest expense. The following schedule provides a summary concerning
net interest income, average balances and the related interest rate/yields
for the nine month periods ended September 30, 1995 and September 30, 1994.
Nonaccruing loans are included in interest earning assets; interest income on
such loans is recorded when received.
Interest earning assets include tax-exempt investments, and the
related income is presented on a tax equivalent basis assuming a tax rate of
34% in 1995 and 1994. The amount of the tax-equivalent adjustment was
$37,130.84 and $54,396.64 for the nine months ended September 30, 1995 and
September 30, 1994, respectively.
57
<PAGE> 65
<TABLE>
<CAPTION>
September 30, 1995
--------------------------------------------------------
Interest
Average Percent of Income/ Average
Balance Total Assets Expense Yield/Rate
--------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Interest earning assets:
Loans $40,516 57.13% $2,659 8.75%
Taxable securities 18,295 25.80 778 5.67%
Nontaxable securities 2,324 3.28 72 4.13%
Federal funds sold 3,362 4.74 153 6.07%
----------------------------------------
Total interest earning assets $64,497 90.95% $3,662 7.57%
----------------------------------------
Noninterest bearing assets:
Cash and due from banks $2,994 4.22%
Premises and equipment 2,358 3.33
Other assets 1,260 1.78
Reserve for loan losses (195) (.28)
--------------------------
Total assets $70,914 100.00%
==========================
Interest-bearing liabilities:
NOW accounts $13,167 18.57% $191 1.93%
Savings accounts 1,864 2.63 28 2.00%
Money market accounts 3,001 4.23 47 2.09%
Time deposits 38,472 54.25 1,389 4.81%
Short term borrowings 98 .14 5 6.80%
----------------------------------------
Total interest-bearing liabilities $56,602 79.82% $1,660 3.91%
========================================
Non-interest bearing liabilities:
Demand deposits $9,345 13.18%
Other liabilities 371 .52
--------------------------
Total liabilities $66,318 93.52%
Stockholders' equity 4,596 6.48
--------------------------
Total liabilities and
stockholders' equity $70,914 100.00%
==========================
Net interest income $2,002
=====
Interest rate spread 3.66%
Net interest margin 4.16%
</TABLE>
58
<PAGE> 66
<TABLE>
<CAPTION>
September 30, 1994
--------------------------------------------------------
Interest
Average Percent of Income/ Average
Balance Total Assets Expense Yield/Rate
--------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Interest earning assets:
Loans $36,779 54.63% $2,220 8.05%
Taxable securities 19,687 29.24 871 5.90%
Nontaxable securities 2,923 4.34 111 5.11%
Federal funds sold 2,181 3.24 53 3.24%
----------------------------------------
Total interest earning assets $61,570 91.45% $3,255 7.05%
----------------------------------------
Noninterest bearing assets:
Cash and due from banks $2,733 4.06%
Premises and equipment 2,182 3.24
Other assets 1,121 1.67
Reserve for loan losses (281) (.42)
--------------------------
Total assets $67,325 100.00%
==========================
Interest-bearing liabilities:
NOW accounts $12,619 18.74% $186 1.97%
Savings accounts 1,887 2.80 28 1.98%
Money market accounts 3,505 5.21 56 2.13%
Time deposits 35,700 53.03 844 3.15%
Short term borrowings 286 .42 14 6.53%
----------------------------------------
Total interest-bearing liabilities $53,997 80.20% $1,128 2.79%
========================================
Non-interest bearing liabilities:
Demand deposits $8,763 13.02%
Other liabilities 326 .48
--------------------------
Total liabilities $63,086 93.70%
Stockholders' equity 4,329 6.30
--------------------------
Total liabilities and
stockholders' equity $67,325 100.00%
==========================
Net interest income $2,127
=====
Interest rate spread 4.26%
Net interest margin 4.61%
</TABLE>
59
<PAGE> 67
The decrease in net interest income was attributable to lower net
interest margins, which reflected narrower interest spreads. Interest
expense on deposits increased by $532,000 or 47.16% during the first nine
months of 1995 compared to the first nine months of 1994, representing an
increase in the cost of funds of 1.12%. Interest income on earnings assets
also increased during the first nine months of 1995 compared to the first
nine months of 1994 by $407,000 or 12.5%, representing an increase in the
average yield of .52%. The net interest margin declined by .68% during the
first nine months of 1995 compared to the first nine months of 1994 as
investment yields continued to decline and cost of funds began to increase.
Average earning assets increased from $61,570 at September 30,
1994 to $64,497 at September 30, 1995. During the same period, average
interest bearing liabilities increased from $53,997 at September 30, 1994 to
$56,602 at September 30, 1995. These increases, coupled with the increases
in the cost of funds, resulted in a greater increase in interest expense than
in interest income.
PROVISION FOR POSSIBLE LOAN LOSSES AND ALLOWANCE FOR POSSIBLE LOAN LOSSES
Following is a table setting forth the activity for loan losses and
certain ratios to nonperforming loans and total loans for the
nine months ended September 30, 1995, and the year ended December 31, 1994:
60
<PAGE> 68
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, 1995 December 31, 1994
------------------ -----------------
(Dollars in Thousands)
<S> <C> <C>
Balance at beginning of period $156 $279
Loans charged off:
Commercial/agricultural 48 250
Real estate - construction 0 0
Real estate - mortgage 0 0
Installment loans 46 34
Lease financing 5 16
---------------------------------------------
Total charge-offs: $99 $300
Recoveries:
Commercial/agricultural 40 6
Real estate - construction 0 0
Real estate - mortgage 6 3
Installment loans 1 9
Lease financing 0 8
---------------------------------------------
Total recoveries: $47 $26
Net loans charged off 52 274
Provision for loan losses 114 151
---------------------------------------------
Balance at end of period $218 $156
=============================================
Net loan charge-offs to average loans .16% .72%
Allowance to total loans .51% .38%
Allowance to non-performing loans 294.59% 20.39
</TABLE>
The loan loss experience for the past two years has been
approximately 0.15% to 1% of loans. With a loan loss reserve of .51% of
loans and very nominal past dues, only 1.71% of loans past due at
September 30, 1995, and nominal non-performing loans, the loan loss reserve
is considered adequate at present.
The following table sets forth the allocation of the allowance for
loan losses for the indicated categories of loans.
61
<PAGE> 69
<TABLE>
<CAPTION>
RESERVE AS A
PERCENT OF LOANS PERCENT OF
RESERVE OUTSTANDING BY IN EACH CATEGORY
BALANCE CATEGORY TO TOTAL LOANS
--------------------------------------------------------
September 30, 1995
(Dollars in Thousands)
<S> <C> <C> <C>
Balance at end of period applicable to:
- --------------------------------------
Commercial, financial and agricultural $ 0 0% 30.1%
Real estate - construction 0 0% 3.1
Real estate - mortgage 0 0% 50.3
Installment loans to individuals 24 .37% 16.3
Lease financing 1 .39% .2
Unallocated 193 .54% 0
----- ----
Total allowance $ 218 .51% 100%
===== =====
</TABLE>
<TABLE>
<CAPTION>
RESERVE AS A
PERCENT OF LOANS PERCENT OF
RESERVE OUTSTANDING BY IN EACH CATEGORY
BALANCE CATEGORY TO TOTAL LOANS
--------------------------------------------------------
September 30, 1994
(Dollars in Thousands)
<S> <C> <C> <C>
Balance at end of period applicable to:
- --------------------------------------
Commercial, financial and agricultural $ 0 0% 21.1%
Real estate - construction 0 0% 2.2
Real estate - mortgage 0 0% 49.2
Installment loans to individuals 42 .41% 27.0
Lease financing 2 .96% 0.5
Unallocated 241 .62% 0
----- ----
Total allowance $ 285 .75% 100%
===== =====
</TABLE>
62
<PAGE> 70
RISK ELEMENTS IN A LOAN PORTFOLIO; INTEREST RECOGNITION
Risk elements in a loan portfolio include loans accounted for on a
nonaccrual basis, accruing loans that are contractually past due ninety days
or more as to interest or principal payments, troubled debt restructurings,
loans where there are serious doubts as to the ability of the borrower to
comply with the present loan repayment terms, other real estate and
significant industry concentrations (such as real estate, energy or
agricultural loans).
Non-performing assets are defined as loans delinquent 90 or more
days, nonaccrual loans, restructured loans, and foreclosed assets. Such
assets do not necessarily represent future losses to Tom Green National
since underlying collateral can be sold and/or the financial condition of
the borrower(s) may improve. The following table sets forth detail
regarding non-performing loans. Tom Green National had no restructured
loans or foreclosed assets at any of the dates listed herein.
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1995 1994 1994
---------------------------------------------------
<S> <C> <C> <C>
Non-accrual loans $64 $744 $75
Loans past due 90 days or more 10 21 17
Foreclosed assets 0 0 0
---------------------------------------------------
Total non-performing assets $74 $765 $92
===================================================
Total assets $72,837 $68,789 $65,168
Non-performing assets/total assets .10% 1.11% .14%
</TABLE>
At September 30, 1995, loans totaling $758,726 were not included
in any of the aforementioned risk categories but have been identified by
management as potential problem loans due to financial difficulties or
technical deficiencies of the borrowers of those loans. These loans are
subject to close scrutiny by management and their status is reviewed on a
monthly basis at meetings of the Loan and Discount Committees of the Board of
Directors.
Tom Green National's policy is to discontinue accruing interest on
loans when principal or interest is due and remains unpaid for 90 days or
more, unless the loan is well secured and in the process of collection. Tom
Green National would have recognized additional interest income for the
periods ended September 30, 1995 and 1994 of approximately $3,160 and $4,087,
respectively, had contracted interest on these loans been recognized. There
was no interest collected or included in income related to these loans in
either the first nine months of 1995 or 1994.
At September 30, 1995, and September 30, 1994, there were no
commitments to lend additional funds to borrowers whose loans were considered
non-performing. The loan portfolio does not include any loans to foreign
countries, credit card loans, or highly leveraged transaction loans.
Tom Green National primarily originates or participates in loans
to individuals and businesses in its local lending area defined as Tom Green
County, Texas and twenty-seven counties in West Texas.
63
<PAGE> 71
Lending within the commercial and real estate markets is distributed among a
variety of industries and activities to maintain a diversified loan
portfolio.
Management closely monitors concentrations to single industries
and individual customers, and actively participates in the lending function
of the bank. Tom Green National has written policies that require security
for loans including liens on residential mortgage loans. In addition,
policies and procedures are in place to assess the credit worthiness of
borrowers for all loans and commitments. A borrower's ability to honor their
loan contracts can be largely dependent upon the economic conditions within
the market area and on a national level.
At September 30, 1995, total loans past due over 30 days were
1.71% of total loans, up from 1.65% of total loans at the same date in 1994.
NON-INTEREST INCOME
Non-interest income for Tom Green National for the nine month
period ended September 30, 1995 was $446,872 as compared to $494,717 for the
corresponding period in 1994.
Non-interest income at Tom Green National is comprised of four
components as follows:
1. Deposit and service charge income
2. Mortgage fee income
3. Investment fee income
4. All other fees
Deposit and service charge income during the nine months ended
September 30, 1995 was $257,248 as compared to $284,328 for the corresponding
nine month period in 1994. Tom Green National remains highly competitive in
its fee structure and constantly monitors competitive rates and fees of
banks in the area to determine the impact of any rate/fee adjustment.
Mortgage fee income is derived primarily from the origination and
sale of residential mortgage loans into the secondary market, as well as fees
on the origination of interim construction loans for residential builders and
customers. Mortgage fee income for the first nine months of 1995 was
$40,316, compared to $89,395 for the first nine months of 1994.
The primary reason for the decline has been the virtual cessation
of home refinancings which had inflated mortgage fee income during 1993 and
1994. As interest rates for home mortgages have risen, the home refinancing
business has declined considerably. Because of the relative robustness of
the local economy, new home construction and sales and financing of existing
homes continues to be good. Tom Green National participates significantly in
this function. In 1993, Tom Green National Bank originated over 45% of the
total residential loans made and sold into the secondary market by all banks
in San Angelo, Texas.
64
<PAGE> 72
The following table is provided to illustrate trends in number of
loans originated and other significant factors about Tom Green National's
mortgage loan operations:
<TABLE>
<CAPTION>
As of and for the year ended As of and for the
---------------------------- nine months ended
1992 1993 1994 September 30, 1995
---- ---- ---- ------------------
<S> <C> <C> <C> <C>
Number of loans originated 230 320 244 174
Dollar amount originated (in millions) $ 11.1 $ 17.6 $ 17.1 $ 10.8
Number of employees 3 4 4 4
Fees originated per employee $32,743 $48,733 $26,078 $10,077
</TABLE>
Investment income is derived from sales of mutual funds,
annuities, and direct stocks and bonds to customers of Tom Green National.
Investment fee income for the first nine months of 1995 was $63,295, compared
to $62,998 for the first nine months of 1994.
All other fees and charges for the nine month period ended
September 30, 1995 totaled $86,013 as compared to $57,996 for the
corresponding period in 1994. These consist of safe deposit box fees, single
interest income, and miscellaneous fees.
OTHER EXPENSES
For the nine month period ended September 30, 1995, compensation
and benefits decreased $36,016, or 4.01%, as compared to the nine months
ended September 30, 1994. This decrease was primarily a result of reduced
staffing. Direct salary expenses for officers increased $20,696, or 7.8%,
while direct salary expenses for all other employees decreased $56,712, or
8.5%.
Tom Green National's occupancy expenses for the first nine months
of 1995 were down $7,956 over the corresponding nine month period in 1994,
and equipment expenses were up $7,984. All other operating expenses for the
nine months ended September 30, 1995 were up $23,981, or 3.94% as compared to
the corresponding nine month period ending September 30, 1994.
Total operating expense of Tom Green National was $1,853,486
versus $1,865,484 for the nine months ended September 30, 1994. Operating
expenses for Tom Green National has been below peer group averages during the
past five years.
Overhead as a percentage of assets since 1990 is as follows:
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Overhead as a percentage of assets 2.80% 2.93% 3.76% 4.24% 3.74% 3.67%
</TABLE>
65
<PAGE> 73
INCOME TAXES
A reconciliation of expected income tax expense for Tom Green
National, computed by applying the Federal statutory rate of 34% to income
before the provision for income taxes, is as follows:
<TABLE>
<CAPTION>
September 30,
1995 1994
-----------------------------
(Dollars in Thousands)
<S> <C> <C>
Federal income taxes at statutory rate $163,421 $247,860
Less:
Tax exempt interest (24,507) (25,427)
Excess of tax over book depreciation (14,233) (8,291)
Bond accretion (6,377) (5,365)
Add:
Excess of book over tax bad debt provision 18,112 9
Tax gain on sale of securities 0 2,870
Sec. 291 interest expense disallowed 4,815 3,368
Other 1,604 2,489
-----------------------------
Total provision for income taxes $142,835 $217,513
=============================
</TABLE>
FINANCIAL CONDITION
LOANS
The loan portfolio constitutes the major earning asset of most
banks and typically offers the best alternative for obtaining the maximum
interest spread above the cost of funds. The overall economic strength of
any bank generally parallels the quality and yield of its loan portfolio.
LOAN PORTFOLIO
The following table presents loans outstanding at September 30,
1995 and December 31, 1994:
66
<PAGE> 74
<TABLE>
<CAPTION>
September 30, 1995 December 31, 1994
------------------ -----------------
Percent of Percent of
Amount Total Amount Total
------ ----- ------ -----
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Commercial/agricultural $13,805 32.42% $9,929 24.38%
Real estate:
Commercial 4,425 10.39 4,611 11.32
Residential 9,392 22.06 7,964 19.55
Agricultural, construction and other 8,463 19.88 9,029 22.16
All other services 322 .76 537 1.32
Consumer 6,167 14.49 8,668 21.27
----------------------------------------------------
Total loans $42,574 100.00% $40,738 100.00%
====================================================
</TABLE>
Commercial and financial loans include loans made for agricultural
purposes other than agricultural loans that are secured by land, which are
categorized as commercial real estate loans. Commercial and residential real
estate loans include both interim construction financing and permanent
financing. Tom Green National does not have any significant lease financing
transactions.
The loan portfolio experienced a growth of $1,836,000, or 4.51%
from December 31, 1994, to September 30, 1995. The majority of the growth
was due to the implementation of the Cattle Feedlot Financing program.
MATURITY OF LOANS
The following table sets forth the maturity composition of total
loans at September 30, 1995:
<TABLE>
<CAPTION>
September 30, 1995
------------------------------------
Amount Percent of Total
------ ----------------
(Dollars in Thousands)
<S> <C> <C>
In one year or less $12,798 30.06%
After one year through five years 9,476 22.26
After five years 20,300 47.68
------------------------------------
Total loans $42,574 100.00%
====================================
</TABLE>
67
<PAGE> 75
INTEREST SENSITIVITY
The following table sets forth the interest sensitivity of total
loans at September 30, 1995:
<TABLE>
<CAPTION>
September 30, 1995
-----------------------------
Fixed Rate Variable Rate
---------- -------------
(Dollars in Thousands)
<S> <C> <C>
In one year or less $5,790 $25,531
After one year through five years 8,352 1,050
After five years 1,851 0
-----------------------------
Total loans $15,993 $26,581
=============================
</TABLE>
INVESTMENTS
Tom Green National Bank's holding of short-term investments and
scheduled maturities of investment securities serve as a source of liquidity
to meet depositor and borrower fund requirements, in addition to being a
significant element of total interest income. Short-term investments,
consisting of Federal Funds Sold, had outstanding balances of $2,450,000 at
September 30, 1995. Investment securities increased from $20,821,722 at
December 31, 1994 to $22,022,726 at September 30, 1995.
On January 1, 1994, Tom Green National adopted Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" ("SFAS 115"). Under SFAS 115, each security
is classified as either trading, available for sale or held to maturity.
Investments held to maturity are recorded at amortized cost. Securities
available for sale are recorded at their fair value. The after-tax
difference between amortized cost and fair value of securities available for
sale is recorded as an unrealized gain or loss on securities and either
increases (in the case of an unrealized gain) or decreases (in the case of an
unrealized loss) total shareholders' equity. The tax impact of such
adjustment is recorded as an adjustment to the amount of the deferred tax
liability.
SECURITIES PORTFOLIO
The following table presents the composition of investment
securities allocated between held-to maturity and available-for sale and the
change in each category for the periods presented.
68
<PAGE> 76
<TABLE>
<CAPTION>
September 30, December 31, Change
-----------------------
1995 1994 Amount Percent
------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Held to Maturity:
U.S. Treasuries and agencies $10,044 $8,581 $1,463 17.05%
Obligations of states and political subdivisions 1,132 1,441 (309) (21.44%)
Mortgage-backed securities 0 0 0 0%
-------------------------------------------
Total investment held to maturity 11,176 10,022 1,154 11.51%
-------------------------------------------
Available for sale:
U.S. Treasuries and agencies 8,784 7,630 1,154 15.12%
Obligations of states and political subdivisions 987 1,341 (354) (26.40%)
Mortgage-backed securities 1,005 963 42 4.36%
Corporate Bonds and Other 71 71 0 0%
-------------------------------------------
Total investments available for sale 10,847 10,005 842 8.42%
-------------------------------------------
Total investments $22,023 $20,027 $1,996 9.97%
===========================================
U.S. Government $10,304 $11,211 ($907) (8.09)%
U.S. Government agencies 8,524 5,000 3,524 70.48%
Municipal and other tax-exempt 2,119 2,782 (663) (23.83)%
Mortgage-backed securities 1,005 963 42 4.36%
Corporate bonds and other<F1> 71 71 0 0%
-------------------------------------------
Total investments $22,023 $20,027 $1,996 9.97%
===========================================
<FN>
- -------------------------
<F1> Includes Federal Reserve Bank stock.
</TABLE>
The market value of total investment securities was $22,026,000
and $19,732,000 at September 30, 1995 and December 31, 1994, respectively.
69
<PAGE> 77
INVESTMENT SECURITIES - MATURITIES AND YIELDS
The following table shows the maturities and yields for the
various forms of investment securities:
<TABLE>
<CAPTION>
September 30, 1995
Maturing
-------------------------------------------------------------------------------------------
In one year After one through After five After
or less five years through ten years ten years
-------------------------------------------------------------------------------------------
Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------ ----- ------ -----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Government $6,250 5.65% 4,101 5.58% $ -- --% $ -- --%
U.S. Government agencies & corporations 2,500 5.29% 4,000 6.17% 2,000 7.02% -- --
Municipals and other tax exempt<F1> 385 7.03% 1,420 6.83% -- -- 240 7.20%
Mortgage-backed securities -- -- -- -- -- -- 1,056 6.08%
Corporate bonds and other 71 -- -- -- -- -- -- --
------ ------ ------ ------
$9,206 5.42% $9,521 6.02% $2,000 7.02% $1,296 6.29%
====== ====== ====== ======
<FN>
- -------------------------
<F1> Yield presented on a tax-equivalent basis assuming tax rate of 34%.
</TABLE>
DEPOSITS
The deposit base provides the major funding source for earning
assets of Tom Green National. Over the past few years, Tom Green National has
shown steady growth in deposits and in overall market share of deposits in the
City of San Angelo, Texas with its market share increasing from 8.4% to 8.6%
during the first nine month period of 1995.
A review of overall bank deposits for the City of San Angelo,
Texas since 1992 follows:
<TABLE>
<CAPTION>
December 31, September 30,
-------------------------------- -----------------
1992 1993 1994 1995
-------------------------------- -----------------
<S> <C> <C> <C> <C>
Total bank deposits
(in millions) $767 $738 $757 $780
</TABLE>
70
<PAGE> 78
During that same time period, Tom Green National experienced
growth in deposits as follows:
<TABLE>
<CAPTION>
December 31, September 30,
-------------------------------- -----------------
1992 1993 1994 1995
-------------------------------- -----------------
<S> <C> <C> <C> <C>
Tom Green National
total deposits (in millions) $55 $59 $64 $67
</TABLE>
As a percent of total market share, Tom Green National has shown
significant growth in market penetration as follows:
<TABLE>
<CAPTION>
December 31, September 30,
-------------------------------- -----------------
1992 1993 1994 1995
-------------------------------- -----------------
<S> <C> <C> <C> <C>
Tom Green National
market share (% of total
market deposits) 7.2% 7.9% 8.4% 8.6%
</TABLE>
The following table indicates the mix and levels of Tom Green National
deposits at September 30, 1995 as compared to December 31, 1994 and
September 30, 1994:
<TABLE>
<CAPTION>
DEPOSIT MIX
September 30, December 31, September 30,
1995 1994 1994
-------- -------- --------
Cost of Cost of Cost of
Amount Funds % Amount Funds % Amount Funds %
---------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Demand $ 8,720 0% 12.93% $10,567 0% 16.54% $ 9,389 0% 13.91%
Savings accounts 1,992 2.00% 2.95 1,741 2.00% 2.73 1,795 2.00% 3.06
Money market deposit
accounts and less than
$100,000 CDs 25,046 5.05% 37.12 21,652 3.79% 33.91 22,506 3.20% 38.37
$100,000 or
more CDs 18,053 5.25% 26.75 14,569 3.94% 22.81 13,033 3.34% 22.22
NOW accounts 13,665 1.93% 20.25 15,331 1.96% 24.01 11,930 2.06% 20.34
---------------------------------------------------------------------------------------------------------
Total Deposits $67,476 100.0% $63,860 100.0% $58,653 100.0%
=========================================================================================================
</TABLE>
71
<PAGE> 79
The following table sets forth the amount of maturities of time
deposits of $100,000 or more as of September 30, 1995:
<TABLE>
<CAPTION>
September 30, Percent
1995 of Total
----------- --------
(Dollars in Thousands)
<S> <C> <C>
Three months or less $ 9,199 50.96%
Over three through twelve months 8,554 47.38
Over twelve months 300 1.66
-----------------------
Total $18,053 100.00%
=======================
</TABLE>
SHORT-TERM BORROWINGS
Tom Green National had no short-term borrowings at September 30,
1995.
LIQUIDITY AND RATE SENSITIVITY
Liquidity is the measure of Tom Green National's ability to meet
its customers' present and future deposit withdrawals or increased loan
demand without penalizing earnings. Interest rate sensitivity involves the
relationships between rate sensitive assets and liabilities and is an
indication of the probable effects of interest rate fluctuation on Tom Green
National's net interest income. Tom Green National manages both liquidity
and interest sensitivity using a static gap model and simulation model which
are both reviewed on a quarterly basis by the Board of Directors.
Liquidity is provided for Tom Green National by projecting credit
demand and other financial needs and then maintaining sufficient cash and
assets readily convertible into cash to meet these projected requirements.
Tom Green National provides for its liquidity needs through core deposits,
maturing loans, scheduled maturities of U.S. Treasury notes and federal funds
sold. Cash, due from bank accounts and federal funds sold were $4,899,349 at
September 30, 1995, and $2,333,822 at September 30, 1994. These levels
represent an increase of 109.93% from September 30, 1994 to September 30,
1995.
Interest rate-sensitive assets and liabilities are those with
yields or rates subject to change within a future time period due to maturity
or changes in market rates. An ongoing objective of the use of Tom Green
National's asset/liability models is to monitor gaps between rate-adjustable
assets and liabilities and to make sure these gaps fall within the board
approved ranges given the current interest rate market. The models are also
used to project future net interest income under a set of possible interest
rate movements. The Board of Directors reviews this information to determine
if the projected future net interest income levels would be acceptable. Tom
Green National attempts to stay within acceptable gap levels and net interest
income levels by matching as closely as possible rate-adjustable assets and
liabilities with similar maturity horizons. Management realizes, however,
that there are limits to these efforts because of relatively low loan volume
compared to the level of deposits and the need to invest in securities that
will maximum yield rather than match shorter-term interest sensitive
liabilities.
72
<PAGE> 80
The following table reflects rate-sensitive assets and liabilities
of Tom Green National at September 30, 1995 and 1994:
<TABLE>
<CAPTION>
September 30,
1995 1994
-----------------------
(Dollars in Thousands)
<S> <C> <C>
Rate-Sensitive Assets:
- ---------------------
Loans less than one year $24,792 $14,373
Investments less than one year 10,192 4,564
Federal funds less than one year 2,450 0
Total rate-sensitive assets $37,434 $18,937
-----------------------
Rate-sensitive assets to total assets 51.39% 29.08%
=======================
Rate Sensitive Liabilities:
- --------------------------
Savings accounts less than one year $ 1,992 $ 1,795
NOW accounts less than one year 13,665 10,729
Money market funds less than one year 2,843 3,594
CDs/IRAs less than one year 39,669 30,867
Federal funds purchased 0 405
-----------------------
Total rate-sensitive liabilities $58,169 $47,390
=======================
Rate-sensitive liabilities to total liabilities 75.74% 72.16%
Total assets $72,837 $65,114
Cumulative gap ($20,735) ($28,453)
One year cumulative gap divided
by total assets (28.47%) (43.70%)
</TABLE>
These interest sensitivity positions are considered acceptable by
management.
73
<PAGE> 81
CAPITAL
The strength of its capital position determines the ability of a
financial institution to take advantage of growth opportunities and to handle
unforeseen financial difficulties. Tom Green National's shareholder's equity
at September 30, 1995 was $4,846,736, an increase of $538,055 over the
December 31, 1994 total of $4,308,681. Such amounts include unrealized
losses (net of tax benefits on investment securities available for sale of
($22,352) and ($200,979), respectively as of September 30, 1995, and 1994.
Tom Green National is subject to the issuance of capital adequacy
guidelines by its regulators, all of which have issued similar guidelines for
the measurement of capital adequacy. One measure is the leverage capital
ratio, which equals the ratio of ending total capital to average total assets
less intangible assets. The guidelines include a definition of capital and
provide a framework for calculating weighted risk assets by assigning assets
and off-balance-sheet instruments to broad risk categories. The risk-based
capital standards are a minimum ratio of total capital to risk weighted
assets with a minimum of 4% when using tier 1 capital and a minimum of 8%
when including total capital. Tier 1 capital is the sum of the core capital
elements (common shareholders' equity less intangible assets). Total capital
includes the allowance for loan losses limited to a maximum of 1.25% of risk
weighted assets.
As the following table indicates, Tom Green National exceeded the
minimum risk-based and leverage ratios at September 30, 1995 and December 31,
1994.
<TABLE>
<CAPTION>
September 30, December 31, Minimum
1995 1994 Levels
------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C>
Capital components:
Tier 1 capital $ 4,869 $ 4,532
Total capital 5,087 4,688
Assets:
Risk weighted assets and
off-balance sheet instruments $44,173 $42,356
Capital ratios:
Leverage 6.84% 6.74% 3.00%
Tier 1 Risk-based capital 10.97% 10.70% 4.00%
Total risk-based capital 11.47% 11.07% 8.00%
</TABLE>
74
<PAGE> 82
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
RESULTS OF OPERATIONS
Net income for 1994 was $534,386 or $5.22 per share, compared to
$608,350 or $5.95 per share in 1993 and $621,000 or $6.07 per share in 1992.
The increase in net income from 1992 to 1993 resulted from
improved net interest margins, lower loan losses and improved non-interest
income sources, including the addition of the bank's investment center and
increased income for the bank's mortgage department. The decrease in net
interest income from 1993 to 1994 was primarily due to decreasing net
interest margins and noninterest income.
Net income as a percent of average assets and average equity for
the last three years was:
<TABLE>
<CAPTION>
Return on Average Assets Return on Average Equity
December 31, December 31,
---------------------------------- ----------------------------------
1994 1993 1992 1994 1993 1992
---------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income .81% 1.00% 1.16% 12.95% 16.70% 20.67%
</TABLE>
No dividends were declared by Tom Green National during the years
ended December 31, 1994, 1993 or 1992.
The following is an analysis of the primary components of net
income for the years ended December 31, 1994, 1993, and 1992.
NET INTEREST INCOME
Net interest income is the principal source of Tom Green
National's net income and represents the difference between interest income
and interest expense. The following schedules provide a summary concerning
net interest income, average balances, and the related interest rate/yield
for the past three years. Nonaccruing loans are included in interest-earning
assets; interest income on such loans is recorded when received.
Interest earning assets include tax-exempt investments, and the
related income is presented on a tax equivalent basis assuming a tax rate of
34% in 1995 and 1994. The amount of the tax-equivalent adjustment was
$74,373.45, $80,540.85 and $84,007.82 for the years ended December 31, 1994,
1993, and 1992, respectively.
75
<PAGE> 83
<TABLE>
<CAPTION>
December 31, 1994
---------------------------------------------------------------
Interest Average
Average Percent of Income/ Yield/
Balance Total Assets Expense Rate
---------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Interest earning assets:
Loans $37,321 55.54% $2,994 8.02%
Taxable securities 19,319 28.75 1,128 5.84%
Nontaxable securities 2,896 4.31 144 7.53%
Federal funds sold 1,685 2.51 54 3.20%
----------------------------------------------------
Total interest earning assets $61,221 91.11% $4,320 7.06%
Non-interest bearing assets:
Cash and due from banks $2,822 4.20%
Premises and equipment 2,245 3.34
Other assets 1,195 1.78
Reserve for loan losses (281) (.43)
-----------------------------------
Total assets $67,202 100.00%
===================================
Interest-bearing liabilities:
NOW accounts $12,776 19.01% $252 1.97%
Savings accounts 1,867 2.78 37 1.98%
Money market accounts 3,508 5.22 74 2.11%
Time deposits 34,872 51.89 1,136 3.26%
Short-term borrowings 500 .74 29 5.8 %
----------------------------------------------------
Total interest-bearing liabilities $53,523 79.64% $1,528 2.86%
Non-interest bearing liabilities:
Demand deposits $9,083 13.52%
Other liabilities 326 .49
-----------------------------------
Total liabilities $62,932 93.65%
Stockholders' equity 4,270 6.35%
-----------------------------------
Total liabilities and
stockholders' equity $67,202 100.00%
===================================
Net interest income $2,792
===============
Interest rate spread 4.20%
Net interest margin 4.66%
</TABLE>
76
<PAGE> 84
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------------------------------------
Interest Average
Average Percent of Income/ Yield/
Balance Total Assets Expense Rate
---------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Interest earning assets:
Loans $28,579 46.82% $2,437 8.53%
Taxable securities 23,433 38.39 1,459 6.23%
Nontaxable securities 2,789 4.57 156 8.47%
Federal funds sold 1,271 2.08 38 2.99%
----------------------------------------------------
Total interest earning assets $56,072 91.86% $4,090 7.29%
Non-interest bearing assets:
Cash and due from banks $2,586 4.24%
Premises and equipment 1,632 2.67
Other assets 1,044 1.71
Reserve for loan losses (293) (.48)
-----------------------------------
Total assets $61,041 100.00%
===================================
Interest-bearing liabilities:
NOW accounts $10,709 17.54% $180 1.68%
Savings 1,358 2.22 27 1.99%
Money market accounts 3,055 5.00 63 2.06%
Time deposits 34,078 55.83 1,099 3.22%
Short-term borrowings 200 .33 8 3.96%
----------------------------------------------------
Total interest-bearing liabilities $49,400 80.92% $1,377 2.79%
Non-interest bearing liabilities:
Demand deposits $7,666 12.56%
Other liabilities 324 .53
-----------------------------------
Total liabilities $57,390 94.01%
Stockholders' equity 3,651 5.99%
-----------------------------------
Total liabilities and
stockholders' equity $61,041 100.00%
===================================
Net interest income $2,713
===============
Interest rate spread 4.50%
Net interest margin 4.80%
</TABLE>
77
<PAGE> 85
<TABLE>
<CAPTION>
December 31, 1992
---------------------------------------------------------------
Interest Average
Average Percent of Income/ Yield/
Balance Total Assets Expense Rate
---------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Interest earning assets:
Loans $21,250 40.30% $2,034 9.57%
Taxable securities 21,809 41.37 1,581 7.25%
Nontaxable securities 2,775 5.26 163 8.90%
Federal funds sold 2,110 4.00 72 3.41%
----------------------------------------------------
Total interest earning assets $47,944 90.93% $3,850 8.03%
Non-interest bearing assets:
Cash and due from banks $2,692 5.11%
Premises and equipment 1,386 2.63
Other assets 1,003 1.90
Reserve for loan losses (302) (.57)
-----------------------------------
Total assets $52,723 100.00%
===================================
Interest-bearing liabilities:
NOW accounts $8,743 16.58% $184 2.10%
Savings 914 1.73 25 2.74%
Money market accounts 2,547 4.83 72 2.83%
Time deposits 31,877 60.46 1,325 4.16%
Short term borrowings 0 0.00 0 0.00%
----------------------------------------------------
Total interest-bearing liabilities $44,081 83.60% $1,606 3.64%
Non-interest bearing liabilities:
Demand deposits $5,409 10.26%
Other liabilities 258 .49
-----------------------------------
Total liabilities $49,748 9.35%
Stockholders' equity 2,975 5.65%
-----------------------------------
Total liabilities and
stockholders' equity $52,723 100.00%
===================================
Net interest income $2,244
===============
Interest rate spread 4.39%
Net interest margin 4.56%
</TABLE>
78
<PAGE> 86
The decrease in net interest income was attributable to lower net
interest margins, which reflected narrower interest spreads. Interest
expense on deposits decreased $229,000, or 16.63% from 1992 to 1993,
representing a decrease of .85% in the cost of funds. Interest expense on
deposits increased from 1993 to 1994 by $151,000 and the cost of funds
increased .07% due primarily to rising interest rates. Interest income on
earning assets increased $240,000 from 1992 to 1993, representing a decrease
in the average yield of .74%. Interest income on earnings assets also
increased from 1993 to 1994 by $230,000 representing a decrease in the
average yield of .23%. The net interest margin rose by .24% from 1992 to
1993 and declined by .14% from 1993 to 1994 as investment yield continued to
decline and cost of funds began to increase. During the same period, average
interest bearing liabilities increased from $44,081 at December 31, 1992 to
$49,400 at December 31, 1993. Average earning assets again increased from
1993 to 1994. They totaled $56,072 at December 31, 1993 and increased to
$61,221 at December 31, 1994. During the same period, average interest
bearing liabilities also increased, going from $49,400 at December 31, 1993
to $53,523 at December 31, 1994. Although both interest earning assets and
interest earning liabilities declined by approximately the same amount during
this period, increases in rates paid on time deposits coupled with the
overall decrease in the yield on the security portfolio caused the interest
spreads to narrow and the net interest margin to shrink.
Net interest income is affected by the volume and rate of both
interest-earning assets and interest-bearing liabilities. The following
table depicts the dollar effect and rate changes for the different categories
of interest-earning assets and interest-bearing liabilities and the resultant
change in interest income and interest expense. Nonperforming loans are
included with loans in such table.
79
<PAGE> 87
<TABLE>
<CAPTION>
1994 Compared to 1993 Compared to
1993 Increase 1992 Increase
(Decrease) Due to (Decrease) Due to
--------------------------------------- -----------------------------------------
Volume Rate<F1> Net Volume Rate Net
--------------------------------------- -----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest earned on:
- ------------------
Loans $8,742 (.58%) $534 $7,329 (1.08%) $404
Taxable securities (4,114) (.38%) (329) 1,624 (1.02%) (122)
Nontaxable securities 107 (.94%) (12) 14 (.43%) (7)
Federal funds sold 414 .21% 16 (839) (1.92%) (34)
----------- ----------------------------------- -------------
Total interest-earning
assets $5,149 (.27%) $209 $8,128 (.75%) $232
----------- ----------------------------------- -------------
Interest paid on:
- ----------------
NOW accounts 2,067 .29% 72 1,966 (.42%) ($4)
Savings and individual
retirement accounts 509 (.01%) 10 444 (.75%) 2
Money market accounts 453 (.05%) 11 508 (.77%) (9)
Certificates of deposit 794 (.04%) 37 2,201 (.94%) (226)
----------- ----------------------------------- -------------
Total interest-bearing
liabilities $3,823 .07% $130 $5,119 (.85%) (237)
----------- ----------------------------------- -------------
Net interest income $79 $469
============ =============
<FN>
- ------------------------
<F1> Changes in interest income and interest expense due to both rate and volume
are included in rate variances.
</TABLE>
PROVISION FOR POSSIBLE LOAN LOSSES
The provision for possible loan losses provides a reserve (the
allowance for loan losses) against which loan losses are charged as those
losses become evident. Management determines the appropriate level of the
allowance for loan losses on a quarterly basis. These quarterly analyses
take into consideration the results of an ongoing loan review and grading
process, the purpose of which is to determine the level of credit risk within
the portfolio at any given time.
Utilizing the results of the loan review and grading process, a
specific portion of the reserve is allocated to those loans which appear to
represent a more than normal exposure risk. In addition, estimates are made
for potential losses within the acceptably graded loan portfolios of consumer
loans, residential mortgage loans, commercial real estate loans, and
commercial loans not otherwise specifically reviewed, based on historical
loss experience and other factors and trends.
80
<PAGE> 88
Provisions in 1992, 1993 and 1994 were $28,000, $0, and $151,000,
respectively. Factors that influenced management's determination of amount
of the provisions for loan losses include (i) an evaluation of each
nonperforming, classified and potential problem loan to ascertain an estimate
of loss exposure based upon circumstances then known to management,
(ii) current economic conditions and outlook, and (iii) an overall review of
the loan portfolio in light of past loan loss experience. Net recoveries on
loans of $26,000, $17,000 and $26,000 were realized for 1992, 1993 and 1994,
respectively.
Based on Tom Green National's review of remaining collateral and
the financial condition of identified loans with characteristically more than
a normal degree of risk, historical loan loss percentages and economic
conditions, management believes that the allowance for loan losses at
December 31, 1994, is adequate to cover future possible losses.
Following are tables setting forth the activity for loan losses
and the allocation of the allowance for possible loan losses, along with
certain ratios for non-performing loans and total loans in 1994, 1993, and
1992:
<TABLE>
ALLOWANCES FOR POSSIBLE LOAN LOSSES
<CAPTION>
Years ended December 31,
1994 1993 1992
---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C>
Balance at beginning of period $279 $302 $311
Loans charged off:
Commercial & financial 266 6 1
Residential real estate 0 3 52
Consumer 34 31 10
---------------------------------------------------
Total charge-offs: $300 $ 40 $ 63
Recoveries:
Commercial & financial (14) (1) (16)
Residential real estate (3) (10) (4)
Consumer (9) (6) (6)
---------------------------------------------------
Total recoveries: $(26) $(17) $(26)
Net loans charged off 274 23 37
Provision for possible loan losses
charged against income 151 0 28
---------------------------------------------------
Balance at end of period $156 $279 $302
===================================================
Net charge-offs/average loans .72% .08% .17%
Allowance/total loans .38% .78% 1.21%
Allowance/non-performing loans 20.39% 97.55% 106.71%
</TABLE>
81
<PAGE> 89
The following tables set forth the allocation of the allowance for
loan losses for the indicated categories of loans.
<TABLE>
<CAPTION>
Reserve as a
Percent of Loans Percent of Loans
Reserve Outstanding By In Each Category
Balance Category To Total Loans
--------------------------------------------------------
December 31, 1994
--------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C>
Balance at end of
period applicable to:
- --------------------
Commercial, financial and $ 0 0% 24.1%
agricultural
Real estate - construction 0 0% 2.6%
Real estate - mortgage 0 0% 50.8%
Installment loans to individuals 37 .4% 22.1%
Lease financing 1 .6% .4%
Unallocated 118 0% 0
--- -----
Total allowance $156 .38% 100.0%
=== =====
</TABLE>
82
<PAGE> 90
<TABLE>
<CAPTION>
December 31, 1993
----------------------------------
(Dollars in Thousands)
<S> <C> <C> <C>
Balance at end of
period applicable to:
- --------------------
Commercial, financial and agricultural $ 0 0% 24.5%
Real Estate - construction 0 0% 1.8%
Real Estate - mortgage 40 .3% 42.5%
Installment loans to individuals 45 .4% 30.3%
Lease financing 2 .6% .9%
Unallocated 192 0% 0
--- -----
Total allowance $279 .78% 100.0%
=== =====
<CAPTION>
December 31, 1992
----------------------------------
(Dollars in Thousands)
<S> <C> <C> <C>
Balance at end of
period applicable to:
- --------------------
Commercial, financial and agricultural $ 55 .6% 34.8%
Real Estate - construction 0 0% 1.2%
Real Estate - mortgage 30 .2% 47.6%
Installment loans to individuals 34 .9% 14.6%
Lease financing 6 1.3% 1.8%
Unallocated 177 0% 0
--- -----
Total allowance $302 1.21% 100.0%
=== =====
</TABLE>
83
<PAGE> 91
RISK ELEMENTS IN A LOAN PORTFOLIO; INTEREST RECOGNITION
Risk elements in a loan portfolio include loans accounted for on a
nonaccrual basis, accruing loans that are contractually past due ninety days
or more as to interest or principal payments, troubled debt restructurings,
loans where there are serious doubts as to the ability of the borrower to
comply with the present loan repayment terms, other real estate and
significant industry concentrations (such as real estate, energy or
agricultural loans).
Non-performing assets defined as loans delinquent 90 or more days,
nonaccrual loans, restructured loans, and foreclosed assets. Such assets do
not necessarily represent future losses to Tom Green National Bank since
underlying collateral can be sold, and the financial condition of the
borrowers may improve. The following table sets forth the detail of non-
performing assets. Tom Green National had no restructured loans at any of
the dates listed herein.
<TABLE>
<CAPTION>
December 31,
----------------------------
1994 1993 1992
---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C>
Non-accrual loans $744 $230 $242
Loans past due 90 days or more 21 47 0
-----------------------------------
Total non-performing loans $765 $277 $242
===================================
Foreclosed assets 0 9 41
-----------------------------------
Total non-performing assets $765 $286 $283
===================================
Non-performing loans to total loans 1.88% .77% .97%
Non-performing assets to total loans 1.88% .77% 1.13%
Non-performing assets to total assets 1.11% .45% .48%
</TABLE>
The following table compares the allowance for loan losses and
total nonperforming loans at December 31, 1994, 1993, and 1992:
84
<PAGE> 92
<TABLE>
<CAPTION>
December 31,
----------------------------
1994 1993 1992
---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C>
Allowance for loan losses $ 156 $279 $302
Non-performing loans 765 277 242
Allowance as a percentage of
Non-performing loans 20.4% 100.7% 124.8%
</TABLE>
At December 31, 1994, 1993 and 1992, there were no significant
commitments to lend additional funds to borrowers whose loans were considered
nonperforming.
Tom Green National's policy is to discontinue accruing interest on
loans when principal or interest is due and remains unpaid for 90 days or
more, unless the loan is well secured and in the process of collection. Tom
Green National would have recognized additional interest income of
approximately $5,187, $6,095, and $4,084 for 1994, 1993 and 1992,
respectively, if contractual interest on these loans had been recognized.
There was no interest collected or included in income relate to these loans
in 1994, 1993 or 1992.
Based on Tom Green National Bank's loan review process, historical
loan loss experience, and economic conditions, management believes the
allowance for possible loan losses at December 31, 1994 is adequate to cover
potential losses in the loan portfolio.
The loan portfolio does not include any loans to foreign
countries, credit card loans or highly leveraged transactions loans.
NON-INTEREST INCOME
The remaining earnings of a banking institution are typically
generated through non-interest income from fees and service charges. The
following tables outline the components of this income source for the years
ended December 31, 1994, 1993, and 1992:
85
<PAGE> 93
<TABLE>
<CAPTION>
Year Ended Change
----------------------------------------------
December 31, 1994/1993 1993/1992
----------------------------------
1994 1993 1992 Amount % Amount %
---- ---- ---- ------ --- ------ ---
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Service charges -
deposit accounts $373 $339 $323 $34 10.0% $16 4.9%
Mortgage fee income 104 195 97 (91) (46.7%) 98 101.0%
Investment fee income 78 120 42 (42) (35.0%) 78 185.7%
All other fee & charge income 66 69 37 (3) (4.3%) 32 86.5%
---------------------------------------- -----
Total fee income $621 $723 $499 (102) 14.1% $224 44.9%
Securities gains or (losses) 5 12 132 (7) (58.3%) (120) (90.9%)
---------------------------------------- -----
Total non-interest income $626 $735 $631 $(109) (14.8%) $104 16.5%
======================================== =====
</TABLE>
Non-interest income has expanded significantly since 1992,
primarily the result of higher service charges, more accounts in the bank,
and mortgage fee income as lower interest rates promoted home refinancings
and new home construction and sales activity.
All "other fees and income" show a continual increase from 1992
to 1994. The primary reason for this increase can be attributed to an
overall increase in service charges on deposit accounts and investment fee
and mortgage fee income.
Overall, non-interest income increased from 1992 through 1993,
with a slight decline in 1994. Management believes this level of non-
interest income to be above its peer group averages for banks of this size
and to represent attractive sources of additional income to Tom Green
National.
86
<PAGE> 94
<TABLE>
OTHER EXPENSES
<CAPTION>
YEAR ENDED CHANGE
DECEMBER 31, PERCENTAGE PERCENTAGE
----------------------------------- ---------- ----------
1994 1993 1992 1994/1993 1993/1992
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Compensation & employee
benefits $1,242 $1,306 $881 (4.9%) 48.2%
Occupancy & equipment
expense 434 359 254 20.9% 41.3%
All other operating
expenses 842 926 845 (9.1)% 9.6%
------------------------------------
Total non-interest expense $2,518 $2,591 $1,980 (2.8)% 30.9%
====================================
</TABLE>
Total non-interest expenses (overhead) for Tom Green National over
the three year period 1992, 1993, and 1994 as a percentage of total assets
were 3.36%, 4.11% and 3.65%, respectively.
Personnel expenses were the largest contributor to the increases
in operating expenses. These expenses increased as a result of both normal
salary and compensation increases and growth in the number of personnel
during such period. Additionally, certain officers' compensation was tied to
bank performance levels, and as the bank's profitability increased
compensation expenses increased.
Equipment and occupancy expenses increased during such period with
the purchase and upgrade of equipment and the bank's opening of two new
locations.
FDIC assessments and other types of insurance related expenses are
included in the "all other expense" category. From 1992 to 1993, FDIC
assessments increased $24,443, or 19.3%, and from 1993 to 1994 FDIC
assessments increased $13,958, or 9.23%.
INCOME TAXES
A reconciliation of expected income tax expense for Tom Green
National, computed by applying the Federal statutory rate of 34% to income
before the provision for income taxes, is as follows:
87
<PAGE> 95
<TABLE>
<CAPTION>
December 31,
1994 1993 1992
-----------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C>
Federal income taxes at statutory rate $254,509 $295,397 $303,829
Less:
Tax exempt interest (49,086) (53,158) (55,075)
Bond accretion (7,154) (2,990) (6,270)
Excess of tax over book depreciation (11,055) 0 (5,827)
Excess of tax over book bad debt provision (53,731) (7,889) 0
Other 0 (1,134) 0
Add:
Tax gain on sale of securities 3,827 4,084 7,396
Excess of book over tax bad debt provision 0 0 5,390
Sec. 291 interest expense disallowed 4,491 4,263 5,747
Other 3,319 3,590 2,028
-----------------------------------------------------
Total provision for income taxes before
Alternative Minimum Tax Credit 145,120 242,164 257,218
Less Alternative Minimum Tax Credit 0 0 (6,982)
-----------------------------------------------------
Total provision for current income taxes $145,120 $242,164 $250,236
Total deferred income tax provision/benefit 69,055 6,788 1,639
Earned surplus tax benefit (6,085)
-----------------------------------------------------
Total income tax expense $214,175 $248,952 $245,790
=====================================================
</TABLE>
Tom Green National adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," during 1993. There was no
effect to the reported results of operations as a result of this adoption.
88
<PAGE> 96
<TABLE>
FINANCIAL CONDITION
LOANS
The loan portfolio constitutes the major earning asset of most
banks and typically offers the best alternative for obtaining the maximum
interest spread above the cost of funds. The overall economic strength of
any bank parallels the quality and yield of its loan portfolio. The
following table presents loans outstanding at December 31, 1994, 1993, and
1992.
<CAPTION>
December 31, 1994 December 31, 1993 December 31, 1992
----------------- ----------------- -----------------
Percent Percent Percent
Amount of Total Amount of Total Amount of Total
------ -------- ------ -------- ------ --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Commercial, financial and
agricultural $9,930 24.4% $8,989 25.1% $8,844 35.3%
Real Estate - construction 1,074 2.6 663 1.8 317 1.3
Real Estate - mortgage 20,878 51.2 15,555 43.4 12,090 48.3
Installment loans to individuals 8,695 21.3 10,336 28.8 3,336 13.3
Lease financing 161 .4 317 .9 453 1.8
-------------------------------------------------------------------------
Total loans $40,738 100% $35,860 100% $25,040 100%
=========================================================================
</TABLE>
Commercial and financial loans include loans made for agricultural
purposes other than agricultural loans that are secured by land, which are
categorized as commercial real estate loans. Commercial and residential real
estate loans include both interim construction financing and permanent
financing. Tom Green National does not have any significant lease financing
transactions.
The loan portfolio experienced an increase of $4,878,000 or 14%
from December 31, 1993 to December 31, 1994. The major portion of this
increase resulted from an increase in farmland and commercial real estate
loans. Most other loan categories were relatively constant from 1993 to
1994.
The following table sets forth the maturity composition of total
loans at December 31, 1994, December 31, 1993 and December 31, 1992.
89
<PAGE> 97
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993 December 31, 1992
----------------- ----------------- -----------------
Percent Percent Percent
of Total Amount of Total Amount of Total Amount
-------- ------ -------- ------ -------- ------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
In one year or less 69.4% $28,262 59.7% $21,404 71.9% $18,003
After one through five years 28.0 11,393 38.6 13,862 26.3 6,581
After five years .8 339 1.0 364 .9 214
Nonaccrual 1.8 744 .7 230 .9 242
----------------------------------------------------------------------
Total loans 100% $40,738 100% $35,860 100% $25,040
======================================================================
<CAPTION>
Interest Sensitivity
----------------------------------------------------------------------
December 31, 1994 December 31, 1993 December 31, 1992
----------------- ----------------- -----------------
Fixed Variable Fixed Variable Fixed Variable
Rate Rate Rate Rate Rate Rate
------ -------- ------ -------- ------ --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
In one year or less $6,647 $5,185 $7,219 $3,524 $7,017 $1,289
After one through five years 10,800 835 12,286 1,060 5,625 1,446
After five years 574 16,697 420 11,351 318 9,345
----------------------------------------------------------------------
Total loans $18,021 $22,717 $19,925 $15,935 $12,960 $12,080
======================================================================
</TABLE>
INVESTMENTS
Tom Green National's holdings of short-term investments and
scheduled maturities of investment securities serve as a source of liquidity
to meet depositor and borrower fund requirements, in addition to being a
significant element of total interest income. Tom Green National Bank has
implemented a laddered portfolio and maintains short maturity terms on all
securities purchased (majority at five years or less). Any loan growth or
depositor needs should be able to be met as a result of laddered maturities
in the bank's securities portfolio.
Since 1992, the par value of total investment securities have
grown from $18,765,000 to $20,050,893 at 1994, reflecting the growth in bank
deposits of $8,602,000 or 15.57%.
On January 1, 1994, Tom Green National adopted Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" ("SFAS 115"). Under SFAS 115, each security
is classified as either trading, available for sale or held to maturity.
Investments held to maturity are recorded as amortized cost. Securities
available for sale are recorded at their fair value. The
90
<PAGE> 98
after-tax difference between amortized cost and fair value of securities
available for sale is recorded as an unrealized gain or loss on securities and
either increased (in the case of an unrealized gain) or decreases (in the case
of an unrealized loss) total shareholders' equity. The tax impact of such
adjustment is recorded as an adjustment to the amount of the deferred tax
liability.
SECURITIES PORTFOLIO
The following table presents the composition of investment
securities allocated between held-to maturity and available-for-sale and the
change in each category for the periods presented.
<TABLE>
<CAPTION>
December 31, December 31, Change
------------------------------------
1994 1993 Amount Percent
-------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Held to Maturity:
U.S. Treasuries and agencies $8,580 $13,158 ($4,578) (34.79%)
Obligations of states and
political subdivisions 1,441 2,686 (1,245) (46.35%)
Mortgage-backed securities 0 2,915 (2,915) n/a
Corporate bonds and other 72 435 (363) (83.45%)
-------------------------------------------------------
Total investments held to maturity $10,093 $19,194 $(9,101) (47.42%)
-------------------------------------------------------
Available for sale:
U.S. Treasuries and agencies 7,845 -- 7,845 --
Obligations of states and
political subdivisions 1,360 -- 1,360 --
Mortgage-backed securities 1,067 -- 1,067 --
-------------------------------------------------------
Total investments
available for sale 10,272 -- 10,272 --
-------------------------------------------------------
Total investments $20,365 $19,194 $1,171 6.10%
=======================================================
</TABLE>
91
<PAGE> 99
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
Percent Percent Percent
Book of Total Book of Total Book of Total
Value Securities Value Securities Value Securities
-------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
U.S. government $11,211 55.98% $8,211 42.78% $7,106 30.38%
U.S. government
agencies and corporations 5,000 24.97 4,947 25.77 7,992 34.17
Municipals and other
tax-exempt 2,782 13.89 2,686 13.99 2,875 12.29
Mortgage-backed securities 963 4.81 2,915 15.19 4,284 18.32
Corporate bonds and
other<F1> 71 .35 435 2.27 1,130 4.84
-------------------------------------------------------------------------
Total Securities $20,027 100.00% $19,194 100.00% $23,387 100.00%
=========================================================================
<FN>
- ------------------------
<F1> Includes Federal Reserve Bank Stock
INVESTMENT SECURITIES - MATURITIES AND YIELDS
The following table shows the maturities and yields
for the various forms of investment securities:
<CAPTION>
December 31, 1994
Maturing
-------------------------------------------------------------------------------------------------
After one After five
In one year through through ten After ten
or less five years years years
-------------------------------------------------------------------------------------------------
Amount Yield Amount Yield Amount Yield Amount Yield
-------------------------------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. government $1,500 6.62% $9,656 5.50% $-- --% $-- --%
U.S. government
agencies & corporations 2,500 5.49% 2,500 5.88% -- -- -- --
Municipals and other
tax exempt<F1> 990 7.99% 1,745 6.71% -- -- -- --
Mortgage-backed
securities 9 5.74% -- -- -- -- 1,056 6.89%
Corporate bonds and other 71 -- -- -- -- -- -- --
-------------- ---------------- ----------- -------------
$5,070 6.33% $13,901 5.72% $0 0% $1,056 6.89%
============== ================ =========== =============
<FN>
- ---------------------
<F1> Yield presented on a tax-equivalent basis assuming a tax rate of 34%
</TABLE>
By maturity, 25.32% of the portfolio valued at par will mature
within one year, 69.41% within five years and 5.27% after 10 years.
92
<PAGE> 100
DEPOSITS
The deposit base provides the major funding source for interest
earning assets of Tom Green National. Tom Green National's average deposits
have increased during the period from December 31, 1992 to December 31, 1994.
Tom Green National's total average deposits were $62,606 at December 31,
1994, $57,066 at December 31, 1993 and $49,490 at December 31, 1992. This
represents an overall increase during these periods of 26.50%. Management
believes that demand, savings and certificates of deposit less than $100,000
represent a core base of deposits while certificates of deposits of $100,000
or more and public funds and money market accounts are more subject to
interest rate variations and, thus, are not included in the core deposit
base. The levels of core deposits were $30,141 at December 31, 1994, $28,521
at December 31, 1993, and $23,353 at December 31, 1992. This represents an
increase in core deposits during those periods of 29.07%. The following
tables indicate the mix and levels of deposits at December 31, 1994, 1993,
and 1992.
<TABLE>
<CAPTION>
December 31, 1994
-----------------
Cost of
Amount Funds Percent
------ ----- -------
(Dollars in Thousands)
<S> <C> <C> <C>
Demand and other noninterest bearing $12,880 0% 20.17%
NOW accounts 13,019 1.96% 20.39
Savings 1,741 2.00% 2.73
Money market deposit accounts 3,088 2.09% 4.84
Certificates of Deposit/IRAs:
Less than $100,000 18,792 3.94% 29.43
$100,000 or more 14,340 3.81% 22.44
------- ------
Total deposits $63,860 2.74% 100.00%
======= ======
<CAPTION>
December 31, 1993
-----------------
Cost of
Amount Funds Percent
------ ----- -------
(Dollars in Thousands)
<S> <C> <C> <C>
Demand and other noninterest bearing $8,103 0% 13.80%
NOW accounts 11,663 1.94% 19.86
Savings 1,734 1.99% 2.95
Money market deposit accounts 2,866 2.07% 4.88
Certificates of Deposit/IRAs:
Less than $100,000 20,998 3.03% 35.76
$100,000 or more 13,353 3.21% 22.75
------ ------
Total deposits $58,717 2.37% 100.00%
======= ======
</TABLE>
93
<PAGE> 101
<TABLE>
<CAPTION>
December 31, 1992
-----------------
Cost of
Amount Funds Percent
------ ----- -------
(Dollars in Thousands)
<S> <C> <C> <C>
Demand and other noninterest bearing $6,343 0% 11.48%
NOW accounts 9,123 1.50% 16.51
Savings 1,025 2.00% 1.85
Money market deposit accounts 2,950 2.06% 5.34
Certificates of Deposit/IRAs:
Less than $100,000 19,259 3.41% 34.85
$100,000 or more 16,558 3.62% 29.97
------- ------
Total deposits $55,258 2.68% 100.00%
======= ======
<CAPTION>
December 31, Percent
1994 of Total
------------ --------
(Dollars in Thousands)
<S> <C> <C>
KAT
Three months or less $ 6,026 42.02%
Over three through twelve months 7,914 55.19
Over twelve months 400 2.79
----------------------
Total $14,340 100.00%
======================
</TABLE>
LIQUIDITY AND RATE SENSITIVITY
Liquidity is the measure of Tom Green National's ability to meet
its customers' present and future deposit withdrawals or increased loan
demand without penalizing earnings. Interest rate sensitivity involves the
relationships between rate sensitive assets and liabilities and is an
indication of the probable effects of interest rate fluctuation on Tom Green
National's net interest income. Tom Green National manages both liquidity
and interest sensitivity using a static gap model and simulation model which
are both reviewed on a monthly basis by the Board of Directors.
Liquidity is provided for Tom Green National by projecting credit
demand and other financial needs and then maintaining sufficient cash and
assets readily convertible into cash to meet these projected requirements.
Tom Green National provides for its liquidity needs through core deposits,
maturing loans, scheduled maturities of U.S. Treasury notes and federal funds
sold. Cash, due from bank accounts and federal funds sold were $3,378,754 at
December 31, 1994, $4,167,539 at December 31, 1993, and $5,714,557 at
December 31, 1992. These levels represent a decline of 27.07% from 1992 to
1993 and 18.93% from 1993 to 1994; however, these levels are considered to be
adequate in view of projected liquidity needs.
94
<PAGE> 102
Interest rate-sensitive assets and liabilities are those with
yields or rates subject to change within a future time period due to maturity
or changes in market rates. An ongoing objective of the use of Tom Green
National's asset/liability models is to monitor gaps between rate-adjustable
assets and liabilities and to make sure these gaps fall within the board
approved ranges given the current interest rate market. The models are also
used to project future net interest income under a set of possible interest
rate movements. The Board of Directors reviews this information to determine
if the projected future net interest income levels would be acceptable. Tom
Green National attempts to stay within acceptable gap levels and net interest
income levels by matching as closely as possible rate-adjustable assets and
liabilities with similar maturity horizons. Management realizes, however,
that there are limits to these efforts because of relatively low loan volume
compared to the level of deposits and the need to invest in securities that
will maximum yield rather than match shorter-term interest sensitive
liabilities.
The following table reflects rate-sensitive assets and liabilities
of Tom Green National at December 31, 1994, 1993, and 1992.
95
<PAGE> 103
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Rate-Sensitive Assets:
- ---------------------
Loans less than one year $16,795 $15,555 $17,104
Investments less than one year 6,352 8,780 10,225
Federal funds less than one year 0 2,205 3,750
------- ------- -------
Total rate-sensitive assets $23,147 $26,540 $31,079
======= ======= =======
Rate-sensitive assets to
total assets 33.65% 42.20% 52.74%
Rate-Sensitive Liabilities:
- --------------------------
Savings accounts less
than one year $ 1,741 $ 1,734 $ 1,025
NOW accounts less than
one year 13,018 11,663 9,123
Money market funds
less than one year 3,089 2,866 2,950
CDs/IRAs less than one year 32,292 33,707 35,452
Federal funds purchased 405 0 0
------- ------- -------
Total rate-sensitive liabilities $50,545 $49,970 $48,550
======= ======= =======
Rate-sensitive liabilities
to total liabilities 78.67% 79.51% 82.42%
Total assets $68,789 $62,888 $58,927
Cumulative gap ($27,398) ($23,430) ($17,471)
One year cumulative gap divided
by total assets (39.83%) (37.26%) (29.65%)
</TABLE>
These interest sensitivity positions are considered acceptable by
management.
The market value of total investment securities was $19,742,860,
$19,614,390, and $23,860,313 at December 31, 1994, 1993, and 1992,
respectively.
During the periods shown, funds provided from maturities and
prepayments allowed for significant repositioning to increase the overall
quality of the portfolio and increase the percentage held in direct U.S.
government obligation. Mortgage-backed securities that had been purchased
for asset liability management purposes were replaced with more predictable
short-term government obligations.
96
<PAGE> 104
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the record date, the names
and addresses of each beneficial owner of more than 5% of Tom Green National
Common known to the Board of Directors of Tom Green National, showing the
amount and nature of such beneficial ownership and the names of each director
and executive officer of Tom Green National who owns shares of Tom Green
National Common, the number of shares of Tom Green National Common owned
beneficially by each director and executive officer, and the number of shares
of Tom Green National Common owned beneficially by all directors and
executive officers as a group. None of the shareholders listed herein would
own, on a pro forma basis giving effect to the Merger, more than 1% of the
issued and outstanding shares of Boatmen's Common.
<TABLE>
<CAPTION>
Shares of Tom Green National
Name and Address<F1> Common Beneficially Owned Percent of Class<F2>
- ---------------- ------------------------- ----------------
<S> <C> <C>
George Alexander<F3> 1,800 1.61%
Vallerie Allison<F4> 1,000 <F*>
Don Butts<F5> 200 <F*>
Carolyn Cargile<F6> 5,900 5.29%
113 North Bell
San Angelo, Texas 76903
John S. Cargile<F7> 8,360 7.50%
2304 Douglas Drive
San Angelo, Texas 76903
Dick Compton<F8> 2,500 2.24%
George H. Crownover<F9> 340 <F*>
Chris Dawson<F10> 1,000 <F*>
Lisa K. Eady<F11> 1,000 <F*>
Todd E. Huckabee<F12> 7,450 6.68%
P.O. Box 30083
San Angelo, Texas 76903
Brenda Kellermeier<F13> 1,000 <F*>
Clovis Olsak<F14> 500 <F*>
Rodney Ripple<F15> 300 <F*>
Jim Terry<F16> 1,684 1.51%
</TABLE>
97
<PAGE> 105
<TABLE>
<CAPTION>
Shares of Tom Green National
Name and Address<F1> Common Beneficially Owned Percent of Class<F2>
- ---------------- ------------------------- ----------------
<S> <C> <C>
Ben Woodward<F17> 2,700 2.42%
Directors and Executive
Officers of Tom Green
National as a Group (15
person) 35,734 32.05%
<FN>
- -------------------
<F*> Represents less than 1% of the issued and outstanding shares of
Tom Green National Common.
<F1> Addresses are provided only with respect to each beneficial owner
of more than 5% of Tom Green National Common known to the Board of
Directors of Tom Green National.
<F2> Percentages are based upon a total of 111,500 shares of Tom Green
National, which include options outstanding for 9,275 shares of
Tom Green National Common.
<F3> Mr. Alexander serves as a director of Tom Green National.
Includes 750 shares held by Alexander Construction Company and
250 shares held by Alexander Investment Group, of each of which
Mr. Green is President.
<F4> Ms. Allison serves as Vice President and Mortgage Loan Officer of
Tom Green National. Includes options to acquire 1,000 shares of
Tom Green National Common.
<F5> Mr. Butts serves as a director of Tom Green National.
<F6> Ms. Cargile serves as a director of Tom Green National.
<F7> Mr. Cargile serves as a director of Tom Green National. Includes
1,000 shares held in the name of Clara W. Cargile, Mr. Cargile's
spouse.
<F8> Ms. Compton serves as a director of Tom Green National. Shares
are held in the names of Dick and Vi Compton.
<F9> Mr. Crownover serves as a director of Tom Green National. Shares
are held in the names of George H. Crownover or Wilma M. Crownover.
<F10> Mr. Dawson serves as Senior Loan Officer of Tom Green National.
Includes options to acquire 1,000 shares of Tom Green National
Common.
<F11> Ms. Eady serves as Vice President and Investment Officer of Tom
Green National. Includes options to acquire 1,000 shares of
Tom Green National Common.
98
<PAGE> 106
<F12> Mr. Huckabee serves as President and a director of Tom Green
National. Includes options to acquire 5,275 shares of Tom Green
National Common.
<F13> Ms. Kellermeier serves as Senior Vice President and Agricultural
Lending Officer of Tom Green National. Includes options to
acquire 1,000 shares of Tom Green National Common.
<F14> Mr. Olsak serves as a director of Tom Green National.
<F15> Mr. Ripple serves as a director of Tom Green National. Includes
150 shares held by Karen A. Ripple, Mr. Ripple's wife.
<F16> Mr. Terry serves as a director of Tom Green National.
<F17> Mr. Woodward serves as a director of Tom Green National. Includes
625 shares held by each of the Ruth Starr Cargile Trust, the
Patricia Pope Cargile Trust, the Martha Carolyn Cargile Trust
and the John Stark Cargile, III Trust, each of which Mr. Woodward
serves as Trustee.
</TABLE>
FAMILY RELATIONSHIPS
Carolyn Cargile, who serves as a director of Tom Green National,
and John S. Cargile, who serves as a director of Tom Green National, are
siblings.
LEGAL OPINION
The legality of the securities offered hereby will be passed upon
by Lewis, Rice & Fingersh, L.C. Members of Lewis, Rice & Fingersh, L.C. and
attorneys employed by them owned, directly or indirectly, as of November 1,
1995, 76,995 shares of Boatmen's Common.
EXPERTS
INDEPENDENT AUDITORS FOR BOATMEN'S
The consolidated financial statements of Boatmen's incorporated by
reference in Boatmen's Annual Report (Form 10-K) for the year ended
December 31, 1994 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The supplemental consolidated financial statements of Boatmen's,
included in Boatmen's Current Report (Form 8-K) dated April 28, 1995, at
December 31, 1994 and 1993, and for each of the three years in the period
ended December 31, 1994, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference, which is based in part on the reports of
KPMG Peat Marwick LLP and Frost & Company, independent auditors. The
supplemental consolidated financial statements referred to above are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
99
<PAGE> 107
The consolidated financial statements of Fourth Financial
appearing in Fourth Financial's Annual Report (Form 10-K) for the year ended
December 31, 1994, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference which, as to the year 1992 is based in part
on the reports of Arthur Andersen LLP, Sartain Fischbein & Co., and GRA,
Thompson, White & Co., P.C., independent auditors. The financial statements
referred to above are included in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
INDEPENDENT AUDITORS FOR TOM GREEN NATIONAL
The consolidated financial statements of Tom Green National at
December 31, 1994 and for the year then ended appearing in this Proxy
Statement/Prospectus and Registration Statement have been audited by Oliver,
Rainey & Wojtek, L.L.P., independent certified public accountants, as set
forth in their report thereon appearing elsewhere herein, and are included in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
PRESENCE AT SPECIAL MEETING
Representatives of Oliver, Rainey & Wojtek, L.L.P., are expected
to be present at the Special Meeting with the opportunity to make a statement
if they desire to do so and to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Shareholder proposals for the annual meeting of Boatmen's
shareholders to be held in April 1996 must have been received by Boatmen's
not later than November 14, 1995 in order to have been considered for
inclusion in the 1996 proxy statement. Shareholder proposals must also
satisfy the requirements set forth in the Bylaws of Boatmen's described under
"COMPARISON OF SHAREHOLDER RIGHTS -- Shareholder Proposal Procedures."
Shareholder proposals for the 1997 annual meeting of Boatmen's must meet the
requirements established by the S.E.C. for shareholder proposals and must be
received by Boatmen's on a date to be determined and announced in Boatmen's
proxy statement for its 1996 annual meeting in order to be considered for
inclusion in the 1997 proxy statement. Upon receipt of any such proposal,
Boatmen's will determine whether or not to include such proposal in the proxy
statement and proxy in accordance with the S.E.C.'s regulations governing the
solicitation of proxies.
---------------
100
<PAGE> 108
TOM GREEN NATIONAL BANK
FINANCIAL STATEMENTS
F-1
<PAGE> 109
INDEPENDENT AUDITORS' REPORT
To The Audit Committee of
The Board of Directors of
Tom Green National Bank
San Angelo, Texas
We have audited the accompanying balance sheet of Tom Green
National Bank as of December 31, 1994, and the related statements of income,
stockholders' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Bank's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Tom Green
National Bank at December 31, 1994, and the results of its operations and its
cash flows for the year then ended, in conformity with generally accepted
accounting principles.
San Angelo, Texas
January 10, 1995
F-2
<PAGE> 110
<TABLE>
TOM GREEN NATIONAL BANK
BALANCE SHEETS
<CAPTION>
September 30, December 31,
1995 1994 1993
------------- ---------- ----------
(Unaudited) (Unaudited)
(In Thousands)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents
Non-interest bearing deposits
and cash $ 2,449 $ 3,379 $ 1,962
Federal funds sold 2,450 -0- 2,205
--------- ---------- ----------
Total cash and cash equivalents 4,899 3,379 4,167
--------- ---------- ----------
Certificates of deposit purchased -0- 795 995
--------- ---------- ----------
Investment securities (estimated
market value $22,027, $19,742
and $19,614 at September 30,
1995, December 31, 1994 and
1993, respectively) 22,023 20,027 19,194
--------- ---------- ----------
Loans 42,574 40,738 35,860
Less allowance for possible
loan losses (218) (156) (279)
--------- ---------- ----------
Net loans 42,356 40,582 35,581
--------- ---------- ----------
Accrued interest receivable 1,059 965 869
Premises and equipment, net 2,229 2,436 1,853
Other assets 271 460 230
--------- ---------- ----------
Total Assets $ 72,837 $ 68,644 $ 62,889
========= ========== ==========
See accompanying notes.
F-3
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 111
TOM GREEN NATIONAL BANK
BALANCE SHEETS - CONTINUED
<CAPTION>
September 30, December 31,
1995 1994 1993
------------- ---------- ----------
(Unaudited) (Unaudited)
(In Thousands, except share
and per share amounts)
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Demand and other non-interest $ 8,720 $ 9,749 $ 8,161
bearing
NOW and money market accounts 16,508 18,514 14,468
Savings 1,992 1,741 1,736
Time - $100 and over 18,053 14,340 15,116
Other time 22,203 19,516 19,236
--------- ---------- ----------
Total deposits 67,476 63,860 58,717
Federal funds purchased -0- 215 -0-
Accrued interest, taxes and
expenses 514 261 175
--------- ---------- ----------
Total liabilities 67,990 64,336 58,892
--------- ---------- ----------
STOCKHOLDERS' EQUITY
Common stock, par value $10;
150,000 shares authorized;
102,225 shares issued and
outstanding 1,022 1,022 1,022
Capital surplus 1,022 1,022 1,022
Retained earnings 2,825 2,487 1,953
Reserve for AFS gains/losses (22) (223) -0-
-------- ---------- ----------
Total stockholders' equity 4,847 4,308 3,997
--------- ---------- ----------
Total Liabilities and
Stockholders' Equity $ 72,837 $ 68,644 $ 62,889
========= ========== ==========
See accompanying notes.
</TABLE>
F-4
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 112
<TABLE>
TOM GREEN NATIONAL BANK
STATEMENTS OF INCOME
<CAPTION>
Nine Months ended
September 30, Year ended December 31,
1995 1994 1994 1993 1992
---------- ---------- ---------- ---------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(In Thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Interest Income:
Loans $ 2,659 $ 2,220 $ 2,993 $ 2,392 $ 1,971
Other Investments 179 42 107 177 254
Investment securities 824 993 1,220 1,522 1,625
--------- --------- --------- --------- ---------
Total interest income 3,662 3,255 4,320 4,091 3,850
--------- --------- --------- --------- ---------
Interest expense:
Deposits 1,655 1,114 1,499 1,370 1,606
Federal funds purchased 5 14 29 8 -0-
--------- --------- --------- --------- ---------
Total interest expense 1,660 1,128 1,528 1,378 1,606
--------- --------- --------- --------- ---------
Net interest income 2,002 2,127 2,792 2,713 2,244
Provision for possible
loan losses (114) (26) (151) -0- (28)
--------- --------- --------- --------- ---------
Net interest income
after provision for
possible loan losses 1,888 2,101 2,641 2,713 2,216
--------- --------- --------- --------- ---------
Other income:
Services charges and
fees 376 485 478 694 496
Gain on sale of
investment securities -0- -0- 5 12 161
Other operating income 71 9 143 29 (26)
--------- --------- --------- --------- ---------
Total other income 447 494 626 735 631
--------- --------- --------- --------- ---------
Other expenses:
Compensation and benefits 898 934 1,168 1,306 881
Occupancy and equipment
expense 323 323 203 359 254
Other operating expenses 633 609 1,148 926 845
--------- --------- --------- --------- ---------
Total other expenses 1,854 1,866 2,519 2,591 1,980
--------- --------- --------- --------- ---------
See accompanying notes.
F-5
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 113
TOM GREEN NATIONAL BANK
STATEMENTS OF INCOME - CONTINUED
<CAPTION>
Nine Months ended
September 30, Year ended December 31,
1995 1994 1994 1993 1992
---------- ---------- ---------- ---------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(In Thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Income before taxes $ 481 $ 729 $ 748 $ 857 $ 867
Income taxes (143) (218) (214) (249) (246)
--------- --------- --------- --------- ---------
Net income $ 338 $ 511 $ 534 $ 608 $ 621
========= ========= ========= ========= =========
Earnings per share:
Net income 3.31 5.00 5.22 5.95 6.08
========= ========= ========= ========= =========
See accompanying notes.
</TABLE>
F-6
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 114
<TABLE>
<CAPTION>
TOM GREEN NATIONAL BANK
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
AFS
Common Capital Security Retained
Stock Surplus Reserve Earnings
------- ------- -------- --------
(In Thousands)
<S> <C> <C> <C> <C>
Balance, December 31, 1991 $ 1,000 $ 1,000 $ -0- $ 724
Net income (unaudited) 621
Issuance of common stock
(unaudited) 10 10
------- ------- -------- --------
Balance, December 31, 1992
(unaudited) 1,010 1,010 -0- 1,345
Net income (unaudited) 608
Issuance of common stock
(unaudited) 12 12
------- ------- -------- --------
Balance, December 31, 1993 1,022 1,022 -0- 1,953
Net income 534
Effect of a change in
accounting principle for
adoption of SFAS No. 115,
net of tax 135
Unrealized loss on securities
available-for-sale, net
of tax (358)
------- ------- -------- --------
Balance, December 31, 1994 1,022 1,022 (223) 2,487
Net income (unaudited) 338
Unrealized gain in AFS
securities (unaudited) 201
------- ------- -------- --------
Balance, September 30, 1995
(unaudited) $ 1,022 $ 1,022 $ (22) $ 2,825
======= ======= ======== ========
See accompanying notes.
</TABLE>
F-7
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 115
<TABLE>
<CAPTION>
TOM GREEN NATIONAL BANK
STATEMENTS OF CASH FLOWS
Nine Months ended
September 30, Year ended December 31,
1995 1994 1994 1993 1992
---------- --------- --------- --------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(In Thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Operating activities
Net income $ 338 $ 511 $ 534 $ 608 $ 621
Adjustments to reconcile
net income to cash provided
by operating activities:
Depreciation and amortization 178 172 233 171 140
Provision for possible loan
losses 114 26 152 -0- 28
(Gain) loss on sale of
investment securities -0- -0- (5) (12) (161)
Provision for deferred taxes 12 (54) 69 (7) 2
(Gain) loss on sale of premises (1) -0- 1 -0- 29
Net amortization (accretion)
of premium and discount
on investment securities 126 133 177 119 11
Decrease (increase) in
accrued interest receivable (94) 30 (89) (58) (4)
Decrease (increase) in
other assets 133 (262) (113) (72) 73
Increase (decrease) in
accrued and other
liabilities 241 190 16 (140) 72
----- ---- ---- --- ----
Net cash provided by
operating activities 1,047 746 975 609 811
----- ---- ---- ---- ----
Investing activities
Maturities of certificates
of deposit -0- 995 200 -0- -0-
Purchase of investment
securities (5,300) (9,055) (9,055) (4,447) (5,727)
Purchases from sales of
investment securities 3,379 7,763 7,713 8,533 3,730
Net decrease (increase) in
Federal funds sold (2,665) 3,980 2,420 1,545 (3,000)
Net decrease (increase) in
loans (1,935) (2,420) (5,238) (10,850) (6,389)
Capital expenditures (40) (723) (820) (612) (166)
Net proceeds from sale
of premises 70 83 51 -0- -0-
</TABLE>
F-8
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 116
<TABLE>
<CAPTION>
TOM GREEN NATIONAL BANK
STATEMENTS OF CASH FLOWS
Nine Months ended
September 30, Year ended December 31,
1995 1994 1994 1993 1992
---------- --------- --------- --------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(In Thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Proceeds from sale of other
real estate and repossessions 56 41 -0- 26 51
Purchases of certificates
of deposit 795 -0- -0- (995) -0-
Recovery of bad debts 47 21 26 17 26
----- ---- ------ ----- -------
Net cash provided (used)
in investing activities (5,593) 685 (4,703) (6,783) (11,475)
----- ----- ----- ----- ------
Financing activities
Increase in deposits $3,616 $(64) $5,144 $3,458 $10,187
Issuance of common stock -0- -0- -0- 24 20
----- ---- ---- ----- ------
Net cash provided (used)
by financing activities 3,616 ( 64) 5,144 3,482 10,207
----- ----- ----- ----- ------
Net increase (decrease) in
cash and cash equivalents (930) 1,367 1,416 (2,692) (457)
Cash and cash equivalents,
beginning of period 3,379 1,962 1,963 4,654 5,111
----- ----- ----- ------ ------
Cash and cash equivalents,
end of period $2,449 $3,329 $3,379 $1,962 $ 4,654
====== ====== ====== ====== =======
Interest paid 1,569 1,219 1,516 1,327 1,654
Income taxes paid 73 175 200 415 172
Income taxes received 64 -0- -0- -0- -0-
See accompanying notes.
</TABLE>
F-9
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 117
TOM GREEN NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 (AUDITED), 1993, AND 1992 (UNAUDITED)
(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Note 1 - Summary of Significant Accounting Policies
------------------------------------------
Following is a description of the more significant accounting
policies of Tom Green National Bank (the Bank). The accounting
policies conform to generally accepted accounting principles.
Investment Securities
---------------------
Debt securities that management has the ability and intent to
hold to maturity are classified as held-to-maturity and carried
at cost, adjusted for amortization of premium and accretion of
discounts using methods approximating the interest method.
Other marketable securities are classified as available-for-
sale and are carried at fair value. Unrealized gains and
losses on securities available-for-sale are recognized as
direct increases or decreases in stockholders' equity. Cost
of securities sold is recognized using the specific
identification method. The Bank had no trading securities in
1994. (Also see note 2)
Loans
-----
Loans are stated at the amount of unpaid principal, reduced by
unearned discount and an allowance for loan losses. Interest
on installment loans is recognized as income over the terms of
the loans by the rule of 78's. In the Bank's case, this method
does not materially differ, in income recognition, from the
simple interest method. Interest on other loans is calculated
by using the simple interest method on daily balances of the
principal amount outstanding.
Loans on which the accrual of interest has been discontinued
are designated as nonaccrual loans. Accrual of interest is
discontinued on a loan when management believes, after
considering economic and business conditions and collection
efforts, that the borrower's financial condition is such that
collection of interest is doubtful. When a loan is placed on
nonaccrual status, all interest previously accrued but not
collected is reversed against current period interest income.
Income on such loans is then recognized only to the extent that
cash is received and where the future collection of principal
is probable. Interest accruals are resumed on such loans only
when they are brought fully current with respect to interest
and principal and when, in judgement of management, the loans
are estimated to be fully collectible as to both principal and
interest. (Also see Note 3).
Allowance for Loan Losses
-------------------------
The allowance for loan losses is established through a
provision for loan losses charged to expense. Loans are
charged against the allowance for loan losses when management
believes that the collectibility of the principal is unlikely.
The allowance is an amount that management believes will be
adequate to absorb possible losses on existing loans that may
become uncollectible, based on evaluation of the collectibility
of loans and prior loan loss experience. The evaluations take
into consideration such factors as changes in the nature and
volume of the loan portfolio, overall portfolio quality, review
of specific problem loans, and current economic conditions that
may affect the borrower's ability to pay.
F-10
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 118
TOM GREEN NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS-CONTINUED
DECEMBER 31, 1994 (AUDITED), 1993, AND 1992 (UNAUDITED)
(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Note 1 - Summary of Significant Accounting Policies - Continued
------------------------------------------------------
Fixed Assets
------------
Fixed assets are stated at cost less accumulated depreciation
computed on the straight-line and accelerated methods over the
estimated useful lives (ranging from 3 to 40 years) of the
assets. Major improvements are capitalized, while recurring
repairs are expensed.
Income Taxes
------------
The provision for income tax is based on amounts reported in
the statement of income (after exclusion of non-taxable income
such as interest on state and municipal securities) and
includes deferred taxes on temporary differences in the
recognition of income and expense for tax and financial
statement purposes. Deferred taxes are computed on the
liability method as prescribed in SFAS No. 109, "Accounting for
Income Taxes". The differences relate principally to
depreciation of fixed assets and the provision for loan losses.
Other Real Estate
-----------------
Real estate acquired by foreclosure is carried in other assets
at the lower of the recorded investment in the property or its
fair value. Prior to foreclosure, the value of the underlying
loan is written down to the fair market value of the real
estate to be acquired by a charge to the allowance for loan
losses, if necessary. Any subsequent write-downs are charged
against operating expenses. Operating expenses of such
properties, net of related income, are included in other
expenses. Gains and losses on their disposition are included
in other operating income.
Off-Balance-Sheet Financial Instruments
---------------------------------------
In the ordinary course of business, the Bank has entered into
off-balance-sheet financial instruments consisting of
commitments to extend credit, commercial letters of credit and
standby letters of credit. Such financial instruments are
recorded in the financial statements when they become payable
(See Notes 11 and 12).
Statement of Cash Flows
-----------------------
For the purpose of presentation in the Statement of Cash Flows,
cash and cash equivalents are defined as those amounts included
in the balance sheet caption "Cash and Due from Banks".
F-11
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 119
TOM GREEN NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS-CONTINUED
DECEMBER 31, 1994 (AUDITED), 1993, AND 1992 (UNAUDITED)
(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Note 2 - Investment Securities
---------------------
Presented below is a summary of investment securities at
December 31, 1994. The market values are based on appraisals.
Held-to-maturity
----------------
<TABLE>
<CAPTION>
Gross Gross Estimated
Carrying Unrealized Unrealized Market
Amount Gains Losses Value
-------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
U.S. Treasury securities $ 5,560 $ -0- $ 162 $5,398
U.S. governmental agencies 3,020 -0- 84 2,936
Obligations of states and
political subdivisions 1,441 2 40 1,403
Federal Reserve and
independent bank stocks 71 -0- -0- 71
------- ------ ------ ------
Totals $10,092 $ 2 $ 286 $9,808
======= ====== ====== ======
Available-for-sale
------------------
<CAPTION>
Gross Gross Estimated
Carrying Unrealized Unrealized Market
Amount Gains Losses Value
-------- ---------- ---------- --------
<S> <C> <C> <C> <C>
U.S. Treasury securities $ 5,805 $ 3 $ 158 $5,650
U.S. governmental agencies 2,039 -0- 60 1,979
Obligations of states and
political subdivisions 1,360 1 19 1,342
Collateralized mortgage
obligations 1,067 -0- 104 963
------ ------ ----- ------
Totals $10,271 $ 4 $ 341 $9,934
======= ====== ===== ======
</TABLE>
F-12
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 120
TOM GREEN NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS-CONTINUED
DECEMBER 31, 1994 (AUDITED), 1993, AND 1992 (UNAUDITED)
(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Note 2 - Investment Securities - Continued
---------------------------------
The carrying amount and estimated market value of investment
securities at December 31, 1994, by contractual maturity, are
shown below. Expected maturities will differ from contractual
maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Held-to-maturity Available-for-sale
---------------- ------------------
Estimated Estimated
Carrying Market Carrying Market
Amount Value Amount Value
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Due in one year or less $ 1,805 $1,789 $ 2,720 $2,707
Due from one year to
five years 7,961 7,700 6,485 6,264
Due from five years to
ten years -0- -0- -0- -0-
Due after ten years 256 248 1,067 963
Federal Reserve and
independent bank stocks 71 71 -0- -0-
------- ------ ------- ------
Totals $10,093 $9,808 $10,272 $9,934
======= ====== ======= ======
</TABLE>
During 1994, the Bank sold available-for-sale securities for
total proceeds of $1,506 resulting in gross realized gains of
$5 and gross realized losses of -0-.
Investment securities with a carrying amount of $6,469 at
December 31, 1994, were pledged as collateral on public deposits
and for other purposes as required by law.
Presented below is a summary of investment securities at
December 31, 1993. The market values are based on appraisals.
<TABLE>
<CAPTION>
Gross Gross Estimated
Carrying Unrealized Unrealized Market
Amount Gains Losses Value
-------- ---------- ---------- --------
<S> <C> <C> <C> <C>
U.S. Treasury securities $8,211 $243 $-0- $8,454
U.S. Agency securities 4,947 118 1 5,064
Corporate bonds 375 3 -0- 378
Municipal securities 2,686 56 -0- 2,742
Federal Reserve bank stock 60 -0- -0- 60
Collateralized mortgage
obligations 2,915 3 2 2,916
------- ------ ------ -------
Totals $19,194 $ 423 $ 3 $19,614
======= ====== ====== =======
</TABLE>
F-13
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 121
TOM GREEN NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS-CONTINUED
DECEMBER 31, 1994 (AUDITED), 1993, AND 1992 (UNAUDITED)
(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Note 2 - Investment Securities - Continued
---------------------------------
The carrying amount and estimated market value of debt
securities at December 31, 1993, by contractual maturity, are
shown below. Expected maturities will differ from contractual
maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Carrying Estimated Market
Amount Value
-------- ----------------
<S> <C> <C>
Due in one year or less $5,676 $5,807
Due after one year through five years 10,542 10,830
Federal Reserve bank stock 61 61
Collateralized mortgage obligations 2,915 2,916
------- -------
Totals $19,194 $19,614
======= =======
</TABLE>
Gross gains of $12 and gross losses of $-0- were realized on
sales of investment securities in 1993.
Investment securities with an amortized cost of $5,792 at
December 31, 1993, were pledged as collateral on public deposits
and for other purposes as required by law.
Note 3 - Loans
-----
Major classifications of loans are as follows:
<TABLE>
<CAPTION>
December 31,
-------------------------------
Major classifications of loans are 1994 1993
as follows: ---- ----
<S> <C> <C>
Commercial $9,805 $12,078
Real estate 22,031 13,129
Consumer and other 9,317 11,444
------- -------
41,153 36,651
Unearned discount (415) (791)
------- -------
40,738 35,860
Allowance for loan losses (156) (279)
------- -------
Net loans $40,582 $35,581
======= =======
</TABLE>
Loans on which the accrual of interest has been discontinued or
reduced amounted to $665 at December 31, 1994, $60 at
December 31, 1993, and $42 at December 31, 1992. If interest
on those loans had been accrued, such income would have
approximated $46 for the year ended December 31, 1994, $6 for
the year ended December 31, 1993, and $3 for the year ended
December 31, 1992.
F-14
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 122
TOM GREEN NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS-CONTINUED
DECEMBER 31, 1994 (AUDITED), 1993, AND 1992 (UNAUDITED)
(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Note 3 - Loans - Continued
-----------------
A summary of transactions in the reserve for loan losses is as
follows:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Balance - January 1, $ 279 $ 302 $ 311
Provision for loan losses 152 -0- 28
Actual charge-offs (300) (40) (63)
Recoveries 25 17 26
------- ------- -------
Balance - December 31, $ 156 279 302
======= ======= =======
</TABLE>
Note 4 - Fixed Assets
------------
Fixed assets by classification and the related accumulated
depreciation are summarized as follows:
<TABLE>
<CAPTION>
1994 Description Accumulated Book
---------------- Cost Depreciation Value
---- ------------ -----
<S> <C> <C> <C>
Land $ 266 $ -0- $ 266
Buildings 1,781 261 1,520
Furniture, automobiles
and equipment 1,340 690 650
------ ------ ------
Totals $3,387 $ 951 $2,436
</TABLE>
Depreciation expense amounted to $233 in 1994.
<TABLE>
<CAPTION>
1993 Description Accumulated Book
---------------- Cost Depreciation Value
---- ------------ -----
<S> <C> <C> <C>
Land $ 175 $-0- $ 175
Buildings 1,103 198 905
Construction in progress 307 -0- 307
Furniture, automobiles
and equipment 1,009 543 466
------- ------ ------
Totals $ 2,594 $ 741 $1,853
======= ====== ======
</TABLE>
Depreciation expense amounted to $171 in 1993.
F-15
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 123
TOM GREEN NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS-CONTINUED
DECEMBER 31, 1994 (AUDITED), 1993, AND 1992 (UNAUDITED)
(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Note 5 - Federal Income Tax
------------------
Applicable income taxes for financial reporting purposes differ
from the amount computed by applying the statutory federal
income tax rate for the reasons noted.
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Net income before federal income taxes for
financial reporting purposes $ 749 $857 $867
Increases (decreases) in taxable income
resulting from:
Tax-exempt interest income (144) (156) (162)
Excess of tax over book depreciation (33) (3) (17)
Difference between book and tax basis on
bond sales 11 12 21
Difference between book and tax basis on
asset sales 1 -0- -0-
Bond accretion, net of original issue discount (21) (9) (18)
Disallowed interest expense to carry tax-exempt
securities 13 13 17
Excess of tax over book bad debt provision (158) (23) 16
50% meals and entertainment disallowed 9 4 4
Other -0- 17 29
---- ----- ----
Taxable income 427 712 757
---- ----- ----
Effective federal income tax rate X 34 % 34 % 34 %
---- -- --
Federal income tax expense - current $ 145 $242 $257
Alternative minimum tax credit and other -0- -0- (13)
Federal income tax expense - deferred 69 7 2
---- ---- ----
Total Federal income tax expense 214 249 246
==== ==== ====
</TABLE>
Deferred income taxes applicable to the timing differences
in the years indicated are as follows:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Provision for loan losses $54 $8 $(31)
Depreciation 11 (3) 1
Bond accretion 7 2 32
Other (3) 0 0
--- --- ---
Federal income tax expense - deferred $69 $ 7 $ 2
=== === ===
</TABLE>
F-16
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 124
TOM GREEN NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS-CONTINUED
DECEMBER 31, 1994 (AUDITED), 1993, AND 1992 (UNAUDITED)
(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Note 5 - Federal Income Tax - Continued
------------------------------
Components of deferred income tax receivable (included in other
assets in the accompanying balance sheet) are as follows:
<TABLE>
<CAPTION>
December 31,
-------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Unrealized loss on available-for-sale securities $114 0 0
Allowance for loan losses 8 (61) (69)
Depreciation (84) 72 70
Bond accretion (6) 3 6
--- -- --
Federal income tax receivable - deferred $ 32 $ 14 $ 7
==== ==== ====
</TABLE>
Note 6 - Employee Benefit Plans
----------------------
Effective January 1, 1994, the Bank has a qualified salary
reduction profit-sharing plan under Section 401(k) of the
Internal Revenue Code which allows deferral of employees'
compensation. The plan covers substantially all employees of
the Bank. Under this plan, the Bank is allowed an annual
contribution to the plan at the discretion of the Board of
Directors. There were no contributions by the Bank to this
plan in the year ended December 31, 1994.
Note 7 - Stock Option Plan
-----------------
Below is a summary of the stock options granted by the Bank to
Todd Huckabee, President.
<TABLE>
<CAPTION>
Year of Number Price Per Method of
Option of Shares Share Payment
------- --------- --------- ---------
<S> <C> <C> <C>
1988 975 $ 20 Cash at closing
1989 1,125 20 Cash at closing
1990 1,090 20 Cash at closing
1991 1,085 20 Cash at closing
1992 1,090 20 Cash at closing
1993 1,085 20 Cash at closing
1994 1,050 20 Cash at closing
</TABLE>
During the terms of this agreement, any options not exercised
in the year specified may accumulate and be exercised in a
subsequent year. The options expire if not exercised by April
21, 1997 or within three months after termination of
employment of Todd Huckabee.
Options for 1,025 and 1,200 shares were exercised in 1992 and
1993, respectively. Options for 5,275 shares remain
unexercised at December 31, 1994.
F-17
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 125
TOM GREEN NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS-CONTINUED
DECEMBER 31, 1994 (AUDITED), 1993, AND 1992 (UNAUDITED)
(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Note 8 - Commitments and Contingent Liabilities
--------------------------------------
In the normal course of business, the Bank make various
commitments and incurs certain contingent liabilities that are
not presented in the accompanying financial statements. The
commitments and contingent liabilities include various
guarantees, commitments to extend credit, and standby letters
of credit. The Bank does not anticipate any material losses
as a result of these commitments and contingent liabilities
(See Note 12).
Note 9 - Related Party Transactions
--------------------------
In the ordinary course of business, the Bank makes loans to
its directors and their associates and several of its officers
and employees on substantially the same terms, including
interest rates and collateral, as those prevailing for
comparable transactions with other customers. Loans
outstanding, both direct and indirect, to directors, officers,
and employees of the Bank totaled $474 at December 31, 1994,
$557 at December 31, 1993, and $400 at December 31, 1992.
Note 10 - Building Occupancy Expense
--------------------------
Building occupancy expense consists of the following:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Taxes $ 38 $28 $19
Insurance 12 8 7
Building maintenance and repairs 8 9 8
Utilities 37 32 21
Rent (net of $12 sublease) 29 0 0
Depreciation 63 34 30
Other 16 14 10
---- ---- ----
Total $203 $185 $107
==== ==== ====
</TABLE>
Note 11 - Significant Group Concentration of Credit Risk
----------------------------------------------
All of the Bank's loans, commitments and commercial and standby
letters of credit have been granted to customers in the Bank's
market area and primarily represent agribusiness, commercial
and consumer loans. Although the bank has a diversified loan
portfolio, a substantial portion of its debtor's ability to
honor their contracts is dependent on the agribusiness
economic sector.
The Bank periodically carries certain assets with other
financial institutions which are subject to credit risk by the
amount such assets exceed the Federal Deposit Insurance
Corporation (FDIC) limit of $100,000. At December 31, 1994,
the Bank had no such assets that exceeded the FDIC credit
limit.
F-18
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 126
TOM GREEN NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS-CONTINUED
DECEMBER 31, 1994 (AUDITED), 1993, AND 1992 (UNAUDITED)
(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Note 12 - Financial Instruments With Off-Balance-Sheet Risk
-------------------------------------------------
The Bank is a party to financial instruments with off-balance-
sheet risk; (i.e., standby letters of credit and unused lines
of credit) in the normal course of business to meet the
financing needs of its customers. Those instruments involve,
to varying degrees, elements of credit risk in excess of the
amount recognized in the balance sheet. The contract or
notional amounts of those instruments reflect the extent of
involvement the Bank has in particular classes of financial
instruments.
The Bank's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument
for standby letters of credit and commitments to extend credit
is represented by the contractual notional amount of those
instruments. The Bank uses the same credit policies in making
commitments and conditional obligations as it does for on-
balance-sheet instruments.
The amounts of commitments are summarized as follows:
<TABLE>
<CAPTION>
December 31,
--------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Unused lines of credit $1,103 $3,452 $2,743
Standby letters of credit 947 335 298
----- ------ ------
Total $2,050 $3,787 $3,041
====== ====== ======
</TABLE>
Unused lines of credit are agreements to lend to a customer as
long as there is no violation of any condition established in
the contract. Commitments generally have fixed expiration
dates or other termination clauses and may require payment of
a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Bank
evaluates each customer's creditworthiness on a case-by-case
basis. The amount of the collateral obtained, if deemed
necessary by the Bank upon extension of credit, is based on
management's credit evaluation of the counterparty. Collateral
held varies but may include accounts receivable, inventory,
property, plant, and equipment and income-producing commercial
properties.
Standby letters of credit are conditional commitments issued
by the Bank to guarantee the performance of a customer to a
third party. Those guarantees are primarily issued to support
public and private borrowing arrangements including commercial
paper, bond financing, and similar transactions. The credit
risk involved is essentially the same as that involved in
extending loan facilities to customers.
The Bank holds various items as collateral supporting those
commitments for which collateral is deemed necessary; e.g.,
certificates of deposit, notes, automobiles, inventory, and
equipment. In each of these commitments, the letter of credit
is 100% collateralized.
F-19
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 127
TOM GREEN NATIONAL BANK
NOTES TO FINANCIAL STATEMENTS-CONTINUED
DECEMBER 31, 1994 (AUDITED), 1993, AND 1992 (UNAUDITED)
(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT SHARE AMOUNTS)
Note 13 - Change in Accounting Principle
------------------------------
On January 1, 1994, the Bank adopted Financial Accounting
Standards No. 115 (SFAS No. 115), "Accounting for Certain
Investments in Debt and Equity Securities." SFAS No. 115
requires entities to classify debt and equity securities as
either held-to-maturity, available-for-sale, or trading
securities. Under SFAS No. 115, held-to-maturity securities
are recorded at amortized cost; whereas available-for-sale
securities and trading securities are carried at market value.
SFAS No. 115 further requires that unrealized gains and losses
on available-for-sale securities be reported, net of tax, as
a separate component of stockholders' equity. Upon adoption
of SFAS No. 115, the Bank transferred approximately $10.9
million of equity securities to the available-for-sale
portfolio, resulting in an increase to stockholders' equity of
$136 net of applicable deferred taxes. Adoption of SFAS No.
115 had no effect on current year earnings.
F-20
OLIVER, RAINEY & WOJTEK, L.L.P.-CERTIFIED PUBLIC ACCOUNTANTS-SAN ANGELO, TEXAS
<PAGE> 128
APPENDIX A
- ------------------------------------------------------------------
- ------------------------------------------------------------------
AGREEMENT AND PLAN OF MERGER
by and between
TOM GREEN NATIONAL BANK,
a national banking association,
and
BOATMEN'S FIRST NATIONAL BANK OF AMARILLO
a national banking association,
and joined in by
BOATMEN'S BANCSHARES, INC.,
a Missouri corporation
and
BOATMEN'S TEXAS, INC.,
a Missouri corporation
Dated August 29, 1995
- ------------------------------------------------------------------
- ------------------------------------------------------------------
<PAGE> 129
<TABLE>
TABLE OF CONTENTS
-----------------
<CAPTION>
Page
----
<C> <S> <C>
ARTICLE ONE TERMS OF THE MERGER & CLOSING . . . . . . A-1
Section 1.01. The Merger. . . . . . . . . . . . . . . . A-1
Section 1.02. Merging Association . . . . . . . . . . . A-1
Section 1.03. Receiving Association . . . . . . . . . . A-1
Section 1.04. Effect of the Merger. . . . . . . . . . . A-2
Section 1.05. Conversion of Shares. . . . . . . . . . . A-2
Section 1.06. The Closing . . . . . . . . . . . . . . . A-3
Section 1.07. Closing Date. . . . . . . . . . . . . . . A-3
Section 1.08. Closing Deliveries. . . . . . . . . . . . A-3
Section 1.09. Exchange Procedures; Surrender of
Certificates. . . . . . . . . . . . . . . A-4
ARTICLE TWO REPRESENTATIONS OF TOM GREEN NATIONAL . . A-5
Section 2.01. Organization and Capital Stock. . . . . . A-5
Section 2.02. Authorization; No Defaults. . . . . . . . A-6
Section 2.03. Financial Information . . . . . . . . . . A-6
Section 2.04. Absence of Changes. . . . . . . . . . . . A-7
Section 2.05. Regulatory Enforcement Matters. . . . . . A-7
Section 2.06. Tax Matters . . . . . . . . . . . . . . . A-7
Section 2.07. Litigation. . . . . . . . . . . . . . . . A-7
Section 2.08. Employment Agreements . . . . . . . . . . A-7
Section 2.09. Reports . . . . . . . . . . . . . . . . . A-7
Section 2.10. Loan Portfolio. . . . . . . . . . . . . . A-7
Section 2.11. Employee Matters and ERISA. . . . . . . . A-8
Section 2.12. Title to Properties; Insurance. . . . . . A-9
Section 2.13. Environmental Matters . . . . . . . . . . A-9
Section 2.14. Compliance with Law . . . . . . . . . . .A-10
Section 2.15. Undisclosed Liabilities . . . . . . . . .A-10
Section 2.16. Brokerage . . . . . . . . . . . . . . . .A-10
Section 2.17. Statements True and Correct . . . . . . .A-10
ARTICLE THREE REPRESENTATIONS OF BOATMEN'S AND
BOATMEN'S-AMARILLO. . . . . . . . . . . .A-10
Section 3.01. Organization and Capital Stock. . . . . .A-11
Section 3.02. Authorization . . . . . . . . . . . . . .A-11
Section 3.03. Subsidiaries. . . . . . . . . . . . . . .A-12
Section 3.04. Financial Information . . . . . . . . . .A-12
Section 3.05. Absence of Changes. . . . . . . . . . . .A-12
Section 3.06. Litigation. . . . . . . . . . . . . . . .A-12
Section 3.07. Reports . . . . . . . . . . . . . . . . .A-12
Section 3.08. Compliance With Law . . . . . . . . . . .A-13
Section 3.09. Statements True and Correct . . . . . . .A-13
A-i
<PAGE> 130
ARTICLE FOUR AGREEMENTS OF TOM GREEN NATIONAL. . . . .A-13
Section 4.01. Business in Ordinary Course . . . . . . .A-13
Section 4.02. Breaches. . . . . . . . . . . . . . . . .A-15
Section 4.03. Submission to Shareholders. . . . . . . .A-15
Section 4.04. Consents to Contracts and Leases. . . . .A-16
Section 4.05. Conforming Accounting and Reserve
Policies; Restructuring Expenses. . . . .A-16
Section 4.06. Consummation of Agreement . . . . . . . .A-17
Section 4.07. Environmental Reports . . . . . . . . . .A-17
Section 4.08. Restriction on Resales. . . . . . . . . .A-17
Section 4.09. Access to Information . . . . . . . . . .A-18
ARTICLE FIVE AGREEMENTS OF BOATMEN'S AND
BOATMEN'S-AMARILLO. . . . . . . . . . . .A-18
Section 5.01. Regulatory Approvals and Registration
Statement . . . . . . . . . . . . . . . .A-18
Section 5.02. Breaches. . . . . . . . . . . . . . . . .A-19
Section 5.03. Consummation of Agreement . . . . . . . .A-19
Section 5.04. Stock Options . . . . . . . . . . . . . .A-19
Section 5.05. Directors and Officers' Liability
Insurance and Indemnification . . . . . .A-20
Section 5.06. Employee Benefits . . . . . . . . . . . .A-20
Section 5.07. Access to Information . . . . . . . . . .A-21
ARTICLE SIX CONDITIONS PRECEDENT TO THE MERGER. . . .A-21
Section 6.01. Conditions to Boatmen's Obligations . . .A-21
Section 6.02. Conditions to Tom Green National's
Obligations . . . . . . . . . . . . . . .A-22
ARTICLE SEVEN TERMINATION OR ABANDONMENT. . . . . . . .A-23
Section 7.01. Mutual Agreement. . . . . . . . . . . . .A-23
Section 7.02. Breach of Representations or
Agreements. . . . . . . . . . . . . . . .A-23
Section 7.03. Environmental Reports . . . . . . . . . .A-23
Section 7.04. Failure of Conditions . . . . . . . . . .A-23
Section 7.05. Approval Denial . . . . . . . . . . . . .A-23
Section 7.06. Shareholder Approval Denial . . . . . . .A-24
Section 7.07. Regulatory Enforcement Matters. . . . . .A-24
Section 7.08. Automatic Termination . . . . . . . . . .A-24
Section 7.09. Termination Fee . . . . . . . . . . . . .A-24
ARTICLE EIGHT GENERAL . . . . . . . . . . . . . . . . .A-26
Section 8.01. Confidential Information. . . . . . . . .A-26
Section 8.02. Publicity . . . . . . . . . . . . . . . .A-26
Section 8.03. Return of Documents . . . . . . . . . . .A-26
Section 8.04. Notices . . . . . . . . . . . . . . . . .A-26
Section 8.05. Liabilities . . . . . . . . . . . . . . .A-27
Section 8.06. Nonsurvival of Representations,
Warranties and Agreements . . . . . . . .A-27
Section 8.07. Entire Agreement. . . . . . . . . . . . .A-27
Section 8.08. Headings and Captions . . . . . . . . . .A-28
A-ii
<PAGE> 131
Section 8.09. Waiver, Amendment or Modification . . . .A-28
Section 8.10. Rules of Construction . . . . . . . . . .A-28
Section 8.11. Counterparts. . . . . . . . . . . . . . .A-28
Section 8.12. Successors and Assigns. . . . . . . . . .A-28
Section 8.13. Governing Law; Assignment . . . . . . . .A-28
EXHIBIT 1.08(a) - Tom Green National's Legal Opinion Matters
EXHIBIT 1.08(b) - Boatmen's Legal Opinion Matters
EXHIBIT 4.08 - Affiliates Agreements
EXHIBIT 7.09 - Index Group
</TABLE>
A-iii
<PAGE> 132
AGREEMENT AND PLAN OF MERGER
----------------------------
This is an AGREEMENT AND PLAN OF MERGER (this "Agreement") made
August 29, 1995, by and between BOATMEN'S FIRST NATIONAL BANK OF
AMARILLO ("Boatmen's-Amarillo"), a national banking association
organized under the laws of the United States, TOM GREEN NATIONAL BANK
("Tom Green National"), a national banking association organized under
the laws of the United States, and joined in by BOATMEN'S BANCSHARES,
INC., a Missouri corporation and ultimate parent corporation of
Boatmen's-Amarillo ("Boatmen's") and BOATMEN'S TEXAS, INC., a Missouri
corporation, wholly-owned subsidiary of Boatmen's and parent of
Boatmen's-Amarillo ("Boatmen's-Texas").
WHEREAS, Boatmen's-Texas desires to acquire, by merger or otherwise,
substantially all of the assets of Tom Green National, and Tom Green
National desires to transfer substantially all of its assets to
Boatmen's-Texas in exchange solely for Boatmen's Common (as defined in
Section 1.05 below); and
WHEREAS, Boatmen's-Texas is prohibited by applicable law from
directly acquiring, by merger or otherwise, the assets and liabilities
and operating the business of Tom Green National; and
WHEREAS, in order to remain in compliance with applicable law and
to meet the intention of the parties hereto, Boatmen's-Texas will, and
hereby does, direct that its subsidiary, Boatmen's-Amarillo, acquire by
merger the assets, liabilities and business of Tom Green National; and
WHEREAS, the merger contemplated hereby shall have the same effect
as though Tom Green National had merged into Boatmen's-Texas in exchange
for Boatmen's Common followed by a transfer to Boatmen's-Amarillo by
Boatmen's-Texas of all of the assets, liabilities and business of Tom
Green National received in the transaction;
NOW, THEREFORE, In consideration of the premises and the mutual
terms and provisions set forth in this Agreement, the parties agree as
follows.
ARTICLE ONE
-----------
TERMS OF THE MERGER & CLOSING
-----------------------------
SECTION 1.01. THE MERGER. In lieu of a direct merger of Tom Green
------------ ----------
National with and into Boatmen's-Texas (which is not permissible under
applicable law), and pursuant to (i) the terms and provisions of this
Agreement, (ii) direction by Boatmen's-Texas to Boatmen's-Amarillo, and
(iii) the Act of November 7, 1918, as amended, 12 U.S.C. 215a (the
"National Bank Act"), Tom Green National shall merge with and into
Boatmen's-Amarillo under the charter of the latter (the "Merger").
SECTION 1.02. MERGING ASSOCIATION. Tom Green National shall be the
------------ -------------------
merging association under the Merger, and the corporate identity and
existence of Tom Green National, separate and apart from Boatmen's-
Amarillo, shall cease on consummation of the Merger.
SECTION 1.03. RECEIVING ASSOCIATION. Boatmen's-Amarillo shall be
------------ ---------------------
the receiving association in the Merger (sometimes referred to herein as
the "Surviving Association" when reference is made as of the Effective
Time (as defined in Section 1.07 below) or thereafter). No changes in
the articles of association of Boatmen's-
A-1
<PAGE> 133
Amarillo shall be effected by the Merger, and the name of the Surviving
Association shall continue to be "Boatmen's First National Bank of Amarillo."
At the Effective Time, the articles of association of the Surviving
Association shall read in their entirety as do the articles of association
of Boatmen's-Amarillo on the date hereof.
SECTION 1.04. EFFECT OF THE MERGER. The Merger shall have all of
------------ --------------------
the effects provided by the National Bank Act and this Agreement. The
business of the Surviving Association shall be that of a national
banking association. This business shall be conducted by the Surviving
Association at its main office which shall continue to be located at
Eighth & Taylor, Amarillo, Texas, and at its legally established
branches, which shall include all of the existing locations of Tom Green
National. The present board of directors of Boatmen's-Amarillo shall
continue to serve as the Board of Directors of the Surviving Association
until the next annual meeting or until such time as their successors
have been elected and have qualified. All assets as they exist at the
Effective Time shall pass to and vest in the Surviving Association
without any conveyance or other transfer.
SECTION 1.05. CONVERSION OF SHARES.
------------ --------------------
(a) At the Effective Time, each share of common stock, par value
$10.00, of Tom Green National ("Tom Green National Common") issued and
outstanding immediately prior to the Effective Time, other than any
shares the holders of which have duly exercised and perfected their
dissenters' rights under the National Bank Act, shall be converted into
the right to receive 2.1525 shares of voting common stock, par value
$1.00 per share, of Boatmen's (the "Boatmen's Common") (together with
any cash payment in lieu of fractional shares, as provided below, the
"Merger Consideration"). No fractional shares of Boatmen's Common shall
be issued and, in lieu thereof, holders of shares of Tom Green National
Common who would otherwise be entitled to a fractional share interest in
Boatmen's Common (after taking into account all shares of Tom Green
National Common held by such holder) shall be paid an amount in cash
equal to the product of such fractional share interest and the closing
price of a share of Boatmen's Common on the Nasdaq Stock Market's
National Market (the "Nasdaq") on the business day immediately preceding
the date on which the Effective Time occurs.
(b) At the Effective Time, each share of common stock of Boatmen's-
Amarillo issued and outstanding immediately prior to the Effective Time
shall remain issued and outstanding and shall be unaffected by the
Merger. The amount of the capital stock of the Surviving Association
shall be $20,258,000, divided into 2,794,184 shares of common stock,
each of $7.25 par value.
(c) At the Effective Time, all of the shares of Tom Green National
Common, by virtue of the Merger and without any action on the part of
the holders thereof, shall no longer be outstanding and shall be
canceled and retired and shall cease to exist, and each holder of any
certificate or certificates which immediately prior to the Effective
Time represented outstanding shares of Tom Green National Common (the
"Certificates") shall thereafter cease to have any rights with respect
to such shares, except the right of such holders to receive, without
interest, the Merger Consideration upon the surrender of such
Certificate or Certificates in accordance with Section 1.09 hereof.
(d) If between the date hereof and the Effective Time a share of
Boatmen's Common shall be changed into a different number of shares of
Boatmen's Common or a different class of shares by reason of
reclassification, recapitalization, splitup, exchange of shares or
readjustment, or if a stock dividend thereon shall be declared with a
record date within such period, then the number of shares of Boatmen's
Common into which a share of Tom Green National Common will be converted
pursuant to subsection (a) above will be appropriately and
proportionately adjusted so that each shareholder of Tom Green National
shall be entitled to receive such fraction of a share or such number of
shares of Boatmen's Common as such shareholder would have received
A-2
<PAGE> 134
pursuant to such reclassification, recapitalization, splitup, exchange
of shares or readjustment or as a result of such stock dividend had the
record date therefor been immediately following the Effective Time of
the Merger.
(e) If holders of Tom Green National Common dissent from this
Agreement under the National Bank Act, any issued and outstanding shares
of Tom Green National Common held by a dissenting holder shall not be
converted as described in this Section 1.05 but from and after the
Effective Time shall represent only the right to receive such
consideration as may be determined to be due to such dissenting holder
pursuant to the National Bank Act; provided, however, that each share of
Tom Green National Common outstanding immediately prior to the Effective
Time and held by a dissenting holder who shall, after the Effective
Time, withdraw his demand for appraisal or lose his right of appraisal
shall have only such rights as are provided under the National Bank Act.
SECTION 1.06. THE CLOSING. The closing of the Merger (the
------------ -----------
"Closing") shall take place at the main offices of Boatmen's-Amarillo,
or at such other location as the parties may agree, at 10:00 A.M.
Central Time on the Closing Date described in Section 1.07 of this
Agreement.
SECTION 1.07. CLOSING DATE. At Boatmen's election, the Closing
------------ ------------
shall take place on (i) the last business day of, or (ii) the first
business day of the month following, or (iii) the last business day of
the earliest month which is the second month of a calendar quarter
following, in each case, the month during which each of the conditions
in Sections 6.01(d) and 6.02(d) is satisfied or waived by the
appropriate party or on such other date after such satisfaction or
waiver as Tom Green National, Boatmen's-Amarillo and Boatmen's may agree
(the "Closing Date"). The Merger shall be effective as of the date
specified in the Certification of Merger issued by the Comptroller of
the Currency of the United States (the "Effective Time" with respect to
the Merger), which the parties shall use their best efforts to cause to
occur on the Closing Date.
SECTION 1.08. CLOSING DELIVERIES.
------------ ------------------
(a) At the Closing, Tom Green National shall deliver to Boatmen's
and Boatmen's-Amarillo:
(i) a certified copy of the Articles of Association of Tom
Green National;
(ii) a Certificate or Certificates signed by an appropriate
officer of Tom Green National stating that, with respect to Tom
Green National, (A) each of the representations and warranties
contained in Article Two is true and correct in all material
respects at the time of the Closing with the same force and effect
as if such representations and warranties had been made at Closing,
and (B) all of the conditions set forth in Section 6.01(b) have been
satisfied or waived as provided therein;
(iii) a certified copy of the resolutions of Tom Green
National's Board of Directors and shareholders, as required for
valid approval of the execution of this Agreement and the
consummation of the Merger and the other transactions contemplated
hereby;
(iv) a certified list of the shareholders of Tom Green National
dated as of the Closing Date;
(v) Certificate of the Comptroller of the Currency, dated a
recent date, stating that Tom Green National is organized under the
laws of the United States and authorized to transact the business
of banking;
A-3
<PAGE> 135
(vi) Certificate of the Texas Controller of Public Accounts,
dated a recent date, stating that Tom Green National is in good
standing; and
(vii) a legal opinion of counsel for Tom Green National, in form
reasonably acceptable to Boatmen's counsel, opining with respect to
the matters listed on Exhibit 1.08(a) hereto.
(b) At the Closing, Boatmen's, Boatmen's-Texas and/or Boatmen's-
Amarillo, as the case may be, shall deliver to Tom Green National:
(i) a Certificate or Certificates signed by an appropriate
officer of Boatmen's, Boatmen's-Texas and Boatmen's-Amarillo stating
that (A) each of the representations and warranties contained in
Article Three is true and correct in all material respects at the
time of the Closing with the same force and effect as if such
representations and warranties had been made at Closing, and (B) all
of the conditions set forth in Section 6.02(b) and 6.02(d) (but only
with respect to approvals other than by Tom Green National's
shareholders) have been satisfied;
(ii) a certified copy of the resolutions of the Executive
Committee or Board of Directors of Boatmen's authorizing the
execution of this Agreement and the consummation of the transactions
contemplated hereby;
(iii) a certified copy of the resolutions of Boatmen's-Texas'
Board of Directors authorizing the execution of this Agreement and
the consummation of the transactions contemplated hereby;
(iv) a certified copy of the resolutions of Boatmen's-
Amarillo's Board of Directors and sole shareholder, as required for
valid approval of the execution of this Agreement and the
consummation of the transactions contemplated hereby; and
(v) a legal opinion of counsel for Boatmen's, in form
reasonably acceptable to Tom Green National's counsel, opining with
respect to the matters listed on Exhibit 1.08(b) hereto.
SECTION 1.09. EXCHANGE PROCEDURES; SURRENDER OF CERTIFICATES.
------------ ----------------------------------------------
(a) Boatmen's Trust Company, St. Louis, Missouri, shall act as
Exchange Agent in the Merger (the "Exchange Agent").
(b) As soon as reasonably practicable, and in no event more than
ten (10) business days after the Effective Time, the Exchange Agent
shall mail to each record holder of any Certificate or Certificates
whose shares were converted into the right to receive the Merger
Consideration, a letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the
Certificates shall pass, only upon proper delivery of the Certificates
to the Exchange Agent and shall be in such form and have such other
provisions as Boatmen's may reasonably specify) (each such letter, the
"Merger Letter of Transmittal") and instructions for use in effecting
the surrender of the Certificates in exchange for the Merger
Consideration. Upon surrender to the Exchange Agent of a Certificate,
together with a Merger Letter of Transmittal duly executed and any other
required documents, the holder of such Certificate shall be entitled to
receive in exchange therefor solely the Merger Consideration. No
interest on the Merger Consideration issuable upon the surrender of the
Certificates shall be paid or accrued for the benefit of holders of
Certificates. If the Merger Consideration is to be issued to a person
other than a person in whose name a surrendered Certificate is
registered, it shall be a condition of issuance that the surrendered
Certificate shall be properly endorsed or otherwise in proper form for
transfer and
A-4
<PAGE> 136
that the person requesting such issuance shall pay to the Exchange Agent
any required transfer or other taxes or establish to the satisfaction of
the Exchange Agent that such tax has been paid or is not applicable.
(c) At any time following six months after the Effective Time,
Boatmen's shall be entitled to terminate the Exchange Agent
relationship, and thereafter holders of Certificates shall be entitled
to look only to Boatmen's (subject to abandoned property, escheat or
other similar laws) with respect to the Merger Consideration issuable
upon surrender of their Certificates.
(d) No dividends that are otherwise payable on shares of Boatmen's
Common constituting the Merger Consideration shall be paid to persons
entitled to receive such shares of Boatmen's Common until such persons
surrender their Certificates. Upon such surrender, there shall be paid
to the person in whose name the shares of Boatmen's Common shall be
issued any dividends which shall have become payable with respect to
such shares of Boatmen's Common (without interest and less the amount of
taxes, if any, which may have been imposed thereon), between the
Effective Time and the time of such surrender.
ARTICLE TWO
-----------
REPRESENTATIONS OF TOM GREEN NATIONAL
-------------------------------------
Tom Green National hereby makes the following representations and
warranties:
SECTION 2.01. ORGANIZATION AND CAPITAL STOCK.
------------ ------------------------------
(a) Tom Green National is a national banking association duly
organized and validly existing under the laws of the United States and
in good standing under the laws of the State of Texas and has the
corporate power to own all of its property and assets, to incur all of
its liabilities and to carry on its business as now being conducted.
(b) The authorized capital stock of Tom Green National consists of
150,000 shares of Tom Green National Common, of which, as of the date
hereof, 102,225 shares are issued and outstanding. All of the issued
and outstanding shares of Tom Green National Common are duly and validly
issued and outstanding and are fully paid and non-assessable, except for
assessibility under 12 U.S.C. Section 55. None of the outstanding
shares of Tom Green National Common has been issued in violation of any
preemptive rights of the current or past stockholders of Tom Green
National. Except as disclosed in Section 2.01(b) of that certain
confidential writing delivered by Tom Green National to Boatmen's and
Boatmen's-Amarillo and executed by each of Tom Green National, Boatmen's
and Boatmen's-Amarillo concurrently with the delivery and execution of
this Agreement (the "Disclosure Schedule"), each Certificate
representing shares of Tom Green National Common issued by Tom Green
National in replacement of any Certificate theretofore issued by it
which was claimed by the record holder thereof to have been lost, stolen
or destroyed was issued by Tom Green National only upon receipt of an
affidavit of lost stock certificate and indemnity agreement of such
shareholder indemnifying Tom Green National against any claim that may
be made against it on account of the alleged loss, theft or destruction
of any such Certificate or the issuance of such replacement Certificate.
(c) Except as set forth in subsection 2.01(b), there are no shares
of capital stock or other equity securities of Tom Green National issued
or outstanding and, except as set forth in Section 2.01(c) of the
Disclosure Schedule, there are no outstanding options, warrants, rights
to subscribe for, calls, or commitments of any character whatsoever
relating to, or securities or rights convertible into or exchangeable
for, shares of the
A-5
<PAGE> 137
capital stock of Tom Green National or contracts, commitments,
understandings or arrangements by which Tom Green National is or may be
obligated to issue additional shares of its capital stock or options,
warrants or rights to purchase or acquire any additional shares of its
capital stock.
(d) Except as set forth in Section 2.01(d) of the Disclosure
Schedule, Tom Green National has no subsidiaries and is not a party or
a member of any partnership or joint venture and does not own any shares
of stock of, or other equity interest in, any corporation or other
business association.
SECTION 2.02. AUTHORIZATION; NO DEFAULTS. Tom Green National's
------------ --------------------------
Board of Directors has, by all appropriate action, approved this Agree-
ment and the Merger and authorized the execution hereof on its behalf by
its duly authorized officers and the performance by Tom Green National
of its obligations hereunder. Nothing in the articles of association or
bylaws of Tom Green National, as amended, or any other agreement,
instrument, decree, proceeding, law or regulation (except as
specifically referred to in or contemplated by this Agreement) by or to
which it is bound or subject would prohibit or inhibit Tom Green
National from consummating this Agreement and the Merger on the terms
and conditions herein contained. This Agreement has been duly and
validly executed and delivered by Tom Green National and constitutes a
legal, valid and binding obligation of Tom Green National, enforceable
against Tom Green National in accordance with its terms. Tom Green
National is neither in default under nor in violation of any provision
of its articles of association or incorporation, bylaws, or any
promissory note, indenture or any evidence of indebtedness or security
therefor, lease, contract, purchase or other commitment or any other
agreement which is material to Tom Green National.
SECTION 2.03. FINANCIAL INFORMATION. The audited balance sheets
------------ ---------------------
of Tom Green National as of December 31, 1994 and 1993 and related
income statements and statements of changes in shareholders' equity and
of cash flows for the three years ended December 31, 1994, together with
the notes thereto, and the unaudited balance sheets of Tom Green
National as of June 30, 1995 and June 30, 1994 and the related unaudited
income statements and statements of changes in shareholders' equity and
cash flows for the six months then ended, and the year-end and quarterly
Reports of Condition and Report of Income of Tom Green National for 1994
and June 30, 1995, as filed with the Comptroller of the Currency
(together, the "Tom Green National Financial Statements"), have been
prepared in accordance with generally accepted accounting principles
("GAAP") applied on a consistent basis (except as may be disclosed
therein and except for regulatory reporting differences required by Tom
Green National's regulatory reports) and fairly present the financial
position and the results of operations, changes in shareholders' equity
and cash flows of Tom Green National as of the dates and for the periods
indicated (subject, in the case of interim financial statements, to
normal recurring year-end adjustments, none of which will be material).
SECTION 2.04. ABSENCE OF CHANGES. Since June 30, 1995, there has
------------ ------------------
not been any material adverse change in the financial condition, the
results of operations or the business or prospects of Tom Green
National, nor have there been any events or transactions having such a
material adverse effect which should be disclosed in order to make the
Tom Green National Financial Statements not misleading. Notwithstanding
the foregoing, any actions taken or changes made by Tom Green National
pursuant to Section 4.05 hereof shall not, individually or in the
aggregate, be deemed to be a material adverse change in the financial
condition, the results of operations or the business or prospects of Tom
Green National.
SECTION 2.05. REGULATORY ENFORCEMENT MATTERS. Except as may be
------------ ------------------------------
disclosed in Section 2.05 of the Disclosure Schedule, Tom Green National
is not subject to, and has not received any notice or advice that it may
become subject to, any order, agreement, memorandum of understanding or
other regulatory enforcement action or proceeding with or by any federal or
state agency charged with the supervision or regulation of banks or bank
A-6
<PAGE> 138
holding companies or engaged in the insurance of bank deposits or
any other governmental agency having supervisory or regulatory authority
with respect to Tom Green National.
SECTION 2.06. TAX MATTERS. Tom Green National has filed all
------------ -----------
federal, state and material local tax returns due in respect of its
business and properties in a timely fashion and has paid or made
provision for all amounts due shown on such returns. All such returns
fairly reflect the information required to be presented therein. All
provisions for accrued but unpaid taxes contained in the Tom Green
National Financial Statements were made in accordance with generally
accepted accounting principles and in the aggregate do not materially
fail to provide for potential tax liabilities.
SECTION 2.07. LITIGATION. Except as may be disclosed in
------------ ----------
Section 2.07 of the Disclosure Schedule, there is no litigation, claim
or other proceeding pending or, to the knowledge of Tom Green National,
threatened, against Tom Green National, or of which the property of Tom
Green National is or would be subject.
SECTION 2.08. EMPLOYMENT AGREEMENTS. Except as may be disclosed
------------ ---------------------
in Section 2.08 of the Disclosure Schedule, Tom Green National is not a
party to or bound by any contract for the employment, retention or
engagement, or with respect to the severance, of any officer, employee,
agent, consultant or other person or entity which, by its terms, is not
terminable by Tom Green National on thirty (30) days written notice or
less without the payment of any amount by reason of such termination.
A true, accurate and complete copy of each written agreement disclosed
in Section 2.08 of the Disclosure Schedule and any and all amendments or
supplements thereto is included as an exhibit thereto.
SECTION 2.09. REPORTS. Except as may be disclosed in Section 2.09
------------ -------
of the Disclosure Schedule, Tom Green National has filed all reports and
statements, together with any amendments required to be made with
respect thereto, that it was required to file with the Comptroller of
the Currency and any other governmental authority with jurisdiction over
Tom Green National. As of their respective dates, each of such reports
and documents, including any financial statements, exhibits and
schedules thereto, complied in all material respects with the relevant
statutes, rules and regulations enforced or promulgated by the
regulatory authority with which they were filed, and did not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
SECTION 2.10. LOAN PORTFOLIO. Except as may be disclosed in
------------ --------------
Section 2.10 of the Disclosure Schedule, (i) all loans and discounts
shown on the Tom Green National Financial Statements at December 31,
1994 or which were entered into after December 31, 1994, but before the
Closing Date were and will be made in all material respects for good,
valuable and adequate consideration in the ordinary course of the
business of Tom Green National, in accordance in all material respects
with sound banking practices, and are not subject to any material known
defenses, setoffs or counterclaims, including without limitation any
such as are afforded by usury or truth in lending laws, except as may be
provided by bankruptcy, insolvency or similar laws or by general
principles of equity; (ii) the notes or other evidences of indebtedness
evidencing such loans and all forms of pledges, mortgages and other
collateral documents and security agreements are and will be, in all
material respects, enforceable, valid, true and genuine and what they
purport to be; and (iii) Tom Green National has complied and will prior
to the Closing Date comply in all material respects with all laws and
regulations relating to such loans or, to the extent there has not been
such compliance, such failure to comply will not materially interfere
with the collection of any such loan.
A-7
<PAGE> 139
SECTION 2.11. EMPLOYEE MATTERS AND ERISA.
------------ --------------------------
(a) Except as may be disclosed in Section 2.11(a) of the Disclosure
Schedule, Tom Green National has not entered into any collective
bargaining agreement with any labor organization with respect to any
group of employees of Tom Green National and to the knowledge of Tom
Green National there is no present effort nor existing proposal to
attempt to unionize any group of employees of Tom Green National.
(b) Except as may be disclosed in Section 2.11(b) of the Disclosure
Schedule, (i) Tom Green National is and has been in material compliance
with all applicable laws respecting employment and employment practices,
terms and conditions of employment and wages and hours, including,
without limitation, any such laws respecting employment discrimination
and occupational safety and health requirements, and Tom Green National
is not engaged in any unfair labor practice; (ii) there is no material
unfair labor practice complaint against Tom Green National pending or,
to the knowledge of Tom Green National, threatened before the National
Labor Relations Board; (iii) there is no labor dispute, strike, slowdown
or stoppage actually pending or, to the knowledge of Tom Green National,
threatened against or directly affecting Tom Green National; and
(iv) Tom Green National has not experienced any material work stoppage
or other material labor difficulty during the past five years.
(c) Except as may be disclosed in Section 2.11(c) of the Disclosure
Schedule, Tom Green National does not maintain, contribute to or
participate in or have any liability under any employee benefit plans,
as defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or any nonqualified employee benefit
plans or deferred compensation, bonus, stock or incentive plans, or
other employee benefit or fringe benefit programs for the benefit of
former or current employees of Tom Green National (the "Employee
Plans"). To the knowledge of Tom Green National, no present or former
employee of Tom Green National has been charged with breaching and has
not breached a fiduciary duty under any of the Employee Plans. Tom
Green National does not participate in, and has not in the past five
years participated in, nor has it any present or future obligation or
liability under, any multiemployer plan (as defined at Section 3(37) of
ERISA). Except as may be separately disclosed in Section 2.11(c) of the
Disclosure Schedule, Tom Green National does not maintain, contribute
to, or participate in, any plan that provides health, major medical,
disability or life insurance benefits to former employees of Tom Green
National.
(d) Tom Green National does not maintain, and has not maintained
for the past ten years, any Employee Plans subject to Title IV of ERISA
or Section 412 of the Code. No reportable event (as defined in
Section 4043 of ERISA) has occurred with respect to any Employee Plans
as to which a notice would be required to be filed with the Pension
Benefit Guaranty Corporation. No claim is pending, and Tom Green
National has not received notice of any threatened or imminent claim
with respect to any Employee Plan (other than a routine claim for
benefits for which plan administrative review procedures have not been
exhausted) for which Tom Green National would be liable after
December 31, 1994, except as are reflected on the Tom Green National
Financial Statements. After December 31, 1994, Tom Green National has
no liability for excise taxes under Sections 4971, 4975, 4976, 4977,
4979 or 4980B of the Internal Revenue Code of 1986, as amended (the
"Code") or for a fine under Section 502 of ERISA with respect to any
Employee Plan. All Employee Plans have in all material respects been
operated, administered and maintained in accordance with the terms
thereof and in compliance with the requirements of all applicable laws,
including, without limitation, ERISA and the Code.
SECTION 2.12. TITLE TO PROPERTIES; INSURANCE. Tom Green National
------------ ------------------------------
has good and indefeasible title, insurable at standard rates, free and
clear of all liens, charges and encumbrances (except taxes which are a
lien but not yet payable and liens, charges or encumbrances reflected in
the Tom Green National Financial Statements and easements, rights-of-
way, and other restrictions which are not material and further excepting
in the case of Other Real Estate Owned ("O.R.E.O."), as such real estate
is internally classified on the books of Tom Green
A-8
<PAGE> 140
National, rights of redemption under applicable law) to all of its real
properties. All leasehold interests for real property and any material
personal property used by Tom Green National in its business are held
pursuant to lease agreements which are valid and enforceable in accordance
with their terms. All such properties comply in all material respects with
all applicable private agreements, zoning requirements and other
governmental laws and regulations relating thereto and there are no
condemnation proceedings pending or, to the knowledge of Tom Green
National, threatened with respect to such properties. Tom Green
National has valid title or other ownership rights under licenses to all
material intangible personal or intellectual property used by Tom Green
National in its business, free and clear of any claim, defense or right
of any other person or entity which is material to such property,
subject only to rights of the licensors pursuant to applicable license
agreements, which rights do not materially adversely interfere with the
use of such property. All material insurable properties owned or held
by Tom Green National are insured by financially sound and reputable
insurers in such amounts and against fire and other risks insured
against by extended coverage and public liability insurance, as is
customary with financial institutions of similar size.
SECTION 2.13. ENVIRONMENTAL MATTERS. As used in this Agreement,
------------ ---------------------
"Environmental Laws" means all local, state and federal environmental,
health and safety laws and regulations in all jurisdictions in which Tom
Green National has done business or owned, leased or operated property,
including, without limitation, the Federal Resource Conservation and
Recovery Act, the Federal Comprehensive Environmental Response,
Compensation and Liability Act, the Federal Clean Water Act, the Federal
Clean Air Act, and the Federal Occupational Safety and Health Act.
Except as may be disclosed in Section 2.13 of the Disclosure
Schedule, neither the conduct nor operation of Tom Green National nor
any condition of any property presently or previously owned, leased or
operated by it violates or violated Environmental Laws in any respect
material to the business of Tom Green National and no condition has
existed or event has occurred with respect to it or any such property
that, with notice or the passage of time, or both, would constitute a
violation material to the business of Tom Green National of
Environmental Laws or obligate (or potentially obligate) Tom Green
National to remedy, stabilize, neutralize or otherwise alter the
environmental condition of any such property where the aggregate cost of
such actions would be material to Tom Green National. Except as may be
disclosed in Section 2.13 of the Disclosure Schedule, Tom Green National
has not received any notice from any person or entity that Tom Green
National or the operation or condition of any property ever owned,
leased or operated by it are or were in violation of any Environmental
Laws or that Tom Green National is responsible (or potentially
responsible) for remedying, or the cleanup of, any pollutants,
contaminants, or hazardous or toxic wastes, substances or materials at,
on or beneath any such property.
SECTION 2.14. COMPLIANCE WITH LAW. Tom Green National has all
------------ -------------------
licenses, franchises, permits and other governmental authorizations that
are legally required to enable it to conduct its business in all
material respects and is in compliance in all material respects with all
applicable laws and regulations.
SECTION 2.15. UNDISCLOSED LIABILITIES. Tom Green National does not
------------ -----------------------
have any material liability, whether known or unknown, whether asserted
or unasserted, whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to
become due (and there is no past or present fact, situation,
circumstance, condition or other basis for any present or future action,
suit or proceeding, hearing, charge, complaint, claim or demand against
Tom Green National giving rise to any such liability), except (i) for
liabilities set forth in the Tom Green National Financial Statements,
and (ii) as may be disclosed in Section 2.15 of the Disclosure Schedule.
A-9
<PAGE> 141
SECTION 2.16. BROKERAGE. There are no existing claims or
------------ ---------
agreements for brokerage commissions, finders' fees, or similar
compensation in connection with the transactions contemplated by this
Agreement payable by Tom Green National.
SECTION 2.17. STATEMENTS TRUE AND CORRECT. None of the information
------------ ---------------------------
supplied or to be supplied by Tom Green National for inclusion in
(i) the Registration Statement (as defined in Section 4.06), (ii) the
Proxy Statement/Prospectus (as defined in Section 4.03) and (iii) any
other documents to be filed with the Securities and Exchange Commission
("S.E.C.") or any banking or other regulatory authority in connection
with the transactions contemplated hereby will, at the respective times
such documents are filed, and, in the case of the Registration
Statement, when it becomes effective, and, with respect to the Proxy
Statement/Prospectus, when first mailed to the stockholders of Tom Green
National, be false or misleading with respect to any material fact, or
omit to state any material fact necessary in order to make the
statements therein not misleading, or, in the case of the Proxy
Statement/Prospectus or any amendment thereof or supplement thereto, at
the time of the Stockholders' Meeting (as defined in Section 4.03), be
false or misleading with respect to any material fact, or omit to state
any material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of any proxy for the
Stockholders' Meeting. All documents that Tom Green National is
responsible for filing with the S.E.C. or any other regulatory authority
in connection with the transactions contemplated hereby will comply as
to form in all material respects with the provisions of applicable law
and the applicable rules and regulations thereunder.
ARTICLE THREE
-------------
REPRESENTATIONS OF BOATMEN'S AND BOATMEN'S-AMARILLO
---------------------------------------------------
Boatmen's and Boatmen's-Amarillo hereby make the following
representations and warranties:
SECTION 3.01. ORGANIZATION AND CAPITAL STOCK.
------------ ------------------------------
(a) Boatmen's is a corporation duly incorporated, validly existing,
and in good standing under the laws of the State of Missouri with full
corporate power and authority to carry on its business as it is now
being conducted. Boatmen's-Amarillo is a national banking association
duly organized and validly existing under the laws of the United States
and in good standing under the laws of the State of Texas with full
corporate power and authority to carry on its business as it is now
being conducted.
(b) The authorized capital stock of Boatmen's consists of
(i) 200,000,000 shares of Boatmen's Common, of which, as of June 30,
1995, 129,115,302 shares were issued and outstanding, and
(ii) 10,300,000 Cumulative Preferred Shares, no par value per share, of
which 35,045 shares are designated "7% Cumulative Redeemable Preferred
Stock, Series B", $100.00 stated value per share (the "Boatmen's
Series B Preferred Stock") and 2,000,000 shares are designated "Junior
Participating Preferred Stock, Series C", no par value per share (the
"Boatmen's Series C Preferred Stock"). No shares of the Boatmen's
Series C Preferred Stock are issued and outstanding, and 11,421 shares
of the Boatmen's Series B Preferred Stock were issued and outstanding as
of June 30, 1995. All of the issued and outstanding shares of Boatmen's
Common and Boatmen's Series B Preferred Stock are duly and validly
issued and outstanding and are fully paid and non-assessable. None of
the outstanding shares of Boatmen's Common has been issued in violation
of any preemptive rights of the current or past stockholders of
Boatmen's. As of June 30, 1995, Boatmen's had outstanding options and
other rights to acquire not more than 5,052,916 shares of Boatmen's
Common and no shares of the Boatmen's Series B Preferred Stock or the
Boatmen's Series C Preferred Stock.
A-10
<PAGE> 142
(c) Boatmen's-Amarillo has authorized capital of 2,794,184 shares
of common stock, par value $7.25 per share (the "Boatmen's-Amarillo
Common"). As of the date hereof, all such shares of Boatmen's-Amarillo
Common are issued and outstanding, fully paid and non-assessable and
owned by Boatmen's-Texas.
(d) The shares of Boatmen's Common that are to be issued to the
stockholders of Tom Green National pursuant to the Merger have been duly
authorized and, when so issued in accordance with the terms of this
Agreement, will be validly issued and outstanding, fully paid and
nonassessable, with no personal liability attaching to the ownership
thereof.
SECTION 3.02. AUTHORIZATION. The Executive Committee or Board of
------------ -------------
Directors of Boatmen's, the Board of Directors of Boatmen's-Texas and
the Board of Directors of Boatmen's-Amarillo have approved this
Agreement and the Merger and authorized the execution hereof on their
behalf by their respective duly authorized officers and the performance
by such respective entity of their obligations hereunder. Nothing in
the articles of incorporation or bylaws of Boatmen's and Boatmen's-
Texas, as amended, or the articles of association or bylaws of
Boatmen's-Amarillo, as amended, or any other agreement, instrument,
decree, proceeding, law or regulation (except as specifically referred
to in or contemplated by this Agreement) by or to which either of them
or any of their subsidiaries are bound or subject would prohibit or
inhibit Boatmen's, Boatmen's-Texas or Boatmen's-Amarillo from entering
into and consummating this Agreement and the Merger on the terms and
conditions herein contained. This Agreement has been duly and validly
executed and delivered by Boatmen's, Boatmen's-Texas and Boatmen's-
Amarillo and constitutes a legal, valid and binding obligation of
Boatmen's, Boatmen's-Texas and Boatmen's-Amarillo, enforceable against
Boatmen's, Boatmen's-Texas and Boatmen's-Amarillo in accordance with its
terms, and no other corporate acts or proceedings are required to be
taken by Boatmen's, Boatmen's-Texas or Boatmen's-Amarillo to authorize
the execution, delivery and performance of this Agreement. Except for
the requisite approvals of the Comptroller of the Currency, no notice
to, filing with, authorization by, or consent or approval of, any
federal or state regulatory authority is necessary for the execution and
delivery of this Agreement or consummation of the Merger by Boatmen's or
Boatmen's-Amarillo.
SECTION 3.03. SUBSIDIARIES. Each of Boatmen's significant
------------ ------------
subsidiaries (as such term is defined under S.E.C. regulations) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the corporate power to own its
respective properties and assets, to incur its respective liabilities
and to carry on its respective business as now being conducted.
SECTION 3.04. FINANCIAL INFORMATION. The consolidated balance
------------ ---------------------
sheets of Boatmen's and its subsidiaries as of December 31, 1994 and
1993 and related consolidated statements of income, changes in
stockholders' equity and cash flows for the three years ended
December 31, 1994, together with the notes thereto, included in
Boatmen's Annual Report on Form 10-K for the year ended 1994, and the
unaudited consolidated balance sheet of Boatmen's and its subsidiaries
as of June 30, 1995 and the related unaudited consolidated income
statement for the six months then ended included in Boatmen's Quarterly
Report on Form 10-Q for the quarter then ended, as currently on file
with the S.E.C. (the "Boatmen's Financial Statements"), have been
prepared in accordance with generally accepted accounting principles
applied on a consistent basis (except as disclosed therein) and fairly
present the consolidated financial position and the consolidated results
of operations, changes in stockholders' equity and cash flows of
Boatmen's and its consolidated subsidiaries as of the dates and for the
periods indicated (subject, in the case of interim financial statements,
to normal recurring year-end adjustments, none of which will be
material).
SECTION 3.05. ABSENCE OF CHANGES. Since December 31, 1994, there has
------------ ------------------
not been any material adverse change in the financial condition, the results
of operations or the business of Boatmen's and its subsidiaries taken
A-11
<PAGE> 143
as a whole, nor have there been any events or transactions having such a
material adverse effect which should be disclosed in order to make the
Boatmen's Financial Statements not misleading.
SECTION 3.06. LITIGATION. There is no litigation, claim or other
------------ ----------
proceeding pending or, to the knowledge of Boatmen's, threatened,
against Boatmen's or any of its subsidiaries, or of which the property
of Boatmen's or any of its subsidiaries is or would be subject which if
adversely determined would have a material adverse effect on the
business of Boatmen's and its subsidiaries taken as a whole.
SECTION 3.07. REPORTS. Each of Boatmen's and its significant
------------ -------
subsidiaries has filed all reports and statements, together with any
amendments required to be made with respect thereto, that it was
required to file with (i) the S.E.C., (ii) the Board of Governors of the
Federal Reserve System, (iii) the Comptroller of the Currency, (iv) the
Federal Deposit Insurance Corporation, (v) any state securities or
banking authorities having jurisdiction, (vi) Nasdaq and (vii) any other
governmental authority with jurisdiction over Boatmen's or any of its
significant subsidiaries. As of their respective dates, each of such
reports and documents, as amended, including the financial statements,
exhibits and schedules thereto, complied in all material respects with
the relevant statutes, rules and regulations enforced or promulgated by
the regulatory authority with which they were filed and did not contain
any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
SECTION 3.08. COMPLIANCE WITH LAW. Boatmen's and its significant
------------ -------------------
subsidiaries have all licenses, franchises, permits and other gov-
ernmental authorizations that are legally required to enable them to
conduct their respective businesses in all material respects and are in
compliance in all material respects with all applicable laws and
regulations.
SECTION 3.09. STATEMENTS TRUE AND CORRECT. None of the information
------------ ---------------------------
supplied or to be supplied by Boatmen's or Boatmen's-Amarillo for
inclusion in (i) the Registration Statement (as defined in Section
4.06), (ii) the Proxy Statement/Prospectus (as defined in Section 4.03)
and (iii) any other documents to be filed with the S.E.C. or any banking
or other regulatory authority in connection with the transactions
contemplated hereby will, at the respective times such documents are
filed, and, in the case of the Registration Statement, when it becomes
effective, and, with respect to the Proxy Statement/Prospectus, when
first mailed to the stockholders of Tom Green National, be false or
misleading with respect to any material fact, or omit to state any
material fact necessary in order to make the statements therein not
misleading, or, in the case of the Proxy Statement/Prospectus or any
amendment thereof or supplement thereto, at the time of the
Stockholders' Meeting, be false or misleading with respect to any
material fact, or omit to state any material fact necessary to correct
any statement in any earlier communication with respect to the
solicitation of any proxy for the Stockholders' Meeting. All documents
that Boatmen's is responsible for filing with the S.E.C. or any other
regulatory authority in connection with the transactions contemplated
hereby will comply as to form in all material respects with the
provisions of applicable law and any rules and regulations thereunder.
A-12
<PAGE> 144
ARTICLE FOUR
------------
AGREEMENTS OF TOM GREEN NATIONAL
--------------------------------
SECTION 4.01. BUSINESS IN ORDINARY COURSE.
------------ ---------------------------
(a) Tom Green National shall not declare or pay any dividend or
make any other distribution to shareholders, whether in cash, stock or
other property, after the date of this Agreement.
(b) Tom Green National shall continue to carry on after the date
hereof its business and the discharge or incurrence of obligations and
liabilities, only in the usual, regular and ordinary course of business,
as heretofore conducted, and by way of amplification and not limitation,
Tom Green National will not, after the date of this Agreement, without
the prior written consent of Boatmen's (which shall not be unreasonably
withheld):
(i) issue any Tom Green National Common or other capital stock
or any options, warrants, or other rights to subscribe for or
purchase Tom Green National Common or any other capital stock or any
securities convertible into or exchangeable for any capital stock;
or
(ii) directly or indirectly redeem, purchase or otherwise
acquire any Tom Green National Common or any other capital stock of
Tom Green National; or
(iii) effect a reclassification, recapitalization, splitup,
exchange of shares, readjustment or other similar change in or to
any capital stock or otherwise reorganize or recapitalize; or
(iv) change its articles of association or bylaws; or
(v) grant any increase (other than ordinary and normal
increases consistent with past practices) in the compensation
payable or to become payable to officers or salaried employees,
grant any stock options or, except as required by law, adopt or make
any change in any bonus, insurance, pension, or other Employee Plan,
agreement, payment or arrangement made to, for or with any of such
officers or employees; or
(vi) except in the ordinary course of business, (A) borrow or
agree to borrow any amount of funds, or (B) directly or indirectly
guarantee or agree to guarantee any obligations of others; or
(vii) make or commit to make any new loan or letter of credit
or any new or additional discretionary advance under any existing
line of credit, in principal amounts in excess of $600,000 or that
would increase the aggregate credit outstanding to any one borrower
(or group of affiliated borrowers) to more than $600,000 (excluding
for this purpose any accrued interest or overdrafts), without the
prior written consent of Boatmen's, acting through its Executive
Vice President-Loan Administration or such other designee as
Boatmen's may give notice of to Tom Green National; or
(viii) purchase or otherwise acquire any investment security for
its own account having an average remaining life to maturity greater
than five years or any asset-backed securities other than those
issued or guaranteed by the Government National Mortgage
Association, the Federal National Mortgage Association or the
Federal Home Loan Mortgage Corporation; or
A-13
<PAGE> 145
(ix) increase or decrease the rate of interest paid on time
deposits, or on certificates of deposit, except in a manner and
pursuant to policies consistent with Tom Green National's past
practices; or
(x) enter into any agreement, contract or commitment out of
the ordinary course of business or having a term in excess of three
(3) months other than letters of credit, loan agreements, deposit
agreements, and other lending, credit and deposit agreements and
documents made in the ordinary course of business; or
(xi) except in the ordinary course of business, place on any
of its assets or properties any mortgage, pledge, lien, charge, or
other encumbrance; or
(xii) except in the ordinary course of business, cancel or
accelerate any material indebtedness owing to Tom Green National or
any claims which Tom Green National may possess or waive any
material rights with respect thereto; or
(xiii) sell or otherwise dispose of any real property or any
material amount of any tangible or intangible personal property
other than (A) properties acquired in foreclosure or otherwise in
the ordinary collection of indebtedness to Tom Green National, or
(B) securities that were held for sale by Tom Green National as of
June 30, 1995, not to exceed in the aggregate $1,000,000, provided
that the proceeds of any such sale shall not be reinvested, without
the prior written consent of Boatmen's, except in U.S. treasury
obligations having maturities of one year or less; or
(xiv) foreclose upon or otherwise take title to or possession
or control of any real property without first obtaining a phase one
environmental report thereon which indicates that the property is
free of pollutants, contaminants or hazardous or toxic waste
materials; provided, however, that Tom Green National shall not be
required to obtain such a report with respect to single family, non-
agricultural residential property of one acre or less to be
foreclosed upon unless it has reason to believe that such property
might contain any such waste materials or otherwise might be
contaminated; or
(xv) commit any act or fail to do any act which will cause a
breach of any agreement, contract or commitment and which will have
a material adverse effect on Tom Green National's business,
financial condition, or earnings; or
(xvi) violate any law, statute, rule, governmental regulation,
or order, which violation might have a material adverse effect on
Tom Green National's business, financial condition, or earnings; or
(xvii) purchase any real or personal property or make any other
capital expenditure where the amount paid or committed therefor is
in excess of $100,000, other than the exercise of the option to
purchase the property located at 337 West Twohig, San Angelo, Texas.
(c) Tom Green National shall not, without the prior written consent
of Boatmen's, engage in any transaction or take any action that would
render untrue in any material respect any of the representations and
warranties of Tom Green National contained in Article Two hereof, if
such representations and warranties were given as of the date of such
transaction or action.
(d) Tom Green National shall promptly notify Boatmen's in writing
of the occurrence of any matter or event known to and directly involving
Tom Green National, which would not include any changes in conditions
A-14
<PAGE> 146
that affect the banking industry generally, that is materially adverse
to the business, operations, properties, assets, or condition (financial
or otherwise) of Tom Green National.
(e) Tom Green National shall not, on or before the earlier of the
Closing Date or the date of termination of this Agreement, solicit or
encourage, or, subject to the fiduciary duties of its directors as
advised by counsel, hold discussions or negotiations with or provide any
information to, any person in connection with, any proposal from any
person for the acquisition of all or any substantial portion of the
business, assets, shares of Tom Green National Common or other
securities of Tom Green National. Tom Green National shall promptly
advise Boatmen's of its receipt of any such proposal or inquiry
concerning any possible such proposal, and the substance of such
proposal or inquiry.
SECTION 4.02. BREACHES. Tom Green National shall, in the event it
------------ --------
has knowledge of the occurrence, or impending or threatened occurrence,
of any event or condition which would cause or constitute a breach (or
would have caused or constituted a breach had such event occurred or
been known prior to the date hereof) of any of its representations or
agreements contained or referred to herein, give prompt written notice
thereof to Boatmen's and use its best efforts to prevent or promptly
remedy the same.
SECTION 4.03. SUBMISSION TO SHAREHOLDERS. Tom Green National shall
------------ --------------------------
cause to be duly called and held, on a date mutually selected by
Boatmen's and Tom Green National, a special meeting of the shareholders
of Tom Green National (the "Stockholders' Meeting") for submission of
this Agreement and the Merger for approval of such shareholders as
required by law. In connection with the Stockholders' Meeting, (i) Tom
Green National shall cooperate and assist Boatmen's in preparing and
filing a Proxy Statement/Prospectus (the "Proxy Statement/Prospectus")
with the S.E.C. and Tom Green National shall mail it to its
stockholders, (ii) Tom Green National shall furnish Boatmen's all
information concerning itself that Boatmen's may reasonably request in
connection with such Proxy Statement/Prospectus, and (iii) the Board of
Directors of Tom Green National shall (subject to compliance with its
fiduciary duties as advised by counsel) recommend to its stockholders
the approval of this Agreement and the Merger and use its best efforts
to obtain such stockholder approval.
SECTION 4.04. CONSENTS TO CONTRACTS AND LEASES. Tom Green National
------------ --------------------------------
shall use its best efforts to obtain all necessary consents with respect
to all interests of Tom Green National in any material leases, licenses,
contracts, instruments and rights which require the consent of another
person for their transfer or assumption pursuant to the Merger, if any.
SECTION 4.05. CONFORMING ACCOUNTING AND RESERVE POLICIES;
------------ -------------------------------------------
RESTRUCTURING EXPENSES.
----------------------
(a) Notwithstanding that Tom Green National believes that it has
established all reserves and taken all provisions for possible loan
losses required by generally accepted accounting principles and
applicable laws, rules and regulations, Tom Green National recognizes
that Boatmen's may have adopted different loan, accrual and reserve
policies (including loan classifications and levels of reserves for
possible loan losses). From and after the date of this Agreement to the
Effective Time, Tom Green National and Boatmen's shall consult and
cooperate with each other with respect to conforming, as specified in a
written notice from Boatmen's to Tom Green National, based upon such
consultation and as hereinafter provided, the loan, accrual and reserve
policies of Tom Green National to those policies of Boatmen's.
(b) In addition, from and after the date of this Agreement to the
Effective Time, Tom Green National and Boatmen's shall consult and
cooperate with each other with respect to determining, as specified in
a written notice from Boatmen's to Tom Green National, based upon such
consultation and as hereinafter provided, appropriate accruals, reserves
and charges to establish and take in respect of excess equipment write-
off or write-
A-15
<PAGE> 147
down of various assets and other appropriate charges and accounting
adjustments taking into account the parties' business plans following the
Merger.
(c) Tom Green National and Boatmen's shall consult and cooperate
with each other with respect to determining, as specified in a written
notice from Boatmen's to Tom Green National, based upon such
consultation and as hereinafter provided, the amount and the timing for
recognizing for financial accounting purposes the expenses of the Merger
and the restructuring charges related to or to be incurred in connection
with the Merger.
(d) At the request of Boatmen's, Tom Green National shall establish
and take such reserves and accruals as Boatmen's shall request to
conform Tom Green National's loan, accrual and reserve policies to
Boatmen's policies, shall establish and take such accruals, reserves and
charges in order to implement such policies in respect of excess
facilities and equipment capacity, severance costs, litigation matters,
write-off or write-down of various assets and other appropriate
accounting adjustments, and to recognize for financial accounting
purposes such expenses of the Merger and restructuring charges related
to or to be incurred in connection with the Merger, in each case at such
times as are mutually agreeable to Boatmen's and Tom Green National;
provided, however, that Tom Green National shall not be required to take
any such action that is not consistent with generally accepted
accounting principles.
(e) No accrual or other adjustment made by Tom Green National
pursuant to the provisions of this Section 4.06 shall constitute an
acknowledgment by Tom Green National or create any implication, for any
purpose, that such accrual or adjustment was necessary for any purpose
other than to comply with the provisions of this Section 4.05.
SECTION 4.06. CONSUMMATION OF AGREEMENT. Tom Green National shall
------------ -------------------------
use its best efforts to perform and fulfill all conditions and obli-
gations on its part to be performed or fulfilled under this Agreement
and to effect the Merger in accordance with the terms and provisions
hereof. Tom Green National shall furnish to Boatmen's in a timely
manner all information, data and documents in the possession of Tom
Green National requested by Boatmen's as may be required to obtain any
necessary regulatory or other approvals of the Merger or to file with
the S.E.C. a registration statement on Form S-4 (the "Registration
Statement") relating to the shares of Boatmen's Common that may be
issued to the shareholders of Tom Green National pursuant to the Merger
and this Agreement and shall otherwise cooperate fully with Boatmen's to
carry out the purpose and intent of this Agreement.
SECTION 4.07. ENVIRONMENTAL REPORTS. Tom Green National shall
------------ ---------------------
provide to Boatmen's, as soon as reasonably practical, but not later
than forty-five (45) days after the date hereof, a report ("Phase I
Report") of a phase one environmental investigation ("Phase I
Investigation") on all real property owned, leased or operated by Tom
Green National as of the date hereof (other than space in retail and
similar establishments leased by Tom Green National for automatic teller
machines) and within ten days after the acquisition or lease of any real
property acquired or leased by Tom Green National after the date hereof
(other than space in retail and similar establishments leased or
operated by Tom Green National for automatic teller machines), except as
otherwise provided in Section 4.01(b)(xiv). If required by the Phase I
Investigation in Boatmen's reasonable opinion, Boatmen's shall so notify
Tom Green National within fifteen (15) business days of Boatmen's
receipt of such Phase I Reports, and Tom Green National thereafter shall
provide to Boatmen's as soon as reasonably practicable a report ("Phase
II Report") of a phase two investigation on properties requiring such
additional study. Boatmen's shall have fifteen (15) business days from
the receipt of any Phase II Report to notify Tom Green National of any
objection to the contents of such report. Should the cost of taking all
remedial and corrective actions and measures (i) required by applicable
law, or (ii) recommended or suggested by any such Phase I Report or
Phase
A-16
<PAGE> 148
II Report or prudent in light of serious life, health or safety concerns,
in the aggregate, exceed the sum of One Hundred Thousand Dollars
($100,000) as reasonably estimated by an environmental expert retained for
such purpose by Boatmen's within ten (10) business days following receipt
of an acceptable Phase II Report and reasonably acceptable to Tom Green
National, or if the cost of such actions and measures cannot be so
reasonably estimated by such expert to be $100,000 or less with any
reasonable degree of certainty, then Boatmen's shall have the right
pursuant to Section 7.03 hereof, for a period of ten (10) business days
following receipt of such estimate or indication that the cost of such
actions and measures can not be so reasonably estimated, to terminate this
Agreement, which shall be Boatmen's sole remedy in such event.
SECTION 4.08. RESTRICTION ON RESALES. Tom Green National shall
------------ ----------------------
obtain and deliver to Boatmen's, at least 31 days prior to the Closing
Date, the signed agreement, in the form of Exhibit 4.08 hereto, of each
person who may reasonably be deemed an "affiliate" of Tom Green National
within the meaning of such term as used in Rule 145 under the Securities
Act of 1933, as amended (the "Securities Act"), regarding (i) compliance
with the provisions of such Rule 145, and (ii) compliance with the
requirements of Accounting Principles Board Opinion No. 16 regarding the
disposition of shares of Tom Green National Common or Boatmen's Common
(or reduction of risk with respect thereto) until such time as financial
results covering at least 30 days of post-Merger combined operations
have been published.
SECTION 4.09. ACCESS TO INFORMATION. Tom Green National shall
------------ ---------------------
permit Boatmen's reasonable access in a manner which will avoid undue
disruption or interference with Tom Green National's normal operations
to its properties and shall disclose and make available to Boatmen's all
books, documents, papers and records relating to its assets, stock
ownership, properties, operations, obligations and liabilities,
including, but not limited to, all books of account (including the
general ledger), tax records, minute books of directors' and
stockholders' meetings, organizational documents, material contracts and
agreements, loan files, filings with any regulatory authority,
accountants' workpapers (if available and subject to the respective
independent accountants' consent), litigation files, plans affecting
employees, and any other business activities or prospects in which
Boatmen's may have a reasonable and legitimate interest in furtherance
of the transactions contemplated by this Agreement. Tom Green National
shall deliver to Boatmen's within ten (10) business days after the date
hereof a true, accurate and complete copy of each written plan or
program disclosed in Section 2.11(c) of the Disclosure Schedule and,
with respect to each such plan or program, all (i) amendments or
supplements thereto, (ii) summary plan descriptions, (iii) lists of all
current participants and all participants with benefit entitlements,
(iv) contracts relating to plan documents, (v) actuarial valuations for
any defined benefit plan, (vi) valuations for any plan as of the most
recent date, (vii) determination letters from the Internal Revenue
Service, (viii) the most recent annual report filed with the Internal
Revenue Service, and (ix) trust agreements. Boatmen's will hold any
such information which is nonpublic in confidence in accordance with the
provisions of Section 8.01 hereof.
ARTICLE FIVE
------------
AGREEMENTS OF BOATMEN'S AND BOATMEN'S-AMARILLO
----------------------------------------------
SECTION 5.01. REGULATORY APPROVALS AND REGISTRATION STATEMENT.
------------ -----------------------------------------------
Boatmen's and/or Boatmen's-Amarillo shall file all regulatory
applications required in order to consummate the Merger, including but
not limited to the necessary applications for the prior approval of the
Comptroller of the Currency, and within thirty (30) days after the date
hereof (subject to the full cooperation of Tom Green National and its
counsel in this regard) a private ruling request with the Internal
Revenue Service regarding the federal income tax consequences of the
Merger. Boatmen's shall provide to Tom Green National a copy of such
applications and the ruling request and all correspondence pertaining
thereto contemporaneously with the filing or receipt of same. Boatmen's
shall
A-17
<PAGE> 149
file with the S.E.C. the Registration Statement relating to the shares of
Boatmen's Common to be issued to the stockholders of Tom Green National
pursuant to this Agreement and shall use its best efforts to cause the
Registration Statement to become effective. At the time the Registration
Statement becomes effective, the Registration Statement shall comply in
all material respects with the provisions of the Securities Act and the
published rules and regulations thereunder, and shall not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not false or misleading, and at the time of mailing thereof to the
stockholders of Tom Green National, at the time of the Stockholders'
Meeting and at the Effective Time the Proxy Statement/Prospectus included
as part of the Registration Statement, as amended or supplemented by any
amendment or supplement, shall not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not false or misleading. Boatmen's shall timely file
all documents required to obtain all necessary permits and approvals from
state securities agencies or authorities, if any, required to carry out
the transactions contemplated by this Agreement, shall pay all expenses
incident thereto and shall use its best efforts to obtain such permits and
approvals on a timely basis. Boatmen's shall promptly and properly
prepare and file any other filings required under the Securities Exchange
Act of 1934 (the "Exchange Act") relating to the Merger and the
transactions contemplated herein.
SECTION 5.02. BREACHES. Boatmen's shall, in the event it has
------------ --------
knowledge of the occurrence, or impending or threatened occurrence, of
any event or condition which would cause or constitute a breach (or
would have caused or constituted a breach had such event occurred or
been known prior to the date hereof) of any of its representations or
agreements contained or referred to herein, give prompt written notice
thereof to Tom Green National and use its best efforts to prevent or
promptly remedy the same.
SECTION 5.03. CONSUMMATION OF AGREEMENT. Boatmen's and Boatmen's-
------------ -------------------------
Amarillo shall use their respective best efforts to perform and fulfill
all conditions and obligations on their part to be performed or
fulfilled under this Agreement and to effect the Merger in accordance
with the terms and conditions of this Agreement.
SECTION 5.04. STOCK OPTIONS.
------------ -------------
(a) At the Effective Time, each outstanding option to purchase
shares of Tom Green National Common (a "Tom Green Stock Option") issued
pursuant to the Tom Green National Bank 1987 Incentive Stock Option Plan
(the "Stock Option Plan"), whether or not exercisable or vested, shall
be assumed by Boatmen's as hereinafter provided. Each Tom Green Stock
Option shall be deemed to constitute an option to acquire, on the same
terms and conditions as were applicable under such Tom Green Stock
Option, the same number of full shares of Boatmen's Common as the holder
of such Tom Green Stock Option would have been entitled to receive
pursuant to the Merger had such holder exercised such option in full
immediately prior to the Effective Time, at a price per share equal to
(y) the aggregate exercise price for Tom Green National Common otherwise
purchasable pursuant to such Tom Green Stock Option divided by (z) the
number of full shares of Boatmen's Common deemed purchasable pursuant to
such Tom Green Stock Option. In no event shall Boatmen's be required to
issue fractional shares of Boatmen's Common.
(b) As soon as practicable after the Effective Time, Boatmen's
shall deliver to each holder of Tom Green Stock Options appropriate
notices setting forth such holders' rights pursuant to the Stock Option
Plan, and the agreements evidencing the grants of such Tom Green Stock
Options shall continue in effect on the same terms and conditions
(subject to the conversion required by this Section 5.04 after giving
effect to the Merger and the assumption by Boatmen's as set forth
above). To the extent necessary to effectuate the provisions of this
Section
A-18
<PAGE> 150
5.04, Boatmen's may deliver new or amended agreements reflecting the terms
of each Tom Green Stock Option assumed by Boatmen's and amend the Stock
Option Plan to reflect the terms hereof.
(c) As soon as practicable after the Effective Time, Boatmen's
shall file with the S.E.C. a registration statement on an appropriate
form with respect to the shares of Boatmen's Common subject to such
options and shall use its best efforts to maintain the effectiveness of
such registration statement or registration statements (and maintain the
current status of the prospectus or prospectuses with respect thereto)
for so long as such options remain outstanding.
SECTION 5.05. DIRECTORS AND OFFICERS' LIABILITY INSURANCE AND
------------ -----------------------------------------------
INDEMNIFICATION.
---------------
(a) Following the Effective Time, Boatmen's will provide the
directors and officers of Tom Green National with the same directors'
and officers' liability insurance coverage that Boatmen's provides to
directors and officers of its other banking subsidiaries generally, and,
in addition, for a period of three (3) years will use its best efforts
to continue Tom Green National's directors' and officers' liability
insurance coverage with respect to actions occurring prior to the
Effective Time to the extent that such coverage is obtainable for an
aggregate premium not to exceed the annual premium presently being paid
by Tom Green National. If the premium of such insurance would exceed
such maximum amount, Boatmen's shall use its best efforts to procure
such level of insurance as can be obtained for a premium equal to such
maximum amount.
(b) For six (6) years after the Effective Time, Boatmen's shall
cause Boatmen's-Amarillo to indemnify, defend and hold harmless the
officers, directors, employees and agents of Tom Green National (each,
an "Indemnified Party") at the Effective Time, regardless of whether or
not such persons are employed thereafter, against all losses, expenses,
claims, damages or liabilities arising out of actions or omissions
occurring on or prior to the Effective Time (including, without
limitation, the transactions contemplated by this Agreement) to the full
extent then permitted under the National Bank Act and by Tom Green
National's articles of association or bylaws as in effect on the date
hereof, including provisions relating to advances of expenses incurred
in the defense of any action or suit.
(c) If after the Effective Time Boatmen's-Amarillo or any of its
successors or assigns (i) shall consolidate with or merge into any other
corporation or entity and shall not be the continuing or surviving bank
or entity of such consolidation or merger or (ii) shall transfer all or
substantially all of its properties and assets to any individual, bank
or other entity, then and in each such case, proper provision shall be
made so that the successors and assigns of Boatmen's-Amarillo shall
assume any remaining obligations set forth in this Section 5.05. If
Boatmen's-Amarillo shall liquidate, dissolve or otherwise wind up its
business, then Boatmen's shall indemnify, defend and hold harmless each
Indemnified Party to the same extent and on the same terms that
Boatmen's-Amarillo was so obligated pursuant to this Section 5.05.
SECTION 5.06. EMPLOYEE BENEFITS. Boatmen's shall, with respect to
------------ -----------------
each person who remains an employee of Tom Green National following the
Closing Date (each a "Continued Employee"), provide the benefits
described in this Section 5.06. Subject to the right of subsequent
amendment, modification or termination in Boatmen's sole discretion,
each Continued Employee shall be entitled, as a new employee of a
subsidiary of Boatmen's, to participate in such employee benefit plans,
as defined in Section 3(3) of ERISA, or any non-qualified employee
benefit plans or deferred compensation, stock option, bonus or incentive
plans, or other employee benefit or fringe benefit programs that may be
in effect generally for employees of all of Boatmen's subsidiaries (the
"Boatmen's Plans"), if and as a Continued Employee shall be eligible
and, if required, selected for participation therein under the terms
thereof and otherwise shall not be participating in a similar plan which
is maintained by Tom Green National after the Effective Time. Tom Green
National employees shall participate
A-19
<PAGE> 151
therein on the same basis as similarly situated employees of other
Boatmen's subsidiaries. All such participation shall be subject to the
terms of such plans as may be in effect from time to time and this Section
5.06 is not intended to give Continued Employees any rights or privileges
superior to those of other employees of Boatmen's subsidiaries. Boatmen's
may terminate or modify all Employee Plans and Boatmen's obligation under
this Section 5.06 shall not be deemed or construed so as to provide
duplication of similar benefits but, subject to that qualification,
Boatmen's shall, for purposes of vesting and any age or period of service
requirements for commencement of participation with respect to any
Boatmen's Plans in which Continued Employees may participate, credit each
Continued Employee with his or her term of service with Tom Green
National.
SECTION 5.07. ACCESS TO INFORMATION. Boatmen's shall permit Tom
------------ ---------------------
Green National reasonable access in a manner which will avoid undue
disruption or interference with Boatmen's normal operations to its
properties and shall disclose and make available to Tom Green National
all books, documents, papers and records relating to its assets, stock
ownership, properties, operations, obligations and liabilities,
including, but not limited to, all books of account (including the
general ledger), tax records, minute books of directors' and
stockholders' meetings, organizational documents, material contracts and
agreements, loan files, filings with any regulatory authority,
accountants' workpapers (if available and subject to the respective
independent accountants' consent), litigation files, plans affecting
employees, and any other business activities or prospects in which Tom
Green National may have a reasonable and legitimate interest in
furtherance of the transactions contemplated by this Agreement. Tom
Green National will hold any such information which is nonpublic in
confidence in accordance with the provisions of Section 8.01 hereof.
ARTICLE SIX
-----------
CONDITIONS PRECEDENT TO THE MERGER
----------------------------------
SECTION 6.01. CONDITIONS TO BOATMEN'S OBLIGATIONS. Boatmen's,
------------ -----------------------------------
Boatmen's-Texas' and Boatmen's-Amarillo's obligations to effect the
Merger shall be subject to the satisfaction (or waiver by Boatmen's)
prior to or on the Closing Date of the following conditions:
(a) The representations and warranties made by Tom Green National
in this Agreement shall be true in all material respects on and as of
the Closing Date with the same effect as though such representations and
warranties had been made or given on and as of the Closing Date;
(b) Tom Green National shall have performed and complied in all
material respects with all of its obligations and agreements required to
be performed prior to the Closing Date under this Agreement;
(c) No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction
or other legal restraint or prohibition preventing the consummation of
the Merger shall be in effect, nor shall any proceeding by any bank
regulatory authority or other person seeking any of the foregoing be
pending. There shall not be any action taken, or any statute, rule,
regulation or order enacted, entered, enforced or deemed applicable to
the Merger which makes the consummation of the Merger illegal;
(d) All necessary regulatory approvals, consents, authorizations
and other approvals required by law for consummation of the Merger shall
have been obtained and all waiting periods required by law shall have
expired;
A-20
<PAGE> 152
(e) Boatmen's shall have received the environmental reports
required by Section 4.07 hereof, and shall not have elected, pursuant to
Section 7.03 hereof, to terminate and cancel this Agreement;
(f) Boatmen's shall have received all documents required to be
received from Tom Green National on or prior to the Closing Date, all in
form and substance reasonably satisfactory to Boatmen's;
(g) Boatmen's shall have received an opinion letter, dated as of
the Closing Date, from Ernst & Young LLP, its independent public
accountants, to the effect that the Merger will qualify for pooling of
interests accounting treatment under Accounting Principles Board Opinion
No. 16 if closed and consummated in accordance with this Agreement;
(h) The Registration Statement shall be effective under the
Securities Act and no stop orders suspending the effectiveness of the
Registration Statement shall be in effect or proceedings for such
purpose pending before or threatened by the S.E.C; and
(i) Boatmen's shall have received a ruling of the Internal Revenue
Service to the effect that if the Merger is consummated in accordance
with the terms set forth in this Agreement, (i) the Merger will
constitute a reorganization within the meaning of Section 368(a) of the
Code; (ii) no gain or loss will be recognized by the holders of shares
of Tom Green National Common upon receipt of the Merger Consideration
(except for cash received in lieu of fractional shares); (iii) the basis
of shares of Boatmen's Common received by the shareholders of Tom Green
National will be the same as the basis of shares of Tom Green National
Common exchanged therefor; and (iv) the holding period of the shares of
Boatmen's Common received by such stockholders will include the holding
period of the shares of Tom Green National Common exchanged therefor,
provided such shares were held as capital assets as of the Effective
Time.
SECTION 6.02. CONDITIONS TO TOM GREEN NATIONAL'S OBLIGATIONS. Tom
------------ ----------------------------------------------
Green National's obligation to effect the Merger shall be subject to the
satisfaction (or waiver by Tom Green National) prior to or on the
Closing Date of the following conditions:
(a) The representations and warranties made by Boatmen's,
Boatmen's-Texas and Boatmen's-Amarillo in this Agreement shall be true
in all material respects on and as of the Closing Date with the same
effect as though such representations and warranties had been made or
given on the Closing Date;
(b) Boatmen's, Boatmen's-Texas and Boatmen's-Amarillo shall have
performed and complied in all material respects with all of their
obligations and agreements hereunder required to be performed prior to
the Closing Date under this Agreement;
(c) No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction
or other legal restraint or prohibition preventing the consummation of
the Merger shall be in effect, nor shall any proceeding by any bank
regulatory authority or other governmental agency seeking any of the
foregoing be pending. There shall not be any action taken, or any
statute, rule, regulation or order enacted, entered, enforced or deemed
applicable to the Merger which makes the consummation of the Merger
illegal;
(d) All necessary regulatory approvals, consents, authorizations
and other approvals, including the requisite approval of this Agreement
and the Merger by the shareholders of Tom Green National required by law
for consummation of the Merger shall have been obtained and all waiting
periods required by law shall have expired;
A-21
<PAGE> 153
(e) Tom Green National shall have received all documents required
to be received from Boatmen's on or prior to the Closing Date, all in
form and substance reasonably satisfactory to Tom Green National;
(f) The Registration Statement shall be effective under the
Securities Act and no stop orders suspending the effectiveness of the
Registration Statement shall be in effect or proceedings for such
purpose pending before or threatened by the S.E.C.; and
(g) Tom Green National shall have received from Boatmen's a copy
of the private letter ruling of the Internal Revenue Service
contemplated by Section 6.01(i) of this Agreement.
ARTICLE SEVEN
-------------
TERMINATION OR ABANDONMENT
--------------------------
SECTION 7.01. MUTUAL AGREEMENT. This Agreement may be terminated
------------ ----------------
by the mutual written agreement of the parties at any time prior to the
Closing Date, regardless of whether shareholder approval of this
Agreement and the Merger by the shareholders of Tom Green National shall
have been previously obtained.
SECTION 7.02. BREACH OF REPRESENTATIONS OR AGREEMENTS. In the
------------ ---------------------------------------
event that there is a material breach in any of the representations and
warranties or agreements of Boatmen's or Tom Green National, which
breach is not cured within thirty (30) days after notice to cure such
breach is given to the breaching party by the non-breaching party, then
the non-breaching party, regardless of whether shareholder approval of
this Agreement and the Merger shall have been previously obtained, may
terminate and cancel this Agreement by providing written notice of such
action to the other party hereto.
SECTION 7.03. ENVIRONMENTAL REPORTS. Boatmen's may terminate this
------------ ---------------------
Agreement to the extent provided by Section 4.07 and this Section 7.03
by giving written notice thereof to Tom Green National.
SECTION 7.04. FAILURE OF CONDITIONS. In the event that any of the
------------ ---------------------
conditions to the obligations of either party are not satisfied or
waived on or prior to the Closing Date, and if any applicable cure
period provided in Section 7.02 hereof has lapsed, then such party may,
regardless of whether shareholder approval of this Agreement and the
Merger shall have been previously obtained, terminate and cancel this
Agreement by delivery of written notice of such action to the other
party on such date.
SECTION 7.05. APPROVAL DENIAL. If any regulatory application filed
------------ ---------------
pursuant to Section 5.01 hereof should be finally denied or disapproved
by the respective regulatory authority, then this Agreement thereupon
shall be deemed terminated and canceled; provided, however, that a
request for additional information or undertaking by Boatmen's, as a
condition for approval, shall not be deemed to be a denial or
disapproval so long as Boatmen's diligently provides the requested
information or undertaking. In the event an application is denied
pending an appeal, petition for review, or similar such act on the part
of Boatmen's (hereinafter referred to as the "appeal") then the
application will be deemed denied unless Boatmen's prepares and timely
files such appeal and continues the appellate process for purposes of
obtaining the necessary approval.
SECTION 7.06. SHAREHOLDER APPROVAL DENIAL. If the Merger is not
------------ ---------------------------
approved by the requisite vote of the stockholders of Tom Green National
at the Stockholders' Meeting, then either party may terminate this
Agreement.
A-22
<PAGE> 154
SECTION 7.07. REGULATORY ENFORCEMENT MATTERS. In the event that
------------ ------------------------------
Tom Green National shall become a party or subject to any new or amended
written agreement, memorandum of understanding, cease and desist order,
imposition of civil money penalties or other regulatory enforcement
action or proceeding with any federal or state agency charged with the
supervision or regulation of banks ("Regulatory Enforcement Action")
after the date of this Agreement, then Boatmen's may terminate this
Agreement; provided, however, that Boatmen's may not terminate this
Agreement pursuant to this Section 7.07 on account of any Regulatory
Enforcement Action which, through reasonable efforts of Tom Green
National and/or Boatmen's, could be terminated on or before the Closing
Date without requiring any capital infusion to be made or other action
having a financial effect materially adverse to the financial benefits
of the Merger to Boatmen's.
SECTION 7.08. AUTOMATIC TERMINATION. If the Closing Date does not
------------ ---------------------
occur on or prior to the expiration of the first anniversary of the date
of this Agreement, then this Agreement may be terminated by either party
by giving written notice to the other.
SECTION 7.09. TERMINATION FEE.
------------ ---------------
(a) Upon the occurrence of one or more of the following events (a
"Triggering Event"), Tom Green National shall pay to Boatmen's the sum
of Four Hundred Thousand Dollars ($400,000):
(i) upon termination of this Agreement by Boatmen's upon a
breach thereof by Tom Green National (including, without limitation,
the entering into of an agreement between Tom Green National and any
third party which is inconsistent with the transactions contemplated
by this Agreement), provided that within twelve (12) months of the
date of such termination, an event described in clause (iii) or (iv)
below shall have occurred;
(ii) the failure of Tom Green National's shareholders to
approve the Merger and this Agreement at a meeting called for such
purpose; provided, however, that the failure of Tom Green National's
shareholders to approve the Merger and this Agreement at a meeting
called for such purpose shall not be deemed a Triggering Event if:
(A) the average of the daily closing prices of a share of Boatmen's
Common, as reported on Nasdaq during the period of twenty (20)
trading days ending on the second trading day immediately preceding
the date of mailing to the shareholders of Tom Green National of
notice of a meeting to vote upon this Agreement and the Merger,
together with the Proxy Statement/Prospectus relating thereto (the
"Mailing Date") (the "Boatmen's Final Price"), is less than $30.00;
and (B) the number obtained by dividing the Boatmen's Final Price
by the Boatmen's Initial Price (as defined below), is less than the
number obtained by dividing the Final Index Price (as defined below)
by the Initial Index Price (as defined below) and subtracting .20
from such quotient; or (C) within eighteen (18) months after the
date of such meeting an event described in clause (iii) or (iv)
below does not occur;
(iii) any person or group of persons (other than Boatmen's)
shall acquire, or have the right to acquire, 50% or more of the
outstanding shares of Tom Green National Common, (exclusive of any
shares of Tom Green National Common sold directly or indirectly to
such person or group of persons by Boatmen's); or
(iv) upon the entry by Tom Green National into an agreement or
other understanding with a person or group of persons (other than
Boatmen's and/or its affiliates) for such person or group of persons
to acquire, merge or consolidate with Tom Green National or to
purchase or acquire Tom Green National or all or substantially all
of Tom Green National's assets.
A-23
<PAGE> 155
(b) As used in this Section 7.09:
(i) "Person" and "group of persons" shall have the meanings
conferred thereon by Section 13(d) of the Exchange Act.
(ii) The "Index Group" shall mean all of those companies listed
on Exhibit 7.09, the common stock of which is publicly traded and
as to which there is no pending publicly announced proposal at any
time during the period of twenty (20) trading days ending at the end
of the fifth trading day immediately preceding the Closing Date for
such company to be acquired or to acquire another company in
exchange for its stock where, in such later case, such company to
be acquired would be a significant subsidiary of such acquiring
company (as such term is defined in Section 3.03 hereof). In the
event that any such company or companies are so removed from the
Index Group, the weights attributed to the remaining companies shall
be adjusted accordingly.
(iii) The "Boatmen's Initial Price" shall be the closing price
of a share of Boatmen's Common on the date of this Agreement. The
"Initial Index Price" shall mean the weighted average (weighted in
accordance with the factors listed on Exhibit 7.09) of the per share
closing prices of the common stock of the companies comprising the
Index Group, as reported on the consolidated transactions reporting
system for the market or exchange on which such common stock is
principally traded, on the date of this Agreement.
(iv) The "Final Price" of any company belonging to the Index
Group shall mean the average of the daily closing sale prices of a
share of common stock of such company, as reported in the
consolidated transaction reporting system for the market or exchange
on which such common stock is principally traded, during the period
of twenty (20) trading days ending on the end of the second trading
day immediately preceding the Mailing Date.
(v) The "Final Index Price" shall mean the weighted average
(weighted in accordance with the factors listed on Exhibit 7.09) of
the Final Prices for all of the companies comprising the Index
Group.
If Boatmen's or any company included in the Index Group declares a stock
dividend or effects a reclassification, recapitalization, split-up,
combination, exchange of shares or similar transaction between the date
of this Agreement and the end of the fifth trading day immediately
preceding the Closing Date, the closing prices for the common stock of
such company shall be appropriately adjusted for the purposes of the
definitions above so as to be comparable to the prices on the date of
this Agreement.
Tom Green National shall notify Boatmen's promptly in writing upon its
becoming aware of the occurrence of any Triggering Event.
ARTICLE EIGHT
-------------
GENERAL
-------
SECTION 8.01. CONFIDENTIAL INFORMATION. The parties acknowledge
------------ ------------------------
the confidential and proprietary nature of the "Information" (as herein
described) that has heretofore been exchanged and that will be received
from each other hereunder and agree to hold and keep, and to instruct
their respective agents, representatives, shareholders, affiliates,
employees and consultants to hold and keep, such Information
confidential. Such Information will
A-24
<PAGE> 156
include any and all financial, technical, commercial, marketing, customer
or other information concerning the business, operations and affairs of a
party that may be provided to the other, irrespective of the form of the
communications, by such party's employees or agents. Such Information
shall not include information that is or becomes generally available to
the public other than as a result of a disclosure by a party or its
representatives in violation of this Agreement. The parties agree that
the Information will be used solely for the purposes contemplated by this
Agreement and that such Information will not be disclosed to any person
other than employees and agents of a party who are directly involved in
evaluating the transaction. The Information shall not be used in any way
detrimental to a party, including use directly or indirectly in the
conduct of the other party's business or any business or enterprise in
which such party may have an interest, now or in the future, and whether
or not now in competition with such other party.
SECTION 8.02. PUBLICITY. Boatmen's and Tom Green National shall
------------ ---------
cooperate with each other in the development and distribution of all
news releases and other public disclosures concerning this Agreement and
the Merger and shall not issue any news release or make any other public
disclosure without the prior consent of the other party, unless such is
required by law upon the written advice of counsel or is in response to
published newspaper or other mass media reports regarding the
transaction contemplated hereby, in which such latter event the parties
shall consult with each other regarding such responsive public
disclosure.
SECTION 8.03. RETURN OF DOCUMENTS. Upon termination of this
------------ -------------------
Agreement without the Merger becoming effective, each party (i) shall
deliver to the other originals and all copies of all Information made
available to such party, (ii) will not retain any copies, extracts or
other reproductions in whole or in part of such Information, and
(iii) will destroy all memoranda, notes and other writings prepared by
either party based on the Information.
SECTION 8.04. NOTICES. Any notice or other communication shall be
------------ -------
in writing and shall be deemed to have been given or made on the date of
delivery, in the case of hand delivery, or three (3) business days after
deposit in the United States Registered Mail, postage prepaid, or upon
receipt if transmitted by facsimile telecopy or any other means,
addressed (in any case) as follows:
(a) if to Boatmen's:
Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63102
Attention: Mr. Gregory L. Curl
Facsimile: 314/466-5645
with a copy to:
Lewis, Rice & Fingersh, L.C.
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
Attention: Thomas C. Erb, Esq.
Facsimile: 314/241-6056
and
A-25
<PAGE> 157
(b) if to Tom Green National:
Tom Green National Bank
2302 Pulliam Street
San Angelo, Texas 76903
Attention: Mr. Todd E. Huckabee
Facsimile: 915/658-3775
with copies to:
Jenkens & Gilchrist, P.C.
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
Attention: Charles E. Greef, Esq.
Facsimile: 214/855-4300
or to such other address as any party may from time to time designate by
notice to the others.
SECTION 8.05. LIABILITIES. In the event that this Agreement is
------------ -----------
terminated pursuant to the provisions of Article Seven hereof, no party
hereto shall have any liability to any other party for costs, expenses,
damages or otherwise; provided, however, that, notwithstanding the fore-
going, in the event that this Agreement is terminated pursuant to
Section 7.02 hereof on account of a willful breach of any of the
representations and warranties set forth herein or any breach of any of
the agreements set forth herein, then the non-breaching party shall be
entitled to recover appropriate damages from the breaching party.
SECTION 8.06. NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND
------------ ----------------------------------------------
AGREEMENTS. Except for, and as provided in, this Section 8.06, no
- ----------
representation, warranty or agreement contained in this Agreement shall
survive the Effective Time or the earlier termination of this Agreement.
The agreements set forth in Sections 1.09, 5.05 and 5.06 shall survive
the Effective Time and the agreements set forth in Sections 7.09, 8.01,
8.02, 8.03 and 8.05 shall survive the Effective Time or the earlier
termination of this Agreement.
SECTION 8.07. ENTIRE AGREEMENT. This Agreement constitutes the
------------ ----------------
entire agreement between the parties and supersedes and cancels any and
all prior discussions, negotiations, undertakings, agreements in
principle and other agreements between the parties relating to the
subject matter hereof.
SECTION 8.08. HEADINGS AND CAPTIONS. The captions of Articles and
------------ ---------------------
Sections hereof are for convenience only and shall not control or affect
the meaning or construction of any of the provisions of this Agreement.
SECTION 8.09. WAIVER, AMENDMENT OR MODIFICATION. The conditions
------------ ---------------------------------
of this Agreement that may be waived may only be waived by notice to the
other party waiving such condition. The failure of any party at any
time or times to require performance of any provision hereof shall in no
manner affect the right at a later time to enforce the same. This
Agreement may be amended or modified by the parties hereto, at any time
before or after approval of the Agreement by the shareholders of Tom
Green National; provided, however, that after any such approval no such
amendment or modification shall alter the amount or change the form of
the Merger Consideration contemplated by this Agreement to be received
by shareholders of Tom Green National or alter or change any of the
terms of this Agreement if such alteration or change would adversely
affect the holders of Tom Green National Common. This Agreement may not
be amended or modified except by a written document duly executed by the
parties hereto.
A-26
<PAGE> 158
SECTION 8.10. RULES OF CONSTRUCTION. Unless the context otherwise
------------ ---------------------
requires: (a) a term has the meaning assigned to it; (b) an accounting
term not otherwise defined has the meaning assigned to it in accordance
with generally accepted accounting principles; (c) "or" is not
exclusive; and (d) words in the singular may include the plural and in
the plural include the singular.
SECTION 8.11. COUNTERPARTS. This Agreement may be executed in two
------------ ------------
or more counterparts, each of which shall be deemed an original and all
of which shall be deemed one and the same instrument.
SECTION 8.12. SUCCESSORS AND ASSIGNS. This Agreement shall be
------------ ----------------------
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. There shall be no third party
beneficiaries hereof.
SECTION 8.13. GOVERNING LAW; ASSIGNMENT. This Agreement shall be
------------ -------------------------
governed by the laws of the State of Missouri, except to the extent that
the National Bank Act and other laws of the United States and applicable
federal regulations must govern aspects of the Merger. This Agreement
may not be assigned by any of the parties hereto.
[SIGNATURE LINES FOLLOW ON NEXT PAGE]
A-27
<PAGE> 159
IN WITNESS WHEREOF, the parties hereto have duly executed and sealed
this Agreement as of the day and year first above written, and, with
respect to Tom Green National and Boatmen's-Amarillo, set by its
President and attested to by its Cashier or Secretary, pursuant to a
resolution of its board of directors, acting by a majority and the
signatures of a majority of each of its board of directors.
TOM GREEN NATIONAL BANK
[SEAL]
By: /s/ Todd E. Huckabee
-------------------------------------------------
Todd E. Huckabee
President and Chief Executive Officer
ATTEST:
/s/ Shalor Townzen
- ----------------------
Shalor Townzen
Cashier
/s/ George Alexander
---------------------------------------------------
George Alexander
/s/ Don Butts
---------------------------------------------------
Don Butts
/s/ Carolyn Cargile
---------------------------------------------------
Carolyn Cargile
/s/ John S. Cargile
---------------------------------------------------
John S. Cargile
/s/ Dick Compton
---------------------------------------------------
Dick Compton
/s/ George H. Crownover
---------------------------------------------------
George H. Crownover
/s/ Todd E. Huckabee
---------------------------------------------------
Todd E. Huckabee
A-28
<PAGE> 160
/s/ Clovis Olsak
---------------------------------------------------
Clovis Olsak
/s/ Rodney Ripple
---------------------------------------------------
Rodney Ripple
/s/ Jim Terry
---------------------------------------------------
Jim Terry
/s/ Ben Woodward
---------------------------------------------------
Ben Woodward
DIRECTORS OF TOM GREEN NATIONAL BANK
A-29
<PAGE> 161
BOATMEN'S FIRST NATIONAL BANK OF AMARILLO
[SEAL]
By: /s/ Donald E. Powell
-------------------------------------------------
Donald E. Powell
President and Chief Executive Officer
ATTEST:
/s/ Jim C. Wilhite
- ------------------------
Jim C. Wilhite
Secretary
---------------------------------------------------
W. H. Attebury
/s/ Bert Ballengee
---------------------------------------------------
Bert Ballengee
---------------------------------------------------
Danny Conklin
/s/ Don T. Curtis
---------------------------------------------------
Don T. Curtis
/s/ Gene Edwards
---------------------------------------------------
Gene Edwards
/s/ Carl Hare
---------------------------------------------------
Carl Hare
/s/ Bill Helton
---------------------------------------------------
Bill Helton
/s/ John Logsdon
---------------------------------------------------
John Logsdon
A-30
<PAGE> 162
/s/ Wales H. Madden, Jr.
---------------------------------------------------
Wales H. Madden, Jr.
/s/ John C. Maynard
---------------------------------------------------
John C. Maynard
/s/ Jay J. O'Brien
---------------------------------------------------
Jay J. O'Brien
/s/ Patrick Oles
---------------------------------------------------
Patrick Oles
/s/ Donald E. Powell
---------------------------------------------------
Donald E. Powell
---------------------------------------------------
J. Avery Rush, Jr.
---------------------------------------------------
John M. Shelton, III
/s/ A. C. Smith
---------------------------------------------------
A. C. Smith
/s/ Ray A. Snead, Jr.
---------------------------------------------------
Ray A. Snead, Jr.
/s/ Wayne P. Sturdivant
---------------------------------------------------
Wayne P. Sturdivant
/s/ Irvin Wall
---------------------------------------------------
Irvin Wall
DIRECTORS OF BOATMEN'S FIRST NATIONAL BANK OF
AMARILLO
A-31
<PAGE> 163
BOATMEN'S BANCSHARES, INC.
[SEAL]
By /s/ Gregory L. Curl
--------------------------------------------------
Gregory L. Curl
Vice Chairman
ATTEST:
/s/ David L. Foulk
- ----------------------
David L. Foulk
Secretary
BOATMEN'S TEXAS, INC.
[SEAL]
By /s/ Gregory L. Curl
--------------------------------------------------
Gregory L. Curl
Executive Vice President
ATTEST:
/s/ David L. Foulk
- -----------------------
David L. Foulk
Assistant Secretary
A-32
<PAGE> 164
EXHIBIT 1.08(a)
---------------
TOM GREEN NATIONAL'S LEGAL OPINION MATTERS
1. The due organization and valid existence of Tom Green National
under the laws of the United States and its good standing under the laws
of the State of Texas, its power and authority to own and operate its
properties and to carry on its business as now conducted, and its power
and authority to enter into the Agreement, to merge with Boatmen's-
Amarillo in accordance with the terms of the Agreement and to consummate
the transactions contemplated by the Agreement.
2. The number of authorized, issued and outstanding shares of
capital stock of Tom Green National immediately prior to the Closing,
(ii) the nonexistence of any violation of the preemptive or subscription
rights of any person, (iii) the number of outstanding Tom Green Stock
Options, warrants, or other rights to acquire, or securities convertible
into, any equity security of Tom Green National, (iv) the nonexistence
of any obligation, contingent or otherwise, to reacquire any shares of
capital stock of Tom Green National, and (v) the nonexistence of any
outstanding stock appreciation, phantom stock or similar rights.
3. The due and proper performance of all corporate acts and other
proceedings necessary or required to be taken by Tom Green National to
authorize the execution, delivery and performance of the Agreement, the
due execution and delivery of the Agreement by Tom Green National, and
the Agreement as a valid and binding obligation of Tom Green National,
enforceable against Tom Green National in accordance with its terms
(subject to the provisions of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws affecting the
enforceability of creditors' rights generally from time to time in
effect, and equitable principles relating to the granting of specific
performance and other equitable remedies as a matter of judicial
discretion).
4. The execution of the Agreement by Tom Green National, and the
consummation of the Merger and the other transactions contemplated
therein, does not violate or cause a default under its articles of
association or bylaws, or any statute, regulation or rule or any
judgment, order or decree against or any material agreement binding upon
Tom Green National.
5. The receipt of all required consents, approvals, orders or
authorizations of, or registrations, declarations or filings with or
notices to, any court, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign, or any
other person or entity required to be obtained or made by Tom Green
National in connection with the respective execution and delivery of the
Agreement or the consummation of the transactions contemplated therein.
6. The nonexistence of any material actions, suits, proceedings,
orders, investigations or claims pending or threatened against or
affecting Tom Green National that, if adversely determined, would have
a material adverse effect upon its properties or assets or the
transactions contemplated by the Agreement.
A-Ex. 1.08(a)-1
<PAGE> 165
EXHIBIT 1.08(b)
---------------
BOATMEN'S LEGAL OPINION MATTERS
1. The due incorporation, valid existence and good standing of
Boatmen's and Boatmen's-Texas under the laws of the State of Missouri
and the due organization and valid existence of Boatmen's-Amarillo under
the laws of the United States and its good standing under the laws of
the State of Texas, and their respective power and authority to enter
into the Agreement and to consummate the transactions contemplated
thereby.
2. The due and proper performance of all corporate acts and other
proceedings required to be taken by Boatmen's, Boatmen's-Texas and
Boatmen's-Amarillo to authorize the execution, delivery and performance
of the Agreement, the due execution and delivery of the Agreement by
Boatmen's, Boatmen's-Texas and Boatmen's-Amarillo, and the Agreement as
a valid and binding obligation of Boatmen's, Boatmen's-Texas and
Boatmen's-Amarillo enforceable against Boatmen's, Boatmen's-Texas and
Boatmen's-Amarillo in accordance with its terms (subject to the
provisions of bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforceability of creditors' rights generally
from time to time in effect, and equitable principles relating to the
granting of specific performance and other equitable remedies as a
matter of judicial discretion).
3. The due authorization and, when issued to the shareholders of
Tom Green National in accordance with the terms of the Agreement, the
valid issuance of the shares of Boatmen's Common to be issued pursuant
to the Merger, such shares being fully paid and nonassessable, with no
personal liability attaching to the ownership thereof.
4. The execution and delivery of the Agreement by Boatmen's,
Boatmen's-Texas and Boatmen's-Amarillo, and the consummation of the
transactions contemplated therein, as neither conflicting with, in
breach of or in default under, resulting in the acceleration of,
creating in any party the right to accelerate, terminate, modify or
cancel, or violate, any provision of Boatmen's and Boatmen's-Texas'
articles of incorporation or bylaws or Boatmen's-Amarillo's charter or
bylaws, or any statute, regulation, rule, judgment, order or decree
binding upon Boatmen's, Boatmen's-Texas or Boatmen's-Amarillo that would
be materially adverse to the business of Boatmen's and its subsidiaries
taken as a whole.
5. The receipt of all required consents, approvals, orders or
authorizations of, or registrations, declarations or filings with or
without notices to, any court, administrative agency or commission or
other governmental authority or instrumentality, domestic or foreign, or
any other person or entity required to be obtained or made by or with
respect to Boatmen's, Boatmen's-Texas or Boatmen's-Amarillo in
connection with the execution and delivery of the Agreement or the
consummation of the transactions contemplated by the Agreement.
A-Ex. 1.08(b)-1
<PAGE> 166
EXHIBIT 4.08
------------
-------------------, 1995
Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
Re: Agreement and Plan of Merger, dated as of August 29, 1995 (the
"Merger Agreement"), by and between Tom Green National Bank
("Tom Green National") and Boatmen's First National Bank of
Amarillo ("Boatmen's-Amarillo"), and joined in by Boatmen's
Bancshares, Inc. ("Boatmen's") and Boatmen's Texas, Inc.
Gentlemen:
I have been advised that I may be deemed to be an affiliate of Tom
Green National, as that term is defined for purposes of paragraphs (c)
and (d) of Rule 145 ("Rule 145") of the Rules and Regulations of the
Securities and Exchange Commission (the "Commission") promulgated under
the Securities Act of 1933, as amended (the "Securities Act").
Pursuant to the terms and conditions of the Merger Agreement, each
share of common stock of Tom Green National owned by me as of the
effective time of the merger contemplated by the Merger Agreement (the
"Merger") may be converted into the right to receive shares of common
stock of Boatmen's and cash in lieu of any fractional share. As used in
this letter, the shares of common stock of Tom Green National owned by
me as of ------------------------- (the date 30 days prior to the
anticipated effective time of the Merger) are referred to as the "Pre-
Merger Shares" and the shares of common stock of Boatmen's that may be
received by me in the Merger in exchange for my Pre-Merger Shares are
referred to as the "Post-Merger Shares." This letter is delivered to
Boatmen's pursuant to Section 4.08 of the Merger Agreement.
A. I represent and warrant to Boatmen's and agree that:
1. I shall not make any sale, transfer or other disposition
of the Post-Merger Shares I receive pursuant to the Merger in
violation of the Securities Act or the Rules and Regulations of the
Commission promulgated thereunder.
2. I understand that the issuance of the Post-Merger Shares
to me pursuant to the Merger will be registered with the Commission
under the Securities Act. I also understand that because I may be
deemed an "affiliate" of Tom Green National and because any
distributions by me of the Post-Merger Shares will not be registered
under the Securities Act, such Post-Merger Shares must be held by
me unless (i) the sale, transfer or other distribution has been
registered under the Securities Act, (ii) the sale, transfer or
other distribution of such Post-Merger Shares is made in accordance
with the provisions of Rule 145, or (iii) in the opinion of counsel
acceptable to Boatmen's some other exemption from registration under
the Securities Act is available with respect to any such proposed
distribution, sale, transfer or other disposition of such Post-
Merger Shares.
A-Ex. 4.08-1
<PAGE> 167
Boatmen's Bancshares, Inc.
- -----------------------, 1995
Page 2
3. In no event will I sell the Pre-Merger Shares or the Post-
Merger Shares, as the case may be, or otherwise transfer or reduce
my risk relative to the Pre-Merger Shares or Post-Merger Shares, as
the case may be, during the period beginning 30 days prior to the
date on which the Merger is consummated and ending on the date that
Boatmen's has published financial results covering at least 30 days
of the combined operations of Boatmen's and Tom Green National.
B. I understand and agree that:
1. Stop transfer instructions will be issued with respect to
the Post-Merger Shares and there will be placed on the certificates
representing such Post-Merger Shares, or any certificate delivered
in substitution therefor, a legend stating in substance:
"The shares represented by this Certificate were issued in a
transaction to which Rule 145 under the Securities Act of 1933,
as amended, applied. The shares represented by this
certificate may be transferred only in accordance with the
terms of a letter agreement dated -----------------, 1995, by
the registered holder in favor of Boatmen's Bancshares, Inc.,
a copy of which agreement is on file at the principal offices
of Boatmen's Bancshares, Inc."
2. Unless the transfer by me of Post-Merger Shares is a sale
made in compliance with the provisions of Rule 145(d) or made
pursuant to an effective registration statement under the Securities
Act, Boatmen's reserves the right to place the following legend on
the Certificates issued to my transferee:
"The shares represented by this Certificate have not been
registered under the Securities Act of 1933, as amended, and
were acquired from a person who received such shares in a
transaction to which Rule 145 under the Securities Act of 1933,
as amended, applied. The shares have not been acquired by the
holder with a view to, or for resale in connection with, any
distribution thereof within the meaning of the Securities Act
of 1933, as amended, and may not be sold or otherwise
transferred unless the shares have been registered under the
Securities Act of 1933, as amended, or an exemption from
registration is available."
I understand and agree that the legends set forth in paragraphs 1
and 2 above shall be removed by delivery of substitute Certificates
without any legend if I deliver to Boatmen's a copy of a letter from the
staff of the Commission, or an opinion of counsel in form and substance
satisfactory to Boatmen's, to the effect that no such legend is required
for the purpose of the Securities Act.
I have carefully read this letter and the Merger Agreement and
understand the requirements of each and the limitations imposed upon the
distribution, sale, transfer or other disposition of Pre-Merger Shares
or Post-Merger Shares by me.
Very truly yours,
A-Ex. 4.08-2
<PAGE> 168
EXHIBIT 7.09
------------
<TABLE>
INDEX GROUP
-----------
<CAPTION>
NAME WEIGHTING FACTORS
- ---- -----------------
<S> <C>
Norwest Corporation 8.28829
First Union Corporation 7.69692
KeyCorp 6.24670
SunTrust Banks, Inc. 6.15258
Wachovia Corporation 5.89445
First Bank System, Inc. 5.28089
Mellon Bank Corporation 5.27149
PNC Bank Corp. 5.05710
Barnett Banks, Inc. 4.69521
CoreStates Financial Corp 4.52202
Fleet Financial Group, Inc. 4.44641
Bank of Boston Corporation 4.21001
National City Corporation 4.03031
Comerica Incorporated 3.53176
Fifth Third Bancorp 3.22588
Huntington Bancshares Incorporated 2.65934
Firstar Corporation 2.44201
U.S. Bancorp 2.31921
First of America Bank Corporation 2.27182
Southern National Corporation 2.20918
Mercantile Bancorporation Inc. 2.02251
Marshall & Ilsley Corporation 2.00114
Meridian Bancorp, Inc. 1.87126
SouthTrust Corporation 1.84150
AmSouth Bancorporation 1.81201
-------
TOTAL: 100.00000%
=========
</TABLE>
A-Ex. 7.09-1
<PAGE> 169
APPENDIX B
EXCERPTS OF THE NATIONAL BANK ACT
(DISSENTERS' RIGHTS)
12 U.S.C. Section 215A.--
(b) DISSENTING SHAREHOLDERS
If a merger shall be voted for at the called meetings by the
necessary majorities of the shareholders of each association or State
bank participating in the plan of merger, and thereafter the merger
shall be approved by the Comptroller, any shareholder of any association
or State bank to be merged into the receiving association who has voted
against such merger at the meeting of the association or bank of which
he is a stockholder, or has given notice in writing at or prior to such
meeting to the presiding officer that he dissents from the plan of
merger, shall be entitled to receive the value of the shares so held by
him when such merger shall be approved by the Comptroller upon written
request made to the receiving association at any time before thirty days
after the date of consummation of the merger, accompanied by the
surrender of his stock certificates.
(c) VALUATION OF SHARES
The value of the shares of any dissenting shareholder shall be
ascertained, as of the effective date of the merger, by an appraisal
made by a committee of three persons, composed of (1) one selected by
the vote of the holders of the majority of the stock, the owners of
which are entitled to payment in cash; (2) one selected by the directors
of the receiving association; and (3) one selected by the two so
selected. The valuation agreed upon by any two of the three appraisers
shall govern. If the value so fixed shall not be satisfactory to any
dissenting shareholder who has requested payment, that shareholder may,
within five days after being notified of the appraised value of his
shares, appeal to the Comptroller, who shall cause a reappraisal to be
made which shall be final and binding as to the value of the shares of
the appellant.
(d) APPLICATION TO SHAREHOLDERS OF MERGING ASSOCIATIONS: APPRAISAL
BY COMPTROLLER; EXPENSES OF RECEIVING ASSOCIATION; SALE AND
RESALE OF SHARES; STATE APPRAISAL AND MERGER LAW
If, within ninety days from the date of consummation of the
merger, for any reason one or more of the appraisers is not selected as
herein provided, or the appraisers fail to determine the value of such
shares, the Comptroller shall upon written request of any interested
party cause an appraisal to be made which shall be final and binding on
all parties. The expenses of the Comptroller in making the reappraisal
or the appraisal, as the case may be, shall be paid by the receiving
association. The value of the shares ascertained shall be promptly paid
to the dissenting shareholders by the receiving association. The shares
of stock of the receiving association which would have been delivered to
such dissenting shareholders had they not requested payment shall be
sold by the receiving association at an advertised public auction, and
the receiving association shall have the right to purchase any of such
shares at such public auction, if it is the highest bidder therefor, for
the purpose of reselling such shares within thirty days thereafter to
such person or persons and at such price not less than par as its board
of directors by resolution may determine. If the shares are sold at
public auction at a price greater than the amount paid to the dissenting
shareholders, the excess in such sale price shall be paid to such
dissenting shareholders. The appraisal of such shares of stock in any
State bank shall be determined in the manner prescribed by the law of
the State in such cases, rather than as provided in this section, if
such provision is made in the State law; and no such merger shall be in
contravention of the law of the State under which such bank is
incorporated. The provisions of this subsection shall apply only to
shareholders of (and stock owned by them in) a bank or association being
merged into the receiving association.
B-1
<PAGE> 170
APPENDIX C
OCC VALUATION METHODS - 1985-1991
Comptroller of the Currency. Administrator of National Banks.
BANKING CIRCULAR 259. March 5, 1992. 57 Federal Register 9150,
March 16, 1992. Circular in full text.
Department of the Treasury
Office of the Comptroller of the Currency
[Docket No. 92-3]
Stock Appraisals
AGENCY: Office of the Comptroller of the Currency, Treasury.
ACTION: Notice of policy statement on stock appraisals.
SUMMARY: The Office of the Comptroller of the Currency (OCC) has issued
Banking Circular 259 to describe methods used by the OCC to estimate the
value of a bank's share when a shareholder dissents to a conversion,
consolidation, or merger involving a national bank, and to summarize the
results of appraisals performed by the OCC between January 1, 1985, and
September 30, 1991. This notice, which provides the full text of
BC 259, is for the benefit of persons who do not normally receive
banking circulars.
DATE: BC 259 was dated March 5, 1992.
SUPPLEMENTARY INFORMATION: On March 5, 1992, the OCC issued BC 259
describing methods used to estimate the value of a bank's shares and the
results of appraisals performed by the OCC between January 1, 1985, and
September 30, 1991. The full text of B 259 is set out below.
To: Chief Executive Officers of National Banks,
Deputy Comptroller (District), Department and
Division Heads, and Examining Personnel
PURPOSE
This Banking Circular informs all national banks of the valuation
methods used by the Office of the Comptroller of the Currency (OCC) to
estimate the value of a bank's shares when requested to do so by a
shareholder dissenting to the conversion, merger, or consolidation of
its bank. The results of appraisals performed by the OCC between
January 1, 1985, and September 30, 1991 are summarized.
References: 12 U.S.C. 214a, 215 and 215a; 12 CFR 11.590 (item 2).
C-1
<PAGE> 171
BACKGROUND
Under 12 U.S.C. 214a, a shareholder dissenting from a conversion,
consolidation, or merger involving a national bank is entitled to
receive the value of his or her shares from the resulting bank. A
valuation of the shares shall be made by a committee of three appraisers
(a representative of the dissenting shareholder, a representative of the
resulting bank, and a third appraiser selected by the other two). If
the committee is formed and renders an appraisal that is acceptable to
the dissenting shareholder, the process is complete and the appraised
value of the shares is paid to the dissenting shareholder by the
resulting bank. If, for any reason, the committee it not formed or if
it renders an appraisal that is not acceptable to the dissenting
shareholder, an interested party may request an appraisal by the OCC.
12 U.S.C. 215 provides these appraisal rights to any shareholder
dissenting to a consolidation. Any dissenting shareholder of a target
bank in a merger is also entitled to these appraisal rights pursuant to
12 U.S.C. 215a.
The above provides only a general overview of the appraisal process.
The specific requirements of the process are set forth in the statutes
themselves.
METHODS OF VALUATION USED
Through its appraisal process, the OCC attempts to arrive at a fair
estimate of the value of a bank's shares. After reviewing the
particular facts in each case and the available information on a bank's
shares, the OCC selects an appropriate valuation method, or combination
of methods, to determine a reasonable estimate of the shares' value.
Market Value
The OCC uses various methods to estimate the market value of shares
being appraised. If sufficient trading in the shares exists and the
prices are available from direct quotes from the Wall Street Journal or
a market-maker, those quotes are considered in determining the market
value. If no market value is readily available, or if the market value
available is not well established, the OCC may use other methods of
estimating market value, such as in the investment value and adjusted
book value methods.
Investment Value
Investment value requires an assessment of the value to investors
of a share in the future earnings of the target bank. Investment value
is estimated by applying an average price/earnings ratio of banks with
similar earnings potential to the earnings capacity of the target bank.
The peer group selection is based on location, size, and earnings
patterns. If the state in which the subject bank is located provides a
sufficient number of comparable banks using location, size and earnings
patterns as the criteria for selection, the price/earnings ratios
assigned to the banks are applied to the earnings per share estimated
for the subject bank. In order to select a reasonable peer group when
there are too few comparable independent banks in a location that is
comparable to that of the subject bank, the pool of banks from which a
peer group is selected is broadened by including one-bank holding
company banks in a comparable location, an/or by selecting banks in less
comparable locations, including adjacent states, that have earnings
patterns similar to the subject bank.
C-2
<PAGE> 172
Adjusted Book Value
The OCC also uses an "adjusted book value" method for estimating
value. Historically, the OCC has not placed any weight on the bank's
"unadjusted book value", since that value is based on historical
acquisition costs of the bank's assets, and does not reflect investors'
perceptions of the value of the bank as an ongoing concern. Adjusted
book value is calculated by multiplying the book value of the target
bank's assets per share times the average market price to book value
ratio of comparable banking organizations. The average market price to
book value ratio measures the premium or discount to book value, which
investors attribute to shares of similarly situated banking
organizations.
Both the investment value method and the adjusted book value method
present appraised values, which are based on the target bank's value as
a going concern. These techniques provide estimates of the market value
of the shares of the subject bank.
OVERALL VALUATION
The OCC may use more than one of the above described methods in
deriving the value of shares of stock. If more than one method is used,
varying weights may be applied in reaching an overall valuation. The
weight given to the value by a particular valuation method is based on
how accurately the given method is believed to represent market value.
For example, the OCC may give more weight to a market value representing
infrequent trading by shareholders than to the value derived from the
investment value method when the subject bank's earnings trend is so
irregular that it is considered to be a poor predictor of future
earnings.
Purchase Premiums
For mergers and consolidations, the OCC recognizes that purchase
premiums do exist and may, in some instances, be paid in the purchase of
small blocks of shares. However, the payment of purchase premiums
depends entirely on the acquisition or control plans of the purchasers,
and such payments are not regular or predictable elements of the market
value. Consequently, the OCC's valuation methods do not include
consideration of purchase premiums in arriving at the value of shares.
STATISTICAL DATA
The chart below lists the results of appraisals the OCC performed
between January 1, 1985, and September 30, 1991. The OCC provides
statistical data on book value and price/earnings ratios for comparative
purposes, but does not necessarily rely on such data in determining the
value of the banks' shares. Dissenting shareholders should not view
these statistics as determinative for future appraisals.
In connection with disclosures given to shareholders under 12 CFR
11.590 (Item 2), banks may provide shareholders a copy of this Banking
Circular or disclose the information contained in the Banking Circular,
including the results of OCC appraisals. If the bank discloses the past
results of the OCC appraisals, it should advise shareholders that:
(1) the OCC did not rely on all the information set forth in the chart
in performing each appraisal; and (2) the OCC's past appraisals are not
necessarily determinative of its future appraisals of a particular
bank's shares.
C-3
<PAGE> 173
<TABLE>
APPRAISAL RESULTS
<CAPTION>
- -----------------------------------------------------------------------------------------
AVERAGE PRICE
APPRAISAL PRICE EARNINGS RATIO OF
APPRAISAL DATE<F*> VALUE OFFERED BOOK VALUE PEER GROUP
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1/1/85 107.05 110.00 178.29 5.3
1/2/85 73.16 <FNA> 66.35 6.8
1/15/85 53.41 60.00 83.95 4.8
1/31/85 22.72 20.00 38.49 5.4
2/1/85 30.63 24.00 34.08 5.7
2/25/85 27.74 27.55 41.62 5.9
4/30/85 25.98 35.00 42.21 4.5
7/30/85 3,153.10 2,640.00 6,063.66 <FNC>
9/1/85 17.23 21.00 21.84 4.7
11/22/85 316.74 338.75 519.89 5.0
11/22/85 30.28 <FNA> 34.42 5.9
12/16/85 66.29 77.00 89.64 5.6
12/27/85 60.85 57.00 119.36 5.3
12/31/85 61.77 <FNA> 73.56 5.9
12/31/85 75.79 40.00 58.74 12.1
1/12/86 19.93 <FNA> 26.37 7.0
3/14/86 59.02 200.00 132.20 3.1
4/21/86 40.44 35.00 43.54 6.4
5/2/86 15.50 16.50 23.69 5.0
7/3/86 405.74 <FNA> 612.82 3.9
7/31/86 297.34 600.00 650.63 4.4
8/22/86 103.53 106.67 136.23 <FNC>
12/26/86 16.66 <FNA> 43.57 4.0
12/31/86 53.39 95.58 69.66 7.1
5/1/87 186.42 <FNA> 360.05 5.1
6/11/87 50.46 70.00 92.35 4.5
6/11/87 38.53 55.00 77.75 4.5
7/31/87 13.10 <FNA> 20.04 6.7
8/26/87 55.92 57.52 70.88 <FNC>
8/31/87 19.55 23.75 30.64 5.0
8/31/87 10.98 <FNA> 17.01 4.2
10/6/87 56.48 60.00 73.11 5.6
3/15/88 297.63 <FNA> 414.95 6.2
6/2/88 27.26 <FNA> 28.45 5.4
6/30/88 137.78 <FNA> 215.36 6.0
8/30/88 768.62 677.00 1,090.55 10.7
3/31/89 773.62 <FNA> 557.30 7.9
5/26/89 136.47 180.00 250.42 4.5
5/29/90 9.87 <FNA> 11.04 9.9
- -----------------------------------------------------------------------------------------
<FN>
<F*>The "Appraisal Date" is the consummation date for the conversion, consolidation, or merger.
<FNA> - Not Available.
<FNC> - Not Computed.
</TABLE>
For more information regarding the OCC's stock appraisal process
contact the Office of the Comptroller of the Currency, Bank Organization
and Structure.
Dated: February 26, 1992.
ROBERT L. CLARKE,
Comptroller of the Currency.
C-4
<PAGE> 174
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 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 also 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 registrant
provides that registrant 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 service for or at the request of the
registrant 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, 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.
II-1
<PAGE> 175
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this Registration
Statement:
(2) Agreement and Plan of Merger, dated August 29, 1995,
by and between Boatmen's First National Bank of
Amarillo and Tom Green National Bank, and joined in
by Boatmen's Bancshares, Inc. and Boatmen's Texas,
Inc. (Appendix A to Proxy Statement/Prospectus). The
Registrant agrees to furnish supplementally a copy of
any omitted schedule to the Commission upon request;
(3)(b) Amended Bylaws of Boatmen's Bancshares, Inc.;
(5) Opinion of Lewis, Rice & Fingersh, L.C. regarding
legality;
(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 Ernst & Young LLP;
(23)(e) Consent of Arthur Andersen LLP;
(23)(f) Consent of Sartain Fischbein & Co.;
(23)(g) Consent of GRA, Thompson, White & Co., P.C.;
(23)(h) Consent of Oliver, Rainey & Wojtek, L.L.P.;
(23)(i) Consent of Lewis, Rice & Fingersh, L.C. (in opinion
regarding legality);
(24) Power of Attorney;
(99)(a) Form of Proxy Card for Tom Green National Bank
Special Meeting;
(99)(b) Form of Letter to Shareholders of Tom Green National
Bank to accompany Proxy Statement/Prospectus;
(99)(c) Form of Notice of Tom Green National Bank Special
Meeting;
(99)(d) Excerpts of the National Bank Act (Dissenters'
Rights) (Appendix B to Proxy Statement/Prospectus);
and
(99)(e) Comptroller of the Currency Banking Circular Number
259 (O.C.C. Valuation Methods) (Appendix C to Proxy
Statement/Prospectus).
II-2
<PAGE> 176
The following exhibits are incorporated herein by reference:
(3)(a) Restated Articles of Incorporation of Boatmen's
Bancshares, Inc.;
(4)(a) Rights Agreement, dated as of August 14, 1990, of
Boatmen's Bancshares, Inc.; and
(4)(b) Amendment to Rights Agreement, dated as of January 26,
1993.
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) promulgated pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), 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, and is used in connection with an offering of securities
subject to Rule 415 promulgated pursuant to the Securities Act, 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, 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
documents 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.
(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, 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 (the
"Exchange Act") (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
II-3
<PAGE> 177
Act) 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:
(a) 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.
(b) That, for the purpose of determining any liability
under the Securities Act, 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.
(c) 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, 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, 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, and will be governed by the final adjudication of such
issue.
II-4
<PAGE> 178
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 8, 1996.
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 the capacities indicated on January 8, 1996.
<TABLE>
<C> <S>
/s/ Andrew B. Craig, III Chairman of the Board and Chief Executive Officer
- ----------------------------- (principal executive officer)
Andrew B. Craig, III
/s/ James W. Kienker Executive Vice President and Chief Financial Officer
- ----------------------------- (principal financial and accounting officer)
James W. Kienker
<F*> President and Director
- -----------------------------
Samuel B. Hayes, III
<F*> Vice Chairman and Director
- -----------------------------
Gregory L. Curl
<F*> Director
- -----------------------------
Richard L. Battram
<F*> Director
- -----------------------------
B. A. Bridgewater, Jr.
<F*> Director
- -----------------------------
William E. Cornelius
II-5
<PAGE> 179
<F*> Director
- -----------------------------
John E. Hayes, Jr.
<F*> Director
- -----------------------------
C. Ray Holman
<F*> Director
- -----------------------------
John Peters MacCarthy
<F*> Director
- -----------------------------
William E. Maritz
<F*> Director
- -----------------------------
Richard E. Peck
<F*> Director
- -----------------------------
Jerry E. Ritter
<F*> Director
- -----------------------------
William P. Stiritz
<F*> Director
- -----------------------------
Albert E. Suter
<F*> Director
- -----------------------------
Dwight D. Sutherland
<F*> Director
- -----------------------------
Theodore C. Wetterau
/s/ James W. Kienker
- -----------------------------
James W. Kienker
Attorney-in-fact
</TABLE>
II-6
<PAGE> 180
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Number Exhibit
- ------ -------
<C> <S>
(2) Agreement and Plan of Merger, dated August 29, 1995,
by and between Boatmen's First National Bank of
Amarillo and Tom Green National Bank, and joined in
by Boatmen's Bancshares, Inc. and Boatmen's Texas,
Inc. (Appendix A to the 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-8 (Registration Statement No. 33-61011),
dated July 13, 1995.
(3)(b) Amended Bylaws of Boatmen's Bancshares, Inc.
(4)(a) 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.
(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 Ernst & Young LLP.
(23)(b) Consent of KPMG Peat Marwick LLP.
(23)(c) Consent of Frost & Company.
(23)(d) Consent of Ernst & Young LLP.
(23)(e) Consent of Arthur Andersen LLP.
(23)(f) Consent of Sartain Fischbein & Co.
(23)(g) Consent of GRA, Thompson, White & Co., P.C.
(23)(h) Consent of Oliver, Rainey & Wojtek, L.L.P.
(23)(i) Consent of Lewis, Rice & Fingersh, L.C. (in opinion
regarding legality).
(24) Power of Attorney.
(99)(a) Form of Proxy Card for Tom Green National Bank Special
Meeting.
(99)(b) Form of Letter to Shareholders of Tom Green
National Bank to accompany Proxy Statement/
Prospectus.
(99)(c) Form of Notice of Tom Green National Bank Special Meeting.
<PAGE> 181
<CAPTION>
Number Exhibit
- ------ -------
<C> <S>
(99)(d) Excerpts of the National Bank Act
(Dissenters' Rights) (Appendix B to Proxy
Statement/Prospectus).
(99)(e) Comptroller of the Currency Banking Circular Number 259
(O.C.C. Valuation Methods) (Appendix C to Proxy
Statement/Prospectus).
</TABLE>
<PAGE> 1
EXHIBIT (3)(b)
--------------
<PAGE> 2
AMENDED BYLAWS
OF
BOATMEN'S BANCSHARES, INC.
ARTICLE I
Offices
The general offices of the Corporation shall be in the City
of St. Louis, State of Missouri, unless the Board of Directors shall
otherwise determine. The Corporation may also have other offices, both
within and without the State of Missouri.
ARTICLE II
Shareholders Meetings
Section 1. Annual Meeting. The annual meeting of the
--------------
shareholders of the Corporation for the election of Directors and for
the transaction of such other business as may properly come before the
meeting shall be held on the fourth Tuesday in April, in each year, if
not a legal holiday, and if a legal holiday, then on the next succeeding
business day. The annual meeting of shareholders shall be held at the
general offices of the Corporation in St. Louis, Missouri, and shall be
convened at ten o'clock A.M. unless the Board of Directors shall specify
a different place or time at which the meeting shall be convened.
Section 2. Special Meetings. Special meetings of the
----------------
shareholders may be called by the Chairman of the Board or the President
or by resolution of the Board of Directors whenever deemed necessary.
The business transacted at any special meeting of the shareholders shall
be confined to the purpose or purposes specified in the notice therefor
and to matters germane thereto.
Section 3. Notice. Notice of each meeting of the
------
shareholders stating the place, the date and the hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which
the meeting is called shall be mailed or caused to be mailed not less
than ten (10) days nor more than fifty (50) days before the date of the
meeting by or at the direction of the Secretary (otherwise as permitted
by law) to each shareholder of record entitled to vote at such meeting
at his address as it appears on the records of the Corporation. Notice
may be waived by a writing signed by the shareholder, or by his duly
authorized attorney, either before or after the time of such meeting,
and the presence of any shareholder in person or by proxy at any meeting
shall constitute a waiver of notice of such meeting except where a
shareholder attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened. In order for any
nomination for Director to be entertained at any meeting or for any
business to be transacted at any annual meeting of the shareholders,
other than nominations or business made or proposed by or at the
direction of the Board of Directors, notice thereof must be received
from the nominating or proposing shareholder by the Secretary of the
Corporation, accompanied or promptly followed by such supporting
information as he shall reasonably request, not less than seventy-five
(75) days prior to the date of any annual meeting or more than seven (7)
days after the mailing of notice of any special meeting.
Section 4. Quorum. A majority of the outstanding shares
------
entitled to vote at a meeting represented in person or by proxy shall
constitute a quorum at a meeting of the shareholders. Every decision of
a majority of the shares present, in person or by proxy, entitled to
vote, provided a quorum is present, shall be valid as a corporate act
unless by reason of the particular nature of such action a different
vote is required by law or by the Articles of Incorporation of the
Corporation.
1
<PAGE> 3
Section 5. Adjournment. Any meeting of shareholders may
-----------
adjourn from time to time until its business is completed. In the
absence of a quorum, a majority of the shares represented, in person or
by proxy, shall have the right successively to adjourn the meeting to a
specified date not more than ninety (90) days after such adjournment.
Any business which may have been transacted at the meeting at which the
adjournment is taken may be transacted at the adjourned meeting. No
notice need be given of an adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken.
Section 6. Voting. At all meetings of the shareholders,
------
subject to the provisions of the Articles of Incorporation of the
Corporation and these Bylaws, each outstanding share shall be entitled
to one vote on each matter submitted to a vote, but no share belonging
or hypothecated to the Corporation shall be voted. In all elections for
Directors of the Corporation, each shareholder shall have the right to
cast as many votes in the aggregate as shall equal the number of voting
shares held by him or her in the Corporation, multiplied by the number
of Directors to be elected by the class to which he or she belongs at
such election, and each shareholder may cast the whole number of votes,
either in person or by proxy, for one candidate or distribute them among
two or more candidates.
Section 7. Proxies. A shareholder may vote either in
-------
person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Every proxy must be filed with the
Secretary of the Corporation at the meeting at which the same is to be
used, and until so filed, it cannot be used at such meeting. No proxy
shall be valid after the expiration of eleven (11) months from its date
unless the person executing it shall have specified therein the length
of time for which said proxy is to continue in force.
Section 8. List of Shareholders. At least ten (10) days
--------------------
before each meeting of the shareholders, the Secretary of the
Corporation shall make a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, and showing the
address of each shareholder and the number of shares registered in the
name of each shareholder. Such list shall be kept on file for a period
of ten (10) days prior to such meeting in the registered office of the
Corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting during the whole time
thereof and may be inspected by any shareholder who is present.
Section 9. Inspectors. At any meeting of the shareholders
----------
at which Directors are to be elected or a vote of the shareholders is to
be taken on any proposition, the Chairman of the meeting may appoint not
less than two persons, who are not Directors, inspectors to receive and
canvass the votes given at such meeting, and certify the results to him.
In all cases where the right to vote upon any share or shares shall be
questioned, it shall be the duty of the inspectors, if any, or persons
conducting the vote to require the transfer books of the Corporation as
evidence of shares held and the question shall be determined in
accordance with said transfer books.
Section 10. Presiding Officer. The Chairman of the Board
-----------------
shall preside at all meetings of the shareholders and shall act as
Chairman thereof. In his absence, the Board of Directors may designate
a substitute Chairman to preside at any meeting of shareholders. At any
meeting of shareholders, the Chairman of such meeting may, from time to
time during such meeting, appoint a temporary Chairman to preside at
such meeting.
2
<PAGE> 4
ARTICLE III
Board of Directors
Section 1. Powers and Number. The property and business
-----------------
of the Corporation shall be controlled and managed by the Board of
Directors. The number of Directors to constitute the Board of Directors
shall be sixteen (16); 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 of twenty-seven (27), by amendment of these Bylaws, and
any such change shall be reported to the Secretary of State of the State
of Missouri within thirty (30) calendar days of such change.
Section 2. Classes of Directors, Election and Term of
------------------------------------------
Office. 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
expired at the annual meeting of shareholders of the Corporation in
1985; the term of office of the initial Class II Directors expired at
the annual meeting of shareholders of the Corporation in 1986; and the
term of office of the initial Class III Directors expired at the annual
meeting of shareholders of the Corporation in 1987. At each annual
election, 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.
Section 3. Removal of Directors. At a meeting called
--------------------
expressly for that purpose, a Director of the Corporation or the entire
Board of Directors may be removed without cause only upon the
affirmative vote of the holders of not less than eighty percent (80%) 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 the purpose, a Director 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.
Section 4. Vacancies. In case of vacancies occurring on
---------
the Board of Directors, any such vacancy may be filled by a vote of a
majority of the surviving or remaining Directors then in office. Such
Director as may be elected by the Board of Directors to fill a vacancy
shall hold office for the unexpired term of the Director whose place
shall be vacated or until the election and qualification of his
successor.
Section 5. Annual Meeting. The annual meeting of the
--------------
Directors for the purpose of electing officers and transacting such
other business as may come before the meeting shall be held immediately
following the annual meeting of shareholders or at such time as shall be
fixed by the vote of the shareholders at the annual meeting or at any
special meeting at which an election of Directors shall occur.
Alternatively, the annual meeting shall be at such time as shall be
fixed by the consent in writing of all the Directors or at such time as
shall be fixed by an officer authorized to call special meetings of the
Board of Directors.
Section 6. Regular Meetings. A regular meeting of the
----------------
Board of Directors shall be held during each calendar quarter of each
year on such day thereof as shall be determined by the Chairman of the
Board.
Section 7. Special Meetings. Special meetings of the
----------------
Board of Directors may be called by the Chairman of the Board or the
acting chief executive officer.
3
<PAGE> 5
Section 8. Notice of Meetings. No notice shall be
------------------
required to be given of the annual meeting of the Board of Directors if
it is held immediately following the annual meeting of shareholders or
if a majority of the whole Board shall have been present at the meeting
of shareholders. Otherwise, notice of the annual meeting of the Board
of Directors shall be given as is provided below for regular or special
meetings. Notice of every regular or special meeting of the Board of
Directors, stating the date, time, and place of the meeting, shall be
given by or at the direction of the Secretary to each Director by
mailing, or sending by telegraph or other electronic means, a written
notice to the Director, addressed to his last known place of business,
not less than three days before the date of the meeting, in the case of
mailing, or twenty-four hours before the hour of the meeting, in the
case of such other sending, or by contacting the Director in person or
by telephone not less than six hours before the hour of the meeting.
Section 9. Waiver of Notice. Any Director may waive
----------------
notice of any meeting of the Board of Directors by a writing signed by
him, either before or after the time of such meeting. Any Director
present in person at any meeting shall be deemed to have thereby waived
notice of such meeting except where such attendance is for the express
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 10. Quorum. A majority of the full Board of
------
Directors as prescribed by these Bylaws shall be required to be present
at any meeting to constitute a quorum for the transaction of business
and, except as otherwise specifically provided in these Bylaws, the
concurring vote of at least a majority of the Directors at a meeting at
which a quorum is present shall be required to determine all questions
coming before the Board. In the absence of a quorum, the Directors
present shall have the right successively to adjourn the meeting to a
specified date and no notice need be given of such adjournment.
Section 11. Presiding Officer. The Chairman of the Board
-----------------
shall preside at all meetings of the Board of Directors. In his
absence, the Board of Directors may designate a substitute Chairman to
preside at any meeting of the Board of Directors. At a meeting of the
Board of Directors, the presiding officer may, from time to time during
such meeting, appoint a temporary Chairman to preside at such meeting.
Section 12. Minutes and Statements. The Board of
----------------------
Directors shall cause to be kept a complete record of their meetings and
acts, and of the proceedings of the shareholders. The business and
proceedings of the Board shall, however, be kept confidential.
Section 13. Powers of the Board. In addition to the power
-------------------
and authority conferred upon them by law, the Board of Directors may
exercise all such powers of the Corporation and do all such lawful
things as are not by law prohibited or limited.
Section 14. Advisory Directors. The Board of Directors
------------------
of the Corporation shall have the power at any time, and from time to
time, to appoint one or more advisory directors (hereinafter referred to
as "Advisory Directors"), who shall advise and counsel the Board.
Advisory Directors shall not be, nor shall they have any of the duties,
responsibilities or liabilities of, Directors of the Corporation or
members of the Board of Directors or of any committees thereof, but may
attend meetings of the Board with no right to vote at such meetings.
Section 15. Compensation of Directors and Advisory
--------------------------------------
Directors. The Compensation to be paid the Directors of the Corporation
- ---------
and Advisory Directors for services at all meetings of the Board of
Directors shall be determined from time to time by the Board of
Directors.
4
<PAGE> 6
ARTICLE IV
Committees
Section 1. Committees. The Board of Directors may, upon
----------
recommendation of the Chairman of the Board, by resolution adopted by a
majority of the whole Board, designate two or more Directors to
constitute such Committee or Committees as the Board shall deem
advisable and shall designate Directors to constitute the Committees
provided for in the following Sections of this Article IV. Each such
Committee, to the extent provided in such resolution, shall have and
exercise all of the authority of the Board of Directors in the
management of the Corporation; provided that the designation of such
Committee or Committees and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any member thereof, of
any responsibility imposed upon it or him by law.
Section 2. Executive Committee. The Board of Directors
-------------------
may designate five or more Directors to constitute an Executive
Committee, which Committee shall have and exercise all of the authority
of the Board of Directors in the management of the Corporation. The
Chairman of the Board shall be a member of such Committee and shall act
as Chairman thereof, at least three other members of such Committee
shall be Directors who are not officers or employees of the Corporation.
Section 3. Audit Committee. The Board of Directors shall
---------------
designate three or more Directors to constitute an Audit Committee, of
which no officer or employee of the Corporation shall be a member, and
who shall be appointed by the Board annually or more often. The Audit
Committee shall have and exercise all of the authority of the Board of
Directors with respect to the review and examination of the financial
affairs of the Corporation and its subsidiaries. It shall also be the
duty of the Audit Committee to nominate the independent auditors of the
Corporation for appointment by the Board of Directors; to arrange for
and review the Corporation's annual audit; to ratify all accountants'
fees rendered during the year; to review the scope and results of
internal audit controls and procedures; and to provide for independent
review of the adequacy of the Corporation's system of internal control.
Section 4. Compensation Committee. The Board of Directors
----------------------
shall designate three or more Directors to constitute a Compensation
Committee, of which no officer or employee of the Corporation shall be
a member, and who shall be appointed by the Board annually or more
often. The Compensation Committee shall have and exercise all of the
authority of the Board of Directors with respect to the selection and
review of the competency and effectiveness of management of the
Corporation and its subsidiaries; the review of the soundness and
adequacy of compensation programs, including fringe programs, compliance
with regulations and the like; the approval of salaries of Corporation
officers and the review of salaries of senior top management of its
subsidiaries; and the formulation of policy on and administration of
special Corporation programs such as stock option plans, executive
incentive plans, stock purchase plans for employees and the like.
Section 5. Nominating Committee. The Board of Directors
--------------------
shall designate three or more Directors to constitute a Nominating
Committee, of which no officer or employee of the Corporation shall be
a member, and who shall be appointed by the Board annually or more
often. The Nominating Committee shall recommend to the Board a slate of
nominees for directors to be presented on behalf of the Board for
election by shareholders at each annual meeting of the Corporation and
shall recommend to the Board persons to fill vacancies on the Board.
Section 6. Compensation of Committee Members. The Board
---------------------------------
of Directors shall determine the compensation to be paid to each member
of any Committee appointed by it for service on such committee.
5
<PAGE> 7
Section 7. Notice of Meetings. Notice of Committee
------------------
meetings shall be given in the same manner as notices of meetings of the
Board of Directors.
ARTICLE V
Officers
Section 1. Required Officers. The Corporation shall have
-----------------
a Chairman of the Board, a President and a Secretary, all of whom shall
be chosen by the Board of Directors. The Chairman of the Board and
President shall be chosen from among the Directors. Any two offices may
be held by the same person.
Section 2. Other Officers. The Board of Directors may,
--------------
upon the recommendation of the Chairman of the Board or otherwise,
appoint such other officers as it may deem necessary, who shall have
such authority and perform such duties as from time to time may be
prescribed by the Chairman of the Board or the Board of Directors.
Section 3. Tenure of Office and Removal. The tenure of
----------------------------
office of each of the officers of the Corporation, subject to prior
removal, shall be until the close of the next annual meeting of the
shareholders following his election and until the election of his
successor. Any officer may be removed at any time prior to the
expiration of his term by affirmative vote of a majority of the
Directors. If the office of any officer of the Corporation becomes
vacant, the Board of Directors may choose a successor for such officer
who shall hold office for such term as may be prescribed by the Board of
Directors but no longer than the unexpired portion of the term of the
officer whose place is vacant and until his successor shall have been
duly elected.
Section 4. Powers and Duties. The Chairman of the Board
-----------------
shall be the chief executive officer of the Corporation. Such chief
executive officer shall have general executive powers in conducting the
affairs of the Corporation, as well as the specific powers conferred by
these Bylaws. He shall have the power to suspend any officer and to
dismiss any other employee of the Corporation when he shall deem it
proper. He shall exercise all powers of the Board of Directors
pertaining to the management of the business of the Corporation between
meetings of the Board of Directors and the Executive Committee and such
further powers and duties as may be conferred upon him by these Bylaws
and the Board of Directors or the Executive Committee from time to time.
He shall have the power to appoint an acting chief executive officer to
serve between meetings of the Board of Directors and the Executive
Committee in the event that he is unable to serve. The Chairman of the
Board shall be a member of all Committees appointed by the Board of
Directors, except the Audit Committee, the Compensation Committee, and
the Nominating Committee, unless excused by the Board from being a
member thereof.
The President shall have such powers and duties as may be
assigned to him by the Chairman of the Board or the Board of Directors
or the Executive Committee from time to time.
The Secretary shall keep accurate minutes of all meetings
of the shareholders and of the Board of Directors and shall attend to
the giving of all notices required to be given under these Bylaws. He
shall be custodian of the corporate records and seal of the Corporation
and he or an Assistant Secretary shall have the authority to affix the
seal to any documents requiring such and to attest the same. He shall
also perform such other duties as may be assigned to him from time to
time by the Chairman of the Board or the Board of Directors or any
Committee thereof.
Otherwise, all other officers shall have such powers and
duties in the management of the business, property and affairs of the
Corporation as generally pertain to their respective offices, as well as
such
6
<PAGE> 8
powers and duties as may from time to time be conferred by the
Chairman of the Board or the Board of Directors or any Committee
thereof.
Section 5. Compensation. The compensation of all senior
------------
officers of the Corporation shall be fixed by or pursuant to the
authority of the Board of Directors.
Section 6. Officers' Bonds. The Board of Directors may
---------------
require any officer or officers to furnish the Corporation a bond in
such sum and in form and with security satisfactory to the Board of
Directors for the faithful performance of the duties of the offices.
ARTICLE VI
Certificate of Stock and Transfers
Section 1. Forms and Execution of Certificates. The
-----------------------------------
shares of stock of the Corporation shall be represented by certificates
(except fractional shares which may be represented by certificates or,
in the discretion of the Board of Directors, scrip) and shall be signed
by the Chairman of the Board, the President or a Vice President and by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and sealed with the seal of the Corporation. Any and all
such signatures may be facsimile and such seal may be facsimile,
engraved or printed. In case any such officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed
upon any such certificate shall cease to be such officer, transfer agent
or registrar before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as if
such officer, transfer agent or registrar were such officer, transfer
agent or registrar at the date of its issue.
Section 2. Transfer of Stock. Shares of stock, after
-----------------
certificates thereof have been issued, shall be transferable only on the
stock transfer books of the Corporation which shall be in the possession
of the Secretary or a transfer agent or registrar for the Corporation.
No transfer shall be valid against the Corporation until the same is so
entered upon its books and the old certificate is surrendered for
cancellation.
Section 3. Transfer and Registration Agents. The Board
--------------------------------
of Directors may appoint a transfer agent or agents who shall have and
exercise supervision over the transfer of shares of stock and the
issuance of stock certificates, subject to such conditions and
regulations as the Board of Directors may prescribe; and the Board of
Directors may appoint a registrar who shall register all transfers of
shares of stock and the issuance of stock certificates, subject to such
conditions and regulations as the Board may prescribe.
Section 4. Fixing of Record Date. The Board of Directors
---------------------
shall have power to fix in advance a date, not exceeding seventy (70)
days preceding the date of any meeting of stockholders, or the date for
the payment of any dividend, or the date for the allotment or rights, or
the date when any change or conversion or exchange of shares shall go
into effect, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of shares, and in
such case such shareholders and only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to notice
of, and to vote at, such meeting, and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding
any transfer of any stock on the books of the Corporation after any such
record date fixed as aforesaid. If the Board of Directors does not set
a record date for the determination of the stockholders entitled to
notice of, and to vote at, a meeting of shareholders, only the
shareholders who are shareholders of record at the close of business on
the twentieth
7
<PAGE> 9
day preceding the date of the meeting shall be entitled to notice of, and
to vote at, the meeting, and any adjournment of the meeting.
ARTICLE VII
Miscellaneous Provision
Section 1. Fiscal Year. The fiscal year of the
-----------
Corporation shall cover such period of twelve calendar months as the
Board of Directors may determine. In the absence of any such
determination, the accounts of the Corporation shall be kept on a
calendar year basis.
Section 2. Consents. Any action which is required to be
--------
or may be taken at a meeting of the Directors or by the Executive
Committee or any other Committee of the Directors may be taken without
a meeting if consents in writing, setting forth the action so taken, are
signed by all of the Directors or by all members of the Committee as the
case may be. The consent shall have the same force and effect as a
unanimous vote at a meeting duly held and may be stated as such in any
certificate or document filed under the General and Business Corporation
Law of Missouri. The Secretary shall file the consents with the minutes
of the meetings of the Board of Directors or of the Committee as the
case may be.
Section 3. Tele-participation at Meetings. Members of the
------------------------------
Board of Directors or any Committee designated by the Board of Directors
may participate in a meeting of the Board of Directors or of any
Committee by means of a conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear each
other, and participation in the meeting in this manner shall constitute
presence in person at the meeting.
Section 4. Amendments to Bylaws. The Board of Directors
--------------------
shall have the power to make, alter, amend or repeal the Bylaws of the
Corporation from time to time.
8
<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
January 24, 1996
Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
Re: Registration Statement on Form S-4
Dear Sirs:
In connection with a certain Registration Statement
on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, you have requested that we furnish you our
opinion as to the legality of the shares of the common stock, $1.00
par value (the "Common Stock"), of Boatmen's Bancshares, Inc. (the
"Company") registered thereunder, which Common Stock is to be
issued pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated August 29, 1995, by and between Tom Green
National Bank and Boatmen's First National Bank of Amarillo and
joined in by the Company and Boatmen's Texas, Inc.
As counsel to the Company, we have participated in
the preparation of the Registration Statement. We have examined
and are familiar with the Company's Restated Articles of
Incorporation, Bylaws, as amended, records of corporate proceedings
and such other information and documents as we have deemed
necessary or appropriate.
Based upon the foregoing, we are of the opinion that
the Common Stock has been duly authorized and will, when issued as
contemplated in the Registration Statement, the Merger Agreement,
be validly issued, fully paid and non-assessable.
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)(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 240,004 shares of its common stock and to the
incorporation by reference therein of our report (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
St. Louis, Missouri
January 18, 1996
<PAGE> 1
EXHIBIT (23)(b)
---------------
<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 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.
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, 1996
<PAGE> 1
EXHIBIT (23)(c)
---------------
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
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 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
January 22, 1996
<PAGE> 1
EXHIBIT (23)(d)
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the reference to our firm under the
caption "Experts" and to the incorporation by reference therein of
our report dated January 17, 1995, except for the last paragraph of
Note 5, as to which the date is February 23, 1995, with respect to
the consolidated financial statements of Fourth Financial
Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 1994, filed with the Securities and Exchange
Commission incorporated by reference in the Registration Statement
(Form S-4) and related Prospectus of Boatmen's Bancshares, Inc. for
the registration of 240,004 shares of its common stock, and related
preferred share purchase rights.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Wichita, Kansas
January 24, 1996
<PAGE> 1
EXHIBIT (23)(e)
---------------
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Boatmen's Bancshares, Inc. Form
S-4 of our report dated March 11, 1993 on the consolidated
financial statements of Western National Bancorporation, Inc. as of
December 31, 1992 and 1991 and for the years ended December 31,
1992, 1991 and 1990 included in Fourth Financial Corporation's
December 31, 1994 Form 10-K.
/s/ ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
January 23, 1996
<PAGE> 1
EXHIBIT (23)(f)
---------------
CONSENT OF INDEPENDENT AUDITORS
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 240,004 shares
of its common stock. We also consent to the incorporation by
reference of our report dated February 19, 1993, with respect to the
consolidated financial statements of Commercial Landmark Corporation
and Subsidiaries included in Fourth Financial Corporation's Annual
Report (Form 10-K) for the year ended December 31, 1994.
/s/ SARTAIN FISCHBEIN & CO.
January 24, 1996
<PAGE> 1
EXHIBIT (23)(g)
---------------
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the reference of our firm under the
heading "Experts" in the Registration Statement (Form S-4) and
related Prospectus of Boatmen's Bancshares, Inc. for the
registration of up to 240,004 shares of its common stock. We also
consent to the incorporation by reference of our report dated
September 16, 1993, with respect to the consolidated financial
statements of Ponca Bancshares, Inc. and Subsidiary included in
Fourth Financial Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994.
/s/ GRA, Thompson, White & Co., P.C.
Merriam, Kansas
January 23, 1996
<PAGE> 1
EXHIBIT (23)(h)
---------------
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the reference to our firm under the
caption "Experts" in the Registration Statement (Form S-4) of
Boatmen's Bancshares, Inc. We also consent to the inclusion in the
Registration Statement of our report dated January 10, 1995 with
respect to the financial statements of Tom Green National Bank.
/s/ Oliver, Rainey & Wojtek
----------------------------------
Oliver, Rainey & Wojtek, L.L.P.
San Angelo, Texas
January 24, 1996
<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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 5, 1996
/s/ B. A. Bridgewater, Jr.
----------------------------------
B. A. Bridgewater, Jr.
<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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 4, 1996
/s/ Richard L. Battram
----------------------------------
Richard L. Battram
<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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 5, 1996
/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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 8, 1996
/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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 8, 1996
/s/ Gregory L. Curl
----------------------------------
Gregory L. Curl
<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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 5, 1996
/s/ John E. Hayes, Jr.
----------------------------------
John E. Hayes, Jr.
<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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 8, 1996
/s/ Samuel B. Hayes, III
----------------------------------
Samuel B. Hayes, III
<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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 9, 1996
/s/ C. Ray Holman
----------------------------------
C. Ray Holman
<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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 4, 1996
/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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 8, 1996
/s/ John Peters MacCarthy
----------------------------------
John Peters MacCarthy
<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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 5, 1996
/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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 5, 1996
/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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 5, 1996
/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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 4, 1996
/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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 5, 1996
/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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 5, 1996
/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 JAMES W.
KIENKER and DAVID L. FOULK, 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-4
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. in
connection with the Agreement and Plan of Merger, dated August 29,
1995, by and between Boatmen's First National Bank of Amarillo and
Tom Green National Bank, and joined in by Boatmen's Bancshares,
Inc. and Boatmen's Texas, Inc., 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: January 5, 1996
/s/ James W. Kienker
----------------------------------
James W. Kienker
<PAGE> 1
EXHIBIT (99)(a)
---------------
<PAGE> 2
PROXY
SPECIAL MEETING OF SHAREHOLDERS
TOM GREEN NATIONAL BANK
-----------------, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE ASSOCIATION
The undersigned shareholder of Tom Green National
Bank, a national banking association ("Tom Green National"),
hereby appoints Caroline Cargile, Clovis Olsak and Ben Woodward
(the "Proxies"), and either of them, with full power to act
alone, as proxies, each with full power of substitution and
revocation, to vote all shares of common stock of Tom Green
National that the undersigned is entitled to vote at the Special
Meeting of Shareholders to be held at the offices of Tom Green
National, 2302 Pulliam Street, San Angelo, Texas 76903, on
- -------------, 1996, at 10:00, a.m. local time, and at any
adjournments or postponements thereof, with all powers the
undersigned would possess if personally present, as follows:
Proposal to approve an Agreement and Plan of
Merger, dated August 29, 1995, by and between
Boatmen's First National Bank of Amarillo, a
national banking association, and Tom Green
National, and joined in by Boatmen's
Bancshares, Inc., a Missouri corporation
("Boatmen's"), and Boatmen's Texas, Inc., a
Missouri corporation and wholly-owned
subsidiary of Boatmen's
------ FOR ------ AGAINST ------ ABSTAIN
Proposal to permit the Special Meeting of
Shareholders to be adjourned or postponed, in
the discretion of the Proxies, which
adjournment or postponement could be used for
the purpose, among others, of allowing time
for the solicitation of additional votes to
approve the referenced Agreement and Plan of
Merger.
------ FOR ------ AGAINST ------ ABSTAIN
The undersigned hereby ratifies and confirms all that said
proxies, or any of them or their substitutes, may lawfully do or
cause to be done by virtue hereof, and acknowledges receipt of
the notice of said meeting and the Proxy Statement/Prospectus
accompanying it.
THIS PROXY WILL BE VOTED AS SPECIFIED BY YOU ABOVE. IF NO
SPECIFICATION IS MADE, YOUR SHARES WILL BE VOTED "FOR" THE
PROPOSALS DESCRIBED ABOVE.
Dated -----------------, 1996
------------------------------------
Please insert date of signing.
Sign exactly as name appears at
left. Where stock is issued in
two or more names, all should
sign. If signing as attorney,
administrator, executor, trustee
or guardian, give full title as
such. A corporation should sign
by an authorized officer and
affix seal.
uPAGE> 1
EXHIBIT (99)(b)
---------------
<PAGE> 2
On letterhead of:
Tom Green National Bank
----------------, 1996
Dear Shareholder:
We are pleased to invite you to attend the Special Meeting
of Shareholders (the "Special Meeting") of Tom Green National
Bank ("Tom Green National") on -------------, 1996. The Special
Meeting will be held at the offices of Tom Green National, 2302
Pulliam Street, San Angelo, Texas 76903, commencing at 10:00 a.m.
local time.
At the Special Meeting, Tom Green National shareholders will
be asked to approve the merger of Tom Green National with and
into Boatmen's First National Bank of Amarillo, a second-tier
subsidiary of Boatmen's Bancshares, Inc. ("Boatmen's"). The
merger terms provide that upon consummation of the merger each
outstanding share of common stock of Tom Green National will be
converted into 2.1525 shares of common stock of Boatmen's and
cash in lieu of fractional shares.
Your Board of Directors submits this proposed merger to you
after careful review and consideration. We believe that this
proposed merger will provide significant value to all
shareholders, enabling holders of Tom Green National common stock
to participate in the expanded opportunities for growth that
association with a larger, more geographically-diversified super-
regional financial organization makes possible and position Tom
Green National and its shareholders to take advantage of future
opportunities as the banking industry continues to consolidate
and restructure. Accordingly, the Board has approved the merger
as being in the best interests of Tom Green National and its
shareholders and recommends that you vote in favor of the merger
at the Special Meeting.
Shareholders are urged to read carefully the accompanying
Proxy Statement/Prospectus, which contains detailed information
concerning the matters to be acted upon at the Special Meeting.
Your participation in the meeting, in person or by proxy, is
important. Therefore, we ask that you please mark, sign and date
the enclosed proxy card and return it as soon as possible in the
enclosed postage-paid envelope. If you attend the Special
Meeting, you may vote in person if you wish, even if you have
previously mailed in your proxy card.
Sincerely,
<PAGE> 1
EXHIBIT 99(c)
-------------
<PAGE> 2
TOM GREEN NATIONAL BANK
A NATIONAL BANKING ASSOCIATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON --------------, 1996
----------------------------
The Special Meeting of Shareholders (the "Special Meeting")
of Tom Green National Bank ("Tom Green National") will be held on
- ---------------, 1996, at 10:00 a.m., local time, at the offices
of Tom Green National, 2302 Pulliam Street, San Angelo, Texas
76903, for the purpose of considering and voting upon a proposal
to approve and adopt the Agreement and Plan of Merger dated
August 29, 1995, attached as Appendix A to the accompanying Proxy
Statement/Prospectus, providing for the merger of Tom Green
National with and into Boatmen's First National Bank of Amarillo,
a national banking association and second-tier subsidiary of
Boatmen's Bancshares, Inc.
Only the holders of common stock of Tom Green National of
record at the close of business on -----------------, 1996 are
entitled to notice of and to vote at the Special Meeting or at
any adjournments or postponements thereof.
EACH SHAREHOLDER IS URGED TO COMPLETE AND RETURN PROMPTLY
THE ACCOMPANYING PROXY WHETHER OR NOT HE OR SHE PLANS TO ATTEND
THE SPECIAL MEETING. The prompt return of your signed proxy will
help assure a quorum and aid Tom Green National in reducing the
expense of additional proxy solicitation. The giving of such
proxy does not affect your right to vote in person in the event
you attend the Special Meeting.
By Order of the Board of Directors
Cashier
San Angelo, Texas
- -----------------, 1996
TOM GREEN NATIONAL SHAREHOLDERS SHOULD NOT SEND IN THEIR STOCK
CERTIFICATES UNTIL THEY RECEIVE THE LETTER OF TRANSMITTAL FORM
AND INSTRUCTIONS FOR SUBMITTING SUCH CERTIFICATES.
