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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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AMENDMENT #1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 COMMISSION FILE NO. 1-11792
MERCANTILE BANCORPORATION INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MISSOURI 43-0951744
(STATE OF INCORPORATION) (IRS EMPLOYER
IDENTIFICATION NO.)
P.O. BOX 524 63166-0524
ST. LOUIS, MISSOURI (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-425-2525
SECURITIES REGISTERED PURSUANT TO NAME OF EXCHANGE ON WHICH
SECTION 12(b) OF THE ACT: REGISTERED:
(1) COMMON STOCK ($5.00 PAR VALUE) (1) NEW YORK STOCK EXCHANGE
(2) PREFERRED STOCK PURCHASE RIGHTS (2) NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
DURING THE PRECEDING 12 MONTHS, AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
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INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE
CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR
INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM
10-K. [X]
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-
AFFILIATES OF THE REGISTRANT AS OF MARCH 10, 1994:
COMMON STOCK, $5.00 PAR VALUE, $1,197,523,121
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
CLASSES OF COMMON STOCK, AS OF MARCH 10, 1994:
COMMON STOCK $5.00 PAR VALUE, 28,670,845 SHARES OUTSTANDING
(EQUAL TO 43,006,267 SHARES, AS ADJUSTED FOR THREE-FOR-TWO STOCK SPLIT
EFFECTIVE APRIL 11, 1994)
DOCUMENTS INCORPORATED BY REFERENCE
AS PROVIDED HEREIN, PORTIONS OF THE DOCUMENTS BELOW ARE INCORPORATED BY
REFERENCE:
DOCUMENT PART--FORM 10-K
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ANNUAL REPORT OF THE REGISTRANT TO ITS SHAREHOLDERS FOR
THE YEAR ENDED DECEMBER 31, 1993 PARTS I, II, IV
PROXY STATEMENT FOR THE 1994 ANNUAL MEETING OF
SHAREHOLDERS. PART III
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"Item 14(a)(3)--Exhibits" is hereby amended by inserting the following
entries:
No. 23-1 Consent of KPMG Peat Marwick (relating to report dated June
24, 1994, Mercantile Bancorporation Inc. Savings and
Incentive Plan financial statements.)
No. 23-2 Consent of KPMG Peat Marwick (relating to report dated March
31, 1994, United Postal Savings Savings Investment Plan financial
statements.)
No. 99 Report of the Independent Auditors KPMG Peat Marwick dated
June 24, 1994; Statements of Assets Available for Plan Benefits of
Mercantile Bancorporation Inc. Savings and Incentive Plan as of
December 31, 1993 and 1992; Statements of Changes in Assets
Available For Plan Benefits for the years then ended; and the Notes
and Schedules thereto; filed under cover of Form SE on June 29,
1994, are incorporated by reference herein.
No. 99-1 Report of the Independent Auditors KPMG Peat Marwick dated
March 31, 1994; Statement of Net Assets Available for Plan Benefits
of United Postal Savings Savings Investment Plan as of December
31, 1993; Statement of Changes in Net Assets Available For Plan
Benefits for the year then ended; and the Notes and Schedules
thereto; filed under cover of Form SE on June 29, 1994, are
incorporated by reference herein.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements: Incorporated herein by reference, are listed
in Item 8 hereof.
(2) Financial Statement Schedules:
None.
(3) Exhibits:
No. 3-1 Restated Articles of Incorporation of the Registrant, as
amended and currently in effect, filed as Exhibit 3.1 to
Registrant's Registration Statement No. 33-63196, are
incorporated herein by reference.
No. 3-2 By-Laws of the Registrant, as amended and currently in
effect, filed as Exhibit 3(ii) to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1993,
are incorporated herein by reference.
No. 4-1 Form of Indenture Regarding Subordinated Securities between
the Registrant and The First National Bank of Chicago as
Trustee, filed on March 31, 1992 as Exhibit 4.1 to
Registrant's Report on Form 8-K dated September 24, 1992,
is incorporated herein by reference.
No. 4-2 Rights Agreement dated as of May 23, 1988, between
Registrant and Mercantile Bank, as Rights Agent (including
as exhibits thereto the form of Certificate of Designation,
Preferences and Rights of Series A Junior Participating
Preferred Stock and the form of Rights Certificate) filed
on May 24, 1988, as Exhibits 1 and 2 to Registrant's
Registration Statement on Form 8-A, is incorporated herein
by reference.
No. 10-1 The Mercantile Bancorporation Inc. 1987 Stock Option Plan,
as amended, filed as Exhibit 10-3 to Registrant's Report on
Form 10-K for the year ended December 31, 1989, is
incorporated herein by reference.
No. 10-2 Deferred Compensation Plan for Directors of Mercantile
Bancorporation Inc. and Subsidiaries, filed as Exhibit 10-3
to Registrant's Report on Form 10-K for the year ended
December 31, 1983, is incorporated herein by reference.
No. 10-3 Retirement Plan for Directors of Mercantile Bancorporation
Inc., filed as Exhibit 10-5 to Registrant's Report on Form
10-K for the year ended December 31, 1989, is incorporated
herein by reference.
No. 10-4 The Mercantile Bancorporation Inc. Executive Incentive
Compensation Plan, filed as Exhibit 10-6 to Registrant's
Report on Form 10-K for the year ended December 31, 1989,
is incorporated herein by reference.
No. 10-5 The Mercantile Bancorporation Inc. Employee Stock Purchase
Plan, filed as Exhibit 10-7 to Registrant's Report on Form
10-K for the year ended December 31, 1989, is incorporated
herein by reference.
No. 10-6 The Mercantile Bancorporation Inc. 1991 Employee Incentive
Plan, filed as Exhibit 10-7 to Registrant's Report on Form
10-K for the year ended December 31, 1990, is incorporated
herein by reference.
No. 10-7 Form of Employment Agreement for Thomas H. Jacobsen, as
amended, filed as Exhibit 10-8 to Registrant's Report on
Form 10-K for the year ended December 31, 1989, is incor-
porated herein by reference.
No. 10-8 Form of Employment Agreement for Ralph W. Babb, Jr., John
W. McClure, W. Randolph Adams, John Q. Arnold and Certain
Other Executive Officers, filed as Exhibit 10-9 to
Registrant's Report on Form 10-K for the year ended
December 31, 1989, is incorporated herein by reference.
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No. 10-9 Form of Change of Control Employment Agreement for Ralph W.
Babb, Jr., John W. McClure, W. Randolph Adams, John Q.
Arnold and Certain Other Executive Officers, filed as
Exhibit 10-10 to Registrant's Report on Form 10-K for the
year ended December 31, 1989, is incorporated herein by
reference.
No. 10-10 Agreement and Plan of Reorganization dated August 17, 1993,
by and among Registrant and United Postal Bancorp, Inc.,
filed as Exhibit 2.1 to Registration Statement No.
33-50981, is incorporated herein by reference.
No. 10-11 Agreement and Plan of Reorganization dated July 1, 1992, by
and among Registrant and MidAmerican Corporation, Crown
Bancshares II, Inc. and Johnson County Bankshares, Inc.,
filed as Exhibit 2.1 to Registration Statement No.
33-52986, is incorporated herein by reference.
No. 10-12 Mercantile Bancorporation Inc. Supplemental Retirement
Plan, filed as Exhibit 10-12 to Registrant's Report on Form
10-K for the year ended December 31, 1992, is incorporated
herein by reference.
No. 13 Annual Report of the Registrant to its Shareholders for the
year ended December 31, 1993.
No. 21 Subsidiaries of the Registrant as of March 10, 1994.
No. 23 Consent of KPMG Peat Marwick.
No. 23-1 Consent of KPMG Peat Marwick (relating to report dated June
24, 1994, Mercantile Bancorporation Inc. Savings and Incentive
Plan financial statements.)
No. 23-2 Consent of KPMG Peat Marwick (relating to report dated
March 31, 1994, United Postal Savings Savings Investment Plan
financial statements.)
No. 24 Power of Attorney.
No. 99 Report of the Independent Auditors KPMG Peat Marwick dated
June 24, 1994; Statements of Assets Available for Plan Benefits
of Mercantile Bancorporation Inc. Savings and Incentive Plan as
of December 31, 1993 and 1992; Statements of Changes in Assets
Available For Plan Benefits for the years then ended; and the
Notes and Schedules thereto; filed under cover of Form SE on June
29, 1994, are incorporated by reference herein.
No. 99-1 Report of the Independent Auditors KPMG Peat Marwick dated March
31, 1994; Statement of Net Assets Available for Plan Benefits of
United Postal Savings Savings Investment Plan as of December 31,
1993; Statement of Changes in Net Assets Available For Plan
Benefits for the year then ended; and the Notes and Schedules
thereto; filed under cover of Form SE on June 29, 1994, are
incorporated by reference herein.
(b) Reports on Form 8-K:
Registrant filed one report on Form 8-K during the quarter ended
December 31, 1993. The Form 8-K, dated November 15, 1993, included,
pursuant to Item 5 and Item 7, updated financial statements and pro forma
financial information as listed below:
(i) HISTORICAL FINANCIAL STATEMENTS OF UPBI
Consolidated Balance Sheet as of September 30, 1993 (Unaudited)
Consolidated Statements of Operations for the nine months ended September
30, 1993 and 1992 (Unaudited)
Consolidated Statements of Cash Flows for the nine months ended September
30, 1993 and 1992 (Unaudited)
Notes to Consolidated Financial Statements (Unaudited)
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(ii) PRO FORMA FINANCIAL INFORMATION OF REGISTRANT SHOWING THE COMBINED
EFFECT OF THE CONSUMMATED ACQUISITION OF MT. VERNON AND THE THEN
PENDING ACQUISITIONS OF METRO AND UPBI:
Pro Forma Combined Consolidated Balance Sheet as of September 30, 1993
(Unaudited)
Pro Forma Combined Consolidated Income Statement for the nine months ended
September 30, 1993 (Unaudited)
Pro Forma Combined Consolidated Income Statement for the nine months ended
September 30, 1992 (Unaudited)
Notes to Pro Forma Combined Consolidated Financial Statements (Unaudited)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
MERCANTILE BANCORPORATION INC.
(Registrant)
Date: June 28, 1994 By: s/W. RANDOLPH ADAMS
W. Randolph Adams
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO.
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No. 23-1 Consent of KPMG Peat Marwick (relating to report dated
June 24, 1994, Mercantile Bancorporation Inc. Savings and
Incentive Plan financial statements.)
No. 23-2 Consent of KPMG Peat Marwick (relating to report dated March 31,
1994, United Postal Savings Savings Investment Plan financial
statements.)
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EXHIBIT 23-1
INDEPENDENT AUDITOR'S CONSENT
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The Board of Directors and Stockholders
Mercantile Bancorporation Inc.
Plan Administrator
Mercantile Bancorporation Inc.
Savings and Incentive Plan:
We consent to incorporation by reference in the Registration Statement (No.
33-35139) on Form S-8 of Mercantile Bancorporation Inc. and the Mercantile
Bancorporation Inc. Savings and Incentive Plan of our report dated June 24,
1994, relating to the Statements of Assets Available for Plan Benefits of
the Mercantile Bancorporation Inc. Savings and Incentive Plan as of
December 31, 1993 and 1992, and the related Statements of Changes in Assets
Available for Plan Benefits for the years then ended, which report appears
in the 1993 Annual Report on Form 10-K, as amended, of Mercantile
Bancorporation Inc.
s/KPMG PEAT MARWICK
St. Louis, Missouri
June 27, 1994
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EXHIBIT 23-2
INDEPENDENT AUDITOR'S CONSENT
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The Board of Directors and Stockholders
Mercantile Bancorporation Inc.
Plan Administrator
United Postal Savings
Savings Investment Plan:
We consent to incorporation by reference in the Registration Statement (No.
33-54864) on Form S-8 of United Postal Bancorp, Inc. of our report dated
March 31, 1994, relating to the Statement of Net Assets Available for Plan
Benefits of the United Postal Savings Savings Investment Plan as of
December 31, 1993, and the related Statement of Changes in Net Assets
Available for Plan Benefits for the year then ended, which report appears
in the 1993 Annual Report on Form 10-K, as amended, of Mercantile
Bancorporation Inc.
s/KPMG PEAT MARWICK
St. Louis, Missouri
June 27, 1994
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