SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 1, 1994
Date of Report (Date of earliest event reported)
Mercantile Bancorporation Inc.
(Exact name of Registrant as specified in its charter)
Missouri 1-11792 43-0951744
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 524, St. Louis, Missouri 63166-0524
(Address of principal executive offices) (Zip Code)
(314) 425-2525
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective February 1, 1994, United Postal Bancorp,
Inc. ("UPBI"), a Delaware corporation and a unitary savings and
loan holding company subject to regulation by the Office of
Thrift Supervision under the Home Owners' Loan Act of 1933, as
amended, was merged (the "Merger") with and into a wholly owned
subsidiary of the Registrant ("Merger Corporation"), pursuant
to an Agreement and Plan of Reorganization dated August 17,
1993, between the Registrant and UPBI (the "Agreement").
Pursuant to the terms of the Agreement, effective
upon the Merger, each outstanding share of UPBI's common stock,
par value $.01 per share ("UPBI Common Stock"), was converted
into the right to receive 0.6154 of a share of the Registrant's
common stock, par value $5.00 per share ("Mercantile Common
Stock"), with cash in lieu of fractional shares.
The Registrant's Registration Statement on Form S-4
(Registration No. 33-50981), which was declared effective by
the Securities and Exchange Commission (the "Commission") on
November 12, 1993 (the "Registration Statement"), sets forth
certain information regarding the Merger, the Registrant and
UPBI, including without limitation the date and manner of the
Merger, a description of the assets involved, the nature and
amount of consideration paid by the Registrant therefor, the
method used for determining the amount of such consideration,
the nature of any material relationships between UPBI and the
Registrant, any officer or director of the Registrant, or any
associate of any such officer or director, the nature of UPBI's
business and the Registrant's intended use of the assets ac-
quired in the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) UPBI's consolidated financial statements and related
notes contained in UPBI's 1992 Annual Report on Form 10-K for
the fiscal year ended December 31, 1992 and the Independent
Auditors' Report relating to such financial statements
contained therein, and UPBI's consolidated financial statements
and related notes appearing in its Quarterly Reports on Form
10-Q for the quarters ended March 31, June 30 and September 30,
1993 are hereby incorporated herein by reference.
(b) The Registrant has filed all required pro forma
financial information required by Item 2 hereof with the Com-
mission as part of the Registration Statement.
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(c) Exhibits.
2.1 Agreement (incorporated by reference from
Appendix A to the Registration Statement
on Form S-4 (Registration No. 33-50981)).
24.1 Consent of KPMG Peat Marwick.
28.1 UPBI's consolidated financial statements
and related notes for the fiscal year
ended December 31, 1993 and the Indepen-
dent Auditors' Report relating thereto and
its unaudited financial statements and
related notes for the quarters ended March
31, June 30, and September 30, 1993 (in-
corporated by reference to UPBI's Annual
Reports on Form 10-K for the year ended
December 31, 1992 and Quarterly Reports on
Forms 10-Q for the quarters ended March
31, June 30, and September 30, 1993).
28.2 Pro forma financial information (incorpo-
rated by reference to the Registration
Statement on Form S-4 (Registration No.
33-50981)).
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SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
MERCANTILE BANCORPORATION INC.
Dated February 11, 1994 By /s/ Jon W. Bilstom
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EXHIBIT INDEX
2.1 Agreement (incorporated by reference from Appendix A
to the Registration Statement on Form S-4 (Registra-
tion No. 33-50981)).
24.1 Consent of KPMG Peat Marwick.
28.1 UPBI's consolidated financial statements and related
notes for the fiscal year ended December 31, 1993 and
the Independent Auditors' Report relating thereto and
its unaudited financial statements and related notes
for the quarters ended March 31, June 30, and
September 30, 1993 (incorporated by reference to
UPBI's Annual Reports on Form 10-K for the year ended
December 31, 1992 and Quarterly Reports on Forms 10-Q
for the quarters ended March 31, June 30, and
September 30, 1993).
28.2 Pro forma financial information (incorporated by ref-
erence to the Registration Statement on Form S-4
(Registration No. 33-50981)).
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Exhibit 24.1
Independent Auditors' Consent
The Board of Directors
United Postal Bancorp, Inc.:
We consent to incorporation by reference in Form 8-K of
Mercantile Bancorporation Inc. of our report dated January 25,
1993, relating to the consolidated balance sheets of United
Postal Bancorp, Inc. and subsidiary as of December 31, 1991 and
1992, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in
the three-year period ended December 31, 1992.
KPMG Peat Marwick
St. Louis, Missouri
February 14, 1994
