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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 21, 1994
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MERCANTILE BANCORPORATION INC.
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(Exact name of Registrant as specified in its charter)
Missouri 1-11792 43-0951744
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
organization) Number)
P.O. Box 524, St. Louis, Missouri 63166-0524
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code (314) 425-2525
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ITEM 5. OTHER EVENTS
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Description of Terms of Proposed Agreement with Central
Mortgage Bancshares, Inc. On September 21, 1994, Mercantile
Bancorporation Inc. ("MBI") and Central Mortgage Bancshares,
Inc., a Missouri corporation ("Central Mortgage"), entered into
an Agreement and Plan of Merger (the "Merger Agreement") whereby
Central Mortgage will be merged into Ameribanc, Inc., a wholly
owned subsidiary of MBI (the "Merger").
Under the terms of the Merger Agreement, Central
Mortgage shareholders will receive 0.5970 of a share of MBI
common stock, par value $5.00 per share ("MBI Common Stock") for
each share of Central Mortgage common stock, par value $1.00 per
share ("Central Mortgage Common Stock").
Central Mortgage is a multi-bank holding company based
in Kansas City, Missouri which owns all of the outstanding
capital stock of four state banks with 17 offices in western
Missouri, and a mortgage banking unit based in Springfield,
Missouri. At June 30, 1994, Central Mortgage reported
approximately $629 million in total assets.
Immediately after executing the Merger Agreement, MBI
and Central Mortgage entered into an Investment Agreement (the
"Investment Agreement") pursuant to which Central Mortgage
granted MBI an option (the "Option") to purchase, under certain
circumstances and subject to certain adjustment, up to 736,667
authorized and unissued shares of Central Mortgage Common Stock,
at a price of $18.50 per share, payable in cash. The Option,
which, if exercised, would equal 19.9% of the outstanding Central
Mortgage Common Stock before giving effect to the exercise of the
Option, was granted as a condition of and in consideration for
MBI's entering into the Merger Agreement. Under certain
circumstances, Central Mortgage may be required or permitted to
repurchase the Option granted by it or the shares of Central
Mortgage Common Stock acquired pursuant to the exercise of the
Option.
Consummation of the Merger is subject to certain
conditions, including: (i) receipt of the approval of two-thirds
of the holders of Central Mortgage Common Stock of the Merger
Agreement and the Merger as required under Missouri law and the
charter documents of Central Mortgage; (ii) receipt of the
approval of the Federal Reserve Board and various other federal
and state regulatory authorities; (iii) registration of the
shares of MBI Common Stock to be issued in the Merger under the
Securities Act of 1933, as amended, and all applicable state
securities laws; (iv) receipt of an opinion of counsel as to the
tax-free nature of certain aspects of the Merger; (v) receipt of
an opinion of MBI's independent accountants as to the
qualification of the Merger for pooling-of-interests accounting
treatment; and (vi) satisfaction of certain other conditions.
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The Merger Agreement and the Merger will be submitted
for approval at a meeting of the shareholders of Central
Mortgage. Prior to the shareholders' meeting, MBI will file a
registration statement with the SEC in order to register the
shares of MBI Common Stock to be issued in the Merger under the
Securities Act of 1933, as amended. Such shares of MBI Common
Stock will be offered to Central Mortgage shareholders pursuant
to a prospectus that will also serve as the proxy statement for
the Central Mortgage shareholders' meeting. Prior to the record
date for the shareholders' meeting, all outstanding shares of
Series A preferred stock, $10.00 par value, of Central Mortgage
will have been either redeemed or converted into Central Mortgage
Common Stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereto duly authorized.
MERCANTILE BANCORPORATION INC.
Dated: October 3, 1994 By /s/Jon W. Bilstrom
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Jon W. Bilstrom
General Counsel and
Secretary
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Description Page No.
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<C> <S> <C>
99 Press Release, dated September 21,
1994, by MBI
</TABLE>
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FOR IMMEDIATE RELEASE: September 21, 1994
Contact: Patrick Strickler
(314) 425-3835
NYSE Symbol: MTL
In newspaper stock tables generally MercBc or MercBcpMO
MERCANTILE BANCORPORATION ANNOUNCES PLANS
TO MERGE WITH CENTRAL MORTGAGE BANCSHARES
Mercantile Bancorporation Inc., the St. Louis-based $12
billion bank holding company, today announced that it has signed
an agreement to merge with Central Mortgage Bancshares, Inc., a
$629 million-asset bank holding company based in Kansas City,
Missouri.
Central Mortgage operates four banks with 17 offices in
western Missouri, and a mortgage banking unit based in
Springfield. Citizens-Jackson County Bank, the company's
largest, has nine offices in the Kansas City area, two in
Warrensburg and one in Chilhowee. Central Mortgage also owns
Citizens State Bank of Nevada, with offices in Nevada and Butler;
Barton County State Bank, in Lamar; and Farmers Bank of Stover,
with two offices in Morgan County.
"The merger with Central Mortgage continues
Mercantile's strong and steady growth in the Kansas City area and
western Missouri," said Thomas H. Jacobsen, Mercantile's chairman
and chief executive officer. "Central Mortgage's network
provides a strategic expansion of Mercantile's Missouri
franchise, while its mortgage business will further expand our
home loan operations in the region."
"Mercantile has a long and distinguished tradition of
banking excellence, which is consistent with what we have worked
hard to build at Central Mortgage Bancshares," noted C. Adrian
Harmon, Central Mortgage's senior chairman and founder.
"We are pleased to have found in Mercantile a partner
that shares our focus on customer service and community
commitment," said Lynn A. Harmon, chairman and chief executive
officer of Central Mortgage. "I am confident that our customers,
employees and shareholders will all benefit from joining the
Mercantile family."
Central Mortgage shareholders will receive 2,625,533
shares of Mercantile common stock as consideration for the
merger. In connection with the transaction, Mercantile has an
option to acquire a number of shares equal to 19.9% of Central
Mortgage's outstanding common stock, exercisable under certain
conditions. Mercantile expects to complete the merger in the
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first half of 1995, subject to the approval of Central Mortgage
shareholders and regulatory agencies.
Mercantile also announced that it may purchase up to
262,500 shares of its own common stock in open-market
transactions.
St. Louis-based Mercantile Bancorporation Inc. had June
30, 1994 assets of approximately $12 billion and owns 41 banks in
Missouri, eastern Kansas, southern Illinois and northern Iowa.
On July 6, 1994, Mercantile announced plans to enhance its
southwestern Illinois franchise through a merger with the $210
million-asset Wedge Bank, based in Alton. On July 13, 1994,
Mercantile announced plans to expand its southwest and central
Missouri presence through a merger with Lebanon, Missouri-based
UNSL Financial Corp, the $464 million-asset parent of United
Savings Bank. Mercantile's non-bank subsidiaries include
companies providing brokerage services, asset-based lending,
investment advisory services and credit life insurance.
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