<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-K/A
-----------------------
AMENDMENT #1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 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 SECTION 12(b) OF THE ACT: NAME OF EXCHANGE ON WHICH 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
------- -------
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, 1995:
COMMON STOCK, $5.00 PAR VALUE, $1,488,634,772
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
CLASSES OF COMMON STOCK, AS OF MARCH 10, 1995
COMMON STOCK $5.00 PAR VALUE, 45,681,034 SHARES OUTSTANDING
DOCUMENTS INCORPORATED BY REFERENCE
<TABLE>
AS PROVIDED HEREIN, PORTIONS OF THE DOCUMENTS BELOW ARE INCORPORATED BY
REFERENCE:
<CAPTION>
DOCUMENT PART--FORM 10-K
-------- ---------------
<S> <C>
ANNUAL REPORT OF THE REGISTRANT TO ITS SHAREHOLDERS FOR THE YEAR ENDED
DECEMBER 31, 1994 PARTS I, II, IV
PROXY STATEMENT FOR THE 1995 ANNUAL MEETING OF SHAREHOLDERS. PART III
</TABLE>
<PAGE> 2
"Item 14(a)(3)--Exhibits" is hereby amended by inserting the following entries:
No. 23-1 Consent of KPMG Peat Marwick LLP (relating to report dated June
16, 1995, Mercantile Bancorporation Inc. Savings and Incentive
Plan financial statements.)
No. 99 Report of the Independent Auditors KPMG Peat Marwick LLP dated
June 16, 1995; Statements of Assets Available for Plan Benefits
of Mercantile Bancorporation Inc. Savings and Incentive Plan as
of December 31, 1994 and 1993; Statements of Changes in Assets
Available For Plan Benefits for the years then ended; and the
Notes and Schedules thereto.
2
<PAGE> 3
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 Regis-
trant'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 3.2 to Registrant's Registration
Statement No. 33-57489, 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 Certifi-
cate) filed as Exhibits 1 and 2 to Registrant's Registration Statement on Form
8-A, dated May 24, 1988, 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 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. 10-3 The Mercantile Bancorporation Inc. Executive
Incentive Compensation Plan, filed as Appendix C to Registrant's definitive
Proxy Statement for the 1994 Annual Meeting of Shareholders, is incorporated
herein by references.
No. 10-4 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. 10-5 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. 10-6 Amendment Number One to the Mercantile
Bancorporation Inc. 1991 Employee Incentive Plan.
3
<PAGE> 4
No. 10-7 The Mercantile Bancorporation Inc. 1994 Stock
Incentive Plan, filed as Appendix B to Registrant's definitive Proxy Statement
for the 1994 Annual Meeting of Shareholders, is incorporated herein by
reference.
No. 10-8 The Mercantile Bancorporation Inc. 1994 Stock
Incentive Plan for Non-Employee Directors, filed as Appendix E to Registrant's
definitive Proxy Statement for the 1994 Annual Meeting of Shareholders, is
incorporated herein by reference.
No. 10-9 The Mercantile Bancorporation Inc. Voluntary
Deferred Compensation Plan, filed as Appendix D to Registrant's definitive
Proxy Statement for the 1994 Annual Meeting of Shareholders, is incorporated
herein by reference.
No. 10-10 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 incorporated herein by
reference.
No. 10-11 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.
No. 10-12 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. 10-13 Agreement and Plan of Reorganization dated
August 17, 1993, by and among Registrant and United Postal Bancorp, Inc.;
filed as Exhibit 2.1 to Registrant's Registration Statement No. 33-50981, is
incorporated herein by reference.
No. 10-14 Amended and Restated Agreement and Plan of
Reorganization dated as of December 2, 1994 by and among Mercantile
Bancorporation Inc. and TCBankshares, Inc., filed as Exhibit 2.1 to
Registrant's Report on Form 8-K dated December 21, 1994, is incorporated
herein by reference.
No. 10-15 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, 1994.
No. 21 Subsidiaries of the Registrant as of March
10, 1995.
No. 23 Consent of KPMG Peat Marwick LLP.
No. 23-1 Consent of KPMG Peat Marwick LLP (relating to
report dated June 16, 1995, Mercantile Bancorporation Inc. Savings and
Incentive Plan financial statements)
4
<PAGE> 5
No. 24 Power of Attorney (on signature page).
No. 27 Financial Data Schedule.
No. 99 Report of the Independent Auditors KPMG
Peat Marwick LLP dated June 16, 1995; Statements of Assets Available for Plan
Benefits of the Mercantile Bancorporation Inc. Savings and Incentive Plan as
of December 31, 1994 and 1993; Statements of Changes in Assets Available for
Plan Benefits for the years then ended; and the Notes and Schedules thereto.
(b) Reports on Form 8-K:
Registrant filed a Report on Form 8-K dated December 21, 1994.
Under Item 5 of that Report, Registrant disclosed that it had entered into,
and briefly described the terms of, an Agreement and Plan of Reorganization
("Agreement") with TCBankshares, Inc. ("TCB"), an Arkansas bank holding
company. Pursuant to the Agreement, Registrant will acquire TCB through
merger of TCB with and into a wholly owned subsidiary of Registrant, with the
shareholders of TCB to receive an aggregate of approximately 4,750,000 shares
of Registrant Common Stock, par value $5.00 per share. In addition, holders
of TCB Series A and Series B Preferred Stock would receive an aggregate of
5,306 shares of Registrant Series B-1 Preferred Stock and 9,500 shares of
Registrant Series B-2 Preferred Stock, respectively, in exchange for their
shares of TCB Series A and Series B Preferred Stock. Also under Item 5, and
as referenced in Item 7, the Registrant included in the Report the Report of
Independent Auditors of TCB and the following historical financial statements
of TCB:
Consolidated Balance Sheets as of December 31, 1993 and 1992
Consolidated Statements of Income for the Years Ended December 31,
1993, 1992 and 1991
Consolidated Statements of Stockholders' Equity for the Years
Ended December 31, 1993, 1992 and 1991
Consolidated Statements of Cash Flows for the Years Ended December
31, 1993, 1992 and 1991
Notes to Consolidated Financial Statements--December 31, 1993
Consolidated Balance Sheets as of September 30, 1994 and 1993
(Unaudited)
Consolidated Statements of Income for the Nine Months Ended
September 30, 1994 and 1993 (Unaudited)
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1994 and 1993 (Unaudited)
Consolidated Statements of Stockholders' Equity for the Nine
Months Ended September 30, 1994 and 1993 (Unaudited)
5
<PAGE> 6
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 29, 1995 By: s/W. RANDOLPH ADAMS
---------------------------
W. Randolph Adams
Chief Financial Officer
6
<PAGE> 7
EXHIBIT INDEX
-------------
EXHIBIT NO.
- -----------
No. 23-1 Consent of KPMG Peat Marwick LLP (relating to report dated June
16, 1995, Mercantile Bancorporation Inc. Savings and Incentive
Plan financial statements.)
No. 99 Report of the Independent Auditors KPMG Peat Marwick LLP dated
June 16, 1995; Statements of Assets Available for Plan Benefits
of the Mercantile Bancorporation Inc. Savings and Incentive Plan
as of December 31, 1994 and 1993; Statements of Changes in
Assets Available for Plan Benefits for the years then ended; and
the Notes and Schedules thereto.
7
<PAGE> 1
Independent Auditors' Consent
-----------------------------
The Board of Directors
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 16,
1995, relating to the statements of assets available for plan benefits of the
Mercantile Bancorporation Inc. Savings and Incentive Plan as of December 31,
1994 and 1993, and the related statements of changes in assets available for
plan benefits for the years then ended, which report appears in the 1994
Annual Report on Form 10-K, as amended, of Mercantile Bancorporation Inc.
St. Louis, Missouri s/KPMG Peat Marwick LLP
June 29, 1995
<PAGE> 1
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Financial Statements and Schedules
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
<PAGE> 2
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Table of Contents and Definitions
Table of Contents:
Independent Auditors' Report
Statement of Assets Available for Plan Benefits, December 31, 1994
Statement of Assets Available for Plan Benefits, December 31, 1993
Statement of Changes in Assets Available for Plan Benefits, Year ended
December 31, 1994
Statement of Changes in Assets Available for Plan Benefits, Year ended
December 31, 1993
Notes to Financial Statements, December 31, 1994 and 1993
<TABLE>
<CAPTION>
Schedule
--------
<S> <C>
Item 27a:
Schedule of Assets Held for Investment, December 31, 1994 1
Schedule of Assets Which Were Both Acquired and Disposed of
Within the Plan Year <F*>
Item 27b - Schedule of Loans or Fixed Income Obligations in Default <F*>
Item 27c - Schedule of Leases in Default or Classified as Uncollectible <F*>
Item 27d - Schedule of (5%) Reportable Transactions, Year ended
December 31, 1994 2
Item 27e - Schedule of Non-Exempt Transactions With Parties-in-interest <F*>
<FN>
<F*> The Trustee has certified that there were no assets acquired and disposed
of by the Plan within the year ended December 31, 1994 which require separate
disclosure, no non-exempt transactions with parties-in-interest during the
year ended December 31, 1994, and no obligations or leases in default at
December 31, 1994.
</TABLE>
Definitions:
Plan - Mercantile Bancorporation Inc. Savings and Incentive
Plan and Trust
Plan Administrator - Mercantile Employee Benefits Committee
Trustee - Mercantile Bank of St. Louis N.A.
ERISA - Employee Retirement Income Security Act of 1974
<PAGE> 3
Independent Auditors' Report
----------------------------
Mercantile Employee Benefits Committee
Mercantile Bancorporation Inc.
Savings and Incentive Plan and Trust:
We have audited the statements of assets available for plan benefits of the
Mercantile Bancorporation Inc. Savings and Incentive Plan and Trust (the
Plan) as of December 31, 1994 and 1993, and the related statements of changes
in assets available for plan benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits 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 the 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 audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits as of
December 31, 1994 and 1993, and the changes in assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included
in Schedules 1 and 2 is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statement of changes in assets available
for plan benefits is presented for purposes of additional analysis rather
than to present the changes in assets available for plan benefits of each
fund. The supplemental schedules and fund information have been subjected to
the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
June 16, 1995 s/KPMG Peat Marwick LLP
<PAGE> 4
<TABLE>
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Statement of Assets Available for Plan Benefits
December 31, 1994
<CAPTION>
Participant-Directed Funds
--------------------------------------------------------------------
Growth & Government Money Emerging
Balanced Income & Corporate Market Growth
Fund Fund Bond Fund Fund Fund
-------- -------- ----------- ------ --------
<S> <C> <C> <C> <C> <C>
Total non-interest-bearing cash $ 55,422 81,918 21,537 68,768 25,966
Receivables:
Employer contributions - - - - -
Income 1,019 834 29,231 44,594 318
---------- ---------- --------- --------- ---------
Total receivables 1,019 834 29,231 44,594 318
---------- ---------- --------- --------- ---------
General investments:
Interest-bearing cash (including money
market funds) 1,808,201 877,111 394,852 8,606,164 -
Certificates of deposit - - - 326,113 -
Loans to participants - - - - -
Value of interest in registered investment
companies 14,205,136 17,574,333 4,777,049 - 3,601,119
Other - - - - -
---------- ---------- --------- --------- ---------
Total general investments 16,013,337 18,451,444 5,171,901 8,932,277 3,601,119
---------- ---------- --------- --------- ---------
Total non-interest-bearing cash,
receivables, and general
investments 16,069,778 18,534,196 5,222,669 9,045,639 3,627,403
Employer-related investments - employer
securities - - - - -
---------- ---------- --------- --------- ---------
Assets available for plan benefits $ 16,069,778 18,534,196 5,222,669 9,045,639 3,627,403
========== ========== ========= ========= =========
<CAPTION>
Non-Par-
ticipant-
Directed
Funds Total
--------- -----
<S> <C> <C>
Total non-interest-bearing cash 69,900 323,511
Receivables:
Employer contributions 6,685,671 6,685,671
Income 330,448 406,444
---------- ----------
Total receivables 7,016,119 7,092,115
---------- ----------
General investments:
Interest-bearing cash (including money
market funds) 207,001 11,893,329
Certificates of deposit - 326,113
Loans to participants 3,287,533 3,287,533
Value of interest in registered investment
companies - 40,157,637
Other 11,028 11,028
---------- ----------
Total general investments 3,505,562 55,675,640
---------- ----------
Total non-interest-bearing cash,
receivables, and general
investments 10,591,581 63,091,266
Employer-related investments - employer
securities 36,726,313 36,726,313
---------- ----------
Assets available for plan benefits 47,317,894 99,817,579
========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE> 5
<TABLE>
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Statement of Assets Available for Plan Benefits
December 31, 1993
<CAPTION>
Participant-Directed Funds
------------------------------------------------------
Diver- Short
sified Equity Long-Term Term Money
Fund Fund Bond Fund Market Fund
------ ------ --------- -----------
<S> <C> <C> <C> <C>
Total non-interest-bearing cash $ - - - -
Receivables:
Employer contributions - - - -
Participant contributions 8,262 12,621 3,677 1,610
Income 37,554 1,728 24,570 41,361
---------- ---------- --------- ---------
Total receivables 45,816 14,349 28,247 42,971
---------- ---------- --------- ---------
General investments:
Interest-bearing cash (including money
market funds) 477,352 601,096 188,654 5,648,363
Certificates of deposit - - - 432,750
U.S. government securities - - - 297,519
Corporate debt instruments - all other - - - 1,306,505
Loans to participants - - - -
Value of interest in registered investment
companies 16,074,540 16,299,083 4,703,258 -
Other 9,778 - - -
---------- ---------- --------- ---------
Total general investments 16,561,670 16,900,179 4,891,912 7,685,137
---------- ---------- --------- ---------
Total non-interest-bearing cash,
receivables, and general
investments 16,607,486 16,914,528 4,920,159 7,728,108
Employer-related investments - employer
securities - - - -
---------- ---------- --------- ---------
Assets available for plan benefits $ 16,607,486 16,914,528 4,920,159 7,728,108
========== ========== ========= =========
<CAPTION>
Non-Par-
ticipant-
Directed
Funds Total
--------- -----
<S> <C> <C>
Total non-interest-bearing cash 28,866 28,866
Receivables:
Employer contributions 6,140,097 6,140,097
Participant contributions - 26,170
Income 232,145 337,358
---------- ----------
Total receivables 6,372,242 6,503,625
---------- ----------
General investments:
Interest-bearing cash (including money
market funds) 775,500 7,690,965
Certificates of deposit - 432,750
U.S. government securities - 297,519
Corporate debt instruments - all other - 1,306,505
Loans to participants 2,316,424 2,316,424
Value of interest in registered investment
companies - 37,076,881
Other 1,863 11,641
---------- ----------
Total general investments 3,093,787 49,132,685
---------- ----------
Total non-interest-bearing cash,
receivables, and general
investments 9,494,895 55,665,176
Employer-related investments - employer
securities 28,092,343 28,092,343
---------- ----------
Assets available for plan benefits 37,587,238 83,757,519
========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE> 6
<TABLE>
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Statement of Changes in Assets Available for Plan Benefits
Year ended December 31, 1994
<CAPTION>
Participant-Directed Funds
-------------------------------------------------------------------
Growth & Government Money Emerging
Balanced Income & Corporate Market Growth
Fund Fund Bond Fund Fund Fund
-------- -------- ----------- ------ --------
<S> <C> <C> <C> <C> <C>
Income:
Contributions - received or receivable
from:
Employers $ - - - - -
Participants 1,487,613 2,142,213 691,322 695,601 1,007,435
---------- ---------- --------- --------- ---------
Total contributions 1,487,613 2,142,213 691,322 695,601 1,007,435
---------- ---------- --------- --------- ---------
Earnings on investments:
Interest:
Interest-bearing cash (including
money market funds) 2,653 3,456 1,442 265,034 2,638
Certificates of deposit - - - 22,418 -
U.S. Government securities - - - 7,036 -
Corporate debt instruments - - - 26,176 -
---------- ---------- --------- --------- ---------
Total interest 2,653 3,456 1,442 320,664 2,638
---------- ---------- --------- --------- ---------
Dividends - common stock - - - - -
Realized gain (loss) on sale of assets:
Aggregate proceeds 5,542,568 4,360,540 3,046,717 5,849,473 3,860,201
Aggregate carrying amount (5,542,568) (4,360,540) (3,046,717) (5,870,733) (3,860,201)
---------- ---------- --------- --------- ---------
Total realized gain
(loss) on sale of assets - - - (21,260) -
---------- ---------- --------- --------- ---------
Unrealized appreciation (depreciation)
of assets - - - 2,736 -
Net investment gain (loss) from registered
investment companies (362,783) (79,750) (137,455) - 156,119
Other income 1,745 7,371 624 (6,759) 54
---------- ---------- --------- --------- ---------
Total income 1,129,228 2,073,290 555,933 990,982 1,166,246
---------- ---------- --------- --------- ---------
Expenses:
Administrative - - - - -
Benefit payment and payments to provide
benefits directly to participants or
beneficiaries 1,383,617 1,352,993 546,367 1,847,253 227,086
---------- ---------- --------- --------- ---------
Total expenses 1,383,617 1,352,993 546,367 1,847,253 227,086
---------- ---------- --------- --------- ---------
Net income (loss) (254,389) 720,297 9,566 (856,271) 939,160
Transfers to the Plan 1,036,906 1,293,766 882,612 2,628,243 884,123
Interfund transfers, net (1,320,225) (394,395) (589,668) (454,441) 1,804,120
Assets available for plan benefits:
Beginning of year 16,607,486 16,914,528 4,920,159 7,728,108 -
---------- ---------- --------- --------- ---------
End of year $ 16,069,778 18,534,196 5,222,669 9,045,639 3,627,403
========== ========== ========= ========= =========
<CAPTION>
Non-Par-
ticipant-
Directed
Funds Total
--------- -----
<S> <C> <C>
Income:
Contributions - received or receivable from:
Employers 7,906,492 7,906,492
Participants - 6,024,184
---------- ----------
Total contributions 7,906,492 13,930,676
---------- ----------
Earnings on investments:
Interest:
Interest-bearing cash (including money
market funds) 29,769 304,992
Certificates of deposit - 22,418
U.S. Government securities - 7,036
Corporate debt instruments - 26,176
---------- ----------
Total interest 29,769 360,622
---------- ----------
Dividends - common stock 1,276,389 1,276,389
Realized gain (loss) on sale of assets:
Aggregate proceeds 35,693,041 58,352,540
Aggregate carrying amount (34,949,212) (57,629,971)
----------- -----------
Total realized gain
(loss) on sale of assets 743,829 722,569
---------- ----------
Unrealized appreciation (depreciation)
of assets (82,652) (79,916)
Net investment gain (loss) from registered
investment companies - (423,869)
Other income 12,743 15,778
---------- ----------
Total income 9,886,570 15,802,249
---------- ----------
Expenses:
Administrative 56,388 56,388
Benefit payment and payments to provide
benefits directly to participants or
beneficiaries 3,677,883 9,035,199
---------- ----------
Total expenses 3,734,271 9,091,587
---------- ----------
Net income (loss) 6,152,299 6,710,662
Transfers to the Plan 2,623,748 9,349,398
Interfund transfers, net 954,609 -
Assets available for plan benefits:
Beginning of year 37,587,238 83,757,519
---------- ----------
End of year 47,317,894 99,817,579
========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE> 7
<TABLE>
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Statement of Changes in Assets Available for Plan Benefits
Year ended December 31, 1993
<CAPTION>
Participant-Directed Funds
------------------------------------------------------
Diver- Short
sified Equity Long-Term Term Money
Fund Fund Bond Fund Market Fund
------ ------ --------- -----------
<S> <C> <C> <C> <C>
Income:
Contributions - received or receivable from:
Employers $ - - - -
Participants 1,313,375 1,944,045 574,400 435,186
---------- ---------- --------- ----------
Total contributions 1,313,375 1,944,045 574,400 435,186
---------- ---------- --------- ----------
Earnings on investments:
Interest:
Interest-bearing cash (including money
market funds) 20,512 18,800 4,975 112,290
Certificates of deposit - - - 12,976
U.S. government securities - - - 29,826
Corporate debt instruments - - - 67,231
---------- ----------- --------- ----------
Total interest 20,512 18,800 4,975 222,323
---------- ---------- --------- ----------
Dividends - common stock - - - -
Realized gain (loss) on sale of assets:
Aggregate proceeds 3,049,197 6,320,787 1,207,266 17,849,731
Aggregate carrying amount (3,049,197) (6,320,787) (1,207,266) (17,879,593)
---------- ---------- --------- ----------
Total realized loss on sale of assets - - - (29,862)
---------- ---------- --------- -----------
Unrealized depreciation of assets - - - (4,429)
Net investment gain from registered investment
companies 1,245,339 1,280,257 366,786 -
Other income 197 2,770 73 10,197
---------- ---------- --------- ----------
Total income 2,579,423 3,245,872 946,234 633,415
Expenses - benefit payment and payments to provide
benefits directly to participants or beneficiaries 512,850 798,634 233,983 179,444
---------- ---------- --------- ----------
Net income 2,066,573 2,447,238 712,251 453,971
Transfers to the Plan 1,626,747 1,503,742 556,167 3,068,596
Interfund transfers, net (250,815) 583,223 (428,006) (588,787)
Assets available for plan benefits:
Beginning of year 13,164,981 12,380,325 4,079,747 4,794,328
---------- ---------- --------- ----------
End of year $ 16,607,486 16,914,528 4,920,159 7,728,108
========== ========== ========= ==========
<CAPTION>
Non-Par-
ticipant-
Directed
Funds Total
--------- -----
<S> <C> <C>
Income:
Contributions - received or receivable from:
Employers 6,919,553 6,919,553
Participants - 4,267,006
---------- ----------
Total contributions 6,919,553 11,186,559
---------- ----------
Earnings on investments:
Interest:
Interest-bearing cash (including money
market funds) 8,236 164,813
Certificates of deposit - 12,976
U.S. government securities - 29,826
Corporate debt instruments - 67,231
---------- ----------
Total interest 8,236 274,846
---------- ----------
Dividends - common stock 692,889 692,889
Realized gain (loss) on sale of assets:
Aggregate proceeds 7,598,137 36,025,118
Aggregate carrying amount (7,629,354) (36,086,197)
---------- ----------
Total realized loss on sale of assets (31,217) (61,079)
---------- ----------
Unrealized depreciation of assets (2,526,490) (2,530,919)
Net investment gain from registered investment
companies - 2,892,382
Other income 4,045 17,282
---------- ----------
Total income 5,067,016 12,471,960
Expenses - benefit payment and payments to provide
benefits directly to participants or beneficiaries 1,521,296 3,246,207
---------- ----------
Net income 3,545,720 9,225,753
Transfers to the Plan 11,327,445 18,082,697
Interfund transfers, net 684,385 -
Assets available for plan benefits:
Beginning of year 22,029,688 56,449,069
---------- ----------
End of year 37,587,238 83,757,519
========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE> 8
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Notes to Financial Statements
December 31, 1994 and 1993
(1) Description of the Plan
-----------------------
The following description of the Plan provides only general information.
Interested parties should refer to the plan agreement for a more complete
description of the Plan's provisions.
General
-------
The Plan, which was adopted in 1969, is a defined contribution plan which
covers all employees of Mercantile Bancorporation Inc. and subsidiaries
(Mercantile) who have completed one year of service. The Plan is subject
to the provisions of ERISA and structured to incorporate the provisions
available under Section 401(k) of the Internal Revenue Code, which allows
member and sponsor contributions to be excluded from federal and state
income taxation within certain prescribed limits. The Plan
Administrator, appointed by the Board of Directors, manages and directs
the operation of the Plan.
Contributions
-------------
Participants may contribute 2% to 10% of their annual compensation and
may elect to have their contribution invested in the following separate
investment funds within the Plan (effective January 1, 1994, Mercantile
changed the fund names as indicated below):
. Balanced Fund (previously the Diversified Fund) which can
invest in fixed-income securities and equity securities;
. Growth & Income Fund (previously the Equity Fund), which invests
primarily in broadly diversified equity securities;
. Government & Corporate Bond Fund (previously the Long-Term Bond
Fund), which invests primarily in debt obligations with maturity
dates of one year or more;
. Money Market Fund (previously the Short-Term Money Market Fund),
which invests primarily in fixed income obligations with maturity
dates of less than one year;
. Emerging Growth Fund, a new fund offered beginning January 1,
1994, which invests in common stocks of emerging or established
small-to-medium-sized companies.
Mercantile's contribution has both a matching and incentive component.
As a matching component, Mercantile contributes 25% of a participant's
contribution not to exceed 6% of the participant's compensation.
Mercantile's incentive contribution is based on a formula using a
return-on-assets ratio. Incentive contributions cannot exceed 5% of the
total compensation paid to participants during a plan year. Both the
matching and the incentive contributions are invested in Mercantile
Bancorporation Inc. common stock.
(Continued)
<PAGE> 9
2
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Notes to Financial Statements
Participant Accounts
--------------------
Each participant account is credited with the participant's contribution
and an allocation of employer contributions and plan earnings.
Non-Participant-Directed Funds
------------------------------
Included in non-participant-directed funds are a Loan Fund, Stock Fund,
and Suspense Fund. The Loan Fund allows participating employees to
borrow money, within specified limits, in the form of interest-bearing
promissory notes from the Plan to be repaid over a period not to exceed
five years for general loans or 10 years for mortgage loans. The Stock
Fund holds the investments in Mercantile Bancorporation Inc. common
stock. Participant withdrawals are paid from the Suspense Fund which
receives cash from the various funds as payments are approved.
Vesting
-------
Participants are fully vested in their account balances.
Benefit Payments
----------------
Upon termination of employment, participants shall be paid the balance of
their account in a lump sum or installments in accordance with plan
provisions over a period not to exceed 10 years.
(2) Summary of Significant Accounting Policies
------------------------------------------
Basis of Accounting
-------------------
The accompanying financial statements have been prepared on an accrual
basis and present the assets available for plan benefits and changes
in those assets.
Valuation of Investments
------------------------
Marketable securities are stated at fair value. Securities traded on a
national securities exchange are valued at the last reported sales
price on the last business day of the plan year. Investments traded in
the over-the-counter market and listed securities for which no sale was
reported on that date are valued at the average of the last reported bid
and ask prices.
For certain investments, consisting of corporate bonds and notes that do
not have an established fair value, the Trustee has established a fair
value based on yields currently available on comparable securities
issued with similar credit ratings.
Interest-bearing cash represents certificates of deposit and units of
participation in the Arch Money Market Portfolio Trust Shares and Cash
Assets Trust Money Market. The fair value of units of the Arch Money
Market Portfolio Trust Shares is the value on the last business day of
the year provided by The Winsbury Company, the administrator of the Arch
Fund Inc. The fair value of the units of participation in the Cash
Assets Trust Money Market Shares is based on the redemptive value of the
units as provided by the fund administrator, Hawaiian Trust Company
Limited.
(Continued)
<PAGE> 10
3
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Notes to Financial Statements
Investment Transactions
-----------------------
Investment transactions are accounted for on the trade date (date the
order to buy or sell is executed). The realized gains or losses on
investments are determined principally using the average cost of the
individual security issue as a basis. Average cost is based on the
market value of the security at the beginning of the year and the
acquisition cost of any purchases made during the year.
Costs of Plan Administration
----------------------------
Fees and expenses incurred by the Trustee and the Plan's management in
the administration of the Plan are paid by Mercantile and from plan
assets. Expenses solely attributable to the investment of plan funds
shall be paid by plan assets.
Reclassifications
-----------------
Certain reclassifications have been made to the 1993 financial statement
amounts to conform to the 1994 presentation.
(3) Investments
-----------
Except for contracts held by an insurance company, the Plan's investments
are maintained in a trust fund managed by the Trustee on behalf of the
Plan. During 1994 and 1993, the Plan's investments, exclusive of
investments in collective investment trust funds and registered
investment companies, appreciated (depreciated) in fair value as
follows:
<TABLE>
<CAPTION>
Net appreciation
(depreciation) in fair
value during year
-----------------
Realized Unrealized
-------- ----------
<S> <C> <C>
Year ended December 31, 1994:
Notes, bonds, and debentures $ (21,260) 2,736
Common stocks 743,829 (82,652)
-------- ---------
$ 722,569 (79,916)
======== =========
Year ended December 31, 1993:
U.S. government agency securities $ (7,032) 9,055
Notes, bonds, and debentures (22,830) (13,484)
Common stocks (31,217) (2,526,490)
-------- ---------
$ (61,079) (2,530,919)
======== =========
</TABLE>
The following table presents the fair values of investments that represent
5% or more of the Plan's assets as of December 31, 1994 and 1993:
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Arch Money Market Portfolio Trust Shares $ 11,893,329 7,578,094
Arch Emerging Growth Portfolio 3,601,119 -
Arch Government and Bond Portfolio 4,777,049 11,726,152
Arch Balanced Portfolio 14,205,136 -
Arch Growth and Income Equity Portfolio 17,574,333 25,350,729
Mercantile Bancorporation Inc. Common Stock 36,726,313 28,092,343
========== ==========
</TABLE>
(Continued)
<PAGE> 11
4
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Notes to Financial Statements
(4) Summary of Assets Available for Plan Benefits
---------------------------------------------
<TABLE>
Assets available for plan benefits are comprised of the following:
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Assets available for benefit claims
currently payable:
Balanced Fund $ 232,648 82,807
Growth & Income Fund 87,461 138,425
Government & Corporate Bond Fund 14,058 105,395
Money Market Fund 139,533 949,274
Emerging Growth Fund 5,968 -
Non-Participant-Directed Funds 1,073,910 475,274
---------- ----------
1,553,578 1,751,175
---------- ----------
Assets available for future benefit
claims:
Balanced Fund 15,837,130 16,524,679
Growth & Income Fund 18,446,735 16,776,103
Government & Corporate Bond Fund 5,208,611 4,814,764
Money Market Fund 8,906,106 6,778,834
Emerging Growth Fund 3,621,435 -
Non-Participant-Directed Funds 46,243,984 37,111,964
---------- ----------
98,264,001 82,006,344
---------- ----------
Assets available for plan benefits $ 99,817,579 83,757,519
========== ==========
</TABLE>
For regulatory reporting under Form 5500, benefit claims currently
payable are categorized as a liability with a corresponding reduction of
assets available for plan benefits.
(5) Transfers to the Plan
---------------------
During 1994, Mercantile acquired Mt. Vernon Bancorp, Inc, United Postal
Bancorp, Inc., and Metro Bancorporation. In connection with these
acquisitions, Mt. Vernon Bancorp Inc. Profit Sharing and Thrift
(Mt. Vernon Plan) merged into the Plan effective January 1, 1994. The
fair value of the Mt. Vernon Plan assets transferred to the Plan was
$1,066,302. The United Postal Savings Investment Plan (United Postal
Plan) and the Metro Bancorporation Thrift Plan (Metro Plan) were merged
into the Plan effective July 1, 1994. The fair value of the United
Postal Plan's and Metro Plan's assets transferred to the Plan were
$4,600,074 and $3,683,022, respectively. All assets transferred into the
Plan are reflected within transfers to the Plan.
(6) Income Tax Status
-----------------
The Internal Revenue Service (IRS) issued a determination letter on
August 14, 1986 which stated that the Plan and its underlying trust
qualify under the applicable provisions of the Internal Revenue Code
and, therefore, are exempt from federal income taxes. The Plan and its
underlying trust have been amended to conform with current tax law
changes. The current amended plan document has not been submitted to
the IRS for a letter of determination to confirm that the Plan continues
to qualify as exempt from
(Continued)
<PAGE> 12
5
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Notes to Financial Statements
federal income taxes. In the opinion of the Plan's management and the
Plan's qualified tax advisor, the Plan and its underlying trust have
operated within the terms of the plan documents and remain qualified
under the applicable provisions of the Internal Revenue Code.
(7) Plan Termination
----------------
While Mercantile has not expressed any intent to terminate the Plan or
discontinue contributions, it may do so at any time, subject to the
provision set forth in ERISA. Upon a complete or partial termination of
the Plan, any participant who is then an employee would become 100%
vested in all amounts held in the Trust.
(8) Subsequent Events
-----------------
On January 3, 1995, Mercantile completed a merger with Wedge Bank
(Wedge), an Alton, Illinois-based bank. In connection with the merger,
the Wedge Group of Community Banks 401K Plan (Wedge Plan) merged into
the Plan effective July 1, 1995. The fair value of the Wedge Plan's
assets was approximately $2,100,000 (unaudited) at December 31, 1994.
In May 1995, Mercantile completed a merger with Central Mortgage
Bancshares, Inc. headquartered in Kansas City, Missouri. In connection
with the merger, the Central Mortgage Bancshares, Inc. Employee Stock
Ownership Plan's (Central Mortgage Plan) cash and stock will transfer
into the Plan on July 1, 1995 and September 30, 1995, respectively. The
fair value of the Central Mortgage Plan's assets was approximately
$10,000,000 (unaudited) at December 31, 1994.
In May 1995, TCBankshares, Inc. merged with Mercantile. The anticipated
date of the merging of TCBankshares, Inc. 401K Profit Sharing Plan
(TCBankshares Plan) into the Plan is January 1, 1996. The fair value of
TCBankshares Plan's assets was approximately $1,800,000 (unaudited) at
May 31, 1995.
In January 1995, Mercantile announced plans to acquire Plains Spirit
Financial Corporation, with completion of the merger anticipated by
July 1995. In connection with the merger, the First Federal Savings
Bank of Iowa Retirement Savings Plan (Plains Spirit Plan) is estimated
to merge into the Plan on January 1, 1996. The fair value of the Plains
Spirit Plan's assets was approximately $4,150,000 (unaudited) at June
30, 1995.
In January 1995, Mercantile announced plans to acquire Southwest
Bancshares, with completion of the merger anticipated by August 1995.
The Southwest Bancshares, Inc. 401(k) Plan (Southwest Plan) is estimated
to merge into the Plan on January 1, 1996. The fair value of the
Southwest Plan's assets was approximately $700,000 (unaudited) at June
30, 1995.
Effective January 1, 1995, the Plan Administrator approved the change in
the Plan name from the Savings and Incentive Plan to the Horizon Plan.
In addition, Mercantile approved an increase in the employer
contribution match from 25% to 50%, changed the return on assets
requirements for an incentive contribution (referred to as a
discretionary match), required employee contributions to be eligible
for the discretionary match, and allowed employees to contribute to the
stock fund.
<PAGE> 13
Schedule 1
----------
<TABLE>
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Schedule of Assets Held for Investment
December 31, 1994
<CAPTION>
Principal Current
amount Description Cost Value
--------- ----------- ---- -------
<C> <S> <C> <C>
Cash equivalents:
$ 11,893,329 Arch Money Market Portfolio Trust Shares<F**> $ 11,893,329 11,893,329<F*>
326,113 Certificates of deposit 326,113 326,113
============ ---------- ----------
12,219,442 12,219,442
---------- ----------
Loans to participants - general purpose
and residential loans (interest rates
range from 7-1/2% to 10%) 3,287,533 3,287,533
<CAPTION>
Units
-----
<C> <S> <C> <C>
Registered investment companies:
320,955 Arch Emerging Growth Portfolio<F**> 3,711,085 3,601,119<F*>
494,007 Arch Government and Bond Portfolio<F**> 5,065,597 4,777,049<F*>
1,484,340 Arch Balanced Portfolio<F**> 14,987,927 14,205,136<F*>
1,400,345 Arch Growth and Income Equity Portfolio<F**> 18,926,229 17,574,333<F*>
============ ---------- ----------
42,690,838 40,157,637
---------- ----------
<CAPTION>
Shares
------
<C> <S> <C> <C>
Employer-related companies -
1,175,242 Mercantile Bancorporation Inc. 25,338,440 36,726,313<F*>
============ Common Stock<F**>
Corporate stocks -
69.00 Common Equitable Companies Inc.<F**> 621 1,250
============
<CAPTION>
Units
------
<C> <S> <C> <C>
Miscellaneous assets -
4.0 Equitable Life Insurance 9,778 9,778
============= ---------- ----------
Total assets held for investment $ 83,546,652 92,401,953
========== ==========
<FN>
<F*> Represents an investment which exceeds 5% or greater of assets available
for plan benefits.
<F**> Represents allowable party-in-interest transactions.
See accompanying independent auditors' report.
</TABLE>
<PAGE> 14
Schedule 2
----------
<PAGE> 15
<TABLE>
MERCANTILE BANCORPORATION INC.
SAVINGS AND INCENTIVE PLAN AND TRUST
Reportable Transactions
Year ended December 31, 1994
<CAPTION>
Number Number
of of
Identity of trans- Purchase trans- Selling
party involved Description of transaction actions price actions price
--------------- --------------------------- ------- -------- ------- -------
<C> <S> <C> <C> <C> <C>
Arch Money Market Purchases and sales of units
Portfolio Trust of the Arch Money Market
Shares Portfolio Trust Shares<F*> 859 $ 40,582,076 675 $ 34,836,142
Mercantile Bancorpora- Purchases and sales of shares
tion Inc. of Mercantile Bancorporation
Inc. common stock<F*> 11 7,301,206 - -
Arch Balanced Portfolio Purchases and sales of shares
of the Arch Balanced
Portfolio shares<F*> 21 18,393,237 12 3,255,000
Arch Emerging Growth Purchases and sales of units
Portfolio of the Arch Emerging Growth
Portfolio<F*> 25 3,876,290 6 170,000
Arch Government and Bond Purchases and sales of units
Portfolio of the Arch Government and Bond
Portfolio<F*> 27 1,593,328 11 8,203,217
Arch Growth and Income Purchases and sales of units
Equity Portfolio of the Arch Growth and Income
Equity Portfolio<F*> 21 3,376,382 10 10,618,552
=== ========== === ==========
<CAPTION>
Expense Current
incurred value on Net
with Cost trans- gain
Identity of Lease trans- of action or
party involved Description of transaction rental action assets date (loss)
-------------- --------------------------- ------ -------- ------ -------- ------
<C> <S> <C> <C> <C> <C> <C>
Arch Money Market Purchases and sales of units
Portfolio Trust of the Arch Money Market
Shares Portfolio Trust Shares<F*> - - 34,836,142 34,836,142 -
Mercantile Bancorpora- Purchases and sales of shares
tion Inc. of Mercantile Bancorporation
Inc. common stock<F*> - 6,876 - - -
Arch Balanced Portfolio Purchases and sales of shares
of the Arch Balanced
Portfolio shares<F*> - - 3,405,311 3,255,000 (150,311)
Arch Emerging Growth Purchases and sales of units
Portfolio of the Arch Emerging Growth
Portfolio<F*> - - 165,205 170,000 4,795
Arch Government and Bond Purchases and sales of units
Portfolio of the Arch Government and Bond
Portfolio<F*> - - 8,233,718 8,203,217 (30,501)
Arch Growth and Income Purchases and sales of units
Equity Portfolio of the Arch Growth and Income
Equity Portfolio<F*> - - 10,609,443 10,618,552 9,109
=== ===== ========== ========== =========
<FN>
Note: Schedule includes individually reportable transactions.
<F*> Represents allowable party-in-interest transactions.
See accompanying independent auditors' report.
</TABLE>
