<PAGE> 1
As Filed With the Securities and Exchange Commission on May 17, 1995
Registration No. 33-56603
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------
AMENDMENT NO. 1
(Post Effective Amendment No. 1)
ON FORM S-8
TO FORM S-4
Registration Statement Under
The Securities Act of 1933
----------------------
MERCANTILE BANCORPORATION INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-0951744
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) P.O. Box 524 Identification No.)
St. Louis, Missouri 63166-0524
(Address of Principal Executive Offices)
CENTRAL MORTGAGE BANCSHARES, INC.
INCENTIVE STOCK OPTION PLAN FOR KEY EMPLOYEES
and
CENTRAL MORTGAGE BANCSHARES, INC.
INCENTIVE PLAN OF 1990
(Full title of the plan)
------------------------
W. RANDOLPH ADAMS
Senior Executive Vice President and Chief Financial Officer
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
(Name and address of agent for service)
Telephone: (314) 425-2525
------------------------
Copy to:
JON W. BILSTROM, ESQ. ROBERT M. LAROSE, ESQ.
General Counsel and Secretary Thompson & Mitchell
Mercantile Bancorporation Inc. One Mercantile Center
P.O. Box 524 St. Louis, Missouri 63101
St. Louis, Missouri 63166-0524 (314) 231-7676
(314) 425-2525
--------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==================================================================================================================
Title of each class of Amount to be Proposed Proposed maximum Amount of
securities to be registered registered maximum offering aggregate offering registration fee
price per unit price
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 par 87,580 shares N/A N/A <F2>
value <F1>
==================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> The registrant previously paid $27,873.64 with the original filing
on November 23, 1994 to register 2,625,533 shares of Mercantile
Bancorporation Inc. Common Stock, including the 87,580 shares
which may be issued pursuant to the Central Mortgage Bancshares,
Inc. Incentive Stock Option Plan for Key Employees and the Central
Mortgage Bancshares, Inc. Incentive Plan of 1990.
</TABLE>
--------------------------
This amendment shall become effective in accordance with the
provisions of Rule 464 promulgated under the Securities Act of 1933.
<PAGE> 2
The undersigned registrant hereby files this post-effective amendment
(the "Registration Statement") to register on Form S-8 shares of
Mercantile Bancorporation Inc. (hereinafter the "Company" or the
"Registrant") Common Stock, $5.00 par value, and attached Preferred Share
Purchase Rights of the Company, previously registered on Form S-4 (File
No. 33-56603) for issuance pursuant to options granted under the Central
Mortgage Bancshares, Inc. Incentive Stock Option Plan for Key Employees
(the "Key Employee Plan") and the Central Mortgage Bancshares, Inc.
Incentive Plan of 1990 (the "1990 Plan") (the Key Employee Plan and the
1990 Plan are collectively referred to herein as the "Plans"), pursuant to
the terms and conditions of the Amended and Restated Agreement and Plan of
Merger dated as of November 1 1994 by and among the Company, Ameribanc,
Inc. and Central Mortgage Bancshares, Inc. (such merger was consummated on
May 1, 1995). Of the 87,580 shares registered by this Registration
Statement, 7,164 and 80,416 shares are registered for issuance pursuant to
options granted under the Key Employee Plan and the 1990 Plan,
respectively.
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 are
incorporated herein by reference:
(a) The Company's Report on Form 10-K for the year ended
December 31, 1994.
(b) MBI's Report on Form 10-Q for the quarter ended March 31,
1995.
(c) MBI's Current Report on Form 8-K dated May 12, 1995.
(d) The description of the Company's Common Stock set forth in
Item 1 of the Company's Registration Statement on Form 8-A,
dated March 5, 1993, and any amendment or report filed for
the purpose of updating such description.
(e) The description of the Company's Preferred Share Purchase
Rights set forth in Item 1 of the Company's Registration
Statement on Form 8-A, dated March 5, 1993, and any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date any such document is
filed. The information relating to the Company contained in this
Registration Statement does not purport to be complete and should be read
together with the information in the documents incorporated by reference
herein. Any statement contained herein or in a document incorporated
herein by reference shall be deemed to be modified or superseded for
purposes hereof to the extent that a subsequent statement contained herein
or in any other subsequently filed document 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 hereof.
Where any documents or part thereof is incorporated by reference
in the Registration Statement, the Company will provide without charge to
each person to whom a Prospectus with respect to either of the Plans is
delivered, upon written or oral request of such person, a copy of any and
all of the information incorporated by reference in the Registration
Statement, excluding exhibits unless such exhibits are specifically
incorporated by reference.
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<PAGE> 3
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Sections 351.355(1) and (2) of The General and Business Corporation
Law of the State of Missouri provide 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 a
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(3) 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 attorneys' fees, actually and
reasonably incurred in connection with such action, suit or proceeding.
Section 351.355(7) provides that a 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 bylaw 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 or which involved an accounting for profits pursuant to
Section 16(b) of the Securities Exchange Act of 1934.
Article 12 of the Restated Articles of Incorporation of the
Registrant provides that the Registrant shall extend to its directors and
executive officers the indemnification specified in subsections (1) and
(2) and the additional indemnification authorized in subsection (7) and
that it may extend to other officers, employees and agents such
indemnification and additional indemnification.
Pursuant to directors' and officers' liability insurance policies,
with total annual limits of $30,000,000, the Registrant's directors and
officers 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 the
Registrant, individually or collectively, or any matter claimed against
them solely by reason of their being directors or officers of the
Registrant.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to such provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and
is therefore unenforceable.
Item 8. Exhibits.
--------
See Exhibit Index located at page 8 hereof.
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<PAGE> 4
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
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<PAGE> 5
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis,
State of Missouri, on the 15th day of May, 1995.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
MERCANTILE BANCORPORATION INC.
By /s/ Thomas H. Jacobsen
--------------------------------------
Thomas H. Jacobsen
Chairman of the Board,
President and Chief Executive Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas H. Jacobsen Chairman of the Board, May 15, 1995
- - ------------------------------ President, Chief Executive
Thomas H. Jacobsen Officer and Director
Principal Executive Officer
/s/ W. Randolph Adams Senior Executive Vice President May 15, 1995
- - ------------------------------ and Chief Financial Officer
W. Randolph Adams
Principal Financial Officer
/s/ Michael T. Normile Senior Vice President - Finance May 15, 1995
- - ------------------------------ and Control
Michael T. Normile
Principal Accounting Officer
<F*> Director May 15, 1995
- - ------------------------------
Richard P. Conerly
<F*> Director May 15, 1995
- - ------------------------------
Harry M. Cornell, Jr.
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<PAGE> 6
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
<F*> Director May 15, 1995
- - ------------------------------
Earl K. Dille
<F*> Director May 15, 1995
- - ------------------------------
J. Cliff Eason
<F*> Director May 15, 1995
- - ------------------------------
Bernard A. Edison
<F*> Director May 15, 1995
- - ------------------------------
William A. Hall
<F*> Director May 15, 1995
- - ------------------------------
Thomas A. Hays
<F*> Director May 15, 1995
- - ------------------------------
William G. Heckman
Director May ---, 1995
- - ------------------------------
Frank Lyon, Jr.
<F*> Director May 15, 1995
- - ------------------------------
Charles H. Price II
<F*> Director May 15, 1995
- - ------------------------------
Harvey Saligman
<F*> Director May 15, 1995
- - ------------------------------
Craig D. Schnuck
Director May ---, 1995
- - ------------------------------
Robert L. Stark
<F*> Director May 15, 1995
- - ------------------------------
Patrick T. Stokes
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<PAGE> 7
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
<F*> Director May 15, 1995
- - ------------------------------
Francis A. Stroble
<F*> Director May 15, 1995
- - ------------------------------
John A. Wright
<FN>
<F*>By /s/ Thomas H. Jacobsen
-----------------------------------------
Thomas H. Jacobsen
</TABLE>
Thomas H. Jacobsen, by signing his name hereto, does sign this
document on behalf of the persons named above, pursuant to a power
of attorney duly executed by such persons and previously filed.
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<PAGE> 8
<TABLE>
EXHIBIT INDEX
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<CAPTION>
Exhibit No. Page
- - ----------- ----
<C> <S> <C>
4.1 Form of Indenture Regarding Subordinated Securities between the
Company and The First National Bank of Chicago, Trustee, filed
as Exhibit 4.1 to the Company's Report on Form 8-K dated
September 24, 1992, is incorporated herein by reference.<F*>
4.2 Rights Agreement dated as of May 23, 1988 between the Company
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 Right Certificate), filed as Exhibits 1 and 2 to the
Company's Registration Statement No. 0-6045 on Form 8-A, dated
May 24, 1988, is incorporated herein by reference.<F*>
4.3 Certificate of Designation, Preferences, and Relative
Rights, Qualifications, Limitations and Restrictions of
the Series B-1 Preferred Stock of the Company, filed as
Exhibit 4-1 to the Company's Report on Form 10-Q for the
quarter ended March 31, 1995 (File No. 1-11792), is
incorporated herein by reference.<F*>
4.4 Certificate of Designation, Preferences, and Relative
Rights, Qualifications, Limitations and Restrictions of
the Series B-2 Preferred Stock of the Company, filed as
Exhibit 4-2 to the Company's Report on Form 10-Q for the
quarter ended March 31, 1995 (File No. 1-11792), is
incorporated herein by reference.<F*>
5.1 Opinion of Thompson & Mitchell as to the legality of the
securities being registered.<F**>
23.1 Consent of KPMG Peat Marwick LLP with regard to use of its
report on the Company's financial statements.<F**>
23.2 Consent of Thompson & Mitchell (included in Exhibit 5.1).
24.1 Power of Attorney.<F*>
99.1 Central Mortgage Bancshares, Inc. Incentive Stock Option Plan
for Key Employees, filed as Exhibit 10(a) to Central Mortgage
Bancshares, Inc.'s Registration Statement No. 33-51704 on Form
S-1, dated September 4, 1994, is incorporated herein by
reference.<F*>
99.2 Central Mortgage Bancshares, Inc. Incentive Plan of 1990, filed
as Exhibit 10(b) to Central Mortgage Bancshares, Inc.'s
Registration Statement No. 33-51704 on Form S-1, dated
September 4, 1992, is incorporated herein by reference.<F*>
- - --------------
<FN>
<F*> Previously filed
<F**> Filed herewith
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
[Thompson & Mitchell Letterhead]
May 17, 1995
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
Re: Amendment No. 1 on Form S-8 to Form S-4 -- 87,580 Shares of
Mercantile Bancorporation Inc. Common Stock, $5.00 Par Value
------------------------------------------------------------
Gentlemen:
We refer you to the post-effective amendment on Form S-8
to Form S-4 (File No. 33-56603) filed by Mercantile Bancorporation
Inc. (the "Company") on May 17, 1995 (the "Registration Statement")
with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, pertaining to the proposed
issuance by the Company of up to 87,580 shares of the Company's
common stock, $5.00 par value (the "Shares"), pursuant to the
Central Mortgage Bancshares, Inc. Incentive Stock Option Plan for
Key Employees and the Central Mortgage Bancshares, Inc. Incentive
Plan of 1990 (collectively, the "Plans"), all as provided in the
Registration Statement. In rendering the opinions set forth
herein, we have examined such corporate records of the Company,
such laws and such other information as we have deemed relevant,
including the Company's Restated Articles of Incorporation and
Bylaws, as amended and currently in effect, the resolutions adopted
by the Executive Committee of the Company's Board of Directors
relating to the Plans, certificates received from state officials
and statements we have received from officers and representatives
of the Company. In delivering this opinion, the undersigned
assumed the genuineness of all signatures; the authenticity of all
documents submitted to us as originals; the conformity to the
originals of all documents submitted to us as certified,
photostatic or conformed copies; the authenticity of the originals
of all such latter documents; and the correctness of statements
submitted to us by officers and representatives of the Company.
Based only on the foregoing, the undersigned is of the
opinion that:
1. The Company has been duly incorporated and is
validly existing under the laws of the State of Missouri; and
2. The Shares to be issued by the Company pursuant to
the Registration Statement have been duly authorized by the Company
and, when issued by the Company in accordance with the Plans, will
be duly and validly issued and will be fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/S/ THOMPSON & MITCHELL
<PAGE> 1
EXHIBIT 23.1
Independent Auditor's Consent
-----------------------------
The Board of Directors and Stockholders
Mercantile Bancorporation Inc.:
We consent to the use of our report incorporated herein by
reference in the Form S-8 registration statement No. 33-56603.
/S/ KPMG PEAT MARWICK LLP
St. Louis, Missouri
May 17, 1995
