<PAGE> 1
As Filed with the Securities and Exchange Commission on February 1, 1995
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------
MERCANTILE BANCORPORATION INC.
(Exact name of registrant as specified in charter)
MISSOURI 43-0951744
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
ONE MERCANTILE CENTER
ST. LOUIS, MISSOURI 63101
(Address of Principal Executive Offices) (Zip Code)
MERCANTILE BANCORPORATION INC. 1994 STOCK INCENTIVE PLAN
MERCANTILE BANCORPORATION INC. 1994 STOCK INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full titles of the plans)
-----------------
RALPH W. BABB, JR.
VICE CHAIRMAN
MERCANTILE BANCORPORATION INC.
P.O. BOX 524
ST. LOUIS, MISSOURI 63166-0524
(Name and address of agent for service)
(314) 425-2525
(Telephone number, including area code, of agent for service)
-----------------
Copies to:
ANDREW J. KLINGHAMMER, ESQ. MICHAEL J. MARSHALL, ESQ.
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) 425-8186
-----------------
<TABLE>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<CAPTION>
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Registered<F2> Offering Price Per Share<F3> Aggregate Offering Price<F3> Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 par value<F1> 2,475,000 shares $33.8125 $83,685,937.50 $28,857.22
===================================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> Total includes 2,250,000 shares reserved for issuance under the 1994
Stock Incentive Plan and 225,000 shares reserved for issuance under
the 1994 Stock Incentive Plan for Non-Employee Directors.
<F3> Estimated solely for purposes of computing the Registration Fee
pursuant to the provisions of Rule 457(h), based upon a price of
$33.8125 per share, being the average of the high and low prices per
share as reported on the New York Stock Exchange Composite Tape on
January 26, 1995.
</TABLE>
<PAGE> 2
MERCANTILE BANCORPORATION INC.
1994 STOCK INCENTIVE PLAN
AND
MERCANTILE BANCORPORATION INC.
1994 STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents filed by Mercantile Bancorporation
Inc. (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
(ii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1994.
(iii) The Company's Current Reports on Form 8-K dated February
11, 1994, June 17, 1994, October 3, 1994 and December 21,
1994.
(iv) The description of the 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.
(v) The description of the Preferred Shares 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 Securities Exchange Act of 1934 (the
"1934 Act"), after the date of this Registration Statement 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 in this Registration Statement and to be
made a part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained in a subsequently filed document incorporated herein by
reference which statement is also incorporated herein by reference
modifies or supersedes such document. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement.
Where any document 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 the 1994 Stock Incentive Plan or the 1994 Stock Incentive
Plan for Non-Employee Directors 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.
-----------------------------------------
Article 12 of the Company's Restated Articles of Incorporation
requires the Company to indemnify, to the full extent authorized by
applicable law, any person who is or was a director or officer of
the Company, for any expenses or amounts paid in judgment or
settlement of a claim in any civil, criminal, administrative,
investigative, or other action or proceeding, including derivative
actions, by reason of the fact that he is or was a director or
officer of the Company, unless (i) the conduct which is the subject
of the action is finally adjudged to be willful misconduct, or
(ii) the action is an accounting for profits pursuant to Section
16(b) of the 1934 Act.
Article 12 permits the Company to indemnify any person who is
or was an employee or agent of the Company or who is or was serving
at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, for any expenses or amounts paid in judgment or
settlement of a claim in any civil, criminal, administrative,
investigative, or other action or proceeding, including derivative
actions by reason of the fact that he is or was serving in such
capacity, unless (i) the conduct which is the subject of the action
is finally adjudged to be willful misconduct, or (ii) the action is
an accounting for profits pursuant to Section 16(b) of the 1934
Act.
The Company may make advances of expenses incurred prior to
the final disposition of such an action to any person to whom
indemnification is or may be available under Article 12, provided
that before doing so the Company receives a written undertaking by
or on behalf of such person to repay any amounts advanced in the
event that it is ultimately determined that he is not entitled to
such indemnification. The Company is authorized to purchase and
maintain insurance on behalf of itself or any person to whom
indemnification is or may be available.
Any person whom the Company is required to indemnify under
Article 12 is entitled to rely upon such indemnification as a
contract with the Company, and such person's executors,
administrators, and estate shall be entitled to enforce such
indemnification against the Company, provided, however, that
indemnification granted to employees or agents, but not directors
or officers, may be modified at any time in the discretion of the
Board of Directors.
Pursuant to a policy of directors' and officers' liability
insurance, with total annual limits of $30,000,000, the Company'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 Company,
individually or collectively, or any matter claimed against them
solely by reason of their being directors or officers of the
Company.
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<PAGE> 4
Item 8. Exhibits.
--------
The following exhibits are filed herewith or incorporated
herein by reference:
4.1 Restated Articles of Incorporation of the Company, as
amended and currently in effect, filed as Exhibit 3(i)
to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994 and incorporated herein by
reference.
4.2 By-Laws of the Company, as amended and currently in
effect, filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (Reg. No. 33-57489)
and incorporated herein by reference.
4.3 1994 Stock Incentive Plan filed as Annex B to the
Company's definitive Proxy Statement for the 1994 Annual
Meeting of Shareholders and incorporated herein by
reference.
4.4 1994 Stock Incentive Plan for Non-Employee Directors
filed as Annex E to the Company's definitive Proxy
Statement for the 1994 Annual Meeting of Shareholders
and incorporated herein by reference.
4.5 Rights Agreement, dated as of May 23, 1988, between the
Company and Mercantile Bank of St. Louis National
Association, as Rights Agent, filed as Exhibits 1 and 2
of the Company's Registration Statement on Form 8-A
filed on May 24, 1988, and incorporated herein by
reference.
5.1 Opinion of Thompson & Mitchell.
23.1 Consent of Thompson & Mitchell (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on Signature Page hereto).
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and
sales are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof),
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
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<PAGE> 5
(iii) To include any material information with
respect to the plan of distribution
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is
on Form S-3 or Form S-4, and the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a
new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
* * *
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<PAGE> 6
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 registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, State of Missouri, on
January 31, 1995.
MERCANTILE BANCORPORATION INC.
By /s/ Thomas H. Jacobsen
----------------------------------------------
Thomas H. Jacobsen
Chairman of the Board, President, and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Mercantile
Bancorporation Inc., hereby severally and individually constitute
and appoint Thomas H. Jacobsen and W. Randolph Adams, and each of
them, the true and lawful attorneys and agents of each of us to
execute in the name, place and stead of each of us (individually
and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or
advisable in connection therewith and to file the same with the
Securities and Exchange Commission, each of said attorneys and
agents to have the power to act with or without the others and to
have full power and authority to do and perform in the name and on
behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents
and purposes as any of the undersigned might or could do in person,
and we hereby ratify and confirm our signatures as they may be
signed by our said attorneys and agents or each of them to any and
all such amendments and instruments.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas H. Jacobsen Chairman of the Board, January 31, 1995
- ---------------------------- President, Chief Executive
Thomas H. Jacobsen Officer, and Director
Principal Executive Officer
/s/ W. Randolph Adams Senior Executive Vice President January 31, 1995
- ---------------------------- and Chief Financial Officer
W. Randolph Adams
Principal Financial Officer
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<PAGE> 7
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael T. Nomile Senior Vice President, Finance January 31, 1995
- ---------------------------- and Control
Michael T. Nomile
Principal Accounting Officer
/s/ Richard P. Conerly Director January 31, 1995
- ----------------------------
Richard P. Conerly
/s/ Harry M. Cornell, Jr. Director January 31, 1995
- ----------------------------
Harry M. Cornell, Jr.
/s/ Earl K. Dille Director January 24, 1995
- ----------------------------
Earl K. Dille
- ---------------------------- Director January --, 1995
J. Cliff Eason
/s/ Bernard A. Edison Director January 25, 1995
- ----------------------------
Bernard A. Edison
/s/ William A. Hall Director January 25, 1995
- ----------------------------
William A. Hall
/s/ Thomas A. Hays Director January 23, 1995
- ----------------------------
Thomas A. Hays
/s/ William G. Heckman Director January 24, 1995
- ----------------------------
William G. Heckman
/s/ James B. Malloy Director January 24, 1995
- ----------------------------
James B. Malloy
/s/ Charles H. Price II Director January 31, 1995
- ----------------------------
Charles H. Price II
/s/ Harvey Saligman Director January 23, 1995
- ----------------------------
Harvey Saligman
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<PAGE> 8
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Craig D. Schnuck Director January 27, 1995
- ----------------------------
Craig D. Schnuck
/s/ Robert W. Staley Director January 26, 1995
- ----------------------------
Robert W. Staley
/s/ Robert L. Stark Director January 24, 1995
- ----------------------------
Robert L. Stark
/s/ Patrick T. Stokes Director January 31, 1995
- ----------------------------
Patrick T. Stokes
/s/ Francis A. Stroble Director January 24, 1995
- ----------------------------
Francis A. Stroble
/s/ Joseph G. Werner Director January 24, 1995
- ----------------------------
Joseph G. Werner
/s/ John A. Wright Director January 22, 1995
- ----------------------------
John A. Wright
</TABLE>
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<PAGE> 9
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit No. Page
- ----------- ----
<C> <S> <C>
4.1 Restated Articles of Incorporation of the Company,
as amended and currently in effect, filed as
Exhibit 3(i) to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994 and
incorporated herein by reference.
4.2 By-Laws of the Company, as amended and currently in
effect, filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (Reg. No. 33-
57489) and incorporated herein by reference.
4.3 1994 Stock Incentive Plan filed as Annex B to the
Company's definitive Proxy Statement for the 1994
Annual Meeting of Shareholders and incorporated
herein by reference.
4.4 1994 Stock Incentive Plan for Non-Employee
Directors filed as Annex E to the Company's
definitive Proxy Statement for the 1994 Annual
Meeting of Shareholders and incorporated herein by
reference.
4.5 Rights Agreement, dated as of May 23, 1988, between
the Company and Mercantile Bank of St. Louis
National Association, as Rights Agent, filed as
Exhibits 1 and 2 of the Company's Registration
Statement on Form 8-A filed on May 24, 1988, and
incorporated herein by reference.
5.1 Opinion of Thompson & Mitchell.
23.1 Consent of Thompson & Mitchell (included in Exhibit
5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on Signature Page
hereto).
</TABLE>
<PAGE> 1
February 1, 1995
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
Re: Registration Statement on Form S-8 -- 2,475,000
Shares of Mercantile Bancorporation Inc. Common
Stock, $5.00 par value
-----------------------------------------------
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Mercantile Bancorporation
Inc., a Missouri corporation (the "Company"), on February 1, 1995,
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, pertaining to the proposed issuance by the
Company of up to 2,475,000 shares of the Company's common stock,
$5.00 par value (the "Shares"), as provided in the Mercantile
Bancorporation Inc. 1994 Stock Incentive Plan (the "Stock Incentive
Plan") and the Mercantile Bancorporation Inc. 1994 Stock Incentive
Plan for Non-Employee Directors (the "Non-Employee Directors
Plan"), 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 By-
Laws, resolutions adopted by the Board of Directors relating to
such issuance, certificates received from state officials and
statements we have received from officers and representatives of
the Company. In delivering this opinion, we have 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 originals of all such latter
documents, and the correctness of statements submitted to us by
officers and representatives of the Company.
Based solely on the foregoing, we are of the opinion that:
1. The Company is 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 and, when issued
<PAGE> 2
Mercantile Bancorporation Inc.
February 1, 1995
Page 2
by the Company in accordance with the Stock Incentive Plan and the
Non-Employee Directors Plan, will be duly and validly issued.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. We further consent to the filing of copies
of this opinion with agencies of such states and other
jurisdictions as you deem necessary in the course of complying with
the laws of the states and jurisdictions regarding the sale and
issuance of the Shares in accordance with the Registration
Statement.
Very truly yours,
/s/ Thompson & Mitchell
<PAGE> 1
Independent Auditors' Consent
-----------------------------
The Board of Directors and Stockholders
Mercantile Bancorporation Inc.:
We consent to the use of our reports incorporated herein by reference in the
Form S-8 registration statement.
Our report dated January 13, 1994, except as to Note Q, which is as of
February 10, 1994, contains an explanatory paragraph referring to the change
in accounting for income taxes.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
February 1, 1995
