SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 4, 1995
Date of Report (Date of earliest event reported)
Mercantile Bancorporation Inc.
(Exact name of Registrant as specified in its charter)
Missouri 0-6045 43-0951744
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 524, St. Louis, Missouri 63166-0524
(Address of principal executive offices) (Zip Code)
(314) 425-2525
(Registrant's telephone number, including area code)<PAGE>
Item 5. Other Events
On August 4, 1995, Mercantile Bancorporation Inc.,
a Missouri corporation ("MBI"), and Hawkeye Bancorporation,
an Iowa corporation ("Hawkeye"), entered into an Agreement
and Plan of Reorganization (the "Reorganization Agreement").
Pursuant to the Reorganization Agreement, Hawkeye will be
merged with and into a wholly owned subsidiary of MBI
incorporated or to be incorporated under the laws of Iowa
(the "Merger").
Pursuant to the Reorganization Agreement, Hawkeye
common shareholders will receive 0.585 shares of MBI common
stock, par value $5.00 per share ("MBI Common Stock"), for
each share of Hawkeye common stock, without par value
("Hawkeye Common Stock"). Based on the number of shares of
Hawkeye Common Stock outstanding as of June 30, 1995, an
aggregate of approximately 7,874,903 shares of MBI Common Stock
will be issued to the common shareholders of Hawkeye in the
Merger.
Consummation of the Merger is subject to certain
conditions, including: (i) approval of the Reorganization
Agreement by the holders of a majority of the outstanding
shares of Hawkeye Common Stock; (ii) approval of the Federal
Reserve Board and various other federal and state regulatory
authorities to the extent required; (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;
and (v) satisfaction of certain other conditions. Certain
directors and officers of Hawkeye have agreed with MBI to
vote all of the shares of Hawkeye Common Stock over which
such directors or officers have voting power to approve the
Merger and not to sell any of such shares other than pursuant
to the Merger without MBI's consent.
Pursuant to a Stock Option Agreement, dated August
4, 1995, between MBI and Hawkeye (the "Stock Option
Agreement"), Hawkeye granted MBI an irrevocable option (the
"Option") to purchase, under certain circumstances and
subject to certain adjustments, up to 2,678,000 authorized
and unissued shares of Hawkeye Common Stock, at a price of
$22.00 per share payable in cash. The shares of Hawkeye
Common Stock subject to the Option would equal 19.9% of the
outstanding Hawkeye Common Stock before giving effect to the
exercise of the Option. Under certain circumstances, Hawkeye
may be required or permitted to repurchase the Option granted
by it or the shares of Hawkeye Common Stock acquired pursuant
to the exercise of the Option. The Option was granted by<PAGE>
Hawkeye as a condition of and in consideration for MBI
entering into the Reorganization Agreement.
For additional information regarding the Merger and
related matters, reference is made to the press release dated
August 4, 1995, a copy of which is filed herewith as an
exhibit hereto and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Informa-
tion and Exhibits
The following exhibits are filed with this report:
99.1 Press Release dated August 4, 1995.<PAGE>
SIGNATURE
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: August 17, 1995 By /s/ Jon W. Bilstrom
Jon W. Bilstrom
General Counsel and
Secretary<PAGE>
EXHIBIT LIST
99.1 Press Release dated August 4, 1995.
Bancorporation P.O. Box 524 MERCANTILE
Release Inc St. Louis MO 63166-0524 BANK
For Immediate Release: August 4, 1995
Contact: Patrick Strickler
(314) 425-3835
(314) 425-8335
NYSE Symbol: MTL
In newspaper stock tables generally MercBc or MercBcpMO
MERCANTILE ANNOUNCES PLAN TO MERGE
WITH HAWKEYE BANCORPORATION
ST. LOUIS -- Mercantile Bancorporation Inc., the
$15.3-billion asset St. Louis-based bank holding company, an-
nounced today that it plans to expand its presence in Iowa
through a merger with Hawkeye Bancorporation.
The merger would move Mercantile into a major posi-
tion in deposit market share in Iowa, where Hawkeye currently
has a market leadership position in most of the banking markets
it serves. None of those markets overlaps with existing Mer-
cantile banks in Iowa.
Hawkeye, which operates 23 banks with 65 branches
serving a total of 47 Iowa communities, had approximately $2-
billion in assets as of June 30. Mercantile, with a total of
54 locally-managed banks in five Midwestern states, already has
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established a presence in the Iowa markets of Waterloo and Dav-
enport.
"This merger with Hawkeye dramatically moves Mercan-
tile into a market leadership position in Iowa," said Thomas H.
Jacobsen, Mercantile's Chairman and Chief Executive Officer.
"It also reflects Mercantile's established expansion strategy
of securing a significant presence in strong Midwestern mar-
kets."
He added, "Hawkeye's network of community banks com-
plements existing Mercantile markets in Iowa, and we believe
the combination of our two organizations creates a very com-
petitive banking organization to serve the customers of Iowa."
"We are extremely pleased to have found a partner in
Mercantile who shares our own community-oriented banking phi-
losophy," said Robert W. Murray, President and CEO of Hawkeye.
"Mercantile's commitment to local bank management and decision
making is a real fit with how we do business."
Murray added, "Everyone benefits from this merger.
The capital strength and range of services provided by Mercan-
tile will be a real asset in all the communities we serve. We
will be retaining the service and personal relationships that
our customers, employees and shareholders value and expect of
us."
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Murray, who will have an ongoing management responsi-
bility in the merged operations of Hawkeye and Mercantile, will
be nominated to the Mercantile Bancorporation Board of Direc-
tors as part of the merger agreement. "The management struc-
ture has not yet been fully determined," he said, "but I will
continue in my management responsibilities within the new Mer-
cantile banking organization here in Iowa."
The proposed transaction will be structured as a
pooling of business interests. Under the terms of the agree-
ment, Hawkeye shareholders will receive 0.585 shares of Mercan-
tile stock for each share of Hawkeye common stock. The trans-
action has an aggregate market value of approximately $351-
million.
In connection with the merger agreement, Hawkeye also
granted Mercantile an option to acquire a number of shares
equal to 19.9 percent of the outstanding stock of Hawkeye, ex-
ercisable under certain circumstances relating to the transac-
tion. In addition, Mercantile may repurchase up to 10 percent
of the shares issued in the transaction.
The merger is subject to approval by Hawkeye share-
holders and all appropriate regulatory agencies, a process that
normally takes approximately six months to complete. Conver-
sion of products, services, and the identity of individual
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banks to Mercantile normally occurs within three to four months
after the merger has been completed.
Mercantile Bancorporation had assets of $15.3-billion
as of June 30, 1995, and owns 54 banks in Missouri, Iowa, Kan-
sas, Illinois and Arkansas. Mercantile's nonbank subsidiaries
include companies providing brokerage services, asset-based
lending, investment advisory services and credit life insur-
ance.
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