<PAGE> 1
As Filed With the Securities and Exchange Commission on July 27, 1995
Registration No. 33-58467
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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AMENDMENT NO. 2
(Post Effective Amendment No. 1)
ON FORM S-8
TO FORM S-4
Registration Statement Under
The Securities Act of 1933
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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) Identification No.)
P.O. Box 524
St. Louis, Missouri 63166-0524
(Address of Principal Executive Offices)
PLAINS SPIRIT FINANCIAL CORPORATION
STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
---------------
JOHN Q. ARNOLD
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
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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
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<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Proposed Proposed maximum
Title of each class of Amount to be maximum offering aggregate offering Amount of
securities to be registered registered price per unit price registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 par value <F1> 98,368 shares N/A N/A <F2>
====================================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> The registrant previously paid $14,818.65 with the original filing
on April 6, 1995 to register 1,400,000 shares of Mercantile
Bancorporation Inc. Common Stock, including the 98,368 shares
which may be issued pursuant to the Plains Spirit Financial
Corporation Stock Option and Incentive Plan.
</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. 33-58467) for issuance
pursuant to options granted under the Plains Spirit Financial
Corporation Stock Option and Incentive Plan (the "Plan"), pursuant
to the terms and conditions of the Agreement and Plan of Merger
dated December 23, 1994 by and among the Company, Mercantile
Bancorporation Inc. of Iowa and Plains Spirit Financial Corporation
(such merger was consummated on July 7, 1995).
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) MBI'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 Reports on Form 8-K dated May 12, 1995 and
May 31, 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
the Plan 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.
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
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<PAGE> 3
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.
Item 9. Undertakings.
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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
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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
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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. 2 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 27th day of July, 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
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, July 27, 1995
- ----------------------------------- President, Chief Executive
Thomas H. Jacobsen Officer and Director
Principal Executive Officer
/s/ John Q. Arnold Senior Executive Vice President July 27, 1995
- ----------------------------------- and Chief Financial Officer
John Q. Arnold
Principal Financial Officer
/s/ Michael T. Normile Senior Vice President - Finance July 27, 1995
- ----------------------------------- and Control
Michael T. Normile
Principal Accounting Officer
* Director July 27, 1995
- -----------------------------------
Richard P. Conerly
* Director July 27, 1995
- -----------------------------------
Harry M. Cornell, Jr.
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<PAGE> 6
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director July 27, 1995
- -----------------------------------
Earl K. Dille
* Director July 27, 1995
- -----------------------------------
J. Cliff Eason
* Director July 27, 1995
- -----------------------------------
Bernard A. Edison
* Director July 27, 1995
- -----------------------------------
William A. Hall
* Director July 27, 1995
- -----------------------------------
Thomas A. Hays
* Director July 27, 1995
- -----------------------------------
William G. Heckman
Director July --, 1995
- -----------------------------------
Frank Lyon, Jr.
* Director July 27, 1995
- -----------------------------------
Charles H. Price II
* Director July 27, 1995
- -----------------------------------
Harvey Saligman
* Director July 27, 1995
- -----------------------------------
Craig D. Schnuck
* Director July 27, 1995
- -----------------------------------
Robert L. Stark
* Director July 27, 1995
- -----------------------------------
Patrick T. Stokes
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<PAGE> 7
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director July 27, 1995
- -----------------------------------
Francis A. Stroble
* Director July 27, 1995
- -----------------------------------
John A. Wright
</TABLE>
*By /s/ Thomas H. Jacobsen
------------------------------
Thomas H. Jacobsen
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.
-7-
<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 Plains Spirit Financial Corporation Stock Option and
Incentive Plan, filed as Exhibit 10.1 to Plains Spirit
Financial Corporation's Registration Statement on Form S-1,
dated November 29, 1991 (File No. 33-44268), is
incorporated herein by reference.<F*>
<FN>
- --------------
<F*> Previously filed
<F**> Filed herewith
</TABLE>
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<PAGE> 1
July 27, 1995
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
Re: Amendment No. 2 on Form S-8 to Form S-4 -- 98,368 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. 33-58467) filed by Mercantile Bancorporation
Inc. (the "Company") on July 27, 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 98,368 shares of the
Company's common stock, $5.00 par value (the "Shares"), pursuant to
the Plains Spirit Financial Corporation Stock Option and Incentive
Plan (the "Plan"), 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 Plan,
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 Plan, 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 Auditors' 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.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
July 27, 1995
