<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, 1995 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 NAME OF EXCHANGE ON WHICH
SECTION 12(b) OF THE ACT: 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 FEBRUARY 29, 1996:
COMMON STOCK, $5.00 PAR VALUE, $2,339,675,910
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
CLASSES OF COMMON STOCK, AS OF FEBRUARY 29, 1996
COMMON STOCK $5.00 PAR VALUE, 62,897,868 SHARES OUTSTANDING
DOCUMENTS INCORPORATED BY REFERENCE
AS PROVIDED HEREIN, PORTIONS OF THE DOCUMENTS BELOW ARE INCORPORATED BY
REFERENCE:
<TABLE>
<CAPTION>
DOCUMENT PART--FORM 10-K
-------- ---------------
<S> <C>
ANNUAL REPORT OF THE REGISTRANT TO ITS SHAREHOLDERS FOR THE YEAR ENDED
DECEMBER 31, 1995 PARTS I, II, IV
PROXY STATEMENT FOR THE 1996 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
14, 1996, Mercantile Bancorporation Inc. Horizon Investment and
Savings Plan and Trust Financial Statements.)
No. 99 Report of the Independent Auditors KPMG Peat Marwick LLP dated
June 14, 1996; Statements of Assets Available for Plan Benefits
of Mercantile Bancorporation Inc. Horizon Investment and
Savings Plan and Trust as of December 31, 1995 and 1994; 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(i) to Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994, are incorporated herein
by reference.
No. 3-2 By-Laws of the Registrant, as amended and
currently in effect.
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 Certificate) 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 (Commission
File No. 1-11792), is incorporated herein by
reference.
No. 10-2 The Mercantile Bancorporation Inc. Executive
Incentive Compensation Plan, filed as
Appendix C to Registrant's definitive Proxy
Statement for the 1995 Annual Meeting of
Shareholders, is incorporated herein by
references.
No. 10-3 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 (Commission File No.
1-11792), is incorporated herein by
reference.
No. 10-4 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 (Commission File
No. 1-11792), is incorporated herein by
reference.
No. 10-5 Amendment Number One to the Mercantile
Bancorporation Inc. 1991 Employee Incentive
Plan, filed as Exhibit 10-6 to Registrant's
report on Form 10-K for the year ended
December 31, 1994, is incorporated herein by
reference.
No. 10-6 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.
3
<PAGE> 4
No. 10-7 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. 10-8 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. 10-9 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 (Commission File
No. 1-11792), is incorporated herein by
reference.
No. 10-10 Form of Change of Control Employment
Agreement for 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 (Commission File No.
1-11792), is incorporated herein by
reference.
No. 10-11 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. 10-12 Agreement and Plan of Reorganization dated
August 4, 1995, by and between Mercantile
Bancorporation Inc. and Hawkeye
Bancorporation, filed as Exhibit 2.1 to
Registrant's Registration Statement No. 33-
63609, is incorporated by reference herein.
No. 10-13 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,
1995.
No. 21 Subsidiaries of the Registrant as of February
29, 1996.
No. 23 Consent of KPMG Peat Marwick LLP.
No. 23-1 Consent of KPMG Peat Marwick LLP (relating to
report dated June 14, 1996, Mercantile
Bancorporation Inc. Horizon Investment and
Savings Plan and Trust financial statements)
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 14, 1996; Statements
of Assets Available for Plan Benefits of the
Mercantile Bancorporation Inc. Horizon
Investment and Savings Plan and Trust as of
December 31, 1995 and 1994; Statements of
Changes in Assets Available for Plan Benefits
for the years then ended; and the Notes and
Schedules thereto.
4
<PAGE> 5
(b) Reports on Form 8-K:
In a Current Report on Form 8-K filed on January 16, 1996,
Registrant disclosed under Item 2 that it had, effective January
2, 1996, consummated its acquisition of Hawkeye Bancorporation
("Hawkeye") through merger of Hawkeye with and into Mercantile
Bancorporation Inc. of Iowa, a wholly-owned subsidiary of
Registrant, and that pursuant to said merger the shareholders of
Hawkeye received an aggregate of approximately 7,996,952 shares
of Registrant's Common Stock in exchange for their Hawkeye
shares. In that same Current Report on Form 8-K, Registrant
filed the financial statements, notes, auditor's report and pro
forma financial information listed below:
Consolidated Balance Sheets of Hawkeye as of December 31,
1994 and 1993.
Consolidated Statements of Income of Hawkeye for the years
ended December 31, 1994, 1993 and 1992.
Consolidated Statements of Cash Flows of Hawkeye for the
years ended December 31, 1994, 1993 and 1992.
Statements of Changes in Shareholders' Equity of Hawkeye for
the years ended December 31, 1994, 1993 and 1992.
Notes to Consolidated Financial Statements.
Independent Auditors' Report Dated January 24, 1995.
Consolidated Statements of Cash Flows (Unaudited) of Hawkeye
for the nine months ended September 30, 1995 and 1994.
Consolidated Balance Sheet (Unaudited) of Hawkeye as of
September 30, 1995.
Consolidated Statements of Income (Unaudited) of Hawkeye for
the nine months ended September 30, 1995 and 1994.
Statements of Changes in Shareholders' Equity (Unaudited) of
Hawkeye for the nine months ended September 30, 1995 and
1994.
Pro Forma Combined Consolidated Balance Sheet (Unaudited) of
MBI as of September 30, 1995.
Pro Forma Combined Consolidated Income Statements
(Unaudited) of MBI for the nine months ended September 30,
1995 and 1994, and for the years ended December 31, 1994,
1993, and 1992.
Notes to Pro Forma Combined Consolidated Financial
Statements (Unaudited) of MBI.
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 28, 1996 By: s/JOHN Q. ARNOLD
-------------------- -------------------------------------
John Q. Arnold
Senior Executive Vice President
and Chief Financial Officer
6
<PAGE> 7
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
EXHIBIT NO.
- -----------
<C> <S>
No. 23-1 Consent of KPMG Peat Marwick LLP (relating to report dated
June 14, 1996, Mercantile Bancorporation Inc. Horizon
Investment and Savings Plan and Trust Financial Statements.)
No. 99 Report of the Independent Auditors KPMG Peat Marwick LLP dated
June 14, 1996; Statements of Assets Available for Plan
Benefits of the Mercantile Bancorporation Inc. Horizon
Investment and Savings Plan and Trust as of December 31, 1995
and 1994; Statements of Changes in Assets Available for Plan
Benefits for the years then ended; and the Notes and Schedules
thereto.
</TABLE>
7
<PAGE> 1
EXHIBIT 23-1
Independent Auditors' Consent
-----------------------------
The Board of Directors
Mercantile Bancorporation Inc.:
Plan Administrator
Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan and Trust:
We consent to incorporation by reference in the Registration Statement (No.
33-35139) on Form S-8, of Mercantile Bancorporation Inc. related to the
Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and Trust
of our report dated June 14, 1996, relating to the statements of assets
available for plan benefits of the Mercantile Bancorporation Inc. Horizon
Investment and Savings Plan and Trust as of December 31, 1995 and 1994, and
the related statements of changes in assets available for plan benefits for
the years then ended, which report appears in the 1995 Annual Report on
Form 10-K/A of Mercantile Bancorporation Inc.
s/KPMG PEAT MARWICK LLP
St. Louis, Missouri
June 27, 1996
<PAGE> 1
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Financial Statements and Schedules
December 31, 1995 and 1994
(With Independent Auditors' Report Thereon)
<PAGE> 2
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
<TABLE>
Table of Contents and Definitions
<S> <C>
Table of Contents:
Independent Auditors' Report
Statement of Assets Available for Plan Benefits, December 31, 1995
Statement of Assets Available for Plan Benefits, December 31, 1994
Statement of Changes in Assets Available for Plan Benefits, Year ended
December 31, 1995
Statement of Changes in Assets Available for Plan Benefits, Year ended
December 31, 1994
Notes to Financial Statements, December 31, 1995 and 1994
<CAPTION>
Schedule
--------
<S> <C>
Item 27a:
Schedule of Assets Held for Investment Purposes, December 31, 1995 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 Reportable Transactions, Year ended
December 31, 1995 2
Item 27e - Schedule of Nonexempt Transactions With Parties-in-interest <F*>
<FN>
<F*>There were no assets which were both acquired and disposed of within
the plan year ended December 31, 1995 which require separate
disclosure, no nonexempt transactions with parties-in-interest
during the year ended December 31, 1995, and no loans, fixed income
obligations, or leases in default or classified as uncollectible at
December 31, 1995.
Definitions:
Plan - Mercantile Bancorporation Inc. Horizon Investment
and Savings 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
</TABLE>
<PAGE> 3
Independent Auditors' Report
----------------------------
Mercantile Employee Benefits Committee
Mercantile Bancorporation Inc.
Horizon Investment and Savings Plan and Trust:
We have audited the statements of assets available for plan benefits of the
Mercantile Bancorporation Inc. Horizon Investment and Savings Plan and
Trust as of December 31, 1995 and 1994, 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, 1995 and 1994, 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.
s/KPMG PEAT MARWICK LLP
June 14, 1996
<PAGE> 4
<TABLE>
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Statement of Assets Available for Plan Benefits
December 31, 1995
<CAPTION>
Participant-Directed Funds
-----------------------------------------------------------------------
Growth & Government Money Emerging
Balanced Income & Corporate Market Growth
Fund Fund Bond Fund Fund Fund
---- ---- --------- ---- ----
<S> <C> <C> <C> <C>
Total non-interest-bearing cash $ 500 416 332 - 416
Receivables:
Employer contributions - - - - -
Income 233 298 40,588 41,958 117
------------ ---------- --------- --------- ---------
Total receivables 233 298 40,588 41,958 117
------------ ---------- --------- --------- ---------
General investments:
Interest-bearing cash (including
money market funds) 49,792 117,142 27,861 8,526,761 58,363
Certificates of deposit - - - 116,031 -
Loans to participants - - - - -
Value of interest in registered
investment companies 17,809,662 24,444,078 5,934,925 - 6,145,390
Other - - - - -
------------ ---------- --------- --------- ---------
Total general investments 17,859,454 24,561,220 5,962,786 8,642,792 6,203,753
------------ ---------- --------- --------- ---------
Total non-interest-bearing
cash, receivables, and
general investments 17,860,187 24,561,934 6,003,706 8,684,750 6,204,286
Employer-related investments - employer
securities - - - - -
------------ ---------- --------- --------- ---------
Assets available for plan
benefits $ 17,860,187 24,561,934 6,003,706 8,684,750 6,204,286
============ ========== ========= ========= =========
<CAPTION>
Participant-Directed Funds
----------------------------- Non-Par-
Mercantile Inter- ticipant-
Stock national Directed
Fund Fund Funds
(see note 8) (see note 8) (see note 8) Total
------------ ------------ ------------ -----
<S> <C> <C> <C> <C>
Total non-interest-bearing cash - - 20,908 22,572
Receivables:
Employer contributions 4,674,885 - - 4,674,885
Income 602,171 56 926 686,347
---------- --------- --------- -----------
Total receivables 5,277,056 56 926 5,361,232
---------- --------- --------- -----------
General investments:
Interest-bearing cash (including
money market funds) 858,759 25,584 242,354 9,906,616
Certificates of deposit - - - 116,031
Loans to participants - - 4,776,924 4,776,924
Value of interest in registered
investment companies - 1,561,088 - 55,895,143
Other - - 13,489 13,489
---------- --------- --------- -----------
Total general investments 858,759 1,586,672 5,032,767 70,708,203
---------- --------- --------- -----------
Total non-interest-bearing
cash, receivables, and
general investments 6,135,815 1,586,728 5,054,601 76,092,007
Employer-related investments - employer
securities 83,677,634 - 1,656 83,679,290
---------- --------- --------- -----------
Assets available for plan
benefits 89,813,449 1,586,728 5,056,257 159,771,297
========== ========= ========= ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE> 5
<TABLE>
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Statement of Assets Available for Plan Benefits
December 31, 1994
<CAPTION>
Participant-Directed Funds
------------------------------------------------------
Growth & Government Money
Balanced Income & Corporate Market
Fund Fund Bond Fund Fund
---- ---- --------- ----
<S> <C> <C> <C> <C>
Total non-interest-bearing cash $ 55,422 81,918 21,537 68,768
Receivables:
Employer contributions - - - -
Income 1,019 834 29,231 44,594
------------ ---------- --------- ---------
Total receivables 1,019 834 29,231 44,594
------------ ---------- --------- ---------
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 -
Other - - -
------------ ---------- --------- ---------
Total general investments 16,013,337 18,451,444 5,171,901 8,932,277
------------ ---------- --------- ---------
Total non-interest-bearing cash,
receivables, and general
investments 16,069,778 18,534,196 5,222,669 9,045,639
Employer-related investments - employer
securities - - - -
------------ ---------- --------- ---------
Assets available for plan benefits $ 16,069,778 18,534,196 5,222,669 9,045,639
============ ========== ========= =========
<CAPTION>
Participant-
Directed
Funds Non-Par
------------ ticipant-
Emerging Directed
Growth Funds
Fund (see note 8) Total
---- ------------ -----
<S> <C> <C> <C>
Total non-interest-bearing cash 25,966 69,900 323,511
Receivables:
Employer contributions - 6,685,671 6,685,671
Income 318 330,448 406,444
--------- ---------- ----------
Total receivables 318 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 3,601,119 - 40,157,637
Other - 11,028 11,028
--------- ---------- ----------
Total general investments 3,601,119 3,505,562 55,675,640
--------- ---------- ----------
Total non-interest-bearing cash,
receivables, and general
investments 3,627,403 10,591,581 63,091,266
Employer-related investments - employer
securities - 36,726,313 36,726,313
--------- ---------- ----------
Assets available for plan benefits 3,627,403 47,317,894 99,817,579
========= ========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE> 6
<TABLE>
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Statement of Changes in Assets Available for Plan Benefits
Year ended December 31, 1995
<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>
Additions:
Contributions - received or receivable from:
Employers $ - - - - -
Participants 1,324,342 2,185,608 484,992 635,686 1,618,040
----------- ---------- --------- ---------- ----------
Total contributions 1,324,342 2,185,608 484,992 635,686 1,618,040
----------- ---------- --------- ---------- ----------
Earnings on investments:
Interest:
Interest-bearing cash (including
money market funds) 2,714 2,997 1,321 433,619 1,817
Certificates of deposit - - - 12,311 -
Loans to participants - - - - -
----------- ---------- --------- ---------- ----------
Total interest 2,714 2,997 1,321 445,930 1,817
----------- ---------- --------- ---------- ----------
Dividends - common stock - - - - -
Realized gain on sale of assets:
Aggregate proceeds 4,154,710 3,875,953 1,856,737 3,303,852 3,316,824
Aggregate carrying amount (4,154,710) (3,875,953) (1,856,737) (3,302,713) (3,316,824)
----------- ---------- --------- ---------- ----------
Total realized gain
on sale of assets - - - 1,139 -
----------- ---------- --------- ---------- ----------
Unrealized appreciation of assets - - - - -
Net investment gain from pooled separate
accounts - - - - -
Net investment gain from registered
investment companies 3,651,526 6,088,745 845,429 - 750,271
Other income 1,779 (455) 105 771 2,945
----------- ---------- --------- ---------- ----------
Total additions 4,980,361 8,276,895 1,331,847 1,083,526 2,373,073
----------- ---------- --------- ---------- ----------
Deductions:
Administrative expenses 21,528 28,323 7,430 12,820 7,320
Benefit payment and payments to provide
benefits directly to participants or
beneficiaries 979,674 1,089,260 280,219 2,525,415 220,556
----------- ---------- --------- ---------- ----------
Total deductions 1,001,202 1,117,583 287,649 2,538,235 227,876
----------- ---------- --------- ---------- ----------
Net increase (decrease) in assets
available for plan benefits 3,979,159 7,159,312 1,044,198 (1,454,709) 2,145,197
Transfers to the Plan 391,022 460,163 282,448 1,452,149 61,200
Interfund transfers, net (2,579,772) (1,591,737) (545,609) (358,329) 370,486
Assets available for plan benefits:
Beginning of year 16,069,778 18,534,196 5,222,669 9,045,639 3,627,403
----------- ---------- --------- ---------- ----------
End of year $17,860,187 24,561,934 6,003,706 8,684,750 6,204,286
=========== ========== ========= ========== ==========
<CAPTION>
Participant-Directed Funds
--------------------------
Non-Par-
Mercantile Inter- ticipant-
Stock national Directed
Fund Fund Funds
(see note 8) (see note 8) (see note 8) Total
------------ ------------ ------------ -----
<S> <C> <C> <C> <C>
Additions:
Contributions - received or receivable from:
Employers 9,027,516 - - 9,027,516
Participants 2,360,093 737,611 (514) 9,345,858
---------- --------- ---------- -----------
Total contributions 11,387,609 737,611 (514) 18,373,374
---------- --------- ---------- -----------
Earnings on investments:
Interest:
Interest-bearing cash (including
money market funds) 34,341 879 31,485 509,173
Certificates of deposit - - - 12,311
Loans to participants - - 460,630 460,630
---------- --------- ---------- -----------
Total interest 34,341 879 492,115 982,114
---------- --------- ---------- -----------
Dividends - common stock 2,053,330 - 10 2,053,340
Realized gain on sale of assets:
Aggregate proceeds 29,251,879 1,539,169 30,747,237 78,046,361
Aggregate carrying amount (28,566,824) (1,539,169) (30,610,936) (77,223,866)
---------- --------- ---------- -----------
Total realized gain
on sale of assets 685,055 - 136,301 822,495
---------- --------- ---------- -----------
Unrealized appreciation of assets 19,889,038 - 405 19,889,443
Net investment gain from pooled separate
accounts - - 6,119 6,119
Net investment gain from registered
investment companies - 126,088 - 11,462,059
Other income 33,990 60 - 39,195
---------- --------- ---------- -----------
Total additions 34,083,363 864,638 634,436 53,628,139
---------- --------- ---------- -----------
Deductions:
Administrative expenses 107,282 1,525 6,870 193,098
Benefit payment and payments to provide
benefits directly to participants or
beneficiaries 6,156,865 32,333 306,631 11,590,953
---------- --------- ---------- -----------
Total deductions 6,264,147 33,858 313,501 11,784,051
---------- --------- ---------- -----------
Net increase (decrease) in assets
available for plan benefits 27,819,216 830,780 320,935 41,844,088
Transfers to the Plan 15,397,956 19,540 45,152 18,109,630
Interfund transfers, net 2,849,298 736,408 1,119,255 -
Assets available for plan benefits:
Beginning of year 43,746,979 - 3,570,915 99,817,579
---------- --------- ---------- -----------
End of year 89,813,449 1,586,728 5,056,257 159,771,297
========== ========= ========== ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE> 7
<TABLE>
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Statement of Changes in Assets Available
for Plan Benefits
Year ended December 31, 1994
<CAPTION>
Participant-Directed Funds
----------------------------------------------------
Growth & Government Money
Balanced Income & Corporate Market
Fund Fund Bond Fund Fund
---- ---- --------- ----
<S> <C> <C> <C> <C>
Additions:
Contributions - received or receivable from:
Employers $ - - - -
Participants 1,487,613 2,142,213 691,322 695,601
----------- ---------- --------- ---------
Total contributions 1,487,613 2,142,213 691,322 695,601
----------- ---------- --------- ---------
Earnings on investments:
Interest:
Interest-bearing cash (including
money market funds) 2,653 3,456 1,442 265,034
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
----------- ---------- --------- ---------
Dividends - common stock - - - -
Realized gain (loss) on sale of assets:
Aggregate proceeds 5,542,568 4,360,540 3,046,717 5,849,473
Aggregate carrying amount (5,542,568) (4,360,540) (3,046,717) (5,870,733)
----------- ---------- --------- ---------
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) -
Other income 1,745 7,371 624 (6,759)
----------- ---------- --------- ---------
Total additions 1,129,228 2,073,290 555,933 990,982
----------- ---------- --------- ---------
Deductions:
Administrative expenses - - - -
Benefit payment and payments to provide
benefits directly to participants or
beneficiaries 1,383,617 1,352,993 546,367 1,847,253
----------- ---------- --------- ---------
Total deductions 1,383,617 1,352,993 546,367 1,847,253
----------- ---------- --------- ---------
Net increase (decrease) in assets
available for plan benefits (254,389) 720,297 9,566 (856,271)
Transfers to the Plan 1,036,906 1,293,766 882,612 2,628,243
Interfund transfers, net (1,320,225) (394,395) (589,668) (454,441)
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
=========== ========== ========= =========
<CAPTION>
Participant-
Directed
Funds Non-Par-
----------- ticipant-
Emerging Directed
Growth Funds
Fund (see note 8) Total
---- ------------ -----
<S> <C> <C> <C>
Additions:
Contributions - received or receivable from:
Employers - 7,906,492 7,906,492
Participants 1,007,435 - 6,024,184
--------- ---------- ----------
Total contributions 1,007,435 7,906,492 13,930,676
--------- ---------- ----------
Earnings on investments:
Interest:
Interest-bearing cash (including
money market funds) 2,638 29,769 304,992
Certificates of deposit - - 22,418
U.S. government securities - - 7,036
Corporate debt instruments - - 26,176
--------- ---------- ----------
Total interest 2,638 29,769 360,622
--------- ---------- ----------
Dividends - common stock - 1,276,389 1,276,389
Realized gain (loss) on sale of assets:
Aggregate proceeds 3,860,201 35,693,041 58,352,540
Aggregate carrying amount) (3,860,201) (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 156,119 - (423,869)
Other income) 54 12,743 15,778
--------- ---------- ----------
Total additions 1,166,246 9,886,570 15,802,249
--------- ---------- ----------
Deductions:
Administrative expenses - 56,388 56,388
Benefit payment and payments to provide
benefits directly to participants or
beneficiaries 227,086 3,677,883 9,035,199
--------- ---------- ----------
Total deductions 227,086 3,734,271 9,091,587
--------- ---------- ----------
Net increase (decrease) in assets
available for plan benefits) 939,160 6,152,299 6,710,662
Transfers to the Plan 884,123 2,623,748 9,349,398
Interfund transfers, net) 1,804,120 954,609 -
Assets available for plan benefits:
Beginning of year - 37,587,238 83,757,519
--------- ---------- ----------
End of year 3,627,403 47,317,894 99,817,579
========= ========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE> 8
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Notes to Financial Statements
December 31, 1995 and 1994
(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 Adminis-trator, appointed by the Board of Directors,
manages and directs the operation of the Plan.
At December 31, 1995, there were 6,231 participants in one or
more of the following plan funds:
<TABLE>
<CAPTION>
Number of
Fund participants
---- ------------
<S> <C>
Balanced Fund 2,875
Growth & Income Fund 3,682
Government & Corporate Bond Fund 1,840
Money Market Fund 1,839
Emerging Growth Fund 1,460
Mercantile Stock Fund 5,906
International Fund 1,422
=====
</TABLE>
Contributions
-------------
Participants may contribute 1% to 15% of their annual compensation
(subject to federal limits) and may elect to have their
contribution invested in the following separate investment
funds within the Plan:
* Balanced Fund, which invests in the Arch Balanced Portfolio.
The Arch Balanced Portfolio is a mutual fund that invests in
fixed-income securities and equity securities.
* Growth & Income Fund, which invests in the Arch Growth and
Income Equity Portfolio. The Arch Growth and Income Equity
Portfolio is a mutual fund that primarily invests in broadly
diversified equity securities.
* Government & Corporate Bond Fund, which invests in the Arch
Government and Corporate Bond Portfolio. The Arch
Government and Corporate Bond Portfolio is a mutual fund
that primarily invests in debt obligations with maturity
dates of one year or more.
(Continued)
<PAGE> 9
2
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Notes to Financial Statements
* Money Market Fund, which invests in the Arch Money Market
Portfolio Trust Shares. The Arch Money Market Portfolio
Trust Shares is a mutual fund that primarily invests in
fixed income obligations with maturity dates of less than
one year.
* Emerging Growth Fund, which invests in the Arch Emerging
Growth Portfolio. The Arch Emerging Growth Portfolio is a
mutual fund that invests in common stocks of emerging or
established small-to-medium-sized companies.
* Mercantile Stock Fund, which invests in the stock of
Mercantile Bancorporation Inc.
* International Fund, which invests in the Arch International
Equity Portfolio. The Arch International Equity Portfolio
is a mutual fund that invests in a diversified portfolio of
international stocks.
Mercantile's contribution has both a matching and incentive component.
As a matching component, Mercantile contributes 50% of a
participant's contribution up to a maximum employer contribution
equal to 3% of a participant's salary. Mercantile's incentive
contribution is based on a formula using a return-on-assets ratio.
Incentive contributions cannot exceed 6% 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.
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, Insurance
Fund, Central Mortgage Temporary Fund, Wedge Temporary 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 Insurance Fund relates only to certain
employees who were merged into the Plan via acquisition activity.
The Insurance Fund provides for the payment of a participant's life
insurance premiums via pre-tax contributions. The Central Mortgage
and Wedge Temporary Funds represent suspense funds utilized to
capture and distribute transfers from the plans merged into the Plan
in the current year. 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.
(Continued)
<PAGE> 10
3
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Notes to Financial Statements
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. Management is required to make estimates
and assumptions that affect the reported amounts in the financial
statements and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
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.
Interest in registered investment companies represents units of
participation in Arch mutual funds. The fair value of units of
Arch mutual funds is the value of the last business day of the
year provided by Winsbury Company. The administrator of the Arch
Fund, Inc.
Interest-bearing cash represents units of participation in the Arch
Money Market Portfolio Trust Shares. 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.
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.
(Continued)
<PAGE> 11
4
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Notes to Financial Statements
(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 1995 and 1994, the Plan's
investments, exclusive of investments in 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, 1995:
Notes, bonds, and debentures $ 1,139 -
Common stocks 821,356 19,889,443
--------- ----------
$ 822,495 19,889,443
========= ==========
Year ended December 31, 1994:
Notes, bonds, and debentures (21,260) 2,736
Common stocks 743,829 (82,652)
--------- ----------
$ 722,569 (79,916)
========= ==========
</TABLE>
The following table presents the fair value of investments at December
31, 1995 and 1994. Investments that represent 5% or more of the
Plan's assets are denoted with an asterisk:
<TABLE>
<CAPTION>
1995
-----------------------------------------------------
Number of Unit/ Total
units/ share fair
shares value value
------ ----- -----
<S> <C> <C> <C>
Investments at fair value:
Arch Money Market Portfolio Trust Shares 9,906,616 $ 1.000 $ 9,906,616<F*>
Arch International Equity Portfolio 143,088 10.910 1,561,089
Arch Emerging Growth Portfolio 509,146 12.070 6,145,390
Arch Government and Corporate Bond Portfolio 559,371 10.610 5,934,925
Arch Balanced Portfolio 1,577,472 11.290 17,809,661<F*>
Arch Growth and Income Equity Portfolio 1,564,922 15.620 24,444,078<F*>
Mercantile Bancorporation Inc. Common Stock 1,819,079 46.000 83,677,634<F*>
Certificates of deposit 116,031 1.000 116,031
Common Equitable Companies Inc.
Corporate Stock 69 24.000 1,656
Equitable Life Insurance 150,024 .090 13,489
-------------
149,610,569
Other investments:
Loans to participants 4,776,924 1.000 4,776,92
--------- -------- -------------
$ 154,387,493
=============
</TABLE>
(Continued)
<PAGE> 12
5
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Notes to Financial Statements
<TABLE>
<CAPTION>
1994
------------------------------------------------------
Number of Unit/ Total
units/ share fair
shares value value
------ ----- -----
<S> <C> <C> <C>
Investments at fair value:
Arch Money Market Portfolio Trust Shares 11,893,329 $ 1.000 $ 11,893,329<F*>
Arch International Equity Portfolio - - -
Arch Emerging Growth Portfolio 320,955 11.220 3,601,119
Arch Government and Corporate Bond Portfolio 494,007 9.670 4,777,049
Arch Balanced Portfolio 1,484,340 9.570 14,205,136<F*>
Arch Growth and Income Equity Portfolio 1,400,345 12.550 17,574,333<F*>
Mercantile Bancorporation Inc. Common Stock 1,175,242 31.250 36,726,313<F*>
Certificates of deposit 326,113 1.000 326,113
Common Equitable Companies Inc.
Corporate Stock 69 18.116 1,250
Equitable Life Insurance 4 2444.500 9,778
------------
89,114,420
Other investments:
Loans to participants 3,287,533 1.000 3,287,53
---------- --------- ------------
$ 92,401,953
============
</TABLE>
(4) Summary of Assets Available for Plan Benefits
---------------------------------------------
Assets available for plan benefits are comprised of the following:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Assets available for benefit claims
currently payable:
Balanced Fund $ 893 232,648
Growth & Income Fund 2,408 87,461
Government & Corporate Bond Fund 725 14,058
Money Market Fund 908 139,533
Emerging Growth Fund 118 5,968
Mercantile Stock Fund 191,738 -
International Fund - -
Non-Participant-Directed Funds - 1,073,910
------------- ----------
196,790 1,553,578
------------- ----------
Assets available for future benefit
claims:
Balanced Fund 17,859,294 15,837,130
Growth & Income Fund 24,559,526 18,446,735
Government & Corporate Bond Fund 6,002,981 5,208,611
Money Market Fund 8,683,842 8,906,106
Emerging Growth Fund 6,204,168 3,621,435
Mercantile Stock Fund 89,621,711 -
International Fund 1,586,728 -
Non-Participant-Directed Funds 5,056,257 46,243,984
------------- ----------
159,574,507 98,264,001
------------- ----------
Assets available for plan benefits $ 159,771,297 99,817,579
============= ==========
</TABLE>
(Continued)
<PAGE> 13
6
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Notes to Financial Statements
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 1995, Mercantile acquired Wedge Bank and Central Mortgage
Bancshares, Inc. In connection with these acquisitions, the
Wedge Group of Community Banks 401(k) Plan (Wedge Plan) merged
into the Plan effective July 1, 1995. The fair value of the
Wedge Plan assets transferred into the Plan was $1,682,112. The
Central Mortgage Bancshares, Inc. Employee Stock Ownership Plan
(Central Mortgage Plan) was merged into the Plan effective July
1, 1995. The fair value of the Central Mortgage Plan assets
transferred into the Plan was $16,427,518. All assets
transferred into the Plan are reflected within transfers to the
Plan.
During 1994, Mercantile acquired Mt. Vernon Bancorp, Inc., United
Postal Bancorp, Inc., and Metro Bancorporation. In connection
with these acquisitions, the Mt. Vernon Bancorp Inc. Profit
Sharing and Thrift (Mt. Vernon Plan) merged into the Plan
effective July 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 Plan Administrator has received a favorable tax determination
letter from the Internal Revenue Service dated August 14, 1986
which indicates 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 has been amended since receiving the latest determination
letter. It is the opinion of the Plan Administrator that the Plan
either (a) continues to satisfy the qualification requirements for
tax exemption under the applicable provisions of the Code, or (b)
can be further amended, retroactively, to continue its
tax-qualified status without interruption since the date of the
last determination letter.
(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) Plan Amendments
---------------
Effective January 1, 1995 the plan document was restated to reflect
certain changes made to the Plan. Included in the restatement was
a change in Plan name from Savings and Incentive Plan and Trust to
Horizon Investment and
(Continued)
<PAGE> 14
7
Savings Plan and Trust, change of the allowable employee
contribution range from 2% through 10% to 1% through 15%, increase
in the employer contribution match from 25% to 50%, change of the
return on assets requirements for an incentive contribution
(referred to as a discretionary match), requirement of employee
contributions to be eligible for the discretionary match addition
of the International Fund, and change of the stock fund from a
nonparticipant directed fund to a participant directed fund.
(9) Subsequent Events (Unaudited)
-----------------------------
In May 1995, TCBankshares, Inc. merged with Mercantile. In connection
with the merger, the TCBankshares, Inc. 401K Profit Sharing Plan
(TCBankshares Plan) merged into the Plan effective January 1,
1996. The fair value of the TCBankshares Plan's assets was
approximately $2,191,000 at December 31, 1995.
In July 1995, Plains Spirit Financial Corporation merged with
Mercantile. In connection with the merger, the First Federal
Savings Bank of Iowa Retirement Savings Plan (Plains Spirit Plan)
merged into the Plan effective January 1, 1996. The fair value of
the Plains Spirit Plan's assets was approximately $4,859,000 at
December 31, 1995.
In August 1995, Southwest Bancshares, Inc. merged with Mercantile. In
connection with the merger, the Southwest Bancshares, Inc. 401(k)
Plan (Southwest Plan) merged into the Plan effective January 1,
1996. The fair value of the Southwest Plan's assets was
approximately $651,000 at December 31, 1995.
In January 1996, Hawkeye Bancorporation merged with Mercantile. In
connection with the merger, the Hawkeye Bank Corporation
Employees 401(k) Savings Trust and the Hawkeye Bank Corporation
Employees Employee Stock Ownership Plan (Hawkeye Plans) will be
merged into the Plan effective July 1, 1996. The fair value of
the Hawkeye Plans' assets was approximately $24,300,000 at May
31, 1996.
In January 1996, First Sterling Bancorp, Inc. merged with Mercantile.
In connection with the merger, the First National Bank of Sterling
Rock Falls Savings and Retirement Plan (First Sterling Plan) will
be merged into the Plan effective July 1, 1996. The fair value of
the First Sterling Plan's assets was approximately $1,970,000 at
May 31, 1996.
In February 1996, Security Bank of Conway, F.S.B. merged with
Mercantile. In connection with the merger, the Security Bank of
Conway Profit Sharing Plan (Conway Plan) merged into the Plan
effective March 1, 1996. The fair value of the Conway Plan's
assets was approximately $355,000 at February 29, 1996.
In March 1996, Metro Savings Bank, F.S.B. merged with Mercantile. In
connection with the merger, the Metro Savings Bank F.S.B. Profit
Sharing Plan and the Metro Savings Bank F.S.B. Employee Stock
Ownership Plan (Metro Plans) will be merged into the Plan
effective July 1, 1996. The fair value of the Metro Plans' assets
was approximately $2,500,000 at May 31, 1996.
<PAGE> 15
8
<TABLE>
Schedule 1
----------
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<CAPTION>
Principal Current
amount Description Cost value
------ ----------- ---- -----
<C> <S> <C> <C>
Cash equivalents:
$ 9,906,616 Arch Money Market Portfolio Trust
Shares<F*> $ 9,906,616 9,906,616
116,031 Certificates of deposit 116,031 116,031
=========== ------------- -----------
10,022,647 10,022,647
------------- -----------
Loans to participants - general purpose
and residential loans (interest rates
4,776,924 range from 10% to 10.5%) 4,776,924 4,776,924
===========
Units
-----
Registered investment companies:
143,088 Arch International Equity Portfolio<F*> 1,437,094 1,561,089
509,146 Arch Emerging Growth Portfolio<F*> 6,030,396 6,145,390
559,371 Arch Government and Corporate Bond
Portfolio<F*> 5,719,195 5,934,925
1,577,472 Arch Balanced Portfolio<F*> 16,113,101 17,809,661
1,564,922 Arch Growth and Income Equity
=========== Portfolio<F*> 21,514,721 24,444,078
------------- -----------
50,814,507 55,895,143
------------- -----------
Shares
------
Employer-related companies -
1,819,079 Mercantile Bancorporation Inc. 53,277,164 83,677,634
===========
Common Stock<F*>
Corporate stocks -
69 Common Equitable Companies Inc. 621 1,656
===========
Units
-----
Miscellaneous assets -
150,024 Equitable Life Insurance 7,370 13,489
=========== ------------- -----------
Total assets held for
investment purposes $ 118,899,233 154,387,493
============= ===========
<FN>
<F*>Represents allowable party-in-interest transactions.
See accompanying independent auditors' report.
</TABLE>
<PAGE> 16
<TABLE>
MERCANTILE BANCORPORATION INC.
HORIZON INVESTMENT AND SAVINGS PLAN AND TRUST
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1995
Schedule 2
----------
<CAPTION>
Number Number
Identity of of Purchase of Selling Lease
party involved Description of transaction purchases price sales price rental
-------------- -------------------------- --------- ----- ----- ----- ------
<S> <C> <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*> 888 $ 49,004,573 735 $ 51,002,202 -
MTC Master Money Market Purchases and sales of units of
Account the MTC Master Money Market
Account 1 6,410,994 1 6,410,994 -
Mercantile Bancorpora- Purchases and sales of shares
tion Inc. of Mercantile Bancorporation
Inc. common stock<F*> 28 15,720,466 1 4,161 -
Arch Balanced Portfolio Purchases and sales of shares
of the Arch Balanced
Portfolio shares<F*> 16 2,142,990 19 1,077,000 -
Arch Emerging Growth Purchases and sales of units
Portfolio of the Arch Emerging Growth
Portfolio<F*> 29 2,640,778 12 356,000 -
Arch Government and
Corporate Bond Purchases and sales of units
Portfolio of the Arch Government and
Corporate Bond Portfolio<F*> 26 1,234,081 14 584,000 -
Arch International Equity Purchases and sales of units of
Portfolio shares the Arch International Equity
Portfolio<F*> 33 1,466,000 4 31,000 -
Arch Growth and Income Purchases and sales of units
Equity Portfolio of the Arch Growth and Income
Equity Portfolio<F*> 19 3,438,517 16 949,000 -
=== ============ === ============ ===
<CAPTION>
Expense Current
incurred value on Net
with Cost trans- gain
Identity of trans- of action or
party involved Description of transaction action assets date (loss)
-------------- -------------------------- ------ ------ ---- ------
<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*> - 51,002,202 57,002,202 -
MTC Master Money Market Purchases and sales of units of
Account the MTC Master Money Market
Account - 6,410,994 6,410,994 -
Mercantile Bancorpora- Purchases and sales of shares
tion Inc. of Mercantile Bancorporation
Inc. common stock<F*> 17,679 3,167 4,161 994
Arch Balanced Portfolio Purchases and sales of shares
of the Arch Balanced
Portfolio shares<F*> - 966,305 1,077,000 110,695
Arch Emerging Growth Purchases and sales of units
Portfolio of the Arch Emerging Growth
Portfolio<F*> - 314,645 356,000 41,355
Arch Government and
Corporate Bond Purchases and sales of units
Portfolio of the Arch Government and
Corporate Bond Portfolio<F*> - 551,612 584,000 32,388
Arch International Equity Purchases and sales of units of
Portfolio shares the Arch International Equity
Portfolio<F*> - 28,907 31,000 2,093
Arch Growth and Income Purchases and sales of units
Equity Portfolio of the Arch Growth and Income
Equity Portfolio<F*> - 792,712 949,000 156,288
====== ========== ========== =======
<FN>
Note: Schedule includes individually reportable transactions.
<F*>Represents allowable party-in-interest transactions.
See accompanying independent auditors' report.
</TABLE>
