UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MARK TWAIN BANCSHARES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.25 PER SHARE
(Title of Class of Securities)
570437 10 3
(CUSIP Number)
JON W. BILSTROM, MERCANTILE BANCORPORATION INC.,
ONE MERCANTILE CENTER, ST. LOUIS, MISSOURI 63101, 314-425-8180
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
OCTOBER 27, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sched-
ule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box / /
Check the following box if a fee is being paid with the state-
ment /x/.<PAGE>
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercantile Bancorporation Inc.
43-0951744
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
NUMBER OF 7. SOLE VOTING POWER
SHARES 2,440,687<F1>
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 2,440,687<F1>
10. SHARED DISPOSITIVE POWER
0
<F1>
The Reporting Person disclaims beneficial ownership of these
shares pursuant to Rule 13d-4 under the Securities Exchange Act of
1934, as amended. The shares also exclude 3,261,522 shares issu-
able pursuant to the Stock Option Agreement (as defined herein).
See Item 5 of this Schedule 13D.
Page 2 of 9 Pages<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,702,209<F2>
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.0%.
Based upon 16,384,722 shares of Common Stock outstanding at
September 30, 1996, as represented by Issuer, and including
3,261,522 shares of Common Stock subject to the Option.
14. TYPE OF REPORTING PERSON
HC CO
<F2>
The Reporting Person disclaims beneficial ownership of these
shares pursuant to Rule 13d-4 under the Securities Exchange
Act of 1934, as amended. See Item 5 of this Schedule 13D.
Page 3 of 9 Pages<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value
$1.25 per share ("Bancshares Common Stock"), of Mark Twain
Bancshares, Inc. ("Bancshares"). The principal executive offices
of Bancshares, a Missouri corporation registered under the Bank
Holding Company Act of 1956, as amended, are located at 8820 Ladue
Road, St. Louis, Missouri 63124.
Item 2. Identity and Background.
This Schedule 13D is filed by Mercantile Bancorporation
Inc. ("MBI"), a Missouri corporation registered under the Bank
Holding Company Act of 1956, as amended. MBI currently owns,
directly or indirectly, all of the capital stock of Mercantile
Bank National Association, 30 commercial banks located throughout
Missouri, Illinois, eastern Kansas, Iowa, and Arkansas, one
federal savings bank located in Davenport, Iowa, and other non-
banking subsidiaries. MBI's services concentrate in four major
lines of business: consumer, corporate and investment banking and
trust services. MBI also operates non-banking subsidiaries which
provide related financial services, including investment
management, brokerage services and asset-based lending. MBI's
principal executive offices are located at One Mercantile Center,
St. Louis, Missouri 63101.
During the last five years, to the best of MBI's
knowledge, neither MBI nor any of its executive officers or
directors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which MBI or such person was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any
violation with respect to such laws, and which judgment, decree or
final order was not subsequently vacated.
Each executive officer and each director of MBI is a
citizen of the United States. The name, business address and
present principal occupation of each executive officer and
director is set forth in Exhibit 99.1 to this Schedule 13D and
incorporated herein by this reference.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Stock Option Agreement dated October 27,
1996 between MBI and Bancshares (the "Stock Option Agreement"),
Bancshares granted MBI an irrevocable option (the "Option") to
purchase, under certain circumstances and subject to certain
adjustments, up to 3,261,522 authorized and unissued shares of
Bancshares Common Stock, at a price of $42.375 per share payable
in cash, which shares are covered by this Schedule 13D. The
shares of Bancshares Common Stock subject to the Option would
Page 4 of 9 Pages<PAGE>
equal 19.9% of the outstanding Bancshares Common Stock before
giving effect to the exercise of the Option. Under certain
circumstances, Bancshares may be required or permitted to
repurchase the Option granted by it or the shares of Bancshares
Common Stock acquired pursuant to the exercise of the Option.
The Option was granted by Bancshares as a condition of
and in consideration for MBI entering into the Agreement and Plan
of Reorganization, dated October 27, 1996, between MBI, Ameribanc,
Inc., a Missouri corporation and wholly owned subsidiary of MBI
("Merger Sub"), and Bancshares (the "Merger Agreement").
The exercise of the Option for the full number of shares
currently covered thereby would require aggregate funds of
$138,206,944.75. It is anticipated that, should the Option become
exercisable and should MBI determine to exercise the Option, MBI
would obtain the funds for purchase from working capital or by
borrowing from parties whose identity is not yet known.
A copy of the Stock Option Agreement is included as
Exhibit 2.2 to MBI's Current Report on Form 8-K dated November 6,
1996 (File No. 1-11792) (the "MBI 8-K") and is incorporated herein
by reference.
Each of the directors and officers of Bancshares set
forth in Exhibit 99.2 to this Schedule 13D, which Exhibit 99.2 is
incorporated herein by this reference, has agreed with MBI to vote
all of the shares of Bancshares Common Stock over which such
director or officer has voting power to approve the Merger and not
to sell any of such shares other than pursuant to the Merger
without MBI's consent (each, a "Support Agreement"). Such
directors and officers in the aggregate have voting power over
approximately 14.9% of the outstanding shares of Bancshares Common
Stock, based upon 16,384,722 share of Bancshares Common Stock
outstanding as of September 30, 1996, as represented by
Bancshares.
With respect to the Support Agreements, there are no
funds involved. Each of the directors and officers of Bancshares
listed in Exhibit 99.2 to this Schedule 13D executed a Support
Agreement as a condition and inducement to MBI's willingness to
enter into the Merger Agreement.
A copy of the form of Support Agreement executed by such
directors and officers is included as Exhibit 99.3 to this
Schedule 13D and is incorporated herein by this reference.
Item 4. Purpose of Transaction.
Simultaneously with the execution of the Support
Agreements and Stock Option Agreement, MBI, Merger Sub and
Bancshares entered into the Merger Agreement, pursuant to which
Bancshares will merge (the "Merger") with and into Merger Sub.
Page 5 of 9 Pages<PAGE>
Consummation of the Merger is subject to certain
conditions, including: (i) receipt of the approval of the Merger
Agreement by the shareholders of each of MBI, Merger Sub and
Bancshares; (ii) receipt of the approval of the Federal Reserve
Board and various other federal and state regulatory authorities;
(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.
Pursuant to the Merger Agreement, (a) the charter and bylaws, of-
ficers and directors of the surviving corporation in the Merger
will be the charter and bylaws, officers and directors of Merger
Sub and (b) each share of Bancshares Common Stock will be
converted into the right to receive 0.952 of a share of the common
stock of MBI, plus cash in lieu of fractional shares.
The Option was granted by Bancshares as a condition of
and in consideration for MBI entering into the Merger Agreement
and the directors and officers of Bancshares set forth in Exhibit
99.2 to this Schedule 13D executed the Support Agreements as a
condition and inducement to MBI's willingness to enter into the
Merger Agreement.
A copy of the Merger Agreement is included as Exhibit
2.1 to the MBI 8-K and is incorporated herein by this reference.
Except as set forth herein, MBI does not have any
current plans or proposals that relate to or would result in (i)
the acquisition by any person of additional shares of Bancshares
Common Stock or the disposition of shares of Bancshares Common
Stock; (ii) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Bancshares or any
of its subsidiaries; (iii) a sale or transfer of any material
amount of assets of Bancshares or any of its subsidiaries; (iv)
any change in the present board of directors or management of
Bancshares, including any plans or proposals to change the number
or term of directors or to fill any vacancies on the board; (v)
any material change in the present capitalization or dividend
policy of Bancshares; (vi) any other material change in
Bancshares' business or corporate structure; (vii) any change in
Bancshares' charter or bylaws, or instruments corresponding
thereto, or other actions that may impede the acquisition of
control of Bancshares by any person; (viii) causing a class of
securities of Bancshares to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities
association; (ix) a class of equity securities of Bancshares
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (x) any action similar to any of those enumerated
above.
Page 6 of 9 Pages<PAGE>
Item 5. Interest in Securities of Issuer.
As a condition and inducement to MBI's entering into the
Merger Agreement, each director and officer of Bancshares listed
on Exhibit 99.2 to this Schedule 13D executed a Support Agreement
to vote all Bancshares Common Stock beneficially owned by such
director or officer in favor of the Merger and agreed to vote
against, and not consent to, any alternative transaction or any
action to nullify or prevent the Merger. The Support Agreements
do not otherwise provide MBI with sole or shared voting power of,
including the power to vote, or to direct the voting of, or
dispositive power with respect to, any shares of Bancshares Common
Stock, and MBI disclaims beneficial ownership of Bancshares Common
Stock subject to the Support Agreements.
With respect to the Stock Option Agreement, although the
Option does not allow MBI to purchase any shares of Bancshares
Common Stock pursuant thereto unless the conditions to exercise
specified in the Stock Option Agreement occur, assuming for
purposes of this Item 5 that such conditions are satisfied and MBI
is entitled to purchase shares of Bancshares Common Stock pursuant
to the Option, MBI would be entitled to purchase 3,261,522 shares
of Bancshares Common Stock, or 19.9% of the outstanding Bancshares
Common Stock before giving effect to the exercise of the Option.
MBI does not currently have the right to acquire any
shares of Bancshares Common Stock under the Option unless certain
events specified in the Stock Option Agreement occur.
Accordingly, MBI does not have sole or shared voting or
dispositive power with respect to any shares of Bancshares Common
Stock, and MBI disclaims beneficial ownership of Bancshares Common
Stock subject to the Option until such events occur. Assuming for
purposes of this Item 5 that events occurred that would enable MBI
to exercise the Option and MBI exercised the Option, MBI would
have sole voting power and sole dispositive power to the shares
acquired pursuant to the Option, subject to Bancshares' right to
repurchase such shares as set forth in the Stock Option Agreement.
To the best of MBI's knowledge, no executive officer or
director of MBI beneficially owns any shares of Bancshares Common
Stock, nor (except for the issuance of the Option) have any
transactions in Bancshares Common Stock been effected during the
past 60 days by MBI or, to the best knowledge of MBI, by any
executive officer or director of MBI. In addition, no other
person is known by MBI to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the securities covered by this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
A copy of the Stock Option Agreement is included as
Exhibit 2.2 to the MBI 8-K and is incorporated herein by this
reference. The rights and obligations of Bancshares and MBI under
Page 7 of 9 Pages<PAGE>
the Stock Option Agreement are subject to all required regulatory
approvals.
A copy of the form of Support Agreement executed by the
directors and officers set forth on Exhibit 99.2 to this Schedule
13D is included as Exhibit 99.3 to this Schedule 13D and is
incorporated herein by this reference.
A copy of the Merger Agreement is included as Exhibit
2.1 to the MBI 8-K and is incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
The following exhibits are filed as part of this
Schedule 13D:
Exhibit 2.1 -- Agreement and Plan of Reorganization, dated
October 27, 1996, by and between Mercantile
Bancorporation Inc., Ameribanc, Inc. and Mark
Twain Bancshares, Inc. (incorporated by
reference to Exhibit 2 to the MBI 8-K).
Exhibit 2.2 -- Stock Option Agreement, dated October 27,
1996, by and between Mercantile Bancorporation
Inc. and Mark Twain Bancshares, Inc.
(incorporated by reference to Exhibit 99.1 to
the MBI 8-K).
Exhibit 99.1 -- Name, Business Address and Present
Principal Occupation of Each
Executive Officer and Director of
Mercantile Bancorporation Inc.
Exhibit 99.2 -- Name of Each Director and Officer
of Mark Twain Bancshares, Inc. Executing a
Support Agreement.
Exhibit 99.3 -- Form of Support Agreement.
Page 8 of 9 Pages<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
MERCANTILE BANCORPORATION INC.
By: /s/ Jon W. Bilstrom
Jon W. Bilstrom
General Counsel and Secretary
Dated: November 6, 1996
Page 9 of 9 Pages<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Description Page No.
2.1 Agreement and Plan of
Reorganization dated October 27,
1996 by and between Mercantile
Bancorporation Inc., Ameribanc,
Inc. and Mark Twain Bancshares,
Inc.
2.2 Stock Option Agreement dated
October 27, 1996 between
Mercantile Bancorporation Inc.
and Mark Twain Bancshares, Inc.
99.1 Name, Business Address and
Present Principal Occupation of
Each Executive Officer and
Director of Mercantile
Bancorporation Inc.
99.2 Name of Each Director and Officer
of Mark Twain Bancshares, Inc.
Executing a Support Agreement.
99.3 Form of Support Agreement.
EXHIBIT 99.1
DIRECTORS AND EXECUTIVE OFFICERS OF
MERCANTILE BANCORPORATION INC.
The following table sets forth the name, business
address, and principal occupation or employment for each
director and each executive officer of MBI.
Unless otherwise indicated, each person listed below
is a citizen of the United States, and the business address of
each individual listed below is One Mercantile Center, St.
Louis, Missouri 63101.
DIRECTORS (INCLUDING DIRECTORS WHO ARE EXECUTIVE OFFICERS)
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT; BUSINESS ADDRESS
Harry M. Cornell, Jr. Chairman and Chief Executive Officer
of Leggett & Platt, Inc., manufacturer
of components used primarily in the
furniture and bedding industry
Leggett & Platt, Inc.
P.O. Box 757
Carthage, Missouri 64836
William A. Hall Assistant to the Chairman, Hallmark
Cards, Inc., manufacturer of greeting
cards and related products
Hallmark Cards, Inc.
P.O. Box 419589
Kansas City, Missouri 64141
Thomas A. Hays Retired Deputy Chairman of The May
Department Stores Company, retail
stores
Thomas H. Jacobsen Chairman of the Board, President and
Chief Executive Officer of MBI
Frank Lyon, Jr. Retired Chairman of the Board of
Mercantile Bank of Central Arkansas,
Little Rock, Arkansas
One Riverfront Place, Suite 400
North Little Rock, Arkansas 72114<PAGE>
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT; BUSINESS ADDRESS
Edward A. Mueller President and Chief Executive Officer
of Southwestern Bell Telephone
Company, communications industry
company
Southwestern Bell Telephone Company
One Bell Center
St. Louis, Missouri 63101
Robert W. Murray Formerly, Chairman of Mercantile Bank
of Polk County, Des Moines, Iowa
Mercantile Bank of Western Iowa
604 Locust Street
Des Moines, Iowa 50309
Harvey Saligman Managing Partner of Cynwyd
Investments, real estate investment
company
Cynwyd Investments
10 South Brentwood Boulevard
St. Louis, Missouri 63105
Craig D. Schnuck Chairman and Chief Executive Officer,
Schnuck Markets, Inc., retail
supermarket chain
Schnuck Markets, Inc.
11420 Lackland Road
St. Louis, Missouri 63146
Robert L. Stark Dean of the University of Kansas
Regents Center, educational
institution
University of Kansas Regents Center
P.O. Box 25936
Overland Park, Kansas 66225
Patrick T. Stokes President of Anheuser-Busch, Inc.,
brewer of beer and other malt
beverages
Anheuser-Busch, Inc.
One Busch Place
St. Louis, Missouri 63118<PAGE>
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT; BUSINESS ADDRESS
John A. Wright President and Chief Executive Officer
of Big River Minerals Corporation,
natural resources investment firm
Big River Minerals Corporation
150 North Meramec Avenue
St. Louis, Missouri 63105
EXECUTIVES WHO ARE NOT DIRECTORS
All Positions and Offices
Name Held with Mercantile
W. Randolph Adams Chairman and Chief Executive Officer
of Mercantile Bank National
Association and Mercantile Trust
Company National Association
John Q. Arnold Senior Executive Vice President and
Chief Financial Officer
John H. Beirise Group President, Emerging Markets
Jon W. Bilstrom General Counsel and Secretary
Richard C. King President and Chief Executive Officer,
Mercantile Bank (Kansas)
John W. McClure Group President - Community Banking
Jon P. Pierce Executive Vice President -- Human
Resources
EXHIBIT 99.2
DIRECTORS AND OFFICERS OF MARK TWAIN BANCSHARES, INC.
EXECUTING SUPPORT AGREEMENTS
NAME TITLE
Alvin J. Siteman Chairman of the Board
John P. Dubinsky President and Chief Executive;
Director
Henry J. Givens, Jr. Director
James J. Murphy, Jr. Director
B.D. Hunter Director
Jack Deutsch Director
EXHIBIT 99.3
October 27, 1996
Mercantile Bancorporation Inc.
Mercantile Tower
St. Louis, Missouri 63166
Dear Sirs:
The undersigned understands that Mercantile Bancorporation Inc. ("Mercan-
tile") and Mark Twain Bancshares, Inc. ("Bancshares") are entering into
an Agreement and Plan of Reorganization (the "Agreement") providing for,
among other things, a merger between a wholly owned subsidiary of Mer-
cantile and Bancshares (the "Merger") in which all of the outstanding
shares of capital stock of Bancshares will be exchanged for shares of
common stock, par value $5.00 per share, of Mercantile. This letter
agreement is being executed by me solely in my capacity as a shareholder
of Bancshares.
As a condition and inducement to your willingness to enter into the
Agreement:
Ownership of Stock. Except to the extent set forth on Schedule A, I
represent that I have sole voting and dispositive power over that number
of shares of the Common Stock, par value $1.25 per share, of Bancshares
("Bancshares Common Stock") as set forth on Schedule A hereto, and that I
beneficially own such shares free and clear of all liens, charges and
encumbrances, agreements and commitments of every kind. The
representation set forth in this paragraph shall not survive the
consummation of the Merger.
No Disposition or Solicitation. I will not sell, agree to sell or other-
wise transfer or dispose of any Bancshares Common Stock, other than pur-
suant to the Merger or to an affiliate who agrees to comply herewith, nor
will I directly or indirectly solicit, initiate, or encourage any inquir-
ies or proposals from, discuss or negotiate with, or provide any non-
public information to, any person relating to any sale of Bancshares, or
any of its business, material assets, or capital stock, or any business
combination or similar transaction involving Bancshares ("Alternative
Transaction"). Nothing in this letter agreement shall preclude the un-
dersigned from discharging his fiduciary duties as a director of the Com-
pany.
Voting. I agree that I will vote all Bancshares Common Stock benefi-
cially owned by me at the record date for any meeting of stockholders of
Bancshares called to consider and vote on the Merger in favor of the
Merger and I will vote against, and not consent to, any Alternative
Transaction or any action to nullify or prevent the Merger at any meeting<PAGE>
of stockholders of Bancshares called to consider and vote on any Alterna-
tive Transaction or any such action.
No Disposition of Bancshares or Mercantile Common Stock. In my capacity
as a Bancshares shareholder, I represent that (i) I have no present plan
or intention to sell, exchange, or otherwise dispose of (or enter into
any transaction to reduce my equity risk with respect to) any shares of
Mercantile Common Stock to be received pursuant to the Merger, (ii) I
have not transferred, and have no present plan or intention to transfer,
any shares of Bancshares Common Stock prior to the Effective Time of the
Merger in contemplation of the Merger, and (iii) both of the foregoing
representations will be true, correct and complete as of the Effective
Time of the Merger as though made as of the Effective Time of the Merger.
I understand that the representations made in this paragraph will be re-
lied upon by Sidley & Austin, counsel to Bancshares, and Wachtell, Lip-
ton, Rosen & Katz, counsel to Mercantile (each of whom is an intended
third-party beneficiary of the representations in this paragraph), in
rendering their opinions pursuant to Sections 6.02(c) and 6.03(c), re-
spectively, of the Agreement.
Termination. This letter agreement shall terminate upon the termination
of the Agreement in accordance with its terms.
Miscellaneous. This letter agreement shall bind and benefit the respec-
tive parties' successors, assigns, executors, trustees and heirs. Dam-
ages are inadequate for breach by me of any term of this agreement and
Mercantile shall be entitled to preliminary and permanent injunctive re-
lief to enforce this agreement. This letter agreement shall be governed
by and construed under the laws of the State of Missouri (without giving
effect to the choice of law provisions thereof). Any term hereof which
is invalid or unenforceable in any jurisdiction shall, as to such juris-
diction, be ineffective to the extent of such invalidity or unenforce-
ability without affecting remaining terms or their validity or enforce-
ability in any other jurisdiction. If any provision of this letter
agreement is so broad as to be unenforceable, such provision shall be in-
terpreted to be only so broad as is enforceable.<PAGE>
This letter agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of such counterparts to-
gether shall constitute one and the same instrument.
Very truly yours,
Confirmed and accepted
as of the date first above written:
MERCANTILE BANCORPORATION INC.
By:
Name:
Title:<PAGE>
SCHEDULE A
Number of Shares
of Bancshares Common Stock Address and
Name of Owned Beneficially Contact
Shareholder and of Record Person
