SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 2, 1996
Date of Report (Date of earliest event reported)
Mercantile Bancorporation Inc.
(Exact name of Registrant as specified in its charter)
Missouri 1-11792 43-0951744
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 524, St. Louis, Missouri 63166-0524
(Address of principal executive offices) (Zip Code)
(314) 425-2525
(Registrant's telephone number, including area code)<PAGE>
Item 2. Acquisition or Disposition of Assets
At a special meeting of shareholders held on
December 21, 1995, the shareholders of Hawkeye
Bancorporation, an Iowa corporation ("Hawkeye"), voted upon
and approved and adopted an Agreement and Plan of
Reorganization, dated August 4, 1995 (the "Merger
Agreement"), by and between Hawkeye and Mercantile
Bancorporation Inc., a Missouri corporation ("MBI").
Pursuant to the Merger Agreement, Hawkeye was merged (the
"Merger") with and into Mercantile Bancorporation Inc. of
Iowa, an Iowa corporation ("Merger Sub") and a wholly owned
subsidiary of MBI, and, among other things, each share of
Hawkeye common stock, without par value ("Hawkeye Common
Stock"), other than shares held by Hawkeye, MBI or any of
their respective wholly owned subsidiaries, in each case
other than in a fiduciary capacity or as a result of debts
previously contracted, all of which were cancelled in the
Merger, and other than shares held by shareholders of Hawkeye
who exercised their dissenters' rights under the Iowa
Business Corporation Act, was converted into the right to
receive .585 of a share of MBI common stock, $5.00 par value
per share ("MBI Common Stock"), with cash in lieu of
fractional shares. It is anticipated that approximately
7,996,952 shares of MBI Common Stock will be issued pursuant
to the Merger to former shareholders of Hawkeye, inclusive of
shares issuable upon exercise of options to purchase shares
of MBI Common Stock into which outstanding options to
purchase Hawkeye Common Stock were converted in the Merger.
The Merger became effective as of January 2, 1996. As a
result of the Merger, the business and operations of Hawkeye
will be continued through Merger Sub.
Hawkeye was organized in 1966 and is a registered
bank holding company under the federal Bank Holding Company
Act of 1956, as amended. As of September 30, 1995, Hawkeye
owned controlling interests in 23 commercial bank
subsidiaries and three non-bank subsidiaries that operated
from 65 locations throughout Iowa. Hawkeye's bank
subsidiaries are located primarily in county seat or local
trade center communities where agriculture is the primary in-
dustry and provide a broad range of commercial bank financial
services to business customers and a variety of consumer
banking services to individual customers. Certain of the
bank subsidiaries also provide trust services. Hawkeye's
non-bank subsidiaries provide related financial services,
including centralized proof and accounting services for
Hawkeye bank subsidiaries, equipment leasing and funding and
servicing of government guaranteed FMHA loans. <PAGE>
MBI's Registration Statement on Form S-4
(Registration No. 33-63609), which was declared effective by
the Securities and Exchange Commission on November 21, 1995,
sets forth certain information regarding the Merger, MBI and
Hawkeye, including, without limitation, the effective time
and manner of the Merger, a description of the assets
involved, the nature and amount of consideration paid by MBI
therefor, the method used for determining the amount of such
consideration, the nature of any material relationships
between Hawkeye and MBI or any of its affiliates, any officer
or director of MBI, or any associate of any such officer or
director, the nature of Hawkeye's business and MBI's intended
use of the assets acquired in the Merger.
Item 7. Financial Statements, Pro Forma Financial Informa-
tion and Exhibits
(a) Financial Statements of Hawkeye Bancorporation
The historical financial statements of Hawkeye
listed below are hereby incorporated herein by reference
to the information contained in pages 16 through 31,
inclusive, of Hawkeye's Annual Report on Form 10-K
(Commission File No. 0-4742) for the year ended December
31, 1994, and in pages 12 through 13 (Exhibit II),
inclusive, of and Exhibit 13 to Hawkeye's Quarterly
Report on Form 10-Q (Commission File No. 0-4742) for the
quarter ended September 30, 1995.
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.<PAGE>
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.
(b) Pro Forma Financial Information
The pro forma financial information set forth
below is hereby incorporated herein by reference to the
information contained under the caption "Pro Forma
Financial Information" in pages 38 through 46,
inclusive, of the Proxy Statement/Prospectus of Hawkeye
dated November 21, 1995.
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.
(c) Exhibits
2 Agreement and Plan of Reorganization dated
August 4, 1995 by and between MBI and
Hawkeye.*
23 Consent of Independent Auditors.
99.1 Pages 16 through 31, inclusive, of Hawkeye's
Annual Report on Form 10-K (Commission File
No. 0-4742) for the year ended December 31,
1994.**<PAGE>
99.2 Pages 12 through 13 (Exhibit II), inclusive,
of and Exhibit 13 to Hawkeye's Quarterly
Report on Form 10-Q (Commission File No.
0-4742) for the quarter ended September 30,
1995.**
99.3 Pages 38 through 46, inclusive, of the Proxy
Statement/Prospectus of Hawkeye dated November
21, 1995.**
* Incorporated herein by reference to Exhibit 2.1 to MBI's
Registration Statement on Form S-4 (Registration No.
33-63609) filed with the Securities and Exchange Commission
on October 23, 1995.
** Incorporated by reference herein.<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereto
duly authorized.
MERCANTILE BANCORPORATION INC.
Dated: January 16, 1996 By /s/ Jon W. Bilstrom
Jon W. Bilstrom
General Counsel and
Secretary<PAGE>
EXHIBIT LIST
Exhibit Description
No.
2 Agreement and Plan of Reorganization dated August
4, 1995 by and between MBI and Hawkeye.*
23 Consent of Independent Auditors.
99.1 Pages 16 through 31, inclusive, of Hawkeye's Annual
Report on Form 10-K (Commission File No. 0-4742)
for the year ended December 31, 1994.**
99.2 Pages 12 through 13 (Exhibit II), inclusive, of and
Exhibit 13 to Hawkeye's Quarterly Report on Form
10-Q (Commission File No. 0-4742) for the quarter
ended September 30, 1995.**
99.3 Pages 38 through 46, inclusive, of the Proxy
Statement/Prospectus of Hawkeye dated November 21,
1995.**
* Incorporated herein by reference to Exhibit 2.1 to MBI's
Registration Statement on Form S-4 (Registration No.
33-63609) filed with the Securities and Exchange Commission
on October 23, 1995.
** Incorporated by reference herein.
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the
Registration Statements No. 2-78395, No. 33-15265, No.
33-33870, No. 33-35139, No. 33-43694, No. 33-48952 and No.
33-57543, each on Form S-8, and No. 33-45863, No. 33-50981,
No. 33-52986, No. 33-50579, No. 33-55439, No. 33-58467, No.
33-56603, No. 33-63609, No. 33-63925 and No. 33-65087, each
on Form S-4, of Mercantile Bancorporation Inc. of our report
dated January 24, 1995, appearing in the Annual Report on
Form 10-K of Hawkeye Bancorporation for the year ended
December 31, 1994, in connection with Form 8-K of Mercantile
Bancorporation Inc. dated January 2, 1996.
/s/ Deloitte & Touche LLP
Des Moines, Iowa
January 16, 1996
