SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Date of Report (Date of earliest event reported): April 25, 1997
MERCANTILE BANCORPORATION INC.
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(Exact name of registrant as specified in its charter)
Missouri 1-11792 43-0951744
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
P.O. Box 524, St. Louis, Missouri 63166-0524
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(Address of principal executive offices) (Zip Code)
(314) 425-2525
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(Registrant's telephone number, including area code) <PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
At a special meeting of shareholders held on April 22,
1997, the shareholders of Mark Twain Bancshares, Inc.
("Bancshares"), and at the Annual Meeting of Shareholders held on
April 24, 1997, the shareholders of Mercantile Bancorporation Inc.
("MBI"), each voted upon and approved and adopted an Agreement and
Plan of Reorganization, dated October 27, 1997, as amended (the
"Merger Agreement"), by and between MBI, Ameribanc, Inc., a wholly
owned subsidiary of MBI ("Merger Sub"), and Bancshares. Pursuant
to the Merger Agreement, Bancshares was merged (the "Merger") with
and into Merger Sub, and, among other things, each share of
Bancshares common stock, par value $1.25 per share ("Bancshares
Common Stock"), other than shares held by Bancshares, 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 Bancshares who exercised their
dissenters' rights under the Missouri General and Business
Corporation Law, was converted into the right to receive .952 of a
share of MBI common stock, par value $0.01 per share ("MBI Common
Stock"), with cash in lieu of fractional shares. It is
anticipated that approximately 17,213,114 shares of MBI Common
Stock will be issued pursuant to the Merger to former shareholders
of Bancshares, inclusive of shares issuable upon exercise of
options to purchase shares of MBI Common Stock into which
outstanding options to purchase Bancshares Common Stock were
converted in the Merger. The Merger became effective as of April
25, 1997. As a result of the Merger, the business and operations
of Bancshares will be continued through Merger Sub.
Bancshares was organized in 1967 and was a registered
bank holding company under the federal Bank Holding Company Act of
1956, as amended. Bancshares operated 24 separate banking
locations in the metropolitan St. Louis area (including four in
Illinois) through two banking subsidiaries, Mark Twain Bank and
Mark Twain Illinois Bank. Bancshares also operated 15 separate
locations in the metropolitan Kansas City bi-state area through
another banking subsidiary, Mark Twain Kansas City Bank, and 3
separate locations in the metropolitan Springfield, Missouri area
through another banking subsidiary, First City National Bank.
Bancshares subsidiaries also provided a variety of fixed income
investment products, complete brokerage services and a complete
line of personal trust, employee benefit plan, investment advisory
and management, and corporate trust services.<PAGE>
MBI's Registration Statement on Form S-4 (Registration
No. 333-23607), which was declared effective by the Securities and
Exchange Commission on March 20, 1997, sets forth certain
information regarding the Merger, MBI and Bancshares, 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 Bancshares 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 Bancshares' business
and MBI's intended use of the assets acquired in the Merger.<PAGE>
Signatures
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Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
MERCANTILE BANCORPORATION INC.
(Registrant)
By: /s/ Jon W. Bilstrom
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Name: Jon W. Bilstrom
Title: General Counsel
and Secretary
Dated: May 2, 1997
