As filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 333-27431
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
Mercantile Bancorporation Inc.
(Exact Name of Registrant as Specified in Its Charter)
Missouri 43-0951744
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
P.O. Box 524, St. Louis, Missouri 63166-0524
(Address of Principal Executive Offices) (Zip Code)
Roosevelt Financial Group, Inc.'s Stock Option
Awards for Advisory Directors
Roosevelt Financial Group, Inc.'s Amended and Restated 1986
Stock Option and Incentive Plan
Roosevelt Financial Group, Inc.'s Stock Option Awards
for Certain Directors
Roosevelt Financial Group, Inc.'s 1994 Non-Employee Director
Stock Option Plan
Roosevelt Bank Employees' Savings and Profit Sharing Plan
Sentinel Financial Corporation's 1994 Stock Option Plan
Kirksville Bancshares, Inc.'s 1991 Stock Option and Incentive Plan
Community Charter Corporation's 1994 Non-Qualified Stock Option Plan
for Executive Officers and Directors
(Full Title of the Plans)
Jon W. Bilstrom, Esq.
General Counsel and Secretary
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
(Name and Address of Agent For Service)
(314) 425-2525
(Telephone Number, Including Area Code, of Agent For Service)<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration Fee
be Registered Registered(2) Price Per Share Offering Price
Common Stock, 407,097 shares (3) (3) (3)
$0.01 par value (1)
(1) Includes one attached Preferred Share Purchase Right per share.
(2) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plans.
Does not reflect a 3-for-2 stock split announced by the Registrant
and applicable to holders of record on September 10, 1997. The number
of shares issuable pursuant to outstanding option awards will be
adjusted for the stock split. Had the stock split been effected
prior to the date hereof, 610,646 shares of the Registrant's Common
Stock would be issuable under the outstanding option awards.
(3) Not applicable. All filing fees payable in connection with the
registration of the issuance of these securities were paid in
connection with the filing of the Registrant's Form S-4 Registration
Statement (333-27431) on May 19, 1997.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described in Part II
under "Introductory Statement."<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
Mercantile Bancorporation Inc. (the "Company" or the
"Registrant") hereby amends its Registration Statement on Form
S-4 (Registration No. 333-27431) (the "Form S-4") by filing
this Post-Effective Amendment No. 1 on Form S-8 ("Amendment No.
1") with respect to up to 407,097 shares of the Company's
Common Stock, par value $0.01 per share ("Company Common
Stock"), issuable in connection with the following plans (the
"Plans") of Roosevelt Financial Group, Inc. ("RFG"):
(a) RFG's Stock Option Awards for Advisory Directors;
(b) RFG's Amended and Restated 1986 Stock Option and
Incentive Plan;
(c) RFG's Stock Option Awards for Certain Directors;
(d) RFG's 1994 Non-Employee Director Stock Option Plan;
(e) Roosevelt Bank Employees' Savings and Profit Sharing
Plan;
(f) Sentinel Financial Corporation's 1994 Stock Option
Plan;
(g) Kirksville Bancshares, Inc.'s 1991 Stock Option Plan;
and
(h) Community Charter Corporation 1994 Non-Qualified
Stock Option Plan for Executive Officers and Direc-
tors.
All such shares of Company Common Stock were previously in-
cluded in the Form S-4.
On July 1, 1997, RFG, a Delaware corporation, was
merged (the "Merger") with and into Ameribanc, Inc., a Missouri
corporation ("Merger Sub") and a wholly owned subsidiary of the
Registrant, pursuant to an Agreement and Plan of Reorganiza-
tion, dated December 22, 1996, between the Registrant and RFG
(the "Merger Agreement"). As a result of the Merger, each out-
standing share of common stock, par value $.01 per share ("RFG
Common Stock"), with certain specified exceptions, was con-
verted into either $22.00 in cash or shares of Company Common
Stock pursuant to the exchange ratio (the "Exchange Ratio") and<PAGE>
allocation procedures set forth in the Merger Agreement. Due
to an oversubscription for the available shares of MBI Common
Stock and as a result of the allocation procedures set forth in
the Merger Agreement, RFG shareholders who made a valid stock
election received approximately 68% stock and 32% cash, which
is equivalent to a distribution of .7852 shares of Company
Common Stock and $7.10 in cash for each share of RFG Common
Stock held. Also as a result of the Merger, shares of RFG
Common Stock are no longer issuable upon the exercise of
options to purchase RFG Common Stock ("RFG Options") pursuant
to the Plans. Instead, participants in the Plans will receive
in lieu of RFG Common Stock that number of shares of Company
Common Stock equal to the number of shares of RFG Common Stock
issuable immediately prior to the effective time of the Merger
upon exercise of a RFG Option multiplied by the Exchange Ratio,
with an exercise price for such option equal to the exercise
price which existed under the corresponding RFG Option divided
by the Exchange Ratio and rounded down to the nearest whole
cent.
The designation of Amendment No. 1 as Registration
No. 333-27431 denotes that Amendment No. 1 relates only to the
shares of Company Common Stock issuable pursuant to the Plans
and that this is the first Post-Effective Amendment to the Form
S-4 filed with respect to such shares.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (e) below are
incorporated by reference in the registration statement. All
documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of the
filing of this registration statement and prior to the filing
of a post-effective amendment that indicates that all securi-
ties registered hereunder have been sold, or that de-registers
all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to
be a part hereof from the date of the filing of such documents.
(a) The Company's Annual Report on Form 10-K (Com-
mission File No. 1-11792) for the year ended December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q
(Commission File No. 1-11792) for the quarter ended March 31,
1997;
(c) The Company's Current Reports on Form 8-K (Com-
mission File No. 1-11792), dated May 2, May 13, and July 14,
1997 and Form 8-K/A dated May 22, 1997;
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(d) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A
(Commission File No. 1-11792), dated March 5, 1993, and any
amendment or report filed for the purpose of updating such de-
scription; and
(e) The description of the Company's Preferred Share
Purchase Rights contained in the Company's Registration State-
ment on Form 8-A (Commission File No. 1-11792), dated March 5,
1993, and any amendment or report filed for the purpose of up-
dating such description.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of the Company Common
Stock offered hereby has been passed upon for the Company by
Jon W. Bilstrom, General Counsel and Secretary of the Company,
who, as of July 31, 1997, beneficially owned less than 1% of
the outstanding shares of Company Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 351.355(1) and (2) of The General and Busi-
ness Corporation Law of the State of Missouri provide that a
corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that
he is or was a director, officer, employee or agent of the cor-
poration, or is or was serving at the request of the corpora-
tion as a director, officer, employee or agent of another cor-
poration, partnership, joint venture, trust or other enter-
prise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or pro-
ceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or pro-
ceeding, had no reasonable cause to believe his conduct was
unlawful, except that, in the case of an action or suit by or
in the right of the corporation, the corporation may not indem-
nify such persons against judgments and fines and no person
shall be indemnified as to any claim, issue or matter as to
which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation, unless and only to the extent that the court in
which the action or suit was brought determines upon applica-
tion that such person is fairly and reasonably entitled to in-
demnity for proper expenses. Section 331.355(3) provides that,
to the extent that a director, officer, employee or agent of
the corporation has been successful in the defense of any such
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action, suit or proceeding or any claim, issue or matter
therein, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably, incurred in connec-
tion with such action, suit or proceeding. Section 351.355(7)
provides that a corporation may provide additional indemnifica-
tion to any person indemnifiable under subsection (1) or (2),
provided such additional indemnification is authorized by the
corporation's articles of incorporation or an amendment thereto
or by a shareholder-approved bylaw or agreement, and provided
further that no person shall thereby be indemnified against
conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct or, as
provided in Article 12 of the Restated Articles of Incorpora-
tion of the Registrant, which involved an accounting for prof-
its pursuant to Section 16(b) of the Exchange Act.
Article 12 of the Restated Articles of Incorporation
of the Registrant provides that the Registrant shall extend to
its directors and executive officers the indemnification speci-
fied in subsections (1) and (2) and may also extend the ad-
ditional indemnification authorized in subsection (7) and that
it may extend to other officers, employees and agents such in-
demnification and additional indemnification.
Pursuant to directors' and officers' lability in-
surance policies, with total annual limits of $45,000,000, the
Registrant's directors and officers are insured, subject to the
limits, retention, exceptions and other terms and conditions of
such policy, against liability for any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect
or breach of duty by the directors or officers of the Regis-
trant, individually or collectively, or any matter claimed
against them solely by reason of their being directors or of-
ficers of the Registrant.
ITEM 8. EXHIBITS.
See Exhibit Index located at page 9 hereof.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this regis-
tration statement: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act"); (ii) to reflect in the prospectus any facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
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which, individually or in the aggregate, represent a fundamen-
tal change in the information set forth in the registration
statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such in-
formation in the registration statement; provided, however,
that clauses (i) and (ii) do not apply if the information re-
quired to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or fur-
nished to the Securities and Exchange Commission by the Regis-
trant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration
statement;
(2) That, for the purpose of determining any li-
ability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Secu-
rities Act, each filing of the Registrant's annual report pur-
suant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such secu-
rities at that time shall be deemed to be the initial bona fide
offering thereof.
C. Insofar as indemnification for liabilities aris-
ing under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions described under Item 6 above or otherwise, the
Registrant has been advised that in the opinion of the Securi-
ties and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, there-
fore, unenforceable. In the event that a claim for indemnifica-
tion against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful de-
fense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
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opinion of its counsel the matter has been settled by control-
ling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against pub-
lic policy as expressed in the Securities Act and will be gov-
erned by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Post-Effective Amendment No.
1 on Form S-8 to the Registrant's Registration Statement on
Form S-4 to be signed on its behalf by the undersigned, there-
unto duly authorized, in the City of St. Louis, State of Mis-
souri, on the 31st day of July, 1997.
MERCANTILE BANCORPORATION INC.
By: /s/ Thomas H. Jacobsen
Name: Thomas H. Jacobsen
Title: Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the fol-
lowing persons in the capacities indicated on the 31st day of
July, 1997.
Signature Title
/s/ Thomas H. Jacobsen Chairman of the Board,
Thomas H. Jacobsen President, Chief Executive
Principal Executive Of- Officer and Director
ficer
/s/ John Q. Arnold Senior Executive
John Q. Arnold Vice President and
Principal Financial Of- Chief Financial Officer
ficer
/s/ Michael T. Normile Senior Vice President --
Michael T. Normile Finance and Control
Principal Accounting Of-
ficer
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Signature Title
* Director
Harry M. Cornell, Jr.
* Director
William A. Hall
* Director
Thomas A. Hays
* Director
Frank Lyon, Jr.
* Director
Robert W. Murray
* Director
Harvey Saligman
* Director
Craig D. Schnuck
Director
Alvin Siteman
* Director
Robert L. Stark
* Director
Patrick T. Stokes
Director
John A. Wright
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*By: /s/ Thomas H. Jacobsen
Attorney-in-Fact
Thomas H. Jacobsen, by signing his name hereto, does sign this
document on behalf of the persons named above, pursuant to a
power of attorney duly executed by such persons and previously
filed.
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EXHIBIT INDEX
Exhibit
Number Description
4.1 Rights Agreement, dated as of May 23, 1988, between
the Company and Mercantile Bank, as Rights Agent (in-
cluding 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 the
Company's Registration Statement No. 0-6045 on Form
8-A, dated May 24, 1988, is incorporated herein by
reference
5 Opinion of Jon W. Bilstrom as to the legality of the
shares to be issued
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Jon W. Bilstrom (included in Exhibit 5)
24 Power of Attorney (included on signature page to the
Company's Registration Statement No. 333-27431 on
Form S-4 dated May 19, 1997)
99.1 Roosevelt Financial Group, Inc.'s Form of Stock Op-
tion Agreement for Advisory Directors, filed as ex-
hibit 4 to Roosevelt Financial Group, Inc.'s Regis-
tration Statement on Form S-8 filed February 25,
1991, is incorporated herein by reference
99.2 Roosevelt Financial Group, Inc.'s Amended and Re-
stated 1986 Stock Option and Incentive Plan, filed as
exhibit 4.9 to Roosevelt Financial Group, Inc.'s
Registration Statement on Form S-8 filed August 15,
1994, is incorporated herein by reference
99.3 Stock Option Agreements between Roosevelt Financial
Group, Inc. and certain directors, filed as exhibit
4.4(a)-(l) to Roosevelt Financial Group, Inc.'s Reg-
istration Statement on Form S-8 filed July 7, 1993,
are incorporated herein by reference
_____________________
*Filed herewith. All other exhibits were previously filed.
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99.4 Roosevelt Financial Group, Inc.'s 1994 Non-Employee
Director Stock Option Plan, filed as exhibit 4.11 to
Roosevelt Financial Group, Inc.'s Registration
Statement on Form S-8 filed May 9, 1995, is incorpo-
rated herein by reference
99.5 Roosevelt Bank Employees' Savings and Profit Sharing
Plan, filed as exhibit 4.9 to Roosevelt Financial
Group, Inc.'s Registration Statement on Form S-8
filed September 29, 1995, is incorporated herein by
reference
99.6 Sentinel Financial Corporation's 1994 Stock Option
Plan, filed as an exhibit to Sentinel Financial
Corporation's definitive proxy statement on Schedule
14A, dated September 19, 1994, relating to its 1994
Annual Meeting of Stockholders, is incorporated
herein by reference
99.7 1991 Stock Option Plan of Kirksville Bancshares,
Inc., filed as exhibit 10(d) to Kirksville Banc-
shares, Inc.'s Annual Report on Form 10-K SB for the
year ended March 31, 1993, is incorporated herein by
reference
99.8 Community Charter Corporation 1994 Non-Qualified
Stock Option Plan for Executive Officers and
Directors*
_____________________
*Filed herewith. All other exhibits were previously filed.
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EXHIBIT 23.1
Independent Auditors' Consent
The Board of Directors and Stockholders
Mercantile Bancorporation Inc.:
We consent to the use of our reports incorporated herein by
reference in the Form S-8 Registration Statement No. 333-27431.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
July 31, 1997
EXHIBIT 99.8
COMMUNITY CHARTER CORPORATION
1994 NON-QUALIFIED STOCK OPTION PLAN
FOR EXECUTIVE OFFICERS AND DIRECTORS
1. Purpose of Plan: The purpose of this 1994 Non-Quali-
fied Stock Option Plan for Executive Officers and Directors
("Plan") is to aid Community Charter Corporation (the "Com-
pany") in securing and retaining qualified executive officers
and directors by making it possible to offer them an increased
incentive, in the form of a proprietary interest in the Com-
pany, to join or continue in the service of the Company and
increase their efforts for its welfare.
2. Granting of Options: The Company may from time to
time grant options to purchase shares of the Company's Common
Stock ("Shares") to executive officers (as defined in Securi-
ties and Exchange Commission Regulation D) of the Company or
members of the Company's Board of Directors ("Board"), as
authorized in each instance by the Board.
3. Maximum Number of Option Shares: The maximum number
of Shares which may be issued pursuant to the exercise of
options granted under this Plan is 95,000 Shares, the Company
shall at all time reserve a number of Shares for issuance here-
under equal to the number of Shares for which options are then
outstanding; such reserved shares may consist of previously-
unissued Shares or treasury Shares or any combination thereof.<PAGE>
Upon the expiration of any unexercised option, the Shares sub-
ject to issuance thereunder shall again become available for
option tinder this Plan.
4. Duration of Plan: No option may be granted under this
Plan before the date on which this Plan is adopted by the Board
or after December 31, 1999, but options theretofore granted may
extend beyond that date in accordance with their terms.
5. Rights of Option Holder: Each option holder
"Optionee") shall have only the rights granted in a written
Option Agreement delivered to the Optionee pursuant to the
granting of an option hereunder. No Optionee shall have any
rights of a stockholder as to Shares under option until such
Shares shall have been issued to him or her upon due exercise
of the option. The grant of an option shall not affect in any
way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure, or to merge or to consolidate, or to dis-
solve or liquidate, or to sell or transfer any or all of its
business or assets.
6. Terms of Options: The terms of each option granted
under the Plan shall be as determined from time to time by the
Board and embodied in a written Option Agreement between the
Company and the Optionee, consistent however, with the provi-
sions of this Plan, including the following:
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(i) The option price shall be as determined from time to
time by the Board. Payment in full in cash shall be
made for all Shares purchased, plus the amount of any
withholding taxes payable by the Company as a result
of the exercise.
(ii) The Board may in its discretion provide for delayed
vesting for any option, and/or may provide for any
option to vest in phases or be exercisable in
installments over such period of time as it shall
determine. In particular and without limitation, the
Board may in its discretion provide for immediate
vesting as to any option in the event of a change in
control of the Company, a sale of assets of the Com-
pany, a tender offer whether by the Company or any
third party, the dissolution of the Company, or a
merger or consolidation of the Company with or into
any other entity.
(iii) No option may be exercisable after ten (10) years
from the date it is granted, except as provided in
subparagraph 6(vi).
(iv) As a condition to the purchase of Shares pursuant
thereto, the Optionee shall represent to the Company
that he or she is acquiring the Shares for investment
-3-<PAGE>
and not with a view to the distribution thereof, and
the Share certificates shall bear appropriate
restrictive legends.
(v) The option shall not be transferable by the Optionee
otherwise than by will or the laws of descent and
distribution, and except as provided in subparagraph
6(vi) the option shall be exercisable only by the
Optionee and only during the period he or she is
serving either as an executive officer or as a direc-
tor of the Company. Notwithstanding the foregoing,
however, the option may be transferred between the
Optionee in his or her personal capacity and the
Optionee as trustee (the "Trustee," which term shall
include any successor trustees) of a trust (A) of
which the Optionee is both sole trustee and sole ben-
eficiary during his or her lifetime, and (B) all of
which is treated under subpart E of Part I of Sub-
chapter J of Chapter 1 of Subtitle A of the Internal
Revenue Code of 1986, as amended, as owned by the
Optionee.
(vi) In the event of the death of the Optionee or if the
Optionee no longer serves either as an executive
officer or as a director by reason of his or her dis-
ability or incapacity, the option may be exercised,
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but only if and to the extent it shall be exercisable
on the date of the Optionee's death or of such
termination of service, by the Optionee's personal
representative, or his or her conservator (if any) or
guardian (if any), respectively, for a period of 180
days following the date of the Optionee's death or of
such termination of employment.
(vii) Each option agreement shall contain such other provi-
sions and restrictions as the Board shall deem
advisable in the particular instance, including
without limitation such additional restrictions on
the transfer of Shares as the Board may deem
appropriate.
7. Share Adjustment: In the event of any reclassifica-
tion, split-up or combination of, or other change in, the Com-
pany's common stock, then the number or kind of Shares avail-
able for option under the Plan or subject to an option there-
under shall be correspondingly added to, increased, diminished
or changed, without increase or decrease in the aggregate pur-
chase price of all Shares subject to option before and after
such change.
8. Administration of Plan: (a) The Board shall have the
power to interpret the Plan, and to make rules for carrying it
out. It shall have no power (without the consent of the
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Optionee) to change the terms and conditions of any option
adversely to the Optionee, except to the extent, if any, pro-
vided in such option. The determination by the Company's Pres-
ident as to the employees eligible to receive options and the
determination of the option terms and the Optionees by the
Board shall be conclusive.
(b) The Board may extend, amend or terminate the Plan at
any time; however, no extension, amendment or termination shall
adversely affect the rights of an Optionee under any option
then in effect, except as the Company and the Optionee may
otherwise agree.
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