As filed with the Securities and Exchange Commission on May 22, 1997
Registration No. 333-23607-01
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)
Mark Twain Bancshares, Inc. 1992 Stock Option Plan,
as amended February 28, 1995
Mark Twain Bancshares, Inc. 1995 Stock Option Plan,
as amended January 12, 1996
(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
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered Registered(2) Price Per Share Offering Price Fee
------------- ------------- ---------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 1,039,687 (3) (3) (3)
$0.01 par shares
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.
(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 (333-23607) on March 20, 1997.
</TABLE>
* 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. 333-23607) (the "Form S-4") by filing
this Post-Effective Amendment No. 1 on Form S-8 ("Amendment No.
1") with respect to up to 1,039,687 shares of the Registrant's
Common Stock, par value $0.01 per share ("Company Common
Stock"), issuable in connection with the following plans of
Mark Twain Bancshares, Inc. ("Mark Twain"):
(a) Mark Twain Bancshares, Inc. 1992 Stock Option Plan,
as amended February 28, 1995; and
(b) Mark Twain Bancshares, Inc. 1995 Stock Option Plan,
as amended January 12, 1996 (collectively, the
"Plans").
All such shares of Company Common Stock were previously in-
cluded in the Form S-4.
On April 25, 1997, Mark Twain Bancshares, Inc., a
Missouri corporation ("Bancshares"), 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 Reorganization, dated October 27,
1996, as amended, by and between the Registrant, Merger Sub and
Bancshares (the "Merger Agreement"). As a result of the
Merger, each outstanding share of Bancshares Common Stock, par
value $1.25 per share ("Bancshares Common Stock"), with certain
specified exceptions, was converted into shares of Company Com-
mon Stock pursuant to the exchange ratio (the "Exchange Ratio")
set forth in the Merger Agreement. Also as a result of the
Merger, shares of Bancshares Common Stock are no longer issu-
able upon the exercise of options to purchase Bancshares Common
Stock ("Bancshares Options") pursuant to the Plans. Instead,
participants in the Plans will receive in lieu of Bancshares
Common Stock that number of shares of Company Common Stock
equal to the number of shares of Bancshares Common Stock issu-
able immediately prior to the effective time of the Merger upon
exercise of a Bancshares Option multiplied by the Exchange Ra-
tio, with an exercise price for such option equal to the exer-
cise price which existed under the corresponding Bancshares
Option divided by the Exchange Ratio and rounded down to the
nearest cent.<PAGE>
The designation of Amendment No. 1 as Registration
No. 333-23607-01 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 April 25 and May 13, 1997;
(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 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 May 20, 1997, beneficially owned 66,876 shares of Company
Common Stock, which number includes shares subject to options
held by Mr. Bilstrom which are currently exercisable or which
become exercisable within 60 days of May 20, 1997.
-2-<PAGE>
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
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
-3-<PAGE>
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' liability 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)
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
-4-<PAGE>
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
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.
-5-<PAGE>
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 20th day of May, 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 20th day of
May, 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
-6-<PAGE>
Signature Title
--------- -----
* Director
Harry M. Cornell, Jr.
* Director
William A. Hall
* Director
Thomas A. Hays
* Director
Frank Lyon, Jr.
* Director
Edward A. Mueller
* 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
-7-<PAGE>
*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.
-8-<PAGE>
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. 333-23607 on
Form S-4 dated March 19, 1997)
99.1 Mark Twain Bancshares, Inc. 1992 Stock Option Plan,
as amended February 28, 1995, filed as Exhibit 10.2
to Mark Twain Bancshares, Inc.'s Annual Report No. 0-
045043 on Form 10-K for the fiscal year ended
December 31, 1995, is incorporated herein by
reference
99.2 Mark Twain Bancshares, Inc. 1995 Stock Option Plan,
as amended January 12, 1996, filed as Exhibit 10.3 to
Mark Twain Bancshares, Inc.'s Annual Report No. 0-
045043 on Form 10-K for the fiscal year ended
December 31, 1995, is incorporated herein by
reference
_____________________
*Filed herewith. All other exhibits were previously filed.
-9-
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.
333-23607-01.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
May 20, 1997
