<PAGE> 1
Prospectus Filed Pursuant to Rule 424(b)(3)
Registration No. 333-37547
PROSPECTUS [LOGO]
- ----------
MERCANTILE BANCORPORATION INC.
COMMON STOCK
SHAREHOLDER INVESTMENT PLAN
---------------------------
Mercantile Bancorporation Inc. ("Mercantile") hereby offers shares of
its Common Stock, $0.01 par value (the "Mercantile Stock"), and attached
preferred share purchase rights (the "Rights" and, together with the
Mercantile Stock, the "Common Stock") through participation in its
Shareholder Investment Plan (the "Plan"). The Plan is designed to provide
investors with the opportunity to make purchases of Common Stock directly
from Mercantile and avoid brokerage fees and commissions. Under the Plan,
participants may (a) make initial investments in Common Stock, (b) make
additional cash purchases of Common Stock, including monthly purchases by
automatic deduction from a designated bank account, and (c) reinvest dividends
from Common Stock in additional shares of Common Stock. The Plan is also
designed to provide participants with a variety of services related to their
investment in Common Stock.
The Plan supersedes the Mercantile Bancorporation Inc. Dividend
Reinvestment Plan (the "Reinvestment Plan") in its entirety. Shareholders
who are currently participating in the Reinvestment Plan will be
automatically enrolled in the Plan.
Shares may be purchased pursuant to the Plan at prevailing market prices
from Mercantile's authorized but unissued or treasury shares or in the open
market.
This Prospectus relates to 2,000,000 shares of Common Stock to be
offered for purchase under the Plan. The shares offered hereby are listed on
the New York Stock Exchange (the "NYSE") and are traded under the ticker
symbol "MTL." On December 9, 1997, the closing price of Common Stock on
the NYSE Composite Tape was $58 1/16.
This Prospectus should be retained for future reference.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE COMMON STOCK OFFERED HEREBY IS NOT THE OBLIGATION OF OR GUARANTEED
OR ENDORSED BY ANY BANK. THE COMMON STOCK OF
<PAGE> 2
MERCANTILE DOES NOT CONSTITUTE A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. INVESTMENT IN
COMMON STOCK OF MERCANTILE, AS WITH ANY INVESTMENT IN COMMON STOCK, MAY INVOLVE
SOME INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF ALL OR A PORTION OF THE
INITIAL INVESTMENT.
The date of this Prospectus is December 17, 1997.
- -------------------------------------------------------------------------------
AVAILABLE INFORMATION
Mercantile is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files with the Securities and Exchange Commission (the
"Commission") reports, proxy statements and other information. Such reports,
proxy statements and other information filed with the Commission by
Mercantile can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's regional offices located at Suite 1300, Seven
World Trade Center, New York, New York 10048 and Suite 1400, Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661. The Commission maintains an
Internet site on the World Wide Web containing reports, proxy and information
statements and other information filed electronically by Mercantile with the
Commission. The address of the World Wide Web site maintained by the
Commission is http://www.sec.gov. The Common Stock is listed on the NYSE,
and such reports, proxy statements and other information concerning
Mercantile also are available for inspection and copying at the offices of
the NYSE, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by Mercantile with the Commission under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus does not contain all the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission, and reference is
hereby
2
<PAGE> 3
made to the Registration Statement and to the exhibits relating thereto for
further information with respect to Mercantile and the Common Stock. Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission, which may be inspected without charge at the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C
20549. Each such statement is qualified in its entirety by such reference.
Copies of the Registration Statement may be obtained from the Commission at the
same address upon payment of the prescribed fees.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
THIS PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS RELATING TO
MERCANTILE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH
DOCUMENTS, EXCLUDING EXHIBITS UNLESS SPECIFICALLY INCORPORATED THEREIN, ARE
AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED,
UPON WRITTEN OR ORAL REQUEST TO JON W. BILSTROM, GENERAL COUNSEL AND
SECRETARY, MERCANTILE BANCORPORATION INC., P.O. BOX 524, ST. LOUIS, MISSOURI
63166-0524, TELEPHONE (314) 425-2525.
The following documents filed with the Commission by Mercantile under
the Exchange Act are incorporated herein by reference:
(a) Mercantile's Annual Report on Form 10-K for the year ended
December 31, 1996, as amended by Form 10-K/A.
(b) Mercantile's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997, and September 30, 1997.
(c) Mercantile's Current Reports on Form 8-K dated April 25, 1997 (as
amended by Form 8-K/A dated May 22, 1997), May 13, 1997, July
1, 1997 and two dated September 25, 1997.
(d) The description of the Common Stock set forth in Item 1 of
Mercantile's Registration Statement on Form 8-A, dated March 5,
1993, and any amendment or report filed for the purpose of
updating such description.
(e) The description of the Rights set forth in Item 1 of Mercantile's
Registration Statement on Form 8-A, dated March 5, 1993, and
any amendment or report filed for the purpose of updating such
description.
3
<PAGE> 4
All documents filed by Mercantile pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference herein and made a part hereof from the date any such document is
filed. The information relating to Mercantile contained in this Prospectus
does not purport to be complete and should be read together with the
information in the documents incorporated by reference herein. Any statement
contained herein or in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes hereof to the extent that a
subsequent statement contained herein or in any other subsequently filed
document incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof. Any
statements contained in this Prospectus involving matters of opinion, whether
or not expressly so stated, are intended as such and not as representations
of fact.
As used herein, the terms "Prospectus" and "herein" mean this
Prospectus, including such documents incorporated or deemed to be
incorporated herein by reference, as the same may be amended, supplemented or
otherwise modified from time to time. Statements contained in this
Prospectus as to the contents of any contract or other document referred to
herein do not purport to be complete, and where reference is made to the
particular provisions of such contract or other document, such provisions are
qualified in all respect by reference to all of the provisions of such
contract or other document.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in the sections entitled "Mercantile
Bancorporation Inc." and certain statements incorporated by reference from
documents filed with the Commission by Mercantile are or may constitute
forward-looking statements (as such term is defined in the Private Securities
Litigation Reform Act of 1995). Because such statements are subject to risks
and uncertainties, actual results may differ materially from those expressed
or implied by such forward-looking statements.
4
<PAGE> 5
MERCANTILE BANCORPORATION INC.
Mercantile is a registered bank holding company headquartered in St.
Louis, Missouri and incorporated under the laws of the State of Missouri in
1970. At September 30, 1997, Mercantile, directly or through its subsidiaries,
owned all of the capital stock of Mercantile Bank National Association, based
in St. Louis, Missouri ("Mercantile Bank"), and 23 other commercial banks and
one federally chartered thrift, all of which operate from 583 banking offices
and 535 Fingertip Banking automated teller machines located throughout
Missouri, Illinois, Iowa, Arkansas and eastern Kansas (collectively, the
"Banking Subsidiaries"). As of September 30, 1997, Mercantile had total assets
of $30.0 billion, total deposits of $22.1 billion, total loans of $19.1 billion
and shareholders' equity of $2.4 billion.
Mercantile's services concentrate in three major lines of business --
consumer, corporate, and trust and investment advisory services. Mercantile
also operates non-banking subsidiaries that provide related financial
services, including investment management, brokerage services and asset-based
lending. As a bank holding company, Mercantile is subject to regulation
under the Bank Holding Company Act of 1956, as amended, and its examination
and reporting requirements.
Mercantile and its subsidiaries are subject to supervision and
examination by applicable federal and state banking agencies. The earnings
of Mercantile's subsidiaries, and therefore the earnings of Mercantile, are
affected by general economic conditions, management policies and the
legislative and governmental actions of various regulatory authorities,
including the Board of Governors of the Federal Reserve System, the Office of
Thrift Supervision, the Federal Deposit Insurance Corporation, the Office of
the Comptroller of the Currency and various state financial institution
regulatory agencies. In addition, there are numerous governmental
requirements and regulations that affect the activities of Mercantile and its
subsidiaries.
The principal executive offices of Mercantile are located at One
Mercantile Center, P.O. Box 524, St. Louis, Missouri 63166-0524 (telephone
number (314) 425-2525).
5
<PAGE> 6
DESCRIPTION OF THE PLAN
The Plan permits participants to invest funds to purchase shares of
Common Stock at prevailing market prices, less a $3.00 fee per transaction and
a processing charge of $.05 per share for each share of Common Stock purchased
in the open market. These fees may be subject to annual adjustment. Shares
of Common Stock may be purchased on the open market or may be purchased
directly from Mercantile from authorized but unissued or treasury shares.
PURPOSE
The purpose of the Plan is to provide new investors with a convenient
means to make an initial investment in Mercantile Common Stock and to allow
existing holders of Mercantile Common Stock an economical way to purchase
additional shares of Common Stock. The dividends on shares of Common Stock
registered in the name of the participant can be received by check or
reinvested in additional shares of Mercantile Common Stock.
TERMS OF THE PLAN
* Persons not presently owning shares of Common Stock may become
participants by making an initial cash investment of at least $500
but not more than $10,000 to purchase shares under the Plan. If a
participant elects to make additional optional cash investments of at
least $100 per investment through automatic monthly deduction from a
designated bank account, the initial cash investment of $500 will be
waived.
* All participants may invest additional funds in Common Stock through
optional cash payments of at least $100 per investment but not more
than $10,000 per month. Optional investments may be made by check,
money order or automatic deduction from a designated bank account.
Optional investments may be made occasionally or at regular
intervals, as the participant desires. If a participant elects to
make optional cash investments through automatic monthly deduction
from a designated bank account, the minimum optional investment is
reduced from $100 to $50 per investment.
6
<PAGE> 7
* Participants making an initial investment or optional investment under
the Plan pay a $3.00 fee per transaction, plus a processing charge
of $.05 for each share of Common Stock purchased on the open market.
These fees may be subject to annual adjustment. If a participant
elects to make optional cash investments through automatic monthly
deduction from a designated bank account, the transaction fee is
reduced from $3.00 to $1.50 (plus the processing charge of $.05 for
each share of Common Stock purchased on the open market).
* Existing holders of Common Stock may automatically reinvest all or a
portion of their dividends paid on shares registered in their name in
Common Stock. No transaction fees or processing charges apply to these
purchases of Common Stock.
* Funds invested in the Plan are fully invested through the purchase of
whole and fractional shares, and proportionate dividends on fractions
of shares are used to purchase additional shares.
* The Plan offers a share safekeeping service whereby participants may
deposit their Common Stock certificates with the Administrator (as
hereinafter defined) and have their ownership of such Common Stock
maintained on the Administrator's records as part of their Plan
account.
* Participants may make transfers or gifts of Common Stock for a set-up
fee of $5.00. When a participant transfers or gives shares to another
person, an account will be opened for the recipient and he or she will
enjoy full Plan benefits. The participant can also request a special
gift certificate be mailed to the recipient.
* Quarterly statements are mailed to each participant who reinvests
dividends listing all transactions in the participant's account.
Purchases with automatic deductions and optional cash payments will
be acknowledged.
* Participants may sell all or a portion of their shares of Common Stock
held in a Plan account for a $10.00 fee per transaction, plus a
processing charge of $.05 for each share of Common Stock sold on the
open market. These fees may be subject to annual adjustment.
7
<PAGE> 8
CONSIDERATIONS PRIOR TO PARTICIPATION
Prior to participating in the Plan, new investors should consider
the following:
* Participants making an initial investment or optional investment under
the Plan pay a $3.00 fee per transaction (or $1.50 in the case of an
automatic monthly deduction), plus a processing charge of $.05 for
each share of Common Stock purchased on the open market. Participants
selling shares of their Common Stock under the Plan pay a $10.00
fee per transaction, plus a processing charge of $.05 for each share
of Common Stock sold on the open market. These fees may be subject to
annual adjustment and, in certain instances, may be higher than fees
or commissions charged if the same transaction were effected outside
of the Plan through a full service or discount securities broker.
Mercantile expects that generally all Plan purchases and sales will
be effected in open market transactions.
* Because the prices at which Plan shares are purchased in the open
market are averaged, participants may lose certain advantages
otherwise available from being able to select the timing of their
investment. For example, because the price charged to participants for
shares purchased in the open market or in negotiated transactions is
the average price paid by the Administrator for all shares purchased
in the open market and in negotiated transactions for a particular
Investment Date, participants may pay a higher price for shares
purchased under the Plan than for shares that could be purchased
outside of the Plan on the same date. No interest is paid on initial
or optional cash investments pending their investment in Common
Stock.
8
<PAGE> 9
ADMINISTRATION
Harris Trust and Savings Bank (the "Administrator") will administer the
Plan, purchase and hold shares of Common Stock acquired under the Plan, keep
records, send statements of account activity to participants and perform
other duties related to the Plan. Participants may contact the Administrator
by writing to:
MERCANTILE BANCORPORATION INC.
SHAREHOLDER INVESTMENT PLAN
c/o Harris Trust and Savings Bank, Second Floor
311 W. Monroe Street
P.O. Box A-3309
Chicago, IL 60690-3309
or by telephoning the Shareholder Customer Service Helpline as follows:
Automated Shareholder Customer Service: (800) 720-0417
Available 24 hours a day, seven days a week.
Customer Service Representatives: (800) 720-0417
Available 8:30 a.m. - 5:00 p.m., Central time, each business day.
Non-Shareholders requesting Plan material: (800) 286-9178
Available 24 hours a day, seven days a week.
The Administrator may also be contacted at the Internet address:
www.harrisbank.com or the E-Mail address: [email protected].
ELIGIBILITY
Any person or entity, whether or not a holder of record of shares of
Common Stock, is eligible to participate in the Plan, provided that (i) such
person or entity fulfills the prerequisites for participation described below
under the "Enrollment Procedures," and (ii) in the case of citizens or
residents of a country other than the United States, its territories and
possessions, participation would not violate local laws applicable to
Mercantile or the participant.
9
<PAGE> 10
ENROLLMENT PROCEDURES
After being furnished with a copy of this Prospectus, eligible
applicants may join the Plan by completing and signing an Investment Form and
returning it to the Administrator. Current registered shareholders must sign
their names on the Investment Form exactly as they appear on the certificates
representing their shares of Common Stock. In order to enroll in the Plan,
non-shareholders must include a minimum initial investment of at least $500
with their completed Investment Form. The initial cash investment is waived for
non-shareholders who elect to make additional optional investments of at least
$100 per investment by means of automatic monthly deduction from a designated
bank account (See "Initial Investments and Optional Cash Investments" below).
Beneficial owners of Common Stock registered in the "street" name (for
example, in the name of a bank, broker or trustee) may participate in the
Plan by transferring some or all of their shares of Common Stock to the
Administrator for their accounts (See "Transfer of Shares From a Broker"
below).
Investment Forms will be processed as promptly as practicable.
Participation in the Plan will begin after the properly completed Investment
Form has been reviewed and accepted by the Administrator.
Shareholders who are currently participating in the Reinvestment Plan will
automatically be enrolled in the Plan, but may terminate their participation
in the Plan at any time by sending written instructions to the Administrator
(See "Closing a Plan Account" below).
INITIAL INVESTMENT AND OPTIONAL CASH INVESTMENTS
For those who do not already own Common Stock, an initial investment of
at least $500, but not more than $10,000, in the form of a personal check or
money order must be included with the completed Investment Form and returned
to the Administrator. If optional cash investments of at least $100 per
investment through automatic monthly deduction from a designated bank account
are elected, the initial $500 investment is waived. For those who already
own Common Stock but are not currently participating in the Reinvestment
Plan, a completed
10
<PAGE> 11
Investment Form must be returned to the Administrator. If the Common Stock is
held in "street name" through a broker or other agent, a properly completed
Broker Transfer Form must be returned to the Administrator along with the
Investment Form. Those who participate in the Reinvestment Plan will be
automatically enrolled in the Plan.
Following an initial investment of at least $500 (or the waiver thereof),
participants may make optional cash investments by personal check, money order
or automatic monthly deduction from a designated bank account. Optional cash
investments must be at least $100 per investment if made by personal check or
money order and at least $50 per investment if made by automatic monthly
deduction and may not exceed $10,000 per month. There is no obligation to make
an optional cash investment at any time, and the amount of such investments may
vary.
Optional cash investments and initial cash investments payable by check
or money order must be received by the Administrator at least five business
days prior to an Investment Date (as hereinafter defined) to be invested on
that Investment Date. Otherwise, the optional cash investment or initial
investment will be held by the Administrator and invested on the next
Investment Date. An optional cash investment or initial investment payable
by check or money order not already invested under the Plan will be canceled
and returned to the participant upon a participant's telephone or written
request received by the Administrator no later than two business days prior
to the applicable Investment Date. However, no refund of a check or money
order will be made until the funds have been actually received by the
Administrator. Accordingly, such refunds may be delayed several weeks from
the original date of the request.
Optional cash investments payable by automatic monthly deduction from a
designated bank account will be drawn on the 20th of each month, or the next
business day if the 20th falls on a weekend or holiday, and will be invested in
Common Stock on the next Investment Date (See "Methods of Investment -
Automatic Investment From a Bank Account," below).
NO INTEREST WILL BE PAID ON AMOUNTS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT. All optional cash investments and initial investments are subject
to collection by the Administrator of full face value in U.S. funds.
11
<PAGE> 12
INVESTMENT DATES
Purchases under the Plan are made commencing Thursday of each week or,
if Thursday is not a day on which the NYSE is open for business, the next day
on which it is so open (each, an "Investment Date").
METHODS OF INVESTMENT
INVESTMENT BY CHECK OR MONEY ORDER
Optional cash investments of a specified amount (not less than $100 per
investment nor more than $10,000 per month) and initial investments of a
specified amount (not less than $500) may be made by check or money order
payable in U.S. dollars to "Mercantile Bancorporation Inc." Participants
making initial or optional cash investments pay a $3.00 fee per transaction,
plus a processing charge of $.05 per share for each share of Common Stock
purchased on the open market. Optional cash investments should be sent to the
Administrator together with the Investment Form attached to each quarterly
account statement sent to participants. Additional Investment Forms are
available upon request from the Administrator. The optional cash investment
must be received at least five business days prior to an Investment Date to be
invested on that Investment Date.
AUTOMATIC INVESTMENT FROM A BANK ACCOUNT
Participants may make automatic monthly investments of a specified
amount (not less than $50 per investment nor more than $10,000 per month)
through an Automated Clearing House ("ACH") deduction from a designated U.S.
bank account. Participants making automatic monthly investments pay a $1.50 fee
per transaction, plus a processing charge of $.05 for each share of Common
Stock purchased on the open market. These fees may be subject to annual
adjustment. The initial cash investment of $500 is waived for all participants
electing automatic monthly investments of at least $100 per investment.
To initiate automatic monthly deductions, the participant must complete
and sign an Investment Form for Automatic Monthly
12
<PAGE> 13
Deductions (an "Automatic Monthly Deduction Form") on the reverse side of the
Investment Form and return it to the Administrator together with a voided blank
check or savings account deposit slip for the account from which funds are to
be drawn. Forms will be processed and will become effective as promptly as
practicable; however, the participant should allow four to six weeks for his or
her first investment by automatic deduction to be initiated.
Once automatic monthly deductions are initiated, funds will be drawn
from the participant's designated bank account on the 20th of each month
or the next business day if the 20th falls on a weekend or holiday, and will be
invested in Common Stock on the next Investment Date.
Participants may change or terminate automatic monthly deductions by
completing and submitting to the Administrator a new Automatic Monthly
Deduction Form. To be effective with respect to a particular Investment
Date, however, the new Automatic Monthly Deduction Form must be received by
the Administrator at least four business days preceding the ACH deduction
date for such Investment Date.
DIVIDENDS
Participants may elect full reinvestment of dividends, partial cash
payment and partial reinvestment of dividends or full payment of dividends on
shares registered in their name and shares held in the Plan. No transaction
fees or processing charges will apply to purchases of Common Stock made in
connection with the reinvestment of dividends.
Participants may elect reinvestment of dividends on Common Stock
registered in their names and the Common Stock held in their Plan accounts by
designating their election on the Investment Form.
Participants may elect partial reinvestment of dividends on shares held
in their name and shares held in the Plan. If the participant chooses
partial reinvestment, the participant needs to designate on the Investment
Form the number of whole shares on which dividends will be reinvested. Cash
dividends will be paid on all other shares registered in the participant's
name.
Once a participant elects reinvestment, dividends paid on Common Stock
registered in the participant's name and/or held in the
13
<PAGE> 14
participant's Plan account will be reinvested in additional shares of Common
Stock. If the participant has specified partial reinvestment, that portion of
such dividend payment not being reinvested will be sent to the participant by
check in the usual manner or by direct deposit, if the participant has elected
the direct deposit option (See "Direct Deposit of Dividends" below).
Reinvestment levels may be changed from time to time as a participant
desires by submitting a new election to the Administrator. To be effective
with respect to a particular Common Stock dividend, any such change must be
received by the Administrator on or before the record date for such dividend.
The record date is usually about 20 days prior to the payment date of the
dividend. The Company has historically paid dividends on Common Stock on the
first business day of January, April, July and October.
DIRECT DEPOSIT OF DIVIDENDS
Through the Plan's direct deposit feature, participants may elect to
have any dividends not being reinvested under the Plan paid by electronic funds
transfer to the participant's designated bank account. To receive such
dividends by direct deposit, participants must first complete and sign the
Direct Deposit Investment Form and return the form to the Administrator. Direct
Deposit Investment Forms are available upon request from the Administrator.
Forms will be processed and will become effective as promptly as
practicable. Participants may change the designated account for direct
deposit or discontinue this feature by written instruction to the
Administrator.
SOURCE AND PRICE OF SHARES
Mercantile reserves the right to purchase shares for the Plan on the
open market or from Mercantile's authorized but unissued or treasury shares
of Common Stock. In the event of an open market purchase, the purchase price
for the Common Stock will be the average price paid by the Administrator for
all such shares purchased on the open market for a particular Investment
Date. The purchase price
14
<PAGE> 15
for shares purchased from Mercantile's authorized but unissued or treasury
shares of Common Stock will be the closing price of the Common Stock on the
Investment Date, as reported in The Wall Street Journal the following business
day. All fractional shares are rounded to at least three decimal places and are
credited to the participant's account in the same manner as whole shares.
GIFT/TRANSFER OF SHARES WITHIN THE PLAN
If a participant wishes to transfer the ownership of all or part of the
participant's shares held under the Plan to a Plan account for another
person, whether by gift, private sale or otherwise, the participant may
effect such transfer by mailing a properly completed Transfer Form, along
with an executed stock power, to the Administrator. Participants making
transfers or gifts of Common Stock will be assessed a set-up fee of $5.00,
which fee may be subject to annual adjustment. Transfers of less than all of
the participant's shares must be made in whole share amounts. No fraction of a
share may be transferred unless the participant's entire account is
transferred. Requests for transfer are subject to the same requirements as for
the transfer of Common Stock certificates, including the requirement of a
medallion stamp guarantee on the stock power. Transfer Forms and Stock Power
Forms are available upon request from the Administrator.
Shares so transferred will continue to be held by the Administrator
under the Plan. An account will be opened in the name of the transferee, if
he or she is not already a participant, and such transferee will
automatically be enrolled in the Plan. If the transferee is not already a
Plan participant, the donor may make a dividend reinvestment election for the
transferee at the time of the gift. The transferee may change the
reinvestment level after the gift has been made as described under "Methods
Of Investment - Dividends" above.
The transferee will receive a statement showing the number of shares
transferred to and held in the transferee's Plan account. Also, if requested
by the participant, a gift certificate acknowledging the transfer of shares
will be made available free of charge.
15
<PAGE> 16
TRANSFER OF SHARES FROM A BROKER
Owners of Common Stock may wish to transfer to their Plan accounts
shares owned by them but held in "street name" through a broker or other
agent. To do so, participants must complete a Broker Transfer Form and
return it to the Administrator. The Administrator, upon receipt of a
properly completed Broker Transfer Form, will contact the broker holding the
shares of Common Stock and will arrange to transfer those shares specified by
the participant into the name of the Administrator or its nominee for credit
to the participant's account under the Plan. Broker Transfer Forms are
available upon request from the Administrator.
Shareholders wishing to enroll in the Plan using shares transferred from
a broker must include a properly completed Broker Transfer Form with the
Investment Form and return both to the Administrator. Participation in the
Plan will commence when shares of Common Stock are received by the
Administrator from the transferring broker.
CERTIFICATES FOR SHARES
Shares purchased and held under the Plan will be held in safekeeping by
the Administrator in its name or the name of its nominee. The number of
shares (including fractional interests) held for each participant will be
shown on each account statement. Participants may obtain a certificate for
all or some of the whole shares of Common Stock held in their Plan accounts
by completing the information on the top portion of the reverse side of their
account statement or upon telephone or written request to the Administrator.
Any remaining whole or fractional shares will continue to be held by the
Administrator. Withdrawal of shares in the form of a certificate in no way
affects dividend reinvestment (See "Methods Of Investment - Dividends"
above).
Except as described in "Gift/Transfer Of Shares Within The Plan," shares
of stock held by the Administrator for a participant's Plan account may not
be pledged or assigned. A participant who wishes to pledge or assign any
such shares must request that a certificate for such shares be issued in the
participant's name.
16
<PAGE> 17
REPORTS TO PARTICIPANTS
Each participant who reinvests dividends will receive a quarterly
statement showing the amount of the latest dividend reinvested, the purchase
price per share, the number of shares purchased and the total shares
accumulated under the Plan. The quarterly statement also will show all
year-to-date activity, including purchases, sales, and certificate deposits,
withdrawals and transfers, and will consolidate all shares held by the
Administrator for the participant and other shares registered in the
participant's name on which dividends are reinvested. EACH PARTICIPANT IS
RESPONSIBLE FOR RETAINING THESE STATEMENTS IN ORDER TO ESTABLISH THE COST
BASIS OF SHARES PURCHASED UNDER THE PLAN FOR TAX PURPOSES. Current duplicate
statements will be available from the Administrator. A fee may be charged by
the Administrator for duplicate statements, if available.
The Administrator will also send each participant a transaction advice
after each cash investment, certificate deposit, withdrawal or transfer and
sale of shares.
Each participant will receive the same communications sent to all other
holders of shares of Common Stock, including Mercantile's annual report to
shareholders, a notice of the annual meeting and the accompanying proxy
statement. In addition, each participant will receive an Internal Revenue
Service information return for reporting dividend income received if so
required.
All notices, statements and reports from the Administrator to a
participant will be addressed to the participant at his or her latest address
of record with the Administrator. It is a participant's responsibility to
notify the Administrator of any change of address; therefore, participants
should promptly notify the Administrator of any change of address.
SHARE SAFEKEEPING
At the time of enrollment in the Plan, or at any later time,
participants may use the Plan's share safekeeping service to deposit any
Common Stock certificates in their possession with the Administrator. Shares
deposited will be transferred into the name of the Administrator or its
nominee and credited to the participant's account
17
<PAGE> 18
under the Plan. Thereafter, such shares will be treated in the same manner as
shares purchased through the Plan.
By using the Plan's share safekeeping service, participants no longer
bear the risk associated with loss, theft or destruction of stock
certificates. Also, because shares deposited with the Administrator are
treated in the same manner as shares purchased through the Plan, they may be
transferred or sold through the Plan in a convenient and efficient manner
(See "Closing a Plan Account" and "Sale of Shares" below and "Gift/Transfer
of Shares Within the Plan" above).
Participants who wish to deposit their Common Stock certificates with
the Administrator must mail their request and their certificates to the
Administrator. The certificates should not be endorsed. It is recommended
that when mailing certificates to the Administrator, the participant should
use registered, insured mail.
SALE OF SHARES
Participants may request the Administrator to sell any number of whole
shares of Common Stock held in their Plan accounts by completing the
information on the transaction form at the bottom of their statement or
transaction advice or by giving written instructions to the Administrator.
Sales are made within five business days after receipt of sales instructions.
The participant will receive the proceeds, less a transaction fee and
applicable processing charges, if any. Proceeds of shares sold through the Plan
will be paid to the participant by check. A request to sell ALL shares held in
a participant's account will be treated as a withdrawal from the Plan.
Sales will be made for the participant's account on the open market
through a securities broker designated by the Administrator. The
Administrator may commingle each participant's shares with those of other
participants for the purpose of executing sales resulting in a net sale of
shares. The sale price for shares sold for a participant will be credited at
the average price per share of all shares sold, with respect to that sale
date. Participants selling shares of Common Stock under the Plan pay a $10.00
fee per transaction, plus a processing charge of $.05 for each share of Common
Stock sold on the open market. Such fees may be subject to annual adjustment.
18
<PAGE> 19
CLOSING A PLAN ACCOUNT
A participant may close an account in the Plan at any time by completing
the information on the transaction form on the top of their statement or by
sending written instructions to the Administrator. Upon withdrawal from the
Plan, a certificate for the whole shares held in the Plan for the participant
will be issued. Alternatively, a participant may specify in the withdrawal
notice that all or a portion of whole shares be sold. The Administrator will
make the sale as soon as practicable after receipt of the withdrawal notice,
and the participant will receive a check for the proceeds, less any
applicable cost.
Participants closing a Plan account will receive a check for the cash
value of any fractional shares, less any applicable processing and
transaction fees. Fractions of shares will be valued at the pro rata price
as whole shares sold for a participant pursuant to the withdrawal notice or,
if no shares were sold, at the pro rata price that would have been received
if shares had been sold pursuant to the withdrawal notice.
No optional cash investments may be made after participation in the Plan
has been terminated. In order to initiate participation, the former
participant must re-enroll (See "Initial Investments and Optional Cash
Investments").
TAX CONSEQUENCES
The following is an accurate summary of the tax consequences of
participation in the Plan as of the date of this Prospectus. This summary may
not reflect every possible situation that could result from participation in
the Plan, and, therefore, participants in the Plan are advised to consult their
own tax advisor with respect to the tax consequences (including federal, state,
local and other tax laws and U.S. tax withholding laws) applicable to their
particular situations.
In general, the amount of dividends paid by Mercantile is considered
taxable income even though reinvested under the Plan. The cost basis for
federal income tax purposes of any shares acquired through the Plan generally
will be the purchase price applicable to such shares as described in the
section entitled "Source and Price of Shares." In connection with market
purchases, brokerage commissions paid by
19
<PAGE> 20
Mercantile on a participant's behalf are to be treated as distributions subject
to income tax in the same manner as dividends. The amounts paid for brokerage
commissions are, however, included in the cost basis of shares purchased. The
information return sent to participants and the IRS at year-end, if so
required, will show such amounts paid on behalf of the participant.
The above rules may not be applicable to certain participants in the
Plan, such as tax-exempt entities and foreign shareholders. These particular
participants should consult their own tax advisors concerning the tax
consequences applicable to their situations.
In the case of participants in the Plan whose dividends are subject to
U.S. backup withholding, the Administrator will reinvest dividends less the
amount of tax required to be withheld.
In the case of foreign shareholders whose dividends are subject to U.S.
federal tax withholding, the Administrator will reinvest dividends less the
amount of tax required to be withheld. The filing of any documentation
required to obtain a reduction in U.S. withholding tax will be the
responsibility of the participant.
OTHER INFORMATION
STOCK SPLIT, STOCK DIVIDEND OR RIGHTS OFFERING
Any dividends in Common Stock or split shares distributed by Mercantile
on shares held by the Administrator for a participant's Plan account will be
added to the participant's account. Stock dividends or split shares issued
in certificated form and distributed on shares registered in a participant's
name will be mailed directly to the participant in the same manner as to
shareholders who are not participating in the Plan.
In the event of a rights offering, the participant will receive rights
based upon the total number of whole shares owned, that is, the total number
of shares registered in the participant's name and the total number of whole
shares held in the participant's Plan account.
20
<PAGE> 21
VOTING OF PLAN SHARES
Shares held in a Plan account may be voted in person or by the proxy
sent to the participant.
LIMITATION OF LIABILITY
Neither Mercantile nor the Administrator (nor any of their respective
agents, representatives, employees, officers, directors or subcontractors)
will be liable in administering the Plan for any act done in good faith or
for any good faith omission to act, including, without limitation, any claim
of liability arising from failure to terminate a participant's account upon
such a participant's death or with respect to the prices or times at which
shares are purchased or sold for participants.
CHANGE OR TERMINATION OF THE PLAN
Mercantile may suspend, modify or terminate the Plan at any time in
whole, in part or with respect to participants in one or more jurisdictions.
Notice of such suspension, modification or termination will be sent to all
affected participants. No such event will affect any shares then credited to
a participant's account. Upon any whole or partial termination of the Plan
by Mercantile, certificates for whole shares credited to an affected
participant's account under the Plan will be issued to the participant and a
cash payment will be made for any fraction of a share. Fractions of shares
will be valued pro rata at the then current market price, less transaction
fees and processing charges.
TERMINATION OF A PARTICIPANT'S ACCOUNT
If a participant does not own at least one whole share, registered in
the participant's name or held through the Plan, the participant's account in
the Plan may be closed. Mercantile may also terminate participation in the
Plan upon prior written notice to the participant at the address appearing on
the Administrator's records. A participant whose account in the Plan has
been closed by Mercantile will receive a certificate for the whole shares
held in the participant's account and a check for the cash value of any
fractional share held in the Plan accounts. Fractions of shares will be
valued pro rata at the then current market price, less transaction fees and
processing charges.
21
<PAGE> 22
USE OF PROCEEDS
With respect to purchases of Common Stock from Mercantile's authorized
but unissued or treasury shares, Mercantile intends to use the net proceeds
from the sale of Common Stock for general corporate purposes, including,
without limitation, the reduction of indebtedness, investments in and
advances to subsidiaries and possible future acquisitions of bank and non-bank
subsidiaries. Pending such application, the net proceeds will be invested in
short-term investment grade obligations. Mercantile will receive no proceeds
from purchases of Common Stock made in the open market.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common Stock
offered hereby will be passed upon for Mercantile by Thompson Coburn, St.
Louis, Missouri.
EXPERTS
The consolidated financial statements of Mercantile as of December 31,
1996, 1995 and 1994, and for each of the years in the three-year period ended
December 31, 1996, incorporated by reference in Mercantile's Annual Report on
Form 10-K for the year ended December 31, 1996, the supplemental consolidated
financial statements of Mercantile as of December 31, 1996, 1995 and 1994,
and for each of the years in the three-year period ended December 31, 1996,
contained in Mercantile's Current Report on Form 8-K dated May 13, 1997, and
the consolidated financial statements of Roosevelt as of December 31, 1996
and 1995, and for each of the years in the three-year period ended December
31, 1996, incorporated by reference in Mercantile's Current Report on Form
8-K, dated July 1, 1997, have been incorporated by reference herein in reliance
upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
22
<PAGE> 23
================================================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY MERCANTILE BANCORPORATION INC. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THESE
SECURITIES IN ANY JURISDICTION OR UNDER ANY CIRCUMSTANCE IN WHICH SUCH OFFER
OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE FINANCIAL
CONDITION OR AFFAIRS OF MERCANTILE BANCORPORATION INC. SINCE THE DATE OF THIS
PROSPECTUS.
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
Available Information 2
Incorporation of Certain Information by Reference 3
Cautionary Statement Regarding Forward-Looking Statements 4
Mercantile Bancorporation Inc. 5
Description of The Plan 6
Purpose 6
Terms of The Plan 6
Consideration Prior to Participation 8
Administration 9
Eligibility 9
Enrollment Procedures 10
Initial Investment and Optional Cash Investments 10
Investment Dates 12
Methods of Investment 12
Direct Deposit of Dividends 14
Source and Price of Shares 14
Gift/Transfer of Shares Within The Plan 15
Transfer of Shares from a Broker 16
Certificates for Shares 16
Reports to Participants 17
Share Safekeeping 17
Sale of Shares 18
Closing a Plan Account 19
Tax Consequences 19
Other Information 20
Use of Proceeds 22
Legal Matters 22
Experts 22
</TABLE>
================================================================================
================================================================================
[MERCANTILE BANCORPORATION INC.
LOGO]
MERCANTILE BANCORPORATION INC.
COMMON STOCK
SHAREHOLDER INVESTMENT PLAN
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
December 17, 1997
================================================================================
