SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Date of Report (Date of earliest event reported): July 1, 1997
MERCANTILE BANCORPORATION INC.
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(Exact name of registrant as specified in its charter)
Missouri 1-11792 43-0951744
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
P.O. Box 524, St. Louis, Missouri 63166-0524
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(Address of principal executive offices) (Zip Code)
(314) 425-2525
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(Registrant's telephone number, including area code) <PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
At its annual meeting of shareholders held on June 20,
1997, the shareholders of Roosevelt Financial Group, Inc. ("RFG")
voted upon and approved and adopted an Agreement and Plan of Reor-
ganization, dated December 22, 1996, between Mercantile Bancorpo-
ration Inc. ("MBI") and RFG (the "Merger Agreement"). Pursuant to
the Merger Agreement, RFG was merged (the "Merger") with and into
Ameribanc Inc., a wholly owned subsidiary of MBI ("Merger Sub").
Pursuant to the Merger Agreement, each share of common stock, par
value $0.01 per share, of RFG ("RFG Common Stock"), other than
shares held by RFG, MBI or any of their respective wholly owned
subsidiaries, in each case other than in a fiduciary capacity or
as a result of debts previously contracted, all of which were can-
celled in the Merger, and other than shares held by shareholders
of RFG who exercised their dissenters' rights under the Delaware
General Corporation Law, was converted into the right to receive
either $22 in cash or 0.4211 shares of common stock, par value
$0.01 per share, of MBI ("MBI Common Stock"), subject to the elec-
tion and allocation procedures set forth in the Merger Agreement,
with cash distributed in lieu of fractional shares. An aggregate
of 13,042,110 shares of MBI Common Stock will be issued in the
Merger to former shareholders of RFG, inclusive of shares issuable
upon exercise of options to purchase shares of MBI Common Stock
into which outstanding options to purchase RFG Common Stock were
converted in the Merger. Due to an oversubscription for the
available shares of MBI Common Stock and as a result of the al-
location process set forth in the Merger Agreement RFG sharehold-
ers who made a valid stock election will receive approximately 68%
stock and 32% cash, which is equivalent to a distribution of .2852
shares of MBI Common Stock and $7.10 in cash for each share of RFG
Common Stock held. A copy of the press release issued by MBI an-
nouncing the closing of the Merger is attached hereto as Exhibit
99.1.
MBI's Registration Statement on Form S-4 (File No. 333-
27431)(the "Registration Statement"), which was declared effective
by the Securities and Exchange Commission on May 21, 1997, sets
forth certain information regarding the Merger, MBI and RFG,
including, without limitation, the effective time and manner of
the Merger, a description of the assets involved, the nature and
amount of consideration paid by MBI therefor, the method used for
determining the amount of such consideration, the nature of any
material relationships between RFG and MBI or any of its
affiliates, any officer or director of MBI, or any associate of
any such officer or director, the nature of RFG's business and
MBI's intended use of the assets acquired in the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired<PAGE>
The following financial statements of RFG and its
subsidiaries are incorporated herein by reference
to RFG's Annual Report on Form 10-K for the Fiscal
Year Ended December 31, 1996:
Independent Auditors' Report
Consolidated Balance Sheet -- December 31, 1996 and
1995
Consolidated Statement of Income -- Three Years
Ended December 31, 1996, 1995 and 1994
Consolidated Statement of Cash Flows -- Three Years
Ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
The following financial statements of RFG and its
subsidiaries are incorporated herein by reference
to RFG's Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 1997:
Condensed Consolidated Balance Sheet -- March 31,
1997 and 1996 and December 31, 1996
Condensed Consolidated Statement of Income -- Three
Months Ended March 31, 1997 and 1996
Condensed Consolidated Statement of Cash Flows --
Three Months Ended March 31, 1997 and 1996
Notes to Condensed Consolidated Financial State-
ments
(b) Pro Forma Financial Information
The following pro forma combined consolidated fi-
nancial statements (unaudited) of the Registrant
reflecting the Merger are incorporated by reference
to the Registration Statement:
Pro Forma Combined Consolidated Balance Sheet--
March 31, 1997 (Unaudited)
Pro Forma Combined Consolidated Income Statement--
Three Years Ended December 31, 1996, 1995 and 1994
and Three Months Ended March 31, 1997 and 1996 (Un-
audited)
Notes to Pro Forma Combined Consolidated Financial
Statements (Unaudited)<PAGE>
(c) Exhibits
Exhibit No. Description of Exhibit
23 Consent of KPMG Peat Marwick LLP
99.1 Press Release dated July 1, 1997
announcing the closing of the Merger<PAGE>
Signatures
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Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
MERCANTILE BANCORPORATION INC.
(Registrant)
By: /s/ Jon W. Bilstrom
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Name: Jon W. Bilstrom
Title: General Counsel
and Secretary
Dated: July 14, 1997<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
23 Consent of KPMG Peat Marwick LLP
99.1 Press Release dated July 1, 1997 announcing
the closing of the merger
Exhibit 23
Independent Auditors' Consent
The Board of Directors
Mercantile Bancorporation Inc.:
We consent to the incorporation by reference in the Registra-
tion Statements No. 2-78395, No. 33-15265, No. 33-33870, No 33-
35139, No. 33-43694, No. 33-48952, and No. 33-57543, each on
Form S-8, and No. 33-45863, No. 33-52986, No. 33-50579, No. 33-
50981, No. 33-55439, No. 33-56603, No. 33-58467, No. 33-63609,
No. 33-65087, No. 333-09803, No. 333-17757, No. 333-23607, and
No. 333-27431, each on Form S-4, of Mercantile Bancorporation
Inc. of our report dated January 20, 1997, relating to the con-
solidated financial statements of Roosevelt Financial Group,
Inc. and subsidiaries as of and for the year ended December 31,
1996 incorporated by reference in this Current Report on Form
8-K of Mercantile Bancorporation Inc. dated July 14, 1997.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
July 14, 1997
Exhibit 99.1
[NEWS RELEASE]
FOR IMMEDIATE RELEASE: JULY 1, 1997
CONTACT: CHERYL S. KARN DIANA YATES
PUBLIC AFFAIRS INVESTOR RELATIONS
(314) 425-8174 (314) 425-8237
both for Mercantile/ 16:46 EDT
4206 07/01/97 16:46 EDT HT
DispDate: 1997-07-01
Copyright (c) 1997 PR Newswire
MERCANTILE BANCORPORATION INC. COMPLETES MERGER WITH
ROOSEVELT FINANCIAL GROUP, INC.
MERCANTILE BANCORPORATION; MERCANTILE BANCORP;
PR News Wire via Dow Jones
ST. LOUIS, July 1/PRNewswire/ -- MERCANTILE
BANCORPORATION INC. (NYSE: MTL), the St. Louis-based bank-
holding company, announced today the completion of its merger
with Roosevelt Financial Group, Inc. (NASDAQ: RFED). With
assets approaching $30 billion, Mercantile is the largest
locally managed and independently owned financial services
organization headquartered in the lower Midwest.
The addition of Roosevelt will enhance Mercantile's
mix of services through the addition of a leading mortgage
origination and servicing operation. With the completion of
the merger, Mercantile enters the top tier of mortgage
providers nationwide and is the number one mortgage originator
in Missouri. Mercantile now has the number one deposit market
share in the State of Missouri.<PAGE>
The merger, which was announced December 23, 1996,
received regulatory approval during the second quarter and
shareholder approval at Roosevelt's shareholder meeting on
June 20.
According to the terms of the merger, Roosevelt
shareholders who have made a valid stock election will receive
approximately 68% stock and 32% cash, which is equivalent to a
stock distribution of .2853 shares of MTL common stock and
$7.10 in cash for each share of RFED stock. The distribution
will be adjusted as necessary to reflect the final election
tabulation. As stipulated in the merger agreement, Roosevelt
shareholders who have made a cash election, no election, or who
have not otherwise made a valid stock election will receive
$22.00 in cash for each RFED share held. The transaction is
structured as a tax-free exchange for the portion of the
distribution that shareholders receive in stock.
The merger will be accounted for as a purchase
transaction. Of the 7 million share total buyback authorized
in connection with the merger, Mercantile repurchased 4.3
million common shares of MTL common stock at an average per
share price of $57.70 during the first half of 1997 in open
market transactions. Mercantile expects to complete the
buyback during the third quarter.
By the end of the year, Mercantile will merge the banks in
each of the markets currently served by Roosevelt, offering
customers an expanded array of products and more convenient
banking locations than ever before.<PAGE>
Roosevelt, a $7.8 billion thrift holding company
headquartered in St. Louis, had 83 locations in Missouri,
Kansas and Illinois.
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MERCANTILE BANCORPORATION INC., a $30 billion multi-bank
holding company headquartered in St. Louis, operates banks in
more than 500 locations in Missouri, Iowa, Kansas, Illinois and
Arkansas. Mercantile's non-banking subsidiaries include
companies providing brokerage services, asset-based lending,
investment advisory services, leasing services and credit life
insurance.
