MERCANTILE BANCORPORATION INC
S-8 POS, 1998-08-25
NATIONAL COMMERCIAL BANKS
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     As Filed With the Securities and Exchange Commission on August 25, 1998
                                                     Registration No. 333-51329
================================================================================
                       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 incorporation        (I.R.S. Employer 
               or organization)                       Identification No.)


                                  P.O. Box 524
                         St. Louis, Missouri 63166-0524
                    (Address of Principal Executive Offices)

              Firstbank of Illinois Co. Incentive Stock Option Plan
            Firstbank of Illinois Co. Incentive Stock Option Plan II
              Firstbank of Illinois Co. Directors Stock Option Plan
                            (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
                            Telephone: (314) 425-2525
            (Name, address and telephone number of agent for service)



<PAGE>



                                 CALCULATION OF REGISTRATION FEE
=========================-------------------------------------------------------
TITLE OF EACH CLASS OF  AMOUNT TO   PROPOSED       PROPOSED MAXIMUM   AMOUNT OF
SECURITIES TO BE        BE          MAXIMUM        AGGREGATE        REGISTRATION
REGISTERED              REGISTERED  OFFERING PRICE OFFERING PRICE       FEE
                                     PER UNIT
================================================================================
Common Stock, $0.01      857,220      N/A              N/A               (2)
   par value (1)
================================================================================

(1) Includes one attached Preferred Share Purchase Right per share. 
(2) 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 (333-51329) on March
    3, 1998.

  This amendment shall become effective in accordance with the provisions
            of Rule 464 promulgated under the Securities Act of 1933.








                                      -2-

<PAGE>


      The undersigned registrant hereby files this post-effective amendment (the
"Registration Statement") to register on Form S-8 an aggregate of 857,220 shares
of Mercantile Bancorporation Inc. (the "Company" or the "Registrant") Common
Stock, $0.01 par value (the "Company Common Stock"), and attached Preferred
Share Purchase Rights of the Company, previously registered in a registration
statement on Form S-4 (File No. 333-51329) incorporated herein by reference, for
issuance pursuant to options granted under the Firstbank of Illinois Co.
Incentive Stock Option Plan, the Firstbank of Illinois Co. Incentive Stock
Option Plan II and the Firstbank of Illinois Co. Directors Stock Option Plan,
pursuant to the terms and conditions of the Agreement and Plan of
Reorganization, dated as of January 30, 1998, by and among the Company,
Ameribanc, Inc., a Delaware corporation and wholly-owned subsidiary of the
Company ("Ameribanc"), and Firstbank of Illinois Co., a Delaware corporation
("Firstbank"), pursuant to which Firstbank merged (the "Merger") with and into
Ameribanc, with Ameribanc as the surviving corporation. The Merger was
consummated on July 1, 1998.

Item 3.  Incorporation of Documents by Reference.

      The following documents filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 are incorporated
herein by reference:

      (a)         Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1997, as amended by Form 10-K/A.

      (b)         Registrant's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 1998 and June 30, 1998.

      (c)         Registrant's Current Reports on Form 8-K dated January 10,
                  1998, January 30, 1998 and July 1, 1998.

      (d)         The description of Registrant's Common Stock set forth in Item
                  1 of its 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 Registrant's Preferred Share Purchase
                  Rights set forth in Item 1 of the Company's Registration
                  Statement on Form 8-A, dated May 27, 1998, and any amendment
                  or report filed for the purpose of updating such description.

      Such incorporation by reference shall not be deemed to incorporate by
reference the information referred to in Item 402(a)(8) of Regulation S-K.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and made a part hereof 

                                   -3-
<PAGE>

from the date any such document is filed. The information relating to the
Company contained in this Registration Statement 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.

      Where any document or part thereof is incorporated by reference in the
Registration Statement, the Company will provide without charge to each person
to whom a Prospectus with respect to the Plan is delivered, upon written or oral
request of such person, a copy of any and all of the information incorporated by
reference in the Registration Statement, excluding exhibits unless such exhibits
are specifically incorporated by reference.

Item 5.  Interests 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 August 21, 1998, beneficially owned less
than 1% of the outstanding Company Common Stock.

Item 6.     Indemnification of Directors and Officers.

      Sections 351.355(1) and (2) of The General and Business 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 corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding 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 proceeding, 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 indemnify 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 application that such person is fairly and reasonably
entitled to indemnity for proper expenses. Section 351.355(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 connection with
such action, suit or proceeding. Section 351.355(7)

                                      -4-
<PAGE>

provides that a corporation may provide additional indemnification 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.

      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 specified in subsections (1) and (2) and the
additional indemnification authorized in subsection (7) and that it may extend
to other officers, employees and agents such indemnification and additional
indemnification.

      Pursuant to directors' and officers' liability insurance 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 Registrant, individually or
collectively, or any matter claimed against them solely by reason of their being
directors or officers of the Registrant.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to such provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy and is therefore unenforceable.

Item 8.     Exhibits.

      See Exhibit Index located on page 10 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 registration 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 fundamental 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 information in the registration
statement; provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant

   
                                   -5-
<PAGE>

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 liability 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 Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (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 securities at that time shall be deemed to be the initial bona
fide offering thereof.

           C. Insofar as indemnification for liabilities arising 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 Securities
and Exchange Commission such indemnification is against public policy as 
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification 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 defense 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 controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against pubic policy as expressed in the Act and
will be governed by the final adjudication of such issue.

      The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.

                                      -6-
<PAGE>


                                  SIGNATURES

      The Registrant. 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
Amendment No. 1 to the Registration Statement relating to the acquisition of
Firstbank of Illinois Co. to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of Missouri, on the
21st day of August 1998.

                                    MERCANTILE  BANCORPORATION  INC.


                                    By:  /s/ Thomas H. Jacobsen
                                             Thomas H. Jacobsen
                                             Chairman of the Board, President
                                             and Chief Executive Officer


      Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
August 21, 1998, in the capacities indicated.



/s/ Thomas H. Jacobsen        Chairman of the Board,
Thomas H. Jacobsen            President and Chief Executive
Principal Executive Officer   Officer


/s/ John  W. McClure          Vice Chairman and
John W. McClure               Chief Financial Officer
Principal Financial Officer


/s/ Michael T. Normile        Senior Vice President - Finance
Michael T. Normile            and Control
Principal Accounting Officer



                                  -7-
<PAGE>



            *                 Director
Richard E. Beumer


            *                 Director
Harry M. Cornell, Jr.


                              Director
Dr. Henry Givens, Jr.


            *                 Director
William A. Hall


            *                 Director
Frank Lyon, Jr.


            *                 Director
Robert W. Murray


            *                 Director
Harvey Saligman


            *                 Director
Craig D. Schnuck


            *                 Director
Alvin J. Siteman


            *                 Director
Patrick T. Stokes


                                       -8-

<PAGE>



            *                 Director
John A. Wright

*By:  /s/ Thomas H. Jacobsen
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.


                                      -9-

<PAGE>









                                  EXHIBIT INDEX

Exhibit No.                          Exhibit

4.1           Form of Indenture Regarding Subordinated Securities between
              Mercantile Bancorporation Inc. and The First National Bank of
              Chicago, Trustee (incorporated herein by reference to Exhibit 4.1
              to Mercantile Bancorporation Inc.'s Current Report on Form 8-K,
              dated September 24, 1992).

4.2           Rights Agreement dated as of May 23, 1988, between Mercantile
              Bancorporation Inc. and Mercantile Bank, as Rights Agent
              (including as exhibits thereto the form of Certificate of
              Designation, Preferences and Rights of Series A Junior
              Participating Preferred Stock and the form of Right Certificate)
              (incorporated herein by reference to Exhibits 1 and 2 to
              Mercantile Bancorporation Inc.'s Registration Statement No. 0-6045
              on Form 8-A, dated May 24, 1988).

4.3           Form of Indenture Regarding Senior Debt Securities (incorporated
              herein by reference to Exhibit 4.1 to Mercantile Bancorporation
              Inc.'s Registration Statement on Form S-3 (No. 333-25775)).

4.4           Form of Indenture Regarding Subordinated Debt Securities
              (incorporated herein by reference to Exhibit 4.2 to the Company's
              Registration Statement on Form S-3 (No. 333-25775)).

4.5           Indenture, dated February 4, 1997, First Supplemental Indenture,
              dated February 4, 1997, and Supplemental Indenture of First
              Supplemental Indenture, dated May 22, 1997, between Mercantile
              Bancorporation Inc., as issuer, and The Chase Manhattan Bank, as
              Indenture Trustee (incorporated herein by reference to Exhibits
              4.5, 4.6 and 4.12, respectively, to Mercantile Bancorporation 
              Inc.'s Registration Statement on Form S-4 (No. 333-25131)).

5.1           Opinion of Jon W. Bilstrom, Esq., General Counsel of Mercantile
              Bancorporation Inc.

23.1          Consent of Jon W. Bilstrom, Esq., General Counsel of Mercantile
              Bancorporation Inc., included in Exhibit 5.1 to this Registration
              Statement.

23.2          Consent of KPMG Peat Marwick LLP.*

24.1          Power of Attorney (included on the signature page to the
              Registration Statement as filed with the Commission on April 29,
              1998).

99.1          Firstbank of Illinois Co. Incentive Stock Option Plan
              (incorporated herein by 


<PAGE>


              reference to Exhibit A of Firstbank of
              Illinois Co.'s Preliminary Proxy Statement on Schedule 14-A filed
              on March 3, 1994).

99.2          Firstbank of Illinois Co. Incentive Stock Option Plan II
              (incorporated herein by reference to Appendix A of Firstbank of
              Illinois Co.'s Definitive Proxy Statement on Schedule 14-A filed
              on March 27, 1997).

99.3          Firstbank of Illinois Co. Directors Stock Option Plan
              (incorporated herein by reference to Appendix B of Firstbank of
              Illinois Co.'s Definitive Proxy Statement on Schedule 14-A filed
              on March 27, 1997).
- --------------
*  Filed herewith.  All other exhibits were previously filed.


<PAGE>


                                                                  Exhibit 23.2

                         INDEPENDENT AUDITORS' CONSENT

The Board of Directors and Stockholders
Mercantile Bancorporation Inc.:

We consent to the incorporation on Form S-8 of Mercantile Bancorporation Inc. of
our report dated January 21, 1998, with respect to the consolidated balance
sheets of Mercantile Bancorporation Inc. and subsidiaries as of December 31,
1997, 1996, and 1995, and the related consolidated statements of income, changes
in shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, which report is incorporated by reference in the
Form S-8 of Mercantile Bancorporation Inc. dated August 21, 1998.



                                                      /s/ KPMG Peat Marwick LLP


St. Louis, Missouri
August 21, 1998



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