<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PETROLITE CORPORATION
---------------------
(Name of Issuer)
CAPITAL STOCK
---------------------
(Title of Class of Securities)
716723 10 1
---------------------
(CUSIP Number)
Boatmen's Trust Company
100 N. Broadway
St. Louis, Missouri 63102
Attention: V. Raymond Stranghoener
(314) 466-3345
----------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1994
----------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. [X]
(Continued on Following Pages)
(Page 1 of 22 Pages)
Check the following box if a fee is being paid with the statement. [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of equity securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities and
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE> 2
CUSIP No. 716723 10 1 SCHEDULE 13D Page 2 of 22 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boatmen's Bancshares, Inc. 43-0672260
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ] (See Items 3, 4 and 5 below)
3. SEC USE ONLY
4. SOURCE OF FUNDS 00 (See Item 3 below)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ] [N/A]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Corporation
NUMBER OF SHARES 7. SOLE VOTING POWER 0 shares
BENEFICIALLY 8. SHARED VOTING POWER 5,608,683 shares
(See Item 5 below)
OWNED BY EACH
9. SOLE DISPOSITIVE POWER 0 shares
REPORTING
10. SHARED DISPOSITIVE POWER 5,577,297 shares
PERSON WITH (See Item 5 below)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,674,183 shares (See item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] [N/A]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.2%
14. TYPE OF REPORTING PERSON
HC
<PAGE> 3
CUSIP No. 716723 10 1 SCHEDULE 13D Page 3 of 22 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boatmen's Trust Company 43-0497480
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ] (See Items 3, 4 and 5 below)
3. SEC USE ONLY
4. SOURCE OF FUNDS 00 (See Item 3 below)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ] [N/A]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Corporation
NUMBER OF SHARES 7. SOLE VOTING POWER 127,905 shares
BENEFICIALLY 8. SHARED VOTING POWER 5,480,778 shares
(See Item 5 below)
OWNED BY EACH
9. SOLE DISPOSITIVE POWER 14,941 shares
REPORTING
10. SHARED DISPOSITIVE POWER 5,562,356 shares
PERSON WITH (See Item 5 below)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,674,183 shares (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] [N/A]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.2%
14. TYPE OF REPORTING PERSON
BK
<PAGE> 4
CUSIP No. 716723 10 1 SCHEDULE 13D Page 4 of 22 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wm. S. Barnickel & Company 43-6029518
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ] (See Items 3, 4 and 5 below)
3. SEC USE ONLY
4. SOURCE OF FUNDS 00 (See Item 3 below)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ] [N/A]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Corporation
NUMBER OF SHARES 7. SOLE VOTING POWER -0-
BENEFICIALLY 8. SHARED VOTING POWER 5,337,360 shares
(See Item 5 below)
OWNED BY EACH
9. SOLE DISPOSITIVE POWER -0-
REPORTING
10. SHARED DISPOSITIVE POWER 5,337,360 shares
PERSON WITH (See Item 5 below)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,674,183 shares (See item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] [N/A]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.2%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 5
CUSIP No. 716723 10 1 SCHEDULE 13D Page 5 of 22 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The William S. Barnickel Testamentary Trust 43-6029868
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ] (See Items 3, 4 and 5 below)
3. SEC USE ONLY
4. SOURCE OF FUNDS 00 (See Item 3 below)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ] [N/A]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Trust
NUMBER OF SHARES 7. SOLE VOTING POWER -0-
BENEFICIALLY 8. SHARED VOTING POWER 5,337,360 shares
(See Item 5 below)
OWNED BY EACH
9. SOLE DISPOSITIVE POWER -0-
REPORTING
10. SHARED DISPOSITIVE POWER 5,337,360 shares
PERSON WITH (See Item 5 below)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,674,183 shares (See item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] [N/A]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.2%
14. TYPE OF REPORTING PERSON
OO
<PAGE> 6
CUSIP No. 716723 10 1 SCHEDULE 13D Page 6 of 22 Pages
Introductory Note.
This Amendment No. 1 is being filed on behalf of the persons
identified in Item 2 hereof and amends the information set forth in Schedule
13D which was originally filed on February 24, 1994. Unless otherwise
indicated, all capitalized terms used herein but not defined herein shall have
the same meaning as set forth in the Schedule 13D. Each signatory hereto
acknowledges responsibility with respect to the information provided as to such
signatory but assumes no responsibility as to information provided as to any
other signatory.
Item 1. Security and Issuer.
This statement relates to the shares of capital stock, without par
value (the "Capital Stock"), of Petrolite Corporation, a Delaware corporation
(the "Company"). The address of the Company's principal executive office is
369 Marshall Avenue, St. Louis, Missouri 63119.
Item 2. Identity and Background.
This statement is filed on behalf of Boatmen's Bancshares, Inc., a
Missouri corporation ("BBI"); its subsidiary, Boatmen's Trust Company, a
Missouri corporation ("BTC"); Wm. S. Barnickel Company, a Missouri corporation
("Barnickel Company"); and The William S. Barnickel Testamentary Trust, a
Missouri trust (the "Trust"). BBI, BTC, Barnickel Company and the Trust are
hereinafter referred to as the "Reporting Persons."
BBI is a registered bank holding company with its principal executive
office at One Boatmen's Plaza, 800 Market Street, St. Louis, MO 63101. BBI
directly owns substantially all of the capital stock of numerous subsidiary
banks, a trust company, a mortgage banking company, a credit life insurance
company and an insurance agency. The business of BBI consists primarily of the
ownership, supervision and control of its subsidiaries.
BTC is a subsidiary of BBI with its principal executive office at 100
North Broadway, St. Louis, MO 63102. BTC and its affiliated banks' trust
departments with offices in eight states offer investment and trust services to
a broad range of individuals and institutional clients.
Barnickel Company is a Missouri corporation operating as a private
investment company with its office and business address at P.O. Box 190189, St.
Louis, MO 63119. The Trust is a Missouri testamentary trust with its business
address c/o Boatmen's Trust Company, 100 N. Broadway, St. Louis MO 63101. The
co-trustees of the Trust are BTC and Michael V. Janes.
Attached hereto as Schedules I and II is the information required by
Items 2(a) - (c) and 2(f) with respect to (i) each executive officer and
director of BBI and (ii) each executive officer and director of BTC. To the
best of the knowledge of BBI and BTC, no other corporation or other person is
ultimately in control of BBI or BTC.
Attached hereto as Schedule III is the information required by Items
2(a) - (c) and 2(f) with respect to each executive officer and director of
Barnickel Company and Michael V. Janes, the co-trustee of the Trust. To the
best of the knowledge of Barnickel Company, no other corporation or person is
<PAGE> 7
CUSIP No. 716723 10 1 SCHEDULE 13D Page 7 of 22 Pages
ultimately in control of Barnickel Company other than the Trust. To the best
of the knowledge of the Trust, no other corporation or person is ultimately in
control of the Trust other than its trustees, BTC and Michael V. Janes.
Neither BBI or BTC, nor to the best of their knowledge any person
listed on Schedule I or II hereto, has been, during the last five years, (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to such
laws. Schedule VII describes a class action suit against the board of
directors of INTERCO Incorporated of which Mr. William E. Cornelius, a director
of BBI, was a former member and Mr. Lee M. Liberman, a director of BBI, is a
current member.
Neither Barnickel Company nor the Trust, nor to the best of their
knowledge any person listed on Schedule III hereto, has been, during the last
five years, (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Trust was formed in the 1920s pursuant to the Last Will and
Testament of William S. Barnickel dated August 1, 1921 (the "Will"). At the
time of the Will, Barnickel Company was organized in the form of a partnership,
which was incorporated as Barnickel Company in 1922. The assets of the Trust
consist of 90% of the shares of common stock of Barnickel Company. BTC's
predecessor trustee, The Boatmen's National Bank of St. Louis, has served as
co-trustee of the Trust since 1961, and was succeeded by BTC in 1989. BTC also
serves as co-trustee of two other trusts which collectively own the remaining
10% of the shares of common stock of Barnickel Company. The assets of
Barnickel Company include 5,337,360 shares of Capital Stock (or 47.3%) of the
Company.
BTC holds a total of 271,323 other shares of Capital Stock of the
Company in a number of capacities. These shares were acquired with cash, at
then prevailing prices in open market transactions, or as a result of
contributions to trusts or the acceptance of various fiduciary and agency
appointments; these shares were acquired in the ordinary course of business and
not with the purpose or effect of changing or influencing the control of the
Company, nor in connection with or as a participant in any transaction having
such purpose or effect. Prior to March 31, 1994, BTC held a total of 681,808
other shares of Capital Stock of the Company in its capacity as trustee of
certain employee benefit plans of the Company. Effective March 31, 1994, BTC
is no longer the trustee of such employee benefit plans and its holdings of
Capital Stock have been reduced by the same number of shares.
<PAGE> 8
CUSIP No. 716723 10 1 SCHEDULE 13D Page 8 of 22 Pages
To the best of the knowledge of BBI and BTC, any shares of Capital
Stock acquired by any of their respective directors or executive officers have
been acquired with personal funds for investment purposes only.
To the best of the knowledge of Barnickel Company and the Trust, no
directors or executive officers beneficially own any shares of Capital Stock
other than Michael V. Janes, Genevieve J. Brown, and John C. Sexton. To the
best of the knowledge of Barnickel Company and the Trust, Michael V. Janes
acquired beneficial ownership of (i) 5,337,360 shares as a trustee of the
Trust; (ii) 62,000 shares by purchase with personal funds in the approximate
amount of $108,975.95; (iii) 60,800 shares as trustee of three trusts; and (iv)
3,500 shares by purchase with personal funds. All purchases were market
transactions. To the best of the knowledge of Barnickel Company and the Trust,
Genevieve J. Brown acquired beneficial ownership of (i) 6,200 shares as
co-trustee of a revocable trust, which were acquired by purchase by her with
personal funds in open market transactions; (ii) 32,290 shares as co-trustee of
a trust established by her late husband; and (iii) 11,946 shares in an
individual retirement account acquired by inheritance from her late husband.
To the best of the knowledge of Barnickel Company and the Trust, John C. Sexton
acquired beneficial ownership of 100 shares with personal funds in the
approximate amount of $2400.
Item 5. Interest in Securities of the Issuer.
To the best of the knowledge of BBI and BTC, none of the directors or
executive officers of BBI or BTC beneficially own any shares of Capital Stock
of the Company except as set forth in Schedule IV. To the best of the
knowledge of Barnickel Company and the Trust, none of the directors or
executive officers of Barnickel Company (other than Michael V. Janes, as
discussed below) beneficially own any shares of Capital Stock of the Company
except as set forth in Schedule V.
Set forth below is certain information concerning the interests of BBI
and BTC, and, to the best of the knowledge of the Reporting Persons of any
persons who, together with the Reporting Persons, may constitute a group within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, in
securities of the Company:
(a) The Reporting Persons may be deemed collectively to beneficially
own 5,674,183 shares of Capital Stock, or 50.2% based on the number shares
outstanding on January 7, 1994, by reason of their group status. Independently
of the group, BBI and BTC may be deemed to beneficially own 5,608,683 shares of
Capital Stock of the Company, or 49.7% based on the number of shares
outstanding as of January 7, 1994.
A total of 5,337,360 shares of Capital Stock of the Company, or 47.3%
based on the number of shares outstanding as of January 7, 1994, are
beneficially owned by Barnickel Company and the Trust, in their independent
capacities apart from the group. Such shares may also be deemed to be
beneficially owned by the Trust and by BTC and Michael V. Janes, as co-trustees
of the Trust.
A total of 5,463,660 shares of Capital Stock of the Company, or 48.4%
based on the number of shares outstanding as of January 7, 1994, are
beneficially owned by Michael V. Janes, including the shares beneficially owned
<PAGE> 9
CUSIP No. 716723 10 1 SCHEDULE 13D Page 9 of 22 Pages
by Barnickel Company and the Trust, in his independent capacity, apart from the
group.
Each of the Reporting Persons disclaims group status and beneficial
ownership with respect to the shares of Capital Stock, other than the 5,337,360
shares owned by Barnickel Company, beneficially owned by the other members of
the group.
(b) BBI has shared voting power over 5,608,683 shares and shared
dispositive power over 5,577,297 shares. BTC has sole voting power over
127,905 shares; shared voting power over 5,480,778 shares; sole dispositive
power over 14,941 shares; and shared dispositive power over 5,562,356 shares.
Barnickel Company may be deemed to have shared voting and dispositive
power over 5,337,360 shares of Capital Stock of the Company; the Trust may be
deemed to have shared voting and dispositive power over such 5,337,360 shares;
BBI, BTC and Michael V. Janes, as co-trustees of the Trust, may be deemed to
have shared voting and dispositive power over such shares.
Michael V. Janes may be deemed to have sole voting and dispositive
power over 62,000 shares and shared voting and dispositive power over 5,401,660
shares (including the shares owned by Barnickel Company).
(c) All transactions in the Capital Stock of the Company that were
effected during the past 60 days (from March 31, 1994) by the Reporting Persons
are set forth on Schedule VI hereto and are incorporated herein by reference.
To the best of the knowledge of the Reporting Persons, none of the persons
listed on Schedules I, II or III has effected any transactions in the Capital
Stock of the Company during the past 60 days, except as shown on Schedule VI.
(d) Rights to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, shares of Capital Stock of the Company
are held by other persons with respect to all shares held by the Reporting
Persons. No person is known by the Reporting Persons to have an interest
relating to more than five percent of the outstanding shares of Capital Stock
of the Company, based on the number of shares outstanding as of January 7,
1994, except as follows: Barnickel Company, the Trust and the following
beneficiaries of the Trust: Michael V. Janes, William B. Janes, John V. Janes
and Genevieve J. Brown.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Michael V. Janes, co-trustee of the Trust, is no longer a director of
the Company.
Prior to March 31, 1994, BTC held a total of 681,808 shares of Capital
Stock of the Company in its capacity as trustee of certain employee benefit
plans of the Company. Effective March 31, 1994, BTC is no longer the trustee of
such employee benefit plans and its holdings of Capital Stock have been reduced
by the same number of shares.
The undersigned hereby agree that this statement is filed on behalf of
each of the Reporting Persons.
<PAGE> 10
CUSIP No. 716723 10 1 SCHEDULE 13D Page 10 of 22 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
BOATMEN'S BANCSHARES, INC.
April 8, 1994
--------------------------------------------
Date
/S/ PHILIP N. MCCARTY
--------------------------------------------
Signature
Philip N. McCarty, Senior Vice President and
Secretary
--------------------------------------------
(Name/Title)
BOATMEN'S TRUST COMPANY
April 8, 1994
--------------------------------------------
Date
/S/ BRUCE L. TALEN
--------------------------------------------
Signature
Bruce L. Talen, Vice President, Assistant
General Counsel and Assistant Secretary
--------------------------------------------
(Name/Title)
WILLIAM S. BARNICKEL TESTAMENTARY TRUST
BY: BOATMEN'S TRUST COMPANY, CO-TRUSTEE
April 8, 1994
--------------------------------------------
Date
/S/ BRUCE L. TALEN
--------------------------------------------
Signature
Bruce L. Talen, Vice President, Assistant
General Counsel and Assistant Secretary
--------------------------------------------
(Name/Title)
<PAGE> 11
CUSIP No. 716723 10 1 SCHEDULE 13D Page 11 of 22 Pages
WM. S. BARNICKEL COMPANY
April 8, 1994
--------------------------------------------
Date
/S/ MICHAEL V. JANES
--------------------------------------------
Signature
Michael V. Janes, President
--------------------------------------------
(Name/Title)
<PAGE> 12
CUSIP No. 716723 10 1 SCHEDULE 13D Page 12 of 22 Pages
INDEX OF SCHEDULES
Schedule I Directors and Executive Officers of BBI
Schedule II Directors and Executive Officers of BTC
Schedule III Directors and Executive Officers of
Barnickel Company
Schedule IV Interest in Securities of the Company of
Directors and Executive Officers of BBI and BTC
Schedule V Interest in Securities of the Company of
Directors and Executive Officers of
Barnickel Company
Schedule VI Transactions During the Past Sixty Days
Schedule VII Description of INTERCO Incorporated Class Action Suit
<PAGE> 13
CUSIP No. 716723 10 1 SCHEDULE 13D Page 13 of 22 Pages
SCHEDULE I
Directors and Executive Officers of BBI
Set forth below are the names, residence or business
addresses,principal occupation or employment (together with the name, principal
business and address of the employer, if other than BBI), and citizenship of
each of the directors and executive officers of BBI:
Andrew B. Craig, III, Chairman of the Board, President and Chief
Executive Officer of BBI; One Boatmen's Plaza, 800 Market Street, St. Louis, MO
63101; U.S.A.
Samuel B. Hayes, III, Vice Chairman and Director of BBI; Chairman of
the Board, President and Chief Executive Officer, The Boatmen's National Bank
of St. Louis, One Boatmen's Plaza, 800 Market Street, St. Louis, MO 63101;
U.S.A.
John Peters MacCarthy, Vice Chairman and Director of BBI; Chairman of
the Board and Chief Executive Office of BTC; One Boatmen's Plaza, 800 Market
Street, St. Louis, MO 63101; U.S.A.
Richard L. Battram, Director of BBI; Vice Chairman of the Board of The
May Department Stores Company, a retailer; 611 Olive Street, St. Louis, MO
63101; U.S.A.
B. A. Bridgewater, Jr., Director of BBI; Chairman of the Board,
President and Chief Executive Officer of Brown Group, Inc., a footwear and
specialty retailing company; 8400 Maryland Avenue, St. Louis, MO 63105; U.S.A.
William E. Cornelius, Director of BBI; Retired Chairman of the Board
and Chief Executive Officer of Union Electric Company, an electric utility;
1901 Chouteau, St. Louis, MO 63103; U.S.A.
Ilus W. Davis, Director of BBI; Attorney with Armstrong, Teasdale,
Schlafly & Davis, 1700 City Centre Square, 1100 Main Street, Kansas City, MO
64105; U.S.A.
Michael G. Fitt, Director of BBI; Retired Chairman of the Board and
Chief Executive Officer of Employers Reinsurance Corporation, a management
company for a group of insurance companies; 10394 Lake Circle, Olathe, KS
66061; U.S.A.
John E. Hayes, Jr., Director of BBI; Chairman of the Board, President
and Chief Executive Officer, Western Resources, Inc., an electric and gas
utility, 518 Kansas Ave., Topeka, KS 66612; U.S.A.
Ike Kalangis, Director of BBI; Chairman of the Board, President and
Chief Executive Officer, Boatmen's Sunwest, Inc., a subsidiary of the Company,
303 Roma, N.W., Albequerque, NM 87102; U.S.A.
Lee M. Liberman, Director of BBI; Chairman Emeritus of the Board and
Consultant, Laclede Gas Company, a gas utility; 720 Olive Street, 15th Floor,
St. Louis, MO 63101; U.S.A.
<PAGE> 14
CUSIP No. 716723 10 1 SCHEDULE 13D Page 14 of 22 Pages
William E. Maritz, Director of BBI; Chairman of the Board and Chief
Executive Officer, Maritz Inc., a performance improvement, travel,
communications, business meeting, training and market research company; 1735 N.
Highway Drive, St. Louis, MO 63026; U.S.A.
Andrew E. Newman, Director of BBI; Chairman of the Board, Edison
Brothers Stores, Inc., a retail specialty chain stores company; 501 N.
Broadway, St. Louis MO 63102; U.S.A.
Jerry E. Ritter, Director of BBI; Executive Vice President, Chief
Financial Officer and Administrative Officer, Anheuser-Busch Companies, Inc., a
beer brewery, food products and family entertainment company; One Busch Place,
St. Louis, MO 63118; U.S.A.
William P. Stiritz, Director of BBI; Chairman of the Board and Chief
Executive Officer, Ralston Purina Company, a food products and processing and
animal foods company; Checkerboard Square, Tower Building 15T, St. Louis, MO
63164; U.S.A.
Albert E. Suter, Director of BBI; Senior Vice Chairman of the Board
and Chief Operating Officer, Emerson Electric Co., a manufacturer of electrical
and electronic products; 8000 West Florissant Ave., St. Louis, MO 63136;
U.S.A.
Dwight D. Sutherland, Director of BBI; Partner, Sutherland Lumber
Company, a retailer of lumber and building materials, 4000 Main Street, Kansas
City, MO 64111; U.S.A.
Theodore C. Wetterau, Director of BBI; Retired Chairman of the Board
and Chief Executive Officer of Wetterau Incorporated, Retired Vice Chairman of
the Board and Director of SuperValu Inc.; Principal, Wetterau Associates, a
private investment company, 1401 South Brentwood Blvd., Suite 760, St. Louis,
MO 63144; U.S.A.
John M. Brennan, Executive Vice President of BBI; One Boatmen's Plaza,
800 Market Street, St. Louis, MO 63101; U.S.A.
J. Robert Brubaker, Executive Vice President and Senior Operations
Officer of BBI; One Boatmen's Plaza, 800 Market Street, St. Louis, MO 63101;
U.S.A.
Gregory L. Curl, Executive Vice President of BBI; One Boatmen's Plaza,
800 Market Street, St. Louis, MO 63101; U.S.A.
Alfred S. Dominick, Jr., Executive Vice President -- Retail Banking of
BBI; One Boatmen's Plaza, 800 Market Street, St. Louis, MO 63101; U.S.A.
James W. Kienker, Executive Vice President and Chief Financial Officer
of BBI; One Boatmen's Plaza, 800 Market Street, St. Louis, MO 63101; U.S.A.
Phillip E. Peters, Executive Vice President and Chief Investment
Officer of BBI; One Boatmen's Plaza, 800 Market Street, St. Louis, MO 63101;
U.S.A.
Philip N. McCarty, Senior Vice President and Secretary of BBI; One
Boatmen's Plaza, 800 Market Street, St. Louis, MO 63101; U.S.A.
<PAGE> 15
CUSIP No. 716723 10 1 SCHEDULE 13D Page 15 of 22 Pages
SCHEDULE II
Directors and Executive Officers of BTC
Set forth below are the names, residence or business addresses,
principal occupation or employment (together with the name, principal business
and address of the employer, if other than BBI or BTC), and citizenship of each
of the directors and executive officers of BTC:
Howard F. Baer, Director of BTC; Private Investor, 232 N.
Kingshighway, Suite 504, St. Louis, MO 63108; U.S.A.
Clarence C. Barksdale, Director of BTC; Vice Chairman, Washington
University, 1130 Hampton Avenue, St. Louis, MO 63139; U.S.A.
John B. Biggs, Jr., Director of BTC; Senior Vice President, Brown
Group, Inc., a footwear and specialty retailing company; 8400 Maryland Avenue,
St. Louis, MO 63105; U.S.A.
Gerald D. Blatherwick, Director of BTC; Retired Vice Chairman - Human
Resources and Corporate Communications - Southwestern Bell Corporation, 26
Fordyce Lane, St. Louis, MO 63124; U.S.A.
Stephen F. Brauer, Director of BTC; President, Hunter Engineering
Company, an engineering company; 11250 Hunter Drive, Bridgeton, MO 63044;
U.S.A.
Mary Leyhe Burke, Ph.D., Director of BTC; Head of School, Whitfield
School; a private secondary school; 175 South Mason Road, St. Louis, MO 63141;
U.S.A.
George K. Conant, Director of BTC; President, Tri-Star Supply Inc.; a
building materials company; 10435 Baur Boulevard, St. Louis, MO 63132; U.S.A.
Andrew B. Craig, III, Director of BTC; Chairman, President & Chief
Executive Officer, BBI; U.S.A.
B.B. Culver, Jr., Director of BTC; Private Investor, Room 1030, Pierre
Laclede Building, 7701 Forsyth Boulevard, St. Louis, MO 63105; U.S.A.
Donald Danforth, Jr., Director of BTC; Chairman, Vector Corporation,
an equipment manufacturer; 700 Corporate Park Drive, Suite 330, St. Louis, MO
63105; U.S.A.
Martin E. Galt, III, Director of BTC; President, BTC; U.S.A.
A. William Hager, Director of BTC; Chairman of the Board, Hager Hinge
Company; a hinge manufacturing company; 139 Victor Street, St. Louis, MO 63104;
U.S.A.
Samuel B. Hayes, III, Director of BTC; Vice Chairman of BBI; Chairman
of the Board, President & Chief Executive Officer, The Boatmen's National Bank
of St. Louis, One Boatmen's Plaza, 800 Market Street, St. Louis, MO 63101;
U.S.A.
<PAGE> 16
CUSIP No. 716723 10 1 SCHEDULE 13D Page 16 of 22 Pages
Robert E. Kresko, Director of BTC; Retired Partner, Trammell Crowe
Company, a real estate development company; Pierre Laclede Center, 7701 Forsyth
Blvd., Suite 680, St. Louis, MO 63105; U.S.A.
John Peters MacCarthy, Chairman and Chief Executive Officer of BTC;
Vice Chairman of BBI; U.S.A.
James S. McDonnell III, Director of BTC; Retired Vice President,
McDonnell Douglas Corporation; 40 Glen Eagles Drive, St. Louis, MO 63124;
U.S.A.
John B. McKinney, Director of BTC; President & Chief Executive
Officer, Laclede Steel Company; a steel manufacturer; One Metropolitan Square,
15th Floor, St. Louis, MO 63102; U.S.A.
Reuben M. Morriss, III, Vice Chairman and Director of BTC; U.S.A.
William C. Nelson, Director of BTC; Chairman, President & Chief
Executive Officer, Boatmen's First National Bank of Kansas City; 10th &
Baltimore, P.O. Box 419038; Kansas City, MO 64183; U.S.A.
William A. Peck, M.D., Director of BTC; Executive Vice Chancellor and
Dean, Washington University School of Medicine, 660 South Euclid Avenue, Box
8106, St. Louis, MO 63110; U.S.A.
W.R. Persons, Director of BTC; Retired Chairman and Chief Executive
Officer, Emerson Electric Co.; 7811 Carondelet, Suite 201, St. Louis, MO 63105;
U.S.A.
Jerry E. Ritter, Director of BTC; Executive Vice President, Chief
Financial Officer and Administrative Officer, Anheuser-Busch Companies, Inc., a
beer brewery, food products and family entertainment company; One Busch Place,
St. Louis, MO 63118; U.S.A.
Louis S. Sachs, Director of BTC; Chairman, Sachs Properties, a real
estate development company; P.O. Box 7104; St. Louis, MO 63177; U.S.A.
Hugh Scott, III, Director of BTC; Chairman and Chief Executive
Officer, Western Diesel Services, Inc., an industrial company; 101 S. Hanley,
Suite 1910, St. Louis, MO 63105; U.S.A.
Richard W. Shomaker, Director of BTC; Consultant, Brown Group, Inc., a
footwear and specialty retailing company; 8400 Maryland Avenue, St. Louis, MO
63105; U.S.A.
Brice R. Smith, Jr., Director of BTC; Chairman of the Board and Chief
Executive Officer, Sverdrup Corporation, an engineering and design company;
13723 Riverport Drive, Maryland Heights, MO 63043; U.S.A.
Janet McAfee Weakley, Director of BTC; Chairman and Chief Executive
Officer, Janet McAfee, Inc., a real estate brokerage company, 149 N. Meramec
Ave., St. Louis, MO 63105; U.S.A.
<PAGE> 17
CUSIP No. 716723 10 1 SCHEDULE 13D Page 17 of 22 Pages
Gordon E. Wells, Director of BTC; Retired Chairman of the Board,
Boatmen's First National Bank of Kansas City; 3121 West 67th Terrace, Shawnee
Mission, KS 66208; U.S.A.
Eugene F. Williams, Director of BTC; Retired Chairman of the Board of
Centerre Trust Company of St. Louis; 515 Olive Street, Suite 1505, St. Louis,
MO 63101; U.S.A.
<PAGE> 18
CUSIP No. 716723 10 1 SCHEDULE 13D Page 18 of 22 Pages
SCHEDULE III
Directors and Executive Officers of Barnickel Company
Set forth below are the names, residence or business addresses,
principal occupation or employment (together with the name, principal business
and address of the employer), and citizenship of each of the directors and
executive officers of Barnickel Company:
Genevieve J. Brown, Vice President and Director of Barnickel Company;
Private Investor; 3 Indian Hill, St. Louis, MO 63124; U.S.A.
Michael V. Janes, President, Treasurer and Director of Barnickel
Company; Private Investor; 8000 Bonhomme, St. Louis, MO 63105; U.S.A.
Fairfax F. Pollnow, Director of Barnickel Company; Real Estate
Investor and President, Arbor Land Company; 300 Hunter Ave., Suite 101, St.
Louis, MO 63124; U.S.A.
John C. Sexton, Director of Barnickel Company; President, Gross &
Janes Company, a manufacturer of railroad ties; 511 Rudder Rd., P.O. Box 26113,
Fenton, MO 63026; U.S.A.
V. Raymond Stranghoener, Director of Barnickel Company; Senior Vice
President, General Counsel & Secretary, Boatmen's Trust Company, 100 N.
Broadway, St. Louis, MO 63102; U.S.A.
<PAGE> 19
CUSIP No. 716723 10 1 SCHEDULE 13D Page 19 of 22 Pages
SCHEDULE IV
Interest in Securities of the Company
of Directors and Executive Officers of BBI and BTC
To the best of the knowledge of BBI and BTC, none of the directors or
executive officers of BBI or BTC beneficially own any shares of Capital Stock
of the Company except as set forth below:
Sole Shared
Sole Voting Shared Voting Dispositive Dispositive
Name Power Power Power Power
- ---------------------- ----------- ------------ ----------- -----------
Andrew B. Craig III 5,000* -- 5,000* --
Samuel B. Hayes -- -- 1,000 --
William E. Maritz 5,000* -- 5,000* --
* Includes 4,000 shares deemed to be beneficially owned pursuant to stock
options that are presently exercisable.
<PAGE> 20
CUSIP No. 716723 10 1 SCHEDULE 13D Page 20 of 22 Pages
SCHEDULE V
Interest in Securities of the Company
of Directors and Executive Officers of Barnickel Company
To the best of the knowledge of Barnickel Company and the Trust, none
of the directors or executive officers of Barnickel Company (other than Michael
V. Janes, as discussed in Item 5 above) beneficially own any shares of Capital
Stock of the Company except as set forth below:
Sole Shared
Sole Voting Shared Voting Dispositive Dispositive
Name Power Power Power Power
- ------------------------ ----------- ------------- ---------- -----------
Genevieve J. Brown 11,946 38,490 11,946 38,490
John C. Sexton -- 100 -- 100
<PAGE> 21
CUSIP No. 716723 10 1 SCHEDULE 13D Page 21 of 22 Pages
SCHEDULE VI
Transactions during the Past Sixty Days*
Identity of Date of Number of Price Per Description of
Person Transaction Shares Share Transaction
- ---------------------------- ----------- --------- --------- --------------
BTC, as trustee of private
individual trust 2/14/94 125 $32.00 Open Market.
Sale
BTC, as trustee of employee
benefit plans of the Company 4/1/94 681,808 N/A Cessation of
status as
trustee
of employee
benefit plans.
See Item 4.
Andrew B. Craig III 3/7/94 2,000 N/A Award of
director stock
option.
William E. Maritz 3/7/94 2,000 N/A Award of
director stock
option.
- ---------------
*Computed from March 31, 1994
<PAGE> 22
CUSIP No. 716723 10 1 SCHEDULE 13D Page 22 of 22 Pages
SCHEDULE VII
INTERCO Incorporated Class Action
On November 15, 1988, a purported class action on behalf of certain
groups of shareholders and bondholders of INTERCO Incorporated was filed in the
United States District Court for the Southern District of New York against
INTERCO Incorporated and the members of its Board of Directors, including Mr.
Liberman and Mr. Cornelius. The complaint, styled BEHRENS, ET AL. v. INTERCO
INCORPORATED, ET AL., Case No. 88 CIV 8093, alleged claims against INTERCO's
Directors for common law breach of fiduciary duty and violations of Sections
10(b), 14(d) and 14(e) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder in connection with Cardinal Acquisition Corp.'s tender offer for the
company stock and INTERCO's recapitalization in the second half of 1988. On
July 11, 1989 an amended complaint was filed which added Wasserstein Perella &
Co., Inc. and Wasserstein Perella Group, Inc. as defendants and alleged claims
against INTERCO's Directors for common law tortious interference with
prospective economic advantage and violations of Sections 11, 12(2) and 15 of
the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 and Rule 10b-5 thereunder. INTERCO Incorporated paid,
without admitting any liability, $18.5 million in settlement of all claims and
$100,000 to partially reimburse the cost of claims administration. On June 6,
1990 the court dismissed the action, retaining jurisdiction for purposes of
administration and effectuation of the settlement.
