PETROLITE CORP, SC 13D/A, 1994-12-09

PETROLITE CORP
SC 13D/A, 1994-12-09
MISCELLANEOUS CHEMICAL PRODUCTS

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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

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)

December 9, 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. [ ]

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.)

(Continued on Following Pages)
(Page 1 of 38 Pages)

* 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 38 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 5,608,561 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0- shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,575,800 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,686,507 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)

50.3%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

HC
- -------------------------------------------------------------------------------

<PAGE> 3

CUSIP No. 716723 10 1 SCHEDULE 13D Page 3 of 38 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

Missouri Corporation
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER 131,733 shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,476,828 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 15,407 shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,560,393 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.3%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

BK
- -------------------------------------------------------------------------------

<PAGE> 4

CUSIP No. 716723 10 1 SCHEDULE 13D Page 4 of 38 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

Missouri Corporation
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER -0- shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,337,360 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0- shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,337,360 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.3%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

CO
- -------------------------------------------------------------------------------

<PAGE> 5

CUSIP No. 716723 10 1 SCHEDULE 13D Page 5 of 38 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

Missouri Trust
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER -0- shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,337,360 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0- shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,337,360 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.3%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

OO
- -------------------------------------------------------------------------------

<PAGE> 6

CUSIP No. 716723 10 1 SCHEDULE 13D Page 6 of 38 Pages

- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The John S. Lehmann Trust f/b/o John S. Lehmann, Jr. 43-6401897
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

Missouri Trust
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER -0- shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 400,302 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0- shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 400,302 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.3%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

OO
- -------------------------------------------------------------------------------

<PAGE> 7

CUSIP No. 716723 10 1 SCHEDULE 13D Page 7 of 38 Pages

- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The John S. Lehmann Trust f/b/o Frederick W. Lehmann III 43-6401898
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

Missouri Trust
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER -0- shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 133,434 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0- shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 133,434 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.3%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

OO
- -------------------------------------------------------------------------------

<PAGE> 8

CUSIP No. 716723 10 1 SCHEDULE 13D Page 8 of 38 Pages

- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Genevieve J. Brown ###-##-####
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

United States of America
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER 11,946 shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 839,194 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 11,946 shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 839,194 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.3%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

IN
- -------------------------------------------------------------------------------

<PAGE> 9

CUSIP No. 716723 10 1 SCHEDULE 13D Page 9 of 38 Pages

- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

John V. Janes, Jr. ###-##-####
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

United States of America
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER 500 shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 800,604 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 500 shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 800,604 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.3%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

IN
- -------------------------------------------------------------------------------

<PAGE> 10

CUSIP No. 716723 10 1 SCHEDULE 13D Page 10 of 38 Pages

- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Michael V. Janes ###-##-####
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

United States of America
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER 62,000 shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,401,660 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 62,000 shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,401,660 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.3%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

IN
- -------------------------------------------------------------------------------

<PAGE> 11

CUSIP No. 716723 10 1 SCHEDULE 13D Page 11 of 38 Pages

- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

William B. Janes ###-##-####
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

United States of America
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER -0- shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 800,604 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 23,400 shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 800,604 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.3%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

IN
- -------------------------------------------------------------------------------

<PAGE> 12

CUSIP No. 716723 10 1 SCHEDULE 13D Page 12 of 38 Pages

INTRODUCTORY NOTE.

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"); The William S. Barnickel Testamentary Trust, a Missouri
trust (the "Barnickel Trust"); The John S. Lehmann Trust f/b/o John S. Lehmann,
Jr. ("Lehmann Trust I") and The John S. Lehmann Trust f/b/o Frederick W.
Lehmann III ("Lehmann Trust II") (Lehmann Trust I and Lehmann II are
hereinafter referred to collectively as the "Lehmann Trusts") established under
the Indenture of Trust of John S. Lehmann dated July 8, 1959, as amended;
Genevieve J. Brown, John V. Janes, Jr., Michael V. Janes, and William B. Janes.
(Genevieve J. Brown, John V. Janes, Jr., Michael V. Janes and William B. Janes
are referred to herein collectively as the "Janeses"). BBI, BTC, Barnickel
Company, the Barnickel Trust, Lehmann Trust I, Lehmann Trust II, Genevieve J.
Brown, John V. Janes, Jr., Michael V. Janes, and William B. Janes are
hereinafter referred to as the "Reporting Persons."

This Amendment No. 3 is being filed on behalf of the persons identified in
Item 2 hereof and supplements and combines (i) the information set forth in
Schedule 13D filed on February 24, 1994 on behalf of BBI, BTC, Barnickel
Company and Barnickel Trust as members of a group, as amended by Amendments
No.1 and No.2 filed on, respectively, April 8, 1994 and July 11, 1994; and (ii)
the information set forth in Schedule 13D filed on February 24, 1994 by Michael
V. Janes, as amended by Amendments No.1 and No.2 filed on, respectively, April
8, 1994 and July 11, 1994.

This amendment also reflects the addition of Genevieve J. Brown, John V.
Janes, Jr., William B. Janes, and the Lehmann Trusts as potential members of
the group. The filing of this Schedule 13D should not be construed as an
admission that the Reporting Persons constitute a group or are the beneficial
owners of the shares indicated below.

Each signatory hereto acknowledges responsibility with respect to the
information provided as to such signatory but assumes no responsibility as to
information 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.

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.

<PAGE> 13

CUSIP No. 716723 10 1 SCHEDULE 13D Page 13 of 38 Pages

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 Barnickel Trust is a Missouri testamentary trust with its business
address c/o Boatmen's Trust Company, 100 N. Broadway, St. Louis MO 63101. The
Barnickel Trust owns 90% of the outstanding shares of Barnickel Company. The
co-trustees of the Barnickel Trust are BTC and Michael V. Janes.

The Lehmann Trusts are Missouri trusts with business addresses c/o
Boatmen's Trust Company, 100 N. Broadway, St. Louis, MO 63101. BTC serves as
the sole trustee of each of the Lehmann Trusts. Lehmann Trust I owns 7.5% of
and Lehmann Trust II owns 2.5% of the outstanding shares of Capital Stock of
the Barnickel Company.

Genevieve J. Brown, John V. Janes, Jr., Michael V. Janes and William B.
Janes are siblings and the grandchildren of William S. Barnickel and the
majority beneficiaries of the Barnickel Trust. Genevieve J. Brown and Michael
V. Janes serve as officers and directors of Barnickel Company.

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 Barnickel Trust. To the
best of the knowledge of Barnickel Company, no other corporation or person is
ultimately in control of Barnickel Company other than the Barnickel Trust. To
the best of the knowledge of the Barnickel Trust, no other corporation or
person is ultimately in control of the Barnickel Trust other than its trustees,
BTC and Michael V. Janes. To the best of the knowledge of the Lehmann Trusts,
no other corporation or person is ultimately in control of the Lehmann Trusts
other than the trustee, BTC.

Attached hereto as Schedule IV is the information required by Items 2(a) -
(c) and 2(f) with respect to each of the Janeses.

Neither BBI or BTC, nor to the best of their knowledge any person listed on
Schedules 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 VIII hereto
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.
<PAGE> 14

CUSIP No. 716723 10 1 SCHEDULE 13D Page 14 of 38 Pages

Neither Barnickel Company, the Barnickel Trust, any Lehmann Trust, any of
the Janeses, nor to the best of Barnickel Company's 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 Barnickel 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
Barnickel 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 Barnickel Trust since 1961, and was succeeded
by BTC in 1989. BTC also serves as sole trustee of the Lehmann 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 47.2%) of the Company.

BTC holds a total of 271,201 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 have been 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.

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 Barnickel Trust,
no directors or executive officers of Barnickel Company 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
Barnickel Trust, Michael V. Janes acquired beneficial ownership of (i)
5,337,360 shares as a trustee of the Barnickel 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 Barnickel 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 pursuant to the recent termination of a
trust established by her late husband; and (iii) 11,946 shares in an individual
retirement account acquired by rollover of a qualified distribution resulting
from the death of her late husband. To the best of the knowledge of Barnickel
Company and the Barnickel Trust, John C. Sexton acquired beneficial ownership
of 100 shares with personal funds in the approximate amount of $2400.

<PAGE> 15

CUSIP No. 716723 10 1 SCHEDULE 13D Page 15 of 38 Pages

John V. Janes, Jr. acquired beneficial ownership of 200 shares by purchase
with personal funds and 300 shares as custodian for a minor child by purchase
with personal funds and subsequent gift. William B. Janes acquired beneficial
ownership of 23,400 shares by purchase with personal funds and by gift.

ITEM 4. PURPOSE OF TRANSACTION.

BTC's predecessor corporate trustee, The Boatmen's National Bank of St.
Louis, was appointed co-trustee of the Barnickel Trust in 1961. From that date
until February 14, 1994, BTC or its predecessor has held the shares of Capital
Stock beneficially owned by the Barnickel Trust in the ordinary course of
business. The co-trustees of the Barnickel Trust are currently BTC and Michael
V. Janes.

The death of Genevieve Barnickel Janes, one of the co-trustees of the
Barnickel Trust and the income beneficiary of the Barnickel Trust, on August
27, 1993 resulted in the termination of the Barnickel Trust pursuant to its
terms. The trustees have analyzed how to effectuate the termination of the
Barnickel Trust and the circumstances under which the Barnickel Trust should
distribute its assets in view of the objectives of maximizing liquidity,
minimizing taxes and providing for impartial treatment of the Barnickel Trust
beneficiaries, to the extent practicable. On February 14, 1994 and at the
recommendation of BTC and Michael V. Janes, as co-trustees of the Barnickel
Trust, the board of directors of Barnickel Company authorized Barnickel Company
to execute a letter agreement with Morgan Stanley & Co. Incorporated for the
purpose of exploring possible transactions involving Barnickel Company,
including a potential sale, merger or reorganization. A copy of the letter
agreement was filed as Exhibit 4 to the Schedule 13D previously filed on
February 24, 1994 by BBI, BTC, Barnickel Company and the Barnickel Trust, and
is incorporated herein by reference.

The Company and the Reporting Persons (other than BTC, except in its
capacity as trustee of the Barnickel Trust and the Lehmann Trusts, and BBI)
have entered into a letter of intent (the "Letter of Intent"), a copy of which
is attached hereto as Exhibit 1, which sets forth the principal terms of the
proposed acquisition by the Company of substantially all of the assets of the
Barnickel Company pursuant to a tax-free reorganization (the "Proposed
Reorganization") within the meaning of Section 368(a)(1)(C) of the United
States Internal Revenue Code of 1986, as amended (the "Code"). The Letter of
Intent was executed by the last Reporting Person on December 9, 1994. The
Company would, subject to the satisfaction of certain conditions to closing
(the "Closing") of the transactions contemplated in the Proposed
Reorganization, acquire in exchange for shares of Capital Stock substantially
all of the assets of Barnickel Company (the "Barnickel Company Assets"),
consisting of shares of Capital Stock, certain interests in the Barnickel Trust
(the "Trust Interests"), and some or all of the oil and gas properties (the "O
& G Properties") owned by the Barnickel Company, and assume certain liabilities
and obligations of Barnickel Company, as described below. By reason of the
Letter of Intent, the Janeses and the Lehmann Trusts may be deemed to be
potential members of the group for purposes of this Schedule 13D.

The Letter of Intent is, by its terms, not intended to be a binding
agreement of the parties except in certain limited respects; instead, it
reflects an understanding in principle and an agreement to negotiate in good
faith in an effort to reach a definitive agreement (the "Definitive Agreement")
with respect to the Proposed Reorganization. No assurance can be given that a
<PAGE> 16

CUSIP No. 716723 10 1 SCHEDULE 13D Page 16 of 38 Pages

Definitive Agreement will be entered into or, in the event that a Definitive
Agreement is reached between the parties, that the conditions to Closing set
forth in the Letter of Intent will be satisfied and the transaction
consummated. The following is only a summary of certain terms and conditions
of the Proposed Reorganization as set forth in the Letter of Intent, does not
purport to be a complete summary, and is qualified in its entirety by reference
to the full text of the Letter of Intent, which is incorporated herein by
reference.

SALE OF BARNICKEL COMPANY PORTFOLIO; PURCHASE OF BARNICKEL TRUST
INTERESTS. Prior to Closing, Barnickel Company will sell its portfolio (the
"Portfolio") of marketable securities (other than shares of Capital Stock) on
the open market. After establishing reserves for or paying (i) taxes
attributable to the sale of the Portfolio, (ii) fees payable to the trustees of
the Barnickel Trust, (iii) the insurance premiums, with respect to the six
years following the closing date, for a $10,000,000 Barnickel Company officers
and directors liability insurance policy, (iv) known claims of creditors
dischargeable upon dissolution of Barnickel Company (discussed below), and (v)
certain additional amounts for other administrative expenses arising from the
transaction, the proceeds from the sale of the Portfolio will be used by
Barnickel Company to offer to purchase beneficial interests in the Barnickel
Trust from beneficiaries other than the Janeses or the Janes Family and, in the
discretion of Barnickel Company, to purchase its shares held by the Lehmann
Trusts. The "Janes Family" is defined in the Letter of Intent as any person
who is a spouse, child or grandchild (or the spouse of any of them or a trust
for their benefit) of any of the Janeses (or, in the case of Michael V. Janes,
a charitable trust or foundation established by him) who beneficially owns
shares of Capital Stock transferred to him, her or it by any of the Janeses.

PURCHASE OF BARNICKEL COMPANY ASSETS AND ASSUMPTION OF LIABILITIES.
Subject to the conditions discussed below, the Company will purchase at
Closing, in exchange for shares of Capital Stock, the Barnickel Company Assets.

The Company will issue one new share of Capital Stock to Barnickel Company in
exchange for each share of Capital Stock owned by Barnickel Company as of the
Closing. In exchange for the Trust Interests, the Company will issue shares of
Capital Stock to Barnickel Company equal in number to the shares of Capital
Stock the Company will receive as a Barnickel Trust beneficiary upon
distribution of the Barnickel Trust Assets (discussed below). With respect to
the O & G Properties, the Company will issue shares of Capital Stock to
Barnickel Company equal in value, based upon the average of the closing prices
of the Capital Stock on the Nasdaq National Market for the 20 consecutive
trading days immediately preceding the fifth trading day before the Closing, to
the after-tax fair market value of the O & G Properties acquired, as determined
by an independent appraisal performed by an appraiser selected and compensated
by Barnickel Company and reasonably satisfactory to the Company. Such value of
the O & G Properties would be reduced by an amount to be determined by the
parties, but not greater than $100,000.

The Company will, at its expense, register under federal securities
laws and qualify, unless exempt, under applicable state "blue sky" laws, the
shares of Capital Stock in connection with the aforesaid issuance of such
shares to Barnickel Company and distribution thereof to the stockholders of
Barnickel Company and the beneficiaries of the Barnickel Trust (discussed
below).

<PAGE> 17

CUSIP No. 716723 10 1 SCHEDULE 13D Page 17 of 38 Pages

A number of shares of Capital Stock distributable to Barnickel Company
as consideration for the Barnickel Company Assets equal in value, as of
Closing, to one-half the value of the outstanding Barnickel Company stock, plus
one-half the value of any such stock purchased from the Lehmann Trusts, would
be deposited on behalf of the distributees (other than the Company) upon
dissolution of Barnickel Company and the distribution of the Barnickel Trust
(the "Distributees") with a custodian at Closing for five years for purposes of
meeting the "continuity of interest" test required in a tax-free
reorganization. During the five year period following Closing, these shares
would be required to be released by the custodian, in the manner provided under
such custodial arrangement, upon receipt of an opinion of tax counsel
reasonably satisfactory in form and substance to the Company and the Barnickel
Trust. In addition, shares of Capital Stock distributable to Barnickel Company
having an approximate value of up to $10,000,000 would also be deposited with a
custodian at Closing for up to five years, and would be available during such
five year holding period for sale in satisfaction of certain indemnification
obligations under the Definitive Agreement for the benefit of the officers and
directors of Barnickel Company, the Barnickel Trustees (as shareholders of
Barnickel Company) and Morgan Stanley & Co. Incorporated. The foregoing shares
of Capital Stock to be deposited with custodians at Closing are referred to
herein as the "Custodial Shares." During the five-year holding period, each
beneficial owner of Custodial Shares will have the right to vote and will
continue to receive all dividends with respect to such Custodial Shares.

The Company will assume at Closing (i) all liabilities associated with
the O & G Properties, (ii) documented fees and expenses of Barnickel Company's
counsel, accountants, appraisers and financial advisers in connection with the
Proposed Reorganization, and (iii) a portion of the federal income taxes
attributable to Barnickel Company's sale of the Portfolio; provided, however,
that the Company will not assume any liabilities under clauses (ii) and (iii)
in excess of $9,000,000 in the aggregate. The Company will not assume any
other liabilities of Barnickel Company.

DISTRIBUTION OF BARNICKEL TRUST ASSETS TO BENEFICIARIES. As soon as
practicable following the Closing, Barnickel Company will dissolve and
distribute its remaining assets (consisting of the shares of Capital Stock
received by Barnickel Company in the Proposed Reorganization, excluding the
reserves described above) to the Barnickel Company stockholders, namely
Barnickel Trust (or, if earlier distributed, its beneficiaries) and the Lehmann
Trusts. Immediately upon receiving such remaining assets of Barnickel Company,
the Barnickel Trust will distribute such assets (excluding the Custodial
Shares) (the "Barnickel Trust Assets"), if not previously distributed, to the
beneficiaries of the Barnickel Trust (including the Company).

STOCKHOLDERS AGREEMENT. On the closing date, the Stockholder Parties
(defined below) will enter into a stockholder's agreement (the "Stockholders
Agreement") containing the following provisions:

REPRESENTATION ON COMPANY BOARD. As of the Closing and for the
period expiring as of the Company's first annual meeting following the Closing,
the size of the Company's board of directors will be expanded to eleven members
and two new directors proposed by Barnickel Company will be appointed to the
board. Subject to the ownership requirement described below and certain other
considerations set forth in the Letter of Intent, with respect to the first and
second annual meetings following the Closing, the Company's board will
renominate the two directors proposed by Barnickel Company and, if any such
<PAGE> 18

CUSIP No. 716723 10 1 SCHEDULE 13D Page 18 of 38 Pages

director is unwilling or unable to serve, such other person as would be
proposed jointly by the Principals (as hereinafter defined); with respect to
the each subsequent annual meeting for so long as any Capital Stock is held
under the custodial arrangement for purposes of the "continuity of interest"
test, the Company's board will nominate for election as directors two persons
(such number to be increased proportionately with any subsequent increase in
the size of the board) jointly selected by the owners (hereinafter the
"Principals") of the Custodial Shares deposited in custody for purposes of such
"continuity of interest" test; and with respect to each annual meeting
thereafter, the Company's board will nominate for election as directors two
persons (such number to be increased proportionately with any subsequent
increase in the size of the board) jointly selected by the Janeses. During the
five year period following Closing, the Company's executive and nominating
committees would also include at least one director appointed or nominated in
the foregoing manner. The foregoing rights (except those described in the
first sentence) are subject to its condition that if the Janeses' aggregate
beneficial ownership of the Company's outstanding Capital Stock falls below
15%, the Principals or the Janeses, as the case may be, would be entitled to
propose only one person for election to the board, and if the Janeses'
ownership falls below 10%, the Principals or the Janeses would no longer be
entitled to propose any persons for election to the board.

TRANSFERS TO 10% HOLDERS. For the period from the closing date
until January 1, 1997 (the "Restricted Period"), the owners of shares of
Capital Stock that have entered into the Stockholders Agreement (the
"Stockholder Parties") would agree not sell their shares of Capital Stock to
any person who then owns, or as a result of such transaction would own, 10% or
more of the outstanding Capital Stock, except that Stockholder Parties may
participate in an unsolicited tender offer on the same proportionate basis as
other Company stockholders, under certain circumstances.

RESALES OF CAPITAL STOCK. During the Restricted Period, the
Stockholder Parties would agree that open market sales of Capital Stock will
not be permitted, except in connection with a secondary offering pursuant to
the Registration Rights Agreement (defined below) or pursuant to the provisions
of paragraph (d) of SEC Rule 145.

COMPANY RIGHT OF FIRST REFUSAL. During the Restricted Period, the
Stockholder Parties would agree not to engage in a private sale of Capital
Stock without giving the Company a right of first refusal, except for sales
between the Janeses, or by any of them to Janes Family members.

ADDITIONAL ACQUISITION OF CAPITAL STOCK. During the Restricted
Period, the Stockholder Parties would agree not to acquire additional shares of
Capital Stock in an amount which increases the aggregate percentage of Capital
Stock owned by the Stockholder Parties as of the closing date by more than one
percent.

STANDSTILL PROVISIONS. The Stockholder Parties would agree that,
prior to the earlier of the Company's 1997 Annual Meeting and June 30, 1997,
without the prior approval of the board of directors of the Company, they would
not (i) call or participate in the calling of a special meeting of stockholders
of the Company, (ii) submit any stockholder proposal, (iii) institute,
encourage or participate in any proxy solicitation, or (iv) propose, encourage
or solicit any person to acquire the Company, a substantial portion of its
assets, or more than 1% of the outstanding Capital Stock.
<PAGE> 19

CUSIP No. 716723 10 1 SCHEDULE 13D Page 19 of 38 Pages

VOTING OF COMPANY STOCK. On all matters requiring a vote of the
Company's shareholders up to and including the Company's 1997 Annual Meeting,
the Stockholder Parties would agree to vote either in accordance with the
recommendations of the Company's board, or for or against or abstaining in the
same proportion as the shares owned by all other shareholders of the Company;
except that Stockholder Parties would be free to vote their stock on a merger,
a sale of 50% or more of the Company's assets or a purchase of assets where the
purchased assets constitute more than 25% of the Company's assets, provided the
transaction is recommended by the Company's board. The Stockholders Agreement
would also provide that no Stockholder Parties will deposit any Capital Stock
in a voting trust or enter into a voting agreement.

REGISTRATION RIGHTS AGREEMENT. Each of the Stockholder Parties, the
trustee of the Lehmann Trusts (on behalf of the Lehmann Trusts and their
beneficiaries) and the trustees of the Barnickel Trust (on behalf of the
beneficiaries of the Barnickel Trust) will enter into a Registration Rights
Agreement (the "Registration Rights Agreement") with the Company as of the
Closing which would contain substantially the following provisions:

DEMAND AND PIGGY-BACK REGISTRATION RIGHTS. The holders of
registration rights would have in the aggregate not more than two rights to
demand registration of shares of Capital Stock and an unlimited number of
piggy-back registration rights for a period of five years following the
Closing, and one right to demand registration in the sixth year following the
Closing. The Company would pay the legal and other expenses of each
registration and offering, but the participants would pay the underwriting fees
to the extent of their participation.

TIME PERIOD FOR EXERCISING DEMAND RIGHTS. The holders of
registration rights would be permitted to exercise their demand rights at any
time over the first five years and during the sixth year following Closing (but
not within nine months of a previous registration in which they were entitled
to participate and not more than once per calendar year).

NUMBER OF SHARES ELIGIBLE TO BE REGISTERED. Subject to customary
cut-back rights of the Company, a minimum of 150,000 shares could be
registered, in the case of a demand registration, and a minimum of 20,000 and
maximum of 650,000 shares could be registered, in the case of a piggy-back
registration.

RIGHT OF FIRST REFUSAL. The Registration Rights Agreement would
provide that under certain circumstances the Company would have a right of
first refusal with respect to all or any portion of the shares of Capital Stock
requested to be registered pursuant to a demand or piggy-back registration, at
a price equal to the average closing price of the Capital Stock for the 20
business days immediately preceding the date of such request for registration.

CONDITIONS TO CLOSING. The obligations of the parties to consummate
the transactions contemplated in the Proposed Reorganization will be subject to
the satisfaction of certain conditions on or before the closing date, which
conditions include, among others: (i) approval of the Definitive Agreement by
the boards of directors of the Company and Barnickel Company, the Janes Family
and the holders of up to 90% of the Barnickel Trust beneficial interests; (ii)
the issuance of a favorable ruling from the Internal Revenue Service regarding
qualification of the Proposed Reorganization as a tax-free reorganization
within the meaning of Section 368(a)(1)(C) of the Code and regarding
<PAGE> 20

CUSIP No. 716723 10 1 SCHEDULE 13D Page 20 of 38 Pages

classification of the Barnickel Trust, in its year of termination, as a trust
within the meaning of Section 7701 of the Code.

MISCELLANEOUS. The Company will amend its Rights Agreement with
Society National Bank dated March 28, 1994 to provide that no rights issued
thereunder would become exercisable by reason of the transactions contemplated
by the Letter of Intent.

Consummation of the transactions contemplated by the Letter of Intent is
subject to negotiation and execution of the Definitive Agreement and other
necessary agreements on terms mutually satisfactory to the parties, receipt of
necessary regulatory approvals, and other conditions to Closing. No assurance
can be given that a Definitive Agreement will be reached or that such
transactions will be consummated.

* * * * *

BTC holds a total of 271,201 other shares of Capital Stock of the Company,
as described in Item 3 above. These shares have been 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. In its capacity
as trustee of certain employee benefit plans of the Company, BTC anticipates
that it will continue to purchase or sell shares of Capital Stock of the
Company in the open market or otherwise or distribute shares to plan
participants. Similarly, in its fiduciary capacity as trustee of individual
and other trusts, it anticipates that it may become the beneficial owner of
other shares of Capital Stock of the Company, and may purchase or sell other
shares of Capital Stock of the Company in the open market or otherwise or
distribute shares to plan participants or beneficiaries.

To the best of the knowledge of BBI and BTC, any shares beneficially owned
by any of the directors or executive officers of BBI or BTC were acquired for
investment purposes only.

To the best of the knowledge of Barnickel Company and the Barnickel Trust,
the other shares of Capital Stock beneficially owned by John C. Sexton were
acquired for investment purposes only.

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 V. To the best of the knowledge
of Barnickel Company and the Barnickel Trust, none of the directors or
executive officers of Barnickel Company (other than Genevieve J. Brown and
Michael V. Janes, as discussed below) beneficially own any shares of Capital
Stock of the Company except as set forth in Schedule VI.

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. The filing of this Schedule 13D should not be
construed as an admission that the Reporting Persons constitute a group or are
the beneficial owners of the shares indicated below.
<PAGE> 21

CUSIP No. 716723 10 1 SCHEDULE 13D Page 21 of 38 Pages

(a) The Reporting Persons may be deemed collectively to beneficially own
5,686,507 shares of Capital Stock, or 50.3% based on the number of shares
outstanding as of August 1, 1994, by reason of their group status.
Independently of the group, BBI and BTC may be deemed to beneficially own
5,608,561 shares of Capital Stock of the Company, or 49.6% based on the number
of shares outstanding as of August 1, 1994, as reported by the Company.

A total of 5,337,360 shares of Capital Stock of the Company, or 47.2% based
on the number of shares outstanding as of August 1, 1994, are beneficially
owned by Barnickel Company and the Barnickel Trust, in their independent
capacities apart from the group. Such shares may also be deemed to be
beneficially owned by BTC and Michael V. Janes, as co-trustees of the Barnickel
Trust.

A total of 400,302 and 133,434 shares of Capital Stock of the Company, or
3.54% and 1.18% based on the number of shares outstanding as of August 1, 1994,
may be deemed to be beneficially owned by Lehmann Trust I and Lehmann Trust II,
respectively, which shares reflect the indirect proportional interest of such
trusts in shares held by Barnickel Company.

A total of 851,140 shares of Capital Stock of the Company, or 7.52% based
on the number of shares outstanding as of August 1, 1994, may be deemed to be
beneficially owned by Genevieve J. Brown, in her independent capacity apart
from the group. Such total includes her indirect proportional interest in
800,604 shares of Capital Stock held by Barnickel Company, as to which she is
reporting shared voting and dispositive power.

A total of 801,104 shares of Capital Stock of the Company, or 7.1% based on
the number of shares outstanding as of August 1, 1994, may be deemed to be
beneficially owned by John V. Janes, Jr., in his individual and fiduciary
capacities apart from the group. John V. Janes, Jr. is reporting shared voting
and disposition power over 800,604 shares of Capital Stock, representing his
indirect proportional interest in share held by Barnickel Company.

A total of 5,463,660 shares of Capital Stock of the Company, or 48.3% based
on the number of shares outstanding as of August 1, 1994, are beneficially
owned by Michael V. Janes, including the shares beneficially owned by Barnickel
Company and the Barnickel Trust, in his independent capacity, apart from the
group.

A total of 824,004 shares of Capital Stock of the Company, or 7.3% based on
the number of shares outstanding as of August 1, 1994, may be deemed to be
beneficially owned by William B. Janes, in his independent capacity apart from
the group. Such total reflects his indirect proportional interest in 800,604
shares of Capital Stock held by Barnickel Company, as to which he is reporting
shared voting and dispositive power.

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 5,608,561 shares and shared
dispositive power over 5,575,800 shares. BTC has sole voting power over
131,733 shares; shared voting power over 5,476,828 shares; sole dispositive
power over 15,407 shares; and shared dispositive power over 5,560,393 shares.
<PAGE> 22

CUSIP No. 716723 10 1 SCHEDULE 13D Page 22 of 38 Pages

Barnickel Company may be deemed to have shared voting and dispositive power
over 5,337,360 shares of Capital Stock of the Company; the Barnickel 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 Barnickel Trust,
may be deemed to have shared voting and dispositive power over such shares.

The Lehmann Trust I and the Lehmann Trust II have sole voting and
dispositive power over no shares, and may be deemed to have shared voting power
over 400,302 and 133,434 shares, respectfully, which shares represent their
indirect proportional interests in the shares held by Barnickel Company.

Genevieve J. Brown may be deemed to have sole voting and dispositive power
over 11,946 shares and shared voting and dispositive power over 839,194 shares,
including an indirect proportional interest in 800,604 shares held by Barnickel
Company.

John V. Janes, Jr. has sole voting and dispositive power over 500 shares
and may be deemed to have shared voting and dispositive power over 800,604
shares, representing his indirect proportional interest in 800,604 shares held
by Barnickel Company.

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).

William B. Janes may be deemed to have sole dispositive power over 23,400
shares and shared voting and dispositive power over 800,604 shares,
representing his indirect proportional interest in 800,604 shares held by
Barnickel Company.

(c) All transactions in the Capital Stock of the Company that were
effected during the past 60 days (from October 1, 1994) by the Reporting
Persons are set forth on Schedule VII 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, III or IV has effected any transactions in
the Capital Stock of the Company during the past 60 days, except as shown on
Schedule VII.

(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 August 1, 1994,
except as follows: Barnickel Company, the Barnickel Trust and the following
beneficiaries of the Barnickel Trust: Genevieve J. Brown, John V. Janes, Jr.,
Michael V. Janes and William B. Janes.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

BTC is one of two co-trustees of the Barnickel Trust, which is governed by
the Will, a copy of which has been filed as Exhibit 1 to the Schedule 13D
previously filed on February 24, 1994, by BBI, BTC, Barnickel Company and the
<PAGE> 23

CUSIP No. 716723 10 1 SCHEDULE 13D Page 23 of 38 Pages

Barnickel Trust and is incorporated herein by reference. It is believed by BBI
and BTC that, under applicable law, matters relating to the voting or
disposition of securities held by the Barnickel Trust generally require the
approval of both of the trustees.

The Barnickel Trust is the beneficial owner of 90% of the common stock of
Barnickel Company. The Restated Articles of Incorporation and By-Laws of
Barnickel Company have been filed as Exhibits 2 and 3, respectively, to the
Schedule 13D previously filed on February 24, 1994 by BBI, BTC, Barnickel
Company and the Barnickel Trust, and are incorporated hereby by reference.

As noted in Item 4 above, on February 14, 1994 and at the recommendation of
BTC and Michael V. Janes, as co-trustees of the Barnickel Trust, the board of
directors of Barnickel Company authorized Barnickel Company to execute a letter
agreement with Morgan Stanley & Co. Incorporated for the purpose of exploring
possible transactions involving Barnickel Company, including a potential sale,
merger or reorganization. A copy of the letter agreement was filed as
Exhibit 4 to the Schedule 13D previously filed on February 24, 1994 by BBI,
BTC, Barnickel Company and the Barnickel Trust, and is incorporated herein by
reference.

As noted in Item 4 above, as of December 9, 1994, the Letter of Intent was
executed by the last Reporting Person (other than BTC, except in its capacity
as trustee of the Barnickel Trust and the Lehmann Trusts, and BBI).

To the best of the knowledge of BBI and BTC, none of the directors or
executive officers of BBI or BTC are parties to any contracts, arrangement,
understandings or relationships (legal or otherwise) between such persons and
any person with respect to any securities of the Company, except as follows:
(i) Andrew B. Craig, III, Chairman of the Board, President and Chief Executive
Officer of BBI, is a director of the Company; (ii) William E. Maritz, a
Director of BBI, is also a director of the Company; and (iv) V. Raymond
Stranghoener, an officer of BTC, is a director of Wm. S. Barnickel & Company.

To the best of the knowledge of Barnickel Company and the Barnickel Trust,
none of the directors or executive officers of Barnickel Company (other than
Michael V. Janes, as described above) is a party to any contracts, arrangement,
understandings or relationships (legal or otherwise) between any person with
respect to any securities of the Company, except for the Letter of Intent or
otherwise as follows: (i) Genevieve J. Brown shares voting and dispositive
power over 38,490 of her shares as co-trustee with BTC of a trust; (ii) V.
Raymond Stranghoener, an officer of BTC, is a director of Wm. S. Barnickel &
Company; (iii) John C. Sexton shares voting and dispositive power over his
shares with his spouse; (iv) Michael V. Janes, co-trustee of the Barnickel
Trust, is a director and officer of Wm. S. Barnickel & Company; additionally,
he shares voting and dispositive power over 60,800 shares as co-trustee with
BTC of certain family trusts; and (v) BTC shares voting and dispositive power
over 60,800 shares with Michael V. Janes as co-trustees of certain family
trusts.

None of the Janes (other than Genevieve J. Brown and Michael V. Janes, as
described above) is a party to any contracts, arrangement, understandings or
relationships (legal or otherwise) between such persons and any person with
respect to any securities of the Company, except for the Letter of Intent, as
described above, or otherwise as follows: William B. Janes has sole

<PAGE> 24

CUSIP No. 716723 10 1 SCHEDULE 13D Page 24 of 38 Pages

dispositive power over 23,400 shares held by a custody account with BTC, as to
which BTC has sole voting power.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1 Exhibit 1 Letter Agreement between the Company and Barnickel
Company, Barnickel Trust, the Lehmann Trusts and the Janeses.

The undersigned hereby agree that this statement is filed on behalf of each
of the Reporting Persons.

<PAGE> 25

CUSIP No. 716723 10 1 SCHEDULE 13D Page 25 of 38 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, dated in each case as of December 9, 1994.

BOATMEN'S BANCSHARES, INC.

December 9, 1994
--------------------------------------------------
Date

/S/ JOHN PETERS MACCARTHY
--------------------------------------------------
Signature

John Peters MacCarthy, Vice Chairman
--------------------------------------------------
(Name/Title)

BOATMEN'S TRUST COMPANY

December 9, 1994
--------------------------------------------------
Date

/S/ MARTIN E. GALT III
--------------------------------------------------
Signature

Martin E. Galt III, President
--------------------------------------------------
(Name/Title)

WILLIAM S. BARNICKEL TESTAMENTARY TRUST
BY: BOATMEN'S TRUST COMPANY, CO-TRUSTEE

December 9, 1994
--------------------------------------------------
Date

/S/ MARTIN E. GALT III
--------------------------------------------------
Signature

Martin E. Galt III, President
--------------------------------------------------
(Name/Title)

<PAGE> 26

CUSIP No. 716723 10 1 SCHEDULE 13D Page 26 of 38 Pages

WM. S. BARNICKEL COMPANY

December 9, 1994
--------------------------------------------------
Date

/S/ MICHAEL V. JANES
--------------------------------------------------
Signature

Michael V. Janes, President
--------------------------------------------------
(Name/Title)

JOHN S. LEHMANN TRUST F/B/O
FREDERICK W. LEHMANN III

By: Boatmen's Trust Company, Trustee

By: /S/ MARTIN E. GALT III
---------------------------------------------
Martin E. Galt III, President

JOHN S. LEHMANN TRUST F/B/O
JOHN S. LEHMANN, JR.

By: Boatmen's Trust Company, Trustee

By: MARTIN E. GALT III
---------------------------------------------
Martin E. Galt III, President

/S/ GENEVIEVE J. BROWN
---------------------------------------------
Genevieve J. Brown

/S/ JOHN V. JANES, JR.
---------------------------------------------
John V. Janes, Jr.

/S/ MICHAEL V. JANES
---------------------------------------------
Michael V. Janes

/S/ WILLIAM B. JANES
---------------------------------------------
William B. Janes

<PAGE> 27

CUSIP No. 716723 10 1 SCHEDULE 13D Page 27 of 38 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 The Janeses

Schedule V Interest in Securities of the Company of Directors and
Executive Officers of BBI and BTC

Schedule VI Interest in Securities of the Company of Directors and
Executive Officers of Barnickel Company

Schedule VII Transactions During the Past Sixty Days

Schedule VIII Description of INTERCO Incorporated Class Action Suit

<PAGE> 28

CUSIP No. 716723 10 1 SCHEDULE 13D Page 28 of 38 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; 8300 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;
2 Dunlora Lane, St. Louis MO 63131; U.S.A.

ILUS W. DAVIS, Director of BBI; Chairman of Kansas City office of
Armstrong, Teasdale, Schlafly & Davis, 1700 City Centre Square, 1100 Main
Street, Kansas City, MO 64105; 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, 818 Kansas Ave., Topeka KS 66612; U.S.A.

LEE M. LIBERMAN, Director of BBI; Chairman Emeritus of the Board and
Consultant, Laclede Gas Company, a gas utility; 10920 Schuetz Road, Suite One,
St. Louis MO 63146; U.S.A.

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; 1375 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.

<PAGE> 29

CUSIP No. 716723 10 1 SCHEDULE 13D Page 29 of 38 Pages

JERRY E. RITTER, Director of BBI; Executive Vice President, Chief
Financial 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, Vice Chairman 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.

<PAGE> 30

CUSIP No. 716723 10 1 SCHEDULE 13D Page 30 of 38 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.

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; President of BBI; Chairman of
the Board, The Boatmen's National Bank of St. Louis, One Boatmen's Plaza, 800
Market Street, St. Louis MO 63101; U.S.A.

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.

<PAGE> 31

CUSIP No. 716723 10 1 SCHEDULE 13D Page 31 of 38 Pages

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, Sverdrup
Corporation, an engineering and design company; 13723 Riverport Drive, Maryland
Heights MO 63043; U.S.A.

WILLIAM D. STAMPER, Director of BTC; President, W. D. Stamper Company,
a small capitalization investment company; 7777 Bonhomme, Suite 1006, St.
Louis, MO 63105; 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.

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, Kansas 66208; U.S.A.

<PAGE> 32

CUSIP No. 716723 10 1 SCHEDULE 13D Page 32 of 38 Pages

EUGENE F. WILLIAMS, JR., 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> 33

CUSIP No. 716723 10 1 SCHEDULE 13D Page 33 of 38 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> 34

CUSIP No. 716723 10 1 SCHEDULE 13D Page 34 of 38 Pages

SCHEDULE IV

THE JANESES

Set forth below are the names, residence or business addresses,
principal occupation or employment, and citizenship of Genevieve J. Brown, John
V. Janes, Jr., Michael V. Janes and William B. Janes:

GENEVIEVE J. BROWN, Vice President and Director of Barnickel Company;
Private Investor; 3 Indian Hill, St. Louis, MO 63124; U.S.A.

JOHN V. JANES, JR., Private Investor; 5528 Beach Drive West, Destin,
FL 32541; U.S.A.

MICHAEL V. JANES, President, Treasurer and Director of Barnickel
Company; Private Investor; 8000 Bonhomme, St. Louis, MO 63105; U.S.A.

WILLIAM B. JANES, Private Investor, 724 Tulalip Road N.E., Marysville,
WA 98271; U.S.A.

<PAGE> 35

CUSIP No. 716723 10 1 SCHEDULE 13D Page 35 of 38 Pages

SCHEDULE V

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:

<TABLE>
<CAPTION>
Sole Shared
Sole Voting Shared Voting Dispositive Dispositive
Name Power Power Power Power
------------------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>

Andrew B. Craig III 5,000* -- 5,000* --
William E. Maritz 5,000* -- 5,000* --
Samuel B. Hayes 1,000

- ----------
<FN>

* Includes 4,000 shares deemed to be beneficially owned pursuant to stock
options that are presently exercisable.

</TABLE>

<PAGE> 36

CUSIP No. 716723 10 1 SCHEDULE 13D Page 36 of 38 Pages

SCHEDULE VI

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 Barnickel
Trust, none of the directors or executive officers of Barnickel Company (other
than Genevieve J. Brown and Michael V. Janes, as discussed in Item 5 above)
beneficially own any shares of Capital Stock of the Company except as set forth
below:

<TABLE>
<CAPTION>
Sole Shared
Sole Voting Shared Voting Dispositive Dispositive
Name Power Power Power Power
------------------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>

John C. Sexton -- 100 -- 100
Michael V. Janes 62,000 5,401,660 62,000 5,401,660

</TABLE>

<PAGE> 37

CUSIP No. 716723 10 1 SCHEDULE 13D Page 37 of 38 Pages

SCHEDULE VII
<TABLE>

TRANSACTIONS DURING THE PAST SIXTY DAYS*

Identity of Person Date of Number of Price Per Description of
Transaction Shares Share Transaction
- ---------------------------------------- ----------- --------- --------- ---------------------------
<S> <C> <C> <C> <C>

BTC, as trustee of employee benefit plan 10/11/94 134 32.0 Purchase
BTC, as trustee of employee benefit plan 10/14/94 100 31.125 Purchase
BTC, as trustee of employee benefit plan 10/14/94 88 31.125 Purchase
BTC, as trustee of employee benefit plan 10/20/94 500 30.00 Purchase
BTC, as trustee of employee benefit plan 10/26/93 204 29.5 Sale
BTC, as trustee of employee benefit plan 11/03/94 2,600 29.75 Purchase
BTC, as trustee of employee benefit plan 11/03/94 3,900 29.75 Purchase
BTC, as trustee of employee benefit plan 11/03/94 87 29.75 Purchase
BTC, as trustee of employee benefit plan 11/16/94 356 28.00 Purchase
BTC, as trustee of employee benefit plan 11/16/94 35 28.00 Purchase
BTC, as trustee of employee benefit plan 11/16/94 391 28.00 Sale
BTC, as trustee of employee benefit plan 11/17/94 2,100 27.25 Sale
BTC, as trustee of employee benefit plan 11/17/94 81 N/A Distribution to participant
BTC, as trustee of employee benefit plan 11/17/94 167 N/A Distribution to participant
BTC, as trustee of employee benefit plan 11/25/94 3,875 27.00 Sale

- ----------
<FN>

* Computed from October 1, 1994

</TABLE>

<PAGE> 38

CUSIP No. 716723 10 1 SCHEDULE 13D Page 38 of 38 Pages

SCHEDULE VIII

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.

<PAGE> 1
EXHIBIT 1

November 21, 1994

CONFIDENTIAL

The Board of Directors Trustee
Wm. S. Barnickel & Company John S. Lehmann Trust f/b/o
c/o Mr. Jules Chasnoff John S. Lehmann, Jr.
Lowenhaupt & Chasnoff, L.L.C. c/o Mr. John L. Phillips, Jr.
10 South Broadway, Suite 600 Boatmen's Trust Company
St. Louis, MO 63102-1733 P. O. Box 14737
St. Louis, MO 63178

Trustees Trustee
William S. Barnickel John S. Lehmann Trust f/b/o
Testamentary Trust Frederick W. Lehmann III
c/o Mr. Jules Chasnoff c/o Mr. John L. Phillips, Jr.
Lowenhaupt & Chasnoff, L.L.C. Boatmen's Trust Company
10 South Broadway, Suite 600 P. O. Box 14737
St. Louis, MO 63102-1733 St. Louis, MO 63178

Michael V. Janes G. J. Brown
8 Glenview Road 3 Indian Hill
St. Louis, MO 63124 St. Louis, MO 63124

William B. Janes John V. Janes, Jr.
724 Tulalip Road N.E. 5528 Beach Drive West
Marysville, WA 98271 Destin, FL 32541

Ladies and Gentlemen:

The purpose of this letter is to outline the principal elements of a proposed
acquisition of assets (the "Proposed Transaction") pursuant to which Petrolite
Corporation, a Delaware corporation ("Petrolite"), would acquire substantially
all of the assets of Wm. S. Barnickel & Company, a Missouri corporation
("Barnickel Company"). Your concurrence in the proposal described herein by
execution of this letter in the spaces provided below will give rise to an
understanding in principle between the parties hereto, it being understood and
agreed that said understanding in principle will not be binding upon the
parties (except for the provisions of paragraphs 13, 14, 15 and 16 hereof, each
of which shall bind a party severally and only to the extent that such party is
referred to therein), and that the parties shall have no obligations with
respect to the Proposed Transaction unless and until Petrolite and Barnickel
Company enter into a definitive agreement (the "Definitive Agreement") and
certain collateral agreements relating thereto.

1. The Proposed Transaction would be structured as a transaction
qualifying as a reorganization within the meaning of Section
368(a)(1)(C) of the United States Internal Revenue Code of 1986, as
amended (the "Code"). Petrolite would acquire (i) all shares of
Petrolite capital stock ("Petrolite Capital Stock") owned by Barnickel
Company as of the closing of the Proposed Transaction (the "Closing"),
(ii) any interests (the "Trust Interests") in the William S. Barnickel
Testamentary Trust (the "Barnickel Trust") held by Barnickel Company
as of the Closing and (iii) the oil and gas properties owned by
Barnickel Company as of the Closing (the "O & G Properties");
provided, however, that if, with respect to any of the O & G
<PAGE> 2

The Board of Directors
Trustees, William S. Barnickel Testamentary Trust
Trustee, John S. Lehmann Trust f/b/o John S. Lehmann, Jr.
Trustee, John S. Lehmann Trust f/b/o Frederick W. Lehmann III
Michael V. Janes
G. J. Brown
William B. Janes
John V. Janes, Jr.
Page 2
November 21, 1994

Properties, there is any applicable right of first refusal, or it is
concluded by Petrolite after completion of the environmental audits as
described in paragraph 6 below and after consultation with its
advisers, that the existing or potential liabilities, including but
not limited to current and prospective environmental liabilities,
related to the property exceed the value of the property to Petrolite,
or that Petrolite would be unlikely to acquire good and marketable
title on a property from Barnickel Company, then the parties would
negotiate in good faith to address such concerns.

2. (a) Prior to the Closing, Barnickel Company would sell its
portfolio of marketable securities (the "Portfolio"). After
establishing reserves for or paying (i) the federal and state
income taxes attributable to Barnickel Company's sale of the
Portfolio (less the amount of such taxes to be assumed by
Petrolite under paragraph 5 below), (ii) the trustees' fees
(the "Trustees' Fees") payable to the trustees of the
Barnickel Trust (the "Barnickel Trustees") upon the
distribution of the assets of the Barnickel Trust to the
holders of the Trust Interests contemplated to occur under
subparagraph (b) of this paragraph (and any proportional
payments to the trustee (the "Lehmann Trustee") of the John S.
Lehmann Trust f/b/o John S. Lehmann, Jr. and the John S.
Lehmann Trust f/b/o Frederick W. Lehmann III (collectively,
the "Lehmann Trusts"), (iii) "known claims" for discharging
Barnickel Company's liabilities following the procedure set
forth in Section 351.478 of the Missouri General and Business
Corporation Law (the "Missouri Corporation Law"), (iv) the
insurance premium for Barnickel Company's Officer and Director
Liability Insurance Policy for up to a six year period
following the Closing with coverage of up to $10,000,000; and
(v) any other administrative expenses, in an aggregate amount
to be agreed upon in the Definitive Agreement, associated with
the dissolution of Barnickel Company and the distribution of
the Barnickel Trust, Barnickel Company would offer to purchase
Trust Interests from the beneficiaries of the Barnickel Trust
("Barnickel Trust Beneficiaries") (or those of them selected
by Barnickel Company) other than Michael V. Janes, G. J.
Brown, William B. Janes and John V. Janes, Jr. (any one such
person referred to herein as a "Janes" and collectively as the
"Janeses"), and other than the Janes Family (as defined in
paragraph 7(c) below) (and, in the discretion of Barnickel
Company, to purchase its shares held by the Lehmann Trusts),
and would use as much of the unreserved proceeds from the sale
of the Portfolio to effect such purchases as Trust Interests
(and, if so elected, shares of Barnickel Company) are
available. It is contemplated by Barnickel Company that the
<PAGE> 3

purchase price for each Barnickel Trust Beneficiary's Trust
Interest so purchased shall be equal to the value of the
assets such Barnickel Trust Beneficiary otherwise would be
entitled to receive as a holder of such Trust Interest under
subparagraph (b) of this paragraph, assuming for such purpose
that (i) no purchase of Trust Interests were to occur and (ii)
each share of Petrolite Capital Stock to be distributed is
equal in value to the average closing price of Petrolite
Capital Stock for the 20 business days immediately preceding
Barnickel Company's offer to purchase the Trust Interests.

(b) As soon as practicable after the Closing, Barnickel Company
would be dissolved and its remaining assets (excluding the
foregoing reserves other than the Trustees' Fees, which would
be paid in conjunction with the distribution of the assets of
the Barnickel Trust) would be distributed to its stockholders,
namely the Barnickel Trust (or, if earlier distributed, its
beneficiaries) and the Lehmann Trusts. Immediately upon
receiving such assets from Barnickel Company, the Barnickel
Trust (if not earlier distributed) would distribute such
assets, including the shares of Petrolite Capital Stock it
received from Barnickel Company upon its dissolution, to the
holders of the Trust Interests (including Petrolite).
Notwithstanding the foregoing, (i) Petrolite shares, as
evidenced by the certificates therefor, representing the
"Continuity Amount", as hereinafter defined, would not be so
distributed to the Barnickel Trust Beneficiaries (other than
Petrolite) and the Lehmann Trustee, but would be deposited
under a custodial arrangement on behalf of such distributees
(pursuant to action by the Barnickel Trustees and the Lehmann
Trustee, or the Barnickel Beneficiaries and the Lehmann
Trustee) as provided in paragraph 12 below; and (ii) Petrolite
shares, as evidenced by the certificates therefor, in
approximate value up to $10,000,000 would not be so
distributed to the Barnickel Trust Beneficiaries (other than
Petrolite) and the Lehmann Trustee, but would be deposited
under a custodial arrangement for up to five years, and would
be available for sale in satisfaction of the indemnification
obligations contemplated by paragraph 10(b) below, as may be
specified further in the Definitive Agreement, and to the
extent such shares are not used to satisfy any such
indemnification obligations during such five-year period, such
shares would be distributed to the owners thereof. At all
meetings or votes, consents or authorizations of Petrolite's
stockholders between the Closing and the distribution of the
Barnickel Trust assets to the Barnickel Trust Beneficiaries,
the Petrolite Capital Stock held by Barnickel Company, the
<PAGE> 4

Barnickel Trust or under the custodial arrangements described
in clauses (i) and (ii) of this paragraph 2(b) will be voted
by Barnickel Company and/or the Barnickel Trust for or against
or abstain in the same proportion as the shares owned by all
other stockholders of Petrolite (excluding Barnickel Company
and the Barnickel Trust). Both of the custodial arrangements
described in clauses (i) and (ii) of this paragraph 2(b) would
provide that the right to vote, and to receive any dividends
or distributions with respect to, the shares subject thereto
will remain with or be passed through to the beneficial owners
of the shares.

(c) Petrolite would amend its Rights Agreement with Society
National Bank dated March 28, 1994 to provide expressly, and
in form reasonably satisfactory to Barnickel Company's
counsel, that no rights issued thereunder would become
exercisable by reason of (i) the issuance by Petrolite of its
shares of Capital Stock to Barnickel Company as contemplated
in paragraphs 3, 4 and 6 below; (ii) the distribution of
Petrolite Capital Stock by Barnickel Company to the Barnickel
Trust as contemplated by subparagraph (b) of this paragraph;
(iii) the distribution of Petrolite Capital Stock by the
Barnickel Trust as contemplated by subparagraph (b) of this
paragraph; (iv) the agreements or actions of the Janeses and
the Principals to effectuate their rights to propose Board
nominees as contemplated by subparagraph 7(a) below; (v) the
deposit, retention, and subsequent release of the "Continuity
Amount" under the custodial arrangement contemplated by clause
(i) of paragraph 2(b) above; (vi) the deposit, retention, and
subsequent release of shares of Petrolite Capital Stock under
the custodial arrangement contemplated by clause (ii) of
paragraph 2(b) above; and (vi) any actions required in order
to implement any provision related to registration rights
contemplated by paragraph 9 below.

(d) Barnickel Company would effect its dissolution in compliance
with the dissolution provisions of the Missouri Corporation
Law and would satisfy the procedures set forth in
Sections 351.478 and 351.482 of the Missouri Corporation Law
relating to "known claims" and "unknown claims".

3. Petrolite would issue new shares of Petrolite Capital Stock to
Barnickel Company in an amount equal to the number of shares of
Petrolite Capital Stock owned by Barnickel Company as of the Closing.
The issuance of such shares and the shares of Petrolite Capital Stock
contemplated by paragraphs 4 and 6 below, and the distribution of such
shares to Barnickel Company's stockholders and the Barnickel Trust
<PAGE> 5

Beneficiaries as contemplated by this letter, shall be appropriately
registered by Petrolite under the Securities Act of 1933 and
qualified, unless exempt, under applicable state "blue sky" laws.

4. Petrolite would also issue to Barnickel Company a number of new shares
of Petrolite Capital Stock equal to the product of (a) the aggregate
number of shares of Petrolite Capital Stock to be issued to Barnickel
Company under paragraphs 3 and 6 hereof and (b) a fraction, the
numerator of which would be the aggregate percentage ownership
interest in Barnickel Company indirectly owned by the Trust Interests
purchased by Barnickel Company pursuant to paragraph 2(a) above,
expressed as a fraction and calculated as if no such purchases were to
occur (the "Purchased Trust Interest Fraction"), and the denominator
of which would be one minus the Purchased Trust Interest Fraction.
(For example, if the aggregate number of Petrolite shares issued under
paragraphs 3 and 6 were 5,500,000 shares, and the purchased Trust
Interests represented a 20% indirect interest in Barnickel Company,
the number of Petrolite shares to be issued for the purchased Trust
Interests would be 5,500,000 (.20/1-.20) = 5,500,000 (.25) = 1,375,000
shares. As a result, the shares issued by Petrolite for the purchased
Trust Interests would be equal to the number of shares received by
Petrolite upon the distribution of the Barnickel Trust.)

5. Petrolite would assume (i) all liabilities associated with the O & G
Properties acquired by Petrolite; (ii) the obligations of Barnickel
Company with respect to the documented fees and expenses of Barnickel
Company's appraiser(s) and financial, legal and accounting advisers
(the "Advisory Fees") in connection with the Proposed Transaction; and
(iii) a portion of the liabilities of Barnickel Company for the
federal income taxes attributable to Barnickel Company's sale of the
Portfolio; provided, however, that in no event would Petrolite's
liability with respect to such documented Advisory Fees and federal
income tax liabilities exceed $9,000,000 in the aggregate, and
provided further that Petrolite would pay to Barnickel Company cash in
an amount equal to any excess of $9,000,000 over the sum of such
documented Advisory Fees and federal income tax liabilities.
Petrolite would not assume any other liabilities of Barnickel Company,
including but not limited to, any income or other taxes,
indemnification or other liabilities of Barnickel Company or its
officers or directors arising out of or relating to the Proposed
Transaction or obligations resulting from the perfection of dissenting
shareholder rights under the Missouri Corporation Law; provided,
however, that Petrolite would represent and warrant to Barnickel
Company that to its best knowledge neither Petrolite nor any member of
Petrolite's management, including its Assistant Treasurer, Director of
Taxes, has any knowledge of any fact, circumstance or situation
involving Barnickel Company, or any employee or agent thereof,
<PAGE> 6

relating to the operation of Barnickel Company prior to December 8,
1993, which might reasonably be expected to give rise to any
liability, including any liability for indemnification, against
Barnickel Company.

6. Petrolite would also issue new shares of Petrolite Capital Stock to
Barnickel Company equal in value to the after-tax fair market value
(using Petrolite's marginal tax rate) of the O & G Properties acquired
by Petrolite; provided, that in computing the after-tax fair market
value of the O & G Properties acquired by Petrolite, such value would
be reduced by an amount to be determined by the parties, but not
greater than $100,000. Fair market value of the O & G Properties
would be based on an independent appraisal performed by an appraiser
selected and paid by Barnickel Company and reasonably satisfactory to
Petrolite, in accordance with procedures substantially similar to
those outlined in the letter of Miller and Lents, Ltd. dated July 7,
1994 to William E. Nasser (a copy of which is attached hereto as
Attachment 1); provided, however, that for purposes of such appraisal,
the appraiser would assume that the purchaser's corporate income tax
rate would equal Petrolite's marginal tax rate of 37.6%. The number
of new shares of Petrolite Capital Stock that would be issued to
Barnickel Company in respect of the O & G Properties acquired by
Petrolite would be based upon the average of the closing prices of
Petrolite Capital Stock on the NASDAQ National Market System for the
20 consecutive trading days immediately preceding the fifth trading
day before the Closing (the "Average Trading Price"). On or before
December 20, 1994, Petrolite would have the right to conduct, and
would use its best efforts to complete, Phase One environmental audits
satisfactory to Petrolite on each of the O & G Properties and conduct
such review of Barnickel Company's title to such properties as it
considered necessary or desirable, (and also subject to the proviso in
paragraph 1 above).

7. (a) Upon the Closing, pursuant to the Stockholder Agreements
described in paragraph 8 below (the "Stockholder Agreements"),
the Petrolite Board of Directors (the "Board") would amend
Petrolite's bylaws to increase the size of the Board to eleven
directors and appoint to the Board two persons proposed by
Barnickel Company, subject to the conditions set forth below,
for a period commencing as of the Closing and expiring as of
Petrolite's first annual meeting following the Closing. The
Board would agree to (i) renominate such directors who remain
willing and able to serve, and, if any such director becomes
unwilling or unable to serve, such other person as would be
proposed jointly by the owners of the Petrolite Capital Stock
held under the custodial arrangement contemplated by clause
(i) of paragraph 2(b) above (the "Principals"), subject to the
<PAGE> 7

conditions set forth below, for election as directors at the
first and second annual meetings following the Closing; (ii)
nominate two persons as would be proposed jointly by the
Principals, subject to the conditions set forth below, for
election as directors at each subsequent annual meeting for so
long as any Petrolite Capital Stock is held under such
custodial arrangement; and (iii) nominate two persons as would
be proposed jointly by the Janeses, subject to the conditions
set forth below, for election as directors at each annual
meeting thereafter; provided, however, that any of (i), (ii)
or (iii) above shall apply only for so long as the Janeses are
beneficial owners (as that term is defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") except as provided in paragraph 7(c) below) of 15% or
more, in the aggregate, of Petrolite's outstanding Capital
Stock; provided, however, that for the initial five year
period after the Closing the calculation of the percentage of
Petrolite Capital Stock beneficially owned by the Janeses
would be based upon the lesser of the Petrolite Capital Stock
outstanding immediately after the Closing or the amount then
currently outstanding. The Stockholder Agreements also would
provide that in the event the Janeses' aggregate beneficial
ownership of Petrolite's outstanding Capital Stock is 10% or
more but less than 15%, the Principals or the Janeses, as the
case may be, would be entitled to propose only one person for
election to the Board, and in the event the Janeses' aggregate
beneficial ownership of Petrolite's outstanding Capital Stock
is less than 10%, the Principals or the Janeses, as the case
may be, would no longer be entitled to propose any persons for
election to the Board by virtue of the Stockholder Agreements.
In each case, any nominees proposed in the manner provided
above would be subject to approval of the Board's Nominating
Committee and the Board, each of which may determine, in the
exercise of its reasonable business judgment and taking into
account the purpose of this provision, that such nomination is
not appropriate under the circumstances. In any instance in
which any such nominee is rejected by the Nominating Committee
or the Board, Barnickel Company, the Principals or the
Janeses, as the case may be, would be entitled to propose
successive substitute nominees for consideration until the
Nominating Committee's and the Board's approvals are obtained.
The Board would recommend to the stockholders the election of
such nominee approved by the Nominating Committee and the
Board, and would use all reasonable efforts to solicit proxies
on such nominee's behalf. During the five year period
following the Closing, the Board's Executive and Nominating

<PAGE> 8

Committees would each include at least one director appointed
or nominated under this subparagraph (a).

(b) The Stockholder Agreements also would provide for
proportionate increases in the number of Board nominees which
the Principals or the Janeses are entitled to propose in the
event the size of the Board is increased after the date of the
Stockholder Agreements.

(c) Any determination of beneficial ownership under subparagraph
7(a) or other provisions of this letter would be made in
accordance with Rule 13d-3 under the Exchange Act; provided,
however, that for purposes of this paragraph 7, (i) for the
ten-year period following the Closing, a Janes would be deemed
to have beneficial ownership of any shares of Petrolite
Capital Stock transferred by him/her and beneficially owned by
his/her spouse, child or grandchild or the spouse of any of
them, or a trust for their benefit as defined in the
Definitive Agreement and, in the case of Michael Janes for
only the initial five-year period following the Closing and
notwithstanding clause (ii) of this subparagraph (c), by a
charitable trust or foundation established by him
(collectively the "Janes Family") and (ii) after the initial
five-year period following the Closing such beneficial
ownership would be reduced upon the death of a Janes by the
number of shares beneficially owned by the decedent and the
number of shares attributable to the decedent under clause
(i) of this subparagraph (c).

8. Each of the Janeses, and any Janes Family member, trustee therefor or
personal representative thereof who is or becomes during the term of
the Stockholder Agreements the beneficial owner of any Petrolite
Capital Stock (collectively referred to herein as the "Stockholder
Parties") would execute a Stockholder Agreement with Petrolite (and
any purported transfer to a Stockholder Party failing or refusing to
execute a Stockholder Agreement would be deemed null and void), which
agreement would contain the following restrictions:

(a) Transfers to 10% Holders: The Stockholder Parties would agree
not to offer, sell or transfer any shares of Petrolite Capital
Stock prior to January 1, 1997 to any person who then
beneficially owns, or as a result of such transaction would
beneficially own, 10% or more of the outstanding Petrolite
Capital Stock; provided, however, that the Stockholder Parties
would have the right to participate without restriction in any
tender offer made to all stockholders of Petrolite provided
that if the Board opposes such offer, the Stockholder Parties
<PAGE> 9

would have the right only to tender their shares in the same
proportion as the shares owned by stockholders other than the
Stockholder Parties, their affiliates and associates are
tendered and that no tender or arrangement to tender any
shares would be made more than 48 hours prior to the scheduled
expiration of the tender offer.

(b) Resales of Petrolite Capital Stock: Except through a
secondary offering referenced in paragraph 9 below or pursuant
to the provisions of paragraph (d) of SEC Rule 145, the
Stockholder Parties would agree not to engage in any open
market sale of shares of Petrolite Capital Stock prior to
January 1, 1997.

(c) Right of First Refusal: The Stockholder Parties would agree
not to engage in a private sale of shares of Petrolite Capital
Stock prior to January 1, 1997 without giving Petrolite a
right of first refusal on the proposed private sale; provided,
however, that this right of first refusal would not apply to
any such private sale between the Janeses, or by any of them
to his/her affiliates, associates or Janes Family members.

(d) Additional Acquisition of Petrolite Capital Stock: The
Stockholder Parties would agree not to acquire, directly or
indirectly, prior to January 1, 1997 additional shares of
Petrolite Capital Stock that would result in the aggregate
beneficial ownership of Petrolite Capital Stock by the
Stockholder Parties and their affiliates increasing as a
percentage of the Petrolite Capital Stock then outstanding to
an amount greater than the percentage plus one of the
Petrolite Capital Stock outstanding beneficially owned by them
as of the Closing (computed as if the Petrolite Capital Stock
to be distributable to a Trust Interest then held by Barnickel
Company were not then outstanding).

(e) Standstill Provisions: The Stockholder Parties would agree
that, prior to the earlier of Petrolite's 1997 Annual Meeting
and June 30, 1997, without the prior approval of the Board,
neither they nor any of their affiliates would (i) call or
participate in any manner in calling a special meeting of
stockholders of Petrolite other than a special meeting of
stockholders the call of which is supported by a majority of
the Board, (ii) submit any stockholder proposal to be voted
upon at any annual or special meeting of stockholders of
Petrolite, (iii) institute, encourage or participate in any
proxy or consent solicitation with respect to a vote of
Petrolite's stockholders (except for activities undertaken in
<PAGE> 10

their capacity as a director of Petrolite in connection with
solicitations by the Board), or (iv) publicly or privately
propose, encourage, solicit or participate in the solicitation
of any person or entity to acquire, offer to acquire or agree
to acquire, by merger, tender offer, purchase or otherwise,
Petrolite or a substantial portion of its assets or more than
1% of the outstanding Petrolite Capital Stock (except in
connection with demand or piggy-back registrations
contemplated to occur under paragraph 9 below or other market
sales pursuant to open market transactions).

(f) Voting; Representation: At all meetings or votes, consents or
authorizations of Petrolite's stockholders up to and including
Petrolite's 1997 Annual Meeting, the Stockholder Parties would
agree to vote or use their reasonable best efforts to direct
the voting of all shares of Petrolite Capital Stock
beneficially owned by them and their affiliates with respect
to the election of directors and all other matters either
(i) in accordance with the recommendations of the Board or
(ii) for or against or abstaining in the same proportion as
the shares owned by all other stockholders (excluding each of
the Stockholder Parties or their representatives that is a
Petrolite stockholder) are voted or abstained from voting with
respect to such matters; provided, however, that this
restriction shall not apply to voting with respect to the
following transactions when a stockholder vote is required by
applicable law, the rules of the National Association of
Securities Dealers or any applicable exchange on which the
Petrolite Capital Stock is listed for trading and an
affirmative vote on the transaction is recommended by the
Petrolite Board: (1) a merger of Petrolite with another
corporation; (2) a sale of 50% or more of the assets of
Petrolite; and (3) the purchase of assets where the purchased
assets would constitute more than 25% of Petrolite's assets.
The Stockholder Parties would further agree that all the
shares of Petrolite Capital Stock beneficially owned by them
shall be represented in person or by proxy at all meetings and
that they and their affiliates would not deposit any such
shares of Petrolite Capital Stock in a voting trust or enter
into a voting agreement or other agreement of similar effect
with any other person, except with respect to the custodial
arrangements contemplated by clauses (i) and (ii) of paragraph
2(b) above, or with Janes Family members or the Principals for
the sole purpose of effectuating the proposed Board nominees
for purposes of paragraph 7 hereof.

<PAGE> 11

9. Each of the Stockholder Parties, the Lehmann Trustee and the Barnickel
Trustees would enter into a Registration Rights Agreement with
Petrolite for the benefit of (i) themselves; (ii) the Barnickel Trust
Beneficiaries other than the Stockholder Parties (subject to the
establishment of a procedure for assignment of registration rights
thereto reasonably satisfactory to Petrolite); and (iii) to the extent
that they receive vested ownership of Petrolite Capital Stock issued
by Petrolite in accordance with the Proposed Transaction, the
beneficiaries of the Lehmann Trusts (the "Lehmann Trust
Beneficiaries") (collectively, for purposes of this paragraph 9, the
"Holders"), which agreement would contain the following provisions:

(a) Number of Demands; Piggy-back Rights: The Holders would have
in the aggregate not more than two rights to demand
registration and an unlimited number of piggy-back
registration rights for five years following the Closing, and
one right to demand registration in the sixth year following
the Closing (or earlier with the consent of the Principals).
Petrolite would pay the legal and other expenses of the
registration and offering but the participating Holders would
pay the underwriting fees to the extent of their
participation. For purposes of this subparagraph, a demand
registration requested by one or more Holders would be deemed
to exhaust one demand registration right by all the Holders.

(b) Time Period for Exercising Demand Rights: The Holders would
be permitted to exercise their demand rights at any time over
the first five years and during the sixth year following the
Closing (but not within nine months of a previous registration
in which they were entitled to participate and not more than
once per calendar year).

(c) Number of Shares Eligible to be Registered: Subject to
paragraph 12 below, there would be no maximum number of shares
that could be registered in any single demand registration,
and the minimum number would be 150,000 shares. The maximum
number of shares that could be registered in any single piggy-
back registration would be 650,000 shares, and the minimum
number would be 20,000 shares. The number of shares requested
to be registered in either a demand or piggy-back registration
would be subject to customary cut back rights.

(d) Right of First Refusal: Petrolite would have the option of
buying all or any portion of the shares requested to be
registered by the participating Holders in lieu of registering
them pursuant to demand or piggy-back registrations at a price
equal to the average closing price of Petrolite Capital Stock
<PAGE> 12

for the 20 business days immediately preceding the date of
such request for registration and based upon procedures to be
set forth in the Registration Rights Agreement; provided,
however, that Petrolite's right to buy less than all of such
shares may be exercised only if the opportunity for an
underwritten offering of the balance of such shares not bought
by Petrolite would remain available to the participating
Holders on terms substantially similar to the terms available
to them if Petrolite had not bought any such shares; and
provided, further, that any shares bought by Petrolite
pursuant to this right of first refusal in lieu of registering
them pursuant to any registration would be deemed to be
registered for the purpose of satisfying the numerical
eligibility requirement for such registration under
subparagraph (c) of this paragraph.

10. (a) If the Proposed Transaction is approved by the affirmative
vote of the Barnickel Trust Beneficiaries other than Barnickel
Company representing equitable ownership of an amount
satisfactory to the Barnickel Trustees up to 90% of the Trust
Interests (not equitably owned by Barnickel Company), (i) the
Barnickel Trustees would vote the shares of Barnickel Company
then held by the Barnickel Trust for the Proposed Transaction,
and (ii) the Board of Directors of Barnickel Company would
vote the shares of Petrolite Capital Stock held by Barnickel
Company for the Proposed Transaction if a Petrolite
stockholder vote is solicited; provided, however, that if not
so approved, no person shall have any further obligation,
right or liability hereunder.

(b) As a part of the Proposed Transaction, (i) the officers and
directors of Barnickel Company shall have received rights of
indemnification from the Barnickel Trust Beneficiaries and the
Lehmann Trusts as specified in the Definitive Agreement; and
(ii) the Barnickel Trustees (in their capacity as owner of
stock of Barnickel Company but not as to their fiduciary
capacity as trustees of the Barnickel Trust) and Morgan
Stanley & Co. Incorporated shall have received comparable
rights of indemnification as specified in the Definitive
Agreement, except that such indemnification of Morgan Stanley
& Co. Incorporated would be limited in scope by the terms of
Barnickel Company's letter of indemnity dated March 1, 1994.
The indemnification rights shall apply only after the
exhaustion of any insurance proceeds applicable to the matters
otherwise subject to such indemnity rights.

<PAGE> 13

11. In their capacities as Barnickel Trust Beneficiaries, the Janeses
would agree to approve the Proposed Transaction. The Lehmann Trustee
would also agree to approve the Proposed Transaction as shareholder(s)
of Barnickel Company.

12. During the five-year period from the date of the Closing Petrolite
shares, as evidenced by the certificates therefor, representing an
amount of stock equal to the "Continuity Amount" (as hereinafter
defined) of Petrolite Capital Stock would be deposited by or on behalf
of the distributees thereof upon dissolution of Barnickel Company and
the distribution of the Barnickel Trust, under a custodial
arrangement; provided, however, that at any time and from time to time
upon receipt of an opinion of tax counsel reasonably satisfactory in
form and in substance to Petrolite and its counsel and Lowenhaupt &
Chasnoff, L.L.C. that a sale of a portion of such Continuity Amount
would not violate the "continuity of interest" requirements imposed
under Section 368 of the Code and related regulations, such custodian
would be required to release the certificates representing such
portion in the manner provided under such custodial arrangement. For
purposes of this paragraph 12, the "Continuity Amount" shall be the
number of shares of Petrolite Capital Stock equal in value, as of the
Closing, to one-half the value of the outstanding Barnickel Company
stock as of the Closing plus one-half of the value of any Barnickel
Company stock purchased from the Lehmann Trusts prior to the Closing.
In addition to the foregoing, Barnickel Company and Petrolite would
agree to use all reasonable efforts to take, or cause to be taken, all
appropriate action, and to use all reasonable efforts to do, or cause
to be done, all things necessary, proper or advisable under law to
cause the Proposed Transaction to qualify as a reorganization within
the meaning of Section 368(a)(1)(C) of the Code and to obtain the
appropriate tax rulings to such effect. The Proposed Transaction
would not take place without a ruling from the Internal Revenue
Service reasonably satisfactory to counsel for Petrolite and Barnickel
Company that the Proposed Transaction will constitute a reorganization
within the meaning of Section 368(a)(1)(C) of the Code, and without a
ruling reasonably satisfactory to counsel for the Barnickel Trustees
that the Barnickel Trust, in its year of termination, will be
classified as a trust within the meaning of Section 7701 of the Code
for purposes relating to its taxation.

13. Until December 31, 1994 (or if a Definitive Agreement is entered into
before December 31, 1994, until the Closing or termination of the
Definitive Agreement), the parties agree not to directly or
indirectly, solicit, negotiate, participate in or continue any
discussions, or enter into any agreements, arrangements or
understandings relating to any other proposal contemplating a merger,
consolidation, liquidation, sale of Barnickel Company's Petrolite
<PAGE> 14

Capital Stock or other similar action with any person or entity, and
further agree not to solicit, encourage or participate in the
solicitation of any third party to initiate any action to accomplish
or facilitate any of the foregoing.

14. Each of the parties shall maintain the confidentiality of all non-
public information identified as such and given to them by Petrolite,
and such information will not be disclosed by Barnickel Company or its
representatives (except to the parties hereto) without the consent of
Petrolite or unless required by law or legal process. Petrolite
agrees to and shall similarly maintain the confidentiality of all non-
public information supplied to it by Barnickel Company.

15. The parties hereto agree that, to the maximum extent feasible, but
subject to the public disclosure and reporting obligations, pursuant
to the Exchange Act, of Petrolite, Barnickel Company, Boatmen's
Bancshares, Inc., Boatmen's Trust Company, the Barnickel Trust, the
Lehmann Trusts and any of the Janeses, they shall advise each other
prior to the issuance of any reports, statements or releases
pertaining to this letter of intent or the implementation thereof.

16. Petrolite and Barnickel Company shall negotiate in good faith toward
entering into a Definitive Agreement with respect to the Proposed
Transaction.

If the foregoing is in accordance with your understanding of the Proposed
Transaction and constitutes a mutually satisfactory basis for proceeding with
the preparation by Petrolite and Barnickel Company of a Definitive Agreement,
please so indicate by signing and dating this letter in the place indicated
below and returning one fully executed original to the undersigned.

Very truly yours,

PETROLITE CORPORATION

By: /S/ WILLIAM NASSER
-------------------------------------
William Nasser
Chairman, President and
Chief Executive Officer

<PAGE> 15

Accepted and Approved as of
this 9th day of December, 1994:

WM. S. BARNICKEL & COMPANY

By: /S/ MICHAEL V. JANES
---------------------------------
Name: Michael V. Janes
Title: President

TRUSTEES UNDER THE WILLIAM S. BARNICKEL
TESTAMENTARY TRUST

/S/ MICHAEL V. JANES
---------------------------------
Michael V. Janes

BOATMEN'S TRUST COMPANY

By:/S/ JOHN PETERS MACCARTHY
-------------------------

TRUSTEE UNDER THE JOHN S. LEHMANN
TRUST F/B/O JOHN S. LEHMANN, JR.

BOATMEN'S TRUST COMPANY

By:/S/ JOHN PETERS MACCARTHY
-------------------------

TRUSTEE UNDER THE JOHN S. LEHMANN
TRUST F/B/O FREDERICK S. LEHMANN III

BOATMEN'S TRUST COMPANY

By:/S/ JOHN PETERS MACCARTHY
-------------------------

/S/ MICHAEL V. JANES
- ------------------------------------------
Michael V. Janes

/S/ G. J. BROWN
- ------------------------------------------
G. J. Brown

<PAGE> 17

/S/ WILLIAM B. JANES
- ---------------------------------------
William B. Janes

/S/ JOHN V. JANES, JR.
- ---------------------------------------
John V. Janes, Jr.