PETROLITE CORP, SC 13D/A, 1995-02-10

PETROLITE CORP
SC 13D/A, 1995-02-10
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. 4)*

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)

February 7, 1995
------------------------------------------------------
(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 35 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 35 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 5,618,778 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0- shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,586,017 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,687,124 shares (See item 5 below)
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] [N/A]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

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

<PAGE> 3

CUSIP No. 716723 10 1 SCHEDULE 13D Page 3 of 35 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 141,950 shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,476,828 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 15,632 shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,570,385 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

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

<PAGE> 4

CUSIP No. 716723 10 1 SCHEDULE 13D Page 4 of 35 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

50.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

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

<PAGE> 5

CUSIP No. 716723 10 1 SCHEDULE 13D Page 5 of 35 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

50.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

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

<PAGE> 6

CUSIP No. 716723 10 1 SCHEDULE 13D Page 6 of 35 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

50.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

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

<PAGE> 7

CUSIP No. 716723 10 1 SCHEDULE 13D Page 7 of 35 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

50.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

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

<PAGE> 8

CUSIP No. 716723 10 1 SCHEDULE 13D Page 8 of 35 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

50.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

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

<PAGE> 9

CUSIP No. 716723 10 1 SCHEDULE 13D Page 9 of 35 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

50.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

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

<PAGE> 10

CUSIP No. 716723 10 1 SCHEDULE 13D Page 10 of 35 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 52,400 shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,411,260 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 52,400 shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,411,260 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

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

<PAGE> 11

CUSIP No. 716723 10 1 SCHEDULE 13D Page 11 of 35 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

50.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

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

<PAGE> 12

CUSIP No. 716723 10 1 SCHEDULE 13D Page 12 of 35 Pages

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

Fairfax F. Pollnow ###-##-####
- -------------------------------------------------------------------------------
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 -0- shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0- shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0- shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

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

<PAGE> 13

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

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

Wayne J. Grace ###-##-####
- -------------------------------------------------------------------------------
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 -0- shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0- shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0- shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

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

<PAGE> 14

CUSIP No. 716723 10 1 SCHEDULE 13D Page 14 of 35 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"); Fairfax F. Pollnow; and
Wayne J. Grace. BBI, BTC, Barnickel Company, the Barnickel Trust, Lehmann
Trust I, Lehmann Trust II, Genevieve J. Brown, John V. Janes, Jr., Michael V.
Janes, William B. Janes, Fairfax F. Pollnow, and Wayne J. Grace are hereinafter
referred to as the "Reporting Persons."

This Amendment No. 4 is being filed on behalf of the Reporting Persons
and supplements the information set forth in Schedule 13D filed on February 24,
1994, as amended by Amendments No.1, No.2 and No. 3 filed on, respectively,
April 8, 1994, July 11, 1994 and December 9, 1994.

This amendment also reflects the addition of Fairfax F. Pollnow and
Wayne J. Grace 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.

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

<PAGE> 15

CUSIP No. 716723 10 1 SCHEDULE 13D Page 15 of 35 Pages

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 and Messrs. Pollnow and Grace.

Neither Mr. Pollnow nor Mr. Grace 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 47.1%) of the Company.

BTC holds a total of 281,418 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, of which
9,600 shares were contributed to a private foundation, as to which BTC serves
as investment adviser; (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
<PAGE> 16

CUSIP No. 716723 10 1 SCHEDULE 13D Page 16 of 35 Pages

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.

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.

As previously reported, 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 original Schedule 13D previously filed on February
24, 1994 by BBI, BTC, Barnickel Company and the Barnickel Trust, and is
incorporated herein by reference.

As previously reported, on December 9, 1994, the last of the Reporting
Persons (other than BTC, except in its capacity as trustee of the Barnickel
Trust and the Lehmann Trusts, and BBI) and the Company entered into a letter of
intent (the "Letter of Intent"), a copy of which was filed as Exhibit 1 to
Amendment No. 3 to Schedule 13D previously filed on December 9, 1994 by the
Reporting Persons. As more fully described in said Amendment No. 3, the Letter
of Intent set forth the principal terms of a 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 Company proposed, subject to the satisfaction of
certain conditions to closing of the transactions contemplated in the Proposed
Reorganization, to 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 and some or all of the oil and gas properties owned by the
Barnickel Company, and assume certain liabilities and obligations of Barnickel
Company. The foregoing is only a summary of certain aspects of the Proposed
Reorganization, a more complete description of which is contained in said
Amendment No. 3. 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 said Amendment No. 3.

One of the conditions to the obligations of the parties to consummate
the Proposed Reorganization is the issuance of a favorable ruling from the
Internal Revenue Service (the "IRS") regarding qualification of the Proposed
Reorganization as a tax-free reorganization within the meaning of Section
368(a)(1)(C) of the Code.

<PAGE> 17

CUSIP No. 716723 10 1 SCHEDULE 13D Page 17 of 35 Pages

The Company and Barnickel Company have been advised by the IRS that
Revenue Procedure 94-76, pursuant to which the IRS suspended consideration of
certain advance ruling requests pending the completion of a designated study,
applied to the Proposed Reorganization. As a result, it is unlikely that the
Proposed Reorganization will be completed on the terms originally agreed upon.
The parties are reviewing alternatives to the Proposed Reorganization in light
of the application of the Revenue Procedure. No agreement with respect to the
terms of any such alternative transaction has been reached and negotiations are
subject to continued analysis, including an analysis of the possibility of
effecting such a transaction on a tax-free basis. Any such transaction would
be subject to negotiation and agreement upon the necessary terms and
conditions; negotiation and execution of a definitive agreement and other
necessary agreements on terms mutually satisfactory to the parties; approval by
their respective Boards of Directors and possibly shareholders and other
persons; and receipt of necessary regulatory approvals. No assurances can be
given that an agreement with respect to any such transaction will be reached or
consummated.

As part of the review of alternatives to the Proposed Reorganization,
the Company's Board of Directors invited Barnickel Company to propose two
individuals for nomination to the Company's Board of Directors at the Company's
1995 Annual Meeting of Shareholders. Barnickel Company proposed Mr. Fairfax F.
Pollnow and Mr. Wayne J. Grace for nomination as Directors of the Company. The
Company's Board of Directors expanded such Board from nine to eleven members to
accommodate the two nominees proposed by Barnickel Company. Barnickel Company
expects to vote its shares of Capital Stock at the Company's 1995 Annual
Meeting of Shareholders in favor of the Company's nominees for directors, which
would include such nominees. By reason of such nomination, Mr. Pollnow and Mr.
Grace may be deemed to be potential members of the group for purposes of this
Amendment No. 4.

BTC and Michael V. Janes, as co-trustees of the Barnickel Trust,
anticipate that the Barnickel Trust will distribute its assets, including
shares of Capital Stock, to its beneficiaries in the near future. As
previously reported, the Barnickel Trust terminated on August 27, 1993 as a
result of the death of Genevieve Barnickel Janes, an income beneficiary of the
Barnickel Trust. The Board of Directors of Barnickel Company is continuing to
analyze possible strategic alternatives in view of the objectives of maximizing
liquidity, minimizing taxes and providing for impartial treatment of all
Barnickel Company shareholders, to the extent practicable.

The Company has advised Barnickel Company that, on February 7, 1995,
the Company's Board of Directors amended its Rights Agreement dated March 28,
1994, as amended: (i) to clarify that no rights issued thereunder would become
exercisable solely by reason of the distribution of the assets of the Barnickel
Trust pursuant to its terms; (ii) to treat Messrs. Pollnow and Grace, and any
other persons proposed by Barnickel Company for nomination by the Company for
election as Directors of the Company ("Barnickel Nominees"), as "Exempt
Persons" insofar as they might be deemed a member of a "group" (as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934) solely by reason of
such proposed nomination, nomination or subsequent election; (iii) to exclude
the Barnickel Nominees and any Director of the Company who is an "Exempt
Person" or a representative of an "Exempt Person" from the definition of
"Continuing Director(s)" contained in the Rights Agreement; and (iv) to clarify
that the furnishing of proxies or the casting of votes in the election of
nominees for election as directors of the Company by the Reporting Persons
<PAGE> 18

CUSIP No. 716723 10 1 SCHEDULE 13D Page 18 of 35 Pages

in respect of the Company's 1995 Annual Meeting of Shareholders will not,
directly or indirectly, cause any rights issued thereunder to become
exercisable.

Barnickel Company has invited William B. Janes to become a director of
Barnickel Company. It is expected that he will join the board shortly.

* * * * *

BTC holds a total of 281,418 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.

(a) The Reporting Persons may be deemed collectively to beneficially own
5,687,124 shares of Capital Stock, or 50.2% based on the number of shares
outstanding as of January 30, 1995, by reason of their potential group status.
Independently of the group, BBI and BTC may be deemed to beneficially own
5,618,778 shares of Capital Stock of the Company, or 49.6% based on the number
of shares outstanding as of January 30, 1995, as reported by the Company.

<PAGE> 19

CUSIP No. 716723 10 1 SCHEDULE 13D Page 19 of 35 Pages

A total of 5,337,360 shares of Capital Stock of the Company, or 47.1% based
on the number of shares outstanding as of January 30, 1995, 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
3.5% and 1.2% based on the number of shares outstanding as of January 30, 1995,
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 7.5% based
on the number of shares outstanding as of January 30, 1995, 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 January 30, 1995, 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 48.2% based
on the number of shares outstanding as of January 30, 1995, 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 January 30, 1995, 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.

Neither Fairfax F. Pollnow nor Wayne J. Grace owns any shares in his
independent capacity, apart from the group.

Each of the Reporting Persons disclaims group status and beneficial
ownership with respect to the shares of Capital Stock, other than the 5,337,360
shares owned by Barnickel Company, beneficially owned by the other members of
the group. Messrs. Pollnow and Grace disclaim beneficial ownership with
respect to any shares of Capital Stock owned by the group.

(b) BBI has shared voting power over 5,618,778 shares and shared
dispositive power over 5,686,017 shares. BTC has sole voting power over
141,950 shares; shared voting power over 5,476,828 shares; sole dispositive
power over 15,632 shares; and shared dispositive power over 5,570,385 shares.

Barnickel Company may be deemed to have shared voting and dispositive power
over 5,337,360 shares of Capital Stock of the Company; the Barnickel Trust may
<PAGE> 20

CUSIP No. 716723 10 1 SCHEDULE 13D Page 20 of 35 Pages

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 52,400 shares and shared voting and dispositive power over 5,411,260
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.

Neither Fairfax F. Pollnow nor Wayne J. Grace owns any shares in his
independent capacity, apart from the group.

(c) All transactions in the Capital Stock of the Company that were
effected during the past 60 days (from December 9, 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 January 30,
1995, 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
<PAGE> 21

CUSIP No. 716723 10 1 SCHEDULE 13D Page 21 of 35 Pages

previously filed on February 24, 1994, by BBI, BTC, Barnickel Company and the
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). A copy of
the Letter of Intent was filed as Exhibit 1 to Amendment No. 3 to Schedule 13D
previously filed on December 9, 1994.

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 70,400 shares as co-trustee with
BTC of certain family trusts and with respect to a private foundation; and
(v) BTC shares voting and dispositive power over 70,400 shares with Michael V.
Janes as co-trustees of certain family trusts and as investment adviser to a
private foundation; and (vi) Fairfax F. Pollnow is expected to be a nominee to
be elected as a director of the Company at the Company's 1995 Annual Meeting of
Shareholders, as described in Item 4 above.

<PAGE> 22

CUSIP No. 716723 10 1 SCHEDULE 13D Page 22 of 35 Pages

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

See Item 4 above for a discussion of the nomination of Fairfax F. Pollnow
and Wayne J. Grace for election as directors to the Company's Board of
Directors.

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

<PAGE> 23

CUSIP No. 716723 10 1 SCHEDULE 13D Page 23 of 35 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 February 10, 1995.

BOATMEN'S BANCSHARES, INC.

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

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

BOATMEN'S TRUST COMPANY

/S/ V. RAYMOND STRANGHOENER
--------------------------------------------------
Signature

V. Raymond Stranghoener, Senior Vice President
--------------------------------------------------
(Name/Title)

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

/S/ V. RAYMOND STRANGHOENER
--------------------------------------------------
Signature

V. Raymond Stranghoener, Senior Vice President
--------------------------------------------------
(Name/Title)

WM. S. BARNICKEL COMPANY

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

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

<PAGE> 24

CUSIP No. 716723 10 1 SCHEDULE 13D Page 24 of 35 Pages

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

By: Boatmen's Trust Company, Trustee

By: /S/ V. RAYMOND STRANGHOENER
----------------------------------------------
V. Raymond Stranghoener, Senior Vice President

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

By: Boatmen's Trust Company, Trustee

By: /S/ V. RAYMOND STRANGHOENER
----------------------------------------------
V. Raymond Stranghoener, Senior Vice 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

/S/ FAIRFAX F. POLLNOW
----------------------------------------------
Fairfax F. Pollnow

/S/ WAYNE J. GRACE
----------------------------------------------
Wayne J. Grace

<PAGE> 25

CUSIP No. 716723 10 1 SCHEDULE 13D Page 25 of 35 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 Certain Individual Potential Group Members

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

<PAGE> 26

CUSIP No. 716723 10 1 SCHEDULE 13D Page 26 of 35 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> 27

CUSIP No. 716723 10 1 SCHEDULE 13D Page 27 of 35 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, 7700 Bonhomme, Suite 750, St. Louis MO 63105;
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> 28

CUSIP No. 716723 10 1 SCHEDULE 13D Page 28 of 35 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> 29

CUSIP No. 716723 10 1 SCHEDULE 13D Page 29 of 35 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, Retired Vice Chairman of BTC; 10048 Litzsinger
Rd., St. Louis MO 63124; 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> 30

CUSIP No. 716723 10 1 SCHEDULE 13D Page 30 of 35 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> 31

CUSIP No. 716723 10 1 SCHEDULE 13D Page 31 of 35 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, Vice President and 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> 32

CUSIP No. 716723 10 1 SCHEDULE 13D Page 32 of 35 Pages

SCHEDULE IV

CERTAIN INDIVIDUAL POTENTIAL GROUP MEMBERS

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

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

WAYNE J. GRACE, Managing Partner of Grace & Co.; 3117 South Big Bend
Blvd., St. Louis, MO 63143; 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 Marine, N.W., Marysville,
WA 98271; U.S.A.

FAIRFAX F. POLLNOW, Real Estate Investor and President; Arbor Land
Company, 300 Hunter Ave., Suite 101, St. Louis, MO 63124; U.S.A.

<PAGE> 33

CUSIP No. 716723 10 1 SCHEDULE 13D Page 33 of 35 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> 34

CUSIP No. 716723 10 1 SCHEDULE 13D Page 34 of 35 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 52,400 5,411,260 52,400 5,411,260

</TABLE>

<PAGE> 35

CUSIP No. 716723 10 1 SCHEDULE 13D Page 35 of 35 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 12/12/94 350 $27.875 Purchase
M. V. Janes 12/23/94 9,600 N/A Char. Contribution to Private
Foundation
BTC, as investment adviser 12/23/94 9,600 N/A Appointment as Investment Advisor for
For Private Foundation
BTC, as trustee of employee benefit plan 01/06/95 148 28.500 Purchase
BTC, as trustee of employee benefit plan 01/25/95 25 24.500 Sale
BTC, as trustee of employee benefit plan 01/27/95 392 26.000 Purchase

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

* Computed from December 9, 1994

</TABLE>