UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
PETROLITE CORPORATION
---------------------
(Name of Issuer)
CAPITAL STOCK
------------------------------
(Title of Class of Securities)
716723 10 1
--------------
(CUSIP Number)
Wm. S. Barnickel & Company
c/o Jules Chasnoff
Lowenhaupt & Chasnoff, L.L.C.
10 South Broadway, Suite 600
St. Louis, MO 63102-1733
(314) 241-5950
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 12, 1996
-------------------------------------------------------
(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 24 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, as amended (the "Exchange 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>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 2 of 24 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) [X]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Corporation
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER -0- shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,558,332 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER -0- shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,547,702 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,590,778 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)
49.30%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 3 of 24 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boatmen's Trust Company 43-0497480
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ] (See Items 3, 4 and 5 below)
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS 00 (See Item 3 below)
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [X]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Corporation
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER 124,101 shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,434,231 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 16,167 shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,531,535 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,590,778 (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)
49.30%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
BK
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 4 of 24 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wm. S. Barnickel & Company 43-6029518
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ] (See Items 3, 4 and 5 below)
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS 00 (See Item 3 below)
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ] [N/A]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Corporation
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER 5,337,360 shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER -0- shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 5,337,360 shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0- shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,590,778 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)
49.30%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 5 of 24 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
(a) [X] (b) [ ] (See Items 3, 4 and 5 below)
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS 00 (See Item 3 below)
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ] [N/A]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Trust
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER -0- 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
5,590,778 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)
49.30%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 6 of 24 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
(a) [X] (b) [ ] (See Items 3, 4 and 5 below)
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS 00 (See Item 3 below)
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ] [N/A]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Trust
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER -0- 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
5,590,778 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)
49.30%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 7 of 24 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
(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
United States of America
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER 5,846 shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,375,850 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 5,846 shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,375,850 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,590,778 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)
49.30%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 8 of 24 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
(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
United States of America
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER 200 shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,375,063 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 200 shares
REPORTING ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,425,463 shares
PERSON WITH (See Item 5 below)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,590,778 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)
49.30%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 9 of 24 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
(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
United States of America
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER 23,400 shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,337,360 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 23,400 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
5,590,778 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)
49.30%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 10 of 24 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
(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
United States of America
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER 3,000 shares
----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,337,360 shares
(See Item 5 below)
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER 3,000 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
5,590,778 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)
49.30%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 11 of 24 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 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, Michael
V. Janes, and William B. Janes (Genevieve J. Brown, Michael V. Janes and William
B. Janes are referred to herein collectively as the "Janeses") and Fairfax F.
Pollnow. BBI, BTC, Barnickel Company, Lehmann Trust I, Lehmann Trust II,
Genevieve J. Brown, Jr., Michael V. Janes, William B. Janes and Fairfax F.
Pollnow are hereinafter referred to as the "Reporting Persons."
This Amendment No. 6 is being filed on behalf of the Reporting Persons and
supplements and amends the information set forth in Schedule 13D filed on
February 24, 1994, as amended by Amendments No. 1, No. 2, No. 3, No. 4 and No. 5
filed on, respectively, April 8, 1994, July 11, 1994, December 9, 1994, February
10, 1995 and June 8, 1995 previously filed by the Reporting Persons and The
William S. Barnickel Testamentary Trust, a former Missouri trust (the "Barnickel
Trust").
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 of capital stock of the Company ("Capital Stock") 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 2. IDENTITY AND BACKGROUND.
Item 2 is hereby supplemented by the information set forth on Schedule V.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby supplemented as follows:
Fairfax F. Pollnow acquired 1,000 shares of Capital Stock for investment
purposes with $23,750 in personal funds and options for 2,000 shares of Capital
Stock in his capacity as a director of the Company pursuant to the Company's
1993 Stock Incentive Plan.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby supplemented as follows:
Barnickel Company intends to solicit written consents from the holders of
shares of Capital Stock of the Company to (1) remove all of the members of the
Board of Directors of the Company (and any person elected or designated by any
of such directors to fill any vacancy or newly created directorship), other than
Andrew B. Craig, III, Louis Fernandez, William E. Maritz, Fairfax F. Pollnow and
Wayne J. Grace, and (2) elect Robert E. Kresko, John Peters MacCarthy, Robert H.
Quenon, John C. Sexton and V. Raymond Stranghoener (collectively, the
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 12 of 24 Pages
- --------------------------------------------------------------------------------
"Nominees") as directors of the Company. These actions (collectively, the
"Proposals") are designed to maximize stockholder value by electing directors
who, if elected, and subject to their fiduciary duties, intend to analyze the
financial and operating status of the Company and, if deemed to be in the best
interests of the Company's stockholders, to pursue a process for the sale or
merger of the Company on the most advantageous terms for all stockholders. The
actions that the Nominees are expected to take once elected may include (i)
consideration of an orderly process to review the Company's prospects and
determine the best means of maximizing stockholder value, (ii) seeking an
acquiror which would offer the most advantageous terms to the Company's
stockholders, (iii) seeking to consult with the Company's present management and
financial advisors in order to assist in such process, (iv) negotiating and
executing a definitive agreement to implement a sale or merger, if appropriate,
(v) taking such actions as may be necessary to cause the Company's Rights
Agreement dated as of March 28, 1994, as amended (the "Rights Agreement") to be
inapplicable to a sale or merger, if appropriate, and (vi) approving a sale or
merger under Section 203 of the Delaware General Corporation Law, if
appropriate.
Towards this end, on November 12, 1996, Barnickel Company filed preliminary
consent solicitation materials with the Securities and Exchange Commission. This
Schedule 13D does not constitute a solicitation of consents, which will be made
only pursuant to consent solicitation materials in accordance with the Section
14(a) of the Exchange Act and the rules and regulations thereunder.
Barnickel has high regard for the members of the Company's Board of
Directors and is not challenging their good faith or diligence regarding their
view of the Company's future. The reason for this consent solicitation is an
honest difference of opinion as to whether the projections underlying
management's business plan are realistically achievable and whether this is the
time to seek a sale of the Company. Barnickel firmly believes that the
projections are not realistically achievable and that this is an opportune time
to seek the sale of the Company.
On November 12, 1996, Barnickel Company filed a complaint with the Delaware
Court of Chancery against the Company, Paul H. Hatfield, Jerry B. Davis, Richard
L. O'Shields, Brian M. Rushton and Joseph T. Williams. The complaint challenges
an interpretation of a provision of the Rights Agreement which the complaint
alleges the Company will claim should be read as providing that Barnickel
Company's attempt to obtain stockholders' support for the removal and election
of directors of the Company pursuant to a public consent solicitation would
cause Barnickel Company to be deemed the beneficial owner of shares of Capital
Stock with respect to which consents were submitted pursuant to the
solicitation. In other words, the complaint alleges that the Company will claim
that the Rights would be triggered if holders of more than one percent of the
shares of Capital Stock (beyond the level of beneficial ownership by Barnickel
otherwise "grandfathered" by the Rights Agreement) execute consents to the
action sought by Barnickel Company.
The complaint also seeks declaratory, injunctive and other relief against a
separate provision in the Rights Agreement which, under certain circumstances,
provides that the decision to redeem the Rights issued thereunder will require
the concurrence of a majority of Continuing Directors (as defined in the Rights
Agreement). The complaint further alleges that, as a result of this provision, a
majority of the Company's directors would be unable to exercise their fiduciary
duties to approve and facilitate transactions they might believe were in the
best interests of the Company and its stockholders.
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 13 of 24 Pages
- --------------------------------------------------------------------------------
Finally, the complaint alleges that the Company and the defendant directors
of the Company will take the position, which the complaint challenges, that,
based on a provision in the Company's by-laws, directors of the Company cannot
be removed from office or elected by written consent of stockholders, but
instead must be elected at an annual meeting of the Company's stockholders.
Barnickel Company has also filed with the Court a motion for summary
judgment or, in the alternative, for a temporary restraining order.
BTC and BBI are not participating in the solicitation of consents, have no
agreements, arrangements or understandings with the other Reporting Persons
regarding the Capital Stock or the consent solicitation (other than the
Investment Advisory Account agreement described below in Item 6) and have not
determined how the Capital Stock over which they have sole or shared voting
power in other agency and fiduciary capacities will be treated in the consent
solicitation. BTC intends to follow its General Fiduciary Policies and its
Investment Division Operation Procedures to determine whether or not to grant
consents with respect to the Capital Stock over which it exercises sole or
shared voting power. BTC has sole voting power over approximately 33% of the
outstanding shares of capital stock of Barnickel Company and shared voting power
over approximately 37% of the outstanding shares of capital stock of Barnickel
Company. BTC has sole dispositive power over approximately 15% and shared
dispositive power over approximately 49% of the outstanding shares of capital
stock of Barnickel Company. Accordingly, BTC may be deemed to be an affiliate of
Barnickel Company. BTC holds such voting power and dispositive power as trustee
of various trusts and in other fiduciary capacities and not as a principal.
The Barnickel Trust has distributed the stock of Barnickel Company to the
beneficiaries of the WSB Trust and holds no further interest in the Company, and
has terminated in accordance with its terms. Accordingly, the Barnickel Trust is
no longer in existence and this amendment to Schedule 13D constitutes the final
amendment to Schedule 13D with respect to the Capital Stock by the Barnickel
Trust.
None of the Barnickel Trust (which is terminating its status as a Reporting
Person) or the Lehmann Trusts (who are continuing their status as Reporting
Persons) has any agreement, arrangement or understanding with any other
Reporting Person with respect to the Capital Stock or the consent solicitation
referred to above. Each Reporting Person will exercise such person's independent
discretion regarding whether or not to submit a consent with respect to any
shares of Capital Stock over which such person has or shares voting power.
Michael V. Janes, Genevieve J. Brown, William B. Janes, Fairfax F. Pollnow,
John C. Sexton and V. Raymond Stranghoener (the "Barnickel Company Directors"),
who are individually directors of Barnickel Company and collectively constitute
the Barnickel Company Board of Directors, may be deemed to be affiliates of
Barnickel Company. One or more of the Barnickel Company Directors, in their
capacities as directors of Barnickel Company, may participate in the
solicitation of consents and may be deemed to have an agreement, arrangement or
understanding with Barnickel Company as a result thereof.
The Barnickel Company Directors, acting in their capacities as directors of
Barnickel Company, have approved the filing of the consent materials and the
commencement of the litigation described above, because as Barnickel Company
Directors they believe that the Proposals and the other actions contemplated by
the consent materials are in the best interests of both Barnickel Company and
all other holders of Capital Stock. Each Barnickel Company Director, in his or
her individual capacity, presently intends to submit a consent with respect to
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 14 of 24 Pages
- --------------------------------------------------------------------------------
any shares of Capital Stock over which he or she has or shares voting power in
favor of the Proposals, if the consent solicitation is commenced. As is the case
with any holder of shares of Capital Stock who submits a consent to the
Proposals, each Barnickel Company Director, in his or her individual capacity,
reserves the right to revoke any consent submitted, until such time as consents
representing a majority of the outstanding shares of Capital Stock are
submitted.
The Lehmann Trusts do not have or share voting power over any shares of
Capital Stock and, accordingly, will not submit consents.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following supplements and amends Item 5 of Amendment No. 5 of the
Schedule 13D.
Information concerning the percentage of outstanding shares of Capital
Stock beneficially owned is based on 11,341,448 shares of Capital Stock
outstanding as of August 1, 1996, as reported in the Company's Quarterly Report
on Form 10-Q for the quarterly period ended July 31, 1996. 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 of Capital Stock
indicated below.
(a) The Reporting Persons may be deemed collectively to beneficially own
5,590,778 shares of Capital Stock, or 49.30% by reason of their potential group
status. Independently of such potential group status, BBI and BTC may be deemed
to beneficially own 220,972 shares of Capital Stock.
Fairfax F. Pollnow beneficially owns 3,000 shares of Capital Stock, or less
than 1.0%, in his individual capacity, apart from the potential group, including
presently exercisable options to acquire 2,000 shares of Capital Stock.
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 of Capital Stock owned by Barnickel Company, beneficially owned by
certain members of the potential group.
(b) BBI as the owner of 100% of the outstanding capital stock of BTC may be
deemed to have shared voting power over 220,972 shares of capital stock of
Barnickel Company and shared dispositive power over 210,342 shares of capital
stock of Barnickel Company. Of the 220,972 shares of capital stock of Barnickel
Company it may be deemed to beneficially own, BTC has sole voting power over
124,101 shares of capital stock of Barnickel Company; shared voting power over
96,871 shares of capital stock of Barnickel Company; sole dispositive power over
16,167 shares of capital stock of Barnickel Company; and shared dispositive
power over 194,175 shares of capital stock of Barnickel Company.
Genevieve J. Brown may be deemed to have sole voting and dispositive power
over 5,846 shares of Capital Stock and shared voting and dispositive power over
5,375,850 shares of Capital Stock, including, 5,337,360 shares of Capital Stock
held by Barnickel Company.
Michael V. Janes may be deemed to have shared voting authority over
5,375,063 shares of Capital Stock and shared dispositive power over 5,425,463
shares of Capital Stock, including 5,337,360 shares of Capital Stock held by
Barnickel Company.
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 15 of 24 Pages
- --------------------------------------------------------------------------------
William B. Janes may be deemed to have sole voting and sole dispositive
power over 23,400 shares of Capital Stock and shared voting and dispositive
power over 5,337,360 shares of Capital Stock held by Barnickel Company.
Fairfax F. Pollnow has sole voting and dispositive power over 3,000 shares
of Capital Stock, including presently exercisable options to acquire 2,000
shares of Capital Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Barnickel Company entered into a letter agreement with Morgan Stanley & Co.
Incorporated, dated April 6, 1996, for the purpose of exploring possible
transactions involving Barnickel Company, including a potential sale, merger or
reorganization. A copy of the letter agreement is filed as Exhibit 7 to this
Amendment No. 6.
Barnickel Company entered into an Investment Advisory Account agreement
with BTC, dated May 1, 1995, pursuant to which Barnickel Company receives
certain investment advice, including with respect to the shares of Capital Stock
of the Company. For these services, Barnickel Company pays BTC fees which vary
depending on the services provided in accordance with a published fee schedule.
A copy of the agreement is filed as Exhibit 8 to this Amendment No. 6.
Messrs. Pollnow, Stranghoener and Sexton, each of whom is a director of
Barnickel Company, have been and are expected to be instrumental in assisting
Barnickel Company in pursuing its goals of liquidity, diversification, value
maximization and equality of treatment of all Company stockholders. Barnickel
Company's Board of Directors anticipates compensating such individuals for their
efforts in amounts to be determined in the future. While no understanding
currently exists, consideration has been given to amounts that would be
significant for such individuals and which would not be contingent on the
success of the consent solicitation, the occurrence of any transaction involving
Barnickel Company or the Company or their actions as directors of the Company.
Messrs. Kresko, MacCarthy and Quenon, each of whom is a Barnickel Company
nominee but not a director, officer or employee of Barnickel Company, will not
receive any compensation from Barnickel Company, although they will be
indemnified and have expenses reimbursed in connection with the consent
solicitation.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following additional exhibits are filed with this Amendment No. 6:
Exhibit 1. Power of Attorney of BBI
Exhibit 2. Power of Attorney of Barnickel Company
Exhibit 3. Power of Attorney of Genevieve J. Brown
Exhibit 4. Power of Attorney of Michael V. Janes
Exhibit 5. Power of Attorney of William B. Janes
Exhibit 6. Power of Attorney of Fairfax F. Pollnow
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 16 of 24 Pages
- --------------------------------------------------------------------------------
Exhibit 7. Engagement letter agreement between Morgan Stanley & Co.
Incorporated and Barnickel Company, dated April 6, 1996
Exhibit 8. Investment Advisory Account agreement between Barnickel Company
and BTC, dated May 1, 1995.
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 17 of 24 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 November 12, 1996.
BOATMEN'S BANCSHARES, INC.
/S/ BRUCE L. TALEN
-------------------------------------------------
Signature
Bruce L. Talen, Attorney-in-Fact
-------------------------------------------------
(Name/Title)
BOATMEN'S TRUST COMPANY
/S/ BRUCE L. TALEN
-------------------------------------------------
Signature
Bruce L. Talen, Vice President
-------------------------------------------------
(Name/Title)
WM. S. BARNICKEL & COMPANY
/S/ BRUCE L. TALEN
-------------------------------------------------
Signature
Bruce L. Talen, Attorney-in-Fact
-------------------------------------------------
(Name/Title)
JOHN S. LEHMANN TRUST F/B/O
FREDERICK W. LEHMANN III
By: Boatmen's Trust Company, Trustee
By: /S/ BRUCE L. TALEN
---------------------------------------------
Bruce L. Talen, Vice President
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 18 of 24 Pages
- --------------------------------------------------------------------------------
JOHN S. LEHMANN TRUST F/B/O
JOHN S. LEHMANN, JR.
By: Boatmen's Trust Company, Trustee
By: /S/ BRUCE L. TALEN
---------------------------------------------
Bruce L. Talen, Vice President
/S/ GENEVIEVE J. BROWN*
----------------------------------------------
Genevieve J. Brown
/S/ MICHAEL V. JANES*
----------------------------------------------
Michael V. Janes
/S/ WILLIAM B. JANES*
----------------------------------------------
William B. Janes
/S/ FAIRFAX F. POLLNOW*
----------------------------------------------
Fairfax F. Pollnow
* By: /S/ BRUCE L. TALEN
-----------------------------------
Bruce L. Talen, as attorney-in-fact
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 19 of 24 Pages
- --------------------------------------------------------------------------------
INDEX OF SCHEDULES
Schedule I Directors and Executive Officers of BBI
Schedule II Directors and Executive Officers of BTC
Schedule V Certain Legal Proceedings regarding BTC or BBI
Schedule VIII Transactions During the Past Sixty Days
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 20 of 24 Pages
- --------------------------------------------------------------------------------
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF BBI
The following information supplements and amends Schedule I of Amendment
No. 5 to the Schedule 13D regarding 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:
DARNELL G. KNUDSON, Executive Vice President of BBI, Chairman, President
and Chief Executive Officer of Bank IV, N.A., a subsidiary of BBI, 100 N.
Broadway, Wichita, KS 67201.
RUSSELL W. MEYER, JR., Chairman and Chief Executive Officer, The Cessna
Aircraft Company, a general aviation aircraft manufacturer, One Cessna Blvd.,
Wichita, KS 67215.
JERRY E. RITTER, Director of BBI; Chairman of the Board, Kiel Center
Partners, L.P., 1401 Clark Street, St. Louis, MO 63103; U.S.A.
JACQUELYN L. DEZORT, Senior Vice President and Auditor of BBI, One
Boatmen's Plaza, 800 Market Street, St. Louis, MO 63101; U.S.A
ARTHUR J. FLEISHER, Senior Vice President - Human Resources, One Boatmen's
Plaza, 800 Market Street, St. Louis, MO 63101; U.S.A.
THOMAS P. JOHNSON, JR., Executive Vice President of BBI, One Boatmen's
Plaza, 800 Market Street, St. Louis, MO 63101; U.S.A.
JOHN MORTON, III, Executive Vice President of BBI; One Boatmen's Plaza, 800
Market Street, St. Louis, MO 63101; U.S.A.
Additionally, John Peters MacCarthy and Andrew E. Newman are no longer directors
of BBI. Further, J. Robert Brubaker is no longer an executive officer of BBI.
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 21 of 24 Pages
- --------------------------------------------------------------------------------
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF BTC
The following information supplements and amends Schedule II of Amendment
No. 5 to the Schedule 13D regarding 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:
MARY JAN BLOCK, Executive Vice President of BTC; U.S.A
LYLE W. BRIZENDINE, Executive Vice President of BTC; U.S.A.
J.J. LANDERS CARNAL, Executive Vice President of BTC; Switzerland and
U.S.A.
JOHN S. COLE, Executive Vice President of BTC; U.S.A.
DONALD DANFORTH, JR., Director of BTC; President, Danforth Agri-Resources,
Inc., a diversified investments and management company; 700 Corporate Park
Drive, Suite 330, St. Louis MO 63105; U.S.A.
JOHN C. DANFORTH, Partner, Bryan Cave LLP, One Metropolitan Square, 211 N.
Broadway, Suite 3600, St. Louis, MO 63102; U.S.A.
THOMAS S. DARNALL, JR. Executive Vice President of BTC; U.S.A.
JOSEPH J. GAZZOLI, Executive Vice President; U.S.A.
ROBERT B. HOFFMAN, Senior Vice President and Chief Financial Officer,
Monsanto Company, 800 North Lindbergh Blvd., St. Louis, MO 63167; U.S.A.
KIMBERLY A. OLSON, Executive Vice President, Group One Capital, Inc., 1611
Des Peres Road, St. Louis, MO 63131; U.S.A.
JERRY E. RITTER, Director of BTC; Chairman of the Board, Kiel Center
Partners, L.P., 1401 Clark Street, St. Louis, MO 63103; U.S.A.
V. RAYMOND STRANGHOENER, Executive Vice President, General Counsel and
Secretary of BTC.
Additionally, George K. Conant and Louis S. Sachs are no longer directors of
BTC.
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 22 of 24 Pages
- --------------------------------------------------------------------------------
SCHEDULE V
CERTAIN LEGAL PROCEEDINGS REGARDING BTC OR BBI
I. Boatmen's Investment Services is a wholly-owned subsidiary of Boatmen's
National Bank of St. Louis (the "Bank"), a financial institution registered as a
government securities broker-dealer. On January 15, 1992, the Bank, without
admitting or denying the findings therein, consented to the entry of an Order by
the Office of the Comptroller of the Currency (the "OCC") in which the OCC
alleged that the Bank made and kept certain records that did not accurately
reflect the Bank's customers' orders pertaining to the offer or sale of
unsecured debt securities issued by government sponsored enterprises ("GSEs").
The OCC Order imposed the following sanctions: (a) that the Bank cease and
desist from committing or causing any violation, and from committing or causing
any future violation of 17 C.F.R. Part 404, pursuant to Section 15C of the
Exchange Act, and 12 C.F.R. Part 12, in connection with any primary distribution
of unsecured debt securities issued by GSEs; (b) that the Bank maintain, or
within 60 days of the entry of the Order, develop, implement and thereafter
maintain, policies and procedures reasonably designed to ensure the Bank's
future compliance with the provisions of Section 15C of the Exchange Act in
connection with same; and (c) that the Bank pay the Comptroller of the Currency
a civil money penalty in the amount of $25,000.
In connection with the action taken by the OCC, the Securities and Exchange
Commission (the "SEC") expressly did not disallow the Bank's use of any
exemptions from securities registration under Regulations A and D of the
Securities Act of 1933.
II. On May 20, 1996, Boatmen's Investment Services of Arkansas, Inc.,
("BISA"), formerly known as Worthen Investments, Inc., without admitting or
denying the findings therein, agreed to the entry of a Consent Order (the
"Order") by the Arkansas Securities Commissioner (the "Commissioner"). The
Consent Order alleged that BISA, through its officers and agents, engaged in
unethical sales practices through the use of misleading sales literature, the
failure to assess investor suitability, and the failure to supervise its agents
in connection with the foregoing. BISA consented to the entry of the Order
solely for the purpose of settlement of the proceedings, and in doing so
expressly denied any responsibility or liability for any of the allegations
therein.
Pursuant to the Order, BISA made the following undertakings: (a) to make
offers of rescission to customers who owned shares of certain closed-end
diversified management investment companies, as well as to customers who had
sold their shares of same, and to customers who had purchased shares of same
through a dividend reinvestment plan; (b) to establish an investment committee
to meet on a quarterly basis for two years following the entry of the Order to
review the sales of all securities by agents with respect to investor
suitability and the use of sales literature, and to provide the Commissioner
with the minutes of the meetings thereof; (c) to conduct quarterly compliance
reviews of all securities sold by agents with respect to the foregoing,
and to provide the Commissioner with reports thereof; and (d) to provide
continuing education to all agents, in the areas of sales practices, product
knowledge, use of sales literature, suitability, disclosure and regulatory
requirements, every four months for a period of two years.
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 23 of 24 Pages
- --------------------------------------------------------------------------------
Further, the Order sanctioned two agents of BISA in connection with the
foregoing: the agents were required to pay fines to the Commissioner in the
amount of $5,000 each; one agent's registration was conditioned for 30 days upon
his not engaging in or being employed in any supervisory, principal or
proprietary status; the other agent's registration was suspended for 30 days,
with credit for the period of suspension previously imposed by BISA.
The Commissioner expressly did not revoke BISA registration as a
broker-dealer in Arkansas, and did not deny BISA or its affiliates the use of
any exemptions from registration available under the Arkansas Securities Act or
Rules.
<PAGE>
CUSIP No. 716723 10 1 SCHEDULE 13D Page 24 of 24 Pages
- --------------------------------------------------------------------------------
SCHEDULE VIII
TRANSACTIONS DURING THE PAST SIXTY DAYS*
Date of Number Price Description
Identity of Person Transaction of Shares Per Share of Transaction
- ------------------------- ----------- --------- --------- ------------------
BTC, as custodian 10/4/96 23,400 N/A Distribution to
William B. Janes
William B. Janes 10/4/96 23,400 N/A Withdraw from
Custody Account
BTC and Michael V. Janes, 10/16/96 8,399 N/A Distribution from
as co-trustees trust pursuant to
its terms
BTC and Michael V. Janes, 10/18/96 560 N/A Distribution from
as co-trustees trust pursuant to
its terms
BTC and Michael V. Janes, 10/18/96 134 N/A Distribution from
as co-trustees trust pursuant to
its terms
BTC and Michael V. Janes, 10/20/96 600 N/A Distribution from
as co-trustees trust pursuant to
its terms
- ---------------
* Computed from November 12, 1996
EXHIBIT 1
POWER OF ATTORNEY
The undersigned, Boatmen's Bancshares, Inc. (the "Reporting Person"), a
corporation duly organized under the laws of the State of Missouri, with its
principal place of business at One Boatmen's Plaza, 800 Market Street, St.
Louis, Missouri 63102, does hereby make, constitute and appoint V. Raymond
Stranghoener, Bruce L. Talen, or Martin E. Galt III, and each of them, acting
severally, each of whose address is c/o Boatmen's Trust Company, 100 North
Broadway, St. Louis, Missouri 63102, as its true and lawful attorneys-in-fact,
for it and in its name, place and stead (i) to execute on behalf of the
Reporting Person and cause to be filed and/or delivered, as required under
Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the
regulations thereunder, any number, as appropriate, of original, copies, or
electronic filings of the Securities and Exchange Commission Schedule 13D or
Schedule 13G Beneficial Ownership Reports (together with any amendments and
joint filing agreements under Rule 13d-l(f)(1) of the Act, as may be required
thereto) to be filed and/or delivered with respect to any equity security (as
defined in Rule 13d-1(d) under the Act) issued by Petrolite Corporation, a
Delaware corporation, beneficially owned by the undersigned and which must be
reported by the undersigned pursuant to Section 13(d) of the Act and the
regulations thereunder, (ii) to execute on behalf of the Reporting Person and
cause to be filed and/or delivered, any number, as appropriate, of original
copies or electronic filings of any forms (including, without limitation,
Securities and Exchange Commission Form 3, 4 and 5) required to filed pursuant
to Section 16(a) of the Act and the regulations thereunder, and (iii) generally
to take such other actions and perform such other things necessary to effectuate
the foregoing as fully in all respects as if the undersigned could do if
personally present. This Power of Attorney shall remain in effect until revoked,
in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of June, 1996.
Boatmen's Bancshares, Inc.
By: /s/ Forrest S. FitzRoy
--------------------------------------
Senior Vice President, General
Counsel and Corporate Secretary
Name: Forrest S. FitzRoy
EXHIBIT 2
POWER OF ATTORNEY
The undersigned, Wm. S. Barnickel & Company (the "Reporting Person"), a
corporation duly organized under the laws of the State of Missouri, with its
principal place of business c/o Boatmen's Trust Company, 100 North Broadway, St.
Louis, Missouri 63102, does hereby make, constitute and appoint V. Raymond
Stranghoener or Bruce L. Talen, and each of them, acting severally, each of
whose address is c/o Boatmen's Trust Company, 100 North Broadway, St. Louis,
Missouri 63102, as its true and lawful attorneys-in-fact, for it and in its
name, place and stead (i) to execute on behalf of the Reporting Person and cause
to be filed and/or delivered, as required under Section 13(d) of the Securities
Exchange Act of 1934 (the "Act") and the regulations thereunder, any number, as
appropriate, of original, copies, or electronic filings of the Securities and
Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports
(together with any amendments and joint filing agreements under Rule 13d-l(f)(1)
of the Act, as may be required thereto) to be filed and/or delivered with
respect to any equity security (as defined in Rule 13d-1(d) under the Act)
issued by Petrolite Corporation, a Delaware corporation, beneficially owned by
the undersigned and which must be reported by the undersigned pursuant to
Section 13(d) of the Act and the regulations thereunder, (ii) to execute on
behalf of the Reporting Person and cause to be filed and/or delivered, any
number, as appropriate, of original copies or electronic filings of any forms
(including, without limitation, Securities and Exchange Commission Form 3, 4 and
5) required to filed pursuant to Section 16(a) of the Act and the regulations
thereunder, and (iii) generally to take such other actions and perform such
other things necessary to effectuate the foregoing as fully in all respects as
if the undersigned could do if personally present. This Power of Attorney shall
remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 18th day of June, 1996.
Wm. S. Barnickel & Company
By: /s/ Michael V. Janes
--------------------------------------
Name: Michael V. Janes
EXHIBIT 3
POWER OF ATTORNEY
The undersigned, Genevieve J. Brown (the "Reporting Person"), a resident of
Missouri, does hereby make, constitute and appoint V. Raymond Stranghoener or
Bruce L. Talen, and each of them, acting severally, each of whose address is c/o
Boatmen's Trust Company, 100 North Broadway, St. Louis, Missouri 63102, as her
true and lawful attorneys-in-fact, for her and in her name, place and stead (i)
to execute on behalf of the Reporting Person and cause to be filed and/or
delivered, as required under Section 13(d) of the Securities Exchange Act of
1934 (the "Act") and the regulations thereunder, any number, as appropriate, of
original, copies, or electronic filings of the Securities and Exchange
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together
with any amendments and joint filing agreements under Rule 13d-l(f)(1) of the
Act, as may be required thereto) to be filed and/or delivered with respect to
any equity security (as defined in Rule 13d-1(d) under the Act) issued by
Petrolite Corporation, a Delaware corporation, beneficially owned by the
undersigned and which must be reported by the undersigned pursuant to Section
13(d) of the Act and the regulations thereunder, (ii) to execute on behalf of
the Reporting Person and cause to be filed and/or delivered, any number, as
appropriate, of original copies or electronic filings of any forms (including,
without limitation, Securities and Exchange Commission Form 3, 4 and 5) required
to filed pursuant to Section 16(a) of the Act and the regulations thereunder,
and (iii) generally to take such other actions and perform such other things
necessary to effectuate the foregoing as fully in all respects as if the
undersigned could do if personally present. This Power of Attorney shall remain
in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of June, 1996.
/s/ Genevieve J. Brown
--------------------------------------------
Genevieve J. Brown
EXHIBIT 4
POWER OF ATTORNEY
The undersigned, Michael V. Janes (the "Reporting Person"), a Missouri
resident, does hereby make, constitute and appoint V. Raymond Stranghoener or
Bruce L. Talen, and each of them, acting severally, each of whose address is c/o
Boatmen's Trust Company, 100 North Broadway, St. Louis, Missouri 63102, as his
true and lawful attorneys-in-fact, for him and in his name, place and stead (i)
to execute on behalf of the Reporting Person and cause to be filed and/or
delivered, as required under Section 13(d) of the Securities Exchange Act of
1934 (the "Act") and the regulations thereunder, any number, as appropriate, of
original, copies, or electronic filings of the Securities and Exchange
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together
with any amendments and joint filing agreements under Rule 13d-l(f)(1) of the
Act, as may be required thereto) to be filed and/or delivered with respect to
any equity security (as defined in Rule 13d-1(d) under the Act) issued by
Petrolite Corporation, a Delaware corporation, beneficially owned by the
undersigned and which must be reported by the undersigned pursuant to Section
13(d) of the Act and the regulations thereunder, (ii) to execute on behalf of
the Reporting Person and cause to be filed and/or delivered, any number, as
appropriate, of original copies or electronic filings of any forms (including,
without limitation, Securities and Exchange Commission Form 3, 4 and 5) required
to filed pursuant to Section 16(a) of the Act and the regulations thereunder,
and (iii) generally to take such other actions and perform such other things
necessary to effectuate the foregoing as fully in all respects as if the
undersigned could do if personally present. This Power of Attorney shall remain
in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 18th day of June, 1996.
/s/ Michael V. Janes
--------------------------------------------
Michael V. Janes
EXHIBIT 5
POWER OF ATTORNEY
The undersigned, William B. Janes (the "Reporting Person"), a resident of
Washington, does hereby make, constitute and appoint V. Raymond Stranghoener and
Bruce L. Talen, and each of them, acting severally, each of whose address is c/o
Boatmen's Trust Company, 100 North Broadway, St. Louis, Missouri 63102, as his
true and lawful attorneys-in-fact, for him and in his name, place and stead (i)
to execute on behalf of the Reporting Person and cause to be filed and/or
delivered, as required under Section 13(d) of the Securities Exchange Act of
1934 (the "Act") and the regulations thereunder, any number, as appropriate, of
original, copies, or electronic filings of the Securities and Exchange
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together
with any amendments and joint filing agreements under Rule 13d-l(f)(1) of the
Act, as may be required thereto) to be filed and/or delivered with respect to
any equity security (as defined in Rule 13d-1(d) under the Act) issued by
Petrolite Corporation, a Delaware corporation, beneficially owned by the
undersigned and which must be reported by the undersigned pursuant to Section
13(d) of the Act and the regulations thereunder, (ii) to execute on behalf of
the Reporting Person and cause to be filed and/or delivered, any number, as
appropriate, of original copies or electronic filings of any forms (including,
without limitation, Securities and Exchange Commission Form 3, 4 and 5) required
to filed pursuant to Section 16(a) of the Act and the regulations thereunder,
and (iii) generally to take such other actions and perform such other things
necessary to effectuate the foregoing as fully in all respects as if the
undersigned could do if personally present. This Power of Attorney shall remain
in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of July, 1996.
/s/ William B. Janes
--------------------------------------------
William B. Janes
EXHIBIT 6
POWER OF ATTORNEY
The undersigned, Fairfax F. Pollnow (the "Reporting Person"), a Missouri
resident, does hereby make, constitute and appoint V. Raymond Stranghoener or
Bruce L. Talen, and each of them, acting severally, each of whose address is c/o
Boatmen's Trust Company, 100 North Broadway, St. Louis, Missouri 63102, as his
true and lawful attorneys-in-fact, for him and in his name, place and stead (i)
to execute on behalf of the Reporting Person and cause to be filed and/or
delivered, as required under Section 13(d) of the Securities Exchange Act of
1934 (the "Act") and the regulations thereunder, any number, as appropriate, of
original, copies, or electronic filings of the Securities and Exchange
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together
with any amendments and joint filing agreements under Rule 13d-l(f)(1) of the
Act, as may be required thereto) to be filed and/or delivered with respect to
any equity security (as defined in Rule 13d-1(d) under the Act) issued by
Petrolite Corporation, a Delaware corporation, beneficially owned by the
undersigned and which must be reported by the undersigned pursuant to Section
13(d) of the Act and the regulations thereunder, (ii) to execute on behalf of
the Reporting Person and cause to be filed and/or delivered, any number, as
appropriate, of original copies or electronic filings of any forms (including,
without limitation, Securities and Exchange Commission Form 3, 4 and 5) required
to filed pursuant to Section 16(a) of the Act and the regulations thereunder,
and (iii) generally to take such other actions and perform such other things
necessary to effectuate the foregoing as fully in all respects as if the
undersigned could do if personally present. This Power of Attorney shall remain
in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of June, 1996.
/s/ Fairfax F. Pollnow
--------------------------------------------
Fairfax F. Pollnow
EXHIBIT 7
MORGAN STANLEY
MORGAN STANLEY & CO.
INCORPORATED
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 761-4000
April 6, 1996
PERSONAL AND CONFIDENTIAL
Board of Directors
Wm. S. Barnickel & Company
c/o Boatmen's Trust Company
100 North Broadway
Post Office Box 14737
St. Louis, Missouri 63178-4737
Dear Gentlemen:
Pursuant to our recent discussions, I am pleased to confirm the arrangements
under which Morgan Stanley & Co. Incorporation ("Morgan Stanley") is engaged by
Wm. S. Barnickel & Company (the "Company") in connection with possible
transactions involving the Company including a potential sale, merger or
reorganization.
During the term of our engagement, which will extend for a period of twelve
months from the date hereof, we shall provide you with financial advice and
assistance in connection with this assignment, including advice and assistance
with respect to defining objectives, performing valuation analysis, and
structuring, planning and negotiating the transaction. In connection with our
engagement for these purposes we shall charge a "Retainer Fee" of $50,000,
payable upon execution of this engagement letter. If Morgan Stanley should elect
to terminate the engagement before 12 months, we would refund a pro rata portion
of the retainer.
As you know, our fees for services in connection with a transaction depend on
the outcome of the assignment and are designed to reflect our contribution to a
major corporate objective. In the event that a transaction is not completed, we
shall charge an "Advisory Fee" in addition to the Retainer Fee which shall
reimburse us for our time and effort expended. Under this arrangement, we keep a
record of the time spent on assignments; this record is the principal basis for
judging the cost of our financial advisory work and the amount of our Advisory
Fee. We shall bill you a mutually agreed upon amount quarterly and periodically
inform you as charges accumulate. In the event that a transaction is not
completed, or the assignment is terminated by the Company within twelve months,
an additional Advisory Fee of $100,000 will be charged. If the assignment is
terminated earlier than twelve months, the $100,000 additional Advisory Fee will
be prorated. Furthermore, if at the end of a year we mutually agree to extend
the assignment for an additional year, $50,000 of this fee will be credited
toward a Retainer Fee for that next year. The nature and terms of the assignment
<PAGE>
will be determined at this time and could be different from those set forth in
this letter.
If the sale, merger or reorganization of the Company is accomplished, we shall
charge a "Transaction Fee" of $2,500,000, against which will be credited certain
prior advisory fees paid in the amount of $372,500 plus any additional Advisory
Fees paid pursuant to this letter.
Our total fee in connection with a completed transaction will become payable by
the Company when control of 50% or more of the Company's common stock changes
hands. Nevertheless, our advisory efforts pursuant to this letter will continue
after control is obtained to assist you with a second step merger or similar
transaction.
Upon your request and at no additional expense, we will render a financial
opinion letter in accordance with our customary practice with respect to the
consideration to be received in the transaction. The terms of our opinion and
the nature and scope of any analysis and investigation we undertake in order to
render such opinion shall be such as we consider appropriate in the
circumstances. Any advice or opinions provided by Morgan Stanley may not be
disclosed or referred to publicly or to any third party other than (i) to
shareholders, directors or professional advisors of the Company, (ii) in
connection with any legal or administrative proceeding, (iii) as required by law
or administrative regulations where, with respect to (ii) and (iii), the Company
will make all reasonable efforts to notify Morgan Stanley in advance and to
provide Morgan Stanley with an opportunity to comment on the form and substance
of such disclosure, and (iv) except in accordance with our prior consent, which
will not be unreasonably withheld.
If an equity offering or other capital markets related transaction is required
to achieve the liquidity needs of the Company's shareholders, Morgan Stanley
would expect to be retained as lead manager of the offering, subject to the
Company's satisfaction with the services provided by Morgan Stanley in
connection with the transaction contemplated by this letter and subject to
reaching mutual agreement on the terms and conditions of the offering. Please
note that nothing in this letter constitutes a commitment to underwrite any
securities or a commitment on the part of the Company to retain Morgan Stanley;
such commitment would be contained in a definitive and mutually agreeable
underwriting agreement.
In addition to our fee for professional services, reasonable out-of-pocket
expenses will be billed separately as incurred. Generally these represent
travel, document procurement, and delivery and related matters, but will also
include the fees of our attorneys and other professional advisors, approved in
advance by the Company, should their advice be required.
Morgan Stanley will act under this letter agreement as an independent contractor
with duties solely to the Company. Because we will be acting on your behalf in
this capacity, it is our practice to receive indemnification. We agree that the
indemnification associated with the letter dated April 6, 1995 shall remain in
full force and effect.
Please note that Morgan Stanley is a full service securities firm engaged in
securities trading and brokerage activities, as well as providing investment
banking and financial advisory services. In the ordinary course of our trading
and brokerage activities, Morgan Stanley or its affiliates may an any time hold
long or short positions, and may trade or otherwise effect transactions, for our
own account or the accounts of customers, in debt or equity securities of the
Company, Petrolite or any other company that may be involved in this
transaction. We recognize our responsibility for compliance with federal
securities laws in connection with any such activities.
<PAGE>
Our services hereunder may be terminated with or without cause by you or by us
at any time and without liability or continuing obligation to you or to us
(except for any advisory Fee earned and expenses incurred by us to the date of
termination and except, in the case of termination by you, for our right to a
Transaction Fee pursuant to this letter for any transactions effected within two
years of such termination) and provided that the indemnity provisions will
remain operative regardless of any such termination.
Morgan Stanley and the Company (on its own behalf and, to the extent permitted
by law, on behalf of its shareholders) each waives any right to trial by jury in
any action, claim, suit or proceeding with respect to Morgan Stanley's
engagement as financial advisor or its role in connection herewith.
If the terms of our engagement as set forth in this letter are satisfactory,
kindly sign the enclosed copy of this letter and return it to us.
We look forward to working with the Company on this important assignment.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
By: /s/ James Stynes
--------------------------------------
James B. Stynes
Managing Director
Accepted:
WM. S. BARNNICKEL & COMPANY
By: /s/ Michael V. Janes
-----------------------------------
Title: President
Date: 6/24/96
EXHIBIT 8
THIS AGREEMENT is between Wm. S. Barnickel & Company ("Owner") and
BOATMEN'S TRUST COMPANY, a Missouri-chartered trust company (the "Trust
Company").
1. Owner hereby appoints the Trust Company to act as Owner's agent for the
holding, investment, and disposition of the securities, money, or other property
listed on the attached Schedule A in accordance with the terms of this
Agreement. The Trust Company hereby acknowledges receipt of such property. Owner
may from time to time deliver additional property to the Trust Company pursuant
to this Agreement and the Trust Company will issue its receipt therefor.
2. As Owner's agent, the Trust Company will perform the following services and
will have the following authority:
A. The Trust Company will monitor, and make recommendations as appropriate
regarding, the investment of the Account and will purchase, retain, sell or
otherwise dispose of property in the Account as Owner shall approve, Investments
in the Account may be in bonds, notes, stocks, mutual funds or collective or
pooled funds, or other securities or property, foreign or domestic, including
without limitation securities in which the Trust Company or an affiliate may
have an interest, as Owner may approve.
B. The Trust Company will hold and safely keep all securities, money and
other property of Owner received under this Agreement in an investment advisory
account (the "Account"), taking reasonable steps to provide for the physical
safety of such property from theft, disappearance, or destruction. The Trust
Company is authorized to hold such property in Owner's name, in the Trust
Company's own name as agent, or in the name of its nominee, as the Trust Company
deems appropriate, and any property in the Account may be held in the Federal
Reserve Bank of St. Louis, other banks (including banks affiliated with the
Trust Company), or any central depository system.
C. The Trust Company will collect all income or principal from property
held in the Account and pay or reinvest such sums in accordance with Owner's
written instructions; provided, however, that the Trust Company will not have
any duty or responsibility to enforce such collection through judicial process.
The Trust Company is authorized to receipt for, endorse and collect all checks
and other remittances received in Owner's name.
D. The Trust Company will invest cash balances in the Account in a money
market fund as instructed by Owner. Such fund may be one for which the Trust
Company acts as distributor, investment advisor, custodian, or agent.
<PAGE>
Investments of cash balances will be made in accordance with the Trust Company's
policies and procedures therefor in effect from time to time.
E. The Trust Company will execute purchases and sales and effect
redemptions of securities for the Account with accordance with the Trust
Company's policies and procedures therefor in effect from time to time, and the
Trust Company's liability in connection with such transactions will be limited
to costs and expenses arising from the Trust Company's negligence or willful
misconduct. The Trust Company will not have any responsibility to Owner for
failure to effect a redemption, notice of which does not appear in the "Wall
Street Journal" or comparable financial news publication of national circulation
or in a newspaper of general circulation in St. Louis, Missouri.
F. The Trust Company will prepare and provide to Owner monthly transaction
statements and investment reviews and annual reports showing year-end tax
information with respect to the Account. Owner agrees that such statements and
reports will be provided in lieu of any other notification of securities
transactions effected with respect to the Account; however, upon written request
by Owner and at no additional cost, the Trust Company will provide written
notice of each securities transaction within (5) business days following either
the transaction or the Trust Company's receipt of the broker's confirmation of
the transaction.
G. Unless Owner directs otherwise, the Trust Company may vote all proxies
issued with respect to securities held in the Account in accordance with the
Trust Company's policies and procedures therefor in effect from time to time.
The Trust Company is hereby appointed Owner's attorney-in-fact to execute and
deliver such proxies.
3. For its services under this Agreement, the Trust Company will receive
compensation in accordance with its published schedule of fees in effect at the
time the services are rendered. The Trust Company is authorized in its
discretion to charge its compensation against the Account.
This Agreement may only be amended in writing by mutual agreement of the Owner
and the Trust Company. Either party may terminate this Agreement at any time by
giving written notice of such termination to the other party.
4. Special Provisions: See attached Exhibit A
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<PAGE>
Dated: May 1, 1995
Boatmen's Trust Company
By: /s/ Daniel D. Watt
------------------------------------
Owner:
Wm. S. Barnickel & Company
By: /s/ Michael V. Janes
----------------------------------
Michael V. Janes,
President
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<PAGE>
EXHIBIT A
The following provisions shall be part of the Investment Advisory
Agreement between Wm. S. Barnickel & Company ("Owner") and Boatmen's Trust
Company (the "Trust Company") dated May 1, 1995 (the "Agreement") to which this
exhibit is attached. To the extent of any inconsistency between provisions of
this Exhibit A and those of the Agreement, the provisions of this Exhibit A
shall be deemed to control.
1. Oil and Gas Services. The Trust Company shall have the following
responsibilities with respect to the oil and gas interests of the Owner.
A. The Trust Company shall aid and consult with Owner in managing Owner's
interest in oil and gas properties.
B. The Trust Company shall collect rent, royalties and other payments. The
Trust Company may execute any Lease, Division Order, Transfer Order or
Unitization/Operating Agreement on behalf of Owner. Owner agrees to notify
the Trust Company in the event of transfer of any part or all of the
properties. The Trust Company may endorse and negotiate any and all checks
drawn to the order of Owner. No payor is obligated to look to the
application of the monies paid and Owner shall promptly notify payor in the
event of the termination of the Agreement. After deducting and paying the
applicable taxes and other expenses incident to the property, including
without limitation, the Trust Company's fee, the Trust Company shall pay
over, in quarterly or other convenient installments, the net income arising
from the property to Owner, or as Owner may otherwise direct.
C. The Trust Company shall use its best efforts to aid Owner in leasing
appropriate properties upon such conditions for such term and for such
rents, royalties or other payments as to it shall seem advisable.
D. The Trust Company shall review all information and reports received on
properties and respond, it necessary, as it shall seem advisable. The Trust
Company shall review all requests for capital investment(s) and make
recommendations to Owner.
E. Owner agrees to indemnify and hold the Trust Company harmless from any
loss, damage, expense, penalty or the expense of any legal proceeding
(including attorneys' fees) arising from or in connection with any property
of Owner or any activities conducted thereon by Owner, its agents,
employees, invitees or licensees; provided this indemnification shall not
cover the Trust Company's acts of willful misconduct or gross negligence.
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<PAGE>
2. Other Administrative Services. In addition to the services mentioned in the
Agreement and in paragraph 1 of this Exhibit A, the Trust Company shall provide
additional administrative services, including but not limited to stock transfer
agent, dividend paying agent and proxy agent services; participation, if
requested, and subject to satisfactory indemnification arrangements, on the
Owner's Board of Directors; preparation of Financial Statements and Annual
Reports, including bookkeeping and billpaying services; and such additional
corporate administrative services as may be requested by Owner.
3. Compensation. For its service under the Agreement in connection with the
management of the marketable securities of the Account, (other than Owner's
shares of Petrolite Corporation for which the Trust Company shall receive no fee
for its custodial services) the Trust Company shall receive, notwithstanding
paragraph 3 of the Agreement, fees in accordance with its published schedule of
fees in effect when services are rendered, less a discount of 40%. For its other
administrative services and its services in connection with the management of
the oil and gas interests of the Account the Trust Company shall receive annual
fees of $108,000, payable monthly.
4. Voting of Securities and Disclosure of Beneficial Ownership Information.
Unless the Owner directs otherwise, the Owner shall, notwithstanding paragraph
2G of the Agreement, vote all securities in the account; but the Trust Company
shall not disclose the name, address or share position of the Owner to companies
that request the information pursuant to the Shareholders Communications Act.
WM. S. BARNICKEL & COMPANY BOATMEN'S TRUST COMPANY
By: /s/ Michael V. Janes By: /s/ John L. Phillips
---------------------------------- ------------------------------------
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