<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1997
REGISTRATION NO. 333-22055
REGISTRATION NO. 333-22055-01
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
MISSISSIPPI VALLEY BANCSHARES, INC. MVBI CAPITAL TRUST
(EXACT NAME OF REGISTRANT AND CO-REGISTRANT AS SPECIFIED IN CHARTERS)
<TABLE>
<S> <C> <C> <C>
MISSOURI 43-1336298 DELAWARE 43-1771456
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
700 CORPORATE PARK DRIVE, ST. LOUIS, MISSOURI 63105 (314) 268-2580
(ADDRESS(ES), INCLUDING ZIP CODE(S), AND TELEPHONE NUMBER(S), INCLUDING AREA
CODE(S), OF REGISTRANT'S AND CO-REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------------
PAUL M. STRIEKER
EXECUTIVE VICE PRESIDENT
700 CORPORATE PARK DRIVE
ST. LOUIS, MISSOURI 63105
(314) 268-2580
(NAME(S), ADDRESS(ES), INCLUDING ZIP CODE(S), AND TELEPHONE NUMBER(S),
INCLUDING AREA CODE(S), OF AGENT(S) FOR SERVICE)
----------------------------
COPIES TO:
JOHN L. GILLIS, JR., ESQ. THOMAS C. ERB, ESQ.
ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS LEWIS, RICE & FINGERSH, L.C.
ONE METROPOLITAN SQUARE, SUITE 2600 500 NORTH BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102-2740 ST. LOUIS, MISSOURI 63102-2147
(314) 621-5070 (314) 444-7600
----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effectiveness of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvest plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED<F1> PER UNIT<F1> PRICE<F1> FEE<F2>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Preferred Securities of MVBI Capital Trust.......... 598,000 $25.00 $14,950,000 $4,530
- ------------------------------------------------------------------------------------------------------------------------------------
Subordinated Debentures<F3> of Mississippi Valley
Bancshares, Inc................................... <F3> -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Guarantees of Preferred Securities<F4>.............. <F4> -- -- --
====================================================================================================================================
<FN>
<F1>Includes 78,000 Preferred Securities which may be sold by MVBI Capital
Trust to cover over-allotments.
<F2>The registration fee is calculated in accordance with Rule 457(i) and (n).
<F3>The Subordinated Debentures will be purchased by MVBI Capital Trust with
the proceeds of the sale of the Preferred Securities. Such securities may
later be distributed for no additional consideration to the holders of the
Preferred Securities of MVBI Capital Trust upon its dissolution and the
distribution of its assets.
<F4>This Registration Statement is deemed to cover the Subordinated Debentures
of Mississippi Valley Bancshares, Inc., the rights of holders of
Subordinated Debentures of Mississippi Valley Bancshares, Inc. under the
Indenture, and the rights of holders of the Preferred Securities under the
Trust Agreement, the Guarantee and the Expense Agreement entered into by
Mississippi Valley Bancshares, Inc. No separate consideration will be
received for the Guarantee.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with this offering are as set forth in
the following table:
<TABLE>
<S> <C>
SEC Registration Fee.................................................. $ 4,530
NASD Filing Fee....................................................... 1,995
Nasdaq Listing Fee.................................................... 2,990
Blue Sky Qualification Fees and Expenses.............................. 3,000
Accounting Fees and Expenses.......................................... 30,000
Legal Fees and Expenses............................................... 80,000
Trustees' Fees and Expenses........................................... 18,500
Printing and Engraving Expenses....................................... 18,000
Transfer and Registrar Fees........................................... 5,000
Miscellaneous......................................................... 35,985
---------
Total......................................................... $ 200,000
=========
</TABLE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement.
4.1 Form of Indenture.
4.2 Form of Subordinated Debenture (included as an exhibit to Exhibit 4.1).
4.3 Certificate of Trust of MVBI Capital dated as of February 14, 1997.
4.4 Trust Agreement of MVBI Capital dated as of February 14, 1997.
4.5 Form of Amended and Restated Trust Agreement of MVBI Capital.
4.6 Form of Preferred Security Certificate of MVBI Capital (included as an
exhibit to Exhibit 4.5).
4.7 Form of Preferred Securities Guarantee Agreement for MVBI Capital.
4.8 Form of Agreement as to Expenses and Liabilities (included as an exhibit
to Exhibit 4.5).
5.1<F*> Opinion of Armstrong, Teasdale, Schlafly & Davis as to the validity of
the issuance of the Subordinated Debentures.
5.2<F*> Opinion of Richards, Layton & Finger, special Delaware counsel, as to the
legality of the Preferred Securities to be issued by MVBI Capital.
8.1<F*> Opinion of Armstrong, Teasdale, Schlafly & Davis as to certain federal
income tax matters.
12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2<F*> Consent of Armstrong, Teasdale, Schlafly & Davis (to be included in their
opinions filed herewith as Exhibits 5.1 and 8.1).
23.3<F*> Consent of Richards, Layton & Finger (to be included in their opinion
filed herewith as Exhibit 5.2).
24.1 Power of Attorney (included on the signature page).
25.1 Form T-1 Statement of Eligibility of State Street Bank and Trust Company
to act as trustee under the Indenture.
25.2 Form T-1 Statement of Eligibility of State Street Bank and Trust Company
to act as trustee under Amended and Restated Trust Agreement.
25.3 Form T-1 Statement of Eligibility of State Street Bank and Trust Company
to act as trustee under the Preferred Securities Guarantee Agreement.
<FN>
- --------
<F*>Filed herewith.
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in St.
Louis, Missouri on February 25, 1997.
MISSISSIPPI VALLEY BANCSHARES, INC.
By: /S/ PAUL M. STRIEKER
-------------------------------
Paul M. Strieker
Executive Vice President,
Controller, Assistant Secretary
and Chief Financial Officer
Pursuant to the requirements of Securities Act of 1933, the undersigned
registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in St.
Louis, Missouri on February 25, 1997.
MVBI CAPITAL TRUST
By: /S/ LINN H. BEALKE
-------------------------------
Linn H. Bealke, Trustee
By: /S/ PAUL M. STRIEKER
-------------------------------
Paul M. Strieker, Trustee
By: /S/ CAROL DOLENZ
-------------------------------
Carol Dolenz, Trustee
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities indicated on February 25, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
JOHN T. BAUMSTARK<F*> Director
- ---------------------------------------
John T. Baumstark
/S/ ANDREW N. BAUER Chairman, Chief Executive Officer and
- --------------------------------------- Director
Andrew N. Baur
/S/ LINN H. BEALKE President and Director
- ---------------------------------------
Linn H. Bealke
ALICE C. BEHAN<F*> Director
- ---------------------------------------
Alice C. Behan
WILLIAM H. T. BUSH<F*> Director
- ---------------------------------------
William H. T. Bush
Director
- ---------------------------------------
Franklin J. Cornwell Jr.
THEODORE P. DESLOGE, JR.<F*> Director
- ---------------------------------------
Theodore P. Desloge, Jr.
LOUIS N. GOLDRING<F*> Director
- ---------------------------------------
Louis N. Goldring
RICHARD T. GROTE<F*> Director
- ---------------------------------------
Richard T. Grote
FREDERICK O. HANSER<F*> Director
- ---------------------------------------
Frederick O. Hanser
II-3
<PAGE> 5
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
DONNA D. LAMBERT<F*> Director
- ---------------------------------------
Donna D. Lambert
Director
- ---------------------------------------
Michael D. Latta
MONT S. LEVY<F*> Director
- ---------------------------------------
Mont S. Levy
LEWIS B. SHEPLEY<F*> Director
- ---------------------------------------
Lewis B. Shepley
/S/ PAUL M. STRIEKER Executive Vice President, Controller,
- --------------------------------------- Assistant Secretary and Chief
Paul M. Strieker Financial Officer
<FN>
<F*>By: /S/ LINN H. BEALKE
--------------------------------
Linn H. Bealke
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 6
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.
4.1 Form of Indenture.
4.2 Form of Subordinated Debenture (included as an exhibit to Exhibit 4.1).
4.3 Certificate of Trust of MVBI Capital dated as of February 14, 1997.
4.4 Trust Agreement of MVBI Capital dated as of February 14, 1997.
4.5 Form of Amended and Restated Trust Agreement of MVBI Capital.
4.6 Form of Preferred Security Certificate of MVBI Capital (included as an exhibit to Exhibit 4.5).
4.7 Form of Preferred Securities Guarantee Agreement for MVBI Capital.
4.8 Form of Agreement as to Expenses and Liabilities (included as an exhibit to Exhibit 4.5).
5.1<F*> Opinion of Armstrong, Teasdale, Schlafly & Davis as to the validity of the issuance of the Subordinated Debentures.
5.2<F*> Opinion of Richards, Layton & Finger, special Delaware counsel, as to the legality of the Preferred Securities to
be issued by MVBI Capital.
8.1<F*> Opinion of Armstrong, Teasdale, Schlafly & Davis as to certan federal income tax matters.
12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2<F*> Consent of Armstrong, Teasdale, Schlafly & Davis (to be included in their opinions filed herewith as Exhibits 5.1
and 8.1).
23.3<F*> Consent of Richards, Layton & Finger (to be included in their opinion filed herewith as Exhibit 5.2).
24.1 Power of Attorney (included on the signature page).
25.1 Form T-1 Statement of Eligibility of State Street Bank and Trust Company to act as trustee under the Indenture.
25.2 Form T-1 Statement of Eligibility of State Street Bank and Trust Company to act as trustee under Amended and
Restated Trust Agreement.
25.3 Form T-1 Statement of Eligibility of State Street Bank and Trust Company to act as trustee under the Preferred
Securities Guarantee Agreement.
<FN>
- --------
<F*>Filed herewith.
</TABLE>
II-5
<PAGE> 1
[letterhead of Armstrong, Teasdale, Schlafly & Davis]
February 25, 1997
Mississippi Valley Bancshares, Inc. MVBI Capital Trust
700 Corporate Park Drive 700 Corporate Park Drive
St. Louis, Missouri 63105 St. Louis, Missouri 63105
Re: Registration Statement on Form S-3 of Mississippi Valley
Bancshares, Inc. and MVBI Capital Trust (File Nos. 333-22055
and 333-22055-01)
Gentlemen:
We have acted as counsel to Mississippi Valley Bancshares, Inc., a
Missouri corporation (the "Company"), and MVBI Capital Trust, a Delaware
statutory business trust (the "Trust"), in connection with the preparation
of a Registration Statement on Form S-3 (the "Registration Statement") to be
filed by the Company and the Trust with the Securities and Exchange
Commission (the "SEC") for the purpose of registering under the Securities
Act of 1933, as amended, preferred securities (the "Preferred Securities")
of the Trust, subordinated debentures (the "Subordinated Debentures") of the
Company and the guarantee of the Company with respect to the Preferred
Securities (the "Guarantee").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the
certificate of trust (the "Certificate of Trust") filed by the Trust with
the Secretary of State of the State of Delaware on February 14, 1997; (ii)
the Trust Agreement, dated as of February 14, 1997, with respect to the
Trust; (iii) the form of the Amended and Restated Trust Agreement with
respect to the Trust; (iv) the form of the Preferred Securities of the
Trust; (v) the form of Guarantee between the Company and State Street Bank
and Trust Company, as trustee; (vi) the form of Subordinated Debentures; and
(vii) the form of the indenture (the "Indenture"), between the Company and
State Street Bank and Trust Company, as trustee, in each case in the form
filed as an exhibit to the Registration Statement. We have also examined
originals or copies, certified, or otherwise identified to our satisfaction,
of such other documents, certificates, and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as copies and the authenticity of the
originals of such copies. In examining documents executed by parties other
than the Company or the Trust, we have assumed that such parties had the
power,
<PAGE> 2
Mississippi Valley Bancshares, Inc.
MVBI Capital Trust
February 25, 1997
Page 2
corporate or otherwise, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate
or otherwise, and execution and delivery by such parties of such documents and
that, except as set forth in paragraphs (1) and (2) below, such documents
constitute valid and binding obligations of such parties. In addition, we have
assumed that the Amended and Restated Trust Agreement of the Trust, the
Preferred Securities of the Trust, the Guarantee, the Subordinated Debentures
and the Indenture, when executed, will be executed in substantially the form
reviewed by us. As to any facts material to the opinions expressed herein
which were not independently established or verified, we have relied upon oral
or written statements and representations of officers, trustees, and other
representatives of the Company, the Trust, and others.
We are members of the bar of the states of Missouri and Illinois, and
we express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing and to other qualifications
and limitations set forth herein, we are of the opinion that:
1. After the Indenture has been duly executed and delivered, the
Subordinated Debentures, when duly executed, delivered, authenticated and
issued in accordance with the Indenture and delivered and paid for as
contemplated by the Registration Statement, will be valid and binding
obligations of the Company, entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, except to
the extent that enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and (ii)
general principles of equity regardless of whether enforceability is
considered in a proceeding at law or in equity.
2. The Guarantee, when duly executed and delivered by the parties
hereto, will be a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in effect
relating to creditors' rights generally, and (ii) general principles of
equity regardless of whether enforceability is considered in a proceeding at
law or in equity.
<PAGE> 3
Mississippi Valley Bancshares, Inc.
MVBI Capital Trust
February 25, 1997
Page 3
We hereby consent to the use of our name under the caption "VALIDITY
OF SECURITIES" in the Prospectus forming a part of the Registration
Statement and to the inclusion of this legal opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
ARMSTRONG, TEASDALE, SCHLAFLY
& DAVIS
/s/ Armstrong, Teasdale, Schlafly
& Davis
<PAGE> 1
[Letterhead of Richards, Layton & Finger]
MVBI Capital Trust
700 Corporate Park Drive
St. Louis, Missouri 63105
Mississippi Valley Bancshares, Inc.
700 Corporate Park Drive
St. Louis, Missouri 63105
Re: MVBI Capital Trust
------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for MVBI Capital Trust,
a Delaware business trust (the "Trust"), and Mississippi Valley Bancshares,
Inc., a Missouri corporation (the "Company"), in connection with the
matters set forth herein. At your request, this opinion is being furnished
to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals
or copies of the following:
(a) The Certificate of Trust of the Trust, dated February 14,
1997 (the "Certificate"), as filed in the office of the Secretary of State
of the State of Delaware (the "Secretary of State") on February 14, 1997;
(b) The Trust Agreement of the Trust, dated as of February 14,
1997, among the Company and the trustees of the Trust named therein;
<PAGE> 2
MVBI Capital Trust
Mississippi Valley Bancshares, Inc.
February 25, 1997
Page 2
(c) The Registration Statement (the "Registration Statement")
on Form S-3, including a prospectus (the "Prospectus") relating to the
Floating Rate Cumulative Trust Preferred Securities of the Trust
representing preferred undivided beneficial interests in the Trust (each,
a "Preferred Security" and collectively, the "Preferred Securities"), as
filed by the Company and the Trust with the Securities and Exchange
Commission on February 19, 1997;
(d) A form of Amended and Restated Trust Agreement of the Trust,
to be entered into among the Company, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial
interests in the Trust (the "Trust Agreement"), attached as an exhibit
to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated
February 25, 1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents
other than the documents listed above, and we have assumed that there exists
no provision in any document that we have not reviewed that bears upon or
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely
upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of
which we have assumed to be true, complete and accurate in all material
respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the
creation, operation and termination of the Trust, and that the Trust
Agreement and the Certificate are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the
due creation or due organization or due formation, as the case may be, and
valid existence in good standing of each party to the documents examined
by us under the laws of the jurisdiction governing its creation, organization
or formation, (iii) the legal capacity of natural persons who are parties
to the documents examined by us, (iv) that each of the parties to the
documents examined by us has the power and authority to execute and
deliver, and to perform its obligations under, such documents, (v) the
<PAGE> 3
MVBI Capital Trust
Mississippi Valley Bancshares, Inc.
February 25, 1997
Page 3
due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a
Preferred Security is to be issued by the Trust (collectively, the
"Preferred Security Holders") of a Preferred Security Certificate for
such Preferred Security and the payment for the Preferred Security
acquired by it, in accordance with the Trust Agreement and the Prospectus,
and (vii) that the Preferred Securities are authenticated, issued and
sold to the Preferred Security Holders in accordance with the Trust
Agreement and the Prospectus. We have not participated in the
preparation of the Registration Statement and assume no responsibility
for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our
opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our consummation of
such questions of law and statutes of the State of Delaware as we have
considered necessary or appropriate, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of
the opinion that:
1. The Trust has been duly created and is validly existing
in good standing as a business trust under the Delaware Business Trust Act,
12 Del. C. Section 3801, et seq.
------- ------
2. The Preferred Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the
Trust Agreement.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition,
we hereby consent to the use of our name under the heading "Validity of
Securities" in the Prospectus. In giving the foregoing consents, we do not
thereby admit that we come within the category of Persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Except as stated above,
<PAGE> 4
MVBI Capital Trust
Mississippi Valley Bancshares, Inc.
February 25, 1997
Page 4
without our prior written consent, this opinion may not be furnished or
quoted to, or relied upon by, any other Person for any purpose.
Very Truly yours,
Richards, Layton & Finger
EAM
<PAGE> 1
[letterhead of Armstrong, Teasdale, Schlafly & Davis]
February 25, 1997
Mississippi Valley Bancshares, Inc. MVBI Capital Trust
700 Corporate Park Drive 700 Corporate Park Drive
St. Louis, Missouri 63105 St. Louis, Missouri 63105
Re: Registration Statement on Form S-3 of Mississippi Valley
Bancshares, Inc. and MVBI Capital Trust (File Nos. 333-22055
and 333-22055-01)
Gentlemen:
We have acted as special counsel for Mississippi Valley Bancshares,
Inc., a Missouri corporation (the "Company"), and MVBI Capital Trust (the
"Trust"), a statutory business trust created under the laws of Delaware, in
connection with the above-captioned Registration Statement on Form S-3, filed
with the Securities and Exchange Commission (the "Commission") on February
19, 1997, under the Securities Act of 1933, as amended (the "Act"), and
Amendment No. 1 thereto, filed with the Commission on February 26, 1997 (such
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"), for the purpose of registering the Preferred
Securities issued by the Trust and the Subordinated Debentures issued by the
Company to the Trust in connection with such issuance of the Preferred
Securities. All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Registration Statement.
In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the certificate
of trust (the "Certificate of Trust") filed by the Trust with the Secretary
of State of the State of Delaware on February 14, 1997; (ii) the Trust
Agreement, dated as of February 14, 1997, with respect to the Trust; (iii)
the form of the Amended and Restated Trust Agreement with respect to the
Trust; (iv) the form of the Preferred Securities of the Trust; (v) the form
of Guarantee between the Company and State Street Bank and Trust Company, as
trustee; (vi) the form of Subordinated Debentures; and (vii) the form of the
indenture (the "Indenture"), between the Company and State Street Bank and
Trust Company, as trustee, in each case in the form filed as an exhibit to
the Registration Statement. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such other
documents, certificates, and records as we have deemed necessary or
appropriate for purposes of rendering the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic
<PAGE> 2
ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS
Mississippi Valley Bancshares, Inc.
MVBI Capital Trust
February 25, 1997
Page 2
copies and the authenticity of the originals of such copies. In making our
examination of documents executed by parties other than the Company or the
Trust, we have assumed that such parties had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and that such documents constitute
valid and binding obligations of such parties. In addition, we have assumed
that the Amended and Restated Trust Agreement of the Trust, the Preferred
Securities of the Trust, the Guarantee, the Subordinated Debentures and the
Indenture when executed, will be executed in substantially the form reviewed
by us and that the terms of the Subordinated Debentures when established in
conformity with the Indenture will not violate any applicable law. As to any
facts material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers, trustees, and other representatives of the
Company, the Trust and others.
We hereby confirm that, although the discussion set forth under the
heading "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" in the form of Prospectus
for the offering of Preferred Securities filed as part of the Registration
Statement ("Prospectus") does not purport to discuss all possible United
States federal income tax consequences of the purchase, ownership and
disposition of Preferred Securities, in our opinion, such discussion
constitutes, in all material respects, a fair and accurate summary of the
United States federal income tax consequences of the purchase, ownership and
disposition of the Preferred Securities, based upon current laws as they
relate to holders described therein. It is possible that contrary positions
with regard to the purchase, ownership and disposition of the Preferred
Securities may be taken by the Internal Revenue Service and that a court may
agree with such contrary positions.
Additionally, based upon the facts, assumptions and representations set
forth or referred to herein, and the accuracy of such facts, assumptions and
representations as of the date hereof, it is our opinion that the Trust will
be classified for United States federal income tax purposes as a grantor
trust and not as an association taxable as a corporation. Accordingly, each
holder of Preferred Securities will be treated as owning an undivided
beneficial interest in the Subordinated Debentures.
The opinions expressed in this letter are based on the Internal Revenue
Code of 1986, as amended, the Income Tax Regulations promulgated by the
Treasury Department thereunder and judicial authority reported as of the date
hereof. We have also considered the position of the Internal Revenue Service
(the "Service") reflected in published and private rulings. There can be no
assurances that future legislation or administrative changes, court decisions
or Service interpretations would not significantly modify the statements or
opinions expressed herein.
<PAGE> 3
ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS
Mississippi Valley Bancshares, Inc.
MVBI Capital Trust
February 25, 1997
Page 3
Our opinion is limited to those federal income tax issues specifically
considered herein and is addressed to and is only for the benefit of the
Company and the Trust in connection with the filing of the Registration
Statement and, except as set forth below, is not to be used, circulated,
quoted or otherwise referred to for any other purpose or relied upon by any
other person for any purpose without our written consent. We do not express
any opinion as to any other United States federal income issues, or any state
or local tax issues. Although the opinions herein are based upon our best
interpretation of existing sources of law and express what we believe a court
would properly conclude if presented with these issues, no assurance can be
given that such interpretations would be followed if they were to become the
subject of judicial or administrative proceedings.
We hereby consent to the use of our name under the captions "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES" and "VALIDITY OF SECURITIES" in the
Prospectus and the filing of this opinion with the Commission as Exhibit 8.1
to the Registration Statement. In giving this consent, we do not thereby
concede that we are within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder. This opinion is expressed as of the date hereof and
applies only to the disclosures set forth in the Prospectus and Registration
Statement. We disclaim any undertaking to advise you of any subsequent
changes of the facts stated or assumed herein or any subsequent changes of
the facts stated or assumed herein or any subsequent changes in applicable
law.
Very truly yours,
ARMSTRONG, TEASDALE, SCHLAFLY
& DAVIS
/s/ Armstrong, Teasdale, Schlafly
& Davis
