<PAGE> 1
As filed with the Securities and Exchange Commission on February 4, 1997
Registration Statement No. 333-______
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
MISSISSIPPI VALLEY BANCSHARES, INC.
--------------------------------------
(Exact name of Registrant as specified in its charter)
Missouri 43-1336298
------------------------ ----------------------------------
(State of incorporation) I.R.S. Employer Identification No.
700 Corporate Plaza Drive, St. Louis, Missouri 63105
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(Address of Principal Executive Offices) (Zip Code)
1991 STOCK OPTION PLAN (FIVE-YEAR OPTIONS)
---------------------------------------------
(Full title of the plan)
Andrew N. Baur
Chairman and Chief Executive Officer
Mississippi Valley Bancshares, Inc.
700 Corporate Plaza Drive
St. Louis, Missouri 63105
--------------------------------------
(Name and address of agent for service)
(314) 268-2580
--------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
================================================================================================================================
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share Aggregate offering price registration fee
- --------------------- -------------- -------------------------- --------------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, par 200,000 shares $47.00<F*> $9,400,000.00 $2,848.48
value $1.00 per share
<FN>
<F*> Average of high and low trading prices of registrant's Common Stock as
quoted on the NASDAQ National Market on January 29, 1997.
</TABLE>
------------------------
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is being filed for the purpose of
registering additional securities of the same class (common stock, par value
$1.00 per share) as other securities for which an earlier registration
statement on Form S-8 relating to the same employee benefit plan is
effective.
Pursuant to General Instruction E to Form S-8, the contents of the
earlier registration statement, File No. 33-70208, are hereby incorporated by
reference.
ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL. Frederick O.
-------------------------------------
Hanser, who is of counsel to the law firm of Armstrong, Teasdale, Schlafly &
Davis, the firm giving the opinion set forth in Exhibit 5 of this
Registration Statement, is a member of the Board of Directors of the
registrant and owns 35,280 shares (<1%) of the registrant's common stock.
ITEM 8: EXHIBITS. The Exhibits listed in the Exhibit Index below, hereby
--------
incorporated by reference, are filed as a part of this Registration
Statement.
<PAGE> 3
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of Missouri, on
January 27, 1997.
---
MISSISSIPPI VALLEY BANCSHARES, INC.
By: s/ANDREW N. BAUR
---------------------------------
Andrew N. Baur, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below constitutes and appoints
Andrew N. Baur and Linn H. Bealke his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and re-substitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and
to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
<TABLE>
<C> <C> <S>
January 27, 1997 s/ANDREW N. BAUR Chairman, Chief Executive
-- -------------------------------------- Officer and Director
Andrew N. Baur (Principal Executive Officer)
January 27, 1997 s/LINN H. BEALKE President and Director
-- --------------------------------------
Linn H. Bealke
January 28, 1997 s/JOHN T. BAUMSTARK Director
-- --------------------------------------
John T. Baumstark
<PAGE> 4
January 29, 1997 s/ALICE C. BEHAN Director
-- --------------------------------------
Alice C. Behan
January 28, 1997 s/WILLIAM H. T. BUSH Director
-- --------------------------------------
William H. T. Bush
January , 1997 Director
-- --------------------------------------
Franklin J. Cornwell, Jr.
January 29, 1997 s/THEODORE P. DESLOGE, JR. Director
-- --------------------------------------
Theodore P. Desloge, Jr.
January 28, 1997 s/LOUIS N. GOLDRING Director
-- --------------------------------------
Louis N. Goldring
January 28, 1997 s/RICHARD T. GROTE Director
-- --------------------------------------
Richard T. Grote
January 28, 1997 s/FREDERICK O. HANSER Director
-- --------------------------------------
Frederick O. Hanser
January , 1997 Director
-- --------------------------------------
Donna D. Lambert
January 28, 1997 s/MICHAEL D. LATTA Director
-- --------------------------------------
Michael D. Latta
January 28, 1997 s/MONT S. LEVY Director
-- --------------------------------------
Mont S. Levy
January 28, 1997 s/LEWIS B. SHEPLEY Director
-- --------------------------------------
Lewis B. Shepley
January 27, 1997 s/PAUL M. STRIEKER Executive Vice President,
-- -------------------------------------- Controller, Assistant
Paul M. Strieker Secretary and Chief
Financial Officer
</TABLE>
<PAGE> 5
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
5 Opinion of Armstrong, Teasdale, Schlafly & Davis regarding legality of
shares being registered.
23.1 Consent of Armstrong, Teasdale, Schlafly & Davis (incorporated in
Exhibit 5).
23.2 Consent of Ernst & Young, LLP.
24 Powers of Attorney (see Signature Page).
</TABLE>
<PAGE> 1
EXHIBIT 5
---------
Armstrong, Teasdale, Schlafly & Davis
A Partnership Including Professional Corporations
Attorneys and Counselors
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102-2740
(314) 621-5070
Fax: (314) 621-5065
Kansas City, Missouri
Belleville, Illinois
Olathe, Kansas
February 3, 1997
Board of Directors
Mississippi Valley Bancshares, Inc.
700 Corporate Plaza Drive
St. Louis, Missouri 63105
Gentlemen:
In our capacity as counsel for Mississippi Valley Bancshares, Inc., a
Missouri corporation (the "Company"), we have examined the Registration
Statement on Form S-8 (the "Registration Statement") in form as proposed to
be filed by the Company with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, on or about February 4,
1997 relating to up to 200,000 shares of common stock, par value $1.00 per
share (the "Company Common Stock"), to be offered by the Company pursuant to
the Registration Statement in connection with the Company's 1991 Stock Option
Plan (Five-Year Options) (the "Plan"). In this connection, we have examined
such records, documents and proceedings as we deem relevant and necessary as
a basis for the opinion expressed herein.
Upon the basis of the foregoing, we are of the opinion that the shares
of Company Common Stock referred to above, to be sold by the Company, to the
extent actually issued for purposes of the Plan, will have been duly and
validly authorized and issued and will be fully paid and non-assessable
shares of the Company.
We hereby consent to filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
s/ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS
<PAGE> 1
EXHIBIT 23.2
------------
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Mississippi Valley Bancshares, Inc. 1991 Stock
Option Plan (Five-Year Options) of our report dated January 18, 1996, with
respect to the consolidated financial statements of Mississippi Valley
Bancshares, Inc. incorporated by reference in the Annual Report (Form 10-K)
for the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
s/ERNST & YOUNG LLP
St. Louis, Missouri
January 31, 1997
