<PAGE> 1
As filed with the Securities and Exchange Commission on April 22, 1998
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
---------------------------------------------------------------
(Address of Principal Executive Office) (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)
<TABLE>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
<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 570,000 shares $41.25<F*> $23,512,500.00 $6,936.19
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 April 16, 1998.
</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 64,410 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
----------
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
April 16, 1998.
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> <C>
April 16, 1998 /s/ ANDREW N. BAUR Chairman, Chief Executive
-- -------------------------------- Officer and Director
Andrew N. Baur (Principal Executive Officer)
April , 1998 President and Director
-- --------------------------------
Linn H. Bealke
April 20, 1998 /s/ JOHN T. BAUMSTARK Director
-- --------------------------------
John T. Baumstark
<PAGE> 4
April , 1998 Director
-- --------------------------------
Alice C. Behan
April 20, 1998 /s/ WILLIAM H. T. BUSH Director
-- --------------------------------
William H. T. Bush
April , 1998 Director
-- --------------------------------
Franklin J. Cornwell, Jr.
April 20, 1998 /s/ THEODORE P. DESLOGE, JR. Director
-- --------------------------------
Theodore P. Desloge, Jr.
April 20, 1998 /s/ LOUIS N. GOLDRING Director
-- --------------------------------
Louis N. Goldring
April , 1998 Director
-- --------------------------------
Richard T. Grote
April 20, 1998 /s/ FREDERICK O. HANSER Director
-- --------------------------------
Frederick O. Hanser
April , 1998 Director
-- --------------------------------
Donna D. Lambert
April 20, 1998 /s/ MICHAEL D. LATTA Director
-- --------------------------------
Michael D. Latta
April 20, 1998 /s/ MONT S. LEVY Director
-- --------------------------------
Mont S. Levy
April , 1998 Director
-- --------------------------------
Lewis B. Shepley
April 17, 1998 /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> <C>
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
April 17, 1998
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 April 22,
1998 relating to up to 570,000 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 15, 1998, 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, 1997, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
St. Louis, Missouri
April 20, 1998
