FORM 10-K/A
Amendment No. 1
Missouri (State of Incorporation) | 43-0889454 (IRS Employer Identification No.) |
Portions of the definitive proxy statement with respect to the annual meeting of shareholders to be held on April 18, 2001, are incorporated in Part III.
The Company is managed in three operating segments. The Consumer segment includes the retail branch network, consumer installment lending, bankcard, student lending, and discount brokerage services. It contributed 52% of the Company’s 2000 pre-tax net income. The Commercial segment provides corporate lending, leasing, and international services, as well as business, government deposit and cash management services. It contributed 43% of the Company’s pre-tax income. The Money Management segment provides traditional trust and estate tax planning services, and advisory and discretionary investment management services. This segment also operates a family of mutual funds available for sale to both trust and general retail customers. At December 31, 2000, the segment managed investments with a market value of $10.1 billion and administered an additional $6.1 billion in non-managed assets. Additional information relating to operating segments can be found on pages36 and53 of the 2000 Annual Report to Shareholders.
Annual Report Page | ||||
---|---|---|---|---|
I. | Distribution of Assets, Liabilities and Stockholders’ Equity; Interest Rates and Interest Differential | 23 ,38-41 | ||
II. | Investment Portfolio | 31-32 ,48-49 | ||
III. | Loan Portfolio | |||
Types of Loans | 28 | |||
Maturities and Sensitivities of Loans to Changes in Interest Rates | 28 | |||
Risk Elements | 30-31 | |||
IV. | Summary of Loan Loss Experience | 24-25 | ||
V. | Deposits | 35 ,38-39 | ||
VI. | Return on Equity and Assets | 22 | ||
VII. | Short-Term Borrowings | 49 |
Building | Net rentable square footage | % occupied in total | % occupied by bank | |||
---|---|---|---|---|---|---|
922 Walnut Kansas City, MO | 205,000 | unoccupied at present—under renovation | ||||
1000 Walnut Kansas City, MO | 384,000 | 96 | 64 | |||
720 Main Kansas City, MO | 180,000 | 98 | 84 | |||
8000 Forsyth Clayton, MO | 197,000 | 99 | 96 | |||
416 Main Peoria, IL | 224,000 | 87 | 25 | |||
150 N. Main Wichita, KS | 191,000 | 99 | 61 |
Name and Age | Positions with Registrant | |
---|---|---|
Jeffery D. Aberdeen, 47 | Controller of the Company since December, 1995. Assistant Controller of the Company and Controller of Commerce Bank, N.A. (Missouri), a subsidiary of the Company, prior thereto. | |
Andrew F. Anderson, 49 | Senior Vice President of the Company since October, 1998. Chairman of the Board, President and Chief Executive Officer of Commerce Bank, N.A. (Illinois), a subsidiary of the Company, since August, 1995. President and Chief Executive Officer of The Peoples Bank of Bloomington, IL prior thereto. | |
Kevin G. Barth, 40 | Senior Vice President of the Company and Executive Vice President of Commerce Bank, N.A. (Missouri), since October, 1998. Officer of Commerce Bank, N.A. (Missouri) prior thereto. |
Name and Age | Positions with Registrant | |
---|---|---|
A. Bayard Clark, 55 | Chief Financial Officer, Executive Vice President and Treasurer of the Company since December, 1995. Executive Vice President of the Company prior thereto. | |
Sara E. Foster, 40 | Senior Vice President of the Company since December, 1997. Vice President of the Company prior thereto. | |
David W. Kemper, 50 | Chairman of the Board of Directors of the Company since November, 1991, Chief Executive Officer of the Company since June, 1986, and President of the Company since April, 1982. Chairman of the Board and President of Commerce Bank, N.A. (Missouri). He is the son of James M. Kemper, Jr. (a former Director and former Chairman of the Board of the Company) and the brother of Jonathan M. Kemper, Vice Chairman of the Company. | |
Jonathan M. Kemper, 47 | Vice Chairman of the Company since November, 1991 and Vice Chairman of Commerce Bank, N.A. (Missouri) since December, 1997. Prior thereto, he was Chairman of the Board, Chief Executive Officer, and President of Commerce Bank, N.A. (Missouri). He is the son of James M. Kemper, Jr. (a former Director and former Chairman of the Board of the Company) and the brother of David W. Kemper, Chairman, President, and Chief Executive Officer of the Company. | |
Charles G. Kim, 40 | Executive Vice President of the Company since April, 1995. Prior thereto, he was Senior Vice President of Commerce Bank, N.A. (Clayton, MO), a former subsidiary of the Company. | |
Seth M. Leadbeater, 50 | Executive Vice President of the Company since October, 1998. Executive Vice President of Commerce Bank, N.A. (Missouri) since December 1997. Prior thereto, he was President of Commerce Bank, N.A. (Clayton, MO). | |
Robert C. Matthews, Jr., 53 | Executive Vice President of the Company since December, 1989. Executive Vice President of Commerce Bank, N.A. (Missouri) since December, 1997. | |
Michael J. Petrie, 44 | Senior Vice President of the Company since April, 1995. Prior thereto, he was Vice President of the Company. | |
Robert J. Rauscher, 43 | Senior Vice President of the Company since October, 1997. Senior Vice President of Commerce Bank, N.A. (Missouri) prior thereto. | |
V. Raymond Stranghoener, 49 | Senior Vice President of the Company since February, 2000. Prior to his employment with the Company in October, 1999, he was employed at BankAmerica Corp. as National Executive of the Bank of America Private Bank Wealth Strategies Group. He joined Boatmen’s Trust Company in 1993, which subsequently merged with BankAmerica Corp. | |
William A. Sullins, Jr., 62 | Vice Chairman of the Company since August, 1992. Vice Chairman of Commerce Bank, N.A. (Missouri) since December, 1997. Vice Chairman of Commerce Bank, N.A. (Clayton, MO) prior thereto. |
(1) Financial Statements—The Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Cash Flows, Statements of Stockholders’ Equity, Notes to Consolidated Financial Statements and Summary of Quarterly Statements of Income. |
(2) Financial Statement Schedules—All schedules are omitted as such information is inapplicable or is included in the financial statements. |
(3) Exhibits: |
3—Articles of Incorporation and By-Laws: |
(a) Restated Articles of Incorporation, as amended, were filed in quarterly report on Form 10-Q dated August 10, 1999, and the same are hereby incorporated by reference. |
(b) Restated By-Laws were filed in quarterly report on Form 10-Q dated August 9, 1996, and the same are hereby incorporated by reference. |
4—Instruments defining the rights of security holders, including indentures: |
(a) Pursuant to paragraph 4(iii) of Item 601 Regulation S-K, Registrant will furnish to the Commission upon request copies of long-term debt instruments. |
(b) Shareholder Rights Plan contained in an Amended and Restated Rights Agreement was filed on Form 8-A12G/A dated June 7, 1996, and the same is hereby incorporated by reference. |
(c) Form of Rights Certificate and Election to Exercise was filed on Form 8-A12G/A dated June 7, 1996, and the same is hereby incorporated by reference. |
(d) Form of Certificate of Designation of Preferred Stock was filed on Form 8-A12G/A dated June 7, 1996, and the same is hereby incorporated by reference. |
10—Material Contracts (Each of the following is a management contract or compensatory plan arrangement): |
(a) Commerce Bancshares, Inc. Executive Incentive Compensation Plan amended and restated as of December 31, 1999, was filed in annual report on Form 10-K dated March 10, 2000, and the same is hereby incorporated by reference. |
(b) Commerce Bancshares, Inc. Incentive Stock Option Plan amended and restated as of October 4, 1996 was filed in quarterly report on Form 10-Q dated November 8, 1996, and the same is hereby incorporated by reference. |
(c) Commerce Bancshares, Inc. 1987 Non-Qualified Stock Option Plan amended and restated as of October 4, 1996 was filed in quarterly report on Form 10-Q dated November 8, 1996, and the same is hereby incorporated by reference. |
(d) Commerce Bancshares, Inc. Stock Purchase Plan for Non-Employee Directors amended and restated as of October 4, 1996 was filed in quarterly report on Form 10-Q dated November 8, 1996, and the same is hereby incorporated by reference. |
(e) Copy of Supplemental Retirement Income Plan established by Commerce Bancshares, Inc. for James M. Kemper, Jr. was filed in annual report on Form 10-K dated March 6, 1992, and the same is hereby incorporated by reference. |
(f) Commerce Bancshares, Inc. 1996 Incentive Stock Option Plan amended and restated as of October 4, 1996 was filed in quarterly report on Form 10-Q dated November 8, 1996, and the same is hereby incorporated by reference. |
(g) Commerce Executive Retirement Plan was filed in annual report on Form 10-K dated March 8, 1996, and the same is hereby incorporated by reference. |
(h) Commerce Bancshares, Inc. Restricted Stock Plan amended and restated as of February 4, 2000, was filed in annual report on Form 10-K dated March 10, 2000, and the same is hereby incorporated by reference. |
(i) Form of Severance Agreement between Commerce Bancshares, Inc. and certain of its executive officers entered into as of October 4, 1996 was filed in quarterly report on Form 10-Q dated November 8, 1996, and the same is hereby incorporated by reference. |
(j) Trust Agreement for the Commerce Bancshares, Inc. Executive Incentive Compensation Plan was filed in annual report on Form 10-K dated March 10, 2000, and the same is hereby incorporated by reference. |
13—Annual Report to Security Holders |
21—Subsidiaries of the Registrant |
23—Independent Accountants’ Consent |
24—Powers of Attorney (in the following form): |
(b) Reports on Form 8-K: |
COMMERCE BANCSHARES , INC . |
S / JEFFERY D. ABERDEEN |
Jeffery D. Aberdeen |
Controller | |
(Chief Accounting Officer) |
INDEX TO EXHIBITS
(a) Restated Articles of Incorporation, as amended, were filed in quarterly report on Form 10-Q dated August 10, 1999, and the same are hereby incorporated by reference. |
(b) Restated By-Laws were filed in quarterly report on Form 10-Q dated August 9, 1996, and the same are hereby incorporated by reference. |
(a) Pursuant to paragraph 4(iii) of Item 601 Regulation S-K, Registrant will furnish to the Commission upon request copies of long-term debt instruments. |
(b) Shareholder Rights Plan contained in an Amended and Restated Rights Agreement was filed on Form 8-A12G/A dated June 7, 1996, and the same is hereby incorporated by reference. |
(c) Form of Rights Certificate and Election to Exercise was filed on Form 8-A12G/A dated June 7, 1996, and the same is hereby incorporated by reference. |
(d) Form of Certificate of Designation of Preferred Stock was filed on Form 8-A12G/A dated June 7, 1996, and the same is hereby incorporated by reference. |
(a) Commerce Bancshares, Inc. Executive Incentive Compensation Plan amended and restated as of December 31, 1999, was filed in annual report on Form 10-K dated March 10, 2000, and the same is hereby incorporated by reference. |
(b) Commerce Bancshares, Inc. Incentive Stock Option Plan amended and restated as of October 4, 1996 was filed in quarterly report on Form 10-Q dated November 8, 1996, and the same is hereby incorporated by reference. |
(c) Commerce Bancshares, Inc. 1987 Non-Qualified Stock Option Plan amended and restated as of October 4, 1996 was filed in quarterly report on Form 10-Q dated November 8, 1996, and the same is hereby incorporated by reference. |
(d) Commerce Bancshares, Inc. Stock Purchase Plan for Non-Employee Directors amended and restated as of October 4, 1996 was filed in quarterly report on Form 10-Q dated November 8, 1996, and the same is hereby incorporated by reference. |
(e) Copy of Supplemental Retirement Income Plan established by Commerce Bancshares, Inc. for James M. Kemper, Jr. was filed in annual report on Form 10-K dated March 6, 1992, and the same is hereby incorporated by reference. |
(f) Commerce Bancshares, Inc. 1996 Incentive Stock Option Plan amended and restated as of October 4, 1996 was filed in quarterly report on Form 10-Q dated November 8, 1996, and the same is hereby incorporated by reference. |
(g) Commerce Executive Retirement Plan was filed in annual report on Form 10-K dated March 8, 1996, and the same is hereby incorporated by reference. |
(h) Commerce Bancshares, Inc. Restricted Stock Plan amended and restated as of February 4, 2000, was filed in annual report on Form 10-K dated March 10, 2000, and the same is hereby incorporated by reference. |
(i) Form of Severance Agreement between Commerce Bancshares, Inc. and certain of its executive officers entered into as of October 4, 1996 was filed in quarterly report on Form 10-Q dated November 8, 1996, and the same is hereby incorporated by reference. |
(j) Trust Agreement for the Commerce Bancshares, Inc. Executive Incentive Compensation Plan was filed in annual report on Form 10-K dated March 10, 2000, and the same is hereby incorporated by reference. |
24—Powers of Attorney