SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 30, 1988 Commerce Bancshares, Inc. (Exact name of registrant as specified in its charter) Missouri 43-0889454 (State of Incorporation) (IRS Employer dentification No.) 0-2989 (Commission File Number) 1000 Walnut, Kansas City, MO 64106 (Address of principal executive offices and Zip Code) (816) 234-2000 (Registrant's telephone number, including area code) Item 5. Other Events The following Commerce Bancshares, Inc. and Subsidiaries consolidated balance sheet and statements of income are presented in accordance with Article X, Section 10.4 of the definitive agreement to acquire Fidelity Bankshares, Inc. This acquisition was effective November 1, 1998 and was accounted for as a pooling of interests. The Commerce Bancshares, Inc. and Subsidiaries consolidated financial statements have not been restated due to immateriality. COMMERCE BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET <CAPTION) November 30, 1998 ----------------- (Unaudited) (In thousands) ASSETS Loans, net of unearned income $7,035,782 Allowance for loan losses (117,784) ---------- Net loans 6,917,998 ---------- Investment securities: Available for sale 2,737,050 Trading account 9,784 Other non-marketable 28,577 ---------- Total investment securities 2,775,411 ---------- Federal funds sold and securities purchased under agreements to resell 453,077 Cash and due from banks 679,430 Land, buildings and equipment - net 223,673 Goodwill and core deposit - net 77,784 Other assets 132,496 ----------- Total assets $11,259,869 =========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing demand $1,692,295 Savings and interest bearing demand 5,148,670 Time open and C.D.'s of less than $100,000 2,278,237 Time open and C.D.'s of $100,000 and over 294,583 ---------- Total deposits 9,413,785 Federal funds purchased and securities sold under agreements to repurchase 590,216 Long-term debt and other borrowings 27,206 Other liabilities 157,074 ---------- Total liabilities 10,188,281 ---------- Stockholders' equity: Stock and surplus 293,352 Retained earnings 748,124 Treasury stock (16,518) Unearned employee benefits (929) Unrealized securities gain - net of tax 47,559 ---------- Total stockholders' equity 1,071,588 ---------- Total liabilities and stockholders'equity $11,259,869 =========== COMMERCE BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME For the For the Month Eleven Months Ended Ended -------- --------- November 30, 1998 --------------------- (Unaudited) (In thousands) INTEREST INCOME Interest and fees on loans $46,955 $506,199 Interest on investment securities 13,293 143,904 Interest on federal funds sold and securities purchased under agreements to resell 1,861 14,559 ------- -------- Total interest income 62,109 664,662 ------- -------- INTEREST EXPENSE Interest on deposits: Savings and interest bearing demand 11,416 130,602 Time open and C.D.'s of less than $100,000 10,032 108,324 Time open and C.D.'s of $100,000 and over 1,310 12,403 Interest on federal funds purchased and securities sold under agreements to repurchase 2,159 23,677 Interest on long-term debt and other borrowings 55 384 ------- ------- Total interest expense 24,972 275,390 ------- ------- Net interest income 37,137 389,272 Provision for loan losses 1,839 34,132 ------- ------- Net interest income after provision for loan losses 35,298 355,140 ------- ------- NON-INTEREST INCOME Trust fees 4,085 45,922 Deposit account charges and other fees 5,340 57,083 Credit card transaction fees 3,156 31,654 Trading account profits and commissions 873 7,753 Net gains on securities transactions 137 6,729 Other 3,924 42,455 ------- ------- Total non-interest income 17,515 191,596 ------- ------- NON-INTEREST EXPENSE Salaries and employee benefits 16,906 181,151 Net occupancy 2,076 21,652 Equipment 1,690 16,376 Supplies and communication 2,356 26,857 Data processing 3,010 26,992 Marketing 724 11,740 Goodwill and core deposit 766 8,419 Other 5,593 48,343 ------- ------- Total non-interest expense 33,121 341,530 ------- ------- Income before income taxes 19,692 205,206 Less income taxes 6,420 69,437 ------- -------- Net income $13,272 $135,769 ======= ======== Net income per share - basic* $.22 $2.22 ======= ======== Net income per share - diluted* $.21 $2.19 ======= ======== * Per share amounts reflect a 5% stock dividend declared October 2, 1998 to holders of record as of November 30, 1998 and distributed on December 18, 1998. Item 7. Financial Statements and Exhibits (a) Financial statements of businesses acquired. None (b) Pro forma financial information. None (c) Exhibits. (27) Financial Data Schedule SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COMMERCE BANCSHARES, INC. Date: December 21, 1998 By s/Jeffery D. Aberdeen --------------------- Jeffery D. Aberdeen Controller (Chief Accounting Officer)