1 Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ---------- to--------- Commission File number: 1-3750 BOATMEN'S BANCSHARES, INC. - --------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Missouri 43-0672260 - ------------------------------- ------------------------------------- (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101 - --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 3l4-466-6000 - --------------------------------------------------------------------------- (Registrant's telephone number, including area code) - --------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Number of Shares Outstanding Class of Common Stock as of April 30, 1994 - --------------------- ----------------------------- $1 Par Value 104,653,826 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements The consolidated financial statements for the three months ended March 31, 1994 and 1993 which appear on pages 14 through 16 in the accompanying March 31, 1994 interim report to stockholders (Exhibit 20 of this report) are incorporated in this Form 10-Q Quarterly Report to be read in conjunction with the consolidated statement of cash flows on page 3 of this report. The consolidated financial statements include the accounts of the Corporation and its subsidiaries after elimination of all material intercompany transactions. In the opinion of management, all necessary adjustments, consisting of normal recurring adjustments, have been included to present fairly the results of operations for the interim periods presented herein. The results of operations for the three months ended March 31, 1994 are not necessarily indicative of the results which may be expected for any other interim period or for the entire year. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Information appearing under "Financial Commentary" on pages 2 through 10 and the information appearing under "Consolidated Quarterly Earnings Trend" on page 11 and "Consolidated Quarterly Average Balance Sheet and Net Interest Margin" on pages 12 and 13 of the March 31, 1994 interim report to stockholders are incorporated by reference herein. 2 3 BOATMEN'S BANCSHARES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31 ------------------- (In Thousands) 1994 1993 - -------------- ---- ---- Net cash provided by operating activities $ 111,240 $ 171,210 ---------- ---------- Investing Activities: Net decrease in Federal funds sold and securities purchased under resale agreements 299,791 778,216 Net increase in loans (294,204) (124,294) Proceeds from the sales of foreclosed property 10,546 22,239 Proceeds from the maturity of held to maturity securities 109,816 525,764 Proceeds from sales of held to maturity securities 937 Purchases of held to maturity securities (746,096) (853,776) Proceeds from the maturity of available for sale securities 553,346 756 Proceeds from sales of available for sale securities 51,104 Purchases of available for sale securities (196,226) Net (increase) decrease in short-term investments (74,902) 48,791 Net increase in property and equipment (48,583) (15,220) Net cash received from purchase acquisitions 10,108 ---------- ---------- Net cash provided (used) by investing activities (335,408) 393,521 ---------- ---------- Financing Activities: Net (increase) decrease in Federal funds purchased and securities sold under repurchase agreements 987,768 (171,427) Net decrease in deposits (269,002) (586,528) Net decrease in short-term borrowings (386,036) (122,693) Payments on long-term debt (324) (3,424) Proceeds from the issuance of long-term debt 28,850 99,313 Payments on capital lease obligation (216) (197) Cash dividends paid (32,245) (27,042) Common stock issued pursuant to various employee and shareholder stock issuance plans 1,272 5,128 Decrease in redeemable preferred stock (13) ---------- ---------- Net cash provided (used) by financing activities 330,054 (806,870) ---------- ---------- Increase (decrease) in cash and due from banks 105,886 (242,139) Cash and due from banks at beginning of year 1,608,051 1,771,021 ---------- ---------- Cash and due from banks at March 31 $1,713,937 $l,528,882 ========== ========== For the three months ended March 31, 1994 and 1993, interest paid totaled $157 million and $155 million, respectively and income taxes paid totaled $5.5 million and $2.4 million. Additional common stock was issued upon conversion of $20 thousand of the Corporation's convertible debt for the three months ended March 31, 1994 and $13.4 million for the same period a year ago. Loans transferred to foreclosed property totaled $6.8 million in 1994, and $4.0 million in 1993. In 1993, assets and liabilities of acquired subsidiaries at dates of acquisition included investment securities of $22 million, loans of $207 million, cash of $22 million, other assets of $74 million, deposits of $309 billion and other liabilities of $34 million. 3 4 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 20. Boatmen's Bancshares, Inc. Report for the Period Ending March 31, 1994. (b) Registrant did not file any reports on Form 8-K during the quarter ended March 31, 1994. 4 5 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. BOATMEN'S BANCSHARES, INC. --------------------------- (Registrant) Date: May 6, 1994 JAMES W. KIENKER ----------- ------------------------------------- James W. Kienker, Executive Vice President and Chief Financial Officer (On behalf of the Registrant and as Principal Financial and Accounting Officer)