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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: June 30, 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.
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(Exact name of Registrant as specified in its charter)
Missouri 43-0672260
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101
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(Address of principal executive offices) (Zip Code)
3l4-466-6000
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(Registrant's telephone number, including area code)
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(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
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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 July 31, 1994
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$1 Par Value 104,739,985
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The consolidated financial statements for the three months and six months
ended June 30, 1994 and 1993 which appear on pages 14 through 16 in the
accompanying June 30, 1994 interim report to stockholders (Exhibit 19 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 and six months ended
June 30, 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 Average Balance Sheet and Net Interest
Margin" on pages 12 and 13 of the June 30, 1994 interim report to
stockholders are incorporated by reference herein.
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BOATMEN'S BANCSHARES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended
June 30
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(In Thousands) 1994 1993
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Net cash provided by operating activities $ 332,370 $ 178,616
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Investing Activities:
Net decrease in Federal funds sold and
securities purchased under resale agreements 19,252 1,020,740
Net increase in loans (870,024) (251,854)
Proceeds from the sales of foreclosed property 19,548 40,555
Proceeds from the maturity of held to maturity
securities 293,202 917,246
Proceeds from sales of held to maturity securities 33,600
Purchases of held to maturity securities (1,053,790) (1,738,064)
Proceeds from the maturity of available for sale
securities 849,166 16,444
Proceeds from sales of available for sale
securities 53,490
Purchases of available for sale securities (287,366) (61,199)
Net (increase) decrease in short-term investments (53,795) 47,896
Net increase in property and equipment (65,756) (35,377)
Net cash received from purchase acquisitions 468,011
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Net cash provided (used) by investing activities (1,096,073) 457,998
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Financing Activities:
Net increase in Federal funds purchased and
securities sold under repurchase agreements 1,269,682 147,203
Net decrease in deposits (722,744) (1,048,380)
Net increase in short-term borrowings 251,993 41,793
Payments on long-term debt (613) (8,364)
Proceeds from the issuance of long-term debt 28,850 99,313
Payments on capital lease obligation (433) (394)
Cash dividends paid (64,564) (54,406)
Common stock issued pursuant to various employee
and shareholder stock issuance plans 2,419 10,205
Decrease in redeemable preferred stock (13) (4)
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Net cash provided (used) by financing activities 764,577 (813,034)
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Increase (decrease) in cash and due from banks 874 (176,420)
Cash and due from banks at beginning of year 1,608,051 1,771,021
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Cash and due from banks at June 30 $ 1,608,925 $ l,594,601
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For the six months ended June 30, 1994 and 1993, interest paid totaled $333
million and $319 million, respectively. Income taxes paid totaled $99.0
million for the first six months of 1994 and $82.7 million for the same period
in 1993. Additional common stock was issued upon conversion of $228 thousand
of the Corporation's convertible debt for the six months ended June 30, 1994
and $13.4 million for the same period in 1993. Loans transferred to
foreclosed property totaled $12.1 million for the six months ended June 30,
1994, and $17.8 million for the same period in 1993. In 1993, assets and
liabilities of acquired subsidiaries at dates of acquisition included
securities of $78 million, loans of $885 million, cash of $480 million, other
assets of $434 million, deposits of $1.9 billion and other liabilities of $14
million.
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PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Registrant's Annual Meeting of Shareholders was held on April 26,
1994. Proxies for the meeting were solicited pursuant to Regulation
14A of the Securities Exchange Act of 1934, as amended.
At this annual meeting, the shareholders (1) elected management's
five director nominees and (2) approved an amendment to Registrant's
Restated Articles of Incorporation increasing the authorized shares
of common stock from 125,000,000 to 150,000,000. The amendment in-
creasing the authorized shares has no effect on the rights of the
holders of common stock. There was no solicitation in opposition to
management's director nominees.
Following is a tabulation of the voting for directors:
Voting Cast
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Nominee For Withheld
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B.A. Bridgewater, Jr. 82,337,997 1,895,515
John E. Hayes, Jr. 82,415,266 1,843,531
Samuel B. Hayes, III 82,354,510 1,890,549
Jerry E. Ritter 83,136,939 1,792,435
William P. Stiritz 82,066,105 2,115,233
With respect to the amendment to the Restated Articles of
Incorporation, there were 78,836,683 shares voted "For" and
4,516,553 shares voted "Against", with 772,578 shares
abstaining and 0 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10. Boatmen's Supplemental Retirement Plan Participation
Agreement dated June 22, 1994, between the Corporation
and Samuel B. Hayes, III.
19. Boatmen's Bancshares, Inc. Report for the
Period Ending June 30, 1994.
(b) Registrant did not file any reports on Form 8-K during
quarter ended June 30, 1994.
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SIGNATURES
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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.
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(Registrant)
Date: August 9, 1994 /s/ JAMES W. KIENKER
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James W. Kienker, Executive Vice
President and Chief Financial Officer
(On behalf of the Registrant and as
Principal Financial and Accounting
Officer)