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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ------------- to --------------------
Commission file number 1-3750
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BOATMEN'S BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MISSOURI 43-0672260
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE BOATMEN'S PLAZA, 800 MARKET STREET, ST. LOUIS, MISSOURI 63101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (314) 466-6000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS)
CONVERTIBLE SUBORDINATED DEBENTURES, 6.25%, DUE 2011
(TITLE OF CLASS)
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Indicate by check mark whether the registrant (1) 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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
Indicate the number of shares outstanding of each of the registrant's
classes of common stock:
NUMBER OF SHARES OUTSTANDING
CLASS OF COMMON STOCK AS OF MARCH 10, 1995
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$1 Par Value 127,572,796
The aggregate market value of registrant's common stock (based upon
the closing trade price on March 10, 1995) held by non-affiliates was
approximately $3,844,600,000.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1994 (Part I, Part II, and Part IV).
(2) Portions of registrant's Proxy Statement filed for its Annual
Meeting of Shareholders scheduled for April 25, 1995 (Part III).
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PART I
ITEM 1. BUSINESS
BOATMEN'S BANCSHARES, INC. ("CORPORATION")
The Corporation was incorporated under the laws of the State of
Missouri in June, 1946 and was known as General Bancshares Corporation
until the time of its merger with Boatmen's Bancshares, Inc. on March
29, 1986. The Corporation's principal office is located in St. Louis,
Missouri where its largest subsidiary, The Boatmen's National Bank of
St. Louis ("Boatmen's Bank"), is located. The Corporation directly or
indirectly owns substantially all of the capital stock of 45 subsidiary
banks, a trust company and its subsidiaries, a mortgage banking
company, a credit life insurance company, an insurance agency and a
credit card bank. The subsidiary banks operate from approximately 410
banking offices and over 500 off-site automated teller machine
locations in Missouri, New Mexico, Oklahoma, Iowa, Texas, Illinois,
Arkansas, Tennessee and Kansas.
The business of the Corporation consists primarily of the ownership,
supervision and control of its subsidiaries. The Corporation provides
its subsidiaries with advice, counsel and specialized services in
various fields of financial and banking policy and operations. The
Corporation also engages in negotiations designed to lead to the
acquisition of other banks and closely related businesses.
Based on total assets as of December 31, 1994, the Corporation was
the largest bank holding company headquartered in the State of Missouri
and among the 30 largest bank holding companies in the United States.
There are numerous bank holding companies and groupings of banks
located throughout the Corporation's markets which offer substantial
competition in the acquisition and operation of banks and non-bank
financial institutions. The Corporation's subsidiaries encounter
substantial competition in all of their banking and related activities,
and its banking subsidiaries face increasing competition from various
non-banking financial institutions that are not subject to the same
geographic and other regulatory restraints applicable to banks.
The information under the caption Acquisition Overview on pages 18
through 20 and Table 2 on page 18 of the Corporation's Annual Report to
Shareholders for the year ended December 31, 1994, is incorporated
herein by reference.
Banking Operations
The following table summarizes the banking operations for each state
in which the Corporation has banking locations.
12/31/94 12/31/94 12/31/94
ASSETS LOANS DEPOSITS
-------- -------- --------
(DOLLARS IN MILLIONS)
Missouri........................................................ $17,025 $9,811 $13,211
New Mexico...................................................... 3,207 1,431 2,643
Oklahoma........................................................ 1,982 1,093 1,573
Texas........................................................... 1,575 805 1,205
Iowa............................................................ 1,249 729 1,038
Illinois........................................................ 1,045 715 918
Arkansas........................................................ 955 499 743
Tennessee....................................................... 833 755 640
Kansas.......................................................... 200 114 150
On January 31, 1995, the Corporation completed the acquisition of
National Mortgage Company ("National"), headquartered in Memphis,
Tennessee. National had a loan servicing portfolio of $13.8 billion at
December 31, 1994.
On January 31, 1995, the Corporation completed the acquisition of
Dalhart Bancshares, Inc. ("Dalhart") and its banking subsidiary,
Citizens State Bank of Dalhart ("Citizens"), both headquartered
in Dalhart, Texas. Citizens operated from three branches and
had assets of approximately $138 million at December 31, 1994.
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Citizens was merged into Boatmen's First National Bank of Amarillo upon
completion of the Dalhart acquisition.
Recent Developments
On February 28, 1995, the Corporation completed the acquisition of
Worthen Banking Corporation ("Worthen"). Worthen, headquartered in
Little Rock, Arkansas, had assets of approximately $3.5 billion at
December 31, 1994, and operates from 112 offices throughout Arkansas
and six offices in the Austin, Texas area.
On February 28, 1995, the Corporation completed the acquisition of
Salem Community Bancorp, Inc. ("Salem"). Salem, and its banking
subsidiary, Community State Bank, Salem, Illinois, has two locations
with approximately $80 million in assets at December 31, 1994.
Trust Operations
The Corporation provides a wide range of trust services to both
individuals and institutions through Boatmen's Trust Company and its
subsidiaries, as well as the trust departments of certain of its
subsidiary banks. The Corporation's trust operations rank among the 15
largest providers of trust services in the United States, with total
trust assets of $69.2 billion at December 31, 1994, including $36.4
billion under management.
Other Non-Bank Subsidiaries
The Corporation's other non-bank subsidiaries include: (1) a mortgage
banking company, whose business is the origination and servicing of
real estate mortgage loans for the account of long-term investors and
the servicing of real estate loans originated by its affiliate banks;
(2) a credit life insurance company which insures or reinsures credit
life and accident and health insurance written by the Corporation's
subsidiary banks; (3) an insurance agency; and (4) a credit card bank.
Regulation and Supervision
As a bank holding company, the Corporation is subject to regulation
pursuant to the Bank Holding Company Act of 1956 (the "Act"), which is
administered by the Board of Governors of the Federal Reserve System
(the "Board").
A bank holding company must obtain Board approval before acquiring,
directly or indirectly, ownership or control of any voting shares of a
bank or bank holding company if, after such acquisition, it would own
or control more than 5% of such shares. Board approval must also be
obtained before any bank holding company acquires all or substantially
all of the assets of another bank or bank holding company or merges or
consolidates with another bank holding company. Furthermore, any
acquisition by a bank holding company of more than 5% of the voting
shares, or of all or substantially all of the assets, of a bank located
in another state may not be approved by the Board unless the laws of
the second state specifically authorize such an acquisition. Missouri
law authorizes bank holding companies domiciled in contiguous states to
acquire Missouri banks and bank holding companies provided their home
states have similar laws. All of the eight contiguous states have
similar laws.
The Act also prohibits a bank holding company, with certain limited
exceptions, from acquiring or retaining direct or indirect ownership or
control of more than 5% of the voting shares of any company which is
not a bank or a bank holding company, or from engaging in any
activities other than those of banking, managing or controlling banks,
or providing services for its subsidiaries. The principal exceptions to
these prohibitions involve certain activities which the Board has
determined to be closely related to the business of banking or managing
or controlling banks.
In September, 1994, the Interstate Banking and Branching Efficiency
Act of 1994 was enacted. One year from date of enactment, bank holding
companies will be permitted to acquire banks in any state subject to
state deposit caps and a 10% nationwide cap. In addition, this law
provides for full interstate branching by bank merger commencing on
June 1, 1997. States may "opt out" of this branching provision prior to
the effective date, and alternatively, states may "opt in" earlier than
June, 1997.
A bank holding company and its subsidiaries are prohibited from
engaging in certain tie-in arrangements in connection with the
extension of credit, with limited exemptions. Subsidiary banks of a
bank holding
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company are also subject to certain restrictions imposed by the Federal
Reserve Act on any extensions of credit to the bank holding company or
any of its subsidiaries, or investment in the stock or other securities
thereof, and on the taking of such stocks or securities as collateral
for loans. The Board possesses cease and desist powers over bank
holding companies if their actions represent unsafe or unsound
practices or violations of law.
In August, 1989, the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA") was enacted. FIRREA allows bank
holding companies to acquire healthy savings institutions, removing
certain restrictions on operations of such institutions. Acquired
savings institutions may now be operated as separate savings
subsidiaries, converted to bank charters or merged into existing bank
subsidiaries, subject to certain requirements. FIRREA also contains a
"cross-guarantee" provision which could result in depository
institutions being assessed for losses incurred by the FDIC in the
assistance provided to, or the failure of, an affiliated depository
institution.
On December 16, 1988, the Board adopted final risk-based capital
guidelines for use in its examination and supervision of bank holding
companies and banks. The guidelines have three main goals: (1) to make
regulatory capital requirements more sensitive to differences in risk
profiles among banking organizations; (2) to take off-balance sheet
risk exposures into explicit account in assessing capital adequacy; and
(3) to minimize disincentives to holding liquid, low-risk assets. A
bank holding company's ability to pay dividends and expand its business
through the acquisition of new banking or non-banking subsidiaries
could be restricted if its capital falls below levels established by
these guidelines. The risk-based capital ratios were fully implemented
by the end of 1992. In 1991, the Board required bank holding companies
and banks to adhere to another capital guideline referred as the Tier 1
leverage ratio. This guideline places a constraint on the degree to
which a banking institution can leverage its equity capital base. The
Corporation substantially exceeds the requirements of these capital
guidelines.
In December, 1991, the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") was enacted. FDICIA, among other
things, identifies the following capital standards for depository
institutions: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized. A depository institution is well capitalized if it
significantly exceeds the minimum level required by regulation for each
relevant capital measure, adequately capitalized if it meets each such
measure, undercapitalized if it fails to meet any such measure,
significantly undercapitalized if it is significantly below any such
measure, and critically undercapitalized if it fails to meet any
critical capital level set forth in the regulations. FDICIA requires a
bank that is determined to be undercapitalized to submit a capital
restoration plan, and the bank's holding company must guarantee that
the bank will meet its capital plan, subject to certain limitations.
FDICIA also prohibits banks from making any capital distribution or
paying any management fee if the bank would thereafter be
undercapitalized. The Corporation's bank subsidiaries currently meet
the well capitalized standards.
FDICIA grants the FDIC authority to impose special assessments on
insured depository institutions to repay FDIC borrowings from the
United States Treasury or other sources and to establish semiannual
assessment rates on Bank Insurance Fund ("BIF") member banks so as to
maintain the BIF at the designated reserve ratio defined in FDICIA.
FDICIA also required the FDIC to implement a risk-based insurance
assessment system pursuant to which the premiums paid by a depository
institution will be based on the probability that the BIF will incur a
loss in respect of such institution. The FDIC has adopted a deposit
insurance assessment system that places each insured institution in one
of nine risk categories based on the level of its capital, evaluation
of its risk by its primary state or federal supervisor, statistical
analysis and other information. In 1995, deposit insurance premiums
will range between 23 cents and 31 cents per $100 of domestic deposits.
In January, 1995, the FDIC proposed reduction of such premiums to between
4 cents and 31 cents effective in the second half of 1995.
The Corporation's national bank subsidiaries are subject to
supervision by the Comptroller of the Currency. The Arkansas federal
savings bank is subject to supervision by the Office of Thrift
Supervision. The FDIC has primary federal supervisory responsibility
for the Corporation's state banks, with the exception of three state
banks that are members of the Federal Reserve System. The Corporation's
state banks and trust companies are also subject to supervision by
the bank supervisory authorities in their respective states. Various
federal and state laws and regulations apply to many aspects of
the operations of the Corporation's subsidiary banks, including
interest rates paid on deposits and loans, investments, mergers
and acquisitions and the establishment of branch offices and
facilities. The payment of dividends by the Corporation's
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subsidiary banks, which is the Corporation's principal source of
income, is also subject to certain statutory restrictions and to
regulation by governmental agencies.
Statistical Disclosure
Pages 17 through 49 and footnote number 11 on page 60 of the
Corporation's Annual Report to Shareholders for the year ended December
31, 1994, are incorporated herein by reference.
ITEM 2. PROPERTIES
The Corporation's headquarters building, Boatmen's Plaza, is located
in downtown St. Louis, Missouri. Through a joint venture, Boatmen's
Bank owns a one-half undivided interest in two-thirds of the building.
On December 31, 1981, Boatmen's Bank entered into a lease agreement for
approximately 60 percent of the building for a term of 30 years. This
long-term lease obligation was capitalized in accordance with Statement
of Financial Accounting Standards No. 13. The principal office of
Boatmen's Trust Company, also located in downtown St. Louis, was
purchased on January 4, 1994.
In January, 1995, the Corporation completed construction of a
technology center in Kansas City, Missouri, and moved existing data
operations into this center. The Corporation's principal banking
offices in Oklahoma, Iowa and Tennessee are leased under long-term
leases. The principal banking offices in New Mexico, Illinois, Arkansas
and Texas are owned. The majority of the other banking offices are
owned by the respective subsidiary banks. In the opinion of management,
the physical properties of the Corporation and its subsidiaries are
suitable and adequate and are being fully utilized.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE CORPORATION
The following sets forth certain information regarding the executive
officers of the Corporation:
POSITIONS WITH OFFICER
NAME AGE CORPORATION SINCE
---- --- -------------- -------
Andrew B. Craig, III............................ 63 Chairman of the Board and 1985
Chief Executive Officer
Samuel B. Hayes, III............................ 58 President and Director 1988
Gregory L. Curl................................. 46 Vice Chairman 1982
John Peters MacCarthy........................... 61 Vice Chairman and Director 1988
John M. Brennan................................. 59 Executive Vice President 1977
J. Robert Brubaker.............................. 59 Executive Vice President and Senior 1987
Operations Officer
Alfred S. Dominick, Jr. ........................ 49 Executive Vice President 1992
Retail Banking
James W. Kienker................................ 48 Executive Vice President and 1979
Chief Financial Officer
Phillip E. Peters............................... 55 Executive Vice President and 1988
Chief Investment Officer
There are no family relationships among any of the named persons.
Each executive officer is elected by the Board of Directors to serve
until the close of the next annual meeting of the shareholders
following his election and until the election of his successor. No
executive officer of the Corporation was selected to his position
pursuant to any arrangement or understanding with any other person.
Each executive officer has held the same position or another
executive position with the Corporation or Boatmen's Bank during the
past five years, except as follows:
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Mr. Dominick was Executive Vice President of Bank One, Dallas, Texas
from March 1990 until joining the Corporation on August 4, 1992. Prior
to his employment with Bank One, Mr. Dominick was a partner in
Dominick/Frerichs Associates Ltd. (a bank consulting firm) from
February, 1989 to March 1990.
PART II
ITEM 5. MARKET FOR THE CORPORATION'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Footnote number 21 on pages 65 and 66 and page 69 of the
Corporation's Annual Report to Shareholders for the year ended December
31, 1994, are incorporated herein by reference. The last trade price
for the Corporation's common stock on March 10, 1995, was $30.375.
ITEM 6. SELECTED FINANCIAL DATA
Page 17 of the Corporation's Annual Report to Shareholders for the
year ended December 31, 1994, is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Pages 17 through 41 of the Corporation's Annual Report to
Shareholders for the year ended December 31, 1994, are incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements together with the report thereon of Ernst &
Young LLP on pages 50 through 67 and the supplementary quarterly
information on page 41 and pages 42 through 45 of the Corporation's
Annual Report to Shareholders for the year ended December 31, 1994, are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION
The information under the item captioned Election of Directors and
Information With Respect to Directors and Executive Officers in the
Corporation's Proxy Statement filed for its Annual Meeting of
Shareholders scheduled for April 25, 1995, is incorporated herein by
reference. The required information regarding the Corporation's
executive officers is contained in PART I in the item captioned
Executive Officers of the Corporation.
ITEM 11. EXECUTIVE COMPENSATION
The information under the caption Executive Compensation on pages 10
through the graph on page 16 in the Corporation's Proxy Statement filed
for its Annual Meeting of Shareholders scheduled for April 25, 1995, is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the table captioned Amount and Nature of
Beneficial Ownership and the caption Security Ownership of Management
in the Corporation's Proxy Statement filed for its Annual Meeting of
Shareholders scheduled for April 25, 1995, is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the caption Certain Transactions in the
Corporation's Proxy Statement filed for its Annual Meeting of
Shareholders scheduled for April 25, 1995, is incorporated herein by
reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The following financial statements of the Corporation and its
consolidated subsidiaries, and the accountants' report thereon, are
incorporated herein by reference.
Consolidated Financial Statements
Balance Sheets-December 31, 1994 and 1993.
Statements of Income-Years ended December 31, 1994, 1993 and 1992.
Statements of Changes in Stockholders' Equity-Years ended December
31, 1994, 1993 and 1992.
Statements of Cash Flows-Years Ended December 31, 1994, 1993 and
1992.
Notes to Consolidated Financial Statements.
Financial Statement Schedules
All required schedules for the Corporation and its subsidiaries
have been included in the consolidated financial statements or
related notes thereto.
The following exhibits are incorporated herein by reference (a):
Exhibit 3(a) - Restated Articles of Incorporation of the
Corporation, Exhibit 3(a) to Boatmen's Bancshares,
Inc.'s S-4 Registration Statement (File
No. 33-55625).
Exhibit 3(b) - Statement of Change of Registered Agent of the
Corporation, Exhibit 3(b) to Boatmen's Bancshares,
Inc.'s S-4 Registration Statement (File
No. 33-55625).
Exhibit 3(c) - Amended By-laws of the Corporation, Exhibit 3(c) to
Boatmen's Bancshares, Inc.'s S-4 Registration
Statement (File No. 33-55625).
Exhibit 4(a) - Rights Agreement dated as of August 14, 1990,
Exhibits 1 and 2 to Registration Statement on Form
8-A.
Exhibit 4(b) - Amendment dated as of January 26, 1993 to Rights
Agreement dated as of August 14, 1990, Exhibit 4(a)
to Boatmen's Bancshares, Inc.'s Annual Report to
the Securities and Exchange Commission on Form 10-K
(File No. 1-3750) for the fiscal year ended
December 31, 1992.
Note: No long-term debt instrument issued by the
Corporation exceeds 10% of the consolidated total
assets of the Corporation and its subsidiaries. In
accordance with paragraph 4(iii) of Item 601 of
Regulation S-K, the Corporation will furnish to the
Commission upon request copies of long-term debt
instruments and related agreements.
Exhibit 10(c) - Boatmen's Bancshares, Inc. Amended 1981 Incentive
Stock Option Plan, Exhibit 10(h) to Boatmen's
Bancshares, Inc.'s Annual Report to the Securities
and Exchange Commission on Form 10-K (File No.
1-3750) for the fiscal year ended December 31,
1986.
Exhibit 10(d) - Boatmen's Bancshares, Inc. Amended 1982 Long-Term
Incentive Plan, Exhibit 10(d) to Boatmen's
Bancshares, Inc.'s Annual Report to the Securities
and Exchange Commission on Form 10-K (File No.
1-3750) for the fiscal year ended December 31,
1992.
Exhibit 10(e) - Boatmen's Bancshares, Inc. 1987 Non-Qualified Stock
Option Plan, Exhibit 10(e) to Boatmen's Bancshares,
Inc.'s Annual Report to the Securities and Exchange
Commission on Form 10-K (File No. 1-3750) for the
fiscal year ended December 31, 1992.
Exhibit 10(f) - Boatmen's Supplemental Retirement Plan dated
November 9, 1993, Exhibit 10(v) to Boatmen's
Bancshares, Inc.'s Annual Report to the Securities
and Exchange Commission on Form 10-K (File No.
1-3750) fror the fiscal year ended December 31,
1993.
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Exhibit 10(j) - Boatmen's Executive Deferred Compensation Plan
dated August 8, 1989, effective January 1, 1990,
Exhibit 10(aa) to Boatmen's Bancshares, Inc.'s
Annual Report to the Securities and Exchange
Commission on Form 10-K (File No. 1-3750) for the
fiscal year ended December 31, 1989.
Exhibit 10(k) - Boatmen's Supplemental Retirement Participation
Agreement dated August 4, 1993, between the
Corporation and Andrew B. Craig, III, Exhibit 10(w)
to Boatmen's Bancshares, Inc.'s Annual Report to
the Securities and Exchange Commission on Form 10-K
(File No. 1-3750) for the fiscal year ended
December 31, 1993.
Exhibit 10(l) - Letter agreement dated November 9, 1993, between
the Corporation and John Peters MacCarthy, Exhibit
10(aa) to Boatmen's Bancshares, Inc.'s Annual
Report to the Securities and Exchange Commission on
Form 10-K (File No. 1-3750) for the fiscal year
ended December 31, 1993.
Exhibit 10(m) - Boatmen's Supplemental Retirement Participation
Agreement dated June 22, 1994, between the
Corporation and Samuel B. Hayes, III, Exhibit 10 to
Boatmen's Bancshares, Inc.'s Quarterly Report to
the Securities and Exchange Commission on Form 10-Q
(File No. 1-3750) for the quarter ended June 30,
1994.
Exhibit 10(n) - Boatmen's Supplemental Retirement Participation
Agreement dated August 8, 1989, between the
Corporation and John Peters MacCarthy, Exhibit
10(ee) to Boatmen's Bancshares, Inc.'s Annual
Report to the Securities and Exchange Commission on
Form 10-K (File No. 1-3750) for the fiscal year
ended December 31, 1989.
Exhibit 10(o) - Boatmen's Bancshares, Inc. 1991 Incentive Stock
Option Plan, Exhibit 10(dd) to Boatmen's
Bancshares, Inc.'s Annual Report to the Securities
and Exchange Commission on Form 10-K (File No.
1-3750) for the fiscal year ended December 31,
1991.
Exhibit 10(p) - Boatmen's Bancshares, Inc. 1992 Annual Incentive
Bonus Plan, Exhibit 10(ee) to Boatmen's Bancshares,
Inc.'s Annual Report to the Securities and Exchange
Commission on Form 10-K (File No. 1-3750) for the
fiscal year ended December 31, 1991.
The following exhibits are submitted herewith:
Exhibit 10(a) - Employment Agreement dated July 1, 1994, between
the Corporation and Andrew B. Craig, III.
Exhibit 10(b) - Employment Agreement dated July 1, 1994, between
the Corporation and Samuel B. Hayes, III.
Exhibit 10(g) - Centerre Executive Retirement Program, as amended.
Exhibit 10(h) - Centerre Bancorporation Executive Deferred
Compensation Plan, as amended.
Exhibit 10(i) - Boatmen's Bancshares, Inc. Deferred Compensation
Plan for Directors.
Exhibit 10(q) - Employment Agreement dated July 1, 1994, between
the Corporation and Gregory L. Curl.
Exhibit 13 - Portions of the Annual Report to Shareholders for
the year ended December 31, 1994.
Exhibit 21 - Subsidiaries of the Corporation.
Exhibit 23 - Independent Auditors' Consent of Ernst & Young LLP.
Exhibit 27 - Financial data schedule.
[FN]
- -----
<Fa> The exhibits included under Exhibit 10 constitute all management
contracts, compensatory plans and arrangements required to be filed
as an exhibit to this form pursuant to Item 14(c) of this report.
No Form 8-K's were filed by the Corporation in the fourth quarter of
1994.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
BOATMEN'S BANCSHARES, INC.
--------------------------------------------
(Registrant)
By ANDREW B. CRAIG, III
--------------------------------------------
Andrew B. Craig, III, Chairman of the
Board and Chief Executive Officer
(principal executive officer)
By JAMES W. KIENKER
--------------------------------------------
James W. Kienker, Executive Vice President
and Chief Financial Officer
(principal financial and accounting officer)
Date: March 14, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Corporation and in the capacities and on the date indicated.
SIGNATURES TITLES DATE
---------- ------ ----
ANDREW B. CRAIG, III Chairman of the Board and Chief March 14, 1995
- ---------------------------------------------------------- Executive Officer
Andrew B. Craig, III
SAMUEL B. HAYES, III President and Director March 14, 1995
- ----------------------------------------------------------
Samuel B. Hayes, III
JOHN PETERS MACCARTHY Vice Chairman and Director March 14, 1995
- ----------------------------------------------------------
John Peters MacCarthy
RICHARD L. BATTRAM Director March 14, 1995
- ----------------------------------------------------------
Richard L. Battram
B. A. BRIDGEWATER, JR. Director March 14, 1995
- ----------------------------------------------------------
B. A. Bridgewater, Jr.
WILLIAM E. CORNELIUS Director March 14, 1995
- ----------------------------------------------------------
William E. Cornelius
ILUS W. DAVIS Director March 14, 1995
- ----------------------------------------------------------
Ilus W. Davis
JOHN E. HAYES, JR. Director March 14, 1995
- ----------------------------------------------------------
John E. Hayes, Jr.
LEE M. LIBERMAN Director March 14, 1995
- ----------------------------------------------------------
Lee M. Liberman
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SIGNATURES TITLES DATE
---------- ------ ----
WILLIAM E. MARITZ Director March 14, 1995
- ----------------------------------------------------------
William E. Maritz
ANDREW E. NEWMAN Director March 14, 1995
- ----------------------------------------------------------
Andrew E. Newman
Director March -, 1995
- ----------------------------------------------------------
Jerry E. Ritter
WILLIAM P. STIRITZ Director March 14, 1995
- ----------------------------------------------------------
William P. Stiritz
ALBERT E. SUTER Director March 14, 1995
- ----------------------------------------------------------
Albert E. Suter
DWIGHT D. SUTHERLAND Director March 14, 1995
- ----------------------------------------------------------
Dwight D. Sutherland
Director March -, 1995
- ----------------------------------------------------------
Theodore C. Wetterau
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INDEX TO EXHIBITS
NUMBER EXHIBIT PAGE
------ ------- ----
3(a) The Corporation's Restated Articles of Incorporation as adopted by its Board of Directors on June
14, 1994, Exhibit 3(a) to Boatmen's Bancshares, Inc.'s S-4 Registration Statement (File
No. 33-55625) is incorporated herein by reference................................................ <F*>
3(b) Statement of Change of Registered Agent of the Corporation, Exhibit 3(b) to Boatmen's Bancshares,
Inc.'s S-4 Registration Statement (File No. 33-55625), is incorporated herein by reference....... <F*>
3(c) The Corporation's Amended By-laws as adopted by its Board of Directors on August 9, 1994, Exhibit
3(c) to Boatmen's Bancshares, Inc.'s S-4 Registration Statement (File No. 33-55625) is
incorporated herein by reference................................................................. <F*>
4(a) Conformed copy of Rights Agreement dated as of August 14, 1990,
Exhibits 1 and 2 to Registration Statement on Form 8-A is incorporated herein
by reference..................................................................................... <F*>
4(b) Amendment dated as of January 26, 1993 to Rights Agreement dated August 14, 1990, Exhibit 4(a) to
Boatmen's Bancshares, Inc.'s Annual Report to the Securities and Exchange Commission on Form 10-K
(File No. 1-3750) for the fiscal year ended December 31, 1992, is incorporated herein by
reference........................................................................................ <F*>
10(a) Employment Agreement dated July 1, 1994, between the Corporation and Andrew B. Craig, III........
10(b) Employment Agreement dated July 1, 1994, between the Corporation and Samuel B. Hayes, III........
10(c) Boatmen's Bancshares, Inc. Amended 1981 Incentive Stock Option Plan, Exhibit 10(h) to Boatmen's
Bancshares, Inc.'s Annual Report to the Securities and Exchange Commission on Form 10-K (File No.
1-3750) for the fiscal year ended December 31, 1986, is incorporated herein by reference......... <F*>
10(d) Boatmen's Bancshares, Inc. Amended 1982 Long Term Incentive Plan, Exhibit 10(d) to Boatmen's
Bancshares, Inc.'s Annual Report to the Securities and Exchange Commission on Form 10-K (File No.
1-3750) for the fiscal year ended December 31, 1992, is incorporated herein by reference......... <F*>
10(e) Boatmen's Bancshares, Inc. 1987 Non-Qualified Stock Option Plan, Exhibit 10(e) to Boatmen's
Bancshares, Inc.'s Annual Report to the Securities and Exchange Commission on Form 10-K (File No.
1-3750) for the fiscal year ended December 31, 1992, is incorporated herein by reference......... <F*>
10(f) Boatmen's Supplemental Retirement Plan dated November 9, 1993, Exhibit 10(v) to Boatmen's
Bancshares, Inc.'s Annual Report to the Securities and Exchange Commission on Form 10-K (File No.
1-3750) for the fiscal year ended December 31, 1993, is incorporated herein by reference......... <F*>
10(g) Centerre Executive Retirement Program, as amended................................................
10(h) Centerre Bancorporation Executive Deferred Compensation Plan, as amended.........................
10(i) Boatmen's Bancshares, Inc. Deferred Compensation Plan for Directors..............................
10(j) Boatmen's Executive Deferred Compensation Plan dated August 8, 1989, effective January 1, 1990,
Exhibit 10(aa) to Boatmen's Bancshares, Inc.'s Annual Report to the Securities and Exchange
Commission on Form 10-K (File No. 1-3750) for the fiscal year ended December 31, 1989, is
incorporated herein by reference................................................................. <F*>
12
INDEX TO EXHIBITS (CONTINUED)
NUMBER EXHIBIT PAGE
------ ------- ----
10(k) Boatmen's Supplemental Retirement Participation Agreement dated August 4, 1993, between the
Corporation and Andrew B. Craig, III, Exhibit 10(w) to Boatmen's Bancshares, Inc.'s Annual Report
to the Securities and Exchange Commission on Form 10-K (File No. 1-3750) for the fiscal year
ended December 31, 1993, is incorporated herein by reference..................................... <F*>
10(l) Letter Agreement dated November 9, 1993, between the Corporation and John Peters MacCarthy,
Exhibit 10(aa) to Boatmen's Bancshares, Inc.'s Annual Report to the Securities and Exchange
Commission on Form 10-K (File No. 1-3750) for the fiscal year ended December 31, 1993, is
incorporated herein by reference................................................................. <F*>
10(m) Boatmen's Supplemental Retirement Participation Agreement dated June 22, 1994, between the
Corporation and Samuel B. Hayes, III, Exhibit 10 to Boatmen's Bancshares, Inc.'s Quarterly Report
to the Securities and Exchange Commission on Form 10-Q (File No. 1-3750) for the quarter ended
June 30, 1994, is incorporated herein by reference............................................... <F*>
10(n) Boatmen's Supplemental Retirement Participation Agreement dated August 8, 1989, between the
Corporation and John Peters MacCarthy, Exhibit 10(ee) to Boatmen's Bancshares, Inc.'s Annual
Report to the Securities and Exchange Commission on Form 10-K (File No. 1-3750) for the fiscal
year ended December 31, 1989, is incorporated herein by reference................................ <F*>
10(o) Boatmen's Bancshares, Inc. 1991 Incentive Stock Option Plan, Exhibit 10(dd) to Boatmen's
Bancshares, Inc.'s Annual Report to the Securities and Exchange Commission on Form 10-K (File No.
1-3750) for the fiscal year ended December 31, 1991, is incorporated herein by reference......... <F*>
10(p) Boatmen's Bancshares, Inc. 1992 Annual Incentive Bonus Plan, Exhibit 10(ee) to Boatmen's
Bancshares, Inc.'s Annual Report to the Securities and Exchange Commission on Form 10-K (File No.
1-3750) for the fiscal year ended December 31, 1991, is incorporated herein by reference......... <F*>
10(q) Employment Agreement dated July 1, 1994, between the Corporation and Gregory L. Curl.............
13
INDEX TO EXHIBITS (CONTINUED)
NUMBER EXHIBIT PAGE
------ ------- ----
13 Portions of the Annual Report to Shareholders for the year ended December 31, 1994...............
GRAPHICS APPENDIX
CROSS REFERENCE
TO PAGE OF
OMITTED CHARTS ANNUAL REPORT
-------------- ---------------
1. Earnings per Share........................................................... Page 3
2. Return on Assets............................................................. Page 3
3. Return on Equity............................................................. Page 4
4. Asset Growth................................................................. Page 20
5. Equity Growth................................................................ Page 20
6. Net Interest Margin.......................................................... Page 22
7. Quarterly Net Interest Margin................................................ Page 22
8. Average Earning Asset Mix.................................................... Page 27
9. Funding Mix.................................................................. Page 27
10. Noninterest Income........................................................... Page 31
11. Noninterest Expense.......................................................... Page 33
12. Loan Portfolio............................................................... Page 34
13. Loan Loss Experience......................................................... Page 36
14. Loan Reserve Coverage........................................................ Page 37
15. Nonperforming Assets......................................................... Page 37
16. Risk-Based Capital........................................................... Page 40
The above listed charts were omitted from the EDGAR version
of Exhibit 13; however, the information depicted in the
charts was adequately discussed and/or displayed in tabular
format within the Management's Discussion and Analysis
section of the Annual Report.
21 Subsidiaries of the Corporation..................................................................
23 Independent Auditors' Consent of Ernst & Young LLP...............................................
27 Financial Data Schedule..........................................................................
<FN>
- -----
<F*>Incorporated by reference.