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Registration No. 33-----
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BOATMEN'S BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Missouri 43-0672260
- ------------------------------------ ---------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101
(314) 466-6000
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(Address of Principal Executive Offices) (Zip Code)
BOATMEN'S BANCSHARES, INC. 1991 INCENTIVE STOCK OPTION PLAN
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(Full Title of the Plan)
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JAMES W. KIENKER
Executive Vice President
Boatmen's Bancshares, Inc.
One Boatmen's Plaza, 800 Market Street
St. Louis, Missouri 63101
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(Name and Address of Agent for Service)
(314) 466-7718
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(Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
SCOTT J. LUEDKE, Esq.
Lewis, Rice & Fingersh, L.C.
500 North Broadway
St. Louis, Missouri 63102
(314) 444-7600
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Share<F1> Price<F1> Fee<F1>
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Common stock, $1.00 par value 2,000,000 $35.0625 $70,125,000 $24,181.03
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<FN>
<F1> Pursuant to Rule 457(h), represents the average of the high and low
reported prices for the Registrant's common stock on July 6, 1995, such being
a date within five (5) business days prior to the date of filing of this
Registration Statement.
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Pursuant to Rule 429, the Prospectus relating to this Registration Statement
also relates to the securities registered pursuant to the Form S-8
Registration Statement as filed with the Commission on December 17, 1991 (No.
33-44546).
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Information contained in the following documents of Boatmen's
Bancshares, Inc. (the "Corporation") filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994, as filed with the Commission pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed by the Corporation pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1994;
(c) The description of the Corporation's common stock (the "Common
Stock") contained in the Corporation's Registration Statement on Form 8-A
under the Exchange Act, as amended under cover of Form 8 dated July 15, 1988,
and the description of the Corporation's preferred share purchase rights
contained in the Corporation's Registration Statement on Form 8-A under the
Exchange Act filed August 14, 1990 and the Rights Agreement, dated as of
August 14, 1990, included as an Exhibit thereto, as amended by the Amendment
to the Rights Agreement, dated as of January 26, 1993, included as an Exhibit
to the Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992.
All reports and other documents subsequently filed by the Corporation
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents.
ITEM 5. INTERESTS OF COUNSEL AND NAMED EXPERTS
Certain legal matters in connection with the Plan and the shares of
Common Stock to be issued through the Plan have been passed upon for the
Corporation by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri. Members of
Lewis, Rice & Fingersh. L.C., and attorneys employed by them owned, directly
or indirectly, as of April 15, 1995, approximately 67,892 shares of Common
Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 351.355(1) and (2) of The General Business Corporation Law of
the State of Missouri provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, judgments, fines and amounts paid in settlement
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actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful, except that, in the case of an action or
suit by or in the right of the corporation, the corporation may not indemnify
such persons against judgments and fines, and no person shall be indemnified
as to any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the court in which
the action or suit was brought determines upon application that such person is
fairly and reasonably entitled to indemnity for proper expenses. Section
351.355 further provides that, to the extent that a director, officer,
employee or agent of the corporation has been successful in the defense of any
such action, suit or proceeding or any claim, issue or matter therein, he
shall be indemnified against expenses, including attorney's fees, actually and
reasonably incurred in connection with such action, suit or proceeding.
Section 351.355 provides that a Missouri corporation may provide additional
indemnification to any person indemnifiable under subsection (1) or (2),
provided such additional indemnification is authorized by the corporation's
articles of incorporation or an amendment thereto or by a shareholder-approved
by-law or agreement, and provided further that no person shall thereby be
indemnified against conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct. Article XIII of the
Restated Articles of Incorporation of the Corporation provides that the
Corporation shall indemnify its directors and certain of its executive
officers to the full extent specified in Section 351.355 and, in addition,
shall indemnify each of them against all expenses incurred in connection with
any claim by reason of service for or at the request of the Corporation in any
of the capacities referred to in Section 351.355 or arising out of his or her
status in any such capacity, provided that he or she may not be indemnified
against conduct finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct, and that it may extend to other
officers, employees and agents such indemnification and additional
indemnification.
Pursuant to a policy of directors' and officers' liability insurance,
with total annual limits of $55 million, the Corporation's officers and
directors are insured, subject to the limits, retention, exceptions and other
terms and conditions of such policy, against liability for any actual or
alleged error, misstatement, misleading statement, act or omission, or neglect
or breach of duty by the directors or officers of the Corporation in the
discharge of their duties solely in their capacity as directors or officers of
the Corporation, individually or collectively, or any matter claimed against
them solely by reason of their being directors or officers of the Corporation.
ITEM 8. EXHIBITS
The following exhibits are submitted herewith or incorporated by
reference herein:
Exhibit
Number Exhibit
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3(a) Restated Articles of Incorporation of the Corporation;
3(b) Amended By-Laws of the Corporation;
4(a) Rights Agreement, dated as of August 14, 1990;
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4(b) Amendment to Rights Agreement, dated as of January 26, 1993;
5 Opinion of Lewis, Rice & Fingersh, L.C. re legality;
23(a) Consent of Lewis, Rice & Fingersh, L.C. (included in opinion re legality);
23(b) Consent of Ernst & Young LLP;
23(c) Consent of KPMG Peat Marwick LLP;
23(d) Consent of Frost & Company;
24 Powers of Attorney
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) to include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on July 12, 1995.
BOATMEN'S BANCSHARES, INC.
By /s/ Andrew B. Craig, III
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Andrew B. Craig, III
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities on July 12, 1995.
Name Title
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/s/ Andrew B. Craig, III Chairman of the Board
- ------------------------------------- and Chief Executive
Andrew B. Craig, III Officer (principal executive officer)
/s/ James W. Kienker Executive Vice President and
- ------------------------------------- Chief Financial Officer
James W. Kienker (principal financial and
accounting officer)
* President and Director
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Samuel B. Hayes, III
* Director
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Richard L. Battram
* Director
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B. A. Bridgewater, Jr.
* Director
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William E. Cornelius
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* Director
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John E. Hayes, Jr.
* Director
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C. Ray Holman
* Director
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John Peters MacCarthy
* Director
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William E. Maritz
* Director
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Andrew E. Newman
* Director
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Richard E. Peck
* Director
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Jerry E. Ritter
* Director
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William P. Stiritz
* Director
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Albert E. Suter
* Director
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Dwight D. Sutherland
* Director
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Theodore C. Wetterau
By /s/ James W. Kienker
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* Attorney-in-Fact
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BOATMEN'S BANCSHARES, INC.
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
Reg. S-K
Item 601
Exhibit No. Exhibit
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3(a) Restated Articles of Incorporation of Boatmen's Bancshares,
Inc.
3(b) Amended By-Laws of Boatmen's Bancshares, Inc. is
incorporated herein by reference from the Boatmen's
Bancshares, Inc. Registration Statement on Form S-4
(Registration Statement No. 33-55625), dated September 26,
1994.
4(a) Rights Agreement, dated as of August 14, 1990, is
incorporated herein by reference from the Boatmen's
Bancshares, Inc. Registration Statement on Form 8-A, dated
August 14, 1990.
4(b) Amendment, dated as of January 26, 1993, to Rights
Agreement dated August 14, 1990, is incorporated herein by
reference from the Boatmen's Bancshares, Inc. Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.
5 Opinion of Lewis, Rice & Fingersh, L.C. regarding legality.
23(a) Consent of Lewis, Rice & Fingersh, L.C. (in opinion
regarding legality).
23(b) Consent of Ernst & Young LLP.
23(c) Consent of KPMG Peat Marwick LLP.
23(d) Consent of Frost & Company.
24 Powers of Attorney.