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Boatmen's Bancshares, Inc.
Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
NEWS
For further information, contact:
Kevin R. Stitt
Boatmen's Bancshares
314/466-7662
Michael J. Shonka
Fourth Financial
316/261-4510
FOR IMMEDIATE RELEASE
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BOATMEN'S BANCSHARES, FOURTH FINANCIAL ANNOUNCE MERGER AGREEMENT
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August 25, 1995 - Boatmen's Bancshares, Inc. (NASDAQ:BOAT),
headquartered in St. Louis, and Fourth Financial Corporation (NASDAQ:FRTH),
based in Wichita, Kansas, today announced that they have signed a
definitive agreement for Boatmen's Bancshares to acquire Fourth Financial
in a stock transaction valued at approximately $1.2 billion.
Boatmen's will exchange one share of its common stock for each share
of Fourth Financial's common shares outstanding. The transaction is
subject to the completion of due diligence and shareholder and regulatory
approval. The merger will be accounted for as a pooling of interests and
is expected to close in the first quarter of 1996.
Boatmen's Bancshares, with assets of $33.4 billion, is one of the 30
largest U.S. bank holding companies, operating more than 500 locations in
nine states. Boatmen's also ranks among the nation's largest providers of
trust services with approximately $45 billion in assets under management.
Fourth Financial is the largest banking company in Kansas and third
largest in Oklahoma. As of June 30, 1995, Fourth Financial had
approximately $7.5 billion in assets, $6.0 billion in deposits and operated
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146 offices: 87 in Kansas, 56 in Oklahoma and three in Missouri.
When the transaction is completed, Boatmen's will have the leading
deposit market share in five states: Missouri, Kansas, Oklahoma, Arkansas,
and New Mexico. The combined organizations will have an extensive network
of more than 650 retail offices and 1,350 ATMs throughout nine states.
"We are enthusiastic about the business opportunities and synergies
created from the combination of Boatmen's and Fourth Financial," explained
Andrew B. Craig, III, chairman and chief executive officer, of Boatmen's
Bancshares. "Oklahoma and Kansas are two key markets with good growth
potential. We currently have operations in Kansas City, Oklahoma City, and
Tulsa and this in-market acquisition will provide us the opportunity to
further leverage our strengths in these markets."
Darrell G. Knudson, chairman and chief executive officer of Fourth
Financial, said, "We are pleased to join the Boatmen's organization. Our
strength in Kansas and Oklahoma, combined with Boatmen's nine-state
franchise, creates a formidable organization that will be a premier
financial services provider."
Cost savings due to increased efficiencies are expected to total $60
million before tax and be realized over a three-year period, with the bulk
of the savings in the first two years. These savings represent
approximately 14 percent of current in-market expenses for the combined
organization. Boatmen's believes that the transaction will result in
earnings per share dilution of less than 2 percent in 1996, before
nonrecurring merger-related expenses and be accretive to earnings per share
in 1997 and thereafter.
- table attached -
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BOATMEN'S/FOURTH FINANCIAL
PRO FORMA FINANCIAL HIGHLIGHTS
Fourth Pro Forma
Boatmen's Financial Combined
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At June 30, 1995 ($ millions)
Assets $33,408 $7,505 $40,913
Loans 19,921 4,386 24,307
Reserve for loan losses 385 72 457
Deposits 24,417 6,042 30,459
Long-term debt 522 --- 522
Common equity 2,782 550 3,332
Nonperforming assets 191 34 225
Common equity/assets 8.33% 7.33% 8.14%
Reserve/nonperforming loans 291% 256% 285%
Offices 515 146 661
Employees 16,900 3,550 20,450
For the six months ended June 30, 1995 ($ millions)
Net interest income (FTE) $615 $140
Provision for loan losses 19 2
Noninterest income 328 51 <F**>
Noninterest expense 579 <F*> 126
Net income 215 <F*> 37 <F**>
Return on assets 1.32% <F*> 0.97% <F**>
Return on equity 16.0% <F*> 12.8% <F**>
Net interest margin 4.25% 4.02%
<FN>
<F*> Excludes pretax nonrecurring merger expenses of $26 million.
<F**> Excludes pretax securities losses of $22 million.