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FORM 10-K [LOGO]
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, 1995
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)
DEPOSITARY SHARES, EACH REPRESENTING A 1/16TH INTEREST IN A SHARE OF
7% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A, STATED VALUE $100 PER SHARE
LIQUIDATION PREFERENCE $400.00 PER SHARE
(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 8, 1996
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$1 Par Value 158,083,580
The aggregate market value of registrant's common stock (based upon the
closing trade price on March 8, 1996) held by non-affiliates was approximately
$6,000,700,000.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 1995 (Part I, Part II, and Part IV).
(2) Portions of registrant's Proxy Statement filed for its Annual Meeting of
Shareholders scheduled for April 23, 1996 (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. As of
December 31, 1995, the Corporation directly or indirectly owned substantially
all of the capital stock of 55 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 500 banking offices and over 1,000 automated teller machine
locations in Missouri, New Mexico, Oklahoma, Iowa, Texas, Illinois, Arkansas,
Kansas and Tennessee.
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, 1995, 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
19 and Table 2 on page 18 of the Corporation's Annual Report to Shareholders for
the year ended December 31, 1995, is incorporated herein by reference.
Banking Operations
The following table summarizes the banking operations for each state in
which the Corporation has banking locations.
12/31/95 12/31/95 12/31/95
ASSETS LOANS DEPOSITS
-------- -------- --------
(DOLLARS IN MILLIONS)
Missouri........................................... $17,819 $10,326 $13,153
Arkansas........................................... 4,805 2,716 3,938
New Mexico......................................... 3,508 1,447 2,767
Texas.............................................. 2,241 1,088 1,673
Oklahoma........................................... 1,875 1,044 1,563
Iowa............................................... 1,216 715 1,039
Illinois........................................... 1,080 789 1,003
Tennessee.......................................... 874 784 713
Kansas............................................. 226 113 187
Recent Developments
On January 31, 1996, the Corporation completed the acquisition of Fourth
Financial Corporation (``Fourth Financial''), headquartered in Wichita, Kansas.
Fourth Financial had assets of approximately $7.4 billion at December 31, 1995
and operates from 143 offices in Kansas and Oklahoma. Four offices in Missouri
will be divested as a condition to the regulatory approval.
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On March 1, 1996, the Corporation completed the acquisition of Tom Green
National Bank (``Tom Green''). Tom Green, headquartered in San Angelo, Texas,
had assets of approximately $73 million at December 31, 1995, and operates from
three offices in the San Angelo, Texas area. Tom Green was merged into Boatmen's
First National Bank of Amarillo.
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 20 largest providers of trust services in the
United States, with total trust assets of $77.9 billion at December 31, 1995,
including $44.4 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. In
September, 1994, the Interstate Banking and Branching Efficiency Act of 1994 was
enacted. Effective September 29, 1995, bank holding companies are 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. Texas has adopted legislation to opt out of the branching
provisions.
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.
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 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
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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 to 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. Effective June
1, 1995, the FDIC implemented a new assessment rate schedule for deposits
insured by BIF lowering the rate paid by most banks from .23% to .04%. For the
first half of 1996, the lowest rate has been reduced to the $2,000 minimum. The
rates paid for deposits insured by the Savings Association Fund (the ``SAIF'')
remains at a range of .23% to .31% of deposits. Congress is considering
proposals to recapitalize the SAIF, including a one-time levy of $6 billion on
all SAIF-insured deposits, including such deposits held by Boatmen's and Fourth
Financial. The net effect of the revised FDIC fees and SAIF proposals is not
expected to have a material effect on the operations of Boatmen's.
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 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 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 footnotes 12 and 13 on pages 60 and 61 of the
Corporation's Annual Report to Shareholders for the year ended December 31,
1995, 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
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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. 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
A Special Meeting of Shareholders was held on December 12, 1995. At this
meeting, shareholders approved the proposed issuance of shares of Common Stock,
par value $1.00 per share, of the Corporation and 7% Cumulative Convertible
Preferred Stock, Series A, stated value $100 per share, liquidation preference
$400 per share, of the Corporation to shareholders of Fourth Financial
Corporation pursuant to the Agreement and Plan of Merger dated August 25, 1995.
With respect to the proposed issuance of shares, there were 94,139,494 shares
voted ``For'' and 2,304,298 shares voted ``Against'', with 417,000 shares
abstaining and 2,280,119 broker non-votes.
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......................... 64 Chairman of the Board and 1985
Chief Executive Officer
Samuel B. Hayes, III......................... 59 President and Director 1988
Gregory L. Curl.............................. 47 Vice Chairman and Director 1982
John M. Brennan.............................. 60 Executive Vice President 1977
Loan Administration
Thomas P. Johnson, Jr........................ 55 Executive Vice President 1995
Retail Banking
James W. Kienker............................. 49 Executive Vice President and 1979
Chief Financial Officer
Phillip E. Peters............................ 56 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:
Mr. Johnson was Chief Executive, Retail Banking at Barnett Banks, Inc.,
Jacksonville, Florida from 1989 until joining the Corporation on December 4,
1995.
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PART II
ITEM 5. MARKET FOR THE CORPORATION'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Footnote number 22 on pages 67 and 68 and page 71 of the Corporation's
Annual Report to Shareholders for the year ended December 31, 1995, are
incorporated herein by reference. The last trade price for the Corporation's
common stock on March 8, 1996, was $38.25.
ITEM 6. SELECTED FINANCIAL DATA
Page 17 of the Corporation's Annual Report to Shareholders for the year
ended December 31, 1995, 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, 1995, 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 69 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, 1995, 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 23, 1996, 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 23, 1996, 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
23, 1996, 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
23, 1996, 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, 1995 and 1994.
Statements of Income--Years ended December 31, 1995, 1994 and 1993.
Statements of Changes in Stockholders' Equity--Years ended December 31,
1995, 1994 and 1993.
Statements of Cash Flows--Years Ended December 31, 1995, 1994 and 1993.
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-8 Registration Statement (No. 33-61011).
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(i) -- Boatmen's Bancshares Inc. Deferred Compensation Plan for Directors,
Exhibit 10(i) 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, 1994.
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(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.
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The following exhibits are submitted herewith:
Exhibit 3(b) -- Certificate of Designation, dated January 8, 1996, for Boatmen's
Bancshares, Inc. 7% Cumulative Convertible Preferred Stock, Series A,
stated value $100 per share, liquidation preference $400 per share.
Exhibit 3(c) -- Amended Bylaws of the Corporation.
Exhibit 4(c) -- Assignment and Assumption of and Amendment #1 to Deposit Agreement (with
exhibits, including Deposit Agreement dated February 24, 1992, between
Fourth Financial Corporation and BANK IV Kansas, National Association),
dated January 31, 1996, among Boatmen's Bancshares, Inc., Acquisition Sub,
Inc., Boatmen's Trust Company and BANK IV, National Association.
Exhibit 10(a) -- Employment Agreement dated January 30, 1996, between the Corporation and
Andrew B. Craig, III.
Exhibit 10(b) -- Employment Agreement dated January 30, 1996, between the Corporation and
Samuel B. Hayes, III.
Exhibit 10(d) -- Boatmen's Bancshares, Inc. Amended 1982 Long-Term Incentive Plan as of
February 12, 1996.
Exhibit 10(e) -- Boatmen's Bancshares, Inc. 1987 Non-Qualified Stock Option Plan.
Exhibit 10(f) -- Boatmen's Bancshares, Inc. Supplemental Retirement Plan as of February 8,
1996.
Exhibit 10(g) -- Employment Agreement dated January 30, 1996, between the Corporation and
Gregory L. Curl.
Exhibit 10(h) -- Boatmen's Bancshares, Inc. Change-in-Control Severance Plan dated January
30, 1996.
Exhibit 10(j) -- Boatmen's Bancshares, Inc. Executive Deferred Compensation Plan as of
February 8, 1996.
Exhibit 10(l) -- Boatmen's Bancshares, Inc. 1991 Incentive Stock Option Plan.
Exhibit 10(n) -- Boatmen's Bancshares, Inc. 1992 Annual Incentive Bonus Plan as of
February 8, 1996.
Exhibit 10(o) -- Boatmen's Bancshares, Inc. 1996 Stock Incentive Plan.
Exhibit 13 -- Portions of the Annual Report to Shareholders for the year ended December
31, 1995.
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 1995.
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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 12, 1996
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 12, 1996
------------------------------------------- Executive Officer
Andrew B. Craig, III
SAMUEL B. HAYES, III President and Director March 12, 1996
-------------------------------------------
Samuel B. Hayes, III
GREGORY L. CURL Vice Chairman and Director March 12, 1996
-------------------------------------------
Gregory L. Curl
DARRELL G. KNUDSON Executive Vice President and March 12, 1996
------------------------------------------- Director
Darrell G. Knudson
RICHARD L. BATTRAM Director March 12, 1996
-------------------------------------------
Richard L. Battram
B. A. BRIDGEWATER, JR. Director March 12, 1996
-------------------------------------------
B. A. Bridgewater, Jr.
WILLIAM E. CORNELIUS Director March 12, 1996
-------------------------------------------
William E. Cornelius
Director March __, 1996
-------------------------------------------
John E. Hayes, Jr.
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SIGNATURES TITLES DATE
---------- ------ ----
C. RAY HOLMAN Director March 12, 1996
-------------------------------------------
C. Ray Holman
Director March __, 1996
-------------------------------------------
John Peters MacCarthy
WILLIAM E. MARITZ Director March 12, 1996
-------------------------------------------
William E. Maritz
RUSSELL W. MEYER, JR. Director March 12, 1996
-------------------------------------------
Russell W. Meyer, Jr.
RICHARD E. PECK Director March 12, 1996
-------------------------------------------
Richard E. Peck
JERRY E. RITTER Director March 12, 1996
-------------------------------------------
Jerry E. Ritter
WILLIAM P. STIRITZ Director March 12, 1996
-------------------------------------------
William P. Stiritz
ALBERT E. SUTER Director March 12, 1996
-------------------------------------------
Albert E. Suter
DWIGHT D. SUTHERLAND Director March 12, 1996
-------------------------------------------
Dwight D. Sutherland
THEODORE C. WETTERAU Director March 12, 1996
-------------------------------------------
Theodore C. Wetterau
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INDEX TO EXHIBITS
NUMBER EXHIBIT PAGE
------ ------- ----
3(a) The Corporation's Restated Articles of Incorporation, Exhibit 3(a) to Boatmen's
Bancshares, Inc.'s S-8 Registration Statement (No. 33-61011) is incorporated herein
by reference......................................................................... <F*>
3(b) Certificate of Designation, dated January 8, 1996, for Boatmen's Bancshares, Inc. 7%
Cumulative Convertible Preferred Stock, Series A, stated value $100 per share,
liquidation preference $400 per share................................................
3(c) The Corporation's Amended By-laws as adopted by its Board of Directors on January 30,
1996.................................................................................
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*>
4(c) Assignment and Assumption of and Amendment #1 to Deposit Agreement (with exhibits,
including Deposit Agreement dated February 24, 1992, between Fourth Financial
Corporation and BANK IV Kansas, National Association), dated January 31, 1996, among
Boatmen's Bancshares, Inc., Acquisition Sub, Inc., Boatmen's Trust Company and BANK
IV, National Association.............................................................
10(a) Employment Agreement dated January 30, 1996, between the Corporation and
Andrew B. Craig, III.................................................................
10(b) Employment Agreement dated January 30, 1996, 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 as of February 12,
1996.................................................................................
10(e) Boatmen's Bancshares, Inc. 1987 Non-Qualified Stock Option Plan......................
10(f) Boatmen's Supplemental Retirement Plan as of February 8, 1996........................
10(g) Employment Agreement dated January 30, 1996, between the Corporation and Gregory L.
Curl.................................................................................
10(h) Boatmen's Bancshares, Inc. Change-in-Control Severance Plan dated January 30, 1996...
10(i) Boatmen's Bancshares, Inc. Deferred Compensation Plan for Directors, Exhibit 10(i) 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, 1994, is
incorporated herein by reference..................................................... <F*
10(j) Boatmen's Bancshares, Inc. Executive Deferred Compensation Plan as of February 8,
1996.................................................................................
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) Boatmen's Bancshares, Inc. 1991 Incentive Stock Option Plan..........................
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 Bancshares, Inc. 1992 Annual Incentive Bonus Plan as of February 8, 1996...
10(o) Boatmen's Bancshares, Inc. 1996 Stock Incentive Plan.................................
13 Portions of the Annual Report to Shareholders for the year ended December 31, 1995...
GRAPHICS APPENDIX
CROSS REFERENCE
TO PAGE OF
OMITTED CHARTS ANNUAL REPORT
-------------- ---------------
1. Asset Growth.................................................. Page 19
2. Equity Growth................................................. Page 19
3. Net Interest Margin........................................... Page 21
4. Quarterly Net Interest Margin................................. Page 21
5. Average Earning Asset Mix..................................... Page 26
6. Funding Mix................................................... Page 26
7. Noninterest Income............................................ Page 30
8. Noninterest Expense........................................... Page 31
9. Loan Portfolio................................................ Page 33
10. Loan Loss Experience.......................................... Page 35
11. Loan Reserve Coverage......................................... Page 38
12. Nonperforming Assets.......................................... Page 38
13. 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.
13
BOATMEN'S BANCSHARES