1
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) March 29, 1996
(January 31, 1996)
BOATMEN'S BANCSHARES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Missouri 1-3750 43-0672260
- ---------------------------- ---------------- -------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) 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
--------------
- -------------------------------------------------------------------------------
2
ITEM 5. OTHER EVENTS
- --------------------
As previously reported by Boatmens Bancshares, Inc. ("The
Registrant") on its Current Report on Form 8-K, dated February 2, 1996,
the Registrant completed its acquisition of Fourth Financial
Corporation, a Kansas corporation ("Fourth Financial") on January 31,
1996, by means of the merger (the "Merger") of Fourth Financial with
and into a wholly-owned subsidiary of the Registrant. Under terms of
the Merger, (i) each issued and outstanding share of common stock, par
value $5 per share, of Fourth Financial was converted into one share of
common stock, par value $1 per share, of the Registrant (approximately
28.5 million shares in the aggregate), and (ii) each issued and
outstanding Depositary Share of Fourth Financial, representing 1/16
interest in a share of Class A 7% Cumulative Convertible Preferred
Stock of Fourth Financial, was converted into one Depositary Share of
the Registrant, representing a 1/16 interest in a share of 7%
Cumulative Convertible Preferred Stock, Series A, of the Registrant
(approximately 3.96 million Depositary Shares in the aggregate). No
shares of Fourth Financial common stock were owned by the Corporation
prior to the Merger. The Merger was accounted for as a "pooling of
interests" for accounting and financial reporting purposes.
In accordance with Item 7. of Form 8-K, the Registrant has
submitted herewith audited financial statements of Fourth Financial.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- -----------------------------------------
(a) Financial Statements of Business Acquired
-----------------------------------------
The following financial statements of Fourth Financial are
submitted herewith:
1. Report of Independent Auditors.
2. Consolidated Statements of Condition as of December 31, 1995 and 1994.
3. Consolidated Statements of Income for the Years Ended
December 31, 1995, 1994 and 1993.
4. Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended December 31, 1995, 1994 and 1993.
5. Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993.
6. Notes to Consolidated Financial Statements.
(b) Pro Forma Financial Information
-------------------------------
The following unaudited pro forma financial statements are submitted
herewith:
1. Pro Forma Combined Balance Sheet as of December 31, 1995.
2. Pro Forma Combined Statements of Income for the years ended
December 31, 1995, 1994, and 1993, and notes thereto.
3. Pro Forma Consolidated Quarterly Earnings Trend for the year ended
December 31, 1995.
4. Pro Forma Consolidated Quarterly Balance Sheets for each 1995
quarter ended period.
3
(c) Exhibits
--------
The following exhibits are included with this Report:
Exhibit 99 (a) Audited Financial Statements of Fourth
Financial Corporation and Report of
Independent Auditors.
Exhibit 99 (b) Pro Forma Financial Data
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
BOATMEN'S BANCSHARES, INC.
--------------------------
(Registrant)
By /s/ JAMES W. KIENKER
---------------------------
James W. Kienker
Executive Vice President and
Chief Financial Officer
Dated: March 29, 1996