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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) May 3, 1996
(May 3, 1996)
BOATMEN'S BANCSHARES, INC.
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(Exact name of Registrant as specified in its charter)
Missouri 1-3750 43-0672260
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 314-466-6000
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ITEM 5. OTHER EVENTS
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As previously reported by Boatmen's Bancshares, Inc. (the
"Corporation") on its Current Report on Form 8-K, dated February 2, 1996,
the Corporation 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 Corporation. 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 Corporation (approximately 28.5 million shares in the
aggregate), and (ii) each issued and outstanding Depositary Share of Fourth
Financial, representing a 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 Corporation, representing a 1/16 interest in a
share of 7% Cumulative Convertible Preferred Stock, Series A, of the
Corporation (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.
Subsequent to this acquisition, the Corporation anticipates filing a
registration statement on Form S-4 related to its pending acquisition of
Canadian Bancshares, Inc. ("Canadian"). Upon consummation of the acquisition,
Canadian, with assets of approximately $40 million, will be merged into the
Corporation's Amarillo subsidiary.
In accordance with Item 10. of Form S-4, the Corporation has submitted
herewith under Item 7. of this form 8-K, restated supplemental consolidated
financial statements, giving retroactive effect to the January 31, 1996
acquisition of Fourth Financial, as if Fourth Financial had been combined
with the Corporation for all the periods presented. The supplemental
consolidated financial statements will become, in all material respects,
the historical financial statements of the Corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(b) Pro Forma Financial Information
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Audited Supplemental Consolidated Financial Statements of Boatmen's
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The following financial statements of Fourth Financial are submitted
herewith:
1. Report of Independent Auditors.
2. Consolidated Balance Sheets 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.
(c) Exhibits
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The following exhibits are included with this Report:
Exhibit 27 Boatmen's Bancshares, Inc. supplemental
Financial Data Schedule for the period
Ended December 31, 1995.
Exhibit 99 Audited Supplemental Consolidated Financial
Statements of Boatmen's Bancshares, Inc.
SIGNATURE
Pursuant to the requirements of the Securities 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.
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(Registrant)
By /s/ JAMES W. KIENKER
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James W. Kienker
Executive Vice President and
Chief Financial Officer
Dated: May 3 1996