Form S-3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933 Commerce Bancshares, Inc.
(Exact name of Registrant as specified in its charter)
Missouri 43-0889454
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Walnut, Kansas City, Missouri 64106
(816) 234-2000
(Address, including zip code, and telephone
number, including area code, of
Registrant's principal executive offices)
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Copies to:
J. DANIEL STINNETT, ESQ. DENNIS P. WILBERT, ESQ.
Vice President, Secretary Blackwell Sanders Peper Martin LLP
and General Counsel Two Pershing Square
1000 Walnut 2300 Main Street, Suite 1000
Kansas City, Missouri 64106 Kansas City, Missouri 64108
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
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Approximate date of commencement of proposed sale to the public: From time to
time after this registration statement becomes effective.
If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. /__/
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with a dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /__ /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /__/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
/__ /
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered (1) per unit (2) price (2) fee
Common Stock, 149,475 39.10 5,844,472.50 $537.69
$5.00 par value
(1) All of the shares of Stock offered hereby are being sold for the
accounts of selling shareholders of the registrant. (See "Selling
Shareholders" herein.)
(2) Estimated for the purpose of calculating the registration fee in
accordance with Rule 457(c) based on the average of the high and low
prices reported in the consolidated reporting system on January 29, 2003.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
COMMERCE BANCSHARES, INC.
149,475 Shares of Common Stock
($5.00 Par Value)
These shares of our common stock are being offered by certain Selling
Shareholders, identified in this prospectus. The Selling Shareholders may sell
these shares from time to time in brokers' transactions, negotiated
transactions, or otherwise at prices current at the time of sale. We will not
receive any proceeds from these sales.
All expenses of the registration of these shares (other than brokerage
commissions and transfer taxes, which will be paid by the Selling Shareholders)
will be paid by us. We estimate that the expenses will be $10,071.94.
Our stock is traded on the Nasdaq Stock Market under the symbol
"CBSH." On January 29, 2003, the closing sale price of our common stock as
reported by Nasdaq was $39.89.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved or passed upon the accuracy or adequacy
of this Prospectus. Any representation to the contrary is a criminal offense.
UNDERWRITING PROCEEDS TO
PRICE TO PUBLIC DISCOUNTS AND SELLING
COMMISSIONS SHAREHOLDERS
Per Share.............. See Text Above See Text Above See Text Above
Total................... See Text Above See Text Above See Text Above
The date of this Prospectus is _____________, 2003.
TABLE OF CONTENTS
AVAILABLE INFORMATION ................................................... 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................... 5
THE COMPANY ............................................................. 5
USE OF PROCEEDS.......................................................... 5
SELLING SHAREHOLDERS..................................................... 5
PLAN OF DISTRIBUTION..................................................... 6
LEGAL OPINION............................................................ 6
EXPERTS.................................................................. 7
You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus
supplement. The Company has not authorized anyone to provide you with
different information.
These shares of common stock are not being offered in any jurisdiction
where the offer is not permitted.
AVAILABLE INFORMATION
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the Securities and Exchange Commission (the "SEC"). We file annual
and quarterly reports, proxy statements and other information with the SEC. You
may read and copy our reports, proxy statements and other information at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
You may learn more about the operation of the Public Reference Room by calling
1-800-SEC-0330. In addition, you may also access our filings at the SEC's
internet site at http://www.sec.gov.
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The SEC allows us to "incorporate by reference" certain of our publicly
filed documents into this prospectus, which means that the information provided
in the "incorporated" documents is considered part of this prospectus.
Information that we file with the SEC subsequent to the date of this prospectus
will automatically update and supersede this information we incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, until the Selling Shareholders have sold all the shares:
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2001
Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2002, June 30, 2002 and September 30, 2002
The description of our common stock set forth in the Form 8-A
Registration Statement as filed with the SEC on February 26, 1968, as
supplemented by the Form 8-A Registration Statement as filed with the SEC on
August 31, 1988, and as amended by Form 8-A12G/A as filed with the SEC on June
10, 1996.
We will provide to you, including any beneficial owner, upon written or
oral request, the documents incorporated by reference (other than an exhibit to
a filing unless that exhibit is specifically incorporated by reference into that
filing) at no cost, by writing or telephoning us at the following address or
telephone number:
Jeffery Aberdeen
Controller
Commerce Bancshares, Inc.,
1000 Walnut Street
Kansas City, Missouri 64106
(816) 234-2000.
THE COMPANY
The complete mailing address of our principal executive offices is 1000
Walnut Street, Kansas City, Missouri 64106, telephone number (816) 234-2000.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the common
stock offered hereby.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
Selling Shareholders:
Number of Shares Number of Shares Number of Shares
Name Owned Prior to Sale to to
Be Sold Be Owned
After Sale
John V. Handelsman Trust UAD August 23, 1999(1) 137,294 137,294 0
John J. Catalano(2) 3,028 3,028 0
Haberberger Family Limited Partnership 9,153 9,153 0
-------------- -------------- --------------
TOTAL 149,475 149,475 0
(1) John V. Handelsman, II, the primary beneficiary of the John V. Handelsman
Trust UAD August 23, 1999 is employed as President of CBI Leasing, Inc.,
a wholley-owned subsidiary of Commerce Bancshares, Inc.
(2) John J. Catalano is employed as Senior Vice President of CBI Leasing, Inc., a
wholly-owned subsidiary of Commerce Bancshares, Inc.
PLAN OF DISTRIBUTION
The Selling Shareholders acquired the shares listed above as a result
of a merger between our wholly-owned subsidiary CBI Leasing, Inc., a Missouri
corporation, and The Vaughn Group, Inc., an Ohio corporation.
The Company is registering the shares on behalf of the Selling
Shareholders. As used herein, "Selling Shareholders" includes donees, pledgees
and assignees selling shares received from a named Selling Shareholder after the
date of this prospectus. All costs, expenses and fees in connection with the
registration of the shares offered hereby will be borne by the Company.
Brokerage commissions and similar selling expenses, if any, attributable to the
sale of shares will be borne by the Selling Shareholders. Sales of shares may be
effected by Selling Shareholders from time to time in one or more types of
transactions (which may include block transactions) on the Nasdaq National
Market, in the over-the-counter market, in negotiated transactions or by any
other legal means, through put or call options transactions relating to the
shares, through short sales of shares, or a combination of such methods of sale,
at market prices prevailing at the time of sale, or at negotiated prices. Such
transactions may or may not involve brokers or dealers. The Selling Shareholders
have advised the Company that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities, nor is there an underwriter or coordinating broker
acting in connection with the proposed sale of shares by the Selling
Shareholders.
The Selling Shareholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Shareholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The Selling Shareholders and any broker-dealers that act in connection
with the sale of shares might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. The Company has agreed to indemnify each Selling
Shareholder against certain liabilities, including liabilities arising under the
Securities Act. The Selling Shareholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act.
Because Selling Shareholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Shareholders
will be subject to the prospectus delivery requirements of the Securities Act.
The Company has informed the Selling Shareholders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales in the market.
Selling Shareholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.
Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the Act,
disclosing (i) the name of each such Selling Shareholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon the Company being notified by a
Selling Shareholder that a donee or pledgee intends to sell more than 500
shares, a supplement to this prospectus will be filed.
LEGAL OPINION
Blackwell Sanders Peper Martin LLP, Two Pershing Square, 2300 Main
Street, Kansas City, Missouri 64108 is issuing a legal opinion attesting to the
validity of the shares of the Company's common stock registered hereby.
EXPERTS
The consolidated financial statements of Commerce Bancshares, Inc. as
of December, 31, 2001 and 2000, and for each of the years in the three-year
period ended December 31, 2001, have been incorporated by reference herein in
reliance upon the reports of KPMG LLP, independent accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
PART II
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of estimated expenses to be paid
by the registrant in connection with the issuance and sale of the common stock
being registered.
Securities and Exchange Commission registration fee (Actual) $ 537.69
Accounting fees and expenses 5,000.00
Legal fees and expenses 4,534.25
Miscellaneous -0-
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Total $10,071.94
All other expenses in connection with the issuance and sale of the common stock
being registered will be borne by the Selling Shareholders.
Item 15. Indemnification of Directors and Officers.
Section 351.355 of the Missouri Revised Statutes (1986) allows
indemnification of corporate directors and officers by a corporation under
certain circumstances as therein specified against liabilities, expenses,
counsel fees and costs reasonably incurred in connection with or arising out of
any action, suit, proceeding or claim in which such person is made a party by
reason of such person being or having been such director or officer.
Section 351.355 also permits such persons to seek indemnification under
any applicable bylaw, agreement, vote of shareholders or disinterested directors
or otherwise. Section 351.355 also permits corporations to maintain insurance
for officers and directors against liabilities incurred while acting in such
capacities whether or not the corporation would be empowered to indemnify such
persons under this section.
The Company's bylaws contain a provision entitling officers and
directors to be indemnified by the Company from and against any and all of the
expenses, liabilities or other matters covered by said provision. To satisfy
the obligations under this bylaw provision, the Company has obtained insurance
policies for officers and directors liability. The coverages and policy limits
are approved annually by the Board of Directors.
Item 16. Exhibits.
The following exhibits are filed herewith or incorporated herein by
reference. Documents designated by an asterisk (*) are incorporated by reference
pursuant to Rule 411 of the Securities Act of 1933, as amended.
Exhibit
Number Description of Exhibit
4(a)* Restated Articles of Incorporation, as currently amended, as filed
with the SEC in the quarterly report on Form 10-Q filed on August
9, 1996.
4(b)* Restated By-Laws, as currently amended, as filed with the SEC in
the quarterly report on Form 10-Q filed on August 9, 1996.
4(c)* Shareholder Rights Plan contained in an Amended and Restated
Rights Agreement as filed with the SEC on Form 8-A12G/A on June
10, 1996.
4(d)* Form of Rights Certificate and Election to Exercise as filed with
the SEC on Form 8-A12G/A on June 10, 1996.
4(e)* Form of Certificate of Designation of Preferred Stock as filed
with the SEC on Form 8-A12G/A on June 10, 1996.
5 Opinion of Blackwell Sanders Peper Martin LLP.
23(a) Consent of KPMG LLP.
23(b) Consent of Blackwell Sanders Peper Martin LLP (contained in Exhibit 5).
24 Powers of Attorney
Item 17. Undertakings
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 Act
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 Act and will be governed by the final adjudication of
such issue.
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.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of securities registered hereby, 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; and
(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 (1)(i) and (1)(ii) do not apply if
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri, on January 31, 2003.
COMMERCE BANCSHARES, INC.
By /s/ J. Daniel Stinnett
J. Daniel Stinnett
Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on January 31, 2003.
*
--------------------------------------------
A. Bayard Clark
Executive Vice President and Chief Financial
Officer (Principal Financial officer)
*
--------------------------------------------
Jeffery D. Aberdeen
Controller (Principal Accounting Officer)
)
)
)
)
David W. Kemper )
Chairman, President and ) A majority of the
Chief Executive Officer ) Board of Directors
(Principal Executive Officer) )
Giorgio Balzer )
John R. Capps )
W. Thomas Grant, II )
James B. Hebenstreit )
David W. Kemper )
Jonathan M. Kemper )
Robert C. Matthews, Jr. )
Thomas A. McDonnell )
Terry O. Meek )
Benjamin F. Rassieur, III )
L.W. Stolzer )
William A. Sullins, Jr. )
Andrew C. Taylor )
Mary Ann Van Lokeren )
Robert H. West )
) /s/ J. Daniel Stinnett
-------------------------------------
J. Daniel Stinnett,
Attorney-in-Fact
* J. Daniel Stinnett, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named persons designated by an asterisk pursuant
to powers of attorney duly executed by such persons.
EXHIBIT
NUMBER Description of Exhibit
Documents designated by an asterisk (*) are incorporated by reference pursuant
to Rule 411 of the Securities Act of 1933, as amended.
4(a)* Restated Articles of Incorporation, as currently amended, as filed
with the SEC in the quarterly report on Form 10-Q filed on August
9, 1996.
4(b)* Restated By-Laws, as currently amended, as filed with the SEC in
the quarterly report on Form 10-Q filed on August 9, 1996.
4(c)* Shareholder Rights Plan contained in an Amended and Restated
Rights Agreement as filed with the SEC on Form 8-A12G/A on June
10, 1996.
4(d)* Form of Rights Certificate and Election to Exercise as filed with
the SEC on Form 8-A12G/A on June 10, 1996.
4(e)* Form of Certificate of Designation of Preferred Stock as filed
with the SEC on Form 8-A12G/A on June 10, 1996.
5 Opinion of Blackwell Sanders Peper Martin LLP.
23(a) Consent of KPMG LLP.
23(b) Consent of Blackwell Sanders Peper Martin LLP (contained in Exhibit 5).
24 Powers of Attorney