--- begin forwarded text Comments: Authenticated sender is <trotterf@[172.16.1.10]> From: "Frank O. Trotter, III" <ftrotter@marktwain.com> Organization: Mark Twain Bank To: Robert Hettinga <rah@shipwright.com> Date: Mon, 28 Oct 1996 08:55:14 -5 Subject: Announcement Reply-to: ftrotter@marktwain.com Priority: normal Bob: Here is an official announcement that can be found at http://www.marktwain.com/prs1096c.html We feel that there is much positive to come from this on the electronic commerce front and will be filling you in more later. FOR IMMEDIATE RELEASE: MERCANTILE BANCORPORATION INC. TO MERGE WITH MARK TWAIN BANK ST. LOUIS, October 28, 1996...Mercantile Bancorporation Inc. (NYSE: MTL), an $18.2 billion asset bank holding company, and Mark Twain Bancshares, Inc. (NYSE: MTB), a $3.1 billion asset bank holding company, both headquartered in St. Louis, jointly announced today that they have signed a definitive merger agreement. The transaction will be a tax-free exchange valued at approximately $855 million. "This merger of Mark Twain with Mercantile brings together the strengths of two high-performing organizations and solidifies Mercantile's position as the largest locally managed, and independently owned banking operation in St. Louis and the state of Missouri," said Thomas H. Jacobsen, chairman and chief executive officer of Mercantile Bancorporation Inc. "It is a compelling transaction that will harness the middle market lending and other specialty businesses of Mark Twain with the power and breadth of Mercantile's operation," Jacobsen added. "Both institutions are generating strong revenue growth, increasing market share and earnings momentum. We're convinced that the synergies between our two institutions will create a highly competitive banking organization with long-term benefits for our customers, employees and shareholders." "This is great news for St. Louis and Kansas City at a time of rapid change in the financial services industry. We are very pleased to partner with Mercantile Bancorporation and form a merged banking entity in which everyone benefits," said John P. Dubinsky, president and chief executive officer of Mark Twain Bancshares, Inc. "Customers of Mark Twain will benefit from the extensive array of consumer products and services developed by Mercantile. Both organizations have outstanding CRA records and together will continue to provide civic leadership in the region," Dubinsky said. Mark Twain Directors unanimously approved the transaction and have indicated that they will vote their shares in favor of the merger. Under the terms of the agreement, Mark Twain shareholders will receive .9520 shares of Mercantile common stock for each share of Mark Twain common stock. The merger is structured as a tax-free exchange and will be accounted for as a pooling of interests. Based on Friday's closing price for Mercantile common stock of $52.125, the transaction is valued at $49.62 per share of Mark Twain common stock. In addition, both Mercantile and Mark Twain will rescind all previously announced share repurchase programs. Mercantile may repurchase up to 700,000 shares in the open market from time to time depending upon market conditions and other factors. Mark Twain Bancshares, Inc., one of the highest performing banks in the country, has 39 banking locations in the St. Louis, Kansas City and Belleville, IL areas. Mark Twain's related financial services companies include: Mark Twain Capital Markets Group; Mark Twain Brokerage Service, Inc.; Mark Twain Commercial Finance Division; Mark Twain International Division and Mark Twain Trust. The merger strengthens Mercantile's presence in the three largest Missouri markets, increasing market share in the Kansas City Metropolitan area from fourth to third; and moving Mercantile to a stronger second in market share in the St. Louis area. Mark Twain's pending acquisition in Springfield, Missouri will further increase Mercantile's market share by approximately 20% in the Springfield area. Upon completion of the merger, Alvin J. Siteman, chairman of Mark Twain Bancshares, Inc., will become Chairman of Mercantile Bank of St. Louis, and will join the Mercantile Bancorporation Inc. Board of Directors. In addition, John P. Dubinsky, will become president and chief executive officer of Mercantile Bank of St. Louis and a member of Mercantile's management executive committee, reporting to Thomas H. Jacobsen. Peter F. Benoist, executive vice president, banking division, Mark Twain Bancshares, Inc., will join Mercantile Bank of St. Louis as a key member of the management team. Joseph E. Hasten, the current president of Mercantile Bank of St. Louis, will assume the position of chairman and chief institutional banking officer of Mercantile's Corporate Bank serving the specialized financial needs of Mercantile's commercial customers throughout the Midwest, reporting to W. Randolph Adams, senior executive vice president of Mercantile Bancorporation Inc. Plans call for the merger, which is subject to the approval of Mercantile and Mark Twain shareholders and all appropriate regulatory agencies, to be completed in the second quarter of 1997. Mercantile Bancorporation Inc., an $18.2 billion multi-bank holding company headquartered in St. Louis, operates banks in Missouri, Iowa, Kansas, Illinois and Arkansas. The company has mergers pending with Today's Bancorp, Inc., First Financial Corporation of America, and Regional Bancshares, Inc. Mercantile's non-banking subsidiaries include companies providing brokerage services, asset-based lending, investment advisory services, leasing services and credit life insurance. Contact: Keith Miller (314) 889-0799 millerk@marktwain.com Frank O. Trotter, III Senior Vice President Director International Markets Division Mark Twain Bank ***************************************** mailto:ftrotter@marktwain.com http://www.marktwain.com Fax: +1 314 569-4906 --- end forwarded text ----------------- Robert Hettinga (rah@shipwright.com) e$, 44 Farquhar Street, Boston, MA 02131 USA "The cost of anything is the foregone alternative" -- Walter Johnson The e$ Home Page: http://www.vmeng.com/rah/