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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File No. 0-2989
Commerce Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Missouri 43-0889454
(State of Incorporation) (IRS Employer Identification No.)
1000 Walnut, Kansas City, MO 64106
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (816) 234-2000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
$5 Par Value Common Stock
(Title of Class)
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 ((S)229.405 of this chapter) 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.
As of February 18, 2000, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was approximately $1,687,000,000.
As of February 18, 2000, there were 61,856,051 shares of Registrant's $5
par value common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The Annual Report to Shareholders for the fiscal year ended December 31,
1999 is incorporated in Part I, Part II, and Part IV of the Form 10-K.
Portions of the definitive proxy statement with respect to the annual
meeting of shareholders to be held on April 19, 2000, are incorporated in Part
III.
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PART I
Item 1. Business
General
Commerce Bancshares, Inc. (the "Company"), a bank holding company as
defined in the Bank Holding Company Act of 1956, as amended, was incorporated
under the laws of Missouri on August 4, 1966. The Company presently owns all
of the outstanding capital stock of one national banking association
headquartered in Missouri, one national banking association headquartered in
Illinois, one national bank in Kansas, and a credit card bank which is located
in Nebraska and is limited in its activities to the issuance of credit cards.
The Company also owns, directly or through its banking subsidiaries, various
non-banking subsidiaries which are engaged in owning real estate which is
leased to the Company's banking subsidiaries, underwriting credit life and
credit accident and health insurance, selling property and casualty insurance
(relating to extensions of credit made by the banking subsidiaries), providing
venture capital, brokerage services, and mortgage banking. The Company also
owns two second tier holding companies which are the direct owners of several
of the above mentioned banks. The table setting forth the names and locations
of the Company's subsidiaries is included as Exhibit 21 hereto.
The Company is the largest bank holding company headquartered in Missouri.
Its principal offices are at 1000 Walnut, Kansas City, Missouri (telephone
number 816-234-2000). At December 31, 1999, the Company had consolidated
assets of $11.4 billion, consolidated loans of $7.6 billion, and consolidated
deposits of $9.2 billion.
The Company's Missouri bank charter comprises approximately 84% of the
banking assets of the Company. Missouri, being centrally located in the United
States, provides a natural site for production and distribution facilities and
also serves as a transportation hub. The economy is well-diversified with many
major industries represented, such as automobile manufacturing, aircraft
manufacturing, food production and agricultural production together with
related industries. Missouri has a relatively balanced real estate market and
the Missouri unemployment rate is generally at or below the national average.
There are no significant economic problems in general for the communities
served by the Company. The adjacent states of Kansas and Illinois share many
of the same characteristics in the communities being served and their local
economies are generally stable and not abnormally weakened by the national
economy.
The Company regularly evaluates the potential acquisition of, and holds
discussions with, various financial institutions eligible for bank holding
company ownership or control. As a general rule, the Company publicly
announces any material acquisitions when a definitive agreement has been
reached.
Operating Segments
The Company is managed in three operating segments. The Consumer segment
includes the retail branch network, consumer installment lending, bankcard,
student lending, and discount brokerage services. It contributed 41% of the
Company's 1999 pre-tax net income. The Commercial segment provides corporate
lending, leasing, and international services, as well as business, government
deposit and cash management services. It also contributed 41% of the Company's
pre-tax income. The Money Management segment provides traditional trust and
estate tax planning services, and advisory and discretionary investment
management services. This segment also operates a family of mutual funds
available for sale to both trust and general retail customers. This segment
contributed 10% of the Company's pre-tax income. At December 31, 1999, the
segment managed investments with a market value of $9.8 billion and
administered an additional $7.4 billion in non-managed assets.
Competition
The Company has locations in regional markets throughout Missouri, Kansas
and central Illinois, where the Company faces intense competition from
hundreds of financial service providers. The Company competes with national
and state banks for deposits, loans and trust accounts, and with savings and
loan associations and credit unions for deposits. In addition, the Company
competes with other financial intermediaries such as securities brokers and
dealers, personal loan companies, insurance companies, finance companies, and
certain governmental agencies.
1
Supervision and Regulation
In the banking industry, Missouri is unique with two Federal Reserve Banks,
located in St. Louis and Kansas City, which results in operating efficiencies
for the subsidiary banks and their customers. In addition, the banking
subsidiary in Illinois is a member of the Federal Reserve Bank of Chicago
which provides additional flexibility to the operations area.
The Company, as a bank holding company, is primarily regulated by the Board
of Governors of the Federal Reserve System under the Bank Holding Company Act
of 1956. The Company's four banking subsidiaries are organized as national
banking associations and are subject to regulation, supervision and
examination by the Office of the Comptroller of the Currency. All banks are
also subject to regulation by the Federal Deposit Insurance Corporation.
Under Federal Reserve policy, the Company is expected to act as a source of
financial strength to each of its bank subsidiaries and to commit resources to
support each bank subsidiary in circumstances when it might not otherwise do
so. In addition, there are numerous other federal and state laws and
regulations which control the activities of the Company and its banking
subsidiaries, including requirements and limitations relating to capital and
reserve requirements, permissible investments and lines of business,
transactions with affiliates, loan limits, mergers and acquisitions, issuance
of securities, dividend payments, and extensions of credit. Information
regarding capital adequacy standards of the Federal Banking regulators is
discussed on page 52 of the 1999 Annual Report to Shareholders. Information
regarding affiliate bank dividend restrictions is on page 57 of the 1999
Annual Report to Shareholders.
These laws and regulations are under constant review by various agencies
and legislatures, and are subject to sweeping change. Most recently was the
passage of the Financial Services Modernization Act of 1999, which gives banks
the opportunity to offer certain additional products, such as insurance and
bond underwriting. In addition, the Federal Reserve impacts the conditions
under which the Company operates by its influence over interest rates and
credit conditions. The effects of the foregoing on the economic condition of
the Company cannot be predicted with certainty.
Employees
The Company and its subsidiaries employed 4,586 persons on a full-time
basis and 815 persons on a part-time basis at December 31, 1999.
Statistical Disclosure
The information required under the caption "Statistical Disclosure by Bank
Holding Companies" is included in the "Management's Discussion and Analysis of
Consolidated Financial Condition and Results of Operations" and the "Notes to
Financial Statements" sections of the 1999 Annual Report to Shareholders as
indicated below and is hereby incorporated by reference. The following
schedule reflects the page number of the Annual Report where the various
captioned information is shown.
Annual Report
Page
-------------
I. Distribution of Assets, Liabilities and Stockholders'
Equity; Interest Rates and Interest Differential......... 22, 36-39
II. Investment Portfolio..................................... 30, 46-47
III. Loan Portfolio
Types of Loans.......................................... 27
Maturities and Sensitivities of Loans to Changes in
Interest Rates........................................... 27
Risk Elements........................................... 29-30
IV. Summary of Loan Loss Experience.......................... 23-24
V. Deposits................................................. 34, 36-37
VI. Return on Equity and Assets.............................. 21
VII. Short-Term Borrowings.................................... 47
2
Item 2. Properties
The Missouri, Illinois, and Kansas-chartered bank subsidiaries maintain
their main offices in various office buildings listed below. These are owned
by the bank subsidiary or a subsidiary of the bank. The banks lease unoccupied
premises to the public. The buildings are located in the downtown areas of the
cities they serve.
Net rentable % occupied % occupied
Building square footage in total by bank
-------- -------------- ---------- ----------
922 Walnut
Kansas City, MO..................... 205,000 46% 39%
1000 Walnut
Kansas City, MO..................... 384,000 79 44
720 Main
Kansas City, MO..................... 180,000 98 84
8000 Forsyth
Clayton, MO......................... 197,000 90 88
416 Main
Peoria, IL.......................... 224,000 87 25
150 N. Main
Wichita, KS......................... 191,000 76 49
The Nebraska credit card bank leases its offices in Omaha, Nebraska.
Additionally, certain other credit card functions operate out of leased
offices in downtown Kansas City. The Company also has approximately 190 branch
locations in Missouri, Illinois and Kansas which are owned or leased.
Item 3. Legal Proceedings
The information required by this item is set forth under the caption
"Commitments and Contingencies" on page 55 of the Annual Report to
Shareholders for the fiscal year ended December 31, 1999, and is hereby
incorporated by reference.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted during the fourth quarter of 1999 to a vote of
security holders through the solicitation of proxies or otherwise.
Executive Officers of the Registrant
The following are the executive officers of the Company, each of whom is
elected annually, and there are no arrangements or understandings between any
of the persons so named and any other person pursuant to which such person was
elected as an executive officer.
Name and Age Positions with Registrant
------------ -------------------------
Jeffery D. Aberdeen, 46... Controller of the Company since December, 1995.
Assistant Controller of the Company and
Controller of Commerce Bank, N.A. (Missouri), a
subsidiary of the Company, prior thereto.
Andrew F. Anderson, 48.... Senior Vice President of the Company since
October, 1998. Chairman of the Board, President
and Chief Executive Officer of Commerce Bank,
N.A. (Illinois), a subsidiary of the Company,
since August, 1995. President and Chief
Executive Officer of The Peoples Bank of
Bloomington, IL prior thereto.
3
Name and Age Positions with Registrant
------------ -------------------------
Kevin G. Barth, 39.......... Senior Vice President of the Company and
Executive Vice President of Commerce Bank, N.A.
(Missouri) since October, 1998. Officer of
Commerce Bank, N.A. (Missouri) prior thereto.
A. Bayard Clark, 54......... Chief Financial Officer, Executive Vice
President and Treasurer of the Company since
December, 1995. Executive Vice President of the
Company prior thereto.
Sara E. Foster, 39.......... Senior Vice President of the Company since
December, 1997. Vice President of the Company
prior thereto.
David W. Kemper, 49......... Chairman of the Board of Directors of the
Company since November, 1991, Chief Executive
Officer of the Company since June, 1986, and
President of the Company since April, 1982.
Chairman of the Board and President of Commerce
Bank, N.A. (Missouri). He is the son of James
M. Kemper, Jr. (a former Director and former
Chairman of the Board of the Company) and the
brother of Jonathan M. Kemper, Vice Chairman of
the Company.
Jonathan M. Kemper, 46...... Vice Chairman of the Company since November,
1991 and Vice Chairman of Commerce Bank, N.A.
(Missouri) since December, 1997. Prior thereto,
he was Chairman of the Board, Chief Executive
Officer, and President of Commerce Bank, N.A.
(Missouri). He is the son of James M. Kemper,
Jr. (a former Director and former Chairman of
the Board of the Company) and the brother of
David W. Kemper, Chairman, President, and Chief
Executive Officer of the Company.
Charles G. Kim, 39.......... Executive Vice President of the Company since
April, 1995. Prior thereto, he was Senior Vice
President of Commerce Bank, N.A. (Clayton, MO),
a former subsidiary of the Company.
Seth M. Leadbeater, 49...... Executive Vice President of the Company since
October, 1998. Executive Vice President of
Commerce Bank, N.A. (Missouri) since December
1997. Prior thereto, he was President of
Commerce Bank, N.A. (Clayton, MO).
Robert C. Matthews, Jr., 52. Executive Vice President of the Company since
December, 1989. Executive Vice President of
Commerce Bank, N.A. (Missouri) since December,
1997.
Michael J. Petrie, 43....... Senior Vice President of the Company since
April, 1995. Prior thereto, he was Vice
President of the Company.
Robert J. Rauscher, 42...... Senior Vice President of the Company since
October, 1997. Senior Vice President of
Commerce Bank, N.A. (Missouri) prior thereto.
V. Raymond Stranghoener, 48. Senior Vice President of the Company since
February, 2000. Prior to his employment with
the Company in October, 1999, he was employed
at BankAmerica Corp., his most recent title
being National Executive of the Bank of America
Private Bank Wealth Strategies Group. He joined
Boatmen's Trust Company in 1993, which
subsequently merged with BankAmerica Corp.
William A. Sullins, Jr., 61. Vice Chairman of the Company since August,
1992. Vice Chairman of Commerce Bank, N.A.
(Missouri) since December, 1997. Vice Chairman
of Commerce Bank, N.A. (Clayton, MO) prior
thereto.
4
PART II
Item 5. Market for the Registrant's Common Equity and Related Security Holder
Matters
The information required by this item is set forth on page 20 of the Annual
Report to Shareholders for the fiscal year ended December 31, 1999, and is
hereby incorporated by reference.
Item 6. Selected Financial Data
The information required by this item is set forth on page 21 of the Annual
Report to Shareholders for the fiscal year ended December 31, 1999, and is
hereby incorporated by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required by this item is set forth on pages 21 through 39
of the Annual Report to Shareholders for the fiscal year ended December 31,
1999, and is hereby incorporated by reference.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is set forth on pages 32 through 34,
44, 54 and 55 of the Annual Report to Shareholders for the fiscal year ended
December 31, 1999, and is hereby incorporated by reference.
Item 8. Financial Statements and Supplementary Data
The information required by this item is set forth on pages 40 through 60
of the Annual Report to Shareholders for the fiscal year ended December 31,
1999, and is hereby incorporated by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by Item 401 and 405 of Regulation S-K regarding
executive officers is included in Part I--Item 4 of this Form 10-K under the
caption "Executive Officers of the Registrant" and the caption "Election of
Directors" in the definitive proxy statement, which is incorporated herein by
reference.
Item 11. Executive Compensation
The information required by Item 402 of Regulation S-K regarding executive
compensation is included under the captions "Executive Compensation",
"Retirement Benefits", "Compensation Committee Report on Executive
Compensation", and "Compensation Committee Interlocks and Insider
Participation" in the definitive proxy statement, which is incorporated herein
by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 403 of Regulation S-K is covered under the
caption "Voting Securities and Ownership Thereof by Certain Beneficial Owners
and Management" in the definitive proxy statement, which is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by Item 404 of Regulation S-K is covered under the
caption "Election of Directors" in the definitive proxy statement, which is
incorporated herein by reference.
5
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
(1) Financial Statements--The Consolidated Balance Sheets, Consolidated
Statements of Income, Consolidated Statements of Cash Flows,
Statements of Stockholders' Equity, Notes to Financial Statements
and Summary of Quarterly Statements of Income
(2) Financial Statement Schedules--All schedules are omitted as such
information is inapplicable or is included in the financial
statements.
(3) Exhibits:
3--Articles of Incorporation and By-Laws:
(a) Restated Articles of Incorporation, as amended, were filed
in quarterly report on Form 10-Q dated August 10, 1999, and
the same are hereby incorporated by reference.
(b) Restated By-Laws were filed in quarterly report on Form 10-Q
dated August 9, 1996, and the same are hereby incorporated
by reference.
4--Instruments defining the rights of security holders, including
indentures:
(a) Pursuant to paragraph 4(iii) of Item 601 Regulation S-K,
Registrant will furnish to the Commission upon request
copies of long-term debt instruments.
(b) Shareholder Rights Plan contained in an Amended and Restated
Rights Agreement was filed on Form 8-A12G/A dated June 7,
1996, and the same is hereby incorporated by reference.
(c) Form of Rights Certificate and Election to Exercise was
filed on Form 8-A12G/A dated June 7, 1996, and the same is
hereby incorporated by reference.
(d) Form of Certificate of Designation of Preferred Stock was
filed on Form 8-A12G/A dated June 7, 1996, and the same is
hereby incorporated by reference.
10--Material Contracts (Each of the following is a management
contract or compensatory plan arrangement):
(a) Commerce Bancshares, Inc. Executive Incentive Compensation
Plan amended and restated as of December 31, 1999.
(b) Commerce Bancshares, Inc. Incentive Stock Option Plan
amended and restated as of October 4, 1996 was filed in
quarterly report on Form 10-Q dated November 8, 1996, and
the same is hereby incorporated by reference.
(c) Commerce Bancshares, Inc. 1987 Non-Qualified Stock Option
Plan amended and restated as of October 4, 1996 was filed in
quarterly report on Form 10-Q dated November 8, 1996, and
the same is hereby incorporated by reference.
(d) Commerce Bancshares, Inc. Stock Purchase Plan for Non-
Employee Directors amended and restated as of October 4,
1996 was filed in quarterly report on Form 10-Q dated
November 8, 1996, and the same is hereby incorporated by
reference.
(e) Copy of Supplemental Retirement Income Plan established by
Commerce Bancshares, Inc. for James M. Kemper, Jr. was filed
in annual report on Form 10-K dated March 6, 1992, and the
same is hereby incorporated by reference.
(f) Commerce Bancshares, Inc. 1996 Incentive Stock Option Plan
amended and restated as of October 4, 1996 was filed in
quarterly report on Form 10-Q dated November 8, 1996, and
the same is hereby incorporated by reference.
(g) Commerce Executive Retirement Plan was filed in annual
report on Form 10-K dated March 8, 1996, and the same is
hereby incorporated by reference.
6
(h) Commerce Bancshares, Inc. Restricted Stock Plan amended and
restated as of February 4, 2000.
(i) Form of Severance Agreement between Commerce Bancshares,
Inc. and certain of its executive officers entered into as
of October 4, 1996 was filed in quarterly report on Form 10-
Q dated November 8, 1996, and the same is hereby
incorporated by reference.
(j) Trust Agreement for the Commerce Bancshares, Inc. Executive
Incentive Compensation Plan.
13--Annual Report to Security Holders
21--Subsidiaries of the Registrant
23--Independent Accountants' Consent
24--Powers of Attorney (in the following form):
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby
appoint J. Daniel Stinnett and Jeffery D. Aberdeen, or either of
them, attorney for the undersigned to sign the Annual Report on Form
10-K of Commerce Bancshares, Inc., for the fiscal year ended
December 31, 1999, together with any and all amendments which might
be required from time to time with respect thereto, to be filed with
the Securities and Exchange Commission under the Securities Exchange
Act of 1934, with respect to Commerce Bancshares, Inc., with full
power and authority in either of said attorneys to do and perform in
the name of and on behalf of the undersigned every act whatsoever
necessary or desirable to be done in the premises as fully and to
all intents and purposes as the undersigned might or could do in
person.
IN WITNESS WHEREOF, the undersigned have executed these presents
this 4th day of February, 2000.
Signed by the following directors:
Messrs. Giorgio Balzer; Fred L. Brown; James B. Hebenstreit;
David W. Kemper; Jonathan M. Kemper; Mary Ann Krey; Terry O. Meek;
Benjamin F. Rassieur III; John H. Robinson, Jr.; L. W. Stolzer;
William A. Sullins, Jr.; and Robert H. West.
27--Financial Data Schedule (filed only with electronic
transmission)
(b) Reports on Form 8-K:
No report on Form 8-K was filed during the last quarter of 1999.
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized this 10th day of
March, 2000.
Commerce Bancshares, Inc.
/s/ J. Daniel Stinnett
By: _________________________________
J. Daniel Stinnett
Vice President and Secretary
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
Registrant and in the capacities indicated on the 10th day of March, 2000.
/s/ Jeffery D. Aberdeen
_____________________________________
Jeffery D. Aberdeen
Controller
(Chief Accounting Officer)
/s/ A. Bayard Clark
_____________________________________
A. Bayard Clark
Chief Financial Officer
David W. Kemper
(Chief Executive Officer)
Georgio Balzer
Fred L. Brown
James B. Hebenstreit A majority of the
Jonathan M. Kemper Board of Directors*
Mary Ann Krey
Terry O. Meek
Benjamin F. Rassieur III
John H. Robinson, Jr.
L. W. Stolzer
William A. Sullins, Jr.
Robert H. West
- --------
*David W. Kemper, Director and Chief Executive Officer, and the other
Directors of Registrant listed, executed a power of attorney authorizing J.
Daniel Stinnett, their attorney-in-fact, to sign this report on their
behalf.
/s/ J. Daniel Stinnett
_____________________________________
J. Daniel Stinnett, Attorney-in-
Fact
8
INDEX TO EXHIBITS
3 -- Articles of Incorporation and By-Laws:
(a) Restated Articles of Incorporation, as amended, were filed
in quarterly report on Form 10-Q dated August 10, 1999, and
the sale are hereby incorporated by reference.
(b) Restated By-Laws were filed in quarterly report on Form 10-Q
dated August 9, 1996, and the same are hereby incoporated
by reference.
4 -- Instruments defining the rights of security holders, including
indentures:
(a) Pursuant to paragraph 4(iii) of Item 601 Regulation S-K,
Registrant will furnish to the Commission upon request
copies of long-term debt instruments.
(b) Shareholder Rights Plan contained in an Amended and
Restated Rights Agreement was filed on Form 8-A12G/A
dated June 7, 1996, and the same is hereby incorporated
by reference.
(c) Form of Rights Certificate and Election to Exercise was
filed on Form 8-A12G/A dated June 7, 1996, and the same is
hereby incorporated by reference.
(d) Form of Certificate of Designation of Preferred Stock was
filed on Form 8-A12G/A dated June 7, 1996, and the same is
hereby incorporated by reference.
10 - Material Contracts (Each of the following is a management contract
or a compensatory plan arragement):
(a) Commerce Bancshares, Inc. Executive Incentive Compensation
Plan amended and restated as of December 31, 1999.
(b) Commerce Bancshares, Inc. Incentive Stock Option Plan
amended and restated as of October 4, 1996 was filed in
quarterly report on Form 10-Q dated November 8, 1996, and
the same is hereby incorporated by reference.
(c) Commerce Bancshares, Inc. 1987 Non-Qualified Stock Option
Plan amended and restated as of October 4, 1996 was filed
in quarterly report on Form 10-Q dated November 8, 1996,
and the same is hereby incoporated by reference.
(d) Commerce Bancshares, Inc. Stock Purchase Plan for Non-
Employee Directors amended and restated as of October 4,
1996 was filed in quarterly report on Form 10-Q dated
November 8, 1996, and the same is hereby incorporated by
reference.
(e) Copy of Supplemental Retirement Income Plan established by
Commerce Bancshares, Inc. for James M. Kemper, Jr. was
filed in annual report on Form 10-K dated March 6, 1992,
and the same is hereby incorporated by reference.
(f) Commerce Bancshares, Inc. 1996 Incentive Stock Option Plan
amended and restated as of October 4, 1996 was filed in
quarterly report on Form 10-Q dated November 8, 1996, and
the same is hereby incorporated by reference.
(g) Commerce Executive Retirement Plan was filed in annual
report on Form 10-K dated March 8, 1996, and the same
is hereby incorporated by reference.
(h) Commerce Bancshares, Inc. Restricted Stock Plan amended
and restated as of February 4, 2000.
(i) Form of Severance Agreement between Commerce Bancshares,
Inc. and certain of its executive officers entered into
as of October 4, 1996 was filed in quarterly report on
Form 10-Q dated November 8, 1996, and the same is
hereby incorporated by reference.
(j) Trust Agreement for the Commerce Bancshares, Inc.
Executive Incentive Compensation Plan
13 - Annual Report to Security Holders
21 - Subsidiaries of the Registrant
23 - Independent Accountants' Consent
24 - Powers of Attorney
27 - Financial Data Schedule