BOATMEN'S BANCSHARES AGREES TO BUY WORTHEN

Boatmen's Bancshares will become the largest bank-holding company in Arkansas following the acquisition of an Arkansas bank.

With the purchase of Worthen Banking Corp. of Little Rock, the second-largest bank-holding company in Arkansas, will come added earnings for Boatmen's shareholders, bank officials say.

Initially, however, Boatmen's earnings may be depressed by about 1 percent before earnings start showing up, hopefully by 1996.

Boatmen's Bancshares Inc., headquartered in St. Louis, announced last week that it had agreed to acquire Worthen in a stock transaction valued at approximately $595 million. Boatmen's will exchange one share of its common stock for each share of Worthen's approximately 17.93 million common shares, including shares issued for stock options.

Worthen has approximately $3.5 billion in assets and $3 billion in deposits, and operates 112 branch offices in Arkansas and six in Austin, Texas.

Arkansas is not new territory for Boatmen's, one of the 30 largest U.S. bank-holding companies. It operates more than 400 banks in nine states, including operations in Cape Girardeau and Jackson, Mo. Boatmen's already owns Superior Federal Bank, based in Fort Smith, Ark., with assets of about $1.2 billion.

Superior has 39 locations in Arkansas and 18 in Oklahoma. Boatmen's also has banking operations in Amarillo and El Paso, Texas.

The combination of Worthen and Superior should make Boatmen's the largest financial institution in Arkansas, a title now held by First Commercial Corp., a $4.2 billion bank-holding company in Little Rock.

Banking regulators and Worthen shareholders must approve the deal. The transaction is expected to close by the first quarter of 1995.

"We are extremely pleased with this opportunity to expand our existing franchises in Arkansas," said Andrew B. Craig III, chairman and chief executive officer of Boatmen's Bancshares. Craig said that Worthen fits Boatmen's acquisition criteria perfectly, with "superior asset quality and an excellent management team."

The acquisition, according to Craig, will give Boatmen's a dominant market in Arkansas and enhance the company's presence in Texas.

Boatmen's is paying about twice Worthen's book value but Craig feels it is a well-deserved price. The bank, after some troubled times in the 1980s, has been cleaned up.

Craig said the hefty price was a sign of the times. Paying twice the book value is probably right in the middle of what transactions are going for to get good banks, said Craig.

"We're looking forward to being affiliated with Boatmen's, said Curt Bradbury, chairman and chief executive officer of Worthen. "Boatmen's is one of the nation's best performing regional bank-holding companies, and we will be able to continue providing exceptional service to our customers in Texas and Arkansas."

During the first half of 1994, Worthen earned $23.8 million, an increase of 16 percent over year-ago results, excluding nonrecurring items. Boatmen's posted record net income of $173.6 million, representing an increase of 9 percent over the comparable year-earlier period.

The last time Boatmen's made an acquisition of Worthen's size was two years ago when it paid $337 million for Sunwest Financial Services Inc. of Albuquerque, N.M. Sunwest, which had assets of $3.4 million, was the largest bank in New Mexico. In late 1988, Boatmen's paid about $467 million for Centerre Bancorporation Inc., of St. Louis, which had assets of $5.1 billion.