BOATMEN'S TO ACQUIRE KANSAS' BIGGEST BANK

ST. LOUIS -- Boatmen's Bancshares Inc. of St. Louis, and Fourth Financial Corp. of Wichita, Kan., have signed a definitive agreement for Boatmen's Bancshares to acquire Fourth Financial in a stock transaction valued at about $1.2 billion.

Boatmen's will exchange one share of its common stock for each share of Fourth Financial's common shares outstanding.

The transaction is subject to the completion of due diligence and shareholder and regulatory approval.

The merger will be accounted for as a pooling of interests and is expected to close in the first quarter of 1996.

Boatmen's Bancshares, with assets of $33.4 billion, is one of the largest U.S. bank holding companies, operating more than 500 locations in nine states. Boatmen's also ranks among the nation's largest provider of trust services with about $45 billion in assets under management.

Fourth Financial is the largest banking company in Kansas and third largest in Oklahoma. As of June 30, Fourth Financial had some $7.5 billion in assets, $6 billion in deposits, and operated 146 offices -- 87 in Kansas, 56 in Oklahoma and three in Missouri.

When the transaction is completed, Boatmen's will have the leading deposit market in five states -- Missouri, Kansas, Oklahoma, Arkansas and New Mexico.

The combined organizations will have an extensive network of more than 650 retail offices and 1,350 ATMS throughout nine states.

"We are enthusiastic about the business opportunities and synergies created from the combination of Boatmen's and Fourth Financial," said Andrew B. Craig, chairman and chief executive officer of Boatmen's. "Oklahoma and Kansas are two key markets with good growth potential."

Savings due to increased efficiencies are expected to total about $60 million before tax over three years, with the bulk of the savings during the first two years.