SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 23, 2011
Commerce Bancshares, Inc.
(Exact name of registrant as specified in its charter)
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
Kansas City, MO
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended.
Item 8.01 Other Events
On December 23, 2011, Commerce Bank, a wholly owned subsidiary of Commerce Bancshares, Inc., reached a class-wide settlement with plaintiffs in a class action lawsuit captioned Wolfgeher v. Commerce Bank, Case No. 1:10-cv-22017 (MDL 2036) originally filed in the United States District Court for the Western District of Missouri and subsequently transferred to the United States District Court of the Southern District of Florida. The second amended complaint filed in December 2010, alleged claims that the Bank had improperly charged overdraft fees on certain debit card transactions. The settlement, subject to documentation and court approval, provides for a payment by the Bank of $18.3 million into a class settlement fund the proceeds of which will be used to issue refunds to class members and to pay attorneys' fees, administrative and other costs, in exchange for a complete release of all claims asserted against the Bank. The Bank, while admitting no wrongdoing, agreed to the settlement in order to resolve the litigation and avoid further expense.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMMERCE BANCSHARES, INC.
By: \s\ Jeffery D. Aberdeen
Jeffery D. Aberdeen
(Chief Accounting Officer)
Date: December 23, 2011