pursuant to Rule 433(f)
Statement No. 333-157560
June 10, 2009
Writing Prospectus Published or Distributed by Media
5, 2009, the print edition and online publication of the St. Louis Business
Journal each published an identical article concerning Commerce Bancshares, Inc.
(the “Company”). The full text of the online and print article is
The article published by the St. Louis
Business Journal’s online and print publications was not prepared by or reviewed
by the Company or any other offering participant prior to its publication. The
publisher of the article is not affiliated with the Company. The Company made no
payment and gave no consideration to the publisher in connection with the
publication of the article or any other articles published by this publisher
concerning the Company. With the exception of statements and quotations
attributed directly to Mr. Clark or Mr. Kemper, or derived from the Company’s
public filings with the SEC, the article represented the author’s opinion and
the opinion of others, which are not endorsed or adopted by the
should consider statements in the article or contained herein only after
carefully evaluating all of the information in the Company’s registration
statement on Form S-3 (File No. 333-157560), which the Company filed with the
SEC on February 27, 2009, and in the related prospectus supplement dated
February 27, 2009, including the risks described therein and in the Company’s
Annual Report on Form 10-K filed on February 26, 2009 and the other documents
incorporated by reference into such registration statement.
We note that the article includes a
statement that the Company’s tangible capital ratio of 8.2% is the highest among
the top 50 U.S. banks. For purposes of correction and
clarification, the Company’s tangible capital ratio was the second highest among
the top 50 U.S. banks as of December 31, 2008. Also, we note that the
article includes the following statement attributable to Mr. Clark: “[the
Company is] the largest bank by market capitalization that said no to [Troubled
Asset Relief Program (TARP)] money.” For purposes of clarification,
as of December 31, 2008, Commerce was the largest bank by market capitalization
that did not take any TARP money.
writing prospectus contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include future
financial and operating results, expectations, intentions and other statements
that are not historical facts. Such statements are based on current beliefs and
expectations of the Company’s management and are subject to significant risks
and uncertainties. Actual results may differ materially from those set forth in
the forward-looking statements.
Text of June 5, 2009 St. Louis Business Journal Article (print and online
Louis Business Journal
June 5, 2009
Louis Business Journal 2009 CFO Awards: Public Companies
Business Journal - by Greg
ever said bankers are boring and predictable. OK, maybe they did, but they were
wrong. Consider A. Bayard Clark.
years in banking, 33 of them at Commerce Bank, and the last 13 as chief
financial officer, Clark is retiring. So far, so predictable.
about this: He has never taken a business or accounting course. He has a law
degree and he’s about to complete a Ph.D. in American Studies, both from Saint
Louis University. At age
63, he is planning to launch a second career, as a college teacher.
reluctant participant,” Clark said, trying to sound predictably boring, when
contacted about this Business Journal honor. “We have a philosophy at Commerce
of letting the numbers speak for themselves.”
they do. During his tenure as CFO, the bank’s assets almost doubled, from $9.6
billion to $18 billion. Since 1987, he has been a point man in Commerce’s more
than 40 bank acquisitions.
return on Commerce stock was a relatively strong 5 percent in 2008, one of the
most difficult times in the banking industry.
ranked seventh among the top 150 publicly traded bank companies in the U.S.,
according to Bank Director magazine’s 2008 Bank Performance Scorecard, measuring
profitability, capital adequacy and asset quality. It was recently named the
best retail bank in the Midwest by J.D. Powers.
especially proud of Commerce’s refusal to take government money under the
Troubled Asset Relief Program (TARP). “We are the largest bank by market
capitalization that said no to TARP money,” he said.
recounted a conversation he had with David Kemper, president and chief executive
of Commerce Bancshares Inc. “We were getting significant pressure from Treasury
to take TARP
But David Kemper and I kept asking ourselves, ‘Why should we?’ We are well
capitalized.” Its tangible capital ratio, a key strength measure, of 8.2 percent
is the highest among the top 50 U.S. banks.
Bancshares’ stock has outperformed the NASDAQ Bank Index by 26 percent over the
last two years in a very difficult economic environment,” Kemper said. “I
attribute a good deal of our success in a very difficult economic environment to
Bayard’s keen intellect, healthy skepticism, and instinctive understanding of
said the last two years have been particularly trying for all bankers, but
especially for community banks such as Commerce that remained true to
traditional banking practices. “Banker bashing has become very vogue, but all
banks are not made alike,” he said.
times of the previous 10 years set unrealistic expectations for borrowers and
for too many lenders. And, Clark said, it’s as important to know how to say no
as it is to say yes. “It’s easy to be popular in banking by saying yes all the
time. Our goal has been to be there in good times and bad.”
originally from western North Carolina and earned a bachelor’s degree in
American history at the University of North Carolina at Chapel Hill. He started law school at
Emory University in Atlanta but spent his savings and came to St. Louis when his
first wife and two young children were hospitalized with Hong Kong flu. “I
needed a job.”
in a training program at Boatmen’s Bank and eventually was recruited to
Commerce, where he became president of the University City branch at age
will step down as CFO on July 1 and will remain as executive vice president
until January. His successor is Charles Kim, director of corporate retail and
executive vice president.
issuer has filed a registration statement (including a prospectus) with the SEC
for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively,
the issuer or any agent participating in the offering will arrange to send you
the prospectus if you request it by calling (816) 234-2000.