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FIRST INTERSTATE OF IOWA SHAREHOLDERS APPROVE MERGER AGREEMENT WITH BOATMEN'S BANCSHARES

 FIRST INTERSTATE OF IOWA SHAREHOLDERS
 APPROVE MERGER AGREEMENT WITH BOATMEN'S BANCSHARES
 DES MOINES, Iowa, Feb. 12 /PRNewswire/ -- First Interstate of Iowa Inc. (NASDAQ: FIIA) shareholders overwhelmingly approved the merger agreement with Boatmen's Bancshares Inc. (NASDAQ: BOAT), St. Louis, to acquire the Des Moines based multi-bank holding company at a special meeting of shareholders held this morning at the Marriott Hotel in Des Moines. Eighty-two percent of the 12,247,322 shares outstanding, or 10,036,248 shares, were voted in favor of the merger agreement. First Interstate will become a wholly-owned subsidiary of Boatmen's Bancshares and will be renamed Boatmen's Bancshares of Iowa Inc. The 10 First Interstate of Iowa banks will be renamed to include the Boatmen's name.
 Previously announced on Oct. 11, 1991, the merger agreement provides that Boatmen's will exchange 0.17 of a share of its common stock for each share of common of First Interstate of Iowa. Assuming full coversion of First Interstate of Iowa's convertible subordinated capital notes, Boatmen's will issue about 3 million shares in the transaction. On Oct. 11, the transaction was valued at $134 million, or $7.54 per share of First Interstate stock, based on Boatmen's closing stock price of $44 1/4 on that date. Boatmen's closing stock price on Feb. 11, 1992, was $46 3/8.
 In announcing the approval of the merger plan by First Interstate's shareholders, Oliver H. Hagen, chairman, president and CEO stated, "We obviously are pleased the shareholders of this company have confirmed the board of directors and management's recommendation that the company be acquired by Boatmen's. We believe the acquisition will bring greater return to our shareholders through their investment in Boatmen's, will provide greater opportunities for our employees and certainly will continue to provide the Iowa communities our banks serve with quality service and competitive rates. Boatmen's brings a distinctive and historical presence to the state of Iowa."
 Hagen further stated it is anticipated the merger will become effective on April 1, 1992, providing regulatory approvals have been received from the Board of Governors of the Federal Reserve and the State of Iowa.
 The 10 banks to be acquired by Boatmen's are located in Des Moines, Fort Dodge, Greenfield, Kalona, Marengo, Mason City, Sigourney, Sioux City, Spencer and Urbandale. The company also owns a data processing company in Des Moines and an insurance agency in Mason City.
 The Mason City and Spencer locations have been consolidated within the past two years into First Interstate Bank of Iowa-North and First Interstate Bank of Iowa-Northwest, respectively. The former Algona and Cresco banks are banking center banks of FI-Bank of Iowa-North while the former Estherville bank is a banking center bank of FI-Bank of Iowa-Northwest. In addition to these locations, other Iowa offices include: Bode, LuVerne, Wesley, Harcourt, Lehigh, Keswick and West Des Moines.
 -0- 2/12/92
 /CONTACT: Oliver H. Hagen of First Interstate of Iowa, 515-245-7152/
 (FIIA BOAT) CO: First Interstate of Iowa Inc.; Boatmen's Bancshares Inc. ST: Iowa, Missouri IN: FIN SU: TNM


MC -- DV006 -- 9261 02/12/92 12:55 EST
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Publication:PR Newswire
Date:Feb 12, 1992
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