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BOATMEN'S BANCSHARES TO ACQUIRE SUNWEST FINANCIAL SERVICES

 BOATMEN'S BANCSHARES TO ACQUIRE SUNWEST FINANCIAL SERVICES
 ST. LOUIS, March 5 /PRNewswire/ -- Boatmen's Bancshares Inc. (NASDAQ: BOAT) and Sunwest Financial Services Inc. (NASDAQ: SFSI) announced that Boatmen's will acquire the Albuquerque-based bank holding company, which has assets of about $3.4 billion.
 Under terms of the merger agreement, Boatmen's will issue 0.7722 shares of its common for each of Sunwest's 9.8 million shares outstanding. The acquisition, which is expected to be completed in the fall, is subject to approvals by Sunwest shareholders and regulatory agencies.
 "Sunwest Financial meets all our acquisition criteria," explained Andrew B. Craig, III, chairman, president and chief executive officer of Boatmen's. "It marks our entry into New Mexico and provides further geographic diversity to our earnings base. Importantly, Sunwest holds the leading market share in New Mexico, with nearly 30 percent of the state's bank assets, and even larger percentages in major markets such as Albuquerque and Santa Fe."
 Craig continued, "Moreover, Sunwest furthers other strategic initiatives such as our emphasis on retail growth, with a strong deposit base, a wide-ranging ATM network and a solid credit card portfolio."
 The executive pointed out, "Attractive opportunities exist in trust and other fee-income areas, as well as for economic synergies. Last, and most important, the company has a strong management team that will remain in place and the bank will continue to operate under the 'Sunwest' name."
 Ike Kalangis, president and chief executive officer of Sunwest, commented, "We are pleased to join Boatmen's, which is one of the best capitalized bank holding companies in the country. Our affiliation will permit us to offer a wider range of products to better serve our customers' financial needs." Kalangis observed, "We especially look forward to growth opportunities in the trust area, since Boatmen's is among the nation's 12 largest providers of trust services."
 Craig noted, "The acquisition also meets our standard of modest, if any, dilution. We project earnings dilution of less than 2 percent in 1993 attributable to Sunwest, but a positive contribution to earnings per share in 1994. At the same time, we continue to expect recent acquisitions in Oklahoma, Iowa and Arkansas to be accretive."
 Boatmen's, with assets approximating $18 billion, is among the nation's 50 largest bank holding companies and operates more than 220 locations in Missouri, Illinois, Tennessee and Oklahoma. The company has agreements to acquire First Interstate of Iowa and Superior Federal Bank, based in Fort Smith, Ark., which represent a total of about $2 billion in assets. Boatmen's Trust Co. has approximately $31 billion in assets under management.
 FACT SHEET
 Price:
 $337 million for all shares of Sunwest Financial Services, Inc. Based on .7722 fixed exchange ratio and exercise of outstanding stock options.
 SFSI
 SHAREHOLDER
 SFSI BOAT PRO FORMA
 Per Share:
 Market Price (3/4/92) $32.50 $44.63 $34.46
 Book Value (12/31/91) 22.98 35.37 27.31
 Earnings per Share 1.31 4.07 3.14
 Dividend -- 2.16 1.67
 Multiple of Book 150 pct.
 Multiple of Market 106 pct.
 Form of Consideration:
 SFSI shareholders get .7722 shares of Boatmen's stock for each share of Sunwest Financial Services, Inc. Exchange to be tax free to Sunwest shareholders.
 Structure:
 Merger of Sunwest Financial Services, Inc. into a Boatmen's acquisition subsidiary.
 Stock Price Collars:
 Both corporations have comparable termination rights if the market price of Boatmen's common prior to closing is less or more than 20 percent of its price on March 5, 1992, plus Boatmen's common must decline or rise more than 20 percent of the weighted average movement of a selected group of peer banks.
 Accounting Treatment: Pooling
 Conditions:
 Regulatory approvals
 Sunwest Financial Services, Inc. shareholder approval
 Customary representations and warranties
 Conform accounting treatment for reserves and asset valuation
 Warrant Agreement:
 Sunwest Financial Services, Inc. grants Boatmen's an option of 19.9 percent of its common stock only exercisable in certain specified events.
 -0- 3/5/92
 /CONTACT: Philip N. McCarty of Boatmen's, 314-466-7720/
 (BOAT SFSI) CO: Boatmen's Bancshares Inc., Sunwest Financial Services Inc. ST: Missouri IN: FIN SU: TNM


RF -- SF014 -- 5691 03/05/92 18:48 EST
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Publication:PR Newswire
Date:Mar 5, 1992
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