SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) May 15, 1995
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CENTRAL CORPORATION
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((Exact name of registrant as specified in charter)
Louisiana 0-10915 72-0921566
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
300 DeSiard Street, Monroe, Louisiana 71201
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(Address of principal executive offices) (Zip Code)
(318) 362-8500
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(Registrant's telephone number, including area code)
(Former name or former address,
if changed since last report) Not applicable
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ITEM 5. OTHER EVENTS
On May 15, 1995, the Boards of Directors of Central Corporation
(Central) and First Commerce Corporation (FCC), headquartered in
New Orleans, entered into an agreement and plan of merger to merge
the two firms.
Under the terms of the agreement, Central shareholders would
receive 6,792,453 shares of common stock of FCC, or 1.67 shares of
FCC for each share of Central stock. Based on FCC's closing price
of $28 1/8 per share on May 12, 1995, the total value of the
proposed transaction is approximately $191 million. It is
anticipated that the merger will be completed by year-end.
Consummation of the merger is conditioned upon, among other things,
approval of the shareholders of both Central and FCC, necessary
regulatory approvals, and the qualification of the merger for
pooling-of-interests accounting treatment under generally accepted
accounting principles.
The FCC common shares will be newly issued shares which will be
offered pursuant to a proxy statement/prospectus which will be sent
to the shareholders of Central and FCC in the near future. After
the merger, the former Central shareholders will collectively hold
approximately 18% of the outstanding shares of FCC.
It is anticipated that after the merger, Central Bank will
continue to operate as a separate legal entity under its current
bank charter. Central's current management will continue to manage
Central Bank following the merger with employment contracts in
place for President James Altick, and Executive Vice Presidents
Cary Davis, Willis McGhinnis, Thomas Nicholson, and Edmond
Pennington. In addition, four of Central's current directors, Tom
Scott, Saul Mintz, Robert Cudd, III, and Hugh McDonald, Jr., will
be named to the FCC board of directors.
SIGNATURES
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, in the
City of Monroe, State of Louisiana on May 25, 1995.
CENTRAL CORPORATION
/s/ Larry Beach
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Larry Beach
Controller