UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-7931
FIRST COMMERCE CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 72-0701203
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
210 Baronne Street 70112
New Orleans, Louisiana (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (504) 561-1371
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No .
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock as of the last practicable date.
Class Outstanding as of August 11, 1994
Common Stock, $5.00 par value 26,162,932
Part I
Item 1. Financial Statements.
The information called for by this item is included in First
Commerce Corporation's (FCC) 1994 Second Quarter Report to
Stockholders on pages 14 through 21 and is incorporated herein.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information called for by this item is included in FCC's
1994 Second Quarter report to Stockholders on pages 5 through 13 and
is incorporated herein.
Part II
Item 1. Legal Proceedings.
Legal proceedings involving FCC were previously reported in its
Annual Report on Form 10-K for the year ended December 31, 1993 and on
Form 10-Q for the quarter ended March 31, 1994. The Form 10-Q for the
quarter ended March 31, 1994 reported a judgement against a subsidiary
of Registrant for $681,000, plus interest. Both the plaintiff and the
subsidiary have since appealed to the Louisiana Court of Appeals.
Plaintiff seeks to hold the subsidiary responsible for a greater
amount of his damages up to $4.5 million plus interest. The
subsidiary has appealed on the basis that it is not responsible to the
plaintiff for any amount. In the opinion of management, after
consulting with counsel, the ultimate outcome of the litigation will
not result in a material adverse effect upon the Registrant.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of the stockholders of FCC (the "Meeting")
was held on April 18, 1994.
(b) and (c)
SUBMISSION OF MATTERS FOR AGAINST* ABSTAIN BROKER
NONVOTE
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I. DIRECTORS ELECTED
Ian Arnof 19,007,384 46,171 0 0
James J.Bailey III 18,944,044 109,511 0 0
John W. Barton 18,739,788 313,767 0 0
Sydney J. Besthoff III 18,986,067 67,488 0 0
Robert H. Bolton 18,985,736 67,819 0 0
Francis B. Davis 19,005,732 47,823 0 0
Laurance Eustis, Jr 19,003,578 49,977 0 0
William P. Fuller 18,990,553 63,002 0 0
Arthur Hollins III 19,007,268 46,287 0 0
F. Ben James, Jr. 19,008,054 45,501 0 0
Erik F. Johnsen 19,005,296 48,259 0 0
J. Merrick Jones, Jr. 19,008,054 45,501 0 0
Edwin Lupberger 19,004,158 49,397 0 0
Hermann Moyse, Jr. 18,987,325 66,230 0 0
O. Miles Pollard, Jr. 19,005,163 48,392 0 0
G. Frank Purvis, Jr. 19,003,809 49,746 0 0
Edward M. Simmons 19,008,054 45,501 0 0
H. Leighton Steward 18,696,003 357,552 0 0
Joseph B. Storey 18,987,144 66,411 0 0
Robert A. Weigle 19,007,804 45,751 0 0
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* With respect to Item I of the table, Directors Elected, these numbers
reflect the number of shares as to which authority to vote for the
particular director was withheld.
SUBMISSION OF MATTERS FOR AGAINST ABSTAIN BROKER
NONVOTE
- - ---------------------------------------------------------------------------
II. Amendment and restatement of
FCC's 1992 Stock Incentive Plan
(the "Plan") 16,509,455 751,770 171,560 1,620,770
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III. Approval of the performance
goals applicable to awards of
restricted stock and
performance shares granted under
the Plan. 16,939,628 324,610 168,547 1,620,770
- - ---------------------------------------------------------------------------
IV. Approval of FCC's Chief
Executive Officer Sharemax Plan. 18,069,646 813,286 170,623 0
- - ---------------------------------------------------------------------------
Item 5. Other Information.
FCC and Lakeside Bancshares, Inc. have signed a definitive
agreement to merge the two companies and their respective
subsidiaries, The First National Bank of Lake Charles and Lakeside
National Bank. Lakeside Bancshares, Inc. is headquartered in Lake
Charles, Louisiana and as of March 31, 1994, had assets of $190
million and deposits of $172 million.
FCC and First Bancshares, Inc. have signed a definitive
agreement to merge the two companies and their respective
subsidiaries, First National Bank of Commerce and First Bank. First
Bancshares, Inc. is headquartered in Slidell, Louisiana and as of
March 31, 1994, had assets of $247 million and deposits of $223
million.
FCC and City Bancorp, Inc. have signed a letter of intent to
merge the two companies and their respective subsidiaries, The First
National Bank of Lafayette and City Bank and Trust Company of New
Iberia. As of March 31, 1994, City Bancorp, Inc. had assets of $89
million and deposits of $73 million.
Each of these transactions are subject to regulatory and
shareholder approval, and certain other conditions. If all conditions
are met, it is expected that all three mergers would be effected in
the fourth quarter of 1994.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
4.1 - Indenture between FCC and Republic Bank Dallas, N.A.
(now NationsBank of Texas, N.A.), Trustee, including the
form of 12 3/4% Convertible Debenture due 2000, Series A
included as Exhibit 4.1 to FCC's Annual Report on Form
10-K for the year ended December 31, 1985 and
incorporated herein by reference.
4.2 - Indenture between FCC and Republic Bank Dallas, N.A.
(now NationsBank of Texas, N.A.), Trustee, including the
form of 12 3/4% Convertible Debenture due 2000, Series B
included as Exhibit 4.2 to FCC's Annual Report on Form
10-K for the year ended December 31, 1985 and
incorporated herein by reference.
11 - Computation of Earnings Per Share
13 - 1994 Second Quarter Report to Stockholders of First
Commerce Corporation
(b) Reports on Form 8-K.
None.
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 thereunto duly authorized.
First Commerce Corporation
Date August 12, 1994 /s/Thomas L. Callicutt, Jr.
Thomas L. Callicutt, Jr.
Senior Vice President,
Controller and Principal
Accounting Officer