UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
FIRST COMMERCIAL CORPORATION
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
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The undersigned registrant hereby amends Item 14(a)(3) of its 1994 Annual
Report on Form 10-K by adding the 1987 Incentive and Non-Qualified Stock
Option Plan, as amended, as an Executive Compensation Plan and Arrangement.
In addition, the undersigned registrant hereby amends Item 14(c) of its 1994
Annual Report on Form 10-K by including as Exhibit 10(a) the 1987 Incentive
and Non-Qualified Stock Option Plan, as amended. Item 14, as amended, appears
below in its entirety.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a) The following documents are filed as part of this report:
(1) Financial Statements:
Page
Number(*)
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Reports of Management and Independent Auditors 30
Consolidated Statements of Income for the Years Ended
December 31, 1994, 1993 and 1992 31
Consolidated Balance Sheets as of December 31, 1994
and 1993 32
Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 1994, 1993 and 1992 33
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1994, 1993 and 1992 34
Notes to Consolidated Financial Statements 35 - 52
(*) Page numbers refer to the Company's 1994 Annual Report, which pages
are incorporated herein by reference.
(2) Financial Statement Schedules:
All schedules are omitted for the reasons that they are not
required or are not applicable, or the required information is
shown in the consolidated financial statements or the notes
thereto.
(3) Executive Compensation Plans and Arrangements:
1987 Nonqualified and Incentive Stock Option Plan, as amended (filed
as Exhibit 10(a) hereto.)
Non-Qualified Deferred Compensation Plan (filed as Exhibit 10(b)
hereto.)
(b) Reports on Form 8-K:
During the last quarter of the period covered by this report,
Registrant filed two reports on Form 8-K. The first report dated
November 9, 1994, reported under Item 5 the Company's subsidiary,
First Commercial Trust Company, N.A., being named as a defendant in
two lawsuits filed in state courts. Another Form 8-K, dated December
22, 1994, reported under Item 5 that the Company's subsidiary, First
Commercial Trust Company, N.A., reached a settlement in the two
lawsuits mentioned in the November 9, 1994, Form 8-K.
(c) Exhibits:
The exhibits required to be filed by Item 601 of Regulation S-K
are submitted as a separate section of this report under the caption
"Index to Exhibits."
(d) Financial Statement Schedules:
Not applicable.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST COMMERCIAL CORPORATION
By: /s/ J. Lynn Wright
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J. Lynn Wright
Chief Financial Officer
Date: June 23, 1995
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Index to Exhibits
Sequential
Exhibit Number Exhibit Page Number
- -------------- --------------------------------------------------- -----------
3(a)* Company's Second Amended and Restated Articles of
Incorporation, as amended (3.1 in 33-33529).
3(b)* Articles of Amendment to the Company's Second
Amended and Restated Articles of Incorporation, as
amended (3 in Form 8-K dated September 18, 1990,
in 0-9676).
3(c)* Articles of Amendment to the Company's Second
Amended and Restated Articles of Incorporation, as
amended (4.3 in 33-39084).
3(d)* Articles of Amendment to the Company's Second
Amended and Restated Articles of Incorporation, as
amended (3(I) in Form 10-Q for the quarter ended
September 30, 1993, in 0-9676).
3(e)* Company's Bylaws as currently in effect (3(d) in
Form 10-K for the fiscal year ended December 31,
1991, in 0-9676).
10(a)*** 1987 Incentive and Non-Qualified Stock Option Plan,
as amended.
10(b)** First Commercial Corporation Non-Qualified Deferred
Compensation Plan
11** Computation of Earnings per Common Share.
13** Company's Annual Report to Shareholders for the
fiscal year ended December 31, 1994.
21** Subsidiaries of Registrant.
23(a)** Consent of Ernst & Young LLP.
23(b)** Consent of KPMG Peat Marwick LLP.
99(a)** Report of KPMG Peat Marwick LLP.
99(b) Annual Report on Form 11-K for Stock Purchase Plan
for employees of First Commercial Corporation (to be
filed by amendment.)
* Document incorporated herein by reference as indicated.
** Document previously filed.
*** Document filed herewith.
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