SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule Rule 14(a)-12
FIRST COMMERCE BANCSHARES, INC.
(Name of Registrant as Specified in Its Charter)
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|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14(a)-6(i)(1)
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Letter to Trust Customers
February 16, 2000
Dear:
On February 2, 2000, we announced that First Commerce Bancshares will merge with
Wells Fargo-Norwest. We are joining a premier financial services organization
with a strong reputation for service in Nebraska dating back to 1856. Norwest
has a strong personal trust program in Nebraska with over 2000 clients served
from five different locations. All of us at National Bank of Commerce are proud
of our 88-year tradition of providing quality trust services. We are also very
excited about the product and service enhancements we will soon be able to
offer.
Please know that we value the confidence you have shown in our Trust Department
by including us in your estate plan. We will continue to serve you with the same
personal trust officers and staff in this location. Our commitment is to do
everything in our power to see that the merger transition goes smoothly and does
not disrupt customer service.
Many who have named National Bank of Commerce in their estate planning documents
have asked if it will be necessary to change their documents to name Wells
Fargo. It will not. This change will be effected by the merger documents. You
may have other questions or wish to discuss the merger with a personal trust
officer. We would welcome your comments and be happy to visit with you at any
time.
National Bank of Commerce has always had a strong commitment to customer service
and local decision making and we have invested heavily in our community. Wells
Fargo-Norwest shares this commitment and we look forward to working with you for
many years to come.
Sincerely,
Steven R.Caswell
Senior Vice President
and Trust Division Manager
(402) 434-4420 or 1-800-729-5882
Trust Newsletter
On Feb. 2, 2000, Wells Fargo & Company, including Norwest, signed a definitive
agreement to acquire First Commerce Bancshares, including National Bank of
Commerce in a tax-free merger. We would like to take this opportunity to give
you some details about the proposed merger and how it might affect you.
When will the merger happen?
Although many of the details are still unknown, the merger is expected
to take place during the third quarter of 2000. First, it must be approved
through regulatory avenues and by the First Commerce shareholders.
Following the acquisition, the First Commerce banks will become part of
Norwest Bank Nebraska, a Wells Fargo subsidiary. This will make Norwest the
second largest bank in Nebraska, based on deposits.
Jim Stuart Jr., chairman and CEO of First Commerce Bancshares, said the
Stuart family spent a great deal of time selecting a partner with whom the bank
would feel comfortable.
"Selecting a merger partner that shares our strong commitment to
customer service and building great communities is very important to me," he
stated. He said the Stuart family decided to pursue a merger due in part to
upcoming estate taxes the family would face.
"We feel our combination with Wells Fargo/Norwest will serve the best
long-term interests of our employees, customers and the communities we have
helped nurture during most of the 20th century," Stuart said.
Judith Owen, Norwest Bank Nebraska president, said the merger will have a
positive effect on the community and customers. "Wells Fargo/Norwest and First
Commerce share many values that have helped both of us become outstanding
companies: great customer service, building strong communities and the value we
place on our team members," Owen said. These values will be strengthened by the
merger.
How will it affect me?
Until the merger is complete, both Wells Fargo/Norwest and First
Commerce Bancshares will be running "business as usual." We will offer the same
hands-on service, and continue to serve you with the same personal trust
officers and staff in this location.
Our employees will maintain the values you have come to expect from us,
and all accounts and account details will remain the same. We will be able to
offer enhanced systems capabilities, with a broader range of investment and
estate planning products and services.
You will be informed once the merger is complete, and we will provide
you with all the information necessary to answer your questions and make the
transition smooth and easy. Our commitment is to do everything in our power to
see that the merger transition does not disrupt customer service.
After the merger, you will have greater variety and flexibility in your
banking options when traveling, with over 3,000 banking locations in 21 states
and over 6,300 ATM locations.
"We will now be able to offer our customers the convenience of a
national network of banking outlets and an industry-leading online banking
product," Stuart said.
Will the bank still have localized decision making?
Another reason the Stuart family took such care in selecting the proper
merger partner was to continue to give customers the local decision-making
process that has been a First Commerce tradition.
"We have learned and validated the fact that decisions are truly made
locally within the Wells Fargo/Norwest Nebraska system," Stuart said. "Our
executive team will still be in place to serve our customers. Because of this,
our customers can continue to count on us to look out for and act on any
concerns they might have."
"Wells Fargo/Norwest's business philosophy of community reinvestment is
based on local decision making," Judith Owen said. "It is the key to serving our
communities effectively. We believe the best decisions are local decisions, made
by local people."
We urge shareholders of First Commerce and other investors to read the proxy
statement/prospectus that will be included in the registration statement on Form
S-4 to be filed with the SEC in connection with the proposed merger because it
will contain important information. After it is filed with the SEC, the proxy
statement/prospectus will be available for free, both on the SEC's website
(www.sec.gov) and from First Commerce's and Wells Fargo's respective corporate
secretaries. In addition, the identity of people who, under SEC rules, may be
considered participants in the solicitation of First Commerce's shareholders in
connection with the proposed merger, and a description of their interests, is
available in SEC filings under Schedule 14A made by First Commerce on February
2, 2000.