SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 |X| Filed by the Registrant |_| Filed by a Party other than the Registrant Check the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 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) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14(a)-6(i)(1) ------------------------------------------------------------------------ and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------ |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: ------------------------------------------------------------------ (2) Form, Schedule or Registration Statement no.: ------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------ Date: April 18, 2000 Release Date: Immediate Contact: Kristi Shoemaker, Director of Marketing 402-434-4481 Lincoln, Nebraska--First Commerce Bancshares, Inc. (NASDAQ-FCBIA & FCBIB) reported net income for the three months ended March 31, 2000 of $11,126,000 or $.83 per share compared to $8,488,000 or $.63 per share for the threee months ended March 31, 1999. On a percentage basis first quarter net income is up 31.1% over the similar period in 1999. First quarter net income was supported by heavy Global fund gains of $5.3 million after-tax. Net interest income increased $1,642,000 or 7.7% for the three months ended March 31, 2000 when compared to the same time period one year ago. Total earning assets as of March 31, 2000 were $2.36 billion compared to $2.20 billion as of March 31, 1999, up 7.2%. Total loans were $1.44 billion as of March 31, 2000, up $187 million or 15.0% from one year ago. The level of non-performing loans remains stable and modest. The Company's total assets were $2.62 billion as of March 31, 2000, compared to $2.45 billion as of March 31, 1999, up 7.1%. The Company has seen strong growth in fee income primarily in credit card fees. Non-interest income excluding securities transactions was $17.9 million for the three months ended March 31, 2000, up 6.5% from the same time period one year ago. James Stuart, Jr., Chairman and CEO, stated, "We are very pleased with the earnings results for the quarter and the loan growth achieved over the past year. The merger with Wells Fargo is projected to occur late in the second quarter. We are very pleased with merger progress, and I continue to feel that we picked an excellent merger partner." At its regularly scheduled board meeting on April 18, 2000, the Company declared a ten cent dividend to be paid on June 9, 2000 to stockholders of record on May 31, 2000. First Commerce Bancshares, Inc. is a Nebraska-based multibank holding company with banks or branches in Lincoln, Grand Island, Hastings, Kearney, McCook, North Platte, Valentine, West Point, Alliance, Bridgeport, Nebraska; and Colorado Springs, Colorado. First Commerce Bancshares, Inc. also has loan production offices in Mullen, Hyannis, Holdrege, Snyder, Wood River, Cairo, Nebraska; Goodland, Kansas; and Burlington, Colorado. The SEC mandates the following: 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 web site (www.sec.gov) and from First Commerce's and Wells Fargo's respective corporate secretaries. In addition, the identity of the 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. FIRST COMMERCE BANCSHARES, INC. FINANCIAL HIGHLIGHTS (In Thousands Except Per Share Data) (Unaudited) Three Months Ended March 31, Year Ended December 31, ------------------------ ------------------------------ 2000 1999 1999 1998 1997 -------- ------ -------- -------- -------- Net interest income $22,838 $21,196 $87,922 $82,197 $76,586 Provision for loan losses 1,516 1,595 6,877 7,658 8,297 Gains on securities sales 8,064 1,747 4,625 4,635 4,861 Noninterest income 17,921 16,828 70,759 61,079 48,978 Noninterest expense 30,519 25,228 108,873 95,286 81,103 Net income 11,126 8,488 30,927 29,035 26,597 Performance ratios:(1) Return on average equity(2) 17.03% 14.27% 12.59% 13.05% 13.28% Return on average assets 1.70 1.41 1.24 1.29 1.28 Per common share: Net income $ .83 $.63 $2.33 $2.15 $1.96 Dividends .10 .09 .36 .34 .30 Stockholders' equity before accumulated other comprehensive income 19.96 17.89 19.23 17.36 15.57 Total stockholders' equity 19.91 18.44 19.32 18.40 17.19 Market value (trading range) of common stock: Class A Voting High 39.50 29.50 29.50 32.00 33.00 Low 20.13 24.50 18.00 24.75 20.00 Last 34.63 24.50 25.50 26.25 29.00 Class B Non Voting High 35.00 30.00 30.00 33.50 32.50 Low 18.00 21.25 17.75 24.00 16.00 Last 34.69 25.00 19.69 28.00 32.50 As of March 31, As of December 31, ---------------------- ------------------------------ 2000 1999 1999 1998 1997 -------- ---------- ------ ------ ------ Assets $2,620,343 $2,446,794 $2,609,590 $2,384,745 $2,251,100 Investments 865,111 823,247 815,692 747,844 691,144 Loans 1,435,082 1,247,613 1,441,013 1,284,007 1,236,443 Loan loss reserve 25,004 24,503 24,952 24,292 22,458 Deposits 1,800,115 1,738,340 1,812,856 1,728,500 1,649,494 Equity capital 265,531 248,700 257,663 248,646 232,580 Capital to assets(2) 10.2% 9.9% 9.8% 9.9% 9.5% Allowance for loan losses/loans 1.7 2.0 1.7 1.9 1.8 Marketable equities -- Cost $68,961 $53,337 $60,520 $52,057 $43,217 Marketable equities -- Fair value 91,401 69,470 88,544 72,258 73,913 (1) Annualized. (2) Before accumulated other comprehensive income.