SCHEDULE 14A{PRIVATE }
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
----
Filed by the Registrant [X]
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)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section240.14a-11(c) or Section240.14a-
12
First Commerce Bancshares, Inc.
- ------------------------------------------------
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-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 O-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:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-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 No.:
3) Filing Party:
4) Date Filed:
2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 16, 1996
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of First
Commerce Bancshares, Inc., a Nebraska corporation ("the Company"), will be held
at the Country Club of Lincoln, 3200 South 24, Lincoln, Nebraska, on Tuesday,
April 16, 1996, at 4:00 p.m. for the following purposes:
1. To elect three Class II directors of the Company, each to serve for a term
of three years.
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Holders of Class A and Class B Common Stock of record at the close of
business on February 29, 1996, will be entitled to notice of the meeting;
however, only holders of Class A Common Stock will be entitled to vote.
The Board of Directors of the Company has authorized the solicitation of
proxies by and on behalf of the Board of Directors. Information regarding the
matters to be acted upon at the meeting is contained in the accompanying Proxy
Statement.
Unless you specify otherwise, the proxies will be voted for each of the
proposals set forth above.
3
By Order of the Board of Directors
James Stuart, Jr.
Chairman and Chief Executive Officer
Lincoln, Nebraska
March 15, 1996
A copy of the audited Annual Report of the Company for the year ended December
31, 1995, is enclosed. Such report is not incorporated in the Proxy Statement
and is not deemed a part of the proxy soliciting material.
Please sign and date the enclosed proxy and return it promptly in the enclosed
envelope if you do not expect to be personally present and if you wish your
stock to be voted. You may revoke your proxy for any reason at any time before
it is voted.
4
FIRST COMMERCE BANCSHARES, INC.
NBC CENTER
LINCOLN, NEBRASKA 68501
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 16,
1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Commerce Bancshares, Inc. ("the
Company") for use at the Annual Meeting of Shareholders of the Company to be
held April 16, 1996, or at any adjournments of said meeting. The enclosed form
of proxy, if executed, may nevertheless be revoked at any time insofar as it has
not been exercised. When such proxy is properly executed and returned, the
shares it represents will be voted at the meeting in accordance with any
directions noted thereon; or if no direction is indicated, it will be voted in
favor of the proposals set forth in the notice attached hereto.
The Company will bear the cost of solicitation of proxies, including the
charges and expenses of brokerage firms and others for forwarding solicitation
materials to beneficial owners of stock. In addition to the use of mails,
proxies may be solicited by personal interview, by telegram or by telephone.
Copies of the Proxy Statement and proxy form will be first provided to
shareholders on March 15, 1996.
VOTING SECURITIES OUTSTANDING
As of February 29, 1996, the Company has outstanding 2,606,336 shares of
Class A Common Stock. Each share of Class A Common Stock is entitled to one
vote. Only holders of Class A Common Stock of record on February 29, 1996 will
be entitled to vote at the Annual Meeting of Shareholders. A holder of Class A
Common Stock is entitled to cumulate his or her votes in the election of
directors and may give one or more candidates as many votes as the number of
directors to be elected multiplied by the total number of shares owned by such
shareholder. Under Nebraska law, there are no conditions precedent to the
exercise of cumulative voting rights. On all other matters which may come
before the meeting, each holder of Class A Common Stock will be entitled to one
vote for each share owned.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspectors appointed for the meeting and will determine whether or
not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining the approval of
any matter submitted to the shareholders for a vote. If a broker indicates on
the proxy that it does not have discretionary authority as to certain shares to
vote on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
PRINCIPAL SHAREHOLDERS
James Stuart and members of his family (and partnerships and corporations
owned or controlled by the Stuart Family) have filed a Schedule 13-D with the
Securities and Exchange Commission ("the Commission") indicating that the Stuart
Family may be a "group" as that term is defined by the Exchange Act and the
regulations promulgated by the Commission pursuant thereto. A table showing the
names of the persons and entities included within the group identified in this
Proxy Statement as the "Stuart Family" and showing the number of shares of the
Company owned of record on February 29, 1996 by each member of the group is set
forth on Exhibit A to this Proxy Statement. As of February 29, 1996, the Stuart
2
Family owned a total of 1,553,166 shares, or 59.6% of the Company's shares of
Class A Common Stock entitled to vote at the Annual Meeting.
No other person is known by the Company to own of record or beneficially as
much as 5% of the Common Stock of the Company.
1. ELECTION OF CLASS II DIRECTORS
The Board of Directors of the Company is divided into three classes,
designated Class I, Class II and Class III, serving staggered three year terms.
The Company's Articles of Incorporation require that such classes be as nearly
equal in number of directors as possible. The terms of the Company's three
current Class II Directors, David T. Calhoun, John C. Osborne, and Scott Stuart,
expire at the Annual Meeting.
At the Annual Meeting, three Class II Directors are to be elected to serve
three year terms ending in 1999 or until their respective successors are elected
and qualified or their earlier death, resignation, or removal. Each of the
three nominees presently serves as a Class II Director.
The Board of Directors recommends that Stockholders vote "FOR" the Company's
nominees as Class II Directors.
Set forth below is information concerning the principal occupation or
employment of each nominee for election as a Class II Director for the past five
years, and the year each was first elected as a Director; similar information is
included for all other members of the Board of Directors who will continue in
office. The Company was organized in 1985 and acquired a controlling stock
interest in Commerce Group, Inc., in 1985. Directors shown below to have been
elected prior to 1985 were Directors of Commerce Group, Inc., prior to the
organization of the Company.
3
NOMINEES FOR ELECTION AS
CLASS II DIRECTORS
TERM EXPIRING IN 1999
DAVID T. CALHOUN, Age 57. Mr. Calhoun has served as a Director of the
Company since April of 1993. Mr. Calhoun is Chairman and Chief Executive
Officer of Jacob North Printing Company, a commercial printing firm in Lincoln,
Nebraska.
JOHN C. OSBORNE, Age 56. Mr. Osborne has served as a Director of the Company
since April of 1990. Mr. Osborne is the owner and President of Industrial
Irrigation Services, Hastings, Nebraska, a wholesaler of engines for industrial
and irrigation applications.
SCOTT STUART, Age 49 Scott Stuart has served as a Director of the Company
since 1978. Mr. Stuart is the Managing Partner of KJS Partnership which
operates outdoor advertising businesses in Lincoln and Omaha, Nebraska, and
Springfield, Illinois.
INCUMBENT CLASS III DIRECTORS
TERM EXPIRING IN 1997
CONNIE LAPASEOTES, Age 59. Mr. Lapaseotes has served as a Director of the
Company since April of 1994. Mr. Lapaseotes serves as a General Partner in
Lapaseotes Limited, Bridgeport, Nebraska. He is engaged in cattle feeding,
ranching and farming.
4
KENNETH W. STAAB, Age 54. Mr. Staab has served as a Director of the Company
since April of 1994. Mr. Staab is a franchisee of Pizza Hut and Wendy's
Restaurants in Nebraska, a business he operates from offices in Grand Island,
Nebraska.
JAMES STUART, Age 78. Mr. Stuart has served as a Director of the Company
since 1973. Mr. Stuart is the Chairman of the Board of Stuart Management
Company, a company engaged in the management of outdoor advertising companies in
Nebraska and Illinois.
JAMES STUART, JR., Age 53. Mr. Stuart has served as a Director of the
Company since 1975. Mr. Stuart has served as Chairman of the Board and Chief
Executive Officer of the Company since January of 1988. Prior to that time he
had served as President and Chief Executive Officer of the Company since May of
1985. Mr. Stuart also serves as Chairman and Chief Executive Officer of
National Bank of Commerce Trust and Savings Association, Lincoln, Nebraska, a
subsidiary of the Company, and as a Director of each of the Company's other
subsidiary banks, except for the First National Bank of West Point, Nebraska.
INCUMBENT CLASS I DIRECTORS
TERM EXPIRING IN 1998
JOHN G. LOWE, III, Age 64. Mr. Lowe has served as a Director of the Company
since April of 1992. Mr. Lowe is the owner of Lowe Investment Co., an
investment firm in Kearney, Nebraska.
5
RICHARD C. SCHMOKER, Age 55. Mr. Schmoker has served as a Director of the
Company since 1977. Mr. Schmoker is an attorney and a partner with the firm of
Faegre & Benson, Minneapolis, Minnesota.
The following table sets forth information concerning the number of shares of
Class A and Class B Common Stock of the Company beneficially owned as of
February 29, 1996 by each director, nominee and certain executive officers,
individually, and by all directors and executive officers of the Company as a
group:
6
Number of Number
Name and Address Class A Percent of Class B Percent of
of Beneficial Owner Shares (1) Class (2) Shares(1) Class (3)
- ------------------- ------------------------------- -----------
Stuart L. Bartruff 300 (6) * 1,700 (6) *
Lincoln, Nebraska
David T. Calhoun 1,122 (7) * 13,725 (7) .1%
Lincoln, Nebraska
Mark Hansen 0 * 1,200 (8) *
Lincoln, Nebraska
Brad Korell 84 * 1,658 *
Lincoln, Nebraska
Connie Lapaseotes 1,000 * 31,654 .3%
Bridgeport, Nebraska
John G. Lowe, III 346 * 1,784 *
Kearney, Nebraska
John C. Osborne 932 (5) * 5,188 (5) *
Hastings, Nebraska
Number of Number
Name and Address Class A Percent of Class B Percent of
of Beneficial Owner Shares (1) Class (2) Shares(1) Class (3)
- ------------------- ------------------------------- -----------
Richard C. Schmoker 1,554,057 (4) 59.6% 6,282,672 (4) 57.3%
Minneapolis, Minnesota
Kenneth W. Staab 400 * 400 *
Grand Island, Nebraska
James Stuart 1,554,057 (4) 59.6% 6,282,672 (4) 57.3%
Lincoln, Nebraska
James Stuart, Jr. 1,554,057 (4) 59.6% 6,282,672 (4) 57.3%
Lincoln, Nebraska
Scott Stuart 1,554,057 (4) 59.6% 6,282,672 (4) 57.3%
Lincoln, Nebraska
All Executive Officers and 1,558,241 59.8% 6,339,981 57.8%
Directors (12 persons)
[FN]
2
*Less than one percent.
(1)Unless otherwise noted, all shares were held with sole investment and voting
power.
(2)Based upon the 2,606,336 shares issued and outstanding and entitled to vote
at the meeting.
(3)Based upon 10,963,348 shares of Class B Common Stock issued and outstanding.
(4)Includes 1,554,057 shares of Class A Common Stock and 6,282,672 shares of
Class B Common Stock owned by the Stuart Family. (See Exhibit A)
(5)Includes 675 shares of Class A Common Stock and 4,350 shares of Class B
Common Stock owned by Industrial Irrigation Services, as to which shares Mr.
Osborne shares in the investment and/or voting power.
(6)Includes 100 shares of Class A Common Stock and 400 shares of Class B Common
Stock owned by Stuart Bartruff, Custodian Tyler James S. Bartruff and 100
shares of Class A Common Stock and 400 shares of Class B Common Stock owned
by Stuart Bartruff, Custodian Blaine Bartruff, as to which shares Mr.
Bartruff shares in the investment and/or voting power.
(7)Includes 9,176 shares of Class B Common Stock owned by Leeco, Inc., as to
which Mr. Calhoun shares in the investment and/or voting power.
(8)Includes 100 shares of Class B Common Stock owned by Mark Hansen, Custodian
Brian L. Hansen, 100 shares of Class B Common Stock owned by Mark Hansen
Custodian Catherine A. Hansen, and 1,000 shares of Class B. Common Stock
owned by Laurie A. Hansen, as to which Mr. Hansen shares in the investment
and/or voting power.
(9)All information is as of February 29, 1996.
James Stuart, Jr. and Scott Stuart are the sons of James Stuart; Richard C.
Schmoker is the son-in-law of James Stuart.
Committees and Meetings
- -----------------------
The Board of Directors of the Company has four committees - the Audit
Committee, the Venture Capital Committee, the Compensation Committee, and the
Loan Committee. The Audit Committee, which held 11 meetings in 1995, consists
of four members, namely, Mr. Eihusen (retired in April 1995), Mr. Osborne, Mr.
Staab, and Mr. Scott Stuart (ex officio/non voting). The Venture Capital
Committee, which held one meeting in 1995, consists of Mr. James Stuart, Jr.,
Mr. Scott Stuart, and Mr. Calhoun. The Compensation Committee, which held two
meetings in 1995, consists of three members, namely Mr. James Stuart, Sr., Mr.
Schmoker, and Mr. Scott Stuart. The Loan Committee, which held 20 meetings in
1995 consists of four members, namely, Mr. James Stuart, Sr., Mr. James Stuart,
Jr., Mr. Scott Stuart, and Mr. Schmoker.
The function of the Audit Committee is to give additional assurance regarding
the integrity of financial information used by the Board in making decisions and
the integrity of financial information distributed to outsiders. The Audit
Committee reviews the audit plan with the independent auditors, including the
fees, reviews the annual report and results of the examination, reviews the
internal audit function, assists in the selection of independent auditors, and
provides a communication link between the auditors and the Board of Directors.
The purpose of the Venture Capital Committee is to review venture capital
proposals and make recommendations to the Board of Directors.
2
The Compensation Committee recommends salary levels for the executive
officers of the Company.
The Loan Committee serves as an oversight and approval authority for all FCB
banks in the granting of credit for loans with an allocation exceeding
$7,000,000. The Committee serves to review loans that represent the greatest
exposure to the Company in terms of dollar volume.
The Board of Directors of the Company held twelve meetings in 1995. No director
was absent from more than twenty-five percent of the aggregate of (1) the total
number of meetings of the Board of Directors and (2) the total number of
meetings held by all committees on which he served.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers, directors and greater than 10% shareholders
("Reporting Persons") to file certain reports ("Section 16 Reports") with
respect to beneficial ownership of the Company's equity securities. Based
solely on its review of the Section 16 Reports furnished to the Company by its
Reporting Persons and, where applicable, any written representations by any of
them that no Form 5 was required, all Section 16(a) filing requirements
applicable to the Company's Reporting Persons during and with respect to 1995
have been complied with on a timely basis.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
3
Summary of Cash and Certain Other Compensation
- ----------------------------------------------
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries, to or on
behalf of the Company's chief executive officer and each of the three other most
highly compensated executive officers of the Company whose compensation exceeded
$100,000 (determined as of the end of the last fiscal year) for the fiscal years
ended December 31, 1993, 1994 and 1995:
SUMMARY COMPENSATION TABLE
All Other
Annual Compensation Compensation(1)
----------------------------------- ------------
Name and
Principal Position Year Salary Bonus
- ------------------ ---- ------ -----
James Stuart, Jr.
[S] [C] [C] [C] [C]
Chairman and 1995 $300,000 $100,000 $34,548
Chief Executive1994 275,000 100,000 33,914
Officer 1993 235,000 115,000 38,317
All Other
Annual Compensation Compensation(1)
----------------------------------- ------------
Name and
Principal Position Year Salary Bonus
- ------------------ ---- ------ -----
Brad Korell
[S] [C] [C] [C] [C]
President, 1995 $185,000 $57,406(2) $26,623
National Bank 1994 170,000 60,406(2) 22,008
of Commerce 1993 150,000 55,406(2) 26,163
Trust & Savings
Association
Stuart L. Bartruff
Exec Vice Presi-
dent and 1995 125,000 34,294(2) 14,357
Secretary 1994 100,000 34,294(2) 29,391(3)
1993 72,000 37,294(2) 11,586
Mark Hansen
Sr. Vice Pres 1995 125,000 34,731(2) 17,904
and Sr. Lending 1994 100,000 34,731(2) 12,127
Officer, National1993 78,500 36,231(2) 13,549
Bank of Commerce
[FN]
(1)These amounts reported for 1995, 1994, and 1993, respectively, include
contributions to the Company's (i) Defined Contribution Pension Plan - Mr.
Stuart, Jr., $7,950, $7,950, and $4,738; Mr. Korell, $7,950, $7,950, and
$3,063; Mr. Bartruff, $6,575, $4,902, and $3,660; Mr. Hansen $6,575, $4,902,
and $4,017; (ii) Profit Sharing and Thrift Plan - Mr. Stuart, Jr., $9,588,
10,740, and $16,268; Mr. Korell, $13,958, $11,758, and $17,943; Mr.
Bartruff, $7,782, $6,598, and $7,811; Mr. Hansen, $11,329, $7,225, and
$9,401; and (iii) Supplemental Executive Retirement Plan - Mr. Stuart, Jr.,
$17,010, $15,224, and $17,311; Mr. Korell, $4,715, $2,300, and $5,157; Mr.
Bartruff, $-0-, $-0-, and $115; Mr. Hansen $-0-, $-0-, and $131.
(2)These amounts include the Company's contribution to a Deferred Compensation
Plan for the individual named.
(3)Includes club dues and initiation fee of $17,891.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The following report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
The Compensation Committee of the Company, and also the Compensation
Committee of the Company's Subsidiary Bank, National Bank of Commerce Trust and
Savings Association, is comprised of three members, James Stuart, Sr., Richard
Schmoker, and Scott Stuart. Each member of the Compensation Committee is a non-
employee director, and each is a significant shareholder of the Company.
Decisions on the compensation of the Company's executives (including executives
of the Company's Subsidiary Bank) are based on recommendations of the
Compensation Committee and are reviewed and approved by the full Board.
The Compensation Committee's executive compensation policies are designed to
provide competitive compensation levels for the Company's chief executive
officer and other highly compensated officers of the Company and its Subsidiary
Bank. Significant consideration is given to the following criteria in
determining appropriate levels of compensation:
Earnings and growth performance of the Company, both short and long term, as
compared to peer group and industry averages.
Comparability of compensation packages with companies of similar size and
complexity.
General skill level and leadership ability of officers.
Longevity, loyalty, integrity, commitment to excellence and long term success
of the Company.
At present, the executive compensation program is comprised of salary, annual
cash bonus, and certain qualified plans, including a Defined Contribution
Pension Plan, a Profit Sharing and Thrift Plan, and a Supplemental Executive
Retirement Plan. Certain of the executive officers (i.e., Messrs. Korell,
Hansen, and Bartruff) are provided a non-qualified deferred compensation plan
designed to enhance long term commitment to the Company.
Salaries for the 1995 year were set in December 1994 and cash bonuses were
awarded to the executive officers in December 1995. The Company's total cash
compensation to its executive officers, i.e., the total of the salary plus cash
----
bonus was based both on objective and subjective performance criteria.
Objective factors reviewed by the Compensation Committee included a comparison
of the Company's growth and profits over the last three years as compared to
peer group and industry standards. Significant consideration was also given to
the increase in the Company's stock price during the time period of 1987 through
1995. The foregoing objective factors are not included in a mathematical
formula; rather, such factors are considered by the Compensation Committee
together with subjective performance criteria in arriving at a recommended total
cash compensation package for each officer. Subjective performance criteria
encompass evaluation of each officer's initiative and contribution to overall
corporate performance, the officer's managerial ability, and the officer's
performance in any special projects that the officer may have undertaken.
7
Although the Board in 1986 directed the President to investigate and recommend
to the Board an incentive plan for key employees of the Company and its
subsidiaries which would be either a stock bonus plan or a stock option plan,
the Committee does not believe that such an incentive plan is necessary for the
Company's chief executive officer. The Committee believes that James Stuart,
Jr.'s significant ownership in the Company provides sufficient incentive. In
1993, the Company did adopt deferred compensation plans for Messrs. Korell,
Hansen, and Bartruff, which plans will provide benefits to these officers if
they continue to work for the Company for ten years or more.
The only component of compensation of the executive officers, including Mr.
Stuart, Jr., that is specifically and mathematically tied to objective
performance criteria is the Company's contribution to the Profit Sharing and
Thrift Plan. All salaried employees of the Company and its subsidiaries who
have completed at least six months of service and who agree to contribute a
percentage of their compensation to the Plan are participants in the Plan.
Employees may elect to contribute up to 12% of salary. The Company's
contribution is based on a percentage of the employee's contribution, depending
upon the Company's profitability as a percentage of budgeted profitability.
JAMES STUART, SR. RICHARD C. SCHMOKER SCOTT STUART
Stock Price Performance Graph
- -----------------------------
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent the Company specifically
8
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The graph below compares cumulative total return of the Company, the SNL
Midwestern Bank Index, All NASDAQ US Stocks, and the SNL Bank Index.
In lieu of the graph, the following table represents the values shown on the
graph, assuming $100 was invested on 12/31/90 for First Commerce and the three
indexs noted above:
As of December 31,
------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
First Commerce 100 127 251 288 310 381
SNL Midwestern Bank Index 100 174 224 234 226 334
All NASDAQ US Stocks 100 161 187 215 210 296
SNL Bank Index 100 163 223 244 239 373
Certain Transactions
- --------------------
During the course of the year, the Company's subsidiaries had, and intend to
continue to have, banking transactions in the ordinary course of their business
with their directors, some of whom are also directors of the Company and their
associates. Such transactions, including loans, checking and savings accounts,
were made in the ordinary course of business, were made on comparable credit
terms, with similar interest rates and collateral as those prevailing at the
time for other customers of the banks, and did not involve more than the normal
risk of collectibility or present other unfavorable features.
Stock Option or Bonus Plan
- --------------------------
In February of 1986, the Company's Board of Directors reserved shares of the
Company's authorized but unissued stock for issuance pursuant to a stock option
or bonus plan when and if adopted. In February of 1995, the Company's Board of
Directors decided that such an incentive plan would not be adopted. Thus, the
shares previously reserved have been released.
Director Compensation
- ---------------------
Directors who are not employees of the Company or one of its subsidiaries
received fees of $250.00 per month and $100 for each Audit Committee meeting
attended in 1995. In January of 1996, Directors were paid a bonus of $1,500.00.
INDEPENDENT AUDITORS
Deloitte & Touche, certified public accountants, served as auditors for the
year 1995. It is anticipated that representatives of the firm will be present
at the Annual Shareholders Meeting and will be provided the opportunity to make
10
a statement, if they so desire, and it is expected that such representatives
will be available to answer appropriate questions presented by any shareholder.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before this
Annual Meeting. However, if other matters should come before the meeting, it is
the intention of each person named in the proxy to vote such proxy in accordance
with his judgment on such matters, discretionary authority to so do being
included in each proxy.
PROPOSALS FOR 1997 ANNUAL MEETING
Although the date for the Annual Stockholders meeting to be held in 1997 has
not been set, the rules adopted by the Securities and Exchange Commission
require that this statement disclose the date by which shareholders proposals
must be received by the Company in order to be included in next year's Proxy
Statement. According to those rules, a shareholder's proposal should be
received by the Company at its office in the NBC Center, Lincoln, Nebraska, on
or before November 16, 1996.
By Order of the Board of Directors
James Stuart, Jr.
Chairman and Chief Executive Officer
Lincoln, Nebraska
March 15, 1996
11
EXHIBIT A{PRIVATE }
---------
Shares of First Commerce Bancshares, Inc.,
owned by the Stuart Family
February 29, 1996
Class A Common Stock Class B Common Stock
----------------------- ----------------------
Number of Percent of Number of Percent of
Registered Owner Shares (1) Class (2) Shares (1) Class (2)
- ---------------- ---------- --------- ---------- ----------
James Stuart 1 * 17,704 *
Helen Catherine Stuart --- --- 1,601 *
Catherine Stuart Schmoker --- --- 14,552 *
Richard C.Schmoker and
Catherine S. Hunnewell,
Trustees for Catherine S.
Hunnewell --- --- 867 *
Richard C. Schmoker and
William C. Schmoker,
Trustees for William C.
Schmoker --- --- 867 *
Richard C. Schmoker and
Lisa Stuart Schmoker Hesdorffer,
Trustees for Lisa Stuart
Schmoker Hesdorffer --- --- 863 *
James Stuart, Jr. --- --- 42,642 *
James Stuart III --- --- 867 *
James Stuart, Jr.,
Custodian for
Robert David Stuart 98 * 392 *
James Stuart, Jr.,
Custodian for
Carolyn Jean Stuart 98 * 392 *
James Stuart III and
Susan S. Seiler,
Trustees for Susan
S. Seiler --- --- 867 *
James Stuart III,
Custodian for
Megan Marie Stuart 99 * 396 *
James Stuart III,
Custodian for
James Stuart IV --- --- 500 *
Scott Stuart 595 * 19,758 (4) *
The Stuart Family
Partnership 1,553,166 (3) 59.6% 6,180,404 (3) 56.3%
--------- ----- --------- -----
TOTAL 1,557,796 59.8% 6,282,672 57.3%
--------- ---- --------- ----
[FN]
* Less than one percent.
[FN]
(1) All shares are held by registered owner with sole investment and voting
power unless otherwise noted.
(2) Based upon 2,606,336 shares of Class A Common Stock and the 10,963,348
shares of Class B Common Stock issued and outstanding.
(3) James Stuart, Helen Catherine Stuart, The Catherine Stuart Schmoker Family
Partnership, The James Stuart, Jr. Family Partnership and The Scott Stuart
Family Partnership share in the investment and/or voting power with respect
to these shares by virtue of being partners in The Stuart Family
Partnership. Catherine Stuart Schmoker and Richard C. Schmoker
individually and Richard C. Schmoker, Catherine S. Hunnewell, James Stuart
III, William C. Schmoker and Lisa Stuart Schmoker Hesdorffer as Trustees,
share in the investment and/or voting power as to these shares by virtue of
being partners in The Catherine Stuart Schmoker Family Partnership. James
Stuart, Jr., individually and as custodian, Susan S. Stuart, individually,
James Stuart III, individually and as Trustee and James Stuart, Jr., Susan
S. Seiler and Lee Rankin Stuart as Trustees, share in the investment and/or
voting power with respect to these shares by virtue of being partners in
The James Stuart, Jr. Family Partnership. Scott Stuart individually and as
Trustee, and Scott Stuart, Jr., and Mark Hayes Stuart as Trustees share in
the investment and/or voting power with respect to these shares by virtue
of being partners in The Scott Stuart Family Partnership.
(4) Includes 3,995 shares of Class B Common Stock held by 401(k) Plan of Stuart
Management Co. for the account of Mr. Scott Stuart.
APPENDIX A: FORM OF PROXY CARD
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FIRST COMMERCE BANCSHARES, INC.
The undersigned hereby appoints John C. Osborne and Richard
Schmoker proxies, each with power to act without the other and with
power of substitution, and hereby authorizes them to represent and
vote, as designated on the other side, all the shares of Class A
Common Stock of First Commerce BANCSHARES, Inc. held of record by
the undersigned on February 29, 1996 with all powers which the
undersigned would possess if present at the Annual Meeting of
Stockholders of the Company to be held April 16, 1996 or any
adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)
FOLD AND DETACH HERE
ANNUAL MEETING
OF
FIRST COMMERCE BANCSHARES, INC.
SHAREHOLDERS
TUESDAY, APRIL 16, 1996
4:00 P.M.
COUNTRY CLUB OF LINCOLN
3200 SOUTH 24TH
LINCOLN, NEBRASKA
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE CLASS
II DIRECTORS NAMED IN THE PROXY STATEMENT. Please mark
your votes as X
indicated in
this example
ELECTION OF CLASS II DIRECTORS NOMINEES:David T. Calhoun, John C. Osborne,
Scott Stuart
(for a term to expire at the annual meeting held in 1999)
FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as to vote for all (INSTRUCTION: To withhold authority to vote for any individual nominee,
marked to the nominees listed write that nominee's name in the space provided below.)
contrary) to the right
_________________________________________________________
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE(S)------------------------- SIGNATURES(S) ------------------- DATE-------,1996 ,
FOLD AND DETACH HERE
The Company offers a dividend reinvestment plan as a
convenient method of investing the cash dividends
being paid to you by the Company. All dividends will
be reinvested in Class B non-voting stock. By
signing up for the dividend reinvestment plan, you
will be eligible to make optional cash contributions,
between $25 and $500 per month, to purchase
additional Class B non-voting stock. For more
information on enrolling, and to receive a copy of
the plan, contact the plan administrator at the
following address:
Attn: Dividend Reinvestment Plan Administration
Mellon Bank, N.A.
P.O. Box 750
Pittsburgh, PA 15230