UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
___ SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-7931
FIRST COMMERCE CORPORATION
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
(Full title of the plan)
FIRST COMMERCE CORPORATION
(Name of the issuer of the securities held pursuant to the plan)
201 Saint Charles Avenue, 29th Floor
New Orleans, Louisiana 70170
(address of principal executive office)
FIRST COMMERCE CORPORATION
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
INDEX FOR 1996
PAGE NUMBER
1.) Report of Independent Public Accountants F-2
2.) Statements of Net Assets Available for Benefits
as of December 31, 1996 and 1995 F-3
3.) Statements of Changes in Net Assets Available for
Benefits with Fund Information for the years ended
December 31, 1996, 1995 and 1994 F-4 to F-6
4.) Notes to Financial Statements F-7 to F-11
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustee of First Commerce Corporation
Supplemental Tax-Deferred Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the First Commerce Corporation Supplemental Tax-Deferred Savings
Plan (the Plan) as of December 31, 1996 and 1995 and the related statements
of changes in net assets available for plan benefits for the years ended
December 31, 1996, 1995 and 1994. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
The Plan's statements of changes in net assets available for plan benefits
for the years ended December 31, 1995 and 1994 do not separately disclose
the activity between non-participant and participant directed assets because
this information is not readily available. Disclosure of this information
is required by generally accepted accounting principles.
In our opinion, except for the omission of the information discussed in the
preceding paragraph, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits
of the Plan as of December 31, 1996 and 1995 and the changes in its net
assets available for plan benefits for the years ended December 31, 1996,
1995 and 1994, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund Information in the
statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The Fund Information has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana,
April 11, 1997
FIRST COMMERCE CORPORATION
--------------------------
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
--------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
(Dollars In Thousands)
December 31
---------------------
1996 1995
-------- --------
ASSETS:
Investments (at fair value) -
Participant-directed-
Marquis Treasury Securities Money Market
Fund - 84,743 shares ($85 cost) and 80,725
shares ($81 cost), respectively $ 85 $ 81
Marquis Government Securities Fund - 8,521 shares
($84 cost) and 1,326 shares ($13 cost), respectively 84 13
Marquis Balanced Fund - 3,971 shares ($43 cost)
and 3,047 shares ($33 cost), respectively 45 34
Marquis Value Equity Fund - 418 shares ($6 cost)
and 40 shares ($1 cost), respectively 5 -
Fidelity Advisor High-Yield Fund - 467 shares ($6 cost)
and 438 shares ($5 cost), respectively 6 5
Fidelity Advisor Growth Opportunities Fund - 159 shares
($5 cost) and 171 shares ($5 cost), respectively 5 5
Scudder Global Fund - 113 shares ($3 cost) 3 -
Twentieth Century Ultra Investors Fund - 37 shares
($1 cost) 1 -
FCC Common Stock Fund - 36,052 shares ($613 cost)
and 28,513 shares ($456 cost), respectively 1,017 699
Non-participant-directed-
FCC Common Stock Fund - 15,744 shares ($254 cost)
and 12,627 shares ($197 cost), respectively 422 301
-------- --------
Total investments 1,673 1,138
Dividends receivable - FCC Common Stock Fund 15 11
-------- --------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,688 $ 1,149
======== ========
The accompanying notes are an integral part of these financial statements.
FIRST COMMERCE CORPORATION
--------------------------
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
--------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1996
----------------------------
(In Thousands)
--------------
PARTICIPANT DIRECTED ASSETS
-----------------------------------------------------------------------------
Marquis
Treasury Fidelity
Securities Marquis Marquis Fidelity Advisor
Money Government Marquis Value Advisor Growth Scudder
Market Securities Balanced Equity High-Yield Opportunities Global
Fund Fund Fund Fund Fund Fund Fund
-------- --------- -------- -------- -------- ----------- --------
INVESTMENT INCOME:
Dividends on FCC common stock $ - $ - $ - $ - $ - $ - $ -
Interest and other dividends 4 3 3 - 1 - -
NET APPRECIATION (DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS - - 1 - - - -
CONTRIBUTIONS:
Participants' - 68 7 5 2 2 3
Employer's - - - - - - -
WITHDRAWALS AND TERMINATIONS - - - - (2) (2) -
------- ------- ------- ------- ------- ------- -------
CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS FOR THE YEAR 4 71 11 5 1 - 3
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1995 81 13 34 - 5 5 -
------- ------- ------- ------- ------- ------- -------
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1996 $ 85 $ 84 $ 45 $ 5 $ 6 $ 5 $ 3
======= ======= ======= ======= ======== ======= =======
NON-
PARTICIPANT PARTICIPANT
DIRECTED DIRECTED
ASSETS ASSETS
---------------------- ------------
Twentieth
Century FCC FCC
Ultra Common Common
Investors Stock Stock
Fund Fund Fund Total
---------- --------- --------- ---------
INVESTMENT INCOME:
Dividends on FCC common stock $ - $ 36 $ 13 $ 49
Interest and other dividends - - - 11
NET APPRECIATION (DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS - 167 69 237
CONTRIBUTIONS:
Participants' 1 146 - 234
Employer's - - 47 47
WITHDRAWALS AND TERMINATIONS - (27) (8) (39)
---------- --------- --------- --------
CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS FOR THE YEAR 1 322 121 539
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1995 - 710 301 1,149
---------- --------- --------- --------
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1996 $ 1 $ 1,032 $ 422 $ 1,688
========== ========= ======== ========
The accompanying notes are an integral part of this financial statement.
FIRST COMMERCE CORPORATION
--------------------------
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
--------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995
----------------------------
(In Thousands)
--------------
Marquis
Treasury Fidelity
Securities Marquis Fidelity Advisor FCC
Money Government Marquis Advisor Growth Common
Market Securities Balanced High-Yield Opportunities Stock Grand
Fund Fund Fund Fund Fund Fund Total
------ ------ ------ ------ ------ ------ -------
INVESTMENT INCOME:
Dividends on FCC common stock $ - $ - $ - $ - $ - $ 25 $ 25
Interest and other dividends 5 - 1 - - 11 17
NET APPRECIATION (DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS - - 2 - - 263 265
CONTRIBUTIONS:
Participants' 52 13 4 5 5 130 209
Employer's - - - - - 39 39
INTERFUND TRANSFERS (27) - 27 - - - -
WITHDRAWALS AND TERMINATIONS (7) - - - - (9) (16)
------ ------ ------ ------ ------ ------ -------
CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS FOR THE YEAR 23 13 34 5 5 459 539
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1994 58 - - - - 552 610
------ ------ ------ ------ ------ ------ -------
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1995 $ 81 $ 13 $ 34 $ 5 $ 5 $1,011 $1,149
====== ====== ====== ====== ====== ====== ======
The accompanying notes are an integral part of this financial statement.
FIRST COMMERCE CORPORATION
--------------------------
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
--------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994
----------------------------
(In Thousands)
--------------
Marquis
Treasury
Securities FCC
Money Common
Market Stock Grand
Fund Fund Total
--------- --------- ---------
INVESTMENT INCOME:
Dividends on FCC common stock $ - $ 23 $ 23
Interest and other dividends 2 - 2
NET APPRECIATION (DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS - (78) (78)
CONTRIBUTIONS:
Participants' 15 92 107
Employer's - 30 30
INTERFUND TRANSFERS 1 (1) -
--------- --------- ---------
CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS FOR THE YEAR 18 66 84
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1993 40 486 526
--------- --------- ---------
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1994 $ 58 $ 552 $ 610
========= ========= =========
The accompanying notes are an integral part of this financial statement.
FIRST COMMERCE CORPORATION
--------------------------
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
--------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1996
-----------------
NOTE 1 - PLAN DESCRIPTION
The following description of the First Commerce Corporation (FCC)
Supplemental Tax-Deferred Savings Plan (the Plan) provides only
general information. Participants should refer to the Plan document
for a more complete description of the Plan's provisions.
General
The purposes of the Plan are to encourage employees of FCC and its
subsidiaries to save and systematically invest a portion of their
current compensation to provide for their future needs or the future
needs of their beneficiaries, to defer the payment of taxes on such
compensation and to allow such employees to participate in the
income and growth of FCC. In January 1989, the Plan was established
for those employees who are prevented from making full use of the
FCC Tax-Deferred Savings Plan (the TDS) because of dollar
limitations under the Internal Revenue Code. This Plan allows these
employees to contribute additional amounts on a tax-deferred basis,
and provides for employer matching contributions with respect to a
portion of those additional contributions. The Plan is not subject
to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA). The reporting guidelines for this Plan are
requirements of the Securities and Exchange Commission (SEC). First
National Bank of Commerce (FNBC), a subsidiary of FCC, is the
trustee of the Plan and receives no compensation for services
rendered. FCC pays all administrative expenses of the Plan.
Contributions
Each year, eligible employees may voluntarily contribute up to 10%
of compensation above the compensation base, as defined by the Plan.
FCC matches 50% of each employees' annual contribution with a
maximum employer contribution of 5% of eligible compensation. FCC
contributions are made into the FCC Common Stock Fund.
Participant Accounts
Each participant's account is credited with the employee's
contribution, FCC's contribution applicable to such employee and an
allocation of Plan earnings. Earnings from each fund are allocated
to individual participant accounts proportionate to their balances
in each fund. The benefit available to each participant is the
participant's vested balance.
Vesting
Participants are fully vested in their contributions plus the
related earnings on their contributions. Vesting in FCC's matching
contribution and earnings thereon is based upon years of service
with vesting occurring at a rate of 25% per year with full vesting
occurring after four years. Alternatively, a participant may become
fully vested in FCC's matching contributions and actual earnings
thereon upon the participant's death, attainment of age 65 or
disability. If an employee terminates his employment and is later
reemployed before a one year period has elapsed, he will be treated
for vesting purposes as if termination had not occurred.
Forfeitures
Any nonvested portion of a terminated employee's account is held in
a forfeitures account until the end of the calendar year of the
termination. Forfeited amounts are used to reduce FCC's
contribution in the subsequent year. There were no forfeitures
available at December 31, 1996 and 1995. Employer contributions
were not reduced by forfeitures for the years ended December 31,
1996, 1995 and 1994.
Payment of Benefits
Upon termination of employment or disability, a participant shall
receive a lump-sum amount equal to the value of the participant's
vested interest.
Investment Options
Upon enrollment in the Plan, participants may direct their
contributions in 1% increments into any of the investment options
available. The following funds were available as investment options
as of December 31, 1996:
a. Marquis Treasury Securities Money Market Fund (5 participants
at December 31, 1996) - Investments are in U.S. Treasury
issued obligations.
b. Marquis Government Securities Fund (6 participants at
December 31,1996) - Investments are primarily (at least 65%)
in U.S. Government obligations.
c. Marquis Balanced Fund (4 participants at December 31, 1996)
- Investments are in cash equivalents, large cap equities and
high quality fixed income securities. This fund was
previously referred to as the Marquis Growth and Income Fund.
d. Marquis Value Equity Fund (3 participants at December 31,
1996) - Investments are in the common stocks of larger
companies.
e. Fidelity Advisor High-Yield Fund (3 participants at December
31, 1996) - Investments are primarily (at least 65%) in high
yield bonds ("junk bonds"), debentures, notes, convertible
securities and preferred stocks.
f. Fidelity Advisor Growth Opportunities Fund (3 participants
at December 31, 1996) - Investments are primarily (at least
65%) in the securities of companies considered to have long
-term growth potential.
g. Scudder Global Fund (2 participants at December 31, 1996) -
Investments are in the equity securities of companies expected
to benefit from global economic trends.
h. Twentieth Century Ultra Investors Fund (1 participant at
December 31, 1996) - Investments are in the stocks of
companies with an expected high level of volatility.
i. FCC Common Stock Fund (23 participants at December 31, 1996)
- Investments are in FCC common stock. Includes cash which
is temporarily invested in a money market fund.
The trust department of FNBC provides investment advice to the
aforementioned Marquis funds.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared using the accrual
basis of accounting.
Use of Estimates
The accounting and reporting policies of FCC conform with generally
accepted accounting principles. In preparing the financial
statements, FCC is required to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
Income Recognition
Interest income is recorded on the accrual basis. Dividend income
is recorded on the ex-dividend date. Realized gains and losses are
recorded using an average historical cost.
Investment Valuation
Plan investments are stated at fair value with securities traded in
public markets valued at their quoted market prices. Purchases and
sales of securities are reflected on a trade-date basis. The
difference between fair values from one period to the next is
recognized as net appreciation (depreciation) in the fair value of
investments in the accompanying Statement of Changes in Net Assets
Available for Benefits.
Payment of Benefits
Benefits are recorded when paid. There were no distributions payable
at December 31, 1996 and 1995.
NOTE 3 - REALIZED GAINS (LOSSES) BY FUND
Presented below is a table of realized gains (losses) by fund for
the years ended December 31, 1996 and 1995 (in thousands):
Historical Realized Gains
Proceeds Cost (Losses)
1996 ------------ ------------ -----------
------------------------
Fidelity Advisor
High-Yield Fund $ 2 $ 2 $ -
Fidelity Advisor Growth
Opportunities Fund $ 2 $ 2 $ -
FCC Common Stock Fund $ 26 $ 26 $ -
1995
------------------------
Marquis Treasury
Securities Money Market
Fund $ 47 $ 47 $ -
Fidelity Advisor
High-Yield Fund $ 5 $ 5 $ -
1994
------------------------
None.
NOTE 4 - UNREALIZED APPRECIATION OF INVESTMENTS
The following table presents the changes in unrealized appreciation
(in thousands):
Unrealized appreciation at December 31, 1993 $ 92
Change in unrealized appreciation (6)
--------
Unrealized appreciation at December 31, 1994 86
Change in unrealized appreciation 262
--------
Unrealized appreciation at December 31, 1995 348
Change in unrealized appreciation 225
--------
Unrealized appreciation at December 31, 1996 $ 573
========
NOTE 5 - PLAN TERMINATION
Although it has not expressed any intent of doing so, FCC has the
right under the Plan to discontinue its contributions at any time
and to terminate the Plan by a formal resolution of FCC's Board of
Directors. In the event of Plan termination, participants will
become fully vested and the accounts will be nonforfeitable.
NOTE 6 - INCOME TAX STATUS
Under current law, income received by the trustee from investment of
the Plan assets will be taxable to FCC. Accordingly, no provision
for income taxes has been reflected in the accompanying financial
statements.