As filed with the Securities and Exchange Commission on May 27, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
FIRST COMMERCE CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 201 St. Charles Avenue 72-0701203
(State or other New Orleans, Louisiana 70170 (I.R.S.Employer
jurisdiction of (504) 623-1371 Identification No.)
of incorporation or (Address, including zip code, and
organization) telephone number, including area
code, of registrant's principal
executive offices)
__________
Michael A. Flick
Executive Vice President, Secretary and
Chief Administrative Officer
First Commerce Corporation
201 St. Charles Avenue
New Orleans, Louisiana 70170
(504) 623-1371
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
(504) 582-8000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
====================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered(1) per share(2) offering price(2) fee
- - ----------------------------------------------------------------------------------------------------
Common Stock 1,000,000 shares $42.65625 $42,656,250 $12,926.14
($5.00 par value per share)
====================================================================================================
(1) Upon a stock split, stock dividend or similar transaction in the future and
during the effectiveness of this Registration Statement involving Common
Stock of the Company, the number of shares registered shall be
automatically increased to cover the additional shares in accordance with
Rule 416(a) under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on The
Nasdaq Stock Market on May 20, 1997.
PROSPECTUS
[FIRST COMMERCE
CORPORATION LOGO]
1997 DIVIDEND AND INTEREST REINVESTMENT
AND STOCK PURCHASE PLAN
This Prospectus describes the 1997 Dividend and Interest
Reinvestment and Stock Purchase Plan (the "Plan") of First Commerce
Corporation (the "Company"). The Plan will offer the record holders
of Company securities, including Company Common Stock, par value
$5.00 per share (the "Common Stock"), the 12 3/4 % Convertible
Debentures due 2000, Series A of the Company (the "Series A
Debentures") and the 12 3/4 % Convertible Debentures due 2000, Series
B of the Company (the "Series B Debentures"), the opportunity to
apply the dividend or interest payments on such securities toward the
purchase of whole or fractional shares of Common Stock without
incurring brokerage commissions, fees, service charges or other
expenses that would normally be charged if the record holder
purchased Common Stock on the open market. In addition, the Plan
will permit record holders of different classes or series of equity
or debt securities that the Company may issue in the future to
participate in the Plan if approved by resolution of the Board of
Directors of the Company.
Dividend and interest payments reinvested in the Plan will be
used to purchase shares of Common Stock at the market price, as
calculated under the Plan, at the time of purchase. Participants
also have the right to invest up to an additional $150,000 each
calendar year for the purchase of Common Stock at the market price,
as calculated under the Plan. Purchases of Common Stock under the
Plan will be made weekly and on the dividend and interest payment
dates of the respective securities included in the Plan, or as soon
as practicable thereafter, either directly from the Company or in the
open market. The Common Stock is traded on The Nasdaq Stock Market.
On May 22, 1997, the last reported sale price of the Common Stock was
$42.75 for each share.
If you do not desire to participate in the Plan, dividend and
interest payments will be made by check directly to you. You may,
however, elect that cash dividend and interest payments be deposited
electronically in any bank, savings, or other financial institution
account that you maintain by notifying First Chicago Trust Company of
New York, Post Office Box 2500, Jersey City, New Jersey 07303-2500,
telephone number (201) 324-0498 or toll free (800) 446-2617. Any
liquidation or property dividend will be delivered directly to you.
This Prospectus relates to 1,000,000 shares of Common Stock
registered for sale under the Plan. The Company recommends that you
retain this Prospectus for future reference.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_________________________
The date of this Prospectus is May 27, 1997.
TABLE OF CONTENTS
THE COMPANY.........................................................3
DESCRIPTION OF THE 1997 DIVIDEND AND INTEREST REINVESTMENT
AND STOCK PURCHASE PLAN........................................3
Purpose and Other Considerations...............................3
Administration.................................................4
Eligibility....................................................5
Enrollment Procedures..........................................6
Book Shares and Certificates for Shares........................6
Optional Deposits of Common Stock..............................6
Optional Cash Investments......................................7
Reinvestment of Dividends and Interest.........................8
Sales of Plan Shares...........................................8
Transfers of Shares............................................8
Share Prices...................................................9
Fees and Charges...............................................9
Reports to Participants........................................10
Withdrawal from the Plan.......................................10
Termination of Plan Participation..............................11
Stock Splits, In-Kind Distributions, and Rights Offerings......11
Participants as Shareholders...................................11
Change or Termination of the Plan..............................11
FEDERAL INCOME TAX CONSEQUENCES.....................................12
Federal Income Tax Consequences with Regard to Common Stock....12
Federal Income Tax Consequences with Regard to Series A
Debentures and Series B Debentures.......................12
Federal Income Tax Consequences with Regard to Optional Cash
Contributions............................................12
Withholding....................................................13
USE OF PROCEEDS.....................................................13
INDEMNIFICATION OF DIRECTORS AND OFFICERS...........................13
AVAILABLE INFORMATION...............................................13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE...................14
THE COMPANY
The Company is a multi-bank holding company providing
complete banking and related financial services through a
network of affiliated banks and other subsidiaries located in
Louisiana to the commercial and consumer markets in the Gulf
South, primarily Louisiana and southern Mississippi.
The principal executive offices of the Company are located
at 201 St. Charles Avenue, New Orleans, Louisiana 70170. Its
telephone number is (504) 623-1371.
DESCRIPTION OF THE 1997 DIVIDEND AND INTEREST REINVESTMENT
AND STOCK PURCHASE PLAN
Purpose and Other Considerations
The purpose of the Plan is to provide record holders
(collectively, "Security Holders") of Common Stock, Series A
Debentures, Series B Debentures, and any subsequently issued
series or classes of stock or debt instruments as the Company
Board of Directors (the "Board") may designate (collectively,
"Securities") with a simple and convenient way of reinvesting
dividend and interest payments on Securities and making
optional additional cash investments ("Optional Cash
Contributions") in shares of Common Stock at the current market
price without the payment of brokerage commissions, fees,
service charges or expenses other than a nominal charge for
processing Optional Cash Contributions by electronic debit.
Each Plan participant will have a plan account (a "Plan
Account") that records the shares of Common Stock ("Plan
Shares") allocable to such participant under the Plan. Plan
Shares consist of (i) those certificated shares of Common Stock
held in such participant's name on the stock records of the
Company, the dividends payable in respect of which have been
designated by such participant to be reinvested under the Plan,
and (ii) "Book Shares," which are shares of Common Stock held
in nominee name by the administrator (the "Administrator") of
the Plan, as to which such participant's ownership is evidenced
solely by book entry in Plan records and not by any
certificate. "Participating Securities" include certificated
Plan Shares and any other certificated Securities of a
participant, the dividends or interest payable in respect of
which have been designated by such participant to be reinvested
under the Plan.
The participation options offered under the Plan for
eligible Security Holders are:
Full Dividend and Interest Reinvestment
Reinvest cash dividends and
interest payments on all
Securities held of record.
Participants may also purchase
additional shares of Common Stock
by making Optional Cash
Contributions of $50 or more, up
to a total of $150,000 each
calendar year.
Partial Dividend and Interest Reinvestment
Reinvest dividends and interest
on only the Securities registered
in the name of the participant
that are specified on such
participant's enrollment forms.
Participants may also purchase
additional shares of Common Stock
by making Optional Cash
Contributions of $50 or more, up
to a total of $150,000 each
calendar year.
Dividend Reinvestment on Book Shares Only
Continue to receive cash
dividends and interest payments
on all Securities registered in
the name of the participant. The
enrollment form further directs
the Administrator to reinvest
automatically dividends on Book
Shares held in the participant's
Plan Account. Participants may
purchase shares of Common Stock
by making Optional Cash
Contributions of $50 or more, up
to a total of $150,000 each
calendar year.
Nothing contained in this Prospectus or in other Plan
information represents a recommendation by the Company or
anyone else that any person buy or sell Common Stock. A
decision to participate in the Plan should be made only after a
Security Holder has independently made the necessary investment
decision.
The value of Common Stock may increase or decrease. Plan
accounts of participants are not insured by the Securities
Investor Protection Corporation, the Federal Deposit Insurance
Corporation, or any other entity.
Administration
Administration of the Plan will be conducted by the bank,
trust company or other entity appointed from time to time by
the Company to act as Administrator. First Chicago Trust
Company of New York will be the Administrator.
The Administrator will be responsible for administering
the Plan, receiving all Optional Cash Contributions made by
participants, maintaining records of each participant's plan
account activities, issuing statements of account, and
performing other duties required by the Plan.
Participants may write to the Administrator at the
following address:
First Chicago Trust Company of New York
Post Office Box 2598
Jersey City, New Jersey 07303-2598
Be sure to include a reference to First Commerce Corporation.
Participants may contact the Administrator by telephone at
(201) 324-0498 or toll free at (800) 446-2617 for shareholder
customer service, including sale of shares of Common Stock.
Customer service representatives are available from 8:30 a.m.
to 7:00 p.m. Eastern Time each business day. An automated
voice response system is available 24 hours each day from 8:00
a.m. Eastern Time on Monday through 9:00 p.m. Eastern Time on
Saturday.
Internet: Messages forwarded on the Internet will be
responded to within one business day. The Administrator's
Internet address is "http://www.fctc.com."
E-Mail: The Administrator's e-mail address is:
"fctc@em.fcnbd.com."
TDD: (201) 222-4955 (telecommunications device for the
hearing impaired).
The Administrator also serves as transfer agent and
registrar for the Common Stock and may have other business
relationships with the Company from time to time.
Eligibility
Any Security Holder of record (a "Record Security Holder")
is eligible to participate in the Plan, provided such person
fulfills the prerequisites for participation described below
under "Enrollment Procedures." A person (a "Street Name
Beneficial Owner") who has voting or dispositive authority over
Securities registered in the name of a third party, such as a
bank, broker, nominee, or trustee, may not participate in the
Plan. A Street Name Beneficial Owner may become a Record
Security Holder eligible to participate in the Plan by first
obtaining the registration of Securities in such person's name
and thereby establishing a record account (a "Record Account")
on the Company's securities records reflecting Securities
ownership and then following the procedure for Record Security
Holders set forth below. A Street Name Beneficial Owner of
Securities should communicate with the record holder of such
Securities to determine what action should be taken to
accomplish the re-registration of such Securities. A person
who has received shares of Common Stock from a participant is
also eligible to participate in the Plan provided such person
likewise follows the procedure for Record Security Holders set
forth below. Notwithstanding the foregoing, the Company and
the Administrator retain the right to reject an enrollment
application submitted by a former participant if they consider
it in the best interests of the Plan.
Enrollment Procedures
Enrollment Forms. After being furnished with a copy of
this Prospectus, a Record Security Holder may join the Plan at
any time by completing and signing an enrollment form.
Requests for copies of enrollment forms, other Plan forms, and
this Prospectus should be made to the Administrator in writing
or by telephone. Enrollment forms will be processed as
promptly as practicable. Participation in the Plan will
commence when a properly completed enrollment form and any
other required documentation have been received by the
Administrator. Upon enrollment of a participant, the
Administrator will establish a Plan Account for such
participant that records the Plan Shares allocable to such
participant under the Plan.
Predecessor Plan Participants. Each participant in the
Predecessor Plan will automatically become a participant in the
Plan without sending in an enrollment form. All Participating
Securities of a participant under the Predecessor Plan will
automatically be deemed to be Participating Securities under
the Plan and all shares of Common Stock attributable to a
Predecessor Plan participant will automatically be deemed to be
shares allocable to a Plan account established for such
participant, as of the date that the Plan becomes effective. A
participant in the Predecessor Plan who does not desire to
participate in the Plan should follow the procedures set forth
in "Withdrawal from the Plan" below.
Book Shares and Certificates for Shares
Unless the Administrator is otherwise instructed, a
participant will not receive certificates for shares acquired
through the Plan. Ownership of Book Shares will be evidenced
solely by book entry in the Plan records and will be held in
nominee name by the Administrator under the Plan for the
benefit of such participant. A participant may, at any time or
from time to time, request in writing one or more certificates
for all or any number of the whole Book Shares held in such
participant's Plan Account. All such requests will be
processed promptly by the Administrator.
Book Shares held in a participant's Plan Account may not
be pledged or assigned. A participant who desires to pledge or
assign Book Shares must request from the Administrator that a
certificate be issued to the participant for such shares.
Optional Deposits of Common Stock
After the establishment of a Plan Account, a participant
may deposit free of charge into such Plan Account any number of
shares of Common Stock now or hereafter registered in the name
of the participant. Common Stock so surrendered will be
allocable to a participant's Plan Account as Book Shares.
To insure against loss resulting from mailing certificates
for Common Stock to the Administrator for deposit under the
Plan, the Plan provides for mail insurance free of charge for
certificates valued at up to $25,000. To be eligible for
certificate mailing insurance, an investor must observe the
following procedures. Certificates for Common Stock must be
mailed in the brown, pre-addressed envelopes supplied by the
Administrator. These Certificates will be insured for up to
$25,000 based on the current market value, provided the
certificates are mailed first class. If an investor does not
use the brown, pre-addressed envelope provided by the
Administrator, certificates for Common Stock should be mailed
to the Administrator at the address set forth above and insured
for possible mail loss at 2% of the market value of the
certificates (minimum of $20); this amount represents the
replacement cost of the certificates. The Administrator will,
as soon as practicable, send the participant a statement
confirming each deposit of certificates. A participant must
notify the Administrator of any claim within thirty calendar
days of the date that the lost certificates were mailed. To
submit a claim, an investor must be a participant or the
investor's loss must be incurred in connection with becoming a
participant. In the latter case, the claimant must enroll in
the Plan at the time that the insurance claim is processed.
The maximum insurance protection provided to the participant is
$25,000, and coverage is available only when the applicable
certificates are sent to the Administrator in accordance with
the procedures described above. This insurance covers the
replacement of certificates for shares of Common Stock but does
not protect against any loss resulting from fluctuations in the
value of such shares.
A Street Name Beneficial Owner of shares of Common Stock
may not deposit such shares with the Administrator under the
Plan. A Street Name Beneficial Owner may become a Record
Security Holder eligible to participate in the Plan and thereby
be able to deposit shares of Common Stock with the
Administrator under the Plan by re-registering such shares in
such participant's name and then following the procedures set
forth above for enrollment. Notwithstanding the foregoing, any
Street Name Beneficial Owner and any Record Security Holder
may, as an alternative outside the Plan, participate in the
direct registration system for any of the Securities, whereby a
Security Holder may be registered on the books of the Company
as the owner of a Security without the issuance of a
certificate or instrument evidencing such registration or
ownership.
Optional Cash Investments
A Plan participant may elect to make occasional or ongoing
Optional Cash Contributions to the Plan for the purchase of
shares of Common Stock at the current market price ("Optional
Cash Investments"). Each Optional Cash Investment must be at
least $50, and the sum of all Optional Cash Investments made in
any calendar year by a participant may not exceed $150,000.
There is no obligation to make any Optional Cash Investments.
A participant may make an initial Optional Cash Contribution
when enrolling in the Plan by delivering to the Administrator a
personal check or money order in United States dollars made
payable to "First Chicago--First Commerce" with the enrollment
form. Optional Cash Contributions may thereafter be made
through the use of a cash payment form that is attached to each
statement received from the Administrator or by automatic
deductions from your United States financial institution
account.
To initiate automatic deductions, a person must already be
a participant in the Plan and must complete, sign, and return
to the Administrator an automatic deductions form, which may be
obtained from the Administrator. Automatic deduction forms
will become effective as promptly as practicable; however,
participants should allow four to six weeks for the first
contribution to be initiated.
Once automatic deductions are begun, funds will be drawn
from the participant's designated financial institution account
on either the first or the fifteenth of each month, or both (as
chosen by you), or the next business day if either the first or
the fifteenth day is not a business day, and will normally be
invested within five business days. A participant should not
send cash. Some financial institutions charge for electronic
debits. Interested participants should consult their own
financial institutions for any applicable charges.
Participants will be charged a fee of $2 by the Administrator
for each investment by electronic debit. Participants may vary
the amount of such electronic debit investments from time to
time upon prior written notice to the Administrator.
The Administrator will arrange to purchase Common Stock
for the Plan with Optional Cash Contributions at least once
each calendar week. An "Investment Date" under the Plan is the
date in each calendar week selected by the Administrator when
it will purchase or begin to purchase shares of Common Stock
for the Plan with Optional Cash Contributions. No interest
will be paid on Optional Cash Contributions held by the
Administrator pending investment. Accordingly, it is suggested
that participants communicate with the Administrator to
determine the next scheduled Investment Date and transmit
Optional Cash Contributions so as to reach the Administrator
shortly before such Investment Date. Upon a participant's
request received by the Administrator at least one business day
prior to a scheduled Investment Date, an Optional Cash
Contribution not already invested in Common Stock will be
returned, without interest, to the participant.
Reinvestment of Dividends and Interest
On an enrollment form, a participant designates which of
such participant's Securities will be Participating Securities.
The dividends and interest on all Participating Securities will
be reinvested in Common Stock under the Plan as of the dividend
or interest payment date. No interest will be paid on
dividends or interest held by the Administrator pending
reinvestment. A participant may at any time increase or
decrease the number or principal amount of Participating
Securities by completing a revised enrollment form, which will
be effective upon receipt by the Administrator.
Sales of Plan Shares
At any time, a participant may request, either by
telephone or in writing to the Administrator, that all or a
portion of the whole shares of Common Stock allocable to such
participant's Plan Account be sold. Such shares will be sold
in the open market as soon as feasible by the Administrator.
The Administrator will send a check for the sale proceeds to
the participant as soon as practicable following such sale,
less a service fee (currently $15 for each transaction
requested by a participant), brokerage commission and any other
cost of sale. Fractional shares of Common Stock may be
liquidated only if the participant completely withdraws from
participation in the Plan or the Company terminates such
participant's Plan Account.
Transfers of Shares
If a participant desires to transfer, whether by gift or
private sale, all or a portion of such participant's shares of
Common Stock to another participant or to a person or entity
not already a participant, the participant may do so by
delivering to the Administrator a completed transaction request
form, any necessary transferee enrollment form, and such other
documentation as the Administrator may require. With respect
to certificated shares, stock certificates for such shares
accompanied by documentation as required by the Administrator
must also be delivered. Fractional shares of Common Stock may
be transferred only if the transferor participant completely
withdraws from participation in the Plan or the Company
terminates such participant's entire Plan Account. The
transferor and the transferee will be sent a transaction notice
indicating the transfer of shares.
Share Prices
Shares of Common Stock purchased for participants under
the Plan will be, at the Company's election, either newly
issued shares from the Company or shares of Common Stock
purchased in the open market. Below are descriptions of prices
for purchases and sales of shares under the Plan. Participants
do not have control over the price or the time at which Common
Stock is purchased or sold for their Plan Accounts. Thus,
participants bear the market risk associated with fluctuations
in the price of Common Stock.
The price for shares purchased from the Company will
be the average of the high and low sales prices of
Common Stock as reported on The Nasdaq Stock Market
for the relevant Investment Date or dividend or
interest payment date, or, if no prices are reported
for such date, the preceding date for which prices
are reported.
The price for shares purchased in the open market for
the Plan will be the weighted average price per share
of all shares purchased for the Plan in the open
market on the relevant Investment Date or dividend or
interest payment date.
The price for shares sold for the Plan will be the
current market price of the shares on the day that
they are sold, which is usually the day that the sale
request is received by the Administrator. The
Administrator will deduct from the proceeds of each
sale of shares from a participant's Plan Account a
service fee (currently $15 for each transaction
request by a participant), brokerage commissions, and
any other costs of sale.
As to all purchases and sales, each Plan Account will
also be charged any applicable deductions and
withholdings required by law.
The Administrator will sell shares of Common Stock
allocable to any Plan Account as soon as practicable following
the Administrator's receipt of a participant's sale
instructions. The Administrator will make purchases for the
Plan at least once each calendar week. The Administrator may
commingle each participant's funds with funds of other
participants for purposes of executing purchase and sale
transactions.
Fees and Charges
For each sale of shares from the Plan, a service fee
(currently $15 for each transaction request by a participant),
brokerage commissions, and any other costs of sale are deducted
from the proceeds. The Administrator will charge a fee of $2
for each Optional Cash Contribution made by electronic debit.
There is also a fee for duplicate statements as described below
in "Reports to Participants." The Company pays all other costs
of mailings, materials and other administration of the Plan.
All fees and charges are subject to change upon notice to
participants.
Reports to Participants
As soon as practical after each purchase of shares on
behalf of a participant, such participant will receive a
detailed statement of account. Duplicate account statements
may also be obtained from the Administrator. Participants will
be charged a fee of $5 for each such statement that is two or
more years old, not to exceed $25 for a single request for
statements covering more than one year.
Participants will receive copies of all communications
sent generally to Company shareholders, including annual
reports to shareholders, proxy material, any consent
solicitation material, and Internal Revenue Service
information, if appropriate, for reporting dividend income.
All notices, statements of account, and other communications
from the Administrator to a participant will be sent to the
participant's address of record; therefore, it is important
that a participant promptly notify the Administrator or the
Company of any change of address.
Withdrawal from the Plan
A participant may request to withdraw from the Plan at any
time by written or telephone instructions to that effect to the
Administrator. Such instructions will be processed as promptly
as possible after receipt. If a notice to terminate is
received by the Administrator on or after the record date for a
dividend or interest payment, the Administrator in its sole
discretion may either pay such dividend or interest in cash or
reinvest it in shares of Common Stock on behalf of the
terminating participant. If such dividend or interest is
reinvested, the Administrator may sell the shares purchased and
remit the proceeds to the participant, less any brokerage
commissions, any service fee, and any other costs of sale.
Upon termination the Administrator will send by first class
mail certificates for all whole shares of Common Stock in such
participant's Plan Account to such participant at such
participant's address of record. Any fractional share held in
such Plan Account will be sold at the current market price of
Common Stock, and the proceeds thereof, less any brokerage
commissions, any service fee and any other costs of sale, will
be remitted to the participant by check.
Upon withdrawal from the Plan or the termination by the
Company or the Administrator of a participant's participation
in the Plan as described in "Termination of Plan Participation"
below, a participant may also sell or transfer all or a portion
of the shares allocable to such participant's Plan Account in
the manner described in "Sales of Plan Shares" and "Transfers
of Shares," respectively. Upon such withdrawal, the
Administrator will remit to the participant a check for the
sale proceeds of the shares sold, less brokerage commission,
the applicable service fee, any other costs of sale and any
applicable deductions and withholdings required by law. The
value of any fractional share so liquidated will be determined
as indicated above with respect to complete withdrawal from the
Plan.
Termination of Plan Participation
The Company or the Administrator may, in their discretion,
terminate a participant's participation in the Plan at any time
and will do so if a participant's continued participation is
not considered to be in the best interests of the Company. The
objective of the Plan is to encourage long-term investment by
allowing Security Holders to accumulate Common Stock over a
long period of time, thus providing benefits to Security
Holders and the Company. Excessive activity in a participant's
account does not serve this objective and may cause the Company
or the Administrator to terminate the eligibility of a
participant and such participant's Plan Account. The Company
or the Administrator may terminate a participant's Plan Account
upon sending such participant a written notice of termination.
The Administrator will send by first class mail certificates
for all whole shares of Common Stock. Any fractional share
held in such Plan Account will be sold at the current market
price of Common Stock, and the proceeds thereof, less any
brokerage commissions, any service fee and any other costs of
sale, will be remitted to the participant by check.
Stock Splits, In-Kind Distributions, and Rights Offerings
Any stock dividend or split shares of Common Stock
distributed on shares held by both the Administrator for a
participant in a Plan Account and by a participant will be
credited to the participant's Plan Account as Book Shares.
Participation in any rights offering will be based upon both
shares of Common Stock registered in a participant's name and
any Book Shares, including any fractional shares, credited to
such participant's Plan Account.
Participants as Shareholders
A participant will have the exclusive right to vote all
whole shares of Common Stock allocable to such participant's
Plan Account in person or by proxy. Whole shares of Common
Stock allocable to a Plan Account will not be voted unless the
participant or such participant's proxy votes them. Fractional
shares of Common Stock will accrue dividends but not carry
voting rights. A participant will be recognized as a
shareholder of the Company for purposes of eligibility for
admission to the Company's shareholder meetings, voting of
whole shares of Common Stock allocable to such participant's
Plan Account, disposing of shares of Common Stock allocable to
such Plan Account, and the communications that the Company
sends from time to time to its shareholders.
Change or Termination of the Plan
The Company may at any time and from time to time, at its
sole option, modify or terminate the Plan, in whole, in part or
in respect of participants in one or more jurisdictions,
without the approval of participants, but no such amendment
shall result in a distribution to the Company of any amount
allocable to a Plan Account of any participant. A participant
may sell or transfer all or a portion of the Common Stock
allocable to such participant's Plan Account upon the Company's
termination of the entire Plan or of such participant's Plan
Account.
FEDERAL INCOME TAX CONSEQUENCES
Following is a summary of the major federal income tax
consequences of participation in the Plan, which should be used
as a guide for each participant in pursuing additional advice
relevant to the participant's specific situation. Participants
are urged to seek professional advice with respect to their tax
situation.
Federal Income Tax Consequences with Regard to Common Stock
A participant whose Participating Securities include
Common Stock who acquires additional shares of Common Stock
from the Company by the reinvestment of dividends (including
corporate shareholders) will be treated as having received
dividend income on the dividend payment date in an amount equal
to the amount that would have otherwise been received instead
of the Common Stock purchased with the reinvested dividends.
With respect to Common Stock acquired in open market
transactions, a participant will be treated as having received
dividend income in an amount equal to the amount used to
purchase the Common Stock plus the participant's pro rata
amount of any brokerage commissions paid by the Company.
Corporate participants, subject to certain limitations, will be
eligible for the 70% dividends received deduction.
The tax basis of Common Stock credited to a participant's
account will equal the amount treated as dividend income. The
holding period of Common Stock credited to a participant's
account will begin on the day following the date of purchase.
Federal Income Tax Consequences with Regard to Series A
Debentures and Series B Debentures
A participant whose Participating Securities include
Series A Debentures and Series B Debentures will realize
interest income in an amount equal to the fair market value of
the Common Stock purchased by the reinvestment of interest
payments (i.e., the amount that would have otherwise been
received instead of the Common Stock). The participant's pro
rata amount of any brokerage commissions paid by the Company in
open market transactions would be recognized as ordinary
income, not interest income.
The tax basis of Common Stock credited to a participant's
account will equal the fair market value of the Common Stock on
the purchase date plus any pro rata amount of brokerage
commissions taxed to the participant as ordinary income. The
holding period of Common Stock credited to a participant's
account pursuant to the interest reinvestment portion of the
Plan will begin on the day following the date of purchase.
Federal Income Tax Consequences with Regard to Optional Cash
Contributions
Participants who make Optional Cash Contributions will be
treated as having received ordinary income (as a constructive
dividend to such participant) equal to such participant's pro
rata amount of any brokerage commissions paid by the Company in
open market transactions.
The tax basis of Common Stock credited to a participant's
account as a result of Optional Cash Investments is the
purchase price of the Common Stock plus any pro rata amount of
brokerage fees or commissions taxed to the participant as
described above. The holding period of Common Stock acquired
pursuant to Optional Cash Investments will begin on the day
following the date of purchase.
Withholding
In accordance with current United States Treasury
Regulations, security holders must provide the Plan
administrator with their taxpayer identification number or
Social Security number to avoid withholding on dividend and
interest payments and to become eligible to be a Participant in
this Plan.
USE OF PROCEEDS
The net proceeds from the sale of newly issued Common
Stock of the Company pursuant to the Plan will be used for
general corporate purposes of the Company, including
investments in, or extensions of credit to, the banking and
nonbanking subsidiaries of the Company. The Company will not
receive any proceeds with respect to shares of Common Stock
obtained in the open market.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 83 of the Louisiana Business Corporation Law
authorizes and the By-Laws of the Company provide for
indemnification of directors and officers of the Company
against certain liabilities under certain circumstances,
including liabilities under the Securities Act of 1933 (the
"Securities Act"). As permitted by its Articles of
Incorporation, the Company has entered into contracts with its
directors and officers providing for indemnification to the
fullest extent permitted by law. The Company has purchased a
policy of insurance against possible liability under the
Securities Act of its officers and directors.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion
of the Securities and Exchange Commission (the "SEC") such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
AVAILABLE INFORMATION
The Company has filed with the SEC a Registration
Statement on Form S-3 (the "Registration Statement") under the
Securities Act with respect to the Common Stock being offered
pursuant to this Prospectus. This Prospectus does not contain
all the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules
and regulations of the SEC. Statements contained herein
concerning the provisions of any documents are not necessarily
complete and, in each instance, reference is made to the copy
of such document filed or incorporated by reference as an
exhibit to the Registration Statement.
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934 (the "Exchange Act") and
in accordance therewith files reports, proxy statements and
other information with the SEC. The Registration Statement, as
well as such reports, proxy statements and other information
filed with the SEC by the Company can be inspected and copied
at the public reference facilities maintained by the SEC at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the regional offices of the SEC at the
following locations: New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048 and Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may be obtained from
the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The SEC
maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the SEC
(http://www.sec.gov). The Common Stock of the Company is
traded on The Nasdaq Stock Market. Reports, proxy statements
and other information may also be inspected at the offices of
The National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed by the
Company with the SEC, are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996 filed pursuant to Section 13 of the
Exchange Act;
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
(3) The Company's Current Report on Form 8-K dated
January 14, 1997;
(4) The Company's Current Report on Form 8-K dated April
11, 1997;
(5) All other reports filed by the Company pursuant to
Section 13 of the Exchange Act since December 31, 1996; and
(6) The description of the Common Stock set forth in Item
1 of the Company's Applications for Registration on Form 8-A
filed on November 9, 1972 and December 22, 1976, as amended by
a Form 8 filed on June 19, 1989, a Form 8-A filed on August 12,
1993, and a Form 8-A/A (No. 2) filed on May 3, 1996.
All documents filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that deregisters all
securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule
promulgated by the SEC, be deemed to be incorporated by
reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed document that is also incorporated or deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to
whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any and all of the
foregoing documents incorporated herein by reference (not
including exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents).
Requests for such copies should be directed to Investor
Relations, First Commerce Corporation, 201 St. Charles Avenue,
New Orleans, Louisiana 70170, or to Post Office Box 60279, New
Orleans, Louisiana 70160, telephone number (504) 623-2900.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses payable in connection with the proposed
sale of Common Stock covered hereby are as follows:
SEC registration fee.......................................$12,926.14
Printing fees and expenses................................. 30,000.00
Legal fees and expenses.................................... 35,000.00
Accounting fees and expenses............................... 2,500.00
Miscellaneous expenses..................................... 573.86
-----------
Total expenses........................................ 81,000.00
Item 15. Indemnification of Directors and Officers.
Section 83 of the Louisiana Business Corporation Law
provides in part that a corporation may indemnify any director,
officer, employee or agent of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in
connection with any action, suit or proceeding to which he is
or was a party or is threatened to be made a party (including
any action by or in the right of the corporation) if such
action arises out of the fact that he is or was a director,
officer, employee or agent of the corporation and he acted in
good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The indemnification provisions of the Louisiana Business
Corporation Law are not exclusive; however, no corporation may
indemnify any person for willful or intentional misconduct. A
corporation has the power to obtain and maintain insurance, or
to create a form of self-insurance on behalf of any person who
is or was acting for the corporation, regardless of whether the
corporation has the legal authority to indemnify the insured
person against such liability.
Section 11 of the By-Laws of the Company (the
"Indemnification By-Law") provides for mandatory
indemnification for directors and officers or former directors
and officers of the Company to the full extent permitted by
Louisiana law. The right to indemnification provided by the
Indemnification By-Law applies to all covered claims, whether
such claims arose before or after the date that the
Indemnification By-Law was adopted.
As permitted by its Articles of Incorporation, the Company
has entered into contracts with certain of its directors and
officers providing for indemnification to the fullest extent
permitted by law ("Indemnification Contracts"). The rights of
the directors and officers under the Indemnification Contracts
substantially mirror those granted under the Indemnification
By-Law.
The Company maintains an insurance policy covering the
liability of its directors and officers for actions taken in
their official capacity.
The Indemnification Contracts provide that, to the extent
insurance is reasonably available, the Company will maintain
comparable insurance coverage for each contracting party as
long as he or she serves as an officer or director and
thereafter for so long as he or she is subject to possible
personal liability for actions taken in such capacities. The
Indemnification Contracts also provide that if the Company does
not maintain comparable insurance, it will hold harmless and
indemnify a contracting party to the full extent of the
coverage that would otherwise have been provided for his
benefit.
Item 16. Exhibits.
4.1 Restated Articles of Incorporation of the Company.
Incorporated by reference from Exhibit 3.1 to the
Annual Report of the Company on Form 10-K for the
year ended December 31, 1996.
4.2 Amended and Restated By-Laws of the Company.
Incorporated by reference from Exhibit 3.2 to the
Annual Report of the Company on Form 10-K for the
year ended December 31, 1995 (the "1995 Form 10-K").
4.3 Indenture between the Company and Republic Bank
Dallas, N.A., Trustee (trusteeship transferred to The
Bank of New York), including the form of 12 3/4 %
Convertible Debentures due 2000, Series A of the
Company. Incorporated by reference from Exhibit 4.1
to the Annual Report of the Company on Form 10-K for
the year ended December 31, 1985 (the "1985 Form 10-
K").
4.4 Indenture between the Company and Republic Bank
Dallas, N.A., Trustee (trusteeship transferred to The
Bank of New York), including the form of 12 3/4 %
Convertible Debentures due 2000, Series B of the
Company. Incorporated by reference from Exhibit 4.2
to the 1985 Form 10-K.
4.5 Rights Agreement between the Company and First
Chicago Trust Company of New York, as Rights Agent.
Incorporated by reference from Exhibit 4.3 to the
1995 Form 10-K.
4.6 1997 Dividend and Interest Reinvestment and Stock
Purchase Plan of the Company.
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this
Registration Statement has been signed on behalf of
certain officers and directors of the Company.
Incorporated by reference from Exhibit 24 to the
Registration Statement of the Company on Form S-8
(Registration No. 333-25711) filed with the
Securities and Exchange Commission on April 23, 1997.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this regis-
tration statement to include any material information with re-
spect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Orleans, State of Louisiana,
on May 27, 1997.
FIRST COMMERCE CORPORATION
By: /s/ Michael A. Flick
------------------------------
Michael A. Flick
Executive Vice President,
Secretary and Chief Administrative
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
*
- - --------------------------- Director, President and May 27, 1997
Ian Arnof Chief Executive Officer
(Principal Executive Officer)
* Director and Chairman of May 27, 1997
- - --------------------------- the Board
Hermann Moyse, Jr.
/s/ Michael A. Flick Executive Vice President, May 27, 1997
- - --------------------------- Secretary and Chief Administrative
Michael A. Flick Officer (Principal Financial Officer)
* Executive Vice, President,
- - --------------------------- Controller and Principal May 27, 1997
Thomas L. Callicutt, Jr. Accounting Officer
* Director May 27, 1997
- - ----------------------------
James J. Bailey III
* Director May 27, 1997
- - ----------------------------
John W. Barton
* Director May 27, 1997
- - ----------------------------
Sydney J. Besthoff III
* Director May 27, 1997
- - ----------------------------
Robert H. Bolton
* Director May 27, 1997
- - ----------------------------
Robert C. Cudd III
* Director May 27, 1997
- - ----------------------------
Frances B. Davis
* Director May 27, 1997
- - ----------------------------
Laurance Eustis, Jr.
* Director May 27, 1997
- - ----------------------------
William P. Fuller
* Director May 27, 1997
- - ----------------------------
Arthur Hollins III
* Director May 27, 1997
- - ----------------------------
F. Ben James, Jr.
* Director May 27, 1997
- - ----------------------------
Erik F. Johnsen
* Director May 27, 1997
- - ----------------------------
Joseph Merrick Jones, Jr.
Director
- - ----------------------------
Edwin Lupberger
* Director May 27, 1997
- - ----------------------------
Mary Chavanne Martin
* Director May 27, 1997
- - ----------------------------
Hugh G. McDonald, Jr.
* Director May 27, 1997
- - ----------------------------
Saul A. Mintz
* Director May 27, 1997
- - ----------------------------
O. Miles Pollard, Jr.
* Director May 27, 1997
- - ----------------------------
G. Frank Purvis, Jr.
* Director May 27, 1997
- - ----------------------------
Thomas H. Scott
Director
- - ----------------------------
Edward M. Simmons
* Director May 27, 1997
- - ----------------------------
H. Leighton Steward
* Director May 27, 1997
- - ---------------------------
Robert A. Weigle
*By: /s/ Michael A. Flick
---------------------------
Michael A. Flick
Attorney-in-Fact
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Page
- - -------- --------------------------- -------
4.1 Restated Articles of Incorporation of the
Company. Incorporated by reference from
Exhibit 3.1 to the Annual Report of the
Company on Form 10-K for the year ended
December 31, 1996.
4.2 Amended and Restated By-Laws of the
Company. Incorporated by reference from
Exhibit 3.2 to the Annual Report of the
Company on Form 10-K for the year ended
December 31, 1995 (the "1995 Form 10-K").
4.3 Indenture between the Company and Republic
Bank Dallas, N.A., Trustee (trusteeship
transferred to The Bank of New York),
including the form of 12 3/4 % Convertible
Debentures due 2000, Series A of the
Company. Incorporated by reference from
Exhibit 4.1 to the Annual Report of the
Company on Form 10-K for the year ended
December 31, 1985 (the "1985 Form 10-K").
4.4 Indenture between the Company and Republic
Bank Dallas, N.A., Trustee (trusteeship
transferred to The Bank of New York),
including the form of 12 3/4 % Convertible
Debentures due 2000, Series B of the
Company. Incorporated by reference from
Exhibit 4.2 to the 1985 Form 10-K.
4.5 Rights Agreement between the Company and
First Chicago Trust Company of New York, as
Rights Agent. Incorporated by reference
from Exhibit 4.3 to the 1995 Form 10-K.
4.6 1997 Dividend and Interest Reinvestment and
Stock Purchase Plan of the Company.
5 Opinion of Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
Sequentially
Exhibit Numbered
Number Description of Exhibits Page
- - ------- ---------------------------- -----
23.2 Consent of Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
(included in Exhibit 5).
24 Powers of Attorney pursuant to which this
Registration Statement has been signed on
behalf of certain officers and directors of
the Company. Incorporated by reference
from Exhibit 24 to the Registration
Statement of the Company on Form S-8
(Registration No. 333-25711) filed with the
Securities and Exchange Commission on April
23, 1997.