Exhibit 28.2
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1997
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)
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FIRST COMMERCE CORPORATION
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
INDEX FOR 1997
PAGE NUMBER
1.) Report of Independent Public Accountants F-2
2.) Statements of Net Assets Available for Benefits
as of December 31, 1997 and 1996 F-3
3.) Statements of Changes in Net Assets Available for Benefits
with Fund Information for the years ended
December 31, 1997, 1996 and 1995 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, 1997 and 1996 and the related statement of changes in net
assets available for plan benefits for each of the three years in
the period ended December 31, 1997. 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 year ended December 31, 1995 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, 1997 and 1996 and the changes in its net assets available for
plan benefits for each of the three years in the period ended
December 31, 1997, 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 plan 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 13, 1998
FIRST COMMERCE CORPORATION
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Dollars In Thousands)
December 31
--------------------
1997 1996
ASSETS: ---------- --------
Investments (at fair value) -
Participant-directed-
Marquis Treasury Securities Money Market
Fund - 365,173 shares ($365 cost) and 84,743
shares ($85 cost), respectively $ 365 $ 85
Marquis Government Securities Fund - 16,540 shares
($163 cost) and 8,521 shares ($84 cost),
respectively 166 84
Marquis Balanced Fund - 4,774 shares ($53 cost)
and 3,971 shares ($43 cost), respectively 58 45
Marquis Value Equity Fund - 3,895 shares ($56 cost)
and 418 shares ($6 cost), respectively 60 5
Marquis Growth Equity Fund - 3,767 shares ($53 cost) 58 -
Fidelity Advisor High-Yield Fund - 611 shares ($8 cost)
and 467 shares ($6 cost), respectively 8 6
Fidelity Advisor Growth Opportunities Fund - 261 shares
($9 cost) and 159 shares ($5 cost), respectively 11 5
Scudder Global Fund - 4,130 shares ($119 cost) and
113 shares ($3 cost), respectively 117 3
American Century Twentieth Century Ultra Investors
Fund - 46 shares ($1 cost) and 37 shares ($1 cost),
respectively 1 1
FCC Common Stock Fund - 34,891 shares ($1,040 cost)
and 26,159 shares ($613 cost), respectively 2,347 1,017
Non-participant-directed-
FCC Common Stock Fund - 12,117 shares ($361 cost)
and 10,852 shares ($254 cost), respectively 815 422
---------- --------
Total investments 4,006 1,673
Dividends receivable -
Participant directed -
Marquis Treasury Securities Money Market 1 -
Marquis Government Securities Fund 1 -
Scudder Global Fund 11 -
FCC Common Stock Fund 13 15
Non-participant-directed-
FCC Common Stock Fund 5 -
---------- --------
Total dividends receivable 31 15
---------- --------
NET ASSETS AVAILABLE FOR BENEFITS $ 4,037 $ 1,688
========== ========
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, 1997
(In Thousands)
NON-
PARTICIPANT
DIRECTED
PARTICIPANT DIRECTED ASSETS ASSETS
-------------------------------------------------------------------------------------------- ---------
American
Marquis Fidelity Century
Treasury Advisor Twentieth
Securities Marquis Marquis Marquis Fidelity Growth Century FCC FCC
Money Government Marquis Value Growth Advisor Opportun- Scudder Ultra Common Common
Market Securities Balanced Equity Equity High-Yield ities Global Investors Stock Stock
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
--------- ---------- -------- ------- ------- ---------- --------- ------- --------- ------ ------ ------
INVESTMENT INCOME:
Dividends on FCC
common stock $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 43 $ 23 $ 66
Interest and other
dividends 10 8 6 5 1 1 1 11 - - - 43
NET APPRECIATION
(DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS - 4 4 4 5 - 1 (2) - 864 325 1,205
CONTRIBUTIONS:
Participants' 271 71 3 46 52 1 4 116 - 421 - 985
Employer's - - - - - - - - - - 50 50
WITHDRAWALS AND
TERMINATIONS - - - - - - - - - - - -
--------- ---------- -------- ------- ------- ---------- --------- ------- --------- ------ ------ ------
CHANGES IN NET ASSETS
AVAILABLE FOR
BENEFITS FOR THE YEAR 281 83 13 55 58 2 6 125 - 1,328 398 2,349
NET ASSETS AVAILABLE
FOR BENEFITS
AT DECEMBER 31, 1996 85 84 45 5 - 6 5 3 1 1,032 422 1,688
--------- ---------- -------- ------- ------- ---------- --------- ------- --------- ------ ------ ------
NET ASSETS AVAILABLE
FOR BENEFITS
AT DECEMBER 31, 1997 $ 366 $ 167 $ 58 $ 60 $ 58 $ 8 $ 11 $ 128 $ 1 $2,360 $ 820 $4,037
========= ========== ======== ======= ======= ========== ========= ======= ========= ====== ====== ======
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, 1996
(In Thousands)
NON-
PARTICIPANT
DIRECTED
PARTICIPANT DIRECTED ASSETS ASSETS
------------------------------------------------------------------------------------- ---------
Marquis Fidelity
Treasury Advisor Twentieth
Securities Marquis Marquis Fidelity Growth Century FCC FCC
Money Government Marquis Value Advisor Opportun- Scudder Ultra Common Common
Market Securities Balanced Equity High-Yield ities Global Investors Stock Stock
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
--------- ---------- -------- ------- ---------- --------- ------- --------- ------ ------ ------
INVESTMENT INCOME:
Dividends on FCC
common stock $ - $ - $ - $ - $ - $ - $ - $ - $ 36 $ 13 $ 49
Interest and other
dividends 4 3 3 - 1 - - - - - 11
NET APPRECIATION
(DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS - - 1 - - - - - 167 69 237
CONTRIBUTIONS:
Participants' - 68 7 5 2 2 3 1 146 - 234
Employer's - - - - - - - - - 47 47
WITHDRAWALS AND
TERMINATIONS - - - - (2) (2) - - (27) (8) (39)
--------- ---------- -------- ------- ---------- --------- ------- --------- ------ ------ ------
CHANGES IN NET ASSETS
AVAILABLE FOR
BENEFITS FOR THE YEAR 4 71 11 5 1 - 3 1 322 121 539
NET ASSETS AVAILABLE
FOR BENEFITS
AT DECEMBER 31, 1995 81 13 34 - 5 5 - - 710 301 1,149
--------- ---------- -------- ------- ---------- --------- ------- --------- ------ ------ ------
NET ASSETS AVAILABLE
FOR BENEFITS
AT DECEMBER 31, 1996 $ 85 $ 84 $ 45 $ 5 $ 6 $ 5 $ 3 $ 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 Fidelity
Treasury Advisor
Securities Marquis Fidelity Growth FCC
Money Government Marquis Advisor Opportun- Common
Market Securities Balanced High-Yield ities 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
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
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. An eligible
employee may also make a contribution under the Plan out of any bonus
received during the year. No matching contributions are made with
respect to a tax-deferred contribution that comes out of a bonus.
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. The amount in this account is then used to reduce
future employer contributions. There were no forfeitures available
to reduce employer contributions as of December 31, 1997 and 1996 or
for the years ended 1997, 1996 and 1995.
PAYMENT OF BENEFITS
Participants are allowed to make a yearly election regarding the
distribution of benefits upon termination of employment. In the
election the participant elects (a) whether to receive a lump sum or
annual installments for a period of years not in excess of ten years
and (b) whether payment will be made immediately or commence as of a
deferred date which can be no later than the later of the 5th
anniversay of the termination of employment or the participant's 65th
birthday.
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, 1997:
a. Marquis Treasury Securities Money Market Fund (6 participants
at December 31, 1997 and 5 participants at December 31, 1996)
- Investments are in U.S. Treasury issued obligations.
b. Marquis Government Securities Fund (6 participants at
December 31, 1997 and 1996) - Investments are primarily (at
least 65%) in U.S. Government issued obligations.
c. Marquis Balanced Fund (4 participants at December 31, 1997
and 1996) - Investments are in mutual funds, cash
equivalents, large cap equities and high quality fixed income
securities.
d. Marquis Value Equity Fund (3 participants at December
31, 1997 and 1996) - Investments are in the common stocks
of larger companies.
e. Marquis Growth Equity Fund (4 participants at December 31,
1997) - Investments are primarily (at least 65%) in common
stocks, warrants, rights to purchase common stocks,
convertible securities and preferred stocks.
f. Fidelity Advisor High-Yield Fund (3 participants at December
31, 1997 and 1996) - Investments are in fixed income funds,
high yield bonds ("junk bonds"), debentures, notes,
convertible securities and preferred stocks.
g. Fidelity Advisor Growth Opportunities Fund (4 participants at
December 31, 1997 and 3 participants at December 31, 1996) -
Investments are primarily (at least 65%) in the securities of
companies considered to have long-term growth potential.
h. Scudder Global Fund (2 participants at December 31, 1997 and
1996) - Investments are in the equity securities of companies
expected to benefit from global economic trends.
i. American Century Twentieth Century Ultra Investors Fund (1
participant at December 31, 1997 and 1996) - Investments are
in the stocks of companies with an expected high level of
volatility.
j. FCC Common Stock Fund (22 participants at December 31, 1997
and 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 Statements of Changes in Net Assets Available
for Benefits.
PAYMENT OF BENEFITS
Benefits are recorded when paid. There were no distributions payable
at December 31, 1997 and 1996.
NOTE 3 - REALIZED GAINS (LOSSES) BY FUND
Presented below is a table of realized gains (losses) by fund for the
years ended December 31, 1997, 1996, and 1995 (in thousands):
REALIZED GAINS
PROCEEDS HISTORICAL COST (LOSSES)
------------------------------------------------------------
1997
----------------------------
FCC Common Stock Fund $ 1 $ 1 $ -
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 $ -
NOTE 4 - UNREALIZED APPRECIATION OF INVESTMENTS
The following table presents the changes in unrealized appreciation
(in thousands):
Unrealized appreciation at December 31, 1994 $ 71
Change in unrealized appreciation 265
---------
Unrealized appreciation at December 31, 1995 336
Change in unrealized appreciation 237
---------
Unrealized appreciation at December 31, 1996 573
Change in unrealized appreciation 1,205
---------
Unrealized appreciation at December 31, 1997 $ 1,778
=========
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.
NOTE 7 - MERGER WITH BANC ONE
On October 20, 1997, FCC and BANC ONE CORPORATION (BANC ONE) announced
the signing of a definitive agreement for the merger of FCC with BANC
ONE. Subject to certain conditions being met, it is anticipated that
FCC will merge with BANC ONE in the second quarter of 1998. In
accordance with the terms of the Merger Agreement, each share of FCC
common stock (FCC Common Stock) outstanding immediately prior to the
effective time of the Merger will be converted into the right to
receive 1.28 shares (the Exchange Ratio) of BANC ONE common stock (BANC
ONE Common Stock). The Merger Agreement provides for appropriate
adjustments to the Exchange Ratio and other factors used to determine
or limit the exchange rate in the event of a BANC ONE stock dividend or
stock split. Each holder of FCC Common Stock who would otherwise be
entitled to receive a fractional share of BANC ONE Common Stock (after
taking into account all of a shareholder's certificates) will receive
cash, in lieu thereof, without interest.