UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest are not reported: December 18, 2002 First Commerce Corporation ---------------------------------------------- (Exact name of Registrant as specified in its charter) North Carolina 000-32807 90-0016560 - ---------------------------- ----------------------- ----------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 301 S. McDowell Street, Charlotte, North Carolina 28204 -------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 945-6565 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 1. Changes in Control of Registrant. Not applicable. Item 2. Acquisition or Disposition of Assets. Not applicable. Item 3. Bankruptcy or Insolvency. Not applicable. Item 4. Changes in Registrant's Certifying Accountant. Not applicable. Item 5. Other Events and Regulation FD Disclosure. The Registrant, First Commerce Corporation, has entered into a Merger Agreement, dated December 18, 2002 (the "Agreement"), with Bank of Granite Corporation ("Granite") pursuant to which the Registrant will merge with and into Granite and the Registrant's bank subsidiary, First Commerce Bank, will merge with and into Granite's bank subsidiary, Bank of Granite. A copy of the Agreement is attached hereto as Exhibit 99.1 and incorporated by reference. A copy of the press release issued by the Registrant and Granite is attached hereto as Exhibit 99.2 and incorporated herein by reference. Item 6. Resignations of Registrant's Directors. Not applicable. Item 7. Financial statements and Exhibits. a. Not applicable. b. Not applicable. c. The following exhibits are attached hereto and incorporated herein by reference: 1. Exhibit 99.1 - Merger Agreement 2. Exhibit 99.2 - Press Release Item 8. Change in Fiscal Year. Not applicable. Item 9. Regulation FD Disclosure. Not applicable. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused its report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST COMMERCE CORPORATION /s/ Wesley W. Sturges ------------------------------------- Wesley W. Sturges President and Chief Executive Officer Date: December 18, 2002