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 event reported): October 20, 1997
FIRST NBC CREDIT CARD MASTER TRUST
(Issuer of the Certificates)
FIRST NATIONAL BANK OF COMMERCE
(Exact name of registrant as specified in its charter)
UNITED STATES 333-24023 72-0269760
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
210 BARONNE ST., NEW ORLEANS, LOUISIANA 70112
(Address of principal executive offices - Zip Code)
Registrant's telephone number, including area code: (504) 623-1371
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On October 20, 1997, Banc One Corporation ("Banc One") and
First Commerce Corporation ("FCC") entered into an agreement
and plan of merger (the "Merger Agreement"), pursuant to which
FCC will be merged with a wholly-owned subsidiary of Banc One
(the "Merger"). First National Bank of Commerce ("First NBC"),
the Transferor and Servicer, is a wholly owned subsidiary of
FCC. The Merger Agreement does not specify any change to the
separate existence of FCC's subsidiary banks, including First
NBC, upon consummation of the merger, but it is expected that
this matter will be resolved within the coming months.
Consummation of the Merger is subject to various
conditions, including: (i) receipt of the requisite approval by
the shareholders of FCC; (ii) receipt of requisite regulatory
approvals from the Board of Governors of the Federal Reserve
System and other federal and state regulatory authorities;
(iii) receipt of opinions as to the tax and accounting
treatment of certain aspects of the Merger; (iv) listing,
subject to notice of issuance, of the Banc One Common Stock to
be issued in the Merger; and (v) satisfaction of certain other
conditions.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
No. Document Description
--------- -------------------------------------------------
99(a) Press Release issued on October 20, 1997
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
FIRST NATIONAL BANK OF COMMERCE
-------------------------------
(Registrant)
By: /s/ Thomas L. Callicutt, Jr.
-----------------------------------
Thomas L. Callicutt, Jr.
First Commerce Corporation
Executive Vice President,Controller and
Principal Accounting Officer
Dated: October 31, 1997
INDEX TO EXHIBITS
Exhibit Sequential
No. Document Description Page No.
---------- ------------------------------------------ ------------
99(a) Press Release issued on October 20, 1997 5
EXHIBIT 99(a)
NEWS RELEASE
For further information contact:
First Commerce:
Holly Hobson (504) 623-2917 (Analysts/Investors)
Ed Marshall (504) 623-1872 (Media)
BANC ONE: John A. Russell (614) 248-5989
FOR RELEASE: October 20, 1997
FIRST COMMERCE IN LOUISIANA TO JOIN BANC ONE CORPORATION
_____________________________
BANC ONE CORPORATION (NYSE: ONE) and First Commerce
Corporation (NASDAQ: FCOM), a multi-bank holding company
headquartered in New Orleans, Louisiana jointly announced today
that they have signed a definitive agreement for the merger of
First Commerce with BANC ONE CORPORATION. The announcement was
made by John B. McCoy, Chairman and Chief Executive Officer of
BANC ONE, and Ian Arnof, President and Chief Executive Officer
of First Commerce Corporation.
Terms of the agreement call for First Commerce Corporation
shareholders to receive 1.28 shares of BANC ONE stock for each
share of First Commerce. The value of the transaction is
approximately $3 Billion based on BANC ONE's closing share
price on Friday, October 17, 1997.
McCoy said, "This is an important affiliation for us in
that our stated objective is to be one of the top three banks
in the markets we serve. BANC ONE currently operates Bank One,
Louisiana which has assets of approximately $5.5 billion.
Combined, these two affiliates will become the largest bank in
Louisiana as well as the largest in five of the top six markets
in the state."
Arnof said, "We are very pleased to be joining BANC ONE.
The combination of our Louisiana franchises creates a very
strong organization and certainly makes sense in light of the
consolidation taking place on our industry today. This
association will permit us to play an even more significant
role in the strong economic growth we are experiencing in
Louisiana." It is anticipated that First Commerce will join
with Bank One, Louisiana at the end of the first quarter of
1998.
First Commerce had assets of approximately $9.3 billion at
the end of the third quarter 1997 and operates six Louisiana
banks in Alexandria, Baton Rouge, Lafayette, Lake Charles,
Monroe and New Orleans.
BANC ONE CORPORATION had managed total assets of $140.7
billion and common equity of $9.7 billion at June 30, 1997.
BANC ONE currently operates more than 1,200 offices in 12
states. BANC ONE also owns several additional corporations
that engage in a full range of financial services. Information
about BANC ONE's financial results and its products and
services can be accessed on the Internet at:
http://www.bankone.com and through InvestQuest at
http://www.investquest.com or Fax-on-demand: (614) 844-3860.
