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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(Mark One) FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission File No. 0-9477
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FIRST COMMERCIAL BANCORP, INC.
(Exact Name of registrant as specified in its charter)
Delaware 94-2683725
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
865 Howe Avenue, Sacramento, California, 95825
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (916) 641-3288
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value of $12.50
(Title of class)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by nonaffiliates of
the registrant, based on the closing price of the Common Stock on the NASDAQ
Small Cap Market System on March 14, 1997, was $3,176,345. For purposes of this
computation, officers, directors and 5% beneficial owners of the Registrant are
deemed to be affiliates. Such determination should not be deemed an admission
that such directors, officers or 5% beneficial owners are, in fact, affiliates
of the Registrant.
At March 18, 1996 there were 845,779 shares of the registrant's common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 1996 (Annual Report) are incorporated by reference into Parts I and
II.
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Registrant files this report on Form 10-K/A solely for the purpose
of correcting an error in the date of the report of registrant's predecessor
auditor, the correct date, as reflected in Item 8 and in the printed version of
Registrant's Form 10-K which has been distributed by Registrant, is March 29,
1995. There are no other changes made in Item 8.
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements, included in the Annual
Report, are incorporated herein by this reference.
Annual Report
Statement Reference
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Independent Auditors' Report 17
Consolidated Balance Sheets -December 31, 1996 and 1995 18
Consolidated Statements of Income -Years Ended December 31,
1996, 1995 and 1994 19
Consolidated Statements of Changes in Stockholders'
Equity - Years Ended December 31, 1996, 1995 and 1994 20
Consolidated Statements of Cash Flows - Years Ended
December 31, 1965, 1995 and 1994 21
Notes to Consolidated Financial Statements 22
The Independent Auditors' Report of Arthur Andersen LLP on the consolidated
financial statements of the Company and the Bank for 1994 is included herein.
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Report of Independent Public Accountants
To the Stockholders and Board of Directors of
First commercial Bancorp, Inc.:
We have audited the consolidated statements of operations, changes in
stockholders' equity and cash flows of FIRST COMMERCIAL BANCORP, INC. (a
Delaware Corporation) and subsidiary as of December 31, 1994, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for each of the two years in the period ended December 31, 1994 as
restated (see Note 16). These financial statements are the responsibility of the
Corporation'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 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.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of First
Commercial Bancorp, Inc. and subsidiary for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that both
First Commercial Bancorp, Inc. (the "Company") and First Commercial Bank (the
"Bank") will continue as going concerns. As discussed in Notes 2 and 14 to the
financial statements, both the Company and the Bank have entered into various
regulatory agreements (the "Agreements") with the Federal Deposit Insurance
Corporation (the "FDIC"), the California State Banking Department and the
Federal Reserve Bank of San Francisco. These Agreements require the Company and
the Bank, among other compliance terms, to maintain certain minimum capital
levels. The Company and the Bank are not in compliance with these minimum
capital requirements and have suffered recurring losses from operations. An
amended capital plan has been submitted to the bank regulators, which plan was
approved by the FDIC on January 30, 1995. The plan consists of both an intent to
decrease the Bank's asset size and the raising of capital through the sale of
stock. There is no assurance that the Company will be able to raise sufficient
capital to meet the minimum capital requirements. Failure to meet regulatory
capital requirements or comply with the terms of the Agreements could subject
the Company and the Bank to additional actions by the bank regulatory
authorities, including restrictions on operations, mandatory asset dispositions
or seizure. These matters raise substantial doubt about the ability of the
Company and the Bank to continue as going concerns. Their ability to continue as
going concerns is dependent on many factors, one of which is regulatory action
and the ability to raise sufficient capital. Management's plans in regard to
these matters are described in Notes 2 and 14. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/Arthur Andersen LLP
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San Francisco, California
March 29, 1995
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
December 11, 1997 FIRST COMMERCIAL BANCORP, INC.
By:/s/Donald W. Williams
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Donald W. Williams
Chairman of the Board
of Directors, President and
Chief Executive Officer
