<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
--------------------------
FIRST COMMERCIAL CORPORATION
(Exact name of registrant as specified in its charter)
ARKANSAS 71-0540166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
400 WEST CAPITOL AVENUE, LITTLE ROCK, ARKANSAS 72201
(501)371-7000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Barnett Grace, Chairman of the Board
First Commercial Corporation
400 West Capitol Avenue
Little Rock, Arkansas 72201
(501) 371-7000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Terry L. Mathews Richard N. Massey
Wright, Lindsey & Jennings Rose Law Firm
200 West Capitol Avenue, St. 2200 120 East Fourth Street
Little Rock, Arkansas 72201 Little Rock, Arkansas 72201-2893
John Clayton Randolph
Friday, Eldredge & Clark
400 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201-3493
--------------------------
<PAGE>
Approximate date of commencement of proposed sale of the securities to the
public:
From time to time after the effective date of this Registration Statement as
determined by market conditions.
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, as amended, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.
[ X ]
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
- -------------------------------------------------------------------------------
Title of Each Amount Proposed Maxi- Proposed Maxi- Amount of
Class of Securities to be Regis- mum Offering mum Aggregate Registration
to be Registered tered(1) Price Per Unit(2)Offering Price(2) Fee
- -------------------------------------------------------------------------------
Common Stock,
par value $3.00
per share . . . . 2,038,312 $ 32.125 $65,480,773.00 $ 22,579.58
- -------------------------------------------------------------------------------
(1) Each share includes one preferred share purchase right.
(2) Calculated pursuant to Rule 457(c) on the basis of the average of the high
and low reported sales prices on the Nasdaq National Market on December
13, 1995.
--------------------------
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion
December 14, 1995
2,038,312 SHARES
FIRST COMMERCIAL CORPORATION
COMMON STOCK
--------------------------
The 2,038,312 shares of Common Stock being offered hereby (the "Shares") are
being sold by the Selling Shareholders. See "Selling Shareholders." The
Company will not receive any of the proceeds from the sale of the Shares. The
Shares will be offered by the Selling Shareholders directly in negotiated
transactions or otherwise at market prices prevailing at the time of the sale,
at prices relating to such prevailing market prices or at prices otherwise
negotiated. The accompanying prospectus supplement sets forth the offering
price and any other terms in connection with the offering and sale of the
Shares.
Prices for the Common Stock of the Company are quoted on the Nasdaq National
Market under the symbol "FCLR." On December 13, 1995, the last reported sale
price of the Common Stock quoted on the Nasdaq National Market was $32.500.
See "Price Range of Common Stock and Dividends."
--------------------------
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT
INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR THE BANK INSURANCE FUND OF
THE FEDERAL DEPOSIT INSURANCE CORPORATION.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 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 , 1995.
<PAGE>
[Inside Cover Page]
No person has been authorized in connection with the offering made hereby
to give any information or to make any representation not contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby to any
person or by anyone in any jurisdiction in which it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus at any time nor
any sale made hereunder shall, under any circumstances, create any implication
that the information herein is correct as of date subsequent to the date
hereof.
AVAILABLE INFORMATION
First Commercial Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information concerning the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following Regional Offices of the Commission: Chicago Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511, and New York Regional Office, 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates.
The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. 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 Commission. For further information, reference is hereby
made to the Registration Statement.
--------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, or the indicated portions thereof, filed with the
Commission by the Company (File No. 0-9676), are incorporated in this
Prospectus by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1994, as amended;
<PAGE>
[Inside Cover Page Continued]
(b) Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 1995, June 30, 1995 and September 30, 1995;
(c) Current Reports on Form 8-K, dated January 13, 1995, February 16,
1995, May 30, 1995, June 30, 1995 and December 13, 1995;
(d) Report on Form 10-C filed December 1, 1995;
(e) Registration Statement on Form 8-A for the preferred share purchase
rights as filed on January 9, 1991.
All other documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares hereby shall be deemed
to be incorporated by reference and to be a part of this Prospectus from the
date of the filing of such documents. Any statement contained herein or 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 which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any 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 a copy of
this Prospectus is delivered, upon the request of any such person, a copy of
any or all of the documents incorporated herein by reference, other than the
exhibits to such information (unless such exhibits are specifically
incorporated by reference in such documents). Requests should be directed to
Mr. J. Lynn Wright, Chief Financial Officer, First Commercial Corporation, Post
Office Box 1471, Little Rock, Arkansas 72203, telephone (501) 371-7000.
--------------------------
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<PAGE>
THE COMPANY
First Commercial Corporation (the "Company") is the largest multi-bank
holding company headquartered in Arkansas, with its corporate offices located
in the capital city of Little Rock. The Company owns 15 commercial banking
institutions in the State of Arkansas, seven institutions in the State of
Texas, one institution in each of the States of Louisiana and Tennessee, and in
a joint venture with Arvest Bank Group, Inc., of Bentonville, Arkansas, the
Company owns 50% of an institution in Norman, Oklahoma. All of the Company's
bank subsidiaries offer a broad range of traditional commercial and consumer
banking services to the markets and communities which they serve. Certain
subsidiary banks additionally offer trust and fiduciary services and discount
brokerage services. Collectively, the Company's bank subsidiaries are
sometimes referred to in this Prospectus as the "Subsidiary Banks." The Company
had total consolidated assets of approximately $4.7 billion, total consolidated
deposits of approximately $4.0 billion, and total consolidated shareholders'
equity of approximately $383 million as of September 30, 1995.
The Company's largest subsidiary is First Commercial Bank, N.A. At
September 30, 1995, First Commercial Bank had total assets of approximately
$1.5 billion and total deposits of approximately $1.2 billion. First
Commercial Bank is the second largest bank in Arkansas, based upon total assets
at September 30, 1995, and its offices are located within Pulaski County, the
most populated county of Arkansas, adjacent Lonoke County and Grant County.
First Commercial Trust Company, N.A., a subsidiary of the Company, provides
trust services through offices located in eight of the Arkansas Subsidiary
Banks. First Commercial Mortgage Company, a subsidiary of First Commercial
Bank, N.A., offers first mortgage loans and performs mortgage loan servicing
operations. First Commercial Investments, Inc., also a subsidiary of First
Commercial Bank, N.A., offers a full line of taxable and tax-exempt fixed
income investments, as well as mutual fund products.
The Company plans to continue to grow through a combination of quality
service to customers in existing markets and such acquisitions as may
complement the Company's organizational structure. The Company's focus is on
retail and corporate customers in its primary market areas. The key operating
strategy of the Company is to maximize the quality of service in local markets
by placing authority for local market decisions in the hands of affiliate
managers, while providing corporate level guidance, control and review to
ensure local managerial accountability.
The Company is incorporated under the laws of the State of Arkansas. The
executive offices of the Company are located at 400 West Capitol Avenue, Little
Rock, Arkansas 72201. Its telephone number is (501) 371-7000.
RECENT DEVELOPMENTS
On November 21, 1995, the Company's Board of Directors approved a 7% stock
dividend payable on January 2, 1996 to stockholders of record on December 14,
1995. The Selling Shareholders described herein have included in this
Prospectus the dividend shares to which they are entitled.
On November 30, 1995, the Company acquired FDH Bancshares, Inc. ("FDH
Bancshares"), a multi-bank holding company located in Little Rock, Arkansas.
FDH Bancshares had four subsidiary banks located in southern and central
Arkansas, one of which was merged into First Commercial Bank, N.A. subsequent
to the acquisition. FDH Bancshares also had a subsidiary bank located in north
central Louisiana. The Company issued 1,260,949 shares of its common stock in
<PAGE>
exchange for all of the outstanding shares of FDH Bancshares. The transaction
was accounted for as a purchase.
On November 30, 1995, the Company acquired West-Ark Bancshares, Inc.
("West-Ark"), and its wholly-owned subsidiary, Arkansas State Bank,
Clarksville, Arkansas. The Company issued 644,024 shares of its common stock
and an immaterial amount of cash in lieu of fractional shares in exchange for
all of the outstanding shares of West-Ark. The transaction was accounted for
as a pooling of interests.
On December 13, 1995, the Company filed a Current Report on Form 8-K
containing certain pro forma financial information relating to the acquisition
of FDH Bancshares and West-Ark.
USE OF PROCEEDS BY THE COMPANY
The Company will neither receive any proceeds from the Shares being offered
by the Selling Shareholders, nor will any such proceeds be available for use by
it or for its benefit.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Company's common stock is traded in the over-the-counter market and
reported on the Nasdaq National Market under the symbol "FCLR." The following
table shows for the periods indicated the high and low bid prices of the common
stock as reported on the Nasdaq National Market and the cash dividends declared
per share of common stock.
Cash
High Low Dividend
-------- -------- --------
1993
First Quarter $20.33 $17.65 $ .12
Second Quarter 19.43 17.36 .12
Third Quarter 19.58 18.39 .13
Fourth Quarter 19.43 18.84 .16
1994
First Quarter $19.58 $17.80 $ .16
Second Quarter 20.80 17.36 .16
Third Quarter 22.59 20.81 .16
Fourth Quarter 21.26 18.93 .19
1995
First Quarter $22.79 $20.32 $ .19
Second Quarter 23.95 22.66 .19
Third Quarter 26.40 23.60 .19
Fourth Quarter 25.93 31.75 .20
(through December 13, 1995)
The information above has been retroactively adjusted to reflect a three-
for-two stock split in the form of a stock dividend declared in November, 1993
and a 5% stock dividend declared in November, 1994, and a 7% stock dividend
declared in November, 1995.
A recent last reported sale price of the Company's common stock as reported
on the Nasdaq National Market is set forth on the cover page of this
Prospectus.
<PAGE>
The Company has paid consecutive quarterly dividends on its Common Stock
since its formation in July 1983. Future dividends will depend upon future
earnings, the financial position and cash requirements of the Company and such
other factors as the Company's Board of Directors may deem relevant.
The Company is restricted under the provisions of certain loan covenants
in paying dividends (other than stock dividends) or retiring capital stock if
the amount of such payments would exceed prescribed limits. Retained earnings
in excess of earnings so restricted by these covenants and available for
distribution totaled approximately $158 million at September 30, 1995.
The Company's ability to pay dividends will depend primarily upon dividends
and fees paid to it by its subsidiaries. Such payments must be consistent with
the requirements and limitations of Federal and state banking laws, which,
among other things, establish acceptable levels of capital that must be
maintained.
SELLING SHAREHOLDERS
As discussed under "Recent Developments," the Company, on November 30,
1995, acquired all of the outstanding capital stock of FDH Bancshares. Frank
D. Hickingbotham, the sole stockholder of FDH Bancshares, received 1,260,949
shares of the Company's common stock in exchange for his shares of FDH
Bancshares common stock. Pursuant to the stock dividend payable by the Company
on January 2, 1996, see "Recent Developments," Mr. Hickingbotham will receive
88,266 additional shares of the Company's common stock. Mr. Hickingbotham is
including an aggregate of 1,349,215 shares of the Company's common stock in the
Registration Statement of which this Prospectus is a part. Under the terms of
the agreement pursuant to which the Company acquired FDH, Mr. Hickingbotham
was, as of November 30, 1995, elected to the Company's Board of Directors and
to the Executive Committee of the Company's Board of Directors.
As also discussed under "Recent Developments," the Company, on November 30,
1995, acquired all of the outstanding capital stock of West-Ark Bancshares.
Shareholders of West-Ark received, in the aggregate, and after allowing for
cash payments in lieu of fractional shares, 644,024 shares of the Company's
common stock in exchange for the shares of common stock of West-Ark held by
them immediately prior to the acquisition. Pursuant to the stock dividend
payable by the Company on January 2, 1996, see "Recent Developments," the
former shareholders of West-Ark will receive, in the aggregate, and after
allowing for cash payments in lieu of fractional shares, 45,073 additional
shares of the Company's common stock. The table below sets forth (i) the name
of each former stockholder of West-Ark Bancshares, (ii) the number of shares of
Company common stock received by each of them pursuant to the acquisition and
pursuant to the stock dividend, and (iii) the number of shares of Company
common stock to be offered by each individual pursuant to the offering
described herein.
<PAGE>
Number of Shares of
First Commercial Corporation
Common Stock Beneficially
Owned and to be Offered
Name Pursuant to this Offering
----------------------------------- ----------------------------
Sidney Brain 88,769
Granville "Buddy" Callahan or
G. Wayne Callahan 493
Armil O. Corran or Lura V. Corran 987
Jim Dickerson, Jr. 5,803
James R. Ford 5,803
Estate of C.W. Kelly 146,245
Connie Kelly 5,803
R. Keith Lewis or Marian L. Lewis 5,803
Michael W. Miller 88,769
Carolyn B. Purtle 19,758
David S. Purtle 88,769
Ned Ray Purtle 213,452
Steve B. Purtle 1,234
Dr. G.P. Shrigley 5,803
Harold Whitson 5,803
Dannie Wilkins 5,803
Collectively, Mr. Hickingbotham and the former shareholders of West-Ark are
referred to herein as the "Selling Shareholders."
DESCRIPTION OF CAPITAL SECURITIES
The following description of the Company's capital securities does not
purport to be complete and is qualified in its entirety by the provisions of
the Arkansas Business Corporation Act, the Company's Second Amended and
Restated Articles of Incorporation, as amended ("Articles of Incorporation"),
the By-Laws of the Company and the Shareholder Rights Plan, which is discussed
below.
The Company's authorized capital stock consists of 400,000 shares of
preferred stock with a par value of $1.00 per share, and 34,000,000 shares of
common stock with a par value of $3.00 per share. At November 30, 1995,
25,539,057 shares of the Company's common stock were outstanding. No shares of
preferred stock are outstanding.
Common Stock.
-------------
Subject to the prior rights of the holders of any shares of preferred stock
which may be outstanding, the holders of common stock are entitled to such
dividends as the Board of Directors, in its discretion, may declare out of
earnings and surplus. Holders of shares of common stock are entitled to one
vote for each share held on all matters brought before the holders of common
stock, including the election of Directors. The common stock has no cumulative
voting rights, is not redeemable, and has no preemptive or conversion rights.
In the event of liquidation, dissolution or winding up of the Company, whether
voluntarily or involuntarily, the holders of common stock will be entitled to
share ratably in any assets or funds of the Company remaining after payment of
the Company's liabilities and of preferences on any outstanding shares of
preferred stock. All of the outstanding shares of common stock are fully paid
and non-assessable.
<PAGE>
The transfer agent for the Company's common stock is First Commercial Trust
Company, N.A., Little Rock, Arkansas.
Certain of the provisions contained in the Articles of Incorporation and
By-laws of the Company are designed to deter, or may have the effect of
deterring, certain efforts to seek changes in the control of the Company
without approval of the Board of Directors. These provisions tend to
discourage such attempts because of the additional time and expense involved
and the increased risk of failure. As a result, the provisions may adversely
affect the price that a potential purchaser would be willing to pay for the
Company's common stock, thereby reducing the amount a shareholder might realize
in, for example, certain tender offers for the common stock.
The Company's Board of Directors is classified into three classes, as
nearly equal in number as possible, with the members of each class being
elected to hold office for three year terms. Therefore, a change in the
control of the Board of Directors cannot be accomplished in any one year, and
at least two annual meetings of the holders of the common stock must be held
before a majority of the members of the Board of Directors can be changed.
This provision of the Articles of Incorporation may not be amended, altered or
repealed (and the By-laws may not be amended in any manner inconsistent with
such provision) without the affirmative vote of the holders of 80% of the votes
entitled to be cast by the holders of the Company's common stock.
The Articles of Incorporation also provide that shareholders may take
action without a meeting only by unanimous written consent. This provision may
not be amended, altered or repealed without the affirmative vote of the holders
of 80% of the votes entitled to be cast by the holders of the Company's common
stock.
The Articles of Incorporation require the approval of the holders of at
least 80% of the votes entitled to be cast by the holders of the Company's
common stock for a broad spectrum of transactions defined therein as "Business
Combinations" involving the Company and any person or group holding 5% or more
of the common stock ("Interested Shareholder"). Such special voting
requirement does not apply if the transaction is either approved by a majority
of the members of the Board of Directors who are unaffiliated with the
Interested Shareholder, and who were directors before the Interested
Shareholder became an Interested Shareholder, or certain minimum price and
procedural requirements are met. This provision of the Articles of
Incorporation may not be amended, altered or repealed except by the
supermajority vote required to approve a Business Combination.
Shareholder Rights Plan.
------------------------
One preferred share purchase right (a "Right") is attached to each share of
the Company's common stock, including the Shares offered hereby, pursuant to a
Shareholder Rights Plan of the Company. The Rights trade automatically with
the shares of common stock and become exercisable and will trade separately
from the common stock on the tenth day after public announcement that a person
or group has acquired, or has the right to acquire, beneficial ownership of 20%
or more of the outstanding shares of the Company's common stock or on the tenth
day following commencement or announcement of intent to make a tender offer for
20% or more of the outstanding shares of the Company's common stock, in either
case without prior written consent of the Company's Board. When exercisable,
each Right will entitle the holder to buy 1/100 of a share of Junior
Participating Preferred Stock of the Company at an exercise price of $75 per
Right. In the event a person acquires a beneficial ownership of 20% or more of
the Company's common stock, holders of Rights (other than the acquiring person
<PAGE>
or group) may purchase common stock of the Company having a market value of
twice the then current exercise price of each Right or, under certain
circumstances, holders of Rights may purchase stock of the acquiring company
having a market value of twice the current exercise price of each Right. The
Rights are designed to protect the interests of the Company and its
shareholders against coercive takeover tactics. The purpose of the Rights is
to encourage potential acquirors to negotiate with the Company's Board prior to
attempting a takeover and to give the Board leverage in negotiating on behalf
of all shareholders the terms of any proposed takeover. The Rights may deter
certain takeover proposals. The Rights, which can be redeemed by the Company's
Board of Directors in certain circumstances, expire by their terms on September
28, 2000.
Preferred Stock.
----------------
The Company's Board of Directors is authorized to issue preferred stock,
par value $1.00 per share, in one or more series, from time to time, with such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations and restrictions thereof as may
be provided in articles of amendment to the Company's Articles of Incorporation
adopted and filed by the Board of Directors without shareholder action. The
holders of such preferred stock shall be entitled to vote on the election of
two directors in the event of a default in preference dividends on the
preferred stock and shall have such other voting rights as may be described by
the Board of Directors in the articles of amendment creating such series of
preferred stock. Holders of shares of the preferred stock shall have no
preemption rights on account of such shares.
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Shareholders for
their own accounts. See "Selling Shareholders."
The distribution of the Shares may be effected by the Selling Shareholders
directly from time to time in one or more transactions in the over-the-counter
market, in negotiated transactions, and in a combination of such methods of
sale or otherwise, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. In
connection with any sales through brokers or dealers, the brokers or dealers
may receive compensation in the form of commissions from the Selling
Shareholders.
The Company shall pay all filing fees, expenses of complying with state
securities or Blue Sky laws, fees and disbursements of counsel for the Company,
and accountant's fees. The Selling Shareholders shall pay all underwriting
fees and commissions incurred by them and all fees and disbursements of counsel
for Selling Shareholders.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Friday, Eldredge & Clark, Little Rock, Arkansas.
<PAGE>
EXPERTS
The consolidated financial statements of the Company at December 31, 1994
and 1993, and for each of the three years in the period ended December 31,
1994, incorporated by reference in the Company's Annual Report (Form 10-K) for
the year ended December 31, 1994, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports therein and incorporated by
reference herein, which as to the years 1993 and 1992, are based in part on the
reports of KPMG Peat Marwick LLP, independent auditors. The financial
statements referred to above are included in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses payable by the
Company and the Selling Shareholders in connection with the offering described
in this Registration Statement.
Payable by
-------------------------------------------
Former
Shareholders Frank D.
The Company of West-Ark Hickingbotham
------------- ------------- -------------
Securities and Exchange
Commission
registration fee $ 22,579.58 $ 0 $ 0
Legal fees 25,000.00 0 0
Accountants' fees 6,000.00 0 0
Miscellaneous expenses 1,420.42 0 0
----------- ----------- -----------
Total $ 55,000.00 $ 0 $ 0
=========== =========== ===========
Item 15. Indemnification of Directors and Officers.
Section 4-27-850 of the Arkansas Business Corporation Act contains detailed
provisions for indemnification of directors and officers of Arkansas
corporations against expenses, judgments, fines and settlements in connection
with litigation. Article TWELFTH of the Company's Second Amended and Restated
Articles of Incorporation, as amended, provides for indemnification of the
directors and executive officers of the Company to the fullest extent legally
permissible under the relevant provisions of the Arkansas Business Corporation
Act.
<PAGE>
Item 16. Exhibits
Number Description
------------ -------------------------------------------------------------
4.1 Company's Second Amended and Restated Articles of
Incorporation, as amended (incorporated by reference to
Exhibit 3.1 to Registration Statement No. 33-33529, as
amended).
4.2 Articles of Amendment to Company's Second Amended and
Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3 to Form 8-K dated September 18,
1990, in 0-9676).
4.3 Articles of Amendment to Company's Second Amended and
Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 4.3 to Registration Statement No.
33-39084).
4.4 Articles of Amendment to Company's Second Amended and
Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3(i) to Form 10-Q for the quarter
ended September 30, 1993, in O-9676).
4.5 Company's By-Laws as currently in effect (incorporated by
reference to Exhibit 3(d) to Form 10-K for the fiscal year
ended December 31, 1991 in 0-9676).
4.6 Rights Agreement (incorporated by reference to Exhibit 4 to
Form 8-K dated September 18, 1990, in 0-9676).
4.7 Dividend Reinvestment and Common Stock Purchase Plan
(incorporated by reference to Exhibit 28 to Registration No.
33-38190, as amended).
5 Opinion and Consent of Friday, Eldredge & Clark.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Friday, Eldredge & Clark (included in Exhibit 5).
24 Powers of Attorney
Item 17. Undertakings
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 registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference;
<PAGE>
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement, unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(c) To include any material information with respect 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.
4. That, for purposes of determining 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 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions referred to in Item 15 above,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Little Rock, State of Arkansas, on the 14th day of
December, 1995.
FIRST COMMERCIAL CORPORATION
/s/ J. Lynn Wright
--------------------------------------
J. Lynn Wright
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 14th day of December, 1995.
* Chairman of the Board, Chief
- ------------------------------- Executive Officer, President and
Barnett Grace Director
(Principal Executive Officer)
/s/J. Lynn Wright Chief Financial Officer
- ------------------------------- (Principal Financial and
J. Lynn Wright Accounting Officer)
Director
- -------------------------------
John W. Allison
* Director
- -------------------------------
Truman Arnold
* Director
- -------------------------------
William H. Bowen
Director
- -------------------------------
Peggy Clark
* Director
- -------------------------------
Robert G. Cress
* Director
- -------------------------------
Cecil W. Cupp, Jr.
* Director
- -------------------------------
Frank D. Hickingbotham
<PAGE>
Director
- -------------------------------
Walter E. Hussman, Jr.
Director
- -------------------------------
Frederick E. Joyce, M.D.
Director
- -------------------------------
Jack G. Justus
Director
- -------------------------------
William M. Lemley
* Director
- -------------------------------
Charles H. Murphy, Jr.
Director
- -------------------------------
Michael W. Murphy
* Director
- -------------------------------
William C. Nolan, Jr.
* Director
- -------------------------------
Sam C. Sowell
Director
- -------------------------------
Paul D. Tilley
*By: /s/Edwin P. Henry
-------------------------
Edwin P. Henry
Attorney-in-Fact
Edwin P. Henry, by signing his name hereto, does sign this document on behalf
of each of the persons indicated above pursuant to powers of attorney duly
executed by such persons, filed or to be filed with the Securities and Exchange
Commission as supplemental information.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------------ -------------------------------------------------------------
4.1 Company's Second Amended and Restated Articles of
Incorporation, as amended (incorporated by reference to
Exhibit 3.1 to Registration Statement No. 33-33529, as
amended).
4.2 Articles of Amendment to Company's Second Amended and
Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3 to Form 8-K dated September 18,
1990, in 0-9676).
4.3 Articles of Amendment to Company's Second Amended and
Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 4.3 to Registration Statement No.
33-39084).
4.4 Articles of Amendment to Company's Second Amended and
Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3(i) to Form 10-Q for the quarter
ended September 30, 1993, in O-9676).
4.5 Company's By-Laws as currently in effect (incorporated by
reference to Exhibit 3(d) to Form 10-K for the fiscal year
ended December 31, 1991 in 0-9676).
4.6 Rights Agreement (incorporated by reference to Exhibit 4 to
Form 8-K dated September 18, 1990, in 0-9676).
4.7 Dividend Reinvestment and Common Stock Purchase Plan
(incorporated by reference to Exhibit 28 to Registration No.
33-38190, as amended).
5 Opinion and Consent of Friday, Eldredge & Clark.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Friday, Eldredge & Clark (included in Exhibit 5).
24 Powers of Attorney
<PAGE>
EXHIBIT 5
FRIDAY, ELDREDGE & CLARK
A Partnership of Individuals and Professional Associations
Attorneys at Law
400 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201-3493
Telephone 501-376-2011
December 14, 1995
First Commercial Corporation
400 West Capitol Avenue
Little Rock, Arkansas 72201
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission on or about the
date hereof by First Commercial Corporation (the "Company") for registration
under the Securities Act of 1933, as amended (the "Act"), of 2,038,312 shares
of the Company's Common Stock, $3.00 par value per share (the "Shares"), to be
offered in a public offering by the Selling Shareholders.
It is our opinion that all action necessary to register the Shares under
the Act will have been taken when:
a. The Registration Statement shall have become effective in accordance
with the applicable provisions of the Act; and
b. Appropriate action shall have been taken by the Board of Directors of
the Company for the purpose of authorizing the registration of the Shares.
It is our further opinion that the Shares are validly authorized, validly
issued, fully paid and non-assessable. This opinion does not pass upon the
matter of compliance with "Blue Sky" laws or similar laws relating to the sale
or distribution of the Shares.
We are members of the Arkansas Bar and do not hold ourselves out as experts
on the laws of any other State.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, as it may be amended, and consent to such references to
our firm as are made therein.
Very truly yours,
/s/ FRIDAY, ELDREDGE & CLARK
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-3, and the related Prospectus of First Commercial
Corporation for the registration of 2,038,312 shares of its common stock and to
the incorporation by reference therein of our report dated February 16, 1995,
with respect to the consolidated financial statements of First Commercial
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
Little Rock, Arkansas
December 14, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
First Commercial Corporation:
We consent to the incorporation by reference in the Registration Statement
of First Commercial Corporation on Form S-3 of our report dated January 28,
1994, relating to the consolidated balance sheet of State First Financial
Corporation and subsidiaries as of December 31, 1993, and the related
consolidated statements of income, stockholders' equity and cash flows for the
years ended December 31, 1993 and 1992 which report appears as Exhibit 99(a) in
the December 31, 1994 Annual Report on Form 10-K of First Commercial
Corporation.
We also consent to the reference to our firm under the heading "Experts" in
the prospectus.
/s/KPMG Peat Marwick LLP
Little Rock, Arkansas
December 14, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Barnett Grace and Edwin P. Henry, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3 of First Commercial
Corporation (the "Company") pertaining to the registration of up to 2,038,312
shares of the Company's Common Stock, $3.00 par value per share, to be offered
by the Selling Shareholders described in the Registration Statement in a
public offering and to sign any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Truman Arnold
----------------------------
Truman Arnold
Director
Date: December 14, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Barnett Grace and Edwin P. Henry, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3 of First Commercial
Corporation (the "Company") pertaining to the registration of up to 2,038,312
shares of the Company's Common Stock, $3.00 par value per share, to be offered
by the Selling Shareholders described in the Registration Statement in a
public offering and to sign any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ William H. Bowen
----------------------------
William H. Bowen
Director
Date: December 14, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Barnett Grace and Edwin P. Henry, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3 of First Commercial
Corporation (the "Company") pertaining to the registration of up to 2,038,312
shares of the Company's Common Stock, $3.00 par value per share, to be offered
by the Selling Shareholders described in the Registration Statement in a
public offering and to sign any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Robert G. Cress
----------------------------
Robert G. Cress
Director
Date: December 14, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Barnett Grace and Edwin P. Henry, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3 of First Commercial
Corporation (the "Company") pertaining to the registration of up to 2,038,312
shares of the Company's Common Stock, $3.00 par value per share, to be offered
by the Selling Shareholders described in the Registration Statement in a
public offering and to sign any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Cecil W. Cupp, Jr.
----------------------------
Cecil W. Cupp, Jr.
Director
Date: December 14, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Barnett Grace and Edwin P. Henry, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3 of First Commercial
Corporation (the "Company") pertaining to the registration of up to 2,038,312
shares of the Company's Common Stock, $3.00 par value per share, to be offered
by the Selling Shareholders described in the Registration Statement in a
public offering and to sign any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Barnett Grace
----------------------------
Barnett Grace
Director
Date: December 14, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Barnett Grace and Edwin P. Henry, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3 of First Commercial
Corporation (the "Company") pertaining to the registration of up to 2,038,312
shares of the Company's Common Stock, $3.00 par value per share, to be offered
by the Selling Shareholders described in the Registration Statement in a
public offering and to sign any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Frank D. Hickingbotham
----------------------------
Frank D. Hickingbotham
Director
Date: December 14, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Barnett Grace and Edwin P. Henry, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3 of First Commercial
Corporation (the "Company") pertaining to the registration of up to 2,038,312
shares of the Company's Common Stock, $3.00 par value per share, to be offered
by the Selling Shareholders described in the Registration Statement in a
public offering and to sign any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Charles H. Murphy, Jr.
----------------------------
Charles H. Murphy, Jr.
Director
Date: December 14, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Barnett Grace and Edwin P. Henry, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3 of First Commercial
Corporation (the "Company") pertaining to the registration of up to 2,038,312
shares of the Company's Common Stock, $3.00 par value per share, to be offered
by the Selling Shareholders described in the Registration Statement in a
public offering and to sign any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ William C. Nolan, Jr.
----------------------------
William C. Nolan, Jr.
Director
Date: December 14, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Barnett Grace and Edwin P. Henry, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3 of First Commercial
Corporation (the "Company") pertaining to the registration of up to 2,038,312
shares of the Company's Common Stock, $3.00 par value per share, to be offered
by the Selling Shareholders described in the Registration Statement in a
public offering and to sign any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Sam C. Sowell
----------------------------
Sam C. Sowell
Director
Date: December 14, 1995
