<PAGE>
As filed with the Securities and Exchange Commission on April 1, 1996
Registration No. 333-01599
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
AMENDMENT NO. 1 TO
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)
Copy to:
John Clayton Randolph
Friday, Eldredge & Clark
400 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201-3493
--------------------------
Approximate date of commencement of proposed sale of the securities to the
public:
As soon as practicable after this Registration Statement becomes effective.
<PAGE>
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.
[ ]
--------------------------
<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
April 1, 1996
FIRST COMMERCIAL CORPORATION
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
515,398 SHARES
COMMON STOCK
$3.00 Par Value Per Share
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First Commercial Corporation (the "Company") hereby offers participation in its
Dividend Reinvestment and Common Stock Purchase Plan (the "Plan"). The Plan
provides investors with a convenient way to purchase shares of the Company's
Common Stock, $3.00 par value per share ("Common Stock"), and reinvest the cash
dividends paid on Common Stock in additional shares of Common Stock.
Participants in the Plan may:
- - Reinvest all the cash dividends paid on shares of Common Stock registered in
their name or credited to their Plan account in additional shares of Common
Stock.
- - Make an initial investment in Common Stock with a cash payment of at least
$500 and no more than $2,500 per account ("Initial Investment").
- - Increase their investment in Common Stock by making optional investments of
at least $25 per payment and no more than $2,500 per quarter per account
("Optional Investment").
The price to be paid for shares of Common Stock purchased through dividend
reinvestment will be at a five percent (5%) discount from the average of the
bid and ask price of the Common Stock as quoted on the Nasdaq National Market.
The price to be paid for shares purchased with Initial Investments or Optional
Investments will be 100% of the same average. The shares purchased pursuant to
the Plan may be newly issued shares or previously issued shares purchased in
the open market. Any open market purchases will be made through an independent
agent selected by the Company. Prices for the Common Stock are quoted on the
Nasdaq National Market under the symbol "FCLR."
This prospectus is being provided to current participants in the Plan and to
prospective participants in the Plan.
<PAGE>
Please retain this Prospectus for future reference.
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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.
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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.
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The date of this Prospectus is , 1996.
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[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. 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
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,
1995;
3
<PAGE>
[Inside Cover Page Continued]
(b) Form 8-K/A filed January 30, 1996, and Current Report on Form 8-K
dated March 13, 1996;
(c) Report on Form 10-C filed January 9, 1996;
(d) The description of the Company's Common Stock contained in the
Registration Statement on Form 10 filed April 30, 1981 and any amendment or
report filed for the purpose of updating such description.
(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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4
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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 $5.4 billion, total consolidated
deposits of approximately $4.6 billion, and total consolidated shareholders'
equity of approximately $432 million as of December 31, 1995.
The Company's largest subsidiary is First Commercial Bank, N.A. At
December 31, 1995, First Commercial Bank had total assets of approximately $1.8
billion and total deposits of approximately $1.5 billion. First Commercial
Bank is the second largest bank in Arkansas, based upon total assets at
December 31, 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.
5
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USE OF PROCEEDS BY THE COMPANY
The net proceeds from the sale of shares of Common Stock that are
originally issued by the Company and offered pursuant to the Plan will be used
for general corporate purposes, including the Company's working capital needs,
the funding of investments in, or extensions of credit to, the Company's
banking and non-banking subsidiaries, possible acquisitions of other financial
institutions or their assets or liabilities, possible acquisitions of or
investments in other businesses of a type eligible for bank holding companies
and possible reduction of outstanding indebtedness or repurchase of outstanding
equity shares of the Company.
The Company will not receive any proceeds from shares of Common Stock
purchased in open market transactions and offered pursuant to the Plan.
DESCRIPTION OF THE DIVIDEND REINVESTMENT
AND COMMON STOCK PURCHASE PLAN
The following, in question and answer form, are the provisions of the Plan.
Those holders of Common Stock who do not wish to participate in the Plan will
continue to receive cash dividends, if and when declared. THOSE WHO ARE
ALREADY PARTICIPATING IN THE PLAN NEED TAKE NO FURTHER ACTION TO CONTINUE
PARTICIPATION.
PURPOSE
1. What is the purpose of the Plan?
--------------------------------
The purpose of the Plan is to provide current holders of shares of Common
Stock with a simple and convenient way of investing cash dividends in shares of
Common Stock at a price equal to a 5% discount from the average market price
and of investing optional cash payments in Common Stock at no discount
("Optional Investment"), all without payment of any brokerage commissions or
service charges.
Additionally, individuals who do not currently own Common Stock may make an
initial investment of at least $500 and no more than $2,500 in shares of Common
Stock through the Plan ("Initial Investment").
When original issue shares of Common Stock are purchased from the Company,
the Company will receive the net proceeds for its use. When shares of Common
Stock are purchased in the open market, the Company will not receive any
proceeds.
PARTICIPATION
2. Who is eligible to participate in the Plan?
-------------------------------------------
Any person of legal age is eligible to participate in the First Commercial
Corporation Dividend Reinvestment and Common Stock Purchase Plan. Shareholders
of Common Stock may elect to participate with respect to all the shares of
Common Stock registered in their name. Beneficial owners of shares of Common
Stock that are registered in another person's name who want to participate in
the Plan may be required by the record holder of such shares to have the shares
registered in the individual's own name.
6
<PAGE>
person who currently does not own Common Stock may become eligible by making an
Initial Investment in Common Stock under the Plan.
SHAREHOLDERS PRESENTLY PARTICIPATING IN THE PLAN NEED TAKE NO FURTHER ACTION TO
CONTINUE THEIR PARTICIPATION.
3. How do current shareholders and interested investors enroll in the
------------------------------------------------------------------
Plan?
-----
After you receive a copy of this Prospectus, you may enroll in the Plan by
completing and signing an Authorization Card and returning it to the Plan
Administrator at the address provided in Question 6. Authorization Cards may
be obtained at any time by written request to the Company or the Plan
Administrator at the address provided in Question 6.
4. When may a current shareholder or interested investor join the
--------------------------------------------------------------
Plan?
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An individual may join the Plan at any time.
For Dividend Reinvestment
- -------------------------
If an Authorization Card specifying reinvestment of dividends is received
by the Plan Administrator more than five (5) business days before the record
date established for payment of a particular dividend, reinvestment will
commence with that dividend payment. If the Authorization Card is received
after that date, the reinvestment of dividends through the Plan will begin with
the next succeeding dividend. Dividend payment dates ordinarily are the first
business day of January, April, July and October. The record date for
determining shareholders who receive dividends normally precedes the dividend
payment by about two weeks.
For Initial and Optional Investments
- ------------------------------------
If an Authorization Card specifying an Initial Investment or an Optional
Investment in Common Stock is received by the Plan Administrator at least one
(1) business day prior to an Investment Date, as defined below, the Initial or
Optional Investment will be made as of that Investment Date. If the
Authorization Card is not received by the Plan Administrator at least one (1)
business day before the Investment Date, the Plan Administrator may hold the
investment until the next Investment Date. "Investment Date" means: (a) with
respect to reinvested dividends, the dividend payment date and (b) with respect
to Initial and Optional Investments, the first business day of the month
following receipt of such Initial and Optional Investments, provided such
Initial or Optional Investments are received at least one (1) business day
prior to the Investment Date. NO INTEREST WILL BE PAID ON FUNDS HELD PENDING
INVESTMENT. Participants and interested investors should send investments so
as to reach the Plan Administrator shortly before an Investment Date. Those
Initial and Optional Investments not invested within 35 days of receipt will be
returned.
5. What does the Authorization Card provide?
-----------------------------------------
By marking the appropriate spaces on the Authorization Card, you may choose
among the following investment options:
7
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(a) To reinvest automatically cash dividends on all shares of which you
are the owner of record at a 5% discount from the average market price,
computed as described under Question 13, and also make optional cash
payments from $25 to $2,500 per participant per quarter at 100% of the
average market price.
(b) To invest by making optional cash payments in any amount from $25 to
$2,500 per participant per dividend period, whether or not any dividends
are being reinvested, at 100% of the average market price. If you choose
to make optional cash payments only (and not reinvest dividends on Common
Stock registered in your name), dividends on shares purchased with optional
cash payments and held in your account under the Plan will be reinvested
automatically at a 5% discount from the average market price, computed as
described under Question 13.
(c) To make an Initial Investment of at least $500, and no more than
$2,500, in shares of Common Stock at 100% of the average market price.
6. Who administers the Plan for the participants?
----------------------------------------------
First Commercial Trust Company, N.A. (the "Plan Administrator"), a national
banking subsidiary of the Company, administers the Plan for participants and
will perform only clerical and administerial functions in connection with the
Plan, such as arranging for the custody of share certificates, keeping records,
and sending statements of account to participants. The Plan Administrator's
mailing address is as follows:
First Commercial Trust Company, N.A.
Corporate Trust Department
400 West Capitol Avenue
Little Rock, Arkansas 72201
Common Stock purchased in the open market under the Plan will be purchased
by an independent agent which is a bank or registered broker or dealer
appointed to act as agent (the "Agent") for the participants for the purchases
and sales of Common Stock.
Common Stock acquired under the Plan will be registered in the name of
First Commercial Trust Company, N.A. (or its nominee) as administrator for
participants in the Plan.
COSTS
7. Are there any expenses to participants in connection with purchases
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under the Plan?
---------------
No. Participants will incur no brokerage commissions or service charges
for the purchases made under the Plan. All costs of administration of the
Plan, including brokerage fees, if any, on share purchases will be paid by the
Company.
8
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PURCHASES
8. How are Initial Investments made?
---------------------------------
Any interested investor of legal age may make an Initial Investment of at
least $500 and no more than $2,500 per account. Initial Investments shall be
in the form of a check or money order payable in United States dollars to the
order of First Commercial Trust Company, N.A., in the amount being invested,
along with the completed Authorization Card which must be received by the Plan
Administrator at least one (1) business day before an Investment Date. Initial
Investments received after that date will be invested on the next Investment
Date. Any person participating in the Plan may not send cash. The Plan
Administrator will transmit promptly all Initial Investments to a segregated
escrow account at a bank (the "Escrow Account") or to the Agent.
No interest is payable on an Initial Investment between the time the funds
are received by the Plan Administrator or the Agent and the time of investment.
An interested investor may withdraw an Initial Investment set for the next
Investment Date by notifying the Plan Administrator in writing not less than
two (2) business days before such Investment Date. Such withdrawn amount will
be returned as promptly as practicable and without interest.
9. How are Optional Investments made?
----------------------------------
Participants may make an Optional Investment of at least $25 per payment
and no more than $2,500 per quarter per account. An Optional Investment need
not be in the same amount each time, subject to the minimum and maximum payment
levels, and there is no obligation to make Optional Investments. Optional
Investments shall be in the form of a check or money order payable in United
States dollars to the order of First Commercial Trust Company, N.A. in the
amount being invested at least one (1) business day before an Investment Date.
Optional Investments received after that date will be invested on the next
Investment Date. A participant's first Optional Investment can be made when
the Participant joins the Plan by using the Authorization Card. Thereafter,
Optional Investments may be made by including the stub portion of the account
statement received by the Participant with the check or money order delivered
to the Plan Administrator as payment for the Optional Investment. Participants
may not send cash. The Plan Administrator will transmit promptly all Optional
Investments to the Escrow Account or to the Agent.
No interest is payable on any Optional Investment between the time the
funds are received by the Plan Administrator and the time of investment.
A participant may withdraw an Optional Investment set for the next
Investment Date by notifying the Plan Administrator in writing not less than
two (2) business days before such Investment Date. Such withdrawn amount will
be returned as promptly as practicable and without interest.
10. How are purchases of Common Stock made under the Plan?
------------------------------------------------------
Common Stock acquired under the Plan will be either shares purchased in the
open market by the Agent or shares newly issued by the Company. The source of
the Common Stock (i.e., open market or newly issued) will be designated by the
Company prior to the related Investment Date, but all Common Stock acquired
with respect to a single Investment Date will come from the same source. The
Company will not change the source from which Common Stock is acquired under
the Plan more than once in any three month period.
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The primary consideration in determining the source of Common Stock to be
used for purchases under the Plan is expected to be the Company's need to
increase equity capital. If the Company does not need to raise funds
externally or financing needs are satisfied using non-equity sources of funds
to maintain the Company's targeted capital structure, Common Stock purchased
for participants in the Plan will be purchased in the open market. At any time
that Common Stock is purchased for Participants under the Plan in the open
market, the Company will not exercise its right to change the source of
purchases of Common Stock absent a determination by the Company's Board of
Directors or Chief Financial Officer that the Company's need to raise
additional capital has changed, whether or not there is another valid reason
for such change.
If Common Stock is to be purchased in the open market, the Plan
Administrator will promptly transmit from the Escrow Account to the Agent the
Initial and Optional Investments and dividends. The Agent will use those funds
to purchase shares of Common Stock.
11. How many shares of Common Stock will be purchased for participants?
-------------------------------------------------------------------
The number of shares of Common Stock to be purchased for a participant
depends on the amount of that participant's Initial Investment, Optional
Investments, and/or dividends and market prices of the Common Stock. Each
participant's account will be credited with that number of shares, including
fractions computed to three decimal places, equal to the total amount to be
invested, divided by the purchase price per share.
In the event that open market transactions are made, the Company shall not
have any authorization or power to direct the time or price at which Common
Stock may be so purchased, or to select a broker/dealer through or from whom
purchases are to be made.
12. When will shares of Common Stock be purchased under the Plan?
-------------------------------------------------------------
Purchases of originally issued shares of Common Stock with reinvested
dividends will be made on the dividend payment date. Purchases of originally
issued shares of Common Stock with Initial Investments or Optional Investments
will be made on the first business day of each month (the "Investment Date"),
provided such Initial Investment or Optional Investment was received at least
one (1) business day prior to the Investment Date. Participants will become
the owner of the Common Stock purchased by them under the Plan on the date of
purchase; however, for federal income tax purposes, the holding period will
commence on the following day.
Common Stock purchased in the open market normally will be purchased within
three (3) business days of the dividend payment date or Investment Date, as the
case may be, subject to applicable regulatory restrictions on such purchases.
Participants will become the owners of such shares purchased for their account
under the Plan upon settlement of such purchases.
10
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PRICE
13. At what price will shares of Common Stock be purchased under the
----------------------------------------------------------------
Plan?
-----
Originally Issued Shares
- ------------------------
Originally issued shares of Common Stock purchased with reinvestment
dividends will be purchased at a price equal to a five percent (5%) discount
from the average of the bid and asked price of the Common Stock as quoted on
the Nasdaq National Market on the dividend payment date as subsequently
reported in the Wall Street Journal.
--------------------
Originally issued shares of Common Stock purchased with payments received
by the Company as Initial Investments or Optional Investments will be purchased
at a price equal to 100% of the average of the bid and asked price of the
Common Stock as quoted on the Nasdaq National Market on the date such shares
are purchased.
If there is no trading in the Common Stock on the dividend payment date,
the purchase price shall be determined by the Company on the next preceding
date on which trading occurred.
Shares Purchased in the Open Market
- -----------------------------------
If the Company elects to purchase Common Stock in the open market for the
account of participants, such purchases will be made at prevailing market
prices, and the price to each participant's account for shares purchased with
reinvested dividends will be 95% of the average price of all shares purchased.
The price to each participant's account for shares purchased as Initial
Investments or Optional Investments will be 100% of the average price of all
shares purchased.
REPORTS TO PARTICIPANTS
14. What reports will be sent to participants in the Plan?
------------------------------------------------------
As soon as practicable after each purchase you will receive a statement of
your account showing amounts invested, purchase prices, shares purchased and
other information for the year to date. This statement will provide a cost
record of purchases under the Plan and should be retained for tax purposes.
Additionally, you will receive the same materials sent to every other holder of
Common Stock, including the Company's Annual and Quarterly Reports to
Shareholders, proxy statements and information for income tax reporting.
11
<PAGE>
DIVIDENDS
15. Will participants be credited with dividends on shares held in their
---------------------------------------------------------------------
accounts under the Plan?
------------------------
Yes. The Plan Administrator will receive dividends for all Plan shares
held on the dividend record date and will credit such dividends to
participants' accounts on the basis of full shares and fractional shares
credited to those accounts. Such dividends will be reinvested automatically in
additional shares of Common Stock.
CERTIFICATES
16. Will certificates be issued for shares of Common Stock purchased under
----------------------------------------------------------------------
the Plan?
---------
Unless requested, certificates for shares of Common Stock purchased under
the Plan will not be issued. The Plan Administrator will hold all shares
purchased under the Plan in the name of one of its nominees. The number of
shares purchased for a participant's account under the Plan will be shown on
that participant's statement of account. This convenience protects against
loss, theft or destruction of stock certificates, permits ownership of a
fractional share and reduces the cost to be borne by the Company.
A Participant may also add shares to the account by depositing certificates
for those shares with the Plan Administrator with the request that those shares
be added to the Participant's account.
17. May shares held in the Plan be withdrawn by participants?
---------------------------------------------------------
Certificates for any number of whole shares of Common Stock credited to a
participant's account under the Plan will be issued without charge upon that
participant's written request. Any remaining full shares and fractional share
will continue to be held in the participant's account. A participant's written
request should be mailed to the Plan Administrator.
TERMINATION OF PARTICIPATION
18. How does a participant discontinue the reinvestment of dividends under
----------------------------------------------------------------------
the Plan?
---------
A participant may discontinue the reinvestment of dividends under the Plan
by notifying the Plan Administrator in writing to that effect. This notice
should be mailed to:
First Commercial Trust Company, N.A.
Corporate Trust Department
400 West Capitol Avenue
Little Rock, Arkansas 72201
If a participant's notice of termination is received on or after the tenth
business day prior to the record date for the next dividend, that dividend will
be reinvested for the participant's account, then the account will be
12
<PAGE>
terminated and all subsequent dividends on those shares will be paid to the
participant. If a participant elects to terminate his participation in the
Plan, any Optional Investment received by the Plan Administrator before it
receives a notice of termination will be invested in Common Stock unless the
participant specifically requests return of the Optional Investment.
When a participant terminates participation in the Plan, the Plan
Administrator will issue certificates for whole shares credited to the
participant's account under the Plan, and a cash payment will be made to the
participant for the value of any fractional share.
TAX INFORMATION
19. What are the Federal Income Tax Consequences of Participation in the
--------------------------------------------------------------------
Plan?
-----
Pursuant to rulings by the Internal Revenue Service in connection with
similar plans, dividends reinvested in additional shares of Common Stock under
the Plan will be treated for federal income tax purposes as having been
received by Plan participants in the form of a taxable stock distribution.
Accordingly, an amount equal to the fair market value on the dividend payment
date of the shares acquired with reinvested dividends on that date will be
treated as a dividend to Plan participants, taxable as ordinary income to the
extent of the Company's earnings and profits. The fair market value of such
shares will be based upon the average of the high and low market prices for the
shares on the dividend payment date, and not based on the discounted price at
which such shares are purchased for participants pursuant to the Plan. For
each tax year, statements of account will show the fair market value of the
Common Stock purchased with reinvested dividends, and Form 1099 mailed to
stockholders at year end will show total dividend income, including all
dividends paid in cash that are not reinvested through the Plan and the fair
market value on the dividend payment date of shares acquired with reinvested
dividends.
The tax basis of shares acquired under the Plan by reinvestment of
dividends will be equal to the fair market value of the shares on the dividend
payment date. The tax basis of shares purchased with an optional cash payment
will be the amount paid for such stock pursuant to the optional cash payment.
The holding period of shares of Common Stock acquired under the Plan, whether
purchased with reinvested dividends or optional cash payments, will begin on
the day following the date the shares are purchased for the account of the
participant.
Participants will not realize other taxable income upon receipt of
certificates for shares credited to the participant's account, either upon the
participant's request for certificates or upon withdrawal from or termination
of the Plan. However, participants will recognize taxable gain or loss when
shares acquired under the Plan are thereafter sold or exchanged. The amount of
13
<PAGE>
such gain or loss will be equal to the difference between the amount received
in exchange for the shares and the tax basis thereof. To the extent
participants receive a cash payment for fractional shares credited to a
participant's account, the cash payment will be treated as a payment in
redemption of that fractional share interest, subject to the provisions and
limitations of Section 302 of the Internal Revenue Code (the "Code"). Under
these rules the payment for fractional shares either may be treated as a
taxable dividend (in an amount equal to the payment) or as a payment in
exchange for such fractional shares, depending upon the number of shares of
stock of the Company owned by the participant before and after the redemption.
Generally, these rules will result in the amount paid for fractional shares
being treated as a taxable dividend; however, if the participant's percentage
ownership in the Company after the redemption is less than 80% of the
percentage ownership before the redemption, or if the transaction is otherwise
not essentially equivalent to a dividend under Section 302(b)(1) of the Code,
the payment in exchange for fractional shares may qualify as a capital gain or
loss equal to the difference between the amount received in exchange for the
fractional shares and the participant's tax basis in such fractional shares.
For corporate shareholders (other than "S" corporations), the amount of
dividends reinvested generally will be eligible for the 70% dividends received
deduction currently available under the Code with respect to dividends
received by regular corporate shareholders. No dividend exclusion is available
for individuals or "S" corporations.
In the case of foreign shareholders whose taxable income under the Plan is
subject to federal income tax withholding, an amount equal to the dividends
payable to such foreign participants, less the amount of tax required to be
withheld, will be applied to the purchase of shares of Common Stock under the
Plan.
Any brokerage fees paid by the Company for a participant must be reported
by the Company as taxable income to the participant, and the amount of such
fees will become part of the cost basis for shares purchased on behalf of the
participant, or in the case of sales, will reduce the amount realized with
respect to the sale for purposes of computing taxable gain or loss.
The foregoing is merely a general discussion of certain of the federal
income tax consequences with respect to participation in the Plan.
Accordingly, participants should consult their own tax advisors regarding the
application of applicable tax law to their own specific situations and with
respect to applicable state and local tax laws.
OTHER INFORMATION
20. What happens if a participant sells a portion of the shares of Common
---------------------------------------------------------------------
Stock registered in the participant's name?
-------------------------------------------
If a participant has authorized the reinvestment of dividends on all shares
registered in his name and then disposes of a portion of those shares, the
dividends on the remaining shares will continue to be reinvested.
14
<PAGE>
21. What happens when a participant sells or transfers all of the shares
--------------------------------------------------------------------
registered in his name?
-----------------------
If a participant disposes of all shares registered in his name and with
respect to which he participates in the Plan, the dividends on the shares
credited to that participant's account under the Plan may continue to be
reinvested or the Company may elect to terminate the account by issuing full
shares and a cash payment for any fractional share.
22. What happens if the Company has a Common Stock rights offering?
---------------------------------------------------------------
In the event the Company makes available to its shareholders rights to
purchase additional shares or other securities, such rights will be made
available to participants based on the number of shares (including any
fractional interest to the extent practicable) held in the participant's Plan
account on the record date established for determining the holders of Common
Stock entitled to such rights.
23. What happens if the Company issues a stock dividend or declares a
-----------------------------------------------------------------
stock split?
------------
Any stock dividends or split shares distributed by the Company on shares of
Common Stock credited to the participant's account under the Plan will be added
to the participant's account. Stock dividends or split shares distributed on
shares of Common Stock registered in the participant's name but not held in the
participant's account will be distributed in the same manner as to shareholders
who are not participating in the Plan.
24. How will a participant's shares be voted at meetings of
-------------------------------------------------------
shareholders?
-------------
The shares of Common Stock credited to the account of a participant under
the Plan will be included in the proxy for voting on any matters submitted to a
meeting of shareholders. The proxy will include shares of Common Stock
registered in the participant's name and shares of Common Stock credited to the
participant's account under the Plan.
If the proxy is returned properly signed and marked for voting, all the
shares covered by the proxy - those registered in the participant's name and/or
those credited to the participant's account under the Plan - will be voted as
marked. If the proxy is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect to
any item thereon, the shares will be voted in accordance with the
recommendations of the Board of Directors of the Company. If the proxy is not
returned, or if it is returned unexecuted or improperly executed, a
participant's shares will be voted only if the participant votes in person.
15
<PAGE>
25. May a participant sell, assign, transfer or pledge Plan shares?
---------------------------------------------------------------
No. A participant cannot sell, assign, transfer or pledge shares credited
to the participant's account for any purpose unless the participant has first
requested certificates for such shares in accordance with Question 17
above.
26. May the Plan be changed or discontinued?
----------------------------------------
Yes. Although the Company intends to continue the Plan, the Company
reserves the right to suspend, modify or terminate the Plan at any time.
Participants will be notified of any such suspension, modification or
termination.
27. What is the responsibility of the Plan Administrator?
-----------------------------------------------------
The Plan Administrator receives the participants' dividend payments,
Initial Investments and Optional Investments and invests such amounts in shares
of Common Stock, maintains continuing records of each participant's account,
and advises participants as to all transactions in and the status of their
accounts. All notices from the Plan Administrator to a participant will be
addressed to the participant at the last address of record with the Plan
Administrator. The mailing of a notice to a participant's last address of
record will satisfy the Plan Administrator's duty of giving notice to such
participant. Therefore, participants must promptly notify the Plan
Administrator of any change of address. Neither the Plan Administrator nor the
Company shall have any responsibility beyond the exercise of ordinary care for
any reasonable and prudent actions taken or omitted pursuant to the Plan,
including, without limitation, any claim for liability arising out of failure
to terminate a participant's account upon such participant's death or
adjudicated incompetency prior to receipt of notice in writing of such death or
adjudicated incompetency, nor shall they have any duties, responsibilities or
liabilities except such as are expressly set forth in the Plan.
Plan participants should recognize that the Company cannot assure the
participant of a profit or protection from a loss on the Common Stock purchased
under the Plan.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Friday, Eldredge & Clark, Little Rock, Arkansas.
16
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 in connection with the offering described in this Registration
Statement.
Securities and Exchange Commission registration fee $ 2,817.89
Legal fees 8,000.00
Accountants' fees 3,000.00
Miscellaneous expenses 1,182.11
----------
Total $15,000.00
==========
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. Additionally, the Company has in place directors' and officers' liability
insurance coverage.
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).
II-1
<PAGE>
* 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).
** 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
- ----------
* Incorporated herein by reference as indicated.
** Previously filed.
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;
(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
II-2
<PAGE>
(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 any 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.
II-3
<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 Amendment No. 1 to
the 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 1st day of April, 1996.
FIRST COMMERCIAL CORPORATION
/s/ J. Lynn Wright
----------------------------
J. Lynn Wright
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated on the 1st day of April, 1996.
* 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.
II-4
<PAGE>
* Director
- -------------------------------
Frank D. Hickingbotham
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.
II-5
<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).
** 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
- -----------
* Incorporated herein by reference as indicated.
** Previously filed.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No.1 to the
Registration Statement (Form S-3 No. 333-01599) and related Prospectus
pertaining to the First Commercial Corporation Dividend Reinvestment and Common
Stock Purchase Plan of our report dated January 30, 1996, with respect to the
consolidated financial statements of First Commercial Corporation incorporated
by reference in its Annual Report (Form 10-K) for the year ended December 31,
1995.
/s/Ernst & Young LLP
Little Rock, Arkansas
April 1, 1996
<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
(No. 333-01599) on Form S-3 of First Commercial Corporation of our report dated
January 28, 1994, relating to the consolidated statements of income,
stockholders' equity and cash flows of State First Financial Corporation and
subsidiaries for the year ended December 31, 1993, which report appears as
Exhibit 99(a) in the December 31, 1995, Annual Report on Form 10-K of First
Commercial Corporation.
/s/KPMG Peat Marwick LLP
Little Rock, Arkansas
April 1, 1996
