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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
MARCH 13, 1996
Date of Report (Date of earliest reported event)
FIRST COMMERCIAL CORPORATION
(Exact name of registrant as specified in its charter)
ARKANSAS 0 - 9676 71-0540166
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification Number)
400 WEST CAPITOL AVENUE, LITTLE ROCK, ARKANSAS 72201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (501)371-7000
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Item 5. OTHER EVENTS
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As has been disclosed in Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994, and the Report on Form 10-Q for the quarterly
period ended September 30, 1995, First Commercial Bank, N.A., a wholly owned
subsidiary of Registrant, has been the defendant in litigation initiated in
1989 seeking approximately $200,000,000 in compensatory damages plus punitive
damages. Plaintiffs in the litigation alleged fraudulent conspiracy,
fraudulent misrepresentation, tortious interference with a business expectancy,
breach of contract, willful breach of fiduciary duty, interference with
performance of contract, securities law violations, conversion, prima facie
tort and violations of the Federal Racketeer Influenced and Corrupt
Organizations Act as a basis for trebled damages. In June of 1991, the matter
was tried before a chancery judge in Chancery Court in Pulaski County,
Arkansas, and on June 5, 1992, the complaint was dismissed and no damages were
assessed against First Commercial Bank, N.A. Plaintiffs appealed this decision
to the Supreme Court of Arkansas in July of 1992 alleging error for failure to
try the case before a jury in Circuit Court. On July 18, 1994, the Supreme
Court of Arkansas remanded the case to Circuit Court in Pulaski County,
Arkansas, for jury trial. A six-week jury trial was held, which concluded
March 13, 1996, with the jury finding against First Commercial Bank, N.A., in
the amount of $22.5 million. First Commercial Bank, N.A., intends to appeal.
Registrant issued a press release on March 14, 1996, in response to the
verdict, and such press release is attached hereto as Exhibit 99 and is
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
99 Press Release
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Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST COMMERCIAL CORPORATION
/s/ J. Lynn Wright
By: -------------------------------
J. Lynn Wright
Chief Financial Officer
Date: March 14, 1996
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Index to Exhibits
Exhibit Number Exhibit
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99 Press Release
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EXHIBIT 99
NEWS RELEASE
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First Commercial Corporation
200 First Commercial Building
Little Rock, Arkansas 72203
For additional information contact:
Kevin Sabin
(501)371-6767
NASDAQ Symbol "FCLR"
In Newspaper Stock Tables Generally "FTCmmcl" or "FstCommclCp"
FOR IMMEDIATE RELEASE
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First Commercial Responds to Aearth Judgment
LITTLE ROCK, AR (March 14, 1996) - First Commercial Bank, the Little Rock-
based financial institution and affiliate of First Commercial Corporation,
responded today to the $22.5 million judgment against the bank handed down by
a jury in Pulaski County Circuit Court. The matter involved a fifteen year
dispute between the bank and Aearth Development Inc., and several of its
associated companies. The judgment was reached last night following a six-
week trial involving several former officers of First National Bank, one of
two predecessor banks to First Commercial. Aearth Development Inc. and its
owner, Michael Walker, alleged that First National Bank's actions in 1982
forced the company to file for bankruptcy protection.
In responding to the judgment, First Commercial Bank President and Chief
Executive Officer Jack Fleischauer, Jr., stated, "We are shocked at this
outcome given the overwhelming evidence in support of First National Bank and
its former officers. The jury took approximately 3 1/2 hours to decide an
issue that took a chancery judge one year and 79 pages to review and find in
First Commercial's favor." Fleischauer was referring to a June, 1992 opinion
filed by Chancellor Annabelle Clinton Imber which found in First Commercial's
favor.
Fleischauer added, "We are hopeful that the judge will provide appropriate
reductions based on the amount First National Bank initially lost as a result
of the Aearth loan. There are also other questions with regard to punitive
awards and, of course, we will appeal. The ultimate timing or outcome of the
appeal cannot be predicted." Fleischauer noted that the impact of the verdict
on the company's financial condition, assuming the worst, will be immaterial.
"It is unfortunate that the current bankers of First Commercial must pay
the price for something that allegedly happened at a predecessor bank over a
decade ago. I can assure the community and our customers, though, that First
Commercial Bank and its exceptional bankers are stronger than ever. We will
continue to earn the confidence of the community and retain our position as a
leading financial institution and community leader."
