As filed with the Securities and Exchange Commission on November 25, 1997
Registration No. 333-_____
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
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
<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 Price Per Unit Offering Price Fee
(1) (2) (2)
- ------------------------------------------------------------------------------
Common Stock,
par value $3.00
per share . . . . 264,228 $49.5625 $13,095,800.25 $3,968.42
- -----------------------------------------------------------------------------
(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 November 19, 1997.
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
November 25, 1997
264,228 SHARES
FIRST COMMERCIAL CORPORATION
COMMON STOCK
__________
The 264,228 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 Selling Shareholders have advised the
Company that in addition to selling the Shares for their own
account, the Shares may also be offered by their pledgees,
donees, trustees or other successors in interest. 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 November
24, 1997, the last reported sale price of the Common Stock
quoted on the Nasdaq National Market was $49.375. 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 , 1997.
<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 a 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. Additionally, such
material may be accessed at the Commission's Web site
(http://www.sec.gov).
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, 1996;
<PAGE>
[Inside Cover Page Continued]
(b) Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1997, June 30, 1997
and September 30, 1997.
(c) 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; and
(d) 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.
__________
<PAGE>
THE COMPANY
First Commercial Corporation (the "Company") is a
multi-bank holding company headquartered in Little Rock,
Arkansas. The Company currently owns 17 commercial banking
institutions in the State of Arkansas, seven in the State of
Texas, one in each of the States of Louisiana and Tennessee,
and a 50% interest in each of two commercial banking
institutions in Oklahoma. All of the Company's bank
subsidiaries offer a broad range of traditional commercial
and consumer banking services to the markets and communities
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 $6.6 billion, total consolidated deposits of
approximately $5.7 billion, and total consolidated
shareholders' equity of approximately $627 million as of
September 30, 1997.
The Company's largest subsidiary is First Commercial
Bank, N.A. At September 30, 1997, First Commercial Bank had
total assets of approximately $1.8 billion and total
deposits of approximately $1.5 billion. Based upon total
assets at September 30, 1997, First Commercial Bank is the
largest Arkansas-based bank, 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 ten 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
<PAGE>
located at 400 West Capitol Avenue, Little Rock, Arkansas
72201. Its telephone number is (501) 371-7000.
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
1995
First Quarter $20.67 $18.45 $.17
Second Quarter 21.72 20.55 .17
Third Quarter 23.94 21.41 .17
Fourth Quarter 29.48 23.52 .19
1996
First Quarter $29.70 $28.34 $.19
Second Quarter 28.46 26.98 .19
Third Quarter 31.30 26.53 .19
Fourth Quarter 35.95 30.05 .23
1997
First Quarter $39.89 $35.00 $.23
Second Quarter 40.00 35.48 .23
Third Quarter 46.08 38.81 .23
Fourth Quarter 47.38 44.52 .28
(through November 24, 1997)
The information above has been retroactively adjusted
to reflect a 7% stock dividend declared in November 1995, a
5% stock dividend declared in October 1996, and a 5% stock
dividend declared in November, 1997, with a record date of
December 15, 1997 and a payment date of January 2, 1998.
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.
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
<PAGE>
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 $239
million at December 31, 1996.
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
On July 1, 1997, the Company acquired First Charter
Bancshares, Inc. ("First Charter") and its wholly-owned
subsidiaries, Charter State Bank, Beebe, Arkansas and
Charter Mortgage & Investments, Inc. Shareholders of First
Charter received, in the aggregate, 264,228 shares of the
Company s common stock in exchange for the shares of common
stock of First Charter held by them. The table below sets
forth the name of each former stockholder of First Charter
and the number of shares of Company common stock received by
each of them in connection with the acquisition.
Additionally, set forth beside each name in the following
table is the number of shares of Company common stock to be
offered by such individual pursuant to the offering
described herein.
NO. OF SHARES OF
NO. OF SHARES OF COMPANY COMMON STOCK
COMPANY COMMON STOCK TO BE OFFERED PURSUANT
BENEFICIALLY OWNED TO THIS OFFERING
-------------------- ----------------------
NAME
----
Lyndell E. Lay 163,774 163,774
Berniece C. Lay 4,721 4,721
Lay Children s
Living Trust
Berniece Lay,
Trustee 49,886 49,886
Phillip Lay 9,089 9,089
<PAGE>
Michelle Lay 9,089 9,089
Mark Lay 9,089 9,089
Eugene M. Holman, Jr. 18,580 18,580
Collectively, the former shareholders of First Charter
are referred to herein as the Selling Shareholders. The
Selling Shareholders have advised the Company that in
addition to selling the Shares for their own account, the
Shares may also be offered by their pledgees, donees,
trustees or other successors in interest. Any such pledgee,
donee, trustee or other successor in interest shall also be
deemed to be a Selling Shareholder.
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 the 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. Paul B. Benham III, a partner of
Friday, Eldredge & Clark, beneficially owns, individually
and through various retirement plans, 1,945 shares of First
Commercial common stock.
EXPERTS
The consolidated financial statements of the Company
incorporated by reference in the Company's Annual Report
(Form 10-K) for the year ended December 31, 1996, have been
audited by Ernst & Young LLP, independent auditors, as set
<PAGE>
forth in their report included therein and incorporated
herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such
report 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
Selling
The Company
Shareholders
Securities and Exchange
Commission
registration fee $ 3,968.42 $ ---
Legal fees 25,000.00 -0-
Accountants' fees 3,000.00 -0-
Miscellaneous expenses 3,031.58 -0-
---------- --------
Total $35,000.00 $ -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. 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(i) to Form 10-Q for the quarterly
period ended June 30, 1996).
4.2 Company's By-Laws as currently in effect
(incorporated by reference to Exhibit
3(d) to Form 10-K for the fiscal year
<PAGE>
ended December 31, 1991, as amended, in
0-9676).
4.3 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,
independent auditors.
23.2 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;
(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
<PAGE>
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 25th day of November, 1997.
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 25th
day of November, 1997.
*
----------------- Chairman of the Board, Chief
Barnett Grace Executive Officer, President
and Director
(Principal Executive Officer)
/s/ J. Lynn Wright
------------------ Chief Financial Officer
J. Lynn Wright (Principal Financial and
Accounting Officer)
*
------------------ Director
John W. Allison
*
------------------ Director
Truman Arnold
*
------------------ Director
William H. Bowen
<PAGE>
*
------------------ Director
Peggy Clark
*
------------------ Director
Robert G. Cress
*
------------------- Director
Cecil W. Cupp, Jr.
*
------------------- Director
Wallace W. Fowler
*
------------------- Director
Edwin P. Henry
*
---------------------- Director
Frank D. Hickingbotham
*
---------------------- Director
Walter E. Hussman, Jr.
----------------------- Director
Frederick E. Joyce, M.D.
*
----------------------- Director
Jack G. Justus
*
------------------------ Director
Michael W. Murphy
*
------------------------ Director
David Pryor
*
------------------------ Director
Wayne Pyeatt
*
------------------------ Director
Sam C. Sowell
<PAGE>
*
------------------------ 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 Description
------ -----------
4.1 Company's Second Amended and
Restated Articles of
Incorporation, as amended
(incorporated by reference to
Exhibit 3(i) to Form 10-Q for
the quarterly period ended
June 30, 1996).
4.2 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, as
amended, in 0-9676).
4.3 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,
independent auditors.
23.2 Consent of Friday, Eldredge &
Clark (included in Exhibit 5).
24 Powers of Attorney
<PAGE>
EXHIBIT 5
FRIDAY, ELDREDGE & CLARK
2000 First Commercial Building
400 West Capitol Avenue
Little Rock, Arkansas 72201-3493
November 25, 1997
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 264,228 shares of the Company's
common stock, $3.00 par value per share (the "Shares"),
to be issued 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
FRIDAY, ELDREDGE & CLARK
JCR/bb
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the
caption "Experts" in the Registration Statement (Form S-
3) and related Prospectus of First Commercial
Corporation for the registration of 264,228 shares of
its common stock and to the incorporation by reference
therein of our report dated January 30, 1997, 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, 1996,
filed with the Securities and Exchange Commission.
Ernst & Young
Little Rock, Arkansas
November 24 1997
<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 264,230 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.
Date: November 25, 1997
/s/ Barnett Grace /s/ John W. Allison
---------------------- ---------------------
Barnett Grace John W. Allison
Director Director
/s/ Truman Arnold /s/ William H. Bowen
---------------------- ----------------------
Truman Arnold William H. Bowen
Director Director
/s/ Peggy Clark /s/ Robert G. Cress
---------------------- -----------------------
Peggy Clark Robert G. Cress
Director Director
/s/ Cecil W. Cupp, Jr. /s/ Wallace W. Fowler
----------------------- -------------------------
Cecil W. Cupp, Jr. Wallace W. Fowler
Director Director
/s/ Edwin P. Henry /s/ Frank D. Hickingbotham
------------------------ --------------------------
Edwin P. Henry Frank D. Hickingbotham
Director Director
<PAGE>
/s/ Walter E. Hussman, Jr.
-------------------------- --------------------------
Walter E. Hussman, Jr. Frederick E. Joyce, M.D.
Director Director
/s/ Jack G. Justus /s/ Michael W. Murphy
--------------------------- --------------------------
Jack G. Justus Michael W. Murphy
Director Director
/s/ David Pryor /s/ Wayne Pyeatt
--------------------------- --------------------------
David Pryor Wayne Pyeatt
Director Director
/s/ Sam C. Sowell /s/ Paul D. Tilley
--------------------------- ---------------------------
Sam C. Sowell Paul D. Tilley
Director Director
