Filed Pursuant to Rule
424(b)(3) in connection
with Registration
Statement No. 333-24091
1,361,952 SHARES
FIRST COMMERCIAL CORPORATION
COMMON STOCK
__________
The 1,361,952 shares of Common Stock being offered hereby
(the "Shares") are being sold by the Selling Shareholder.
See "Selling Shareholder." The Company will not receive any
of the proceeds from the sale of the Shares. The Shares will
be offered by the Selling Shareholder directly in negotiated
transactions or otherwise at market prices prevailing at the
time of the sale, at prices relating to such prevailing
market prices or at prices otherwise negotiated. The
accompanying prospectus supplement sets forth the offering
price and any other terms in connection with the offering and
sale of the Shares.
Prices for the Common Stock of the Company are quoted on the
Nasdaq National Market under the symbol "FCLR." On March 26,
1997, the last reported sale price of the Common Stock quoted
on the Nasdaq National Market was $39.38. 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.
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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 April 2, 1997.
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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 or the
Selling Shareholder. 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.
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<PAGE>
[Inside Cover Page Continued]
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;
(b) 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
(c) Registration Statement on Form 8-A for the
preferred share purchase rights as filed on January 9, 1991.
All other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering of the Shares hereby shall be
deemed to be incorporated by reference and to be a part of
this Prospectus from the date of the filing of such
documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person
to whom a copy of this Prospectus is delivered, upon the
request of any such person, a copy of any or all of the
documents incorporated herein by reference, other than the
exhibits to such information (unless such exhibits are
specifically incorporated by reference in such documents).
Requests should be directed to Mr. J. Lynn Wright, Chief
Financial Officer, First Commercial Corporation, Post Office
Box 1471, Little Rock, Arkansas 72203, telephone (501) 371-
7000.
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<PAGE>
THE COMPANY
First Commercial Corporation (the "Company") is a multi-
bank holding company headquartered in Little Rock, Arkansas.
The Company currently owns 15 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 $5.5 billion, total
consolidated deposits of approximately $4.8 billion, and
total consolidated shareholders' equity of approximately $475
million as of December 31, 1996.
The Company's largest subsidiary is First Commercial
Bank, N.A. At December 31, 1996, First Commercial Bank had
total assets of approximately $1.8 billion and total deposits
of approximately $1.6 billion. First Commercial Bank is the
largest bank in Arkansas, based upon total assets at December
31, 1996, 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.
<PAGE>
USE OF PROCEEDS BY THE COMPANY
The Company will neither receive any proceeds from the
Shares being offered by the Selling Shareholder, 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 $21.70 $19.37 $.18
Second Quarter 22.81 21.58 .18
Third Quarter 25.14 22.48 .18
Fourth Quarter 30.95 24.70 .20
1996
First Quarter $31.19 $29.76 $.20
Second Quarter 29.88 28.33 .20
Third Quarter 32.86 27.86 .20
Fourth Quarter 37.75 31.55 .24
1997
First Quarter $41.88 $36.75 $.24
(through March 26, 1997)
The information above has been retroactively adjusted to
reflect a 7% stock dividend declared in November 1995, and a
5% stock dividend declared in October 1996.
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
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.
<PAGE>
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 SHAREHOLDER
On February 13, 1997, the Company acquired W.B.T.
Holding Company ("WBT") and its wholly-owned subsidiary,
United American Bank in Memphis, Tennessee. U.A.B. Holding
Trust (the "Selling Shareholder"), which was the sole
stockholder of WBT, received 1,361,952 shares of the
Company's common stock in exchange for its shares of WBT
common stock. The Selling Shareholder is including an
aggregate of 1,361,952 shares of the Company's common stock
in the Registration Statement of which this Prospectus is a
part.
PLAN OF DISTRIBUTION
The Shares offered hereby may be offered and sold from
time to time by the Selling Shareholder, or by pledgees,
donees, transferees or other successors in interest. See
"Selling Shareholder."
The distribution of the Shares may be effected by the
Selling Shareholder 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
Shareholder.
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 Shareholder shall pay all underwriting
fees and commissions incurred by it and all fees and
disbursements of counsel for Selling Shareholder.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed
upon for the Company by Friday, Eldredge & Clark, Little
<PAGE>
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.
<PAGE>
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
forth in their report thereon incorporated by reference
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.
