As filed with the Securities and Exchange Commission on March 27, 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 to be mum Offering mum Aggregate Registration
Securities to Registered Price Per Unit Offering Price Fee
be Registered (1) (2) (3)
- -----------------------------------------------------------------------------
Common Stock,
par value $3.00
per share . . . 1,361,952 $38.625 $52,605,396 $15,941.03
(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 March 20, 1997.
<PAGE>
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.
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
March 27, 1997
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.
<PAGE>
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
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.
__________
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) 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.
__________
================================================================
<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 are being sold by the Selling
Shareholder for its own account. 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 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 forth in their
report thereon incorporated by reference therein and incorporated
<PAGE>
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.
<PAGE>
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 Shareholder in connection
with the offering described in this Registration Statement.
Payable by
Selling
The Company Shareholder
--------- --------
Securities and Exchange
Commission
registration fee $15,941.03 $ ---
Legal fees 25,000.00 -0-
Accountants' fees 2,000.00 -0-
Miscellaneous expenses 2,058.97 -0-
--------- ------
Total $45,000.00 $ -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 ended December
31, 1991, as amended, in 0-9676).
<PAGE>
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.
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 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
<PAGE>
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 27th day of March,
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 27th day of March,
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
*
--------------- Director
Peggy Clark
<PAGE>
*
--------------- Director
Robert G. Cress
*
--------------- Director
Cecil W. Cupp, Jr.
*
---------------------- Director
Frank D. Hickingbotham
---------------------- Director
Walter E. Hussman, Jr.
*
----------------------- Director
Frederick E. Joyce, M.D.
*
----------------------- Director
Jack G. Justus
*
----------------------- Director
William M. Lemley
----------------------- Director
Michael W. Murphy
----------------------- Director
Sam C. Sowell
----------------------- Director
Paul D. Tilley
*By: /s/ Edwin P. Henry
--------------------
Edwin P. Henry
Attorney-in-Fact
Edwin P. Henry, by signing his name hereto, does sign this
document on behalf of each of the persons indicated above
pursuant to powers of attorney duly executed by such persons,
filed or to be filed with the Securities and Exchange Commission
as supplemental information.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number 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.
23.2 Consent of Friday, Eldredge &
Clark (included in Exhibit 5).
24 Powers of Attorney
EXHIBIT 5
FRIDAY, ELDREDGE & CLARK
2000 First Commercial Building
400 West Capitol Avenue
Little Rock, Arkansas 72201-3493
March 27, 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 1,361,952 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 Shareholder.
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.
<PAGE>
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
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 1,361,952 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.
Little Rock, Arkansas
March 27, 1997
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
1,361,952 shares of the Company's Common Stock, $3.00 par
value per share, to be offered by the Selling Shareholder
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: March 27, 1997
/s/ Barnett Grace
-------------------- --------------------
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/ Frank D. Hickingbotham
-------------------- --------------------------
Cecil W. Cupp, Jr. Frank D. Hickingbotham
Director Director
/s/ Frederick E. Joyce, M.D.
---------------------- ----------------------------
Walter E. Hussman, Jr. Frederick E. Joyce, M.D.
Director Director
<PAGE>
/s/ Jack G. Justus /s/ William M. Lemley
------------------------ ----------------------
Jack G. Justus William M. Lemley
Director Director
------------------------ ----------------------
Michael W. Murphy Sam C. Sowell
Director Director
------------------------
Paul D. Tilley
Director
